MOUNTAIN SHADOWS METROPOLITAN DISTRICT REGULAR MEETING AGENDA AND NOTICE 8820 Ellis St. Arvada, Colorado Monday, March 5, :30 P.M.

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1 MOUNTAIN SHADOWS METROPOLITAN DISTRICT REGULAR MEETING AGENDA AND NOTICE 8820 Ellis St. Arvada, Colorado Monday, March 5, :30 P.M. Steve Roboff, President Term to May 2018 Chris Elliott, Vice President Term to May 2020 Regan Hauptman, Treasurer Term to May 2020 Matt Cavanaugh, Secretary Term to May 2018 Paul Ron Hauptman, Assistant Secretary Term to May 2020 AGENDA 1. Call to Order 2. Declaration of Quorum/Director Qualifications/Reaffirmation of Disclosures 3. Approval of Agenda 4. Public Comment Members of the public may express their views to the Board on matters that affect the District. Comments will be limited to three (3) minutes per person. Please sign in. 5. Consent Agenda a. Approval of Minutes from the December 4, 2017 Meeting (enclosure) b. Adoption of Resolution Designating the District's 24-Hour Posting Location (enclosure) 6. Legal Matters a. Ratification of Funding and Reimbursement Agreement (2017/2018) with Whisper Creek Two, LLC for Operations and Maintenance (enclosure) 7. Facilities/Management a. Stillwater/Manager Update 8. Financial Matters a. Financial Report/Claims Payable (enclosure) b Bond Matters: i. Consider Approval of North Slope Capital Advisors for External Financial Advisor Certificates (enclosure) ii. Consider Ratification of Engagement of King & Associates, Inc. to prepare Residential Appreciation Analysis (enclosure) iii. Consider Ratification of Engagement of CliftonLarsonAllen to prepare Financial Forecasts (enclosures) iv. Consider and Make a Final Determination to Issue or Incur General Obligation Indebtedness Consisting of Limited Tax Junior Lien Subordinate General Obligation Bonds, Series 2018C-1, in an estimated principal amount of $2,300,000, which amount is subject to increase or decrease, and in connection therewith, adopt a resolution authorizing the issuance of same and authorizing an ;

2 Indenture of Trust, a Bond Purchase Agreement, a Continuing Disclosure Agreement, the form of Limited Offering Memorandum, and other related documents; approving, ratifying, and confirming the execution of certain documents; making determinations and findings as to other matters related to such transaction; authorizing incidental action; and repealing prior inconsistent actions (to be distributed) v. Consider and Make a Final Determination to Issue or Incur Indebtedness to be repaid by certain tax increment revenues consisting of Subordinate Special Revenue Bonds, Series 2018C-2, in an estimated principal amount of $3,700,000, which amount is subject to increase or decrease, and in connection therewith, adopt a resolution authorizing the issuance of same and authorizing an Indenture of Trust, a Placement Agent Agreement, and other related documents; approving, ratifying, and confirming the execution of certain documents; making determinations and findings as to other matters related to such transaction; authorizing incidental action; and repealing prior inconsistent actions (to be distributed) c. Consider Approval of Developer Contribution Agreement with Whisper Creek Two, LLC for Landscape Improvements (enclosure) d. Other Financial Matters 9. Other Business 10. Adjourn ;

3 MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS OF MOUNTAIN SHADOWS METROPOLITAN DISTRICT Attendance Call to Order Conflict of Interest Disclosures Held: Monday, December 4 th, 2017, at 3:30 p.m. at 8820 Ellis Street, Arvada, Colorado. The special meeting of the Board of Directors of the Mountain Shadows Metropolitan District was called and held as shown above and in accordance with the applicable statutes of the State of Colorado. The following directors, having confirmed their qualification to serve on the Board, were in attendance: Steve Roboff Matt Cavanaugh Regan Hauptman Paul Ron Hauptman Chris Elliott arrived partway through the meeting during the financial matters portion. All director absences are deemed excused unless otherwise specified. Also present: Kristin Tompkins, Esq., and Megan J. Murphy, Esq., White Bear Ankele Tanaka & Waldron, Attorneys at Law, District General Counsel; Sarah Hunsche, CliftonLarsonAllen, LLP, District Accountant; Paden Brown and Scott Bristol, Stillwater Community Management, District Manager; Christian Matt Janke and Corey Elliott, E5X Management; Kurt Haeger and Vikki Fininen, homeowners. It was noted that a quorum of the Board was present and the meeting was called to order. Ms. Tompkins advised the Board that pursuant to Colorado law, certain disclosures by the directors may be required prior to taking official action at the meeting. The Directors reviewed the agenda for the meeting, following which each Board member confirmed the contents of any written disclosure previously made stating the fact and summary nature of any matters as required under Colorado law to permit official action to be taken at the meeting. Director Cavanaugh, Director Regan Hauptman, and Director Ron Hauptman noted their respective ownership interests in Whisper Creek Two, LLC, WCH Investments, LLC and WCT Investments, Inc. and noted that the District currently owes reimbursements for eligible costs to one or more of those entities.

4 It was further noted that such reimbursements are on the agenda for acceptance, that one or more of such entities may be the holder of the Series 2018C-2 bonds, and/or which reimbursements may be paid from the proceeds of the proposed 2018 bonds, all of which is on the agenda today. Additionally, the Board determined that the participation of the members present was necessary to obtain a quorum or otherwise enable the Board to act. Written disclosures of directors having conflicts of interest were filed with the Secretary of State and the Board at least 72 hours prior to the meeting. Agenda Ms. Tompkins presented the proposed agenda to the Board. Upon a motion duly made and seconded, the Board unanimously approved the agenda. Public Comment None. Consent Agenda The following items on the consent agenda were considered routine or administrative. Following a summary by Ms. Tompkins, upon a motion duly made and seconded, the Board unanimously approved the items on the consent agenda. Approval of Minutes from the September 11, 2017 Meeting Adoption of 2018 Annual Administrative Resolution Approval of Amended and Restated Public Records Request Policy Approval of Property and Liability Schedule and Limits and Renewal of SDA Membership Ratification of Bond Disbursement Request No. 2 pursuant to the Escrow Agreement with Jefferson Center Metropolitan District No. 1 dated March 10, 2017 Approval of 2013 and 2016 Reserve Studies Consider Approval of Funding and Reimbursement Agreement (O&M) with Whisper Creek Two, LLC for 2017 Advances Ratify Acceptance of Cost Verification from EVO Consulting Services, Inc. for Reimbursement to Alkire Investments, LLC in the amount of $4,706, dated April 27, 2009 pursuant to the Facilities Acquisition Agreement between the District and Alkire Investments, LLC dated November 28, 2006 as reflected in the District s minutes from June 23, 2009 and as such reimbursements are now due to WCH Investments, LLC. pursuant to the Facilities Funding and Acquisition Agreement dated January 25, ;

5 Acceptance of Cost Verification from EVO Consulting Services, Inc. for Reimbursement to Alkire Investments, Inc. in the amount of $4,839, dated October 22, 2010 pursuant to the Facilities Acquisition Agreement between the District and Alkire Investments, LLC dated November 28, 2006 and as such reimbursements are now due to WCH Investments, LLC. pursuant to the Facilities Funding and Acquisition Agreement dated January 25, 2011 Acceptance of Cost Verification from EVO Consulting Services, Inc. for Reimbursement to Alkire Investments, Inc. in the amount of $441, dated October 23, 2010 pursuant to the Facilities Acquisition Agreement between the District and Alkire Investments, LLC and as such reimbursements are now due to WCH Investments, LLC. pursuant to the Facilities Funding and Acquisition Agreement dated January 25, 2011 Acceptance of Cost Verification from EVO Consulting Services, Inc. for Reimbursement to Alkire Investments, Inc. in the amount of $2,104, dated October 29, 2010 pursuant to the Facilities Acquisition Agreement between the District and Alkire Investments, LLC and as such reimbursements are now due to WCH Investments, LLC. pursuant to the Facilities Funding and Acquisition Agreement dated January 25, 2011 Approval of Second Amendment to Independent Contractor Agreement with Long Corporation d/b/a Poop 911 for 2018 Dog Waste Removal Services Approval of Second Amendment to Independent Contractor Agreement with Aqua Sierra, Inc. for 2018 Pond Management Services Approval of Second Amendment to Independent Contractor Agreement with Keesen Landscape Management, Inc. for 2018 Landscaping Services Approval of First Amendment to Independent Contractor Agreement with Keesen Landscape Management, Inc. for 2017/2018 Snow Removal Services Approval of Independent Contractor Agreement with Waste Management for Port-a-Potty Legal Matters Consider Adoption of Ms. Tompkins presented the Board with the Resolution Calling Resolution Calling May 2018 the May 2018 Election. It was noted that Director Cavanaugh and Election Director Roboff are up for election in 2018 and that in the event there is a contested election, the District's election costs could be upwards of $20,000. Following discussion, upon a motion duly made and seconded, the Board unanimously adopted the resolution ;

