WESTOWN METROPOLITAN DISTRICT 141 Union Boulevard, Suite 150

Lakewood, Colorado 80228-1898 Tel: 303-987-0835 800-741-3254

Fax: 303-987-2032 http://Westownmd.Colorado.gov/

NOTICE OF A SPECIAL MEETING AND AGENDA

Board of Directors: Office: Term/Expires: Cindy Baldwin President 2023/May 2023 Samantha Pearson Treasurer 2022/May 2022 Hunter Owen Secretary 2022/May 2022 Ashley Copenhaver Assistant Secretary 2023/May 2022 Rajeswary Iruthayanathan Assistant Secretary 2023/May 2022 DATE: February 24, 2021 TIME: 6:00 P.M. PLACE: DUE TO CONCERNS REGARDING THE SPREAD OF THE CORONAVIRUS

(COVID-19) AND THE BENEFITS TO THE CONTROL OF THE SPREAD OF THE VIRUS BY LIMITING IN-PERSON CONTACT, THIS DISTRICT BOARD MEETING WILL BE HELD ZOOM WITHOUT ANY INDIVIDUALS (NEITHER DISTRICT REPRESENTATIVES NOR THE GENERAL PUBLIC) ATTENDING IN PERSON. THE MEETING CAN BE JOINED THROUGH THE DIRECTIONS BELOW:

Join Zoom Meeting

https://us02web.zoom.us/j/88330444896?pwd=NmZaNWFQVUpOWXdRNnFvNUlwcW5vdz09 Meeting ID: 883 3044 4896

Passcode: 075072 Dial In -1-253-215-8782

I. ADMINISTRATIVE MATTERS

A. Present Disclosures of Potential Conflicts of Interest and confirm quorum.

B. Approve Agenda, confirm location of the meeting, and posting of meeting notice and

designate 24-Hour posting location.

C. Review and consider approval of Minutes from the November 10, 2020 Special

Meeting (enclosure).

Westown Metropolitan District February 24, 2021 Agenda Page 2

II. PUBLIC COMMENT

A.

III. FINANCIAL MATTERS

A. Review and ratify approval of the payment of claims represented by check nos. 1387

- ____, in the amount of $_____________ (to be distributed).

B. Review and accept unaudited financial statements and schedule of cash position for

the period ending December 31, 2020 (to be distributed).

IV. LEGAL MATTERS A. Review and consider adoption of Resolution No. 2021-02-01, Amended and Restated

Resolution Regarding Continuing Disclosure Policies and Procedures (enclosure).

B. Review and consider approval of Amended and Restated Disclosure to Purchasers (enclosure).

C. Discuss and consider approval of First Amendment to Master Service Agreement for District Engineering Services between the District and Independent District Engineering Services, LLC (“IDES”) regarding 2021 Rate Schedule (enclosure).

D. Discuss status of Cost Certification and Infrastructure Acquisition report by IDES, and related Assignment of Revocable License Agreement between the District and Park 5th Avenue Development Co., LLC (collectively, the “Acquisition Items”). 1. Convene in executive session pursuant to Sections 24-6-402(4)(a) and (b),

C.R.S. to receive legal advice related to the Acquisition Items (if necessary).

E. Discuss status of the lawsuit captioned as: Amanda Summers v. Westown

Metropolitan District, Case No. 2020cv31387, District Court, Jefferson County, Colorado (the “Summers Lawsuit”).

Westown Metropolitan District February 24, 2021 Agenda Page 3

1. Convene in executive session pursuant to Section 24-6-402(4)(b), C.R.S. to

receive legal advice related to the Summers Lawsuit (if necessary).

V. OPERATION AND MAINTENANCE MATTERS

A. Discuss preparation of Operations and Maintenance Map.

B. Update on status of light repair.

C. Discuss status of proposals for Pool Maintenance.

D. Discuss and consider approval of proposal for Work Order No. 58583 from Keesen

Landscape Management, Inc. for building 15526 drainage (enclosure).

VI. COVENANT ENFORCEMENT

A.

VII. OTHER BUSINESS

A.

VIII. ADJOURNMENT: THE NEXT REGULAR MEETING IS SCHEDULED FOR MAY 26, 2021.

RECORD OF PROCEEDINGS

pg. 1 11.10.20 Special Westown MD

MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF THE

WESTOWN METROPOLITAN DISTRICT (THE “DISTRICT”)

HELD NOVEMBER 10, 2020

A special meeting of the Board of Directors of the Westown Metropolitan District (referred to hereafter as the “Board”) was convened on Tuesday, November 10, 2020, at 6:00 p.m. at the offices of Special District Management Services, Inc., 141 Union Boulevard, Suite 150, Lakewood, Co 80228. Due to concerns regarding the spread of the coronavirus (COVID-19) and the benefits to the control of the spread of the virus by limiting in-person contact, this District Board Meeting was held with at least one person in attendance at the physical location and all others attending via teleconference on Zoom. __________

