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HomeMy WebLinkAboutPackets - Council Packets (1945)       **SECOND AMENDMENT (4/15/25, 4:30 PM) *AMENDED (4/14/25, 3:00 PM) AGENDA ORO VALLEY TOWN COUNCIL REGULAR SESSION APRIL 16, 2025 ORO VALLEY COUNCIL CHAMBERS 11000 N. LA CAÑADA DRIVE For information on public comment procedures, please see the instructions for in person and/or virtual speakers at the end of the agenda. To watch and/or listen to the public meeting online, please visit https://www.orovalleyaz.gov/town/departments/town-clerk/meetings-and-agendas Executive Sessions – Upon a vote of the majority of the Town Council, the Council may enter into Executive Sessions pursuant to Arizona Revised Statutes §38-431.03 (A)(3) to obtain legal advice on matters listed on the Agenda.        REGULAR SESSION AT OR AFTER 5:00 PM   CALL TO ORDER   ROLL CALL   EXECUTIVE SESSION   1.Pursuant to A.R.S. §38-431.03(A)(1) and (A)(3) Personnel matter - Town Magistrate annual performance review   RESUME REGULAR SESSION AT OR AFTER 6:00 PM   CALL TO ORDER   ROLL CALL   1.APPROVAL OF ANY DIRECTION TO THE TOWN ATTORNEY AND/OR NECESSARY STAFF AS DISCUSSED IN EXECUTIVE SESSION PERTAINING TO THE ANNUAL PERFORMANCE REVIEW OF THE TOWN MAGISTRATE   PLEDGE OF ALLEGIANCE   UPCOMING MEETING ANNOUNCEMENTS   MAYOR AND COUNCIL REPORTS ON CURRENT EVENTS Spotlight on Youth   TOWN MANAGER'S REPORT ON CURRENT EVENTS   ORDER OF BUSINESS: MAYOR WILL REVIEW THE ORDER OF THE MEETING   INFORMATIONAL ITEMS   CALL TO AUDIENCE – At this time, any member of the public is allowed to address the Mayor and Town Council on any issue not listed on today’s agenda. Pursuant to the Arizona Open Meeting Law, individual Council Members may ask Town Staff to review the matter, ask that the matter be placed on a future agenda, or respond to criticism made by speakers. However, the Mayor and Council may not discuss or take legal action on matters raised during “Call to Audience.” In order to speak during “Call to Audience” please specify what you wish to discuss when completing the blue speaker card.   PRESENTATIONS   1.Proclamation - Tohono Chul Day   2.Proclamation - Mental Health Awareness Month   3.Proclamation - National Public Safety Telecommunicators Week   4.Presentation of graduating Youth Advisory Council (YAC) Members   CONSENT AGENDA (Consideration and/or possible action)   A.Minutes - April 2, 2025   B.Approval to add the proposed apartment architecture to the Oro Valley Marketplace Master Architecture Concept Plan and approval of the Encantada at Oro Valley Marketplace site elevations near the southwest corner of Tangerine Road and Water Harvest Drive   C.Resolution No. (R)25-11, designating David Gephart as Chief Fiscal Officer, authorized to submit the Town's Annual Expenditure Limitation Report (AELR) to the State Auditor General for FY 25-26   D.Resolution No. (R)25-12, acceptance of a license agreement to construct a multi-use path through a WAPA easement on the north side of Naranja Drive east of Sawtooth Road   REGULAR AGENDA   2.PUBLIC HEARING: DISCUSSION AND POSSIBLE ACTION REGARDING AN APPLICATION FOR A SERIES 12 (RESTAURANT) LIQUOR LICENSE FOR GRAIN RIVER ASIAN BISTRO, LOCATED AT 12985 N. ORACLE ROAD, STE#125   3.DISCUSSION AND POSSIBLE ACTION REGARDING POND CONCEPTS AT THE VISTOSO TRAILS NATURE PRESERVE   4.*DISCUSSION AND POSSIBLE ACTION TO INITIATE A GENERAL PLAN AMENDMENT AND REZONING (PLANNED AREA DEVELOPMENT AMENDMENT) FOR THE TOWN CENTRE PLANNED AREA DEVELOPMENT AS IT APPLIES TO THE TOWN-OWNED PROPERTY (AREAS 3 AND 4) LOCATED EAST OF THE INTERSECTION OF ORACLE ROAD AND PUSCH VIEW LANE   5.RESOLUTION NO. (R)25-13, DISCUSSION AND POSSIBLE ACTION TO APPROVE THE FORM AND AUTHORIZE THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA FOR A LOAN FROM ITS DRINKING WATER STATE REVOLVING FUND PROGRAM; DELEGATING THE DETERMINATION OF CERTAIN MATTERS RELATING THERETO TO THE WATER UTILITY DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE TOWN; AND AUTHORIZING AND RATIFYING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY SUCH LOAN AGREEMENT AND THIS RESOLUTION   6.**DISCUSSION AND POSSIBLE ACTION REGARDING DIRECTION FOR THE NEXT GENERAL PLAN   7.**DISCUSSION AND POSSIBLE ACTION REGARDING THE COMMUNITY CENTER FUND   8.**MOTION TO RECONSIDER THE FOLLOWING ITEM FROM THE APRIL 2, 2025 TOWN COUNCIL MEETING: PUBLIC HEARING: DISCUSSION AND POSSIBLE ACTION REGARDING AN APPEAL OF THE PLANNING AND ZONING COMMISSION DENIAL OF THE APPLICANT’S REQUEST FOR INCREASED BUILDING HEIGHT ALLOWANCES WITHIN PRIVATE SCHOOL ZONING FOR A PROPOSED NEW ORO VALLEY CHURCH OF THE NAZARENE SANCTUARY AND MULTIPURPOSE BUILDING SITUATED NORTHEAST OF THE CALLE CONCORDIA AND CALLE BUENA VISTA INTERSECTION   FUTURE AGENDA ITEMS (The Council may bring forth general topics for future meeting agendas. Council may not discuss, deliberate or take any action on the topics presented pursuant to ARS 38-431.02H)   ADJOURNMENT   POSTED: 4/9/25 at 5:00 p.m. by dt AMENDED AGENDA POSTED 4/14/25 at 5:00 p.m. by dt SECOND AMENDED AGENDA POSTED: 4/15/25 at 4:45 p.m. by dt The Mayor and Council may, at the discretion of the meeting chairperson, discuss any Agenda item. When possible, a packet of agenda materials as listed above is available for public inspection at least 24 hours prior to the Council meeting in the office of the Town Clerk between the hours of 8:00 a.m. – 5:00 p.m. The Town of Oro Valley complies with the Americans with Disabilities Act (ADA). If any person with a disability needs any type of accommodation, please notify the Town Clerk’s Office at least five days prior to the Council meeting at 229-4700. PUBLIC COMMENT ON AGENDA ITEMS The Town has modified its public comment procedures for its public bodies to allow for limited remote/virtual comment via Zoom. The public may provide comments remotely only on items posted as required Public Hearings, provided the speaker registers 24 hours prior to the meeting. For all other items, the public may complete a blue speaker card to be recognized in person by the Mayor, according to all other rules and procedures. Written comments can also be emailed to Town Clerk Michael Standish at mstandish@orovalleyaz.gov for distribution to the Town Council prior to the meeting. Further instructions to speakers are noted below. INSTRUCTIONS TO IN-PERSON SPEAKERS Members of the public shall be allowed to speak on posted public hearings and during Call to Audience when attending the meeting in person. The public may be allowed to speak on other posted items on the agenda at the discretion of the Mayor. If you wish to address the Town Council on any item(s) on this agenda, please complete a blue speaker card located on the Agenda table at the back of the room and give it to the Town Clerk. Please indicate on the blue speaker card which item number and topic you wish to speak on, or, if you wish to speak during Call to Audience, please specify what you wish to discuss. Please step forward to the podium when the Mayor calls on you to address the Council. 1. For the record, please state your name and whether or not you are a Town resident. 2. Speak only on the issue currently being discussed by Council. You will only be allowed to address the Council one time regarding the topic being discussed. 3. Please limit your comments to 3 minutes. 4. During Call to Audience, you may address the Council on any matter that is not on the agenda. 5. Any member of the public speaking must speak in a courteous and respectful manner to those present. INSTRUCTIONS TO VIRTUAL SPEAKERS FOR PUBLIC HEARINGS Members of the public may attend the meeting virtually and request to speak virtually on any agenda item that is listed as a Public Hearing. If you wish to address the Town Council virtually during any listed Public Hearing, please complete the online speaker form by clicking here https://forms.orovalleyaz.gov/forms/bluecard at least 24 hours prior to the start of the meeting. You must provide a valid email address in order to register. Town Staff will email you a link to the Zoom meeting the day of the meeting. After being recognized by the Mayor, staff will unmute your microphone access and you will have 3 minutes to address the Council. Further instructions regarding remote participation will be included in the email. Thank you for your cooperation.    Town Council Regular Session 1. Meeting Date:04/16/2025   Submitted By:Mike Standish, Town Clerk's Office Department:Town Clerk's Office SUBJECT: Pursuant to A.R.S. §38-431.03(A)(1) and (A)(3) Personnel matter - Town Magistrate annual performance review RECOMMENDATION: N/A EXECUTIVE SUMMARY: N/A BACKGROUND OR DETAILED INFORMATION: N/A FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to go into Executive Session. Attachments No file(s) attached.    Town Council Regular Session 1. Meeting Date:04/16/2025   Submitted By:Mike Standish, Town Clerk's Office Department:Town Clerk's Office SUBJECT: APPROVAL OF ANY DIRECTION TO THE TOWN ATTORNEY AND/OR NECESSARY STAFF AS DISCUSSED IN EXECUTIVE SESSION PERTAINING TO THE ANNUAL PERFORMANCE REVIEW OF THE TOWN MAGISTRATE RECOMMENDATION: N/A EXECUTIVE SUMMARY: N/A BACKGROUND OR DETAILED INFORMATION: N/A FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to... Attachments No file(s) attached.    Town Council Regular Session 1. Meeting Date:04/16/2025   Proclamation - Tohono Chul Day Subject Proclamation - Tohono Chul Day Summary Attachments Proclamation     Town Council Regular Session 2. Meeting Date:04/16/2025   Proclamation - Mental Health Awareness Month Subject Proclamation - Mental Health Awareness Month Summary Attachments Proclamation     Town Council Regular Session 3. Meeting Date:04/16/2025   Proclamation National Public Safety Telecommunicators Week Subject Proclamation - National Public Safety Telecommunicators Week Summary Attachments Proclamation     Town Council Regular Session 4. Meeting Date:04/16/2025   Presentation - Graduating Youth Advisory Council (YAC) Members Subject Presentation of graduating Youth Advisory Council (YAC) Members Summary Attachments No file(s) attached.    Town Council Regular Session A. Meeting Date:04/16/2025   Requested by: Mike Standish Submitted By:Michelle Stine, Town Clerk's Office Department:Town Clerk's Office SUBJECT: Minutes - April 2, 2025 RECOMMENDATION: Staff recommends approval. EXECUTIVE SUMMARY: N/A BACKGROUND OR DETAILED INFORMATION: N/A FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to approve (approve with the following changes), the April 2, 2025 minutes.  Attachments 4-2-25 Draft Minutes  D R A F T   MINUTES ORO VALLEY TOWN COUNCIL REGULAR SESSION APRIL 2, 2025 ORO VALLEY COUNCIL CHAMBERS 11000 N. LA CAÑADA DRIVE            REGULAR SESSION AT OR AFTER 5:00 PM   CALL TO ORDER    Mayor Winfield called the meeting to order at 5:01 p.m.   ROLL CALL Present: Joseph C. Winfield, Mayor Melanie Barrett, Vice-Mayor Harry Greene, Councilmember Joyce Jones-Ivey, Councilmember Mary Murphy, Councilmember Josh Nicolson, Councilmember Elizabeth Robb, Councilmember EXECUTIVE SESSION   1.Pursuant to A.R.S. §38-431.03 (A)(3) and (A)(4) to obtain legal advice regarding the Oro Valley Church of the Nazarene (OVCN) application for additional height regarding the applicant's appeal of the Planning & Zoning Commission's denial of the OVCN height request on January 14, 2025      2.Pursuant to A.R.S. §38-431.03 (A)(3) and (A)(4) to discuss or consult with the attorneys for the public body regarding pending litigation on the Clifton matter in order to consider its position and instruct its attorneys       Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene to go into Executive Session at 5:03 p.m., 1. Pursuant to A.R.S. §38-431.03 (A)(3) and (A)(4) to obtain legal advice regarding the Oro Valley Church of the Nazarene (OVCN) application for additional height regarding the applicant's appeal of the Planning & Zoning Commission's denial of the OVCN height request on January 14, 2025, and 2. Pursuant to A.R.S. §38-431.03 (A)(3) and (A)(4) to discuss or consult with the attorneys for the public body regarding pending litigation on the Clifton matter in order to consider its position and instruct its attorneys  Vote: 7 - 0 Carried    Mayor Winfield announced that the following staff would be joining Council in the first Executive 4/2/25 Minutes, Oro Valley Town Council Regular Session 1  Mayor Winfield announced that the following staff would be joining Council in the first Executive Session: Town Manager Jeff Wilkins, Deputy Town Manager Chris Cornelison, Town Attorney Nathan Rothschild, Planning Manager Bayer Vella, and Town Clerk Mike Standish. Mayor Winfield announced that the following staff would be joining Council in the second Executive Session: Town Manager Jeff Wilkins, Deputy Town Manager Chris Cornelison, Town Attorney Nathan Rothschild, Attorney from the Municipal Risk Pool, and Town Clerk Mike Standish.   RESUME REGULAR SESSION AT OR AFTER 6:00 PM   CALL TO ORDER    Mayor Winfield resumed the Regular Session at 6:13 p.m.   ROLL CALL    Present: Joseph C. Winfield, Mayor Melanie Barrett, Vice-Mayor Harry Greene, Councilmember Joyce Jones-Ivey, Councilmember Mary Murphy, Councilmember Josh Nicolson, Councilmember Elizabeth Robb, Councilmember   1.APPROVAL OF ANY DIRECTION TO THE TOWN ATTORNEY AND/OR NECESSARY STAFF AS DISCUSSED IN EXECUTIVE SESSION REGARDING ACTIONS TO TAKE IN THE CLIFTON LITIGATION MATTER       Motion by Mayor Joseph C. Winfield, seconded by Vice-Mayor Melanie Barrett to give authority to file a notice of appeal and proceed as directed to take all necessary action related to pursuing an appeal, in relation to the Pima County Superior Court cause of action C20215129.  Vote: 6 - 0 Carried  Other: Councilmember Mary Murphy (ABSTAINING)   PLEDGE OF ALLEGIANCE    Mayor Winfield led the audience in the Pledge of Allegiance.   UPCOMING MEETING ANNOUNCEMENTS    Town Clerk Mike Standish announced the upcoming Town meetings.   MAYOR AND COUNCIL REPORTS ON CURRENT EVENTS    Councilmember Greene reported that he had attended a Crystal Apple event to honor outstanding 4/2/25 Minutes, Oro Valley Town Council Regular Session 2  Councilmember Greene reported that he had attended a Crystal Apple event to honor outstanding teachers that were nominated by their students.    Councilmember Jones-Ivey encouraged citizens to volunteer and participate in Amphi School Districts Project Graduation's upcoming events and fundraisers.   TOWN MANAGER'S REPORT ON CURRENT EVENTS    Town Manager Jeff Wilkins reported the following Free Shred event, April 5, 2025 Information on the Project Echelon Cycling event Update on the Celebrate Oro Valley event Upcoming Oro Valley events   ORDER OF BUSINESS    Mayor Winfield reviewed the order of business and stated the order would stand as posted.   INFORMATIONAL ITEMS    There were no informational items.   CALL TO AUDIENCE   PRESENTATIONS   1.Proclamation - Week of the Young Child       Mayor Winfield proclaimed the week of April 5 through April 11, 2025, as the Week of the Young Child in Oro Valley. Pima North Regional Director for First Things First Amy Morales Baum and Executive Director of the Southern Arizona Association of Young Children Ashley Barbara accepted the proclamation.   2.Presentation and update from Children's Museum Executive Director Hilary Van Alsburg       Executive Director for the Children's Museum Oro Valley Ms. Van Alsburg provided a presentation and update regarding the Children's Museum.   3.*Proclamation - Education and Sharing Day       Mayor Winfield proclaimed April 9, 2025, as Education and Sharing Day in Oro Valley. Rabbi Zimmerman accepted the proclamation.   4/2/25 Minutes, Oro Valley Town Council Regular Session 3   CONSENT AGENDA   A.Minutes - March 19, 2025      B.Request for approval of a two year extension of the Foothills Business Park Final Plat amendment located near the northeast corner of Oracle Road and Hanley Boulevard       Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene to approve Consent agenda items (A) and (B).  Vote: 7 - 0 Carried   REGULAR AGENDA   2.TWO ITEMS REGARDING THE PLANNING AND ZONING COMMISSION'S DENIAL OF AN APPLICANT'S REQUEST FOR INCREASED BUILDING HEIGHT ALLOWANCES WITHIN PRIVATE SCHOOL ZONING FOR A PROPOSED NEW ORO VALLEY CHURCH OF THE NAZARENE SANCTUARY AND MULTIPURPOSE BUILDING SITUATED NORTHEAST OF THE CALLE CONCORDIA AND CALLE BUENA VISTA INTERSECTION ITEM A: APPLICANT'S REQUEST TO CONTINUE PUBLIC HEARING REGARDING AN APPEAL OF THE PLANNING AND ZONING COMMISSION'S DENIAL FOR A PERIOD OF EIGHT MONTHS ITEM B: PUBLIC HEARING: DISCUSSION AND POSSIBLE ACTION REGARDING AN APPEAL OF THE PLANNING AND ZONING COMMISSION DENIAL OF THE APPLICANT’S REQUEST FOR INCREASED BUILDING HEIGHT ALLOWANCES WITHIN PRIVATE SCHOOL ZONING FOR A PROPOSED NEW ORO VALLEY CHURCH OF THE NAZARENE SANCTUARY AND MULTIPURPOSE BUILDING SITUATED NORTHEAST OF THE CALLE CONCORDIA AND CALLE BUENA VISTA INTERSECTION       Mayor Winfield provided a brief overview of the expectations for items 2A and 2B. Planning Manager Bayer Vella presented item 2A and included the following: Item A, Continuance Zoning: Private School (PS) Zoning & Building Height Process Revised Process Requested by Applicant Mr. Gillespie, with Rose Law Group PC, and representing the applicant, continued the presentation and included the following: Why is the requested 8-month continuance best for everyone? Primary concerns expressed by neighbors Development Plan Application Submittal Requirements The Church can Develop "By Right" by adhering to the following base development standards Why is the requested 8-month continuance best? Massive Community Support for this request    The following individuals spoke in support of item 2A 4/2/25 Minutes, Oro Valley Town Council Regular Session 4  The following individuals spoke in support of item 2A Logan Colby Lawrence Knight Oro Valley resident Tony Cox Oro Valley resident Kim Chatterton Oro Valley resident Robert Sabo Oro Valley resident Sally Gray Oro Valley resident Ray Laker Oro Valley resident Patricia Howie Oro Valley resident Lisa Stuessel Oro Valley resident Philip Vandivort Oro Valley resident Julian Benitez Oro Valley resident Carolyn Jaedecke Oro Valley resident William Slanaker Bern Jones Oro Valley resident Terry Reagan Dean Hood Oro Valley resident Lynn Huggins Jamie Martinez Oro Valley resident Mary Peterson Oro Valley resident Steve Solomon Monica Duran Oro Valley resident Liz Loftis Oro Valley resident Rain Pinneo Oro Valley resident Judith Gilpin - Gregor Oro Valley resident Shawn Hellebayck Oro Valley resident Jim Ingram Oro Valley resident Kirsten Puddicombe The following individuals spoke in opposition to item 2A. Oro Valley resident Anthony Ferrara Oro Valley resident Tricia Tozier Oro Valley resident Tim Tarris Oro Valley resident Devin Smith Discussion ensued amongst the Council, staff, and Mr. Gillespie regarding item 2A.    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene to continue the building height exception appeal public hearing, as requested by the applicant, to the December 3rd, 2025 Town Council Regular Session. Discussion continued amongst Council, staff, Mr. Gillespie, and Mr. Craig Coulter, Lead Pastor of the Oro Valley Church of the Nazarene, regarding item #2A.    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene to continue the building height exception appeal public hearing, as requested by the applicant, to the December 3rd, 2025 Town Council Regular Session.  Vote: 3 - 4 Failed  OPPOSED: Vice-Mayor Melanie Barrett  Councilmember Joyce Jones-Ivey  Councilmember Josh Nicolson  Councilmember Elizabeth Robb 4/2/25 Minutes, Oro Valley Town Council Regular Session 5    Mayor Winfield recessed the meeting at 8:43 p.m. Mayor Winfield reconvened the meeting at 9:00 p.m.    Oro Valley Planning Manager Bayer Vella presented item 2B and included the following: Item B, Appeal Public Hearing Applicant's Proposal Zoning: Building Heights & Process "The Issue of Height" - Decision Factors Sanctuary "Auditorium style seating" - Height, Size, and Seating Capacity Seating Capacity & Mass tied to Offsite Impacts (Traffic, Parking, View, etc.) Neighbor Comments Summary Mr. Gillespie with Rose Law Group PC, and representing the applicant, continued the presentation and included designs, images and information regarding the proposed request.    Mayor Winfield opened the public hearing. The following individuals spoke in support of item 2B. Clint Haas Oro Valley resident Patricia Howie Ray Hahn Oro Valley resident Philip Vandivort Olivia Hahn Oro Valley resident William Slanaker Oro Valley resident David Carrol Oro Valley resident Charlie Bowles Monica Duran The following individuals spoke in opposition of item 2B. Oro Valley resident Anthony Ferrara Oro Valley resident Tricia Tozier Oro Valley resident Tim Tarris Mayor Winfield closed the public hearing.    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene to overrule the Planning and Zoning Commission's denial of the building height increase requests and conditionally grant a building height increase of 36 feet. Discussion ensued amongst Council, staff and Mr. Gillespie regarding item #2B. Mayor Winfield requested to amend the main motion, to overrule the Planning and Zoning Commission's denial of the building height increase request and conditionally grant a building height increase of 36 feet maximum, including conditions one, two and four. Seconded by Councilmember Greene.    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene FINAL MOTION AS 4/2/25 Minutes, Oro Valley Town Council Regular Session 6  Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene FINAL MOTION AS AMENDED: to overrule the Planning and Zoning Commission's denial of the building height increase request and conditionally grant a building height increase of 36 feet maximum, including conditions one, two and four. ATTACHMENT 1 Conditions of Approval 1. Landscape buffer on the north of the new development area shall be a minimum of 30 feet wide and shall contain a continuous vegetative screen consisting of two-rows of either existing vegetation and/or new 36 inch box trees, as well as minimum 10-gallon shrubs and cacti, and a continuous 8 foot screen wall. Locations of these elements shall be subject to Planning and Zoning Administrator approval. 2. Landscape buffer on the west of the new development area shall be a minimum of 30 feet wide and shall contain a continuous vegetative screen consisting of two-rows of either existing vegetation and/or new 36 inch box trees, as well as minimum 10-gallon shrubs and cacti, and a continuous 6 foot screen wall. Locations of these elements shall be subject to Planning and Zoning Administrator approval. 3. The building roof and screening parapet heights shall be restricted to the use of each space as demonstrated in Exhibit 1. 4. The new Sanctuary building shall be positioned between the existing sanctuary to the west, and CDO High School to the east as indicated in the attached Conceptual Master Plan, Exhibit 2, such that the view impacts from the west looking toward the mountains are minimally impacted. Discussion continued amongst Council, staff, Mr. Gillespie, and Mr. Craig Coulter, Lead Pastor of the Oro Valley Church of the Nazarene, regarding item #2B.    Motion by Vice-Mayor Melanie Barrett, seconded by Councilmember Joyce Jones-Ivey to amend the motion and substitute 29 feet for 36 feet. Discussion continued amongst Council, staff, Mr. Gillespie and Mr. Craig Coulter, Lead Pastor of the Oro Valley Church of the Nazarene, regarding item #2B. Vice Mayor Barrett requested to recess the meeting.    Mayor Winfield recessed the meeting at 10:04 p.m. Mayor Winfield reconvened the meeting at 10:09 p.m. Discussion continued amongst Council, staff, Mr. Gillespie, and Mr. Coulter regarding item #2B. Vice Mayor Barrett requested to withdraw her motion to amend the main motion, seconded by Councilmember Jones-Ivey.    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene FINAL MOTION AS AMENDED: to overrule the Planning and Zoning Commission's denial of the building height increase request and conditionally grant a building height increase of 36 feet maximum, including conditions one, two and four. ATTACHMENT 1 Conditions of Approval 1. Landscape buffer on the north of the new development area shall be a minimum of 30 feet wide and shall contain a continuous vegetative screen consisting of two-rows of either existing vegetation and/or 4/2/25 Minutes, Oro Valley Town Council Regular Session 7 new 36 inch box trees, as well as minimum 10-gallon shrubs and cacti, and a continuous 8 foot screen wall. Locations of these elements shall be subject to Planning and Zoning Administrator approval. 2. Landscape buffer on the west of the new development area shall be a minimum of 30 feet wide and shall contain a continuous vegetative screen consisting of two-rows of either existing vegetation and/or new 36 inch box trees, as well as minimum 10-gallon shrubs and cacti, and a continuous 6 foot screen wall. Locations of these elements shall be subject to Planning and Zoning Administrator approval. 3. The building roof and screening parapet heights shall be restricted to the use of each space as demonstrated in Exhibit 1. 4. The new Sanctuary building shall be positioned between the existing sanctuary to the west, and CDO High School to the east as indicated in the attached Conceptual Master Plan, Exhibit 2, such that the view impacts from the west looking toward the mountains are minimally impacted. Discussion continued amongst Council, staff, and Mr. Gillespie regarding item #2B.  Vote: 7 - 0 Carried   FUTURE AGENDA ITEMS    There were no future agenda items requested.   EXECUTIVE SESSION   3.Pursuant to A.R.S. 38-431.03 (A)(5) regarding discussions with designated representatives of the public body to consider its position and instructions regarding negotiations with employee organizations regarding salaries or compensation       Motion by Mayor Joseph C. Winfield, seconded by Councilmember Mary Murphy to go into Executive Session at 10:13 p.m. pursuant to A.R.S. 38-431.03 (A)(5) regarding discussions with designated representatives of the public body to consider its position and instructions regarding negotiations with employee organizations regarding salaries or compensation  Vote: 7 - 0 Carried    Mayor Winfield stated that the following staff members would join Council in Executive Session: Town Manager Jeff Wilkins, Town Attorney Nathan Rothschild, Human Resource Director Andy Votava, Chief of Police Kara Riley, and Town Clerk Mike Standish.   RESUME REGULAR SESSION    Mayor Winfield resumed the Regular Session at 11:50 p.m.   CALL TO ORDER   REGULAR AGENDA   3.APPROVAL OF ANY DIRECTION TO THE TOWN MANAGER AND/OR NECESSARY STAFF AS DISCUSSED IN EXECUTIVE SESSION PERTAINING TO NEGOTIATIONS WITH EMPLOYEE ORGANIZATIONS REGARDING SALARIES OR COMPENSATION    4/2/25 Minutes, Oro Valley Town Council Regular Session 8    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Josh Nicolson to proceed as directed.  Vote: 7 - 0 Carried   ADJOURNMENT    Motion by Mayor Joseph C. Winfield, seconded by Councilmember Harry Greene to adjourn the meeting at 11:51 p.m.  Vote: 7 - 0 Carried     _________________________________________________ Michelle Stine, MMC, CPM Deputy Town Clerk I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the regular session of the Town of Oro Valley, Arizona held on the 2nd day of April 2025. I further certify that the meeting was called and held and that a quorum was present. __________________________________________________ Mike Standish, CMC Town Clerk 4/2/25 Minutes, Oro Valley Town Council Regular Session 9    Town Council Regular Session B. Meeting Date:04/16/2025   Requested by: Bayer Vella, Community and Economic Development  Submitted By:Alexandra Chavez, Community and Economic Development Case Number:2500097 SUBJECT: Approval to add the proposed apartment architecture to the Oro Valley Marketplace Master Architecture Concept Plan and approval of the Encantada at Oro Valley Marketplace site elevations near the southwest corner of Tangerine Road and Water Harvest Drive RECOMMENDATION: The Planning and Zoning Commission recommends conditional approval of the proposed architecture as shown in Attachment 1.  The condition (Attachment 2) requires the applicant to update the Oro Valley Marketplace Master Architecture Concept Plan by including the proposed design for apartments, prior to issuance of building permits. EXECUTIVE SUMMARY: The purpose of this request is to consider proposed architecture (see Attachment 1) for the HSL Encantada luxury apartment homes in the Oro Valley Marketplace Development Area 1 and 2, located near the southwest corner of Tangerine Road and Water Harvest Way (see map at right). This project entails the development of a 320-unit apartment complex consisting of fourteen (14) apartment buildings with a clubhouse and leasing office. Access to the site is provided from Water Harvest Way. In total, the site is approximately 16.12 acres in size and currently vacant. The site design is in conformance with the layout shown in the revised Master Development Plan approved by Town Council on November 15, 2023 (Attachment 3). A master architecture design package for Oro Valley Marketplace was approved by Town Council in 2006. The Master Architecture Concept Plan (MACP) for the Marketplace established a design aesthetic for the center through the use of consistent building styles, colors and materials. The MACP did not include a building type for apartments at the time of approval. The architecture for this new building type requires consideration by the Planning and Zoning Commission and Town Council. The focus of this item is only on the architectural design of the luxury apartments, as the revised Master Development Plan for Oro Valley Marketplace has been approved by Town Council. The Planning and Zoning Commission considered the proposed architecture during its April 1, 2025, meeting and recommended approval with the condition (Attachment 2) to update the Oro Valley Marketplace Master Architectural Concept Plan (MACP) prior to the issuance of building permits. This condition formalizes an administrative next step and will update the Oro Valley MACP to reflect the new apartment building type upon Town Council approval. Additional detail is provided in the Background or Detailed section of this report. BACKGROUND OR DETAILED INFORMATION: The focus of this request is on the proposed architectural design only, as the Master Development Plan was approved by Town Council in 2023. The parameters for consideration are that the architecture is compliant with:   All architecture types in the Oro Valley Marketplace Master Architecture Concept Plan (MACP)1. Town’s Design Principles (Section 22.9.E.7)2. Applicable Design Standards (Addendum A, Section 2.2)3. Details analyzing the proposed design elements conformance are provided later in this section.  Existing Site Conditions:  Zoning: Rancho Vistoso (PAD) Neighborhood 4 - Regional Commercial C-2 District   Oro Valley Marketplace Master Development Plan: Development Areas 1 and 2 Gross area: 16.12 acres Vacant, previously disturbed pad and adjacent parking Approval Dates February 2006: Original Oro Valley Marketplace Development Plan approved by Town Council (OV12-04-30)  June 2006 - Oro Valley Marketplace Master Architecture Concept Plan (MACP) approved by Oro Valley Development Review Board (OV13-06-19) July 2006 - MACP approved by Rancho Vistoso Community Association  November 2023 - Revised Master Development Plan approved by Town Council  Staff has reviewed the applicant's proposed design for conformance with the following:   Oro Valley Marketplace Master Architecture Concept Plan (MACP)1. Town’s Design Principles (Section 22.9.E.7)2. Applicable Design Standards (Addendum A, Section 2.2)3. A summary of the design conformance with each is provided below.  