6 Facilities Management Manager Update Mr. Brown informed the Board that Comcast Cable has been digging up and driving over District property and entering homeowner property without proper notice. Director Cavanaugh and Mr. Brown noted that they have been working with Comcast on the repairs and Comcast has started providing appropriate notice. Mr. Brown noted that native mowing has been completed, although Director Roboff noted a section that still needs to be done. Mr. Brown was instructed to follow up with Keesen regarding this issue. Mr. Brown noted that Poop 911 had some repairs at the Poop stations. He also discussed the potential need for winter watering for the trees. The Board instructed Mr. Brown to get a proposal on this matter Management Discuss Management Director Roboff and Director Cavanaugh gave an overview of the Interview Results interview process and noted they interviewed four management companies. Director Cavanaugh noted Stillwater's local presence and the fact that the HOA also renewed Stillwater for He also discussed some of the other larger companies that are national that have offices in the tech center area. Director Roboff and Director Cavanaugh recommended renewing with Stillwater for 2018 and noted to perhaps coordinate with the HOA next fall if the District wants to rebid management services for Mr. Brown also noted that Stillwater has recently hired more people to improve their response time. Consider Approval of 2018 Ms. Tompkins presented the Board with the 2018 Independent Independent Contractor Contractor Agreement with Stillwater Community Management, Agreement (District LLC for District management services. Following discussion, upon Management Services) with a motion duly made and seconded, the Board unanimously Stillwater Community approved the agreement. Management, LLC Financial Matters Consider Acceptance of Ms. Hunsche presented the Board with the September 30, 2017 Unaudited Financial unaudited financials and schedule of cash position updated as of Statements November 20, Following discussion, upon a motion duly made and seconded, the Board unanimously accepted the unaudited financials and schedule of cash position ;

7 Consider Ratification of Claims Payable Ms. Hunsche presented the Board with check numbers for consideration. Following discussion, upon a motion duly made and seconded, the Board unanimously ratified the checks. Conduct 2018 Budget Hearing and Consider Adoption of Resolution to Adopt 2018 Budget and Set Mill Levies Director Roboff opened the public hearing for the 2018 budget. Ms. Tompkins noted that notice for the public hearing was made in accordance with the applicable Colorado statutes. No written objections were received prior to the public hearing. After no public comment was made, the public hearing was closed. Ms. Hunsche presented the proposed 2018 budget to the Board for consideration and discussed the beginning fund deficit for 2018 and ending fund deficit of approximately $16,000 at the end of The Board engaged in a discussion regarding the 2017 budget overruns and the 2018 proposed budget. It was noted that the extra legal costs in 2017 were due, in part, to negotiations with Jefferson Center Metropolitan District Nos. 1 and 2. The Board discussed watering costs, the status and likelihood of obtaining a refund or credit from the City, and the estimated watering costs for The Board discussed 2017 snow removal costs and determined to reduce to $4,000 given the lack of snow in the forecast for the remainder of the year. The Board also engaged in a discussion regarding Keesen's landscaping budgets for 2017 and It was noted that the draft budget did not include their full $58,000 contract price for 2017 or their $69,000 proposal for 2018, which was received after preparation of the budget. It was also noted that their 2018 proposal was over $10,000 more for 2018 with no additional scope added. The Board determined to budget for a $33,000 developer contribution in 2018 to offset the beginning fund deficit and additional costs. Following discussion, upon a motion duly made and seconded, the Board unanimously adopted the budget, appropriated expenditures as reflected in the budget, subject to revisions discussed and subject to receipt of the 2017 Final Assessed Valuation. The Board certified mills in the General Fund and mills in the Debt Service Fund, both of which reflect a Gallagher adjustment but no mill levy increase. The Board also directed legal counsel and the District s accountant to certify the mill levy by December 15, 2017, and to file the 2018 budget by January 30, Conduct 2017 Budget Director Roboff opened the public hearing for the 2017 budget Amendment Hearing and amendment. Ms. Tompkins noted that notice for the public hearing Consider Adoption of was made in accordance with the applicable Colorado statutes. No ;

8 Resolution to Amend 2017 Budget written objections were received prior to the public hearing. After no public comment was made, the public hearing was closed. Following discussion, upon a motion a motion duly made and seconded, the Board determined to amend the 2017 General Fund to $350,000 and the Capital Projects Fund to $14,500,000 to account for the 2009 and 2010 costs accepted. Consider Engagement of Barnes Griggs & Associates, P.C. to Perform 2017 Audit Second Amendment to Poop 911/Second Amendment to Keesen for Landscape/First Amendment to Keesen for Snow Removal Discussion regarding Funding and Reimbursement Agreement (O&M) Whisper Creek Two 2018 Bond Matters Presentation from Committee - Discuss Potential Issuance of Junior Subordinate Limited Tax Bonds, Series 2018C-1 in the estimated amount of $1,351,000 and Subordinate Special Revenue Bonds, Series 2018C-2 in the estimated amount of $3,260,000 for the purpose of financing additional project costs (together, the 2018C Bonds") ; Ms. Tompkins presented the Board with the engagement letter of Barnes Griggs & Associates, P.C. to perform the 2017 Audit. Following discussion, upon a motion duly made and seconded, the Board unanimously approved the engagement. During the discussion on the 2018 budget, it was noted that Keesen's 2018 proposal is significantly above prior years with no additional scope. The Board rescinded approval of the Second Amendment to Poop 911, the Second Amendment to Keesen for Landscape, and the First Amendment to Keesen for Snow Removal that were approved as a part of the consent agenda and requested Mr. Brown obtain a bid from Metco for all three services and also to request a price reduction from Keesen. During the discussion on the 2018 budget, it was noted the District needs an advance from the developer during 2018 in addition to the funds advanced in The Board modified the approval of the Funding and Reimbursement Agreement that was approved on the consent agenda to include $33,000 for 2018, contingent upon the District needing the costs based on final landscape bids and costs. Ms. Vikki Fininen and Mr. Kurt Haegar discussed the process, information provided, and meetings held by the committee over the past few months. Ms. Fininen believes the residents feel better about the transparency and have the answers they were looking for, and although they might not like it, they understand the current financial obligations of the District, including the obligations owed to the developer. The Bonds proposed for 2018 are currently a C-1 series that would be secured by the District s existing debt service mill levy and sold to the market, and a C-2 series that would be secured by the District s TIF revenues above $180,000 received from Jefferson Center Metropolitan District No. 2 and would be likely be privately placed with the Developer. Both Mr. Haegar and Ms. Fininen approved of the proposed bond structure knowing that it will not increase the mill levy to the residents and that the reimbursements to the Developer under the 2018 bonds will expire no later than December 31,

9 2040, the same term as the existing reimbursement agreements with the Developer. There was also discussion regarding the requests to the Developer to fund additional capital improvements. The Developer has agreed to fund up to $80,000, over a two year period. The Developer has also agreed to fund the additional $33,000 deficit to the District s General Fund over time so long as it is necessary and the District otherwise stays within budget. Consider Engagement of Ms. Tompkins presented the Board with the engagement letter of Sherman & Howard as Sherman & Howard as District Disclosure Counsel for the 2018C District Disclosure Counsel Bonds. Following discussion, upon a motion duly made and for the 2018C Bonds seconded, the Board unanimously approved the engagement. Consider Engagement of Ms. Tompkins presented the Board with the engagement letter of D.A. Davidson & Co. as D.A. Davidson & Co. as Underwriter for the 2018C Bonds. Underwriter for the 2018C Following discussion, upon a motion duly made and seconded, Bonds the Board unanimously approved the engagement. Consider Engagement of Ms. Tompkins presented the Board with the engagement letter of Kutak Rock as Bond Kutak Rock as Bond Counsel for the 2018C Bonds. Following Counsel for the 2018C discussion, upon a motion duly made and seconded, the Board Bonds unanimously approved the engagement. Consider Approval of Fee Ms. Tompkins presented the Board with the Fee Disclosure for Disclosure for the 2018C the 2018C Bonds of White Bear Ankele Tanaka & Waldron. Bonds of White Bear Following discussion, upon a motion duly made and seconded, Ankele Tanaka & Waldron the Board unanimously approved the disclosure. Consider Approval of the Ms. Tompkins presented the Board with the Term Sheets Term Sheets regarding the regarding the 2018C Bonds. Following discussion, upon a motion 2018C Bonds duly made and seconded, the Board unanimously approved the term sheets. Other Business None. Next Regular Meeting The next regular meeting is scheduled for March 5, Adjournment There being no further business to come before the Board, following discussion and upon motion duly made, seconded and unanimously carried, the Board determined to adjourn the meeting ;

10 The foregoing constitutes a true and correct copy of the minutes of the above-referenced meeting. Secretary for the Meeting ;