Directors in Attendance Were: Cindy Baldwin Samantha Pearson Hunter Owen Ashley Copenhaver Rajeswary Iruthayanathan Also, In Attendance Were: Peggy Ripko; Special District Management Services, Inc. (“SDMS”) (physically present at meeting location) Elisabeth A. Cortese, Esq.; McGeady Becher P.C. Diane Wheeler; Simmons & Wheeler, P.C. Kyle Thomas; D.A. Davidson & Co. Tiffany Leichman; Sherman & Howard L.L.C Jason Doucette, David Savoie, Richard Pugh, Ken & Donna Baker, Shirly Smith, Gary Esposito, Scott McCaslin, Christi Griffiths, Marlene Malott, Pam Benigno, and Nicky Copeland; Residents __________

DISCLOSURE OF POTENTIAL

Ms. Ripko noted a quorum was present and discussed the requirements of Colorado law to disclose any potential conflicts of interest or potential breaches of fiduciary

RECORD OF PROCEEDINGS

pg. 2 11.10.20 Special Westown MD

CONFLICTS OF INTEREST

duty of the Board of Directors to the Secretary of State. The members of the Board were requested to disclose any potential conflicts of interest with regard to any matters scheduled for discussion at this meeting.

ADMINISTRATIVE MATTERS

Agenda: Ms. Ripko distributed the Agenda for the District's special meeting. Following discussion, upon motion duly made by Director Owen, seconded by Director Baldwin and, upon vote, unanimously carried, the Board approved the Agenda, as amended. Approval of Meeting Location: The Board entered into a discussion regarding the requirements of Section 32-1-903(1), C.R.S., concerning the location of the District's Board meeting. Following discussion, upon motion duly made by Director Owen, seconded by Director Baldwin and, upon vote, unanimously carried, the Board noted that due to concerns regarding the spread of COVID-19 and the benefit to the control of the spread of the virus by limiting in-person contact, this District Board meeting was held by Zoom teleconference and encouraged public participation via zoom. At least one person was physically present at the meeting location noted on the posted agenda and notice, which location is within 20 miles of the District’s Boundaries. The Board further noted that notice of the meeting was duly posted and no objections to the telephonic manner of the meeting or any requests that the format of the meeting be changed were received prior to the meeting. Minutes: The Board reviewed the Minutes of the August 26, 2020, September 14, 2020 and October 5, 2020 Special Meetings. Following discussion, upon motion duly made by Director Owen, seconded by Director Baldwin and, upon vote, unanimously carried, the Board approved the Minutes of the August 26, 2020, September 14, 2020 and October 5, 2020 Special Meetings. Resolution No. 2020-11-01; Establishing 2021 Regular Meeting Dates, Time and Location and Designating Location for Posting of 24-Hour Notices: The Board discussed Resolution No. 2020-11-01; Establishing 2021 Regular Meeting Dates, Time and Location, and Designating Location for Posting of 24-Hour Notices. Following discussion, upon motion duly made by Director Baldwin, seconded by Director Pearson and, upon vote, unanimously carried, the Board adopted Resolution No. 2020-11-01; Establishing 2021 Regular Meeting Dates, Time and Location, and Designating Location for Posting of 24-Hour Notices and scheduled regular meetings on February 24, May 26, August 26, and November 17, 2021 at 6:00 p.m.

RECORD OF PROCEEDINGS

pg. 3 11.10.20 Special Westown MD

§32-1-809, C.R.S. (Transparency Notice) reporting requirements and mode of eligible elector notification for 2021: The Board discussed §32-1-809 reporting requirements and mode of eligible elector notification for 2021. Following discussion, the Board determined to post the required transparency notice information to the Special District Association's website and the District’s website. _________

FINANCIAL MATTERS

Resolution authorizing the incurrence of a loan by the District with BBVA Mortgage Corporation, in the aggregate principal amount of $6,700,000, plus original issue premium in the approximate amount of $550,070, for the purpose of refunding its existing general obligation indebtedness: Mr. Thomas and Ms. Leichman presented to the Board a Resolution authorizing the incurrence of a loan by the District with BBVA Mortgage Corporation, in the aggregate principal amount of $6,700,000, plus original issue premium in the approximate amount of $550,070, for the purpose of refunding its existing general obligation indebtedness. Following discussion, upon motion duly made by Director Owen, seconded by Director Copenhaver and, upon vote, unanimously carried, the Board adopted the Resolution authorizing the incurrence of a loan by the District with BBVA Mortgage Corporation, in the aggregate principal amount of $6,700,000, plus original issue premium in the approximate amount of $550,070, for the purpose of refunding its existing general obligation indebtedness and approved the Loan Agreement, as evidenced by a Promissory Note; and any other such documents, certificates and instruments in connection therewith; ratified acts previously taken concerning said loan; repealed all resolutions in conflict therewith; and authorized all other matters relating thereto. McGeady Becher P.C. Records Retention Policy: Attorney Cortese presented to the Board the update to the McGeady Becher P.C. Document Retention Policy. Following discussion, upon motion duly made by Director Baldwin, seconded by Director Copenhaver and, upon vote, unanimously carried, the Board approved the update and directed a copy of the approved updated McGeady Becher P.C. Document Retention Policy be attached to the Minutes for this meeting. Accordingly, a copy of the updated McGeady Becher P.C. Document Retention Policy is attached hereto and incorporated herein by reference. __________

FINANCIAL MATTERS

Claims: Ms. Wheeler discussed with the Board the payment of claims represented by check nos. 1352 – 1386, in the amount of $71,484.79.

