Produced Nontributary Ground Water Notification List for Water Division **** Pursuant to Rule 17.5.B.2 of the Produced Nontributary Ground Water Rules, 2 CCR 402-17 (“Rules”), the State Engineer is publishing this invitation to persons to be included on the Produced Nontributary Ground Water Notification List. According to Rule 17.5.B.2 of the Rules, the State Engineer must establish a Produced Nontributary Ground Water Notification List for each water division within the State of Colorado for the purposes of ensuring that water users within each water division receive adequate notice of proceedings held pursuant to the Rules. In order to establish such notification list, the State Engineer is directed, in January of each year, to cause to have published in the water court resume for each water division an invitation to be included on such notification list for the applicable water division. Persons on the Produced Nontributary Ground Water Notification List shall be provided notice required pursuant to the Rules by either first-class mail, or, if a person so elects, by electronic mail. The Rules further describe the procedures to be followed by parties upon receiving notice of proceedings held pursuant to the Rules. The Rules are available on the Division of Water Resources website at: www.water.state.co.us. If you would  like to be  included on the Produced Nontributary Ground Water Notification List  for any Water  Division,  please  contact  the  following  for  the  appropriate  form:  Colorado  Division  of Water Resources,  Kathryn  Radke/Program Manager,  1313  Sherman  Street,  Room  818,  Denver,  CO  80203, Phone:  (303)  866‐3581,  Fax:  (303)  866‐3589,  e‐mail:  kathryn.radke@state.co.us,  or  sign  up  on  the Division of Water Resources website under the “News &Notification” tab at: www.water.state.co.us.

DISTRICT COURT, WATER DIVISION 1, COLORADO JANUARY 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 JANUARY 2013 for each County affected. 13CW2 Terry Swink and Karen Swink, 92 Stagecoach Trail, Lyons, CO 80540 (Steven L. Janssen, 3990 Pleasant Ridge Rd., Boulder, CO 80301) APPLICATION FOR ABSOLUTE WATER RIGHTS (SURFACE) and FOR ABSOLUTE WATER STORAGE RIGHT, in LARIMER COUNTY. 2. Name of Diversion Structures: Firkins Hope Sump No. 1 and Swink Ditch. 3. Name of Water Storage Reservoir: Swink Pond. 4. Legal and physical description of each point of diversion: A. Firkins Hope Sump No. 1: 4459225.55 Northing, 475673.84 Easting, NAD83 UTM Zone 13; 1,398 feet West of the East line and 3,347 feet South of the North line of Section 25, Township 4 North, Range 71 West of the 6th P.M., Larimer County, Colorado. The Firkins Hope Sump No. 1 diversion structure is a submersible pump, located upon the Applicants’ property and drawing water from the bottom of the stream. B. Swink Ditch: 4459235.5 Northing, 475629.61 Easting, NAD83 UTM Zone 13; 1,518 feet West of the East line and 3,347 feet South of the North line of Section 25, Township 4 North, Range 71 West of the 6th P.M., Larimer County, Colorado. The Swink Ditch is a diversion structure and unlined ditch, located upon the Applicants’ property and diverting water from the stream for storage in the Swink Pond. 5. Amount claimed for diversion and beneficial use: 150 gallons per minute, or 0.335 c.f.s., Absolute. 6. Legal and physical description of water storage structure, and location of dam centerline, Swink Pond: 4459255.4 Northing, 475682.3 Easting, NAD83 UTM Zone 13; 1,345 feet West of the East line and 3,282 feet South of the North line of Section 25, Township 4 North, Range 71 West of the 6th P.M., Larimer County, Colorado. The Swink Pond is a small, non- jurisdictional, un-lined depression with an earthen berm and overflow that stores water diverted through the Swink Ditch or pumped from the Hope Firkins Sump No. 1. A. The Swink Pond is filled by the Swink Ditch at a rate not exceeding 150 gallons per minute, or 0.335 c.f.s. B. The Swink Pond was constructed with an earthen berm fifty (50) feet in length and six and one-half (6 1/2) feet in height. C. The Swink Pond has a surface area (at high water line) of 0.15 acres. D. The Swink Pond has a total capacity of 0.50 acre feet. 7. Storage amount claimed: 1 acre foot, with right to fill and refill. 8. Source: Rowell Gulch, tributary to Little Thompson River, tributary to South Platte River. 9. A. Date of appropriation: For Firkins Hope Sump No. 1, May 1, 1985; for Swink Ditch and Swink Pond, November 1, 2010. B. How appropriation was initiated: For Firkins Hope Sump No. 1 by diversion and beneficial use; for Swink Ditch and Swink Pond by reclamation and restoration of existing historical structures. C. Date water applied to beneficial use: May 1, 1985. 10. Use or Proposed Use: A. Irrigation of Applicants’ lawns, gardens, trees and shrubs, limited to one acre of land surface area, within Lot 35 (3.5 acres total) X-BAR SEVEN Subdivision, Larimer County, Colorado. Number of acres historically irrigated and proposed to be irrigated: one; B. Stock watering of Applicants’ domestic animals and pets. 11. Applicants own the land upon which any new or existing diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool.

13CW3 PER ORDER, CASE WILL BE PUBLISHED BY WATER DIVISION 2, CASE 13CW2.

13CW4 JEFFERY S. AND KAREN S. GREENHALGH, 35348 Quick Fox Ct., Elizabeth, CO 80107. 303-646-3209. APPLICATION FOR UNDERGROUND WATER RIGHTS IN THE DENVER BASIN AQUIFERS UNDERLYING APPLICANT’S PROPERTY IN ELBERT COUNTY. Applicant seeks to adjudicate the well, permit 171240, and to adjudicate the non tributary and not nontributary Denver Basin groundwater underlying a 2.91 acre tract of land lying the NE1/4,

SW1/4, S5, T8S, R64w of the 6th PM, Elbert County, Colorado, including the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers.

13CW5 BRETT AND ROSEMARIE FEARRIN, 1171 Meadow View Drive, Evergreen, CO 80439. 303-670-0280. APPLICATION FOR ABSOLUTE UNDERGROUND WATER RIGHT IN CLEAR CREEK COUNTY. Fearrin Well, permit 161867, located SE1/4, SE1/4, S11, T4S, R72W of the 6th PM, 630 ft. from South and 225 ft. from East. Source: Groundwater. Depth: 300 ft. Date of appropriation: 09-27-91. Date water applied to beneficial use: 02-09-92. Use: ordinary household purposes inside a single family dwelling.

13CW6 Edmund and Terrey Currie, Merrill and Rakell Adams, John and Joyce Nieman, Traci Swisher, and Barbara Zawadowych, c/o 900 StarlingLane, Elizabeth, Colorado 80107 (James J. Petrock, Petrock & Fendel, 700 17th Street, #1800, Denver, CO 80202), APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AQUIFERS AND NOT NONTRIBUTARY UPPER DAWSON AQUIFER AND FOR APPROVAL OF PLAN FOR AUGMENTATION, ELBERT COUNTY, 63.1 acres being Lots 1, 2A, 3 and 4, Unit 6A and Lot 2, Unit 14, Ponderosa Park Estates, generally located in parts of the E1/2NE1/4 and NE1/4SE1/4 of Section 27, T7S, R65W of the 6th P.M., as shown on Attachment B (Subject Property). The location of the lots satisfy the requirements of Local Rule 3(b)(1) as shown on Attachment C. Applicants will own a pro-rata interest in the total amount of groundwater requested herein underlying their respective lots. Estimated Amounts: Upper Dawson: 14 (amount reduced by 1 acre-foot per lot for exempt wells); Lower Dawson: 7 acre-feet; Denver: 20 acre-feet; Arapahoe: 24 acre-feet; Laramie-Fox Hills: 17 acre-feet. Use: domestic, commercial, irrigation, stockwatering, fire protection, and augmentation purposes, including storage, both on and off the Subject Property. Description of plan for augmentation: Groundwater to be augmented: 3 acre-feet per year for 100 years of the Upper Dawson aquifer groundwater requested herein being 1 acre-foot per year underlying Lot 1, 2A, and 3, Unit 6A (augmentation plan lots). Water rights to be used for augmentation: Return flows from the use of not nontributary Upper Dawson aquifer groundwater herein and nontributary groundwater underlying the augmentation plan lots as requested herein. Statement of plan for augmentation: Applicants will use 1 acre-foot per year of the Upper Dawson aquifer groundwater underlying each augmentation plan lot for in house use (0.4 acre-feet), irrigation of up to 9500 square-feet of lawn, garden, and trees (0.55 acre-feet), and stockwatering of 4 large domestic animals (0.05 acre-feet) through existing Upper Dawson aquifer wells located on each augmentation plan lot. Applicants reserve the right to amend these values based on final planning of the augmentation plan lots without having to amend the application or re-publish the same. Sewage treatment for in house use is provided by non-evaporative septic systems. Return flow from inhouse use will be approximately 90% of water used for that purpose and return flow associated with irrigation use will be approximately 10% of water used for that purpose. During pumping Applicants will replace actual depletions to the affected stream system pursuant to Section 37-90-137(9)(c), C.R.S. Applicants estimate that depletions mainly occur to Running Creek. Return flows from use of the subject water rights accrue to the South Platte River system and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. The owners of the augmentation plan lots will reserve an equal amount of nontributary groundwater underlying their lots to meet post pumping augmentation requirements. Further, Applicants pray that this Court grant the application and for such other relief as seems proper in the premises. (9 pages). 13CW7 Shelf of Greeley 8, LLC and Joe and Mariana Lundock, 5258 Road AA Weldona, CO 80653; 970 768 4751 Pleadings to: Brammer Law Office, P.C., Ray Ann Brammer, P.O. Box 1827 Sterling, CO 80751 970 521 0700; Brammer@brammerlaw.com. Application for Change of Water Right in MORGAN COUNTY. 2. Decreed water right for which change is sought: A. Name of

structure: Lundock Drainage System B. Date of original and all relevant subsequent decrees: January 18, 1980 Case No: 79CW110 Court: Water Division No. 1; C. Legal description of structure as described in most recent decree: Drainage system located in E1/2NW1/4, Section 25, Township 5 North, Range 60 West of the 6th P.M., Morgan County. D. Decreed source of water: Seep and irrigation tail water collected in an open ditch. All water is tributary to South Platte River. E. Appropriation Date: July 31, 1950; F .Total amount decreed to structure: Absolute 6 cubic feet per second; Decreed use or uses: Irrigation of approximately 60 acres in E 1/2NW1/4, Section 25 Township 5 North, Range 60 West of the 6th P.M., Morgan County. G. Amount of water that applicant intends to change: For the last 15 years the Applicants have diverted and used an average of 97.47 acre feet per year. The Applicants seek to change 80 acre feet per year. 3. Detailed description of proposed change: A.The Applicants seek to change the place of use of the above water right. The Applicants seek to use the above water to irrigate approximately 60 acres in the SW1/4 Section 25, Township 5 North, Range 60 West of the 6th P.M., Morgan County Colorado. The return flows on the changed location are the same as the return flows of the original property. (see attached map.) 4. Name(s) and address(es) of owner(s) or reputed owners of the land. Applicants. 13CW8 THE CITY AND COUNTY OF DENVER, ACTING BY AND THROUGH ITS BOARD OF WATER COMMISSIONERS, 1600 West 12th Avenue Denver, CO 80204, (303) 628-6460. APPLICATION FOR FINDING OF REASONABLE DILIGENCE In the South Platte River or its Tributaries IN JEFFERSON COUNTY, DISTRICT COURT, WATER DIVISION 1, COLORADO, Weld County Courthouse, 901 9th Avenue, P.O. Box 2038, Greeley, CO 80632. 1. Name, mailing, address, email, and home telephone number of Applicant: The City and County of Denver acting by and through its Board of Water Commissioners (“Applicant”) 1600 West 12th Avenue Denver, CO 80204, (303) 628-6460. DESCRIPTION OF LONG LAKE RESERVOIRS NOS 1 & 2 RIGHTS 2. Name of structure: Long Lake Reservoir No. 1 (aka Campbell Reservoir No. 1): Decreed Capacity: 1,447 acre feet, Planned Capacity: 2,021.8 acre feet. Long Lake Reservoir No. 2 (aka Campbell Reservoir No. 2): Decreed Capacity: 292 acre feet, Planned Capacity: 1,008.3 acre feet. 3. Describe conditional water right (as to each structure) including the following information from previous decree: A. Date of Original Decree: May 13, 1936; Civil Action No. 60052. B. Court: Water District No.23, Irrigation Division No. 1. C. Subsequent decrees awarding findings of diligence: Date of Decree: April 28, 1975; Case No. W-3076-72 & W-3076-74 Court: Water Division No. 1; Date of Decree: March 20, 1980; Case No. W-3076-78 Court: Water Division No.1; Date of Decree: May 22, 1986; Case No. 82CW178 Court: Water Division No.1; Date of Decree: November 4, 1988; Case No. 86CW141 Court: Water Division No.1l; Date of Decree: October 30, 1991; Case No. 90CW105 Court: Water Division No.1; Date of Decree: June 23, 2000; Case No. 97CW277 Court: Water Division No.1; Date of Decree: January 3, 2007; Case No. 06CW140 Court: Water Division No.1. D. Legal Description: Long Lake Reservoirs Nos. 1 and 2 are supplied through the Long Lake Feeder Ditch, the decreed headgate of which is located on the west bank of Ralston Creek at a point in Section 31, Township 2 South, Range 70 West, whence the southeast (SE) corner of Section 6, Township 3 South, Range 70 West, bears south 15°0’: East 5,525 feet, in Jefferson County. Long Lake Reservoir No. 1 (Upper) is located in the southwest quarter of the southwest quarter (SW1/4 SW1/4) Section 33, Township 2 South, Range 70 West and in the northwest quarter (NW1/4) and the north half of the southwest quarter (N1/2 SW1/4) Section 4, Township 3 South, Range 70 West, Jefferson County, State of Colorado. Long Lake Reservoir No. 2 (Lower) is located on the east half of the northwest quarter (E1/2 NW1/4) and the northeast quarter of the southwest quarter (NE1/4 SW1/4) and the southwest quarter of the northeast quarter (SW1/4 NE1/4) Section 4, Township 3 South, Range 70 West, Jefferson County, State of Colorado. E. Source of water: Ralston Creek and tributary drainage thereto lying above the decreed point of diversion of Long Feeder Ditch. F. Appropriation date: June 6, 1909. G. Amount: Long Lake Reservoir No. 1: 557 acre feet ABSOLUTE; 574.8 acre feet CONDITIONAL; 1,131.8 acre feet Total. Long Lake Reservoir No.2: 292 acre feet ABSOLUTE; 716.3 acre feet CONDITIONAL; 1,008.3 acre feet Total. H. Use: Long Lakes Reservoirs Nos. 1 and 2 are used for storing water for irrigation purposes. I. Remarks: In C.A. 60052, Long Lake Reservoir No. 1 was

