NOTICE AND AGENDA REGULAR TOWN COUNCIL MEETING TOWN OF CAVE CREEK, ARIZONA MONDAY, JUNE 4, 2012

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1 Americans with Disabilities Act Notification: In accordance with the Americans with Disabilities Act (ADA) and Section 504 of the Rehabilitation Act of 1973 (Section 504), the Town of Cave Creek does not discriminate on the basis of disability in the admission of or access to, or treatment or employment in, its programs, activities, or services. For information regarding rights and provisions of the ADA or Section 504, or to request reasonable accommodations for participation in Town programs, activities, or services contact the Town Clerk, N. Cave Creek Rd., Cave Creek, AZ 85331; (480) NOTICE AND AGENDA REGULAR TOWN COUNCIL MEETING TOWN OF CAVE CREEK, ARIZONA MONDAY, JUNE 4, 2012 CALL TO ORDER 7:00 P.M. Vincent Francia, Mayor, N. Cave Creek Road, Cave Creek, AZ. ROLL CALL Mayor Vincent Francia, Vice-Mayor Ernie Bunch, Council Members Shelley Anderson, Jim Bruce, Dick Esser, Steven LaMar, Thomas McGuire. Page PLEDGE OF ALLEGIANCE PUBLIC ANNOUNCEMENTS CALL TO THE PUBLIC PRESENTATIONS 1. Diane Vaszily and Jeff Miller of the Desert Awareness Committee of the Foothills Community Foundation will make a presentation to the Mayor and Council regarding the function and activities of their Committee. REPORTS ACTION ITEMS: A. CONSENT AGENDA Page 1 of 49

2 Page A. CONSENT AGENDA 1. Cancellation of the July 2, 2012 Regular Town Council Meeting. Council Action Needed: Motion to approve the Consent Agenda. B. GENERAL AGENDA ITEMS COUNCIL DISCUSSION AND SECOND READING OF ORDINANCE O , INCORPORATING AND CODIFYING RESOLUTION R AS IT RELATES TO THE FEE SCHEDULE FOR DEVELOPMENT FEES Placed on the Agenda by the Town Attorney, Town of Cave Creek. Public Comment 9-13 Council Action Needed: Motion to give Second Reading of Ordinance O , an Ordinance of the Mayor and Town Council of the Town of Cave Creek, Maricopa County, Arizona, incorporating and codifying Resolution No. R as it relates to the fee schedule for development fees. 2. COUNCIL DISCUSSION AND APPROVAL OF AN ESTOPPEL CERTIFICATE, CONSENT AND AGREEMENT BETWEEN THE TOWN OF CAVE CREEK, ALLRED CAPITAL, LLLP AND ALLIANCE BANK OF ARIZONA. Placed on the Agenda by the Utilities Department and the Town Attorney, Town of Cave Creek. This is an agreement between the Town, Rancho Manana Golf Course and their loan lender regarding the water service agreement we have with the golf course and what happens to that agreement if Rancho Manana Golf Course defaults on their loan. Public Comment Council Action Needed: Motion to approve the Estoppel Certificate, Consent and Agreement between the Town of Cave Creek, Allred Capital, LLLP and Alliance Bank of Arizona. Page 2 of 49

3 Page B. GENERAL AGENDA ITEMS 3. COUNCIL DISCUSSION AND APPROVAL OF RESOLUTION R CANVASSING THE RESULTS OF THE SPECIAL ELECTION HELD ON MAY 15, Placed on the Agenda by the Town Clerk, Town of Cave Creek. Public Comment Council Action Needed: Motion to approve Resolution R , a Resolution of the Mayor and Town Council of the Town of Cave Creek, Maricopa County, Arizona, setting forth the official returns and approving the official canvass of the Special Election held on May 15, PUBLIC HEARING AND ADOPTION OF THE FISCAL tentative budget caps the total expenditures of the Fiscal Year budget. Following the approval of the Tentative Budget, expenditures can be moved within the budget or lowered, but the overall total expenditures cannot be increased.) Placed on the Agenda by the Finance Department, Town of Cave Creek. Public Hearing Council Action Needed: Motion to adopt the Tentative Budget for Fiscal Year SUMMARY OF CURRENT EVENTS BY MAYOR. ADJOURNMENT POSTED THIS day of May, 2012 BY: Carrie A. Dyrek, Town Clerk Page 3 of 49