RECORD OF PROCEEDINGS

pg. 4 11.10.20 Special Westown MD

Following discussion, upon motion duly made by Director Copenhaver, seconded by Director Baldwin and, upon vote, unanimously carried, the Board ratified approval of the payment of claims represented by check nos. 1352 – 1386, in the amount of $71,484.79. Unaudited Financial Statements and Schedule of Cash Position: Ms. Wheeler presented to the Board the Unaudited Financial Statements for the period ending September 30, 2020. Following discussion, upon motion duly made by Director Owen, seconded by Director Pearson and, upon vote, unanimously carried, the Board accepted the Unaudited Financial Statements for the period ending September 30, 2020. 2020 Audit: The Board reviewed the engagement letter from Crady, Puca & Associates to perform the 2020 Audit. Following discussion, upon motion duly made by Director Baldwin, seconded by Director Pearson and, upon vote, unanimously carried, the Board approved the engagement of Crady, Puca & Associates to prepare the 2020 Audit, for an amount not to exceed $4,800. Amendment to Resolution for the Imposition of Fees for the Centralized Provision of Trash Removal and Recycling Services: Attorney Cortese discussed with the Board the First Amendment to Resolution No. 2018-04-02, Amended and Restated Resolution for the Imposition of Fees for the Centralized Provision of Trash Removal and Recycling Services. She noted that the District has the option, but is not required, to increase the fees by 5% for the next five years. Following discussion, upon motion duly made by Director Baldwin, seconded by Director Iruthayanathan and, upon vote, unanimously carried, the Board adopted the First Amendment to Resolution No. 2018-04-02, Amended and Restated Resolution for the Imposition of Fees for the Centralized Provision of Trash Removal and Recycling Services. Amendment to the Amended and Restated Resolution Establishing Fees, Rates, and Charges for Potable Water Service: Attorney Cortese discussed with the Board the First Amendment to Resolution No. 2018-04-01, Amended and Restated Resolution Establishing Fees, Rates, and Charges for Potable Water Service. Following discussion, upon motion duly made by Director Baldwin, seconded by Director Iruthayanathan and, upon vote, unanimously carried, the Board adopted the First Amendment to Resolution No. 2018-04-01, Amended and Restated Resolution Establishing Fees, Rates, and Charges for Potable Water Service.

RECORD OF PROCEEDINGS

pg. 5 11.10.20 Special Westown MD

2020 Budget Amendment Hearing: The President opened the public hearing to consider the Resolution to Amend the 2020 Budget and discuss related issues. It was noted that a publication of Notice stating that the Board would consider adoption of a Resolution to Amend the 2020 Budget and the date, time and place of the public hearing was made in a newspaper having general circulation within the District. No written objections were received prior to this public hearing. There were no comments from the public in attendance and the public hearing was closed. Following review and discussion, upon motion duly made by Director Owen, seconded by Director Pearson and, upon vote, unanimously carried, the Board adopted Resolution No. 2020-11-02 to Amend the 2020 Budget. A copy of the adopted Resolution is attached hereto and incorporated herein by this reference. 2021 Budget Hearing: The Board opened the public hearing to consider the proposed 2021 Budget and discuss related issues. It was noted that Notice stating that the Board would consider adoption of the 2021 Budget and the date, time and place of the public hearing was published in a newspaper having general circulation within the District, in accordance with statutory requirements. No written objections were received prior to the public hearing. No public comments were received, and the public hearing was closed. Ms. Wheeler reviewed the estimated 2020 expenditures and the proposed 2021 expenditures with the Board. Following discussion, the Board considered the adoption of Resolution No. 2020-11-03; Resolution to Adopt the 2021 Budget and Appropriate Sums of Money and Resolution No. 2020-11-04; Resolution to Set Mill Levies (for the General Fund at 44.428 mills, the Debt Service Fund at 48.000 mills, for a total mill levy of 92.428 mills). Upon motion duly made by Director Baldwin, seconded by Director Copenhaver and, upon vote, unanimously carried, the Resolutions were adopted, as discussed, and execution of the Certification of Budget and Certification of Mill Levies was authorized, subject to receipt of final Certification of Assessed Valuation from the County on or before December 10, 2020. Ms. Ripko was authorized to transmit the Certification of Mill Levy to the Board of County Commissioners of Jefferson County, not later than December 15, 2020. Ms. Ripko was also authorized to transmit the Certification of Budget to the Division of Local Government not later than January 30, 2021. Copies of the adopted Resolutions are attached hereto and incorporated herein by this reference.

RECORD OF PROCEEDINGS

pg. 6 11.10.20 Special Westown MD

DLG-70 Mill Levy Certification Form: The Board considered authorizing the District Accountant to prepare and sign the DLG-70 Mill Levy Certification form for certification to the Board of County Commissioners and other interested parties. Following discussion, upon motion duly made by Director Copenhaver, seconded by Director Owen and, upon vote, unanimously carried, the Board authorized the District Accountant to prepare and sign the DLG-70 Mill Levy Certification form for certification to the Board of County Commissioners and other interested parties. Resolution Authorizing Adjustment of the District Mill Levy in Accordance with the Colorado Constitution, Article X, Section 3: The Board reviewed Resolution No. 2020-11-05, Resolution Authorizing Adjustment of the District Mill Levy in Accordance with the Colorado Constitution, Article X, Section 3. The Board determined that the Resolution was not needed. Preparation of 2022 Budget: The Board discussed appointment of the District Accountant to prepare 2022 Budget. Following discussion, upon motion duly made by Director Copenhaver, seconded by Director Pearson and, upon vote, unanimously carried, the Board appointed the District Accountant to prepare 2022 budget, and directed that the 2022 Draft Budget be the same as the 2021 Adopted Budget unless a Board Member provides input to otherwise adjust those assumptions. Bill.Com: The Board discussed Bill.com. Following discussion, upon motion duly made by Director Baldwin, seconded by Director Iruthayanathan and, upon vote, unanimously carried, the Board authorized staff to set up and use Bill.com for accounts payable. __________

