bmrmetro.orgbmrmetro.org/cbmrmd/meetings/packets/Consolidated... · 2/4/2020 · {00667748.DOCX / } CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT REGULAR BOARD MEETING AGENDA

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CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT REGULAR BOARD MEETING AGENDA

AND NOTICE OF FINAL DETERMINATION TO ISSUE GENERAL

OBLIGATION INDEBTEDNESS Board of Directors: Up For Re-Election: Russell Grant, President May 2022 Calvin Bills, Vice President May 2020 Frank Strand, Secretary / Treasurer May 2020 Steve Luthy, Assistant Secretary / Treasurer May 2020 VACANT, Assistant Secretary / Treasurer May 2020 Date: February 4, 2020 Time: 6:30 p.m. Place: Lowell Ranch 2330 S. I-25 Castle Rock, CO 80104 1. Call to Order

________________________________________________________________________ 2. Declaration of Quorum/Director Qualifications/Disclosure of Conflicts

A. If needed, motion to excuse Director absence ________________________________________________________________________

3. Approval of Agenda ________________________________________________________________________ 4. Discuss Board Vacancy A. Steve Vrable Interview ________________________________________________________________________ 5. Community Comments - 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.

________________________________________________________________________

6. Manager’s Report / Administrative Matters A. Review and Consider Approval of the Minutes of the January 7, 2020 Regular

Meeting (enclosed) B. Review and Consider Approval of CRR (Cash Requirements Report) for December

Totaling $16,593.10 including BMR Water Usage Totaling $0 (enclosed) C. Review and Accept December 31, 2019 Unaudited Financial Statements and Cash

Position Report as of February 2020 (enclosed) ________________________________________________________________________

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7. Director Discussion - Action

A. 2020 Bank Loan Agreement – Final Determination. Final consideration of authorization of the execution, issuance and delivery of a Loan Agreement with BBVA Mortgage Corporation in the principle amount not to exceed $11,700,000 to refund the District’s outstanding General Obligation Limited Tax Refunding Bond Series 2010, including approval of a Resolution authorizing such Loan and related documents (enclosed)

B. Identify and Authorize a District Representative. Identify and authorize a District Representative to approve and execute documents and other items related to the proposed 2020 Bank Loan Agreement with BBVA Mortgage Corporation (enclosed) 1. Schedule (enclosed)

C. Status of Park Repair, Maintenance & Improvements – Director Strand D. Status of IREA Right-of-Way Permit Work – Director Luthy E. COMCAST Right-of-Way Permit Work – Director Luthy F. Status of Advanced Property Maintenance Contracts – Director Bills G. Status of Community Rules for Review – Director Grant H. Status of District Debit Card – Director Grant I. Bell Mountain Equestrian Center Agreement Update – Director Bills J. Storage Shed Plan and Cost Update – Director Bills _______________________________________________________________________

8. Attorney Items

A. Update on Discussion with Bell Mountain Equestrian Center on Easements B. Update on Director’s May 5, 2020 Regular Election C. Ratify Resolution 2020-01-01 Regular 2020 Regular Meeting Schedule (to be distributed) D. Ratify Agreement with Tom Peltz, Kutak Rock, for Bond Counsel Services – $35,000 (enclosed) _______________________________________________________________

9. Adjournment

________________________________________________________________________

NEXT SCHEDULED REGULAR BOARD MEETING

Tuesday, March 3, 2020 at 6:30 p.m. at Lowell Ranch

2330 South I-25 Castle Rock, CO 80104

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MINUTES OF A REGULAR MEETING OF THE BOARD OF DIRECTORS OF THE

CONSOLIDATED BMR METROPOLITAN DISTRICT HELD JANUARY 7, 2020

A regular meeting of the Board of Directors of the Consolidated BMR Metropolitan District was held on Tuesday, January 7, 2020 at 6:30 p.m. at Lowell Ranch, 2330 S. I-25, Castle Rock, CO 80104.

Attendance In attendance were Directors: Russell Grant Calvin Bills Steve Luthy Frank Strand

Also in attendance: Bob Blodgett & Pat Shannon; CliftonLarsonAllen LLP Tim Flynn; Collins Cockrell & Cole Kyle Thomas; D.A. Davidson Bruce Vinson; 1636 Glade Gulch Road Larry Lomison; 502 Chandelle Road

Call to Order Director Grant called the meeting to order at 7:16 p.m.

Declaration of Quorum/Director Qualification/ Disclosure of Conflicts

All of the Directors had previously filed Disclosure of Potential Conflict of Interest Statements with the Board and with the Secretary of State in accordance with statutory requirements. Such conflicts arise because each Director is also a Director on the Bell Mountain Ranch Metropolitan District. The Consolidated Bell Mountain Ranch Metropolitan District has entered into and may from time to time enter into additional agreements with the BMR Metropolitan District. All Disclosures of Potential Conflict of Interest Statements whether filed for this meeting or previously filed are deemed continuing in nature and are incorporated into the record of this meeting. All Directors stated that the participation of at least three of them in the meeting was necessary to obtain a quorum of the Board or otherwise enable the Board to act. After each Director had summarily stated for the record the fact and nature of his or her respective private interest and stated that the determination to participate in voting or take any other action on any contract or other matter in which he or she may have a private interest would be made in compliance with Section 24-18-109(3)(a) and (b), C.R.S., on an ad hoc basis, the Board turned its attention to the remaining agenda items.

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Approval of Agenda

Upon a motion duly made by Director Luthy, seconded by Director Strand, and upon a vote, unanimously carried, the Board approved the agenda as submitted.

Discuss Board Vacancy

No report.

Community Comments

Mr. Vinson asked about the impending frontage road closure January 13-18. The Board discussed, noting this is not a District project.

Manager’s Report/ Administrative Matters

A. Review and Consider Approval of the Minutes of the December 3, 2019 Regular Meeting

Upon a motion duly made by Director Luthy, seconded by Director Bills, and upon a vote, unanimously carried, the Board approved the Minutes of the December 3, 2019 regular meeting.

B. Review and Consider Approval of CRR (Cash Requirements Report) for November Totaling $38,340.96 including BMR Water Usage Totaling $220

Upon a motion duly made by Director Strand, seconded by Director Luthy, and upon a vote, unanimously carried, the Board approved the CRR (Cash Requirements Report) for November Totaling $38,340.96 including BMR Water Usage Totaling $220.

C. Review and Accept Cash Position Report as of January 2020 Director Grant reviewed with the Board. Upon a motion duly made by Director Strand, seconded by Director Bills, and upon a vote, unanimously carried, the Board accepted the Cash Position Report as of January 2020.

Director Discussion

A. Status of Park Repair, Maintenance & Improvements – Director Strand

Director Strand reported the rubber mulch is pending for next year. The slide is here, but won’t be installed until it is warmer weather.

B. Status of IREA Right-of-Way Permit Work – Director Luthy

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Director Luthy reported the following: IREA Right-of-Way Permit, Glade Gulch Rd. RE-Conductor Project # SSS 5447

• Completed conductor placement east of Glade Gulch Rd/Bell Mountain Drive

• Line is energized east of Glade Gulch / Bell Mountain Drive

• Further engineering/construction activity (at around trestle) on-hold pending receipt of UPRR permit.

• Final CBMRMD / IREA inspection will take place once all work is completed.

• Recommend the curb-stop locates project begin with those recently identified in the IREA project.

IREA Easement – E-I25 Frontage Rd Rebuild (BMR Entry): Project # SSS 4422

• APM re-connected several irrigation control wiring and filled in open excavation

• Will provide location information of electrical service box to IREA in order to repair landscaping

IREA Rebuilding overhead electrical lines, I25 N Frontage Road to Mariposa Road Proj # SSS 5448

• Waiting on receipt of RR permit.

C. COMCAST Right-of-Way Permit Work – Director Luthy Comcast Line Replacement: 1225 Riva Rose Cir. Project # 53939

• Received completed permit and permit fee

• An on-site, pre-construction meeting was held 12/9/2019 re subject project with Consolidated Bell Mountain Ranch Metropolitan District (CBMRMD) representatives, and Comcast business partner project manager Joe Cosgrove.

• The meeting revealed that the proposed bore plan as attached to previously submitted permit application is inconsistent with plans held by Mr. Cosgrove. Specifically, the plan attached to permit application proposed a bore that runs along the north side of Glade Gulch Rd for its entire length (eg. no road crossing), whereas the plan held by

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project manager called for a bore that crosses under Glade Gulch Rd.

• Consequently, the subject Comcast permit as submitted to the Consolidated Bell Mountain Ranch Metropolitan District (CBMRMD) on 3-December, 2019 was not approved.

• Based on recent construction activity in this area, District reps provided background as to alternative bore locations, and bore road crossings suggested by Mr. Cosgrove. However it was recognized and agreed that design and issuance of final bore plan will solely be the responsibility of Comcast.

• Upon design/issue of final, corrected bore path, Comcast representatives will re-hold an on-site pre-construction meeting to review the revised project plan. With review/acceptance of the plan by District representatives, Comcast will re-submit permit application to the District.

• Permit fee previously submitted by Comcast is on-hold.

D. Status of Advanced Property Maintenance Contracts – Director Bills Director Bills is putting together a report based on the APM Scope for tasks that they are responsible for. He will distribute to the Board once completed. He is coordinating with Mr. Flynn.

E. Update on Refinancing Loan Proposal Process – Kyle Tomas, D.A. Davidson

Mr. Thomas reviewed the terms received from BBVA, NBH, Academy, Vectra and BOK. He stated five banks responded with term sheets, four of which provided 20 year fixed rates. The bank providing the lowest interest rates for a 20 year fixed term was BBVA:

• Assuming the rates provided by BBVA, the refunding statistics are as follows:

o Present Value Savings: $1,673,760 (14.45%) o Average Annual Savings: $139,276 o Anticipated Debt Service Mill Levy starting in 2021: 36 mills o No Debt Service Reserve or Surplus Fund requirement

Upon a motion duly made by Director Grant, seconded by Director Luthy, and upon a vote, unanimously carried, the Board approved the refinancing loan proposal with BBVA and directed legal counsel to prepare a resolution accepting the terms and conditions provided by the bank.

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Mr. Flynn reviewed bond counsel proposals from Ballard Spahr and Kutak Rock. Ballard’s proposal was $40,000 and Kutak Rock’s was $35,000. Upon a motion duly made by Director Strand, seconded by Director Luthy, and upon a vote, unanimously carried, the Board approved Kutak Rock as bond counsel with Mr. Tom Pelz in a NTE amount of $35,000. Simmons & Wheeler is to complete the escrow verification.

F. Status of Community Rules for Review – Director Grant Director Grant reported that the revised draft rules and regulations have not been sent to the community yet by the HOA. He will follow up with Mr. Deleff to see what the HOA’s intentions are regarding the current HOA draft Rules & Regulations document. Director Grant has suggested to Mr. Deleff that the HOA Board and Metro Board need to discuss how to move forward with revising the Community Rules & Regulations.

G. Discussion of Traffic Concerns No update. This item will be removed from future agendas.

H. Status of District Credit Card Director Grant reported that Ms. Harland has set up an appointment with First Bank and he to complete the paperwork.

I. Bell Mountain Equestrian Center Agreement Update Director Bills reported that he met with Mr. Flynn to discuss. Mr. Flynn will review and Director Bills will send to the Board.

J. Storage Shed Plan and Cost Update Director Bills reported that he plans to send a package to the HOA DRC with shed plans and trail signs in February. The Board provided input to Director Bills.

Attorney Items A. Update on Discussion with BMR Equestrian Center on Easements Mr. Flynn reported he continues to work with the Equestrian Center on these easements. Mr. Flynn also noted that the Board will need to complete self-nomination forms for any Director’s terms that expire in the upcoming May 5, 2020 Directors’ Election.

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Mr. Flynn stated that Steven’s Ranch has not yet conveyed water rights, but action will soon be started to effect this conveyance.

Adjournment Director Grant adjourned the meeting at 8:15 p.m. The foregoing minutes were approved by the Board of Directors on the

______ day of _________, 2020.

The foregoing record constitutes a true and correct copy of the minutes of the above-referenced meeting.

Respectfully submitted,

_________________________ Secretary for the Meeting

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Consolidated Bell Mountain Metropolitan District Financial Statements

December 31, 2019

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SIMMONS & WHEELER, P.C. Certified Public Accountants 304 Inverness Way South, Suite 490, Englewood, CO 80112 (303) 689-0833

ACCOUNTANT’S COMPILATION REPORT

Board of Directors Consolidated Bell Mountain Metropolitan District

Management is responsible for the accompanying financial statements of each major fund of Consolidated Bell Mountain Metropolitan District, as of and for the period ended December 31, 2019, which are comprised of the Balance Sheet and the related Statement of Revenues, Expenditures and Changes in Fund Balance – Budget and Actual – Governmental Funds and account groups for the twelve months then ended in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with the Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on these financial statements.

Management has elected to omit the Statement of Net Position, Statement of Activities, Management Discussion and Analysis and all of the disclosures required by accounting principles generally accepted in the United States of America. If the omitted disclosures were included in the financial statements, they might influence the user’s conclusions about the District’s financial position and results of operations. Accordingly, the financial statements are not designed for those who are not informed about such matters.

We are not independent with respect to Consolidated Bell Mountain Metropolitan District because we performed certain accounting services that impaired our independence.

January 28, 2020 Englewood, Colorado

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Consolidated Bell Mountain Ranch Metropolitan DistrictBalance Sheet - Governmental Funds and Account Groups

December 31, 2019

See Accountant's Compilation Report

DebtGeneral Service Account Total

Fund Fund Groups All FundsAssets

Current assetsCash and investments $ 567,271 $ 563,189 $ - $ 1,130,460 Accounts receivable-Taxes 11,664 - - 11,664 Accounts receivable -Other 14,130 - - 14,130 Due from other funds - - - - Prepaid Insurance 400 - - 400

593,465 563,189 - 1,156,654 Other assets

Fixed assets - - 7,185,315 7,185,315 Amount available in debt service fund - - 563,189 563,189 Amount to be provided for

retirement of debt - - 11,021,811 11,021,811 - - 18,770,315 18,770,315

$ 593,465 $ 563,189 $ 18,770,315 $ 19,926,969

Liabilities and EquityCurrent liabilities

Accounts payable $ 45,047 $ - $ - $ 45,047 Accounts payable - Retainage - - - - Due to other funds - - - -

45,047 - - 45,047

General obligation bonds Series 2010 - - 11,585,000 11,585,000

Total liabilities 45,047 - 11,585,000 11,630,047

Fund equity and other creditsInvestment in fixed assets - - 7,185,315 7,185,315 Reserved for debt - 563,189 - 563,189 Capital Reserve 225,000 - - 225,000 Fund balance unrestricted 323,418 - - 323,418

548,418 563,189 7,185,315 8,296,922 $ 593,465 $ 563,189 $ 18,770,315 $ 19,926,969

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Variance VarianceAnnual Favorable Projected FavorableBudget Actual (Unfavorable) 12/31/2019 (Unfavorable)

RevenuesProperty taxes $ 427,644 $ 427,645 $ 1 $ 427,644 $ - Property taxes - abated - - - - - Specific ownership taxes 102,922 128,678 25,756 108,000 5,078 Conservation Trust Fund 3,000 3,477 477 3,000 - Reimbursements & Other 10,000 30,651 20,651 19,150 9,150 Interest income/Reimbursements 1,000 768 (232) 1,000 -

544,566 591,219 46,653 558,794 14,228

Expenditures Accounting/Audit 14,000 13,469 531 14,000 - Legal 30,000 37,673 (7,673) 37,700 (7,700) Legal - Water 6,000 11,118 (5,118) 11,200 (5,200) District management 33,000 39,890 (6,890) 40,000 (7,000) Insurance 9,000 9,330 (330) 9,330 (330) Dues & Membership 900 680 220 680 220 General Engineering 13,000 8,804 4,196 13,000 - Utilities 1,500 976 524 1,500 - Treasurer's fees 6,415 6,426 (11) 6,426 (11) Miscellaneous 5,000 2,719 2,281 5,000 - Snow removal 41,000 43,180 (2,180) 43,180 (2,180) Traffic/Speed Enforcement 7,000 2,752 4,248 7,000 - Street/Shoulder maintenance 80,000 42,719 37,281 80,000 - Landscape & park maintenance/repairs 50,000 28,411 21,589 50,000 - Park/open space improvements 20,000 10,759 9,241 20,000 - Wildfire mitigation 20,000 - 20,000 20,000 - Mowing 15,000 5,175 9,825 15,000 - Vegetation Control 10,000 5,530 4,470 10,000 - Irrigation Water 7,700 10,510 (2,810) 10,510 (2,810) Equestrian trail maintenance 5,000 - 5,000 5,000 - Pedestrian trail maintenance 30,000 2,385 27,615 30,000 - Road Chip Seal & Striping 140,000 138,709 1,291 140,000 - Emergency reserve 15,917 - 15,917 - 15,917 Captial Reserve 225,000 - 225,000 225,000 - Contingency 50,886 - 50,886 - 50,886

836,318 421,215 415,103 794,526 41,792

Excess (deficiency) of revenuesover expenditures (291,752) 170,004 461,756 (235,732) 56,020

Fund balance - beginning 291,752 378,414 86,662 378,414 86,662

Fund balance (deficit) - ending $ - $ 548,418 $ 548,418 $ 142,682 142,682

Consolidated Bell Mountain Ranch Metropolitan DistrictStatement of Revenues,Expenditures and Changes in Fund Balance

Budget, Actual and Projected - Governmental Funds


General FundFor the Twelve Months Ended December 31, 2019

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Consolidated Bell Mountain Ranch Metropolitan DistrictStatement of Revenues,Expenditures and Changes in Fund Balance

Budget, Actual and Projected - Governmental FundsFor the Twelve Months Ended December 31, 2019

Debt Service Fund


- Variance VarianceAnnual Favorable Projected FavorableBudget Actual (Unfavorable) 12/31/2019 (Unfavorable)

RevenuesProperty taxes $ 855,289 $ 855,289 $ - $ 855,289 $ - Interest income 20,000 36,211 16,211 36,000 16,000

875,289 891,500 16,211 891,289 16,000

ExpendituresBond interest Series 2010 558,451 558,451 - 558,451 - Bond principal Series 2010 355,000 355,000 - 355,000 - Paying agent fees 3,000 1,500 1,500 3,000 - Treasurer's fees 12,836 12,852 (16) 12,836 -

929,287 927,803 1,484 929,287 -

Excess (deficiency) of revenuesover expenditures (53,998) (36,303) 17,695 (37,998) 16,000

Fund balance - beginning 589,881 599,492 9,611 599,492 9,611

Fund balance - ending $ 535,883 $ 563,189 $ 27,306 $ 561,494 25,611

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4844-4945-7075.2

CERTIFIED RECORD OF

PROCEEDINGS OF CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT

DOUGLAS COUNTY, COLORADO

Relating to:

A Loan Agreement Between BBVA Mortgage Corporation

and Consolidated Bell Mountain Ranch Metropolitan District

In the Principal Amount not to exceed

$11,700,000

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4844-4945-7075.2

STATE OF COLORADO ) ) COUNTY OF DOUGLAS ) ) CONSOLIDATED BELL MOUNTAIN RANCH ) METROPOLITAN DISTRICT )

As the Secretary of the Board of Directors of Consolidated Bell Mountain Ranch Metropolitan District (the “District”), Douglas County, Colorado, I do hereby certify that the Board of Directors (the “Board”) met at 6:30 p.m. in regular session at Lowell Ranch, 2330 South I-25, Castle Rock, Colorado, on February 4, 2020, and that:

1. Attached is a true and correct copy of a resolution (the “Resolution”) adopted by the Board at the meeting.

2. Notice of such meeting was posted in three public places within the boundaries of the District and in the office of the County Clerk and Recorder.

3. The Resolution was duly moved, seconded and adopted at such meeting by the affirmative vote of a majority of the members of the Board as follows:

Board Member Yes No Absent Abstaining Russell Grant, President Calvin Bills, Vice President Frank Strand, Secretary / Treasurer Steve Luthy, Assistant Secretary/Treasurer VACANT

4. The Resolution was duly approved by the Board, signed by the President of the Board, sealed with the District’s seal, attested by the Secretary of the Board and recorded in the minutes of the Board.

5. The meeting at which the Resolution was adopted was noticed, and all proceedings relating to the adoption of the Resolution were conducted, in accordance with all applicable bylaws, rules, regulations and resolutions of the District, in accordance with the normal procedures of the District relating to such matters, and in accordance with applicable constitutional provisions and statutes of the State of Colorado and all other applicable laws.

WITNESS my hand and the seal of the District as of February 4, 2020.

[SEAL] Secretary

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4844-4945-7075.2

RESOLUTION NO. ____

A RESOLUTION OF CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT APPROVING A LOAN FROM BBVA MORTGAGE CORPORATION FOR THE PURPOSE OF REFUNDING THE DISTRICTS OUTSTANDING SERIES 2010 BONDS AT LOWER INTEREST RATES; AUTHORIZING A LOAN AGREEMENT AND THE DELIVERY OF A PROMMISORY NOTE TO EVIDENCE THE LOAN; AUTHORIZING AN ESCROW AGREEMENT TO PROVIDE FOR THE DEFEASANCE OF THE SERIES 2010 BONDS; AND PROVIDING FOR PAYMENT OF THE PROMISSORY NOTE.

WHEREAS, Consolidated Bell Mountain Ranch Metropolitan District, in Douglas County, Colorado, is a duly organized and validly existing special district, quasi-municipal corporation and political subdivision of the State (certain capitalized terms used in the preamble of this Resolution are defined in Section 1 hereof); and

WHEREAS, the District previously issued its General Obligation Limited Tax Refunding Bonds, Series 2010, originally issued in the aggregate principal amount of $14,710,000 and currently outstanding in the aggregate principal amount of $11,585,000, which bonds bear interest at interest rates ranging from 4.00% to 5.00% per annum and are subject to redemption at the option of the District on and after December 1, 2020; and

WHEREAS, applicable federal tax regulations no longer permit a refunding to be financed on a tax-exempt basis when the underlying obligation to be refunded is not paid and cancelled in full within ninety days from the date of issuance of the refunding obligation, however, such regulations do not prohibit a taxable advance refunding outside of the ninety-day period; and

WHEREAS, D.A. Davidson & Co., as placement agent, has presented a proposal to the Board to refund the Series 2010 Bonds through funding from a direct loan made by BBVA Mortgage Corporation, evidenced by a promissory note bearing interest at lower interest rates than the rates accruing on the Series 2010 Bonds, amortized over the same period of time as the Series 2010 Bonds; and

WHEREAS, Article X, Section 20 of the Colorado Constitution provides that voter approval in advance is not required to refinance district bonded debt at a lower interest rate; and

WHEREAS, the net proceeds derived from the Loan, together with District Closing Funds, shall be placed in a trust and escrow account authorized by this Resolution and invested in direct obligations of (including obligations issued or held in book entry form on the books of), or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the maturing principal of and interest on which, together with cash held in escrow, if any, will be sufficient to fully defease the Series 2010 Bonds and pay the principal of and interest on the Series 2010 Bonds in accordance with their terms until and including December 1, 2020, on which date the Series 2010 Bonds which have not otherwise

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matured shall be called for optional redemption at a price of par and accrued interest to the Redemption Date, without redemption premium; and

WHEREAS, the Note, which may be sold, transferred or conveyed only in whole and not in part and only to “accredited investors” within the meaning of Rule 501(A) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, will be exempt from registration under § 11-59-110, C.R.S. and are to be delivered only to a “financial institutions or institutional investors” and therefore may be issued pursuant to § 32-1-1101(6)(a), C.R.S; and

WHEREAS, the tax revenues pledged to the repayment of the Note are the same as the tax revenues pledged to the repayment of the Series 2010 Bonds; and

WHEREAS, there has been presented to this meeting of the Board the form of the Loan Agreement, the Escrow Agreement and the documentation which the District is to execute prior to the Tax-Exempt Reissuance Date; and

WHEREAS, as provided in the Enabling Laws, which include but are not limited to Title 11, Article 57, Part 2, C.R.S., by this Resolution the District authorizes the execution of the Loan Agreement and the Note, and delegates to the officers of the District, for a period not to exceed sixty days, the authority to approve certain financial terms relating to the Loan and repayment of the Note; and

WHEREAS, pursuant to § 32-1-902(3), C.R.S., and § 18-8-308, C.R.S., all known potential conflicting interests of the members of the Board were disclosed to the Colorado Secretary of State and to the Board in writing at least three days in advance of this meeting; additionally, in accordance with § 24-18-110, C.R.S., the appropriate Directors have made disclosure of their personal and private interests relating to the issuance of the Bond in writing to the Secretary of State and the Board;

THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT, DOUGLAS COUNTY, COLORADO:

Section 1. Definitions. As used herein, the following capitalized terms shall have the respective meanings set forth below, unless the context indicates otherwise (capitalized terms not otherwise defined herein which have the meanings set forth in the Loan Agreement include “Debt Requirements”, “Determination of Taxability”, “Interest Differential”, “Notice of Taxable Rate Increase”, “Revenue Fund” and “Tax-Exempt Reissuance Date”).

“Board” means the Board of Directors of the District. “Closing Date” means the date on which the disbursement of the Loan occurs, which date

is expected to be February 27, 2020.

