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08-14-2013 Kayak Crossing multifamily housing projectCalvin T. Hanson Direct Dial Number: (303) 299 -8234 E -mail: chanson @shermanhoward.com Town of Avon Attention: Virginia Egger 400 Benchmark Road Avon, Colorado 81620 Dear Virginia: ATTORNEYS & COUNSELORS AT LAW 633 SEVENTEENTH STREET, SUITE 3000 DENVER, COLORADO 80202 TELEPHONE: (303) 297 -2900 FAX: (303) 298 -0940 W W W.SHERMANHOWARD.COM August 14, 2013 We are pleased to confirm our engagement as special counsel to the Town of Avon (the "Town ") in connection with the amendment of documents and other transactions related to the refinancing of EagleBend Dowd Affordable Housing Corporation's (the "Corporation ") Kayak Crossing multifamily housing project (the "Transaction "). We appreciate your confidence in us and will do our best to continue to merit it. This letter sets forth the role we propose to serve and the responsibilities we propose to assume in advising the Town in connection with the Transaction. Personnel. Calvin Hanson will be principally responsible for the work performed by Sherman & Howard L.L.C. in connection with this engagement and he will report to and take direction from you, in your capacity as Town Manager. Where appropriate, certain tasks may be performed by other attorneys or paralegals. At all times, however, Calvin Hanson will coordinate, review, and approve all work completed for the Town. Scope of Services. In connection with the Transaction, it will be our responsibility to consult with you concerning the Town's legal rights, responsibilities and obligations in connection with the Transaction, and pursuant to the Project Agreement dated as of July 1, 1998, between the Town and the Corporation, and any amendment thereto which may be necessary. In representing the Town in this matter, our services may include research, phone consultations, meetings, preparation of memoranda. Our services do not include attending any hearings or conducting litigation. Our services as special counsel are limited to those contracted for explicitly herein; and the City Manager's execution of this letter constitutes an acknowledgment of those limitations. Town of Avon August 14, 2013 Page 2 Attorney- Client Relationship. In performing our services as special counsel, the Town will be our client. We will represent the interests of the Town rather than the Town Council, the Council's individual members, or the Town's employees. Conflicts of Interest. Our firm sometimes represents, in other unrelated transactions, certain of the financial institutions that may be involved in this Transaction, such as underwriters, credit enhancers, and banks. We do not believe that any of these representations will materially limit or adversely affect our ability to represent the Town in connection with this financing, even though such representations may be characterized as adverse under the Colorado Rules of Professional Conduct (the "Rules "). In any event, during the term of our engagement hereunder, we will not accept a new representation of any of these parties in any matter in which the Town is an adverse party. However, pursuant to the Rules, we do ask that you consent to our representation of such parties in transactions that do not directly or indirectly involve the Town. Y Fee Arrangement. Based upon: (i) our current understanding of the terms, structure, size and schedule of the refinancing, (ii) the responsibilities we will undertake pursuant to this letter, (iii) the time we anticipate devoting to the refinancing, and (iv) the skill and experience required to complete the services properly, we estimate that our fee will be in the range of $5,000 to $15,000. Such fee may vary: (i) if material changes in the structure of the Transaction occurs, or (ii) if unusual or unforeseen circumstances arise which require a significant increase in our time or our responsibilities. If, at any time, we believe that circumstances require an adjustment of our original fee estimate, we will consult with you. In addition, this letter authorizes us to make disbursements on behalf of the Town. We will bill for such expenses at cost, including such items as photocopying, facsimile transmission charges, computer assisted research, deliveries and other miscellaneous expenses. We will submit a fee statement at the conclusion of our representation of the Town. Calvin Hanson's hourly rate is $490. It is possible that other attorneys and legal assistants will assist in certain aspects of our representation at a lower hourly rate. Our hourly rates are increased periodically, generally at year end. If the firm increases rates during this engagement, we will provide you written notice of those changes for the personnel working on this engagement and we will charge at the adjusted rates for work performed after the change. Such changes will be reflected on our invoices. The Corporation, as evidenced below, agrees to pay our fees and expenses. We do not believe that such fee arrangement will interfere with our independence of professional judgment or our attorney- client relationship with the Town. 1 Town of Avon August 14, 2013 Page 3 Document Retention. At or within a reasonable period after the conclusion of our representation hereunder, we will review the file to determine what materials should be retained as a record of our representation and those that are no longer needed. We will return any original documents obtained from you. We will retain for several years a copy of such materials as correspondence, final substantive work product, documents obtained from you, and documents obtained from third parties. We will not retain such materials as duplicates of the above- described material, or drafts and notes that do not appear needed any longer. Ordinarily the firm will keep the retained materials until seven years after the conclusion of our representation. At the end of that time, unless you advise us in writing to the contrary, we will destroy the bulk of the file. If the file is especially voluminous, we may destroy all or portions of it earlier, as our storage facilities are limited. If you prefer other arrangements for retention or disposition of our files in this matter, please advise us in writing. Termination of Engagement. Upon completion of the Transaction our services as outlined in this letter, our responsibilities as special counsel will terminate and our representation of the Town and the attorney - client relationship created by this engagement letter will be concluded. Should the Town seek other, additional legal services, we would be happy to discuss the nature and extent of our separate engagement at that time. Approval. If the foregoing terms of this engagement are acceptable to you, please so indicate by returning the duplicate original of this letter signed by you, retaining the other original for your files. We are pleased to have the opportunity to serve as your special counsel and look forward to a mutually satisfactory and beneficial relationship. if at any time you have questions concerning our work or our fees, we hope that you will contact us immediately. SHERMAN & HOWARD L.L.C. By: ' c i 1 Accepted and Approved: TOWN OF AVON, COLORADO By: Date: Town of Avon August 14, 2013 Page 4 EAGLEBEND DOWD AFFORDABLE HOUSING CORPORATION HEREBY AGREES TO THE TERMS OF THIS ENGAGEMENT, ACKNOWLEDGES THAT SHERMAN & HOWARD L.L.C. REPRESENTS ONLY THE TOWN AND NOT THE CORPORATION IN CONNECTION WITH THE BONDS, AND AGREES TO PAY THE FEES AND EXPENSES OF SHERMAN & HOWARD L.L.C. AS DESCRIBED ABOVE. EABLEBEND DOWD AFFORDABLE HOUSING COPRORATION Title: Date: CTH /j w Enclosure PUBFIN /1673588.1