awarded Ralston Creek Reservoir Priority No. 4 with a priority date of May 29, 1873 for 890 acre feet. Also adjudicated in C.A. 60052 was the enlargement of Long Lakes No. 1 under Reservoir Priority No. 9 with a priority date of June 6, 1909 for an additional 1,131.8 acre feet of which 557 acre feet has been made absolute and 574.8 acre feet remain conditional. Water diverted under these reservoir priorities for Long Lake Reservoirs No. 1 and 2 are used for irrigation pursuant to contracts with the City of Arvada dated December 10, 1997 and the Agricultural Ditch dated April 2, 1936. CLAIM FOR FINDING OF REASONABLE DILIGENCE 4. Long Lake Reservoirs Nos. 1 and 2 are existing facilities owned and operated by the Applicant. These facilities are integral parts of the Denver Municipal Water System. The following activities are representative 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. The following is a list of work performed during the diligence period at Long Lake Reservoirs Nos. 1 and 2: I. Applicant completed annual safety inspection of the feeder tunnel. II. Applicant monitored dam movement monuments for horizontal and vertical movement. III. Applicant continued efforts to protect Preble’s Meadow Jumping Mouse habitat. IV. Applicant continued the rodent control and weed control program on the earthen dam. V. In October 2010, the Applicant contracted with Arcadis U.S. Inc. to assist in the evaluation of technical information regarding the Schwartzwalder Mine at a cost of $150,000. VI. In July 2012, the Applicant hired SM&RC Structural Engineers, Inc. to provide structural engineering for the Long Lake Feeder Ditch diversion structure replacement at a cost of $21,480. VII. Continued diversion, operation, storage, and use of the Long Lakes Reservoir Nos. 1 and 2 water rights. B. During the diligence period, the Applicant also made improvements to its South Boulder Creek and Ralston Creek water facilities. The firming of water supply in the Moffat Tunnel collection system continues to be a supply project needed for Applicant to meet demand projections. 5. Name(s) and address(es) of owner(s) of the land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: Name of Owner: The City and County of Denver, Acting by and through its Board of Water Commissioners. Mailing Address: 1600 West 12th Avenue, Denver, Colorado 80204. WHEREFORE, the Applicant request the court to find that the Applicant has been reasonably diligent under all the facts and circumstances and continue the remaining conditional amounts associated with Long Lakes Nos. 1 and 2. 13CW9 BERG FARMS, LLC, c/o Brad Lefgren, Manager, P.O. Box 148, Lucerne, CO 80646, (970) 506-3460. APPLICATION FOR CHANGE OF POINTS OF DIVERSION, WELD COUNTY. Future correspondence and pleadings to: Daniel K. Brown, Fischer, Brown, Bartlett & Gunn, P.C., 1319 E. Prospect Rd., Fort Collins, CO 80525, (970) 407-9000. 2. Purpose of Application: The purpose of this application is to correct the legal description of two wells owned by Applicant. These wells were misdescribed in the original decree, in large part due to due to clerical error that resulted in each well be decreed 1/4 mile from its true location. The wells have also subsequently been re-drilled. Applicant has determined the true location of the wells and wishes to revise the location of the wells to their true locations. No other change is requested as the place and type of use were correctly decreed. 3. Structures: A. 1) Berg West Well 2) Original Decree: September 10, 1953, Civil Action No. 11217, Larimer County District Court 3) Legal Description: 1,750 feet East and 39 feet South of the Northwest Corner of the West 1/2 of the NE1/4 of Section 19, Township 6 North, Range 65 West of the 6th P.M. Weld County, Colorado. 4) Source: Underground or subsurface water which is not naturally tributary to any natural stream. 5) Appropriation Date: January 31, 1938. 6) Amount: 0.9 cubic feet per second. 7) Use: Irrigation. B. 1) Berg East Well 2) Original Decree: September 10, 1953, Civil Action No. 11217, Larimer County District Court 3) Legal Description: 2,420 feet East and 39 feet South of the Northwest Corner of the West 1/2 of the NE1/4 of Section 19, Township 6 North, Range 65 West of the 6th P.M., Weld County, Colorado. 4) Source: Underground or subsurface water which is not naturally tributary to any natural stream. 5) Appropriation Date: April 29, 1941. 6) Amount: 1.5 cubic feet per second. 7) Use: Irrigation. 4. Proposed Change: Detailed description of proposed change. Applicant proposes to correct the decreed location of these Structures. No other change is requested. The original decree mistakenly stated the Northwest Corner of the West 1/2 of the NE1/4 as the point of reference for the well

locations when the proper reference should have been from the Northwest Corner of the East 1/2 of the NW1/4. The error is clear in the context of the decree and places the wells approximately 1/4 mile east of the intended decreed locations. The wells have also been re-drilled a short distance from their original locations. Applicant has determined the accurate locations of the wells as described below and wishes to change the decreed location of the wells to the following correct locations: Berg West Well: 2,225 feet West of the East section line and 5 feet South of the North section line of Section 19, Township 6 North, Range 65 West of the 6th P.M. Weld County, Colorado. Berg East Well: 1,790 feet West of the East section line and 5 feet South of the North section line of Section 19, Township 6 North, Range 65 West of the 6th P.M. Weld County, Colorado. 5. The Applicant hereby gives notice that it may prosecute this application as an “established erroneous point of diversion” in accordance with Colorado Senate Bill 13-078, or similar legislation, should it be passed into law while this application is pending. Application is 4 pages long 6. Ownership: The Applicant is the owner of the land upon which the structures, or modification to the structures, are or will be constructed or upon which water is or will be used. 13CW10 RANDALL A. AND CHARLENE B. SEPERICH, 5817 Pine Ridge Drive, Elizabeth, CO 80107. 303-888-4336. APPLICATION FOR UNDERGROUND WATER RIGHTS IN THE DENVER BASIN AQUIFERS UNDERLYING APPLICANT’S PROPERTY IN ELBERT COUNTY. Applicant seeks to adjudicate the well, permit 53184-A, and to adjudicate the non tributary and not nontributary Denver Basin groundwater underlying a 5 acre tract of land lying in the NE1/4, NE1/4, S9, T8S, R64W of the 6th PM, including the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. 13CW11 (04CW364) THE STATE OF COLORADO acting by and through THE COLORADO DIVISION OF PARKS AND WILDLIFE AND THE PARKS AND WILDLIFE COMMISSION, [POUDRE HATCHERY RIGHTS], 6060 Broadway, Denver, CO 80216,Telephone: 303-297-1162. APPLICATION FOR FINDING OF REASONABLE DILLIGENCE, TO CONTINUE CONDITIONAL WATER RIGHTS AND, IN PART, TO MAKE WATER RIGHTS ABSOLUTE IN LARIMER COUNTY, COLORADO. c/o BETH VAN VURST, Assistant Attorney General, Natural Resources Section 1300 Broadway, 7th Floor, Denver, CO 80203, Telephone: (720) 508-6312, Email: beth.vanvurst@state.co.us. 1.Name, Address, and Telephone Number of Applicant: Colorado Division of Parks and Wildlife, and the Parks and Wildlife Commission, 6060 Broadway, Denver, CO 80216,Telephone: 303-297-1162. 2. Conditional Water Right Information from Original Decree for Surface Water Right Claims 2.1. Name of Structure: Poudre Hatchery Pipeline Diversion, 2.1.1 Original Decree: January 4, 2007, Case No. 04CW364, District Court, Water Division 1. 2.1.2 Subsequent decrees awarding findings of diligence: N/A. 2.1.3 Legal Description: The point of diversion for the Poudre Hatchery Pipeline Diversion is located in the NW1/4 of the SW1/4 of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 2,489 feet from the South section line and approximately 620 feet from the West section line. The point of diversion for the Poudre Hatchery Pipeline Diversion is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. 2.1.4 Source: Cache La Poudre River. 2.1.5 Date of Appropriation: November 3, 2004. 2.1.6. Amount: 26 cfs, conditional. 2.1.7. Use: Fish culture, augmentation, replacement and exchange. 2.2. Name of Structure: Inlet Supply Pond Diversion. 2.2.1Original Decree: January 4, 2007, Case No. 04CW364, District Court, Water Division 1. 2.2.2. Subsequent decrees awarding finding of diligence: N/A. 2.1.4 2.2.3. Legal Description: The point of diversion for the Inlet Supply Pipeline is located in the SW1/4 of the NW1/4 of Section 32, Township 9 North, Range 74 West of the 6th P.M., approximately 2,543 feet from the North section line and approximately 579 feet from the West section line. The point of diversion for the Inlet Supply Pond Diversion is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. 2.2.4. Source: Cache La Poudre River. 2.2.5. Date of Appropriation: December 31, 1948 for fish culture, December 30, 2004 for augmentation, replacement and exchange. 2.2.6. Amount: 31 cfs, absolute for fish culture, and conditional for augmentation, replacement and exchange. 2.2.7. Use: Fish