11 RESOLUTION OF THE BOARDS OF DIRECTORS OF THE MOUNTAIN SHADOWS METROPOLITAN DISTRICT DESIGNATING THE DISTRICT S 24-HOUR POSTING LOCATIONS WHEREAS, the Mountain Shadows Metropolitan District (the District ) is a quasimunicipal corporation and political subdivision of the State of Colorado; and WHEREAS, pursuant to (1)(a), C.R.S., the District is a local public body and subject to the provisions of , et seq., C.R.S.; and WHEREAS, pursuant to (2), C.R.S., notice of the time and place for meetings of the Board of Directors of the District (the Board ) is required to be posted in three (3) public locations within the boundaries of the District at least seventy-two (72) hours before any regular or special meeting; and WHEREAS, (2)(c), C.R.S., provides that, in addition to any other means of full and timely notice, a local public body shall be deemed to have given full and timely notice if the notice of the meeting is posted in a designated public place within the boundaries of the local public body no less than twenty-four (24) hours prior to the holding of the meeting; and WHEREAS, pursuant to (2)(c), C.R.S., the public place or places for posting such notice shall be designated annually at the local public body s first regular meeting of each calendar year; and WHEREAS, the Board has determined to designate one of the three posting locations used for meeting notices in satisfaction of (2), C.R.S. as its designated posting location for notices under (2)(c), C.R.S. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD AS FOLLOWS: 1. Pursuant to (2)(c), C.R.S., the Board hereby designates the following location for the posting of its twenty-four (24) hour meeting notices: The northeast corner of Indiana Street and West 87 th Parkway :

12 ADOPTED this 5 th day of March, MOUNTAIN SHADOWS METROPOLITAN DISTRICT ATTEST: APPROVED AS TO FORM: WHITE BEAR ANKELE TANAKA & WALDRON Attorneys at Law General Counsel to the District Officer of the District [Signature Page to Resolution Designating the 24-Hour Posting Location.] :

13 (2017/2018) FUNDING AND REIMBURSEMENT AGREEMENT (Operations and Maintenance) This FUNDING AND REIMBURSEMENT AGREEMENT (the Agreement ) is effective as of January 1, 2017, by and between MOUNTAIN SHADOWS METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado (the District ), and WHISPER CREEK TWO, LLC, a Colorado limited liability company (the Developer ). RECITALS WHEREAS, the District has been duly and validly organized as a quasi-municipal corporation and political subdivision of the State of Colorado, in accordance with the provisions of Article 1, Title 32, Colorado Revised Statutes (the Special District Act ), with the power to provide certain public infrastructure, improvements and services, as described in the Special District Act, within and without its boundaries (collectively, the Public Infrastructure ), as authorized and in accordance with the Service Plan for Jefferson Center Metropolitan District No. 6 approved by the City of Arvada on March 1, 2004, as may be amended from time to time (the Service Plan ); and WHEREAS, the Developer has directed or intends to direct certain development activities or cause development activities to occur with respect to property included within and without the boundaries of the District (the Project ), which depend upon the timely delivery of the Public Infrastructure; and WHEREAS, the District has incurred and will incur costs in furtherance of the District s permitted purposes, including but not limited to: costs in the nature of general operating, administrative and maintenance costs, such as attorney, engineering, architectural, surveying, district management, accounting, auditing, insurance, and other costs necessary to continued good standing under applicable law (the Costs ); and WHEREAS, the District does not presently have financial resources to provide funding for payment of Costs that are projected to be incurred prior to the anticipated availability of funds; and WHEREAS, the District has determined that delay in the provision of the Public Infrastructure and the conduct of other service functions by the District will impair the ability to provide facilities and services necessary to support the Project on a timely basis; and WHEREAS, the Developer is willing to loan funds to the District, from time to time, on the condition that the District agrees to repay such loans, in accordance with the terms set forth herein; and :

14 WHEREAS, the District is willing to execute one or more reimbursement notes, bonds, or other instruments ( Reimbursement Obligations ), in an aggregate principal amount not to exceed the Maximum Loan Amount (as defined below), to be issued to or at the direction of the Developer upon its request, subject to the terms and conditions hereof, to further evidence the District s obligation to repay the funds loaned hereunder; and WHEREAS, the District anticipates repaying moneys advanced by the Developer hereunder, including as evidenced by any requested Reimbursement Obligations, with the proceeds of future bonds, ad valorem taxes, or other legally available revenues of the District determined to be available therefor; and WHEREAS, the District and the Developer desire to enter into this Agreement for the purpose of consolidating all understandings and commitments between such parties relating to the funding and repayment of the Costs; and WHEREAS, the Board of Directors of the District (the Board ) has determined that the best interests of the District and its property owners will be served by entering into this Agreement for the funding and reimbursement of the Costs; and WHEREAS, the Board has authorized their officers to execute this Agreement and to take all other actions necessary and desirable to effectuate the purposes of this Agreement. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the District and the Developer agree as follows: COVENANTS AND AGREEMENTS 1. Loan Amount and Term. The Developer agrees to loan to the District one or more sums of money, not to exceed the aggregate of $91,207 (the Maximum Loan Amount ). These funds shall be loaned to the District in one or a series of installments and shall be available to the District through December 31, 2018 (the Loan Obligation Termination Date ). 2. Intentionally Deleted. 3. Use of Funds. The District agrees that it shall apply all funds loaned by the Developer under this Agreement solely to Costs of the District as set forth from time to time in the annual adopted budget for the District, and pursuant to any contracts entered into with third parties to perform functions for the District under such adopted budget. It is understood that the District has budgeted or will budget as revenue from year to year the entire aggregate amount which may be borrowed hereunder to enable the District to appropriate revenues to pay the Costs included within the District s annual budget. The Developer shall be entitled to a quarterly accounting of the expenditures made by the District, upon request, and otherwise may request specific information concerning such expenditures at reasonable times and upon reasonable notice to the District :

15 4. Intentionally Deleted. 5. Obligations Irrevocable. a. The obligations created by this Agreement are absolute, irrevocable, unconditional, and are not subject to setoff or counterclaim. b. The Developer shall not take any action which would delay or impair the District s ability to receive the funds contemplated herein with sufficient time to properly pay approved invoices and/or notices of payment due. 6. Interest Prior to Issuance of Reimbursement Obligations. With respect to each loan advance made under this Agreement prior to the issuance of a Reimbursement Obligation reflecting such advance, the interest rate shall be 7.5% per annum, from the date any such advance is made, simple interest, to the earlier of the date the Reimbursement Obligation is issued to evidence such advance, or the date of repayment of such amount. Upon issuance of any such Reimbursement Obligation, unless otherwise consented to by the Developer, any interest then accrued on any previously advanced amount shall be added to the amount of loan advance and reflected as principal of the Reimbursement Obligation, and shall thereafter accrue interest as provided in such Reimbursement Obligation. 7. Terms of Repayment; Source of Revenues. a. Any funds advanced hereunder shall be repaid in accordance with the terms of this Agreement. The District intends to repay any advances for Costs from ad valorem taxes, fees, or other legally available revenues of the District, net of any debt service or current operations and maintenance costs of the District. Any mill levy certified by the District for the purpose of repaying advances made hereunder shall be subject to any restrictions provided in the District s Service Plan, electoral authorization, or any applicable laws. b. The provision for repayment of advances made hereunder, as set forth in Section 7(a) hereof, shall be at all times subject to annual appropriation by the District. c. At such time as the District issues Reimbursement Obligations to evidence an obligation to repay advances made under this Agreement, the repayment terms of such Reimbursement Obligation shall control and supersede any otherwise applicable provision of this Agreement, except for the Maximum Reimbursement Obligation Repayment Term (as defined below). 8. Issuance of Reimbursement Obligations. a. Subject to the conditions of this Section 8 and Section 9 hereof, upon request of the Developer, the District hereby agrees to issue to or at the direction of the Developer one or more Reimbursement Obligations to evidence any repayment obligation of the District then existing with respect to advances made under this Agreement. Such Reimbursement Obligations shall be payable solely from the sources identified in the :

16 Reimbursement Obligations, including, but not limited to, ad valorem property tax revenues of the District, and shall be secured by the District s pledge to apply such revenues as required hereunder, unless otherwise consented to by the Developer. Such Reimbursement Obligations shall mature on a date or dates, subject to the limitation set forth in the Maximum Reimbursement Obligation Repayment Term defined herein, and bear interest at a market rate, to be determined at the time of issuance of such Reimbursement Obligations. The District shall be permitted to prepay a Reimbursement Obligation, in whole or in part, at any time without redemption premium or other penalty, but with interest accrued to the date of prepayment on the principal amount prepaid. The District and the Developer shall negotiate in good faith the final terms and conditions of the Reimbursement Obligations. b. The term for repayment of any Reimbursement Obligation issued under this Agreement shall not extend beyond forty (40) years from the date of this Agreement ( Maximum Reimbursement Obligation Repayment Term ). c. The issuance of any Reimbursement Obligation shall be subject to the availability of an exemption from the registration requirements of , C.R.S., and shall be subject to such prior filings with the Colorado State Securities Commissioner as may be necessary to claim such exemption, in accordance with , C.R.S., and any regulations promulgated thereunder. d. In connection with the issuance of any such Reimbursement Obligation, the District shall make such filings as it may deem necessary to comply with the provisions of , C.R.S., as amended. e. The terms of this Agreement may be used to construe the intent of the District and the Developer in connection with issuance of any Reimbursement Obligations, and shall be read as nearly as possible to make the provisions of any Reimbursement Obligations and this Agreement fully effective. Should any irreconcilable conflict arise between the terms of this Agreement and the terms of any Reimbursement Obligation, the terms of such Reimbursement Obligation shall prevail. f. If, for any reason, a Reimbursement Obligation is determined to be invalid or unenforceable, the issuing District shall issue a new Reimbursement Obligation to the Developer that is legally enforceable, subject to the provisions of this Section 8. g. In the event that it is determined that payments of all or any portion of interest on a Reimbursement Obligation may be excluded from gross income of the holder thereof for federal income tax purposes upon compliance with certain procedural requirements and restrictions that are not inconsistent with the intended uses of funds contemplated herein and are not overly burdensome to the District, the District agrees, upon request of the Developer, to take all action reasonably necessary to satisfy the applicable provisions of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. 9. No Debt. It is hereby agreed and acknowledged that this Agreement evidences the District s intent to repay the Developer for advances made hereunder in accordance with the :