“Code” means the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations

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proposed or in effect thereunder and applicable to the Note or the use of proceeds thereof, unless the context clearly requires otherwise.

“County” means Douglas County, Colorado. “C.R.S.” means the Colorado Revised Statutes, as amended and supplemented as of the

date hereof.

“District” means the Consolidated Bell Mountain Ranch Metropolitan District in Douglas County, Colorado.

“District Closing Funds” means the moneys held by or on behalf of the District as of the Closing Date which are pledged to the payment of the Series 2010 Bonds, as more specifically provided in the Loan Agreement, the amount of which shall not exceed $550,000.

“Election Authorization” means the ballot issues approved by the District’s electors at an election held on November 3, 1998, the forms of which are attached as Exhibit B to the Loan Agreement.

“Enabling Laws” means Article 1 of Title 32, Colorado Revised Statutes, as amended; Part 2, Article 57 of Title 11, Colorado Revised Statutes, as amended; and all other laws of the State thereunto enabling.

“Escrow Account” means that certain Consolidated Bell Mountain Ranch Metropolitan District Refunding Escrow Account, 2020, created by the terms of the Escrow Agreement.

“Escrow Agent” means UMB Bank, n.a., in its role as escrow agent under the Escrow Agreement.

“Escrow Agreement” means that certain Refunding Escrow Agreement, dated as of the Closing Date, between the District and the Escrow Agent, pursuant to which the Series 2010 Bonds are defeased and paid.

“Financing Documents” means the Loan Agreement, the Note, the Escrow Agreement and all documents and certificates necessary or desirable to effectuate the issuance of the Note and the financing contemplated by this Resolution.

“Fiscal Year” means the 12-month period commencing January 1 of any year and ending December 31 of such year.

“Lender” means the BBVA Mortgage Corporation, an Alabama corporation.

“Loan” means the loan to be made by the Lender to the District pursuant to the Loan Agreement, a portion of which loan is comprised of a premium which exceeds the principal amount of the loan.

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“Loan Agreement” means that certain Loan Agreement, expected to be dated February 27, 2020, by and between the District and the Lender and pursuant to which the Loan is to be made to the District.

“Note” means the Consolidated Bell Mountain Ranch Metropolitan District Promissory Note, the forms of which are set forth Exhibit A to the Loan Agreement, which are to be executed and delivered by the District to the Lender to evidence the Loan.

“Pledged Revenue” means the moneys derived by the District from the following sources, after payment of any costs of collection: (a) the Required Mill Levy; (b) the portion of the Specific Ownership Taxes allocable to the amount of the Required Mill Levy; and (c) any other legally available moneys which the Board determines in its sole discretion to apply as Pledged Revenue.

“Refunded Bonds” means the District’s currently outstanding Series 2010 Bonds.

“Refunded Bonds Indenture” has meaning the Indenture of Trust, dated as of June 1, 2010, providing for the issuance, delivery and security for the Refunded Bonds.

“Refunded Bonds Requirements” means the principal and accrued interest due in connection with the Refunded Bonds up to and including December 1, 2020.

“Refunding Project” means any purpose for which proceeds of the Loan may be expended under the Enabling Laws, as more fully set forth in the Loan Agreement.

“Refunding Project Costs” means the District’s costs properly attributable to the Refunding Project, or any parts thereof, and permitted by the provisions of the Enabling Laws, including without limitation the defeasance of the Refunded Bonds and the costs of issuance relating to the Loan and the issuance of the Note.

“Required Mill Levy” shall have the following meaning:

(a) Subject to paragraph (b) below, an ad valorem mill levy (a mill being equal to 1/10 of 1 cent) imposed upon all taxable property of the District each year in an amount which, when combined with any moneys in the Revenue Fund not required to be applied to the payment of the Loan in the then-current Fiscal Year, will generate property tax revenues of not less than the Debt Requirements for the next Fiscal Year, but not in excess of 60 mills; provided, however, that in the event the method of calculating assessed valuation is or was changed after September 30, 1998, the minimum and maximum mill levies provided herein will be increased or decreased to reflect such changes, such increases or decreases to be determined by the Board in good faith (such determination to be binding and final) so that to the extent possible, the actual tax revenues generated by the mill levy, as adjusted, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation shall be deemed to be a change in the method of calculating assessed valuation.

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5 4844-4945-7075.2

(b) Notwithstanding anything herein to the contrary, in no event may the Required Mill Levy be established at a mill levy which would cause the District to derive property tax revenue in any year in excess of the maximum tax increases permitted by the District’s electoral authorization, and if the Required Mill Levy as calculated pursuant to the foregoing would cause the amount of taxes collected in any year to exceed the maximum tax increase permitted by the District’s electoral authorization, the Required Mill Levy shall be reduced to the point that such maximum tax increase is not exceeded.

“Resolution” means this Resolution of the Board, which authorizes the Loan and approves the execution and delivery of the Financing Documents.

“Series 2010 Bonds” means the District’s General Obligation Limited Tax Refunding Bonds, Series 2010, dated June 8, 2010.

“Specific Ownership Tax” means the specific ownership tax which is collected by the appropriate county and remitted to the District pursuant to § 42-3-107, C.R.S., or any successor statute.

“State” means the State of Colorado.

Section 2. Approval of Loan Agreement and Authorization of the Note. Pursuant to and in accordance with the State Constitution and Enabling Laws, the Note shall be executed and delivered by the District for the purpose of paying the Refunding Project Costs. The form of the Loan Agreement setting forth the terms, conditions and details of the Note and the procedures relating thereto, is in its entirety incorporated herein by reference and is hereby approved; all District officials, agents and employees are hereby directed to take such actions as are necessary and appropriate to fulfill the obligations of the District under the Financing Documents. The District shall enter into the Loan Agreement and deliver the Note in substantially the form presented to the District at or prior to this meeting of the Board with only such changes as are not inconsistent herewith; provided that such documents may be completed, corrected, or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Resolution.

Section 3. Payment of Refunding Project Costs.

(a) Upon disbursement of the Loan to the District on the Closing Date, the Note shall be delivered to, or as directed by, the Lender and the proceeds received by the District, together with the District Closing Funds, shall be applied as a supplemental appropriation by the District to payment of the Refunding Project Costs.

(b) There is hereby established the Escrow Account, which shall be maintained in accordance with the provisions hereof and of the Escrow Agreement. The Escrow Account shall be maintained in an amount at the time of the initial deposits therein and at all times subsequently at least sufficient, together with the known minimum yield to be derived from the initial investment and any temporary reinvestment of the deposits therein or any part thereof in Federal Securities to pay the Refunded Bonds Requirements. Except as may be otherwise provided in the Escrow Agreement, the District shall have no right or title to the moneys credited to or held in the Escrow Account, and such title shall be and is hereby transferred to the Escrow Agent in trust for

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6 4844-4945-7075.2

the payment of the Refunded Bonds Requirements pursuant to the Escrow Agreement. Moneys shall be withdrawn by the Escrow Agent from the Escrow Account in sufficient amounts and at such times to permit the payment without default of the Refunded Bonds Requirements. If for any reason the amount in the Escrow Account shall at any time be insufficient for the purpose hereof, the District shall forthwith from the first moneys available therefor deposit in such account such additional moneys as shall be necessary to permit the payment in full of the Refunded Bonds Requirements.

(c) Subject to the disbursement of the Loan, the Board does hereby declare its intent to exercise on behalf of and in the name of the District its option to redeem all of the Refunded Bonds which have on otherwise matured on December 1, 2020. The Board hereby irrevocably instruct the Escrow Agent to give or cause to be given a notice of the refunding, defeasance and redemption of the Refunded Bonds in accordance with the requirements of the Refunded Bonds Indenture.

Section 4. Note Details. The Note shall be in an aggregate principal amount not to exceed $11,700,000 for a loan term which does not extend beyond December 31, 2039. The per annum fixed interest rate on the Note shall be (i) a Taxable Fixed Rate of 3.54% and (ii) on and after the Tax-Exempt Reissuance Date a Tax-Exempt Fixed Rate of 2.80%. The Default Rate on the Note shall equal the sum of the Taxable Fixed Rate or the Tax-Exempt Fixed Rate, whichever is in effect at the time of the occurrence of the Noticed Event of Default, plus 4.00%. Finally, in the event of a Determination of Taxability and Notice of Taxable Rate Increase as provided in the Loan Agreement, the Tax-Exempt Fixed Rate or the Default Rate shall be increased as provide in the Loan Agreement. The maximum net effective interest rate authorized for the Note shall be the rate established pursuant to the Election Authorization; provided however, the interest due and payable under Loan Agreement shall be subject to the Interest Differential as provided in Section 2.02(a)(iii) of the Loan Agreement.

Section 5. Pledge for Payment of the Loan.

(a) The Note shall constitute a limited tax obligation of the District as provided herein and in the Loan Agreement. The Note, together with the interest thereon, shall be payable solely from and to the extent of the Pledged Revenue, and the Pledged Revenue is hereby pledged to the payment of the Note and the amounts due under the Loan Agreement. The Note shall constitute an irrevocable first lien upon the Pledged Revenue, but not necessarily an exclusive first lien in the event that additional Debt is incurred in accordance with the terms of the Loan Agreement. Pursuant to and in accordance with § 11-57-208, C.R.S., the Pledged Revenue, as received by or otherwise credited to the District, shall immediately be subject to the lien of the pledge stated above without any physical delivery, filing, or further act. The lien of each such pledge, and the obligation to perform the contractual provisions made in this Resolution and the Financing Documents, shall have priority over any or all other obligations and liabilities of the District except as may be otherwise provided in this Resolution or in the Financing Documents. The lien of the above pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against the District irrespective of whether such persons have notice of such liens.

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(b) For the purpose of funding the Revenue Fund and paying the annual Debt Requirements and paying to the Lender the Prepayment Fee, if any, and any other amounts due and owing the Lender hereunder, the District covenants to cause to be levied on all taxable property of the District, in addition to all other taxes, direct annual taxes in the amount of the Required Mill Levy, such Required Mill Levy to be imposed in each of the years 2020 to 2038, inclusive (for collection in 2021 to 2039, inclusive), and to the extent necessary to repay any unpaid principal or interest due on the Loan and any other amounts due and owing to the Lender hereunder, in each year thereafter until the principal of and interest on the Loan and such other amounts due and owing to the Lender hereunder have been fully paid, satisfied, and discharged.

(c) The foregoing provisions of this Agreement are hereby declared to be the certificate of the Board to the Board of County Commissioners of the County showing the aggregate amount of taxes to be levied for the purposes aforesaid by said board from time to time, as required by law and the provisions of this Resolution.

(d) The Board shall annually, at the time and in the manner provided by law for levying other District taxes, ratify and carry out the provisions hereof with reference to the levying and collection of taxes; and the Board shall levy, certify, and collect said taxes in the manner provided by law for the purpose of funding the Revenue Fund, and said taxes, when collected, shall be kept for and applied only to the payment of the Loan Obligations as defined and specified in Section 2.05 of the Loan Agreement.

Section 6. Various Findings, Determinations, Declarations and Covenants. The Board, having been fully informed of and having considered all the pertinent facts and circumstances, hereby finds, determines, declares and covenants that:

(a) The issuance of the Note and all procedures undertaken incident thereto are in full compliance and conformity with all applicable requirements, provisions and limitations prescribed by the Constitution and laws of the State, including all provisions and limitations in the Enabling Laws, imposed upon the issuance of the Note have been met.

(b) It is in the best interests of the District and its residents that the Note be authorized, issued and delivered at the time, in the manner and for the purposes provided in this Resolution and the Financing Documents.

(c) To the extent and in the amounts necessary, the Board hereby allocates Election Authorization to the Loan and the issuance of the Note.

(d) Pursuant to the formula set forth in paragraph (a) of the definition of the Required Mill Levy, as of the Closing Date the limited mill levy of 60 mills has adjusted upward to 81.734 mills.

(e) The District hereby affirms, warrants and agrees with the covenants set forth in Article V of the Loan Agreement.

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8 4844-4945-7075.2

Section 7. Approval of the Financing Documents. The appropriate officers of the District are hereby authorized and directed, for a period of sixty days following the date of adoption of this Resolution, the authority to determine the final financial terms of the Loan and the funding of the Escrow Account within the parameters established in this Resolution and to execute the Financing Documents. The execution of any documents, instruments, or certificates by said officials shall be conclusive evidence of the approval by the District of such documents, instruments, or certificates in accordance with the terms thereof and this Resolution.

Section 8. Filing Requirements. The Board hereby directs that the following filings or recordings be made as set forth below:

(a) Colorado Municipal Bond Supervision Act. At least five days prior to the disbursement of the Loan, there shall be filed with the State Securities Commissioner a notice of claim of exemption, a copy of this Resolution and the Loan Agreement and the exemption fee, all as more specifically required pursuant to § 11-59-110(2), C.R.S.

(b) Notice of General Obligation Indebtedness. Within thirty days following the issuance of the Note, there shall be recorded with the Clerk and Recorder of the County notice of such issuance in the form prescribed by the Director of the State Division of Local Government in the Department of Local Affairs. Copies of such notice shall be sent to the State Division of Local Government, with the Board of County Commissioners of the County. Such actions shall be in accordance with the requirements of § 32-1-1604, C.R.S. and § 32-1-1101.5(1), C.R.S.

Section 9. Supplemental Public Securities Act.

(a) Application of Act. Pursuant to § 11-57-204, C.R.S., the District hereby elects to apply all of the provisions of the Supplemental Public Securities Act to the issuance of the Note.

(b) Limitation of Actions. In accordance with § 11-57-212, C.R.S., no legal or equitable action can be brought with respect to any legislative acts or proceedings in connection with the authorization of the Loan or issuance of the Note more than thirty days after the date of adoption of this Resolution.

(c) Recourse Against Officers and Agents. Pursuant to § 11-57-209, C.R.S., if a member of the Board, or any officer or agent of the District acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal of or interest on the Note. Such recourse shall not be available either directly or indirectly through the Board or the District, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Note and as a part of the consideration of their sale or purchase, any person purchasing or selling the Note specifically waives any such recourse.

Section 10. Amendment of Resolution. This Resolution may not be amended without the prior written consent of the Lender.

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9 4844-4945-7075.2

Section 11. Ratification of Prior Actions. All actions heretofore taken (not inconsistent with the provisions of this Resolution) by the Board or by the officers and employees of the District directed toward the issuance of the Note for the purposes herein set forth are hereby ratified, approved and confirmed.

Section 12. Headings. The headings to the various sections and paragraphs to this Resolution have been inserted solely for the convenience of the reader, are not a part of this Resolution, and shall not be used in any manner to interpret this Resolution.

Section 13. Resolution Irrepealable. After the Note has been issued, this Resolution shall constitute a contract between the Lender and the District and shall be and remain irrepealable until the Note and the interest accruing thereon shall have been fully paid, satisfied, and discharged, as herein provided.

Section 14. Severability. It is hereby expressly declared that all provisions hereof and their application are intended to be and are severable. In order to implement such intent, if any provision hereof or the application thereof is determined by a court or administrative body to be invalid or unenforceable, in whole or in part, such determination shall not affect, impair or invalidate any other provision hereof or the application of the provision in question to any other situation; and if any provision hereof or the application thereof is determined by a court or administrative body to be valid or enforceable only if its application is limited, its application shall be limited as required to most fully implement its purpose.

Section 15. Repealer. All orders, bylaws and resolutions of the District, or parts thereof, inconsistent or in conflict with this Resolution are hereby repealed to the extent only of such inconsistency or conflict.

Section 16. Effective Date. This Resolution shall be in full force and effect immediately upon adoption by the Board.

Adopted and approved this 4th day of February, 2020.

CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT

[SEAL] By President

Attested:

By Secretary

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CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT

1 Series 2020 Taxable Loan Converting to Tax-Free Loan, Advance Refunding of Series 2010, 2039 Maturity

Ser. 2010 Ser. 2020

As'ed Value Debt Svc $14,710,000 Par $11,565,000 Par Cumulative Senior Cov. of Net DS:Biennial Mill Levy Total S.O. Taxes [Net $14.041 MM] [Net $0.000 MM] Total Funds on Hand Annual Mill Levy Stab. Debt/ @ 81.734 Cap

Reasses'mt Total [81.734 Cap] Collections Collected Net Available Net Debt [Escr $11.993 MM] Net Debt used as Surplus Fund Balance AssessedYEAR @ 2.0% Assessed Value [50.000 target] @ 98% @ 6% for Debt Service Service Net Debt Service Service Source $0 Target Ratio

2010 17,843,860 63.869 1,116,876 67,013 1,183,889 $608,217 $608,217 n/a n/a 81% 249%2011 17,836,940 62.119 1,085,853 65,151 1,151,004 923,876 923,876 n/a n/a 102% 164%2012 13,888,190 62.119 845,466 50,728 896,194 911,626 911,626 n/a n/a 100% 129%2013 13,868,770 62.119 844,284 50,657 894,941 914,501 914,501 n/a n/a 98% 129%2014 13,829,910 62.119 841,918 50,515 892,433 911,389 911,389 n/a n/a 95% 129%2015 13,873,240 62.119 844,556 50,673 895,229 912,389 912,389 n/a n/a 80% 129%2016 16,203,110 57.500 913,045 54,783 967,828 912,314 912,314 n/a n/a 78% 151%2017 16,234,510 50.000 795,491 47,729 843,220 911,914 911,914 n/a 547,405 72% 151%2018 17,166,410 50.000 841,154 50,469 891,623 910,776 910,776 n/a 506,936 70% 160%2019 17,105,770 50.000 838,183 50,291 888,474 913,451 913,451 n/a 470,662 0% 159%2020 19,107,440 50.000 936,265 56,176 992,440 [ Ref'd by Ser. 2020 ] $674,753 674,753 470,000 317,687 318,349 59% 240%2021 19,107,440 35.646 667,482 40,049 707,531 707,530 707,530 1 318,350 55% 229%2022 382,149 19,489,589 35.635 680,621 40,837 721,459 721,458 721,458 0 318,351 53% 229%2023 19,489,589 35.547 678,940 40,736 719,677 719,677 719,677 0 318,351 50% 230%2024 389,792 19,879,381 35.514 691,876 41,513 733,389 733,386 733,386 3 318,354 48% 230%2025 19,879,381 35.584 693,240 41,594 734,835 734,836 734,836 (2) 318,352 45% 230%2026 397,588 20,276,968 35.447 704,383 42,263 746,645 746,636 746,636 10 318,362 42% 231%2027 20,276,968 35.498 705,396 42,324 747,720 747,725 747,725 (5) 318,357 39% 230%2028 405,539 20,682,508 35.560 720,761 43,246 764,006 764,014 764,014 (8) 318,349 36% 230%2029 20,682,508 35.523 720,011 43,201 763,211 763,201 763,201 11 318,359 33% 230%2030 413,650 21,096,158 35.482 733,563 44,014 777,577 777,587 777,587 (10) 318,350 30% 230%2031 21,096,158 35.644 736,912 44,215 781,127 781,121 781,121 6 318,356 27% 229%2032 421,923 21,518,081 35.545 749,563 44,974 794,537 794,537 794,537 (1) 318,355 24% 230%2033 21,518,081 35.620 751,145 45,069 796,213 796,203 796,203 10 318,366 21% 229%2034 430,362 21,948,442 35.647 766,748 46,005 812,753 812,750 812,750 3 318,369 17% 229%2035 21,948,442 35.452 762,554 45,753 808,307 808,304 808,304 3 318,372 14% 231%2036 438,969 22,387,411 35.633 781,776 46,907 828,683 828,674 828,674 9 318,381 11% 229%2037 22,387,411 35.579 780,591 46,835 827,427 827,424 827,424 3 318,384 7% 230%2038 447,748 22,835,160 35.447 793,249 47,595 840,844 840,848 840,848 (4) 318,380 4% 231%2039 22,835,160 35.550 795,554 47,733 843,287 843,279 843,279 8 318,389 0% 230%

__________ __________ __________ _________ _________ _________ _________ _________ _________3,727,720 23,817,456 1,429,047 25,246,503 8,830,453 15,423,941 24,254,394 470,000 317,727

[JJan3020 20xr10J]

1/30/2020 J CBMRMD Fin Plan basic 20 TXL Refg Fin PlanPrepared by D.A. Davidson & Co.

Draft: For discussion purposes only.

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Jan 30, 2020 4:44 pm Prepared by D.A. Davidson & Co Quantitative Group~CJ (Consol Bell Mountain Ranch MD 18:JJAN3020-20TXR10J,20TXR10J)

SOURCES AND USES OF FUNDS

CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICTTAXABLE LOAN REFUNDING ISSUE, SERIES 2020(*Taxable converting to Tax-Exempt on 9/2/2020)

Full Advance Refunding of Series 2010, 2039 Amortization[ Preliminary -- for discussion only ]

Dated Date 02/27/2020Delivery Date 02/27/2020

Sources:

Bond Proceeds:Par Amount 11,565,000.00

Other Sources of Funds:Ser. 2010 Reserve Fund 92,527.00Ser. 2010 Surplus Fund 345,500.00Ser. 2010 COLOTRUST Fund 124,500.00

562,527.00

12,127,527.00

Uses:

Refunding Escrow Deposits:Cash Deposit 0.57Securities Purchases 11,992,828.00

11,992,828.57

Cost of Issuance:Bond Counsel 35,000.00Bank Counsel 15,000.00Escrow Verification 1,500.00Placement Agent Counsel 5,000.00Escrow Agent 550.00District Manager 10,000.00District Counsel 5,000.00Contingency 2,950.00Placement Agent 57,825.00

132,825.00

Other Uses of Funds:Rounding Amount 1,873.43

12,127,527.00

*Callable at 5 year anniversary subject to yield maintenance; callable at 10 year anniversary with no prepayment penalty

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SUMMARY OF REFUNDING RESULTS



Dated Date 02/27/2020Delivery Date 02/27/2020Arbitrage yield 2.880951%Escrow yield 1.514153%Value of Negative Arbitrage 120,951.73

Bond Par Amount 11,565,000.00True Interest Cost 2.880951%Net Interest Cost 2.873861%Average Coupon 2.873861%Average Life 11.611

Par amount of refunded bonds 11,585,000.00Average coupon of refunded bonds 4.847133%Average life of refunded bonds 11.812

PV of prior debt to 02/27/2020 @ 2.880951% 13,891,275.98Net PV Savings 1,765,622.41Percentage savings of refunded bonds 15.240591%

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SAVINGS



Present ValuePrior Refunding Annual to 02/27/2020

Date Debt Service Debt Service Savings Savings @ 2.8809508%

06/01/2020 272,125.63 108,036.38 164,089.25 162,868.2612/01/2020 642,125.63 566,716.93 75,408.70 239,497.95 73,784.7306/01/2021 264,725.63 158,329.89 106,395.74 102,626.1512/01/2021 649,725.63 549,199.83 100,525.80 206,921.54 95,587.2706/01/2022 257,025.63 152,809.22 104,216.41 97,689.3812/01/2022 657,025.63 568,648.83 88,376.80 192,593.21 81,665.4306/01/2023 248,825.63 146,934.67 101,890.96 92,816.3212/01/2023 663,825.63 572,742.00 91,083.63 192,974.59 81,793.3006/01/2024 240,214.38 141,692.83 98,521.55 87,216.2412/01/2024 670,214.38 591,692.83 78,521.55 177,043.10 68,524.1606/01/2025 231,184.38 134,548.56 96,635.82 83,134.5812/01/2025 681,184.38 600,287.83 80,896.55 177,532.37 68,606.0306/01/2026 221,509.38 127,966.22 93,543.16 78,204.7412/01/2026 691,509.38 618,669.33 72,840.05 166,383.21 60,031.6106/01/2027 210,640.63 121,030.00 89,610.63 72,804.4612/01/2027 700,640.63 626,695.00 73,945.63 163,556.26 59,224.2706/01/2028 199,309.38 114,507.17 84,802.21 66,955.0112/01/2028 714,309.38 649,507.17 64,802.21 149,604.42 50,437.6106/01/2029 187,400.00 106,308.22 81,091.78 62,220.0312/01/2029 727,400.00 656,892.33 70,507.67 151,599.45 53,330.8406/01/2030 174,912.50 98,522.67 76,389.83 56,959.5312/01/2030 739,912.50 679,064.00 60,848.50 137,238.33 44,726.9606/01/2031 161,846.88 90,312.44 71,534.44 51,835.0412/01/2031 751,846.88 690,808.67 61,038.21 132,572.65 43,601.2306/01/2032 147,465.63 82,268.67 65,196.96 45,910.6112/01/2032 767,465.63 712,268.67 55,196.96 120,393.92 38,316.8306/01/2033 132,353.13 72,901.11 59,452.02 40,684.5712/01/2033 777,353.13 723,301.67 54,051.46 113,503.48 36,463.5806/01/2034 116,631.25 63,700.00 52,931.25 35,200.8212/01/2034 796,631.25 749,050.00 47,581.25 100,512.50 31,193.5806/01/2035 100,056.25 54,003.44 46,052.81 29,762.8312/01/2035 810,056.25 754,300.17 55,756.08 101,808.89 35,522.1306/01/2036 82,750.00 44,336.83 38,413.17 24,125.4612/01/2036 827,750.00 784,336.83 43,413.17 81,826.34 26,878.5406/01/2037 64,125.00 33,619.44 30,505.56 18,618.8112/01/2037 849,125.00 793,804.17 55,320.83 85,826.39 33,285.1406/01/2038 44,500.00 22,861.22 21,638.78 12,834.6212/01/2038 869,500.00 817,986.83 51,513.17 73,151.95 30,120.1706/01/2039 23,875.00 11,607.56 12,267.44 7,071.0212/01/2039 978,875.00 831,671.33 147,203.67 159,471.11 83,644.08