culture, augmentation, replacement and exchange. 3. Conditional Water Right Information from Original Decree for Storage Water Right Claims. 3.1. Name of Structure: Inlet Supply Pond (aka Zimmerman Fish Pond #1). 3.1.1. Original Decree: January 4, 2007, Case No. 04CW364, District Court, Water Division 1. 3.1.2 Subsequent decrees awarding finding of diligence: N/A. 3.1.3. Legal Description: The SW1/4 of the NW1/4 and the NW1/4 of the SW1/4 of Section 32, Township 9 North, Range 74 West of the 6th P.M., and the center of the pond is approximately 2,475 feet from the South section line and approximately 897 feet from the West section line. The point of diversion for the Inlet Supply Pond is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. 3.1.4. Source: Cache La Poudre River. 3.1.5. Date of Appropriation: December 31, 1948 for fish culture and December 30, 2004 for augmentation, replacement and exchange. 3.1.6. Amount: 16 acre-feet with a maximum rate of diversion of 31 cfs, absolute for fish culture, and conditional for augmentation, replacement and exchange. 3.1.7. Use: Fish culture, augmentation, replacement and exchange. 3.2. Name of Structure: Poudre Hatchery Fish Pond 1. 3.2.1. Original Decree: January 4, 2007, Case No. 04CW364, District Court, Water Division 1. 3.2.2. Subsequent decrees awarding finding of diligence: N/A. 3.2.2. Legal Description: The NE1/4 of the SW1/4 of Section 32, Township 9 North, Range 74 West of the 6th P.M., and the center of the pond is approximately 1,521 feet from the South section line and 2,601 feet from the West section line. The point of diversion for Poudre Hatchery Fish Pond 1 is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. 3.2.3: Source: Cache La Poudre River. 3.2.4. Date of Appropriation: December 31, 1948 for fish culture and December 30, 2004 for augmentation, replacement and exchange. 3.2.5. Amount: 1.7 acre-feet with a maximum rate of diversion of 31 cfs, absolute for fish culture, conditional for augmentation, replacement and exchange. 3.2.6. Use: Fish culture, augmentation, replacement and exchange. 3.3. Name of Structure: Poudre Hatchery Settling Pond 1. 3.3.1. Original Decree: January 4, 2007, Case No. 04CW364, District Court, Water Division 1. Subsequent decrees awarding finding of diligence: N/A. Legal Description: The NW1/4 of the SE1/4 of Section 32, Township 9 North, Range 74 West of the 6th P.M., and the center of the pond is approximately 1,889 feet from the South section line and 2,189 feet from the East section line. The point of diversion for Poudre Hatchery Settling Pond 1 is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. 3.3.4 Source: Cache La Poudre River. 3.3.5 Date of Appropriation: December 31, 1948 for fish culture and December 30, 2004 for augmentation, replacement and exchange. 3.3.6 Amount: 3.6 acre-feet with a maximum rate of diversion of 31 cfs, absolute for fish culture, conditional for augmentation, replacement and exchange. 3.3.7 Use: Fish culture, augmentation, replacement and exchange. 4. Conditional Water Right Information from Original Decree for Underground Water Right Claims. 4.1.1 Name of Structures: Poudre Well No. 1, Poudre Well No. 2, Poudre Well No. 3, Poudre Well No. 3B, Poudre Well No. 4, Poudre Well No. 5, Poudre Well No. 6. 4.1.2. Original Decree: January 4, 2007, Case No. 04CW364, District Court, Water Division 4.1.3. Subsequent decrees awarding finding of diligence: N/A. 4.1.4. a. Legal Description: Poudre Well No. 1 will be located within 100 feet of the river in the NE1/4 of the SW1/4 of Section 32, Township 9 North, Range 74 West of the 6th P.M., approximately 1,820 feet from the South section line and approximately 2,220 feet from the West section line. The point of diversion for Poudre Well No.1 is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. b. Poudre Well No. 2 will be located in the NE1/4 of the SW1/4 of Section 32, Township 9 North, Range 74 West of the 6th P.M., approximately 2,045 feet from the South section line and approximately 2,242 feet from the West section line. The point of diversion for Poudre Well No. 2 is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. c. Poudre Well No. 3 is located within 100 feet of the river in the NW1/4 of the SE1/4 of Section 32, Township 9 North, Range 74 West of the 6th P.M., approximately 1,462 feet from the South section line and approximately 1,791 feet from the East section line. The point of diversion for Poudre Well No. 3 is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. d. Poudre Well No. 3B is located within 100 feet of the river in the NW1/4 of the SE1/4of Section 32, Township 9 North, Range 74 West of the 6th P.M., approximately 1,508 feet from the South section line and approximately 1,807 feet from the East section line. The point of diversion for Poudre Well No. 3B is depicted on the Poudre River State Fish

Unit map, attached hereto as Exhibit A. e. Poudre Well No. 4 will be located within 100 feet of the river in the NW1/4 of the SE1/4 of Section 32, Township 9 North, Range 74 West of the 6th P.M., approximately 1,480 feet from the South section line and approximately 2,210 feet from the East section line. The point of diversion for Poudre Well No. 4 is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. f. Poudre Well No. 5 will be located within 100 feet of the river in the NW1/4 of the SE1/4 of Section 32, Township 9 North, Range 74 West of the 6th P.M., approximately 1,340 feet from the South section line and approximately 2,770 feet from the East section line. The point of diversion for Poudre Well No. 5 is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. g. Poudre Well No. 6 will be located within 100 feet of the river in the NE1/4 of the SW1/4 of Section 32, Township 9 North, Range 74 West of the 6th P.M., approximately 1,473 feet from the South section line and approximately 2,547 feet from the West section line. The point of diversion for Poudre Well No. 6 is depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. 4.1.5. Source: Alluvial aquifer tributary to the Cache La Poudre River. 4.1.6. Date of Appropriation: April 21, 2003. 4.1.7. Amount: 500 gpm, conditional, for each well. The total combined pumping of all wells decreed in 04CW364 and referenced above is not to exceed 1,000 gpm. 4.1.8. Use: Fish culture. 5. Conditional Water Right Information from Original Decree for Appropriative Rights of Exchange Claims. 5.1 Poudre Hatchery Direct Exchange. 5.1.1. Original Decree: January 4, 2007, Case No. 04CW364, District Court, Water Division 1. 5.1.2. Exchange From Point: Headgate of the Poudre Valley Canal located on the east bank of the Cache La Poudre River at a point from whence the southeast corner of Section 10, Township 8 North, Range 70 West of the 6th P.M., Larimer County bears south a distance of 590 feet and east a distance of 4,900 feet. 5.1.3. Exchange To Point: a. Poudre Hatchery Pipeline Diversion, as more specifically described above. b. Poudre Hatchery Inlet Supply Pond Diversion, as more specifically described above. 5.1.4. Date of Appropriation: December 30, 2004. 5.1.5. Amount Claimed: Annual total of 16 acre-feet at a rate of no more than 1.35 cfs, conditional. 5.1.6. Additional Remarks: The Exchange To points are depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. The Exchange From points are identified on the map, attached hereto as Exhibit B. 5.2. The Watson Lake / Poudre Hatchery Exchange. 5.2.1. Previous Decree: 04CW364. 5.2.2. Exchange From Point: Watson Lake Outlet located in the NW1/4, Section 30, Township 8 North, Range 69 West of the 6th P.M., at a point from whence the west quarter corner of Section 30, Township 8 North, Range 69 West of the 6th P.M. bears South 65°54’52” West a distance of 1096 feet. 5.2.3. Exchange To Point: a. Poudre Hatchery Pipeline Diversion, b. Poudre Hatchery Inlet Supply Pond Diversion. 5.2.4. Date of Appropriation: December 30, 2004. 5.2.5. Amount Claimed: Annual total of 16 acre-feet at a rate of no more than 31 cfs, conditional. 5.2.6. Additional Remarks: The Exchange To points are depicted on the Poudre River State Fish Unit map, attached hereto as Exhibit A. The Exchange From points are identified on the map, attached hereto as Exhibit B. 6. Outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: During the applicable diligence period, CPW has taken the following steps to diligently develop the above referenced surface, storage, underground and exchange conditional water rights. This list is not intended to be exclusive and may be supplemented by additional evidence.The water rights which are the subject of this diligence action (Poudre Hatchery Pipeline Diversion, Inlet Supply Pond Diversion, Inlet Supply Pond aka Zimmerman Fish Pond #1, Poudre Hatchery Fish Pond 1, Poudre Hatchery Settling Pond 1, Poudre Well No. 1, Poudre Well No. 2, Poudre Well No. 3, Poudre Well No. 3b, Poudre Well No. 4, Poudre Well No. 5, Poudre Well No. 6, Poudre Hatchery Direct Exchange, and Watson Lake/Poudre Hatchery Exchange) are part of an integrated water supply system designed to provide a sufficient and reliable water supply at the Poudre State Fish Unit, as previously decreed by this Court in Case No. 04CW364. CPW has performed monthly reviews of the water court resume to determine whether the filing of Statements of Opposition are necessary protect its water rights in Water Division No.1, including the above referenced conditional water rights. CPW staff has met internally to discuss how to develop and maintain the conditional water rights which are the subject of this application. In 2008, a hatchery building was constructed for the purpose of producing Whirling

Disease free Rainbow Trout eggs which increased fish production and water use. The expenditure for the building and associated equipment was approximately $15,000. In 2008, Poudre Hatchery Wells 3 and 3b were drilled and completed for a total cost of $461,103.85, which allowed two of the conditional water rights to be diverted and applied to their decreed beneficial use. In 2008, the primary generator for the Poudre Hatchery was repaired and reconfigured at a total cost of $5,955.70. Further maintenance was done in 2008 at a cost of $833.07. In 2009, the well motor starters for Poudre Hatchery Wells 3 and 3b were replaced at a total cost of $3,487.00. In 2009, the concrete distribution boxes at the bottom of the hatchery supply ponds were removed to decrease seepage in the ponds and allow for a more efficient use of water. This action required a total expenditure of $2,915.00. In 2011, CPW staff submitted a Request for Engineering for the construction of a new hatchery building which would allow increased production of various strains of Greenback Cutthroat Trout, a federally threatened species, in order to assist the Statewide Greenback Trout Recovery Plan. The facility would also be used to produce Whirling Disease resistant Rainbow Trout eggs. Funding for this facility is currently pending. CPW Engineering staff prepared an initial cost estimate of approximately $750,000 for this new facility. Additional water will be needed if the hatchery is expanded, such water needs will be through the construction of the remaining conditional wells. In 2011 and 2012, controlled burns were performed on the hatchery supply ponds. Each burn took approximately three days to complete at approximately eight hours of staff time per person per day. Annual weed spraying has been performed on the ponds and hatchery grounds. In 2012, the Inlet Supply Pipeline and associated headgate structure were replaced at a cost of $33,179. CPW staff developed plans to rehabilitate wells 3 and 3B in order to increase the pumping and production capacity at the wells. Rehabilitation will begin upon approval of funding. 7. Claim to Make Absolute and For Finding of Reasonable Diligence: Through this Application, CPW seeks to make a portion of several of its conditional water rights, as set forth below, absolute for fish culture, augmentation, replacement and exchange purposes. In the event the Court declines to make any of the below uses absolute, CPW requests the Court enter a finding of diligence and continue these conditional water rights, in their entirety, based upon the actions set forth in Paragraph 6 above. 7.1 Name of Structure: Poudre Hatchery Pipeline Diversion. 7.1.1. Amount Claimed Absolute: 13.5 cfs. 7.1.2. Use: Fish Culture. 7.1.3. Date Applied to Beneficial Use: June 24, 2010. 7.1.4. Remarks: 12.5 cfs remains conditional for Fish Culture. 26 cfs remains conditional for augmentation, replacement and exchange. 7.2. Name of Structure: Poudre Hatchery Well 3. 7.2.1. Amount Claimed Absolute: 178 gpm . 7.2.2. Use: Fish Culture. 7.2.3. Date Applied to Beneficial Use: October 3, 2012. 7.2.4. Remarks: 322 gpm remains conditional for Fish Culture. 7.3 Name of Structure: Poudre Hatchery Well 3b. 7.3.1. Amount Claimed Absolute: 126 gpm. Use: Fish Culture. 7.3.3 Date Applied to Beneficial Use: October 3, 2012. 7.3.4 Remarks: 374 gpm remains conditional for Fish Culture. 7.4 Name of Right: Poudre Hatchery Direct Exchange. 7.4.1: Amount Claimed Absolute: 6.7 acre-feet at a maximum rate of 0.03 cfs. 7.4.2 Date Applied to Beneficial Use: Volume accumulated over the 2011-2012 water year, maximum rate of flow recorded in July 2012. 7.4.3 Remarks: CPW has operated the Poudre Hatchery Direct Exchange to each of the decreed Exchange To points. 9.3 acre-feet of the decreed exchange remains conditional. 8. Name and address of owners of the land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: All structures listed above are located on land owned by the Applicant. WHEREFORE, Applicant respectfully requests that this Court enter a decree: (1) finding that Applicant has exercised reasonable diligence in the development of any and all conditional rights decreed in Case No. 04CW364 so that such conditional rights may continue in full force and effect if not made absolute in these proceedings; (2) finding that CPW has in the amounts and uses set forth above made a portion of the above referenced conditional water rights absolute; (3) continuing all conditional water rights in full force and effect as decreed that are not made absolute in this proceeding; and (4) for such other and further relief as this Court deems just and proper. 13CW12 Ground Water Management Subdistrict of the Central Colorado Water Conservancy District (“GMS”), 3209 W. 28th Street, Greeley, CO 80634; c/o Randy Ray. Please send

correspondence and pleadings to: David P. Jones, Lawrence Jones Custer Grasmick LLP, 5245 Ronald Reagan Blvd., Suite 1, Johnstown, CO 80534, (970) 622-8181; david@ljcglaw.com. CONCERNING THE APPLICATION TO AMEND DECREE TO DESCRIBE ADDITIONAL RECHARGE FACILITIES IN WELD COUNTY. 2. Name of Structure: Farmers Independent Ditch Recharge Project. 3. Information from previous decree. A decree was entered for the Farmers Independent Recharge Project on March 29, 1989, in Case No. 1985CW370, Water Division 1. An Amendment to Findings and Ruling of the Referee and Decree of the Water Court was entered on February 8, 1991 and second Amendment was entered on November 8, 2012. A. Point of Diversion: The Farmers Independent Ditch diverts from SW1/4 of Section 19, Township 3 North, Range 66 West of the 6th P. M. on the east bank of the South Platte River, in Weld County. B. Source: South Platte River. C. Date of Appropriation: November 19, 1985. D. Amount: 90 c.f.s. (Note: 34 c.f.s. of the 90 c.f.s. originally decreed as conditional was made absolute in 95CW77, and 6.2 c.f.s. was made absolute in 02CW146). E. Use: augmentation, recharge replacement and exchange. F. Description of Project: Waters are diverted into the Farmers Independent Ditch at its existing headgate and are allowed to percolate into the underground aquifer and flow toward the South Platte River for the purpose of developing accretions to offset out of priority depletions. The water so diverted may also be delivered through the ditch to facilities proximate to the ditch for beneficial use. Applicant has an agreement with the Farmers Independent Ditch Company which allows the operation of this project. G. Additional Information. A finding of reasonable diligence continuing the above described water right as conditional was entered in Case No. 09CW173 on April 30, 2012. Pursuant to Paragraph 17 of said decree, diversions under this recharge project are limited to 13,500 acre feet in any single water year of October 1 through September 30 and count toward the 25,000 acre foot volume limit set forth in paragraph 11.4.2 of the decree entered in Case No. 05CW331; Additionally, based on stipulations entered in Case No. 05CW331, diversions under the recharge project also count toward the cumulative annual and rolling average volume limits set forth in paragraphs 24.1 and 24.2 of the 05CW331 decree. Any and all amounts of water diverted under this recharge project count toward these volumetric limitations, irrespective of whether such diversions occur pursuant to a call under this recharge project or under free river conditions. Once 13,500 acre-feet has been diverted under this recharge project in any water year (from October 1 to September 30) as described above, Applicant shall no longer be entitled to call for water under this recharge project during the same water year. 4. Description of Additional Recharge Facilities. Paragraph 9.h. from the 1985CW370 decree allows the addition of recharge facilities proximate to the ditch not previously identified by filing an application to amend the decree to describe the facilities. The facilities to be added under this amendment are described in the following table:

5. Remarks: The recharge ponds identified herein have been surveyed and stage capacity curves are provided as Exhibit A to the application which is on file with the Court. All water delivered to a recharge site will be measured and recorded and all recharge accretions will be determined and accounted for under the terms of the Decree entered in Case No. 1985CW370, as previously amended. Other than the addition of the recharge sites as described herein, no other changes to the 1985CW370 decree, as previously amended, are proposed under this Amendment. 6. Name and address of owner of lands upon which water may be stored/recharged: A. The Briggs pond is on land owned by John Charles Briggs 6725 SW Corbett Ave., Portland, OR 97219. B. The Donna Ewing pond is on land located by Robert Ewing, 16512 CR 46, La Salle, CO 80645. The original format of this application is three (3) pages in length.

