1

DISTRICT COURT, WATER DIVISION 1, COLORADO NOVEMBER 2013 WATER RESUME PUBLICATION TO: ALL PERSONS INTERESTED IN WATER APPLICATIONS IN WATER DIV. 1 Pursuant to C.R.S. 37-92-302, you are notified that the following is a resume of all water right applications and certain amendments filed in the Office of the Water Clerk during the month of NOVEMBER 2013 for each County affected. 13CW50 CAMP COLORADO CHURCH OF THE BRETHREN, 238 N. Hwy. 67, Sedalila, CO 80135. 303-688-4491. Application to Make Absolute in Whole or in Part in DOUGLAS COUNTY. Date of original decree: 07-28-03 in case 00CW194 in Water Division 1. Date of Subsequent decree: 10-29-09 in case 09CW155 in Water Division 1. Camp Colorado Reservoir located SE1/4, NE1/4, S9, T8S, R69W of the 6th PM. The center of the dam is at a point which is approximately 1700 ft. from the North Section line and 50 ft. from the East Section line of S9. Source: Unnamed tributary of Bear Creek. Appropriation date: 08-30-96. Amount: 4.0 af Conditional. Use: Augmentation, replacement, exchange, piscatorial, wildlife propagation, recreational and fire protection. 13CW51 LORENZINI BROTHERS, 10222 Rd. Y, Weldona, CO 80653. Telephone: 970-645-2485. APPLICATION FOR CHANGE OF WATER RIGHT IN MORGAN COUNTY. Date of original decree: 04-26-05 in case 99CW200 in Water Division 1. Decreed water right for which change is sought: 17SE Pond decreed to be located SE1/4, NE1/4, S20, T4N, R58W of the 6th PM at a point approximately 1920 ft. from the N. section line and 700 ft. from the E. section line. Decreed source of water: Spring water and runoff. Appropriation date: 12-1-99. Amount decreed: 2 af, Conditional. Decreed use: Livestock watering. Application is for a change in location of a conditional storage right. The location of the 17SE Pond was incorrectly described in case 99CW200. 17SE Pond was intended to be located in the NE1/4, SE1/4 of S17, T4N, R58W, approximately 3582 ft. from the north line and 942 ft. from the east line of S17. 17SE Pond has been constructed in the intended location. The amount, use, source and appropriation date are unchanged. 13CW52 SHEILA WINBERG % Dianna Varra, P.O.A., 9080 CR 102, Nunn, CO 80648. 970-897-2375. APPLICATION FOR CORRECTION FOR AN ESTABLISHED BUT ERRONEOUSLY DESCRIBED POINT OF DEIVERSION PURSUANT TO §37-92-305(3.6), C.R.S. IN WELD COUNTY. Date of original decree: 05-30-74 in case W-4988 in Water Division 1. Decreed water right for which correction is sought: Winberg Well, permit no. 292501, decreed location SW1/4, SE1/4, S33, T9N, R66W of the 6th PM at a point 1320 ft. West and 980 Ft. North of the SE corner of said S33. Decreed source of water: South Platte River. Appropriation date: 05-31-30. Amount decreed: 0.033 cfs. Absolute. Use: domestic and yard irrigation. Well was drilled in approximately 1930. The well was late registered under Well Permit 292501 on 9-13-13 at the correct location, being the SW1/4, SE1/4, S33, T9N, R66W of the 6th PM at a point 961 from the South line and 2562 ft. from the East line of S33. The well has been at the same physical location since the applicable decree(s) confirmed the water right. It appears when the well was decreed in case W-4988 the applicant made an erroneous determination of the location of the west line of said S33. The actual location of the well was determined by the use of a hand held GPS unit. The accuracy of the UTM coordinates as indicated on the GPS unit was plus or minus 20 ft. 13CW53 SAND CREEK ESTATES WATER USERS ASSOCIATION, 12826 CR 37, Sterling, CO 80751. 970-522-9485. APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE ABSOLUTE IN WHOLE OR IN PART IN LOGAN, MORGAN AND WASHINGTON COUNTIES. Date of original decree: 04-06-99 in case 98CW281 in Water Division 1. Subsequent decrees awarding findings of diligence: 11-07-07 in case 05CW142 in Water Division 1. Structures: SCEWUA Well Nos. 2 – 12 inclusive. SCEWUA Well No. 2 located Lot 2, Sand Creek Estates First Filing, NW1/4, S21, T8N, R53W of the 6th PM at a point 2486 ft. South and 450 ft. East of the NW corner

2

of S21. SCEWUA Well No. 3 located Lot 3, Sand Creek Estates First Filing, NW1/4, S21, T8N, R53W of the 6th PM at a point 2535 ft. South and 801 ft. East of the NW corner of S21. SCEWUA Well No.4. Sand Creek Estates Second Filing, NW1/4, S21, T8N, R53W of the 6th PM at a point 1907 ft. South and 205 ft. East of the NW corner of S21. SCEWUA Well No. 5, Sand Creek Estates Second Filing, SW1/4, NW1/4, S21, T8N, R53W of the 6th PM at a point 2174 ft. from the North line and 204 ft. from the West line of S21. Date water applied to beneficial use? 01-09-06 SCEWUA Well No. 6, Sand Creek Estates Second Filing, NW1/4, S21, T8N, R53W of the 6th PM at a point 2203 ft. South and 571 ft. East of the NW corner S21. SCEWUA Well No. 7, Sand Creek Estates Second Filing, NW1/4, S21, T8N, R53W of the 6th PM at a point 2201 ft. South and 866 ft. East of the NW corner S21. SCEWUA Well No. 8, Sand Creek Estates Second Filing, NW1/4, S21, T8N, R53W of the 6th PM as a point 2201 ft. South and 1141 ft. East of the NW corner S21. SCEWUA Well No. 9, permit 57941-F, Sand Creek Estates Second Filing, SW1/4, NW1/4, S21, T8N, R53W of the 6th PM at a point 2536 ft. from the North line and 1204 ft. from the West line of S21. Date water applied to beneficial use: 09-20-02. SCEWUA Well No. 10, permit 62373-F, Sand Creek Estates Second Filing, SW1/4 NW14, S21, T8N, R53W of the 6th PM at a point 2534 ft. from the North line and 1609 ft. from the West line of S21. Date water applied to beneficial use: 06-03-05. SCEWUA Well No. 11, Sand Creek Estates Second Filing, NW1/4, S21, T8N, R53W of the 6th PM at a point 2534 ft. South and 2013 ft. East of the NW corner of S21. . SCEWUA Well No. 12, permit 62116-F, Sand Creek Estates Second Filing, SE1/4, NW1/4, S21, T8N, R53W of the 6th PM at a point 2534 ft. from the North line and 2421 ft. from the West line of S21. Date water applied to beneficial use: 07-14-05. Source for all wells: Pierre shale. Date of appropriation for all wells: 10-08-97. Amount claimed for all wells: 30 gpm, Conditional. Use for all wells: Domestic and irrigation of 5000 square ft. 13CW54 JAMES P AND LINDA K. HENDRIX, 10585 W. 23rd Pl., Lakewood, CO 80215. 303-238-2358. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN PARK COUNTY. Date of original decree: 12-20-96 in case 96CW533 in Water Division 1. Subsequent decree: 11-20-07 in case 07CW117 in Water Division 1. Hendrix Well located NW1/4, SW1/4, S5, T10S, R75W of the 6th PM at a point approximately 2500 ft. from South line and 880 ft. from West line in S5. Filing 4, Lot 202, Elkhorn Ranches. Source: Groundwater. Appropriation date: 12-31-75. Amount: .033 cfs (15 gpm), Conditional. Use: Household use only in a single family dwelling, not including irrigation. 13CW3131 REJECTED APPLICATION, NON-COMPLIANT 13CW3132 Colorado Mountain Properties, Inc., 26624 North Turkey Creek Road, Evergreen, CO 80439. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION TO MAKE ABSOLUTE A CONDITIONAL WATER STORAGE RIGHT. IN JEFFERSON COUNTY. 2. Name of Structure: Sprucedale Reservoir. 3. Description of Conditional Water Right: A. Date of Original Decree: November 14, 2007. Case No. 2001CW306. Court: District Court, Water Division 1. B. Location: Sprucedale Reservoir is located in the NE1/4 NW1/4 of Section 28, Township 5 South, Range 71 West, 6th P.M., Jefferson County. The outlet of the Reservoir is located at a point whence the North Quarter Corner of Section 28 bears North 54º 32' 30" East, 631.21 feet. Sprucedale Reservoir is off-channel. Water is diverted from Cub Creek at a point on the East bank whence the North Quarter Corner of Section 28 bears North 51º 10' 05" East, 720.05 feet. In addition, water associated with runoff originating from lands above the Reservoir, as well as springs above the Reservoir, is captured when available and in priority. C. Source: Cub Creek and its tributaries, surface runoff and springs. D. Appropriation Date: December 31, 2001. E. Amount: 2.0 acre feet, Conditional. F. Use. Augmentation, exchange and substitution purposes. 4. 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. Subsequent to the entry of the Decree in November of 2007, the following actions have been taken in furtherance of the completion of the conditional water storage right: (a) Sprucedale Reservoir has been constructed to a capacity of 1.001 acre feet. It became fully operational in

3

September of 2008. (b) A plan for augmentation for the Cragmont subdivision was processed and approved in Case No. 2007CW123. Sprucedale Reservoir is an integral component of the plan. (c) Water has been stored in Sprucedale Reservoir under the storage priority decreed to the structure. Once stored, the water has been released to Cub Creek to replace depletions associated with water usage in the Cragmont subdivision. 5. Date Water Applied to Beneficial Uses: Water has been stored in Sprucedale Reservoir under the storage priority decreed to the Reservoir at various times since 2009. A total of 1.001 acre feet of water was stored under the storage right decreed in Case No. 2001CW306 on September 12, 2013. On October 28, 2013, and November 11, 2013, water was released from the Reservoir to replace depletions associated with water use at the Cragmont subdivision. WHEREFORE, Applicant requests that the storage right decreed to Sprucedale Reservoir be made Absolute in the amount of 1.001 acre feet, for augmentation, exchange and substitution purposes. (4 pages). 13CW3133 (06CW272) THOMAS COBLENTZ AND VIRGINA COBLENTZ, P.O. Box 1307, Winter Park, CO 80482. C/O James W. Culichia and Ryan W. Farr, Felt, Monson & Culichia, LLC, 319 N. Weber St., Colorado Springs, CO 80903. APPLICATION TO MAKE CONDITIONAL WATER RIGHTS ABSOLUTE in PARK COUNTY. A. Glen’s Spring. B. VA and TC’s Pond. C. Gary’s Pond. Glen’s Spring: Date of Original Decree: The original decree was entered on November 14, 2007 in case number 06CW272, Water Division 1. Legal description of point of diversion: In the NW1/4 of the SW1/4, Section 5, Township 14 South, Range 72 West, 6th P.M., Park County, Colorado. GPS location information in UTM format obtained from a GPS unit: UTM Zone 13, 459084E, 4301835N. Glen’s Spring is located within Ranger Station Addition Lot 30 to High Chaparral Ranch. See Exhibit A attached hereto. Source: Natural flowing discharge that flows to the unnamed drainage on the Applicants’ property. Date of Appropriation: September 12, 2003. Amount Claimed: 12 gallons per minute. How Appropriation was Initiated: By forming the intent to appropriate water to beneficial use, determining the location of the spring, estimation of flows, clearing the area around the spring. Date Water Applied to Beneficial Use: November of 2007 Glen’s Spring had been dug out and use by Llama livestock as drinking water commenced. Uses: Glen’s Spring has a conditional decree for livestock and wildlife watering, wetlands enhancement, recreation and fish propagation. VA and TC’s Pond: The names of the two ponds were reversed in the initial application for the conditional water right. Therefore, all references to VA and TC’s Pond in this application are referring to the pleadings and findings for Gary’s Pond in the conditional application and decree and vice versa. Date of Original Decree: The original decree was entered on November 14, 2007 in case number 06CW272, Water Division 1. Legal Description of Location of Center of Dam: In the NW1/4 of the SE1/4, Section 5 Township 14 South, Range 72 West, 6th P.M., Park County, Colorado. GPS location information in UTM format obtained from a GPS unit: UTM Zone 13, 459139E, 4301515N. This pond is located within Ranger Station Addition Lot 30 to High Chaparral Ranch. See Exhibit A attached. Source: Unnamed water course, tributary to Ranger Station Gulch, tributary to South Platte River. Date of Appropriation: September 12, 2003. How Appropriation was Initiated: By forming the intent to appropriate water to beneficial use, determining the location of the pond, commencing work on the feasibility of construction. Date Water Applied to Beneficial Use: Construction of pond was completed in the Spring of 2009. Uses: VA and TC’s Pond has a conditional decree for livestock and wildlife watering, wetlands enhancement, fish propagation, recreation, and fire protection. Specifications: Surface area of high water line: 0.21 acres (9,148 square feet. Maximum height of the dam: 12 feet (height of dam to spillway is 9 feet. Length of dam: 96 feet (initial length), 51 feet (final length). Total capacity of reservoir: 0.213 acre feet all of which being active storage. Amount claimed: 0.128 acre feet fill and refill. Comments: Surface area of this pond is smaller than the amount recorded in the conditional decree. The actual surface area of this pond is 0.09 acres (3,780 square feet). The length of the dam is shorter than in the conditional decree. The actual length is 51 feet. Gary’s Pond: Date of Original Decree: The original decree was entered on November 14, 2007 in case number 06CW272, Water Division 1. Legal Description of Location of Center of Dam: In the NW1/4 of the SE1/4, Section 5, Township 14 South, Range 72 West, 6th P.M.,