4 ORDINANCE NO. O AN ORDINANCE OF THE MAYOR AND TOWN COUNCIL OF THE TOWN OF CAVE CREEK, MARICOPA COUNTY, ARIZONA, INCORPORATING AND CODIFYING RESOLUTION NO. R AS IT RELATES TO THE FEE SCHEDULE FOR DEVELOPMENT FEES WHEREAS, the Town Code Title XV, Land Usage, Chapter 151 Building Regulation provides for a fee schedule for development fees; and WHEREAS, the Town Council adopted on December 19, 2011, Resolution No. R which provided an administrative change to amend the fee schedule to eliminate development fees related to public services for which development fees could no longer be assessed pursuant to A.R.S ; and WHEREAS, the Town is in the process of updating its Town Code to include changes in the law and to incorporate the administrative changes previously adopted by the Town Council; NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND TOWN COUNCIL OF THE TOWN OF CAVE CREEK, ARIZONA, AS FOLLOWS: Section 1 That Resolution No. R as it relates to the fee schedule for development fees be incorporated into Title XV, Land Usage, Chapter 151 in its entirety. See Exhibit A Section 2 That this Ordinance will become effective thirty (30) days after its adoption. PASSED AND ADOPTED by the Mayor and Town Council of the Town of Cave Creek, this day of, Vincent Francia, Mayor ATTEST: Carrie Dyrek, Town Clerk APPROVED AS TO FORM: Marlene A. Pontrelli, Town Attorney B1. COUNCIL DISCUSSION AND SECOND READING OF ORDINANCE O , INCORPORATING AND Page 4 of 49

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9 ESTOPPEL CERTIFICATE, CONSENT AND AGREEMENT (Town of Cave Creek) THIS ESTOPPEL CERTIFICATE, CONSENT AND AGREEMENT (the Agreement ) is entered into as of May 18, 2012, by and between ALLRED CAPITAL, LLLP, an Arizona limited liability limited partnership ( Borrower ), the TOWN OF CAVE CREEK, an Arizona municipal corporation ( Town ), and ALLIANCE BANK OF ARIZONA, a division of Western Alliance Bank, an Arizona corporation ( Lender ). RECITALS A. The Town and Borrower have entered into that certain Amended and Restated Agreement for Effluent Reuse and Water Supply for the Rancho Manana Golf Course dated July 22, 2009, (the Water Agreement ). B. Pursuant to the terms of that certain Term Loan Agreement, dated as of March 29, 2012, by Lender and Borrower (the Loan Agreement ), Lender agreed to loan to Borrower the principal sum of Six Million Six Hundred Seventy-Two Thousand Five Hundred and No/100 Dollars ($6,672,500.00) for the purposes specified therein ( Loan ). The Loan is evidenced by the Promissory Note, dated as of March 29, 2012, in the principal amount of the Loan executed by Borrower and payable to the order of the Lender (the Note ). C. Borrower, as trustor, has executed for the benefit of Lender, as beneficiary, one of more deeds of trust (collectively, the Deed of Trust ), encumbering the real property described therein (the Real Property ). Pursuant to the Deed of Trust, Borrower has collaterally assigned its interest in the Water Agreement to Lender as security for the Loan (the Assignment ). D. Borrower and Lender have requested that the Town execute and deliver this Agreement. AGREEMENTS 1. Borrower certifies that: (i) the Water Agreement is, as of the date hereof, in full force and effect; (ii) the Water Agreement contains the entire agreement of Town and Borrower with respect to the water agreements affecting the Real Property; and (iii) there are no amendments, modifications or supplements thereto, except as described herein. The Town certifies that, to the current actual knowledge of the Town and based on Borrower s representations and certifications immediately above, the Water Agreement, as of the date hereof: (1) is in full force and effect; (2) contains the entire agreement of Town and Borrower with respect to the water agreements affecting the Real Property, subject to the Town s other ordinances and rules governing water and sewer services; and (3) has not been amended, modified or supplemented, except as described herein. When used herein, the phrase current actual knowledge of the Town (or variants thereof) shall mean and refer to the current actual cognitive awareness of the Town Manager, without the Manager having reviewed files, and specifically negating the concepts of constructive, implied or imputed knowledge. 1 B2. COUNCIL DISCUSSION AND APPROVAL OF AN ESTOPPEL CERTIFICATE, CONSENT AND AGREEMENT Page 9 of 49

