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;:::-:- '.J RESOLUTION (CWCB - $7,000,000 Contract) The Board of Directors ("Board") of the Ute Water Conservancy District ("District"), and of the Ute Water Activity Enterprise ("Enterprise"), at a regular meeting held on April 12, 2000, adopts the following Resolution: RECITALS A. The District is a water conservancy district in the State of Colorado. It has established and it owns the Enterprise, which is a water activity enterprise as defined by 937-45.1- I 02(4), C.R.S., and which is an enterprise for purposes of Article X, Section 20 of the Colorado Constitution. B. The District is the owner of a pipeline which runs from its sources of water supply in the Plateau Creek Basin to its water treatment plant near Palisade ("the Plateau Creek Pipeline"). The Plateau Creek Pipeline is used to transport raw water from the sources of supply to the District's water treatment plant for treatment and subsequent distribution to the District's customers. The District has owned and operated the Plateau Creek Pipeline for many years. C. The population within the District is expanding and the demand for water to serve the public is increasing. In order to provide an adequate supply of water to meet the demands ofthe customers of the District and the Enterprise, and to improve the reliability of the water system of the District and the Enterprise, the District and Enterprise have determined that it is necessary to upgrade and replace the Plateau Creek Pipeline. Without such upgrading and replacement, the Plateau Creek Pipeline will soon be inadequate to serve the needs of the public. Therefore, the District and the Enterprise have determined that it is necessary to upgrade and replace the Plateau Creek Pipeline in order to fulfill the needs of the District and Enterprise and their customers. D. Thus, the Board hereby determines that the interest of the District and the Enterprise, and the public interest and necessity, demand that the Plateau Creek Pipeline be upgraded and replaced and that provision be made for paying the cost of such replacement and upgrading. E. The Enterprise desires to obtain a loan from the State of Colorado for the use and benefit of the Department of Natural Resources, Colorado Water Conservation Board ("CWCB") for the purpose of designing and constructing the upgrading and replacement of the Plateau Creek Pipeline (the "Project"). F. CWCB has been authorized by the Colorado General Assembly to loan up to the amount of$7,000,000 to the District, acting by and through the Enterprise, from the Severance Tax Trust Fund Perpetual Base Account for the Project. G. The District and the Enterprise desire to provide CWCB adequate security for the repayment of the funds borrowed by the Enterprise from CWCB. Appendix A to Loan Contract C150026