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<br />tJ." <br />" <br />~; <br /> <br />u <br /> <br />CORPORATE RESOLUTION <br /> <br />The following resolutions were unanimously approved by the <br />Board of Directors of The Windsor Reservoir & Canal Company, a <br />Colorado non-profit corporation, in connection with the approval <br />of the funding for construction of the improvements for Douglas <br />Dam which are to be financed through a loan from the Colorado <br />Water Conservation Board. <br /> <br />RESOLVED: That the Board of Directors hereby approves and <br />authorizes the appropriate officers to execute all documents <br />necessary to conclude the loan transaction with the Colorado Water <br />Conservation Board up to a total sum of $761,000.00 payable <br />annually at the rate of 5% for a loan period of up to 25 years. <br />This resolution reaffirms that previously unanimously adopted by <br />the Board of Directors on January 4, 1991. <br /> <br />RESOLVED: That the Project Contract and Promissory Note <br />documenting the agreement and loan with the Colorado Water <br />Conservation Board and all attachments thereto are hereby <br />approved, and the officers of the corporation are hereby <br />authorized to execute the same on behalf of the corporation. <br /> <br />RESOLVED: That the officers of the corporation are also <br />authorized to execute the deed of trust and security agreement, <br />pledging as collateral for this loan the Douglas Dam structure and <br />all improvements pertinent to it as well as current and future <br />assessments levied by the company against its shareholders. <br /> <br />RESOLVED: That the officers are hereby authorized and <br />directed to budget and allocate the necessary funds for repayment <br />of this loan and to make the annual payments as called for in the <br />Project Contract and Promissory Note ($53,994.82 per annum). <br /> <br />RESOLVED: That the officers of the company are further <br />authorized and directed to execute and deliver such further <br />documents and take such other steps as may be necessary in order <br />to complete this project and the terms of the project contract and <br />promissory note with the Colorado Water Conservation Board, <br />whether such action be required now or at a later date. <br /> <br />Dated this /9 day of August, 1991. <br /> <br />'t'P-...u-fY i:lu~'flt~-/ <br />Elmer R. Gusta on, Chairman <br /> <br />t::t~ rfi if-u "~_I <br />Elmer R. Gusta on, President <br /> <br />ATTEST: <br /> <br /> <br />(SEAL) <br /> <br />EXHIBITS C AND D <br />