ORO VALLEY MARKETPLACE DESIGN STANDARDS: The Master Architecture Concept Plan (MACP) for the Oro Valley Marketplace established design standards for the commercial center, which includes architectural styles for retail stores, in-line tenants, shops, and hardscape treatments. It did not include architecture standards for apartments. As a new building type, the proposed architecture for the HSL Encantada luxury apartment homes requires consideration by the Planning and Zoning Commission and ultimately approval from Town Council. The MACP was approved by Oro Valley Design Review Board and by Rancho Vistoso Community Association in 2006. Design themes found throughout the Oro Valley Marketplace are rooted in a contemporary desert architecture style and a color palette drawn from the surrounding Catalina Mountains. Architectural themes established in the MACP vary by corresponding node area within the center. The site for HSL Encantada luxury apartment homes is located within the "retail" node (shown below); these design elements include consistent:   Color Palette and Materials  Architectural Elements Consistent Node Themes The full MACP is included as Attachment 4. The proposed architecture for HSL Encantada luxury apartment homes (shown in the figure below) meets the MACP design standards. Additional details relative to the design conformance are provided below.     Color Palette and Materials: The approved color palette and architectural elements associated with the designated retail node have been incorporated into the proposed architecture developed for HSL Encantada luxury apartment homes. The proposed color palette utilizes approved MACP colors and materials (shown at right) for the clubhouse and apartment buildings. The proposed design also incorporates stone veneer at the entrances of buildings to add texture and visual interest, which is consistently done throughout Oro Valley Marketplace. The proposed design is shown below in orange and images of existing buildings throughout the commercial center are noted in blue.  Consistent Node Themes: Architecture within the Oro Valley Marketplace is guided by the approved MACP which helps to foster a comprehensive style and integrated experience throughout the  entire development. The standards and guidelines of the MACP serve as a benchmark for future designs of new building types within the development, such as apartment buildings. All new building types are required to use existing themes and styles found throughout the center. The figure at right illustrates the architectural themes and styles used throughout the rental node, which include:   Accentuated horizontal band above the first level; Variation of color and materials for articulated entrance facades; Enhanced architectural design through the use of varied colors, metal canopies, and stone finishes; Visual interest with articulated rooflines and building facade. ZONING CODE DESIGN PRINCIPLES REVIEW: This section reviews how the proposed architecture (Attachment 1) meets other applicable Design Principles found in Section 22.9.E.7. Notable Town requirements are shown in italics and followed by staff commentary. Building elevations for the apartment buildings are shown in the figure below (full architectural renderings provided in Attachment 1). Architectural Design: "Promote coherent, context appropriate design excellence based upon a common set of design principles which include consideration…to the climate, history, environment, and natural setting of Oro Valley." The proposed design features colors and materials from the MACP which features earth tones from the approved color palette with the employment of vibrant colors in public areas similar to the overall Oro Valley Marketplace commercial center. Additionally, the architecture for HSL Encantada luxury apartment homes incorporates characteristics of the Sonoran Desert with horizontal bands utilizing variations of parapet configurations and alternating facade projections to create depth and shadows, as shown in the image below.     Scale, Height, and Mass: “Building scale, height and mass shall be consistent with the Town-approved intensity of the site, designated scenic corridors, and valued mountain views.” Town Design Standards outlines that building design must create a meaningful pedestrian experience by incorporating design elements at a human scale. The applicant's proposed design accomplished this through variation of color and articulated entryways throughout to break up the building massing.  Facade Articulation: “All building facades shall be fully articulated, including variation in building massing, roof planes, wall planes, and surface articulation.” The proposed design features variations of paint color to break up stucco masses. Furthermore, the undulating perimeter walls help to break up the building massing and allow for color changes. Architectural treatments extend to all sides for the buildings, including rear facades oriented toward Tangerine Road, shown in the image below.    Screening: “Building design and screening strategies shall be implemented to conceal the view of loading areas, refuse enclosures, mechanical equipment, appurtenance, and utilities from adjacent public streets and neighborhoods.” The proposed architecture utilizes the parapets to conceal rooftop mechanical equipment from public view. The applicant has conducted viewshed analysis from various vantage points along Tanergine Road and the Catalina Shadows neighborhood to the south, to ensure mechanical equipment will not be visible. The proposed design has accomplished screening mechanical equipment with the use of parapets, varying rooflines, and building orientation.  Additionally, per the MACP standards, rooftop mechanical equipment visible from public view can be concealed on all five-sides using the screening shown in the image at right. This means mechanical equipment can be screened on the top in addition to all four sides. Five-sided screening was used to screen mechanical equipment on buildings along Tangerine Road, such as Walmart. The image below illustrates the MACP screening standards for five-sides with an aerial image of the Walmart roofline. Additionally, a diagram from the applicant's viewshed analysis is also included in the illustration below; the full analysis is included in Attachment 1. Findings from the analysis indicate the building design and orientation will provide sufficient screening from public view.  analysis indicate the building design and orientation will provide sufficient screening from public view.     The proposed design also addressed screening of trash enclosures, as shown in the applicant's rendering at right. Per Town standards, a 6’-0” high masonry screening wall and metal gate are used to discreetly hide the trash area while maintaining a visually pleasing design.  PUBLIC PARTICIPATION Public notice has been provided as follows:   Posting at Town Hall Posting on the Town's websites All affected Homeowners Associations SUMMARY AND RECOMMENDATION In summary, the applicant is requesting approval of the proposed architecture for the HSL Encantada luxury apartments at Oro Valley Marketplace. The request is consistent with the Oro Valley Marketplace Master Architecture Concept Plan (MACP) and all applicable zoning requirements. The Planning and Zoning Commission recommended approval of the proposed architecture with the condition included in Attachment 2 to update the Oro Valley Marketplace Master Architecture Concept Plan to include the proposed design for apartments prior to issuance of building permits. FISCAL IMPACT: N/A SUGGESTED MOTION: Town Council may wish to consider one of the following motions: I MOVE to APPROVE the proposed update to the Master Architectural Concept Plan and site architecture for HSL Encantada luxury apartments, subject to the condition listed in Attachment 2, based on a finding the request is in conformance with the Oro Valley Marketplace Master Architectural Concept Plan, and the Design Principles and Standards of the Oro Valley Zoning Code. OR I MOVE to DENY the proposed update to the Master Architectural Concept Plan and site architecture for HSL Encantada luxury apartments based on the finding that ________________. Attachments Attachment 1 - HSL Encantada at Oro Valley Marketplace Proposed Architecture  Attachment 2 - Conditions of Approval  Attachment 3 - OVVC_CSP_1.4.23 master development plan  Attachment 3 - OVVC_CSP_1.4.23 master development plan  Attachment 4 - OV Marketplace Master Architecture Concept Plan Revised  dateASSOCIATES LTDARCHITECTS AIA7350 EAST SPEEDWAY 210TUCSON, ARIZONA 85710(520) 326-3700www.swaimaia.com3/14/2025 9:39:34 AMAutodesk Docs://HSL Encantada Oro Valley MarketPlace/2415_R25_EOM_Clubhouse.rvtHSL ENCANTADA MARKETPLACELUXURY APARTMENT HOMES03.06.25CLUBHOUSEORO VALLEY, ARIZONAeast elevationnorth elevationwest elevationsouth elevation 37'-6 3/8"37'-11 3/4"36'-5 1/8"36'-5 1/8"37'-3 3/4"BIG STONE BEACH DE6132RUSTIC TAUPE DE6129S'MORES DE6111VISTOSO STONEM.C.A. OLD SAGUARO BLENDIRON RIVER DEA176dateswamASSOCIATES LTDARCHITECTS AIA7350 EAST SPEEDWAY 210TUCSON, ARIZONA 85710(520) 326-3700www.swaimaia.comI3/7/2025 1:35:35 PMAutodesk Docs://HSL Encantada Oro Valley MarketPlace/2415_R25_EOM_Building B.rvtHSL ENCANTADA O.V. MARKETPLACELUXURY APARTMENT HOMES03.06.25BUILDING TYPE BORO VALLEY, ARIZONAelevation Delevation Celevation Belevation A 26'-8 5/16"27'-4 5/16"25'-10"26'-9 5/16"BIG STONE BEACH DE6132RUSTIC TAUPE DE6129S'MORES DE6111VISTOSO STONEM.C.A. OLD SAGUARO BLENDIRON RIVER DEA176dateswa mASSOCIATES LTDARCHITECTS AIA7350 EAST SPEEDWAY 210TUCSON, ARIZONA 85710(520) 326-3700www.swaimaia.comI3/6/2025 1:59:37 PMAutodesk Docs://HSL Encantada Oro Valley MarketPlace/2415_R25_EOM_Building A.rvtHSL ENCANTADA MARKETPLACELUXURY APARTMENT HOMES01.17.25BUILDING TYPE AORO VALLEY, ARIZONAelevation Aelevation Belevation Celevation Ddate03.06.25 BIG STONE BEACH DE6132RUSTIC TAUPE DE6129 S'MORES DE6111 VISTOSO STONE M.C.A. OLD SAGUARO BLEND date swa m ASSOCIATES LTD ARCHITECTS AIA 7350 EAST SPEEDWAY 210 TUCSON, ARIZONA 85710 (520) 326-3700 www.swaimaia.com I 1/15/2025 5:18:39 PMAutodesk Docs://HSL Encantada Oro Valley MarketPlace/2415_R25_ EOM_Maintenance Building.rvtHSL ENCANTADA OV MARKETPLACE LUXURY APARTMENT HOMES 01.17.25 MAINTENANCE BUILDING ORO VALLEY, ARIZONA elevation A elevation B elevation C elevation D SITE WALLS &HARVEST BROWN SPLIT FACE CMUBIG STONE BEACH DE6132RUSTIC TAUPE DE6129 S'MORES DE6111 VISTOSO STONE M.C.A. OLD SAGUARO BLENDIRON RIVER DEA176 b d c a 17'-4"4'-0"4'-0"8'-0" 12'-0"12'-1"b d c a typical dumpster enlosure dumpster enclosure - elevation a dumpster enclosure - elevation b dumpster enclosure - elevation c dumpster enclosure - elevation d perimeter site fencing typical vehicle entry gate 03.06.25 dateASSOCIATES LTDARCHITECTS AIA7350 EAST SPEEDWAY 210TUCSON, ARIZONA 85710(520) 326-3700www.swaimaia.com3/14/2025 10:26:07 AMAutodesk Docs://HSL Encantada Oro Valley MarketPlace/2415_R25_EOM_Clubhouse.rvtHSL ENCANTADA MARKETPLACELUXURY APARTMENT HOMES03.06.25CLUBHOUSEORO VALLEY, ARIZONARUSTIC TAUPE DE6129BIG STONE BEACH DE6132BIG STONE BEACH DE6132S'MORES DE6111WEATHERED BROWN DEC756VISTOSO STONEM.C.A. OLD SAGUARO BLENDWOOD LOOK SYSTEMSOFFIT AT ENTRYROOF COATING BIG STONE BEACH DE6132RUSTIC TAUPE DE6129S'MORES DE6111VISTOSO STONEM.C.A. OLD SAGUARO BLENDIRON RIVER DEA176dateswa mASSOCIATES LTDARCHITECTS AIA7350 EAST SPEEDWAY 210TUCSON, ARIZONA 85710(520) 326-3700www.swaimaia.comI3/7/2025 1:37:39 PMAutodesk Docs://HSL Encantada Oro Valley MarketPlace/2415_R25_EOM_Building B.rvtHSL ENCANTADA O.V. MARKETPLACELUXURY APARTMENT HOMES03.06.25BUILDING TYPE BORO VALLEY, ARIZONA BIG STONE BEACH DE6132RUSTIC TAUPE DE6129S'MORES DE6111VISTOSO STONEM.C.A. OLD SAGUARO BLENDIRON RIVER DEA176dateswamASSOCIATES LTDARCHITECTS AIA7350 EAST SPEEDWAY 210TUCSON, ARIZONA 85710(520) 326-3700www.swaimaia.comI3/6/2025 1:59:13 PMAutodesk Docs://HSL Encantada Oro Valley MarketPlace/2415_R25_EOM_Building A.rvtHSL ENCANTADA MARKETPLACELUXURY APARTMENT HOMES01.17.25BUILDING TYPE AORO VALLEY, ARIZONAdate03.06.25 BIG STONE BEACH DE6132RUSTIC TAUPE DE6129 S'MORES DE6111 VISTOSO STONE M.C.A. OLD SAGUARO BLEND date swa m ASSOCIATES LTD ARCHITECTS AIA 7350 EAST SPEEDWAY 210 TUCSON, ARIZONA 85710 (520) 326-3700 www.swaimaia.com I 1/15/2025 5:18:35 PMAutodesk Docs://HSL Encantada Oro Valley MarketPlace/2415_R25_ EOM_Maintenance Building.rvtHSL ENCANTADA OV MARKETPLACE LUXURY APARTMENT HOMES 01.17.25 MAINTENANCE BUILDING ORO VALLEY, ARIZONA STOP STOP 801 2690.99 802 2697.28 804 2676.71 805 2677.64 STOPSTOPSTOP+12" +12" +18" +42" +36" +14"+18" +14"+18" +36" 922'-2"19'-6"5'-0"38'-0"BUILDING #11BUILDING #6BUILDING #7BUILDING #5 CLUBHOUSE mechanical shown in magenta color for reference line of site from vantage point 363'-2"5'-0"26'-4"17'-6"BUILDING #5BUILDING #6BUILDING #4 line of sight from vantage pointmechanical shown in magenta for reference 44'-0"5'-0"1639'-7"26'-9"BUILDING #1BUILDING #3BUILDING #4BUILDING #5BUILDING #8 mechanical shown in magenta color for reference line of sight from vantage point 3 a5.0 3 a5.0 2 a5.0 2 a5.0 4 a5.0 4 a5.0 location 3 elevation 2694' +19' above closest FFE location 2 elevation 2695' +17' above closest FFE 345'-4"923'-3"location 1 elevation 2724' +44' above closest FFE TANGERINE RD.N. INOVATION PARKWAYN. CENTAURUS PL.N. METEOR PL.N. L A B Y RIT H P L. A1 B2 B3 B4 A5 B6 B7 B8 B9 B10 B11 B12 B13 B14 job date revisions ASSOCIATES LTD ARCHITECTS AIA 7350 EAST SPEEDWAY 210 TUCSON, ARIZONA 85710 (520) 326-3700 www.swaimaia.com 3/7/2025 1:16:34 PMAutodesk Docs://HSL Encantada Oro Valley MarketPlace/2415_R25_ EOM_Site Plan_CF.rvtsite viewshed sectionsHSL ENCANTADA MARKETPLACE2415 03.06.25 LUXURY APARTMENT HOMESCOMMON AREASORO VALLEY, ARIZONAa5.0 PRELIMINARYNOTF O RCONS T R U C TION1" = 40'-0"a5.0 3 offsite view section 3 -catalina shadows 1" = 40'-0"a5.0 2 offsite view section 2 -intersection 1" = 40'-0"a5.0 4 offsite view section 1 -bridge north1" = 100'-0"a5.0 1 site plan viewshed ENCANTADA AT VILLAGE CENTER APARTMENTS:VIEWSHED KEY MAP Inc. TheWLBGroupInc. TheWLBGroup ENCANTADA AT VILLAGE CENTER: VIEWSHED SIMULATION 1 Inc. TheWLBGroupInc. heWLBGroup APARTMENTS ENCANTADA AT VILLAGE CENTER: VIEWSHED SIMULATION 3 Inc. TheWLBGroupInc. TheWLBGroup APARTMENTS ENCANTADA AT VILLAGE CENTER: VIEWSHED SIMULATION 2 Inc. TheWLBGroupInc. heWLBGroup APARTMENTS ASSOCIATES LTD ARCHITECTS AIA date HSL ENCANTADA MARKETPLACE 11/08/2024 CLUBHOUSE ORO VALLEY, ARIZONA materials 01.17.25 STUCCO DEC 776 Courtyard Green LRV 25 ROOF TILE Old Saguaro Blend, MCA STUCCO DE6129 Rustic Taupe LRV 47 STUCCO DE 6111 S'More LRV 23 STUCCO DE 6132 Big Stone Beach LRV 16 STEEL FENCES, TRIM & STUCCO ACCENTS DEA 176 Iron River LRV 8 STONE VENEER Vistoso Stone SITE WALLS Harvest Brown, Split Face Concrete Masonry TRIM & STUCCO ACCENTS DEC 756 Weathered Brown LRV 8 CLUBHOUSE ONLY FINISHES ENTRY SOFFIT Wood-look system 03.06.25OV# 2500097 LOW SLOPE ROOFS Roof Coating LRV 37 Proposed Architecture the HSL Encantada Luxury Apartment Homes Located Within The Oro Valley Marketplace (2500097) Attachment 1 – Conditions of Approval 1. The Oro Valley Marketplace Master Architecture Concept Plan must be updated to include design standards and guidelines for apartments prior to the issuance of building permits. STOPSTOPONLYBIG WASH(PIMA COUNTY)DKT.11864, PG. 756ORO VALLEYMARKETPLACEBK. 64, PG. 42ZONING=PADE. TANGERINE ROAD (PUBLIC)(DKT.548, P G . 3 8 5 ) N. ORACL E R O A D - S T A T E R O U T E 7 7 NEW R I G H T - O F - W A Y L I N E ORO VALL E Y PIMA COUN T Y TOWN LIMITS653132SECTION CORNERT11ST12SPARCEL TO BE ACQUIREDFROM TOWN OF ORO VALLEYPARCEL TO BE ACQUIREDFROM ADOTEXISTING PROJECT BOUNDARYEXISTING PROJECT BOUNDARYEXISTINGPROJECTBOUNDARYEXISTINGPROJECTBOUNDARYEXISTING PROJECT BOUNDARYPARCEL TO BEACQUIREDFROM ADOTDEVELOPMENT AREA-2BOUNDARYDEVELOPMENT AREA-3BOUNDARYDEVELOPMENT AREA-3BOUNDARYBIG WASH(PIMA COUNTY)DKT.11864, PG. 756DEVELOPMENT AREA-4BOUNDARYPARCEL TO BE ACQUIREDFROM TOWN OF ORO VALLEYDEVELOPMENT AREA-1DEVELOPMENT AREA-1BOUNDARYDEVELOPMENT AREA-3PARCEL TO BEACQUIREDFROM ADOTDEVELOPMENT AREA-2(BK.64, PG. 42)SOUTHERNDEVELOPMENTAREA(DKT. 9240, PG. 322)EXISTING PROJECT BOUNDARYDEVELOPMENT AREA-4VILLAGE CENTER DRIVE(FORMERLY N. WATERHARVEST WAY (PRIVATE))SHEET INDEX0'600'400'200'PROJECT OVERVIEWSCALE: 1"=200'1"=200'ORO VALLEY VILLAGE CENTERMASTER DEVELOPMENT PLAN/CONCEPTUAL SITE AND LANDSCAPE PLAN LEGENDEXIST. MAJOR CONTOURPROJECT BOUNDARYEXIST. PAVEMENTEXIST. SEWERLINE & MANHOLEEXIST. WATERLINE & VALVEEXIST. STORM DRAINPROPOSED 100-YEAR FLOOD LIMITSSECTION OR 1/4 SECTION CORNERMATCH LINELOCATION MAPA PORTION OF SEC. 31, & 32 T11S R14E AND PIMA COUNTY, ARIZONA G&SRM, TOWN OF ORO VALLEY,RIGHT-OF-WAYFACE OF CURBUNSUBDIVIDEDBK.37(M&P), PG.71 PADCATALINA SHADOWS ESTATESTANGERINE ROAD3" = 1 MILET11ST12SBIG WASH BK 51(M&P), PG 011DESERT SPRINGSSTATE PARKCANADA DEL ORO WASHNEIGHBORHOOD 4316532CATALINAORA C L E R O A D RANCHOVISTOSO BLVD.NEIGHBORHOOD 331302932UNSUBDIVIDEDR14ECOMMERCIAL CENTERNEIGHBORHOOD 2A PORTION OF SEC. 5 T12S R14E,PIMA COUNTYBIG WASHORO VALLEY LIMITS PARK D R INNOVATIONEXISTING EASEMENT KEYNOTEREFUSE ENCLOSURE W/ SELF CLOSING & SELFLATCHING STEEL GATESSEE PLANS FOR LOCATIONORO VALLEY TOWN LIMITS(ACCESS)HANDICAPPED RAMPBK.45, PG.48PALISADES POINTER1-36R1-144 RV PADRV PADPC/COT STD 207R.V. PADRIP-RAP SLOPETHIS PROJECTS7EXIST. MINOR CONTOURAREA OF REVISION BOUNDARYEXISTING 100-YEAR FLOOD LIMITSEXISTING RETAINING WALLEXISTING BUILDINGPROPOSED BUILDINGGENERAL NOTES1.THE OVERALL GROSS AREA OF THIS DEVELOPMENT IS 121.2 ACRES. THIS CONCEPTUAL SITE PLAN IS SPECIFIC TO THE FOLLOWING AREAS WITHINTHE DEVELOPMENT:DEVELOPMENT AREA 1: 12.4± ACRES.DEVELOPMENT AREA 2: 3.6± ACRES.DEVELOPMENT AREA 3: 11.6± ACRES (IF ADDITIONAL PARKING AREA IS UTILIZED THEN DEVELOPMENT AREA 3 WILL BE 18.1± ACRES).DEVELOPMENT AREA 4: 12.3± ACRES.2.THE PROPOSED USES FOR THE DEVELOPMENT AREAS AREA AS FOLLOWS:DEVELOPMENT AREA 1: APARTMENTS (248± UNITS).DEVELOPMENT AREA 2: HOTEL (128± ROOMS) AND COMMERCIAL (IDENTIFIED AS OPTION 2A) AND APARTMENTS (72± UNITS) (IDENTIFIED AS OPTION 2B).DEVELOPMENT AREA 3: ENTERTAINMENT DISTRICT, INCLUDING COMMERCIAL AND/OR HOTEL OR APARTMENTS.DEVELOPMENT AREA 4: APARTMENTS (152± UNITS), HOTEL (112± ROOMS) AND COMMERCIAL.3.TOTAL LENGTH OF NEW PUBLIC STREETS IS 0.00 MILES.4.TOTAL LENGTH OF NEW PRIVATE STREETS IS 0.00 MILES.5.ASSURANCES FOR WATER SERVICE, SITE STABILIZATION AND LANDSCAPING MUST BE POSTED PRIOR TO THE ISSUANCE OF GRADING PERMITS.PLANNING GENERAL NOTES1.THE MAXIMUM BUILDING HEIGHT IS 39 FEET OR 3 STORIES WITH THE FOLLOWING EXCEPTIONS:A.THE MAXIMUM BUILDING HEIGHT FOR HOTEL USES IS 49 FEET (OR 4 STORIES). HOTELS ARE ONLY PERMITTED IN DEVELOPMENT AREAS 2,3 AND 4.B.THE MAXIMUM BUILDING HEIGHT FOR THE MIXED-USE BUILDING IN DEVELOPMENT AREA 3 IS 49 FEET (4 STORIES).2.BUILDING SETBACKS: NEIGHBORHOOD #4 WILL COMPLY WITH THE REGIONAL COMMERCIAL (C-2) ZONE BUILDING SETBACK REQUIREMENTS ONTHE PERIMETER OF THE PROJECT ONLY.3.COMMON AREAS SHALL BE OWNED AND MAINTAINED BY THE ORO VALLEY VILLAGE CENTER.4.EXISTING ZONING IS RANCHO VISTOSO PAD C-2.5.OPEN SPACE REQUIRED: 7.4 ACRES (30% OF THE DEVELOPMENT AREA 1 AND APARTMENT PORTION OF 4 TOTALS 24.4 ACRES).6.OPEN SPACE PROVIDED: 8.4 ACRES (SEE PAD AMENDMENT FOR OPEN SPACE CALCULATIONS).7.REQUIRED PARKING: REQUIRED PARKING CALCULATIONS ON SHEET 6 ARE BASED ON SHARED USE PARKING PRINCIPALS.8.REFER TO PREVIOUS CONDITIONS OF APPROVAL AS SHOWN ON APPROVED PRELIMINARY PLAT/DEVELOPMENT PLAN, BOOK 30, PAGE 43.9.ALL SIGNAGE AND LIGHTING TO BE ADDRESSED AS PART OF SEPARATE REVIEW AND APPROVAL PROCESS.10.BUFFERYARD TYPES: 30' BUFFERYARD "B" ADJACENT TO TANGERINE ROAD AND ORACLE ROAD, EXCEPT AS MODIFIED BY THE PROPOSEDNEIGHBORHOOD 4 POLICIES AS PART OF THE REQUESTED RANCHO VISTOSO PAD AMENDMENT.11.THE PERMITTED USES FOR THIS PROJECT ARE AS PER THE C-2 COMMERCIAL ZONING DISTRICT IN THE ORO VALLEY ZONING CODE AND THEPROPOSED NEIGHBORHOOD 4 POLICIES AS PART OF THE REQUESTED RANCHO VISTOSO PAD AMENDMENT. THIS PROJECT WILL UTILIZE THE MIXEDUSE ESLO FLEXIBLE DESIGN OPTION.12.PROPERTY IS SUBJECT TO TANGERINE AND ORACLE ROAD SCENIC CORRIDOR STANDARDS EXCEPTIONS AS NOTED IN RESPECTIVENOTES.13.EVALUATION AND ELIMINATION OF GAPS IN PEDESTRIAN SERVING LIGHTING ALONG THE PEDESTRIAN ROUTE LEADINGFROM THE TANGERINE APARTMENTS AND ALONG THE BUILDING FRONTAGES ADJACENT TO TANGERINE ROAD TO THEENTERTAINMENT DISTRICT PURSUANT TO CONDITION C3 SHALL BE EVALUATED AT THE TIME OF BUILDING PERMIT FORTHE BUILDINGS ALONG THAT PEDESTRIAN ROUTE. 14.COMPLIANCE WITH THE LIGHTING IN CONDITION C4 RELATED TO THE ENTERTAINMENT DISTRICT SHALL BE EVALUATED ATTHE TIME OF PERMIT FOR AMENITIES IN THE ENTERTAINMENT DISTRICT. MULTI-USE PATH LIGHTING SHALL BEEVALUATED AT THE TIME OF THE TANGERINE ROAD APARTMENTS BUILDING PERMIT. LIGHTING SOUTH OF THETANGERINE ROAD APARTMENTS SHALL BE PROVIDED AS PART OF THE BUILDING LIGHTING. LIGHTING ALONG THEMULTI-USE PATH LEADING TO THE DEVELOPMENT AREA SOUTH OF VILLAGE CENTER DRIVE (FORMERLY KNOWN ASWATER HARVEST WAY) SHALL BE PROVIDED, TO THE EXTENT FEASIBLE, BY EXISTING STREET LIGHTING.ENGINEERING GENERAL NOTES1.THE DESIGN VEHICLE FOR THIS PROJECT IS A SU-30. THE DESIGN SPEED FOR THIS PROJECT IS 25 MPH.2.ALL NEW ROADS WITHIN AND ADJACENT TO THIS PROJECT WILL BE CONSTRUCTED IN ACCORDANCE WITH APPROVED PLANS. SEPARATE PUBLICIMPROVEMENT AND CONSTRUCTION PLANS WILL BE SUBMITTED TO THE TOWN ENGINEER'S OFFICE FOR REVIEW AND APPROVAL.3.ANY RELOCATION OR MODIFICATION OF EXISTING UTILITIES AND/OR PUBLIC IMPROVEMENTS NECESSITATED BY THE PROPOSED DEVELOPMENT WILLBE AT NO EXPENSE TO THE PUBLIC.DRAINAGE GENERAL NOTES1.DEVELOPER WILL COVENANT TO HOLD THE TOWN OF ORO VALLEY, ITS SUCCESSORS AND ASSIGNS, HARMLESS IN THE EVENT OF FLOODING.2.DRAINAGE WILL NOT BE ALTERED, DISTURBED, OR OBSTRUCTED WITHOUT THE APPROVAL OF THE ORO VALLEY TOWN COUNCIL.3.DRAINAGE STRUCTURES MUST BE CONSTRUCTED AND INSTALLED ACCORDING TO TOWN STANDARDS AND PAID FOR BY THE DEVELOPER.4.ALL DRAINAGE STRUCTURES MUST BE DESIGNED TO CONVEY A 100 YR FLOW.5.ALL DRAINAGE FACILITIES WILL BE CONSTRUCTED ACCORDING TO APPROVED PLANS PRIOR TO THE ISSUANCE OF ANY CERTIFICATES OFOCCUPANCY FROM THE BUILDING OFFICIAL FOR ALL AFFECTED BUILDINGS.6.THE DEVELOPER WILL ACCEPT RESPONSIBILITY FOR MAINTENANCE, CONTROL, SAFETY AND LIABILITY OF PRIVATE DRAINAGEWAYS, DRAINAGEEASEMENTS, AND COMMON AREAS.ORO VALLEY WATER GENERAL NOTES1.THIS DEVELOPMENT MUST COMPLY WITH THE ORO VALLEY WATER UTILITY SPECIFICATIONS MANUAL DURING ALL PHASES OF CONSTRUCTION.2.THIS PROJECT WILL BE SERVED BY ORO VALLEY WATER UTILITY WHICH HAS BEEN DESIGNATED AS HAVING AN ASSURED 100 YEAR WATER SUPPLYBY THE DIRECTOR OF WATER RESOURCES. ANY AND ALL WELLS MUST BE ABANDONED PER ADWR REGULATIONS.3.A LINE EXTENSION AGREEMENT FOR THIS PROJECT MUST BE IN PLACE PRIOR TO ANY WORK ON THE WATER INFRASTRUCTURE.4.WATER INFRASTRUCTURE SHOWN IS NOT NECESSARILY THE FINAL DESIGN. A SEPARATE WATER IMPROVEMENT PLAN MUST BE SUBMITTED TO OROVALLEY WATER UTILITY FOR REVIEW AND APPROVAL.5.SEE SHEET 7 FOR PRELIMINARY WATER LAYOUT FOR DEVELOPMENT AREA 1 AND PROPOSED POINTS OF CONNECTION. PROPOSEDWATER LINE BETWEEN BUILDING 7 AND POOL TO BE INSTALLED PER TUCSON WATER SD-800.6.WASTEWATER GENERAL NOTES1.PROJECT IS IN CONFORMANCE WITH SECTION J, WASTEWATER, OF THE PIMA COUNTYDEVELOPMENT PLAN REQUIREMENTS AS REFERENCED IN 18.71.030.A.GENERAL UTILITY NOTES1.SHOULD AN EASEMENT BE IN CONFLICT WITH ANY PROPOSED BUILDING LOCATION, VACATIONOF THE EASEMENT IS TO OCCUR PRIOR TO ISSUANCE BUILDING PERMITS.GOLDER RANCH FIRE GENERAL NOTES1.FIRE HYDRANTS CONNECTED TO AN APPROVED WATER SUPPLY OF 1500 GPM FOR FIREPROTECTION MUST BE INSTALLED AND IN SERVICE PRIOR TO COMBUSTIBLE MATERIALDELIVERY TO THE SITE. TEMPORARY CONSTRUCTION OFFICE TRAILERS ARECONSIDERED COMBUSTIBLE MATERIAL.2.APPROVED FIRE APPARATUS ACCESS ROADS MUST BE INSTALLED AND IN SERVICEPRIOR TO COMBUSTIBLE MATERIAL DELIVERY TO THE SITE.3.APPROVED AUTOMATIC SPRINKLER SYSTEMS SHALL BE PROVIDED THROUGHOUT ALLONE-AND TWO-FAMILY DWELLINGS AND TOWNHOUSES WHICH EXCEED 3,600 SQUAREFEET IN FIRE-FLOW CALCULATION AREA. APPROVED AUTOMATIC SPRINKLER SYSTEMSSHALL BE PROVIDED THROUGHOUT ALL ONE- AND TWO-FAMILY DWELLINGS ANDTOWNHOUSES USED AS MODEL HOMES WITH SALES OR CONSTRUCTION OFFICES.EXCEPTION: GROUP R-3 OCCUPANCIES ARE NOT REQUIRED TO INSTALL AUTOMATICSPRINKLER SYSTEMS WHEN ALL OF THE FOLLOWING EXIST:1.GROUP R-3 OCCUPANCIES PROVIDING THE REQUIRED FIRE FLOW IN ACCORDANCE WITHSECTION B105 AND TABLES B105.1 (1) AND B105.1 (2).2.GROUP R-3 OCCUPANCIES WITHIN 600 FEET (182.880M) OF FIRE HYDRANTS CAPABLE OFSUPPLYING THE REQUIRED FIRE FLOW.3.GROUP R-3 OCCUPANCIES IN COMPLIANCE WITH SECTION D106 AND D107.4.TEMPORARY STREET SIGNS MUST BE INSTALLED AT EACH STREET INTERSECTIONWHEN CONSTRUCTION OF NEW ROADWAYS ALLOWS PASSAGE OF VEHICLES. ALLSTRUCTURES UNDER CONSTRUCTION MUST BE CLEARLY IDENTIFIED WITH ANAPPROVED ADDRESS.PERMITTING DIVISION-BUILDING CODESTHE FOLLOWING CODES AND STANDARDS SHALL BE APPLICABLE TO THIS DEVELOPMENT:·INTERNATIONAL CODES WITH LOCAL AMENDMENTS·NATIONAL ELECTRIC CODE·ADA STANDARDS FOR ACCESSIBLE DESIGN·ORO VALLEY POOL CODE·PC/COT STANDARD SPECIFICATIONS AND DETAILS FOR PUBLIC IMPROVEMENTS·TOWN OF ORO VALLEY DRAINAGE CRITERIA MANUAL·TOWN OF ORO VALLEY SUBDIVISION STREET STANDARDS AND POLICIES MANUAL·TOWN OF ORO VALLEY ZONING CODE, CURRENT REVISED·ORO VALLEY TOWN CODE, CURRENT REVISEDOWNER/DEVELOPERTOWN WEST555 E. RIVER ROADSUITE 201TUCSON, AZ 85704(520) 615-7707ATTN: JIM HORVATHJIM@TOWNWESTREALTY.COMENGINEERTHE WLB GROUP, INC.4444 E. BROADWAY BLVD. TUCSON, AZ 85711(520) 881-7480ATTN: DAVID LITTLE, P.E.DLITTLE@WLBGROUP.COMCASE #20013001COVER SHEETPEDESTRIAN PATH/SIDEWALK (PLEASEREFERENCE SHEET 5 FOR OVERALLSIDEWALK/PATH NETWORK DEPICTIONS.)FLOW DIRECTION1.COVER SHEET2.OVERALL SITE PLAN3.PROPOSED LAND USES PER DEVELOPMENT AREA4.PROPOSED LAND USE OPTIONS FOR DEVELOPMENT AREA 25.PEDESTRIAN AND BICYCLE CONNECTIVITY AND SETBACKS6.OVERALL PARKING LAYOUT7.DEVELOPMENT AREA 1 - APARTMENTSDEVELOPMENT AREA 2 - HOTEL AND COMMERCIAL (OPTION 2A)8.DEVELOPMENT AREA 1 - APARTMENTSDEVELOPMENT AREA 2 - APARTMENTS (OPTION 2B)9.DEVELOPMENT AREA 3 - NORTH ENTERTAINMENT DISTRICT10.DEVELOPMENT AREA 3 - SOUTH ENTERTAINMENT DISTRICT11.DEVELOPMENT AREA 4 - APARTMENTS, HOTEL AND COMMERCIAL12.SOUTHERN DEVELOPMENT AREAQ:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\1_OVVC_CSP A_Cover Sht..dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLAN STOPSTOPONLYBIG WASH(PIMA COUNTY)DKT.11864, PG. 756ORO VALLEYMARKETPLACEBK. 64, PG. 42ZONING=PADNEW R-O-W LINEE. TANGERINE ROAD (PUBLIC)(DKT. 9240, PG. 322)(DKT.548, P G . 3 8 5 ) N. ORAC L E R O A D - S T A T E R O U T E 7 7 NEW R I G H T - O F - W A Y L I N E ORO VALL E Y PIMA COU N T Y ORO VALLEYTOWN LIMITS653132SECTION CORNERT11ST12SPARCEL TO BE ACQUIREDFROM TOWN OF ORO VALLEYFOR DEVELOPMENT AREA-1PARCEL TO BE ACQUIREDFROM ADOTFOR DEVELOPMENT AREA-1PARCEL TO BE ACQUIREDFROM TOWN OF ORO VALLEYPARCEL TO BE ACQUIREDFROM ADOTFOR DEVELOPMENT AREA-2S88°32'46"W 577.31'N0°00'00"E 129.22'L=1499.21, R=2741.61, D=12.31N88°32'46"E 325.44'N1°11'30"E 203.44'S88°32'46"W 325.44'S1°11'30"W 203.44'N89°30'07"W 466.11'S1°11'30"W 184.07' N1°11'05"E 118.45'EXISTING PROJECT BOUNDARYEXISTING PROJECT BOUNDARYEXISTINGPROJECTBOUNDARYEXISTINGPROJECTBOUNDARYAREA=±2.4 ACAREA=±1.5 ACEXISTING PROJECT BOUNDARYPARCEL TO BE ACQUIREDFROM ADOTAREA=±11.9 ACDEVELOPMENT AREA-2BOUNDARYDEVELOPMENT AREA-1BOUNDARYDEVELOPMENT AREA-3BOUNDARYDEVELOPMENT AREA-3BOUNDARYDEVELOPMENT AREA-4BOUNDARYEXISTING PROJECT BOUNDARY75'AREA=±1.6 ACN82°29'56"E 471.51'BIG WASHRECONSTRUCTION AREA77 ACRESLOTS 1 THRU 8, & C.A. "A" OFBK. 64, PG. 42ORO VALLEY MARKET PLACEDEVELOPMENT AREA-1DEVELOPMENT AREA-2LOTS 9 & 10 OFBK. 64, PG. 42ORO VALLEY MARKET PLACEAREA=±3.6 ACAREA=±12.4 ACA PORTION OF LOTS 16 & 17BK. 64, PG. 42ORO VALLEY MARKET PLACEDEVELOPMENT AREA-3AND COMMON AREA "A" OFAREA =±18.1 ACDEVELOPMENT AREA-3BOUNDARYLOTS 20 & 21 OFBK. 64, PG. 42ORO VALLEY MARKET PLACEDEVELOPMENT AREA-4AREA=±12.3 ACBIG WASH(PIMA COUNTY)DKT.11864, PG. 756LOT 24BK. 64, PG. 42ORO VALLEY MARKET PLACEAREA=±.5 ACLOT3 25, 26, & 27BK. 64, PG. 42ORO VALLEY MARKET PLACEAREA=±8.3 ACSOUTHERN DEVELOPMENT AREA(BK.64, PG. 42)VILLAGE CENTER DRIVE(FORMERLY N. WATER HARVESTWAY (PRIVATE))LOT 27LOT 28(DKT.548, P G . 3 8 5 ) N. ORACL E R O A D - S T A T E R O U T E 7 70'450'300'150'1"=150'2OVERALL SITE PLANMATCHLINE. SEE LEFT VIEW.MATCHLINE. SEE RIGHT VIEW.Q:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\2_OVVC_CSP_OVERALL SITE PLAN.