Facility Name

Legal Description

SDF

Maximum Surface Area (Acres)

Quarter Quarter Section

Dist from Section Line

Dist from Section. Line

Township 3 N, Range 67 W, 6th P.M. Briggs Pond SW NE 1 2471 fr N 2432 fr E 357 1.88 Township 4 N, Range 66 W, 6th P.M. Donna Ewing Pond N NW 14 1267 fr N 1352 fr W 1373 .21

13CW13 Ground Water Management Subdistrict of the Central Colorado Water Conservancy District (“GMS”), 3209 W. 28th Street, Greeley, CO 80634; c/o Randy Ray. APPLICATION TO AMEND DECREE TO DESCRIBE ADDITIONAL RECHARGE FACILITIES IN WELD COUNTY. Please send correspondence and pleadings to: David P. Jones, Lawrence Jones Custer Grasmick LLP, 5245 Ronald Reagan Blvd., Suite 1, Johnstown, CO 80534, (970) 622-8181; david@ljcglaw.com. 2. Name of Structure: Western Mutual Ditch Recharge Project. 3. Information from previous decree. A decree was entered for the Western Mutual Ditch Recharge Project on May 22, 1991, in Case No. 1987CW304, Water Division 1. A. Point of Diversion: In the Southeast Quarter (SE1/4) of the Southwest Quarter (SW1/4) of Section Eleven (11), Township Three (3) North, Range Sixty-seven (67) West of the 6th P.M., Weld County, Colorado at the diversion works of the Western Mutual (Hewes and Cook) Ditch on the east bank of the South Platte River. B. Source: South Platte River and its tributaries. C. Date of Appropriation: March 17, 1987. D. Amount: 55.0 c.f.s. conditional; 20.0 c.f.s. absolute. ( Note: 9 c.f.s. of the 55 c.f.s. originally decreed as conditional was made absolute in 1997CW161, and 2.4 c.f.s. was made absolute in 2004CW255.). E. Use: augmentation, recharge, replacement and exchange. F. Description: Waters are diverted into the Western Mutual Ditch at its existing headgate and are allowed to percolate into the underground aquifer and flow toward the South Platte River for the purpose of developing accretions to offset out of priority depletions associated with well pumping for irrigation and other beneficial uses of water. The water so diverted may also be delivered through the ditch to facilities proximate to the ditch for such use. Applicant has an agreement with the Western Mutual Ditch Company which allows the operation of this project. G. Prior Amendments. The 87CW304 Decree was previously amended by order of the Court dated October 22, 2012. Pursuant to stipulations with parties to that amendment incorporated into paragraph 16 of said Decree, diversions under this recharge project are limited to 13,500 acre feet in any single water year of October 1 through September 30 and count toward the 25,000 acre foot volume limit set forth in paragraph 19.4.2 of the decree entered in Case No. 05CW331. Additionally, based on stipulations entered in Case No. 05CW331 diversions under the recharge project also count toward the cumulative annual and rolling average volume limits set forth in paragraphs 24.1 and 24.2 of the 05CW331 decree. Any and all amounts of water diverted under this recharge project count toward these volumetric limitations, irrespective of whether such diversions occur pursuant to a call under this recharge project or under free river conditions. Once 13,500 acre-feet has been diverted under this recharge project in any water year (from October 1 to September 30) as described above, Applicant shall no longer be entitled to call for water under this recharge project during the same water year. 4. Description of Additional Recharge Facilities. Paragraph 9.g. from the 1987CW304 decree allows the addition of recharge facilities proximate to the ditch not previously identified by filing an application to amend the decree to describe the facilities. The facilities to be added under this amendment are described in the following table:

5. Remarks: The recharge ponds identified herein have been surveyed and stage capacity curves are provided as Exhibit A to the application which is on file with the Court. All water delivered to a recharge site will be measured and recorded and all recharge accretions will be determined and accounted for under the terms of the Decree entered in Case No. 1987CW304. Other than the addition of the recharge sites as described herein, no other changes to the 1987CW304 decree, as previously amended,

Facility Name

Legal Description

SDF

Maximum Surface Area (Acres)

Quarter Quarter Section

Dist from Section Line

Dist from Section. Line

Township 4 N, Range 66 W, 6th P.M. Haren Pond SW 16 1186 fr S 1270 fr W 500 64.63 Schafer Pond SESE 16 254 fr S 571 fr E 987 1.51 Township 4 N, Range 65 W, 6th P.M. Jerke Pond NW NE 7 193 fr N 2420 fr E 641 2.75

are proposed under this Amendment. 6. Name and address of owner of lands upon which water may be stored/recharged: A. The Haren Pond is on land owned by Cynthia and Thomas Haren, 14339 HWY 256, Platteville, CO 80651. B. The Schafer Pond is on land owned by Richard C. Schafer, 14913 CR 44, La Salle, CO 80645. C. The Jerke Pond is on land owned by Charles Jerke, 20003 CR 39, La Salle, CO 80645. The original format of this application is three (3) pages in length. ****In response to Order of Court, this is the first publication of the resume for case 12CW278**** 12CW278, Connie and Michael Stoffel, 12742 N. 2nd St., Parker, CO 80134 (by Jerri L. Hill, Jerri Hill Law Firm LLC, 12460 N. Third Street, Parker, Colorado 80134) APPLICATION FOR UNDERGROUND WATER RIGHTS IN THE DENVER BASIN, FROM NOT NONTRIBUTARY AND NONTRIBUTARY SOURCES IN THE NOT NONTRIBUTARY DENVER AND DAWSON AQUIFERS, AND IN THE NONTRIBUTARY ARAPAHOE AND FOX LARAMIE AQUIFERS, DOUGLAS COUNTY, WITH ADJUDICATION OF EXISTING EXEMPT WELL IN THE LOWER DAWSON, in DOUGLAS COUNTY. Stoffel Exempt Well structure of well permit number 76342, location description at the SW1/4 of the NW1/4 of Section 7, Township 6S, Range 66W, 6th Principal Meridian, on Stoffel property described as Lot 2, Block 8, Grand View Estates, County of Douglas, of approximately 2 acres, with acre feet in the amount determined by the Findings of Fact of the State Engineer, for domestic, irrigation of up to .25 acres, and watering of up to four large animals. AMENDMENTS 12CW303 CITY OF BLACK HAWK, c/o Director of Public Works, P.O. Box 68, Black Hawk, Colorado 80422, Telephone: (303) 582-1324, c/o Harvey W. Curtis, Esq., Harvey W. Curtis & Associates, 8310 South Valley Highway, #230, Englewood, Colorado 80112, Telephone: (303) 292-1144. AMENDED APPLICATION FOR CHANGES OF WATER RIGHTS, PLAN FOR AUGMENTATION, AND CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE, IN GILPIN, CLEAR CREEK, JEFFERSON, ADAMS, BROOMFIELD, DENVER, ARAPAHOE AND WELD COUNTIES. II. CHANGES OF WATER RIGHTS. By this application, Applicant seeks to change the following water rights for the purposes as set forth below: A.. Golden City and Ralston Creek Ditch a/k/a Church Ditch. Applicant has acquired 112.9 inches in the Church Ditch which were not changed by Applicant’s decree in Case No. 94CW036. The historical consumptive use for 106.4 of these inches was previously quantified by Adolph Coors Company (now the Coors Brewing Company) by the decree in Consolidated Cases Nos. W-8036(75) and W-8256(76) and the decree in Case No. 99CW236, and need to be changed for use in Applicant’s municipal system. 6.5 of the Church Ditch inches which are the subject of this application have not previously been changed. 1. Original decrees for 112.9 Church Ditch Inches:

Date Entered

Case No.

Court

Amount (c.f.s.)

Appropriation Date

Black Hawk's Proportionate Share

10/04/1884 N/A Arapahoe 0.9 06/01/1862 0.0178

10/04/1884 N/A Arapahoe 41.43 02/28/1865 0.8191

10/04/1884 N/A Arapahoe 1.25 05/16/1865 0.0247

10/04/1884 N/A Arapahoe 18.26 11/18/1877 0.3610

10/04/1884 N/A Arapahoe 18.85 11/15/1878 0.3727

10/04/1884 N/A Arapahoe 32.34 11/20/1881 0.6394 2. Source: Clear Creek. 3. Decreed use: Irrigation in original decrees. 105.4 inches in this application were previously changed in Consolidated Cases Nos. W-8036(75) and W-8256(76) to augmentation

purposes. One inch in this application was previously changed in Case No. 99CW236 for use for agricultural and mechanical purposes, including drinking water, sanitation, fire protection, cooling, manufacturing and normal urban usage, storage purposes, exchange and augmentation purposes. 4. Legal description of structures: The headgate of the Church Ditch is located on the North bank of Clear Creek in the NW1/4 of the NE1/4 of Section 32, T.3 S., R.70 W., of the 6th P.M., at a point which is approximately 1,800 feet East and 1,000 feet South of the NE corner of said section, Jefferson County, Colorado. Exhibit A attached hereto and incorporated herein by this reference, is a map showing the approximate location of historic use of the water rights to be changed under this paragraph II.A. B. Farmers’ High Line Canal and Reservoir Company. Applicant is the owner of 1.15 shares in the Farmers’ High Line Canal and Reservoir Company which are the subject of this application. 1. Original Decrees for 1.15 Shares: Date Entered

Case No.

Court

Amount (c.f.s.)

