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RESOLUTION NO. 2015-008 RESOLUTION OF THE CASTLE PINES NORTH METROPOLITAN DISTRICT ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE CONCERNING AUTHORIZING MULTIPLE LOANS FROM THE COLORADO WATER CONSERVATION BOARD FOR THE PURPOSE OF FINANCING THE CHATFIELD REALLOCATION PROJECT; AUTHORIZING THE EXECUTION OF PROMISSORY NOTES TO EVIDENCE SUCH LOANS AND SECURITY AGREEMENTS RELATING THERETO; PROVIDING FOR THE PAYMENT OF SUCH NOTES FROM THE PLEDGED REVENUES; MAKING CERTAIN COVENANTS IN CONNECTION WITH THE LOANS; ESTABLISHING CERTAIN CONTINGENCIES IN CONNECTION THEREWITH; AND AUTHORIZING THE ESCROW AGREEMENT. WHEREAS, the Castle Pines North Metropolitan District acting by and through its Water Activity Enterprise (the "District") is a quasi-municipal corporation and a political subdivision of the State of Colorado created pursuant to the Special District Act, established in 1984 by order and decree by the District Court in and for Douglas County, Colorado, and was organized for the purposes of providing certain water, sewer, street, park and open space, and safety improvements for the Castle Pines North development; and WHEREAS, the District's Water Activity Enterprise was formally organized on April 16, 2012 by approval of the District's Board of Directors (as defined herein) of Resolution No. 2012- 005 (the "Water Enterprise Resolution"), and is operated as a Water Activity Enterprise in accordance with Article 45.1, Title 37, C.R.S., and Article X, Section 20 of the Colorado Constitution; and WHEREAS, the District is a participant in the Chatfield Reallocation Project (as defined herein) and a member of the proposed Chatfield Reservoir Mitigation Company (the "Company"); and WHEREAS, the District is entering into an escrow agreement (the "Escrow Agreement") by and among the District, acting as a Depositor (as defined in the Escrow Agreement), the Company and U.S. Bank National Association, as escrow agent; and WHEREAS, the District, acting by and through its Water Activity Enterprise is authorized pursuant to the Section 32-1-1101, C.R.S. and the Water Activity Law to issue bonds, notes, or other obligations payable from the revenues derived or to be derived from the and other legally available revenues of the District; and WHEREAS, the District previously approved resolution No. 2014-013 on October 20, 2014, subject to specific edits and the receipt of final Loan Contracts, Promissory Notes and additional Loan documents; however; the initial authorizing resolution was never executed nor recorded with the District's resolutions and is hereby rescinded, (a subsequent resolution was assigned no. 2014-013); and {00465252.DOC/6}corrected 4831-3765-6607.4