C150206 Contract

• Contract/PO #: CT2015-034
• Contract/PO #: C150206
• Contractor Name: Overland Ditch and Reservoir Company
• Contract Type: Loan
• Water District: 0
• County: Delta
• Loan Projects - Doc Type: Contract Documents

RESOLUTIONS OF THE SHAREHOLDERS

OF THE OVERLAND DITCH AND RESERVOIR COMPANY

The Shareholders of The Overland Ditch and Reservoir Company (Company), at a
Shareholders' meeting held a/~' 14 ,2006, at 1I'J'f(l.hJas~ Colorado, adopted the following
resolutions concerning a secu d loan from the State of Colorado Water Conservation Board
(CWCB), for the purpose of rehabilitating the Overland Reservoir in the amount of $1,141,300 or
such actual amount, more or less, as may be needed by the Company and available from the CWCB
including the CWCB loan origination 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 Board 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 $1,141,300, or such actual amount, more or less, as needed to
finance the project costs, including the CWCB loan origination 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 the Company's water storage rights associated with the Overland Reservoir as
collateral for the loan and execute all documents, including a security agreement and deed of
trust, necessary to convey a security interest in said property to the CWCB,

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 i~h DAY OF au:; U j f 2006.

(SEAL)

By /J~ ~/~,(
Robert hurch, PreSident

/;J

...,/~

Appendix 3a to Loan Contract C150206