10 2. Certifications Regarding Water Agreement: (a) The Town certifies that, as of the date hereof, neither the Town nor Borrower has given written notice to the other that such counter-party is in material default under the Water Agreement, which remains uncured. Borrower certifies that, to Borrower s knowledge, no event has occurred and no condition exists that, after notice or lapse of time, or both, would constitute a default by either the Town or Borrower under the terms of the Water Agreement. (b) As of the date hereof, the Town has not given written notice to Borrower of any claim presently existing in favor of the Town against Borrower arising out of or related to the Water Agreement. (c) As of the date hereof, Borrower knows of no claim presently existing in favor of Borrower against the Town arising out of or related to the Water Agreement. (d) During the term of the Loan, the Town and Borrower shall not enter into any agreement to modify the Water Agreement without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. If Lender fails to disapprove, in writing, stating specifically its reasons therefor (together with any reasonable amendments to such submission which would make such modification acceptable to Lender), any proposed modification within ten (10) business days after written presentation by the Town or Borrower, then Lender shall be deemed to have approved such proposed modification. (e) As of the date hereof, the Town has not given written notice to Borrower of any material violation by the Borrower of any law, ordinance, or governmental rule or regulation relating to the Real Property which remains uncured and Borrower certifies that Borrower has not received any notification from any federal, state, municipal or other governmental authority having jurisdiction over the Real Property alleging that any such violation exists. (f) The Town and Borrower acknowledge and agree that so long as the Deed of Trust remains a lien encumbering the Real Property, no subsequent agreement between Borrower and the Town to cancel, terminate, surrender, amend or modify the Water Agreement or Borrower s right to use the water described therein shall be binding upon or effective as against the Lender without its prior written consent, such consent not to be unreasonably withheld, conditioned or delayed in the case of proposed amendments and modifications. If Lender fails to disapprove, in writing, stating specifically its reasons therefor (together with any reasonable amendments to such submission which would make such modification acceptable to Lender), any proposed amendment or modification within ten (10) business days after presentation by the Town or Borrower, then Lender shall be deemed to have approved such proposed modification or amendment. In addition, if the Town and/or Borrower wish to cancel, terminate or surrender the Water Agreement whether mutually or pursuant to remedies given thereunder to a non-defaulting party, then they (or the non-defaulting party, as appropriate) shall give written notice ( Termination Notice ) thereof to Lender. At that time, Lender may, within ten (10) business days after receipt of the Termination Notice, either consent to such cancellation, termination or surrender or indicate that Lender will execute, in its own name and 2 B2. COUNCIL DISCUSSION AND APPROVAL OF AN ESTOPPEL CERTIFICATE, CONSENT AND AGREEMENT Page 10 of 49

11 within an additional ten (10) business days, a New Agreement (as herein defined) under the protocols noted in Section 5 below. Failure of Lender to respond in a timely manner to a Termination Notice will be deemed Lender s consent to cancellation as noted therein. (g) The Town hereby consents to the Assignment, subject to the terms and conditions hereof. In the event of any conflict or inconsistency between the terms and provisions of the Water Agreement and the terms and provisions of the Deed of Trust, the terms and provisions of the Water Agreement shall govern and control. 3. Any inaccuracy in any of the statements set forth above by the Town shall not result in liability on the part of the Town, but shall only serve to estop the Town from asserting the inaccuracy of such statement in connection with the enforcement of its rights under the Water Agreement. 4. The Town agrees and acknowledges that Lender is an acceptable current collateral assignee under the Water Agreement, subject to the further terms hereof. 5. In the event Lender acquires forecloses its lien encumbering the Real Property (whether through a judicial foreclosure or the exercise of a power of sale), pursuant to the Deed of Trust or accepts a transfer in lieu of such a foreclosure, with respect to all or any portion of the Real Property, the Town agrees that, upon written request made by Lender, Lender s successor(s) in interest, or the Town, the Lender and the Town will enter into a new water agreement (the New Agreement ), which New Agreement shall: (a) commence as of the date of the transfer of the applicable Real Property to the Lender and shall run for the remainder of the original term of the Water Agreement; (b) be on the same terms and conditions as the Water Agreement; and (c) contain such other requirements reasonably acceptable to the Town and Lender, and that are mutually determined to be necessary to enable the applicable Lender to have the rights of Borrower under the Water Agreement. In order to avail itself of the right to require a New Agreement Lender shall: (a) cure any monetary defaults then existing under the Water Agreement; (b) cure any non-monetary defaults thereunder which relate to the Real Property and which are reasonably subject to cure by Lender or a party in possession of the Real Property (it being understood that nonmonetary defaults relating solely to Borrower [such as entity issues, bankruptcies, etc.] are not required to be cured) to the reasonable satisfaction of the Town; and (c) demonstrate to the Town, to the Town s reasonable satisfaction, that the Borrower holds no further rights thereunder. It is further understood that Lender is under no obligation to so cure, but if Lender fails to cure, then the Town is free to institute, to the fullest extent then permitted by law, any remedies under the Water Agreement including, without limitation, termination thereof. If Lender proposes any other party to be the proposed counter-party ( Substitute ) to the New Agreement, then: (a) the Town will have the right to approve such Substitute, such approval not to be unreasonably withheld, delayed or conditioned; and (b) the Substitute shall provide to the Town, in form satisfactory to the Town in its sole discretion, adequate assurance of future performance by the Substitute under the New Agreement. 6. All notices required or permitted to be given in connection herewith shall be in writing and may be given in person or by United States mail, by commercial delivery service or by electronic transmission with verified receipt. Any notice directed to a party to this Agreement shall become effective upon the earliest of the following: (a) actual receipt by that party; 3 B2. COUNCIL DISCUSSION AND APPROVAL OF AN ESTOPPEL CERTIFICATE, CONSENT AND AGREEMENT Page 11 of 49

