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<br />-. <br /> <br />,. <br /> <br />RESOLUTION <br /> <br />WHEREAS, the Grand Valley Users Association (hereinafter <br />"Association") is indebted to the United States of America under <br />two Rehabilitation and Betterment Contracts each of which provides <br />for annual payments; and <br />WHEREAS, the Department of the Interior, acting in behalf <br />of the United States is offering to substantially discount the <br />total amount payable to the United States in exchange for a lump <br />sum payment; and <br />WHEREAS, the Colorado Water Conservation Board has money <br />available to loan to the Association to permit payment of the <br />discounted lump sum; and <br />WHEREAS, the Association would substantially benefit by discharging <br />the payments to be made to the United States by payment of the <br />lump sum discount. <br />NOW THEREFORE, BE IT RESOLVED: That the Association, acting <br />by and through its Board of Directors, is hereby authorized to <br />borrow funds and to use any other funds which may be available <br />to make a payment to the United States of the lump sum discount <br />thereby discharging the payments owing to the United States under <br />the Rehabilitation and Betterment Contracts; and <br />BE IT FURTHER RESOLVED: That the Board of Directors negotiate <br />and determine the terms and conditions of any such loan and that <br />the officers of this corporation are hereby authorized to execute <br />any documentation necessary or desirable and satisfactory to the <br />Board of Directors to evidence or secure the repayment of any <br />such loan; and <br />BE IT FURTHER RESOLVED: That the officers of the Association <br />are authorized and directed to execute the Letter of Intent indicating <br />to the United States the intent of the Association to accept the <br />prepayment discounted offer. <br /> <br />CERTIFICATE <br /> <br />I, Victor J. Thompson, Secretary of the Grand Valley Water <br /> <br /> <br />Users Association ("Association") do hereby certify that the foregoing <br /> <br /> <br />is a full, true and correct copy of a Resolution that was ratified <br /> <br />EXHIBIT A <br />Page 2 of 4 pages <br />