MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS OF MOUNTAIN SHADOWS METROPOLITAN DISTRICT Attendance Call to Order Conflict of Interest Disclosures Held: Monday, March 5 th, 2018, at 3:30 p.m. at 8820 Ellis Street, Arvada, Colorado. The regular 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 Chris Elliott Matt Cavanaugh Regan Hauptman Paul Ron Hauptman was absent. 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; Scott Bristol, Stillwater Community Management, District Manager; Christian Matt Janke and Corey Elliott, E5X Management; Ken Guckenberger, Kutak Rock, LLP, District Bond Counsel; Zach Bishop, D.A. Davidson & Co., District Underwriter; and Richard and Vera Ladtkow, homeowners. It was noted that a quorum of the Board was present and the meeting was called to order. Ms. Murphy 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 and Director Regan 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. 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. Murphy 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. Murphy, upon a motion duly made and seconded, the Board unanimously approved the items on the consent agenda. Approval of Minutes from the December 4, 2017 Meeting Adoption of Resolution Designating the District's 24-Hour Posting Location Legal Matters Approval of Funding and Ms. Murphy presented the Board with the Funding and Reimbursement Agreement Reimbursement Agreement (2017/2018) with Whisper Creek Two, (2017/2018) with Whisper LLC for Operations and Maintenance for consideration. Following Creek Two, LLC for Operations and Maintenance unanimously approved the agreement. Facilities Management Stillwater/Manager Update Mr. Bristol informed the Board that Stillwater has purchased permanent posting signs that list all the regularly scheduled meetings for 2018. He also noted that the port-a-potty has been installed at the park. Mr. Bristol noted that Stillwater will work with residents and the developer to bid projects listed in the Developer Contribution agreement, if that is approved. Mr. Bristol explained that the City of Arvada has committed to cleaning up blowing trash from the King Soopers construction site. He also noted that APEX will be managing park rentals going forward and the open space policy will need to be revised to reflect that. 2
Financial Matters Consider Acceptance of Unaudited Financial Statements Ms. Hunsche presented the Board with the December 31, 2017 unaudited financials. Following discussion, upon a motion duly made and seconded, the Board unanimously accepted the unaudited financials. Claims Payable and Approval of Outstanding Claims Subject to Funding Ms. Hunsche presented the Board with payments from December 22, 2017 through February 1, 2018 for consideration. Following unanimously ratified payments totaling $19,173.47. Ms. Hunsche presented the Board with outstanding claims totaling $77,662.71. Following discussion, the Board unanimously approved the outstanding claims subject to funding. 2018 Bond Matters Consider Approval of North Slope Capital Advisors for External Financial Advisor Certificates Engagement of King & Associates, Inc. to prepare Residential Appreciation Analysis Engagement of CliftonLarsonAllen to prepare Financial Forecasts 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 Indenture of Trust, a Bond Purchase 3 Ms. Tompkins and Mr. Bishop presented the Board with the North Slope Capital Advisors engagement letter for consideration. Following Ms. Tompkins and Mr. Bishop presented the Board with the King & Associates, Inc. engagement letter for consideration. Following Ms. Tompkins and Mr. Bishop presented the Board with the CliftonLarsonAllen engagement letter for consideration. Following Mr. Guckenberger presented the Board with the 2018C-1 Bond Resolution which authorizes an Indenture of Trust, a Bond Purchase Agreement, a Continuing Disclosure Agreement, a Continuing Disclosure Agreement, and a form of Limited Offering Memorandum for consideration. Following discussion, upon a motion duly made and seconded, the Board unanimously adopted the Resolution authorizing the issuance of the 2018 C-1 Bonds and authorizing the Indenture of Trust, Bond Purchase Agreement, Continuing Disclosure Agreement, and a form of Limited Offering Memorandum.
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 Mr. Guckenberger presented the Board with the 2018C-2 Bond Resolution for consideration. Following discussion, upon a motion duly made and seconded, the Board unanimously adopted the Resolution authorizing the issuance of the 2018 C-2 Bonds, and authorizing the Indenture of Trust, Placement Agent Agreement and other related documents. Consider Approval of Ms. Murphy presented the Board with the Developer Contribution Developer Contribution Agreement with Whisper Creek Two, LLC for landscape Agreement with Whisper Creek Two, LLC for improvements. Following discussion, upon a motion duly made and seconded, the Board unanimously approved the agreement. Landscape Improvements Other Financial Matters None. 4 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
Other Business None. Next Regular Meeting The next regular meeting is scheduled for June 4, 2018. 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 continue the meeting to March 14, 2018 at 1:30 p.m., in the event such meeting was necessary as a result of the 2018 Bonds. The foregoing constitutes a true and correct copy of the minutes of the above-referenced meeting. Secretary for the Meeting 5