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLANREZONING CONDITIONSITEM B - REQUEST TO USE THE ESL MIXED-USE FLEXIBLE DESIGN OPTION1.TRANSFER OF OWNERSHIP FROM ARIZONA DEPARTMENT OF TRANSPORTATION AND THE TOWN OF OROVALLEY TO PARTIES AFFILIATED WITH ORO VALLEY MARKETPLACE MUST BE ACCOMPLISHED PRIOR TOISSUANCE OF ANY BUILDING OR GRADING PERMITS IN AREAS WHERE DEVELOPMENT IS PLANNED WITHINEXISTING PUBLIC RIGHTS-OF-WAY.ITEM C - PLANNED AREA DEVELOPMENT (PAD) AMENDMENT1.TRANSFER OF OWNERSHIP FROM ARIZONA DEPARTMENT OF TRANSPORTATION AND THE TOWN OF OROVALLEY TO PARTIES AFFILIATED WITH ORO VALLEY MARKETPLACE MUST BE ACCOMPLISHED PRIOR TOISSUANCE OF ANY BUILDING OR GRADING PERMITS IN AREAS WHERE DEVELOPMENT IS PLANNED WITHINEXISTING PUBLIC RIGHTS-OF-WAY.2.EVALUATE AND ELIMINATE GAPS IN PEDESTRIAN SERVING LIGHTING ALONG THE PEDESTRIAN ROUTELEADING FROM THE TANGERINE APARTMENTS AND ALONG THE BUILDING FRONTAGES ADJACENT TOTANGERINE ROAD TO THE ENTERTAINMENT DISTRICT IN ORDER TO ENSURE A CONTINUOUS LEVEL OFSAFETY.3.PEDESTRIAN LEVEL SAFETY LIGHTING MUST BE INSTALLED WITHIN THE ENTERTAINMENT DISTRICT ANDALONG THE CDO MULTI-USE PATH IN ACCORDANCE WITH ORO VALLEY CODE AND CURRENT IESNASTANDARDS TO ENSURE ACCEPTABLE LEVELS, DISTRIBUTION AND TYPE OF LIGHTING AS DETERMINED BYTHE PLANNING AND ZONING ADMINISTRATOR AND TOWN ENGINEER. AT A MINIMUM, THE CDO MULTI-USEPATH PEDESTRIAN LEVEL LIGHTING MUST BE PROVIDED CONTINUOUSLY ALONG THE SOUTH SIDE OF THETANGERINE APARTMENTS TO THE CONNECTING PEDESTRIAN PATH LEADING TO THE DEVELOPMENT AREASOUTH OF VILLAGE CENTER DRIVE(FORMERLY WATER HARVEST WAY).4.SIGNIFICANT CHANGES, AS DETERMINED BY THE PZA, TO THE PROPOSED RECREATION AREAS USED TOMEET ZONING REQUIREMENTS MUST BE RECONSIDERED BY TOWN COUNCIL.5.APARTMENTS ARE LOCATION SPECIFIC, AS SHOWN ON THE ASSOCIATED MASTER DEVELOPMENT PLAN6.ALL STRUCTURES ASSOCIATED WITH APARTMENT DEVELOPMENT IN AREA 1 SHALL BE 2 AND 3-STORIESAS SHOWN ON THE PLANS, AND BUILDINGS SHALL NOT BE ANY CLOSER TO TANGERINE ROAD THANCURRENTLY REPRESENTED. ALL 2-STORY MULTI-FAMILY BUILDINGS WITHIN AREA 1 SHALL BE LIMITED TO29 FEET INCLUSIVE OF ARCHITECTURAL FEATURES. ALL 3-STORY MULTI-FAMILY BUILDINGS WITHIN AREA 1SHALL BE LIMITED TO 39 FEET INCLUSIVE OF ARCHITECTURAL FEATURES.7.THE HOTEL IN DEVELOPMENT AREA 2 SHALL BE LOCATED AS SHOWN ON THE REVISED PLANS DATEDNOVEMBER 10, 2022 (SOUTH OF THE DRIVE-THROUGH RESTAURANT USE), AND THE 49 FEET PLUS 10 FEETFOR ARCHITECTURE IS ONLY PERMITTED FOR HOTEL USE.a.IF APARTMENTS ARE APPROVED FOR AREA 2, THE APARTMENTS ARE PERMITTED TO BE 3-STORIES,BUT LIMITED TO 39 FEET INCLUSIVE OF ARCHITECTURAL FEATURES AND WILL NOT BE CLOSER TOTANGERINE ROAD THAN CURRENTLY REPRESENTED.b.IF AREA 2 IS TO BE DEVELOPED WITHOUT A HOTEL OR APARTMENTS, AREA 2 CAN BERETAIL/RESTAURANT AS SHOWN ON THE APPROVED DEVELOPMENT PLAN ALONG WITH ONE DRIVETHROUGH NOT SUBJECT TO A CUP, BUT SUBJECT TO THE STAFF TRAFFIC REVIEW AS STATED IN THEPAD AMENDMENT.9.IN DEVELOPMENT AREA 4, THE 49 FEET PLUS 10 FEET FOR ARCHITECTURAL FEATURE HEIGHT ALLOWANCEIS PERMITTED FOR HOTEL USE ONLY.10.AREA 4 HOTEL IN THE PROJECT MUST RECEIVE A CERTIFICATE OF OCCUPANCY PRIOR TO THECERTIFICATE OF OCCUPANCY BEING ISSUED FOR ANY APARTMENTS IN AREA 4.11.REGARDING THE TWO BUILDINGS PROPOSED IN THE NORTHEAST PORTION OF DEVELOPMENT AREA 3,THE FOLLOWING RESTRICTIONS APPLY:a.IF ONLY RETAIL IS VIABLE, THEN RETAIL/RESTAURANT SHALL BE PERMITTED.b.IF HOTEL OR MULTI-FAMILY IS VIABLE, THEN THE BUILDING MUST HAVE RETAIL/RESTAURANT OPEN TOTHE PUBLIC WITH FIRST-FLOOR SPACE(S), WITH EITHER MULTI-FAMILY OR HOTEL PERMITTED USINGPART OF THE FIRST FLOOR AND THEN ON THE REMAINING FLOORS.c.THE 49 FEET PLUS 10 FEET FOR ARCHITECTURAL FEATURES HEIGHT ALLOWANCE IS PERMITTED FORONLY THE MIXED RETAIL/RESTAURANT AND EITHER HOTEL OR MULTI-FAMILY USE.12.THE PORTIONS OF THE ENTERTAINMENT DISTRICT AREA THAT MUST BE CONSTRUCTED IN A FORMACCEPTED BY THE TOWN AND IN PLACE PRIOR TO CERTIFICATE OF OCCUPANCY FOR ANY APARTMENTDEVELOPMENT ARE THOSE REQUIRED TO FULFILL THE TOWN CODE OPEN SPACE RECREATIONALREQUIREMENT FOR THE APARTMENTS. DEVELOPER MAY APPLY FOR AN ECONOMIC INCENTIVEAGREEMENT WITH THE TOWN TO FACILITATE THE ADDITIONAL AMENITY CONSTRUCTION WITHIN THEENTERTAINMENT DISTRICT.13.NO SENIOR CARE USES ARE PERMITTED ON THE PROPERTY.14.ARCHITECTURAL FEATURES FOR HOTEL(S) MAY COMPRISE NO MORE THAN 20% OF THE ROOFLINE ASVIEWED FROM ANY 1 SIDE, EXCEPT FOR PARAPET WALLS USED ONLY TO SCREEN MECHANICALEQUIPMENT.15.ALL AMENITIES SHOWN WITHIN THE ENTERTAINMENT DISTRICT WILL BE PART OF A SEPARATEAGREEMENT WITH THE TOWN, WHICH WILL INCLUDE PUBLIC ENGAGEMENT BY THE TOWN OF ORO VALLEYCITIZENS TO IDENTIFY THE AMENITIES PER THAT AGREEMENT.ITEM D - REVISED MASTER DEVELOPMENT PLAN/CONCEPTUAL SITE, LANDSCAPE AND RECREATION AREAPLANS16.TRANSFER OF OWNERSHIP FROM ARIZONA DEPARTMENT OF TRANSPORTATION AND THE TOWN OF OROVALLEY TO PARTIES AFFILIATED WITH ORO VALLEY MARKETPLACE MUST BE ACCOMPLISHED PRIOR TOISSUANCE OF ANY BUILDING OR GRADING PERMITS IN AREAS WHERE DEVELOPMENT IS PLANNED WITHINEXISTING PUBLIC RIGHTS-OF-WAY.17.EVALUATE AND ELIMINATE GAPS IN PEDESTRIAN SERVING LIGHTING ALONG THE PEDESTRIAN ROUTELEADING FROM THE TANGERINE APARTMENTS AND ALONG THE BUILDING FRONTAGES ADJACENT TOTANGERINE ROAD TO THE ENTERTAINMENT DISTRICT IN ORDER TO ENSURE A CONTINUOUS LEVEL OFSAFETY.18.SIGNIFICANT CHANGES, AS DETERMINED BY THE PZA, TO THE ENTERTAINMENT DISTRICT REQUIRESRECONSIDERATION BY TOWN COUNCIL.19.PEDESTRIAN LEVEL SAFETY LIGHTING MUST BE INSTALLED WITHIN THE ENTERTAINMENT DISTRICT ANDALONG THE CDO MULTI-USE PATH IN ACCORDANCE WITH ORO VALLEY CODE AND CURRENT IESNASTANDARDS TO ENSURE ACCEPTABLE LEVELS, DISTRIBUTION AND TYPE OF LIGHTING AS DETERMINED BYTHE PLANNING AND ZONING ADMINISTRATOR AND TOWN ENGINEER. AT A MINIMUM, THE CDO MULTI-USEPATH PEDESTRIAN LEVEL LIGHTING MUST BE PROVIDED CONTINUOUSLY ALONG THE SOUTH SIDE OF THETANGERINE APARTMENTS TO THE CONNECTING PEDESTRIAN PATH LEADING TO THE DEVELOPMENT AREASOUTH OF VILLAGE CENTER DRIVE(FORMERLY WATER HARVEST WAY).20.ALL PEDESTRIAN CROSSWALKS ON VILLAGE CENTER DRIVE(FORMERLY WATER HARVEST WAY) NOTLOCATED AT A TRAFFIC SIGNAL INTERSECTION SHALL BE IMPROVED WITH RAISED PEDESTRIAN TABLESAND SAFETY MEASURES THAT TRIGGER DRIVER AWARENESS (E.G. REFLECTORS, LIGHTED CROSSWALKSIGNS, ETC.) AS DETERMINED BY THE TOWN ENGINEER. ALL EXISTING SPEED TABLES SHALL BE REMOVEDTO ACCOMMODATE NEW ONES AT REQUIRED PEDESTRIAN CROSSINGS.21.A CONTINUOUS AND DIRECT PEDESTRIAN CONNECTION AND ASSOCIATED IMPROVEMENTS MUST BEPROVIDED TO LINK THE SOUTHERN EDGE OF THE ORACLE ROAD INLINE GROUPING OF RETAIL BUILDINGS(BEST BUY, TUESDAY MORNING ETC.), ORACLE APARTMENTS AND THE ADJACENT BUILDING PAD TO THESOUTH (RED LOBSTER ETC.).22.THE AREA 2, OPTION B (APARTMENTS) MUST INCLUDE AN OPEN SPACE/DOG PARK/RAMADA/PLAYGROUNDAND OTHER SMALL OUTDOOR ACTIVE AMENITY SPACE (NOT INCLUDING A POOL) TO REFLECT AMENITIESWITHIN AREA 1. THE WALL DEPICTED IN THIS OPTION ADJACENT TO VILLAGE CENTER DRIVE (SHOWN AS“RETAINING WALL”) IS REQUIRED AND MUST BE A MINIMUM OF 6' IN HEIGHT TO DETER PEDESTRIANTRAFFIC. FURTHER, A ROW OF CACTI OR OTHER SIMILAR VEGETATION CONTAINING THORNS, SPINES ORSHARP LEAVES SHALL BE PROVIDED ADJACENT TO THE INSIDE PORTION OF THE WALL. THE MASTERDEVELOPMENT PLAN SHALL BE UPDATED ACCORDINGLY SUBJECT TO PLANNING AND ZONINGADMINISTRATOR AND TOWN ENGINEER APPROVAL. STOPSTOP STOPONLY STOPONLYONLYONLYSTOPONLYONLYONLYONLYONLYONLY ONLYONLYONLYONLYSTOPSTOPSTOP STOP STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOPSTOPST O P STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP YIELDYIELD STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPYIELDYIELD YIELDYIELD YIELDYIELD STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP STOP STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPONLYBIG WASH(PIMA COUNTY)DKT.11864, PG. 756E. TANGERINE ROAD (PUBLIC)N. ORAC L E R O A D - S T A T E R O U T E 7 7 EXISTING PROJECT BOUNDARYEXISTINGPROJECTBOUNDARYEXISTING PROJECT BOUNDARYEXISTING PROJECT BOUNDARYBIG WASHRECONSTRUCTION AREA77 ACRESBIG WASH(PIMA COUNTY)DKT.11864, PG. 756VILLAGE CENTER DRIVE (PRIVATE)(FORMERLY WATER HARVEST WAY)DEVELOPMENT AREA-1APARTMENTS12.4± ACRESDEVELOPMENT AREA-2HOTEL AND COMMERCIAL(OPTION 2A)APARTMENTS(OPTION 2B)3.6 ± ACRESDEVELOPMENTAREA-3ENTERTAINMENTDISTRICT18.1± ACRES(11.6± ACRES IFADDITIONALPARKING AREA ISNOT UTILIZED)DEVELOPMENT AREA-4APARTMENTS, HOTEL ANDCOMMERCIAL12.3± ACRESONLY ONLYONLYONLYONLYONLYN. ORAC L E R O A D - S T A T E R O U T E 7 7 SOUTHERN DEVELOPMENT AREA0'450'300'150'1"=150'3PROPOSED LAND USES PER DEVELOPMENT AREAQ:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\3_OVVC_CSP A_PROPOSED LU.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLANMATCHLINE. SEE RIGHT VIEW.MATCHLINE. SEE LEFT VIEW. SDSTOPSTOP STOPONLY ONLY STOPONLYONLYONLYSTOPONLYONLYONLYONLYONLYONLY ONLYONLYONLYONLYONLYSTOPSTOPSTOP STOP STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOPSTOPST O P STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP YIELDYIELD STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPYIELDYIELD YIELDYIELD YIELDYIELD STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP STOP STOPSTOPSTOPSTOPSTOPSTOPSTOPWW WWW W W W WWW WWWWWWWWWWWWWWWWW WW W W WWWWWWWWWWWWWWW WSTOPSTOPONLYWWWWWBIG WASH(PIMA COUNTY)DKT.11864, PG. 756BIG WASHRECONSTRUCTION AREA77 ACRESBIG WASH(PIMA COUNTY)DKT.11864, PG. 756ORO VALLEYMARKETPLACEBK. 64, PG. 42ZONING=PADNEW R-O-W LINEE. TANGERINE ROAD (PUBLIC)(DKT. 9240, PG. 322)(DKT.548, P G . 3 8 5 ) N. ORAC L E R O A D - S T A T E R O U T E 7 7 NEW R I G H T - O F - W A Y L I N E ORO VALL E Y PIMA COU N T Y ORO VALLEYTOWN LIMITS653132SECTION CORNERT11ST12SEXISTING PROJECT BOUNDARYEXISTING PROJECT BOUNDARYEXISTINGPROJECTBOUNDARYEXISTING PROJECT BOUNDARYDEVELOPMENT AREA 2BOUNDARYDEVELOPMENT AREA 1BOUNDARYDEVELOPMENT AREA-3BOUNDARYAPARTMENTSDEVELOPMENT AREA 1DEVELOPMENT AREA-2HOTEL AND COMMERCIAL(OPTION 2A)ENTERTAINMENT DISTRICTDEVELOPMENT AREA 3DEVELOPMENT AREA 3BOUNDARYDEVELOPMENT AREA 4APARTMENTS, HOTEL, ANDCOMMERCIALDEVELOPMENT AREA 4BOUNDARYVILLAGE CENTER DRIVE (PRIVATE)(FORMERLY WATER HARVEST WAY)ONLYONLYONLYONLYONLY STOPSTOPWW WW STOPSTOP0'450'300'150'1"=150'4PROPOSED LAND USE OPTIONS FOR DEVELOPMENT AREA 2Q:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\4_OVVC_CSP_ALT_LU.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLANAPARTMENTS (OPTION 2B)DEVELOPMENT AREA 2E. TANGERINE ROAD (PUBLIC)N. WATER HARVEST WAY (PRIVATE) STOPSTOPONLYWATER PLANTBIG WASH(PIMA COUNTY)DKT.11864, PG. 756ORO VALLEYMARKETPLACE220-04-3450PIMA COUNTYC.A."A"RESTAURANTAPARTMENTSDEVELOPMENT AREA 1E. TANGERINE ROAD (PUBLIC)(DKT. 9240, PG. 322)(DKT.5 4 8 , P G . 3 8 5 ) N. OR A C L E R O A D - S T A T E R O U T E 7 7 NEW R I G H T - O F - W A Y L I N E ORO VA L L E Y PIMA CO U N T YTOWN LIMITS653132SECTION CORNERT11ST12SWALMARTRETAILRETAILCENTURYTHEATERRETAILRETAILRESTAURANTRETAILBANKBIG WASH(PIMA COUNTY)DKT.11864, PG. 756EXISTING 12' WIDEMULTI-USE PATHEXISTING 12' WIDE MULTI-USE PATHEXISTING 12' WIDE MULTI-USE PATHEXISTING 10' WIDE MULTI-USE PATHEXISTING 10' WIDE MULTI-USE PATHEXISTING 12' WIDE MULTI-USE PATHEXISTING 12' WIDE MULTI-USE PATHEXISTING 12' WIDE MULTI-USE PATHRESTAURANTECWPCWPCWECWPROPOSED 12' WIDE MULTI-USE PATHECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWECWEXISTING ENHANCEDPAVEMENTECW382' (EX. RETAIL BULDING )PCW179' (EX. RETAIL BLDG.)PCW152' (EX. RESTAURANT)HVECORACLE RD. SETBACK-1ORACLE RD. SETBACK-2ORACLE RD. SETBACK-7PCWPCWPCWPCWPCWHVECDEVELOPMENT AREA 3ENTERTAINMENTDISTRICT191' (EX. THEATER BULDING ) TANGERINE RD. SETBACK-1 70' (EX. WALMART ) TANGERINE RD. SETBACK-2 50' (EX. RETAIL ) TANGERINE RD. SETBACK-4 128' (PROPOSED HOTEL ) 132' (EX. R E T AI L ) 93' TANGE RI N E R D. S E T B A C K - 3 56' (PROPOSED COMMERCIAL )DEVELOPMENT AREA 4APARTMENTS, HOTELAND COMMERCIALFLASHINGPEDESTRIANWARNINGSIGNFLASHINGPEDESTRIANWARNINGSIGNECWEXISTING ENHANCEDPAVEMENTPCWECWEXISTING ENHANCEDPAVEMENT120' (PROP. ORACLE APTS.)29' (EX. RESTAURANT)32' (EX. BANK)ORACLE RD. SETBACK-3ORACLE RD. SETBACK-4ORACLE RD. SETBACK-7246' (PROP. HOTEL)ORACLE RD. SETBACK-6AVERAGE SETBACK66' (PROP. RESTAURANT)ORACLE RD. SETBACK-5BUILDING 1BUILDING 2BUILDING 3BUILDING 4BUILDING 5BUILDING 6BUILDING 7BUILDING 8BUILDING 9BUILDING 10BUILDING 11116'119'116' SETBACK 7 SETBACK 8 SETBACK 9 SETBACK 10 SETBACK 11 489' (PROPOSED COMMERCIAL AND/OR HOTEL OR APARTMENTS ) SETBACK 12 1094' (PROPOSED RESTAURANTS)SETBACK 9739' (PROPOSED COMMERCIAL AND/OR HOTEL OR APARTMENTS)SETBACK 10925' (PROPOSED RESTAURANTS)VILLAGE CENTER DRIVE (PRIVATE)(FORMERLY WATER HARVEST WAY)ONLYONLYONLYONLYONLYSTOPSTOPWWW WSTOPSTOPECWPCWPCWECWPCWHVEC50' (EX. RETAIL )TANGERINE RD.SETBACK-4FLASHINGPEDESTRIANWARNINGSIGNBUILDING 8116'94' (PROPOSEDAPARTMENTS )0'450'300'150'SCALE: 1"=150'1"=150'LEGEND PROPOSED 12' MULTI-USE PATH EXISTING 12' MULTI-USE PATH EXISTING 5' CONCRETE SIDEWALK PROPOSED 5' CONCRETE SIDEWALK PEDESTRIAN AND BIKE ACCESS TO THE ENTERTAINMENT DISTRICT EXISTING CROSSWALK PROPOSED CROSSWALK CONNECTIONS TO THE LOOP EXISTING BICYCLE PARKINGECWPCW5VARIES (22' MIN.)AND GUTTERTYPICAL CURBDECORATIVE PAVEMENTN.T.S.1HIGH VISIBILITY ENHANCED CROSSWALKDDBOLLARD, TYP.BOTH SIDES4.00"(MAX. HEIGHT) 3.40" 3.11" 2.62" 1.94" 1.09"1' TYP.NOTE:IF SUBSTANTIAL INVERT EXISTS ONROADWAY PAVEMENT, THE ABOVEDETAILS MAY REQUIRE MODIFICATION.CROSS SECTION C-C4.00" MAX.EXISTINGPAVEMENTCROSS SECTION D-DCCRAISEDCROSSWALK"YIELD" SIGN"YIELD" SIGNPAVEMENT WIDTH VARIES4.00" (MAX. HEIGHT)BOLLARD, TYP.BOTH SIDESBOLLARD, TYP.BOLLARD, TYP.TANGERINE ROAD BUILDING SETBACKREQUIRED FRONT SETBACKPER SECTION 27.10.D.3.F.VI.B.2.A.II OF THE ORO VALLEY ZONING CODE THE RANCHO VISTOSO PAD IS EXEMPT FROM SOME SETBACK REQUIREMENTS.HOWEVER, THE FRONT SETBACK FROM TANGERINE ROAD SHALL NOT BE LESS THAN A FOUR TO ONE SETBACK TO HEIGHT RATIO PER ESLO. THIS REQUIRED 4:1SETBACK FROM TANGERINE HAS HISTORICALLY FACTORED IN THE ELEVATION DIFFERENCE BETWEEN TANGERINE ROAD AND PADS AND IS CALCULATEDBELOW. THE SETBACKS FOR THE PROPOSED BUILDINGS WILL ALSO FACTOR IN THE ELEVATION DIFFERENCE.H (HEIGHT OF THE PROPOSED BUILDING) - D (DIFFERENCE IN ELEVATION BETWEEN ROAD AND PROPOSED PAD GRADE) X 4 = REQUIRED SETBACK.SETBACK NUMBERBUILDINGMINIMUMSETBACKPROVIDEDMINIMUM SETBACK REQUIREDFOR PROPOSED BUILDINGSSETBACK 1EXISTING THEATER191'SETBACK 2EXISTING WALMART70'SETBACK 3EXISTING RETAIL132'SETBACK 4EXISTING RETAIL50'SETBACK 5APROPOSED HOTEL (OPTION 2A)128'128'SETBACK 5BPROPOSED APARTMENTS (OPTION 2B)94'88' (3 STORY BUILDINGS)SETBACK 6APROPOSED COMMERCIAL (OPTION 2A)54'SETBACKS 7-10PROPOSED APARTMENTS93'44' (2 STORY BUILDINGS)92' (3 STORY BUILDINGS)SETBACK 11PROPOSED COMMERCIAL AND/OR HOTEL OR APARTMENTS489'64'SETBACK 12PROPOSED RESTAURANTS1094'NONETANGERINE RD. SETBACK-6APEDESTRIAN AND BICYCLE CONNECTIVITY AND SETBACKSNOTE: SPEED TABLE WILL BE CONSTRUCTED PER PCDOT/COT SIGNING & PAVEMENT MARKING MANUAL SECTIONS10.2 AND 10.4-TYPICAL PAVEMENT MARKINGS FOR SPEED TABLES &. MUTCD FIG 3B-30 PAVEMENT MARKINGS FORSPEED TABLES WITH CROSSWALKS.2% MAX1'1'ORACLE ROAD BUILDING SETBACKREQUIRED FRONT SETBACKORACLE ROAD FRONT SETBACK FOR MULTIPLE STRUCTURE DEVELOPMENT: AVERAGE ONE HUNDREDTWENTY (120) FEET.PROVIDED FRONT SETBACK : 120 FEET FOR THE ORACLE APARTMENTS(SETBACK-3), 246 FEET FOR THEORACLE HOTEL(SETBACK-6), 739 FEET FOR THE PROPOSED COMMERCIAL AND/OR HOTEL ORAPARTMENTS(SETBACK-9), AND 925 FEET FOR PROPOSED RESTAURANTS(SETBACK-10)(AS SHOWNBELOW).SETBACKNUMBERBUILDINGMINIMUMDISTANCE(FT)SETBACK 1EXISTING RETAIL382'SETBACK 2EXISTING RETAIL179'SETBACK 3PROPOSED APARTMENTS (AVERAGE SETBACK)120'SETBACK 4EXISTING RESTAURANT (RED LOBSTER)29'SETBACK 5PROPOSED RESTAURANT PAD66'SETBACK 6PROPOSED HOTEL246'SETBACK 7EXISTING BANK32'SETBACK 8EXISTING RESTAURANT152'SETBACK 9PROPOSED COMMERCIAL AND/OR HOTEL OR APARTMENTS739'SETBACK 10PROPOSED RESTAURANTS925'EXISTING ENHANCEDPAVEMENTTANGERINE RD. SETBACK-5A TANGERINE RD.SETBACK-5BDEVELOPMENT AREA 2 - OPTION 2BDEVELOPMENT AREA 1 - APARTMENTSPROPOSED PAD ELEVATION:2678'ELEVATION OF ADJACENT TANGERINE ROAD:2694'D=2694'-2678'= 16'BUILDINGS 2,3,4,6,7,8,9,10 AND 11 (THREE STORY)H = 39'39'-16' = 23' X 4=92' REQUIRED (SEE SETBACKS 7-10)BUILDINGS 1 AND 5 (TWO STORY)H=27'27'-16'=11' X 4=44' REQUIRED (SEE SETBACKS 7-10)DEVELOPMENT AREA 2PROPOSED PAD ELEVATION: 2677'ELEVATION OF ADJACENT TANGERINE ROAD: 2694'D = 2694' - 2677' = 17'HOTEL (OPTION 2A)49 ' - 17' = 32' X 4 = 128' REQUIRED (SEE SETBACK 5A)COMMERCIAL (OPTION 2A)24' - 17' = 7' X 4 = 28' REQUIRED (SEE SETBACK 6A)APARTMENTS (OPTION 2B)BUILDINGS 12, 13 AND 14 (THREE STORY)H = 39'39' - 17' = 22' X 4 = 88' REQUIRED (SEE SETBACK 5B)DEVELOPMENT AREA 3PROPOSED PAD ELEVATION: 2667' (MIXED USE BUILDING) AND2660' (RESTAURANTS)ELEVATION OF ADJACENT TANGERINE ROAD: 2700'D = 2700' - 2667' = 33'D = 2700' - 2660' = 40'PROPOSED COMMERCIAL AND/OR HOTEL OR APARTMENTSH = 49'49' - 33' = 16' X 4 = 64' REQUIRED (SEE SETBACK 11)PROPOSED RESTAURANTSH = 24'24' - 40' = -16'. THE ELEVATION DIFFERENCE NEGATES THE 4:1SETBACK REQUIREMENT. SEE SETBACK 12 FOR DISTANCE.28'Q:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\5-OVVC_CSP A_PEDESTRIAN BIKE SETBACKS.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLANE. TANGERINE ROAD (PUBLIC)VILLAGE CENTER DRIVE (PRIVATE)(FORMERLY WATER HARVEST WAY) STOPSTOPONLYSDSDSDSDSDWATER PLANTBIG WASH(PIMA COUNTY)DKT.11864, PG. 756ORO VALLEYMARKETPLACE220-04-3450PIMA COUNTYC.A."A"APARTMENTSPARKING ZONE 1APARTMENTSPARKING ZONE 6(DKT.5 4 8 , P G . 3 8 5 ) N. OR A C L E R O A D - S T A T E R O U T E 7 7 NEW R I G H T - O F - W A Y L I N E ORO VA L L E Y PIMA CO U N T Y 653132T11ST12SWALMARTRETAILRETAILCENTURYTHEATERRETAILRETAILRESTAURANTRETAILBANKBIG WASH(PIMA COUNTY)DKT.11864, PG. 756RESTAURANTPARKING ZONE 5PARKING ZONE 3PARKING ZONE 4ENTERTAINMENT DISTRICTRETAILE. TANGERINE ROAD (PUBLIC)(DKT. 9240, PG. 322)HOTELVILLAGE CENTER DRIVE (PRIVATE)(FORMERLY WATER HARVEST WAY)ONLY ONLYONLYONLYONLYONLYONLYW W WW RESTAURANTPARKING ZONE 7STOPONLYONLYONLYONLYONLYSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPRETAILRETAIL0'450'300'150'PARKING ZONE 2(OPTION 2A)OVERALL PARKING LAYOUTSCALE: 1"=150'HOTEL1"=150'MATCHLINE SEE RIGHT VIEWMATCHLINE SEE LEFT VIEWPROPOSED PARKINGZONE BOUNDARY (TYP.)PROPOSED PARKINGZONE BOUNDARY (TYP.)PROPOSED PARKINGZONE BOUNDARY (TYP.)PROPOSED PARKINGZONE BOUNDARY (TYP.)PROPOSED PARKINGZONE BOUNDARY (TYP.)6COMMERCIALQ:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\6_OVVC_CSP 1019_OVERALL PARKING LAYOUT.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLANCOMMERCIALPARKING ZONE 2APARTMENTSPARKING ZONE 2 - ALTERNATE PARKING LAYOUTAPARTMENTS (OPTION 2B)E. TANGERINE ROAD (PUBLIC)PARKING ZONE LAND USE AND PROVIDED PARKING SPACESLAND USETOTAL SIZEREQUIRED STANDARDPARKING SPACESPROVIDED STANDARDPARKING SPACESREQUIRED ADAPARKING SPACESPROVIDED ADAPARKING SPACESTOTAL PROVIDEDPARKING SPACESTOTAL BICYCLE SPACESREQUIRED/PROVIDED PARKING ZONE 1 APARTMENTS (PROPOSED) 248 UNITS481481101549624 PARKING ZONE 2 (OPTION 2A) HOTEL (PROPOSED) 128 ROOMS17627271128316 COMMERCIAL (PROPOSED) 3000 SF RETAIL 4,200 SF RETAIL 4,970 SF OFFICE 2,940 SF MEDICAL OFFICE 10,208 SF PARKING ZONE 3 RETAIL 70,243 SF197411131342422 OFFICE 3,470 SF PARKING ZONE 4 SUPERMARKET 195,273 SF1172902232492659 PARKING ZONE 5 RESTAURANT (PROPOSED) 33,200 SF144517193447176689 RETAIL (PROPOSED) 9,000 SF COMMERCIAL RECREATION (PROPOSED) 16,000 SF COMMUNITY PARK (PROPOSED) 1.4 ACRES THEATER 1,928 SEATS RESTAURANT (STANDARD) 16,098 SF RETAIL 203,128 SF APARTMENTS(PROPOSED) 48 UNITS HOTEL (PROPOSED) TBD PARKING ZONE 6 APARTMENTS (PROPOSED) 152 UNITS467546112156727 HOTEL (PROPOSED) 112 ROOMS COMMERCIAL (PROPOSED) 2,000 SF RESTAURANT (STANDARD) 7,028 SF FINANCIAL SERVICES 4,355 SF PARKING ZONE 71251516101618 RESTAURANT (CONVENIENCE) 3,650 SF RETAIL 8,000 SF RETAIL 8,000 SF GAS STATION 4,500 SF TOTALS(INCLUDING OPTION 2A)406344821041414623245 ALTERNATE USE PARKING ZONE 2 (OPTION 2B) APARTMENTS (PROPOSED) 72 UNITS1972676727413 RETAIL 4,200 SF RETAIL 4,970 SF OFFICE 2,940 SF MEDICAL OFFICE 10,208 SF TOTALS(INCLUDING OPTION 2B)408444771031374614242VILLAGE CENTER DRIVE (PRIVATE)(FORMERLY WATER HARVEST WAY) STOPONLY ONLYONLYONLYONLYONLYONLYONLYONLY STOPSTOP STOP STOPSTOPSTOPWWWWWWWWWWWWWWWWWWWWWWWWWHOTELE. TANGERINE RD. (SR989) (PUBLIC)(DKT.9240, PG. 322)E. TANGERINE RD. (SR989) (PUBLIC)(DKT.9240, PG. 322)SD2-11'x5.25' CON-ARCHCB220-04-3450PIMA COUNTYEX. MULTI-USE PATHCOMMON AREA "A"(OPEN SPACE)BK. 64, PG. 42COMMON AREA "A"(OPEN SPACE)BK. 64, PG. 4230' BUFFERYARD30' BUFFERYARD220-04-3450PIMA COUNTYEX. MULTI-USE PATH220-04-3450PIMA COUNTYEX. MULTI-USE PATH30' BUFFERYARD9' TYP.9'TYP.9' TYP.POOL2-11'x5.25' CON-ARCH 2-11'x5.25 ' CON-ARCHGATECLUB HOUSECOMMERCIALPOOL9'TYP.9'TYP.9'TYP.9'TYP.9'TYP.9'TYP.9'TYP.9'TYP.9'TYP.9'TYP.9'TYP.9'TYP.U3W3W1W3W3W3S4S4W3W3aW1S2S1S4S3S1aU3aS2S2aS2A1U3aS2EX. UTILITES TOBE RELOCATEDBUILDING-1TWO-STORYEX. CROSSWALKFLASHINGPEDESTRIANWARNINGSIGNTRASHBUILDING-2THREE-STORYBUILDING-4THREE-STORYBUILDING-5TWO-STORYBUILDING-6THREE-STORYBUILDING-7THREE-STORYBUILDING-8THREE-STORYBUILDING-9THREE-STORYBUILDING-10THREE-STORYTRASHTRASHRAMADABUILDING-11THREE-STORYBUILDING-3THREE-STORYTRASHDOG PARKRETAINING WALLPLAY GROUNDLOOP RECREATION NODETO INCLUDE:BIKE PARKINGPICNIC TABLERAMADASEATINGWATER FOUNTAINLOOP RECREATION NODETO INCLUDE:BIKE PARKINGPICNIC TABLERAMADASEATINGWATER FOUNTAINPEDESTRIAN ACCESS GATEPEDESTRIAN ACCESS GATEPEDESTRIANACCESS GATETURN AROUNDSLIDING GATE20'TYP.20'TYP.20'TYP.SCREENEDLOADING BAYSEE DETAIL 1,SHEET 12.20'TYP.20'TYP.20'TYP.SCREEN WALL ENTIRELENGTH OF DRIVE THRU LANEFLASHINGPEDESTRIANWARNINGSIGNLOW SHRUBS & GROUNDCOVERTO ACCOMODATE EMERGENCYRESPONSE VEHICLESPROPOSED LEFT TURN LANE20'TYP.20'TYP.20'TYP.20'TYP.20' TYP. 20'TYP.RAMADAEX. MULTI-USE PATHEX. MULTI-USE PATHPROPOSED MULTI-USE PATH CROSSWALKWATERP.O.C.PROPOSEDWATER LINEPROPOSEDWATER LINEPROPOSEDWATER LINEWATERP.O.C.EXISTING ENHANCEDPAVEMENTHVECSEE SHEET 5,DETAIL 1.WATER LINE INTHIS AREA TOBE INSTALLEDIN CASINGPIPE PERTUCSONWATERSD-800.TRASH0'120'80'40'1"=40'SCALE:1"=40'PROPOSED RIGHT-OF-WAY WIDTH 285' - 430'7TREESSHRUBS/GROUNDCOVERACCENTS1.LANDSCAPE TO CONFORM TO ORO VALLEY CODE.2.MITIGATION OF SURVEYED PLANTS IN THE NATIVEPLANT PRESERVATION PLAN WILL BEINCORPORATED IN THE LANDSCAPE DESIGN.3.ALL TREE, SHRUB/GROUNDCOVER AND ACCENTLOCATIONS ARE PRELIMINARY.4.FENCE DETAIL TO BE PROVIDED DURING FINALDESIGN REVIEW. OPENINGS IN FENCE WILL BEREQUIRED TO PROVIDE PEDESTRIANCONNECTION TO EXISTING MULTI-USE PATH.PLANT LEGENDNOTESQ:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\7_OVVC_CSP 1019_1 & 2A.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLANS2PRIVATE SEWER ESMT. PER BK. 62, PG. 19 TOBE ABANDONED BY SEPARATE INSTRUMENT.EXISTING UTILITIES TO REMOVED.EASEMENTS KEYNOTESPUBLIC SEWER ESMT. PER BK. 62, PG. 19S1S1aPRIVATE SEWER ESMT. PER BK. 62, PG. 19 TOBE ABANDONED BY SEPARATE INSTRUMENT.EXISTING UTILITIES TO REMOVED.A1ACCESS ESMT. PER BK. 62, PG. 19 TO BEABANDONED BY SEPARATE INSTRUMENT.U3ELECTRIC ESMT. PER DKT. 8778, PG. 1187 &DKT.7871, PG. 1829 TO REMAINU3aELECTRIC ESMT. PER DKT. 8778, PG. 1187 &DKT.7871, PG. 1829 TO BE ABANDONED BYSEPARATE INSTRUMENT. EXISTING UTILITYTO BE RELOCATED.PUBLIC SEWER ESMT. PER DKT. 13149, PG. 44 &DKT. 13149, PG.47S3PUBLIC SEWER ESMT. PER DKT. 13285, PG. 1347S4WATER ESMT. PER DKT.13671, PG. 677W1WATER ESMT. PER DKT.13671, PG. 731 TO REMAIN.W3WATER ESMT. PER DKT.13671, PG. 731 TO BEABANDONED BY SEPARATE INSTRUMENT. EXISTINGUTILITY TO BE RELOCATED.W3aS2aPRIVATE SEWER ESMT. PER BK. 62, PG. 19 TOBE ABANDONED BY SEPARATE INSTRUMENTEXISTING SEWER MAIN AND MANHOLE TO BEDEMOLISHED AND REMOVED.DEVELOPMENT AREA 1 - APARTMENTSDEVELOPMENT AREA 2 - HOTEL AND COMMERCIAL (OPTION 2A)EXISTING TREES ANDSHRUBS TO REMAINVILLAGE CENTER DRIVE (PRIVATE)(FORMERLY WATER HARVEST WAY) E. TANGERINE RD. (SR989) (PUBLIC)(DKT.9240, PG. 322)E. TANGERINE RD. (SR989) (PUBLIC)(DKT.9240, PG. 322)TYP.TYP.TYP.POOLGATECLUB HOUSETYP.TYP.TYP.TYP.TYP.TYP.TYP.TYP.TYP.TYP.TYP.TYP.DOG PARK(BK.64, PG. 42)30' BUFFERYARD30' BUFFERYARD30' BUFFERYARD9'9'9'9'9'9'9'9'9'9'9'9'9'9'9'PLAY GROUNDPLAY GROUNDSLIDING GATETYP.9'TYP.9'20'TYP.20'TYP.20'TYP.20'20'TYP.20'TYP.20'TYP.TYP.2-11'x5.25' CON-ARCH 2-11'x5.25' CON-ARCH 2-11'x5.25 ' CON-ARCH20'TYP.20'TYP.20'TYP.20'TYP.20' TYP. 20'TYP.20'TYP.20' TY P .20'TYP.EX. MULTI-USE PATHEX. MULTI-USE PATHGATEGATEONLY ONLYONLYONLYONLYONLYONLYONLYONLY STOPSTOP WWWWWWWWWWW W W WWSTOPSTOPWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWU3W3W3W3W3S4S4W3W3aW1S2S1S4S3S1aU3aS2S2aS2A1U3aS2EX. UTILITES TOBE RELOCATEDBUILDING-1TWO-STORYEX. CROSSWALKHVECSEE SHEET 5,DETAIL 1.FLASHINGPEDESTRIANWARNINGSIGNFLASHINGPEDESTRIANWARNINGSIGNTRASHBUILDING-2THREE-STORYBUILDING-4THREE-STORYBUILDING-5TWO-STORYBUILDING-6THREE-STORYBUILDING-7THREE-STORYBUILDING-8THREE-STORYBUILDING-9THREE-STORYBUILDING-10THREE-STORYTRASHTRASHRAMADABUILDING-11THREE-STORYBUILDING-3THREE-STORYTRASHRETAINING WALLBUILDING-12THREE-STORYBUILDING-13THREE-STORYBUILDING-14THREE-STORYLOOP RECREATION NODETO INCLUDE:BIKE PARKINGPICNIC TABLERAMADASEATINGWATER FOUNTAINLOOP RECREATION NODETO INCLUDE:BIKE PARKINGPICNIC TABLERAMADASEATINGWATER FOUNTAINPEDESTRIAN ACCESS GATEPEDESTRIAN ACCESS GATETURN AROUNDPEDESTRIANACCESS GATEFLASHINGPEDESTRIANWARNINGSIGNLOW SHRUBS & GROUNDCOVERTO ACCOMODATE EMERGENCYRESPONSE VEHICLESPROPOSED LEFT TURN LANEEXISTING ENHANCEDPAVEMENTPEDESTRIAN ACCESS GATEPEDESTRIAN ACCESS GATEWATERP.O.C.PROPOSEDWATER LINEPROPOSEDWATER LINEWATERP.O.C.DOG PARKRECREATION AREA TO INCLUDERAMADAS, PICNIC TABLES, SEATINGAND SMALL GAME COURTS SUCH ASBOCCE BALL OR CORNHOLE.PROPOSEDWATER LINEWATER LINE INTHIS AREA TOBE INSTALLEDIN CASINGPIPE PERTUCSONWATERSD-800.PROPOSED MULTI-USE PATH CROSSWALK6' WALL0'120'80'40'1"=40'SCALE:1"=40'8PROPOSED RIGHT-OF-WAY WIDTH 285' - 430'TREESSHRUBS/GROUNDCOVERACCENTS1.LANDSCAPE TO CONFORM TO ORO VALLEY CODE.2.MITIGATION OF SURVEYED PLANTS IN THE NATIVE PLANT PRESERVATION PLAN WILL BEINCORPORATED IN THE LANDSCAPE DESIGN.3.ALL TREE, SHRUB/GROUNDCOVER AND ACCENT LOCATIONS ARE PRELIMINARY.4.FENCE DETAIL TO BE PROVIDED DURING FINAL DESIGN REVIEW. OPENINGS IN FENCEWILL BE REQUIRED TO PROVIDE PEDESTRIAN CONNECTION TO EXISTING MULTI-USEPATH.EXISTING TREES AND SHRUBS TO REMAINPLANT LEGENDNOTESQ:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\8_OVVC_CSP 1019_1&2B.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLANS2PRIVATE SEWER ESMT. PER BK. 62, PG. 19 TOBE ABANDONED BY SEPARATE INSTRUMENT.EXISTING UTILITIES TO REMOVED.EASEMENTS KEYNOTESPUBLIC SEWER ESMT. PER BK. 62, PG. 19S1S1aPRIVATE SEWER ESMT. PER BK. 62, PG. 19 TOBE ABANDONED BY SEPARATE INSTRUMENT.EXISTING UTILITIES TO REMOVED.A1ACCESS ESMT. PER BK. 62, PG. 19 TO BEABANDONED BY SEPARATE INSTRUMENT.U3ELECTRIC ESMT. PER DKT. 8778, PG. 1187 &DKT.7871, PG. 1829 TO REMAINU3aELECTRIC ESMT. PER DKT. 8778, PG. 1187 &DKT.7871, PG. 1829 TO BE ABANDONED BYSEPARATE INSTRUMENT. EXISTING UTILITYTO BE RELOCATED.PUBLIC SEWER ESMT. PER DKT. 13149, PG. 44 &DKT. 13149, PG.47S3PUBLIC SEWER ESMT. PER DKT. 13285, PG. 1347S4WATER ESMT. PER DKT.13671, PG. 677W1WATER ESMT. PER DKT.13671, PG. 731 TO REMAIN.W3WATER ESMT. PER DKT.13671, PG. 731 TO BEABANDONED BY SEPARATE INSTRUMENT. EXISTINGUTILITY TO BE RELOCATED.W3aS2aPRIVATE SEWER ESMT. PER BK. 62, PG. 19 TOBE ABANDONED BY SEPARATE INSTRUMENTEXISTING SEWER MAIN AND MANHOLE TO BEDEMOLISHED AND REMOVED.DEVELOPMENT AREA 1 - APARTMENTSDEVELOPMENT AREA 2 - APARTMENTS (OPTION 2B)VILLAGE CENTER DRIVE (PRIVATE)(FORMERLY WATER HARVEST WAY) SDSTOPSTOPSTOPSTOP STOP STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPWW W WWWWWW WW W W W W W W W WWWWWWWWWWWWWWWWW 12125 N. ORACLE RD.12115 N. ORACLE RD.TUKTUKTHAIVAC.CHARREDWOODFRIEDPIZZAVAC.ORO VALLEYMARKET PLACELOT 17BK. 64, PG.42ORO VALLEYMARKET PLACELOT 17BK. 64, PG.42THE KEGSTEAKHOUSE& BARPETCOHEIGHT=34'15,257 sfNRGWEALTHMGMTVAC.VAC.VAC.VAC.THE KEGSTEAKHOUSE& BARHEIGHT=24'8,700 sf12005 N. ORACLE RD.CENTURY THEATER12155 N. ORACLE RD.BLDG. HEIGHT=39'12125 N. ORACLE RD.BLDG. HEIGHT=22'12115 N. ORACLE RD.BLDG. HEIGHT=22'TUKTUKTHAI2,711sfVAC.1,888sfCHARREDWOODFRIEDPIZZA3,500sfVAC.2,106sfORO VALLEYMARKET PLACELOT 17BK. 64, PG.42ORO VALLEYMARKET PLACELOT 17BK. 64, PG.42THE KEGSTEAKHOUSE& BARHEIGHT=24'8,700 sfPETCOHEIGHT=34'15,257 sfNRGWEALTHMGMT2,500sfVAC.1,600sfVAC.3,780sfVAC.2,220sfVAC.3,411sf12005 N. ORACLE RD.S7U6U6U4U6W3W3W3W3U4S2A2S7S2U4W3U7U7W3W3S2NEW RIGHT-OF-WAY-LINEWASH NEW R I G H T - O F - W A Y L I N E COMMERCIAL AND/ORHOTEL OR APARTMENTSBUILDING HEIGHT: 49'NORTHENTERTAINMENT AREASPECIAL EVENT AREA/OVERFLOW PARKINGNEW CULVERTONE-ACRE PARKTOTAL BLDG SF= ±9,500 SFNEW CULVERTTOTAL BLDG SF= ±8,900 SFRETAINING WALLRETAINING WALLCHANNELADOT ACCESSU1U1U1U1U1CENTRAL ENTERTAINMENT AREACROSSWALKDECORATIVECROSSWALKWADING POOLWITH 6' HIGH FENCESPLASH PADWITH 4' HIGH FENCEPLAY EQUIPMENT AREAPLAYGROUNDAPPROPRIATE SURFACEHVECSEE SHEET 5,DETAIL 1.CONCRETEDECORATIVE ROCKDECORATIVE ROCKNEW BOULDER TRAILCONCRETEDECORATIVE ROCKGAZEBOEXISTING TRAILSHADE CANOPYDECORATIVEPAVINGDECORATIVEPAVINGEXISTING SIDEWALKEXISTING DUMPSTERSTURF AREAHVECSEE SHEET 5,DETAIL 1.SHADE CANOPYSCREENEDLOADING BAYSEE DETAIL 1,SHEET 12.EXISTING 100-YRFLOODPLAINPROPOSED 100-YRFLOODPLAINEXISTING 100-YRFLOODPLAINPASSENGERDROP OFFBUBBLE MACHINEBY ARCHITECTARTIFICIAL TURFSAND BARPOOLAREACOMMERCIAL AND/ORHOTEL OR APARTMENTSBUILDING HEIGHT: 49'STOPSTOPSTOP STOP STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPWW W WWWWWW WMHS8"Q:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\9-10_OVVC_CSP 1019_3A.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLAN0'120'80'40'1"=40'9MATCHLINE SEE SHEET 10SCALE:1"=40'NORTH ENTERTAINMENT DISTRICTPLAY GROUND EQUIPMENTWADING POOLSAND BARSPLASH PADSEATINGWALKING PATHS/SIDEWALKSOTHERENTERTAINMENT DISTRICT AMENITIESLEGEND BICYCLE PARKING GATEWAY SIGN FENCE/WALLBTREESSHRUBS/GROUNDCOVERACCENTS1.LANDSCAPE TO CONFORM TO ORO VALLEY CODE.2.MITIGATION OF SURVEYED PLANTS IN THE NATIVE PLANT PRESERVATION PLAN WILL BEINCORPORATED IN THE LANDSCAPE DESIGN.3.ALL TREE, SHRUB/GROUNDCOVER AND ACCENT LOCATIONS ARE PRELIMINARY.4.FENCE DETAIL TO BE PROVIDED DURING FINAL DESIGN REVIEW. OPENINGS IN FENCEWILL BE REQUIRED TO PROVIDE PEDESTRIAN CONNECTION TO EXISTING MULTI-USEPATH.EXISTING TREES AND SHRUBS TO REMAINPLANT LEGENDLANDSCAPE NOTESQ:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\9-10_OVVC_CSP 1019_3A.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLANDEVELOPMENT AREA 3 - NORTH ENTERTAINMENT DISTRICTEASEMENT KEYNOTESA2CROSS ACCESS ESMT. PER BK. 62, PG. 19S2PRIVATE SEWER ESMT. PER BK. 62, PG. 19 TOBE ABANDONED BY SEPARATE INSTRUMENT.EXISTING UTILITIES TO REMOVED.S7SEWER ESMT. PER DKT. 813077, PG. 1U6ELETRIC ESMT. PER DKT. 13303, PG. 2242U1UTILITY ESMT. PER DKT. 9240, PG. 336U7TEP ESMT. PER DKT. 13263, PG. 2335W3WATER ESMT. PER DKT.13671, PG. 731 TO REMAIN.ELECTRIC ESMT. PER DKT.13571, PG. 919U4 STOPSTOPSTOP STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPW W WWWWMHS8"THE KEGSTEAKHOUSE& BARTHE KEGSTEAKHOUSE& BARHEIGHT=24'8,700 sfTHE KEGSTEAKHOUSE& BARHEIGHT=24'8,700 sfU4U6U4STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOP STOPSTOPST O P STOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPSTOPYIELDYIELDSTOPSTOPSTOP STOPSTOPSTOPSTOPSTOPYIELDYIELD STOPSTOPWWW WW WWW W WWWWWWWWWWWWWWWWWWWWWWWW WWWWWWWWWWWWWWWWPASSENGERDROP OFFPASSENGERDROP OFFORO VALLEYMARKET PLACELOT 17BK. 64, PG.42ORO VALLEYMARKET PLACELOT 14BK. 64, PG.42ORO VALLEYMARKET PLACELOT 15BK. 64, PG.42OLIVE GARDEN11905 N. ORACLE RD.THE KEGSTEAKHOUSE& BARULTA BEAUTYVACANTTHE KEGSTEAKHOUSE& BARHEIGHT=24'8,700 sfULTA BEAUTYHEIGHT=34'10,554 sf11875 N. ORACLE RD.VACANTHEIGHT=34'9,000 sf11865 N. ORACLE RD.12005 N. ORACLE RD.OLIVE GARDENHEIGHT=24'7398 sfORO VALLEYMARKET PLACELOT 17BK. 64, PG.42ORO VALLEYMARKET PLACELOT 14BK. 64, PG.42ORO VALLEYMARKET PLACELOT 15BK. 64, PG.42OLIVE GARDENHEIGHT=24'7398 sfTHE KEGSTEAKHOUSE& BARHEIGHT=24'8,700 sfVACANTHEIGHT=34'45,000 sf11935 N. ORACLE RD.DSW SHOESHEIGHT=34'14,500 sf11895 N. ORACLE RD.ULTA BEAUTYHEIGHT=34'10,554 sf11875 N. ORACLE RD.VACANTHEIGHT=34'9,000 sf11865 N. ORACLE RD.12005 N. ORACLE RD.S7S1U4U6W3W3U4W3W3S1S7W3W3W3W5S3U4U8(BK.64, PG. 42)(DKT.11864, PG. 756)BIG WASH (PIMA COUNTY) EX. TRANSIT CENTERRESTAURANTCOMMERCIAL AND/ORHOTEL OR APARTMENTSBUILDING HEIGHT: 49'RESTAURANTRESTAURANTCENTRALCOURTYARDP A T I O P A T I O P A T I OLOADING RETAILRESTAURANTEXPANSIONAREAONE-ACRE PARK1 STORY8,000 sfH=24' MAX. 1 STORY7,500 sfH=24' MAX.1 STORY3000± SF1 STORY4,100 sfH=24' MAX.TOTAL BLDG SF= ±8,900 SFDECORATIVECROSSWALKPASSENGERDROP OFFCIRCULATIONGATEGATEHVECSEE SHEET 5,DETAIL 1.CONCRETEDECORATIVE ROCKCONCRETEOR SIMILAREXISTING LOOP CONNECTIONEXISTING ENHANCEDPAVEMENT, LIGHT ANDPEDESTRIAN CROSSING.HVECSEE SHEET 5,DETAIL 1.DECORATIVEPAVINGPASSENGERDROP OFFEXISTING 100-YRFLOODPLAINEX. SD.OUTLETEX. SD.OUTLETSCREENED LOADING BAYSEE DETAIL 1, SHEET 12SAND BARAREAVILLAGE CENTER DRIVE (PRIVATE)(FORMERLY WATER HARVEST WAY)Q:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\9-10_OVVC_CSP 1019_3A.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLAN0'120'80'40'1"=40'SOUTH ENTERTAINMENT AREACENTRAL COURTYARD1-ACRE GRASS PARK4 BUILDINGS (RESTAURANT)GROUND LEVEL-RETAILEXISTING TRANSIT CENTERBICYCLE PARKINGOTHER10ENTERTAINMENT DISTRICT AMENITIESDEVELOPMENT AREA 3 - SOUTH ENTERTAINMENT DISTRICTLEGEND BICYCLE PARKING GATEWAY SIGN FENCE/WALLBTREESSHRUBS/GROUNDCOVERACCENTS1.LANDSCAPE TO CONFORM TO ORO VALLEY CODE.2.MITIGATION OF SURVEYED PLANTS IN THE NATIVE PLANT PRESERVATION PLAN WILL BEINCORPORATED IN THE LANDSCAPE DESIGN.3.ALL TREE, SHRUB/GROUNDCOVER AND ACCENT LOCATIONS ARE PRELIMINARY.4.FENCE DETAIL TO BE PROVIDED DURING FINAL DESIGN REVIEW. OPENINGS IN FENCEWILL BE REQUIRED TO PROVIDE PEDESTRIAN CONNECTION TO EXISTING MULTI-USEPATH.EXISTING TREES AND SHRUBS TO REMAINPLANT LEGENDLANDSCAPE NOTESQ:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\9-10_OVVC_CSP 1019_3A.