17 terms hereof. However, this Agreement shall not constitute a debt or indebtedness by the District within the meaning of any constitutional or statutory provision, nor shall it constitute a multiple-fiscal-year financial obligation. Further, the provision for repayment of advances made hereunder, as set forth in Section 7 hereof, and the agreement to issue a Reimbursement Obligation as set forth in Section 8 hereof, shall be at all times subject to annual appropriation by the District, in its absolute discretion. 10. Termination. a. The Developer s obligations to advance funds to the District in accordance with this Agreement shall terminate on December 31, 2018, (subject to the extension terms above), except to the extent advance requests have been made to the Developer that are pending by this termination date, in which case said pending request(s) will be honored notwithstanding the passage of the termination date. b. The District s obligations hereunder shall terminate at the earlier of the repayment in full of the Maximum Loan Amount (or such lesser amount advanced hereunder if it is determined by the District that no further advances shall be required hereunder) or forty (40) years from the execution date hereof. After forty (40) years from the execution of this Agreement, the Parties hereby agree and acknowledge that any obligation created by this Agreement which remains due and outstanding under this Agreement, including accrued interest, is forgiven in its entirety, generally and unconditionally released, waived, acquitted and forever discharged, and shall be deemed a contribution to the District by the Developer, and there shall be no further obligation of the District to pay or reimburse the Developer with respect to such amounts. 11. Time Is of the Essence. Time is of the essence hereof; provided, however, that if the last day permitted or otherwise determined for the performance of any required act under this Agreement falls on a Saturday, Sunday or legal holiday, the time for performance shall be extended to the next succeeding business day, unless otherwise expressly stated. 12. Notices and Place for Payments. All notices, demands and communications (collectively, Notices ) under this Agreement shall be delivered or sent by: (a) first class, registered or certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight carrier, addressed to the address of the intended recipient set forth below or such other address as either party may designate by notice pursuant to this Paragraph, or (c) sent by confirmed facsimile transmission, PDF or . Notices shall be deemed given either one business day after delivery to the overnight carrier, three days after being mailed as provided in clause (a) above, or upon confirmed delivery as provided in clause (c) above :

18 If to the District: Mountain Shadows Metropolitan District c/o White Bear Ankele Tanaka & Waldron Attention: Kristin B. Tompkins, Esq East Commons Avenue, Suite 2000 Centennial, Colorado (phone) (fax) If to the Developer: Whisper Creek Two, LLC Attention: Chris Elliott, Manager 7353 South Alton Way, Suite A-100 Englewood, CO (phone) 13. Amendments. This Agreement may only be amended or modified by a writing executed by both the District and the Developer. 14. Severability. If any portion of this Agreement is declared by any court of competent jurisdiction to be void or unenforceable, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect. In addition, in lieu of such void or unenforceable provision, there shall automatically be added as part of this Agreement a provision similar in terms to such illegal, invalid or unenforceable provision so that the resulting reformed provision is legal, valid and enforceable. 15. Applicable Laws. This Agreement and all claims or controversies arising out of or relating to this Agreement shall be governed and construed in accordance with the law of the State of Colorado, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Colorado. Venue for all actions arising from this Agreement shall be in the District Court in and for the county in which the District is located. 16. Assignment. This Agreement may not be assigned by the District without the express prior written consent of the other party, and any attempt to assign this Agreement in violation hereof shall be null and void. 17. Authority. By execution hereof, the District and the Developer represent and warrant that their respective representatives signing hereunder have full power and authority to execute this Agreement and to bind the respective party to the terms hereof. 18. Entire Agreement. This Agreement constitutes and represents the entire, integrated agreement between the District and the Developer with respect to the matters set forth herein and hereby supersedes any and all prior negotiations, representations, agreements or arrangements of any kind with respect to those matters, whether written or oral. This Agreement shall become effective upon the date of full execution hereof :

19 19. Legal Existence. The District will maintain its legal identity and existence so long as any of the advanced amounts contemplated herein remain outstanding. The foregoing statement shall apply unless, by operation of law, another legal entity succeeds to the liabilities and rights of the District hereunder without materially adversely affecting the Developer s privileges and rights under this Agreement. 20. Governmental Immunity. Nothing herein shall be construed as a waiver of the rights and privileges of the District pursuant to the Colorado Governmental Immunity Act, , et seq., C.R.S., as amended from time to time. 21. Negotiated Provisions. This Agreement shall not be construed more strictly against one party than against another merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being acknowledged that each party has contributed substantially and materially to the preparation of this Agreement. 22. Counterpart Execution. This Agreement may be executed in several counterparts, each of which may be deemed an original, but all of which together shall constitute one and the same instrument. Executed copies hereof may be delivered by facsimile or of a PDF document, and, upon receipt, shall be deemed originals and binding upon the signatories hereto. [Signature Page Follows] :

20 IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written. By the signature of its representative below, each party affirms that it has taken all necessary action to authorize said representative to execute this Assignment. DISTRICT: MOUNTAIN SHADOWS METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By: Officer of the District ATTEST: Secretary APPROVED AS TO FORM: WHITE BEAR ANKELE TANAKA & WALDRON Attorneys at Law General Counsel to the District :

21 DEVELOPER: WHISPER CREEK TWO, LLC, a Colorado limited liability company By: Name: Title: :

22 MOUNTAIN SHADOWS METROPOLITAN DISTRICT FINANCIAL STATEMENTS DECEMBER 31, 2017

23 General Debt Service Capital Projects Total ASSETS 1st Bank checking $ 9,350 $ - $ - $ 9,350 Colotrust , ,404 UMB A Bond Fund UMB A Project Fund UMB B Project Fund UMB A Indiana Street Project Fund - - 3,851 3,851 UMB - JCMD #1 Escrow , ,430 UMB A Surplus Fund - 82,971-82,971 UMB B Bond Fund Receivable from County Treasurer 1,793 7,472-9,265 Property Tax receivable 222, ,755-1,151,648 Due from other funds 3, ,300 Prepaid expense TOTAL ASSETS $ 237,970 $ 1,247,344 $ 577,539 $ 2,062,853 LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES MOUNTAIN SHADOWS METROPOLITAN DISTRICT BALANCE SHEET - GOVERNMENTAL FUNDS DECEMBER 31, 2017 CURRENT LIABILITIES Accounts payable $ 59,146 $ - $ - $ 59,146 Due to Jefferson Center District No. 2 20, ,989 Due to other funds - - 3,300 3,300 Total Liabilities 80,135-3,300 83,435 DEFERRED INFLOWS OF RESOURCES Deferred property tax 222, ,755-1,151,648 Total Deferred Inflows of Resources 222, ,755-1,151,648 FUND BALANCES Total Fund Balances (65,059) 318, , ,769 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES $ 237,970 $ 1,247,344 $ 577,539 $ 2,062,853 No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures and changes in fund balances - governmental funds have been omitted. 1

24 MOUNTAIN SHADOWS METROPOLITAN DISTRICT STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2017 REVENUES GENERAL FUND Amended Budget Year to Date Actual Variance Property taxes $ 183,699 $ 183,689 $ (10) Urban renewal 58,571 55,017 (3,554) Specific ownership tax 24,000 23,756 (244) Interest income 2,000 2, Maintenance fees 11,865 11,865 - Other revenue 2,500 2,500 - TOTAL REVENUES 282, ,875 (3,760) EXPENDITURES General and administrative Accounting 40,000 40,168 (168) Audit 4,800 4, County Treasurer's fee 2,755 2,756 (1) Legal 77,821 77, Facilities management 29,266 28, Office supplies 1, ,031 Transfers to Jefferson Center District No. 2 38,271 20,989 17,282 Insurance and bonds 8,000 9,052 (1,052) Miscellaneous 1,949 1, Engineering (388) Operations and maintenance Miscellaneous repairs - 1,015 (1,015) Landscape maintenance 60,000 60,176 (176) Water & sewer 50,000 54,900 (4,900) Gas & electric 1, Lighting Irrigation repairs 4,500 7,974 (3,474) Site clean up & dog waste 4,600 4, Snow removal 2,100 2, Mulch to rock replacement 7,750 7,750 - Retention pond maintenance 4,500 4, Sod repair 1,913 2,106 (193) Tract conveyance Fence stain 8,200 8,200 - TOTAL EXPENDITURES 350, ,003 10,997 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES (67,365) (60,128) 7,237 OTHER FINANCING SOURCES (USES) Developer advance 85,207 85,207 - TOTAL OTHER FINANCING SOURCES (USES) 85,207 85,207 - EXCESS OF REVENUES AND OTHER FINANCING SOURCES OVER (UNDER) EXPENDITURES AND OTHER FINANCING USES 17,842 25,079 7,237 FUND BALANCES - BEGINNING (90,141) (90,141) - FUND BALANCES - ENDING $ (72,299) $ (65,059) $ 7,240 No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures and changes in fund balances governmental funds have been omitted. 2

