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RESOLUTION OF <br />MUTUAL MESA LATERAL ENTERPRISE <br />The undersigned, being a majority of the Governing Board of the Mutual Mesa Lateral <br />Enterprise ( "MMLE ") at a special meeting of the Board held October 29, 1996, at which a <br />quorum of Board members is present, consent to, adopt and vote in favor of the following <br />resolution: <br />RECITALS <br />A. MMLE, a water activity enterprise formed and wholly owned by the Orchard <br />Mesa Irrigation District ( "OMID "), has agreed to undertake all actions necessary to place the <br />Mutual Mesa Lateral section of OMID's water delivery system, which is currently open ditch, in <br />closed pipe ( "referred to below as the "Mutual Mesa Project "). The terms and conditions under <br />which MMLE will undertake the Mutual Mesa Project on OMID's behalf have been reduced to a <br />written contract (the "Project Agreement "), an unsigned copy of which is attached to this <br />Resolution and incorporated here by reference. <br />B. The Colorado Water Conserva,t,i.. Ja nd ("CWCB ") has agreed to loan MMLE a <br />portion of the funds, up to $871,800, nece s rj f ertake the Mutual Mesa Project, subject to <br />the terms and conditions of a Loan Corift 8 I &nissor cue by and between the State of <br />Colorado, OMID, and MMLE (the "L°r poi track ":' u 1Zied copy of which is attached to <br />this Resolution and incorporated here by ref ,., oan Contract imposes certain duties <br />,gr <br />and obligations on MMLE.`` � <br />C. OMID has negotiated an- reement with Mendez Inc. to perform necessary <br />construction on the Mutual Mesa Project (the "Contractor Agreement "), a copy of which is <br />attached to this Resolution and incorporated here by reference. By Resolution of its Board of <br />Directors, OMID has assigned all of its rights to enter into and perform the Contractor <br />Agreement to MMLE. <br />D. Pursuant to the Loan Contract, MMLE must establish a Certificate of Deposit <br />account in the amount of $50,370.02 and assign the Certificate of Deposit to the State of <br />Colorado. Pursuant to the Project Agreement, as additional compensation for the duties and <br />obligations undertaken by MMLE pursuant to that agreement, OMID is required to loan MMLE <br />the amount necessary to establish the required Certificate of Deposit. <br />E. MMLE must appoint a Secretary to attest to the execution of the Loan Agreement <br />and other documents. <br />RESOLUTION <br />1. Appointment. The Board appoints Della Grams as Secretary of MMLE and <br />authorizes and directs her to attest, as necessary, to the proper execution of the Loan Agreement <br />Appendix A to Loan Contract #C153723 <br />