Appropriation Date

Black Hawk's Proportionate Share**

10/04/1884 N/A Arapahoe 0.275 02/25/1860 0*

10/04/1884 N/A Arapahoe 1.00 05/16/1860 0.0010

10/04/1884 N/A Arapahoe 3.281 05/31/1860 0.0034

10/04/1884 N/A Arapahoe 39.80 07/01/1860 0.0412

10/04/1884 N/A Arapahoe 1.61 05/28/1863 0.0017

10/04/1884 N/A Arapahoe 2.75 06/20/1863 0.0028

10/04/1884 N/A Arapahoe 2.89 04/23/1865 0.0030

10/04/1884 N/A Arapahoe 0.807 11/02/1865 0*

10/04/1884 N/A Arapahoe 0.33 05/24/1870 0.0003

10/04/1884 N/A Arapahoe 154.00 04/01/1872 0.1593

10/09/1895 21886 Arapahoe 191.00 04/01/1886 0.1976

10/09/1895 21886 Arapahoe 335.86 04/23/1895 0.3475

05/13/1936 60052 Denver 193.80 (Little Dry Creek)

04/01/1872 0.2005

05/13/1936 60052 Denver 60.00 (Ralston Creek)

04/01/1872 0.0621

05/13/1936 60052 Denver 465.00 (Leyden Creek)

07/12/1905 0.4811

*No pro rata interest in H.R. Brown contract rights. ** Black Hawk owns a total of 1.15 regular shares out of a total of 1,111.4238 outstanding shares, consisting of 1,091.6133 shares of regular stock and 19.8105 shares of Class B stock. 2. Source: Clear Creek, Little Dry Creek, Ralston Creek, and Leyden Creek. 3. Decreed use: Irrigation. 4. Legal description of structures: The Clear Creek headgate of the Farmers High Line Canal is located in the NW1/4 SW1/4 of Section 27, Township 3 South, Range 70 West of the 6th P.M., Jefferson County, Colorado. The decreed point of diversion from Little Dry Creek a.k.a. Kelly Creek a.k.a. Van Bibber Creek is on the West or upper bank of the Farmers High Line Canal

where it crosses Little Dry Creek in the NE1/4 of Section 13, T. 3 S., R. 70 W. of the 6th P.M., in Jefferson County, Colorado. The decreed point of diversion from Ralston Creek is on the north bank thereof at a point about 175 feet West of the point where the Farmers High Line Canal crosses Ralston Creek and near the center of the NW1/4 Section 1, T. 3 S., R. 70 W. of the 6th P.M., in Jefferson County, Colorado. The decreed point of diversion from Leyden Creek is on the West or upper bank of the Farmers High Line Canal where it crosses Leyden Creek below the embankment of Leyden Reservoir in the NE1/4 of Section 36, T. 2 S., R. 70 W. of the 6th P.M., in Jefferson County, Colorado. Exhibit B attached hereto and incorporated herein by this reference, is a map showing the approximate location of historic use of the water rights to be changed under this paragraph II.B. C. Agricultural Ditch and Reservoir Company. Applicant is the owner of 6/40ths share in the Agricultural Ditch and Reservoir Company which are the subject of this application. Exhibit C attached hereto, and incorporated herein by this reference, is a map showing the approximate location of historic use of the water rights to be changed under this paragraph II.C. 1. Original Direct Flow Decrees for 6/40ths Share:

Date Entered Case No. Court Amount

(c.f.s.) Appropriation Date

Black Hawk's Proportionate Share

10/04/1884 N/A Arapahoe 1.64 05/15/1860 0.0012

10/04/1884 N/A Arapahoe 0.675 05/19/1860 0.0005

10/04/1884 N/A Arapahoe 3.83 05/31/1860 0.0029

10/04/1884 N/A Arapahoe 1.12 06/14/1860 0.0008

10/04/1884 N/A Arapahoe 0.098 05/14/1861 0.0001

10/04/1884 N/A Arapahoe 1.12 06/02/1861 0.0008 10/04/1884 N/A Arapahoe 0.39 06/11/1861 0.0003

10/04/1884 N/A Arapahoe 0.15 06/01/1862 0.0001

10/04/1884 N/A Arapahoe 0.163 05/16/1865 0.0001

10/04/1884 N/A Arapahoe 101.54 12/21/1874 0.0762

10/04/1884 N/A Arapahoe 48.46 03/24/1883 0.0363

05/13/1936 60052 Denver 55.00 03/27/1888 0.0413 (a) Source: Clear Creek. (b) Decreed use: Irrigation. (c) Legal description of structures: The headgate of the Agricultural Ditch is located on the South bank of Clear Creek in the SW1/4 of Section 27, T. 3 S., R. 70 W., of the 6th P.M., Jefferson County, Colorado. 2. Storage rights decreed to the Midway Reservoirs of the Agricultural Ditch Reservoir Company from Clear Creek, and diverted via the Agricultural Ditch at the location described in paragraph II.C.1.(c), above:

Structure Priority Appropriation Date

Adjudication Date

Decreed Amount of AF

Black Hawk’s Pro Rata Interest in AF

Main 70 02/01/1901 05/13/1936 606.51 0.45

East 71 02/01/1901 05/13/1936 102.02 0.08

Smith 71 02/01/1901 05/13/1936 93.25 0.07

86 09/29/1906 05/13/1936 292.79 0.22

9 (Bear Creek) 12/06/1882¹ 02/04/1884 68.54 (cfs) 0.05 (cfs)

09/16/1940² 12/31/1978 182.92 0.14 1. Decreed for Irrigation, recreation. 2. Decreed for Irrigation, domestic, municipal. (a) Historic Use: Irrigation. (b) Type of water right: Surface, direct flow and storage. (c) Decreed places of storage: (1) Main Reservoir. Main Reservoir is located in Sections 16 and 21, T. 4 S. R. 69 W. of the 6th P.M., in Jefferson County, Colorado. (2) East Reservoir. East Reservoir is located in Jefferson County, Colorado in Sections 21 and 22, T. 4 S., R. 69 W., of the 6th P.M. (3) Smith Reservoir. Smith Reservoir is located in Section 21, T. 4 S., R. 69 W., of the 6th P.M., in Jefferson County, Colorado. 3. Storage rights decreed to the Mountain Reservoirs of The Agricultural Ditch and Reservoir Company:

Structure Priority Appropriation Date

Adjudication Date

Decreed Amount in AF

Black Hawk’s Pro Rata Interest in AF

Lock Lomond Group 1 9/21/1900 5/13/1936 596.90 0.45

1a 9/21/1900 5/13/1936 499.60 0.37

3 7/16/1906 5/13/1936 206.80 0.16

4/01/1974¹ 12/31/1983 304.00 0.23

Fall River Group 3 9/21/1900 5/13/1936 127.10 0.10

3 7/16/1906 5/13/1936 304.00 0.23

4 9/21/1900 5/13/1936 44.81 0.03

4 9/21/1900 5/13/1936 112.81 0.08

81 8/01/1905² 5/13/1936 101.80 0.08

3a 7/16/1906 5/13/1936 262.98 0.20

6 & 6a 7/16/1906 5/13/1936 30.58 0.02

1a 9/21/1900 5/13/1936 88.60 0.07 1. Decreed for Irrigation, Municipal, Domestic, Industrial. 2. Decreed for Irrigation, Power. (a) Type of water right: Surface, direct flow and storage. (b) Decreed places of storage: (1) Loch Lomond Group of Reservoirs. Loch Lomond Group of Reservoirs, consisting of Loch Lomond Reservoir, Lake Caroline Reservoir, Twin Lakes Reservoir (sometimes referred to as Upper Loch Lomond or Stuart Reservoir), Ice Lake Reservoir and Ohman Lake Reservoir, form a closely grouped, interconnecting series of reservoirs, having a common source of supply and a common outlet through the outlet of Loch Lomond Reservoir and constitute a single reservoir unit. Said reservoirs are located in Sections 28, 29, and 33, T. 2 S., R. 74 W., of the 6th P.M., Clear Creek County, Colorado, in the headwaters of Fall River, and particularly the headwaters of the Northerly or so-called Loch Lomond branch of the Fall River. Said Fall River is a tributary of Clear Creek. (2) Fall River Group of Reservoirs. The Fall River Group of Reservoirs, consisting of Chinn’s Lake Reservoir, Upper Chinn’s Lake Reservoir (also known as Sherwin Lake Reservoir), and Fall River Reservoir, form a closely grouped, interconnecting series of reservoirs, having a common source of supply and a common outlet and constitute a single reservoir unit. Said reservoirs are located in unsurveyed Section 5, T. 3 S., R. 74 W. of the 6th P.M., Clear Creek County, Colorado, in the headwaters of Fall River, a tributary of Clear Creek, and particularly the headwaters of the Southerly branch of Fall River, as distinguished from the Northerly or so-called Loch Lomond branch of said Fall

River. (c) Source: Fall River, a tributary of Clear Creek. (d) Historic Use: Irrigation, Domestic. 4. Long Lake Exchange Right decreed for use by the Agricultural Ditch and Reservoir Company in Case No. 89CW227: (a) Date decreed entered: March 29, 1991:

Appropriation Date Decreed Amount in AF Black Hawk’s Pro Rata Interest in AF

08-11-1937 200 AF at not more than 20 cfs 0.15 AF at not more than 0.02 cfs (b) Type of water right: Surface Exchange. (c) Decreed exchange to point: The point of diversion on Clear Creek decreed to the Agricultural Ditch described in paragraph II.C.1.(c), above. (d) Source: Clear Creek. (e) Historic Use: Irrigation, domestic.(f) Conditions: Any use of this Long Lake Exchange is subject to all terms and conditions set forth in the decree in Case No. 89CW227, and is limited to Black Hawk’s pro rata share of the Agricultural Ditch and Reservoir Company’s interest in Long Lake facilities, which interest is defined in certain conveyance documents and agreements as described in paragraph 8 of said decree. D. Manhart Ditch Company. Applicant is the owner of 4.0 shares in the Manhart Ditch Company which are the subject of this application. 1. Original Prior Decrees: Date Entered

Case No.

Court

Amount (c.f.s.)

Appropriation Date

Black Hawk's Proportionate Share

10/04/1884 N/A Arapahoe 0.8 08/31/1860 0.0065

10/04/1884 N/A Arapahoe 0.2 06/20/1862 0.0016

10/04/1884 N/A Arapahoe 11.8 06/30/1864 0.0960 2. Source: Ralston Creek. 3. Decreed use: Irrigation. 4. Legal description of structures: The headgate of the Manhart Ditch is located on the North Bank of Ralston Creek in the SW1/4, Section 12, Township 3 South, Range 69 West of the 6th P.M., in Jefferson County, Colorado. Exhibit D attached hereto and incorporated herein by this reference, is a map showing the approximate location of historic use of the water rights to be changed under this paragraph II.D. E. Consolidated Juchem Ditch and Reservoir Company. Applicant is the owner of 11.25 inches carried in the Reno-Juchem Ditch by the Consolidated Juchem Ditch and Reservoir Company which are the subject of this application. 1. Original Prior Decrees: Date Entered

Case No.

Court

Amount (c.f.s.)

Appropriation Date

Black Hawk's Proportionate Share*

10/04/1884 N/A Arapahoe 0.375 05/14/1861 0

10/04/1884 N/A Arapahoe 2.375 06/01/1862 0.0025

10/04/1884 N/A Arapahoe 2.89 04/23/1865 0.0041

10/04/1884 N/A Arapahoe 4.76 05/16/1865 0.0093

10/04/1884 N/A Arapahoe 5.98 05/24/1870 0

10/04/1884 N/A Arapahoe 18.190 03/02/1878 0

10/04/1884 N/A Arapahoe 2.75 (Ralston Creek)

04/10/1861 0

* Based on Arvada’s methodology in Case No. 2005CW112. 2. Source: Clear Creek. 3. Decreed use: Irrigation. 4. Legal description of structures: The Clear Creek headgate of the Reno-Juchem Ditch is located in the NE1/4 SE1/4 SW1/4, Section 19, Township 3 South, Range 69 West of the 6th P.M. at a point on the north bank of Clear Creek about 1,350 feet upstream of Eldridge Street, Jefferson, County,

Colorado. Exhibit E attached hereto and incorporated herein by this reference, is a map showing the approximate location of historic use of the water rights to be changed under this paragraph II.E. F. Description of proposed changes: 1. Change of type of use: Black Hawk proposes to change the decreed use of the water rights described in paragraphs II.A. through II.E., above: to all municipal purposes, including domestic, irrigation, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes; to storage for later use for all the foregoing purposes; and to use by exchange for all of the foregoing said purposes. The water will also be used for exchange, for replacement, and for augmentation purposes, including augmentation pursuant to the decree sought by this application. Applicant asks the Court to decree that Applicant has the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise use to extinction all water lawfully diverted and/or impounded under the changed water rights after required return flows have been made. 2. Change of type of use: The place of use will be changed to the City of Black Hawk's water service area as it presently exists and as it may exist in the future. 3. Alternate points of diversion and places of storage: Black Hawk may divert and store the water rights being changed at one or more of the following alternate points of diversion and places of storage located at or downstream of the Church Ditch’s headgate on Clear Creek: (a) Church Ditch Clear Creek diversion point, located in the NW1/4 NE1/4 of Section 32, Township 3 South, Range 70 West of the 6th P.M., Jefferson County, as described in paragraph II.A.4., above. (b) Farmers’ High Line Canal Clear Creek diversion point, located in the NW1/4 SW1/4 of Section 27, Township 3 South, Range 70 West of the 6th P.M., Jefferson County, as described in paragraph II.B.4., above. (c) The Agricultural Ditch Clear Creek diversion point: located at a point on the South Bank of Clear Creek in the SW1/4, Section 27, Township 3 South, Range 70 West of the 6th P.M. , Jefferson County, as described in paragraph II.C.1.(c), above. (d) Lee, Stewart and Eskins Ditch Clear Creek diversion point, located on the south bank of Clear Creek in the SE1/4 NE1/4 of Section 27, Township 3 South, Range 70 West of the 6th P.M., Jefferson County. (e) Fairmont Reservoir, located in the NE1/4 of Section 24, Township 3 South, Range 70 West of the 6th P.M., Jefferson County. (f) Maplegrove Reservoir, located in the S1/2 of Section 29 and the N1/2 of Section 32, Township 3 South, Range 69 West of the 6th P.M., Jefferson County. (g) Consolidated Mutual Water Company’s Welton Reservoir, located in the S1/2 of Section 24 and the N1/2 of Section 25, Township 2 South, Range 70 West of the 6th P.M., Jefferson County. 4. Terms and conditions: Applicant proposes to incorporate in any decree entered in this case appropriate terms and conditions for the proposed changes of Applicant’s interests in the water rights described in paragraphs II.A. through II.E., above, including the following terms and conditions to prevent injury to other water users: (a) Applicant will file monthly accounting forms with the Division Engineer. (b) Applicant will make required return flows to replicate historic return flows from the water rights to be changed, except during times of free river conditions or when the water right calling for water is junior to December 28, 2012. III. REQUEST FOR APPROVAL OF PLAN FOR AUGMENTATION. A. Name of structures to be augmented: A map showing the location of the following structures is attached as Exhibit F hereto. 1. Mountain Supply Pipeline. (a) Legal description: Located in Sections 19, 30, and 31, Township 2 South, Range 72 West of the 6th P.M. and in Section 6, Township 3 South, Range 72 West of the 6th P.M., in Gilpin County, Colorado. The source of water is springs described in the Decree in Case No. W-203, Water Division No. 1. (b) Water rights diverted from the structure: 0.3 c.f.s., absolute, appropriation date 7/03/1884, adjudication date: 12/31/1970, decreed in Case No. W-203; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120; 7 c.f.s., conditional, by exchange, appropriation date 12/28/2007, adjudication date 12/31/2007, decreed in Case No. 2007CW327. 2. North Clear Creek Pumping Station (Black Hawk Pumping Station). (a) Legal description: Located on the southwest bank of North Clear Creek whence the N1/4 corner of Section 7, Township 3 South, Range 72 West bears N 54º40’ E 3,367.60 feet in Gilpin County, Colorado. The source of water is North Clear Creek as described in the Decree in Case No. W-204, Water Division No. 1. (b) Water rights diverted from the structure: 0.222 c.f.s. (100 g.p.m.),