25 SUPPLEMENTARY INFORMATION

26 MOUNTAIN SHADOWS METROPOLITAN DISTRICT SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2017 REVENUES Annual Budget Year to Date Actual Variance Property taxes $ 765,411 $ 765,369 $ (42) Urban renewal 247, ,237 (18,526) Specific ownership tax 81,050 98,984 17,934 Interest income 1,400 8,063 6,663 TIF - Urban Renewal 155, , ,331 TOTAL REVENUES 1,251,265 1,419, ,360 EXPENDITURES County Treasurer's fee 11,481 11,483 (2) Paying agent fees 3,500 5,500 (2,000) Bond interest - Series 2016A 816, ,575 - Bond interest - Series 2016B 173, ,614 12,004 Bond principal - Series 2016A 195, ,000 - Contingency 1,160-1,160 TOTAL EXPENDITURES 1,201,334 1,190,172 11,162 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES 49, , ,522 OTHER FINANCING SOURCES (USES) DEBT SERVICE FUND TOTAL OTHER FINANCING SOURCES (USES) EXCESS OF REVENUES AND OTHER FINANCING SOURCES OVER (UNDER) EXPENDITURES AND OTHER FINANCING USES 49, , ,522 FUND BALANCES - BEGINNING 250,069 89,136 (160,933) FUND BALANCES - ENDING $ 300,000 $ 318,589 $ 18,589 No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures and changes in fund balances governmental funds have been omitted. 4

27 MOUNTAIN SHADOWS METROPOLITAN DISTRICT SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2017 REVENUES Amended Budget Year to Date Actual Variance Interest income $ - $ 5,929 $ 5,929 TIF - day care parcel 14,000 62,319 48,319 TIF - prior to , ,089 TIF - non pledge - 299, ,442 TOTAL REVENUES 14, , ,779 EXPENDITURES CAPITAL PROJECTS FUND Legal 5,000-5,000 Paying agent fees - 2,000 (2,000) Capital outlay 13,335,475 13,025, ,125 Accounting 3,000-3,000 Repay developer advance 1,137,241 1,137,241 - Engineering - 3,300 (3,300) TOTAL EXPENDITURES 14,480,716 14,167, ,825 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES (14,466,716) (13,531,112) 935,604 OTHER FINANCING SOURCES (USES) Developer advance 12,978,570 12,597,921 (380,649) TOTAL OTHER FINANCING SOURCES (USES) 12,978,570 12,597,921 (380,649) EXCESS OF REVENUES AND OTHER FINANCING SOURCES OVER (UNDER) EXPENDITURES AND OTHER FINANCING USES (1,488,146) (933,191) 554,955 FUND BALANCES - BEGINNING 1,507,430 1,507,430 0 FUND BALANCES - ENDING $ 19,284 $ 574,239 $ 554,955 No assurance is provided on these financial statements. Substantially all required disclosures, the government-wide financial statements, and the statement of revenues, expenditures and changes in fund balances - governmental funds have been omitted. 5

28 General Debt Capital Fund Service Fund Projects Fund Total FirstBank - Checking Balance as of 12/31/17 $ 9, $ - $ - $ 9, Subsequent activities: 02/01/18 - CSDPLP - Insurance Payment (8,282.07) (8,282.07) 02/02/18 - Deposit Maint. Fee /14/18 - Deposit Water reimbursement 18, , Anticipated transfer from Colotrust 14, , Current accounts payable (77,662.71) (77,662.71) Anticipated Balance (43,775.66) (43,775.66) Colotrust Balance as of 12/31/ , , Subsequent activities: 01/10/18 - Property/SO taxes 1, , , /11/18 - Transfer to UMB Bank (217,200.00) (217,200.00) 01/31/18 - Interest earned /10/18 - Property/SO taxes 11, , , Anticipated transfer to Checking (14,000.00) - (14,000.00) Anticipated Balance , , UMB A Bond Fund Balance as of 12/31/ Subsequent activities: - 01/31/17 - Interest earned Anticipated Balance UMB A Surplus Fund Balance as of 12/31/17-82, , Subsequent activities: - 01/11/18 - Transfer from Colotrust 217, , /31/18 - Interest earned Anticipated Balance - 300, , UMB A Project Fund Balance as of 12/31/ Subsequent activities: - 01/31/18 - Interest earned Anticipated Balance UMB A Project Fund - Indiana Balance as of 12/31/ , , Subsequent activities: - 01/31/18 - Interest earned Anticipated Balance - - 3, , UMB B Bond Fund Balance as of 12/31/ Subsequent activities: 01/31/18 - Fees (1.91) (1.91) Anticipated Balance UMB B Project Fund Balance as of 12/31/ Subsequent activities: /31/18 - Interest earned Anticipated Balance UMB - JCMD #1 Escrow Balance as of 12/31/ , , Subsequent activities: - 01/31/18 Interest earned Anticipated Balance , , Yield information (as of 12/31/17): Colotrust % MOUNTAIN SHADOWS METROPOLITAN DISTRICT Schedule of Cash Position 12/31/2017 Updated as of a February 22, 2018 Anticipated Balances $ (43,684.41) $ 368, $ 577, $ 902,620.48

29 Current Year Prior Year Delinquent Specific Net % of Total Property Total % of Total Property Property Urban Taxes, Rebates Ownership Treasurer's Amount Taxes Received Cash Taxes Received Taxes Tax Increment and Abatements Taxes Interest Fees Received Monthly Y-T-D Received Monthly Y-T-D January $ 12, $ - $ - $ 9, $ - $ (185.03) $ 21, % 1.30% $ 10, % 0.35% February 426, , (6,390.82) 428, % 46.19% 398, % 44.72% March 30, , (463.81) 40, % 49.45% 42, % 48.64% April 66, , (999.99) 74, % 56.47% 96, % 58.75% May 86, , (1,302.26) 94, % 65.62% 44, % 62.85% June 320, , (4,804.39) 325, % 99.36% 327, % 99.16% July 3, , (49.31) 14, % 99.70% 13, % 99.78% August 2, , (43.13) 14, % 99.99% 8, % 99.81% September , , % 99.99% 8, % 99.81% October 12, , % 99.99% 10, % 99.97% November 10, , % 99.99% 7, % 99.97% December 9, , % 99.99% 7, % 99.97% $ 949, $ - $ - $ 122, $ $ (14,238.74) $ 1,057, % 99.99% $ 977, % 99.97% Taxes Levied % of Levied MOUNTAIN SHADOWS METROPOLITAN DISTRICT Property Taxes Reconciliation 2017 Property Taxes Collected % Collected to Amount Levied Property Tax General Fund mills $ 183, % $ 183, % Debt Service Fund mills 765, % 765, % Total $ 949, % $ 949, % Specific Ownership Tax General Fund $ 19, % $ 23, % Debt Service Fund 81, % 98, % Total $ 100, % $ 122, % Treasurer's Fees General Fund $ 2, % $ 2, % Debt Service Fund 11, % 11, % Total $ 14, % $ 14, % 7

30 Current Year Prior Year Delinquent Specific Net % of Total Property Total % of Total Property Property Urban Taxes, Rebates Ownership Treasurer's Amount Taxes Received Cash Taxes Received Taxes Tax Increment and Abatements Taxes Interest Fees Received Monthly Y-T-D Received Monthly Y-T-D January $ 50, $ - $ - $ 11, $ - $ (761.73) $ 61, % 4.41% $ 21, % 1.30% February 0.00% 4.41% 428, % 46.19% March 0.00% 4.41% 40, % 49.45% April 0.00% 4.41% 74, % 56.47% May 0.00% 4.41% 94, % 65.62% June 0.00% 4.41% 325, % 99.36% July 0.00% 4.41% 14, % 99.70% August 0.00% 4.41% 14, % 99.99% September 0.00% 4.41% 10, % 99.99% October 0.00% 4.41% 12, % 99.99% November 0.00% 4.41% 10, % 99.99% December 0.00% 4.41% 9, % 99.99% $ 50, $ - $ - $ 11, $ - $ (761.73) $ 61, % 4.41% $ 1,057, % 99.99% Taxes Levied % of Levied MOUNTAIN SHADOWS METROPOLITAN DISTRICT Property Taxes Reconciliation 2018 Property Taxes Collected % Collected to Amount Levied Property Tax General Fund mills $ 222, % $ 9, % Debt Service Fund mills 928, % 40, % Total $ 1,151, % $ 50, % Specific Ownership Tax General Fund $ 26, % $ 2, % Debt Service Fund 108, % 9, % Total $ 135, % $ 11, % Treasurer's Fees General Fund $ 3, % $ % Debt Service Fund 13, % % Total $ 17, % $ %