4

Park County, Colorado. GPS location information in UTM format obtained from a GPS unit: UTM Zone 13, Easting 459480, Northing 4301613. This pond is located within Ranger Station Addition Lot 30 to High Chaparral Ranch. See Exhibit A attached. Source: Unnamed water course, tributary to Ranger Station Gulch, tributary to South Platte River. Date of Appropriation: September 12, 2003. How Appropriation was Initiated: By forming the intent to appropriate water to beneficial use, determining the location of the pond, commencing work on the feasibility of construction. Date Water Applied to Beneficial Use: Construction of the pond was completed on November 10, 2009. Uses: Gary’s Pond has a conditional decree for livestock and wildlife watering, wetlands enhancement, fish propagation, recreation, and firefighting. Specifications: Surface area of high water line: 0.025 acres (1,100 square feet). Maximum height of dam: 10 feet (height of dam to spillway is 7 feet). Length of dam: 36 feet (initial length), 30 feet (final length). Total capacity of reservoir: 0.012 acre feet all of which being active storage. Total claimed: 0.012 acre feet fill and refill Comments: Surface area of this pond is larger than the amount recorded in the conditional decree. The actual surface area of this pond is 0.03 acres (1,152 square feet). However, the length of the dam is shorter than in the conditional decree. The actual length is 30 feet. OUTLINE OF WORK DONE FOR COMPLETION OF APPROPRIATION AND APPLICATION OF WATER TO BENEFICIAL USE. Glen’s Spring: The spring was dug out roughly three to four feet in diameter and dug down roughly one foot deep to help with stock water. The Applicants leased out there land in November of 2007 for the raising of llamas which utilize the spring for watering. Finally, the Applicants have planted wild flowers and limber pine around the spring. VA and TC’s Pond: The pond was built and completed in the spring of 2009. It was filled with fish in the summer of 2009 and restocked in the summer of 2010. Applicants built an overflow channel on the west side of the pond leading to the unnamed water source stream located on the west side of the pond. A working valve with an outlet has been installed at the south end of the pond in order to capture or bypass the water from the adjacent unnamed water source stream. An aeration system was placed in the pond in 2010. There has also been a dock and a fish feeder installed within the perimeter of the pond. Gary’s Pond: The pond was completed on November 10, 2009 and had the dam repaired in 2010. APPLICATION FOR NAME CHANGE Included in this application is the request to officially switch the names of the ponds as listed in the original decree. Therefore, VA and TC’s pond in the original decree will actually be Gary’s pond in the final decree and vice versa. The Application consists of 6 pages. 13CW3134 William S. Yearsley and Claudia M. Yearsley, 2116 Wieler Road, Evergreen, Colorado 80439, North Fork Associates, LLC and Mountain Mutual Reservoir Company, P. O. Box 27567, Denver, Colorado 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION FOR UNDERGROUND WATER RIGHT, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT. IN JEFFERSON COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHT: 1. Name of Well and Permit, Registration or Denial Number: Yearsley Well No. 1 (Permit No. 292716). 2. Legal Description of the Well: Yearsley Well No. 1 is located in the NW1/4 NW1/4 of Section 27, Township 4 South, Range 71 West, 6th P.M., Jefferson County, at a point approximately 1.209 feet from the North Section line and 440 feet from the West Section line of said Section 27. 3.A. Source of Water: Ground water that is tributary to Kerr Gulch, Swede Gulch, Bear Creek and the South Platte River. 3.B. Depth of Well: N/A. 4.A. Date of Appropriation: October 18, 2013. 4.B. How Appropriation was Initiated: Submittal of a well permit application to the Colorado Division of Water Resources, followed by the issuance of a well permit by the State Engineer. 4.C. Date Water Applied to Beneficial Use: N/A. 5. Amount Claimed: 15 gallons per minute, Conditional. 6. Uses: Ordinary household purposes inside a single family dwelling, stock watering, irrigation and fire protection purposes. 7. Names and Address of Owners of Land on which the Well will be Located: William S. Yearsley and Claudia M. Yearsley, as described above. 8. Remarks: The Permit for the Yearsley Well No. 1 was issued pursuant to C.R.S. §37-92-602. A copy of the Permit is attached as Exhibit “A.” Upon approval of the plan for augmentation being requested, a new well permit application for the Well will be submitted to the State Engineer, along with a request that Permit

5

No. 292716 be cancelled. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Name of Structure to be Augmented: Yearsley Well No. 1. 2. Water Rights to be Used for Augmentation Purposes. a. William S. Yearsley and Claudia M. Yearsley (“Yearsleys”) have entered into a contract with North Fork Associates, LLC to purchase 2.9 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 2.9 shares represent the right to receive 0.091 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders, as more particularly described below. b. The water rights which MMRC owns for the benefit of its shareholders (hereinafter referred to as the "Bear Creek/Turkey Creek water rights"), are summarized as follows: i. Harriman Ditch. 7.71 shares of the 400 shares of capital stock (1.93%), issued and outstanding in the Harriman Ditch Company. Said Company owns direct flow water rights decreed to the Harriman Ditch. Pursuant to the Decree entered in Civil Action No. 6832, on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Date

Priority Number Source Amount MMRC Entitlement

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

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

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

Appropriation Date

Priority Number Source Amount MMRC Entitlement

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

6

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 Yearsleys are the owners of a 10.8 acre parcel of property located in the NW1/4 NW1/4 of Section 27, Township 4 South, Range 71 West, 6th P.M., Jefferson County, described as Lot 3, Recorded Exemption Case No. 12-1168892EX, Jefferson County. The property is also referred to as Lot 3 of the Hager subdivision, with an address of 2087 Wieler Road. The Yearsley plan to construct a single family residence on the property. Wastewater from all in-building uses of water will be treated utilizing a non-evaporative septic system with a soil absorption leach field. Return flows will be to Kerr Gulch. The property is depicted on the attached Exhibit "B." b. The permit for the Yearsley Well No. 1 limits the use of water from the well to in-house purposes within a single-family residence. The Yearsleys desire to expand the use of water from the well to include irrigation and the watering of domestic animals. c. Based on prior engineering studies, it is assumed that the maximum average occupancy of the single family residence will be 3.5 persons, and that the per capita daily water usage will not exceed 80 gallons as an annual average. The augmentation plan will also cover the irrigation of 500 square feet of lawn grass, or equivalent gardens, and the watering of 4 horse, or 16 sheep, or equivalent domestic animals. Gross irrigation requirements for lawn grass are no more than 1.25 acre-feet of water per irrigated acre at this location. Water requirements for horses are assumed to be 10 gallons per animal per day. Water requirements for sheep are assumed to be 2.5 gallons per animal per day. The total volume of water required is projected to be approximately 0.5 of an acre foot per year. d. Depletions associated with water that is used inside the proposed residence will be based on a ten percent (10%) consumption factor. Consumption of lawn grass at this location is 1.0 acre-foot per acre. All of the water supplied to domestic animals is assumed to be consumed. Maximum stream depletions are not anticipated to exceed 0.091 of an acre foot per year, or a maximum of 0.06 of a gallon per minute. e. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. Whenever possible, depletions to the stream system which occur during the period April through October, inclusive, will be continuously augmented by MMRC forgoing the diversion of a portion of its Warrior Ditch and/or Harriman Ditch direct flow water rights. During times when MMRC's direct flow water rights are not in priority and during the months of November through March, inclusive, depletions will primarily be augmented by periodically releasing water from the Soda Lakes Reservoirs. Water may also be released from Meadowview Reservoir. g. Since the point of depletion associated with water use under this augmentation plan is on a side tributary of Bear Creek and upstream of the Harriman Ditch headgate, the Yearsleys assert an appropriative right of substitute supply and exchange pursuant to C.R.S. §37-80-120 and §37-92-302(1)(a). The reach of the exchange shall extend from the confluence of Bear Creek and Turkey Creek at Bear Creek Lake in Section 5, Township 5 South, Range 69 West, 6th P.M., Jefferson County; thence up Bear Creek to its confluence with Swede Gulch (a/k/a Kerr Gulch), located in the SE 1/4 NW1/4 of Section 36, Township 4 South, Range 71 West, 6th P.M. (very close to the line between the N1/2 and the S1/2 of Section 36); thence up Swede Gulch to the confluence of Swede Gulch and Kerr Gulch in the NE1/4 SW1/4 of Section 26, Township 4 South, Range 71 West, 6th P.M.; and thence up Kerr Gulch to the point where depletions from the Yearsley Well No. 1 will impact Kerr Gulch in the

7

NE1/4 NW1/4 of Section 27, Township 4 South, Range 71 West, 6th P.M. The exchange will operate to replace depletions to the flow of water in Kerr Gulch, Swede Gulch, Bear Creek and the South Platte River as the depletions occur. The exchange will be administered with a priority date of November 21, 2013, at a maximum flow rate of 0.001 of a cubic foot per second. 4. Names and Address of Owners of Land on which New Structures will be Located: William S. Yearsley and Claudia M. Yearsley, as described above. WHEREFORE, the Yearsleys request the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. The Yearsley also request a determination that the Yearsley Well No. 1 can be operated without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. The Yearsleys further request the entry of an Order directing the State Engineer to issue a new permit for the Well. (7 pages and two exhibits). 13CW3135 City of Thornton, Infrastructure Department, Division of Water Resources, 12450 North Washington Street, Thornton, Colorado 80241,Telephone: 720-977-6600. Joanne Herlihy, Esq., Assistant City Attorney, City of Thornton, 9500 Civic Center Dr., Thornton, CO 80229, 303-538-7210. VERIFIED APPLICATION FOR SEXENNIAL FINDING OF REASONABLE DILIGENCE IN ADAMS and JEFFERSON COUNTIES. 2. Name of Exchanges. 2.1. Clear Creek – South Platte Exchange (Burlington—Wellington Shares) 2.2. Clear Creek – South Platte Exchange (South Park water rights) 3. Description of conditional water rights. At any time when, there is a call senior to March 29, 1983 on the South Platte River downstream from the confluence of the South Platte River and Clear Creek (“Confluence”), located in Section 36, Township 2 South, Range 68 West of the 6th P.M., in Adams County, Colorado, and at no other times, Thornton shall be entitled to deliver water to the Confluence by foregoing diversions or making releases under the two water exchange rights identified in Paragraphs 2.1 and 2.2 as more specifically described below: 3.1. Clear Creek – South Platte Exchange (Burlington—Wellington Shares). 3.1.1. Point of Diversion by Exchange. 3.1.1.1. Lower Clear Creek Ditch, the headgate of which is located on the left bank of Clear Creek in Section 4, Township 3 South, Range 68 West, of the 6th P.M., in Adams County, Colorado. Water diverted through the Lower Clear Creek Ditch under the exchange decreed in 83CW81 shall be used by direct use and by storage in, and subsequent release from, West Gravel Lakes, located in Section 30, Township 2 South, Range 67 West of the 6th P.M., and Sections 25 and 26, Township 2 South, Range 68 West of the 6th P.M., all in Adams County, Colorado. 3.1.2 Substitute Supplies and Methods of Release. 3.1.2.1. Water rights represented by shares and pro rata water rights owned by Thornton in the Burlington Ditch, Reservoir and Land Company (“Burlington Company”) at the time of the application made in Case No. 83CW81 as identified in Attachments A and B thereto, reattached hereto and incorporated herein by reference. Thornton’s Burlington Company water rights shall be made available to the South Platte River at the Confluence as sources of substitute supply under this exchange by turning water out of the Burlington Ditch and/or making releases from storage in Duck Lake and/or Tani Lakes (a.k.a. East Gravel Lakes). 3.1.2.2. Water rights represented by shares and pro rata water rights owned by Thornton in the Wellington Reservoir Company at the time of the application made in Case No. 83CW81 as identified in Attachments C and D thereto, reattached hereto and incorporated herein by reference. Thornton’s Wellington Reservoir Company water rights shall be made available to the South Platte River at the Confluences as sources of substitute supply under this exchange by turning water out of the Burlington Ditch and/or making releases from storage in Wellington Reservoir and/or Tani Lakes (a.k.a. East Gravel Lakes). 3.1.3. Appropriation Date. March 29, 1983. 3.1.4. Source. The source of the Points of Diversion by Exchange is Clear Creek. The source of substitute supplies is the South Platte River. 3.1.5. Amount. Up to 49.5 cfs, CONDITIONAL. 3.1.6. Uses. All municipal uses, including domestic, mechanical, manufacturing, industrial, power generation, fire protection, use for sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, recreation, piscatorial, agricultural uses within the Thornton service area, maintenance and preservation of wildlife and aesthetic values, and replacement, adjustment and regulation, including exchange and augmentation, of among and with units of the Thornton municipal water system and other water users and other water rights. At times, not all of the water delivered to the