12 (b) delivery to the designated address of that party, addressed to that party; or (c) if given by certified or registered United States mail, forty-eight (48) hours after deposit with the United States Postal Service, postage prepaid, addressed to that party at its designated address. The designated address of a party shall be the address of that party shown at the beginning of this Agreement or such other address as that party, from time to time, may specify by notice to the other parties. 7. Borrower acknowledges that this Agreement is executed and delivered at the request of Borrower for the purpose of inducing Lender to provide or continue to provide those loan accommodations described above, and with the understanding that Lender is relying upon the certifications, representations and agreements contained herein and would not provide such accommodations without this Agreement. 8. This Agreement shall be binding upon the Town, Borrower, Lender and their respective successors and assigns. Successors and assigns of Lender, including parties who refinance the Loan or purchase portions of the Real Property, in whole or in part, are intended third party beneficiaries of this Agreement, so long as compliance is demonstrated with regard to the terms of Section 5 above. [SIGNATURE PAGES FOLLOW] 4 B2. COUNCIL DISCUSSION AND APPROVAL OF AN ESTOPPEL CERTIFICATE, CONSENT AND AGREEMENT Page 12 of 49

13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. TOWN: THE TOWN OF CAVE CREEK, an Arizona municipal corporation By: Name: Title: BORROWER: ALLRED CAPITAL, LLLP, an Arizona limited liability limited partnership By: DANN Holdings, Inc., an Arizona corporation, its General Partner By: Name: Title: LENDER: ALLIANCE BANK OF ARIZONA, a division of Western Alliance Bank, an Arizona corporation By: Name: Title: 5 B2. COUNCIL DISCUSSION AND APPROVAL OF AN ESTOPPEL CERTIFICATE, CONSENT AND AGREEMENT Page 13 of 49

14 RESOLUTION NO. R A RESOLUTION OF THE MAYOR AND TOWN COUNCIL OF THE TOWN OF CAVE CREEK, MARICOPA COUNTY, ARIZONA, SETTING FORTH THE OFFICIAL RETURNS AND APPROVING THE OFFICIAL CANVASS OF THE SPECIAL ELECTION HELD ON MAY 15, WHEREAS, a Special Election was held on the 15th day of May, 2012, for the purpose of submitting to the vote of the qualified electors of the Town of Cave Creek, Arizona, the following questions: QUESTION 1: PRIMARY (AD VALOREM) PROPERTY TAX IMPLEMENTATION Shall the Town of Cave Creek, Arizona, be authorized to levy a primary property tax not to exceed $1,300,000 for the cost of fire and emergency medical services (EMS)? If such amount is approved by the voters, it will be the base for determining levy limitations for the Town for subsequent fiscal years. YES - FOR THE TAX NO - AGAINST THE TAX WHEREAS, the Town Council of the Town of Cave Creek, Maricopa County, Arizona, has canvassed the returns of said election; NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND TOWN COUNCIL OF THE TOWN OF CAVE CREEK, ARIZONA AS FOLLOWS: Section 1. The result of the Special Election held on the 15th day of May, 2012, is determined as follows: Number of Ballots Cast 2042 Section 2. The numbers of votes cast for Question 1 are as follows: YES 731 NO 1309 Section 3. The date of the Official Canvass for the Special Election was May 15, Section 4. The Town Clerk is hereby authorized and directed to certify and to enter upon the records of the Town Council the Official Canvass for the Special Election held on May 15, 2012, which shall be in the form attached hereto as Exhibit T:\Town Clerk\Resolutions\2012 Resolutions\Resolution No. R canvass Special Election May 15, 2012 primary property tax for fire and EMS.doc primary property tax for Fire and EMS B3. COUNCIL DISCUSSION AND APPROVAL OF RESOLUTION R CANVASSING THE RESULTS OF Page 14 of 49