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLANSCALE:1"=40'MATCHLINE SEE SHEET 9BW5S3PUBLIC SEWER ESMT. PER DKT. 13149, PG. 44 &DKT. 13149, PG.47WATER ESMT. PER DKT.12265, PG. 6090EASEMENT KEYNOTESS1PUBLIC SEWER ESMT. PER BK. 62, PG. 19S7SEWER ESMT. PER DKT. 813077, PG. 1U6ELETRIC ESMT. PER DKT. 13303, PG. 2242W3WATER ESMT. PER DKT.13671, PG. 731 TO REMAIN.U4ELETRIC ESMT. PER DKT. 13571, PG. 919U8ELECTRIC ESMT. PER DKT. 13091, PG. 1254 STOPONLYSTOPONLYSTOPSTOPSTOPSTOPSTOPSDSDSDSDSDSDSDSDSDSDN4°45'38"W 468.21'173.64'S9°59'28"WW3aS2aW3aW4aU1S2W4U4S2U4U4aW4EX. SD TO BE RELOCATEDW5W4W4S5U5U5TRASHTRASHBUILDING-6THREE-STORYBUILDING-3TWO-STORYBUILDING-4TWO-STORYHOTEL128 ROOMSBUILDING-7THREE-STORYBUILDING-1THREE-STORYBUILDING-2THREE-STORYPOOL3' HIGH SCREEN WALLRED LOBSTERCOMMERCIALRAMADABANKPLAY GROUNDW4PEDESTRIAN ACCESSGATEPEDESTRIAN CROSSING SIGNPEDESTRIAN ACCESSGATEPEDESTRIAN ACCESSGATETRASHTRASHGATEGATEPOOLRAMADACLUBHOUSESCREENED LOADING BAYSEE DETAIL 1, SHEET 12.GATESCREEN WALLENTIRE LENGTH OFDRIVE THROUGH LANEEXISTING ENHANCED PAVEMENTEXISTING ENHANCED PAVEMENTHVECSEE SHEET 5,DETAIL 1EX. SDEX. SD OUTLETEX. SD OUTLETEX. SD INLETPEDESTRIAN ACCESSGATEPEDESTRIAN ACCESSGATEPEDESTRIAN ACCESSGATEBUILDING-5THREE-STORYN. ORACLE ROAD - STATE ROUTE 17(DKT.548, PG. 385)EXISTING CHANNELSCREENED LOADING BAYSEE DETAIL 1, SHEET 12.SMALL RAMADABOCCE BALLCORNHOLEVILLAGE CENTER DRIVE (PRIVATE)(FORMERLY WATER HARVEST WAY)0'120'80'40'1"=40'DEVELOPMENT AREA 4 - APARTMENTS, HOTEL & COMMERCIALSCALE:1"=40'11TREESSHRUBS/GROUNDCOVERACCENTS1.LANDSCAPE TO CONFORM TO ORO VALLEY CODE.2.MITIGATION OF SURVEYED PLANTS IN THE NATIVE PLANT PRESERVATION PLAN WILL BE INCORPORATEDIN THE LANDSCAPE DESIGN.3.ALL TREE, SHRUB/GROUNDCOVER AND ACCENT LOCATIONS ARE PRELIMINARY.4.FENCE DETAIL TO BE PROVIDED DURING FINAL DESIGN REVIEW. OPENINGS IN FENCE WILL BEREQUIRED TO PROVIDE PEDESTRIAN CONNECTION TO EXISTING MULTI-USE PATH.EXISTING TREES AND SHRUBS TO REMAINPLANT LEGENDNOTESLEGENDFENCE/WALLS2aPRIVATE SEWER ESMT. PER BK. 62, PG. 19 TOBE ABANDONED BY SEPARATE INSTRUMENTEXISTING SEWER MAIN AND MANHOLE TO BEDEMOLISHED AND REMOVED.EASEMENTS KEYNOTESWATER ESMT. PER DKT.13671, PG. 731 TO BEABANDONED BY SEPARATE INSTRUMENTW3aELECTRIC ESMT. PER DKT.13571, PG. 919U4WATER ESMT. PER DKT.13671, PG. 711 TO REMAINW4ELECTRIC ESMT. PER DKT.13571, PG. 919 TO BEABANDONED BY SEPARATE INSTRUMENT.U4aWATER ESMT. PER DKT.12265, PG. 6090W5SEWER ESMT. PER DKT.17787, PG. 1320S5ELECTRIC ESMT. PER DKT.10062, PG. 1245U5UTILITY ESMT. PER DKT.9240, PG. 336U1S2PRIVATE SEWER ESMT. PER BK. 62, PG. 19 TOBE ABANDONED BY SEPARATE INSTRUMENTEXISTING UTILITIES TO BE REMOVED.Q:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\13-OVVC_CSP 1019_4A.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: NOVEMBER 10, 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 121 1 - 1 0 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE PLAN ONLYONLYONLYW W W W W W W W W W W WWWWWWW W W WW WW(DKT.548, PG. 3 8 5 ) N. ORACLE R O A D - S T A T E R O U T E 7 7 RIGHT-OF-WAY WIDTH VARIESW4W4aS1W4U4U4U4aS1W4U4WATERSHEDBOUNDARYMANHOLEACCESS VIA THEEXISTING PUBLICSEWER EASEMENTEXISTING PUBLICSEWER EASEMENTEXISTING CHA N N E L SCREENED LOADING BAYSEE DETAIL 1, SHEET 15.ORO VALLEYMARKET PLACELOT 28BK. 64, PG.42IN AND OUTHEIGHT=25'11455 N. ORACLE RD.ORO VALLEYMARKET PLACELOT 26BK. 64, PG.423,500 S.FORO VALLEYMARKET PLACELOT 27BK. 64, PG.428,000 S.F.ORO VALLEYMARKET PLACELOT 29BK. 64, PG.428,000 S.F.S50'120'80'40'EXISTING EASEMENTS KEYNOTESSOUTHERN DEVELOPMENT AREASCALE:1"=40'PUBLIC SEWER ESMT. PER BK. 62, PG. 19S1WATER ESMT. PER DKT.13671, PG. 711 TO REMAINW4WATER ESMT. PER DKT.13671, PG. 711 TO BE ABANDONED BY SEPARATE INSTRUMENT.EXISTING MAIN TO BE REMOVED AND RELOCATED.W4aELECTRIC ESMT. PER DKT.13571, PG. 919U4ELECTRIC ESMT. PER DKT.13571, PG. 919 TO BE ABANDONED BY SEPARATE INSTRUMENT.U4aSEWER ESMT. PER DKT. 7787, PG. 1320S51"=40'121SCREENED LOADING BAYMASONRY SCREENWALL PAINTED TO MATCH BUILDING.SELF CLOSING SELF LATCHING STEELOVERHEAD SERVICE DOORLATTICE SCREENPAINTED TO MATCH BUILDING.ADJACENT BUILDINGAS OCCURSTREESSHRUBS/GROUNDCOVERACCENTS1.LANDSCAPE TO CONFORM TO ORO VALLEY CODE.2.MITIGATION OF SURVEYED PLANTS IN THE NATIVE PLANT PRESERVATION PLAN WILL BEINCORPORATED IN THE LANDSCAPE DESIGN.3.ALL TREE, SHRUB/GROUNDCOVER AND ACCENT LOCATIONS ARE PRELIMINARY.4.FENCE DETAIL TO BE PROVIDED DURING FINAL DESIGN REVIEW. OPENINGS IN FENCEWILL BE REQUIRED TO PROVIDE PEDESTRIAN CONNECTION TO EXISTING MULTI-USEPATH.EXISTING TREES AND SHRUBS TO REMAINPLANT LEGENDNOTESQ:\185050\WT-03 - Town West\04 Platting\02 CSP\CSP_12.1.22\CAD FOR NOV TC Mtng\15-OVVC_CSP 1019 TC_Sheets.dwg Plotted: Jan 04, 2023Inc.TheWLBGroupWLB NO. 185050-WT-03-0105 ORO VALLEY VILLAGE CENTERSEC. 31 & 32 T11S R14E AND SEC. 5, T12S R14E, G&SRMTOWN OF ORO VALLEY, PIMA COUNTY, ARIZONABEING A PORTION OFREF CASE# OV12-04-30SCALE: AUGUST 2022LOTS 1 THRU 31 AND COMMON AREAS A, B & DMASTER DEVELOPMENT PLAN/OV 2001300SHEET OF THE ORO VALLEY MARKETPLACE AMENDED FINAL PLATBOOK 62, PAGE 19, SEQUENCE NUMBER 20090270526OF 128 - 3 1 - 202 2 PAD AMEND (2001301)ESL AMEND (2001304)CONCEPTUAL SITE AND LANDSCAPE    Town Council Regular Session C. Meeting Date:04/16/2025   Submitted By:David Gephart, Finance Department:Finance SUBJECT: Resolution No. (R)25-11, designating David Gephart as Chief Fiscal Officer, authorized to submit the Town's Annual Expenditure Limitation Report (AELR) to the State Auditor General for FY 25-26 RECOMMENDATION: Staff recommends approval EXECUTIVE SUMMARY: Arizona Revised Statutes Section 41-1279.07(E) requires each county, city, town and community college district to annually provide to the Auditor General, by July 31, the name of the Chief Fiscal Officer (CFO) the governing board designated to submit the current year's annual expenditure limitation report (AELR). Council's action approving the attached resolution designating David Gephart as the CFO authorized to submit the AELR satisfies this requirement. Council most recently took action on this item in April 2024 for the 2024-2025 fiscal year. This item covers fiscal year 2025-2026. The AELR is prepared annually by the Town's independent auditors and is required to be filed with the Auditor General's Office by March 31 each year, or nine (9) months after fiscal year-end. The Town submitted its AELR for fiscal year 2024 prior to the March 31, 2025, deadline. BACKGROUND OR DETAILED INFORMATION: N/A FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to approve Resolution No. (R)25-11, designating David Gephart as Chief Fiscal Officer, authorized to submit the Town's annual expenditure limitation report (AELR) to the Auditor General for FY 25-26. Attachments (R)25-11Resolution 2025 David Gephart CFO  RESOLUTION NO. (R)25-11 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, DESIGNATING THE CHIEF FISCAL OFFICER FOR OFFICIALLY SUBMITTING THE FISCAL YEAR 2026 EXPENDITURE LIMITATION REPORT TO THE ARIZONA AUDITOR GENERAL WHEREAS, A.R.S. 41-1279.07(E) requires each county, city, town, and community college district to annually provide to the Arizona Auditor General by July 31 the name of the Chief Fiscal Officer the governing body designated to officially submit the current year’s annual expenditure limitation report (AELR) on the governing body’s behalf; and WHEREAS, the Mayor and Council of the Town of Oro Valley, desires to designate David Gephart as the Town’s Chief Fiscal Officer. WHEREAS, Entities must submit an updated form and documentation for any changes in the individuals designated to file the AELR. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Oro Valley, Arizona as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. David Gephart is hereby designated as the Town’s Chief Fiscal Officer for purposes of submitting the fiscal year 2026 AELR to the Arizona Auditor General on the governing body’s behalf. SECTION 3. If any section, subsection, sentence, clause, phrase or portion of this Resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions thereof. SECTION 4. All Oro Valley Resolutions, or Motions and parts of Resolutions or Motions of the Council in conflict with the provisions of this Resolution are hereby repealed. PASSED AND ADOPTED by the Mayor and Council of the Town of Oro Valley, Arizona, this 16th day of April, 2025. TOWN OF ORO VALLEY Joseph C. Winfield, Mayor 2 ATTEST: APPROVED AS TO FORM: ______________________________ Michael Standish, Town Clerk Tobin Sidles Legal Services Director Date: Date:    Town Council Regular Session D. Meeting Date:04/16/2025   Requested by: Cheryl Huelle  Submitted By:Cheryl Huelle, Community Development & Public Works Department:Community Development & Public Works SUBJECT: Resolution No. (R)25-12, acceptance of a license agreement to construct a multi-use path through a WAPA easement on the north side of Naranja Drive east of Sawtooth Road RECOMMENDATION: Staff recommends approval. EXECUTIVE SUMMARY: The Naranja Drive Multi-Use Path is a federally-funded project for the construction of a 10-foot-wide multi-use path on the north side of the existing Naranja Drive roadway and extends approximately 1.75 miles from La Cañada Drive to 1st Avenue. There is an IGA in place for the Arizona Department of Transportation's (ADOT’s) responsibilities as the administrator of the project. The design of the project is complete, and the project is currently under review by ADOT for advertisement. East of Sawtooth Road, there is an existing easement for the United States of America Department of Energy Western Area Power Administration (WAPA) Oracle to Tucson 115-kV Transmission Line that crosses Naranja Drive perpendicularly. The designed alignment of the new path traverses the easement and runs parallel to the existing roadway.   This License Agreement between the Town of Oro Valley and WAPA allows for the construction and maintenance of the multi-use path on the north side of Naranja Drive through an easement held by WAPA. A portion of the existing easement access path will be reconstructed to accommodate the new path. WAPA has reviewed the final design of the multi-use path and all required clearances are met.     BACKGROUND OR DETAILED INFORMATION: Currently, there are 10-foot-wide paths on La Cañada Drive and 1st Avenue, in which this new segment will tie into both, which also connects to the regional Chuck Huckelberry Loop trail system, Catalina State Park, Naranja Park, Oro Valley Town Hall and Pima County Public Library.   The multi-use path project is funded by the Pima Association of Governments Competitive Regional Transportation Alternatives Grant of $3,449,000 and by the Regional Transportation Authority with $208,930 for a total amount of $3,658,000. The Town is not certified to administer projects with federal funding, so through an IGA, ADOT administers both the design and construction of the project. The design was kicked off by EPS Group on October 5, 2023 with a public open house being held on February 13, 2024. The design of the path was completed on March 10, 2025, and the project is currently under review by ADOT for bid advertisement. The next steps include the bid opening, which is tentatively scheduled for May 2025, the construction starting in July 2025 and completion in January 2026.   The project terrain crosses four (4) washes with existing drainage culverts, in which there are some steep slopes adjacent to the roadway. The improvements for the path include retaining walls, handrails, a box culvert adjacent to the roadway. The improvements for the path include retaining walls, handrails, a box culvert extension, pipe extensions, new drainage pipes, curbing, and riprap. There is utility infrastructure throughout the project and the design has accommodated and made minor adjustments to all existing utilities.   FISCAL IMPACT: There is no cost for the License Agreement. SUGGESTED MOTION: I MOVE to (approve/deny) Resolution No. (R)25-12, authorizing and approving the License Agreement between the Town of Oro Valley and the US Department of Energy Western Area Power Administration for the construction of a multi-use path on Naranja Drive to cross through the WAPA easement east of Sawtooth Drive. Attachments (R)25-12 Resolution for Naranja MUP Wapa license agreement  WAPA License Agreement  RESOLUTION NO. (R)25-12 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, AUTHORIZING THE TOWN ENGINEER TO SIGN AND ENTER INTO, ON BEHALF OF THE TOWN, A LICENSE AGREEMENT BETWEEN THE TOWN OF ORO VALLEY AND THE DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION FOR THE CONSTRUCTION OF THE NARANJA MULTI-USE PATH; AND DIRECTING THE TOWN MANAGER, TOWN ENGINEER, TOWN CLERK, TOWN LEGAL SERVICES DIRECTOR, OR THEIR DULY AUTHORIZED OFFICERS AND AGENTS TO TAKE ALL STEPS NECESSARY TO CARRY OUT THE PURPOSES AND INTENT OF THIS RESOLUTION WHEREAS, the Town of Oro Valley (the Town) desires to construct a multi-use path (MUP) known as the Naranja MUP; and WHEREAS, a portion of the Naranja MUP will need to cross through an easement held by the Department of Energy Western Area Power Administration (WAPA) for the Oracle to Tucson Transmission Line(s); and WHEREAS, in order to permit the Naranja MUP to cross through their easement, WAPA requires that the Town enter into the License Agreement, attached hereto as Exhibit “A”; and WHEREAS, it is in the best interest of the Town to authorize the Town Engineer to sign and enter into, on behalf of the Town, the License Agreement, attached hereto as Exhibit “A”, between the Town and WAPA for the construction of the Naranja MUP. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND TOWN COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA AS FOLLOWS: SECTION 1.The Town Engineer is hereby authorized to sign and enter into, on behalf of the Town, the License Agreement, attached hereto as Exhibit “A”, between the Town and WAPA for the construction of the Naranja MUP. SECTION 2.The Town Manager, Town Engineer, Town Clerk, Town Legal Services Director, or their duly authorized officers and agents are hereby authorized and directed to take all steps necessary to carry out the purposes and intent of this resolution. SECTION 3. If any section, subsection, sentence, clause, phrase or portion of this Resolution, or the License Agreement attached hereto as Exhibit “A”, is for any reason held to be invalid or unconstitutional by the decision of any court of Page 2 of 3 competent jurisdiction, such decision shall not affect the validity of the remaining portions thereof. SECTION 4. All Oro Valley resolutions or motions and parts of resolutions or motions of the Council in conflict with the provision of this Resolution are hereby repealed. PASSED AND ADOPTED by the Mayor and Town Council of the Town of Oro Valley, Arizona, this 16th day of April, 2025. TOWN OF ORO VALLEY Joseph C. Winfield, Mayor ATTEST: APPROVED AS TO FORM: Michael Standish, Town Clerk Tobin Sidles, Legal Services Director Date:Date: Page 3 of 3 EXHIBIT “A” DSW-LI-2025-003 1 THE UNITED STATES OF AMERICA DEPARTMENT OF ENERGY WESTERN AREA POWER ADMINISTRATION Oracle to Tucson 115-kV Transmission Line SE¼SW¼, Section 1, Township 12 South, Range 13 East, Gila & Salt River Meridian, Pima County, State of Arizona Vicinity of Structure(s): 13-5A to 13-6 LICENSE AGREEMENT THIS LICENSE AGREEMENT is made this _______ day of _________________________, 2025, between TOWN OF ORO VALLEY (LICENSEE), whether one or more, and the UNITED STATES OF AMERICA, Department of Energy, Western Area Power Administration (WAPA), represented by the officer executing this License Agreement, pursuant to the Reclamation Act, Act of June 17, 1902, 32 Stat. 388, and acts amendatory thereof and supplementary thereto, and the Department of Energy Organization Act, Act of August 4, 1977, 91 Stat. 565. WITNESSETH: WAPA concurs and grants to the LICENSEE, upon the terms hereafter provided, a License for a period of 50 years from the date hereof, for the construction of multi-use-path, retaining wall, and handrail (FACILITY) (as described within the application). This FACILITY crosses under WAPA’s Oracle to Tucson 115-kV Transmission Line(s) and will not interfere with the operation and maintenance of said Transmission Line(s), if constructed in the manner and at the locations shown on Exhibits A-1 to A-7, attached hereto and made a part hereof. This License is renewable. In consideration of WAPA’s concurrence, the LICENSEE agrees to the following: a) This License Agreement does not grant any right, privilege, or interest in the land. The LICENSEE is responsible for obtaining any necessary land rights from the underlying landowner. b) This License Agreement is only valid provided the FACILITY is constructed, operated, and maintained in conformance with the attached drawings and/or exhibits. Any relocations, changes, or upgrades require additional concurrence by WAPA. LICENSEE agrees to alter or relocate its FACILITY, at no cost to WAPA, to accommodate future modifications of WAPA’s facilities, including but not limited to, upgrades of the transmission line. DSW-LI-2025-003 2 c) LICENSEE shall notify WAPA at least thirty (30) business days prior to commencing maintenance or installation of the FACILITY to permit inspection by WAPA. WAPA’s Point of Contact: Terry Kugler, Foreman III at 602-605-2716 (Monday thru Thursday 6:00 AM-4:30 PM) or email at kugler@wapa.gov. d) To abide by and comply with all applicable Federal, State, and local laws as well as building and safety codes including the latest edition of the National Electric Safety Code (NESC) and Occupational Safety and Health Administration standards (OSHA) applicable to the design and construction of the aforesaid FACILITY. e) In accordance with the National Electric Safety Code (NESC), a clearance of 23.1 feet from transmission line conductors to the top of the handrail must be always maintained. Additionally, all equipment used within the easement area shall maintain a minimum clearance of 13 feet, from the transmission line conductors, including backhoes, front-end loaders, cranes, or other equipment. f) Induced voltages and currents may occur on the FACILITY constructed or placed under or near high voltage transmission lines. The LICENSEE shall be responsible for the protection of personnel and equipment in their design, construction, operation, and maintenance of the FACILITY described in this License Agreement. If heavy equipment is used during construction, signs shall be posted saying, “Caution – Overhead High Voltage Transmission Lines”. g) WAPA always requires unimpeded access to its right-of-way. WAPA uses vehicles that have a 42-kip (42,000 pounds) axle load and is not liable for any damage caused to the FACILITY when patrolling, performing maintenance, or reconstructing the transmission line. h) No appreciable change shall be made to the character of the existing topography. Safe conductor phase-to-ground clearance must be always maintained. Steep sloping which will impede heavy line equipment and vehicles from traversing the lands within the transmission line right-of-way shall not be allowed. The gradient must not be steeper than 6:1 run to rise. i) Upon completion of the project, the Licensee will submit a copy of the as-builts and/or photographs of the FACILITY to WAPA Lands (P.O. Box 6457, Phoenix, AZ 85005-6457). j) This License Agreement shall be binding on the successors or assigns of the LICENSEE and WAPA. k) Fences, gates, handrails, or walls across the easement must have a 16-foot-wide gate installed at each end of the right-of-way. Metal fencing must be adequately and properly grounded, as per the National Electric Code (NEC) Section 250. DSW-LI-2025-003 3 l) LICENSEE agrees to indemnify and hold harmless WAPA, its employees, or agents, from any loss or damage and from any liability on account of personal injury, death, or property damage arising out of LICENSEE’s, its agents, contractors, or subcontractors use of the land covered by this License Agreement, except to the extent any such loss, damage or liability is caused by the negligence or willful misconduct of WAPA, its employees, or agents. TOWN OF ORO VALLEY THE UNITED STATES OF AMERICA Western Area Power Administration Desert Southwest Region _____________________________________ _________________________________________ Signature Mary Klozenbucher, acting Natural Resources Manager _____________________________________ Print Name _____________________________________ Title Please include a full size, complete set of engineered plans with your submittal or call (602)605-2530 to speak to a Realty Specialist Date: os105t24 Exhibit A-1 Western Area Power Administration Desert Southwest Region ATTN: Lands G5600 - Lands & Realty P.O. Box 6457 Phoenix, AZ 85005-6457 LICENSE AGREEMENT APPLICATION W AP A Transmission Line: ORA TUC 115kV ----------------Description of Proposal (Narrative): The Town of Oro Valley is proposing the construction of a new mull-use path on the North side of Naranja Dr that will cross underneath WAPA overhead facilities. , Meridian: GSRM Location: Section:_1 __ , Township: 12 South , Range: 13 East ---------- County: Pima State: AZ , Lo ng itude: 11od, 58', 25-50" w------------Latitude: 32d, 24', 35.87" N PROFILE: Show the location, height (feet), and distance (feet) from the nearest transmission line structure. W AP A Structure Height from proposed groun # 13-5A -----> /24; 7:30-7:45 AM; 74 degrees) 67.5' W AP A Structure <-----# 13-6 Ground Surface 85'366' Ground Surface PLAN VIEW: Show the location and dimensions (in feet) of the proposed facility in relation to the center conductor of the transmission line. . 100' ,< ............. ROW Width ___ .-- ---- ................ > W AP A Structure 13-5A v �'c5 85' to WAPA Structure #13-5A North W AP A Structure 1 3-6 /\ Show NORTH by arrow at(+) in block at left And show approximate location in ¼ Section at right. NW1/4 NE1/4 ''''-----+----- Attach other drawings and information as appropriate. SW1/4 SE1/4 X NOTE: Induced voltages and currents may occur on facilities constructed or placed under or near high voltage transmission lines, therefore, the Licensee shall be responsible for the protection of personnel and equipment in their design, construction, operation and maintenance of the facilities described in this application. Anthony Herrera Name: (Please Print) Can be engineer or representative Anthony Herrera Signature Company or Party Owning the Facility APPLICANT: Town of Oro Valley Address: 11000 North La Canada Drive Oro Valley, AZ 85737 Phone: 520-229-4873 Email: chuelle@orovalleyaz.gov WESTERN AREA POWER ADMINISTRATION 21 Rev. Nov 2021 Exhibit A-2 GREGORY BYRES, P.E., STATE ENGINEER DATA REC. DWGS. Construction Administrator Name & Company Record Drawings Designer Name & Company CONSTRUCT MULTI-USE PATH STATE OF ARIZONA DEPARTMENT OF TRANSPORTATION PROJECT PLANS INFRASTRUCTURE DELIVERY AND OPERATIONS DIVISION OF ARIZONA DEPARTMENT OF TRANSPORTATION REC. DWG. DATE INFRASTRUCTURE DELIVERY AND OPERATIONS DIVISION Constructed by: Completion Date Red-Lines by: Completion Date Record Drawings by: Completion Date Construction CompanyCOLORADORIVERN E W M E X I C OU T A HN E V A D A C A L I F O R N I AM E X I C OGREENLEEPhoenix APACHE NAVAJO COCONINO MOHAVE LA PAZ YUMA MARICOPA YAVAPAI GILA PINAL PIMA GRAHAM COCHISE SANTA CRUZ A R I Z O N A URBANIZED AREA TOWN OF ORO VALLEY FEDERAL AID NO. ORV-0(204)T NARANJA DR: LA CANADA DR TO FIRST AVE PROJECT NO. 0000 PM ORV T0438 01C T12S R13E PIMA COUNTY Exhibit A-3 RCURAY 1/23/2025 12:53:43 PM 2D Imperial Sheet - Landscape - Automatic Sheet Index Numbering \ Model Name: U:\Projects\2021\21-1223.011 Naranja MUP\Civil\CAD\dgn\Sheets\01_General\T0438_ts.dgn (MUP) SECTION NO. 1 PAVEMENT STRUCTURAL Total Thickness = 6" Sta 100+00.00 to 205+50.83 TYPICAL SECTION NO. 1 NTS Grade Profile Sct No. 1 Pvmt Str R/W Exist Section LineR/W Exist MUP CL 6' Min, Typ Height Varies (14' Max) Sta 166+55.00 to 167+80.00 (CIP) Sta 177+43.00 to 178+63.00 (CIP) LT Daylight Fill Slopes Retaining Wall (Cut) Locations Requiring Handrail Per PAG Dtl 105 Face of Guardrail 5' Min Behind Fill Slope is Greater Than 6 Feet (When 3:1 Slope) Or Vertical Drop Along Fill Slope is Greater Than 4 Feet (When 2:1 Slope) Where Vertical Drop Along New Handrail To Be Installed See Note 1 Stations 2:1 (SIDE STREETS/DRIVEWAYS) SECTION NO. 2 PAVEMENT STRUCTURAL Total Thickness = 8" Sta 185+51.00 to 188+36.00 Sta 182+51.00 to 184+79.00 Sta 169+63.00 to 176+96.00 (Per MAG Dtl 145) Sta 163+54.00 to 163+98.00 Sta 157+30.00 to 159+30.00 Sta 116+47.00 to 119+24.00 Sta 109+22.00 to 110+31.00 (Per MAG Dtl 145) For MUP Cross Slope Aligned with the Profile Grade Axis of Rotation for Superelevation To Be Superelevation Table 2:1 Max Cut Slopes Vertical Curb At See Note 2 Stations Grade Profile Sct No. 1 Pvmt Str 6:1 Cut/Fill Daylight Slopes Sta 132+89.71 to Sta 133+80.00 (D50 = 6", 12" Thick) Dumped Rip Rap 95% Compaction Compacted Subgrade (WAPA ACCESS ROAD) SECTION NO. 3 PAVEMENT STRUCTURAL Total Thickness = 12" RT Cut Slope Only 3:1 to 2:1 Transition LT Daylight Fill Slope From Sta 108+72.00 to 109+23.27 Varies LT Daylight Fill Slope 1:1 Sta 109+98.00 to 110+52.00 Sta 109+23.27 to 109+43.44 Varies Note 1 Stations Sta 185+50.82 to 188+35.82 Sta 182+51.83 to 184+88.45 Sta 169+12.00 to 176+95.82 Sta 163+36.00 to 164+56.65 Sta 156+98.24 to 159+60.06 Sta 117+94.00 to 119+46.56 Sta 116+41.00 to 117+71.00 Note 2 Stations Sta 178+63.00 to 182+05.00 Sta 176+96.00 to 177+43.00 Sta 168+80.00 to 169+08.00 Sta 165+98.00 to 166+55.00 Sta 147+52.00 to 148+81.00 Sta 144+05.00 to 146+18.00 Sta 133+80.00 to 137+11.00 Sta 123+96.00 to 128+76.00 Sta 103+90.00 to 106+14.00 Sta 109+22.00 to Sta 109+40.00 Sta 108+28.00 to Sta 108+70.00 Sta 106+80.00 to Sta 107+88.00 DESIGN DRAWN DATE CHECKED NAME ROUTE LOCATION TRACS NO.OF ARIZONA DEPARTMENT OF TRANSPORTATION ROADWAY DESIGN SECTION 03/25 0000 PM ORV T0438 01C RC INFRASTRUCTURE DELIVERY AND OPERATIONS DIVISION NARANJA DR MULTI-USE PATH: LA CANADA DR TO FIRST AVE RC / ZB / MA / TA / PD AH / JB FEDERAL ID NO. ORV-0(204)T NO. SHEET SHEETS TOTAL RECORD DRAWINGPROJECT NO. T0438 01C STATE ARIZ. F.H.W.A. Arizona Division MILEPOST STRUCTURE NO. DWG No. 03/25 03/25tERN RENZO CURAY DE LA ROSA 82494 e ZIRA.dengiS ,ANOtsigeRaDC A.S.U . ......O ....)liviC( A rPderenissefo ICTIF enignEla TEre o 03-07-25TYPICAL SECTION Subgrade 2" AC (Mix No. 2) 4" AB Compacted Subgrade 10' Path Varies 5' 2' Shoulder (6:1 Slope)3:13:1 75' 3:13:175' Varies Varies 34'-51'± Exist Naranja Dr Pavement 2:1 M axVertical Curb Per PAG SD 209, Type 2 2' Retaining Wall 1' 2' Shoulder (6:1 Slope) G-02.01 Subgrade 2" AC (Mix No. 2) 6" AB Compacted Subgrade 1' 2'6:16:1Varies 6:16:1Subgrade 3:1 2' 2' 2' 3 89 Exhibit A-4 WV WV WV N88°06'17.2"E N89°47'43.1"E '0.05Ext 500.00'R 14.75'L 7.38'T 11°27'33.0"D LT01°41'25.9"Δ 165+14.52PI '0.98Ext 150.00'R 34.23'L 17.19'T 38°11'49.9"D LT13°04'34.7"Δ 168+42.55PI '0.83Ext 150.00'R 31.58'L 15.85'T 38°11'49.9"D LT12°03'39.6"Δ 168+09.63PI 165+07.15 PC165+21.90 PT167+93.79 PC168+25.36 PRC168+59.60 PT165+14.52PI 168+42.55PI 168+09.63PI 165+00166+00167+00168+00169+00Exst R/W Sta 167+80 Sta 166+55 to New CIP Wall Naranja Drive CL Section 3 See Structural Pavement WAPA Access Path To Remain Exst Guardrail To Remain Exst Guardrail Side Street Improvements See Sheet C-03.04 for (2nd Leg) Cst CL Naranja MUP Match Exst EL 2677.46'± 30.11' (LT)OFF 166+56.91STA Match Exst EL 2677.00'± 21.13' (LT)OFF 166+60.54STA Per PAG Dtl 212 New Curb Terminal Section Per PAG Dtl, Type 2, H=6" New Vertical Curb Elev 2669.72 5.50' (RT)Off 166+20.57Sta Per PAG Dtl, Type 2, H=6" New Vertical Curb Elev 2666.36' 5.50' (RT)Off 167+54.67Sta Per PAG Dtl 212, L=5' New Concrete Curb Terminal 10.48' (RT)Off 168+02.38Sta Sta 166+73 Sta 166+20 to Remove Exst Curb Match Exst SawcutSection Line Sta 165+98 to Sta 166+55 Per PAG Dtl 209, Type 2, (H=8") New Vertical Curb Sta 168+20 to Sta 169+08 Per PAG Dtl 209, Type 2, (H=8") New Vertical Curb Sta 165+96 Per PAG Dtl 212 Terminal Section New Curb Sta 167+80 Sta 166+55 to Remove Exst ShotcreteRemove Existing Boulder 0.29'Corr 2670.52Elev 164+43.98VPI -2.62%+0.50%2671.51EL 164+06.48VPC 2670.71EL 164+81.48VPT '75.00L = 24K = 2671.05EL 165+48.35PI 2670.48EL 166+14.84PI 2669.60EL 166+38.91PI 2668.83EL 166+62.74PI 2667.67EL 167+18.40PI 2664.79EL 168+48.00PI +0.50%-0.86% -3.63% -3.24% -2.09% -2.22% -2.24% Oro Valley Water (Calc'd)2664.58Elev 165+45.19Sta 8" PVC Water Pima County Wastewater 2665.42Elev 165+78.32Sta 8" PVC Sanitary SW Gas (Calc'd)2666.64Elev 166+06.95Sta 2" Drisco Gas CenturyLink (Calc'd)2667.31Elev 166+55.71Sta Copper Cable 50 PR Tucson Electric Power (Calc'd)2667.31Elev 166+53.71Sta Size: Unknown Electrical Conduit Prop Grade @ MUP CL Exst Grade @ MUP CL Exst Grade @ MUP CL 164+00 165+00 166+00 167+00 168+00 169+00 2640 2640 2650 2650 2660 2660 2670 2670 2680 2680 DESIGN DRAWN DATE CHECKED NAME ROUTE LOCATION TRACS NO.OF ARIZONA DEPARTMENT OF TRANSPORTATION ROADWAY DESIGN SECTION 03/25 0000 PM ORV T0438 01C RC INFRASTRUCTURE DELIVERY AND OPERATIONS DIVISION NARANJA DR MULTI-USE PATH: LA CANADA DR TO FIRST AVE RC / ZB / MA / TA / PD AH FEDERAL ID NO. ORV-0(204)T NO. SHEET SHEETS TOTAL RECORD DRAWINGPROJECT NO. T0438 01C STATE ARIZ. F.H.W.A. Arizona Division MILEPOST STRUCTURE NO. DWG No. 03/25 03/25 PAVEMENT STRUCTURAL SECTION NO. 2 - SEE SHEET G-02.01 PAVEMENT STRUCTURAL SECTION NO. 1 - SEE SHEET G-02.01 20 Feet 0 5 tER N RENZO CURAY DE LA ROSA 82494 e ZIRA.dengiS ,ANO tsigeRaDC A.S.U .......O ....)liviC( A rPdere nissefo ICTIF enign E la TEre o 03-07-25RCURAY 2/20/2025 3:19:10 PM PP12 \ Model Name: U:\Projects\2021\21-1223.011 Naranja MUP\Civil\CAD\dgn\Sheets\03_Roadway\PP12.dgn Naranja DriveSawtooth Road1 0 0' W A PA E smt75' R/W75' R/W10'10'2'16' MULTI-USE PATH PLAN SHEET STA 164+00 TO STA 169+50 C-02.12 24 89 Exhibit A-5 WVWV 2671.52'Elev: 2672.53'Elev: Sawcut Sawcut Breakline Elev: 2670.71' 2671.00'Elev: 2671.12'Elev: 2671.26'Elev: Slope Max 2% Sta 165+48.97 to Sta 165+59.79 Remove Concrete Header Sta 165+48.97 to Sta 165+59.79 New Concrete Header, Per PAG Dtl 213 Sta 165+91.02 to Sta 166+20.57 Remove Concrete Header Sta 165+91.02 to STA 166+14.72 New Concrete Header, Per PAG Dtl 213 Exist R/W 29.94' Lt.Off: 165+59.79Sta: 5.00' Lt.Off: 165+52.91Sta: 4.98' Rt.Off: 165+48.97Sta: 5.15' Rt.Off: 165+65.32Sta: 5.00' Lt.Off: 165+68.19Sta: 5.00' Lt.Off: 165+98.46Sta: 30.13' Lt.Off: 165+91.02Sta: 30.03' Lt.Off: 165+75.28Sta: 5.50' Rt.Off: 166+20.57Sta: 166+00Sawtooth Road Off:30.13' Lt Sta:165+91.02 Elev:2670.71' Off:5.00' Lt Sta:165+98.46 Off:5.50' Rt Sta:166+20.57 Off:5.15' Rt Sta:165+65.32 Elev:2671.52' Off:5.00' Lt Sta:165+68.19 Off:30.03' Lt Sta:165+75.28 Off:29.94' Lt Sta:165+59.79 Elev:2671.12' Off:5.00' Lt Sta:165+52.91 Off:5.00' Rt Sta:165+48.97 @ Right EOP Existing Ground @ Side Street CL Existing Ground @ Left EOP Existing Ground -6 .89%-3.80% -2.43%-7.04% -2.40%-5.12% DESIGN DRAWN DATE CHECKED NAME ROUTE LOCATION TRACS NO.OF ARIZONA DEPARTMENT OF TRANSPORTATION ROADWAY DESIGN SECTION 03/25 0000 PM ORV T0438 01C RC INFRASTRUCTURE DELIVERY AND OPERATIONS DIVISION NARANJA DR MULTI-USE PATH: LA CANADA DR TO FIRST AVE RC / ZB / MA / TA / PD AH FEDERAL ID NO. ORV-0(204)T NO. SHEET SHEETS TOTAL RECORD DRAWINGPROJECT NO. T0438 01C STATE ARIZ. F.H.W.A. Arizona Division MILEPOST STRUCTURE NO. DWG No. 03/25 03/25 PAVEMENT STRUCTURAL SECTION NO. 2 - SEE SHEET G-02.01 PAVEMENT STRUCTURAL SECTION NO. 1 - SEE SHEET G-02.01 20 Feet 0 5 tER N RENZO CURAY DE LA ROSA 82494 e ZIRA.dengiS ,ANOtsigeRaDC A.S.U . ......O ....)liviC( A rPderenissefo ICTIF enignEla TEre o 03-07-25PDOHI 1/23/2025 11:01:29 AM PP24 \ Model Name: U:\Projects\2021\21-1223.011 Naranja MUP\Civil\CAD\dgn\Sheets\03_Roadway\PP24.dgn STA 165+66 SIDE STREET AND DRIVEWAY GRADING C-03.04 WVWVWV 35 89 Exhibit A-6 DESIGN DRAWN DATE CHECKED NAME ROUTE LOCATION TRACS NO.OF ARIZONA DEPARTMENT OF TRANSPORTATION ROADWAY DESIGN SECTION 03/25 0000 PM ORV T0438 01C RC INFRASTRUCTURE DELIVERY AND OPERATIONS DIVISION NARANJA DR MULTI-USE PATH: LA CANADA DR TO FIRST AVE RC / ZB / MA / TA / PD AH / JB FEDERAL ID NO. ORV-0(204)T NO. SHEET SHEETS TOTAL RECORD DRAWINGPROJECT NO. T0438 01C STATE ARIZ. F.H.W.A. Arizona Division MILEPOST STRUCTURE NO. DWG No. 03/25 03/25tERN RENZO CURAY DE LA ROSA 82494 e ZIRA.dengiS ,ANOtsigeRaDC A.S.U . ......O ....)liviC( A rPderenissefo ICTIF enignEla TEre o 03-07-25WV WV N89°47'43.1"E '0.83Ext 150.00'R 31.58'L 15.85'T 38°11'49.9"D LT12°03'39.6"Δ 168+09.63PI 167+93.79 PC168+25.36 PRC168+42.55PI 168+09.63PI 166+00167+00168+008.50' (LT)OFF 167+80.01STA 8.50' (LT)OFF 166+58.10STA For Section Detail 4' Wide - 6" Thick Shotcrete - See Dwg No. S-1.04 Naranja MUP (2nd Leg) Cst CL RCURAY 1/24/2025 7:28:58 PM Soil Nail Wall Channel \ Model Name: U:\Projects\2021\21-1223.011 Naranja MUP\Civil\CAD\dgn\Sheets\04_Detail\STA 166+20 Soil Nail Wall Channel.dgn DRAINAGE SWALE DETAIL SHEET STA 166+20 TO STA 168+48 DETAIL D6 D-01.07 49 89 Exhibit A-7    Town Council Regular Session 2. Meeting Date:04/16/2025   Submitted By:Michelle Stine, Town Clerk's Office Department:Town Clerk's Office SUBJECT: PUBLIC HEARING: DISCUSSION AND POSSIBLE ACTION REGARDING AN APPLICATION FOR A SERIES 12 (RESTAURANT) LIQUOR LICENSE FOR GRAIN RIVER ASIAN BISTRO, LOCATED AT 12985 N. ORACLE ROAD, STE#125 RECOMMENDATION: Staff recommends approval of this liquor license to the Arizona Department of Liquor Licenses and Control for the following reasons: 1. No protests to this license have been received.  