8

Confluence under the replacement Water Rights will be water which Thornton has the right to fully consume. Thornton shall at all times be entitled to consume the same amount of water diverted under the Exchanges as the amount of decreed fully consumable water being simultaneously delivered to the Confluence under the Replacement Water Rights. Thornton shall be limited to only one use of water diverted under the Exchanges in the same amount as decreed single-use water is simultaneously delivered to the Confluence under the Replacement Water Rights. To the extent that Thornton has the decreed right to fully consume water diverted under the Exchanges, Thornton shall be entitled to fully consume such water by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition. 3.2. Clear Creek – South Platte Exchange (South Park water rights). 3.2.1 Points of Diversion by Exchange. 3.2.1.1. The Lower Clear Creek Ditch, located as described in paragraph 3.1.1.1 above. 3.2.1.2 Croke Canal, the headgate of which is located on the left bank of Clear Creek in the NW/4 of the NE/4 of Section 26, Township 3 South, Range 70 West of the 6th P.M., in Jefferson County, Colorado. Water diverted through the Croke Canal under the exchange decreed in Case No. 83CW81 shall be used by direct use and by storage in, and subsequent release from, Standley Lake, located in Sections 16, 17, 20, 21, 22, 27, 28 and 29, Township 2 South, Range 69 West of the 6th P.M., in Jefferson County, Colorado. 3.2.1.3. Farmers High Line Canal, the headgate of which is located on the left bank of Clear Creek in Section 27, Township 3 South, Range 70 West of the 6th P.M., in Jefferson County, Colorado. Water diverted through the Farmers High Line Canal under the exchange decreed in Case No. 83CW81 shall be used by direct use and by storage in, and subsequent release from, Standley Lake. 3.2.2. Substitute Supplies and Methods of Release. 3.2.2.1. South Park water rights originally adjudicated in Park County, Colorado and owned by Thornton at the time of the application in Case No. 83CW81 as described in Attachment E thereto, reattached hereto and incorporated herein by reference. Thornton’s South Park water rights shall be made available to the South Platte River as sources of substitute supply under this exchange by forgoing diversions at the alternate points of diversion decreed in said change decrees and/or by making releases from storage in Spinney Mountain Reservoir, Spruce Grove Reservoir and/or Tani Lakes (a.k.a. East Gravel Lakes). 3.2.3. Appropriation Date. March 29, 1983. 3.2.4. Source. The source of the Points of Diversion by Exchange is Clear Creek. The source of substitute supplies is the South Platte River. 3.2.5. Amount. 21.70 cfs ABSOLUTE, 33.08 cfs, CONDITIONAL. 3.2.6. Uses. Same as described in Paragraph 3.1.6. above. 3.2.7. Remarks. In November 2003, in accordance with that certain Water Rights Purchase and Sale Agreement dated May 20, 2003, the cities of Thornton and Aurora closed on the sale of substantially all of Thornton’s South Park water rights (identified as the Eleven Ranches Water Rights and the Agricultural Rights), including all of the South Park water rights comprising the source of substitute supply decreed in Case No. 83CW81, as described in Attachment E hereto (“South Park Water Rights”). The terms of the sale obligate Aurora to provide Thornton with 7,883 ac-ft of fully consumable water at the confluence of Sand Creek and the South Platte River (Traded Water Sources). The Traded Water Sources are comprised of any of several sources of water that Aurora owns, controls or will control, including the Eleven Ranches Water Rights and the Agricultural Rights conveyed to Aurora by Thornton, some of which were decreed as sources of substitute supply in Case No. 83CW81. Therefore, Thornton shall continue to have the ability in the future to operate the Clear Creek – South Platte Exchange (South Park water rights) whenever Aurora provides water to Thornton derived from the South Park Water Rights originally decreed as sources of substitute supply. However, Thornton’s future operation of the Clear Creek–South Platte Exchange (South Park water rights) shall be limited solely to circumstances where Aurora provides water to Thornton by exercise of the South Park Water Rights in amounts up to the limits shown on Attachment E and in the same manner as was originally decreed in Case No. 83CW81 at paragraph 12.c., i.e., Aurora must forego diversions and/or release from storage water available by exercise of the South Park Water Rights, and convey such water down to the South Platte River or its tributaries without use by Aurora to make water available at the confluence of Clear Creek and the South Platte River as a substitute supply for Thornton’s diversions by exchange at the Points of Diversion by Exchange, all subject to the terms and conditions contained in the original decree issued in Case No. 83CW81. Moreover, in addition to any accounting requirements set forth in the decree in Case No. 83CW81, Thornton must document, through accounting records provided to Thornton by

9

Aurora or other appropriate records acceptable to the Division Engineer, that the source of substitute supply used in any such exchange is, in fact, solely water derived from the South Park Water Rights either through Aurora’s foregone diversion of said rights, or releases from storage pursuant to said rights. 3.3. Date of Original Decree: November 9, 1990. Case No. 83CW81, District Court, Water Division 1 (“Original Decree”). 3.4. Subsequent decrees awarding findings of diligence: Since the Original Decree was entered November 9, 1990, timely applications for findings of reasonable diligence have been filed in accordance with Colorado law and the following diligence decrees have been entered: 3.4.1. Case No. 96CW278 (January 7, 1998), District Court, Water Division 1. 3.4.2. Case No. 04CW15 (November 14, 2007), District Court, Water Division 1. In Case No. 04CW15, the Court decreed 21.70 cfs of the Clear Creek – South Platte Exchange (South Park water rights) absolute and entered a finding of diligence on the remaining 33.08 cfs and continued the right as conditional. 4. Abandonment of remaining conditional portion (33.08 cfs) of the Clear Creek – South Platte Exchange (South Park water rights). Thornton hereby abandons the remaining conditional portion, 33.08 cfs, of the Clear Creek – South Platte Exchange (South Park water rights). 5. Detailed outline of what has been done toward completion, including expenditures: From January 31, 2004 through November 30, 2013, Thornton performed the following work and incurred the following costs, all or in part, concerning the remaining conditional portion of the Clear Creek – South Platte Exchange (Burlington—Wellington Shares), including work and expenditures on specific structures integral to the diversion and use of the Clear Creek – South Platte Exchange (Burlington—Wellington Shares), and on Thornton’s integrated water supply system within which the Clear Creek – South Platte Exchange (Burlington—Wellington Shares) will be placed to beneficial use. The work done and costs incurred set forth below are illustrative and not exhaustive and Thornton reserves the right to present evidence of additional diligence costs and activities at trial. 5.1. SCADA System Upgrade: This project is designed to completely replace and upgrade Thornton’s SCADA System to include new technologies in networking, hardware, software and configuration programming. The SCADA System connects remote facilities such as: pump stations, reservoirs, tanks, sewer lift stations and pressure reducing valve stations to Thornton’s water treatment plants’ central control room for operational monitoring and control of Thornton’s distribution system in real time. Costs incurred for this project during the diligence period were approximately $1,260,000. 5.2. Lower Clear Creek and Colorado Agricultural Ditch Bifurcation: The bifurcation structure was rebuilt, enlarged and modernized. Thornton’s contribution to this project as a shareholder and pursuant to contract during the diligence period was approximately $168,000. 5.3. Lower Clear Creek Ditch Channel: Thornton installed an additional channel on the Lower Clear Creek Ditch bifurcation and enlarged the existing channel downstream of the bifurcation in order to operate the Clear Creek and South Platte River Exchange at a cost of approximately $20,200. 5.4. Lower Clear Creek Diversion Structure: Thornton’s diversion structure on the Lower Clear Creek Ditch was replaced. The project included removal of trees along the ditch bank for a distance of 50 feet and the design of a new diversion structure complete with catwalk, gate, rails, riprap, concrete walls, structural excavations and backfill. The cost of these improvements during the diligence period was approximately $124,000. 5.5. Colorado Agricultural Ditch Diversion Structure: Thornton improved its diversion structure on the Colorado Agricultural Ditch. The improvements included the addition of a concrete check structure in the Colorado Agricultural Ditch and provision of a head gate and diversion pipe for diversions to Lower Clear Creek Ditch. The cost of these improvements during the diligence period was approximately $36,000. 5.6. West Gravel Lakes Rip Rap Project: Thornton designed and installed rip rap protection at eroding slopes on its West Gravel Lakes, which are an integrated component of the Clear Creek and South Platte River Exchange, at a cost of more than $1,884,000. 5.7. Water Quality Sampling Program: During the relevant diligence period, Thornton spent a total of approximately $1,120,000 on water quality monitoring and sampling of its Clear Creek raw water collection system including the West Gravel Lakes. 5.8. Ditch Company Assessments: Thornton paid assessments or carriage fees in excess of $740,000 for its share ownership and contract rights in the Lower Clear Creek Ditch Company, Colorado Agricultural Ditch Company, Wellington Reservoir Company, and Burlington Ditch, Reservoir and Land Company. 5.9. Treated Water System Improvements: Thornton made significant improvements to its Wes Brown Water Treatment Plant (formerly the Columbine Treatment Plant) during the diligence period. This project included expanding the treatment capacity from 30

10

mgd to 50 mgd; installing improved treatment processes, including ultra filtration membranes, UV disinfection, and enhanced clarifiers; putting in a new pump station; and increasing storage in the plant. Thornton has regular programs to maintain these treatment technologies and the treatment facilities. Thornton has continually improved, maintained, and extended its treated water distribution system to provide water service to its customers. 5.10. West Gravel Lakes Bathymetric Survey: Thornton had West Gravel Lake No. 1 surveyed for silt infiltration during the diligence period at a cost of approximately $13,000. 5.11. Water Court - Thornton has actively participated in water court proceedings by filing for diligence, receiving decrees, and appearing in over 110 water court cases as an objector in order to protect the water rights decreed in Case No. 83CW81. Costs incurred during the diligence period were approximately $2,000,000. 6. Claim to make absolute: N/A. 7. Names and addresses of owners of land upon which new diversion or storage structures will be built, owners of existing structures which may require modification and owners of land upon which water is or will be stored: No new diversion or storage structures are necessary and no existing structures need modification for operation of this water right. Applicant is the owner of land upon which water is or will be stored under this decree. WHEREFORE, Applicant respectfully requests a judgment and decree of this Court that: The Applicant has diligently pursued completion of the remaining conditional portion of the Clear Creek – South Platte Exchange (Burlington—Wellington Shares) decreed in Case No. 83CW81, and for such remaining portion of the subject water right to be continued as a conditional water right for a period of six years after entry of the Court’s decree herein; and such other relief as the Court deems just and proper. (18 pages). 13CW3136 REJECTED APPLICATION, NOT VERIFIED. 13CW3137 Loveland Ready Mix Concrete, Inc., 1811 W. 12th Street, Loveland, CO, 80537, through their attorneys: Matthew S. Poznanovic, Esq., Petrock & Fendel, P.C., 700 Seventeenth Street, Suite 1800, Denver, CO 80202. APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE ABSOLUTE, in LARIMER COUNTY. 2. Decree Information: Originally decreed in Case No. 98CW431 on March 12, 2001. In Case No. 07CW38, a finding of reasonable diligence for the conditional water rights was decreed. The period of diligence which is the subject of this application is from the date of decree in Case No. 07CW38 being November 14, 2007. 3. Name of Structures/Conditional Water Rights: 3.1 Loveland Ready-Mix Pond No. 1 3.2 Loveland Ready-Mix Pond No. 2 4.Description of Conditional Water Rights from decree in Case No. 98CW431: 4.1 Appropriation Date: November 13, 1998 4.2 Source: The Big Thompson River. 4.3 Amount: 550 acre-feet combined for Loveland Ready-Mix Pond No. 1 and Loveland Ready-Mix Pond No. 2, conditional. Each reservoir is decreed one annual refill. It is anticipated that Loveland Ready-Mix Pond No. 1 will be approximately 320 acre feet in size and Loveland Ready-Mix Pond No. 2 will be approximately 230 acre feet in size. Pursuant to the Case No. 98CW431 decree, the precise capacity of each reservoir will be determined and included in any application to make the decree absolute, and in no event will the combined capacities exceed 550 acre feet. 4.4 Legal Description of Structures: The reservoirs are located in the portion of the Northwest Quarter of Section 16 that lies North of the Big Thompson River and South of the Barnes Ditch and the portion of the West Half of the Northeast Quarter of Section 16 that lies West of Namaqua Road, North of the Big Thompson River and South of the Barnes Ditch, all in Township 5 North, Range 69 West of the 6th P.M., Larimer County, Colorado. 4.4.1 The outlet structure for Loveland Ready-Mix Pond No. 1 is located approximately 1,200 feet South and 200 feet West of the NW corner of the NE1/4 of Section 16. 4.4.2 The outlet structure for Loveland Ready-Mix Pond No. 2 is located approximately 2,100 feet South and 400 feet East of the NW corner of the NE1/4 of Section 16. 4.5 Points of Diversion: Diversions will be directly from the Big Thompson River at a point or points located in the SW1/4 of the NW1/4 of Section 16, Township 5 North, Range 69 West of the 6th P.M., at a point which bears South 43º 17’ 03” West a distance of approximately 3,114.24 feet from the North Quarter Corner of Section 16. 4.6 Means of Diversion: Diversions will be accomplished by use of up to three 10 inch pumps, with a total capacity of 8,078 gallons per minute, or by a combination of pumps and siphons. The total maximum rate of diversion will be approximately 18 cubic feet per second of time. 4.7 Use: Augmentation, exchange, and

11

substitute supply, recreation, fish propagation and wildlife habitat. The recreation, fish propagation and wildlife habitat uses shall all be within or upon the reservoirs, and no water shall be removed from the reservoirs for these uses. APPLICATION TO MAKE ABSOLUTE 5. The total combined capacity of the reservoirs is currently 476 acre-feet. The current storage capacity for Loveland Ready-Mix Pond No. 1 is 240 acre-feet, and for Loveland Ready-Mix Pond No. 2 is 236 acre-feet. During this diligence period, in March through May 2010, 92.67 acre-feet was diverted in priority and delivered into storage in Loveland Ready-Mix Pond No. 1 and 67.67 acre-feet was diverted in priority and delivered into storage in Loveland Ready-Mix Pond No. 2 pursuant to the conditional water rights. In September 2013, 44.7 acre-feet was diverted in priority and delivered into storage in Loveland Ready-Mix Pond No. 1, and 49.4 acre-feet was diverted in priority and delivered into storage in Loveland Ready-Mix Pond No. 2 pursuant to the conditional water rights. All in priority diversions into storage were made for the purpose of augmentation, exchange, and substitute supply, recreation, fish propagation and wildlife habitat uses. Pursuant to CRS § 37-92-301(5), as amended in Colorado Senate Bill 13-041, Applicant requests 137.37 acre-feet of the Loveland Ready-Mix Pond No. 1 conditional water right be made absolute for augmentation, exchange, and substitute supply, recreation, fish propagation and wildlife habitat uses, and 117.07 acre-feet of the Loveland Ready-Mix Pond No. 2 conditional water right be made absolute for augmentation, exchange, and substitute supply, recreation, fish propagation and wildlife habitat uses. In the alternative and if this amount is not made absolute, Applicant requests that a diligence finding also be made to continue this amount pursuant to the activity described below. In the event that an additional amount of water is diverted into storage in priority by the Loveland Ready-Mix Pond Nos. 1 and/or 2 water rights and used while this case is pending, Applicant will claim such additional amount also be made absolute. APPLICATION FOR FINDING OF REASONABLE DILIGENCE 6. This Application for Finding of Reasonable Diligence is filed in a timely manner pursuant to the Water Right Determination and Administration Act of 1969, Sec. 37-92-302, C.R.S. 7. During this diligence period, in continuing the development of the conditional water rights, Applicant has been engaged in the legal defense and protection of said water rights and has been diligent in the continued use and development of the water rights involved, including expenditures for legal, consulting, engineering, design, and construction work. These activities include, but are not limited to, the following: 7.1 Applicant constructed, and Applicant’s consultant Gautherie Engineering designed, augmentation stations used to measure water delivered into and released from Pond Nos. 1 and 2, including excavation, concrete work, headgates, piping, three flumes, data loggers, pressure transducers, software for data collection and recording, rain gauge and power for pump, at a cost of approximately $240,565.00. 7.2 Applicant designed and constructed the inlet structure using to make diversions into the Pond No. 1, including excavations, concrete work, gravity fed pipeline, parshall flume and adjustable headgate at a cost of approximately $13,055.00. 7.3 Applicant’s consultants, Landmark Engineering and Ken Rushing, completed the final elevations, survey, engineering calculations and aerial photography for Loveland Ready-Mix Pond Nos. 1 and 2, at a cost of approximately $1,380.00. 7.4 Applicant designed and constructed an overflow pipe to deliver water from Pond No. 1 to Pond No. 2, at a cost of approximately $1,500.00. 7.5 Applicant pursued to decree Case No. 00CW142 which approved use of the Loveland Ready-Mix Pond Nos. 1 and 2 water rights as sources of augmentation water for the augmentation plan decreed in that case. 7.6 Expenditures for water rights engineering, development of accounting and legal fees associated with use of these water rights and litigation of Case No. 00CW142 and other water court cases were at least $105,811.63. 7.7 Applicant prepared and provided submittals to, and received approval from, the Army Corp of Engineers concerning the construction and installation of the inlet structure for Pond No. 1. 7.8 Applicant prepared daily diversion, replacement water and plan for augmentation accounting, and monthly and annual reports submitted to the Office of the State Engineer. 7.9 Applicant’s consultant, Bishop-Brogden Associates, Inc., prepared an accounting form for the conditional water rights that are the subject of this case and the augmentation plan decreed in Case No. 00CW142. 7.10 Applicant prepared modifications and periodic updates to the accounting form for the conditional water rights that are the subject of this case and the Case No. 00CW142 augmentation plan. 7.11 Applicant diverted and beneficially used water under the conditional water rights described above. 7.12 During the diligence

