C150154 Contract 2

• Contract/PO #: C150154
• Contractor Name: Pine River - Bayfield Ditch Company
• Contract Type: Loan
• Water District: 31
• County: La Plata
• Loan Projects - Doc Type: Contract Documents

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF THE PINE RIVER-BAYFIELD DITCH COMPANY

The Board of Directors of The Pine River-Bayfield Ditch Company (Company), a meeting held
June 12, 2003, at ~hdc\ , Colorado, adopted the following resolutions
concerning a secured loan-r'rom the State of Colorado Water Conservation Board (CWCB), for
the purpose of replacement of the Beaver Creek siphon, in the amount of $200,000 or such
actual amount, more or less, as may be needed by the Company and available from the
CWCB, in addition to the CWCB's loan service fee in the amount of 1 % of the loan amount.
At said meeting, the Board charged that these resolutions are irrepealable during the term of
the loan and, pursuant to the Company's bylaws, authorized the President and Corporate
Secretary, RESOLVED as follows.
1. to enter into and comply with the terms of a contract with the Colorado Water Conservation
Board for a loan in the amount of $200,000, or such actual amount, more or less, as
needed to finance the project costs, plus the CWCB's loan service fee of 1 % of the loan
amount and
2. to levy and collect assessments from the shareholders in an amount sufficient to pay the
annual amounts due under the Loan Contract, and to pledge assessment revenues and the
Company's right to receive said revenues for repayment of the loan, and
3. to place said pledged revenues in a special account separate and apart from other
COMPANY revenues, and
4. to make the annual payments required by the promissory note and to make annual deposits
to a debt service reserve fund, and .
5. to pledge as collateral the Company's Beaver Creek siphon and to execute a deed of trust
to convey a security interest to the CWCB in said property, and
6. to execute all documents as required by the loan contract, including, but not limited to, a
Security Agreement and a Promissory Note, and
7. to take such other actions and to execute such other documents as may be necessary to
consummate and implement the loan.
CERTIFICATION
THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE
FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE
COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE
COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
GIVEN UNDER OUR HANDS A~m THE SEAL OF THE COMPANY THE '"" AY OF Oclo'.:xx- 2003.

By

(SEAL)

:~~ST:f2I J~

. . , Corporate Secretary

Appendix 3b to Loan Contract C150154