C150363 Contract

• Contract/PO #: C150363
• Contract/PO #: CT2015-001
• Contractor Name: Petrocco Family Limited
• Contract Type: Loan
• Water District: 2,3
• County: Adams
• County: Larimer
• Loan Projects - Doc Type: Contract Documents

APPENDIX E
Resolution of the General Partner
David A. Petrocco, Sr., General Partner of Petrocco Family Limited Partnership, LLLP, a
Colorado Limited Liability Limited Partnership ("PARTNERSHIP"), 14110 Brighton Road,
Brighton, Colorado, 80601, acting on behalf of the members of the PARTNERSHIP and pursuant to
the "Amended and Restated Petrocco Family Limited Partnership, LLLP, Agreement" dated
December 20, 2012 ("PARTNERSHIP AGREEMENT"), has made the following resolutions
concerning a secured loan from the State of Colorado Water Conservation Board ("CWCB").
WHEREAS, PARTNERSHIP was formed for the purpose of acquiring, holding, operating, and
maintaining real estate and purposes related and incidental thereto;
WHEREAS, consistent with these purposes, the PARTNERSHIP has acquired certain water rights,
including seventy-two (72) Fulton Irrigating Ditch Company shares represented by stock
certificate nos. 4021, 4022, 4029 (collectively, the "WATER RIGHTS"). PARTNERSHIP'S purchase
of these water rights is referred to as the "PROJECT;"
WHEREAS, in order to finance the PROJECT, the PARTNERSHIP acquired a loan from the CWCB
pursuant to CWCB Loan Contract #C150363 ("ORIGINAL LOAN CONTRACT") in the amount of
$840,825 or such actual amount, more or less, as may be needed by the PARTNERSHIP and
available from the CWCB including the CWCB loan origination fee of 1% of the loan amount;
WHEREAS, the collateral specified in the ORIGINAL LOAN CONTRACT included eight (8) New
Cache La Poudre Irrigating Company shares, and six (6) Cache La Poudre Reservoir Company
shares, and fifty-three (53) Fulton Irrigating Ditch Company shares;
WHEREAS, PARTNERSHIP and CWCB desire to amend the Original Loan Contract to modify
the collateral for the loan so that the collateral now consists of the WATER RIGHTS described
above, all as subject to Amendment CMS #70428 ("AMENDED LOAN CONTRACT"); and
WHEREAS, David A. Petrocco, Sr., as General Partner of PARTNERSHIP is authorized to
execute and deliver CWCB the AMENDED LOAN CONTRACT to obtain said loan for the purchase
of the WATER RIGHTS.
The General Partner charges that the following resolutions are irrepealable during the term of the
ORIGINAL LOAN CONTRACT and AMENDED LOAN CONTRACT and pursuant to the PARTNERSHIP
AGREEMENT, authorizes the following:
1. to enter into and comply with the terms of the ORIGINAL LOAN CONTRACT and the AMENDED
LOAN CONTRACT in the amount of$840,825, 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 make the annual payments required by the PROMISSORY NOTE and to make annual deposits
to a debt service reserve fund and to pledge the WATER RIGHTS, as more particularly
described in the attached DEED(S) OF TRUST ("Collateral") to the AMENDED LOAN
CONTRACT, valued at an amount equal to or greater than 110% of the loan amount. This is in
accordance with CWCB Financial Policy#5 (Collateral); and
3. to pledge the WATER RIGHTS as collateral for the loan and execute all documents, including
the SECURITY AGREEMENT and DEED(S) OF TRUST and STOCK ASSIGNMENT(S) necessary to
convey a security interest in said property to the CWCB; and
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