18,347,952.62 15,423,940.96 2,924,011.66 2,924,011.66 2,326,275.98

Savings Summary

PV of savings from cash flow 2,326,275.98Less: Prior funds on hand -562,527.00Plus: Refunding funds on hand 1,873.43

Net PV Savings 1,765,622.41

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BOND SUMMARY STATISTICS



Dated Date 02/27/2020Delivery Date 02/27/2020First Coupon 06/01/2020Last Maturity 12/01/2039

Arbitrage Yield 2.880951%True Interest Cost (TIC) 2.880951%Net Interest Cost (NIC) 2.873861%All-In TIC 3.003454%Average Coupon 2.873861%

Average Life (years) 11.611Weighted Average Maturity (years) 11.611Duration of Issue (years) 9.588

Par Amount 11,565,000.00Bond Proceeds 11,565,000.00Total Interest 3,858,940.96Net Interest 3,858,940.96Bond Years from Dated Date 134,277,250.00Bond Years from Delivery Date 134,277,250.00Total Debt Service 15,423,940.96Maximum Annual Debt Service 843,278.89Average Annual Debt Service 780,519.92

Underwriter's Fees (per $1000) Average Takedown Other Fee

Total Underwriter's Discount

Bid Price 100.000000

AveragePar Average Average Maturity PV of 1 bp

Bond Component Value Price Coupon Life Date change

Taxable Loan due 2039 11,565,000.00 100.000 2.874% 11.611 10/07/2031 17,347.50

11,565,000.00 11.611 17,347.50

All-In ArbitrageTIC TIC Yield

Par Value 11,565,000.00 11,565,000.00 11,565,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -132,825.00 - Other Amounts

Target Value 11,565,000.00 11,432,175.00 11,565,000.00

Target Date 02/27/2020 02/27/2020 02/27/2020Yield 2.880951% 3.003454% 2.880951%

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DETAILED BOND DEBT SERVICE



Taxable Loan due 2039

Period AnnualEnding Principal Coupon Interest Debt Service Debt Service

06/01/2020 108,036.38 108,036.3812/01/2020 380,000 3.540% 186,716.93 566,716.93 674,753.3106/01/2021 158,329.89 158,329.8912/01/2021 390,000 3.540% 159,199.83 549,199.83 707,529.7206/01/2022 152,809.22 152,809.2212/01/2022 415,000 3.540% 153,648.83 568,648.83 721,458.0506/01/2023 146,934.67 146,934.6712/01/2023 425,000 3.540% 147,742.00 572,742.00 719,676.6706/01/2024 141,692.83 141,692.8312/01/2024 450,000 3.540% 141,692.83 591,692.83 733,385.6606/01/2025 134,548.56 134,548.5612/01/2025 465,000 3.540% 135,287.83 600,287.83 734,836.3906/01/2026 127,966.22 127,966.2212/01/2026 490,000 3.540% 128,669.33 618,669.33 746,635.5506/01/2027 121,030.00 121,030.0012/01/2027 505,000 3.540% 121,695.00 626,695.00 747,725.0006/01/2028 114,507.17 114,507.1712/01/2028 535,000 3.540% 114,507.17 649,507.17 764,014.3406/01/2029 106,308.22 106,308.2212/01/2029 550,000 3.540% 106,892.33 656,892.33 763,200.5506/01/2030 98,522.67 98,522.6712/01/2030 580,000 3.540% 99,064.00 679,064.00 777,586.6706/01/2031 90,312.44 90,312.4412/01/2031 600,000 3.540% 90,808.67 690,808.67 781,121.1106/01/2032 82,268.67 82,268.6712/01/2032 630,000 3.540% 82,268.67 712,268.67 794,537.3406/01/2033 72,901.11 72,901.1112/01/2033 650,000 3.540% 73,301.67 723,301.67 796,202.7806/01/2034 63,700.00 63,700.0012/01/2034 685,000 3.540% 64,050.00 749,050.00 812,750.0006/01/2035 54,003.44 54,003.4412/01/2035 700,000 3.540% 54,300.17 754,300.17 808,303.6106/01/2036 44,336.83 44,336.8312/01/2036 740,000 3.540% 44,336.83 784,336.83 828,673.6606/01/2037 33,619.44 33,619.4412/01/2037 760,000 3.540% 33,804.17 793,804.17 827,423.6106/01/2038 22,861.22 22,861.2212/01/2038 795,000 3.540% 22,986.83 817,986.83 840,848.0506/01/2039 11,607.56 11,607.5612/01/2039 820,000 3.540% 11,671.33 831,671.33 843,278.89

11,565,000 3,858,940.96 15,423,940.96 15,423,940.96

Bond Variable Rate Table

Begin End InterestDate Date Rate

02/27/2020 09/02/2020 3.540%09/02/2020 12/01/2039 2.800%

6

54


SUMMARY OF BONDS REFUNDED



Maturity Interest Par Call CallBond Date Rate Amount Date Price

Ser 2010 Insd BBB P&C Refg of 99A&B and 03s, 2039 mat (callable 12/1/20), SERIAL:12/01/2020 4.000% 370,000.0012/01/2021 4.000% 385,000.00 12/01/2020 100.00012/01/2022 4.100% 400,000.00 12/01/2020 100.00012/01/2023 4.150% 415,000.00 12/01/2020 100.00012/01/2024 4.200% 430,000.00 12/01/2020 100.00012/01/2025 4.300% 450,000.00 12/01/2020 100.000

2,450,000.00

Ser 2010 Insd BBB P&C Refg of 99A&B and 03s, 2039 mat (callable 12/1/20), TERM30:12/01/2026 4.625% 470,000.00 12/01/2020 100.00012/01/2027 4.625% 490,000.00 12/01/2020 100.00012/01/2028 4.625% 515,000.00 12/01/2020 100.00012/01/2029 4.625% 540,000.00 12/01/2020 100.00012/01/2030 4.625% 565,000.00 12/01/2020 100.000

2,580,000.00

Ser 2010 Insd BBB P&C Refg of 99A&B and 03s, 2039 mat (callable 12/1/20), TERM35:12/01/2031 4.875% 590,000.00 12/01/2020 100.00012/01/2032 4.875% 620,000.00 12/01/2020 100.00012/01/2033 4.875% 645,000.00 12/01/2020 100.00012/01/2034 4.875% 680,000.00 12/01/2020 100.00012/01/2035 4.875% 710,000.00 12/01/2020 100.000

3,245,000.00

Ser 2010 Insd BBB P&C Refg of 99A&B and 03s, 2039 mat (callable 12/1/20), TERM39:12/01/2036 5.000% 745,000.00 12/01/2020 100.00012/01/2037 5.000% 785,000.00 12/01/2020 100.00012/01/2038 5.000% 825,000.00 12/01/2020 100.00012/01/2039 5.000% 955,000.00 12/01/2020 100.000

3,310,000.00

11,585,000.00

7

55


PRIOR BOND DEBT SERVICE



Period AnnualEnding Principal Coupon Interest Debt Service Debt Service

06/01/2020 272,125.63 272,125.6312/01/2020 370,000 4.000% 272,125.63 642,125.63 914,251.2606/01/2021 264,725.63 264,725.6312/01/2021 385,000 4.000% 264,725.63 649,725.63 914,451.2606/01/2022 257,025.63 257,025.6312/01/2022 400,000 4.100% 257,025.63 657,025.63 914,051.2606/01/2023 248,825.63 248,825.6312/01/2023 415,000 4.150% 248,825.63 663,825.63 912,651.2606/01/2024 240,214.38 240,214.3812/01/2024 430,000 4.200% 240,214.38 670,214.38 910,428.7606/01/2025 231,184.38 231,184.3812/01/2025 450,000 4.300% 231,184.38 681,184.38 912,368.7606/01/2026 221,509.38 221,509.3812/01/2026 470,000 4.625% 221,509.38 691,509.38 913,018.7606/01/2027 210,640.63 210,640.6312/01/2027 490,000 4.625% 210,640.63 700,640.63 911,281.2606/01/2028 199,309.38 199,309.3812/01/2028 515,000 4.625% 199,309.38 714,309.38 913,618.7606/01/2029 187,400.00 187,400.0012/01/2029 540,000 4.625% 187,400.00 727,400.00 914,800.0006/01/2030 174,912.50 174,912.5012/01/2030 565,000 4.625% 174,912.50 739,912.50 914,825.0006/01/2031 161,846.88 161,846.8812/01/2031 590,000 4.875% 161,846.88 751,846.88 913,693.7606/01/2032 147,465.63 147,465.6312/01/2032 620,000 4.875% 147,465.63 767,465.63 914,931.2606/01/2033 132,353.13 132,353.1312/01/2033 645,000 4.875% 132,353.13 777,353.13 909,706.2606/01/2034 116,631.25 116,631.2512/01/2034 680,000 4.875% 116,631.25 796,631.25 913,262.5006/01/2035 100,056.25 100,056.2512/01/2035 710,000 4.875% 100,056.25 810,056.25 910,112.5006/01/2036 82,750.00 82,750.0012/01/2036 745,000 5.000% 82,750.00 827,750.00 910,500.0006/01/2037 64,125.00 64,125.0012/01/2037 785,000 5.000% 64,125.00 849,125.00 913,250.0006/01/2038 44,500.00 44,500.0012/01/2038 825,000 5.000% 44,500.00 869,500.00 914,000.0006/01/2039 23,875.00 23,875.0012/01/2039 955,000 5.000% 23,875.00 978,875.00 1,002,750.00

11,585,000 6,762,952.62 18,347,952.62 18,347,952.62

8

56


ESCROW REQUIREMENTS



Period PrincipalEnding Principal Interest Redeemed Total

06/01/2020 272,125.63 272,125.6312/01/2020 370,000.00 272,125.63 11,215,000.00 11,857,125.63

370,000.00 544,251.26 11,215,000.00 12,129,251.26

9

57


ESCROW DESCRIPTIONS



Type of Type of Maturity First Int Par MaxSecurity SLGS Date Pmt Date Amount Rate Rate

Feb 27, 2020:SLGS Certificate 06/01/2020 06/01/2020 271,035 1.550% 1.550%SLGS Certificate 12/01/2020 12/01/2020 11,721,793 1.520% 1.520%

11,992,828

SLGS Summary

SLGS Rates File 30JAN20Total Certificates of Indebtedness 11,992,828.00

10

58


ESCROW STATISTICS



Modified Yield to Yield to Perfect Value ofTotal Duration Receipt Disbursement Escrow Negative Cost of

Escrow Cost (years) Date Date Cost Arbitrage Dead Time

11,992,828.57 0.744 1.514153% 1.514153% 11,871,876.83 120,951.73 0.01

11,992,828.57 11,871,876.83 120,951.73 0.01

Delivery date 02/27/2020Arbitrage yield 2.880951%

11

59


BOND SOLUTION



Period Proposed Proposed Total Adj Revenue Unused Debt ServEnding Principal Debt Service Debt Service Constraints Revenues Coverage

12/01/2020 380,000 674,753 674,753 1,586,669 911,916 235.14799%12/01/2021 390,000 707,530 707,530 1,622,323 914,793 229.29391%12/01/2022 415,000 721,458 721,458 1,654,769 933,311 229.36455%12/01/2023 425,000 719,677 719,677 1,654,769 935,092 229.93228%12/01/2024 450,000 733,386 733,386 1,687,864 954,479 230.14690%12/01/2025 465,000 734,836 734,836 1,687,864 953,028 229.69254%12/01/2026 490,000 746,636 746,636 1,721,622 974,986 230.58394%12/01/2027 505,000 747,725 747,725 1,721,622 973,897 230.24797%12/01/2028 535,000 764,014 764,014 1,756,054 992,040 229.84570%12/01/2029 550,000 763,201 763,201 1,756,054 992,854 230.09078%12/01/2030 580,000 777,587 777,587 1,791,175 1,013,588 230.35055%12/01/2031 600,000 781,121 781,121 1,791,175 1,010,054 229.30825%12/01/2032 630,000 794,537 794,537 1,826,999 1,032,461 229.94497%12/01/2033 650,000 796,203 796,203 1,826,999 1,030,796 229.46399%12/01/2034 685,000 812,750 812,750 1,863,539 1,050,789 229.28805%12/01/2035 700,000 808,304 808,304 1,863,539 1,055,235 230.54934%12/01/2036 740,000 828,674 828,674 1,900,809 1,072,136 229.37973%12/01/2037 760,000 827,424 827,424 1,900,809 1,073,386 229.72627%12/01/2038 795,000 840,848 840,848 1,938,826 1,097,978 230.57978%12/01/2039 820,000 843,279 843,279 1,938,826 1,095,547 229.91511%

11,565,000 15,423,941 15,423,941 35,492,304 20,068,363

12

60

4837-3588-4721.2

KUTAK ROCK LLP DRAFT 01/30/2020

LOAN AGREEMENT

by and between

CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT DOUGLAS COUNTY, COLORADO

and

BBVA MORTGAGE CORPORATION, as lender

Dated as of February 27, 2020

61

Table of Contents

Page

ARTICLE I DEFINITIONS

Section 1.01. Definitions........................................................................................................ 3 Section 1.02. Interpretation .................................................................................................. 10

ARTICLE II LOAN

Section 2.01. Loan Terms .................................................................................................... 10 Section 2.02. Interest Rates; Loan Payments; Fees and Expenses ...................................... 11 Section 2.03. Costs and Expenses ........................................................................................ 14 Section 2.04. Manner of Payments ...................................................................................... 15 Section 2.05. Pledge ............................................................................................................. 15 Section 2.06. Conditions to Closing .................................................................................... 15

ARTICLE III FUNDS AND ACCOUNTS

Section 3.01. Revenue Fund ................................................................................................ 18 Section 3.02. Investments of Funds ..................................................................................... 19

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE DISTRICT

Section 4.01. Due Organization ........................................................................................... 20 Section 4.02. Power and Authorization ............................................................................... 20 Section 4.03. No Legal Bar .................................................................................................. 20 Section 4.04. Consents ......................................................................................................... 20 Section 4.05. Litigation ........................................................................................................ 20 Section 4.06. Enforceability ................................................................................................. 21 Section 4.07. Changes in Law.............................................................................................. 21 Section 4.08. Financial Information and Statements ........................................................... 21 Section 4.09. Accuracy of Information ................................................................................ 21 Section 4.10. Tax-Exempt Status ......................................................................................... 21 Section 4.11. Financing Documents .................................................................................... 21 Section 4.12. Regulations U and X ...................................................................................... 21 Section 4.13. Default, Etc .................................................................................................... 21 Section 4.14. Sovereign Immunity....................................................................................... 22 Section 4.15. No Filings....................................................................................................... 22 Section 4.16. Outstanding Debt ........................................................................................... 22 Section 4.17. Insurance ........................................................................................................ 22 Section 4.18. No Liens ......................................................................................................... 22 Section 4.19. No Rating, Etc ................................................................................................ 22

62

Table of Contents (continued)

Page

ii

ARTICLE V COVENANTS OF THE DISTRICT

Section 5.01. Performance of Covenants, Authority ........................................................... 22 Section 5.02. Laws, Permits, and Obligations ..................................................................... 22 Section 5.03. Tax-Exempt Reissuance of Taxable/Tax-Exempt Note ................................ 23 Section 5.04. Tax Covenants ............................................................................................... 23 Section 5.05. Bonding and Insurance .................................................................................. 24 Section 5.06. Other Liabilities ............................................................................................. 24 Section 5.07. Proper Books and Records ............................................................................. 24 Section 5.08. Reporting Requirements ................................................................................ 24 Section 5.09. Visitation and Examination............................................................................ 26 Section 5.10. Further Assurances......................................................................................... 26 Section 5.11. Debt Service Mill Levy Covenants ................................................................ 26 Section 5.12. Additional Debt .............................................................................................. 27 Section 5.13. Continued Existence ...................................................................................... 28 Section 5.14. Restructuring .................................................................................................. 28 Section 5.15. District Operations ......................................................................................... 28 Section 5.16. Enforcement and Collection .......................................................................... 28 Section 5.17. Material Adverse Action ................................................................................ 28 Section 5.18. No Change in Financing Documents or Inconsistent Actions ....................... 28 Section 5.19. References to Lender ..................................................................................... 28 Section 5.20. Termination of Agreement ............................................................................. 28 Section 5.21. Limitation Upon Exclusion of Property ......................................................... 28

ARTICLE VI

RESERVED ................................................................................................................................. 29

ARTICLE VII EVENTS OF DEFAULT AND REMEDIES

Section 7.01. Events of Default ........................................................................................... 29 Section 7.02. Remedies ........................................................................................................ 30 Section 7.03. Notice to Lender of Default ........................................................................... 31 Section 7.04. Additional Lender Rights ............................................................................... 31 Section 7.05. Credit Balances; Setoff .................................................................................. 31 Section 7.06. Delay or Omission No Waiver ....................................................................... 31 Section 7.07. No Waiver of One Default To Affect Another; Remedies Cumulative......... 31

ARTICLE VIII MISCELLANEOUS

Section 8.01. Financing Document Inconsistencies ............................................................ 31 Section 8.02. Assignments, Participations, etc .................................................................... 32

63

Table of Contents (continued)

Page

iii

Section 8.03. Litigation/Indemnification ............................................................................. 33 Section 8.04. Notice of Claims Against Lender; Limitation of Certain Damages .............. 34 Section 8.05. Notices ........................................................................................................... 34 Section 8.06. Payments ........................................................................................................ 35 Section 8.07. Applicable Law and Jurisdiction; Interpretation; Severability ...................... 35 Section 8.08. Copies; Entire Agreement; Modification ....................................................... 36 Section 8.09. Waiver of Jury Trial ....................................................................................... 36 Section 8.10. Exhibits .......................................................................................................... 36 Section 8.11. No Recourse Against Officers and Agents .................................................... 36 Section 8.12. Conclusive Recital ......................................................................................... 37 Section 8.13. Limitation of Actions ..................................................................................... 37 Section 8.14. Pledge of Revenues ........................................................................................ 37 Section 8.15. No Advisory or Fiduciary Relationship ......................................................... 37 Section 8.16. No Liability .................................................................................................... 37 Section 8.17. No Waiver; Modifications in Writing ............................................................ 38 Section 8.18. Payment on Non-Business Days .................................................................... 38 Section 8.19. Document Imaging......................................................................................... 38 Section 8.20. Further Assurances......................................................................................... 39 Section 8.21. Execution in Counterparts.............................................................................. 39 Section 8.22. Severability .................................................................................................... 39 Section 8.23. Headings ........................................................................................................ 39 Section 8.24. Lender Consent .............................................................................................. 39 Section 8.25. Integration ...................................................................................................... 39 Section 8.26. Lender Representation ................................................................................... 39 Section 8.27. Patriot Act Notice .......................................................................................... 39

EXHIBIT A - FORM OF NOTES EXHIBIT B - DEBT BALLOT ISSUES FROM 1998 ELECTION

64

4837-3588-4721.2

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2020, by and between CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado (the “District”), and BBVA MORTGAGE CORPORATION, an Alabama corporation, in its capacity as lender (the “Lender”).

W I T N E S S E T H :

WHEREAS, the District is a quasi-municipal corporation and political subdivision of the State of Colorado, duly organized and existing as a metropolitan district under the constitution and laws of the State (capitalized terms not defined in the preambles herein shall have the meanings set forth in Section 1.01 of this Agreement); and

WHEREAS, at an election of the qualified electors of the District, duly called and held on Tuesday, November 3, 1998, in accordance with law and pursuant to due notice, a majority of those qualified to vote and voting at the 1998 Election voted in favor of, inter alia, the issuance of general obligation indebtedness and the imposition of taxes for the payment thereof, for the purpose of providing certain improvements and facilities and refunding debt for the same, the ballot issues relating thereto being as set forth in Exhibit B attached hereto; and

WHEREAS, the returns of the 1998 Election were duly canvassed and the result thereof duly declared; and

WHEREAS, the result of the 1998 Election was certified by the District by certified mail to the board of county commissioners of each county in which the District is located or to the governing body of a municipality that has adopted a resolution of approval of the special district pursuant to § 32-1-204.5, C.R.S., and with the division of securities created by § 11-51-701, C.R.S. not less than thirty days prior to the date hereof; and

WHEREAS, subsequent to the 1998 Election and in accordance with such voter approval, the District duly authorized, sold, issued, and delivered to the purchasers the following debt obligations:

(a) debt obligations which have been paid and cancelled as of the date of this Agreement include the District’s (i) General Obligation Limited Tax Refunding Bonds, Series 1999, originally issued in the aggregate principal amount of $8,055,000; (ii) General Obligation Limited Tax Bonds, Series 1999B, originally issued in the aggregate principal amount of $3,450,000; and (iii) Subordinate General Obligation Limited Tax Refunding and Improvement Bonds, Series 2003, originally issued in the aggregate principal amount of $3,970,000; and

(b) debt obligations which are currently outstanding include the District’s General Obligation Limited Tax Refunding Bonds, Series 2010, originally issued in the aggregate principal amount of $14,710,000 and currently outstanding in the aggregate principal amount of $11,585,000; and

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4837-3588-4721.2

WHEREAS, the Series 2010 Bonds are the only outstanding general obligations of the District as of the date of this Agreement; and

WHEREAS, the Board of Directors of the District has determined and hereby determines that by entering into a refunding program with respect to the Series 2010 Bonds, the District can lower the interest rate on said obligation, reduce interest costs and effect other economies; and

WHEREAS, the Board has determined and hereby determines that it is in the best interests of the District, and the residents and taxpayers thereof, that the Series 2010 Bonds be refunded by the issuance of additional debt, and that for such purpose there shall be issued and delivered a note or notes of the District; and

WHEREAS, the Lender is willing to make a loan for the purpose of paying the costs of refunding the Series 2010 Bonds, all as is more specifically set forth herein; and

WHEREAS, the Loan shall be evidenced by the Note and incurred pursuant to the provisions of Title 32, Article 1, Parts 11 and 13, C.R.S., and all other laws thereunto enabling; and

WHEREAS, for purposes of federal taxation laws and the exemption from taxation of interest on the Loan, the Loan will be evidenced by the issuance of a Taxable/Tax-Exempt Promissory Note, the interest on which is initially included in gross income for federal income tax purposes, and which interest will be excluded from gross income for federal income tax purposes only upon the occurrence of the “Tax-Exempt Reissuance Date”; and

WHEREAS, prior to the Tax-Exempt Reissuance Date the interest rate on the Loan will be the Taxable Fixed Rate and on and after the Tax-Exempt Reissuance Date the interest rate on the Loan will be the Tax-Exempt Fixed Rate; and

WHEREAS, the Lender is willing to enter into this Agreement and to make the Loan to the District pursuant to the terms and conditions of this Agreement; and

WHEREAS, the Lender is a financial institution or institutional investor within the meaning of §32-1-103, C.R.S., and the debt represented by the Loan is permitted pursuant to §32-1-1101 (6)(a)(IV), C.R.S.; and

WHEREAS, the incurrence of the Loan and the issuance of the Note shall not involve a public offering, and shall be made exclusively to the Lender as an “accredited investor”, as that term is defined under sections 3(b) and (4)(2) of the federal “Securities Act of 1933” by regulation adopted thereunder by the securities and exchange commission, and will be exempt from registration under the Colorado Municipal Bond Supervision Act; and

WHEREAS, the Loan shall be payable from and secured by the Collateral (as defined herein);

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the parties hereto agree as follows.

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4837-3588-4721.2

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. In this Agreement, except as otherwise expressly provided or where the context indicates otherwise, the following capitalized terms shall have the respective meanings set forth below. These definitions shall be equally applicable to both the singular and the plural forms of the terms so defined.

“Accredited Investor” means any Person which is an “accredited investor”, as that term is defined under sections 3(b) and (4)(2) of the federal “Securities Act of 1933” by regulation adopted thereunder by the securities and exchange commission.

“Agreement” means this Loan Agreement and any amendments or supplements made hereto in accordance with the terms herewith.

“Authorized Officer” means any member of the Board.

“Authorizing Resolution” means the resolution adopted by the Board on February 4, 2020, authorizing the District to enter into the Loan and execute and deliver the Financing Documents.

“BBVA” means BBVA USA, an Alabama banking corporation.

“Board” means the Board of Directors of the District.

“Bond Counsel” means Kutak Rock LLP, or such other firm of nationally recognized municipal bond counsel acceptable to the Lender.

“Business Day” means any day of the week on which the Lender is conducting banking operations nationally and on which day the Lender’s offices are open for business in Denver, Colorado.

“Certified Public Accountant” means a certified public accountant within the meaning of §12-2-115, C.R.S., and any amendment thereto, licensed to practice in the State.

“Closing” means the concurrent execution and delivery of the Financing Documents by the respective parties thereto and the disbursement of the proceeds of the Loan in accordance with the provisions hereof.