OPERATION AND MAINTENANCE MATTERS

2021 Services: The Board discussed Pet Waste Services, Snow Removal, Landscape Maintenance, Pool Services and Trash Recycling Services. All contractors will remain the same with the exception of Pet Waste Services. Ms. Ripko will solicit additional proposals. __________

COVENANT ENFORCEMENT

Ms. Ripko reported that SDMS continues doing inspections and that there was nothing to discuss at this time. Ms. Ripko reported that the Fire Marshall said it is acceptable for the condo owners that have driveways to park in their driveways.

RECORD OF PROCEEDINGS

pg. 7 11.10.20 Special Westown MD

PUBLIC COMMENTS

Ms. Smith addressed the Board and wanted clarification of parking behind the condominium units. Ms. Smith thanked the Board and Consultants. Director Copenhaver discussed parking and dog waste signs. Mr. Esposito discussed is concern regarding the structural integrity of the retaining wall. __________

OTHER BUSINESS There was no other business for discussion at this time. __________

ADJOURNMENT There being no further business to come before the Board at this time, upon motion duly made, seconded and upon vote, unanimously carried, the meeting was adjourned.

Respectfully submitted,

By ______________________________ Secretary for the Meeting

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RESOLUTION NO. 2021-02-01

AMENDED AND RESTATED RESOLUTION OF THE BOARD OF DIRECTORS OF WESTOWN METROPOLITAN DISTRICT REGARDING CONTINUING

DISCLOSURE POLICIES AND PROCEDURES

A. The Westown Metropolitan District, City of Arvada, Jefferson County, Colorado (the “District”) has entered into the continuing disclosure undertaking(s) set forth in Exhibit A attached hereto (referred to collectively herein, whether one or more than one, the “Continuing Disclosure Undertaking”).

B. The Board of Directors of the District (the “Board”) desires to adopt policies and procedures in an effort to ensure compliance by the District with its obligations set forth in the Continuing Disclosure Undertaking (the “Continuing Disclosure Policy”).

C. The Board intends that this Continuing Disclosure Policy amend and restate Resolution No. 2018-04-03 Regarding Continuing Disclosure Policies and Procedures, as adopted by the Board on April 25, 2018 (the “Previous Disclosure Policy”).

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE WESTOWN METROPOLITAN DISTRICT, JEFFERSON COUNTY, COLORADO:

1. The Continuing Disclosure Policy, as hereby approved, adopted and made a part of the public records of the District, shall be to impose the procedures set forth in Exhibit B attached hereto (the “Compliance Procedures”).

2. The Board hereby delegates the tasks and responsibilities set forth in the Compliance Procedures to the responsible parties as set forth therein.

3. The Continuing Disclosure Policy is intended to amend and restate the Previous Disclosure Policy and is intended to supplement any procedures evidenced in writing by any Official Statement or continuing disclosure undertaking hereafter issued, entered into or executed and delivered by the District or on its behalf.

4. The Board may revise the Continuing Disclosure Policy from time to time as the Board deems necessary or desirable to comply with federal and state securities laws or otherwise as the Board may determine in its sole discretion.

5. Prior to the engagement of the responsible parties listed in the Compliance Procedure, and other consultants as may be applicable with respect to the Continuing Disclosure Undertaking, such responsible parties and consultants shall be required to review and comply with the Continuing Disclosure Policy, including, without limitation, the responsibilities set forth in the Compliance Procedures.

6. Within thirty (30) days, or earlier if necessary, of entering into any new continuing disclosure undertaking and/or with respect to any changes or modifications to the Continuing Disclosure Undertaking, the responsible parties and consultants shall meet with bond

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counsel and disclosure counsel to review the continuing disclosure compliance requirements and develop a process for compliance with respect to such new and/or changed continuing disclosure undertaking.

RESOLUTION APPROVED AND ADOPTED on February 24, 2021.

WESTOWN METROPOLITAN DISTRICT

By: President

Attest:

By: Secretary

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EXHIBIT A

Continuing Disclosure Undertaking

Section 5.08 of the Loan Agreement by and between Westown Metropolitan District (“District”) and BBVA Mortgage Corporation (“Lender”) pertaining to a Loan in the aggregate principal amount of $6,700,000, dated November 19, 2020.

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.

(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, commencing October 1, 2021, the District shall furnish to the Lender audited financial statements of the District for the prior Fiscal Year 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, unless extended or modified by the County or State, commencing October 1, 2021, 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;

(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,

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development updates, 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 of Colorado, 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 Internal Revenue Code.

(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.

