C150154 Contract

• Contract/PO #: C150154
• Contractor Name: Pine River - Bayfield Ditch Company
• Contract Type: Loan
• Water District: 31
• County: La Plata
• Loan Projects - Doc Type: Contract Documents

RESOLUTIONS OF THE SHAREHOLDERS

OF THE PINE RIVER-BAYFIELD DITCH COMPANY

The Shareholders of The Pine River-Sayfield Ditch Company (Company), at a
Shareholders' meeting held {{.bfu,o.l3lQ ,2003, at B.(\~"b , Colorado, adopted the
following resolutions concerning a secured loan from the "State of Colorado Water Conservation
Soard (CWCS), for the purpose of replacement of the Seaver Creek siphon, in the amount of
$200,000 or such actual amount, more or less, as may be needed by the Company and
available from the CWCS, in addition to the CWCS's loan service fee of 1 % of the loan amount.

At said meeting, the Shareholders charged that these resolutions are irrepealable during
the term of the loan and, pursuant to the Company's bylaws, authorized the Soard of Directors
.and officers, RESOLVED as follows:

1. to enter into and comply with the terms of a contract with the Colorado Water Conservation
Board for a loan in the amount of $200,000, or such actual amount, more or less, as
needed to finance the project costs, plus the CWCS's loan service fee of 1 %, 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 pledge as collateral the Company's Seaver Creek siphon and to execute a deed of trust
to convey a security interest to the CWCS in said property, 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, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY
CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A
MEETING OF THE COMPANY'S SHAREHOLDERS 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 HANDS AND THE SEAL OF THE COMPANY THE~ DA E OF Cttobe,r 2003.

By

(SEAL)

Appendix 3a to Loan Contract C150154