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RESOLUTIONS OF THE SHAREHOLDERS <br /> OF THE UPPER PLATTE AND BEAVER CANAL COMPANY <br /> The Shareholders of Upper Platte and Beaver Canal Company (Company), at a Shareholders' <br /> meeting held 3-Z , 2014, at )n , Colorado, adopted the following resolutions concerning a secured <br /> loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of the Hospital Road <br /> Recharge Facility and Bridge Widening Project in the amount of $190,890 or such actual amount, more or <br /> less, as may be needed by the Company and available from the CWCB including the CWCB loan origination <br /> fee of 1%of the loan amount. <br /> At said meeting,the Shareholders charged that these resolutions are irrepealable during the term of <br /> the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and officers, <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$190,890, 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 Companys 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 /> 5. to pledge the assessment revenues and an undivided one hundred percent (100%) interest in the <br /> PROPERTY which consists of Lot 1 and Lot 2 of the Castle Rock Subdivision in the City of Brush, Morgan <br /> County, Colorado, as more particularly described in the attached DEED OF TRUST ("COLLATERAL"), as <br /> COLLATERAL for the loan,and <br /> 6. to execute all documents as required by the LOAN CONTRACT, including, but not limited to, a PROMISSORY <br /> NOTE, SECURITY AGREEMENT and the DEED OF TRUST necessary to convey a security interest in said <br /> property to the CWCB,and <br /> 7. 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, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT <br /> THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br /> COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, <br /> AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE DAY OF 2014. <br /> (S E A L) f� <br /> Signature <br /> ATTEST: / / fie/ <br /> By a�` NAME: /! t°�'7°�/ i"� "�, <br /> t..1/ TITLE: O/t°,/Gfr�aa/t <br /> Signature of Corporate Secretary DATE: I771/1/ <br /> DATE: 25-JL/ <br /> Appendix 3a <br /> Page 1 of 1 <br />