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EXHIBIT B

Compliance Procedure

Loan Agreement by and between Westown Metropolitan District (“District”) and BBVA Mortgage Corporation (“Lender”) pertaining to a Loan in the aggregate principal amount of

$6,700,000, as evidenced by a Promissory Note in the amount $6,700,000

Subject to SEC Rule 15c2-12: NO FINANCIAL DISCLOSURES

Document to Bank (Due Date) Required Documentation Prepared/Submitted By: Audited Financial Statements

Due October 1 Then-current accountant (“Accountant”) will submit to Lender the audited financial statements of the District for the prior Fiscal Year by October 1 of each year.

Annual Budget/Mill Levy Certificate Due February 1

Accountant will submit to Lender the annual budget, 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 by February 1 of each Fiscal year, and any amendments thereto as soon as available.

Preliminary Certified “Actual Value” and Assessed Valuation

Due October 1

Accountant will submit to Lender, unless extended or modified by the County or the State, a certification of valuation containing the preliminary certified actual value and assessed valuation of the District no later than October 1.

Final Certified Assessed Valuation Due February 1

Accountant will submit to Lender a certification of valuation containing the final certified actual valuation and assessed valuation of the District no later than February 1.

Procedure:

1. Accountant will prepare and submit the respective documents to the Lender by the applicable submittal date.

2. Accountant will copy then-current general counsel (“General Counsel”) and then-current District manager (“District Manager”) on all submittals the Lender.

NOTICE OF EVENT OF DEFAULT Reporting / Submittal Deadlines Responsible Party to Report

Event of Default Party Responsible to

Notify Bank and Custodian of Event of

Default The District will immediately notify the Lender in writing when the District obtains knowledge of the occurrence of any Default or Event of Default.

Accountant, General Counsel, District Manager, or anyone who has actual knowledge of a Default or Event of Default.

Accountant

DRAFT McGEADY BECHER P.C.

December 15, 2020

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AMENDED AND RESTATED SPECIAL DISTRICT PUBLIC DISCLOSURE DOCUMENT

DISCLOSURE TO PURCHASERS

WESTOWN METROPOLITAN DISTRICT (FORMERLY KNOWN AS HOMETOWN METROPOLITAN DISTRICT NO. 1)

Westown Metropolitan District (formerly known as Hometown Metropolitan District No. 1) (the “District”) recorded its Special District Public Disclosure Document Disclosure to Purchasers on February 17, 2017, in the real property records of Jefferson County at Reception Number 2017018857 (the “Public Disclosure Document”).

The District desires to amend and restate the Public Disclosure Document to provide property owners with updated general information regarding the District and its operations. This Amended and Restated Special District Public Disclosure Document Disclosure to Purchasers (the “Amended and Restated Public Disclosure Document”) is intended to provide an overview of pertinent information related to the District and does not purport to be comprehensive or definitive. You are encouraged to independently confirm the accuracy and completeness of all statements contained herein.

This Amended and Restated Public Disclosure Document is intended to amend and restate the Public Disclosure Document in its entirety.

DISTRICT’S POWERS

The powers of the District as authorized by Section 32-1-1004, C.R.S. and under its Second Amended and Restated Service Plan, as approved by the City Council of the City of Arvada (the “City”) on May 15, 2017 (the “Service Plan”), are to plan for, design, finance, acquire, construct, install, relocate, and/or redevelop certain public improvements, including, but not limited to, streets, safety protection, water, sewer, storm drainage, park and recreation improvements, and covenant enforcement and design review services to the District.

DISTRICT’S SERVICE PLAN

The District’s Service Plan, which can be amended from time to time, includes a description of the District’s powers and authority. A copy of the District’s Service Plan is available from the Division of Local Government in the State Department of Local Affairs (the “Division”) or by contacting the District Manager, Special District Management Services, Inc., 141 Union Boulevard, Suite 150, Lakewood, Colorado 80228; (303) 987-0835.

The District is authorized by Title 32 of the Colorado Revised Statutes to use a number of methods to raise revenues for capital needs and general operations costs. These methods, subject to the limitations imposed by Section 20 of Article X of the Colorado Constitution (“TABOR”), include issuing debt, levying taxes, and imposing fees and charges. Information concerning District directors, management, meetings, elections, and current taxes are provided annually in the Notice to Electors described in Section 32-1-809(1), C.R.S., which can be found at the office of General Counsel for the District, on file at the Division, or on file at the office of the Clerk and Recorder of Jefferson County.

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DISTRICT BOARD OF DIRECTORS

The District is governed by a five-member Board of Directors, who must be qualified as eligible electors of the District. The Board’s regular meeting dates may be obtained from the District Manager, Special District Management Services, Inc., 141 Union Boulevard, Suite 150, Lakewood, Colorado 80228; (303) 987-0835.

DEBT AUTHORIZATION

Pursuant to its Service Plan, the District has authority to issue up to Six Million Seven Hundred Thousand Dollars ($6,700,000) of debt to provide and pay for public infrastructure improvement costs.

Any debt issued by the District will be repaid through ad valorem property taxes, from a District imposed debt service mill levy on all taxable property of the District, together with any other legally available revenues of the District.

