UNANIMOUS RESOLUTION OF THE BOARD OF DIRECTORS OF POUDRE VALLEY RURAL ELECTRIC ASSOCIATION, INC. SEPTEMBER 19, 2018 WHEREAS, Poudre Valley stalwartly believes in the Cooperative business model and in our partnership with Tri-State. WHEREAS, Poudre Valley has a vested interest in Tri-State to be successful both financially and operationally. WHEREAS, Poudre Valley helped form Tri-State with a goal to have Poudre Valley’s members receive continued long-term access to reliable and affordable electric service at the lowest cost. WHEREAS, the missions of Tri-State and Poudre Valley are to serve members with reliable and affordable electric service at the lowest cost. WHEREAS, Poudre Valley is aware of the significant impact that government regulations impose on our Cooperative business model. WHEREAS, Poudre Valley is aware of efforts by third parties to modify current legislation and regulations that would mandate changes in Tri-State’s current generation resources, corporate structure, operations and member services. WHEREAS, Poudre Valley is aware of a report from the Rocky Mountain Institute, which provides that Tri-State has the potential to allow its members to achieve significant savings by adjusting Tri-State’s generation fuel mix. WHEREAS, the cost of new generation and market conditions have decreased rapidly in the past several years primarily due to changes in technology and changes in the market for sales and purchases of electric power. WHEREAS, large vertically integrated electric utilities have shifted capital expenditures away from construction and costly regulatory compliance requirements of traditionally powered generation plants into alternative energy powered plants as well as into grid modernization. Page 1 of 2 UNANIMOUS RESOLUTION OF THE BOARD OF DIRECTORS OF POUDRE VALLEY RURAL ELECTRIC ASSOCIATION, INC. SEPTEMBER 19, 2018 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF POUDRE VALLEY RURAL ELECTRIC ASSOCIATION, INC, as result of these proclamations, in support of both entities continued success and acting in good faith as a memberowner of Tri-State, that: 1. Poudre Valley requests Tri-State to work expeditiously in a transparent process to determine if significant cost savings are achievable by adjusting Tri-State’s fuel mix and provide the findings to Tri-State’s members by the end of calendar year 2018. Due to current market pricing and cost of capital conditions, any delay in taking action may not allow Tri-State and Tri-State’s members to benefit from this current environment. 2. Poudre Valley urges Tri-State to consider future legislative, regulatory and litigation risks, as well as opportunities when conducting their resource planning. 3. Poudre Valley requests Tri-State to review alternative electric service contract arrangements and to ensure any arrangement will not have an adverse impact on Tri-State or Tri-State members. 4. Poudre Valley requests Tri-State to develop policies that work on providing member-side electric supply resources, so Poudre Valley can actively participate with retail members who opt to move to such resources. Further, Poudre Valley encourages Tri-State to consider partnering with their member systems on these opportunities to proactively adjust to changes within the industry. 5. Poudre Valley is willing to provide resources and time in order for our specific requests to be acted upon. Page 2 of 2