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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE OVERLAND DITCH AND RESERVOIR COMPANY <br /> <br />The Board of Directors of The Overland Ditch and Reservoir Company (Company), at a <br /> <br />;::~~~e~~~da~h~O~~t=to~~ ~~~~~~~n~~':e~~~~h~:~~~76~~~~~I~:~~: ~~~~:~~ <br /> <br />construction of rehabilitating the Overland Reservoir in the amount of $1,141,300 or such actual <br />amount, more or less, as may be needed by the Company and available from the CWCB including <br />the CWCB loan origination fee of 1 % of the loan amount. <br />At said meeting, the Board charged that these resolutions are irrepealable during the term <br />of the loan and, pursuant to the Company's bylaws, authorized the President and Corporate <br />Secretary, RESOLVED as follows. <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board <br />for a loan in the amount of $1,141,300, or such actual amount, more or less, as needed to <br />finance the project costs, including the CWCB loan origination fee of 1 %, and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual <br />amounts due under the Loan Contract, and to pledge assessment revenues and the Company's <br />right to receive said revenues for repayment of the loan, and <br />3. to place said pledged revenues in a special account separate and apart from other COMPANY <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits to a <br />debt service reserve fund, and <br />5. to pledge the Company's water storage rights associated with the Overland Reservoir, as <br />collateral for the loan and execute all documents, including a security agreement and deed of <br />trust, necessary to convey a security interest in said property to the CWCB, <br />6. to execute all documents as required by the loan contract, including, but not limited to, a Security <br />Agreement and a Promissory Note, and <br />7. to take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br />COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE Sf11 DAY OF -:TILly 2006. <br /> <br />( S EA L ) <br /> <br />By A..L~ ((l.>lAJU-eJ.. . <br />Robert Church, President <br /> <br /> <br />Appendix 3b to Loan Contract C150206 <br />