absolute, appropriation date 7/08/1937, adjudication date: 12/31/1970, decreed in Case No. W-204; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120; 7 c.f.s., conditional, by exchange, appropriation date 12/28/2007, adjudication date 12/31/2007, decreed in Case No. 2007CW327. 3. Black Hawk North Clear Creek Well. (a) Legal description: Located at a point in the SW1/4 of the SW1/4, Section 6, Township 3 South, Range 72 West of the 6th P.M. at a point located approximately 1,100 feet from the South section line and 500 feet from the West section line of said Section 6, in Gilpin County. The source of water is groundwater tributary to North Clear Creek. (b) Water rights diverted from the structure: 30 g.p.m. (0.067 c.f.s.), absolute, 10 g.p.m. (0.023 c.f.s.), conditional, appropriation date 4/1/1996, adjudication date: 12/31/2000, decreed in Case No. 94CW036. 4. Upper North Clear Creek Pump Station No. 1. (a) Legal description: Located on North Clear Creek in the NW1/4 SW1/4 of Section 34, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, at a point located approximately 900 feet from the West section line and 2,100 feet from the South section line of said Section 34. The source of water is North Clear Creek.(b) Water rights diverted from the structure: 7.0 c.f.s., conditional, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW058; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120; 7 c.f.s., conditional, by exchange, appropriation date 12/28/2007, adjudication date 12/31/2007, decreed in Case No. 2007CW327. 5. Upper North Clear Creek Pump Station No. 2. (a) Legal description: Located on North Clear Creek in the NW1/4 NE1/4 of Section 2, Township 3 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, at a point located approximately 1,400 feet from the East section line and 400 feet from the North section line of said Section 2. The source of water is North Clear Creek. (b) Water rights diverted from the structure: 7.0 c.f.s., conditional, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW058; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120; 7 c.f.s., conditional, by exchange, appropriation date 12/28/2007, adjudication date 12/31/2007, decreed in Case No. 2007CW327. 6. Upper North Clear Creek Pumping Station and Pipeline. (a) Legal description: Located on North Clear Creek in the NE1/4 of the SW1/4 of Section 34, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, at a point approximately 2,500 feet from the West section line and 1,900 feet from the South section line of Section 34. The source of water is North Clear Creek. (b) Water rights diverted from the structure: 7 c.f.s. filling rate for Black Hawk Chase Gulch Reservoir described in paragraph III.A.12, below; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120; 7 c.f.s., conditional, by exchange, appropriation date 12/28/2007, adjudication date 12/31/2007, decreed in Case No. 2007CW327. 7. Black Hawk North Clear Creek Pump Station (Infiltration Gallery No. 1). (a) Legal description: Located on North Clear Creek in the NW1/4 SW1/4 SW1/4 in Section 6, Township 3 South, Range 72 West of the 6th P.M., Gilpin County, Colorado, at a point located approximately 500 feet from the West section line and 1,100 feet from the South section line of said Section 6. The source of water is North Clear Creek. (b) Water rights diverted from the structure: 0.53 c.f.s., absolute, 6.47 c.f.s., conditional, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW058; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged

for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120; 7 c.f.s., conditional, by exchange, appropriation date 12/28/2007, adjudication date 12/31/2007, decreed in Case No. 2007CW327. 8. Black Hawk Chase Gulch Diversion. (a) Legal description: Located on Chase Gulch in the SW1/4 NW1/4 of Section 7, Township 3 South, Range 72 West of the 6th P.M., Gilpin County, Colorado, at a point located approximately 900 feet from the West section line and 2,200 feet from the North section line of said Section 7. The source of water is Chase Gulch, a tributary to North Clear Creek. (b) Water rights diverted from the structure: 3.5 c.f.s., conditional, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW058; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120; 7 c.f.s., conditional, by exchange, appropriation date 12/28/2007, adjudication date 12/31/2007, decreed in Case No. 2007CW327. 9. Wheeler Diversion Point. (a) Legal description: Located on the South Bank of North Clear Creek in the SE1/4 NW1/4 Section 1, T.3 S., R. 73 W. of the 6th P.M., at a point approximately 1,969 ft from the North section line and approximately 2,287 ft from the West section line of said Section 1. The source of water is water diverted from North Clear Creek. (b) Water rights diverted from the structure: Wheeler Diversion Point is sought to be made an alternate point of diversion for the water rights set forth in paragraphs III.A.4., III.A.5., and III.A.6., above, and for the water rights set forth in paragraphs III.A.10., III.A.11., III.A.12., and III.A.13., below by the application pending in Case No. 2010CW309. 10. Pickle Gulch Reservoir. (a) Legal description: Located in the NW1/4 SE1/4 of Section 35, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, with the dam axis intersecting Pickle Gulch at a point approximately 1,500 feet from the East section line and approximately 1,700 feet from the South section line of said Section 35. The source of water is Pickle Gulch and water in the drainage tributary to Pickle Gulch, a tributary to North Clear Creek, and water diverted from North Clear Creek at the Upper North Clear Creek Pump Station No. 2 described in paragraph III.A.5., above, and/or Wheeler Diversion Point (pending Case No. 2010CW309) described in paragraph III.A.9., above. (b) Water rights stored at the structure: 600 a.f., conditional, with right to fill and refill continuously when in priority, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW058; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120; 7 c.f.s., conditional, by exchange, appropriation date 12/28/2007, adjudication date 12/31/2007, decreed in Case No. 2007CW327. 11. Missouri Creek Reservoir. (a) Legal description: Located in the W1/2 of Section 36, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, with the dam axis intersecting Missouri Creek at a point approximately 1,700 feet from the West section line and 2,400 feet from the North section line of said section 36. The source of water is Missouri Creek, and water in the drainage tributary to Missouri Creek, a tributary to North Clear Creek, and water diverted from North Clear Creek at the Upper North Clear Creek Pump Station No. 2 described in paragraph III.A.5., above, and/or Wheeler Diversion Point (pending Case No. 2010CW309), described in paragraph III.A.9., above. (b) Water rights stored at the structure: 460 a.f., conditional, with right to fill and refill continuously when in priority, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW058; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120; 7 c.f.s., conditional, by exchange, appropriation date 12/28/2007, adjudication date 12/31/2007, decreed in Case No. 2007CW327. 12. Black Hawk Chase Gulch Reservoir. (a) Legal description: Located in the S1/2 NW1/4 and the N1/2 SW1/4, Section 2, Township 3 South, Range 73 West of the 6th P.M., Gilpin

County, Colorado, with the dam axis to intersect Chase Gulch at a point approximately 1,600 feet from the West section line and 2,400 feet from the North section line of said Section 2. The source of water is water in Chase Gulch and water in the drainage tributary to Chase Gulch, a tributary to North Clear Creek, a tributary to Clear Creek, and water diverted from North Clear Creek by the Upper North Clear Creek Pumping Station and Pipeline described in paragraph III.A.6., above, and/or Wheeler Diversion Point (pending Case No. 2010CW309) described in paragraph III.A.9., above. (b) Water rights stored at the structure: 600 a.f., conditional, with right to fill and refill continuously when in priority, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW058; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120; 7 c.f.s., conditional, by exchange, appropriation date 12/28/2007, adjudication date 12/31/2007, decreed in Case No. 2007CW327. 13. Quartz Valley Reservoir. (a) Legal description: The legal description for the centerline of the dam where it crosses Chase Gulch is as follows: Located in an unsurveyed area, based on the 1975 USGS Central City 7-1/2 minute quadrangle map, in the NW1/4 NW1/4 Section 12, Township 3 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, with the dam axis to intersect Chase Gulch at a point approximately 4,014 feet from the West section line of Section 7, Township 3 South, Range 72 West, and 259 feet from the South section line of Section 1, Township 3 South, Range 73 West. The source of water is Chase Gulch and water in the drainage tributary to Chase Gulch, and water diverted from North Clear Creek at the Upper North Clear Creek Pump Station No. 2, described in paragraph III.A.5., above, and/or the Upper North Clear Creek Pumping Station and Pipeline described in paragraph III.A.6., above, and/or Wheeler Diversion Point (pending Case No. 2010CW309), described in paragraph III.A.9, above. (b) Water rights stored at the structure: Quartz Valley Reservoir is sought to be made an alternate place of storage for the water rights described in paragraphs III.A.10., III.A.11., and III.A.12., above, by the application pending in Case No. 2010CW309. 14. Black Hawk North Clear Creek Diversion Point No. 1. (a) Legal description: Located on North Clear Creek in the NW quarter of the NW quarter of Section 17, T. 3 S., R. 72 W. of the 6th P.M., at a point approximately 105 feet from the North section line and approximately 1,285 feet from the West section line of said Section 17. The source of water is North Clear Creek. (b) Water rights diverted from the structure: 10 c.f.s., conditional, by direct flow and 10 c.f.s., conditional, by exchange, appropriation date 11/19/2010, adjudication date 12/31/2010, sought in pending application in Case No. 2010CW308.15. Black Hawk North Clear Creek Diversion Point No. 2. (a) Legal description: Located in the NW quarter of the SE quarter of Section 17, T. 3 S., R. 72 W. of the 6th P.M., at a point approximately 1,835 feet from the South section line and approximately 1,481 feet from the East section line of said Section 17. in The source of water is North Clear Creek.(b) Water rights diverted from the structure: 10 c.f.s., conditional, by direct flow and 10 c.f.s., conditional, by exchange, appropriation date 11/19/2010, adjudication date 12/31/2010, sought in pending application in Case No. 2010CW308. 16. Black Hawk - Central City Sanitation District Well. (a) Legal description: The well is located in the NE1/4 of the SW1/4 of Section 26, Township 3 South, Range 72 West of the 6th P.M., at a point which is 2,250 Feet from the South section line and 2,000 Feet from the West section line of said Section 26, Gilpin County, Colorado. The source of water is fractured aquifers tributary to North Clear Creek. (b) Water rights diverted from the structure: 13.2 g.p.m., absolute, appropriation date 3/29/2002, adjudication date 12/31/2005, decreed in Case No. 2005CW279. 17. Hidden Valley Groundwater Diversion Point.(a) Legal description: In the SW1/4 of the SE1/4 of the NE1/4 of Section 32, Township 3 South, Range 72 West of the 6th P.M., at a location 800 feet West of the East boundary of Section 32 and 2,030 feet South of the North boundary of Section 32, Clear Creek County, Colorado. The source of water is groundwater tributary to Clear Creek. (b) Water rights diverted from the structure: 0.890 c.f.s., absolute, 0.610 c.f.s., conditional, appropriation date 8/30/1995, adjudication date: 12/31/1996, decreed in Case No. 96CW463, absolute amounts found in decrees entered in Cases Nos. 2005CW18 and 2011CW185; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by

exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120. 18. Hidden Valley Surface Water Diversion Point. (a) Legal description: Located on North Clear Creek In the SW1/4 of the SE1/4 of the NE1/4 of Section 32, Township 3 South, Range 72 West of the 6th P.M., at a location 1,000 feet West of the East boundary of Section 32 and 2,140 feet South of the North boundary of Section 32, Clear Creek County, Colorado. The source of water is Clear Creek. (b) Water rights diverted from the structure: 0.890 c.f.s., absolute, 0.610 c.f.s., conditional, appropriation date 8/30/1995, adjudication date: 12/31/1996, decreed in Case No. 96CW463, absolute amounts found in decrees entered in Cases Nos. 2005CW18 and 2011CW185; 1.62 c.f.s., absolute and 12.38 c.f.s., conditional, by exchange, when being exchanged for storage or for a combination of storage and direct flow use, and 7 c.f.s., conditional, by exchange, when being exchanged for direct flow use only, appropriation date 5/29/1992, adjudication date: 12/31/1992, decreed in Case No. 92CW059, absolute amount found in decree entered in Case No. 2009CW120. 19. Hidden Valley Diversion Point No. 3 (Infiltration Gallery). (a) Legal description: Hidden Valley Diversion Point No. 3 (Infiltration Gallery) is located under Clear Creek in the SE1/4 of the NE1/4 of Section 32, Township 3 South, Range 72 West of the 6th P.M., at a point 2,313 feet South of the North section line and 1,229 feet West of the East section line of said Section 32. The source of water is surface water in Clear Creek and groundwater under Clear Creek. (b) Water rights diverted from the structure: 0.616 c.f.s. (277 g.p.m.), absolute, and 2.384 c.f.s. (1,070 g.p.m.), appropriation date 5/11/2011, adjudication date 12/31/2012, sought by application filed in December, 2012. Said application also seeks to have Hidden Valley Diversion Point No. 3 (Infiltration Gallery) decreed as an alternate point of diversion for the water rights described in paragraphs III.A.17.and III.A.18., above. 20. Georgetown Lake: (a) Legal description: Georgetown Lake is an on-channel reservoir located in the SE1/4 and portions of the NE1/4 of Section 5, and the NE1/4 of Section 8, Township 4 South, Range 74 West of the 6th P.M. in Clear Creek County, Colorado. The point of diversion is located 800 feet from the East section line and 1,900 feet from the North section line of Section 5, Township 4 South, Range 74 West of the 6th P.M. (b) Water rights stored at the structure: 100 a.f., conditional storage right, and 28 c.f.s., conditional, by appropriative right of substitution and exchange, appropriation dates 12/28/2007, adjudication dates 12/31/2007, decreed in Case No. 2007CW327. This augmentation plan will also replace out-of-priority evaporation required by the decree in Case No. 2007CW327. 21. Green Lake. (a) Legal description: Green Lake is located on the channel of an unnamed tributary to South Clear Creek in Clear Creek County, Colorado, located in the West 1/2 of Section 29 and the East 1/2 of Section 30, Township 4 South, Range 74 West of the 6th P.M. The source of water is local inflows and 50 c.f.s. of water diverted from Leavenworth Creek, a tributary to South Clear Creek, a tributary to Clear Creek via the Green Lake Ditch or Flume a/k/a Leavenworth Pipeline, located on Leavenworth Creek approximately 2,580 feet East of the West section line and approximately 80 feet South of the North section line of Section 30, Township 4 South, Range 74 West, of the 6th P.M. in Clear Creek County. Applicant is co-owner of Green Lake with the Board of County Commissioners of Clear Creek ("Clear Creek County"). Applicant owns 170 acre feet of the capacity and Clear Creek County owns 100 acre feet of the capacity. Applicant's pro rata ownership share of 170/270 shall hereinafter be referred to as "Applicant's pro rata share." (b) Water rights stored at the structure: Applicant's pro rata share of one first fill of 270 acre feet, conditional, with the right to continuous refills when in priority totaling 540 acre-feet for all refills in a given year, for a total amount of water that can be stored in one year of 810 acre feet, appropriation date 1/6/2009, adjudication date 12/31/2009, decreed in Case No. 2009CW277; 50 c.f.s., conditional, by exchange, appropriation date 12/3/2009, adjudication date 12/31/2009, decreed in Case No. 2009CW276. This augmentation plan will also replace Applicant's pro-rata share of out-of-priority evaporation required by the decrees in Cases Nos. 2009CW276 and 2009CW277. B. Water right(s) to be used for augmentation: Decreed consumptive use water, effluent and/or other sources of replacement water approved by the Division Engineer, including, but not limited to, the following: 1. 72.35 inches in the Golden City and Ralston Creek Ditch a/k/a Church Ditch previously changed by Applicant as decreed in Case No. 94CW036. A copy of the decree in Case No. 94CW036 is attached as Exhibit G hereto. 2. Releases from Pickle Gulch Reservoir, described in

paragraph III.A.10., above. No summary of diversions is provided as this reservoir is yet to be constructed. 3. Releases from Missouri Creek Reservoir, described in paragraph III.A.11., above. No summary of diversions is provided as this reservoir is yet to be constructed. 4. Releases from Black Hawk Chase Gulch Reservoir, described in paragraph III.A.12., above. No summary of diversions is provided as this reservoir is yet to be constructed. 5. Releases from Quartz Valley Reservoir, described in paragraph III.A.13., above. No summary of diversions is provided as this reservoir is yet to be constructed. 6. Black Hawk Effluent Diversion (WWTP). Located in the NE1/4 of SW1/4 of Section 26, Township 3 South, Range 72 West of the 6th P.M., Gilpin County, Colorado, at a point 1,550 feet east of the West section line and 2,100 feet north of the South section line of said Section 26. The source of water is effluent discharged at said location including, but not limited to, the water rights decreed in Case No. 93CW055 on August 22, 2003. A summary of effluent discharged is attached as Exhibit H. 7. Water leased from the City of Golden including, but not limited to, water delivered pursuant to the Assignment and Water Delivery Agreement, dated June 7, 2007, for Vidler Tunnel Water as described in said agreement, and water leased from the City of Golden pursuant to said agreement and stored and released from Guanella Reservoir located in N1/2 of SW1/4 and NW1/4 of SE1/4 of Section 29 and NE1/4 of SE1/4 of Section 30, Township 3 South, Range 74 West of the 6th P.M., Clear Creek County, Colorado. Pursuant to said Agreement, Black Hawk is entitled to delivery of 125 a.f. of fully consumable water between June 1 and October 31 each year, off which 25 acre feet is provided pursuant to contract to the Town of Georgetown. 8. Water stored by Applicant in Georgetown Lake, described above in paragraph III.A.20., including, but not limited to, the water rights decreed in Case No. 2007CW327. A summary of amounts stored in Georgetown Lake by Applicant is shown in Table 1 on attached Exhibit I. 9. Water stored by Applicant in Green Lake, described above in paragraph III.A.21., including, but not limited to, the water rights decreed in Cases Nos. 2009CW276 and 2009CW277. Seepage flows from Green Lake accrue to South Clear Creek, a tributary of Clear Creek, in amounts that are measurable or otherwise quantifiable. Applicant will account for and take augmentation credit for seepage of its fully consumable water from Green Lake as releases for augmentation purposes. Applicant retains dominion of the fully consumable seepage water, and is entitled to use this water as augmentation water to meet Applicant’s replacement obligations, and, to the extent seepage exceeds its augmentation requirements, Applicant may recapture said seepage at points downstream on Clear Creek for use in its municipal water system. A summary of amounts stored in Green Lake by Applicant is shown in Table 1 on attached Exhibit I. 10. Reusable return flows from irrigation once said return flows are quantified in separate proceeding. 11. Water rights attributable to 112.9 inches in the Golden City and Ralston Creek Ditch a/k/a Church Ditch for which a change is sought pursuant to paragraph II.A, above. 12. Water rights attributable to 1.15 shares in the Farmers High Line Canal and Reservoir Company for which a change is sought pursuant to paragraph II.B, above. 13. Water rights attributable to 6/40ths share in the Agricultural Ditch and Reservoir Company for which a change is sought pursuant to paragraph II.C, above. 14. Water rights attributable to 4.0 shares in the Manhart Ditch Company for which a change is sought pursuant to paragraph II.D., above. 15. Water rights attributable to 11.25 shares in the Reno-Juchem Ditch for which a change is south pursuant to paragraph II.E., above. 16. Water rights attributable to 4.0 inches in the Church Ditch, 1.0 shares in the Farmers High Line Canal and Reservoir Company, and reusable effluent owned by the County of Gilpin pursuant to the appropriate exchange applied for by Gilpin County in Case No. 2011CW271, Water Division No. 1. 17. Additional sources pursuant to C.R.S. Section 37-92-305(8). C. Complete statement of plan of augmentation: Under this plan for augmentation, the Applicant will divert and/or store water at the structures described in paragraphs III.A.1. through III.A.21., above. To the extent said diversions and/or storage are out of priority, depletions from said diversions and/or storage will be replaced with water from the sources described in paragraph III.B., above. This plan will fully augment all out-of-priority depletions in time, location, quality and amount, as required by law. IV. APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE. By this Application, the City of Black Hawk claims the following conditional appropriative rights of substitution and exchange on Clear Creek, North Clear Creek, South Clear Creek, Leavenworth Creek and their tributaries. A map showing the location of the exchange reaches is attached hereto as Exhibit J. Under the

exchanges, Black Hawk will divert by exchange up to 7 c.f.s. from Clear Creek and its tributaries at each of the points ("exchange-to points") identified in paragraph IV.A., below, for direct use and/or for storage for subsequent use, based upon the introduction of substitute supplies made available under the water rights described in paragraph IV.B., below ("substitute supplies"). The City of Black Hawk will make the substitute supplies available at the points identified in paragraph IV.C., below (the "exchange-from points") by making deliveries, by forgoing diversions and/or storage, and/or by releases from storage. A. Names and locations of structures (exchange-to points) through which or into which water will be diverted and/or stored by exchange and the sources at the exchange-to points are as follows: 1. Mountain Supply Pipeline. Described in paragraph III.A.1., above. 2. North Clear Creek Pumping Station (Black Hawk Pumping Station). Described in paragraph III.A.2., above. 3. Upper North Clear Creek Pump Station No. 1. Described in paragraph III.A.4., above. 4. Upper North Clear Creek Pump Station No. 2. Described in paragraph III.A.5., above. 5. Upper North Clear Creek Pumping Station and Pipeline. Described in paragraph III.A.6., above. 6. Black Hawk North Clear Creek Pump Station (Infiltration Gallery No. 1). Described in paragraph III.A.7., above. 7. Black Hawk Chase Gulch Diversion. Described in paragraph III.A.8., above. 8. Wheeler Diversion Point. Described in paragraph III.A.9., above. 9. Pickle Gulch Reservoir and also at its filling structures on North Clear Creek. Described in paragraph III.A.10., above. 10. Missouri Creek Reservoir and also at its filling structures on North Clear Creek. Described in paragraph III.A.11., above. 11. Black Hawk Chase Gulch Reservoir and also at its filling structures on North Clear Creek. Described in paragraph III.A.12., above. 12. Quartz Valley Reservoir and also at its filling structures on North Clear Creek. Described in paragraph III.A.13., above. 13. Black Hawk North Clear Creek Diversion Point No. 1. Described in paragraph III.A.14., above. 14. Black Hawk North Clear Creek Diversion Point No. 2. Described in paragraph III.A.15., above. 15. City of Black Hawk Effluent Diversion. Described in paragraph III.B.6., above. 16. Hidden Valley Groundwater Diversion Point. Described in paragraph III.A.17., above. 17. Hidden Valley Surface Water Diversion Point. Described in paragraph III.A.18., above. 18. Hidden Valley Diversion Point No. 3 (Infiltration Gallery). Described in paragraph III.A.19., above. 19. Georgetown Lake. Described in paragraph III.A.20., above. 20. Green Lake and also at its filling structures on Leavenworth Creek. Described in paragraph III.A.21., above.in B. Source of Substitute Supply: 1. Water attributable to Applicant’s 1.15 shares in the Farmers’ High Line Canal and Reservoir Company, as changed herein and described in paragraph II.B., above. 2. Water attributable to Applicant’s 112.9 inches in the Church Ditch, as changed herein and described in paragraph II.A., above, to the extent such water is not exchanged pursuant to paragraphs 14, 15.g. and 28.b. of the decree in Case No. 92CW059. C. Points at which the City of Black Hawk shall make substitute supplies available (exchange-from points) to allow diversion by exchange at the exchange-to points: 1. Farmers High Line Canal Clear Creek headgate. Described in paragraph II.B.2., above. 2. Coors’ FHL augmentation station. Water will be returned to Clear Creek through an augmentation station located at a point on the North bank of Clear Creek in the NW1/4 SW1/4 NE1/4 SW1/4 of Section 27, T. 3 S., R. 70 W., of the 6th P.M., Jefferson County, Colorado. 3. Confluence of Lena Gulch and Clear Creek. Located in the NW/4 of the SW/4 of Section 22, Township 3 South, Range 69 West of the 6th P.M. in Jefferson County, Colorado, approximately 384 feet East of the West Section line and 575 feet South of the North Section Line. 4. Outfall of Black Hawk – Central City Sanitation District Wastewater Treatment Plant. Described in paragraph III.B.6, above. 5. Confluence of Clear Creek and North Clear Creek: Located in the NE1/4 SW1/4 of Section 36, Township 3 South, Range 72 West of the 6th P.M., Clear Creek and/or Gilpin Counties, Colorado. D. Date of appropriation: December 12, 2012. E. How appropriation was initiated: By authorization to file the application by a Resolution of the Board of Aldermen of the City of Black Hawk at public meeting. F. Date water applied to beneficial use: Not applicable. The rights of substitution and exchange claimed in this Application are conditional water rights. G. Amount claimed: 7.0 c.f.s., conditional, for each exchange-to point. Applicant proposes that, at times, this exchange will be operated in conjunction with the exchanges decreed in Cases Nos. 92CW059, 2007CW327, 2009CW276, and 2010CW308. H. Use or proposed use: The water diverted under the exchanges described in this paragraph IV., will be used for all municipal purposes, including domestic, irrigation, industrial,

