C150186 Contract

• Contract/PO #: C150186
• Contractor Name: Lower Bauer West Lateral, Inc.
• Contract Type: Loan
• Water District: 34
• County: Montezuma
• Loan Projects - Doc Type: Contract Documents

RESOLUTIONS OF THE MEMBERS

OF THE LOWER BAUER WEST LATERAL, INC

The Members of the Lower Bauer West Lateral, 'nc (Company), at a Members' meeting
held 11<.> 21 , 2004, at M#'i.c-"~ , Colorado, adopted the following resolutions
concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for the
purpose of installing two pipelines to increase ditch efficiency and reduce salinity impacts on the
downstream rivers including the Colorado River, in the amount of $196,950 or such actual amount,
more or less, as may be needed by the Company and available from the CWCB including the
CWCB loan origination fee of 1% of the loan amount.

At said meeting, the Members charged that these resolutions are irrepealable during the
term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and
officers, 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 $196,950, or such actual amount, more or less, as needed to
finance the project costs, including the CWCB loan origination fee of 1 %, and

2. to levy and collect assessments from the Members 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 the Company's interest in the Project, including approximately 15,550 feet of pipeline
and associated access easements, as collateral for the loan and execute all documents,
including a security agreement and deed of trust, necessary to convey a security interest in said
property to the CWCB, 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, RESPECTIVELY, THE PRESIDENT, TREASURER AND SECRETARY OF THE COMPANY,
HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY
ADOPTED AT A MEETING OF THE COMPANY'S MEMBERS 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 AND THE SEAL OF THE COMPANY THE 2 i 4;A Y OF fY ~'t:.- 2004.

(SEAL)

By

~

By

ATTEST:

Appendix 3a to Loan Contract C150186