15 "A" and incorporated herein by reference. The Town Clerk is hereby directed to record the attached Official Canvass and Certificate of Result for the Special Election in the office of the County Recorder of Maricopa County, Arizona, and to return said copy with the recording data shown thereon to the official records of this body. Section 5. This resolution shall be in full force and effect immediately upon its adoption. PASSED AND ADOPTED BY THE MAYOR AND COMMON COUNCIL OF THE TOWN OF CAVE CREEK, ARIZONA this 4th day of June, ATTEST: Carrie A. Dyrek, Town Clerk Vincent Francia, Mayor APPROVED AS TO FORM: Marlene Pontrelli, Town Attorney T:\Town Clerk\Resolutions\2012 Resolutions\Resolution No. R canvass Special Election May 15, 2012 primary property tax for fire and EMS.doc primary property tax for Fire and EMS B3. COUNCIL DISCUSSION AND APPROVAL OF RESOLUTION R CANVASSING THE RESULTS OF Page 15 of 49

16 EXHIBIT "A: OFFICIAL CANVASS FOR THE SPECIAL ELECTION HELD ON MAY 15, 2012 A Special Election was held on the 15th day of May, 2012, for the purpose of submitting to the vote of the qualified electors of the Town of Cave Creek, Arizona, the following questions: QUESTION 1: PRIMARY (AD VALOREM) PROPERTY TAX IMPLEMENTATION Shall the Town of Cave Creek, Arizona, be authorized to levy a primary property tax not to exceed $1,300,000 for the cost of fire and emergency medical services (EMS)? If such amount is approved by the voters, it will be the base for determining levy limitations for the Town for subsequent fiscal years. YES - FOR THE TAX NO - AGAINST THE TAX 1. Number of Ballots Counted The numbers of votes cast for Question1 are as follows: YES 731 NO 1309 I, Carrie A. Dyrek, the duly qualified and appointed Town Clerk for the Town of Cave Creek, Maricopa County, Arizona, do hereby certify that the foregoing is a true and correct statement of the results of the Special Election held on May 15, DATED: June 4, 2012 CARRIE A. DYREK, Town Clerk T:\Town Clerk\Resolutions\2012 Resolutions\Resolution No. R canvass Special Election May 15, 2012 primary property tax for fire and EMS.doc primary property tax for Fire and EMS B3. COUNCIL DISCUSSION AND APPROVAL OF RESOLUTION R CANVASSING THE RESULTS OF Page 16 of 49

17 EV36Batch-V10.rpt Date: 5/18/2012 MARICOPA COUNTY RECORDER'S INFORMATION SYSTEMS CENTER REJECTED BALLOTS BY PRECINCT / CPC Page: 1 'rime: 9:29 am Election Title: TOWN OF CAVE CREEK Election Number : 1217 Election Date : 05/15/2012 Precinct/CPC Number Precinct/CPC Name Reason Number Rejected 5421 PPNO 1 - CAVE CREEK BAD SIGNATURE 4 RETURNED LATE 10 NO SIGNATURE 22 Bad Signature Total: Returned Late Total: No Signature Total: Total Rejected: B3. COUNCIL DISCUSSION AND APPROVAL OF RESOLUTION R CANVASSING THE RESULTS OF Page 17 of 49

18 M RC_ _E 5/15/2012 Precinct Canvass MARICOPA COUNTY 1 TOWN OF CAVE CREEK QUESTION Z O m > --4 o --I 1^CD y H = m _ m O G G > > O O m o D Cl a X X m y CAVE CREEK O T o D Z B3. COUNCIL DISCUSSION AND APPROVAL OF RESOLUTION R CANVASSING THE RESULTS OF Page 18 of 49

19 Page 19 of 49 Town of Cave Creek Annual Operating Budget FY 2013 Council Members/Community Volunteers Councilwoman Shelley Anderson Councilman Dick Esser Councilman Tom McGuire Dan Baxley Ted Bryda Gabe Royer David Smith Adam White 1

