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Resolution No. 2613- Z A RESOLUTION OF THE TRI- COUNTY WATER CONSERVANCY DISTRICT, ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE, APPROVING A MODIFICATION TO A LOAN FROM THE COLORADO WATER CONSERVATION BOARD; AUTHORIZING THE FORM AND EXECUTION OF THE LOAN CONTRACT AMENDMENT AND THE APPENDICES THERETO; PLEDGING CERTAIN FUNDS OF THE DISTRICT AS SECURITY FOR THE REPAYMENT OF AMOUNTS SPECIFIED IN THE LOAN CONTRACT AMENDMENT; AND PRESCRIBING OTHER DETAILS IN CONNECTION THEREWITH. WHEREAS, the Tri- County Water Conservancy District (the "District ") has heretofore been duly organized pursuant to the provisions of Title 37, Article 45, Colorado Revised Statutes, as amended (the "Water Conservancy Act ") (unless otherwise indicated, capitalized terms used in this preamble shall have the meanings set forth in Section 1 of this Resolution); and WHEREAS, the District is the owner and operator of a water system which supplies water for municipal, domestic, commercial and other beneficial uses (the "System "); and WHEREAS, the District has, and continues to, maintain the System as a "water activity enterprise" for the purpose of pursuing or continuing water activities or facility activities, including the construction, operation, repair and replacement of water facilities, within the meaning of the Water Activity Enterprise Act; and WHEREAS, in calendar year 2012 the System was, and in calendar year 2013 the System continues to be operated as, a government owned business authorized to issue its own revenue bonds and receiving under 10% of annual revenue in grants from all State and local governments combined, and the Board of Directors (the "Board ") of the District hereby determines and reaffirms that the System is an enterprise within the meaning of Article X, Section 20 of the Colorado Constitution; and WHEREAS, the District has previously entered into Loan Contract No. C150324 (including the Security Agreement, form of Promissory Note and Project Summary appended thereto, the "Original Loan Contract ") with the State of Colorado for the use and benefit of the Department of Natural Resources, Colorado Water Conservation Board (the "CWCB ") for the purposes of providing funds to finance a portion of the costs of constructing the Tri - County Water Hydropower Project (the "Project "); and WHEREAS, the District subsequently entered into Loan Contract Amendment No. 1 C150324 (including the Amendment No. 1 Security Agreement and Assignment of Investment Fund and Interest appended thereto, the "First Loan Contract Amendment" and together with the Original Loan Contract, the "Previously Amended Loan Contract ") modifying certain loan disbursement requirements of the Original Loan Contract to allow for the immediate disbursement of up to $5,000,000 of loan proceeds in exchange for the pledge of up to $5,000,000 of the District's investment portfolio (reference # 89154005) (the "Investment Fund ") held subject to an Investment Management Agreement dated as of February 16, 2011 (the 4818 -5195- 9572.1