“Closing Date” means the date on which the Closing occurs.

“Closing Memorandum” means the closing memorandum, dated as of the Closing Date, setting forth the disbursement of the proceeds of the Loan, including the application of such funds to payment of the costs, expenses and fees incurred in connection with the issuance of the Loan.

“Code” means the Internal Revenue Code of 1986, as amended.

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4837-3588-4721.2

“Collateral” means (a) the Pledged Revenue; and (b) all amounts from time to time credited to the Revenue Fund and investment earnings thereon.

“C.R.S.” means the Colorado Revised Statutes, as amended and supplemented as of the Closing Date.

“Debt” means, without duplication, all of the following obligations of the District incurred after the Closing Date for the payment of which the District promises or is required to impose an ad valorem property tax levy and/or impose fees or pledge any part of the Collateral: (a) borrowed money of any kind; (b) obligations evidenced by bonds, debentures, notes, or similar instruments; (c) obligations upon which interest charges are customarily paid; (d) obligations under conditional sale or other title retention agreements relating to property or assets purchased by the District; (e) obligations issued or assumed as the deferred purchase price of property or services; (f) obligations in connection with indebtedness of others secured by (or which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any lien or other encumbrance on property owned or acquired by the District, whether or not the obligations secured thereby have been assumed (only to the extent of the fair market value of such asset if such indebtedness has not been assumed by the District); (g) obligations arising from guarantees made by the District; (h) obligations evidenced by capital leases; (i) obligations as an account party in respect of letters of credit and bankers’ acceptances or similar obligations issued in respect of the District; and (j) obligations evidenced by any interest rate exchange agreement; provided that notwithstanding the foregoing, the term “Debt” does not include obligations issued for: the provision of operation and maintenance services to the District’s taxpayers and service users; or for any purpose, the repayment of which is contingent upon the District’s annual determination to appropriate moneys therefor, other than capital leases as set forth in clause (h) above, so long as: (i) such obligations are payable only to the extent the District has excess moneys on hand; (ii) such obligations are payable in any Fiscal Year only after the last scheduled payment of principal or interest on the Loan in such Fiscal Year; and (iii) the District makes no promise to impose any tax, fee, or other governmental charge for the payment of such obligations.

“Debt Requirements” means, with respect to any Fiscal Year, an amount equal to the sum of the following with respect to such Fiscal Year:

(a) the principal coming due on the Loan in such Fiscal Year in accordance with Section 2.02(b) hereof;

(b) the interest coming due on the Loan during such Fiscal Year, which interest shall be computed at the Taxable Fixed Rate or the Tax-Exempt Fixed Rate, as applicable; provided however, that if at the time of computation: (i) a Noticed Event of Default has occurred and is continuing, the District shall compute the interest due and payable in the relevant year at the Default Rate; or (ii) a Notice of Taxable Rate Increase has occurred and is continuing, the District shall compute the interest due and payable in the relevant year at the Taxable Fixed Rate; and

(c) the amount of any fees, costs and expenses or other amounts then owed, including amounts unpaid in prior years due to insufficient funds being available for such

68

4837-3588-4721.2

purposes, or to become due and payable to the Lender in accordance with this Agreement in such Fiscal Year.

“Default” means an event, act, or occurrence which, with the giving of notice or the lapse of time (or both), would become an Event of Default.

“Default Rate” means a rate per annum equal to the sum of: (a) the Taxable Fixed Rate or the Tax-Exempt Fixed Rate, whichever is in effect at the time of the occurrence of the Noticed Event of Default; plus (b) 4.00%.

“Determination of Taxability” means, on and after the Tax-Exempt Reissuance Date, any determination, decision, or decree made by the commissioner or any district director of the Internal Revenue Service, or by any court of competent jurisdiction, which results in interest payable on the Note becoming includable, in whole or in part, in the gross income of the recipient pursuant to Section 103(b) of the Code, and the rules and regulations promulgated thereunder, if and so long as such determination, decision, or decree is not being appealed or otherwise contested in good faith by the District. It is understood and agreed that a Determination of Taxability may result from the occurrence of any event, including without limitation any change in the Constitution or laws of the United States of America or the State or interpretation thereof.

“District” means Consolidated Bell Mountain Ranch Metropolitan District, Douglas County, Colorado.

“District Closing Funds” means the moneys held by or on behalf of the District as of the Closing Date which are pledged to the payment of the Series 2010 Bonds, being moneys in the amount of $_____________.

“Escrow Account” means that certain Consolidated Bell Mountain Ranch Metropolitan District Refunding Escrow Account, 2020, created by the terms of the Escrow Agreement.

“Escrow Agent” means UMB Bank, n.a., in its role as escrow agent under the Escrow Agreement.

“Escrow Agreement” means that certain Refunding Escrow Agreement, dated of even date herewith, between the District and the Escrow Agent, pursuant to which the Series 2010 Bonds are defeased and paid.

“Event of Default” has the meaning set forth in Section 7.01 hereof.

“Financing Documents” means this Agreement, the Note evidencing the Loan, and the Authorizing Resolution, all in form and substance satisfactory to the Lender.

“Fiscal Year” means the 12 months commencing January 1 of any year and ending December 31 of such year.

“General Counsel” means Collins Cockrel & Cole P.C., or any successor General Counsel designated in writing by the District.

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“Interest Differential” has the meaning set forth in Section 2.02(a)(iii)(B) hereof.

“Interest Payment Date” means June 1 and December 1 of each year, commencing on June 1, 2020, and the Maturity Date.

“Lender” means BBVA Mortgage Corporation, an Alabama corporation, in its capacity as lender of the Loan.

“Loan” means the loan made by the Lender to the District hereunder in the aggregate principal amount of $__________.

“Loan Balance” means, as of any relevant date, the sum of the Loan less any payments of principal received by the Lender for application to the Loan as of such date.

“Loan Obligations” has the meaning set forth in Section 2.05 hereof.

“Loan Year” means the period commencing (i) on December 2 of any calendar year, and (ii) ending on December 1 of the following calendar year.

“Maturity Date” means December 1, 2039.

“Maximum Rate” means 12.00%, the maximum Net Effective Interest Rate permitted by the 1998 Election.

“Net Effective Interest Rate” means, as of any Interest Payment Date, the total amount of interest accrued hereunder on the Loan from the Closing Date through such Interest Payment Date, divided by the sum of the products derived by multiplying the principal amount of the Loan outstanding by the number of years from the date of this Agreement to the Interest Payment Date (or the date on which such principal amount was actually paid, if earlier); provided that in the event of a conflict between the above calculations and the calculations of net effective interest rate required by law or by the terms of the District’s electoral authorization, the net effective interest rate required by law or by the terms of the District’s electoral authorization shall control.

“Note” means the Consolidated Bell Mountain Ranch Metropolitan District Promissory Note evidencing the Loan, issued by the District, as maker, to the Lender, as payee, dated as of the date of issuance, and in substantially the form set forth in Exhibit A attached hereto.

“Noticed Event of Default” means an Event of Default which has occurred and is continuing for which the Lender has provided written notice to the District that (a) identifies such Event of Default as a “Noticed Event of Default” and (b) states the effective date that such Event of Default became a Noticed Event of Default, which date shall not be earlier than the date of such notice, subject to the provisions of Section 7.01(c) relating to a Cure Period Notice.

“Notice of Taxable Rate Increase” means a written notice of the Lender to the District stating that, as a result of the occurrence of a Determination of Taxability, the Lender is exercising its right to invoke the Taxable Rate Increase.

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“Participants” means one or more commercial banks or other Persons not affiliates of the District, which Participants shall be Accredited Investors.

“Payment Date” means an Interest Payment Date or a Principal Payment Date, as the context requires.

“Permitted Investments” means any investment or deposit permissible for the District under then applicable law.

“Person” means an individual, a corporation, a partnership, an association, a joint venture, a trust, an unincorporated organization or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Pledged Revenue” means the moneys derived by the District from the following sources, after payment of any costs of collection:

(a) the Required Mill Levy;

(b) the portion of the Specific Ownership Taxes allocable to the amount of the Required Mill Levy; and

(c) any other legally available moneys which the Board determines in its sole discretion to apply as Pledged Revenue.

“Post-Conversion Taxable Date” means the date on which interest on the Loan is first includable in gross income of the Lender or a Participant (including, without limitation, any previous Lender or previous Participant) as a result of a Determination of Taxability.

“Post-Conversion Taxable Period” has the meaning assigned to it in Section 2.03(b) hereof.

“Prepayment Fee” means, on and after the five-year anniversary of the Closing Date, subject to the provisions of Section 2.02(c) hereof, if a prepayment of the Loan Balance occurs prior to the ten-year anniversary of the Closing Date, an amount, if any, equal to the Annual Yield Differential multiplied by the Percent Being Prepaid, multiplied by the Average Remaining Outstanding Principal Amount, multiplied by the number of days from the date Lender received the prepayment (the “Prepayment Date”) through the Maturity Date, divided by 360. The Prepayment Fee shall only be applicable to any prepayment made that is in addition to the scheduled principal payments on the Loan. For purposes of the foregoing calculation only, the following capitalized terms shall have the meanings assigned below:

1. “Annual Yield Differential” means the difference (but not less than zero) between: (i) the U.S. Treasury constant maturity yield, as reported in the H.15 Report, for the Closing Date, for a maturity that is the same as the Maturity Date as of the Closing Date (rounded to the nearest whole number of months) or, if no such maturity is reported, an interpolated yield based on the reported maturity that is next shorter than, and the maturity reported that is next longer than, the Maturity Date as of the Closing Date; and (ii) the U.S. Treasury constant maturity yield, as reported in the

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H.15 Report, daily updates, for the Prepayment Date for a maturity that is the same as the remaining term of the Loan at the Prepayment Date (rounded to the nearest whole number of months) or, if no such maturity is reported, then the interpolated yield based on the reported maturity that is next shorter than, and the maturity reported that is next longer than, the remaining term of the Loan on the Prepayment Date. If the H.15 Report is not available for any day, then the H.15 Report for the immediately preceding day on which yields were last reported will be used.

2. “Average Remaining Outstanding Principal Amount” means the simple average of (i) the outstanding principal balance of Loan plus any accrued and unpaid fees or other sums owed in connection with the Loan as of the Prepayment Date (prior to any prepayment being applied); and (ii) the scheduled principal amount of the Loan as of the Maturity Date (taking into account any prior prepayments, but not the prepayment being then made).

3. “Percent Being Prepaid” means the amount determined by dividing the principal amount of the Loan being prepaid by the unpaid principal balance of the Loan as of the Prepayment Date.

“Principal Payment Date” means December 1 of each year, commencing December 1, 2020, and the Maturity Date.

“Refunded Bonds Indenture” has meaning the Indenture of Trust, dated as of June 1, 2010, providing for the issuance, delivery and security for the Refunded Bonds.

“Required Mill Levy” shall have the following meaning:

(a) Subject to paragraph (b) below, an ad valorem mill levy (a mill being equal to 1/10 of 1 cent) imposed upon all taxable property of the District each year in an amount which, when combined with any moneys in the Revenue Fund not required to be applied to the payment of the Loan in the then-current Fiscal Year, will generate property tax revenues of not less than the Debt Requirements for the next Fiscal Year, but not in excess of 60 mills; provided, however, that in the event the method of calculating assessed valuation is or was changed after September 30, 1998, the minimum and maximum mill levies provided herein will be increased or decreased to reflect such changes, such increases or decreases to be determined by the Board in good faith (such determination to be binding and final) so that to the extent possible, the actual tax revenues generated by the mill levy, as adjusted, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation shall be deemed to be a change in the method of calculating assessed valuation. The District hereby determines that, pursuant to the above formula, as of the Closing Date the foregoing mill levy of 60 mills has adjusted upwards to 81.734 mills.

(b) Notwithstanding anything herein to the contrary, in no event may the Required Mill Levy be established at a mill levy which would cause the District to derive property tax revenue in any year in excess of the maximum tax increases permitted by the District’s electoral authorization, and if the Required Mill Levy as calculated pursuant to

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the foregoing would cause the amount of taxes collected in any year to exceed the maximum tax increase permitted by the District’s electoral authorization, the Required Mill Levy shall be reduced to the point that such maximum tax increase is not exceeded.

“Revenue Fund” means the fund by that name established by the provisions of this Agreement to be held and administered pursuant to the provisions hereof.

“Series 2010 Bonds” means the District’s General Obligation Limited Tax Refunding Bonds, Series 2010, originally issued in the aggregate principal amount of $14,710,000 and currently outstanding in the aggregate principal amount of $11,585,000.

“Service Plan” means the service plan for the District, as approved pursuant to Title 32, Article 1, C.R.S., including any amendments or supplements made thereto in accordance with law.

“Special District Act” means Title 32, Article 1, C.R.S.

“Specific Ownership Tax” means the specific ownership tax which is collected by the appropriate county and remitted to the District pursuant to § 42-3-107, C.R.S., or any successor statute.

“State” means the State of Colorado.

“Supplemental Public Securities Act” means Title 11, Article 57, Part 2, C.R.S.

“Taxable Fixed Rate” means a rate per annum of 3.54%.

“Taxable Interest” means the interest borne by the Note which is not excluded from the gross income of the recipients for federal income tax purposes.

“Taxable Rate Increase” has the meaning assigned to it in Section 2.02(A)(ii)(C).

“Tax Certificate” means the tax compliance certificate to be signed by the District in connection with the issuance of a Tax-Exempt Reissuance Opinion with respect to the Note, in a form acceptable to Bond Counsel, relating to the requirements of Sections 103 and 141-150 of the Code.

“Tax-Exempt Fixed Rate” means a rate per annum of 2.80%.

“Tax-Exempt Interest” means the interest to be borne by the Note on and after the Tax-Exempt Reissuance Date, which interest is excluded from gross income for the recipients for federal income tax purposes.

“Tax-Exempt Reissuance Date” means the date on which the Note is reissued for federal income tax purposes for an obligation bearing Tax-Exempt Interest.

“Tax-Exempt Reissuance Opinion” means an opinion of Bond Counsel to the effect that, on and after the Tax-Exempt Reissuance Date the interest on the Note reissued after such date will be excluded from the gross income of the recipients for federal income tax purposes.

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“1998 Election” means the authorizing debt election held within the District on November 3, 1998.

Section 1.02. Interpretation. In this Agreement, unless the context otherwise requires:

(a) the terms “herein”, “hereunder”, “hereby”, “hereto”, “hereof”, and any similar term refer to this Agreement as a whole and not to any particular article, section, or subdivision hereof; the term “heretofore” means before the date of execution of this Agreement, the term “now” means at the date of execution of this Agreement, and the term “hereafter” means after the date of execution of this Agreement;

(b) words of the masculine gender include correlative words of the feminine and neuter genders; words importing the singular number include the plural number and vice versa; and the word “person” or similar term includes, but is not limited to, natural persons, firms, associations, corporations, partnerships, and public bodies;

(c) the captions or headings of this Agreement, and the table of contents appended to copies hereof, are for convenience only and in no way define, limit, or describe the scope or intent of any provision, article, or section of this Agreement;

(d) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; and

(e) all exhibits referred to herein are incorporated herein by reference.

ARTICLE II

LOAN

Section 2.01. Loan Terms.

(a) Agreement To Make Loan. The Lender hereby agrees to extend the Loan to the District in the aggregate principal amount of $____,000 on the terms and conditions of this Agreement. The Loan shall be evidenced by the Note, which shall be issued to the Lender on the Closing Date.

(b) Application of Loan Proceeds and District Closing Funds. On the Closing Date, the Lender will make available the proceeds of the Loan and such moneys shall be applied as follows and in accordance with the Closing Memorandum:

(i) the amount of $_________ shall be transferred to the Escrow Agent for credit to the Escrow Account, which together with the District Closing Funds (being a total amount of $_________), will be sufficient to fund the Escrow Account in accordance with the report of a Certified Public Accountant; and

(ii) the amount of $_________ shall be transferred to the District for payment of the fees, costs and expenses incurred in connection with the issuance and delivery of the Loan.

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Section 2.02. Interest Rates; Loan Payments; Fees and Expenses.

(a) Interest Payments.

(i) Payment Dates and Computations. Interest payments on the Loan shall be due on each Interest Payment Date. All interest due and payable hereunder shall be calculated on the basis of a 360-day year of twelve 30-day months. Interest not paid when due shall remain due and owing, but shall not compound or bear additional interest. In the event that any interest is due but unpaid on and after the Maturity Date, interest shall thereafter be payable, in whole or in part, on each June 1 and December 1; provided that the District shall have the right to pay all principal and interest on the Loan in full on any date after the Maturity Date.

(ii) Interest Rates.

(A) Fixed Rates.

(1) Subject to the provisions of paragraph (B) of this Section 2.02(a)(ii), commencing on the Closing Date, through but not including any Tax-Exempt Reissuance Date, if such Tax-Exempt Reissuance Date occurs (and if the Tax-Exempt Reissuance Date never occurs, through and including the Maturity Date), the Loan shall bear interest at the Taxable Fixed Rate.

(2) Subject to the provisions of paragraphs (B) and (C) of this Section 2.02(a)(ii), commencing on the Tax-Exempt Reissuance Date, if such Tax-Exempt Reissuance Date occurs, through and including the Maturity Date, the Loan shall bear interest at the Tax-Exempt Fixed Rate.

(B) Default Rate. Upon the occurrence of a Noticed Event of Default and for so long as such Event of Default continues and remains uncured to the satisfaction of the Lender, the Loan Balance shall bear interest at the Default Rate. Any such Default Rate will apply as of the date of the Default, or as of any later date determined by the Lender in the notice provided by the Lender to the District pursuant to Section 7.01 hereof entitled “Events of Default.”

(C) Taxable Rate Increase. The Tax-Exempt Fixed Rate or the Default Rate, as applicable, shall be increased on the Post-Conversion Taxable Date, by dividing the otherwise applicable interest rate then in effect on the Loan by 79% (the “Taxable Rate Increase”); provided that any Taxable Rate Increase shall be deemed to have occurred hereunder only if a Notice of Taxable Rate Increase is given by the Lender to the District.

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(iii) Maximum Interest Rate; Interest Rate Differential.

(A) Maximum Rate. Notwithstanding the foregoing provisions, the maximum Net Effective Interest Rate that the District is authorized to pay with respect to the Loan is the Maximum Rate, and the Loan shall not bear interest at a rate as of any Interest Payment Date that would cause the Net Effective Interest Rate on the Loan to exceed the Maximum Rate. To the extent amounts due to the Lender have not been fully repaid because of the application of this Maximum Rate provision, the provisions of Section 2.02(a)(iii)(B) hereof shall apply.

(B) Interest Rate Differential. If the interest due and payable hereunder is in excess of the amount actually paid by the District as a result of the Maximum Rate provisions of Section 2.02(a)(iii)(A) hereof, the difference between what would have been the interest payable had interest accrued at the applicable interest rate, and the actual interest paid by the District on such obligation (the “Interest Differential”) shall remain an obligation of the District. If at any time there is an Interest Differential owed to the Lender, any reduction in interest rate that would result from the application of the Maximum Rate to the applicable interest rate shall not reduce the rate of interest below the Maximum Rate until the total amount due has been paid to the Lender as if the applicable interest rate had at all times been utilized. It is acknowledged by the Lender that the obligations of the District hereunder are limited by the District’s voted debt authorization with respect to principal amount, Maximum Rate, maximum repayment cost, and maximum annual tax increases, and that, notwithstanding anything herein to the contrary, the District is not authorized and is not obligating itself with respect to the foregoing obligations in excess of that which is permitted under the terms of the District’s voted debt authorization. Notwithstanding anything else herein to the contrary, the District shall not be obligated to pay more than the amount permitted by law and its electoral authorization in repayment of the District’s obligations hereunder, including all payments of principal, Prepayment Fee if any, and interest, and all of the District’s obligations hereunder and under the Note will be deemed defeased and no longer outstanding upon the payment by the District of such amount.

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(b) Principal Payments. Repayment of principal amounts of the Note shall come due on the dates and in the amounts set forth below:

Principal Payment Date Principal Amount Due

December 1, 2020 $ _______ December 1, 2021 December 1, 2022 December 1, 2023 December 1, 2024 December 1, 2025 December 1, 2026 December 1, 2027 December 1, 2028 December 1, 2029 December 1, 2030 December 1, 2031 December 1, 2032 December 1, 2033 December 1, 2034 December 1, 2035 December 1, 2036 December 1, 2037 December 1, 2038 December 1, 2039

(Maturity Date) All remaining unpaid principal

(c) Optional Prepayment. Subject to the proviso below, the District may, at its

option, prepay the Loan in whole, or, with consent of the Lender, in part, on any Interest Payment Date occurring on or after five years from the Closing Date upon payment to the Lender of the principal amount so prepaid, accrued interest thereon at the rate then borne by the Loan to date the Lender receives such prepayment, plus any Prepayment Fee; provided that if the amount of the Prepayment Fee on any proposed prepayment date exceeds the maximum Prepayment Fee permitted by then-applicable law, then the Loan shall be considered non-prepayable to that extent. Notwithstanding anything herein to the contrary, no Prepayment Fee shall be due for any prepayment of any portion of the Loan which occurs on or after a date which is ten years from the Closing Date. Any partial prepayments of the Loan shall be applied to the Loan Balance as determined by the Lender.

(d) Obligations Unconditional. The District’s obligation to repay the Loan hereunder and all of its other obligations under this Agreement shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which the District may have against the Lender, any Participant, or any other Person, including, without limitation, any defense based on the failure of any non-application or misapplication of the proceeds of the Loan hereunder, and irrespective of the legality, validity, regularity, or enforceability of all or any of the Financing Documents, and notwithstanding any amendment or waiver of (other than an amendment

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or waiver signed by the Lender explicitly reciting the release or discharge of any such obligation), or any consent to, or departure from, all or any of the Financing Documents or any exchange, release, or non-perfection of any Collateral, and any other circumstances or happening whatsoever, whether or not similar to any of the foregoing.

(e) Waivers, Etc. To the extent permitted by law: (i) the District hereby waives (A) presentment, demand, notice of demand, protest, notice of protest, notice of dishonor, and notice of nonpayment; (B) to the extent the Lender is not in default hereunder, the right, if any, to the benefit of, or to direct application of, any security hypothecated to the Lender until all obligations of the District to the Lender hereunder, howsoever arising, have been paid; (C) the right to require the Lender to proceed against the District hereunder, or against any Person under any guaranty or similar arrangement, or under any agreement between the Lender and any Person or to pursue any other remedy in the Lender’s power; and (D) any defense arising out of the election by the Lender to foreclose on any security by one or more non-judicial or judicial sales; (ii) the Lender may exercise any other right or remedy, even though any such election operates to impair or extinguish the District’s right to repayment from, or any other right or remedy it may have against, any Person, or any security; and (iii) the District agrees that the Lender may proceed against the District or any Person directly and independently of any other, and that any forbearance, change of rate of interest, or acceptance, release, or substitution of any security, guaranty, or loan or change of any term or condition thereunder or under any Financing Document (other than by mutual agreement between the District and the Lender) shall not in any way affect the liability of the District hereunder.

(f) Electoral Limitations. The amounts payable to the Lender as principal of, Prepayment Fee, if any, and interest on the Loan shall not exceed the maximum annual repayment costs or total repayment costs authorized by the qualified electors of the District voting at the elections held by the District as of the date hereof. Any amounts due and owing by the District pursuant to this Agreement which do not constitute principal of, Prepayment Fee, if any, or interest on the Loan or which exceed such authorized repayment costs shall be subject to prior appropriation by the Board.

Section 2.03. Costs and Expenses.

(a) The District agrees to pay all reasonable costs and expenses of the Lender in connection with (i) the preparation, execution, and delivery of the Financing Documents, which may be delivered by any party in connection with the Financing Documents; and (ii) the filing, recording, administration (other than normal, routine administration), enforcement, transfer, amendment, maintenance, renewal, or cancellation of this Agreement and all amendments or modifications thereto (or supplements hereto), including, without limitation, the reasonable fees and out of pocket expenses of counsel for the Lender and the reasonable allocated cost of in house counsel and legal staff and independent public accountants and other outside experts retained by the Lender in connection with any of the foregoing. In addition, to the extent permitted by law and subject to the District’s electoral authorization and the calculation of the Maximum Rate, the District agrees to pay promptly all reasonable costs and expenses of the Lender, including, without limitation, the fees and expenses of external counsel and the reasonable

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allocated cost of in house counsel, for (x) any and all amounts which the Lender has paid relative to the Lender’s curing of any Event of Default under this Agreement or any of the Financing Documents; (y) the enforcement of this Agreement or any of the Financing Documents; or (z) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Lender from paying any amount hereunder.

(b) In the event a Determination of Taxability occurs, the District hereby agrees to pay to the Lender or Participant, upon written demand therefor but subject to paragraph (a) of this Section, (i) an amount equal to the difference between (y) the amount of interest on the Loan that would have been paid to the Lender or a Participant during the period for which interest on the Loan is included in the gross income of the Lender or the Participant if the applicable interest rate on the Loan had been adjusted for the Taxable Rate Increase, beginning on the Post-Conversion Taxable Date (the “Post-Conversion Taxable Period”); and (z) the amount of interest actually paid to the Lender or the Participant during the Post-Conversion Taxable Period; and (ii) an amount equal to any interest, penalties or charges owed by the Lender or the Participant as a result of interest on the Loan becoming included in the gross income of the Lender or the Participant, together with any and all attorneys’ fees, court costs, or other out of pocket costs incurred by the Lender in connection therewith. If the District does not have sufficient funds to make the foregoing payments in the same Fiscal Year in which the demand is made, to the extent permitted by law, the Board shall include such amount in the annual Debt Requirements for the Loan for the following Fiscal Year and shall certify ad valorem property taxes sufficient to make such payment in the next following Fiscal Year.