On November 19, 2020, the District and BBVA Mortgage Corporation (“Lender”) entered into a Loan Agreement (“Loan Agreement”) pertaining to a loan in the aggregate principal amount of Six Million Seven Hundred Thousand Dollars $6,700,000 (the “Loan”), as such Loan is evidenced by a promissory note from the District, as maker, to the Lender, as payee. The proceeds of the Loan were used to refinance previously outstanding debt of the District in order to reduce interest costs and effect other economies. The Loan matures on December 1, 2035 (the “Maturity Date”). Principal payments on the Loan are due December 1 of each year, commencing December 1, 2021, including the Maturity Date. Interest payments on the Loan are due June 1 and December 1 of each year, commencing June 1, 2021, and the Maturity Date, and to the extent the District fails to pay the full amount due on the Maturity Date, each June 1 and December 1 thereafter until Loan has been fully paid.

TAXES AND FEES IMPOSED ON PROPERTIES WITHIN THE DISTRICT

Ad Valorem Property Taxes

The District’s primary source of revenue is from property taxes imposed on property within the District. Along with other taxing entities, the District certifies a mill levy by December 15th of each year which determines the taxes paid by each property owner in the following year. The District imposed a total combined Mill Levy of 92.428 mills for tax collection year 2021 (as described below). The District is only one of several taxing jurisdictions that impose mill levies on the property within the boundaries of the District, as described in the “Overlapping Mill Levy” section below.

Debt Service Mill Levy

If the total amount of aggregate Debt (as defined in the Service Plan ) exceeds fifty percent (50%) of the District’s assessed valuation, the maximum debt service mill levy the District is permitted to impose under the Service Plan (“Debt Mill Levy Cap”) upon the taxable property within the District is fifty (50) mills. The Debt Mill Levy Cap may be adjusted due to changes in the statutory or constitutional method of assessing property tax or in the assessment ratio occurring after January 1, 2004 (the “Gallagher Adjustment”). The purpose of such adjustment is to assure,

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to the extent possible, that the actual tax revenues generated by the mill levy are neither decreased nor increased, as shown in the example below.

As a result of the Gallagher Adjustment, the Debt Mill Levy Cap for collection year 2021 is 55.664 mills. The District imposed a debt service mill levy of 48.000 mills for collection year 2021, which is within the Debt Mill Levy Cap.

Operations Mill Levy

In addition to imposing a debt service mill levy, the District is also authorized by the Service Plan to impose a separate mill levy to generate revenues for the provision of administrative, operations and maintenance services (the “Operations and Maintenance Mill Levy”). The amount of the Operations and Maintenance Mill Levy may be increased as necessary, subject to the restrictions in the Loan Agreement, separate and apart from the Debt Mill Levy Cap.

The District operates in place of an owners association for the townhome units, and in conjunction with the Condominium HOA (defined below) to pay for the costs associated with covenant enforcement and design review services, as well as providing for the operation and maintenance of the swimming pool and the maintenance of the landscaping of certain street improvements, with the imposition of the Operations and Maintenance Mill Levy, which was imposed at 44.428 mills for tax collection year 2021. The District’s ability to increase its mill levy for provision of operation and maintenance services without an election is constrained by statutory and constitutional limits.

In addition, each townhome unit located within the District will be subject to an additional fee of approximately Four Hundred Eighty Dollars ($480) per year per townhome for potable water and One Hundred Sixty-Eight Dollars ($168) per year per townhome for trash and recycling service. These fees are subject to amendment by the District Board of Directors from time to time. Each condominium unit located in the District will be subject to an additional fee to be determined by the Westown Condominium Association, Inc. (the “Condominium HOA”).

There are several benefits to the use of a metropolitan district as opposed to, or in cooperation with, an owners’ association, including, but not limited to the following:

(a) Cost Efficiency. Metropolitan districts fund their operations from revenues generated from real property taxes while homeowner’s associations assess dues and collect them from property owners. A metropolitan district can, therefore, operate more efficiently than an owners’ association as the collection of taxes is significantly more effective than separately billing individual homeowners, and dealing with the collection efforts.

(b) Tax Deduction. Taxes paid to a metropolitan district are deductible from income taxes, in general, while owners association dues are generally not.

(c) Homeowner Savings. Out of pocket expenses for the homeowner are generally significantly less when paid through ad valorem tax as opposed to owners’ association dues.

(d) Transparency. A metropolitan district is subject to various regulatory requirements that an owners’ association is not, such as annual reporting of budgets and audited

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financials; annual audits, or audit exemptions, are required, not just recommended as with an owners’ association.

THE FOLLOWING EXAMPLE IS PROVIDED SOLELY FOR THE PURPOSE OF ILLUSTRATION AND IS NOT TO BE INTERPRETED AS A REPRESENTATION OF ANY ACTUAL CURRENT OR FUTURE VALUE INCLUDING, BUT

NOT LIMITED TO, ANY ACTUAL VALUE, ASSESSMENT RATIO, OR MILL LEVY.

District Property Tax Calculation Example-Reduction in Residential Assessment Ratio

Tax Collection Year

Actual Value

(V)

Assessment Ratio (R)

Assessed Value (AV)

[V x R = AV]

Mill Levy1/Rate2

(M) Amount of District Tax Due

[AV x M]

(a) 2017 $300,000 7.96% $23,880 83.023/1000 = .083023

$1,983

(b) 2021 $300,000 7.15% $21,450 92.428/1000= .092428

$1,983

1 Based on a projected mill levy, not a representation of any actual current or future mill levy 2 Each mill is equal to 1/1000th of a dollar

(a) In 2017 the Residential Assessment Ratio, as established by the State Legislature, was 7.96%. If in 2017 the Actual Value of the Property was $300,000, the Assessed Value of the Property would total $23,880 (i.e., $300,000 x 7.96% = $23,880). If the District certified a combined debt and operations mill levy of 83.023 mills, it would have generated approximately $1,983 in revenue for the District.

