PROJ00303

• Contract/PO #: C153571
• Contractor Name: Morrison Consolidated Ditch Company
• Contract Type: Loan
• Water District: 9
• County: Jefferson
• Bill Number: SB 87-15
• Loan Projects - Doc Type: Contract Documents

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EXHIBIT A

RESOLUTION OF SHAREHOLDERS OF
MORRISON CONSOLIDATED DITCH COMPANY

WHEREAS. the Morrison Con sol idated Ditch Company (the "Company"),

a non-profit corporation organized pursuant to the laws of the State of

Colorado, desires to enter into a contract to borrow money from the State of

Colorado through the Colorado Water Conservation Board ("the State") for
the purpose of replacing the Dry Creek Syphon for the benefit of Company
Shareholders; and

WHEREAS, pursuant to sections 37-60-119 and 37-60-120, Colorado

Revised Statutes, as amended, the State has the authority to loan money to

the Company by contract for the purpose of repairing and rehabilitating the
Morrison Syphon provided that the Company assures the repayment of the

loan money plus interest; and

WHEREAS, pursuant to the Articles of Incorporation and to Article IV,
Sections 1 and 3; Article V, Section 3; Article IX, Section 1 and Article XII,

Section 1 of the By-laws of the Company, the Company has authority to

enter a contract to borrow money and incur liability in the name of the

Morrison Consolidated Ditch Company if the contract is signed by its Presi-
dent and Secretary, and provided that a resolution by the Shareholders shall
first be duly passed at a regular or a special meeting of the Shareholders

authorizing the obtaining of a loan by the Company by contract with the

State; and

WHEREAS, pursuant to the Articles of Incorporation and Article IX of

the By-laws of the Company. the Company has the authority to levy assess-
ments for the purpose of maintaining and replacing the Dry Creek Syphon
and for the purpose of discharging any lawful contract debt plus interest for

such replacement; and

EXHIBIT A