Section 2.04. Manner of Payments. All payments to be made hereunder by or on behalf of the District to the Lender shall be made, and shall not be considered made until received, in lawful money of the United States of America in immediately available funds. The District shall make each payment hereunder in the manner and at the time necessary so that each such payment is received not later than 12:00 p.m., Denver time, on the day when due. Any payment received after 12:00 p.m., Denver time, shall be deemed made on the next succeeding Business Day. All payments made hereunder by or on behalf of the District to the Lender may be applied to amounts due hereunder in such order of priority as the Lender shall elect.

Section 2.05. Pledge. The District hereby assigns, transfers, pledges, hypothecates, delivers and grants to the Lender a first priority security interest in and to the Pledged Revenue and the Collateral to secure the payment of the principal of, Prepayment Fee, if any, and interest (including Interest Differential) on the Loan and all other amounts due and owing to the Lender hereunder and under the Note (collectively the “Loan Obligations”). The Loan shall constitute an irrevocable lien upon the Pledged Revenue and the Collateral, but not necessarily an exclusive such lien. The lien of the Lender on the Pledged Revenue and the Collateral shall be subject to no other liens, except the Permitted Subordinate Debt, without the prior written consent of the Lender.

Section 2.06. Conditions to Closing. The funding by the Lender of the Loan is conditioned upon the satisfaction of each of the following, except as may be waived by the Lender, and upon Closing, all such conditions shall be deemed satisfied or waived by the Lender:

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(a) Financing Documents. All Financing Documents and other instruments applicable to the Loan are in form and content satisfactory to the Lender and have been duly executed and delivered in form and substance satisfactory to the Lender and shall have not been modified, amended, or rescinded, shall be in full force and effect on and as of the Closing Date, and executed original or certified copies of each thereof shall have been delivered to the Lender.

(b) Certified Proceedings. The Lender has received a certified copy of the Authorizing Resolution of the District, which shall be in form and content satisfactory to the Lender and authorize the District to obtain the Loan and perform all acts contemplated by the Financing Documents, and a certified copy of all other resolutions and proceedings taken by the District authorizing the District to obtain the Loan and the execution, delivery, and performance of the Financing Documents and the transactions contemplated thereunder, together with such other certifications as to the specimen signatures of the officers of the District authorized to sign the Financing Documents to be delivered by the District hereunder and as to other matters of fact as shall reasonably be requested by the Lender.

(c) District Certificate. The District has provided a certificate certifying that on the Closing Date each representation and warranty on the part of the District contained in the Financing Documents is true and correct and no Default or Event of Default, or event which would, with the passage of time or the giving of notice, constitute a Default or an Event of Default, has occurred and is continuing, and no default exists under any Financing Document or under any other agreements by and between the District and the Lender, and certifying as to such other matters as the Lender might reasonably request.

(d) Bond Counsel Opinion. The Lender shall have received the opinion of Bond Counsel dated the Closing Date and addressed to the Lender stating in substance that this Agreement and the Note issued as of the Closing Date constitute valid and binding general obligations of the District, legally enforceable against the District in accordance with their respective terms; that the Loan Agreement creates a valid lien on the Pledged Revenue and the Collateral subject to the provisions, conditions, and limitations contained in the Loan Agreement; that all of the taxable property of the District is subject to the levy of an ad valorem tax in the amount of the Required Mill Levy for the purpose of paying the Loan Obligations, all of the foregoing to be in form and substance acceptable to the Lender.

(e) Defeasance Opinion of Bond Counsel. The Lender shall have received an opinion of Bond Counsel dated as of the Closing Date and addressed to the Lender, stating in substance that (i) the Series 2010 Bonds have been defeased and are no longer deemed to be outstanding within the meaning of the Refunded Bonds Indenture; and (ii) the Escrow Agreement has been duly authorized, executed and delivered by the District, and assuming due authorization, execution and delivery by the Escrow Agent, constitutes a valid and binding obligation of the District enforceable according to its terms.

(f) General Counsel Opinion. The Lender shall have received an opinion of General Counsel to the District dated the Closing Date and addressed to the Lender, with

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respect to such matters as the Lender may require, in form and substance satisfactory to the Lender and its counsel, including opinions as to the validity of the District’s organization and existence; to the effect that all governmental approvals necessary for the District to execute, deliver, and perform its obligations under the Financing Documents have been duly obtained; that the Authorizing Resolution was duly and properly adopted, is in full force and effect, and has not been rescinded as of the Closing Date; that the Financing Documents have been duly authorized, executed, and delivered by the District; that the Financing Documents do not conflict with any other contract, indenture, or other agreement entered into by the District and in effect on the Closing Date; and otherwise in form and substance acceptable to the Lender.

(g) Other Proceedings. All proceedings taken in connection with the transactions contemplated by this Agreement, and all instruments, authorizations, and other documents applicable thereto, are satisfactory to the Lender and its counsel.

(h) No Change in Law. No law, regulation, ruling, or other action of the United States, the State, or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the District from fulfilling its obligations under the Financing Documents.

(i) Payment of Costs and Expenses. All Lender counsel fees and any other fees and expenses due and payable in connection with the execution and delivery of this the Financing Documents shall have been paid by the District.

(j) No Material Adverse Change. No material adverse change has, in the sole opinion of the Lender based on its business expertise, occurred with respect to the Collateral or the District’s business operations, financial condition, or performance, as reflected in the most recent financial statements provided to the Lender or as otherwise known by the Lender.

(k) No Adverse Financial or Other Information. The District shall certify to the Lender, either verbally or in writing, as required by the Lender, that there has been no adverse financial or other information pertaining to any portion of the Collateral or the District from the date of the financial and other information provided to the Lender prior to the Closing Date.

(l) Due Diligence. The Lender shall have been provided with the opportunity to review all pertinent financial information regarding the District, including without limitation all agreements, documents, and any other material information relating to the District, the Pledged Revenue, or the Collateral.

(m) Accuracy and Completeness of Information. All information provided by the District to the Lender shall be, as of the Closing Date, complete and accurate in all material respects.

(n) No Breach or Other Violation. The District is not in violation or breach of any other agreement with the Lender or with any third party of any type or nature in excess of $10,000.

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(o) Due Authorization. Due authorization and proper execution of the documentation detailing the terms and conditions of the Loan, all in form and substance satisfactory to the Lender and its internal and external counsel.

(p) Other Certificates and Approvals. The Lender shall have received such other certificates, approvals, filings, opinions, and documents as shall be reasonably requested by the Lender.

(q) Other Legal Matters. All other legal matters pertaining to the execution and delivery of the Financing Documents shall be reasonably satisfactory to the Lender.

ARTICLE III

FUNDS AND ACCOUNTS

Section 3.01. Revenue Fund. There is hereby created and established the Revenue Fund, which shall be held and administered by the Lender in accordance with the provisions hereof; provided that, notwithstanding anything herein to the contrary, the Lender may in its discretion choose to have any moneys to be held by the Lender hereunder held, invested, disbursed, and otherwise administered on behalf of the Lender by BBVA.

(a) The Revenue Fund shall be maintained by the Lender for so long as the Loan is outstanding. During each Fiscal Year, the District shall, upon receipt thereof, transfer or cause to be transferred to the Revenue Fund all Pledged Revenue until the amount on deposit therein is equal to the accumulations required by “FIRST” through “THIRD” pursuant to paragraph (b) below. Such transfers to the Revenue Fund shall be made via wire transfer pursuant to the following instructions:

Bank Name: BBVA ABA #: 107005319 Account #: ___________ Ref: Consolidated Bell Mountain Ranch

Metropolitan District Revenue Fund Attention: Sandra Rangel Telephone: 303-217-2278

The Revenue Fund shall secure the payment of principal of and interest on the Loan and any other amounts due and owing to the Lender hereunder.

(b) The Lender shall, in each Fiscal Year, disburse, transfer, credit and apply all Pledged Revenue received in such Fiscal Year and credited to the Revenue Fund pursuant to paragraph (a) above to the following purposes and in the following order of disbursement priority:

FIRST, to the payment of debt service due on the Loan in the following order of priority:

(i) to pay current accrued but unpaid interest on the Loan;

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(ii) to pay past due interest on the Loan; and

(iii) to pay principal due on the Loan as provided in Section 2.02(b) hereof.

SECOND, to the Lender, all fees, costs, expenses and any other amounts due and owing under this Agreement during such Fiscal Year (whether or not known at the time of certification of the Required Mill Levy for collection in such Fiscal Year), (including amounts that would have been, if known at the time of calculation, included in the computation of Debt Requirements, including, without limitation, interest accruing at the Default Rate or Taxable Rate Increase by reason of events occurring after the date of certification of the Required Mill Levy) pursuant to an invoice provided by the Lender to the District;

THIRD, amounts remaining, if any, after the payments and accumulations set forth above shall, at the written direction of the District to the Lender, be transferred by the Lender for the credit of any other fund or account as may be designated by the District to the Lender, to be used for any lawful purpose. Unless otherwise agreed to between the District and the Lender, transfers of Pledged Revenue to such fund or account designated by the District pursuant to this THIRD shall be made no later than ten Business days after the District determines that Pledged Revenue is available under this THIRD and notifies the Lender of the same. For the avoidance of doubt, any amounts transferred pursuant to this THIRD shall not be considered to be included within the Revenue Fund or Collateral.

Section 3.02. Investments of Funds.

(a) At the direction of the District the Lender shall invest amounts held by it pursuant to this Agreement only in Permitted Investments. All such investments shall be on deposit with or in the possession of BBVA. Neither the Lender nor BBVA shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions of this Section. The Lender shall be entitled to assume, absent receipt by the Lender of written notice from the District to the contrary, that any investment that at the time of purchase is a Permitted Investment remains a Permitted Investment thereafter.

(b) The interest income derived from the investment and reinvestment of any moneys in any fund or account held by the Lender hereunder shall be credited to the fund or account from which the moneys invested were derived.

(c) In computing the amount of any fund or account, Permitted Investments purchased as an investment of moneys therein shall be valued at the then market value of such obligations, excluding any accrued interest, as determined by the District. If the market value of such obligations is not readily available, the District shall determine the value of such obligations in any reasonable manner.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE DISTRICT

While any obligations under the Financing Documents are unpaid or outstanding, the District continuously represents and warrants to the Lender as follows:

Section 4.01. Due Organization. The District is a public or quasi-municipal subdivision of the State and a body corporate duly organized and validly existing under the laws of the State.

Section 4.02. Power and Authorization. The District has all requisite power and authority to own and convey its properties and to carry on its business as now conducted and as contemplated to be conducted under the Financing Documents; to execute, deliver, and to perform its obligations under the Financing Documents; and to cause the execution, delivery, and performance of the Financing Documents.

Section 4.03. No Legal Bar. The District is not in violation of any of the provisions of the laws of the State or the United States of America or any of the provisions of any order of any court of the State or the United States of America which would affect its existence or its legal ability to perform its obligations under the Financing Documents. The execution, delivery, and performance by the District of the Financing Documents (a) do not violate any provision of any applicable law or regulation or of any order, writ, judgment, or decree of any court, arbitrator, or governmental authority; (b) do not violate any provisions of any document constituting, regulating, or otherwise affecting the operations or activities of the District; and (c) do not violate any provision of, constitute a default under, or result in the creation, imposition, or foreclosure of any lien, mortgage, pledge, charge, security interest, or encumbrance of any kind (other than liens created or imposed by the Financing Documents) on any of the revenues or other assets of the District which could have a material adverse effect on the assets, financial condition, business, or operations of the District, on the District’s power to cause the Financing Documents to be executed and delivered, or its ability to pay in full in a timely fashion the obligations of the District under the Financing Documents.

Section 4.04. Consents. The District has obtained all consents, permits, licenses, and approvals of, and has made all registrations and declarations with any governmental authority or regulatory body required for the execution, delivery, and performance by the District of the Financing Documents.

Section 4.05. Litigation. There is no action, suit, inquiry, investigation, or other proceeding to which the District is a party, at law or in equity, before or by any court, arbitrator, governmental or other board, body, or official which is pending or, to the best knowledge of the District, threatened in connection with any of the transactions contemplated by this Agreement or against or affecting the assets of the District, nor, to the best knowledge of the District, is there any basis therefor, wherein an unfavorable decision, ruling, or finding (a) would adversely affect the validity or enforceability of, or the authority or ability of the District to perform its obligations under, the Financing Documents; (b) would, in the reasonable opinion of the District, have a materially adverse effect on the ability of the District to conduct its business as presently conducted or as proposed or contemplated to be conducted; or (c) would adversely affect the exclusion of

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interest on the Loan from gross income for federal income tax purposes or the exemption of such interest from State personal income taxes.

Section 4.06. Enforceability. The Financing Documents constitute legal, valid, and binding obligations of the District, enforceable against the District in accordance with their terms, provided that such enforceability may be limited by bankruptcy, moratorium, or other similar laws affecting creditors’ rights generally, and provided that the application of equitable remedies is subject to the application of equitable principles.

Section 4.07. Changes in Law. To the best knowledge of the District, there is no pending change of any law which, if enacted or adopted could have a material adverse effect on the assets, financial condition, business, or operations of the District, on the Collateral, or on the District’s power to issue or its ability to pay in full in a timely fashion the obligations of the District under the Financing Documents.

Section 4.08. Financial Information and Statements. The financial statements and other information previously provided to the Lender or provided to the Lender in the future are or will be complete and accurate and prepared in accordance with generally accepted accounting principles. There has been no material adverse change in the District’s financial condition since such information was provided to the Lender.

Section 4.09. Accuracy of Information. All information, certificates, or statements given to the Lender pursuant to the Financing Documents will be true and complete in all material respects when given. There are no facts that the District has failed to disclose to the Lender that, individually or in the aggregate, could have a material adverse effect on the Collateral or the assets, financial condition, business, or operations of the District, or the District’s ability to perform its obligations under the Financing Documents.

Section 4.10. Tax-Exempt Status. Based on the Code and the regulations promulgated thereunder and in effect as of the date hereof, the District has not taken any action or omitted to take any action, and knows of no action taken or omitted to be taken by any other Person, which action, if taken or omitted, would adversely affect the exclusion of interest on the Note on and after the Tax-Exempt Reissuance Date from gross income for federal income tax purposes or the exemption of such interest from State personal income taxes.

Section 4.11. Financing Documents. The District’s representations and warranties contained in the Financing Documents are true and correct in all material respects as of the Closing Date.

Section 4.12. Regulations U and X. The District is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U or X issued by the Board of Governors of the Federal Reserve System); and no proceeds of the Loan will be or have been used to extend credit to others for the purpose of purchasing or carrying any margin stock.

Section 4.13. Default, Etc. The District is not in default in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any Financing Document or other resolution, agreement, or instrument to which it is a party which would have a

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material adverse effect on the Collateral or the ability of the District to perform its obligations under the Financing Documents, or which would affect the enforceability thereof.

Section 4.14. Sovereign Immunity. Except for actions that lie or would lie in tort, the District does not enjoy any rights of immunity on the grounds of sovereign immunity in respect of its obligations under the Financing Documents.

Section 4.15. No Filings. No filings, recordings, registrations, or other actions are necessary to create and perfect the pledges provided for in the Financing Documents.

Section 4.16. Outstanding Debt. Upon issuance of the Loan, the District will have no Debt outstanding.

Section 4.17. Insurance. The District currently has insurance and bonds meeting the requirements of the Section hereof entitled “Bonding and Insurance”.

Section 4.18. No Liens. The District represents and warrants that it will incur additional Debt after the Closing Date only in accordance with the provisions of this Agreement.

Section 4.19. No Rating, Etc. Neither the Loan nor the Note shall be: (a) assigned a separate rating by any rating agency, (b) registered with the Depository Trust Company or any other securities depository, (c) issued pursuant to any type of offering document or official statement, or (d) assigned a CUSIP number by Standard & Poor’s CUSIP Service.

ARTICLE V

COVENANTS OF THE DISTRICT

While any obligations under the Financing Documents are unpaid or outstanding, the District continuously warrants and agrees as follows:

Section 5.01. Performance of Covenants, Authority. The District covenants that it will faithfully perform and observe at all times any and all covenants, undertakings, stipulations, and provisions contained in the Financing Documents and all its proceedings pertaining thereto as though such covenants, undertakings, stipulations, and provisions were set forth in full herein (for the purpose of this provision the Financing Documents shall be deemed to continue in full force and effect notwithstanding any earlier termination thereof so long as any obligation of the District under this Agreement shall be unpaid or unperformed). The District covenants that it is duly authorized under the constitution and laws of the State, including, particularly and without limitation, the Special District Act, to incur the Loan and to issue, execute, and deliver the Financing Documents, and that all action on its part for the issuance of the Loan and the execution and delivery of the Financing Documents has been duly and effectively taken and will be duly taken as provided herein, and that the Financing Documents are and will be valid and enforceable obligations of the District according to the terms hereof and thereof.

Section 5.02. Laws, Permits, and Obligations. The District will comply in all material respects with all applicable laws, rules, regulations, orders, and directions of any governmental authority and all agreements and obligations binding on the District, noncompliance with which

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would have a material adverse effect on the Collateral or the District, or on its financial condition, assets, or ability to perform its obligations under the Financing Documents; provided that the District may in good faith contest such laws, rules, regulations, orders, and directions and the applicability thereof to the District to the extent that such action would not be likely to have a material adverse effect on the District’s ability to perform its obligations under the Financing Documents.

Section 5.03. Tax-Exempt Reissuance of Taxable/Tax-Exempt Note. It is understood and agreed that the Note shall be initially issued bearing Taxable Interest, which interest is included in the gross income of the recipient for federal income tax purposes. On and after the Tax-Exempt Reissuance Date, if any, the Note shall be deemed reissued bearing Tax-Exempt Interest. The issuance of a Tax-Exempt Reissuance Opinion is a condition precedent to the occurrence of any Tax-Exempt Reissuance Date. The District covenants to request that Bond Counsel deliver a Tax-Exempt Reissuance Opinion between period of September 2, 2020 through and including October 2, 2020 and to take such other actions and deliver such other documents as are necessary in order for the Note to be deemed reissued and bearing Tax-Exempt Interest on the Tax-Exempt Reissuance Date. If such condition precedent is not satisfied, there will be no Tax-Exempt Reissuance Date, the Note will continue to bear Taxable Interest, and the interest thereon will be included in the gross income of the recipients thereof for federal income tax purposes. To the extent permitted by law, the District’s breach of the foregoing covenant resulting in the failure by the Bond Counsel to deliver the Tax-Exempt Reissuance Opinion shall be an Event of Default under Section 7.01(c) hereof and interest on the Loan will continue to be includable in the gross income for federal income tax purposes of the Lender. The Lender may, in its discretion, impose the Default Rate on the Loan commencing on October 2, 2020 by providing a written notice thereof to the District. Upon receipt of the Note bearing the Tax-Exempt Fixed Rate the Lender shall tender the Note bearing the Taxable Fixed Rate to the District.

Section 5.04. Tax Covenants.

(a) The provisions of this Section will be applicable to the Note only if and as of the date a Tax-Exempt Reissuance Opinion is issued.

(b) The District covenants that it will not take any action or omit to take any action with respect to the Loan, any funds of the District, or any facilities financed or refinanced with the proceeds of the Loan, if such action or omission (i) would cause the interest on the Note to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Code; (ii) would cause interest on the Note to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Code except to the extent such interest is required to be included in the adjusted current earnings adjustments applicable to corporations under Section 56 of the Code in calculating corporate alternative minimum taxable income; or (iii) would cause interest on the Note to lose its exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present Colorado law.

(c) The District covenants to comply with the covenants, provisions, and procedures of the Tax Certificate.

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(d) The District further covenants to pay from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed, or final Treasury Regulations as may be applied to the Note from time to time. The payment of such rebate amounts as required by this paragraph supersedes all other provisions of this Agreement concerning the deposit and transfer of interest earnings to or from any other fund or account. Moneys set aside to pay such rebate amounts pursuant to this paragraph are not subject to any lien created hereunder for the benefit of the Lender. This covenant shall survive the payment in full or the defeasance of the Note.

(e) The covenants contained in this Section shall remain in full force and effect until the date on which all obligations of the District in fulfilling such covenants under the Code and State law have been met, notwithstanding the payment in full or defeasance of the Note.

Section 5.05. Bonding and Insurance. The District shall carry general liability coverage, workers’ compensation, public liability, and such other forms of insurance on insurable District property upon the terms and conditions, and issued by recognized insurance companies, as would ordinarily be carried by entities having similar properties of equal value, such insurance being in such amounts as will protect the District and its operations. In addition, each District official or other Person having custody of any District funds or responsible for the handling of such funds, shall be bonded or insured against theft or defalcation at all times.

Section 5.06. Other Liabilities. The District shall pay and discharge, when due, all of its liabilities, except when the payment thereof is being contested in good faith by appropriate procedures which will avoid financial liability and with adequate reserves provided therefor.

Section 5.07. Proper Books and Records. The District shall keep or cause to be kept adequate and proper records and books of account in which complete and correct entries shall be made with respect to the District, the Pledged Revenue, and all of the funds and accounts established or maintained pursuant to any of the Financing Documents. The District shall (a) maintain accounting records in accordance with generally recognized and accepted principles of accounting consistently applied throughout the accounting periods involved; and (b) provide the Lender with such information concerning the business affairs and financial condition (including insurance coverage) of District as the Lender may request.

Section 5.08. Reporting Requirements. The District will provide the Lender with the following information, and it shall not be necessary for the Lender to request the same.

(a) The District shall notify the Lender promptly of all litigation or administrative proceedings, threatened or pending, against the District which if adversely determined would, in District’s reasonable opinion, have a material effect on the Collateral, on the District’s financial condition, or its ability to perform its obligations under the Financing Documents.

(b) The District shall notify the Lender promptly of any Determination of Taxability or of any investigation or other proceeding which may, in the reasonable judgment of the District, result in any Determination of Taxability.

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(c) The District shall provide the following to the Lender at the times and in the manner provided below:

(i) as soon as available, but not later than October 1 of each Fiscal Year, the District shall furnish to the Lender audited financial statements of the District prepared by a Certified Public Accountant;

(ii) as soon as available, but in no event later than February 1 of each Fiscal Year, the District shall furnish to the Lender the District’s annual budget for such Fiscal Year which budget shall include a certificate of an authorized officer of the District setting forth the Required Mill Levy certified in December of the immediately preceding year for payment of the Loan in the then current fiscal year, and, as soon as available, shall furnish a copy of any subsequent amendments made thereto;

(iii) by October 1 of each year commencing October 1, 2020, a certification of valuation containing the preliminary certified actual value and assessed valuation of the District for such calendar year;

(iv) by February 1 of each year commencing February 1, 2021, a certification of valuation containing the final certified actual value and assessed valuation of the District for the immediately preceding calendar year; and

(v) promptly upon request of the Lender, the District shall furnish to the Lender such other reports or information regarding the Pledged Revenue, the Collateral, or the assets, financial condition, business, or operations of the District, as the Lender may reasonably request.

(d) The District shall promptly notify the Lender of any Default or Event of Default of which the District has knowledge, setting forth the details of such Default or Event of Default and any action which the District proposes to take with respect thereto.

(e) The District shall notify the Lender as soon as possible after the District acquires knowledge of the occurrence of any event which, in the reasonable judgment of the District, is likely to have a material adverse effect on the Collateral, the financial condition of the District, or affect the ability of the District to perform its obligations under the Financing Documents.

(f) The District shall notify the Lender as soon as possible after the District acquires knowledge of any audit or examination of the Note on and after the Tax-Exempt Reissuance Date by the Internal Revenue Service or any allegation made by the Internal Revenue Service that the interest payable on the Note on and after the Tax-Exempt Reissuance Date is includable in the gross income for federal income tax purposes of the Lender or any Participant or the effective tax benefit of such interest to the Lender is reduced by virtue of the occurrence of any event, including any change in the Constitution or laws of the United States of America or the State, which results in interest payable on the Note on and after the Tax-Exempt Reissuance Date becoming includable in the gross income of the Lender or any Participant pursuant to Section 103(b) of the Code.

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(g) The District shall provide as soon as available prior written notice of any proposed cancellation, termination, amendment, supplement, modification, or waiver of any of the provisions of the Financing Documents and the nature thereof, and copies of all actual amendments, supplements, modifications, or waivers thereof.

Section 5.09. Visitation and Examination. Unless otherwise prohibited by law, the District will permit any Person designated by the Lender to visit any of its offices to examine the District’s books and financial records, and make copies thereof or extracts therefrom, and to discuss its affairs, finances, and accounts with its principal officers, all at such reasonable times and as often as the Lender may reasonably request.

