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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF KERN RESERVOIR AND DITCH COMPANY <br /> The Board of Directors of the Kern Reservoir and Ditct 9pmpany (Company), a meeting <br /> held t" , 2003, at 5 5p-rti,A va ' Colorado, adopted the following <br /> resolutions co/cerning a secured loan from the State 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 $3,620,000, or such actual amount, more or less, as <br /> needed to finance the project costs and <br /> 2. to levy and collect assessments from the shareholders in an amount sufficient to pay the <br /> annual amounts due under the Loan Contract, and to pledge assessment revenues and the <br /> Company's right to receive said revenues for repayment of the loan, and <br /> 3. to place said pledged revenues in a special account separate and apart from other <br /> COMPANY revenues, and <br /> 4. to make the annual payments required by the promissory note and to make annual deposits <br /> to a debt service reserve fund, and <br /> 5. to execute a deed of trust to convey a security interest to the CWCB in the Company's Kern <br /> Reservoir, and <br /> 6. to execute all documents as required by the loan contract, including, but not limited to, a <br /> Security Agreement and a Promissory Note, and <br /> 7. to take such other actions and to execute such other documents as may be necessary to <br /> consummate and implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED,JTHOPRESF9ENt AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br /> FOREGOING ARE TRUE AND CORRECTCOPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br /> COMPANY'S BOARD 'QF EIGTQRS .DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br /> COMPANY'S BYLAWS,,ANdfI-AT;'$AIt RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THESEAL OF THE COMPANY THE DAY OF 2003. <br /> ( SEAL ) / <br /> By �//4' <br /> W. Wane Miller, President <br /> AT T: <br /> Vidt! <br /> Julie Chester, Corporate Secretary <br /> Appendix 3b to Loan Contract C150118 <br />