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RESOLUTION 2017-04 OF THE BOARD OF DIRECTORS OF <br /> GRAND VALLEY WATER USERS'ASSOCIATION <br /> The Board of Directors of Grand Valley Water Users'Association, ("Company"), at a meeting held on/Z1 iy T2017,at the Company <br /> offices in Grand Junction,Colorado,adopted the following resolutions concerning a secured loan from the Stafe of Colorado Water <br /> Conservation Board("CWCB"),for the Grand Valley Power Plant Rehabilitation("PROJECT").The goal of this PROJECT is to bring the <br /> Grand Valley Power Plant("GVPP")up to a sustainable operating condition and meet current electric and safety standards.The total loan <br /> amount,not to exceed$1,717,000.00,includes the CWCB Loan Origination Fee of 1%of the Base Loan Amount.The LOAN CONTRACT <br /> NUMBER is CT2017-2875. <br /> At said meeting,the Board charged that these resolutions are irrepealable during the term of the loan and,pursuant to the Company's bylaws, <br /> authorized the President and Corporate Secretary,RESOLVED as follows. <br /> 1.to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in an amount not to exceed <br /> $1,717,000.00,as needed to finance the PROJECT costs,including without limitation funding the Company's portion of the PROJECT <br /> payables as they become due and funding the Company's permanent financing for its portion of the PROJECT,including the CWCB LOAN <br /> ORIGINATION FEE of 1 %,and <br /> 2.to authorize the Company's General Manager to execute and submit all documents necessary to have the loan funds disbursed to the <br /> Company as necessary to fund PROJECT payables,and <br /> 3.to require the Company's General Manager to apprise the Board if the level of disbursed funds under the loan ever exceeds$750,000.00 <br /> and to provide the Board with an explanation for why funds in excess of$750,000.00 are necessary,the estimated duration for the need of <br /> credit in excess of$750.000.00 and the plan to pay down the loan amount to$750,000.00 or less,and <br /> 4.to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amount for repayment of the loan <br /> should the Company's power revenue generated by the Grand Valley Power Plant be insufficient to pay the annual payment due under the <br /> Loan Contract,and <br /> 5.to place said pledged revenues in a special account separate and apart from other COMPANY revenues,and <br /> 6.to make the annual payments required by the PROMISSORY NOTE and to make annual deposits to a debt service reserve fund,and <br /> 7.to pledge as COLLATERAL,for the LOAN,the Company's power revenue generated by the Grand Valley Power Plant and assessment <br /> revenues if necessary backed by an assessment covenant and evidenced by an annual financial reporting,and <br /> 8.to execute all documents as required by the LOAN CONTRACT,including,but not limited to,a PROMISSORY NOTE and SECURITY <br /> AGREEMENT,necessary to convey a security interest in said to the CWCB,and <br /> 9.to take such other actions and to execute such other documents as may be necessary to consummate and implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED,THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE FOREGOING ARE <br /> TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S BOARD OF <br /> DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED,PURSUANT TO THE COMPANY'S BYLAWS,AND THAT SAID <br /> RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THIS DAY OF MAY 4'h,2017. <br /> BY: . <br /> Signature <br /> . e: Joe Bernal <br /> '"ttle: President Date: 2/167_,.. y� ,l5 <br /> (S E A L) ATTEST BY: 411)-g-11. <br /> Signature <br /> Name: D.Kim Albertson �j� I�/ <br /> Title: Secretary Date: <br /> Appendix 4 <br />