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� <br />� <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF KERN RESERVOIR AND DITCH COMPANY <br />The Board of Direct�rs of the Kern Reservoir and Ditct� C�,pmpany (Company), a meeting <br />held , 2003, at �' � U1'�Il� Colorado, adopted the following <br />resolutions ceming a secured loan from the tate of Colorado Water Conservation Board <br />(CWCB), for the rehabilitation of Kern Reservoir, in the amount of $3,620,000 or such actual <br />amount, more or less, as may be needed by the Company and available from the CWCB. <br />At said meeting, the Board charged that these resolutions are irrepealable during the term of <br />the loan and, pursuant to the Company's bylaws, authorized the President and Corporate <br />Secretary, RESOLVED as follows. <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation <br />Board for a loan in the amount of $3,620,000, or such actual amount, more or less, as <br />needed to finance the project costs and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the <br />annual amounts due under the Loan Contract, and to pledge assessment revenues and the <br />Company's right to receive said revenues for repayment of the loan, and <br />3. to place said pledged revenues in a special account separate and apart from other <br />ConnPaNY revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits <br />to a debt service reserve fund, and <br />5. to execute a deed of trust to convey a security interest to the CWCB in the Company's Kern <br />Reservoir, and <br />6. to execute all documents as required by the loan contract, including, but not limited to, a <br />Security Agreement and a Promissory Note, and <br />7. to take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br />COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br />COMPANY�S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE __� DAY OF 2003. <br />(SEAL) <br />B / �/� 1� .��� <br />W. Wa ne Miller, President <br />A T: <br />. <br />B �� <br />Julie Chester, Corporate Secretary <br />Appendix 3b to Loan Contract C150118 <br />