12

period, legal counsel for Applicant has reviewed the resume of applications as published by the Water Clerk for Water Division 1 and advised Applicant whether Statements of Opposition need to be filed to protect the water rights. 7.13 Protection of water rights by opposition to water court applications for competing water rights and augmentation plans. 7.14 The work and expenditures listed above are illustrative and not exhaustive. Additional work and additional or revised expenditures may be claimed in support of this application. 8. Applicant is the owner of land upon which structures for the water rights are located. WHEREFORE, Applicant prays that this Court enter a decree finding that Applicant has made 137.37 acre-feet of the Loveland Ready-Mix Pond No. 1 conditional water right and 117.07 acre-feet of the Loveland Ready-Mix Pond No. 2 conditional water right absolute for all decreed uses, has exercised reasonable diligence in the development of the remaining conditional water rights, continuing the remaining conditional water right, and for such other and further relief as this Court deems just and proper in the premises. (7 pages) 13CW3138 The Archdiocese of Denver, 1300 S. Steele St., Denver, CO 80210-2599, 303-722-4687, Paul Zilis, Vranesh and Raisch LLP, 1720 14th Street, Suite 200, Boulder, CO 80302, APPLICATION FOR FINDING OF REASONABLE DILIGENCE in BOULDER COUNTY. 2. Name of structure: (well, spring, ditch, reservoir) Camp St. Malo Pond No. 5. 3. Describe conditional water right (as to each structure) giving the following from the Referee’s Ruling and Judgment and Decree: A. Date of Original Decree: December 4, 1987, Case No. 86CW392, Court: District Court, Water Division 1. B. Legal Description: Camp St. Malo Pond No. 5 is an on-channel reservoir, and the outlet will be located in the NW1/4 NW1/4 of Section 11, Township 3 North, Range 73 West, 6th P.M., Boulder County, Colorado at a point approximately 4,970' West of the East section line and approximately 4,520' North of the South section line of said Section 11. C. Source: Cabin Creek, tributary to St. Vrain Creek. D. Appropriation Date: December, 1986. Amount: 3 acre feet. E. Use: Commercial, domestic, recreational, piscatorial and fire protection purposes associated with Applicant’s church camp. F. Depth: (if well) Not applicable. 4. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: A. Camp Saint Malo Pond No. 5 is a part of a group of decreed water rights which Applicant has utilized to provide an adequate water supply to Camp Saint Malo. The Applicant included the Pond in its decreed Plan of Augmentation (Case No. 86CW390) which coordinated and integrated all of its water rights. Pursuant to Case Nos. 86CW390 and 86CW392, Camp St. Malo Pond No. 5 will store water in priority for the stated uses, and it will also be utilized to store a portion of the augmentation water when constructed. B. In determining whether reasonable diligence has been exercised to develop a conditional water right, a factor to be considered is the intervention of outside delaying factors. Municipal Subdistrict, Northern Colorado Water Conservancy District v. Oxy USA, Inc., 990 P2d 701 (1999). Camp St. Malo has been subject to very significant outside delaying factors. The camp was destroyed by a fire on November 14, 2011. In addition, the property experienced significant flooding on September 13, 2013. The Applicant still intends to pursue this conditional water right, but those factors have made it impossible at this time. C. During the diligence period, the Applicant contractually committed to spend approximately $39,100.00 to assess and mitigate damage from the flooding and undertake the first phase of site restoration and stabilization. It is working with FEMA and the Colorado Office of Emergency Management as well as other state and federal agencies. D. During the diligence period, redevelopment plans and a comprehensive water supply analysis were completed for the property which included exploratory drilling at a cost of approximately $128,000.00. E. A water treatment system was designed during the diligence period for use of water from the integrated system at a cost of approximately $58,500.00. F. Applicant intends to construct Camp St. Malo No. 5 at such time as the camp is rebuilt. 5. If claim to make absolute - not applicable. 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: All lands upon which Camp Saint Malo Pond No. 5 is to be located are owned by the Applicant herein. (4 pages)

13

13CW3139 (07CW82, 98CW245, 88CW014, 84CW052 and W-8550-77). Indian Hills Water District. P.O. Box 710, Indian Hills, Colorado 80454. E-mail address: IndianHillsWaterDistrict@comcast.net, 303-588-9891. Direct all pleadings to Andrea L. Benson and Robert T. Donald, Alperstein & Covell, P.C., 1600 Broadway, Suite 900 Denver, CO 80202, email: alb@alpersteincovell.com; robert@alpersteincovell.com, 303-894-8191. APPLICATION FOR FINDING OF REASONABLE DILIGENCE OF INDIAN HILLS WATER DISTRICT, IN JEFFERSON COUNTY. The Name of the Structure: Indian Hills Water District Reservoir No. 1 (“IHWD Reservoir No. 1”). Describe the conditional water right giving the following from the Referee’s Ruling and Judgment and Decree: Date and Particulars of Original Decrees: Original decree entered on February 4, 1980, Case No. W-8550-77, entered by the District Court in and for Water Division No. 1. Date and Particulars of Diligence Decrees: Subsequent findings of diligence were awarded in the following cases: Decree entered on November 23, 2007 in Case No. 07CW82; decree entered on April 20, 2001 in Case No. 98CW245; decree entered on March 4, 1992 in Case No. 88CW014; and decree entered on June 20, 1986 in Case No. 84CW052. Decreed Location: The Reservoir is located within the N1/2 of the NE1/4 of Section 7, Township 5 South, Range 70 West of the 6th Principal Meridian, in Jefferson County, Colorado. The dam axis across the channel of the Parmalee Gulch stream is located within portions of Lots 96, 97, 135 and 136, Block 8, INDIAN HILLS FIFTH FILING, according to the recorded plat thereof on file with the Clerk and Recorder, Jefferson County, Colorado. The juncture of Lots 96, 97, 135 and 136 is located 787 feet South of the North Line of Section 7 and 1,255 feet West of the East line of Section 7. The decreed and actual location of the IHWD Reservoir No. 1 is depicted on the attached Figure 1. The Sources of the Water: Streamflow, springs, runoff and other water sources located within the watershed of Parmalee Gulch above the dam axis, and Applicant’s Turkey Creek and Parmalee Gulch wells described as follows: Turkey Creek Wells: As described in the Findings and Decree of the Water Court in Case No. W-8551-77 dated February 4, 1980 in the District court in and for Water Division No. 1, State of Colorado, the contents of which are incorporated herein by reference. Parmalee Gulch Wells: As described in the Ruling of the Referee entered April 17, 1978 in Case No. W-4755 and made the judgment and Decree of the Water Court on May 9, 1978 in the District Court in and for Water Division No. 1, State of Colorado, the contents of which are incorporated herein by reference. The Date of Appropriation: November 5, 1976. Amount of Water Claimed: 3.8 acre feet, CONDITIONAL. The Proposed Uses of the Water: Water will be released to replace water consumed from water diverted from Applicant’s Turkey Creek and Parmalee Gulch wells; irrigation; fire protection; recreational purposes including fishery and wildlife; stock watering; and maintenance of adequate system storage reserves. The irrigation may take place anywhere within the District boundaries as they are currently located and depicted on the attached Figure 2 or within the boundaries as they may be amended from time to time. Provide a Detailed Outline of What Has Been Done Toward or for Completion of the Appropriation and Application of water to a Beneficial Use as Conditionally Decreed, Including Expenditures: The IHWD Reservoir No. 1 is an integral part of the District’s integrated municipal water supply system. Pursuant to C.R.S. ' 37-92-301(4)(b), when an integrated system is composed of several features, as is the case here and confirmed by the previous diligence decree entered in Case No. 98CW245, work on one feature of the District’s system is considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire system. During the last diligence period, the District has spent funds for the completion of engineering and legal services associated with District’s development of both its water supply system (of which the subject decreed priority is a part) as well as its augmentation plan decreed in connection therewith. District has continued to expand its water supply and storage system preparatory to the completion of the decreed facility, its incorporation into District’s system, storage of water therein and its application to the decreed beneficial uses. This includes: Preventative maintenance and inspection on one of the two (2) 50K finished water storage tanks in IHWD’s Zone2. Interior inspection and cleaning ($16,678). Pre ground work for additional 100K finished water storage tank and also cleaning, inspection and preventative maintenance on existing 100K storage tank both located in IHWD’s Zone 3, inspection and cleaning existing 100K tank ($9,500). Excavation,

14

foundation and pipe work ($1250). Engineering and applicable permits ($1,863). Legal ($1250). Additional water supply – Well#11. Total Capital Expenditures $63,121 including: Engineering ($13,435), Testing and Pump ($5,209), Legal ($12,271), Additional water supply – Well#12. Total Capital Expenditures $43,422 including: Engineering ($7,816), Testing ($2,460), Drilling and well materials ($24,500). More specifically regarding IHWD Reservoir No. 1, District has maintained the gates and fencing around the reservoir’s site. District has conducted spraying operations and has otherwise kept the site free of troublesome vegetation ($500). All funds referenced above are exclusive of pertinent District salaries and associated administrative costs. Name and address of owner or reputed owner 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 IHWD Reservoir No. 1 is constructed on land currently owned by the District. (7 pages incl. exhibits). 13CW3140 Skylar V. Houston, 7900 Weld County Road 34, Platteville, CO 80651, (970) 535-0929, (P. Andrew Jones, Lawrence Jones Custer Grasmick LLP, 5245 Ronald Reagan Blvd., Suite 1, Johnstown, CO 80534, (970) 622-8181; paj@ljcglaw.com). Verified Application for Finding of Reasonable Diligence and to Make Absolute in WELD COUNTY. 2. Name of Structure: Pintail Reservoir. 3. Description of conditional water right: A. Original Decree: Case No. 1999CW174, February 28, 2003, Division One Water Court. Diligence awarded in Case No. 2007CW079, November 14, 2007, Division One Water Court. B. Legal description of location: Legal Description: In the Northeast Quarter (NE1/4) of the Southeast Quarter (SE1/4) of Section Eight (8), Township Three (3) North, Range Sixty-Seven (67) West of the 6th P.M. Dam Location: The center of the proposed dam is located 680 feet West of the East line of Section 8 and 2240 feet North of the South line of Section 8, Township 3 North, Range 67 West of the 6th P.M. C. Source: Surface run-off, seepage and drainage, tributary to St. Vrain Creek, Weld County, Colorado. D. Date of Appropriation: 11/2/99. E. The amount of water: 15 acre feet, conditional (first fill) 15 acre feet, conditional (refill). F. Uses: Stock watering and irrigation of 40 acres in the Southeast Quarter (SE1/4) of Section Eight (8), Township Three (3) North, Range Sixty-Seven (67) West of the 6th P.M., piscatorial, recreational, wetland and wildlife development, fire protection. Recreational, wetland and wildlife uses will occur within the high water line of the Reservoir. 4. Outline of what has been done toward completion of the appropriation: A. Applicant’s predecessor in interest constructed Pintail Reservoir, and planted wetland vegetation conducive to wildlife use. Applicant has performed work to maintain the Reservoir and surrounding area and has inspected the reservoir outlet and overflow structure to verify that it is in working order. Applicant has consulted with legal counsel regarding the legal aspects of the right. B. Applicant has used the Reservoir for stock watering and wetland and wildlife development, and has stored water for fire protection purposes, and seeks to make those uses absolute in the amount of 12 acre feet. 5. Remarks: The reservoir is located on land owned by Applicant. The Application consists of 3 pages. 13CW3141 NORTH WELD COUNTY WATER DISTRICT, Attention: Rick Pickard, General Manager, P.O. Box 56, Lucerne, CO 80646, 970-356-3020. (Jeffrey J. Kahn, Scott E. Holwick, Lyons Gaddis Kahn Hall Jeffers Dworak & Grant, PC, P.O. Box 978, Longmont, CO 80502-0978, 303-776-9900.) APPLICATION TO QUANTIFY MUNICIPAL RETURN FLOWS FOR USE IN AUGMENTATION PLAN AND FOR USE TO MEET RETURN FLOW OBLIGATIONS in LARIMER AND WELD COUNTIES. 2. Introduction. Applicant is a quasi-municipal corporation which supplies and distributes potable water for municipal use to approximately 10,167 residents, as well as to schools, businesses, and recreation areas within its service area located in Larimer and Weld Counties and to other contract customers located outside of its service area. A map depicting Applicant’s service area, which is located entirely within the South Platte River Basin, is attached as Figure No. 1. In 2012, Applicant had approximately 3,900 service taps that supplied 5,099 acre-feet of water to customers. Through projected population growth and development within its service area, Applicant anticipates that the demand for water supplies will continue to increase in the future. By this application, Applicant seeks