commercial, fire protection, stockwatering, recreation, piscatorial, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation, replacement, and adjustment and regulation of Black Hawk's water supply system by exchange within Black Hawk's system and with other water users, and including, without limitation, storage for subsequent use for the aforesaid purposes. The City of Black Hawk asks the Court to decree that it has the right to use, reuse, successively use and dispose of, by exchange or otherwise to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. The City of Black Hawk further requests the Court decree that: Black Hawk shall at all times be entitled to fully consume the same amount of water diverted by exchange as the amount of decreed fully-consumable water being simultaneously delivered to or made available at the exchange-from points under the subject water rights; Black Hawk shall be entitled to divert by exchange, based upon the delivery at the exchange-from points of water for which Black Hawk has the right to only a single use, provided that Black Hawk shall only be entitled to a single use of water diverted at the exchange-to points based upon delivery of single use water at the exchange-from points; and to the extent that Black Hawk has the decreed right to fully consume water diverted under the exchanges, Black Hawk shall be entitled to fully consume such water by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition. Use of the water diverted by exchange at the exchange-to points shall be subject to all restrictions on the substitute supplies delivered at the exchange-from points under the subject exchanges. I. Place of Use: The place of use for the conditional appropriate rights of substitution and exchange decreed herein shall be any place served in the present or in the future by the City of Black Hawk’s treated water and raw water service systems. V. NAMES AND ADDRESSES OF OWNERS OR REPUTED OWNERS OF THE LAND UPON WHICH ANY NEW DIVERSION STRUCTURE WILL BE CONSTRUCTED: Except as set forth in Exhibit K, hereto, any new structures described above will be constructed upon land owned by Applicant. WHEREFORE, Applicant requests that the Court enter a decree approving the plan for augmentation, changes of water rights, and conditional appropriative rights of substitution and exchange requested herein, and granting such other relief as it deems proper. Additional Information. Number of pages in Amended Application: 89 pages, including 62 pages of Exhibits. 09CW151 McAtee Construction Company, 220 Edwards Avenue, Sterling Colorado 80751. (970)522-3647 C/O Kim R. Lawrence, 5245 Ronald Reagan Blvd., Johnstown, CO, 80534, (970)622-8181. Amendment to Application for Plan for Augmentation, Change of Water Right and Exchange in MORGAN COUNTY. 2. This Amendment replaces in all respects the Application for Plan for Augmentation, Change of Water Right and Exchange filed October 26, 2009. Applicant withdraws the claim for Change of Water Right to change 46 shares of the Pioneer Water and Irrigation Inc., decreed in Case No. 81CW407 and the claim for the McAtee Green Bros. No. 2 Exchange, without prejudice. PLAN FOR AUGMENTATION 3. Structures to be Augmented. 3.1. Name of Structure. Green Bros. No. 1 Gravel Pit, (Pit 1). 3.1.1. Legal Description. In the NE1/4 SW1/4 of Section 33, Township 4 North, Range 57 West of the 6th P.M., Morgan County, Colorado. 3.1.2. Surface Area. 7.72 acres. 3.1.3. A portion of Pit 1 was mined prior to January 1, 1981. Applicant has evidence showing there were 6.43 acres of exposed groundwater prior to January 1, 1981 and applicant claims it is not required to replace depletions caused evaporation from the 6.43 acres exposed water surface pursuant to §37-90-137(11)(b), C.R.S. Applicant proposes to replace out of priority depletions from 1.29 acres of exposed groundwater surface area when the call is senior to the date of this amendment. 3.2. Name of Structure. Green Bros. No. 2 Gravel Pit, (Pit 2). 3.2.1. Legal Description. In the W1/2 SE1/4 of Section 33, Township 4 North, Range 57 West of the 6th P.M., Morgan County, Colorado. 3.2.2. Surface Area. 37 acres (Currently 2.2 acres). 3.2.3. Prior Decree. A Decree was entered in Case No. 00CW185 on June 2, 2006 by the Water Court, Water Division No. 1 (Decree) adjudicating a plan for augmentation for Pit No. 1 for an exposed groundwater surface area not to exceed 5.1 acres and depletion not to exceed 6.7 acre feet per year. 3.2.4. Applicant proposes to replace out of priority depletions from 2.2 acres of exposed groundwater surface area and up to 5.1 acres in accordance with the Decree and any exposed

groundwater surface area in excess of 5.1 acres as a result of applicant’s mining operations in accordance with the terms proposed in this application up to a maximum of 37 acres, when the call is senior to October 12, 2000. 4. Evaporative Depletion. Evaporative losses are calculated based on average annual evaporation, elevation of site, surface area, and defined monthly percent evaporation numbers. The following monthly distribution percentages of evaporative losses in Table 1, as defined in the General Guidelines for Substitute Water Supply Plans for Sand and Gravel Pits, were applied to both Pit 1 and Pit 2 as both are located at an elevation below 6,500 feet. The Fort Morgan Weather Station 3038 was used to determine the average monthly precipitation for both pits, 70% of which was taken as effective precipitation. Using the average annual evaporation from NOAA Technical Report NWS 33, the pan evaporation for both pits was estimated at 49 inches annually. The elevation for both pits is approximately 4,250 feet. Evaporative losses for Pit 1 total about 4.26 acre-feet of losses annually while losses for Pit 2 total about 7.27 acre-feet annually. Monthly values for gross evaporation based on NOAA annual evaporation, precipitation at the Fort Morgan Weather Station, effective precipitation, and resulting evaporative losses for Pit 1 and Pit 2 are shown in Table 2.

Table 1 - Monthly Evaporation Distribution for Elevations below 6,500 Feet Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

3.0% 3.5% 5.5% 9.0% 12.0% 14.5% 15.0% 13.5% 10.0% 7.0% 4.0% 1.5%

Table 2 – Precipitation and Evaporation for Pit #1 and Pit #2 Net Monthly Evaporation

Calculations

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total

Gross Evaporation

(inches) 1.47 1.72 2.70 4.41 5.88 7.11 7.35 6.62 4.90 3.43 1.96 1.47 49.00

Precipitation from Fort Morgan Station (inches)

0.25 0.25 0.74 1.49 2.36 1.93 2.07 1.55 1.19 0.83 0.41 0.30 13.37

Effective Precipitation

(inches) 0.18 0.18 0.52 1.04 1.65 1.35 1.45 1.09 0.83 0.58 0.29 0.21 9.36

Evaporation at Pit #1 (af) 0.14 0.17 0.23 0.36 0.45 0.63 0.63 0.59 0.44 0.31 0.18 0.14 4.26

Evaporation at Pit #2 (af) 0.24 0.28 0.40 0.62 0.78 1.05 1.08 1.01 0.75 0.52 0.31 0.23 7.27

Net Evaporation

(af) 0.38 0.45 0.63 0.98 1.23 1.68 1.71 1.60 1.19 0.83 0.49 0.37 11.53

Total depletions from both Pit #1 and Pit #2 as defined above are approximately 3.49 acres of exposed surface water, or 11.53 acre-feet of evaporative losses annually. As additional surface area is exposed through the future development and operation of the gravel pits, this depletion amount is expected to increase. The projected net depletion for Pit #2 at build out with 37 total acres exposed is about 43.0 acre-feet. 5. Mining Depletions. The decree in Case No. 00CW185 shows that a total of 5.1 acres of exposed ground water will be supported under the existing augmentation supplies for Pit 2. Losses due to mining activity include water lost due to the physical removal of the material and dust suppression and are defined as 4% of the weight of the mined material. The replacement supplies covering depletions include water loss from material removal from excavation up to the point of 5.1 acres exposed. Therefore, the current supply is sufficient for the replacement of losses for both pits as long as the total acreage of exposed ground water does not exceed 5.1 acres. This includes losses due to material removal. The most material removed in a given year from Pit 2 since April of 2009 based on annual accounting submittals was 80,000 tons, resulting in an annual loss from gravel removal of 2.35 acre-feet. This occurred from May through October of 2009. Since that time, no material has been removed at the site. Future mining is anticipated to be around 60,000 tons every other year, resulting in a total annual depletion of 1.77 acre-feet. Table 3 below shows a potential monthly distribution of water loss due to material removal for a year in which 60,000 tons of material is removed based on a representative annual mining pattern.

Table 3 – Example Monthly Distribution of Material Removal and Associated Water Loss

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total Material Removed (tons) 900 4,800 7,200 10,800 13,800 8,400 8,700 4,200 1,200 60,000Water Loss from Material Removal (acre-feet) 0.00 0.00 0.03 0.14 0.21 0.32 0.41 0.25 0.26 0.12 0.04 0.00 1.77

6. Vegetative Credit. In the previous engineering for Case No. 00CW185, the monthly consumptive use credits for the removal of historical consumptive use of native vegetation were defined for Pit 2. The Blaney-Criddle model using TR-21 crop coefficients was selected for determining consumptive use as this is the historically accepted standard for the determination of historical consumptive use credits for gravel mine operations for the removal of native vegetation. Native historical vegetation in the area of Pit 2 and Pit 1 is consistent with typical wet alluvial land, including rushes, sedges, salt grasses, and cottonwood among others. In Table 4 below, the calculated monthly consumptive use in inches is presented from the previous engineering. This will be applied to both pits and the vegetative credit will be calculated using the below consumptive use values and the total acres of vegetation removed and will count as credit toward replacing the depletions. This equates to about 2.19 acre-feet per acre of vegetation removed.

Table 4 – Modified Blaney-Criddle Consumptive Use in Inches

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total

0.00 0.00 2.07 2.89 3.95 4.68 5.17 4.65 3.54 2.67 0.00 0.00 29.61

7. Timing and Location of Depletions. Glover parameters for Pit 1 and Pit 2 were developed using the Alluvial Water Accounting System (AWAS). This model was developed by the IDS Group at Colorado State University for alluvial aquifer conditions. Glover parameters, as shown below, were applied to the AWAS model and run to determine the lagged unit response factors (URFs). URFs are applied to the total depletion in any given month and show the depletions realized at the stream in subsequent months due to this initial depletion. URFs for Pit 1 and Pit 2 show that depletions will be almost entirely realized by the stream by the 25th month after the initial evaporative depletion for both pits. The URF patterns for the pits are very similar to the pattern using the Pit 2 decreed values, so for ease of accounting, both pits will use the Pit 2 decreed Glover URF pattern to determine the depletion pattern. The decreed pattern has a slightly slower timing than the calculated Glover factors for the two pits, but is sufficiently representative of the lag pattern. Glover parameters and distances are shown in Table 5. URF’s for both pits will be provided in the engineering report supporting the application.

Table 5 - Glover Parameters

Gravel Pit Distance from Stream to No-

Flow Boundary (feet)

Distance to South Platte River from

Pit (feet)

Specific Yield Transmissivity(GPD/ft)

Green Bros. Pit #1

20,729 800 0.2 232,700

Green Bros. Pit #2

20,064 1,066 0.2 279,200

Pit #2 Decreed 25,541 1,280 0.2 277,000

8.Water Rights to be used for Augmentation. 8.1. One Jackson Lake Share and an Agreement dated 7/12/2004 with the Fort Morgan Reservoir and Irrigation Company for recharge credits were decreed as augmentation sources in the Decree. Applicant will continue to use those decreed sources for augmentation. 8.2. Applicant will secure, by purchase or lease, water rights which will be sufficient in time, location and amount to replace all depletions caused by the mining operations at Pit 1 and Pit 2. If Applicant acquires any fully consumable water rights or water rights decreed for augmentation Applicant proposes to file a notice in this case to add such replacement water to the plan. If Applicant acquires water rights that are not decreed for augmentation Applicant will file an application for change of water right in the Water Court to add the water rights to the plan for augmentation. If additional replacement supplies are added to the plan, applicant will be entitled to increase surface acreage of the Pits corresponding to the amount of additional available augmentation water to replace additional depletions. 9. Operation and Accounting. Augmentation of the Pits will be done on a monthly basis based on gravel mining operations. Accounting will be reported by month and submitted to the Division Engineer’s Office annually with the annual projections, unless requested more frequently by the Division Engineer. Each month, the amount of mined material will be reported to calculate both the water lost through material removal as well as the amount of consumptive use credit due to removal of vegetation. These values will be included in the accounting and the augmentation requirement will be determined and applied. Depletions will be calculated, lagged, and reported for all continuing depletions. Material will be removed only if a source of replacement is sufficient to cover all depletions. The operation of the Pits will be phased in as mining activities occur and depletions will not exceed available augmentation supplies. Combined exposed

surface area from Pit 1 and Pit 2 will not exceed a total of 5.1 acres with only the current supplies, as described herein.

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 MARCH 2013 (forms available on www.courts.state.co.us or in the Clerk’s office), and must be filed as an Original and include $130.00 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.