20 Page 20 of 49 1 st Budget Work Session Budget Timeline Hi Lights Revenues / Expenditures FY 2011 Budgeted Rev / Exp FY 2012 Budgeted Rev / Exp FY 2013 Breakdown of Payroll / Benefits Total Debt / Debt Service Payments / WIFA Res Sales Tax Trend FY Tentative Approval 2

21 Budget Timeline FY /15 Timeline to Dept Heads & Council 3/5 Spreadsheets to Dept Heads 4/12 Spreadsheets due from Dept Heads 3/15 Budget Meetings [5] 5/3 Budget Meeting Balanced 5/14 Draft Budgets to Council/Website Page 21 of 49 3

22 Budget Timeline FY /9-5/23 Public Hearing in Sonoran News 6/4 Budget Presentation /Approval of Tentative Budget 6/20-7/4 Published in Sonoran News 7/16 Budget Adoption Page 22 of 49 4

23 Hi - Lights FY % Merit Raises [NE] / Pay Restoration 6% [EX] 40 hour work week / M TH 7am-5pm Payroll Exp decreased by $28,853 3 Retirements / Transfer bet depts / 39 Sales Tax $4.5m CC Water Line Rep $130,000 / DH Meter Rep $125,000 Road Maintenance Reinstated $400,000 FY 2013 Budget is Balanced Page 23 of 49 5

24 Page 24 of 49 Water Fees 29% WW Fees $426,690 2% TOTAL REVENUES FY 2011 [$22.3m] Sales Tax $4m $6.4m Bond Proceeds $6.6m 30% Sales Tax $4m 18% State Shared 5% Property Tax/Assessments $1.3m 6% Grants $191,748 1% $1.3m Fees $942,240 4% State Shared Development Fees $1.2m 5% Fees $942,240 Development Fees $1.3m $1.2m Property Tax/Assessments $1.3m Grants $191,748 Bond Proceeds $6.6m WW Fees $426,690 Water Fees $6.4m 6

25 WWTP $6.8m 31% TOTAL EXPENDITURES FY 2011 [$21.7m] Operations & Admin $3m Water $4.8m 22% Operations & Admin $3m 14% Debt Svc $6.4m 29% CC Wash AD $121,685 0% CC Wash AD $121,685 Debt Svc $6.4m HURF $559,153 Spur Cross Ops $136,752 Water $4.8m WWTP $6.8m Page 25 of 49 HURF $559,153 3% Spur Cross Ops $136,752 1% 7

26 WW Fees $591,240 3% BUDGETED REVENUES FY 2012 [$22.4m] Sales Tax $4m Water Fees $6.5m 30% Operating Reserves $2.4m 11% Sales Tax $4m 19% Grants $3.4m 16% Fees $1.2m 6% State Shared $1.2m 6% Development Fees $284,824 1% Property Tax $319,250 1% State Shared $1.2m Fees $1.2m Development Fees $284,824 Property Tax $319,250 Grants $3.4m Bond Proceeds $1.5m Operating Reserves $2.4m WW Fees $591,240 Water Fees $6.5m Page 26 of 49 Bond Proceeds $1.5m 7% 8

27 Spur Cross Ops $128,820 1% BUDGETED EXPENDITURES FY 2012 [$22.4m] Water $4.9m 23% HURF $2.9m 13% WWTP $543,563 3% GF Ops & Admin $3.7m 17% Debt Svc $6.5m 30% CC Wash AD $2.7m 13% GF Ops & Admin $3.7m CC Wash AD $2.7m Debt Svc $6.5m HURF $2.9m Spur Cross Ops $128,820 Water $4.9m WWTP $543,563 Page 27 of 49 9

28 Page 28 of 49 BUDGETED REVENUES FY 2013 [$16.7m] Water Fees $6m 41% Operating Reserves $787,984 5% WW Fees $542,833 4% Grants $125,100 1% Sales Tax $4.5m 31% Fees $893,540 6% State Shared $1.4m 9% Development Fees $427,893 3% Sales Tax $4.5m SID#2 Assessments $15,500 0% SID#2 Assessments $15,500 State Shared $1.4m Fees $893,540 Development Fees $427,893 Grants $125,100 Operating Reserves $787,984 Water Fees $6m WW Fees $542,833 10

29 Spur Cross Ops $224,820 2% BUDGETED EXPENDITURES FY 2013 [$16.7m] Water $3.3m 22% HURF $1.6m 11% WWTP $475,673 3% GF Ops & Admin $3.8m 26% Debt Svc $5.3m 36% CC Wash AD $0 0% GF Ops & Admin $3.8m CC Wash AD $0 Debt Svc $5.3m HURF $1.6m Spur Cross Ops $224,820 Water $3.3m WWTP $475,673 Page 29 of 49 11