2. The necessary background investigation was conducted by the Police Department.  3 The Police Department has no objection to the approval of the Series 12 Liquor License. EXECUTIVE SUMMARY: An application for a new Series 12 (Restaurant) Liquor License has been submitted by Nghia Tran for Grain River Asian Bistro, located at 12985 N. Oracle Road, #125. Nghia Tran has submitted all necessary paperwork to the Town of Oro Valley and the Arizona Department of Liquor Licenses and Control, and has paid all related fees associated with applying for the liquor license ($500 Application Processing Fee). The Arizona Department of Liquor Licenses and Control (DLLC), authorized by Arizona Revised Statutes Title 4, is responsible for reviewing and processing state liquor applications. After meeting the DLLC's application and review requirements, the liquor license application is sent to the jurisdiction in which it is located for a public hearing and a recommendation from the local governing body. BACKGROUND OR DETAILED INFORMATION: This non-transferable, on-sale retail privileges liquor license allows the holder of a restaurant license to sell and serve spirituous liquor solely for consumption on the premises of an establishment which derives at least forty percent (40%) of its gross revenue from the sale of food. Failure to meet the 40% food requirement shall result in revocation of the license. In accordance with Section 4-201 of the Arizona Revised Statutes, the application was posted for 20 days on the premises of the applicant's property, ending March 25, 2025. No protests were received during this time period. Police Chief Kara Riley completed a standard background check on Grain River Asian Bistro and Owner/Agent Nghia Tran. Chief Riley has no objection to the approval of the Series 12 (Restaurant) License. FISCAL IMPACT: Per Ordinance No. (O)11-16, the Town of Oro Valley charges a $500 liquor license application processing fee to Per Ordinance No. (O)11-16, the Town of Oro Valley charges a $500 liquor license application processing fee to cover the costs incurred by the Town to process the application.  Per Section 8-2-6 Schedule of the Oro Valley Town Code, persons licensed by the State of Arizona to deal in spirituous liquor within the Town shall pay an annual license fee of $80 to the Town.  SUGGESTED MOTION: I MOVE to RECOMMEND APPROVAL of the issuance of a Series 12 Liquor License to the Arizona Department of Liquor Licenses and Control for Nghia Tran for Grain River Asian Bistro, located at 12985 N. Oracle Road, #125. or I MOVE to RECOMMEND DENIAL of the issuance of a Series 12 Liquor License to the Arizona Department of Liquor Licenses and Control for Nghia Tran for Grain River Asian Bistro, located at 12985 N. Oracle Road, #125. or I MOVE that NO RECOMMENDATION be made regarding the issuance of a Series 12 Liquor License to the Arizona Department of Liquor Licenses and Control for Nghia Tran for Grain River Asian Bistro, located at 12985 N. Oracle Road, #125. Attachments Application  PD Approval  Series 12 Description  License Type: Series 12 Restaurant This non-transferable, on-sale retail privileges liquor license allows the holder of a restaurant license to sell and serve spirituous liquor solely for consumption on the premises of an establishment which derives at least forty percent (40%) of its gross revenue from the sale of food. Failure to meet the 40% food requirement shall result in revocation of the license.    Town Council Regular Session 3. Meeting Date:04/16/2025   Requested by: Rosalyn Epting Submitted By:Rosalyn Epting, Parks and Recreation Department:Parks and Recreation SUBJECT: DISCUSSION AND POSSIBLE ACTION REGARDING POND CONCEPTS AT THE VISTOSO TRAILS NATURE PRESERVE RECOMMENDATION: Staff recommends Town Council discuss the presented concept plans and provide the consultant with clear direction for any intended next steps. EXECUTIVE SUMMARY: This item will provide pond concepts for consideration per Town Council's request regarding the Vistoso Trails Nature Preserve Desert Ecosystem Restoration Project. BACKGROUND OR DETAILED INFORMATION: Rebeca Field, Senior Project Manager from Kimley-Horn and Associates, will be attending the meeting to present pond concepts regarding the Vistoso Trails Nature Preserve Desert Ecosystem Restoration Project. The presentation will discuss options for the former pond area and estimated present-day costs, not accounting for inflation, tariffs, or possible cost fluctuations. The background on the project is as follows: September 18, 2024 Town Council approved a Concept Plan for the Vistoso Trails Nature Preserve Desert Ecosystem Restoration Project that includes the Desert Garden and priority restoration areas and methodology. October 29, 2024 Ms. Field attended the Parks & Recreation Advisory Board Meeting and gave an update on the progress of the plan thus far. The presentation centered around restoration strategies, restoration area plans, desert garden area plans, and the schedule moving forward. November 6, 2024 Ms. Field presented an update on the project progress. The presentation discussed the restoration strategies, restoration concept plans, seed mix, Desert Garden Area Concept Plan, planting design, preliminary costs, and the schedule. Director Rosalyn Epting also gave an update on grants and the project budget. The Town Council approved motion was, “that the Town hold in reserve $1,500,000., that the Town maximize the Land and Water Conservation fund at $3,000,000., and that $500,000 is allocated for a three-prong approach which includes a cobble approach, a non-cobble approach, and a seed only approach. Then staff and Ms. Field will return to Council with what this would look like in terms of acres, after a discussion with a contractor.” November 20, 2024 Town Council reconsidered the November 6, 2024, agenda item. Town Council approved a motion to, “reconsider the following item from the November 6, 2024, Town Council meeting: Discussion and possible action to do a straight reconsideration rather than restricting the reconsideration only to the pond for Vistoso Trails Nature Preserve; and further move to place this item on the December 4, 2024, Council meeting agenda.” December 4, 2024 Town Council approved the following motion, “to direct the Town Manager to amend the contract with the town’s consultant Kimley-Horn by December 20, 2024, to now include a pond concept with associated cost, and to come back to Town Council for review and approval.” Attached you will find two (2) pond concepts with cost estimates, a site analysis of the existing pond and pump, as well as the December 4, 2024, Town Council Agenda Item and meeting minutes.   FISCAL IMPACT: The Vistoso Trails Nature Preserve Desert Restoration Project has an allocated budget of $2,000,000, with a grant capacity of an additional $2,000,000. SUGGESTED MOTION: I MOVE to approve (or deny) … Attachments 1 Acre Pond Concept & Cost Estimates  2.5 Acre Pond Concept & Cost Estimates  Existing Pond & Pump Analysis  12.04.2024 Agenda Item  12.04.2024 Meeting Minutes  $඘කඑඔ 3/$1 12772 SCALE 9එඛග඗ඛ඗7කඉඑඔඛ1ඉගඝකඍ3කඍඛඍකඞඍ 'ඍඛඍකග*ඉකඌඍඖ$කඍඉඟඑගඐ$උකඍ3඗ඖඌ&඗ඖඋඍ඘ග3ඔඉඖ 9එඛග඗ඛ඗ + එ ඏ ඐ ඔ ඉ ඖ ඌ ඛ  ' ක  LEGEND A B C D E.ඍඡඛග඗ඖඍ6඘කඑඖඏඛ'කF G H I A ([LVWLQJ&RQFUHWH3DWK([LVWLQJ&RQFUHWH3DWK B C D E¶[¶5DPDGD¶[¶5DPDGD 3URSRVHG'HFRPSRVHG*UDQLWH3URSRVHG'HFRPSRVHG*UDQLWH :DONLQJ3DWK:DONLQJ3DWK 'HVHUW/DQGVFDSH3ODQWHG$UHD'HVHUW/DQGVFDSH3ODQWHG$UHD $FUH3RQG$FUH3RQG (QKDQFHG/DQGVFDSH(QWU\(QKDQFHG/DQGVFDSH(QWU\ )HDWXUH)HDWXUH 3URSRVHG&RQFUHWH3DWK3URSRVHG&RQFUHWH3DWK 3DUNLQJ/RWZLWK6SDFHV3DUNLQJ/RWZLWK6SDFHV ,QFOXGLQJ$'$6SDFHV,QFOXGLQJ$'$6SDFHV F G H %HQFK%HQFKI Unit Unit Cost Qty Sub Total BBQ Grill EA $675 5 $3,375 Benches EA $1,200 8 $9,600 Bike Racks EA $600 1 $600 Drinking Fountain EA $6,000 1 $6,000 Irrigation (Landscape Drip)AC $20,000 5 $100,000 Picnic Tables EA $2,000 10 $20,000 Ramada (Small)EA $35,000 5 $175,000 Trail (Stabilized DG)SF $4 14,952 $59,808 Trash (Receptacle)EA $1,000 10 $10,000 Park Amenity Totals $384,383 Clearing & Grubbing SF $0.50 348,480 $174,240 Place Fill Material CY $20 24,000 $480,000 Rough Grading SF $0.50 348,480 $174,240 Construction Surveying & Materials Testing AC $1,500 8 $12,000 Earthwork Totals $840,480 Dust Control & SWPPP AC $1,500 8 $12,000 General Landscape SF $2 226,588 $453,176 Parking Lot Improvements SY $65 1,160 $75,400 Sidewalk Concrete (4-inch thick)SF $15 2,870 $43,050 Lake Resurfacing/Liner/12-inch Cover Fill SF $5 41,593 $207,965 Lake Edge Treatment LF $300 835 $250,500 Shotcrete SF $8 1,750 $14,000 Lake & Irrigation Mechanical Equipment & Enclosure LS $150,000 1 $150,000 Infrastructure Totals $1,206,091 Design/ Construction Documents LS 10%$243,095 Construction Management with Internal Costs LS 10%$243,095 Mobilization/ Demobilization LS 10%$243,095 Construction Overhead / Profit LS 10%$243,095 Insurance LS 1%$24,310 Bond LS 1%$24,310 Construction Contingency LS 10%$243,095 GRAND TOTAL Assumptions: This Order of Magnitude Cost Estimate cost has been derived from conceptual master plan graphics. Due to the preliminary nature of the design, assumptions on line items and unit quantities have been made. Additional line items and adjustments to the unit quantities are likely as the design progresses. Unit costs have been derived from projects of similar type and size. Those on the consultant team are not cost estimators and the unit costs are only impressions of the current market cost. This cost estimate does not account for potential impacts from tariffs or inflation. If a detailed cost estimate is needed, it is suggested that the Town hire an objective, third party professional cost estimator for exact current market conditions. Construction cost percentages are approximations based upon projects of similar size. Vistoso Preserve: 1 Acre Concept Order of Magnitude Costs $3,695,050 Revised: Category Earthwork 4/9/2025 Unit Qty O&M Unit O&M POND MAINTENANCE AC 1 $6,000 $6,000 GENERAL PARK MAINTENANCE AC 7 $3,000 $21,000 YEARLY WATER LS 1 $36,000 $36,000 GRAND TOTALS Assumptions: Vistoso Preserve: 1 Acre Concept Order of Magnitude O&M Costs 1 AcreRevised: Category Pond maintenance includes chemicals, removing growth, pump repairs, etc. General park maintenance includes tree trimming, fertilizer, seed, irrigation repairs, and weed abatement. 1 Acre $63,000 $඘කඑඔ 3/$1 12772 SCALE 9එඛග඗ඛ඗7කඉඑඔඛ1ඉගඝකඍ3කඍඛඍකඞඍ 'ඍඛඍකග*ඉකඌඍඖ$කඍඉඟඑගඐ$උකඍ3඗ඖඌ&඗ඖඋඍ඘ග3ඔඉඖ 9එඛග඗ඛ඗ + එ ඏ ඐ ඔ ඉ ඖ ඌ ඛ  ' ක  LEGEND .ඍඡඛග඗ඖඍ6඘කඑඖඏඛ'කA 3DUNLQJ/RWZLWK6SDFHV3DUNLQJ/RWZLWK6SDFHV ,QFOXGLQJ$'$6SDFHV,QFOXGLQJ$'$6SDFHV B C D E(QKDQFHG/DQGVFDSH(QWU\(QKDQFHG/DQGVFDSH(QWU\ )HDWXUH)HDWXUH 3URSRVHG'HFRPSRVHG*UDQLWH3URSRVHG'HFRPSRVHG*UDQLWH :DONLQJ3DWK:DONLQJ3DWK 'HVHUW/DQGVFDSH3ODQWHG$UHD'HVHUW/DQGVFDSH3ODQWHG$UHD 3URSRVHG&RQFUHWH3DWK3URSRVHG&RQFUHWH3DWK $FUH7XUI$FUH7XUI ¶[¶5DPDGD¶[¶5DPDGD $FUH3RQG$FUH3RQG F G H %HQFK%HQFKI A B C D F E G H I J ([LVWLQJ&RQFUHWH3DWK([LVWLQJ&RQFUHWH3DWKJ Unit Unit Cost Qty Sub Total BBQ Grill EA $675 5 $3,375 Benches EA $1,200 8 $9,600 Bike Racks EA $600 1 $600 Drinking Fountain EA $6,000 1 $6,000 Irrigation (Landscape Drip)AC $20,000 3 $60,000 Irrigation (Landscape Turf)AC $30,000 1 $21,000 Picnic Tables EA $2,000 10 $20,000 Ramada (Small)EA $35,000 5 $175,000 Trail (Stabilized DG)SF $4 14,577 $58,308 Trash (Receptacle)EA $1,000 10 $10,000 Park Amenity Totals $363,883 Clearing & Grubbing SF $0.50 348,480 $174,240 Rough Grading SF $0.50 348,480 $174,240 Construction Surveying & Materials Testing AC $1,500 8 $12,000 Earthwork Totals $360,480 Dust Control & SWPPP AC $1,500 8 $12,000 General Landscape SF $2 132,877 $265,754 Turf (Sod)SF $2 29,930 $59,860 Parking Lot Improvements SY $65 1,080 $70,200 Sidewalk Concrete (4-inch thick)SF $15 4,700 $70,500 Lake Resurfacing/Liner/12-inch Cover Fill SF $5 101,584 $507,920 Lake Edge Treatment LF $300 1,425 $427,500 Lake & Irrigation Mechanical Equipment & Enclosure LS $300,000 1 $300,000 Infrastructure Totals $1,713,734 Design/ Construction Documents LS 10%$243,810 Construction Management with Internal Costs LS 10%$243,810 Mobilization/ Demobilization LS 10%$243,810 Construction Overhead / Profit LS 10%$243,810 Insurance LS 1%$24,381 Bond LS 1%$24,381 Construction Contingency LS 10%$243,810 GRAND TOTAL Assumptions: This Order of Magnitude Cost Estimate cost has been derived from conceptual master plan graphics. Due to the preliminary nature of the design, assumptions on line items and unit quantities have been made. Additional line items and adjustments to the unit quantities are likely as the design progresses. Unit costs have been derived from projects of similar type and size. Those on the consultant team are not cost estimators and the unit costs are only impressions of the current market cost. This cost estimate does not account for potential impacts from tariffs or inflation. If a detailed cost estimate is needed, it is suggested that the Town hire an objective, third party professional cost estimator for exact current market conditions. Construction cost percentages are approximations based upon projects of similar size. Vistoso Preserve: 2.5 Acre Concept Order of Magnitude Costs $3,705,907 Revised: Category Earthwork 4/9/2025 Unit Qty O&M Unit O&M POND MAINTENANCE AC 2.5 $6,000 $15,000 TURF MAINTENANCE AC 0.5 $30,000 $15,000 GENERAL PARK MAINTENANCE AC 5.0 $3,000 $15,000 YEARLY WATER LS 1.0 $90,000 $90,000 GRAND TOTALS Assumptions: Vistoso Preserve: 2.5 Acre Concept Order of Magnitude O&M Costs 2.5 AcreRevised: Category Pond maintenance includes chemicals, removing growth, pump repairs, etc. Turf maintenance includes staff for 15 hrs./week @ $20 per hour (mowing, fertilizing, clean up, overseeding, irrigation adjustments, etc. General park maintenance includes tree trimming, fertilizer, seed, irrigation repairs, and weed abatement. 2.5 Acre $135,000 SITE ANALYSIS SUMMARY MEMORANDUM March 19, 2025 TO: Rebeca Field, RLA (for distribution) Kimley-Horn PROJECT: Vistoso Preserve Pond Renovation Oro Valley, Arizona FIELD REPORT PREPARED BY: Douglas G. Macdonald, FASIC SITE VISIT DATE/TIME: March 13, 2025 / 10:00AM PRESENT AT SITE: Jake Senne, Emma Hughes; Kimley-Horn Doug Macdonald, Ron Perez; Aqua Engineering, Inc. A kick-off/site analysis meeting was conducted on this date with Kimley-Horn representatives to observe existing site conditions to develop potential strategies for renovating the existing pond to provide an aesthetic amenity and water storage facility for new drip irrigation systems at the site. The following summarizes our observations during this meeting: Existing Irrigation Water Source It appears that the existing pond and golf course irrigation system has been historically serviced from a Town of Oro Valley reclaimed water source using a pressurized supply point of connection near the southeast corner of the project site. The water source mechanical system appears to include an electrically actuated control valve that may have been connected to water level sensors within the pond to manage a consistent water level within the pond. A water meter is installed within the assembly and it appears that a yagi antenna may be used to transmit a signal to the Town’s Utility Department for monitoring and management of the reclaimed water source for the pond. Town of Oro Valley Reclaimed Water Source Mechanical System Site Analysis Summary Memorandum - Vistoso Preserve Pond Renovation March 19, 2025 Page 2 Supplementary water sources for the pond, such as a back-up potable water source or well water source, were not identified during this site visit. Supplementary coordination with the Town’s Utility Department will be required to determine if any supplementary water sources exist. Existing Irrigation Pumping System There is an existing irrigation pumping system on the south side of West Vistoso Highlands Drive that appears to have been installed to service the irrigation system at the golf course. There is an existing intake pipe with two self-cleaning suction screens installed within the pond that supply water through a gravity-fed connection to the existing pumping system. The intake pipe connection to the screen elements appears to have been disconnected, the screens are in a significant state of disrepair, and don’t appear to have been active for many years. Existing Intake Pipe and Filter Screen Elements Site Analysis Summary Memorandum - Vistoso Preserve Pond Renovation March 19, 2025 Page 3 There appears to be a filter flush or pressure relief pipe installed within the existing pond that discharged filtrate or excess pressure from the existing irrigation pumping system back into the pond, which is also in a state of disrepair. Pumping System Intake and Filter Flush Discharge Pipes The intake and filter flush/pressure relief pipes are installed under the street to the pump station, which is installed within a CMU-walled enclosure. The pump station was constructed as a skid- mounted package by Flowtronex PSI and includes multiple horizontal centrifugal pumps and suction-scanning filtration screen elements. Site Analysis Summary Memorandum - Vistoso Preserve Pond Renovation March 19, 2025 Page 4 Existing Irrigation Pump Station Skid with Multiple Pumps & Filters In addition to the skid-mounted pump station, there appears to be an existing automatic fertigation system that was installed within the enclosure that includes a control system and fertilizer containment tanks, originally intended to service the golf course. Existing Fertigation System and Containment Tanks Site Analysis Summary Memorandum - Vistoso Preserve Pond Renovation March 19, 2025 Page 5 The existing equipment within the pump enclosure area is in a significant state of disrepair and we recommend removing and legally disposing of it or salvaging items that may be useful to the Town for spare equipment purposes. There are remnants of fertilizer and/or chemicals within the containment tanks and unopened barrels within the enclosure that may require hazardous materials mitigation as part of that process. Existing Pond/ Irrigation Water Storage System The existing pond occupies approximately 2.5-acres of the site and is constructed with a near vertical shotcrete edge that is approximately 4’ high. The shotcrete appears to be mostly intact and may be able to remain in place throughout the pond renovation process. There is a significant amount of debris that has been discarded into the pond which will need to be removed prior to commencement of any improvements. Existing Pond Shotcrete Edge Treatment and Examples of Debris within Pond Site Analysis Summary Memorandum - Vistoso Preserve Pond Renovation March 19, 2025 Page 6 There appears to be an existing synthetic pond lining installed but the liner is old and brittle and has been significantly compromised due to age and exposure to the elements. We recommend abandoning the existing synthetic lining system in place and providing a completely new pond lining system at this site. Examples of Exposed and Significantly Compromised Synthetic Pond Liner Site Analysis Summary Memorandum - Vistoso Preserve Pond Renovation March 19, 2025 Page 7 There appears to be remnants of an existing pond bed aeration system that was installed to assist with management of water quality in the pond. The existing aeration system mechanical controls are installed near the southwest corner of the pond. There are several weighted aeration tubes installed along the surface of the pond bed, and evidence of aeration diffusers that were used to disperse air from the mechanical system compressors. All of the aeration system equipment does not appear to have been operational for many years and is in a state of significant disrepair, we recommend that it be removed and/or salvaged and replaced with new equipment as part of the pond renovation project. Existing Pond Aeration Mechanical Equipment Existing Aeration Tubing Site Analysis Summary Memorandum - Vistoso Preserve Pond Renovation March 19, 2025 Page 8 Example of Existing Aeration Diffuser Element There appears to be remnants of an existing aesthetic water feature installed near the aeration mechanical system at the southwest corner of the pond. There also appears to be evidence of a perimeter recirculation piping system that was installed to assist with management of water quality in the pond. These elements may have been designed to recirculate water from the irrigation pumping system, but due to the condition of the existing systems at this site they are non-operational. The pond recirculation piping system is valuable for minimizing dead spots that could result in algae blooms within the pond, and it may be appropriate to test it for leaks and viability for continued use. This would require provisions for a high flow, low pressure pumping system to service the existing recirculation piping system as part of the pond renovation project. Existing Aesthetic Water Feature Element Site Analysis Summary Memorandum - Vistoso Preserve Pond Renovation March 19, 2025 Page 9 Evidence of an Existing Pond Perimeter Recirculation Piping System As previously mentioned, the pond at this project site was originally designed to serve as the irrigation water storage facility for the pumping systems at the golf course which has not been operational for years. There is evidence of the existing golf course irrigation system, including existing irrigation controllers and sprinkler heads. The controllers are obsolete and non- operational, and are no longer supported by the manufacturer. Example of Obsolete and Non-operational Irrigation Controller Assembly Site Analysis Summary Memorandum - Vistoso Preserve Pond Renovation March 19, 2025 Page 10 It is our understanding that the proposed landscape improvements around the perimeter of the pond will be drip-irrigated native or adapted desert planting, and that no sprinkler-irrigated turfgrass will be proposed for this site. We believe that a new drip irrigation system and perimeter recirculation system serviced by a new pumping and aeration system can be designed to accommodate those landscape and pond improvements. In addition, we believe that the existing perimeter shotcrete edge can remain, and that grading enhancements around the internal perimeter of the pond to provide a safety shelf with between 18” – 24” of freeboard will increase public safety for egress in the event that someone falls into the pond. Finally, we believe that a new pond lining system, using either a synthetic liner strategy, or a soil sealant strategy (such as ESS-13) will be required as part of the pond improvements for this project. The foregoing is our summary and understanding of discussions during this site visit. Please contact Douglas Macdonald (doug@aquaengineering.com) immediately should you have any revisions or clarifications. Town Council Regular Session Item # 6. Meeting Date:12/04/2024 Requested by:Town Council Submitted By:Mike Standish, Town Clerk's Office Department:Parks and Recreation SUBJECT: RECONSIDERATION OF DISCUSSION AND POSSIBLE ACTION REGARDING IMPROVEMENTS TO VISTOSO TRAILS NATURE PRESERVE ORIGINALLY CONSIDERED ON NOVEMBER 6, 2024 RECOMMENDATION: N/A. EXECUTIVE SUMMARY: This item is for Council discussion and direction to staff regarding the improvements to the Vistoso Trails Nature Preserve. BACKGROUND OR DETAILED INFORMATION: 4/4/25, 10:42 AM Print Council Communication https://destinyhosted.com/print_ag_memo.cfm?seq=5822&rev_num=0&mode=External&reloaded=true&id=67682 1/3 On September 18, 2024, Town Council approved a Concept Plan for the Vistoso Trails Nature Preserve Desert Ecosystems Restoration Project that includes the Desert Garden and priority restoration areas and methodology. On October 29, 2024, the consultant presented an update on the progress of the plan at the Parks & Recreation Advisory Board meeting, which centered around restoration strategies, restoration area plans, desert garden area plans, and the schedule moving forward. On November 6, 2024, the consultant returned to Council with an update regarding the design plans. To date, the consultant has completed 60% of design work on the previously approved concept plan. It was at this meeting that the topic of grants came up and staff was instructed to maximize the Land Water Conservation Fund Grant application to the maximum match of $1,500,000. It was at this meeting that the possibility of bringing back a pond was also discussed by Councilmembers. The topic of the pond has come up at previous Council meetings during the Master Plan process. The meeting agenda items and associated documents have been included as attachments to this agenda item. Multiple options were discussed with pricing estimates provided should they be of interest to Town Council. Attached is agenda information from the following Council Meetings: March 20, 2024 April 17, 2024 September 18, 2024 November 6,2024 Ms. Rebeca Field has also provided a letter after reviewing the Town Council discussion from November 20, 2024, which is attached to tonight's item as well. FISCAL IMPACT: The Vistoso Trails Nature Preserve Desert Restoration Project has an allocated budget of $2,000,000, with a grant capacity of an additional $2,000,000. SUGGESTED MOTION: I MOVE to direct the Town Manager to amend the contract with the Town's consultant, Kimley-Horn, to now include a pond concept with associated costs and to come back to Town Council for review and approval. I also MOVE to allocate $500,000 for a three-prong approach which includes a cobble approach, a non-cobble approach, and a seed only approach. Then staff and Ms. Field will return to Council with what this would look like in terms of acres, after a discussion with a contractor. Attachments 3.20.2024 Agenda Item 3.20.2024 Consultant Report 3.20.2024 Consultant Presentation 4.17.2024 Agenda Item 4.17.2024 VTNP Master Plan 4.17.2024 Consultant Presentation 9.18.2024 Agenda Item 9.18.2024 Concept Plan 9.18.2024 Stakeholder Meeting Notes 4/4/25, 10:42 AM Print Council Communication https://destinyhosted.com/print_ag_memo.cfm?seq=5822&rev_num=0&mode=External&reloaded=true&id=67682 2/3 9.18.2024 Staff & Consultant Presentation 11.06.2024 Agenda Item 11.06.2024 Consultant Presentation 11.06.2024 Grants Slides Kimley-Horn Letter 11.25.24 4/4/25, 10:42 AM Print Council Communication https://destinyhosted.com/print_ag_memo.cfm?seq=5822&rev_num=0&mode=External&reloaded=true&id=67682 3/3 MINUTES ORO VALLEY TOWN COUNCIL REGULAR SESSION DECEMBER 4, 2024 ORO VALLEY COUNCIL CHAMBERS 11000 N. LA CAÑADA DRIVE REGULAR SESSION AT OR AFTER 6:00 PM CALL TO ORDER Mayor Winfield called the meeting to order at 6:01 p.m. ROLL CALL Present:Joseph C. Winfield, Mayor Melanie Barrett, Vice-Mayor Harry Greene, Councilmember Joyce Jones-Ivey, Councilmember Mary Murphy, Councilmember Josh Nicolson, Councilmember Elizabeth Robb, Councilmember PLEDGE OF ALLEGIANCE Mayor Winfield led the audience in the Pledge of Allegiance. UPCOMING MEETING ANNOUNCEMENTS Town Clerk Mike Standish announced the upcoming Town Meetings. MAYOR AND COUNCIL REPORTS ON CURRENT EVENTS Mayor Winfield reported on the passing of the Town of Marana Mayor Ed Honea, on November 22, 2024. Mayor Winfield acknowledged Mayor Honea's many years of public service and requested a moment of silence in Mayor Honea's honor. Mayor Winfield expressed appreciation to the Oro Valley Police Departments Fraternal Order of Police, Lodge 53, and to Walmart, for hosting the annual Shop With A Cop event. Mayor Winfield also thanked the sponsors for their participation with the event. Mayor Winfield reported that the El Conquistador Hilton Resort had held their 24th Annual Tree Lighting event, along with their 10th Annual Gingerbread event. Mayor Winfield encouraged citizens to visit the the El Conquistador Hilton Resort to partake in the festivities. Councilmember Jones-Ivey reported that she had attended the 2024 Fashion Fusion event held at Tohono Chul, on November 22, 2024. Councilmember Jones-Ivey encouraged citizens to make participation with the Amphi Project Graduation event part of their New Year's Resolution. Vice Mayor Barrett recognized the Oro Valley Police Department, the citizens, Oro Valley Town Staff, 4/4/25, 10:41 AM Minutes https://destinyhosted.com/public/publish/print_minutes.cfm?seq=522&id=67682&mode=External&reloaded=true&CFID=58624745&CFTOKEN=5436bf…1/7 and the Oro Valley Council, for their role in Oro Valley receiving national recognition as the Safest and Wealthiest Place to Retire. Vice Mayor Barrett also recognized the passing of the Town of Marana Mayor, Ed Honea. TOWN MANAGER'S REPORT ON CURRENT EVENTS Town Manager Jeff Wilkins reported the following: The Town of Oro Valley 50th Anniversary Update Article highlighting Jose Rodriquez with the Town of Oro Valley, and the history of Oro Valley roads 50 Businesses for 50 Years update Update on new business openings in Oro Valley Update on the Oro Valley Tree Lighting Festival Update on upcoming Town events ORDER OF BUSINESS Mayor Winfield reorganized the agenda by moving Regular agenda item #6 to the first item of the Regular agenda. INFORMATIONAL ITEMS There were no informational items. CALL TO AUDIENCE Oro Valley resident Kathleen German voiced her concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Anthony Ferrara reported that the Oro Valley FAST team would hold their Winter Light swim event at the Oro Valley Aquatic Center. Mr. Ferrara also voiced his concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Tim Tarris voiced his concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Tricia Tozier voiced her concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Oro Valley resident Denise Chick voiced her concerns regarding the proposed Oro Valley Church of the Nazarene rezoning request. Mayor Winfield requested that the Town Attorney and Town Manager address the questions from Mr. Tarris and Ms. Tozier. PRESENTATIONS There were no presentations. 4/4/25, 10:41 AM Minutes https://destinyhosted.com/public/publish/print_minutes.cfm?seq=522&id=67682&mode=External&reloaded=true&CFID=58624745&CFTOKEN=5436bf…2/7 CONSENT AGENDA A.Minutes - November 20, 2024 B.