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RESOLUTIONS OF THE SHAREHOLDERS <br />OF EAST MESA WATER COMPANY <br />The Shareholders of the East Mesa Water Company (Company), at a Shareholders' meeting held 2015, <br />located atmt Colorado, adopted the following resolutions concerning a secured loan from the State of Colorado Water <br />Conservation Board (CWCB), for the purpose of the installation of the Ditch Piping Project in the amount of $555,500 or such <br />actual amount, more or less, as may be needed by the Company and available from the CWCB including the CWCB loan <br />origination fee of 1 % of the loan amount. <br />At said meeting, the Shareholders charged that these resolutions are irrepealable during the term of the loan and, <br />pursuant to the Company's bylaws, authorized the Board of Directors and officers, RESOLVED as follows: <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in the amount <br />of $555,500, or such actual amount, more or less, as needed to finance the project costs, including the CWCB loan <br />origination fee of I%, and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amounts due under the <br />LOAN CONTRACT, and to pledge assessment revenues and the Company's right to receive said revenues for repayment of <br />the loan, and <br />3. to place said pledged revenues in a special account separate and apart from other COMPANY revenues, and <br />4. to make the annual payments required by the PROMISSORY NOTE and to make annual deposits to a debt service reserve <br />fund, and <br />5. to pledge, as COLLATERAL, for the loan, the Company's assessment revenues backed by a rate covenant and an <br />undivided one hundred percent (100%) interest in the PROJECT which includes up to 1,450 feet of installed pipeline and <br />associated access rights, as more particularly described in the attached SECURITY AGREEMENT and DEED OF TRUST, and <br />6. to execute all documents as required by the LOAN CONTRACT, including, but not limited to, a PROMISSORY NOTE, SECURITY <br />AGREEMENT and DEED OF TRUST necessary to convey a security interest in said property to the CWCB, and <br />7. to take such other actions and to execute such other documents as may be necessary to consummate and implement the <br />loan. <br />CERTIFICATION <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT THE FOREGOING <br />ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S SHAREHOLDERS DULY <br />CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN <br />AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE (D-DAY OF A 2015.7 <br />(SEAL) <br />ATTEST: <br />By <br />By Signa re ' <br />S' ture of orporate S tary NAME: i d.,5 art + <br />TITLE: f'B fi <br />DATE: _dl—,7�DATE: I • 1:2. / <br />Appendix 3a to Loan Contract C150360 <br />Page 1 of 1 <br />