15

a judicial determination of the amount and timing of a portion of its municipal return flows attributable to the use of its fully reusable water sources within its service area. Additionally, Applicant has a current need to augment out-of-priority depletions from ongoing sand and gravel operations and to replace existing return flow obligations. Accordingly, Applicant seeks confirmation that such municipal return flows may be used in an existing augmentation plan and as a replacement source by which to help meet its existing return flow obligations. 3. Purpose. The purpose of this application is to quantify the reusable portion of the sewered return flows attributable to the use of Applicant’s fully reusable water sources within its service area and to obtain approval to use those return flows for augmentation and/or replacement of return flow obligations. A portion of the treated water Applicant delivers to its customers is consumed, and a portion is returned to the stream system as either sewered or non-sewered return flows. Return flows from Applicant’s service area accrue to the South Platte River and its tributaries, including, but not limited to, Cache la Poudre River, Boxelder Creek, Coalbank Creek, Eaton Draw, Upper Lone Tree Basin, Owl Creek, Lower Lone Tree Basin, Willow Creek and Crow Creek. A map depicting the drainage basins to which Applicant’s return flows accrue is attached as Figure No. 2. Non-sewered return flows result from outdoor uses of delivered water – primarily the irrigation of lawns and other landscaped areas. Sewered return flows result from the indoor use of delivered water. A portion of the wastewater resulting from water use within Applicant’s service area is treated by the City of Greeley, a portion is treated by the Boxelder Sanitation District, a portion is treated by the Town of Galeton and a portion is treated with septic disposal systems (collectively, “Municipal Return Flows”). The location of the three wastewater facilities is depicted on Figure No. 2. For the purpose of this application, Municipal Return Flows do not include non-sewered municipal return flows (lawn irrigation return flows or “LIRFs”). Applicant expressly reserves its right to quantify and claim credit for such non-sewered municipal return flows in one or more future water court applications, or in an administrative proceeding to approve the same for temporary use. Additionally, for the purpose of this application, distribution system losses such as normal water main leakage or pipe breakage are not intended to be. Applicant seeks to adjudicate a methodology by which to quantify Municipal Return Flows accruing from water used in its municipal system, through the use of any fully reusable water source that Applicant is entitled to use. The fully reusable water sources for which Applicant currently may claim Municipal Return Flows under this application are specifically identified in ¶ 6, below. 4. Need. By 2050, Applicant projects that it will have an annual demand of approximately 9,950 acre-feet excluding a safety factor. Municipal Return Flows quantified herein will be one of a number water sources within Applicant’s portfolio which Applicant will rely upon to meet the current and future needs of its municipal demand. Specifically, Applicant seeks confirmation that it may use Municipal Return Flow credits to meet its: A. augmentation obligations pursuant to the plan administratively approved by the State Engineer’s Office for its Combined SB-120 Substitute Water Supply Plan Renewal for Treiber Lakes, M-2011-049 and Home Office Pit, M-77-439 Part A; B. return flow replacement obligations pursuant to the decree entered in Case No. 03CW421; C. return flow replacement obligations pursuant to the decree entered in Case No. 05CW264; D. return flow replacement obligations to the extent any such obligations are confirmed by a decree of this Court pursuant to the decree entered in pending Case No. 08CW277; and E. any other augmentation and/or return flow replacement obligations to which Applicant is required to make pursuant to decree or administratively approved temporary substitute water supply plan. 5. Quantification of Municipal Return Flows. Applicant is one of three Title 32 special districts collectively known as the Tri-Districts. The other districts are Fort Collins-Loveland Water District and East Larimer County Water District. East Larimer County Water District quantified its municipal return flows in Case No. 09CW282, the decree for which was entered by Water Court for Water Division No. 1 on June 29, 2012. Applicant will use the methodology adjudicated therein as the basis for the quantification of Municipal Return Flows in this case. A. Septic Systems. For its operations, Applicant delivers at least a portion of the water to its customers from fully reusable sources available to Applicant which portion is separately measured and recorded daily. The vast majority (over 98%) of the service taps to which Applicant delivers its water have septic systems as their form of wastewater collection. These septic systems will be the primary source of Municipal Return Flows. Previous engineering reports and decrees quantifying

16

municipal return flows have determined that return flows derived from indoor uses are approximately 90% for septic systems. This same value was decreed for septic systems in the adjacent East Larimer County Water District service area in Case No. 09CW282. Municipal Return Flows accruing from septic systems will generate reusable credits as lagged return flows to the Cache la Poudre and South Platte Rivers as calculated by the methodology adjudicated herein. B. Sewer Service. Each service tap receiving sewer service will be assigned to one of the Boxelder Sanitation District Wastewater Treatment Plant, the Galeton Wastewater Treatment Plant or the City of Greeley Wastewater Pollution Control Facility. Return flows occurring from the wastewater treatment plants will be apportioned based upon the average base use determined from the prior three years of metered water use for the service taps assigned to each wastewater system. C. Municipal Return Flow Locations. Applicant’s service area covers a large geographic area. In order to accurately distribute and display Municipal Return Flows generated from water delivered to its customers, Applicant divided its District into a number of smaller watershed basins. Applicant initially delineated the basins using U.S. Department of Agriculture (USDA), Service Center Agencies, Hydrologic Unit-12 Watershed Boundary. Next, Applicant combined the basins based on the distribution of taps within its service area to create the 14 drainage basins shown on Figure No. 2. Municipal Return Flows resulting from indoor water uses will accrue to the Poudre and South Platte Rivers from each drainage basin at locations situated between various diversion structures. Applicant created four return flow reaches based on the diversion structures and the 14 drainage basins were assigned to each of these return flow reaches based on the hydrologic delineations. Municipal Return Flows in Reach 1 will accrue to the Cache la Poudre River from the Fossil Creek Reservoir Inlet to the Whitney Ditch. Municipal Return Flows in Reach 2 will accrue to the Cache la Poudre River from the Whitney Ditch to the Boyd and Freeman Ditch. Municipal Return Flows in Reach 3 will accrue to the Cache la Poudre River from the Boyd and Freeman Ditch to the confluence of the Poudre and South Platte Rivers. Municipal Return Flows in Reach 4 will accrue to the South Platte River from downstream of the confluence of the Cache la Poudre and South Platte Rivers to the Bijou Canal. The location of the return flow reaches are depicted on the map attached as Figure No. 4. D. Municipal Return Flow Credits Claimed. Municipal Return Flows accruing to the Cache la Poudre and South Platte Rivers will be calculated by Applicant based upon the return flow percentages established in methodology adjudicated in this case. The methodology sought to be approved is based upon that recently approved in Case No. 09CW282. By such quantification, Applicant claims Municipal Return Flows from fully reusable water applied prior to this application that are now accruing to the Cache la Poudre and South Platte Rivers as well as Municipal Return Flows that will result from future use of such fully reusable water. 6. Sources of Municipal Return Flows. Water Applicant delivers for municipal use from the sources listed in this paragraph is fully consumable and may be used to extinction. A portion of the Municipal Return Flows is fully reusable. Applicant retains dominion and control over its consumptive use and transbasin water sources until the water has been used, reused, and successively used to extinction. Unless otherwise noted, Applicant claims the ability to use all of the return flows from the following fully reusable sources once Municipal Return Flows are quantified by the methodology subject of this application: A. Water attributable to the Class B shares in the Divide Canal and Reservoir Company (Sand Creek Ditch water right changed in Case No. 89CW071). B. Water attributable to the water rights decreed in Case No. 98CW435 (Pleasant Valley Pipeline). C. Water attributable to the water rights claimed in pending Case No. 00CW251, to the extent any water rights are confirmed by a decree of this Court (Overland Trail Reservoirs). D. Water attributable to the water rights changed in Case No. 03CW421 (Water Supply & Storage Company). E. Water attributable to the John R. Brown water right changed in Case No. 05CW264. F. Water attributable to the Class B shares in the Windsor Reservoir and Canal Company (Tunnel Water Company water right changed in Case No. 06CW259). G. Water attributable to the water rights claimed in pending Case No. 08CW277, to the extent any water rights are confirmed by a decree of this Court (Jackson Ditch Company). H. Other transbasin and fully consumable in-basin water rights which are available for municipal use that Applicant develops, adjudicates, buys, leases, or otherwise acquires in the future. 7. Proposed Uses of Municipal Return Flows: At this time, Applicant is only quantifying Municipal Return Flows from the reusable component of the water it delivers for indoor use.

17

The majority of the reusable credit will return to the Cache la Poudre and South Platte Rivers as lagged reusable return flows from septic systems. Applicant’s use of Municipal Return Flows from its portfolio will be to meet obligations for augmentation and return flow replacement, as more specifically identified in ¶ 4, above. When upstream of a valid calling right, Applicant will use its reusable Municipal Return Flow credits to replace return flow obligations and any other augmentation obligations. Applicant expressly reserves its right to lease excess reusable Municipal Return Flow credits to third parties. 8. Dominion, Control and Intent to Reuse. Applicant claims all dominion and control of all Municipal Return Flows after initial use, and claims the right to reuse, successively use, and dispose of Municipal Return Flows by sale, contract, exchange, or otherwise to extinction. 9. Non-Injury. Applicant’s use of the Municipal Return Flows claimed herein shall be such that no material injury will be experienced by holders or users of vested or decreed conditional water rights and that the flow regimen of the stream system shall not be materially affected. 10. Names and Addresses of Owners of Land. Applicant; see ¶ 1, above. 11. Relief. Applicant seeks the following relief: A. Quantification of the amount, timing and location of all of the above-described Municipal Return Flows; B. Confirmation that Applicant has retained dominion and control and continues to retain dominion and control over reusable water after its prior use; C. Confirmation that Municipal Return Flows may be used, reused and successfully to extinction for the purposes identified herein; and D. Such additional relief that the Court deems necessary and appropriate to further the purposes of this application and the relief requested herein. 13CW3142 (96CW1117). Coors Brewing Company (“Coors”) c/o Benjamin Moline, Manager of Water Resources and Environmental Compliance, P.O. Box 4030, Suite 400, Golden, Colorado 80401 (303) 927-3680. City of Golden (“Golden”) c/o Dan Hartman, Director of Utilities, 1445 10th Street, Golden, Colorado 80401 (303) 384-8150. APPLICATION FOR FINDINGS OF REASONABLE DILIGENCE AND TO MAKE ABSOLUTE CONDITIONAL WATER RIGHTS IN CLEAR CREEK AND JEFFERSON COUNTIES, COLORADO. CONCERNING THE APPLICATION FOR WATER RIGHTS OF THE COORS BREWING COMPANY AND THE CITY OF GOLDEN. DISTRICT COURT, WATER DIVISION NO. 1, STATE OF COLORADO, 901 9th Avenue, Greeley, CO 80631. 1. Name, Address and Telephone Number of Co-Applicants: Coors Brewing Company (“Coors”) c/o Benjamin Moline, Manager of Water Resources and Environmental Compliance, P.O. Box 4030, Suite 400, Golden, Colorado 80401 (303) 927-3680. City of Golden (“Golden”) c/o Dan Hartman, Director of Utilities, 1445 10th Street, Golden, Colorado 80401 (303) 384-8150 2. Name of Structures/Exchanges: 2.1. Structures. Structures used in the decreed exchanges include: The Agricultural Ditch; the Coors Industries Ditch; the Croke Canal; the Farmers’ High Line Canal; the Wannamaker Ditch, the Rocky Mountain Ditch; the Church Ditch; Golden Water Works; Lindstrom No. 2 Ditch and First Enlargement; Golden Diversion Dam and Pipeline; Golden Reservoir Nos. 1, 2, and 3 (a.k.a. Guanella Reservoir); the Upper Urad Reservoir; and the Lower Urad Reservoir. 2.2 Conditional Exchange Rights. The named structures listed above are utilized in the exercise of one or more of the following appropriative rights of exchange decreed in Case No. 96CW1117 by the Division 1 Water Court on June 15, 1999, that remain in whole or in part conditional as of this date: 2.2.1. Coors/Farmers’ High Line Canal Exchange; 2.2.2. Coors/Croke-Standley Exchange; and 2.2.3. Golden/Church Ditch Exchanges. 2.3. Bookover Exchange. The conditional rights of exchange decreed in Case No. 96CW1117 for Thornton’s delivery of water known as the FRICO Bookover Exchange is not the subject of this Application. A portion of the FRICO Bookover Exchange was made absolute in Case No. 05CW159 and the remaining conditional portion of that exchange will be the subject of a separate Application in December 2013. 3. Description of Conditional Water Rights: The conditional water exchange rights for which findings of continued diligence and/or perfection are sought in this case were originally decreed by the Water Court in Case No. 96CW1117 with an appropriation date of April 2, 1987 (with the exception of Golden’s exchanges to the Urad reservoirs, which have an appropriation date of August 31, 1989). By decree entered in Case No. 05CW154 dated November 30, 2007, certain of Golden’s exchange rights decreed in 96CW1117 were made absolute and a finding of continued diligence was entered for all of the remaining conditional rights of exchange decreed to Coors and Golden. The water exchange rights that

