Mello-Roos Community Facilities District Rate and Method of Apportionment Proposed Amendment December 13, 2013

 Mello-Roos Community Facilities District formed in 1998 to fund $6.2M in improvements to Wastewater Treatment Plant.  essentially a “prepaid” connection fee for specific areas of Kirkwood.  At the time the bond was approved there were a few large parcels comprising of both ski and development acreage. Planned to redo boundaries once Specific Plan approved, never accomplished  Vail condition of purchasing Kirkwood was to remove the encumbrance from “ski” land (where there is no plan for development or wastewater connection)

 KMPUD Board agreed to work on this subject to:  No other CFD members, besides KCP and Vail, being adversely impacted.  That the District is financially secure with this change  That KCP provide proper Indemnification to protect the District from future suits  District not exposed to out of pocket costs  All outstanding KCP receivables paid in full  District consulting team:  Dick Shanahan (general counsel), David Fama (bond counsel) and Victor Irzyk (bond administrator).

 Methodology changed from an acreage based allocation to a residential dwelling unit allocation:  Better alignment with rationale of CFD (prepaid tap fee)  Acreage replaced with undeveloped parcels  Improved collateral position for bondholders (assessment levy “matched” to parcel value)  Ties into Specific Plan  Developable units tied to parcels but can be moved  “Backup tax” concept applies in the event of large default  KCP / future development shoulders this risk, consistent with the prior structure

* Based on KCP development plans as of December 3, 2013

 Cross-Collateralize all undeveloped KCP property  Delinquency on any single property puts all property in default  Cash Collateral  Two years of incremental assessments on all undeveloped (relative to today): $472K. Collateral released upon CO  Full Indemnification, based on security of cash collateral

 How the Cash Collateral of $472K was Arrived at:  Total Undeveloped Liability (KCP and Vail) = $283,370  Less Current KCP Liability = $47,010  Multiplied by Two (Based on the 18 month period it takes to foreclose on a delinquent property)  Equals $472,720, Cash Collateral

 Opportunity to modernize / update RMA to current best practice  Alignment of assessment with original intent  Within authority of existing CFD documents and specifically envisioned during zoning changes (2003)  Fairness and Materiality Considerations  No impact to existing owners in the CFD  Reduced or mitigated risks to bondholders and the District  Conservative credit enhancements