(Re)appointments and/or appointments to the Board of Adjustment (BOA), Budget and Finance Commission (BFC), Historic Preservation Commission (HPC), Parks and Recreation Advisory Board (PRAB), Planning and Zoning Commission (PZC), Storm Water Utility Commission (SWUC), and the Water Utility Commission (WUC) Motion by Mayor Joseph C. Winfield, seconded by Councilmember Mary Murphy to approve Consent items (A) and (B). Vote: 7 - 0 Carried REGULAR AGENDA 1.RECONSIDERATION OF DISCUSSION AND POSSIBLE ACTION REGARDING IMPROVEMENTS TO VISTOSO TRAILS NATURE PRESERVE ORIGINALLY CONSIDERED ON NOVEMBER 6, 2024 The following individuals spoke in support of item #6. Oro Valley resident Bill Sugars Oro Valley resident Sue Maurer Oro Valley resident Rosa Dailey Oro Valley resident Chris Weatermeyer Oro Valley resident Phil Zielinski Oro Valley resident Matt Wood Oro Valley resident David Smoler Oro Valley resident Mark Napier Oro Valley resident Terry Hart Parks and Recreation Director Roslyn Epting presented item #1 and provided a brief background on the Vistoso Trails Nature Preserve project. Mayor Winfield provided a statement regarding item #1, followed by a motion. Motion by Mayor Joseph C. Winfield, seconded by Councilmember Joyce Jones-Ivey to continue to work with the Town's contracted consultant Kimley Horn. To hold in reserve $1.5 million, of the budgeted $2 million as a match for a Land and Water Conservation Fund Grant, and direct the Town Manager to work with Town staff and Kimley Horn as funds allow, to identify eligible recreation amenities for the entire Vistoso Trails Nature Preserve Project; and report back to Council about the proposed additional amenities which would be additional to the concept by Kimely Horn, adopted by Council on September 18, 2024, at sixty percent design, developed and in conjuction with that plan which was presented at the November 6, 2024 Council meeting, to be included in the grant application as submitted to Arizona State Parks; and allocate $500,000,00 for a three pronged approach, which includes a cobble approach, a non-cobble approach, and a seed only approach. Then staff and Ms. Field will return to Council with what this would look like in terms of acres, after a discussion with a contractor. Discussion ensued amongst council and staff regarding item #1. Motion by Councilmember Josh Nicolson, seconded by Councilmember Harry Greene SUBSTITUTE MOTION to direct the Town Manager to amend the contract with the towns consultant Kimley Horn by December 20, 2024, to now include a pond concept with associated costs, and to come back to Town Council for review and approval. 4/4/25, 10:41 AM Minutes https://destinyhosted.com/public/publish/print_minutes.cfm?seq=522&id=67682&mode=External&reloaded=true&CFID=58624745&CFTOKEN=5436bf…3/7 Discussion continued amongst Council and staff regarding item #1. Mayor Winfield recessed the meeting at 7:44 p.m Mayor Winfield reconvened the meeting at 7:57 p.m. Motion by Councilmember Josh Nicolson, seconded by Councilmember Harry Greene SUBSTITUTE MOTION AS AMENDED, to direct the Town Manager to amend the contract with the towns consultant Kimley Horn by December 20, 2024, to now include a pond concept with associatied cost, and to come back to Town Council for review and approval. Vote: 6 - 1 Carried OPPOSED:Mayor Joseph C. Winfield 2.NOMINATION AND ELECTION OF VICE MAYOR Motion by Councilmember Josh Nicolson, seconded by Councilmember Elizabeth Robb to nominate Melanie Barrett for Vice Mayor Vote: 7 - 0 Carried 3.DISCUSSION AND POSSIBLE ACTION REGARDING THE COMMUNITY'S DRAFT VISION AND GUIDING PRINCIPLES FOR THE NEXT 10-YEAR ACTION PLAN, KNOWN AS OV'S PATH FORWARD Oro Valley Principal Planner Milini Simms presented item #2 and included the following: Phase 1: Let's Talk Resident Responses Resident Feedback Provides the Building Blocks for each Part of the Plan Wordsmith Challenge Initial Draft Vision Statement Refined Draft Vision Statement Draft Guiding Principles Community Parks, Recreation, Trails Public Safety Housing Growth and Development Roads and Mobility Economic Development and Workforce Economic Development and Businesses Town Finances and Services Climate and Sustainability Water Environment and Views Phase 2: Let's Think Resident Working Groups Tools for working group members Summary and Recommendation Jan Gordley, President of the Gordley Group, summarized the project and provided information on the focus of the current process. 4/4/25, 10:41 AM Minutes https://destinyhosted.com/public/publish/print_minutes.cfm?seq=522&id=67682&mode=External&reloaded=true&CFID=58624745&CFTOKEN=5436bf…4/7 Motion by Mayor Joseph C. Winfield, seconded by Councilmember Mary Murphy to accept OV's Path Forward draft vision and guiding principles as true to Phase 1 resident participation for Working Groups to consider, as written in Attachment 1. Discussion ensued amongst Council and staff regarding the Community's Draft Vision and Guiding Principles for the Next 10-Year Action Plan, know as OV's Path Forward. Council provided comments and feedback regarding item #3. Vice Mayor Barrett requested to amend the main motion to add; limit height to no more than three stories and protect views. Mayor Winfield accepted the amendment, seconded by Councilmember Murphy. Discussion continued amongst Council and staff regarding item #3. Motion by Mayor Joseph C. Winfield, seconded by Councilmember Mary Murphy FINAL MOTION AS AMENDED to accept OV's Path Forward draft vision and guiding principles as true to Phase 1 resident participation for Working Groups to consider, as written in Attachment 1, and to add limit height to no more than three stories and protect views. Vote: 7 - 0 Carried 4.PUBLIC HEARING: ORDINANCE NO. (O)24-10, DISCUSSION AND POSSIBLE ACTION REGARDING TOWN CODE AMENDMENTS TO CHAPTER 1, GENERAL, AND CHAPTER 9, GARBAGE AND LITTER, IN ORDER TO UPDATE THE TOWN’S NOTICING PROCEDURES FOR CODE VIOLATIONS Oro Valley's Legal Services Director Tobin Sidles provided a brief overview of item #4. Discussion ensued amongst Council and staff regarding item #4. Mayor Winfield opened the public hearing. No comments were received. Mayor Winfield closed the public hearing. Motion by Mayor Joseph C. Winfield, seconded by Councilmember Elizabeth Robb to approve Ordinance No. (O)24-10, amending Town Code Chapter 1, General, and Chapter 9, Garbage and Litter, in order to update the Town’s Noticing Procedures and allow citations for abatement of properties with litter and garbage to be handled by Town staff through the Town Court. Vote: 7 - 0 Carried 5.PUBLIC HEARING: ORDINANCE NO. (O)24-11, DISCUSSION AND POSSIBLE ACTION REGARDING ZONING CODE AMENDMENTS TO CHAPTER 22 AND OTHER RELATED SECTIONS TO 1) REFLECT RECENT STATE LAW CHANGES REGARDING MUNICIPAL REVIEW TIMEFRAMES OF RESIDENTIAL REZONING APPLICATIONS, 2) LEGAL PROTEST AREAS AND 3) ESTABLISHING AN EXPIRATION PERIOD FOR ALL DEVELOPMENT REVIEW APPLICATIONS Mayor Winfield opened the public hearing. No comments were received Mayor Winfield closed the public hearing. Principal Planner Michael Spaeth presented item #5 and included the following: 4/4/25, 10:41 AM Minutes https://destinyhosted.com/public/publish/print_minutes.cfm?seq=522&id=67682&mode=External&reloaded=true&CFID=58624745&CFTOKEN=5436bf…5/7 Purpose Timeframes for residential rezoning applications Legal Protest Expiration of Development Review applications Commission Recommendation and Summary Motion by Mayor Joseph C. Winfield, seconded by Councilmember Mary Murphy to approve Ordinance No. (O)24-11, the proposed code amendment, based on a finding it is in conformance with state law and all applicable zoning code requirements. Discussion ensued amongst Council and staff regarding item #5. Motion by Mayor Joseph C. Winfield, seconded by Councilmember Mary Murphy to approve Ordinance No. (O)24-11, the proposed code amendment, based on a finding it is in conformance with state law and all applicable zoning code requirements. Vote: 7 - 0 Carried 6.PUBLIC HEARING: ORDINANCE NO.'S (O)24-12 AND (O)24-13, DISCUSSION AND POSSIBLE ACTION REGARDING TOWN CODE AMENDMENTS TO COMPLY WITH ARIZONA REVISED STATUTES, APPLICABLE TO ACCESSORY DWELLING UNITS BY 1) CHANGING ZONING CODE DEFINITIONS AND STANDARDS RELATED TO GUEST HOUSES, 2) UPDATING TOWN CODE CHAPTER 8 RELATED TO SHORT-TERM RENTALS AND ACCESSORY DWELLING UNITS Mayor Winfield opened the public hearing. No comments were received. Mayor Winfield closed the public hearing. Senior Planning Technician Patty Hayes presented item #6 and included the following: Purpose Process Accessory Dwelling Unity Definitions Zoning Code; Definitions Where can an ADU/Guest House be built? State and Oro Valley ADU Standards Town Council Study Session Subject B & C: Height and location of front yard ADU Subject D: Quantity of ADUs Subject E: Type of ADU Subject F: Rental of ADU Short-Term Rental of ADU Pima County Assessor Summary & Recommendation Motion by Mayor Joseph C. Winfield, seconded by Vice-Mayor Melanie Barrett to approve Ordinance numbers (O)24-12 and (O)24-13, amendments to the Town and Zoning Codes regarding regulation of Accessory Dwelling Units, based on the finding the request is consistent with Arizona Revised Statues. Discussion ensued amongst Council and staff regarding item #6. 4/4/25, 10:41 AM Minutes https://destinyhosted.com/public/publish/print_minutes.cfm?seq=522&id=67682&mode=External&reloaded=true&CFID=58624745&CFTOKEN=5436bf…6/7 Motion by Mayor Joseph C. Winfield, seconded by Vice-Mayor Melanie Barrett to approve Ordinance numbers (O)24-12 and (O)24-13, amendments to the Town and Zoning Codes regarding regulation of Accessory Dwelling Units, based on the finding the request is consistent with Arizona Revised Statues. Vote: 7 - 0 Carried FUTURE AGENDA ITEMS Councilmember Robb requested a future agenda item, for a future meeting in January, to post Calle Buena Vista as a No Parking Zone between Calle Concordia and Linda Vista Boulevard, seconded by Vice Mayor Barrett. ADJOURNMENT Motion by Mayor Joseph C. Winfield, seconded by Councilmember Mary Murphy to adjourn the meeting at 9:19 p.m. Vote: 7 - 0 Carried ____________________________________________ Michelle Stine, MMC, CPM Deputy Town Clerk I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the regular session of the Town of Oro Valley, Arizona held on the 4th day of December 2024. I further certify that the meeting was duly called and held and that a quorum was present. ____________________________________________ Michael Standish, CMC Town Clerk 4/4/25, 10:41 AM Minutes https://destinyhosted.com/public/publish/print_minutes.cfm?seq=522&id=67682&mode=External&reloaded=true&CFID=58624745&CFTOKEN=5436bf…7/7    Town Council Regular Session 4. Meeting Date:04/16/2025   Requested by: Bayer Vella, Community and Economic Development  Submitted By:Michael Spaeth, Community and Economic Development Case Number:2500505 & 2500506 SUBJECT: *DISCUSSION AND POSSIBLE ACTION TO INITIATE A GENERAL PLAN AMENDMENT AND REZONING (PLANNED AREA DEVELOPMENT AMENDMENT) FOR THE TOWN CENTRE PLANNED AREA DEVELOPMENT AS IT APPLIES TO THE TOWN-OWNED PROPERTY (AREAS 3 AND 4) LOCATED EAST OF THE INTERSECTION OF ORACLE ROAD AND PUSCH VIEW LANE RECOMMENDATION: Staff recommends a focused initiation of the General Plan Amendment and Rezoning (Planned Area Development Amendment) for the Town-owned property in Areas 3 and 4 of the PAD. EXECUTIVE SUMMARY: The purpose of this item is to provide background on the Oro Valley Towne Center Planned Area Development (PAD) for discussion related to concerns the Mayor has raised as the PAD applies to town-owned property (Areas 3 and 4 only) at the intersection of Pusch View Lane and Oracle Road. The two primary concerns raised have been:  Permitted building heights within Area 3 only with specific emphasis on reducing the maximum building height allowance for a 75' hotel use (Area 3 shown in beige at right) 1. Increasing the amount of open space in Area 4 only (shown in green at right). 2. The PAD consists of four development areas (Area 1 - 4) situated on either side of Rooney Wash. Area 1 is the only area with development (San Dorado apartments, CVS, Panera Bread, etc.), Area 2 is privately owned by the Kitchell Development Company, while Areas 3 and 4 were donated to the Town by the Rooney Family. Identifying a long-term plan for the Town-owned portions (Areas 3 and 4) is an approved objective in the Town Council's Strategic Plan. The proposed amendments for Areas 3 & 4 are part of the larger Strategic Plan effort to determine a long-term solution for the property. Additional detail is provided in the "Background or Detailed Information" section of this report. To address the aforementioned concerns raised by the Mayor, staff offer the following suggested amendments for Areas 3 and 4 only (no changes are proposed for Areas 1 and 2):  In Area 3, limit building heights for all uses, not including hotels, to the existing maximum building heights in C-2 (Commercial) zoning districts (30 feet + 10 feet for architectural features). 1. In Area 3, limit hotel building heights to 49 feet + 10 feet for architectural features, which is the reported minimum height required for standard 4-story hotel operators (including the hotel approved in the Oro Valley Marketplace).  2. In Area 4, restrict permitted uses to open space and limited recreational uses (e.g. hiking, biking, horseback riding, etc.).  Also consider commercial zoning for an area along Oracle Road, immediately south and 3. riding, etc.).  Also consider commercial zoning for an area along Oracle Road, immediately south and adjacent to Area 2 which is privately owned by the Kitchell Development Company.   To enable the above amendments, Town Council would need to initiate a General Plan Amendment and rezoning (Planned Area Development Amendment). Should these applications be initiated, staff will process them through the following standard development review process:   Neighborhood meetings (2)1. Planning and Zoning Commission public hearing2. Town Council public hearing.3. BACKGROUND OR DETAILED INFORMATION: BACKGROUND The Oro Valley Town Centre PAD includes four distinct zoning districts (Areas 1-4) as shown in the graphic at right. The areas, summarized below, include a mix of residential, office and commercial uses.  Area 1 (shown in Red) Located north of Rooney Wash, this privately owned area is predominantly built-out (two vacant pads remain) and includes the San Dorado Apartments and the commercial fronting on Oracle Road (e.g. CVS, Panera Bread, Chipotle, etc).  Permitted uses: retail, restaurant, office, hotel and multi-family residential. Building heights: 40 feet + 5 feet for architectural features; 50 feet for office uses (inclusive of architectural features); 75 feet (inclusive of architectural features) for hotel uses No amendments are proposed for this area. Area 2 (shown in Blue) Located along Oracle Road across Rooney Wash, this privately owned area is entirely vacant and is accessed from the existing Pusch View Lane Bridge.  Permitted uses: retail, restaurant, office and hotel. Building heights: 40 feet + 5 feet for architectural features; 50 feet for office uses (inclusive of architectural features); 75 feet (inclusive of architectural features) for hotel uses No amendments are proposed for this area. Area 3 (shown in beige) Located south of Rooney wash, this Town-owned area is entirely vacant and is surrounded on the south and east by open space characterized by wash corridors and step slopes. This area is also accessed from the existing Pusch View Lane bridge.  Permitted uses: retail, restaurant, office, hotel and multi-family when located above first floor commercial. Building heights: 35 feet + 10 feet for architectural features; 75 feet (inclusive of architectural features) for hotel uses Area 4 (shown in green) Located south of Areas 2 and 3, this Town-owned area is entirely vacant and characterized by moderate to steep slopes, with some gradual grades intermixed. This area is also accessed from the existing Pusch View Lane bridge.  Permitted uses: single-family residential and open space Building heights: 25 feet; homes nearest Oracle Road are limited to 18 feet STRATEGIC PLAN Determining a long-term plan for the town-owned areas of the property (Areas 3 and 4) is in the Town's Strategic Plan. Strategic Plan Objective 4.3.5 states:    "Analyze and provide options for potential uses for the Rooney Ranch Property" The proposed amendments offered below represent one step in the direction of finding a long-term solution for the Town-owned portions of the PAD (Areas 3 and 4). SUGGESTED PAD AMENDMENTS To address concerns raised by the Mayor, staff offer the following suggested amendments for the Town-owned Areas 3 and 4 only:  In Area 3, limit building heights for all uses, not including hotels, to the existing standard maximum building heights in C-2 (Commercial) zoning districts (30 feet + 10 feet for architectural features). 1. In Area 3, limit hotel building heights to 49 feet + 10 feet for architectural features, which is the minimum height required for standard 4-story hotel operators (including the hotel approved in the Oro Valley Marketplace).  2. In Area 4, restrict permitted uses (shown in green above) to open space and limited recreational uses (e.g. hiking, biking, horseback riding, etc.). Also consider commercial zoning for an area along Oracle Road, immediately south and adjacent to Area 2 which is privately owned by the Kitchell Development Company.   3. To enable the above amendments, Town Council would need to initiate the following:  General Plan Amendment: to change the General Plan land use designation for a portion of the area shown in green from Low Density Residential - 2 (LDR-2) to Park to enable the subsequent rezoning. 1. Rezoning (PAD Amendment): to revise maximum building heights, permitted uses and rezone a portion of the area shown in green to increase open space and potentially allow some recreational use 2. REQUIRED REVIEW PROCESS Should the applications be initiated, they would be processed through the following standard development review process:  Neighborhood meeting(s)1. Planning and Zoning Commission public hearing2. Town Council public hearing.3. FISCAL IMPACT: N/A SUGGESTED MOTION: Town Council may wish to consider one of the following motions: I MOVE to INITIATE the requested General Plan Amendment and rezoning for the Town Centre PAD to limit maximum building heights in Area 3 to 30 feet + 10 feet for architectural features for all uses not to include hotels; limit maximum building heights of hotel uses in Area 3 to 49 feet + 10 feet for architectural features; and to limit the permitted uses in Area 4 to open space and other limited recreational uses; and identify an appropriate area for commercial zoning in the area along Oracle Road, immediately south and adjacent to Area 2 which is privately owned by the Kitchell Development Company.   OR I MOVE to INITIATE the requested General Plan Amendment and rezoning for the Town Centre PAD to revise _______________. OR I MOVE to NOT INITIATE the requested General Plan Amendment and rezoning for the Town Centre PAD based on a finding that ____________. Attachments No file(s) attached.    Town Council Regular Session 5. Meeting Date:04/16/2025   Requested by: Peter Abraham Submitted By:Peter Abraham, Water Department:Water SUBJECT: RESOLUTION NO. (R)25-13, DISCUSSION AND POSSIBLE ACTION TO APPROVE THE FORM AND AUTHORIZE THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA FOR A LOAN FROM ITS DRINKING WATER STATE REVOLVING FUND PROGRAM; DELEGATING THE DETERMINATION OF CERTAIN MATTERS RELATING THERETO TO THE WATER UTILITY DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE TOWN; AND AUTHORIZING AND RATIFYING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY SUCH LOAN AGREEMENT AND THIS RESOLUTION RECOMMENDATION: Staff recommends approval. EXECUTIVE SUMMARY: In April 2017, the governing bodies of Metro Water, the Town of Marana and the Town of Oro Valley unanimously approved a 50-year Intergovernmental Agreement (IGA) to partner in the design, construction, operation, and maintenance of the Northwest Recharge, Recovery, and Delivery System (NWRRDS). This project will allow for the delivery of additional Colorado River water resources to each partner's respective service area. The partnered piece of the NWRRDS is currently under construction. In addition to the partnered component of the NWRRDS project is an independent component. The independent component of the NWRRDS project consists of seven separate projects totaling approximately $26.4 million to design and construct. Five of the seven independent projects have been either cash or grant funded to date.  There are two remaining independent projects that need to be constructed to complete the independent portion of the NWRRDS project. Water Utility staff has determined that there will be a need for an additional $12 million in funding needed to complete the independent portions of the NWRRDS project. BACKGROUND OR DETAILED INFORMATION: In April 2017, the governing bodies of Metro Water, the Town of Marana and the Town of Oro Valley unanimously approved a 50-year Intergovernmental Agreement (IGA) to partner in the design, construction, operation, and maintenance of the Northwest Recharge, Recovery, and Delivery System (NWRRDS). This project will allow for the delivery of additional Colorado River water resources to each partner's respective service area. The partnered piece of the NWRRDS is currently under construction. In addition to the partnered component of the NWRRDS project, there is an independent component that consists of seven (7) separate projects totaling approximately $26.4 million to design and construct. Five (5) of the seven (7) independent projects have been either cash or grant-funded to date. There are two (2) remaining independent projects that need to be constructed to complete the independent portion of the NWRRDS project. Water Utility staff have determined that there will be a need for an additional $12 million in funding needed to complete the remaining two independent portions of the project. The decision has been made to pursue a Water Infrastructure Financing Authority (WIFA) loan to complete the project.  On September 18, 2024, the Mayor and Council of the Town adopted Resolution No. (R)24-33, authorizing the Water Utility Director to apply for a loan from WIFA. On March 19, 2025, the Board of Directors of WIFA approved a loan resolution authorizing WIFA and the Town to enter into a loan agreement for the amount not to exceed $12,018,000, with $1,012,500 in forgivable principal, and the loan shall be repaid on or before 20 years with an interest rate not to exceed 4.25% annual interest rate. FISCAL IMPACT: The annual debt service on this obligation has been estimated at approximately $797,000 per year for 20 years. The annual debt service will be paid for with 60% WRSDIF impact fees and 40% GPF fees. SUGGESTED MOTION: I MOVE to (approve/deny) Resolution No. (R)25-13, approving the form and authorizing the execution and delivery of a loan agreement with the Water Infrastructure Finance Authority of Arizona for a loan from its Drinking Water State Revolving Fund program, delegating the determination of certain matters relating thereto to the Water Utility Director and Chief Financial Officer of the Town; and authorizing and ratifying the taking of all other actions necessary to consummate the transactions contemplated by such loan agreement and this resolution. Attachments (R)25-13 WIFA Loan  WIFA Board Resolution  Loan Agreement  Loan Agreement T&C  Loan Agreement - American Iron and Steel Requirements  Loan Agreement - Wage and Forgiveable Principal Requirements  Loan Agreement - Exhibit A  Loan Agreement - Exhibit B  Loan Agreement - Exhibit C  Loan Agreement - Exhibit D  Loan Agreement - Exhibit E  Loan Agreement - Exhibit F  Loan Agreement - Exhibit G  Loan Agreement - Exhibit H  Presentation  6477465.5 1 RESOLUTION NO. (R)25-13 RESOLUTION OF THE COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA FOR A LOAN FROM ITS DRINKING WATER STATE REVOLVING FUND PROGRAM; DELEGATING THE DETERMINATION OF CERTAIN MATTERS RELATING THERETO TO THE WATER UTILITY DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE TOWN; AND AUTHORIZING AND RATIFYING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY SUCH LOAN AGREEMENT AND THIS RESOLUTION. WHEREAS, the Town of Oro Valley, Arizona (the “Town”) has applied to the Water Infrastructure Finance Authority of Arizona (“WIFA”) for a loan (the “Loan”) from WIFA’s Drinking Water State Revolving Fund Program (the “Program”) to provide funds for improvements to its water system, including the Town’s portion of the Northwest Recharge, Recovery and Delivery System project (the “Project”); and WHEREAS, the terms and conditions under which the Loan will be made and the obligations of the Town with respect to the Loan will be set forth in a loan agreement to be executed and delivered by the Town and WIFA (the “Loan Agreement”); and WHEREAS, pursuant to A.R.S. § 9-571, the Town may obligate the revenues generated by its domestic water systems to repay a loan from WIFA; and WHEREAS, the Loan and the loan repayments payable by the Town pursuant to the Loan Agreement (the “Loan Repayments”) will be secured exclusively by a pledge of net revenues of the Town’s domestic water systems (the “Source of Repayment”); and WHEREAS, on September 18, 2024, the Mayor and Council of the Town (the “Town Council”) adopted Resolution No. (R)24-33, authorizing the Water Utility Director to apply for a Drinking Water State Revolving Fund Loan from WIFA for the Project; and WHEREAS, on March 19, 2025, the Board of Directors of WIFA approved Loan Resolution 2025-046, authorizing WIFA and the Town to enter into a Loan Agreement in the amount not to exceed $12,018,000 for the Project; and WHEREAS, the Town Council has determined it is in the Town’s best interest to enter into and to perform the Loan Agreement, whereby the Town will borrow from WIFA no more than $12,018,000, with $1,012,500 in forgivable principal, and the Loan shall be repaid on or before 20 years from the date of the execution and delivery of the Loan Agreement and shall bear interest at a rate not to exceed 4.25% per annum; and WHEREAS, the proposed form of the Loan Agreement has been placed on file with the Town Clerk and presented at the meeting at which this Resolution was adopted. 6477465.5 2 NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE TOWN OF ORO VALLEY, ARIZONA, as follows: Section 1.Incorporation of Recitals. The recitals above are incorporated as if fully set forth herein. Section 2.Approval of Loan Agreement. The Town Council hereby approves the Loan Agreement in substantially the form presented at the meeting at which this Resolution was adopted, with such insertions, omissions, and changes, not inconsistent with the Town’s application to WIFA or the requirements of the federal government or WIFA, as shall be approved by the Town Manager, Water Utility Director, and Chief Financial Officer, the execution of such document being conclusive evidence of such approval. The Mayor, Town Manager, Water Utility Director, Chief Financial Officer, Town Clerk, and Town Legal Services Director (collectively, the “Authorized Representatives”) are hereby authorized and directed to execute or attest, as applicable, and deliver such Loan Agreement to secure financial assistance from WIFA in an amount not to exceed $12,018,000, with $1,012,500 in forgivable principal, at the terms and rates set forth in this Resolution, payable from the Source of Repayment. Section 3.Repayment; Not a General Obligation of the Town. The obligation of the Town to pay the Loan Repayments and to make other payments provided for in the Loan Agreement is limited to payment from the Source of Repayment, and the obligations of the Town under the Loan Agreement shall not constitute nor give rise to a general obligation of the Town or any claim against its ad valorem taxing powers, or constitute an indebtedness within the meaning of any statutory or constitutional debt limitation applicable to the Town. Section 4.Further Actions. The Authorized Representatives and all other necessary Town officials are hereby authorized and directed to execute all other documents and take all steps necessary for the consummation of the transaction contemplated in and to carry out the purpose and intent of this Resolution and the Loan Agreement, including, but not limited to, executing the following if WIFA issues bonds and pledges the Loan: (i)  a certificate that the information concerning the Town in the official statement for any WIFA bonds is correct in all material respects and is an accurate summary of the information which it purports to summarize, and that nothing has come to the Authorized Representative’s attention that would lead the Authorized Representative to believe that the information in the official statement relating to the Town contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) a continuing disclosure undertaking of the Town meeting the requirements of the U.S. Securities and Exchange Commission Rule 15c2-12 (the “Disclosure Rule”) and a statement as to whether the Town has failed to provide the information required under the Disclosure Rule; and (iii) a certificate regarding the Town’s reasonable expectations as to the Town’s use of the proceeds of the Loan and such other matters to ensure that the WIFA bonds are and will remain Tax-Exempt Obligations as defined in the Loan Agreement. Section 5.Severability. If any section, paragraph, subdivision, sentence, clause or phrase of this Resolution is for any reason held to be illegal or unenforceable, such decision will not affect the validity of the remaining portions of this Resolution. 6477465.5 3 Section 6.Ratification. All actions of Town officers and agents that conform to the purposes and intent of this Resolution, whether heretofore or hereafter taken, are hereby ratified, confirmed and approved. Section 7.Binding Obligation. All acts and conditions necessary to be performed by the Town or to have been met precedent to and in the execution and delivery of the Loan Agreement to make it a legal, valid, and binding obligation of the Town will at the time of delivery of the Loan Agreement have been performed and have been met, in regular and due form as required by law, and no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the execution and delivery of the Loan Agreement. Section 8.Conformance with Law. All formal actions of the Town Council concerning and relating to the passage of this Resolution were taken in an open meeting, and all deliberations of the Town Council and of any committees that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements. Section 9.Resolution Irrepealable. After the execution and delivery of the Loan Agreement and upon receipt of the Loan from WIFA, this Resolution shall be and remain irrepealable until the Loan, the Loan Agreement and the interest thereon have been fully paid, canceled and discharged. [Signature Page Follows] 6477465.5 PASSED AND ADOPTED by the Mayor and Town Council of the Town of Oro Valley, Arizona, this 16th day of April, 2025. __________________________________ Joseph C. Winfield, Mayor ATTEST: _________________________________ Michael Standish, Town Clerk APPROVED AS TO FORM: _________________________________ Andrew McGuire, Special Counsel CERTIFICATION I hereby certify that the above and foregoing Resolution No. (R)25-13 was duly passed and adopted by the Mayor and Town Council of the Town of Oro Valley, Arizona, at a regular meeting held on April 16, 2025, and that a quorum was present thereat. ______________________________________ Michael Standish, Town Clerk Loan Resolution 2025-046 Town of Oro Valley Water Infrastructure Finance Authority of Arizona Page 1 of 4 Section 1: Resolution Authority received from Town of Oro Valley (th Loan and WHEREAS, the Authority has determined that the Local Borrower has met the requirements of Arizona Revised Statutes §49-Act ); and WHEREAS, the terms and conditions under which a Loan will be made and the obligations of Loan Agreement NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE AUTHORITY AS FOLLOWS: The Director of the Authority is hereby authorized and directed to execute a Loan Agreement with the Local Borrower to evidence a Loan in accordance with the Act, the Rules, the Local Loan Resolution. The Director and other Authority officials, as appropriate, are authorized and directed to sign any document and take such actions as necessary and appropriate to consummate the transactions contemplated by this Resolution and the Loan Agreement and to ensure that the Local Borrower has completed all requirements of the Authority as detailed in Section 3, Section 4, and Section 5 of this Loan Resolution. This Resolution shall take effect immediately and shall terminate one year from the date of Board Action. PASSED AND ADOPTED by the Board of Directors for the Water Infrastructure Finance authority of Arizona on . The Chairman of the Board of Directors certifies that the above is a true and correct copy of the resolution that was duly adopted at a public meeting of the Water Infrastructure Finance Authority on the date referenced above. By: Chairman Loan Resolution 2025-046 Town of Oro Valley Water Infrastructure Finance Authority of Arizona Page 2 of 4 Section 2: Project Summary 2.1 Project Number(s) DW 050-2025 2.2 Project Priority Data PPL Rank Funding Cycle Population Served FA Index* 49 2025 48,000 85% * Per the proposed PPL to be presented for approval at the February 19, 2025 WIFA Board meeting. 