30 Page 30 of 49 Total Payroll / Benefits $3,456,618 <1%> Salary $2,373,027 Medicare/Social Security 175,192 Retirement 260,765 Health 390,390 Vision/Dental Insurance 32,055 Life & Short Term Disability 14,832 Unemployment 9,278 Workers Comp 67,773 Overtime/Personal Leave Payout 133,306 12

31 Outstanding Principal at 7/1/2012 Wastewater [3 WIFA Loans] $ 25,417,605 Water System [6 WIFA Loans] 33,767,218 Town Hall / Annex [US Bank] 910,000 Phoenix Mine Site [US bank] 60,000 Grand Total $ 60,154,823 Page 31 of 49 13

32 Outstanding Principal at 7/1/2012 Wastewater Original Loan Amt Issue Date Payoff Date Interest Rate Outstanding Principal 7/1/2012 Old Plant $2.7m 6/17/1998 7/1/ % $ 737,689 New Plant Land & Design $6.5m 1/5/2007 7/1/ % 5,379,521 New Plant Construction $22.917m 4/24/2009 7/1/ % 19,300,395 SUB-TOTAL 25,417,605 Water System Cave Creek Water Co [CCWC] Purchase $20.1m 6/8/2007 7/1/ % $ 17,573,030 CCWC Improvements $ 5.5m 4/18/2008 7/1/ % 4,646,490 CCWC Line Upgrade $ 1.4m 11/5/2010 7/1/ % 1,309,730 Desert Hills Water Co [DHWC] Purchase $ 6.6m 5/29/2007 7/1/ % 5,366,671 DHWC Improvements $ 5.5m 4/18/2008 7/1/ % 4,678,235 DHWC Arsenic Treatment $235,000 12/18/2009 7/1/ % 193,062 SUB-TOTAL 33,767,218 Town Hall / Annex $1,965,000 3/16/1998 7/1/ % $ 910,000 Phoenix Mine Site $ 990,000 9/2/2002 7/1/ % 60,000 GRAND TOTAL $ 74,407,000 $ 60,154,823 Page 32 of 49 14

33 Loan # 1 - WIFA Wastewater Old Plant Original Loan Amount $ 2.7m Issue Date 6/17/1998 Payoff Date 7/1/2016 Interest Rate 3.18% Outstanding Principal 7/1/2012 $ 737,689 Debt Service Payments FY 2013 $ 201,526 Page 33 of 49 15

34 Loan # 2 - WIFA Wastewater New Plant Land & Design Original Loan Amount $ 6.5m Issue Date 1/5/2007 Payoff Date 7/1/2026 Interest Rate 3.48% Outstanding Principal 7/1/2012 $ 5,379,521 Debt Service Payments FY 2013 $ 491,748 Page 34 of 49 16

35 Loan # 3 - WIFA Wastewater New Plant Construction Original Loan Amount $ 22.9m Issue Date 4/24/2009 Payoff Date 7/1/2029 Interest Rate 3.49% Outstanding Principal 7/1/2012 $ 19,300,395 Debt Service Payments FY 2013 $ 1,524,238 Page 35 of 49 17

36 Loan # 4 - WIFA Water System Cave Creek Water Co Purchase Original Loan Amount $ 20.1m Issue Date 6/8/2007 Payoff Date 7/1/2027 Interest Rate 3.60% Outstanding Principal 7/1/2012 $ 17,573,030 Debt Service Payments FY 2013 $ 1,537,086 Page 36 of 49 18

37 Loan # 5 - WIFA Water System Cave Creek Water Co Improvements Original Loan Amount $ 5.5m Issue Date 4/18/2008 Payoff Date 7/1/2028 Interest Rate 3.04% Outstanding Principal 7/1/2012 $ 4,646,490 Debt Service Payments FY 2013 $ 370,987 Page 37 of 49 19

38 Loan # 6 - WIFA Water System Cave Creek Water Co Line Upgrade Original Loan Amount $ 1.4m Issue Date 11/5/2010 Payoff Date 7/1/2030 Interest Rate 2.63% Outstanding Principal 7/1/2012 $ 1,309,730 Debt Service Payments FY 2013 $ 90,870 Page 38 of 49 20

