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RESOLUTIONS OF THE SHAREHOLDERS <br /> OF SANFORD CANAL COMPANY 2013 <br /> The Board of Directors of Sanford Canal Company(Company), at a meeting held Oct 7 , 1;4, at <br /> Sanford, , Colorado, adopted the following resolutions concerning a secured loan from the State of <br /> Colorado Water Conservation Board (CWCB), for the purpose of the Sanford Diversion and Headgate <br /> Rehabilitation Project in the amount of$101,000 or such actual amount, more or less, as may be needed by <br /> the Company and available from the CWCB including the CWCB loan origination fee of 1% of the loan <br /> amount. <br /> At said meeting, the Board charged that these resolutions are irrepealable during the term of the <br /> loan and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary, <br /> RESOLVED as follows. <br /> 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a <br /> loan in the amount of$101,000, or such actual amount, more or less, as needed to finance the project <br /> costs, including the CWCB loan origination fee of 1%,and <br /> 2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amounts <br /> due under the LOAN CONTRACT, and to pledge assessment revenues and the Company's right to receive <br /> said revenues for repayment of the loan, and <br /> 3. to place said pledged revenues in a special account separate and apart from other COMPANY revenues, <br /> and <br /> 4. to make the annual payments required by the PROMISSORY NOTE and to make annual deposits to a debt <br /> service reserve fund,and <br /> 8. to pledge its assessment revenues backed by a rate covenant and an undivided one hundred percent <br /> (100%) interest in the PROJECT, which includes the which includes the diversion, headgate and <br /> measurement equipment,and <br /> 5. to execute all documents as required by the LOAN CONTRACT, including, but not limited to, a Security <br /> Agreement and a PROMISSORY NOTE,and <br /> 6. to take such other actions and to execute such other documents as may be necessary to consummate <br /> and implement the loan. <br /> CERTIFICATION <br /> THE UNDERSIGNED,THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE FOREGOING <br /> ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S BOARD OF <br /> DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED,PURSUANT TO THE COMPANY'S BYLAWS,AND THAT SAID <br /> RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 30 DAY OF August 2014. <br /> (SEAL) <br /> By Adi/7■ if r, <br /> Signature <br /> ATTEST: <br /> NAME: Marty Peterson <br /> By Qd.//dVihdoel TITLE: President <br /> Signature of Secretary DATE: Aug 30, 201/i <br /> Aug 30, 2014 <br /> DATE: <br /> Appendix 3b <br /> Page 1 of 1 <br />