2.3 Project Description(s) The loan will fund the construction of a booster station and 7 miles of water transmission main, including a 4,000 AF/Yr. capacity booster station. These improvements are expected to deliver an additional 4,000 AF/Yr. of recovered CAP water, enhancing the overall water supply for Oro Valley. 2.4 Previous Board Actions May 15, 2024 WIFA Board approved Grant (#WC4-194-2024) to award $1,638,383.06 to add to the Northwest Recharge, Recovery and Delivery System (NWRRDS). June 25, 2024 Amended Grant #WC4-194-2024 to increase the grant amount by $41,400 for a total of $1,679,783.06 December 18, 2024 Amended Grant #WC4-194-2024 to increase the grant amount by $13,262.47 for a total of $1,693,045.53 2.5 Federal Programs Committee Review Date February 11, 2025 Section 3: Financial Assistance Terms & Conditions (Section 7.1 of Due Diligence) Financial Assistance Amount: $12,018,000 with $1,012,500.00 in forgivable principal Primary Repayment Source: Water System Revenue Loan Resolution 2025-046 Town of Oro Valley Water Infrastructure Finance Authority of Arizona Page 3 of 4 Secondary Repayment Source: None Loan Term: 20 years Frequency of Repayment: Semi-Annual Loan Structure: Standard Governmental Level 1 Debt Service Reserve Fund Requirements: No Requirement Repair and Replacement Fund Requirements: No Requirement Requirements Prior to Loan Execution: Require Legal Opinion: Yes Other: Applicant is required to provide written certification acknowledging the restriction on the funds as noted in section below. Requirements Prior to Construction: No Requirement Requirement During Construction: No Requirement Requirement Prior to Final Disbursements: No Requirement Loan Category: Qualified, Not Pledged Policy Exceptions: None Restrictions: The Authority notes that the Local Entity obtained a grant from the Water Conservation Grant Fund () related to this project. Pursuant to A.R.S. § 49- 1333(B)(4), entities receiving a WCGF grant must contribute at least a twenty-five percent match is required for each water conservation program or project. The Local Entity may not use any amount of the financial assistance provided through this resolution as part of its twenty-five percent match for the WCGF grant. The Local Entity may use the financial assistance provided through this resolution for costs related to the WCGF grant that exceed the twenty-five percent match requirement. Section 4: Technical Terms & Conditions (Section 7.2 of Due Diligence) Observation Schedule B: Observation 1: Upon borrower notification of construction commencement Loan Resolution 2025-046 Town of Oro Valley Water Infrastructure Finance Authority of Arizona Page 4 of 4 Additional Observations: at least one site observation within each 12 month period Final Observation: 80% construction budget disbursement Withholding Percentage: 10% (released after deliverables received) Requirements Prior to Loan Execution: No Requirement Requirements Prior to Construction: Submittal of Construction Bids: Yes Project Publicity/Signage: Yes The Local Borrower shall erect a construction sign displaying information on the Project and the funding sources. The Authority shall provide specifications for such construction signs. Other: No Requirement Requirements During Construction: Prior Review of Changes in Project Scope: Yes The Local Borrower shall submit to the Authority, for review and approval prior to execution, any change to the plans and specifications, construction contracts, Eligible Project Costs, or any other change which will effect the performance standards or purpose of the Project. Other: No Requirement Requirements Prior to Releasing Withholdings: Require Plan of Operation: Yes Require Final Approval: Yes Other: No Requirement Policy Exceptions: None Section 5: Additional Notice & Reporting Requirements (Section 7.3 of Due Diligence) Other: Wage rate reporting requirements; Use of American Iron and Steel requirements, Build America Buy America requirements. Loan Agreement Water Infrastructure Finance Authority of Arizona (the “Authority”) and Town of Oro Valley (the “Local Borrower”) Evidencing a Loan from the Authority to the Local Borrower TBD i Table of Contents Article 1 Description of the Loan Section 1.1 Name and Address of Local Borrower ...................................................................1 Section 1.2 Authorized Officer(s) of Local Borrower ...............................................................1 Section 1.3 Notices ....................................................................................................................1 Section 1.4 Loan Information ....................................................................................................2 Article 2 Description of the Project Section 2.1 Description of Project .............................................................................................2 Section 2.2 Description of System .............................................................................................2 Article 3 Loan to Local Borrower; Amounts Payable Section 3.1 The Loan .................................................................................................................2 Section 3.2 Disbursement of Loan Proceeds .............................................................................3 Section 3.3 Amounts Payable ...................................................................................................3 Section 3.4 Tax Covenants ........................................................................................................3 Exhibit A Financial Assistance Terms and Conditions; Borrower Payment Instructions; and Loan Repayment Schedule Exhibit B Technical Assistance Terms and Conditions Exhibit C Reporting Requirements Exhibit D Source of Repayment Exhibit E Debt Service Reserve Requirements Exhibit F Replacement Reserve Requirements Exhibit G Opinion of Counsel to Borrower Exhibit H Tax Compliance Certificate of Local Borrower Loan Agreement This Loan Agreement (this “Loan Agreement”) is made and entered into as of TBD by and between the Water Infrastructure Finance Authority of Arizona (the “Authority”), and Town of Oro Valley (the “Local Borrower”), a political subdivision of the State of Arizona. This Loan Agreement includes the attached Exhibits and the attached Standard Terms and Conditions. Any capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Exhibits and the Standard Terms and Conditions. The Authority and the Local Borrower agree as follows: Article 1 Description of the Loan Section 1.1 Name and Address of Local Borrower. Town of Oro Valley Attention: Peter Abraham, Water Utiliy Director 11000 N. Canada Dr. Oro Valley, Arizona 85737 Telephone: (520)229-5010 Fax: (520)229-5029 Section 1.2 Authorized Officer(s) of Local Borrower. Town of Oro Valley Attention: David Gephart, Chief Financial Officer 11000 N Canada Dr Oro Valley, Arizona 85737 Telephone: (520)229-4768 Fax: (520)229-5029 Section 1.3 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, to the Local Borrower and the Authorized Officer of the Local Borrower at the addresses specified in Sections 1.1 and Section 1.2, and to the Authority at the following address: Director Water Infrastructure Finance Authority of Arizona 3300 North Central Avenue, Suite 1050 Phoenix, Arizona 85012 Telephone: (602) 364-1310 Fax: (602) 364-1327 Any of the parties may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent, by notice in writing given to the others. 2 Section 1.4 Loan Information. The terms of the Loan include the terms set forth in the Exhibits, which are part of this Loan Agreement: Exhibit A Financial Assistance Terms and Conditions; Borrower Payment Instructions; and Loan Repayment Schedule Exhibit B Technical Assistance Terms and Conditions Exhibit C Reporting Requirements Exhibit D Source of Repayment Exhibit E Debt Service Reserve Requirements Exhibit F Replacement Reserve Requirements Exhibit G Opinion of Counsel to Borrower Exhibit H Tax Compliance Certificate of Local Borrower Prior to Loan Closing, the Local Borrower must deliver to the Authority the Opinion of Local Borrower Counsel in the form of Exhibit G and the Tax Compliance Certificate of Local Borrower in the form of Exhibit H, signed and dated the date of Loan Closing. Article 2 Description Of The Project Section 2.1 Description of Project. The Project is described in the Project Summary attached to the Loan Resolution of the Authority, and in Exhibit B of this Loan Agreement. Section 2.2 Description of System. The term “System” means and includes all of the properties and facilities of the complete domestic water systems of the Local Borrower, whether lying within or without the boundaries of the Local Borrower, as now existing and as they may hereafter be improved or extended, all improvements, additions and extensions thereto or replacements thereof hereafter constructed or acquired by purchase, contract or otherwise and all contracts, rights, agreements, leases and franchises of every nature owned by the Local Borrower and used or useful or held for use in the operation of said systems or any part or portion thereof. Article 3 Loan to Local Borrower; Amounts Payable Section 3.1 The Loan. The Authority shall loan and disburse to the Local Borrower in accordance with this Article 3 an amount listed in Exhibit A (the “Loan”), and the Local Borrower shall borrow and accept from the Authority, the Loan in the principal amount determined pursuant to this Article 3; provided, however, that (i) the Authority shall be under no obligation to disburse any amount of the Loan if an Event of Default has occurred and is continuing under this Loan Agreement, and (ii) the amount to be disbursed shall be lawfully available for disbursement. The Local Borrower shall use the proceeds of the Loan strictly in accordance with the requirements of this Loan Agreement. 3 Section 3.2 Disbursements of Loan Proceeds. The Authority may disburse funds by check, by electronic means or by means of magnetic tape or other transfer medium. Except as hereinafter provided, disbursements shall be made only when (i) the request for disbursements is in substantially the form provided by the Authority and is accompanied by the necessary certifications and documentation and (ii) an Authorized Officer of the Authority has determined that such disbursement is proper. An Authorized Officer of the Authority shall approve disbursements directly to the persons or entities entitled to payment or to the Local Borrower in the case of reimbursement for costs of services already paid, and shall provide the Local Borrower with a copy of the approval and the date approved. Disbursements may be made only for Eligible Project Costs. Section 3.3 Amounts Payable. The Local Borrower shall pay to the Authority the amounts shown in Exhibit A on or before the dates shown in Exhibit A, as the same may be adjusted as provided in the Standard Terms and Conditions, to reflect any revisions to the principal repayment schedule of the Loan. Such payments shall be made by electronic funds transfer or by direct debit to the Authority. Section 3.4 Tax Covenants. (a) General. The Local Borrower acknowledges that, in connection with its state revolving fund programs, the Authority issues its bonds (“Authority Bonds”) from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority’s interest for the Loan to qualify and be an obligation that bears interest that is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the alternative minimum tax imposed under the Code. Therefore, the Local Borrower represents and covenants as follows with respect to the Loan and the Authority Bonds. The Local Borrower covenants that it will not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the exclusion from gross income of the interest on the Loan or the Authority Bonds under Section 103(a) of the Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed under the Code, and in the event of such action or omission, it will, promptly upon having such brought to its attention, take such reasonable actions based upon a bond counsel opinion as may rescind or otherwise negate such action or omission. The Local Borrower will not directly or indirectly use or permit the use of any proceeds of the Loan or any other funds of the Local Borrower or take or omit to take any action that would cause the Loan or the Authority Bonds to be or become “arbitrage bonds” within the meaning of Section 148(a) of the Code or to fail to meet any other applicable requirement of Sections 103, 141, 148, 149 and 150 of the Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed under the Code. To that end, the Local Borrower will comply with all applicable requirements of Sections 103, 141, 148, 149 and 150 of the Code to the extent applicable to the Loan. (b) Modification Based on Bond Counsel Opinion. Notwithstanding any provision of this Section, if the Local Borrower provides to the Authority a bond counsel opinion to the effect that 4 any action required under this Section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of interest on the Loan or the Authority Bonds pursuant to Section 103(a) of the Code, the provisions of this Section and the covenants in this Section shall be deemed to be modified to that extent. (c)Bond Counsel Opinion. For purposes of this Section, “bond counsel opinion” means an opinion letter of a firm of attorneys of national reputation experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds, and who is acceptable to the Authority. IN WITNESS WHEREOF, the Authority and the Local Borrower have caused this Loan Agreement to be executed and delivered as of the date of execution hereof. Water Infrastructure Finance Authority of Arizona By: __________________________________________ Chelsea McGuire, Director Town of Oro Valley By: ___________________________________ David Gephart, Chief Financial Officer Attest: By: ___________________________________________ Clerk LOAN AGREEMENT STANDARD TERMS AND CONDITIONS Water Infrastructure Finance Authority of Arizona TABLE OF CONTENTS Page PHOENIX/562066.2 i ARTICLE 1 COVENANTS OF THE LOCAL BORROWER RELATING TO THE SYSTEM AND THE PROJECT ...................................................................................................................................................... 1 Section 1.1 Operation and Maintenance of System ....................................................................................... 1 Section 1.2 Additions and Modifications ...................................................................................................... 1 Section 1.3 Disposition of Project and System .............................................................................................. 1 Section 1.4 Cost of Project ............................................................................................................................ 1 ARTICLE 2 ADDITIONAL COVENANTS OF THE LOCAL BORROWER .......................................................... 2 Section 2.1 Unconditional Obligations .......................................................................................................... 2 Section 2.2 Performance Under Loan Agreement ......................................................................................... 2 Section 2.3 Disclaimer of Warranties ............................................................................................................ 2 Section 2.4 Loan Repayments; Prepayments; Adjustments; Late Charges ................................................... 2 Section 2.5 Source of Repayment of Local Borrower’s Obligations and Pledge .......................................... 3 Section 2.6 Insurance .................................................................................................................................... 3 Section 2.7 No Liens ..................................................................................................................................... 3 Section 2.8 Disadvantaged Business Enterprises .......................................................................................... 3 ARTICLE 3 REPRESENTATIONS OF LOCAL BORROWER ................................................................................ 5 Section 3.1 Organization and Authority ........................................................................................................ 5 Section 3.2 Full Disclosure ........................................................................................................................... 5 Section 3.3 Pending Litigation ...................................................................................................................... 5 Section 3.4 Compliance with Existing Laws and Agreements ...................................................................... 6 Section 3.5 No Defaults................................................................................................................................. 6 Section 3.6 Governmental Consent ............................................................................................................... 6 Section 3.7 Compliance with Law ................................................................................................................. 6 ARTICLE 4 ASSIGNMENT ....................................................................................................................................... 7 Section 4.1 Assignment and Transfer by Authority ...................................................................................... 7 Section 4.2 Assignment by Local Borrower .................................................................................................. 7 ARTICLE 5 DEFAULTS AND REMEDIES.............................................................................................................. 7 Section 5.1 Events of Default ........................................................................................................................ 7 Section 5.2 Notice of Default ........................................................................................................................ 8 Section 5.3 Remedies on Default .................................................................................................................. 8 Section 5.4 Attorney’s Fees and Other Expenses .......................................................................................... 8 Section 5.5 Application of Moneys ............................................................................................................... 8 Section 5.6 No Remedy Exclusive; Waiver; Notice ...................................................................................... 8 Section 5.7 Retention of Authority’s Rights ................................................................................................. 9 Section 5.8 Default by the Authority ............................................................................................................. 9 TABLE OF CONTENTS (continued) Page PHOENIX/562066.2 ii ARTICLE 6 PROVISIONS APPLICABLE TO LOANS FINANCED BY OR PLEDGED TO SECURE AUTHORITY BONDS ................................................................................................................................. 9 Section 6.1 General ....................................................................................................................................... 9 Section 6.2 Tax Covenants ............................................................................................................................ 9 Section 6.3 Third Party Beneficiaries .......................................................................................................... 10 Section 6.4 Additional Documents Relating to Authority Bonds ................................................................ 10 Section 6.5 Disclosure Regarding Authority Bonds .................................................................................... 10 Section 6.6 Assignment and Transfer by Authority to Trustee ................................................................... 11 Section 6.7 Conditions to Assignment by Local Borrower ......................................................................... 11 Section 6.8 Sale or Other Disposition of Project or System ........................................................................ 12 Section 6.9 Deficiencies Under Bond Documents Caused by Failure to Make Loan Repayment .............. 12 Section 6.10 Indemnification ...................................................................................................................... 12 Section 6.11 Compliance with Master Trust Indenture ............................................................................... 12 Section 6.12 Provisions Relating to Default ................................................................................................ 12 Section 6.13 Tax Compliance Certificate .................................................................................................... 13 ARTICLE 7 MISCELLANEOUS ............................................................................................................................. 13 Section 7.1 Binding Effect .......................................................................................................................... 13 Section 7.2 Severability ............................................................................................................................... 13 Section 7.3 Amendments, Supplements and Modifications ........................................................................ 13 Section 7.4 Counterpart Execution; Electronic Records and Signatures ..................................................... 13 Section 7.5 Captions .................................................................................................................................... 13 Section 7.6 Further Assurances ................................................................................................................... 13 Section 7.7 State of Arizona Contract Provisions ....................................................................................... 13 ARTICLE 8 DEFINITIONS...................................................................................................................................... 15 Section 8.1 Definitions ................................................................................................................................ 15 Section 8.2 Rules of Interpretation .............................................................................................................. 18 ARTICLE 9 LIST OF FEDERAL LAWS AND AUTHORITIES ............................................................................ 18 PHOENIX/562066.2 This document sets forth Standard Terms and Conditions applicable to the Loan made by the WATER INFRASTRUCTURE FINANCE AUTHORITY OF ARIZONA (the “Authority”) to the Local Borrower. These Standard Terms and Conditions are a part of the Loan Agreement to which this document is attached. Certain terms used herein are defined in Article 8. Article 1 Covenants of the Local Borrower Relating to the System and the Project. Section 1.1 Operation and Maintenance of System. The Local Borrower covenants and agrees that it shall, in accordance with prudent utility practice, (a) at all times operate the properties of the System and any business in connection therewith in an efficient manner, (b) maintain the System in good repair, working order and operating condition, and (c) from time to time make all necessary and proper repairs, renewals, replacements, additions, betterments and improvements with respect to the System so that at all times the operations carried on in connection therewith shall be properly and advantageously conducted from revenues of the System or, if the Local Borrower so elects, from any other source of funds lawfully available. Section 1.2 Additions and Modifications. The Local Borrower may make any additions, renewals, replacements, modifications or improvements to the System which it deems desirable and which do not materially reduce the operational integrity of any part of the System. All such renewals, replacements, additions, modifications and improvements shall become a part of the System. Section 1.3 Disposition of Project and System. (a) The Local Borrower shall not sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System except upon compliance with the provisions of this Section; provided, however that the requirements of this Section shall not apply to transactions which are capital leases within the meaning of generally accepted accounting principles to finance expansion or improvement of the System and under which the Local Borrower maintains a purchaser’s interest or other beneficial ownership, use, possession and control of the System so long as no default exists. (b) The Local Borrower may sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System if the Local Borrower shall give at least ninety (90) days’ prior written notice to the Authority of the proposed transaction, and the Authority gives its written consent which shall not be unreasonably withheld. The Local Borrower understands that the Authority, in determining whether or not to give its consent, must determine that the proposed transaction will not adversely affect the Authority’s ability to meet its duties, covenants, obligations and agreements or conditions of any grant received by the Authority or the State from the United States of America, which is related to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act, as amended, and the Federal Safe Drinking Water Act, as amended. (c) Notwithstanding the provisions of subsection (b) above, the Local Borrower may sell, lease or otherwise dispose of, any of the property comprising part of the System without prior notice to or the consent of the Authority, other than the Project, in either of the following circumstances: (i) If the Local Borrower determines that such property is not necessary, useful or profitable to the operation of the System; or (ii) If the value of such property sold, leased or otherwise disposed of in any one year is equal to not more than 5% of the value of the fixed assets of the System. Section 1.4 Cost of Project. The Local Borrower certifies that the estimated Eligible Project Costs as listed in Section 1 of Exhibit B is a reasonable and accurate estimation of the Eligible Project Costs and, upon the direction of the Authority the Local Borrower will supply the Authority with a certificate from its engineer stating that such estimated Eligible Project Costs is a reasonable and accurate estimation. PHOENIX/562066.2 2 Article 2 Additional Covenants of the Local Borrower Section 2.1 Unconditional Obligations. The obligation of the Local Borrower to make the Loan Repayments and the obligation to perform and observe the other duties, covenants, obligations and agreements on its part described herein are payable solely from the Source of Repayment described in this Loan Agreement and shall be absolute and unconditional and shall not be abated, rebated, set-off, reduced, abrogated, terminated, waived, diminished, postponed or otherwise modified in any manner or to any extent whatsoever, while any payments hereunder remain unpaid, regardless of any contingency, act of God, event or cause whatsoever, including (without limitation) any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, the taking by eminent domain or destruction of or damage to the Project or the System, commercial frustration of the purpose, any change in the laws of the United States of America or of the State or any political subdivision of either or in the rules or regulations of any governmental authority, any failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Project or this Loan Agreement, or any rights of set-off, recoupment, abatement or counterclaim that the Local Borrower might otherwise have against the Authority or any other party or parties; provided, however, that payments under this Loan Agreement shall not constitute a waiver of any such rights. The Local Borrower shall not be obligated to make any payments required to be made by any other local borrowers under separate loan agreements or local borrower bonds. Notwithstanding any other provision of this Section 2.1, or this Loan Agreement, neither the Authority, nor any assignee of the Authority shall have the right or ability to compel the repayment of this Loan Agreement from any source other than the Source of Repayment. Section 2.2 Performance Under Loan Agreement. The Local Borrower covenants and agrees (a) to maintain the System in good repair and operating condition; (b) to cooperate with the Authority to the extent it may lawfully do so, in the observance and performance of the respective duties, covenants, obligations and agreements of such Local Borrower and the Authority under this Loan Agreement; and (c) to comply with the covenants set forth in this Loan Agreement. Section 2.3 Disclaimer of Warranties. The Local Borrower acknowledges and agrees that (a) the Authority makes no warranty or representation, either express or implied as to the value, design, condition, merchantability or fitness for particular purpose or fitness for any use of the System or the Project or any portions thereof or any other warranty or representation with respect thereto; (b) in no event shall the Authority or its respective agents be liable or responsible for any direct, incidental, indirect, special or consequential damages in connection with or arising out of this Loan Agreement or the Project or the existence, furnishing, functioning or use of the System or the Project; and (c) are not intended to and shall not be construed as a waiver of any defense or limitation on damages provided for under and pursuant to the laws of the United States or of the State. Section 2.4 Loan Repayments; Prepayments; Providing for Payment of the Loan. (a) Loan Repayments. (i) The Local Borrower shall pay to the Authority the amounts set forth in the Loan Repayment Schedule contained in Exhibit A on or before the due dates shown in Exhibit A. (ii) Each payment made as a Loan Repayment as described in subsection (i) shall be applied first to the combined interest and fee payment then due and payable on the Loan and then to the principal amount of the Loan. (iii) In addition to the other payments required by this Section, the Local Borrower shall pay a late charge for any payment that is received by the Authority later than the tenth day following its due