18

are the subject of this Application are more specifically described as follows: 3.1. Coors Exchanges: The exchanges decreed to Coors in Case No. 96CW1117 that are the subject of this Application are described as follows: 3.1.1. Coors/Farmers’ High Line Canal (“FHLC”) Exchange: 3.1.1.1. Exchange from Point: From the augmentation station on the Farmers’ High Line Canal on the North Bank of Clear Creek in the NW1/4 of the SW1/4 of the NE1/4 of the SW1/4 of Section 27, Township 3 South, Range 70 West of the 6th P.M. 3.1.1.2. Exchange to Points (Points of Diversion by Exchange): The points of diversion are: 3.1.1.2.1. The Agricultural Ditch, with a point of diversion in the City of Golden, Jefferson County, Colorado, located on the south bank of Clear Creek in the SW1/4 of Section 27, Township 3 South, Range 70 West of the 6th P.M. 3.1.1.2.2. The Coors Industries Ditch, with a point of diversion on the southern bank of Clear Creek at a point which is South 25˚6’12” East, 1525.92 feet from the NW corner of the SW1/4 of Section 27, Township 3 South, Range 70 West of the 6th P.M. 3.1.1.3. Amount Decreed: 31 c.f.s. (conditional) 3.1.1.4. Description of Exchange: The Coors/Farmers’ High Line Canal Exchange can take place whenever water is lawfully divertible from Clear Creek into the Farmers’ High Line Canal on the priorities decreed thereto, by Thornton causing the rate of flow of those diversions to which it is entitled under the Thornton-FHLC Interest to be delivered to Clear Creek through the Farmers’ High Line Canal augmentation station thereon so that Coors can make simultaneous diversions of that amount of water by exchange at any one or combination of the points of diversion described in paragraph 0 above. 3.1.2. The Coors/Croke-Standley Exchange: 3.1.2.1. Exchange From Point: The point of diversion of the Croke Canal which diverts on the north bank of Clear Creek in the NW1/4 of the NE1/4 of Section 26, Township 3 South, Range 70 West of the 6th P.M. in Jefferson County Colorado, at a point which is approximately 2700 feet East and 250 feet South of the Northwest corner of said section. 3.1.2.2. Exchange To Points (Points of Diversion by Exchange): The points of diversion are: 3.1.2.2.1. The Agricultural Ditch, as described in paragraph 3.1.1.2.1, above. 3.1.2.2.2. The Coors Industries Ditch, as described in paragraph 3.1.1.2.2, above. 3.1.2.2.3. The Farmers’ High Line Canal, which diverts from Clear Creek on the north bank of Clear Creek in the NW1/4 of the SW1/4 of Section 27, Township 3 South, Range 70 West, of the 6th P.M., a short distance below the Ford Street Bridge across Clear Creek in the City of Golden, Jefferson County, Colorado at a point approximately 950 feet East and 1,500 feet North of the Southwest corner of said section. 3.1.2.2.4. The Wannamaker Ditch, with a point of diversion located on the north bank of Clear Creek in the NE1/4 of Section 27, Township 3 South, Range 70 West of the 6th P.M. in Jefferson County, whence the NE corner of Section 27, Township 3 South, Range 70 West of the 6th P.M. bears North 38˚17’17.5” East, a distance of 2099.64 feet. 3.1.2.2.5. The Rocky Mountain Ditch, with a point of diversion located on the south side of Clear Creek which is on the south side of the Croke Dam in the NE 1/4 of the NE1/4 of the NW1/4 of Section 26, Township 3 South, Range 70 West of the 6th P.M. and which bears South 18˚12’25” West, a distance of 401.11 feet from the North 1/4 corner of said Section 26. 3.1.2.3. Amount Decreed: 6.68 c.f.s. absolute; 61.32 c.f.s. conditional. 3.1.2.4. Description of Exchange: The Coors/Croke-Standley exchange can take place whenever water is lawfully divertible from Clear Creek into the Croke Canal on the priorities decreed thereto, by Thornton causing the rate of flow of those diversions to be reduced, whether by use of the FRICO Bookover Exchange (separately decreed in Case No. 96CW1117) or otherwise, by the amount of the deliveries it is obligated to make to Coors so that Coors can make simultaneous diversions of that amount of water by exchange at any one or combination of the points of diversion described in paragraph 0 above. 3.2 Golden Conditional Exchanges. The exchanges decreed to Golden in Case No. 96CW1117 that are the subject of this Application are described as follows: 3.2.1. Golden/Church Ditch Exchanges: 3.2.1.1. Exchange from Points (Points of substitution and exchange): The augmentation station from the Church Ditch to Clear Creek located at a point on the North Bank of Clear Creek in the NE1/4 of the SE1/4 of the NW1/4 of the NE1/4 of Section 32, Township 3 South, Range 70 West of the 6th P.M. 3.2.1.2. Exchange to Points: The points of diversion are: 3.2.1.2.1. Golden Water Works, with a point of diversion located at a point in the NW1/4 of the NE1/4 of Section 32, Township 3 South, Range 70 West of the 6th P.M. on the north bank of Clear Creek, whence the northeast corner of said Section 32 bears North 60˚ 57’ East a distance of 2,060 feet. 3.2.1.2.2. Lindstrom No. 2 Ditch and First Enlargement, with a point of diversion located in the SW1/4 of the NE1/4 of Section 30, Township 3 South, Range 74 West

19

of the 6th P.M. on the right (south) bank of the West Fork of Clear Creek at a point whence the Southeast corner of Section 29, Township 3 South, Range 74 West of the 6th P.M. bears South 66˚ 20’ East a distance of 7,900 feet. 3.2.1.2.3. Golden Diversion Dam and Pipeline, the point of diversion of which is located in the SE1/4 of the NE1/4 of Section 30, Township 3 South, Range 74 West of the 6th P.M. on the right (south) bank of the West Fork of Clear Creek at a point whence the Southeast corner of Section 29, Township 3 South, Range 74 West of the 6th P.M. bears South 64˚ 20’ East a distance of 6,400 feet. 3.2.1.2.4. Golden Reservoir Nos. 1, 2 and 3 a/k/a Guanella Reservoir, located adjacent to the West Fork of Clear Creek in the South 1/2 of Section 29 and the SE1/4 of Section 30, Township 3 South, Range 74 West of the 6th P.M. and filled by the Lindstrom No. 2 Ditch and First Enlargement and the Golden Diversion Dam and Pipeline. 3.2.1.2.5. The Upper Urad Reservoir, located in an unsurveyed area which appears to be in the SW1/4 of Section 36, Township 3 South, Range 76 West of the 6th P.M., the source of which is Woods Creek, a tributary of Clear Creek. 3.2.1.2.6. The Lower Urad Reservoir, is located in an unsurveyed area which appears to be in the NW1/4 of Section 29 and the NE1/4 of Section 30, Township 3 South, Range 75 West of the 6th P.M., the source of which is Woods Creek, a tributary of Clear Creek. 3.2.1.3. Amount Decreed: 5 c.f.s. (conditional) 3.2.1.4. Description of Exchange: The Golden/Church Ditch exchanges can take place whenever water is lawfully divertible from Clear Creek into the Church Ditch on the priorities decreed thereto, by Thornton causing the rate of flow of Thornton’s then entitlement under the Thornton Church Ditch Company Interest to be delivered to Clear Creek through the Church Ditch augmentation station thereon so that Golden can make simultaneous diversions of that amount of water by exchange at any one or a combination of the points of diversion described in paragraph 3.2.1.2 above. 3.3. Golden Exchanges Previously Made Absolute. The following appropriative rights of exchange that were decreed in Case No. 96CW1117 were made fully absolute by decree in Case No. 05CW154 and are thus not the subject of this Application: 3.3.1. The Golden/Farmers’ High Line Exchanges (Coors Cooling Water Return). 3.3.2. Golden/Farmers’ High Line Exchanges (Direct). 3.3.3. The Golden/Croke-Standley Exchange. A complete description of the above exchanges is provided in the decrees entered in Case Nos. 96CW1117 and 05CW154. 4. Outline of work done during the diligence period toward completion, or for completion, of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: 4.1. Coors Diligence Activities. During the diligence period, Coors has undertaken the activities described in this paragraph 4.1 that demonstrate ongoing diligence in perfecting the remaining conditional exchange rights. 4.1.1. Diligence Activities Directly Related to 96CW1117 Exchanges. During the diligence period, Coors has operated deliveries and exchanges of water pursuant to Case No. 96CW1117 (including both the Coors/Farmers’ High Line Canal Exchange and the Coors/Croke-Standley Exchange) to the extent water has been available for such deliveries and exchanges, including exercise of its decreed conditional exchange rights as described in paragraph 5 below. Total annual deliveries of water to Coors pursuant to Case No. 96CW1117 during the diligence period have been as follows: Nov. 2007 – April 2008 = 1010.26 acre-feet, Sept. 2008 – April 2009 = 1369.10 acre-feet, Sept. 2009 – April 2010 = 1162.04 acre-feet, Sept. 2010 – April 2011 = 1250.26 acre-feet, Sept. 2011 – April 2012 = 1583.49 acre-feet, Sept. 2012 – April 2013 = 1200.43 acre-feet 4.1.2. Diligence Activities Related to Coors’s Unified Water System. Coors owns and operates an integrated water system on Clear Creek. The Coors/Farmers’ High Line Canal Exchange and the Coors/Croke-Standley Exchange, and several structures used for operation of these exchanges, are integral features in Coors’s unified water system. During the diligence period, Coors has engaged in continued development of the Coors/Farmers’ High Line Canal Exchange and the Coors/Croke-Standley Exchange, along with the diversion and exchange facilities that are an integral part of its unified water system, including the following activities: 4.1.2.1. This Court found, in paragraph 9.4 of the decree entered in Case No. 05CW154, that continued development and maintenance of Coors’s unified water system constitutes diligence for the individual water rights associated with that system. Other components of the unified water system include: the Straight Creek Tunnel Drainage and Effluent System (Case Nos. W-1665 in Water Division No. 5 and W-7097 in Water Division No. 1); Jefferson Storage System (Case Nos. W-152 and 88CW206); Coors Golden Milling Right (Civil Action No. B-9675, Jefferson County District Court); Coors’s Underground Springs (Case Nos. W-7809-74, 90CW064

20

and 95CW081); Augmentation Plan Springs (Case No. 81CW110); Idaho Springs Reservoir (Case No. 84CW671); the nontributary wells that are the subject of Case No. 85CW051; Coors Industries Ditch (Case Nos. W-224 and W-7585); the Coors Augmentation Plans I, II, and III, decreed in Case Nos. W-8036(75), W-8256(76), 88CW271, 89CW234, and 99CW236; the Cosmic Decree (Case No. 88CW271), and related exchanges decreed in Case Nos. 88CW268, 88CW272 and 96CW1117 (all cases are decrees entered in Water Division No. 1, except where otherwise noted); as well as a complete water treatment, cooling, and distribution system at the plant site in Golden, Colorado. 4.1.2.2. During the diligence period, Molson Coors Brewing Company (Coors’s parent company) and SABMiller plc entered into a joint venture known as MillerCoors LLC. In 2008, Coors entered into a long-term water lease (“2008 Water Lease”) to supply water for MillerCoors LLC’s brewing and commercial operations in Golden, Colorado. Coors has continuously operated its unified water system, including use of the structures and water rights associated with this Application, to support its obligations under the 2008 Water Lease and to support its own commercial operations and other contractual obligations. As described below, Coors, its affiliated entities, and MillerCoors (by agreement with Coors) have expended substantial effort in the development of Coors’s overall unified system of which the rights identified in this Application are integral components. During this diligence period, Coors has continued the development of the unified water supply system of which the exchanges that are the subject of this Application are an integral part. 4.1.2.3. Coors has continuously operated its integrated water system, including use of the structures and water rights associated with this Application, to support its commercial operations. During this diligence period, Coors, its affiliates, and MillerCoors (by agreement with Coors) have expended at least $2,800,000 for the development and maintenance of Coors’s unified water supply system. Coors has continued in the planning, design, and exploration of the physical and business problems associated with the construction and use of the diversion facilities and water rights involved. Specific activities and expenditures that Coors has undertaken include engineering relating to Coors’s water rights and water supply system; operation, maintenance, and improvements to ditch facilities supporting Coors’s unified water system; pump installation and replacement, operation, maintenance, and repairs to Coors’s underground springs; and other capital projects in support of Coors’s unified water system. 4.1.2.4. Coors has also been engaged in the legal development, defense, and protection of said water rights by participating in a number of water cases adjudicating matters required for the production of water used in Coors’s unified water system, including Case Nos. 05CW159, 12CW155 and 13CW3016 (diligence on exchanges relating to the Cosmic Agreement); 13CW3112 (diligence on Coors’s Augmentation Plan II exchanges); 13CW3094 (diligence on Coors’s Augmentation Plan III Exchanges); 13CW3095 (diligence on Coors’s Idaho Springs Reservoir Exchange); 11CW172 (diligence on Coors’s Underground Springs); and 12CW67 (diligence on Coors’s Jefferson Storage System), all of which water rights are part of Coors’s unified water system. Coors has also filed statements of opposition to a number of water court applications to prevent injury to Coors’s water rights, including those that are the subject of this Application. Coors’s legal expenses in pursuing these applications and filing statements of opposition to continue and protect the water rights in Coors’s unified system exceeded $750,000 during the diligence period. 4.2. Golden Diligence Activities. During the diligence period, Golden has undertaken the activities described in this paragraph 4.2 that demonstrate ongoing diligence in perfecting the remaining conditional exchange rights. 4.2.1 Diligence Activities Directly Related to 96CW1117 Exchanges. 4.2.1.1. Golden has continued to exercise the appropriative rights of exchange decreed to Golden in Case No. 96CW1117 and described above in paragraph 3.3 every year during this diligence period. The Golden/Church Ditch Exchange was not operated only because the water deliveries provided by the City of Thornton to Golden were not from its changed interests in the Church Ditch. Total annual deliveries pursuant to Golden’s 96CW1117 exchanges during this diligence period are as follows: Sept. 2007 – April 2008 = 448.96 acre-feet, Sept. 2008 – April 2009 = 460.36 acre-feet, Sept. 2009 – April 2010 = 463.52 acre-feet, Sept. 2010 – April 2011 = 648.56 acre-feet, Sept. 2011 – April 2012 = 426.95 acre-feet, Sept. 2012 – April 2013 = 647.61 acre-feet 4.2.1.2. During this diligence period, Golden expended approximately $130,000 on maintenance activities associated with the sources of water delivered to Golden for the Case No. 96CW1117 exchanges. 4.2.2 Diligence Activities Related to Golden’s Municipal