31 Mountain Shadows Metropolitan District Cash Requirement Report - Detailed All Dates Gross Discount Net Cash GL Account Description Open Amount Available Open Amount Required CERTAPRO CertaPro Painters Reference: KK5BE Date: 08/19/17 Discount exp date: GL AP account: Due date: 08/19/17 Payment term: Fence stain - CertaPro Painters 8, Totals 8, , , ARVADA City of Arvada Totals for CertaPro Painters 8, , , Reference: Date: 01/22/18 Discount exp date: GL AP account: Due date: 01/22/18 Payment term: Water & sewer - City or Arvada 5.83 Totals Reference: Date: 01/22/18 Discount exp date: GL AP account: Due date: 01/22/18 Payment term: Water & sewer - City or Arvada Totals Reference: Date: 01/22/18 Discount exp date: GL AP account: Due date: 01/22/18 Payment term: Water & sewer - City or Arvada 9.15 Totals Reference: Date: 01/22/18 Discount exp date: GL AP account: Due date: 01/22/18 Payment term: Water & sewer - City or Arvada 9.15 Totals Reference: Date: 01/22/18 Discount exp date: GL AP account: Due date: 01/22/18 Payment term: Water & sewer - City or Arvada Totals Reference: Date: 01/22/18 Discount exp date: GL AP account: Due date: 01/22/18 Payment term: Water & sewer - City or Arvada 5.83 Totals Reference: Date: 01/22/18 Discount exp date: GL AP account: Due date: 01/22/18 Payment term: Water & sewer - City or Arvada Totals Reference: Date: 01/22/18 Discount exp date: GL AP account: Due date: 01/22/18 Payment term: Water & sewer - City or Arvada Totals Reference: Date: 01/22/18 Discount exp date: GL AP account: Due date: 01/22/18 Payment term: Water & sewer - City or Arvada Totals Totals for City of Arvada

32 Mountain Shadows Metropolitan District Cash Requirement Report - Detailed All Dates Gross Discount Net Cash GL Account Description Open Amount Available Open Amount Required CLA CliftonLarsonAllen LLP Reference: Date: 09/30/17 Discount exp date: GL AP account: Due date: 09/30/17 Payment term: Accounting - CliftonLarsonAllen LLP 6, Totals 6, , , Reference: Date: 10/31/17 Discount exp date: GL AP account: Due date: 10/31/17 Payment term: Accounting - CliftonLarsonAllen LLP 4, Totals 4, , , Reference: Date: 11/30/17 Discount exp date: GL AP account: Due date: 11/30/17 Payment term: Accounting - CliftonLarsonAllen LLP 3, Totals 3, , , Reference: Date: 12/31/17 Discount exp date: GL AP account: Due date: 12/31/17 Payment term: Accounting - CliftonLarsonAllen LLP 1, Totals 1, , , KEESEN Totals for CliftonLarsonAllen LLP 17, , , Keesen Landscape Management Reference: Date: 11/01/17 Discount exp date: GL AP account: Due date: 11/01/17 Payment term: Landscape maintenance - Keesen Landscape Management 5, Totals 5, , , Reference: Date: 12/01/17 Discount exp date: GL AP account: Due date: 12/01/17 Payment term: Landscape maintenance - Keesen Landscape Management 5, Totals 5, , , Reference: Date: 12/22/17 Discount exp date: GL AP account: Due date: 12/22/17 Payment term: Snow removal - Keesen Landscape Management Totals Reference: 939 Date: 01/01/18 Discount exp date: GL AP account: Due date: 01/01/18 Payment term: Landscape maintenance - Keesen Landscape Management 3, Totals 3, , , Reference: 1405 Date: 02/01/18 Discount exp date: GL AP account: Due date: 02/01/18 Payment term: Landscape maintenance - Keesen Landscape Management 3, Totals 3, , , Totals for Keesen Landscape Management 19, , , POOP Poop 911

33 Mountain Shadows Metropolitan District Cash Requirement Report - Detailed All Dates Gross Discount Net Cash GL Account Description Open Amount Available Open Amount Required Reference: 1453 Date: 12/31/17 Discount exp date: GL AP account: Due date: 12/31/17 Payment term: Site clean up & dog waste - Poop Totals Reference: 1455 Date: 01/31/18 Discount exp date: GL AP account: Due date: 01/31/18 Payment term: Site clean up & dog waste - Poop Totals SDA Special District Association Totals for Poop Reference: Date: 02/07/18 Discount exp date: GL AP account: Due date: 02/07/18 Payment term: Dues and licenses - Special District Association Totals STILLWATER Totals for Special District Association Stillwater Community Mgmt LLC Reference: Date: 12/31/17 Discount exp date: GL AP account: Due date: 12/31/17 Payment term: Office supplies - Stillwater Community Mgmt LLC 7.35 Totals Reference: Date: 01/01/18 Discount exp date: GL AP account: Due date: 01/01/18 Payment term: Facilities management - Stillwater Community Mgmt LLC 2, Totals 2, , , Reference: Date: 02/01/18 Discount exp date: GL AP account: Due date: 02/01/18 Payment term: Facilities management - Stillwater Community Mgmt LLC 2, Totals 2, , , WBA Totals for Stillwater Community Mgmt LLC 4, , , White Bear Ankele Tanaka & Waldron Reference: Date: 09/25/17 Discount exp date: GL AP account: Due date: 09/25/17 Payment term: Legal - White Bear Ankele Tanaka & Waldron 9, Totals 9, , , Reference: Date: 10/25/17 Discount exp date: GL AP account: Due date: 10/25/17 Payment term: Legal - White Bear Ankele Tanaka & Waldron 3, Totals 3, , , Reference: Date: 11/25/17 Discount exp date: GL AP account: Due date: 11/25/17 Payment term: Legal - White Bear Ankele Tanaka & Waldron 5,471.28

34 Mountain Shadows Metropolitan District Cash Requirement Report - Detailed All Dates Gross Discount Net Cash GL Account Description Open Amount Available Open Amount Required Totals 5, , , Reference: Date: 12/25/17 Discount exp date: GL AP account: Due date: 12/25/17 Payment term: Legal - White Bear Ankele Tanaka & Waldron 4, Totals 4, , , Reference: Date: 01/25/18 Discount exp date: GL AP account: Due date: 01/25/18 Payment term: Legal - White Bear Ankele Tanaka & Waldron 3, Totals 3, , , XCEL Totals for White Bear Ankele Tanaka & Waldron 26, , , Xcel Energy Reference: Date: 12/15/17 Discount exp date: GL AP account: Due date: 12/15/17 Payment term: Gas & electric - Xcel Energy Totals Reference: Date: 01/11/18 Discount exp date: GL AP account: Due date: 01/11/18 Payment term: Gas & electric - Xcel Energy Totals Reference: Date: 01/11/18 Discount exp date: GL AP account: Due date: 01/11/18 Payment term: Gas & electric - Xcel Energy Totals Reference: Date: 01/11/18 Discount exp date: GL AP account: Due date: 01/11/18 Payment term: Gas & electric - Xcel Energy Totals Reference: Date: 01/15/18 Discount exp date: GL AP account: Due date: 01/15/18 Payment term: Gas & electric - Xcel Energy Totals Reference: Date: 02/09/18 Discount exp date: GL AP account: Due date: 02/09/18 Payment term: Gas & electric - Xcel Energy Totals Reference: Date: 02/09/18 Discount exp date: GL AP account: Due date: 02/09/18 Payment term: Gas & electric - Xcel Energy Totals Reference: Date: 02/09/18 Discount exp date: GL AP account: Due date: 02/09/18 Payment term: Gas & electric - Xcel Energy Totals Totals for Xcel Energy

35 Mountain Shadows Metropolitan District Cash Requirement Report - Detailed All Dates Gross Discount Net Cash GL Account Description Open Amount Available Open Amount Required Company Totals 77, , ,662.71

36 Mountain Shadows Metropolitan District Check List All Bank Accounts December 4, February 14, 2018 Interim Checks Check Number Check Date Payee Amount Vendor Checks Check count = /22/17 City of Arvada /22/17 Keesen Landscape Management 5, /22/17 Poop /22/17 Stillwater Community Mgmt LLC 3, /22/17 Xcel Energy ACH 02/01/18 CO Special Districts P&L Pool 8, Vendor Check Total 19, Check List Total 19,

37 North Slope Capital Advisors th Street, Suite 900 Denver, CO STEPH CHICHESTER (303) NICK TAYLOR (303) Board of Directors Mountain Shadows Metropolitan District c/o Kristin Bowers Tompkins White Bear Ankele Tanaka & Waldron 2154 E. Commons Avenue #2000 Centennial, CO February 28, 2018 Re: External Financial Advisor Scope of Services Engagement Letter 2018 C-1 and C-2 Board of Directors: The purpose of this letter is to set forth certain matters concerning the services North Slope Capital Advisors will perform as External Financial Advisor to the Mountain Shadows Metropolitan District (the District ). North Slope Capital Advisors is a financial firm that advises Colorado governmental entities on matters relating to the issuance of securities, including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities. North Slope Capital Advisors is an independent registered municipal advisor, listed as a public finance advisor in the Bond Buyer s Municipal Market Place. North Slope s employees are not officers or employees of the District and have not been otherwise engaged to provide services in connection with the 2018 C-1 Limited Tax Junior Lien Subordinate General Obligation Bonds in the approximate principal amount of $1,994,000 and the 2018C-2 Subordinate Special Revenue Bonds in the approximate principal amount $3,260,000. North Slope Capital Advisors has a fiduciary duty of loyalty and care, including a duty to put the financial interests of the District ahead of its own business interests. North Slope Capital Advisors will be engaged by the District in accordance with industry best practices to perform the work outlined in the Scope of Services section below and shall be compensated for those services as provided in the Fees section below. For more information on the municipal advisory practices and protections, the District can access the municipal advisory client brochure on the MSRB s website at SCOPE OF SERVICES In this engagement, we expect to perform the following duties: Engagement Letter for Financial Advisory Services: Mountain Shadows Metropolitan District and North Slope Capital Advisors