Section 5.10. Further Assurances. The District shall do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered, such documents supplemental hereto and such further acts, instruments, and transfers as the Lender may reasonably require for the better assuring, transferring, and pledging unto the Lender the Pledged Revenue and the Collateral; provided however, that the District shall not be obligated to incur in excess of nominal expenses in complying with this covenant.

Section 5.11. Debt Service Mill Levy Covenants.

(a) For the purpose of funding the Revenue Fund and paying the annual Debt Requirements and paying to the Lender the Prepayment Fee, if any, and any other amounts due and owing the Lender hereunder, the District covenants to cause to be levied on all taxable property of the District, in addition to all other taxes, direct annual taxes in the amount of the Required Mill Levy, such Required Mill Levy to be imposed in each of the years 2020 to 2038, inclusive (for collection in 2021 to 2039, inclusive), and to the extent necessary to repay any unpaid principal or interest due on the Loan and any other amounts due and owing to the Lender hereunder, in each year thereafter until the principal of and interest on the Loan and such other amounts due and owing to the Lender hereunder have been fully paid, satisfied, and discharged.

(b) The foregoing provisions of this Agreement are hereby declared to be the certificate of the Board to the Board of County Commissioners of each county in which taxable real or personal property of the District is located, showing the aggregate amount of taxes to be levied for the purposes aforesaid by said board or boards of county commissioners from time to time, as required by law and the provisions of this Agreement.

(c) It shall be the duty of the Board, annually, at the time and in the manner provided by law for levying other District taxes, to ratify and carry out the provisions hereof with reference to the levying and collection of taxes; and the Board shall levy, certify, and collect said taxes in the manner provided by law for the purpose of funding the Revenue Fund, and said taxes, when collected, shall be kept for and applied only to the payment of the Loan Obligations as herein specified.

(d) Nothing herein contained shall be so construed as to prevent the District from applying any other funds or revenues that may be in the treasury of the District and available for that purpose, to the payment of the principal of, Prepayment Fee, if any, and

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interest on each Note, in addition to any other amounts due and owing the Lender hereunder, and upon the application of any other such funds or revenues as aforesaid, the mill levies herein provided may thereupon to that extent be diminished.

(e) Said taxes shall be levied, assessed, collected, and enforced at the time and in the form and manner and with like interest and penalties as other general taxes in the State, and when collected said taxes shall be paid to the District as provided by law. In the event any of said levies or the charges that may be made by the District shall fail to produce an amount sufficient to pay the principal of, Prepayment Fee, if any, and interest on each Note, in addition to any other amounts due and owing the Lender hereunder, becoming due in the next succeeding year, the deficit shall be made up in the next levy, and taxes shall continue to be levied pursuant to the provisions of this Agreement until the principal of, Prepayment Fee if any, and interest on each Note in addition to any other amounts due and owing the Lender hereunder shall be paid in full. The Board shall take all necessary and proper steps to enforce promptly the payment of taxes levied pursuant to this Agreement.

(f) The amounts necessary to pay all costs and expenses incidental to effecting the transactions contemplated under the Financing Documents and to pay the principal of, Prepayment Fee, if any, and interest on each Note when due, in addition to any other amounts due and owing the Lender hereunder are hereby appropriated for said purposes, and such amounts as appropriate for each year shall also be included in the annual budget and the appropriation bills to be adopted and passed by the Board in each year, respectively, until the Loan has been fully paid, satisfied, and discharged.

(g) In the event any ad valorem taxes are not paid when due, the District shall diligently cooperate with the appropriate county treasurer to enforce the lien of such unpaid taxes against the property for which the taxes are owed.

(h) The District acknowledges that, in determining the Required Mill Levy, it is permitted to take into account moneys held in the Revenue Fund only if such moneys are not required to be applied to the payment of the Loan in the then-current calendar year.

Section 5.12. Additional Debt.

(a) Except as set forth in paragraph (b) of this Section 5.12, the District shall not issue or incur any additional Debt and shall not create or allow to be created any liens or encumbrances upon the Collateral without the prior written consent of the Lender.

(b) Following the Closing Date until the Loan Balance has been paid in full, the District shall be permitted to issue or incur additional Debt in an aggregate principal amount not exceeding $5,000,000 provided that (i) no Noticed Event of Default has occurred and is continuing and (ii) the maximum annual principal and interest coming due on all outstanding Debt of the District, including the Loan, and the Debt proposed to the issued or incurred, can be fully paid with an ad valorem mill levy imposed upon all taxable property within the District not exceeding 50 mills assuming a valuation for assessment of taxable property within the District as it exists on the December 10th prior to the date of issuance or incurrence of the Debt proposed to be issued. The District shall provide the

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Lender with the financial terms and substantially final documentation of any Debt proposed to be issued or incurred not less than 10 Business Days prior to the issuance or incurrence of such Debt.

Section 5.13. Continued Existence. The District shall maintain its existence and shall not merge or otherwise alter its corporate structure in any manner or to any extent as might reduce the security provided for the payment of the Loan, and will continue to operate and manage the District and its facilities in an efficient and economical manner in accordance with all applicable laws, rules and regulations.

Section 5.14. Restructuring. In the event the Pledged Revenue is insufficient or is anticipated to be insufficient to pay the principal of and interest on the Loan when due, at the request of the Lender the District shall use its reasonable best efforts to refinance, refund, or otherwise restructure the Loan so as to avoid or remedy such insufficiency.

Section 5.15. District Operations. The District shall manage its finances and day to day operations in an economical and efficient manner and in accordance with all applicable laws, rules, and regulations.

Section 5.16. Enforcement and Collection. The District shall diligently collect all Pledged Revenue and shall take all necessary action to enforce such collection.

Section 5.17. Material Adverse Action. The District shall not take any action or consent to any action that would materially adversely affect any portion of the Pledged Revenue or any other component of the Collateral.

Section 5.18. No Change in Financing Documents or Inconsistent Actions. The District shall not cancel, terminate, amend, supplement, modify, or waive any of the provisions of the Financing Documents or consent to any such cancellation, termination, amendment, supplement, modification, or waiver, without the prior written consent of the Lender. The District shall take no action inconsistent with the rights of the Lender under this Agreement including, without limitation, its obligations to make payments to the Lender hereunder.

Section 5.19. References to Lender. The District shall not refer to the Lender in any official statement, offering memorandum, or private placement memorandum relating to the Loan or other securities issued by the District without the Lender’s prior written consent thereto.

Section 5.20. Termination of Agreement. So long as the District’s obligations hereunder remain unpaid or unperformed, the District shall not terminate this Agreement.

Section 5.21. Limitation Upon Exclusion of Property. The District shall take no action nor consent to any action that could have the effect of excluding property from the District unless the District determines in good faith that such action or actual exclusion would not have a materially adverse effect upon the amount of Pledged Revenue that would otherwise be collected by the District for purposes of paying the Loan Obligations.

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ARTICLE VI

RESERVED

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.01. Events of Default. The occurrence of any one or more of the following events or the existence of any one or more of the following conditions shall constitute an Event of Default under this Agreement (whatever the reason for such event or condition and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, rule, regulation, or order of any court or any administrative or governmental body); provided that except for Events of Default occurring under clause (a) or (b) of this Section 7.01, which will be deemed to have occurred as of the date of the Default, no Event of Default will be deemed to have occurred hereunder unless and until the Lender provides written notice of the same to the District:

(a) the District fails or refuses to impose the Required Mill Levy or to apply the Pledged Revenue as required by this Agreement;

(b) the District fails to pay the principal of or interest on the Loan or any other amount payable to the Lender hereunder when due;

(c) the District fails to observe or perform any of the material covenants, agreements, duties, or conditions on the part of the District in this Agreement or the other Financing Documents to which it is a party, and the District fails to remedy the same to the satisfaction of the Lender within thirty days after the District receives written notice from the Lender of the occurrence of such failure (the “Cure Period Notice”) (except for an Event of Default pursuant to clause (a) above, which shall not be subject to any cure period or Cure Period Notice) and such Cure Period Notice may also constitute the notice required under the definition of “Noticed Event of Default” contained in Article I hereof provided that the elements stated in such definition are contained therein and the effective date thereof is not earlier than thirty-one days following the date thereof;

(d) any representation or warranty made by the District in any Financing Document or any certificate, instrument, financial, or other statement furnished by the District to the Lender, proves to have been untrue or incomplete in any material respect when made or deemed made;

(e) the pledge of the Pledged Revenue, the Collateral, or any other security interest created hereunder fails to be fully enforceable with the priority required hereunder or thereunder;

(f) any judgment or court order for the payment of money exceeding any applicable insurance coverage by more than $100,000 in the aggregate is rendered against the District and the District fails to vacate, bond, stay, contest, pay, or satisfy such judgment or court order for thirty days;

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(g) a change occurs in the financial or operating conditions of the District, or the occurrence of any other event that, in the Lender’s reasonable judgment, will have a materially adverse impact on the ability of the District to generate Pledged Revenue sufficient to satisfy the District’s obligations under this Agreement or its other obligations, and the District fails to cure such condition within the time specified by the Lender in a written notice thereof from the Lender;

(h) (i) the District shall commence any case, proceeding, or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it insolvent or a bankrupt or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other relief with respect to it or its debts; or (B) seeking appointment of a receiver, trustee, custodian, or other similar official for itself or for any substantial part of its property, or the District shall make a general assignment for the benefit of its creditors; (ii) there shall be commenced against the District any case, proceeding, or other action of a nature referred to in Section 7.01(j) hereof and the same shall remain undismissed; (iii) there shall be commenced against the District any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed, or bonded pending appeal, within thirty days from the entry thereof; (iv) the District shall take action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the District shall generally not or shall be unable to, or shall admit in writing its inability to pay its debts when due;

(i) any Financing Document or any material provision hereof or thereof, (i) ceases to be valid and binding on the District or is declared null and void, or the validity or enforceability thereof is contested by the District (unless being contested by the District in good faith), or the District denies it has any or further liability under any such document to which it is a party; or (ii) any pledge or security interest created under the Financing Documents fails to be fully enforceable with the priority required hereunder or thereunder;

(j) the District shall initiate, acquiesce, or consent to any proceedings to dissolve itself or to consolidate itself with other similar entities into a single entity, or the District shall otherwise cease to exist; and

(k) any funds or investments on deposit in, or otherwise to the credit of, any of the funds or accounts established hereunder shall become subject to any writ, judgment, warrant, attachment, execution, or similar process.

Section 7.02. Remedies. In addition to the application of the Default Rate, upon the occurrence and during the continuance of any Event of Default, the Lender, at its option, may do any one or more of the following:

(a) exercise any and all remedies available hereunder;

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(b) apply all amounts constituting Collateral to the amounts due hereunder, in any order of priority determined by the Lender;

(c) proceed by mandamus or any other suit, action, or proceeding at law or in equity, to enforce all rights of the Lender; and

(d) take any other action or exercise any other remedy available under the Financing Documents, at law or in equity.

Section 7.03. Notice to Lender of Default. Notwithstanding any cure period described above, the District will immediately notify the Lender in writing when the District obtains knowledge of the occurrence of any Default or Event of Default.

Section 7.04. Additional Lender Rights. Upon the occurrence of an Event of Default the Lender may at any time (a) Setoff (as defined below); and/or (b) take such other steps as it deems necessary or appropriate to protect or preserve the Lender’s interest in the Collateral.

Section 7.05. Credit Balances; Setoff. As additional security for the payment of the Loan Obligations, the District hereby grants to the Lender and BBVA a security interest in, a lien on, and an express contractual right to set off against all depository account balances, cash, and any other property of the District now or hereafter in the possession of the Lender or BBVA, and the right to refuse to allow withdrawals from any account (collectively, “Setoff”). The Lender may, at any time upon the occurrence of an Event of Default hereunder, Setoff against the Loan Obligations whether or not the Loan Obligations (including future payments to be made) are then due, all without any advance or contemporaneous notice or demand of any kind to the District, such notice and demand being expressly waived.

Section 7.06. Delay or Omission No Waiver. No delay or omission of the Lender to exercise any right or power accruing upon any default shall exhaust or impair any such right or power or shall be construed to be a waiver of any such default, or acquiescence therein; and every power and remedy given by this Agreement may be exercised from time to time and as often as may be deemed expedient by the Lender.

Section 7.07. No Waiver of One Default To Affect Another; Remedies Cumulative. No waiver of any Event of Default hereunder shall extend to or affect any subsequent or any other then existing Event of Default or shall impair any rights or remedies consequent thereon. All rights and remedies of the Lender provided herein shall be cumulative and the exercise of any such right or remedy shall not affect or impair the exercise of any other right or remedy, and the Lender may exercise all such rights and remedies as and when they are available.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Financing Document Inconsistencies. The warranties, covenants, and other obligations of the District and the rights and remedies of the Lender that are set forth in the Financing Documents are intended to supplement each other. In the event of any inconsistencies in any of the terms in the Financing Documents, all terms will be cumulative so as to give the

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Lender the most favorable rights set forth in the conflicting documents, except that if there is a direct conflict between any preprinted terms and specifically negotiated terms (whether included in an addendum or otherwise), the specifically negotiated terms will control.

Section 8.02. Assignments, Participations, etc. by the Lender. This Agreement and the Note shall be assignable by the Lender to any entity without the consent of the District, provided that the Lender shall not assign or transfer this Agreement or the Note to any Person who or which is not an Accredited Investor, or to any Person or entity which is not a direct affiliate of the Lender (which affiliates shall mean any entity which, by virtue of majority ownership interest, controls, is controlled by, or under common control with the Lender). The Lender agrees that any assignment or transfer in violation of the foregoing shall be null and void and of no force or effect, at the election of the District. In connection with any such assignment or participation, the Lender may disclose to any proposed assignee or participant any information without the District’s consent. Any such assignment or participation is also subject to the following conditions:

(a) The rights, options, powers, and remedies granted in the Financing Documents will extend to the Lender and to its successors and assigns, will be binding upon the District and its successors and assigns, and will be applicable hereto and to all renewals and extensions hereof.

(b) The Lender may collaterally assign and pledge, without the consent of the District, all or any portion of the obligations owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that any payment in respect of such assigned obligations made by the District to the Lender in accordance with the terms of this Agreement shall satisfy the District’s obligations hereunder in respect of such assigned obligation to the extent of such payment. No such collateral assignment shall release the Lender from its obligations hereunder.

(c) The Lender may at any time, without the consent of the District, sell to Participants participating interests in its rights and obligations under this Agreement; provided, however, that (i) the Lender’s obligations hereunder shall remain unchanged; (ii) the Lender shall remain solely responsible for the performance of such obligations; and (iii) the participation of one or more Participants shall not reduce or alter the Lender’s obligations hereunder or affect in any way the rights or obligations of the District hereunder, and the District has the right to continue to deal solely with the Lender. The Lender will give notice of the sale of such participation and the name of the Participant to the District within thirty days of the date of such sale. In the case of any such participation, the Participant shall be entitled to the benefit of the Section hereof entitled “Litigation/Indemnification” as though it were also the Lender hereunder, and if amounts outstanding under this Agreement are due and unpaid, or have been declared or have become due and payable, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as the Lender under this Agreement.

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Section 8.03. Litigation/Indemnification. The District agrees, to the extent permitted by law, to indemnify and hold harmless the Lender and its agents, employees, officers, directors, and controlling Persons, together with any Participant and its agents, employees, officers, directors, and controlling Persons (hereinafter collectively referred to in this Section as the “Indemnitees”) from and against any and all claims, damages, liabilities, settlements, judgments, losses, legal fees, and costs or expenses incurred (including all reasonable fees and disbursements of the Indemnitees’ legal counsel and reasonable allocated cost of in house counsel and staff and all of the Indemnitees’ reasonable travel and other reasonable out of pocket expenses incurred in connection with the investigation of and preparation for any such pending or threatened claims and any litigation and other proceedings arising therefrom) arising out of or based upon (a) the Loan; or (b) the holding or owning by the Lender, the Participant, or their respective nominees of any Collateral; or (c) any matters for which neither the Lender nor any Participant has any liability as set forth under the Section hereof entitled “No Liability”; provided, however, that the District shall not be required to indemnify the Indemnitees for any claims, damages, losses, liabilities, settlements, judgments, legal fees, or costs or expenses to the extent proven to be caused by the Lender’s willful or negligent failure to make lawful payment under the Loan. Nothing in this Section is intended to limit the District’s obligations contained in Article II hereof.

If any action, lawsuit, or claim shall be brought or asserted against the Indemnitees in respect of which indemnity may be sought by the Indemnitees from the District under this Section, the Indemnitees shall promptly notify the District in writing, and the District shall promptly assume the defense thereof, including, but not limited to, the employment of counsel (the selection of which has been approved by the Indemnitees and such approval shall not be unreasonably withheld), the payment of all legal fees and expenses and the right to negotiate and consent to settlement; provided however, that the District shall not settle any such action which may adversely affect the Lender without the Lender’s written consent, which consent shall not be unreasonably withheld.

In the event that the Indemnitees shall be advised by counsel experienced in matters of banking or securities laws that the Indemnitees have defenses or causes of action separate from those of the District, or that there is otherwise a conflict of interest, the Indemnitees has the right to employ their own counsel (“Independent Counsel”) to defend the Indemnitees against such action at the expense of the District, who shall pay all legal fees and expenses incurred by such Independent Counsel. The Indemnitees’ selection of Independent Counsel shall be approved by the District, and such approval shall not be unreasonably withheld. With respect to claims against the Indemnitees defended by Independent Counsel, the Indemnitees has the right to negotiate settlement of any such claims; provided however, that the District shall not be liable for any such settlement effected by the Indemnitees without the written consent of the District, which consent shall not be unreasonably withheld.

The obligations of the District under this Section shall be in addition to any rights that any Indemnitee may have at common law or otherwise and shall survive the payment in full of all amounts owing to the Lender hereunder. If indemnification pursuant to this Section shall be found to be unlawful or invalid for any reason, then the District and each Indemnitee shall, to the extent permitted by law, make contributions in payment of any liabilities incurred pursuant to the above referenced issuance, sale, and distributions, and statements or omissions in accordance with the respective fault of the District and each Indemnitee.

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Nothing in this Section 8.03 shall be considered a waiver, express or implied, to any protections afforded to the District pursuant to Title 24, Article 10, C.R.S., the Colorado Constitution, or under other current law.

Without prejudice to the survival of any other agreement of the District hereunder, the agreements and obligations contained in this Section shall survive the payment in full of all amounts owing to the Lender hereunder or the termination of this Agreement.

Section 8.04. Notice of Claims Against Lender; Limitation of Certain Damages. In order to allow the Lender to mitigate any damages to the District from the Lender’s alleged breach of its duties under the Financing Documents or any other duty, if any, to the District, the District agrees to give the Lender written notice no later than thirty days after the District knows of any claim or defense it has against the Lender, whether in tort or contract, relating to any action or inaction by the Lender under the Financing Documents, or the transactions related thereto, or of any defense to payment of the obligations of the District hereunder for any reason. The requirement of providing timely notice to the Lender represents the parties’ agreed to standard of performance regarding the duty of the Lender to mitigate damages related to claims against the Lender. Notwithstanding any claim that one party may have against the other, and regardless of any notice either party may have given the other, neither party will be liable to the other for indirect, consequential, or special damages arising therefrom, except those damages arising from such party’s willful misconduct, negligence, or bad faith. Notwithstanding the foregoing, it is agreed and understood by the parties that failure by the District to give notice to the Lender under this Section shall not waive any claims of the District nor constitute an Event of Default hereunder, but such failure shall relieve the Lender of any duty to mitigate damages prior to receiving notice.

Section 8.05. Notices.

(a) Except as otherwise provided herein, all notices, certificates, or other communications required to be given to any of the Persons set forth below pursuant to any provision of this Agreement shall be in writing, shall be given either in person or by certified or registered mail, and if mailed, shall be deemed received three days after having been deposited in a receptacle for United States mail, postage prepaid, addressed as follows:

to the District: Consolidated Bell Mountain Ranch Metropolitan District c/o CliftonLarsonAllen LLP Suite 300 8390 E Crescent Parkway Greenwood Village, CO 80111 Email: [email protected] Attention: Bob Blodgett

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With a copy to: Collins Cockrel & Cole P.C. Suite 400 390 Union Blvd. Denver, CO 80228-1556 Email: [email protected] Attention: Timothy J. Flynn, Esq.

to the Lender: BBVA Mortgage Corporation Suite 2800 999 18th Street Denver, CO 80202 Email 1: [email protected] Email 2: [email protected] Attention: Denver Public Finance Group

Shane Miner or Sandra Rangel

With a copy to: BBVA USA 2nd Floor 8333 Douglas Avenue Dallas, TX 75225 Email: [email protected] Attention: LD&FC Public Finance

(b) In lieu of mailed notice to any Person set forth above, the Persons designated above may provide notice by email to any email address set forth above for any other Person designated above, or by facsimile transmission to any facsimile number set forth above for such Person, and any such notices shall be deemed received upon receipt by the sender of an email or facsimile transmission from such Person confirming such receipt, or upon receipt by the sender of such other confirmation of receipt as may be reasonably reliable under the circumstances.

(c) The Persons designated above may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, or other communications shall be sent.

(d) Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.

Section 8.06. Payments. Payments due on the Loan shall be made in lawful money of the United States. All payments may be applied by the Lender to principal, interest, and other amounts due under the Note and this Agreement in any order which the Lender elects.

Section 8.07. Applicable Law and Jurisdiction; Interpretation; Severability. The Financing Documents will be governed by and interpreted in accordance with the internal laws of the State, except to the extent superseded by Federal law. Invalidity of any provisions of any Financing Document will not affect any other provision. THE DISTRICT AND THE LENDER

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HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN DENVER, COLORADO, AND WAIVE ANY OBJECTIONS BASED ON FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES, OR PROCEEDINGS RELATING TO THE FINANCING DOCUMENTS OR ANY TRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING. Nothing in this Agreement will affect the Parties’ rights to serve process in any manner permitted by law. If any section, paragraph, clause, or provision of this Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Agreement, the intent being that the same are severable.

Section 8.08. Copies; Entire Agreement; Modification. The District hereby acknowledges the receipt of a copy of the Financing Documents.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING, EXPRESSING CONSIDERATION AND SIGNED BY THE PARTIES ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. THE TERMS OF THIS AGREEMENT MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE SHALL ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN THE DISTRICT AND THE LENDER. A MODIFICATION OF ANY OTHER CREDIT AGREEMENT NOW IN EFFECT BETWEEN THE DISTRICT AND THE LENDER, WHICH OCCURS AFTER RECEIPT BY THE DISTRICT OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. ORAL OR IMPLIED MODIFICATIONS TO ANY SUCH CREDIT AGREEMENT IS NOT ENFORCEABLE AND SHOULD NOT BE RELIED UPON.

Section 8.09. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE DISTRICT AND THE LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO ANY OF THE FINANCING DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. THE DISTRICT AND THE LENDER EACH REPRESENTS TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY GIVEN.

Section 8.10. Exhibits. All exhibits referred to herein are hereby expressly incorporated by reference.

Section 8.11. No Recourse Against Officers and Agents. Pursuant to Section 11-57-209 of the Supplemental Public Securities Act, if a member of the Board, or any officer or agent of the District, acts in good faith in the performance of his or her duties as a member, officer, or agent of the Board or the District and in no other capacity, no civil recourse shall be available against such member, officer or agent for payment of the principal of and interest on the Loan. Such recourse shall not be available either directly or indirectly through the Board or the District, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or

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otherwise. By the acceptance of the delivery of the Note evidencing the Loan and as a part of the consideration for such transfer, the Lender and any Person purchasing or accepting the transfer of the obligation representing the Loan specifically waives any such recourse.

Section 8.12. Conclusive Recital. Pursuant to § 11-57-210 of the Supplemental Public Securities Act, this Agreement is entered into pursuant to certain provisions of the Supplemental Public Securities Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Agreement after delivery for value.

Section 8.13. Limitation of Actions. Pursuant to § 11-57-212 of the Supplemental Public Securities Act, no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization or issuance of the Loan shall be commenced more than thirty days after the authorization of the Loan.

Section 8.14. Pledge of Revenues. The creation, perfection, enforcement, and priority of the pledge of the Pledged Revenue and the other Collateral to secure the Loan Obligations shall be governed by § 11-57-208 of the Supplemental Public Securities Act, this Agreement, the Note, and the Authorizing Resolution. The Pledged Revenue and other Collateral as received by or otherwise credited to the District shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge and the obligation to perform the contractual provisions hereof shall have priority over any and all other obligations and liabilities of the District, except as may be otherwise provided in the Supplemental Public Securities Act, in this Agreement, or in the Authorizing Resolution, but subject to any prior pledges and liens. The lien of such pledge shall be valid, binding, and enforceable as against all Persons having claims of any kind in tort, contract, or otherwise against the District irrespective of whether such Persons have notice of such liens.

Section 8.15. No Advisory or Fiduciary Relationship. In connection with any aspect of the transactions contemplated by this Agreement (including in connection with any amendment, waiver, or other modification hereof or of any Financing Document), the District acknowledges and agrees that (a) the transactions contemplated hereby are arm’s-length commercial transactions between the District and the Lender; (b) the Lender is and has been acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent, or a fiduciary for the District or any other Person; (c) the Lender has not assumed a fiduciary responsibility in favor of the District or any other Person with respect to the Loan or the Note or the process leading to the parties’’ entering into this Agreement and that the Lender has no any other obligation to the District except the obligations expressly set forth in this Agreement; (d) the Lender does not provide advice to or on behalf of a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues; or undertaken a solicitation of a municipal entity, within the meaning of Section 975 of the Dodd–Frank Wall Street Reform and Consumer Protection Act; and (e) the District has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the transactions contemplated herein.