39 Loan # 7 - WIFA Water System Desert Hills Water Co Purchase Original Loan Amount $ 6.6m Issue Date 5/29/2007 Payoff Date 7/1/2027 Interest Rate 3.52% Outstanding Principal 7/1/2012 $ 5,366,671 Debt Service Payments FY 2013 $ 466,592 Page 39 of 49 21

40 Loan # 8 - WIFA Water System Desert Hills Water Co Improvements Original Loan Amount $ 5.5m Issue Date 4/18/2008 Payoff Date 7/1/2028 Interest Rate 3.47% Outstanding Principal 7/1/2012 $ 4,678,235 Debt Service Payments FY 2013 $ 386,007 Page 40 of 49 22

41 Loan # 9 - WIFA Water System Desert Hills Water Co Arsenic Treatment Original Loan Amount $ 235,000 Issue Date 12/18/2009 Payoff Date 7/1/2029 Interest Rate 2.55% Outstanding Principal 7/1/2012 $ 193,062 Debt Service Payments FY 2013 $ 15,143 Page 41 of 49 23

42 Loan # 10 US Bank Town Hall / Annex Original Loan Amount $ 1,965,000 Issue Date 3/16/1998 Payoff Date 7/1/2019 Interest Rate 7.25% Outstanding Principal 7/1/2012 $ 910,000 Debt Service Payments FY 2013 $ 173,647 Page 42 of 49 24

43 Loan # 11 US Bank Phoenix Mine Site Original Loan Amount $ 990,000 Issue Date 9/2/2002 Payoff Date 7/1/2013 Interest Rate 5.5% Outstanding Principal 7/1/2012 $ 60,000 Debt Service Payments FY 2013 $ 64,950 Page 43 of 49 25

44 Debt Svc Payments FY 2013 Wastewater [3 WIFA Loans] $ 2,217,512 Water System [6 WIFA Loans] 2,866,685 Town Hall / Annex [US Bank] 173,647 Phoenix Mine Site [US bank] 64,950 Grand Total $ 5,322,794 Page 44 of 49 26

45 Page 45 of 49 Debt Svc Payments FY 2013 Wastewater Old Plant 201,526 New Plant Land & Design 491,748 New Plant Construction 1,524,238 SUB-TOTAL 2,217,512 Water System Cave Creek Water Co [CCWC] Purchase 1,537,086 CCWC Improvements 370,987 CCWC Line Upgrade 90,870 Desert Hills Water Co [DHWC] Purchase 466,592 DHWC Improvements 386,007 DHWC Arsenic Treatment 15,143 SUB-TOTAL 2,866,685 Town Hall / Annex 173,647 Phoenix Mine Site 64,950 GRAND TOTAL 5,322,794 27

46 Page 46 of 49 Debt Service Payments / Outstanding Principal YEAR DEBT SERVICE AMOUNT OUTSTANDING PRINCIPAL 7/1/2012 $ 60,154, $ 5,322,794 56,941, ,255,705 53,678, ,253,230 50,302, ,255,193 46,803, ,057,394 43,378, ,058,913 39,829, ,974,857 36,238, ,882,669 32,610, ,882,669 28,856, ,882,669 24,971, ,882,669 20,952, ,882,669 16,794, ,821,111 12,490, ,791,799 8,038, ,300,051 3,922, ,296,374 1,668, ,525, , ,

47 Funding WIFA Reserve Wastewater FY 2013 Amount Total on Hand 7/1/2012 Old Plant 0 201,526 Land & Design 98, ,398 Construction 379, ,506 Water System Cave Creek Water Co [CCWC] Purchase * * CCWC Improvements 74, ,592 CCWC Line Upgrade 18,174 18,173 Desert Hills Water Co [DHWC] Purchase 93, ,273 DHWC Improvements 77, ,604 DHWC Arsenic Treatment 3,029 3,029 Grand Total $743,522 $2,202,101 Page 47 of 49 * Reserve funded by Financial Guarantee Insurance Policy with CIFG. ** When fully funded in Fiscal Year 2016 the Total on Hand will amount to $ 3,916,

48 5,000,000 4,500,000 4,000,000 3,500,000 3,000,000 2,500,000 2,000,000 1,500,000 1,000, ,000 - Sales Tax FY FY 2000 FY 2001 FY 2002 FY 2003 FY 2004 FY 2005 FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 FY 2011 FY 2012 FY 2013 Page 48 of 49 30

49 6/4 Budget Timeline FY 2013 Budget Presentation /Approval of Tentative Budget 6/20-7/4 Published in Sonoran News 7/16 Budget Adoption Page 49 of 49 31