38 NORTH SLOPE CAPITAL ADVISORS Mountain Shadow Metropolitan District February 28, 2018 Page 2 1) External Financial Advisor North Slope will provide the District with certifications in connection with the 2018 C-1 Limited Tax Junior Lien Subordinate General Obligation Bonds and the 2018C-2 Subordinate Special Revenue Bonds that: 1) the net effective interest rate on the proposed financing does not exceed a reasonable current interest rate based on our analysis of comparable high yield securities, and 2) the issue structure, including maturities and early redemption provisions, is reasonable considering the financial circumstances of the District. North Slope will be fully available to the District to provide any other External Financial Advisor services not listed above to ensure successful pricing and closing of the transaction as necessary. FEES Contingent Fee Proposal Our External Financial Advisor fee is provided below, payable only when the proposed financing is successfully priced and closed. This fee covers the scope of services listed above and any other activities required to ensure the successful pricing and closing of the transaction. External Financial Advisory Services $6,000 We look forward to working with you and your team on this engagement. Please do not hesitate to contact us with any questions. Please execute the enclosed copy of this letter and return it to the undersigned via . NORTH SLOPE CAPITAL ADVISORS ACCEPTED AND AGREED TO: MOUNTAIN SHADOWS METROPOLITAN DISTRICT By Name: Title: Date: By Name: Title: Date: Engagement Letter for Financial Advisory Services: Mountain Shadows Metropolitan District and North Slope Capital Advisors

39 NORTH SLOPE CAPITAL ADVISORS Mountain Shadow Metropolitan District February 28, 2018 Page 3 DISCLOSURE STATEMENT This Disclosure Statement is provided by the Financial Advisor to the District in connection with this draft engagement letter dated February 28, This Disclosure Statement provides information regarding conflicts of interest and legal or disciplinary events that the Financial Advisor is required to disclose to the District pursuant to MSRB Rule G-42(b) and (c)(ii). There are no known material conflicts of interest known to the Financial Advisor in connection with the Scope of Services under this engagement letter and there are no legal or disciplinary events that are material to the District s evaluation of the Financial Advisor or the integrity of the Financial Advisor s management or advisory personnel disclosed, or that should be disclosed, on any Form MA or Form MA-I filed with the SEC. For reference, the Financial Advisor s most recent Form MA and each most recent Form MA-I filed with the SEC are available on the SEC s EDGAR system at North Slope Capital Advisors Filings. The SEC permits certain items of information required on Form MA or MA-I to be provided by reference to such required information already filed by the Financial Advisor and the Financial Advisor has not made any material legal or disciplinary event disclosures on Form MA or any Form MA-I filed with the SEC. As required by MSRB Rule G-42, this Disclosure Statement may be supplemented or amended, from time to time as needed, to reflect changed circumstances resulting in new conflicts of interest or changes in the conflicts of interest described above, or to provide updated information with regard to any legal or disciplinary events of the Financial Advisor. The Financial Advisor will provide the District with any such supplement or amendment as it becomes available throughout the term of the engagement. Engagement Letter for Financial Advisory Services: Mountain Shadows Metropolitan District and North Slope Capital Advisors

40 PROPOSAL FOR PROFESSIONAL PLANNING AND ECONOMIC SERVICES TO: Mountain Shadows Metropolitan District. FROM: King & Associates, Inc. DATE: March 1, FOR: OBJECTIVE: SCOPE OF SERVICES Task 1: Valuation and Analysis Special district appreciation and valuation analysis. Valuation and appreciation analysis for planned residential and commercial development in Mountain Shadows Metropolitan District. King & Associates, Inc. will complete a valuation and appreciation analysis for residential and commercial property in Jefferson County, Colorado. Using assessor records, taxable actual value of existing projects in Jefferson County that are comparable to planned commercial development in the District will be researched. Comparable values will be used to project the taxable value (per square foot value) for development planned in the District. This work will also include an estimate of commercial development potential and absorption for commercial zoned land in the District as well as projected commercial demand in the trade area surrounding the District. Additionally, an appreciation analysis will be completed for residential and commercial development planned in the District, including an ongoing appreciation rate projection. Timing, Budget and Work Product There will be two work products for Task 1. The first will involve an appreciation rate projection memorandum for residential development planned in the District. The second will include a valuation analysis along with an ongoing appreciation projection for commercial development planned in the District. The budget for the residential appreciation analysis is $3,000. The budget for the commercial valuation and appreciation analysis is $6, W. Cimarrona Peak Littleton, Colorado

41 AGREEMENT FOR PROFESSIONAL PLANNING AND ECONOMIC SERVICES Between: Mountain Shadows Metropolitan District. And: For: Objective: Budget: Advance: King & Associates, Inc. Special District Appreciation and Valuation Analysis. Valuation and appreciation analysis for planned residential and commercial development in Mountain Shadows Metropolitan District. Task 1: $3,000 residential appreciation analysis, $6,000 commercial valuation and appreciation analysis. n/a Hourly rates for King & Associates, Inc.: Bruce Martin $150, Associates $35-$100 Direct Expenses: All other expenses for printing, reproduction, computer time, telephone, photocopying, travel, etc., are in addition to labor charges and are charged at actual cost plus 10%. Authorization to Proceed: Services covered by this authorization shall be performed in accordance with provisions stated in the attached Exhibit A. Invoices will be submitted on a monthly basis and, beyond the Advance, are due and payable as indicated per each invoice. This fee estimate is subject to revision if the project entails more time than estimated or if problems are encountered that are unforeseeable at the commencement of the project. In this event, we will discuss the matter with you so that a mutually acceptable revision may be made. If the time spent on this project is less than estimated, we will bill you a lesser amount. Approved by Client: Approved by King & Associates, Inc. Date Date March 1, W. Cimarrona Peak Littleton, Colorado

42 EXHIBIT A ATTACHED TO PROFESSIONAL PLANNING SERVICES AGREEMENT BY AND BETWEEN KING & ASSOCIATES, INC. AND CLIENT The terms and conditions contained in this Exhibit are attached to the referenced Agreement and are incorporated therein. Payment: Should the Agreement provide for an advance fee, it shall be payable upon the execution of the Agreement. Invoices for services, rendered and for costs and expenses will be submitted on a monthly basis. Final payment for all services and for all costs and expenses shall be due upon completion of the work contemplated by the Agreement. Advances received by King & Associates, Inc. will be deducted from the first billing. Invoices are due and payable upon receipt. Should payment not be made within thirty (30) days of the invoice date, the amount unpaid shall bear service charges at the rate of 1% per month commencing thirty (30) days from the statement date. If payment is not made within thirty (30) days of the invoice date, work may be suspended until payment has been received. Arbitration: In the event of any dispute arising under the terms of this Agreement or in the event of nonpayment and the matter is turned over to another party for collection, the party prevailing in such dispute or action shall be entitled, in addition to other damages or costs, to receive reasonable attorneys' fees and court costs from the other party. Fees shall be awarded and paid whether such dispute is settled through litigation, arbitration, or through amicable settlement. Termination: This Agreement may be terminated without cause by either party by written notice from one party to the other at least seven (7) days prior to termination. Upon termination, payment will be made to King & Associates, Inc. as covered above for all services authorized and performed, plus reimbursable expenses up to the date of termination. Limitation of Liability: The Client agrees to limit King & Associates, Inc.'s liability for any cause or combination of causes in aggregate, to an amount no greater than the fee earned W. Cimarrona Peak Littleton, Colorado