Section 8.16. No Liability. Any action taken or omitted by the Lender under or in connection with the Financing Documents, if taken or omitted in good faith and without willful

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misconduct or negligence, shall be binding upon the District and shall not put the Lender under any resulting liability to the District. The Lender, including its agents, employees, officers, directors, and controlling Persons, shall not have any liability to the District, and the District assumes all risk, responsibility, and liability for (a) the form, sufficiency, correctness, validity, genuineness, falsification, and legal effect of any demands and other documents, instruments, and other papers relating to the Loan even if such documents, should prove to be in any or all respects invalid, insufficient, fraudulent, or forged; (b) the general and particular conditions stipulated therein; (c) the good faith acts of any Person whosoever in connection therewith; (d) failure of any Person (other than the Lender, subject to the terms and conditions hereof) to comply with the terms of the Loan; (e) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telex, telegraph, wireless, or otherwise, whether or not they be in code; (f) errors in translation or errors in interpretation of technical terms; (g) for any other consequences arising from causes beyond the Lender’s control; or (h) any use of which may be made of the proceeds of the Loan, except to the extent of any direct, as opposed to indirect, consequential, or special damages suffered by the District which direct damages are proven by the District to be caused by the Lender’s willful or grossly negligent failure to make lawful payment under the Loan.

Section 8.17. No Waiver; Modifications in Writing. No failure or delay on the part of any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other right, power, or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the parties at law or in equity or otherwise. No amendment, modification, supplement, termination, or waiver of or to any provision of this Agreement, nor consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by or on behalf of both parties. Any amendment, modification, or supplement of or to any provision of this Agreement, and any consent to any departure by a party from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. No notice to or demand on a party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the party to any other or further action in any circumstances without notice or demand.

Section 8.18. Payment on Non-Business Days. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, then the payment shall be made on the next succeeding Business Day, and such extension of time shall not be included in the computation of the amount due. This Section shall have no effect upon the calculation of the days required hereunder for notices; provided, that notices which are due on non-Business Days can be given on the next day which is a Business Day.

Section 8.19. Document Imaging. The parties shall be entitled, in their sole discretion, to image all or any selection of the Financing Documents, other instruments, documents, items and records governing, arising from or relating to the Loan, and may destroy or archive the paper originals. The parties hereby waive any right to insist that the other party produce paper originals; agrees that such images shall be accorded the same force and effect as the paper originals; and further agrees that the parties are entitled to use such images in lieu of destroyed or archived originals for any purpose, including as admissible evidence in any demand, presentment or proceedings.

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Section 8.20. Further Assurances. The District agrees to do such further acts and things and to execute and deliver to the Lender such additional assignments, agreements, powers, and instruments as the Lender may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to better assure and confirm unto the Lender its rights, powers, and remedies hereunder and under the Financing Documents.

Section 8.21. Execution in Counterparts. This Agreement may be executed in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

Section 8.22. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof, the intent being that such remaining provisions shall remain in full force and effect.

Section 8.23. Headings. Article and Section headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

Section 8.24. Lender Consent. By execution of this Agreement, the Lender hereby consents to (a) the issuance of the Note, and (b) the execution and delivery of such other documents or amendments as may be deemed reasonably necessary by the parties in connection with the foregoing.

Section 8.25. Integration. This Agreement is intended to be the final agreement between the parties hereto relating to the subject matter hereof and this Agreement and any agreement, document, or instrument attached hereto or referred to herein shall supersede all oral negotiations and prior writings with respect to the subject matter hereof.

Section 8.26. Lender Representation. The Lender hereby represents that it is a “financial institution or institutional investor” within the meaning of § 32-1-1101(6)(a)(IV), C.R.S. and an accredited investor within the meaning of the Colorado Municipal Bond Supervision Act.

Section 8.27. Patriot Act Notice. The Lender hereby notifies the District that pursuant to the requirements of the Patriot Act, it is required to obtain, verify, and record information that identifies the District, which information includes the name and address of the District and other information that will allow the Lender to identify the District in accordance with the Patriot Act. The District hereby agrees that it shall promptly provide such information upon request by the Lender.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.

[SEAL]

BBVA MORTGAGE CORPORATION

By Matthew J. Chorske Senior Vice President

Attest:

By Secretary or Assistant Secretary

CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT, DOUGLAS COUNTY, COLORADO

By President or Vice President

[Signature Page to Loan Agreement]

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EXHIBIT A

FORM OF NOTES

[Form of Taxable Note]

THIS NOTE MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT TO AN “ACCREDITED INVESTOR”, AS THAT TERM IS DEFINED UNDER SECTIONS 3(B) AND (4)(2) OF THE FEDERAL “SECURITIES ACT OF 1933” BY REGULATION ADOPTED THEREUNDER BY THE SECURITIES AND EXCHANGE COMMISSION.

UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF DOUGLAS

CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAXABLE PROMISSORY NOTE

IN THE PRINCIPAL AMOUNT OF

US $______,000 February ___, 2020

FOR VALUE RECEIVED, CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado, duly organized and existing as a metropolitan district under the constitution and laws of the State of Colorado (hereinafter referred to as “Maker”), promises to pay to the order of BBVA MORTGAGE CORPORATION, an Alabama corporation, and its successors and assigns (hereinafter referred to as “Payee”), at the office of Payee or its agent, designee, or assignee at such place as Payee or its agent, designee, or assignee may from time to time designate in writing, the principal amount set forth above, or such lesser amount as may be due, as the same becomes due and payable under that certain Loan Agreement dated February __, 2020, by and between Maker and Payee (the “Loan Agreement”), in lawful money of the United States of America.

This Note shall be in the principal amount, bear interest, be payable, and mature pursuant to the terms and provisions of the Loan Agreement. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed in the Loan Agreement.

Amounts received by Payee under this Note shall be applied in the manner provided by the Loan Agreement. All amounts due under this Note shall be payable without setoff, counterclaim, or any other deduction whatsoever by Maker.

Unless payments are made in the required amount in immediately available funds in accordance with the provisions of the Loan Agreement, remittances in payment of all or any part of the amounts due and payable hereunder shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Payee in funds immediately available at the place where this Note is payable (or any other place as Payee, in Payee’s sole discretion, may have established by delivery of written notice thereof to Maker) and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Payee

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of any payment in an amount less than the amount then due shall be deemed an acceptance on account only and any unpaid amounts shall remain due hereunder, all as more particularly provided in the Loan Agreement.

In the event of nonpayment of this Note, Payee shall be entitled to all remedies under the Loan Agreement.

Pursuant to the terms of the Loan Agreement and notwithstanding anything therein or herein to the contrary, the Maker is not obligated to pay more than the amount permitted by law and its electoral authorization in repayment of the Maker’s obligations hereunder, including all payments of principal, Prepayment Fee, if any, and interest, and all of the Maker’s obligations under the Loan Agreement and this Note will be deemed defeased and no longer outstanding upon the payment by the Maker of such amount.

BY ACCEPTANCE OF THIS INSTRUMENT, THE OWNER OF THIS NOTE AGREES AND CONSENTS TO ALL OF THE LIMITATIONS IN RESPECT OF THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE CONTAINED HEREIN, IN THE LOAN AGREEMENT, IN THE RESOLUTION OF THE DISTRICT AUTHORIZING THE ISSUANCE OF THIS NOTE, AND IN THE SERVICE PLAN FOR CREATION OF THE DISTRICT. SPECIFICALLY, BUT NOT BY WAY OF LIMITATION, THE OWNER OF THIS NOTE REPRESENTS AND AFFIRMS THAT IT IS AN “ACCREDITED INVESTOR” AS THAT TERM IS DEFINED UNDER SECTIONS 3(B) AND (4)(2) OF THE FEDERAL “SECURITIES ACT OF 1933” BY REGULATION ADOPTED THEREUNDER BY THE SECURITIES AND EXCHANGE COMMISSION.

Maker and any endorsers, sureties, or guarantors hereof jointly and severally waive presentment and demand for payment, protest, and notice of protest and nonpayment, all applicable exemption rights, valuation, and appraisement, notice of demand, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note and the bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and collateral securing payment hereof. Maker and any surety, endorser, or guarantor hereof agree (a) that the time for any payments hereunder may be extended from time to time without notice and consent; (b) to the acceptance of further collateral; (c) to the release of any existing collateral for the payment of this Note; (d) to any and all renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note; and/or (e) that additional makers, endorsers, guarantors, or sureties may become parties hereto all without notice to them and without in any manner affecting their liability under or with respect to this Note. No extension of time for the payment of this Note shall affect the liability of Maker under this Note or any endorser or guarantor hereof even though Maker or such endorser or guarantor is not a party to such agreement.

Failure of Payee to exercise any of the options granted herein to Payee upon the happening of one or more of the events giving rise to such options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect to the same or any other event. The acceptance by Payee of any payment hereunder that is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the options granted herein or in the Loan Agreement to Payee at that time or at any

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subsequent time or nullify any prior exercise of any such option without the express written acknowledgment of Payee.

Maker (and the undersigned representative of Maker, if any) represents that Maker has full power, authority, and legal right to execute, deliver, and perform its obligations pursuant to this Note and this Note constitutes the legal, valid, and binding obligation of Maker.

All notices or other communications required or permitted to be given hereunder shall be given in the manner and be effective as specified in the Loan Agreement, directed to the parties at their respective addresses as provided therein.

This Note is governed by and interpreted in accordance with the internal laws of the State of Colorado, except to the extent superseded by federal law.

This Note is entered into pursuant to and under the authority of certain provisions of the Supplemental Public Securities Act, being Title 11, Article 57, Part 2 of the Colorado Revised Statutes, as amended. Pursuant to § 11-57-210, C.R.S., such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Note after delivery for value.

TO THE EXTENT PERMITTED BY LAW, MAKER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN DENVER, COLORADO, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES, OR PROCEEDINGS RELATING TO THIS NOTE, THE LOAN AGREEMENT, THE PLEDGED REVENUE, ANY OTHER FINANCING DOCUMENT, OR ANY TRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING.

TO THE EXTENT PERMITTED BY LAW, MAKER HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS NOTE, THE LOAN AGREEMENT, OR ANY OF THE OTHER FINANCING DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. MAKER REPRESENTS TO PAYEE THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY GIVEN.

THE PROVISIONS OF THIS NOTE MAY BE AMENDED OR REVISED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE WITH RESPECT TO THE SUBJECT MATTER HEREOF.

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IN WITNESS WHEREOF, an authorized representative of Consolidated Bell Mountain Ranch Metropolitan District, as Maker, has executed this Note as of the day and year first above written.

[SEAL]


_____________________________________ Authorized Officer

Attest:

Secretary or Assistant Secretary

[End of form of Taxable Note]

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4837-3588-4721.2

[Form of Tax-Exempt Note]

THIS NOTE MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT TO AN “ACCREDITED INVESTOR”, AS THAT TERM IS DEFINED UNDER SECTIONS 3(B) AND (4)(2) OF THE FEDERAL “SECURITIES ACT OF 1933” BY REGULATION ADOPTED THEREUNDER BY THE SECURITIES AND EXCHANGE COMMISSION.

UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF DOUGLAS

CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAX-EXEMPT PROMISSORY NOTE

IN THE PRINCIPAL AMOUNT OF

US $________,000 February ___, 2020

FOR VALUE RECEIVED, CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado, duly organized and existing as a metropolitan district under the constitution and laws of the State of Colorado (hereinafter referred to as “Maker”), promises to pay to the order of BBVA MORTGAGE CORPORATION, an Alabama corporation, and its successors and assigns (hereinafter referred to as “Payee”), at the office of Payee or its agent, designee, or assignee at such place as Payee or its agent, designee, or assignee may from time to time designate in writing, the principal amount set forth above, or such lesser amount as may be due, as the same becomes due and payable under that certain Loan Agreement dated February __, 2020, by and between Maker and Payee (the “Loan Agreement”), in lawful money of the United States of America.

This Note shall be in the principal amount, bear interest, be payable, and mature pursuant to the terms and provisions of the Loan Agreement. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed in the Loan Agreement.

Amounts received by Payee under this Note shall be applied in the manner provided by the Loan Agreement. All amounts due under this Note shall be payable without setoff, counterclaim, or any other deduction whatsoever by Maker.

Unless payments are made in the required amount in immediately available funds in accordance with the provisions of the Loan Agreement, remittances in payment of all or any part of the amounts due and payable hereunder shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Payee in funds immediately available at the place where this Note is payable (or any other place as Payee, in Payee’s sole discretion, may have established by delivery of written notice thereof to Maker) and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Payee of any payment in an amount less than the amount then due shall be deemed an acceptance on account only and any unpaid amounts shall remain due hereunder, all as more particularly provided in the Loan Agreement.

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In the event of nonpayment of this Note, Payee shall be entitled to all remedies under the Loan Agreement.

Pursuant to the terms of the Loan Agreement and notwithstanding anything therein or herein to the contrary, the Maker is not obligated to pay more than the amount permitted by law and its electoral authorization in repayment of the Maker’s obligations hereunder, including all payments of principal, Prepayment Fee, if any, and interest, and all of the Maker’s obligations under the Loan Agreement and this Note will be deemed defeased and no longer outstanding upon the payment by the Maker of such amount.

BY ACCEPTANCE OF THIS INSTRUMENT, THE OWNER OF THIS NOTE AGREES AND CONSENTS TO ALL OF THE LIMITATIONS IN RESPECT OF THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE CONTAINED HEREIN, IN THE LOAN AGREEMENT, IN THE RESOLUTION OF THE DISTRICT AUTHORIZING THE ISSUANCE OF THIS NOTE, AND IN THE SERVICE PLAN FOR CREATION OF THE DISTRICT. SPECIFICALLY, BUT NOT BY WAY OF LIMITATION, THE OWNER OF THIS NOTE REPRESENTS AND AFFIRMS THAT IT IS AN “ACCREDITED INVESTOR” AS THAT TERM IS DEFINED UNDER SECTIONS 3(B) AND (4)(2) OF THE FEDERAL “SECURITIES ACT OF 1933” BY REGULATION ADOPTED THEREUNDER BY THE SECURITIES AND EXCHANGE COMMISSION.

Maker and any endorsers, sureties, or guarantors hereof jointly and severally waive presentment and demand for payment, protest, and notice of protest and nonpayment, all applicable exemption rights, valuation, and appraisement, notice of demand, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note and the bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and collateral securing payment hereof. Maker and any surety, endorser, or guarantor hereof agree (a) that the time for any payments hereunder may be extended from time to time without notice and consent; (b) to the acceptance of further collateral; (c) to the release of any existing collateral for the payment of this Note; (d) to any and all renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note; and/or (e) that additional makers, endorsers, guarantors, or sureties may become parties hereto all without notice to them and without in any manner affecting their liability under or with respect to this Note. No extension of time for the payment of this Note shall affect the liability of Maker under this Note or any endorser or guarantor hereof even though Maker or such endorser or guarantor is not a party to such agreement.

Failure of Payee to exercise any of the options granted herein to Payee upon the happening of one or more of the events giving rise to such options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect to the same or any other event. The acceptance by Payee of any payment hereunder that is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the options granted herein or in the Loan Agreement to Payee at that time or at any subsequent time or nullify any prior exercise of any such option without the express written acknowledgment of Payee.

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4837-3588-4721.2

Maker (and the undersigned representative of Maker, if any) represents that Maker has full power, authority, and legal right to execute, deliver, and perform its obligations pursuant to this Note and this Note constitutes the legal, valid, and binding obligation of Maker.

All notices or other communications required or permitted to be given hereunder shall be given in the manner and be effective as specified in the Loan Agreement, directed to the parties at their respective addresses as provided therein.

This Note is governed by and interpreted in accordance with the internal laws of the State of Colorado, except to the extent superseded by federal law.

This Note is entered into pursuant to and under the authority of certain provisions of the Supplemental Public Securities Act, being Title 11, Article 57, Part 2 of the Colorado Revised Statutes, as amended. Pursuant to §11-57-210, C.R.S., such recital shall be conclusive evidence of the validity and the regularity of the issuance of this Note after delivery for value.

TO THE EXTENT PERMITTED BY LAW, MAKER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN DENVER, COLORADO, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES, OR PROCEEDINGS RELATING TO THIS NOTE, THE LOAN AGREEMENT, THE PLEDGED REVENUE, ANY OTHER FINANCING DOCUMENT, OR ANY TRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING.

TO THE EXTENT PERMITTED BY LAW, MAKER HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS NOTE, THE LOAN AGREEMENT, OR ANY OF THE OTHER FINANCING DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. MAKER REPRESENTS TO PAYEE THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY GIVEN.

THE PROVISIONS OF THIS NOTE MAY BE AMENDED OR REVISED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE WITH RESPECT TO THE SUBJECT MATTER HEREOF.

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IN WITNESS WHEREOF, an authorized representative of Consolidated Bell Mountain Ranch Metropolitan District, as Maker, has executed this Note as of the day and year first above written.

[SEAL]


Authorized Officer

Attest:

Secretary or Assistant Secretary

[End of form of Tax-Exempt Note]

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4837-3588-4721.2

EXHIBIT B

DEBT BALLOT ISSUES FROM 1998 ELECTION

Debt for Street Purposes:

SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT DEBT BE INCREASED $9,000,000, WITH A REPAYMENT COST OF NOT MORE THAN $30,600,000; AND SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAXES BE INCREASED $30,600,000 ANNUALLY, OR BY SUCH LESSER ANNUAL AMOUNT AS MAY BE NECESSARY TO PAY THE DISTRICT'S DEBT: SUCH DEBT TO CONSIST OF GENERAL OBLIGATION BONDS OR OTHER OBLIGATIONS, INCLUDING CONTRACTS, ISSUED OR INCURRED FOR THE PURPOSE OF PAYING, REIMBURSING, FINANCING, OR REFINANCING ALL OR ANY PART OF THE COSTS OF ACQUIRING, CONSTRUCTING, RELOCATING, INSTALLING, COMPLETING, AND OTHERWISE PROVIDING, WITHIN OR WITHOUT THE BOUNDARIES OF THE DISTRICT, STREET IMPROVEMENTS INCLUDING CURBS, GUTTERS, CULVERTS, OTHER DRAINAGE FACILITIES, SIDEWALKS, BRIDGES, PARKING FACILITIES, PAVING, LIGHTING, GRADING, LANDSCAPING, AND OTHER STREET IMPROVEMENTS, TOGETHER WITH ALL NECESSARY, INCIDENTAL, AND APPURTENANT FACILITIES, EQUIPMENT, LAND, AND EASEMENTS, AND EXTENSIONS OF AND IMPROVEMENTS TO SAID FACILITIES, INCLUDING WITHOUT LIMITATION THE REFINANCING OF DEBT OR OTHER OBLIGATIONS PREVIOUSLY INCURRED BY BELL MOUNTAIN RANCH PHASE II METROPOLITAN DISTRICT, BELL MOUNTAIN RANCH PHASE III METROPOLITAN DISTRICT, AND BELL MOUNTAIN RANCH PARK AND RECREATION DISTRICT IN CONNECTION WITH SUCH FACILITIES; SUCH DEBT TO BEAR INTEREST AT A NET EFFECTIVE INTEREST RATE NOT IN EXCESS OF 12% PER ANNUM, SUCH INTEREST TO BE PAYABLE AT SUCH TIME OR TIMES AND WHICH MAY COMPOUND ANNUALLY OR SEMIANNUALLY AS MAY BE DETERMINED BY THE DISTRICT, SUCH DEBT TO BE ISSUED OR INCURRED AT ONE TIME OR FROM TIME TO TIME AND TO MATURE OR BECOME PAYABLE IN NOT MORE THAN 40 YEARS AFTER ISSUANCE, TO BE PAID FROM ANY LEGALLY AVAILABLE MONEYS OF THE DISTRICT, INCLUDING THE PROCEEDS OF AD VALOREM PROPERTY TAXES; SUCH TAXES TO CONSIST OF AN AD VALOREM MILL LEVY IMPOSED ON ALL TAXABLE PROPERTY WITHIN THE DISTRICT, WITHOUT LIMITATION OF RATE OR WITH SUCH LIMITATIONS AS MAY BE REQUIRED BY THE SERVICE PLAN OF THE DISTRICT, AND IN AMOUNTS SUFFICIENT TO PRODUCE THE ANNUAL INCREASE SET FORTH ABOVE OR SUCH LESSER AMOUNT AS MAY BE NECESSARY, TO BE USED SOLELY FOR THE PURPOSE OF PAYING THE PRINCIPAL OF, PREMIUM IF ANY, AND INTEREST ON THE DISTRICT'S DEBT; AND SHALL THE PROCEEDS OF ANY SUCH DEBT AND THE PROCEEDS OF SUCH TAXES, ANY OTHER REVENUE USED TO PAY SUCH DEBT, AND INVESTMENT INCOME THEREON, CONSTITUTE VOTER-APPROVED REVENUE CHANGES AND BE COLLECTED AND SPENT BY THE DISTRICT WITHOUT REGARD TO ANY SPENDING, REVENUE-RAISING, OR OTHER LIMITATION CONTAINED WITHIN ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION, AND WITHOUT LIMITING IN ANY YEAR THE

113

4837-3588-4721.2

AMOUNT OF OTHER REVENUES THAT MAY BE COLLECTED AND SPENT BY THE DISTRICT?

Debt for Water Purposes:

SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT DEBT BE INCREASED $6,500,000, WITH A REPAYMENT COST OF NOT MORE THAN $22,100,000; AND SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAXES BE INCREASED $22,100,000 ANNUALLY, OR BY SUCH LESSER ANNUAL AMOUNT AS MAY BE NECESSARY TO PAY THE DISTRICT'S DEBT: SUCH DEBT TO CONSIST OF GENERAL OBLIGATION BONDS OR OTHER OBLIGATIONS, INCLUDING CONTRACTS, ISSUED OR INCURRED FOR THE PURPOSE OF PAYING, REIMBURSING, FINANCING, OR REFINANCING ALL OR ANY PART OF THE COSTS OF ACQUIRING, CONSTRUCTING, RELOCATING, INSTALLING, COMPLETING, AND OTHERWISE PROVIDING, WITHIN OR WITHOUT THE BOUNDARIES OF THE DISTRICT, A COMPLETE POTABLE AND NON-POTABLE WATER SUPPLY, STORAGE, TRANSMISSION, AND DISTRIBUTION SYSTEM, INCLUDING TRANSMISSION LINES, DISTRIBUTION MAINS AND LATERALS, IRRIGATION FACILITIES, AND STORAGE FACILITIES, TOGETHER WITH ALL NECESSARY, INCIDENTAL, AND APPURTENANT FACILITIES, EQUIPMENT, LAND, AND EASEMENTS, AND EXTENSIONS OF AND IMPROVEMENTS TO SAID FACILITIES, INCLUDING WITHOUT LIMITATION THE REFINANCING OF DEBT OR OTHER OBLIGATIONS PREVIOUSLY INCURRED BY BELL MOUNTAIN RANCH PHASE II METROPOLITAN DISTRICT, BELL MOUNTAIN RANCH PHASE III METROPOLITAN DISTRICT, AND BELL MOUNTAIN RANCH PARK AND RECREATION DISTRICT IN CONNECTION WITH SUCH FACILITIES; SUCH DEBT TO BEAR INTEREST AT A NET EFFECTIVE INTEREST RATE NOT IN EXCESS OF 12% PER ANNUM, SUCH INTEREST TO BE PAYABLE AT SUCH TIME OR TIMES AND WHICH MAY COMPOUND ANNUALLY OR SEMIANNUALLY AS MAY BE DETERMINED BY THE DISTRICT, SUCH DEBT TO BE ISSUED OR INCURRED AT ONE TIME OR FROM TIME TO TIME AND TO MATURE OR BECOME PAYABLE IN NOT MORE THAN 40 YEARS AFTER ISSUANCE, TO BE PAID FROM ANY LEGALLY AVAILABLE MONEYS OF THE DISTRICT, INCLUDING THE PROCEEDS OF AD VALOREM PROPERTY TAXES; SUCH TAXES TO CONSIST OF AN AD VALOREM MILL LEVY IMPOSED ON ALL TAXABLE PROPERTY WITHIN THE DISTRICT, WITHOUT LIMITATION OF RATE OR WITH SUCH LIMITATIONS AS MAY BE REQUIRED BY THE SERVICE PLAN OF THE DISTRICT, AND IN AMOUNTS SUFFICIENT TO PRODUCE THE ANNUAL INCREASE SET FORTH ABOVE OR SUCH LESSER AMOUNT AS MAY BE NECESSARY, TO BE USED SOLELY FOR THE PURPOSE OF PAYING THE PRINCIPAL OF, PREMIUM IF ANY, AND INTEREST ON THE DISTRICT'S DEBT; AND SHALL THE PROCEEDS OF ANY SUCH DEBT AND THE PROCEEDS OF SUCH TAXES, ANY OTHER REVENUE USED TO PAY SUCH DEBT, AND INVESTMENT INCOME THEREON, CONSTITUTE VOTER-APPROVED REVENUE CHANGES AND BE COLLECTED AND SPENT BY THE DISTRICT WITHOUT REGARD TO ANY SPENDING, REVENUE-RAISING, OR OTHER LIMITATION CONTAINED WITHIN ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION, AND WITHOUT LIMITING IN ANY YEAR THE AMOUNT OF OTHER REVENUES THAT MAY BE COLLECTED AND SPENT BY THE DISTRICT?