21

Water Supply System. Golden operates an integrated and unified municipal water supply system involving various components which Golden has continued to maintain and upgrade. This includes improvements to the “exchange to” structures for the Golden/Church Ditch Exchange. These activities during this diligence period include, but are not limited to, the following: 4.2.2.1 Golden has expended in excess of $118,000 on the maintenance and improvement of its storage reservoirs and about $59,000 on maintenance and improvements of its municipal headgate, all of which are “exchange to” points under the Golden/Church Ditch Exchange. 4.2.2.2 Expenditure of approximately $10,000,000 on other water supply infrastructure improvements and maintenance, including installation of new water tanks for Golden’s municipal water use, ongoing capital replacement of water and sewer lines, water valves and pump stations in Golden, and maintenance and repair of Golden’s Vidler Tunnel. 4.2.2.3 Installation and operation of satellite monitoring stations (including for Guanella Reservoir) and ongoing sponsorship of the USGS stream gauge on the West Fork of Clear Creek. 4.2.2.4 Processing and removal of stockpiled materials remaining from construction of Guanella Reservoir and completion of the required reclamation. 4.2.2.5 Prosecution of diligence applications including, but not limited to, Case No. 10CW78 involving Golden Reservoir Nos. 1 – 3, in which a portion of the underlying water rights were consolidated into the constructed Guanella Reservoir. 4.2.2.6 Installation and final adjudication of an emergency pump station for certain municipal diversions including, but not limited to, Golden’s right to delivery of water from the City of Thornton by the exchanges decreed in Case No. 96CW1117. 4.2.2.7 Negotiation and execution of a Water Delivery Agreement between Golden and the City and County of Denver, acting by and through its Board of Water Commissioners. 4.2.2.8 Ongoing monitoring of Water Court applications and active involvement in Water Court cases as an Objector where appropriate to protect Golden’s water rights. 5. Claims to make portions of the subject water rights absolute. The following exchange was exercised by Coors in accordance with the Decree in Case No. 96CW1117, with the prior knowledge and consent of the Water Commissioner: 5.1 Coors/Croke-Standley Exchange. Coors operated the Coors/Croke-Standley Exchange described in paragraph 3.1.2 above on November 23, 2009, by diverting 7.91 cfs at the Wannamaker Ditch described in paragraph 3.1.2.2.4 above, in exchange for a substitute supply provided to Clear Creek at the point of diversion of the Croke Canal described in paragraph 3.1.2.1 above. Coors therefore claims the conditional water right for this exchange should be made absolute in the amount of 1.23 cfs in addition to the 6.68 cfs previously confirmed absolute in Case No. 96CW1117. WHEREFORE, Co-Applicants respectfully request a judgment and decree of this Court that: 1. Finds the Coors/Croke-Standley Exchange right conditionally decreed in Case No. 96CW1117 is made absolute in the further amount claimed in paragraph 5.1 above. 2. Finds that the Co-Applicants diligently pursued the completion of the portions of the conditional water exchange rights decreed in Case No. 96CW1117 that have not been perfected to date, and that such portions of the subject water exchange rights shall be continued as conditional water rights in full force and effect. 3. Grants such further relief as the Court deems proper. (13 pages) 13CW3143 PROSPER FARMS INVESTMENTS, LLC, c/o Gregory A. Ruegsegger, Esq., 5641 N. Broadway, Denver, Colorado 80216. Stephen C. Larson, Esq., David F. Bower, Esq., Johnson & Repucci LLP, 2521 Broadway, Suite A, Boulder, Colorado 80304. Application for Conditional Underground Water Rights and Approval of Plan for Augmentation in ARAPAHOE COUNTY. Overview. Applicant owns property in Arapahoe County, Colorado that is being developed into a mixed use, master planned community (the “Property”). By this application, Applicant is seeking underground water rights for tributary ground water wells that will be used to supply water to the Property for irrigation and other purposes pursuant to the plan for augmentation described below. A map of the current Property boundaries and depicting the location of the subject wells is attached hereto as Exhibit A. APPLICATION FOR CONDITIONAL UNDERGROUND WATER RIGHTS. Name and Description of Structures and Water Rights. Name and Legal Description of Wells. The Prosper Box Elder Well Nos. 1–4 (collectively, the “Prosper Box Elder Wells”) will be an integrated alluvial well field used to supply water to the Property. The wells are anticipated to be drilled at the following locations, but may be located anywhere on the property Applicant owns in the NW1/4 of Section 5 and NE1/4 of Section 6,

22

Township 4 South, Range 64 West, of the 6th P.M., as generally depicted on the Exhibit A inset and referred to therein as the North East Parcel: Prosper Box Elder Well No. 1. Prosper Box Elder Well No. 1 is located in the NW1/4 NW1/4 of Section 5, Township 4 South, Range 64 West, of the 6th P.M., at a point 230 feet from the north section line and 110 feet from the west section line of said Section 5 (Zone 13, NAD83, Northing 4398859m, Easting 535738m). Prosper Box Elder Well No. 2. Prosper Box Elder Well No. 2 is located in the NW1/4 NW1/4 of Section 5, Township 4 South, Range 64 West, of the 6th P.M., at a point 920 feet from the north section line and 390 feet from the west section line of said Section 5 (Zone 13, NAD83, Northing 4398634m, Easting 535821m). Prosper Box Elder Well No. 3. Prosper Box Elder Well No. 3 is located in the SW1/4 NW1/4 of Section 5, Township 4 South, Range 64 West, of the 6th P.M., at a point 1,580 feet from the north section line and 880 feet from the west section line of said Section 5 (Zone 13, NAD83, Northing 4398444m, Easting 535977m). Prosper Box Elder Well No. 4. Prosper Box Elder Well No. 4 is located in the SE1/4 NW1/4 of Section 5, Township 4 South, Range 64 West, of the 6th P.M., at a point 2,290 feet from the north section line and 1,770 feet from the west section line of said Section 5 (Zone 13, NAD83, Northing 4398226m, Easting 536247m). Source of Water. Ground water from the Box Elder Creek alluvial aquifer, tributary to Box Elder Creek, tributary to the South Platte River. Depth of Wells. Approximately 60 feet. Date of Appropriation. March 5, 2012. Appropriation was initiated by the formation of requisite intent, coupled with actions manifesting such intent sufficient to put third parties on notice. Amount Claimed in gallons per minute (gpm). 1,200 gpm, conditional. The maximum rate of withdrawal for all four of the Prosper Box Elder Wells, combined, will not exceed 1,200 gpm, conditional. Amount Claimed in acre-feet annually. 800 acre-feet/year, conditional. The maximum volume of withdrawal for all four of the Prosper Box Elder Wells, combined, will not exceed 800 acre-feet per year. Uses or Proposed Uses. Irrigation, municipal, domestic, commercial, industrial, recreation, construction and dust suppression, wetlands creation and maintenance, fire protection, and augmentation. The water may be used, reused and successively reused to extinction. Place of Use. Water withdrawn from the Prosper Box Elder Wells will be used on the Property. Name of Owner of Land Upon Which Structures are Located. All of the subject structures are on land owned by Applicant. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION. Name of Structures to be Augmented. The Prosper Box Elder Wells, as more particularly described in paragraph 3.A. above. Water Rights to be Used for Augmentation. Reusable effluent from the wastewater treatment plant to be constructed on the Property, delivered to the Box Elder Creek alluvium at or up-gradient of the Prosper Box Elder Wells. At full build-out, Applicant anticipates that approximately 400 acre-feet/year of reusable effluent will be available for augmentation of the wells. Lawn irrigation return flows (LIRFs) from irrigation on the Property with fully-consumable water, timed to the point of depletion on the Box Elder Creek alluvium. At full build-out, Applicant anticipates that approximately 400 acre-feet/year of LIRFs will be available for augmentation of the wells. Underground water rights from the nontributary Denver Basin aquifers underlying Applicant’s well field in Arapahoe County, as decreed on December 14, 2011, in Case No. 11CW22, Water Division 1. The nontributary water shall be delivered to the Box Elder Creek alluvium at or up-gradient of the Prosper Box Elder Wells. The nontributary water will also be used as the primary source of augmentation for the Prosper Box Elder Wells prior to the availability of reusable effluent and LIRFs, including use of the Prosper Box Elder Wells for development purposes or for agricultural irrigation on the Property before development commences. The average annual amount of ground water available to be withdrawn from each of the nontributary Denver Basin aquifers underlying the Property is as follows:

Aquifer Type Annual Withdrawal (af/yr) Upper Arapahoe NT 1,314.0Lower Arapahoe NT 626.0Laramie-Fox Hills NT 1,310.6

Applicant reserves the right to use additional or alternative sources of replacement water in this plan for augmentation pursuant to C.R.S. § 37-92-305(8)(c). Complete Statement of Plan for Augmentation. Applicant shall replace all out-of-priority depletions resulting from the operation of the Prosper Box Elder

23

Wells from any of the replacement sources described above. Applicant will install measuring devices and implement such accounting procedures as may reasonably be required by the State or Division Engineer to ensure that depletions are fully replaced in time, place, and amount 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. Projected Demand and Depletions Under this Plan. Applicant anticipates pumping no more than 800 acre-feet/year from the Prosper Box Elder Wells. Total out-of priority depletions arising from use of the Prosper Box Elder Wells water under this plan is anticipated to be approximately 700 acre-feet/year. Applicant reserves the right to operate this plan to replace depletions associated with a different mix of uses on the Property so long as Applicant’s augmentation supply is sufficient to cover such depletions. Name of Owner of Land Upon Which Structures are Located. All of the subject structures are on land owned by Applicant. 7 pages including exhibit. 13CW3144 Timbro Ranch Cattle Company, LLC, 4700 South 60th Avenue, Suite 4, Arvada, Colorado 80003, Telephone: 303.955.2534: Please address all correspondence to Steven O. Sims: 410 Seventeenth Street, Suite 2200, Denver, Colorado 80202-4437, Phone Number: 303-223-1100, FAX Number: 303-223-8006, E-mail: ssims@bhfs.com. APPLICATION FOR CONDITIONAL UNDERGROUND WATER RIGHTS AND PLAN FOR AUGMENTATION IN WELD COUNTY. (1) Description of Wells: (a) Timbro Well No. 1. (i) Permit Number: 290513. (ii) Legal Description: (1) UTM format: UTM Zone 13; NAD83; Easting: 588968; Northing: 4512507. (2) PLSS format: SE1/4 of SW1/4, Section 11, Township 9 North, Range 59 West, 6th P.M., 216 feet from South section line, 2449 feet from West section line, Weld County, Colorado. (iii) Depth of well: 1,550 feet. Source: Upper Pierre Aquifer (iv) Amount claimed: 300 gpm, 300 acre-feet per year, conditional. (b) Timbro Well No. 2. (i) Permit Number: 292031. (ii) Legal Description: (1) UTM format: UTM Zone 13; NAD83; Easting: 587370; Northing: 4512514. (2) PLSS format: SE1/4 of SW1/4, Section 10, Township 9 North, Range 59 West, 6th P.M., 340 feet from South section line, 2476 feet from West section line, Weld County, Colorado. (iii) Depth of Well: 1,700 feet. Source: Upper Pierre Aquifer (iv) Amount claimed: 600 gpm, 300 acre-feet per year, conditional. (c) Date of appropriation: November 27, 2013. (i) How was appropriation initiated: by filing this application. (ii) Date water applied to beneficial use: NA, conditional right. (d) Proposed Uses: agricultural, stock watering, industrial, oil and gas development. (2) Plan for Augmentation. (a) Names of structures to be augmented: Timbro Well No. 1 and Timbro Well No. 2, as described above in section 2. (b) Water rights to be used for augmentation: Excess recharge credits from the Riverside Irrigation District and Riverside Reservoir and Land Company recharge plan decreed in 02CW208. (i) Date and case number of original and subsequent decrees: 02CW208 (ii) Type of water right: Recharge accretions (iii) Legal description: The twenty six (26) recharge structures are described in 02CW208. The point of diversion for all structures is the Riverside Inlet Canal which has a capacity of 1000 cfs and has a point of diversion located on the north bank of the South Platte River in the SW 4 SW 4 of Section 20 T5N R63W of the 6th PM in Weld County Colorado. (iv) Source: South Platte . (v) Appropriation date: April 30 2002 for recharge ponds identified as Site Nos 501 through 514 April 17 2003 for recharge ponds identified as Site Nos 515 through 552 (vi) Diversions pursuant to the recharge rights are limited to a combined total maximum of 20,000 acre feet in a single water year as measured into the recharge ponds not to exceed 115,500 acre feet over any twenty 20 consecutive water years. (vii) Decreed uses: Augmentation either directly or by exchange by recharge of the South Platte alluvial aquifer wildlife and piscatorial subject to the provisions of paragraph 25.1 of the 02CW208 as to the lease of excess recharge credits. (c) Statement of Plan for Augmentation. Applicant calculated the delayed depletions from Timbro Wells #1 and #2 using the Alluvial Water Accounting System (AWAS). Applicant determined that the nearest point of hypothetical stream depletion is approximately 26.5 miles south of the Timbro Wells #1 and #2 near Weldona and the South Platte River. Applicant will cause the augmentation sources to be released to the South Platte River at this location at the time and in the amount necessary to match the depletion schedule determined by the AWAS analysis. (3) Names and addresses of owners or reputed owners of the land upon which any new or existing structure is or will be constructed: The Applicant owns the land upon which Timbro Well No. 1 and Timbro Well No. 2 are