43 CliftonLarsonAllen LLP 8390 East Crescent Parkway, Suite 500 Greenwood Village, Co CliftonLarsonAllen fax CLAconnect corn August 4, 2017 The Board of Directors of Mountain Shadows Metropolitan District Jefferson County, Colorado This letter is to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. Kevin Collins will be the engagement principal and is responsible for supervising the engagement and signing the report or authorizing another individual to sign it. Dawn Jones will also be assigned to your account. This arrangement ensures that other people you know will be familiar with your engagement. It also provides a person who can substitute for Kevin should he not be available. We hope you will contact either of these people when you believe the firm can be of assistance. We will compile, in accordance with attestation standards established by the American Institute of Certified Public Accountants, from information provided by the members of the Board of Directors of Mountain Shadows Metropolitan District (the "District") (collectively, "Management"), the forecasted surplus cash balances and cash receipts and disbursements and the summary of significant forecast assumptions and accounting policies of the District for the General Fund and the Debt Service Fund for the calendar years ending 2017 through A compilation is limited to presenting, in the form of a financial forecast, information that is the representation of Management. We will not examine the financial forecast and therefore will not express any form of assurance on the achievability of the forecast or the reasonableness of the underlying assumptions. A compilation of a financial forecast involves assembling the forecast based on Managements assumptions and performing certain other procedures with respect to the forecast without evaluating the support for, or expressing an opinion or any form of assurance on, the assumptions underlying it. If for any reason we are unable to complete our compilation of your financial forecast, we will not issue a report on it as a result of this engagement. A financial forecast presents, to the best of Managements knowledge and belief, the District's expected surplus cash balances and cash receipts and disbursements for the forecast period. It is based on Management's assumptions, reflecting conditions it expects to exist and the course of action it expects to take during the forecast period. Management is responsible for representations about the District's plans and expectations and for disclosure of significant information that might affect the ultimate realization of the forecasted results. There will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Our report will contain a statement to that effect. We have no responsibility to update our report for events and circumstances occurring after the date of our report. A rnenber ci Nexia Intern ation ci

44 August 4, 2017 Mountain Shadows Metropolitan District Page 2 At the conclusion of the engagement, Management agrees to supply us with a signed representation letter that, among other things, will confirm Management's responsibility for the underlying assumptions and the appropriateness of the financial forecast and its presentation. In order for us to complete the engagement, Management must provide assumptions that are appropriate for the forecast. If the assumptions provided are inappropriate and have not been revised to our satisfaction, we will be unable to complete the engagement and, accordingly, we will not issue a report on the forecast. It is our understanding that the primary intent of engaging our professional services is for the benefit of the District. Our services are not intended to benefit or influence any other person or entity. If Management intends to reproduce and publish the forecast and our report thereon, they must be reproduced in their entirety and both the first and subsequent corrected drafts of the document containing the forecast and any accompanying material must be submitted to us for approval. Our fee for these services will be based on the actual time spent at our standard hourly rates plus other costs incurred and will be billed to you monthly as the work progresses. Bills for services are due when submitted. If a bill for services is not paid when due, we reserve the right to cease work and withdraw from the engagement. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination even if we have not issued our report. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination. Our hourly rates currently in effect for these services are as follows: Principal/Chief Financial Officer $230 - $375 Controller $160 - $200 Senior $130 - $150 Staff $ 90-$120 Accounts Payable Specialist $ 75 - $ 85 Administrative support $ 70 - $100 You hereby agree that if any statement is not paid within 30 days from its date, that the balance remaining from time-to-time unpaid shall draw interest at the monthly rate of 134%, which is an annual percentage rate of 18%. In the event that any collection action is required to collect unpaid balances due us, reasonable attorney fees and expenses shall be recoverable. This engagement is limited to that described in this letter. As such, you understand and agree that we are acting solely as accountants. We are not acting in any way as a fiduciary or assuming any fiduciary responsibilities for you. CliftonLarsonAllen LLP certifies that as of the date of this letter, it does not knowingly employ or contract with an illegal alien to perform work under this Agreement. We have confirmed or attempted to confirm the employment eligibility of all employees who are newly hired for employment in the United States through participation in the Basic Pilot Program. The District may terminate this Agreement if we do not comply with the provisions of C.R.S (2) and we shall be liable for actual and consequential damages to the District. We shall comply with any reasonable request of the Colorado Department of Labor and Employment made in the course of an investigation pursuant to C.R.S (5).

45 Vice President

46 Clifton LarsonAUen CliftonLarsonAllen LLP 8390 East Crescent Parkway, Suite 500 Greenwood Village, CO I fax CLAconnect.com February 6, 2018 The Board of Directors of Mountain Shadows Metropolitan District Jefferson County, Colorado This letter is to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. Sarah Hunsche will be the engagement principal and is responsible for supervising the engagement and signing the report or authorizing another individual to sign it. Dawn Herrington will also be assigned to your account. This arrangement ensures that other people you know will be familiar with your engagement. It also provides a person who can substitute for Sarah should she not be available. We hope you will contact either of these people when you believe the firm can be of assistance. We will compile, in accordance with attestation standards established by the American Institute of Certified Public Accountants, from information provided by the members of the Board of Directors of Mountain Shadows Metropolitan District (the "District") (collectively, "Management"), the forecasted surplus cash balances and cash receipts and disbursements and the summary of significant forecast assumptions and accounting policies of the District for the General Fund and the Debt Service Fund for the calendar years ending 2018 through A compilation is limited to presenting, in the form of a financial forecast, information that is the representation of Management. We will not examine the financial forecast and therefore will not express any form of assurance on the achievability of the forecast or the reasonableness of the underlying assumptions. A compilation of a financial forecast involves assembling the forecast based on Managements assumptions and performing certain other procedures with respect to the forecast without evaluating the support for, or expressing an opinion or any form of assurance on, the assumptions underlying it. If for any reason we are unable to complete our compilation of your financial forecast, we will not issue a report on it as a result of this engagement. A financial forecast presents, to the best of Managements knowledge and belief, the District's expected surplus cash balances and cash receipts and disbursements for the forecast period. It is based on Management's assumptions, reflecting conditions it expects to exist and the course of action it expects to take during the forecast period. Management is responsible for representations about the District's plans and expectations and for disclosure of significant information that might affect the ultimate realization of the forecasted results. There will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Our report will contain a statement to that effect. We have no responsibility to update our report for events and circumstances occurring after the date of our report. A member of Nexia Intern ational

47 February 6, 2018 Mountain Shadows Metropolitan District Pace 2 At the conclusion of the engagement, Management agrees to supply us with a signed representation letter that, among other things, will confirm Management's responsibility for the underlying assumptions and the appropriateness of the financial forecast and its presentation. In order for us to complete the engagement, Management must provide assumptions that are appropriate for the forecast. If the assumptions provided are inappropriate and have not been revised to our satisfaction, we will be unable to complete the engagement and, accordingly, we will not issue a report on the forecast. It is our understanding that the primary intent of engaging our professional services is for the benefit of the District. Our services are not intended to benefit or influence any other person or entity. If Management intends to reproduce and publish the forecast and our report thereon, they must be reproduced in their entirety and both the first and subsequent corrected drafts of the document containing the forecast and any accompanying material must be submitted to us for approval. Our fee forthese services will be based on the actual time spent at our standard hourly rates plus other costs incurred and will be billed to you monthly as the work progresses. Bills for services are due when submitted. If a bill for services is not paid when due, we reserve the right to cease work and withdraw from the engagement. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination even if we have not issued our report. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination. Our hourly rates currently in effect for these services are as follows: Principal/Chief Financial Officer $230 - $375 Controller $160 - $200 Senior $130 - $150 Staff $ 90 - $120 Accounts Payable Specialist $ 75 - $ 85 Administrative support $ 70 - $100 You hereby agree that if any statement is not paid within 30 days from its date, that the balance remaining from time-to-time unpaid shall draw interest at the monthly rate of 1 1 A%, which is an annual percentage rate of 18%. In the event that any collection action is required to collect unpaid balances due us, reasonable attorney fees and expenses shall be recoverable. This engagement is limited to that described in this letter. As such, you understand and agree that we are acting solely as accountants. We are not acting in any way as a fiduciary or assuming any fiduciary responsibilities for you. CliftonLarsonAllen LLP certifies that as of the date of this letter, it does not knowingly employ or contract with an illegal alien to perform work under this Agreement. We have confirmed or attempted to confirm the employment eligibility of all employees who are newly hired for employment in the United States through participation in the Basic Pilot Program. The District may terminate this Agreement if we do not comply with the provisions of C.R.S (2) and we shall be liable for actual and consequential damages to the District. We shall comply with any reasonable request of the Colorado Department of Labor and Employment made in the course of an investigation pursuant to C.R.S (5).

48 February 6, 2018 Mountain Shadows Metropolitan District Page 3 The working papers for our engagement are the sole and exclusive property of CliftonLarsonAllen LLP and constitute confidential and proprietary information. We do not provide access to our work papers to you or anyone else in the normal course of business. Should we be ordered by a valid subpoena or other appropriate court order to provide access to or copies of our work papers, you agree to reimburse us for the time and outof-pocket expense necessary to comply with such order. We do not anticipate any difficulties in meeting the expectations recited in this letter. However, in the unlikely event that there are disagreements regarding our services, any claims against CliftonLarsonAllen LLP as a result of the engagement must be brought within two years from the date of our report, or if a report is not issued, within two years from the date of the acceptance of this letter. Any damages will be limited to the amount of fees paid to CliftonLarsonAllen LLP. We believe this letter accurately summarizes the significant terms of our engagement. If the above terms are in accordance with your understanding and acceptable to you, please sign, date, and return the duplicate copy of this letter to us. We very much appreciate the opportunity to serve you and will be pleased to discuss any questions you may have. Very truly yours, CliftonLarsonAllen LLP Sarah Hunsche, CPA Principal, Outsourcing Team (303) sarah.hunsche@claconnect.com This letter correctly sets forth the understanding of the Board of Directors of Mountain Shadows Metropolitan District. Title Date