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4837-3588-4721.2

Debt for Park and Recreation Purposes:

SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT DEBT BE INCREASED $2,750,000, WITH A REPAYMENT COST OF NOT MORE THAN $9,350,000; AND SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAXES BE INCREASED $9,350,000 ANNUALLY, OR BY SUCH LESSER ANNUAL AMOUNT AS MAY BE NECESSARY TO PAY THE DISTRICT'S DEBT: SUCH DEBT TO CONSIST OF GENERAL OBLIGATION BONDS OR OTHER OBLIGATIONS, INCLUDING CONTRACTS, ISSUED OR INCURRED FOR THE PURPOSE OF PAYING, REIMBURSING, FINANCING, OR REFINANCING ALL OR ANY PART OF THE COSTS OF ACQUIRING, CONSTRUCTING, RELOCATING, INSTALLING, COMPLETING, AND OTHERWISE PROVIDING, WITHIN OR WITHOUT THE BOUNDARIES OF THE DISTRICT, PARKS AND RECREATIONAL FACILITIES, IMPROVEMENTS, AND PROGRAMS, INCLUDING PARKS, BIKE PATHS AND PEDESTRIAN WAYS, OPEN SPACE, LANDSCAPING, CULTURAL ACTIVITIES, COMMUNITY RECREATION CENTERS, WATER BODIES, IRRIGATION FACILITIES, AND OTHER ACTIVE AND PASSIVE RECREATION FACILITIES AND PROGRAMS, TOGETHER WITH ALL NECESSARY, INCIDENTAL, AND APPURTENANT FACILITIES, EQUIPMENT, LAND, AND EASEMENTS, AND EXTENSIONS OF AND IMPROVEMENTS TO SAID FACILITIES, INCLUDING WITHOUT LIMITATION THE REFINANCING OF DEBT OR OTHER OBLIGATIONS PREVIOUSLY INCURRED BY BELL MOUNTAIN RANCH PHASE II METROPOLITAN DISTRICT, BELL MOUNTAIN RANCH PHASE III METROPOLITAN DISTRICT, AND BELL MOUNTAIN RANCH PARK AND RECREATION DISTRICT IN CONNECTION WITH SUCH FACILITIES; SUCH DEBT TO BEAR INTEREST AT A NET EFFECTIVE INTEREST RATE NOT IN EXCESS OF 12% PER ANNUM, SUCH INTEREST TO BE PAYABLE AT SUCH TIME OR TIMES AND WHICH MAY COMPOUND ANNUALLY OR SEMIANNUALLY AS MAY BE DETERMINED BY THE DISTRICT, SUCH DEBT TO BE ISSUED OR INCURRED AT ONE TIME OR FROM TIME TO TIME AND TO MATURE OR BECOME PAYABLE IN NOT MORE THAN 40 YEARS AFTER ISSUANCE, TO BE PAID FROM ANY LEGALLY AVAILABLE MONEYS OF THE DISTRICT, INCLUDING THE PROCEEDS OF AD VALOREM PROPERTY TAXES; SUCH TAXES TO CONSIST OF AN AD VALOREM MILL LEVY IMPOSED ON ALL TAXABLE PROPERTY WITHIN THE DISTRICT, WITHOUT LIMITATION OF RATE OR WITH SUCH LIMITATIONS AS MAY BE REQUIRED BY THE SERVICE PLAN OF THE DISTRICT, AND IN AMOUNTS SUFFICIENT TO PRODUCE THE ANNUAL INCREASE SET FORTH ABOVE OR SUCH LESSER AMOUNT AS MAY BE NECESSARY, TO BE USED SOLELY FOR THE PURPOSE OF PAYING THE PRINCIPAL OF, PREMIUM IF ANY, AND INTEREST ON THE DISTRICT'S DEBT; AND SHALL THE PROCEEDS OF ANY SUCH DEBT AND THE PROCEEDS OF SUCH TAXES, ANY OTHER REVENUE USED TO PAY SUCH DEBT, AND INVESTMENT INCOME THEREON, CONSTITUTE VOTER-APPROVED REVENUE CHANGES AND BE COLLECTED AND SPENT BY THE DISTRICT WITHOUT REGARD TO ANY SPENDING, REVENUE-RAISING, OR OTHER LIMITATION CONTAINED WITHIN ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION, AND WITHOUT LIMITING IN ANY YEAR THE AMOUNT OF OTHER REVENUES THAT MAY BE COLLECTED AND SPENT BY THE DISTRICT?

Debt for Sanitation Purposes:

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SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT DEBT BE INCREASED $750,000, WITH A REPAYMENT COST OF NOT MORE THAN $2,550,000; AND SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAXES BE INCREASED $2,550,000 ANNUALLY, OR BY SUCH LESSER ANNUAL AMOUNT AS MAY BE NECESSARY TO PAY THE DISTRICT'S DEBT: SUCH DEBT TO CONSIST OF GENERAL OBLIGATION BONDS OR OTHER OBLIGATIONS, INCLUDING CONTRACTS, ISSUED OR INCURRED FOR THE PURPOSE OF PAYING, REIMBURSING, FINANCING, OR REFINANCING ALL OR ANY PART OF THE COSTS OF ACQUIRING, CONSTRUCTING, RELOCATING, INSTALLING, COMPLETING, AND OTHERWISE PROVIDING, WITHIN OR WITHOUT THE BOUNDARIES OF THE DISTRICT, A COMPLETE LOCAL SANITARY SEWAGE COLLECTION AND TRANSMISSION SYSTEM, INCLUDING COLLECTION MAINS AND LATERALS, TRANSMISSION LINES, TREATMENT FACILITIES, STORM SEWER, FLOOD, AND SURFACE DRAINAGE FACILITIES AND SYSTEMS, AND DETENTION AND RETENTION PONDS, TOGETHER WITH ALL NECESSARY, INCIDENTAL, AND APPURTENANT FACILITIES, EQUIPMENT, LAND, AND EASEMENTS, AND EXTENSIONS OF AND IMPROVEMENTS TO SAID FACILITIES, INCLUDING WITHOUT LIMITATION THE REFINANCING OF DEBT OR OTHER OBLIGATIONS PREVIOUSLY INCURRED BY BELL MOUNTAIN RANCH PHASE II METROPOLITAN DISTRICT, BELL MOUNTAIN RANCH PHASE III METROPOLITAN DISTRICT, AND BELL MOUNTAIN RANCH PARK AND RECREATION DISTRICT IN CONNECTION WITH SUCH FACILITIES; SUCH DEBT TO BEAR INTEREST AT A NET EFFECTIVE INTEREST RATE NOT IN EXCESS OF 12% PER ANNUM, SUCH INTEREST TO BE PAYABLE AT SUCH TIME OR TIMES AND WHICH MAY COMPOUND ANNUALLY OR SEMIANNUALLY AS MAY BE DETERMINED BY THE DISTRICT, SUCH DEBT TO BE ISSUED OR INCURRED AT ONE TIME OR FROM TIME TO TIME AND TO MATURE OR BECOME PAYABLE IN NOT MORE THAN 40 YEARS AFTER ISSUANCE, TO BE PAID FROM ANY LEGALLY AVAILABLE MONEYS OF THE DISTRICT, INCLUDING THE PROCEEDS OF AD VALOREM PROPERTY TAXES; SUCH TAXES TO CONSIST OF AN AD VALOREM MILL LEVY IMPOSED ON ALL TAXABLE PROPERTY WITHIN THE DISTRICT, WITHOUT LIMITATION OF RATE OR WITH SUCH LIMITATIONS AS MAY BE REQUIRED BY THE SERVICE PLAN OF THE DISTRICT, AND IN AMOUNTS SUFFICIENT TO PRODUCE THE ANNUAL INCREASE SET FORTH ABOVE OR SUCH LESSER AMOUNT AS MAY BE NECESSARY, TO BE USED SOLELY FOR THE PURPOSE OF PAYING THE PRINCIPAL OF, PREMIUM IF ANY, AND INTEREST ON THE DISTRICT'S DEBT; AND SHALL THE PROCEEDS OF ANY SUCH DEBT AND THE PROCEEDS OF SUCH TAXES, ANY OTHER REVENUE USED TO PAY SUCH DEBT, AND INVESTMENT INCOME THEREON, CONSTITUTE VOTER-APPROVED REVENUE CHANGES AND BE COLLECTED AND SPENT BY THE DISTRICT WITHOUT REGARD TO ANY SPENDING, REVENUE-RAISING, OR OTHER LIMITATION CONTAINED WITHIN ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION, AND WITHOUT LIMITING IN ANY YEAR THE AMOUNT OF OTHER REVENUES THAT MAY BE COLLECTED AND SPENT BY THE DISTRICT?

Debt for Safety Protection Purposes:

SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT DEBT BE INCREASED $750,000, WITH A REPAYMENT COST OF NOT MORE THAN $2,550,000;

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AND SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAXES BE INCREASED $2,550,000 ANNUALLY, OR BY SUCH LESSER ANNUAL AMOUNT AS MAY BE NECESSARY TO PAY THE DISTRICT'S DEBT: SUCH DEBT TO CONSIST OF GENERAL OBLIGATION BONDS OR OTHER OBLIGATIONS, INCLUDING CONTRACTS, ISSUED OR INCURRED FOR THE PURPOSE OF PAYING, REIMBURSING, FINANCING, OR REFINANCING ALL OR ANY PART OF THE COSTS OF ACQUIRING, CONSTRUCTING, RELOCATING, INSTALLING, COMPLETING, AND OTHERWISE PROVIDING, WITHIN OR WITHOUT THE BOUNDARIES OF THE DISTRICT, A SYSTEM OF TRAFFIC AND SAFETY CONTROLS AND DEVICES ON STREETS AND HIGHWAYS AND AT RAILROAD CROSSINGS, INCLUDING TRAFFIC SIGNALS, TOGETHER WITH ALL NECESSARY, INCIDENTAL, AND APPURTENANT FACILITIES, EQUIPMENT, LAND, AND EASEMENTS, AND EXTENSIONS OF AND IMPROVEMENTS TO SAID FACILITIES, INCLUDING WITHOUT LIMITATION THE REFINANCING OF DEBT OR OTHER OBLIGATIONS PREVIOUSLY INCURRED BY BELL MOUNTAIN RANCH PHASE II METROPOLITAN DISTRICT, BELL MOUNTAIN RANCH PHASE III METROPOLITAN DISTRICT, AND BELL MOUNTAIN RANCH PARK AND RECREATION DISTRICT IN CONNECTION WITH SUCH FACILITIES; SUCH DEBT TO BEAR INTEREST AT A NET EFFECTIVE INTEREST RATE NOT IN EXCESS OF 12% PER ANNUM, SUCH INTEREST TO BE PAYABLE AT SUCH TIME OR TIMES AND WHICH MAY COMPOUND ANNUALLY OR SEMIANNUALLY AS MAY BE DETERMINED BY THE DISTRICT, SUCH DEBT TO BE ISSUED OR INCURRED AT ONE TIME OR FROM TIME TO TIME AND TO MATURE OR BECOME PAYABLE IN NOT MORE THAN 40 YEARS AFTER ISSUANCE, TO BE PAID FROM ANY LEGALLY AVAILABLE MONEYS OF THE DISTRICT, INCLUDING THE PROCEEDS OF AD VALOREM PROPERTY TAXES; SUCH TAXES TO CONSIST OF AN AD VALOREM MILL LEVY IMPOSED ON ALL TAXABLE PROPERTY WITHIN THE DISTRICT, WITHOUT LIMITATION OF RATE OR WITH SUCH LIMITATIONS AS MAY BE REQUIRED BY THE SERVICE PLAN OF THE DISTRICT, AND IN AMOUNTS SUFFICIENT TO PRODUCE THE ANNUAL INCREASE SET FORTH ABOVE OR SUCH LESSER AMOUNT AS MAY BE NECESSARY, TO BE USED SOLELY FOR THE PURPOSE OF PAYING THE PRINCIPAL OF, PREMIUM IF ANY, AND INTEREST ON THE DISTRICT'S DEBT; AND SHALL THE PROCEEDS OF ANY SUCH DEBT AND THE PROCEEDS OF SUCH TAXES, ANY OTHER REVENUE USED TO PAY SUCH DEBT, AND INVESTMENT INCOME THEREON, CONSTITUTE VOTER-APPROVED REVENUE CHANGES AND BE COLLECTED AND SPENT BY THE DISTRICT WITHOUT REGARD TO ANY SPENDING, REVENUE-RAISING, OR OTHER LIMITATION CONTAINED WITHIN ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION, AND WITHOUT LIMITING IN ANY YEAR THE AMOUNT OF OTHER REVENUES THAT MAY BE COLLECTED AND SPENT BY THE DISTRICT?

Debt for Mosquito Control Purposes:

SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT DEBT BE INCREASED $50,000, WITH A REPAYMENT COST OF NOT MORE THAN $170,000; AND SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAXES BE INCREASED $170,000 ANNUALLY, OR BY SUCH LESSER ANNUAL AMOUNT AS MAY BE NECESSARY TO PAY THE DISTRICT'S DEBT: SUCH DEBT TO CONSIST OF GENERAL OBLIGATION BONDS OR OTHER OBLIGATIONS, INCLUDING

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4837-3588-4721.2

CONTRACTS, ISSUED OR INCURRED FOR THE PURPOSE OF PAYING, REIMBURSING, FINANCING, OR REFINANCING ALL OR ANY PART OF THE COSTS OF ACQUIRING, CONSTRUCTING, RELOCATING, INSTALLING, COMPLETING, AND OTHERWISE PROVIDING, WITHIN OR WITHOUT THE BOUNDARIES OF THE DISTRICT, FACILITIES, PROPERTIES, AND EQUIPMENT FOR THE ELIMINATION AND CONTROL OF MOSQUITOS, TOGETHER WITH ALL NECESSARY, INCIDENTAL, AND APPURTENANT FACILITIES, EQUIPMENT, LAND, AND EASEMENTS, AND EXTENSIONS OF AND IMPROVEMENTS TO SAID FACILITIES, INCLUDING WITHOUT LIMITATION THE REFINANCING OF DEBT OR OTHER OBLIGATIONS PREVIOUSLY INCURRED BY BELL MOUNTAIN RANCH PHASE II METROPOLITAN DISTRICT, BELL MOUNTAIN RANCH PHASE III METROPOLITAN DISTRICT, AND BELL MOUNTAIN RANCH PARK AND RECREATION DISTRICT IN CONNECTION WITH SUCH FACILITIES; SUCH DEBT TO BEAR INTEREST AT A NET EFFECTIVE INTEREST RATE NOT IN EXCESS OF 12% PER ANNUM, SUCH INTEREST TO BE PAYABLE AT SUCH TIME OR TIMES AND WHICH MAY COMPOUND ANNUALLY OR SEMIANNUALLY AS MAY BE DETERMINED BY THE DISTRICT, SUCH DEBT TO BE ISSUED OR INCURRED AT ONE TIME OR FROM TIME TO TIME AND TO MATURE OR BECOME PAYABLE IN NOT MORE THAN 40 YEARS AFTER ISSUANCE, TO BE PAID FROM ANY LEGALLY AVAILABLE MONEYS OF THE DISTRICT, INCLUDING THE PROCEEDS OF AD VALOREM PROPERTY TAXES; SUCH TAXES TO CONSIST OF AN AD VALOREM MILL LEVY IMPOSED ON ALL TAXABLE PROPERTY WITHIN THE DISTRICT, WITHOUT LIMITATION OF RATE OR WITH SUCH LIMITATIONS AS MAY BE REQUIRED BY THE SERVICE PLAN OF THE DISTRICT, AND IN AMOUNTS SUFFICIENT TO PRODUCE THE ANNUAL INCREASE SET FORTH ABOVE OR SUCH LESSER AMOUNT AS MAY BE NECESSARY, TO BE USED SOLELY FOR THE PURPOSE OF PAYING THE PRINCIPAL OF, PREMIUM IF ANY, AND INTEREST ON THE DISTRICT'S DEBT; AND SHALL THE PROCEEDS OF ANY SUCH DEBT AND THE PROCEEDS OF SUCH TAXES, ANY OTHER REVENUE USED TO PAY SUCH DEBT, AND INVESTMENT INCOME THEREON, CONSTITUTE VOTER-APPROVED REVENUE CHANGES AND BE COLLECTED AND SPENT BY THE DISTRICT WITHOUT REGARD TO ANY SPENDING, REVENUE-RAISING, OR OTHER LIMITATION CONTAINED WITHIN ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION, AND WITHOUT LIMITING IN ANY YEAR THE AMOUNT OF OTHER REVENUES THAT MAY BE COLLECTED AND SPENT BY THE DISTRICT?

Debt for Television Relay and Translation Purposes:

SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT DEBT BE INCREASED $150,000, WITH A REPAYMENT COST OF NOT MORE THAN $510,000; AND SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAXES BE INCREASED $510,000 ANNUALLY, OR BY SUCH LESSER ANNUAL AMOUNT AS MAY BE NECESSARY TO PAY THE DISTRICT'S DEBT: SUCH DEBT TO CONSIST OF GENERAL OBLIGATION BONDS OR OTHER OBLIGATIONS, INCLUDING CONTRACTS, ISSUED OR INCURRED FOR THE PURPOSE OF PAYING, REIMBURSING, FINANCING, OR REFINANCING ALL OR ANY PART OF THE COSTS OF ACQUIRING, CONSTRUCTING, RELOCATING, INSTALLING, COMPLETING, AND OTHERWISE PROVIDING, WITHIN OR WITHOUT THE BOUNDARIES OF THE DISTRICT,

118

4837-3588-4721.2

TELEVISION RELAY AND TRANSLATION SYSTEM IMPROVEMENTS, INCLUDING EQUIPMENT, FACILITIES, AND STRUCTURES, TOGETHER WITH ALL NECESSARY, INCIDENTAL, AND APPURTENANT FACILITIES, EQUIPMENT, LAND, AND EASEMENTS, AND EXTENSIONS OF AND IMPROVEMENTS TO SAID FACILITIES, INCLUDING WITHOUT LIMITATION THE REFINANCING OF DEBT OR OTHER OBLIGATIONS PREVIOUSLY INCURRED BY BELL MOUNTAIN RANCH PHASE II METROPOLITAN DISTRICT, BELL MOUNTAIN RANCH PHASE III METROPOLITAN DISTRICT, AND BELL MOUNTAIN RANCH PARK AND RECREATION DISTRICT IN CONNECTION WITH SUCH FACILITIES; SUCH DEBT TO BEAR INTEREST AT A NET EFFECTIVE INTEREST RATE NOT IN EXCESS OF 12% PER ANNUM, SUCH INTEREST TO BE PAYABLE AT SUCH TIME OR TIMES AND WHICH MAY COMPOUND ANNUALLY OR SEMIANNUALLY AS MAY BE DETERMINED BY THE DISTRICT, SUCH DEBT TO BE ISSUED OR INCURRED AT ONE TIME OR FROM TIME TO TIME AND TO MATURE OR BECOME PAYABLE IN NOT MORE THAN 40 YEARS AFTER ISSUANCE, TO BE PAID FROM ANY LEGALLY AVAILABLE MONEYS OF THE DISTRICT, INCLUDING THE PROCEEDS OF AD VALOREM PROPERTY TAXES; SUCH TAXES TO CONSIST OF AN AD VALOREM MILL LEVY IMPOSED ON ALL TAXABLE PROPERTY WITHIN THE DISTRICT, WITHOUT LIMITATION OF RATE OR WITH SUCH LIMITATIONS AS MAY BE REQUIRED BY THE SERVICE PLAN OF THE DISTRICT, AND IN AMOUNTS SUFFICIENT TO PRODUCE THE ANNUAL INCREASE SET FORTH ABOVE OR SUCH LESSER AMOUNT AS MAY BE NECESSARY, TO BE USED SOLELY FOR THE PURPOSE OF PAYING THE PRINCIPAL OF, PREMIUM IF ANY, AND INTEREST ON THE DISTRICT'S DEBT; AND SHALL THE PROCEEDS OF ANY SUCH DEBT AND THE PROCEEDS OF SUCH TAXES, ANY OTHER REVENUE USED TO PAY SUCH DEBT, AND INVESTMENT INCOME THEREON, CONSTITUTE VOTER-APPROVED REVENUE CHANGES AND BE COLLECTED AND SPENT BY THE DISTRICT WITHOUT REGARD TO ANY SPENDING, REVENUE-RAISING, OR OTHER LIMITATION CONTAINED WITHIN ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION, AND WITHOUT LIMITING IN ANY YEAR THE AMOUNT OF OTHER REVENUES THAT MAY BE COLLECTED AND SPENT BY THE DISTRICT?

Debt for Refunding Purposes:

SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT DEBT BE INCREASED $20,000,000, WITH A REPAYMENT COST OF NOT MORE THAN $68,000,000; AND SHALL CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAXES BE INCREASED $68,000,000 ANNUALLY, OR BY SUCH LESSER ANNUAL AMOUNT AS MAY BE NECESSARY TO PAY THE DISTRICT'S DEBT: SUCH DEBT TO CONSIST OF GENERAL OBLIGATION BONDS OR OTHER OBLIGATIONS ISSUED FOR THE PURPOSE OF REFUNDING, PAYING, OR DEFEASING, IN WHOLE OR IN PART, BONDS, NOTES, OR OTHER FINANCIAL OBLIGATIONS OF THE DISTRICT; SUCH DEBT TO BEAR INTEREST AT A RATE TO BE DETERMINED BY THE DISTRICT, WHICH INTEREST RATE MAY BE HIGHER THAN THE INTEREST RATE BORNE BY THE OBLIGATIONS BEING REFUNDED; SUCH INTEREST TO BE PAYABLE AT SUCH TIME OR TIMES AND WHICH MAY COMPOUND ANNUALLY OR SEMIANNUALLY AS MAY BE DETERMINED BY THE DISTRICT, SUCH DEBT TO BE ISSUED AT ONE TIME OR FROM TIME TO TIME AND TO MATURE OR BE PAYABLE IN NOT MORE THAN 40

119

4837-3588-4721.2

YEARS AFTER ISSUANCE, TO BE PAID FROM ANY LEGALLY AVAILABLE MONEYS OF THE DISTRICT, INCLUDING THE PROCEEDS OF AD VALOREM PROPERTY TAXES; SUCH TAXES TO CONSIST OF AN AD VALOREM MILL LEVY IMPOSED ON ALL TAXABLE PROPERTY WITHIN THE DISTRICT, WITHOUT LIMITATION OF RATE OR WITH SUCH LIMITATIONS AS MAY BE REQUIRED BY THE SERVICE PLAN OF THE DISTRICT, AND IN AMOUNTS SUFFICIENT TO PRODUCE THE ANNUAL INCREASE SET FORTH ABOVE OR SUCH LESSER AMOUNT AS MAY BE NECESSARY, TO BE USED SOLELY FOR THE PURPOSE OF PAYING THE PRINCIPAL OF, PREMIUM IF ANY, AND INTEREST ON THE DISTRICT'S DEBT; AND SHALL THE PROCEEDS OF ANY SUCH DEBT AND THE PROCEEDS OF SUCH TAXES, ANY OTHER REVENUE USED TO PAY SUCH DEBT, AND INVESTMENT INCOME THEREON CONSTITUTE VOTER-APPROVED REVENUE CHANGES AND BE COLLECTED AND SPENT BY THE DISTRICT WITHOUT REGARD TO ANY SPENDING, REVENUE-RAISING, OR OTHER LIMITATION CONTAINED WITHIN ARTICLE X, SECTION 20 OF THE COLORADO CONSTITUTION?

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CONSOLIDATED BELL MOUNTAIN RANCH METROPOLITAN DISTRICT TAXABLE CONVERTING TO TAX-EXEMPT LOAN, SERIES 2020

SCHEDULE OF EVENTS – AS OF JANUARY 10, 2020

January 2020 February 2020

S M T W T F S S M T W T F S

1 2 3 4 1

5 6 7 8 9 10 11 2 3 4 5 6 7 8

12 13 14 15 16 17 18 9 10 11 12 13 14 15

19 20 21 22 23 24 25 16 17 18 19 20 21 22

26 27 28 29 30 31 23 24 25 26 27 28 29

ACTIVITY DATE/TIME

District reviews term sheets & selects Lender January 7, 2020

Kickoff Transaction January 10, 2020

Rate Lock January 10, 2020

Draft loan documents distributed January 24, 2020

Working group comments due on loan documents January 28, 2020

Document Review & Diligence Call January 29, 2020

Resolution and Loan Documents sent to Board January 30, 2020

District Board meets to approve the loan resolution February 4, 2020

SLG Subscription and distribute final numbers February 5, 2020

Final Comments from working group February 14, 2020

Final loan documents distributed; draft closing documents distributed February 19, 2020

Pre-Closing February 20, 2020

Closing February 27, 2020

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