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authorized and directed to take all actions necessary or appropriate to effectuate the provisions of <br /> this Resolution, including,but not limited to, the execution of the Loan Contract, the Promissory <br /> Note, the Security Agreement (as set forth in Appendix 5 to the Loan Contract) and such <br /> additional agreements, certificates and affidavits as may be reasonably required. The execution <br /> by the District's President of any document authorized herein shall be conclusive proof of the <br /> approval by the District of the terms thereof. <br /> Section 11. No Recourse against Officers and Agents. Pursuant to Section 209 of the <br /> Supplemental Act, if a member of the Board, or any officer or agent of the District acts in good <br /> faith, no civil recourse shall be available against such member, officer or agent for payment of <br /> the principal of and interest on the Promissory Note. Such recourse shall not be available either <br /> directly or indirectly through the Board or the District, or otherwise, whether by virtue of any <br /> constitution, statute, rule of law, enforcement of penalty or otherwise. <br /> Section 12. Limitation of Actions. In accordance with Section 212 of the Supplemental <br /> Act, no legal or equitable action can be brought with respect to any legislative acts or <br /> proceedings in connection with the authorization or issuance of the Promissory Note more than <br /> 30 days after their authorization. <br /> Section 13. Resolution is Contract with Owners of Promissory Note and <br /> Irrepealable. After the Promissory Note have been issued,this Resolution shall be and remain a <br /> contract between the District and CWCB and shall be and remain irrepealable until all amounts <br /> due with respect to the Promissory Note shall be fully paid, satisfied and discharged and all other <br /> obligations of the District with respect to the Promissory Note shall have been satisfied in the <br /> manner provided herein. <br /> Section 14. Headings, Table of Contents and Cover Page. The headings to the <br /> various sections and subsections to this Resolution, and the cover page and table of contents that <br /> appear at front of this Resolution,have been inserted solely for the convenience of the reader, are <br /> not a part of this Resolution and shall not be used in any manner to interpret this Resolution. <br /> Section 15. Severability. It is hereby expressly declared that all provisions hereof and <br /> their application are intended to be and are severable. In order to implement such intent, if any <br /> provision hereof or the application thereof is determined by a court or administrative body to be <br /> invalid or unenforceable, in whole or in part, such determination shall not affect, impair or <br /> invalidate any other provision hereof or the application of the provision in question to any other <br /> situation; and if any provision hereof or the application thereof is determined by a court or <br /> administrative body to be valid or enforceable only if its application is limited, its application <br /> shall be limited as required to most fully implement its purpose. <br /> Section 16. Repeal of Inconsistent Resolutions, Bylaws, Rules and Orders. All <br /> resolutions, bylaws, rules and orders, or parts thereof, that are inconsistent with or in conflict <br /> with this Resolution, are hereby repealed to the extent of such inconsistency or conflict. <br /> Section 17. Ratification of Prior Actions. All actions heretofore taken (not <br /> inconsistent with the provisions of this Resolution, the Enabling Laws or the Ballot <br /> Authorization) by the Board or by the officers and employees of the District directed toward the <br /> {00488776.DOC /2} 7 <br /> 4833-8387-9213.1 <br />