(b) In 2021 the Residential Assessment Ratio, as established by the State Legislature, is 7.15%. If the Actual Value of the Property remains at $300,000, the Assessed Value would be $21,450 (i.e., $300,000 x 7.15% = $21,450). Therefore, the District needs to certify a combined debt and operations mill levy of 92.428 mills in order to generate the same revenue as in the 2017 example described above.

Overlapping Mill Levies

In addition to the District’s imposed mill levies for debt and operations as described above, the property located within the District is also subject to additional “overlapping” mill levies from additional taxing authorities. The overlapping mill levy for tax collection year 2020 for the property within the District, exclusive of the District’s imposed mill levies, was 95.198 mills. Mill levies are certified in December of each year, and generally published by the County by the end of the first quarter. Therefore, we are unable to provide more detailed information on the anticipated overlapping mill levy for collection year 2021 at this time. The breakdown of the overlapping mill levies for collection year 2020 is as follows:

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Taxing Authority Levy Jefferson County (2020) 23.332 Jefferson County School District R-1 (2020) 47.075 City of Arvada (2020) 4.310 Arvada Fire District (2020) 14.925 Apex Park & Recreation District (2020) 4.559 Regional Transportation District (2020) 0.000 Urban Drainage & Flood Cont. Dist. (2020) 0.900 Urban Drainage & Flood C So Plat (2020) 0.097 TOTAL OVERLAPPING MILL LEVY EXCLUSIVE OF DISTRICT MILL LEVY

95.198

Overlapping Mill Levy Property Tax Calculation Example

Tax Collection Year

Actual Value

(V)

Assessment Ratio (R)

Assessed Value (AV)

[V x R = AV]

Mill Levy1/Rate2

(M)

Amount of Total Property Tax Due

[AV x M]

(a) 2020 $300,000 7.15% $21,450 95.198/1000= .095198

$2,042

1 Based on a projected mill levy, not a representation of any actual current or future mill levy 2 Each mill is equal to 1/1000th of a dollar

THE ABOVE EXAMPLE IS PROVIDED SOLELY FOR THE PURPOSE OF ILLUSTRATION AND IS NOT TO BE INTERPRETED AS A REPRESENTATION OF ANY ACTUAL CURRENT OR FUTURE VALUE INCLUDING, BUT

NOT LIMITED TO, ANY ACTUAL VALUE, ASSESSMENT RATIO, OR MILL LEVY.

Fees

In addition to property taxes, the District may also rely upon various other revenue sources authorized by law to offset the expenses of capital construction and district management, operations and maintenance. Pursuant to its Service Plan, the District has the power to assess fees, rates, tolls, penalties, or charges as provided in Title 32 of the Colorado Revised Statutes, as amended.

The District approximates additional fees for calendar year 2021 of $648.00 per year/per townhome unit to cover the costs associated with potable water and trash/recycling collection. These fees can be amended by Resolution of the District Board of Directors from time to time. Each condominium unit will be subject to additional fees to be determined by the Condominium HOA.

DISTRICT BOUNDARIES

This Disclosure shall apply to the property within the boundaries of the District, which property is described on Exhibit A and Exhibit B, both attached hereto and incorporated herein by this reference.

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CONTACT INFORMATION

Should you have any questions with regard to these matters, please contact:

District Manager: Special District Management Services, Inc. 141 Union Boulevard, Suite 150 Lakewood, Colorado 80228 Phone: 303-987-0835

Dated this ____ day of ____________, 202_.

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EXHIBIT A

District Map

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EXHIBIT B

Legal Description

A parcel of land situated in the Southeast Quarter of Section 1, Township 3 South, Range 70 West of the 6th Principal Meridian, City of Arvada, County of Jefferson, State of Colorado, more particularly defined as follows: Commencing at the South Quarter corner of said Section 1; Thence South 89°07’47” East along the southerly line of said section a distance of 56.41 feet; Thence North 00°52’13” East a distance of 64.00 feet to the easterly right-of-way line of McIntyre Street as shown on Hometown South Subdivision Final Plat as recorded under Reception Number 2007023476 in the Jefferson County Clerk and Recorder’s Office and THE POINT OF BEGINNING: Thence along the easterly right-of-way line of McIntyre Street the following seven (7) courses; 1. along the arc of a curve to the right having a central angle of 89°01’42”, a radius of 25.00 feet, and

an arc length of 38.85 feet (chord bears North 44°36’56” West, 35.05 feet); 2. North 00°06’05” West a distance of 135.21 feet; 3. North 05°28’52” West a distance of 121.65 feet; 4. North 00°14’24” West a distance of 184.45 feet; 5. North 00°15’27” West a distance of 634.08 feet; 6. along the arc of a curve to the right having a central angle of 24°00’26”, a radius of 300.00 feet, and

an arc length of 125.70 feet (chord bears North 11°44’46” East, 124.78 feet); 7. along the arc of a curve to the right having a central angle of 3°11’01”, a radius of 299.81 feet, and

an arc length of 16.66 feet (chord bears North 25°20’40” East, 16.66 feet); to the southerly right of way line of the Farmers Highline Canal as recorded in Book 85 at Page 245 in said county records;

