C150112 Contract

• Contract/PO #: C150112
• Contractor Name: Kern Reservoir and Ditch Company
• Contract Type: Loan
• Water District: 1
• County: Weld
• Bill Number: MC3
• Loan Projects - Doc Type: Contract Documents

RESOLUTIONS OF THE BOARD OF DIRECTORS
OF KERN RESERVOIR AND DITCH COMPANY

The Board of Directors of Kern Reservoir and Ditch Company (Company), at a meeting held
November 19 , 2002, at Windsor, Colorado, adopted the following resolutions concerning a loan in
the amount of up to $1,000,000 from the State of Colorado Water Conservation Board (CWCB), for
rehabilitation of Kem Reservoir.

At said meeting, the Board charged that these resolutions are irrepealable during the term of the
loan and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary,
RESOLVED as follows.

1. to enter into and comply with the terms of a contract with the Coiorado Water Conservation Board
for a loan in the amount of $1,000,000, or such actual amount, more or less, as needed to finance
the project costs, and

2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual
amounts due under the Loan Contract, and to pledge assessment revenues and the Company's
right to receive said revenues for repayment of the loan, and

3. to place said pledged revenues in a special account 'separate and apart from other COMPANY
revenues, and ' ,

4. to make the annual payments required by the promissory note and to make annual deposits to a
debt service reserve fund, and

5. to execute a deed of trust to convey a security interest to the CWCB in the Kern Reservoir owned by
the Company, and,

6. to execute all documents as required by the loan contract, including, but not limited to, a Security
Agreement and a Promissory Note, and

7. to take such other actions and to execute such other documents as may be necessary to
consummate and implement the loan.

CERTIFICATION

THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HEREBY CERTIFY
THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF
THE COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE
COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.

GIVEN UNDER OUR THE SEAL OF THE COMPANY THE 19th DAY OF
November

(SEAL)

By

Wil)~t<< .f/YJA
W. Wa e Miller, President

Julie Chester, Corporate Secretary

Appendix 3a to Loan Contract C150112