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<br />.,' <br /> <br />EXHIBIT E <br /> <br />Resolution <br /> <br />A .OR';;:!)' m.do by oicootoc B 0" G e.- ,dul y ,ooo"dod by <br />Director and unanimously carried ~o adopt the following <br />resolution: <br /> <br />WHEREAS, the Santa Maria Reservoir Company (the "Company", or <br />the "Contractor"), a corporation organized pursuant to the laws of <br />the State of Colorado, desires to enter into a contract to borrow <br />money from the State of Colorado through the Colorado Water <br />Conservation Board (the "state") for the purpose of repairing and <br />rehabilitating its existing embankment known as the Santa Maria and <br />Continental Dams for the benefit of company shareholders; and <br /> <br />WHEREAS, pursuant to the Articles of Incorporation and to <br />Article XI of the Bylaws of the Company, the Company has authority <br />to enter a contract to borrow money and incur liability in the name <br />of The Santa Maria Reservoir Company if the contract is duly <br />authorized by the board of directors, and provided that a resolu- <br />tion by the Board of Directors shall first be duly passed at a <br />regular or a special meeting of the Directors authorizing the <br />obtaining of a loan by the company; and <br /> <br />WHEREAS, pursuant to the Articles of Incorporation and to <br />Article IX of the Bylaws of the Company, and in accordance with 97- <br />42-104, 15 C.R.S. (1973), the Company has the authority to levy <br />assessments for the purpose of maintaining and operating The San~a <br />Maria Reservoir system, and to levy an assessment for the purpose <br />of discharging any contract debt plus interest; and <br /> <br />WHEREAS, pursuant to 9937-60-119 and 37-60-120, Colorado <br />Revised statutes, as amended, the State has the authority to loan <br />money to the Company by contract for the purpose of repairing and <br />rehabilitating the Santa Maria and continental DAms provided that <br />the Company assures the repayment of the loan money plus interest; <br />and <br /> <br />WHEREAS, the Company and the State have negotiated a contract <br />for the loan of' money to the company, which contract requires <br />certain terms and conditions and complete repayment to the State <br />by the terms therein, and requires the Company to take all acts <br />necessary to lawfully enter this contract and incur this liability <br />and assure repayment to the State, including: the adoption of a <br />resolution approving the contract; and the levy of assessments to <br />assure repayment of the contract; and the setting aside of such <br />assessment revenues in a separate fund unavailable for any other <br />uses; all as more fully set forth in the contract. <br /> <br />NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE <br />COMPANY ata regular meeting that: <br /> <br />EXHIBIT E <br />