Thence along said southerly right of way line the following nine (9) courses; 1. South 43°36’06” East a distance of 385.48 feet to a point of curvature; 2. along the arc of a curve to the left having a central angle of 24°30’13”, a radius of 322.35 feet, and

an arc length of 137.86 feet (chord bears South 55°51'13" East, 136.81 feet); 3. South 68°06’19” East a distance of 426.40 feet to a point of curvature; 4. along the arc of a curve to the right having a central angle of 21°36’49”, a radius of 261.95 feet, and

an arc length of 98.82 feet (chord bears South 57°17’55” East, 98.23 feet); 5. South 46°29’34” East a distance of 156.45 feet to a point of curvature; 6. along the arc of a curve to the right having a central angle of 21°40’01”, a radius of 198.57 feet, and

an arc length of 75.09 feet (chord bears South 35°39’34” East, 74.64 feet); 7. South 24°49’33” East a distance of 289.36 feet to a point of curvature; 8. along the arc of a curve to the left having a central angle of 23°53’48”, a radius of 250.23 feet, and

an arc length of 104.36 feet (chord bears South 36°46’27” East, 103.61 feet); 9. South 48°43’21” East a distance of 27.79 feet to the westerly right of way line of Kendrick Street as

shown on said Hometown South Subdivision Final Plat; Thence along said westerly right of way line the following three (3) courses; 10. South 09°16’18” West a distance of 18.91 feet; 11. South 00°05’43” East a distance of 110.96 feet; 12. along the arc of a curve to the right having a central angle of 90°57’56”, a radius of 25.00 feet, and

an arc length of 39.69 feet (chord bears South 45°23’15” West, 35.65 feet) to the northerly right of way line of West 64th Avenue as shown on said Hometown South Subdivision Final Plat;

Thence North 89°07’47” West along said northerly right of way a distance of 1,183.09 feet to the POINT OF BEGINNING. Containing 967,056 square feet, 22.201 acres, more or less.

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FIRST AMENDMENT TO MASTER SERVICE AGREEMENT FOR DISTRICT ENGINEERING SERVICES

THIS FIRST AMENDMENT TO MASTER SERVICE AGREEMENT FOR DISTRICT ENGINEERING SERVICES (“First Amendment”) is entered into and effective as of February 24, 2021, by and between WESTOWN METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado (the “District”), and INDEPENDENT DISTRICT ENGINEERING SERVICES, LLC, a Colorado limited liability company (the “Consultant”) (each a “Party” and, collectively, the “Parties”).

RECITALS

A. The Parties entered into that certain Master Service Agreement for District Engineering Services dated and effective April 23, 2019, whereby Consultant agreed to provide independent professional engineering services for the District as specified in Exhibit A attached thereto (the “Agreement”).

B. The Parties desire to enter into this First Amendment to update the Fee Schedule/Contract Price attached as Exhibit D to the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

II. TASK ORDERS; COMPENSATION

1. Defined Terms. All terms which are not defined herein shall have the same meaning as set forth in the Agreement.

2. Amendment to Exhibit D. Exhibit D as attached to the Agreement is hereby deleted in its entirety and replaced with Exhibit D attached hereto and incorporated herein.

3. Full Force and Effect. Except as expressly set forth in this First Amendment, all provisions of the Agreement remain unchanged and in full force and effect, valid and binding on the parties thereto.

4. Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same document.

[SIGNATURE PAGE FOLLOWS]

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[SIGNATURE PAGE TO FIRST AMENDMENT TO MASTER SERVICE AGREEMENT FOR DISTRICT ENGINEERING SERVICES]

IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the day and year first above written.

Consultant: INDEPENDENT DISTRICT ENGINEERING SERVICES, LLC By: Its:

STATE OF COLORADO ) ) ss. COUNTY OF ___________ )

The foregoing instrument was acknowledged before me this ____ day of ___________,

2021, by _______________________ as _______________________ of Independent District Engineering Services, LLC.

Witness my hand and official seal.

My commission expires: Notary Public

District: WESTOWN METROPOLITAN DISTRICT By: President

STATE OF COLORADO ) ) ss. COUNTY OF ___________ )

The foregoing instrument was acknowledged before me this ___ day of _____________,

2021, by Cindy Baldwin, as President of Westown Metropolitan District.

Witness my hand and official seal.

My commission expires: Notary Public

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EXHIBIT D

Fee Schedule/Contract Price

Compensation under this Agreement shall be based on the below Fee Schedule and the Contract Price shall equal the sum total of all Task Orders issued pursuant to the terms of this Agreement.

Billing Rates: The following Billing Rates shall apply for the Task Order:

Office Administrator $ 90.00 per hour Project Administrator $ 115.00 per hour Technical Specialist $ 138.00 per hour Project Engineer $ 138.00 per hour Professional Engineer $ 146.00 per hour District Engineer $ 150.00 per hour Reimbursable Expenses: Mileage IRS Rate + 10% Plan Copies, outside copies, other items at cost + 10%