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<br /> <br />I. F <br />rJ v' <br /> <br />CERTIFICATE <br />OF <br />CORPORATE RESOLUTION OF <br />~~ISTOCRAT ~lCHETTES WATER PROJECT, INC. <br /> <br />I, the undersigned Secretary of Aristocrat Ranchettes Water <br />Project, Inc., a Colorado corporation, do hereby certify to <br />Northern Colorado Water Conservancy District and Municipal <br />Subdistrict, Northern Colorado Water Conservancy District, and all <br />other concerned, that (a) at a meeting of the Board of Directors of <br />the said Corporation duly and specially called and held on the 19th <br />day of March, 1997, a quorum being at all times present, the <br />following resolutions were unanimously adopted and recorded in the <br />minute book of said Corporation, kept by me, (b) such resolutions <br />are in accord with and pursuant to the Articles of Incorporation <br />and By-Laws of said Corporation, and (c) such resolutions are now <br />in full force and effect and have not been revoked or amended in <br />any manner: <br /> <br />WEEP.EAS, the Board of Directors of the Corporation having <br />d'ctermined by majority vote the following issues and items, IT IS: <br /> <br />RESOLVED, that ARWP shall enter into an Application for Change <br />of Class D Allotment Contract for the transfer of shares of water <br />from owners and members of the Northern Colorado Water Consp.rvancy <br />District or its Municipal Subdistrict; and <br /> <br />RESOLVED, that Cathy L. Clamp, as President, and Belinda <br />Higgs, as Secretary of ARWP, are authorized and empo.:;;red to <br />execute the Application for Change of Class D Allotment C'JIltract; <br />and <br /> <br />RESOLVED, that Cathy L. Clamp, as President, and Belinda <br />Riggs, as Secretary, are authorized and empowered to eX8cute the <br />Agreement with Fred J. Winters Estate (1/2), Diree A. Hoffner (1/4) <br />and Jerry D. Winters (1/4) for the purchase of 60 shares of <br />Colorado-Big Thompson water, including any closing docu:nents for <br />said purchase; and <br /> <br />, <br />RESOLVED, that the water shares shall be used as collateral <br />for the loan from the Colorado Water Conservation Board ("CWCBU); <br />and <br /> <br />RESOLVED, that ARWP may, at its option, obtain bridge <br />financing (financing to cover costs prior to other loan funds being <br />received, including earnest money) from First Security Bank of Fort <br />Lupton in an amount not to exceed $17,000, which financing shall be <br />repaid by the loan funds from CWCB. <br /> <br />I further certify that I have examined the appropriate records <br />of the Corporation and know by virtue thereof and of my own <br />knowledge that the majority of all holders of the outstanding stock <br />of this Corporation entitled to vote have consented by vote to the <br />above resolutions. <br />