[Brownstein Hyatt Farber Schreck February 24,2017 Senor Foie Brecor ‘ne206-1000 imevaten@thiscom VIA E-MAIL difriednash@state.co.v,jackle.melmed@rtate.co.us VIA FIRST CLASS MAIL Governor Jahn Hkenlooner 126 State Capital Denver, CO 60203-1782 RE: Fee Agreement for Represenaton Governor Hickenlooper: ‘You have asked us, and we have agreed, subject to our fms cones of ineraet check, o act a policy ‘counsel or The Ofc af the Governor, Site of Colorado (the “Ofie in connection wih Feral Government and lobbying sxyices and other mats, he scope of whichis et forth in Exhibit A hereto, hich we egree lo underale. The purpose of hs Fee and Relenion Agreement (Agreement) isto anf te erm and sonsions othe fe representation of your terest, (ur oes are based on your agreement or he tne spent by our professionals in peroming series for You, Including telephone cal, conferences, ave, reeenrch and vestigaion, and preparing leer, Se, 2greements and cher documents. Services rendered pir fo your signing fs letra subject the terms of ltr, 1's anticipated that Micha! ration wil be the point parson for this account He willbe asisted by Joan Copan, Sara Marin, and Gra Martin of his fr, and by chor profesional working wih thom. Those India mayo Include” Norm Brownstein, are Leman, Ekzabeth Gore, Bin Wad, Zach Pte, Coto NeCenoss, or ary ofr BHFS mombar wih experise laid to ary sorvcos rendered under tis ‘Agreement. ‘This engagement begins on February 24,2017 and wil expe on February 24, 2018, The fee for series 16$17.500.00 per meh We bil for our services ona monthly basis. You agree to make payment wihin 30 days of your receipt of a satement, You illbe responsible for any agreed Upon travel costs ad cer agreed upon expences, You sha at al mes have te right to teinate ours series for ey reason, Including avai of funds. pon wellen nes. Dur im shal ala mes have the ght fo termina our receseriton of You {upon weten note, yu d> not payout fees, or wa Slarmine ial our conned representation of ou ‘would be unetueal or Papprprate, orf we have anther reasonabie bass for ermnation consistent with ‘ur prfessonal dues fo you os DennePage? You sso agree that the werk product four taf cluding noes, research, and documents which wo prepare, sho property of tne fm. Its our poly to estoy al lent fies (ncudng all eocuments and Materials therein, eight years afer we cose suchfles upon completion o each mati. This le estueton procedures aortic ané you wl nol ebsive further notce pir fo he destruction of those les. Accordingly, we advise yout malian you own fs rlatng to he matters which we are handing We are very pleased and privieged to work wit you. Occasions, we may provide Iss of representative ‘leis fo legal or one pubeatons and may use your company name in markebng material Unless You Inert us tothe convary, you hereby consent Wat such use fs acceptable. Please incieate your agreement tothe terms of hi altar by executing he enclosed copy and retuming to me, We appreciate the opportunity fo represent you, Sincerely, BROWNSTEIN HYATT FARBER SCHRECK, LLP wl secnaat Satton Server Poy Diecior ACCEPTED AND AGREED TO the 2th day of February, 2047: “The Ofce ofthe Governor, State of Colorado Governor John Hickenlooper cnseeanasose