24

located. (4) Other Comments. Applicant is not seeking the water court to award a nontributary water right in this application. Prior to filing this water court application, Applicant filed applications with the State Engineer for nontributary well permits for Timbro Wells #1 and #2 based on geological and modeling lines of evidence indicating that the withdrawal of groundwater from Timbro Wells #1 and #2 will not, within one hundred years of continuous withdrawal, deplete the flow of a natural stream, including a natural stream as defined in sections 37-82-101 (2) and 37-92-102 (1) (b), at an annual rate greater than one-tenth of one percent of the annual rate of withdrawal. The State Engineer has assigned those well permit applications case number 13-SE-21 and has set a hearing to consider the well permit applications on July 21, 2014. In the event that the State Engineer grants the nontributary wells permits Applicant seeks for Timbro Wells #1 and #2, the Applicant will dismiss this matter. As a result, Applicant will request that proceedings in this matter be held in abeyance after the initial referee’s status conference until sometime after the ruling of the State Engineer on the nontributary well permit 13CW3145 City of Westminster, 4800 West 92nd Ave., Westminster, Colorado 80030, (303) 658-2400. APPLICATION FOR A CONDITIONAL WATER STORAGE RIGHT AND APPROVAL OF A PLAN FOR AUGMENTATION IN ADAMS COUNTY. Applicant’s Attorney: 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; ljohnson@chp-law.com; mbrown@chp-law.com. 1. Name and Address of Applicant: City of Westminster, 4800 West 92nd Ave., Westminster, Colorado 80030, (303) 658-2400. 2. Names of Structures: Little Dry Creek Pond. 3. Description of conditional water right: By this Application, Westminster seeks to adjudicate a conditional water storage right known as the Little Dry Creek Pond. Construction of the Little Dry Creek Pond is a component of a Westminster park improvement project conducted in concert with the Urban Drainage and Flood Control District’s (“Urban Drainage”) proposed channel improvements of Little Dry Creek between Lowell Boulevard and Federal Boulevard in Westminster. Details concerning this conditional water right are as follows: A. Little Dry Creek Pond. (1) Location: Little Dry Creek Pond is a 2.3 surface acre, on-channel pond located in the SE1/4 of the NW1/4 of Section 5, Township 3 South, Range 68 West of the 6th P.M., in Adams County, Colorado. In addition, Westminster provides the following coordinates to further identify the approximate location of the Little Dry Creek Pond outlet works utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (497740 E, 4407835 N). The Pond is filled via flows in Little Dry Creek, a tributary to Clear Creek within the South Platte River basin. (2) Source: Little Dry Creek, tributary to the South Platte River. (3) Appropriation Date: November 27, 2013. As evidenced by the filing of this application demonstrating the intent and the overt action of staking of the property demonstrating a first step in the appropriation of this claimed water right. (4) Amount: 25 acre-feet, conditional, with the right to fill and refill. Westminster reserves the right to seek an absolute decree for this water right in this matter to the extent the project is completed and water is diverted in priority and applied to beneficial use during the pendency of this proceeding. No such diversion or beneficial use has occurred as of the date of filing this application. (5) Use: Municipal, recreation, piscatorial, fish and wildlife, augmentation, replacement of evaporation and storage for these purposes. (6) Surface Area at High Water Line: 2.3 acres. (a) Vertical height of dam in feet measured vertically from the elevation of the lowest point of the natural surface of the ground where that point occurs along the longitudinal centerline of the dam up to the crest of the emergency spillway of the dam: 3.5 feet. (This constitutes a non-jurisdictional impoundment.) (b) Length of dam: 50 feet. (7) Total capacity of reservoir in acre feet: 25 acre-feet. Active Capacity: 20 acre-feet. Dead Storage: 5 acre-feet. 4. Description of plan for augmentation: By this Application, Westminster seeks judicial approval of a plan for augmentation to replace out of priority depletions caused by evaporation of water associated with the construction and ongoing operation of Little Dry Creek Pond, an on-stream pond. Westminster intends to operate and maintain a permanent pool of water at the Little Dry Creek Pond covering 2.3 surface acres. The Little Dry Creek Pond will be constructed so as to maintain this permanent pool of water via a fixed overflow

25

pipe, with the potential for short-term temporary stormwater retention capacity above the 2.3 surface acre area when stormflows exceed the capacity of the overflow pipe. In addition, the Little Dry Creek Pond will be equipped with a staff gauge and a separate outlet works that will allow the storage volumes to be reduced for maintenance and/or water administration purposes. Annual evaporation depletions associated with the Little Dry Creek Pond are estimated to be less than 10 acre-feet, annually. Westminster will augment depletions utilizing water derived from several sources, including water derived from a municipal service tap located slightly upstream of the Little Dry Creek Pond and/or water rights derived from Westminster’s prior decrees in Case No. 81CW444, Case No. 81CW447, Case No. 88CW270 and Case No. 93CW176 (the “Prior Westminster Decrees”), to initially fill the pond and subsequently augment depletions associated with evaporation from the on-channel Little Dry Creek Pond. Moreover, Westminster seeks court approval to add additional augmentation sources in the future, so long as those sources are decreed for augmentation purposes and appropriate notice is provided consistent with any decree entered herein. Additional information concerning the augmentation sources is set forth below: A. Municipal Service Tap. Westminster’s municipal water may be released from a treated water line at a point approximately 100 feet from Little Dry Creek and run in an open ditch until reaching Little Dry Creek, at or slightly upstream of Little Dry Creek Pond. Westminster seeks a finding that this proposed operation does not constitute a point source discharge under C.R.S. § 25-8-503(5). Notwithstanding any such finding, Westminster will take appropriate steps to de-chlorinate the treated water prior to release to Little Dry Creek in accordance with the terms of the Water Quality Control Division’s Low Risk Discharge Guidance, Discharges of Potable Water, Revised August 2009. To this end, de-chlorination of the treated water will naturally occur as a result of the open ditch conveyance mechanism or will be otherwise appropriately removed so that water will be effectively de-chlorinated at the point of release to Little Dry Creek. B. Prior Westminster Decrees. Westminster may also use water rights derived from the following decrees as an augmentation source: 1. Case No. 81CW444. In Case No. 81CW144, Westminster adjudicated a junior water right on Little Dry Creek. Relevant information concerning the decree is as follows: Date Entered: August 7, 1990, Case No: Case No. 81CW444. Court: District Court, Water Division No. 1. Source: Little Dry Creek. Amount: In Case No. 81CW444, Westminster obtained a junior water right on Little Dry Creek in the amount of 10 c.f.s., conditional. The point of diversion is located on Little Dry Creek in the NE1/4 of Section 6, Township 3 South, Range 68 West of the 6th P.M. in Adams County (the “LDC Diversion Point”). Approp. Date: September 14, 1981. Decreed Use: Irrigation, domestic, municipal commercial, industrial, recreational, exchange, replacement and augmentation purposes in the operation of the City of Westminster’s municipal utility system. 2. Case No. 81CW447. In Case No. 81CW147, Westminster adjudicated an exchange right on Little Dry Creek. The decree adjudicates an exchange utilizing fully consumable effluent generated at the Metropolitan Wastewater Reclamation District (“Metro”) Plant as a source of substitute supply exchanged to a point upstream at the LDC Diversion Point. The outfall of the Metro Plant is located at a point of the east bank of the South Platte River in Section 1, Township 3 South, Range 68 West, which lies 1,400 feet east of the southwest corner of said Section 1, County of Adams, State of Colorado. Relevant information concerning the decree is as follows: Date Entered: April 26, 1989, Case No: Case No. 81CW447. Court: District Court, Water Division No. 1. Source: Little Dry Creek. Amount: In Case No. 81CW447, Westminster obtained a junior water right on Little Dry Creek in the amount of 10 c.f.s., conditional. The LDC Diversion Point is located on Little Dry Creek in the NE1/4 of Section 6, Township 3 South, Range 68 West of the 6th P.M. in Adams County. Approp. Date: September 14, 1981. Decreed Use: Within the City of Westminster's municipal utility system for municipal, irrigation, domestic, commercial, industrial, recreational, exchange, replacement, and augmentation purposes. 3. Case No. 88CW270. In Case No. 88CW270, Westminster adjudicated junior water rights and changed interests in other water rights to facilitate incorporation of said water rights into Westminster’s Kershaw Pipeline and Jim Baker Reservoir (a.k.a. Happe Ponds or Westminster Lakes) system. Relevant information concerning the decree is as follows: Date Entered: April 9, 1991, Case No: Case No. 88CW270. Court: District Court, Water Division No. 1. Source: Clear Creek and Ralston Creek. Amount: Kershaw Pipeline – 10 c.f.s., conditional. Jim Baker Reservoir junior storage right – 768 acre-feet with a right to fill and refill, to be

26

filled at a rate of 60 c.f.s. with the maximum annual diversion limited to 1,200 acre-feet. Jim Baker Reservoir is located in the S1/2 NE1/4 and the N1/2 SE1/4 of Section 7, Township 3 South, Range 68 West of the 6th P.M., in Adams County. Approp. Date: June 10, 1988. Decreed Use: All beneficial uses of the municipal water system of Westminster as it presently exists and as it may hereafter be expanded or modified, including domestic, irrigation, commercial, industrial, recreation, fish and wildlife, augmentation, replacement and exchange or may be stored and subsequently used for all of the above purposes. Description: In addition to the junior water rights discussed above, under the terms of the decree in Case No. 88CW270, Westminster obtained the right to divert prior changed water rights at the Kershaw Ditch headgate as an alternate point of diversion. Said water may then be delivered via the Kershaw Ditch Pipeline into storage in Jim Baker Reservoir. The Kershaw Ditch Pipeline also extends to the City’s former England Water Treatment Plant, located at the intersection of Elk Drive and Raleigh Street in Westminster, Colorado, just south of Little Dry Creek. 4. Case No. 93CW176. In Case No. 93CW176, Westminster changed the use of additional interests held in the Kershaw Ditch and the Manhart Ditch. Relevant information concerning the change decree is as follows: Date Entered: November 25, 1997. Case No: Case No. 93CW176. Court: District Court, Water Division No. 1. Source: Clear Creek and Ralston Creek. Amount: The decree in Case No. 93CW176 contains volumetric limits for the City’s diversions under the various ditch rights. It also outlines specific return flow obligations associated with the various ditch rights. Upon payment of all required return flow obligations under the decree, and subject to the volumetric limits under the decree, the remaining water is fully consumable. Approp. Date: N.A. Decreed Use: All beneficial uses, including, but not limited to, municipal, domestic, irrigation, commercial, industrial, recreation, fish and wildlife, augmentation, replacement, and exchange, within the municipal water supply system and service area of the City of Westminster as it presently exists and as it may hereafter be expanded or modified. Description: Under the terms of the decree in Case No. 93CW176, the changed water rights may be diverted for municipal purposes at the Kershaw Ditch. Said water may then be delivered via the Kershaw Ditch Pipeline into storage in Jim Baker Reservoir. The Kershaw Ditch Pipeline also extends just south of Little Dry Creek at the City’s former England Water Treatment Plant. By this Application, Westminster seeks to replace up to a maximum of 10.0 acre-feet per year of total depletions resulting from evaporation from the on-stream Little Dry Creek Pond. Westminster will release augmentation water directly into Little Dry Creek upstream of the Little Dry Creek Pond, or by exchange pursuant to the exchange adjudicated in Case No. 81CW447, or to Clear Creek by release from Jim Baker Reservoir upstream of the relevant controlling call. Under this plan for augmentation, when the controlling call in the Clear Creek or South Platte River Basin is senior to November 27, 2013, Westminster will release augmentation water from any combination of the sources identified above on a monthly basis, or more frequently as required by the Division Engineer. Westminster will install such measuring devices and perform and report such accounting as is needed to verify depletions and replacement as reasonably required by the Division Engineer for operation of the Augmentation Plan. Westminster shall have no obligation to replace depletions when there is no controlling call on Clear Creek or the South Platte River basin, or said controlling call is junior to November 27, 2013. A map indicating the general locations of the structures involved in this application is attached as Exhibit A. 5. Name(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Name and Address of the Owner: Westminster is the owner of the lands to be inundated by the Little Dry Creek Pond. Westminster is also the owner of the Kershaw Pipeline and Jim Baker Reservoir. WHEREFORE, Westminster respectfully requests the Court to enter a judgment and decree: A. Granting the relief requested in this Application; B. Adjudicating a junior water right for Little Dry Creek Pond; and, C. Specifically determining pursuant to C.R.S. § 37-92-305(8) that the plan for augmentation adequately describes the depletions from the Applicant’s use or proposed use of water associated with the Little Dry Creek Pond, in quantity and time, the amount and timing of augmentation water that will be provided by the Applicant, and that the plan will prevent injury to the owners of or persons entitled to use water under a vested water right or a decreed conditional water right.

27

AMENDMENTS 13CW3102 EMISSARIES OF DIVINE LIGHT, 100 Sunrise Ranch Road, Loveland, CO 80538, (970)679-4200. Please forward all pleadings and correspondence to Daniel K. Brown and Sara J.L. Irby, Fischer, Brown, Bartlett & Gunn, P.C., 1319 E. Prospect Road, Fort Collins, Colorado 80525. AMENDED APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE ABSOLUTE CONDITIONAL WATER RIGHTS IN LARIMER COUNTY AND FOR CORRECTION OF RESUME The Emissaries of Divine Light, Inc. (“Applicant”) by and through its legal counsel, Fischer, Brown, Bartlett & Gunn, P.C., pursuant to C.R.C.P. 15(a) and Rule 4 of the Uniform Local Rules for All State Water Court Divisions, hereby amends its Application for Finding of Reasonable Diligence and to Make Absolute Conditional Water Rights (“Original Application”) filed in this matter on September 26, 2013 and published in the Division No. 1 September 2013 Water Resume. No responsive pleading has been filed. The Original Application seeks a finding of reasonable diligence and to make absolute a conditional water right decreed to the Sunrise Ranch Northwest Well (“Well”). A copy of the Original Application is attached hereto as Exhibit A. Paragraph 3.6 of the Original Application incorrectly stated the decreed uses of the Well. Paragraph 3.6 is hereby revised to read as follows: “Uses: Domestic, commercial, quasi-municipal, to include supplying water to homes, apartments, trailer homes and lodge facilities.” The application was filed in the September 2013 Division No. 1 Resume (“Resume”). A copy of the Original Application as filed in the Resume is attached hereto as Exhibit B.The Resume mistakenly refers to this matter as an Application for Water Rights in Larimer County. The Resume should have stated that this matter is an Application for Finding of Reasonable Diligence and to Make Absolute Conditional Water Rights in Larimer County. In all other respects, the Original Application shall remain as published. 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 JANUARY 2014 (forms available on www.courts.state.co.us or in the Clerk’s office), and must be filed as an Original and include $158.00 filing fee. A copy of each Statement of Opposition must also be served upon the Applicant or Applicant’s Attorney and an affidavit or certificate of such service of mailing shall be filed with the Water Clerk.