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NORTHERN WATER HYDROPOWER WATER ACTIVITY ENTERPRISE <br /> BOARD OF DIRECTORS <br /> RESOLUTION <br /> D-1246-12-14 <br /> REGARDING CWCB LOAN TO FUND COSTS <br /> OF GRANBY DAM HYDRO FACILITY PROJECT <br /> WHEREAS, the staff and counsel of the Northern Water Hydropower Water <br /> Activity Enterprise (the `Enterprise"), a government-owned business within the meaning of <br /> Article X, Section 20(2)(d), of the Colorado Constitution, organized pursuant to Colorado <br /> Revised Statutes Sections 37-45.1-101 et seq., and owned by the Northern Colorado Water <br /> Conservancy District (the "District"), have made a presentation regarding the status of and <br /> planning for the proposed Granby Dam Hydropower Project (the "Project") including the <br /> proposed loan being made by the Colorado Water Conservation Board ("CWCB") to fund the <br /> estimated costs of the Project; <br /> WHEREAS,the Board hereby finds, determines and adjudicates, as follows: <br /> 1. Staff and counsel of the Enterprise have presented to the Board estimates of(a) <br /> the annual operation and maintenance expenses of operating the Project, and (b) the annual <br /> revenues to be produced by such Project under the terms of the Power Purchase Agreement <br /> between Mountain Parks Electric Inc. ("MPEI") and the Northern Water Hydropower Water <br /> Activity Enterprise (copies of such estimates are included in the attached Exhibit A, February <br /> 27, 2014, Granby Financial Analysis and Proposed Schedule, Memorandum from C. Brouwer to <br /> Northern Water Board of Directors; and Exhibit B, Granby Hydro Project Loan Feasibility <br /> Study Submitted to the CWCB,April 1, 2014); and <br /> 2. Staff and counsel of the Enterprise have discussed fully with the Board the basis <br /> for and assumptions underlying such estimates; and <br /> 3. Such estimates are reasonable and demonstrate that such annual revenues exceed <br /> the sum of the annual operation and maintenance expenses in each calendar year and the annual <br /> principal of and interest on the loan for the Project to be made by the CWCB to the Enterprise; <br /> 4. Staff and counsel have discussed fully the nearly 60 years of operation of the C- <br /> BT System, the location of Lake Granby within the C-BT System, the utilization of existing <br /> outlet flows from Granby Dam to the Colorado River, including minimum flow requirements, <br /> and the technical and economic feasibility of the Project; <br /> 5. The District and Enterprise's bond counsel has also prepared a letter to the <br /> CWCB, in a form required by the proposed Loan Contract with CWCB, providing bond <br /> counsel's opinion that: <br /> APPENDIX 3 <br />