date, in an amount equal to six percent per annum of the amount of the late payment from its due date to the date it is actually paid; provided, however, that the combined interest and fee rate payable on the Loan including such late charge shall not be in excess of the maximum rate permitted by law or any proceedings or resolution authorizing the execution of this Loan Agreement. PHOENIX/562066.2 3 (iv) Upon the final disbursement, if the Loan amount is less than the estimated Eligible Project Costs, the amount of each Principal Installment due as set forth in the Loan Repayment Schedule contained in Exhibit A shall be adjusted to achieve substantially level debt service, and the Authority shall compute the adjusted combined interest and fee amounts to reflect the adjusted principal amounts and shall enter the results in a revised Loan Repayment Schedule delivered to the Local Borrower. (b) Prepayments. The Loan is not subject to prepayment prior to the tenth anniversary of the final loan draw. The Local Borrower may prepay the Principal Repayment Amount of the Loan in whole or in part in advance of the due dates on or after the tenth anniversary of the final loan draw without penalty upon written notice delivered to the Authority at least 60 days prior to the prepayment date. If the Local Borrower prepays the Repayment Principal Amount in part, the amount of each Principal Installment due as set forth in the Loan Repayment Schedule contained in Exhibit A shall be adjusted to achieve substantially level debt service. Upon such adjustment, the Authority shall compute the adjusted combined interest and fees amounts to reflect the adjusted principal amounts and shall enter the results in the Loan Repayment Schedule with notice to the Local Borrower. (c) Providing for Payment of the Loan. The Local Borrower may at any time provide for the payment and discharge of the Loan, as provided in this subsection. The Loan shall be deemed to have been paid and discharged if: (i) the Local Borrower has delivered to the Authority proof satisfactory to the Authority that the Local Borrower has deposited with a financial institution acceptable to the Authority, in trust for and irrevocably committed to payments on the Loan, cash or non-callable direct obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of Treasury of the United States of America) and obligations of any agency or instrumentality of the United States of America the timely payment of the principal of and interest on which are unconditionally guaranteed by the United States of America, which are of such maturities and interest payment dates, and bear such interest, as will be sufficient together with any moneys also deposited, without further investment or reinvestment of either the principal amount or the interest earnings (which earnings are to be held likewise in trust and so committed), to pay all the amounts due under the Loan, as set forth in the Loan Repayment Schedule contained in Exhibit A, as evidenced in a report of an independent firm of nationally recognized certified public accountants addressed to and delivered to the Authority; and (ii) the Authority has received a bond counsel opinion (as described in Section 6.2(b) and (c) below) to the effect that the deposit of funds and the investment of such deposit, as described in the preceding paragraph, will not, by itself, adversely affect the exclusion from gross income of interest on the Loan or any Authority Bonds for federal income tax purposes. Section 2.5 Source of Repayment of Local Borrower’s Obligations and Pledge. The Local Borrower irrevocably pledges the Source of Repayment described in this Loan Agreement for the punctual payment of all amounts due under the Loan Agreement. The Authority and the Local Borrower agree that the amounts payable by the Local Borrower under this Loan Agreement are payable solely from the Source of Repayment described in this Loan Agreement and are not payable from any other source whatsoever, unless the Local Borrower chooses to pay, and pays, any amount due hereunder from any other source lawfully available to it. Section 2.6 Insurance. The Local Borrower shall maintain or cause to be maintained in force, insurance policies with responsible insurers or self-insurance programs or through membership in a risk retention pool, including, but not limited to, the Arizona Municipal Risk Retention Pool (in accordance with the Local Borrower’s customary practices) providing against risk of direct physical loss, damage or destruction of the Project and the System, at least to the extent that similar insurance is usually carried by utilities constructing, operating and maintaining system facilities of the nature of the System, including liability coverage, all to the extent available at reasonable cost. Section 2.7 No Liens. The funds so pledged as described in this Loan Agreement after the payment of all costs of operating and maintaining the System, are and will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto which are prior to, or of equal rank with, the obligation of the Local Borrower to pay this Loan Agreement, and all corporate or other action on the part of the Local Borrower to that end has been and will be duly and validly taken. Except for: PHOENIX/562066.2 4 (a) the debt service on any future bonds, notes or other evidence of indebtedness of the Local Borrower issued or contractual obligations incurred in accordance with this Loan Agreement payable from the funds pledged to the payment of this Loan Agreement which are on parity with the lien and charge on the funds so pledged to pay this Loan Agreement and (b) as provided in Exhibit D of this Loan Agreement, the debt service on currently outstanding bonds, notes or evidences of indebtedness or contractual obligations of the Local Borrower, if any, payable from the Source of Repayment described in Exhibit D of this Loan Agreement which the Local Borrower has disclosed to the Authority in writing. Section 2.8 Disadvantaged Business Enterprises. As applicable, the Local Borrower shall comply with 40 C.F.R Part 33 1including but not limited to: Local Borrowers and their prime contractors must follow, document, and maintain documentation of their good faith efforts as listed below to ensure that Disadvantage Business Enterprises (DBEs) have the opportunity to participate in the project by increasing DBE awareness of procurement efforts and outreach. (a) Ensure DBEs are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities; including placing DBEs on solicitation lists and soliciting them whenever they are potential sources. (b) Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by DBEs in the competitive process. This includes, whenever possible, posting solicitation for bids or proposals for a minimum of 30 calendar days before the bid or proposal closing date. (c) Consider in the contracting process whether firms competing for large contracts could be subcontracted with DBEs. This will include dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process. (d) Encourage contracting with a consortium of DBEs when a contract is too large for one of these firms to handle individually. (e) Use the services and assistance of the Small Business Administration and the Minority Business Development Agency of the U. S. Department of Commerce. (f) If the prime contractor awards subcontracts, require the prime contractor to take the steps in sections (a) through (e) above. These conditions must be included in all procurement contracts entered into by the Local Borrower for all DWRF and CWRF projects: (a) The prime contractor must pay its subcontractor for satisfactory performance no more than 30 days from the prime contractor’s receipt of payment from the owner. (b) The prime contractor must notify the owner in writing prior to the termination of any Disadvantage Business Enterprise subcontractor for convenience by the prime contractor. (c) If a Disadvantage Business Enterprise contractor fails to complete work under the subcontract for any reason, the prime contractor must employ the six good faith efforts if soliciting a replacement contractor. 1 See Article 9 for a full list of applicable federal laws and authorities relating to Participation by Disadvantaged Business Enterprises in Procurement Under Environmental Protection Agency (EPA) Financial Assistance Agreements. PHOENIX/562066.2 5 (d) The prime contractor must continue to employ the six good faith efforts even if the prime contractor has achieved its fair share objectives. (e) The prime contractor must provide EPA Form 6100-2 DBE Program Subcontractor Participation Form to all of its Disadvantaged Business Enterprise subcontractors. Disadvantaged Business Enterprise subcontractors may send completed Form 6100-2 directly to the Region 9 DBE Coordinator listed below. Joe Ochab, EPA Region 9, 75 Hawthorne St. (P-22), San Francisco, CA 94105 (f) The prime contractor must have its Disadvantaged Business Enterprise subcontractors complete EPA Form 6100-3 – DBE Program Subcontractor Performance Form. The prime contractor must include all completed forms as part of the prime contractor’s bid or proposal package to the Local Borrower. (g) The prime contractor must complete and submit EPA 6100-4 DBE Program Subcontractor Utilization Form as part of the prime contractor’s bid or proposal package to the Local Borrower. (h) A Local Borrower must ensure that each procurement contract it awards contains the following terms and conditions: The contractor shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or other legally available remedies. Article 3 Representations of Local Borrower The Local Borrower represents for the benefit of the Authority that the representations contained in this Loan Agreement are true at the time of execution and delivery of this Loan Agreement and, other than with respect to events outside of Local Borrower’s control, will be true in all material respects at all times during the term of this Loan Agreement. Section 3.1 Organization and Authority. (a) The Local Borrower is a Political Subdivision or Indian Tribe as defined in the Authority Act. (b) The Local Borrower has full legal right and authority and has, or will obtain as and when required, all necessary licenses and permits required to acquire, own, operate and maintain the Project and the System, to carry on its activities relating thereto, to execute and deliver this Loan Agreement, to undertake and complete the Project, to pledge the Source of Repayment, and to carry out and consummate all transactions contemplated by this Loan Agreement. The Project is a project which the Local Borrower may undertake pursuant to State law and for which the Local Borrower is authorized by law to borrow money. (c) The proceedings of the Local Borrower’s governing body approving this Loan Agreement and authorizing its execution, issuance and delivery on behalf of the Local Borrower, and authorizing the Local Borrower to undertake and complete the Project have been duly and lawfully adopted in accordance with the laws of the State. (d) This Loan Agreement has been duly authorized, executed and delivered by an Authorized Officer of the Local Borrower; and, assuming that the Authority has all the requisite power and authority to authorize, execute and deliver, and has duly authorized, executed and delivered this Loan Agreement, this Loan Agreement constitutes a legal and valid obligation of the Local Borrower enforceable in accordance with its terms, and the information contained under “Description of the Loan” in this Loan Agreement is true and accurate in all material respects. PHOENIX/562066.2 6 Section 3.2 Full Disclosure. (a) To the best of the Local Borrower’s knowledge, there is no fact that the Local Borrower has not disclosed to the Authority in writing that materially adversely affects the properties, activities, prospects or condition (financial or otherwise) of the Local Borrower or the System, or the ability of the Local Borrower to make all Loan Repayments due hereunder and otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. (b) The information relating to the Local Borrower (including without limitation the financial and statistical data contained therein) submitted to the Authority by the Local Borrower in connection with the Authority’s approval of the Loan was at the time of the Authority’s approval of the Loan and at all times subsequent thereto up to and including the Loan Closing, will be (if necessary by amendment provided by the Local Borrower) true and correct and will not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading in any adverse respect. To the extent permitted by law, and notwithstanding any other provision of this Loan Agreement, the Local Borrower will indemnify, save and hold harmless the Authority, and each of the Authority’s agents, for, from and against any and all claims, damages, liability and court awards including costs, expenses and reasonable attorneys’ fees incurred as a result of any omission or misstatement of material fact in the information submitted to the Authority by the Local Borrower in connection with the Authority’s approval of the Loan, as it may have been supplemented and amended by the Local Borrower. Section 3.3 Pending Litigation. There are no proceedings pending, or to the knowledge of the Local Borrower, threatened, against or affecting the Local Borrower, in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the Local Borrower or the System, or the ability of the Local Borrower to make all Loan Repayments and otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement that have not been disclosed in writing to the Authority in the Local Borrower’s application for the Loan or otherwise. Section 3.4 Compliance with Existing Laws and Agreements. The authorization, execution and delivery of this Loan Agreement by the Local Borrower, the observance and performance by the Local Borrower of its duties, covenants, obligations and agreements hereunder and the consummation of the transactions provided for in this Loan Agreement, the compliance by the Local Borrower with the provisions of this Loan Agreement and the undertaking and completion of the Project will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Local Borrower pursuant to any existing ordinance or resolution, trust agreement, indenture, mortgage, deed of trust, loan agreement or other instrument (other than the lien and charge of this Loan Agreement and any ordinance or resolution or indenture which authorized outstanding obligations of the Local Borrower which are on a parity with this Loan Agreement as to a lien on, or a source and security for, payment thereon from the source of payment that is pledged to the Loan Repayments) to which the Local Borrower is a party or by which the Local Borrower, the System or any of its property or assets may be bound, nor will such action result in any violation of the provisions of the charter or other document pursuant to which the Local Borrower was established or any laws, ordinances, resolutions, governmental rules, regulations or court orders to which the Local Borrower, the System or its properties or operations are subject. Section 3.5 No Defaults. No event has occurred and no condition exists that, upon authorization, execution and delivery of this Loan Agreement or receipt of the amount of the Loan, would constitute an Event of Default hereunder. The Local Borrower is not in violation of, and has not received notice of any claimed violation of, any term of any agreement or other instrument to which it is a party or by which it may be bound, which violation would materially adversely affect the properties, activities, prospects or condition (financial or otherwise) of the Local Borrower or the ability of the Local Borrower to make all Loan Repayments or otherwise observe and perform its duties, covenants, obligations and agreements under this Loan Agreement. Section 3.6 Governmental Consent. The Local Borrower has or will have obtained prior to the date of the Loan Closing all permits and approvals required to date by any governmental body or officer (and reasonably expects to receive all permits required in the future by any governmental agency) for the making, observance and performance PHOENIX/562066.2 7 by the Local Borrower of its duties, obligations and agreements under this Loan Agreement or for the undertaking or completion of the Project and the financing thereof, and the Local Borrower has complied with all applicable provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the Local Borrower of its duties, covenants, obligations and agreements under this Loan Agreement or with the undertaking or completion of the Project and the financing thereof; and the Local Borrower has complied with all applicable provisions of law requiring any notification, declaration, filing or registration with any governmental body or officer in connection with the making, observance and performance by the Local Borrower of its duties, covenants, obligations and agreements under this Loan Agreement or with the undertaking or completion of the Project and the financing thereof. No consent, approval or authorization of, or filing, registration or qualification with, any governmental body or officer, other than those already obtained or reasonably expected to be obtained, is required on the part of the Local Borrower as a condition to the authorization, execution and delivery of this Loan Agreement, the undertaking or completion of the Project or the consummation of any transaction herein contemplated. Section 3.7 Compliance with Law. The Local Borrower: (a) is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject and the failure to comply with which would materially adversely affect the ability of the Local Borrower to conduct its activities or undertake or complete the Project or the condition (financial or otherwise) of the Local Borrower or the System; and (b) has obtained, or will obtain as and when required, all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its property or for the conduct of its activities which, if not obtained, would materially adversely affect the ability of the Local Borrower to undertake or complete the Project or the condition (financial or otherwise) of the Local Borrower or the System. Article 4 Assignment Section 4.1 Assignment and Transfer by Authority. The Local Borrower hereby approves and consents to any assignment or transfer of this Loan Agreement that the Authority deems to be necessary in connection with the Clean Water Revolving Fund and Drinking Water Revolving Fund programs of the Authority. Section 4.2 Assignment by Local Borrower. Except for assignments covered by Section 6.7 hereof, this Loan Agreement may not be assigned by the Local Borrower for any reason, unless the following conditions shall be satisfied: (a) the assignee shall be a governmental unit within the meaning of Section 141(c) of the Code or another entity acceptable to the Authority and the assignee shall have expressly assumed in writing the full and faithful observance and performance of the Local Borrower’s duties, covenants, agreements and obligations hereunder; (b) immediately after such assignment, the assignee shall not be in default in the performance or observance of any duties, covenants, obligations or agreements of the Local Borrower hereunder; and (c) the Authority shall receive an opinion of counsel to the effect that such assignment will not violate the provisions of any agreement entered into by the Authority with, or condition of any grant received by the Authority from the United States of America relating to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act and the Federal Safe Drinking Water Act. No assignment shall relieve the Local Borrower from primary liability for any of its obligations under this Loan Agreement and in the event of such assignment, the Local Borrower shall continue to remain primarily liable for the performance and observance of its obligations to be performed and observed under this Loan Agreement. Article 5 Defaults and Remedies Section 5.1 Events of Default. If any of the following events occurs, it is hereby defined as and declared to be and to constitute an “Event of Default”: (a) failure by the Local Borrower to pay, or cause to be paid, when due any Loan Repayment; PHOENIX/562066.2 8 (b) failure by the Local Borrower to make, or cause to be made, any required payments of principal, redemption premium, if any, and interest on any bonds, notes or other obligations of the Local Borrower for borrowed money (other than the Loan), after giving effect to the applicable grace period, the payments of which are secured by the Source of Repayment described in this Loan Agreement; (c) failure by the Local Borrower to perform any duty, covenant, obligation or agreement on its part to be observed or performed under this Loan Agreement, other than as referred to in paragraphs (a) and (b) of this Section, which failure shall continue for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to the Local Borrower by the Authority, unless the Authority agrees in writing to an extension of such time prior to its expiration, provided, however, that if the failure stated in such notice is correctable but cannot be corrected within the applicable period the Authority may not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Local Borrower and diligently pursued until the Event of Default is corrected; (d) the institution of any proceeding, with the acquiescence of the Local Borrower, for the purpose of effecting a composition between the Local Borrower and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are payable from the Source of Repayment described in this Loan Agreement; (e) a determination by the Authority that any material representation made by or on behalf of the Local Borrower contained in this Loan Agreement, or in any instrument furnished in compliance with or with reference to this Loan Agreement, is false or misleading in any material respect; and (f) the filing of a petition by or against the Local Borrower under any federal or state bankruptcy or insolvency law or other similar law in effect on the date of this Loan Agreement or thereafter enacted, unless in the case of any such petition filed against the Local Borrower such petition shall be dismissed within thirty (30) days after such filing and such dismissal shall be final and not subject to appeal; or the Local Borrower becoming insolvent or bankrupt or making an assignment for the benefit of its creditors; or the appointment of a custodian (including, without limitation, a receiver, liquidator or trustee of the Local Borrower or any of its property including the System) by court order, or possession of the Local Borrower or its property or assets is taken if such order remains in effect or such possession continues for more than thirty (30) days. Section 5.2 Notice of Default. The Local Borrower shall give the Authority prompt telephone notice of the occurrence of any Event of Default referred to in Section 5.1 paragraph (c) hereof, and of the occurrence of any other event or condition that constitutes an Event of Default, at such time as any senior administrative or financial officer of the Local Borrower becomes aware of the existence thereof. Any telephone notice pursuant to this Section shall be confirmed in writing by the end of the next Business Day. The Local Borrower shall also give such notice as is required by Section 6.12, paragraph (a) hereof. Section 5.3 Remedies on Default. (a) Whenever an Event of Default referred to in Section 5.1 hereof shall have occurred and be continuing, the Authority shall have the right to take any action permitted or required pursuant to this Loan Agreement and to take whatever other action at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become due on their scheduled payment dates or to enforce the performance and observance of any duty, covenant, obligation or agreement of the Local Borrower hereunder, including, without limitation, appointment of a receiver of the System. (b) Nothing in this Loan Agreement shall be construed to affect the Attorney General taking action to enforce this Loan Agreement in accordance with the Authority Act. Section 5.4 Attorney’s Fees and Other Expenses. In the event of a default hereunder by the Local Borrower, the Local Borrower shall on demand and to the extent not prohibited by applicable law pay to the Authority the reasonable fees and expenses of attorneys and other reasonable expenses (including without limitation the reasonably allocated costs of in-house counsel and legal staff) incurred by the Authority in the collection of Loan PHOENIX/562066.2 9 Repayments or any other sum due hereunder or in the enforcement of performance or observance of any other duties, covenants, obligations or agreements of the Local Borrower, in addition to all sums due pursuant to Section 6.12, paragraph (c) hereof, to the extent permitted by law. Section 5.5 Application of Moneys. The parties acknowledge that: (a) all amounts coming due hereunder as Loan Repayments shall be treated as principal and combined interest and fees with respect to the Loan which amounts are secured by a pledge of the Source of Repayment in accordance with Exhibit D of this Loan Agreement; and (b) amounts coming due under Section 5.4 hereof shall be secured by the Source of Repayment on a basis subordinate to the Loan Repayments, but on a parity with comparable expenses relating to such Outstanding Parity Obligations and Additional Parity Obligations. However, any moneys collected by the Authority pursuant to Section 5.3 in the exercise of remedies with respect to amounts due or to become due hereunder shall be applied: (a) first, to pay any attorney’s fees or other fees and expenses owed by the Local Borrower pursuant to Section 5.4 hereof, (b) second, to pay delinquent combined interest fees and late charges on the Loan; (c) third, to pay combined interest and fees then due and payable on the Loan; (d) fourth, to pay delinquent principal on the Loan in order of scheduled maturity; (e) fifth, to pay principal then due and payable on the Loan; and (f) sixth, to pay any other amounts due and payable pursuant to this Loan Agreement. Section 5.6 No Remedy Exclusive; Waiver; Notice. No remedy conferred upon or reserved to the Authority hereunder is intended to be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it as described in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. Section 5.7 Retention of Authority’s Rights. Notwithstanding any assignment or transfer of this Agreement pursuant to the provisions hereof, or anything else to the contrary contained herein, the Authority shall have the right upon the occurrence of an Event of Default to take any action, including (without limitation) bringing an action against the Local Borrower at law or in equity, as the Authority may, in its discretion, deem necessary to enforce the obligations of the Local Borrower to the Authority. Section 5.8 Default by the Authority. In the event of any default by the Authority in any duty, covenant, agreement or obligation described in this Agreement, the Local Borrower’s remedy for such default shall be limited to injunction, special action, action for specific performance or any other available equitable remedy designed to enforce the performance or observance of any duty, covenant, obligation or agreement of the Authority described herein as may be necessary or appropriate. The Authority shall on demand pay to the Local Borrower the reasonable fees and expenses of attorneys and other reasonable expenses in the enforcement of such performance or observance. Article 6 Provisions Applicable to Loans Financed by or Pledged to Secure Authority Bonds Section 6.1 General. The Local Borrower acknowledges that the Authority is entering into this Loan Agreement and agreeing to make the Loan at this time for the benefit of the Local Borrower, and that the Authority may finance the Loan, along with other loans to other local borrowers, through the issuance of Authority Bonds and may pledge the Loan to secure Authority Bonds. If and for so long as the Authority’s source of funds to make disbursements on, or to carry, the Loan represented by this Loan Agreement is, or becomes, the proceeds of Authority Bonds, or this Loan Agreement is assigned by the Authority as security for payment of amounts due or to become due on Authority Bonds, the Local Borrower agrees to cooperate with the Authority with respect to the issuance of Authority Bonds by furnishing and certifying information concerning the Local Borrower, the Project, the System and the Source of Repayment, and by agreeing to reasonable modifications and additions to this Loan Agreement necessary or convenient for the Authority Bond transaction. Without limiting the generality of the foregoing, the Local Borrower PHOENIX/562066.2 10 agrees that if the Authority at any time determines, in its discretion, that it is necessary in connection with the issuance of Authority Bonds or the maintenance of the Authority’s bond program, then the provisions set forth in this Article shall be in effect. Section 6.2 Tax Covenants. (a) General. The Local Borrower acknowledges that, in connection with its state revolving fund programs, the Authority issues its Authority Bonds from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority’s interest for the Loan to qualify and be a Tax-Exempt Obligation that is not an AMT Obligation. Therefore, the Local Borrower represents and covenants as follows with respect to the Loan and the Authority Bonds. The Local Borrower covenants that it will not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the exclusion from gross income of the interest on the Loan or the Authority Bonds under Section 103(a) of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an AMT Obligation, and in the event of such action or omission, it will, promptly upon having such brought to its attention, take such reasonable actions based upon a bond counsel opinion as may rescind or otherwise negate such action or omission. The Local Borrower will not directly or indirectly use or permit the use of any proceeds of the Loan or any other funds of the Local Borrower or take or omit to take any action that would cause the Loan or the Authority Bonds to be or become “arbitrage bonds” within the meaning of Section 148(a) of the Internal Revenue Code or to fail to meet any other applicable requirement of Sections 103, 141, 148, 149 and 150 of the Internal Revenue Code or cause the interest on the Loan or the Authority Bonds to become an item of tax preference for purposes of the alternative minimum tax imposed under the Code. To that end, the Local Borrower will comply with all applicable requirements of Sections 103, 141, 148, 149 and 150 of the Code to the extent applicable to the Loan. (b) Modification Based on Bond Counsel Opinion. Notwithstanding any provision of this Section, if the Local Borrower provides to the Authority a bond counsel opinion to the effect that any action required under this Section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of interest on the Loan or the Authority Bonds pursuant to Section 103(a) of the Internal Revenue Code, the provisions of this Section and the covenants in this Section shall be deemed to be modified to that extent. (c) Bond Counsel Opinion. For purposes of this Article, “bond counsel opinion” means an opinion letter of a firm of attorneys of national reputation experienced in the field of municipal bonds whose opinions are generally accepted by purchasers of municipal bonds, and who is acceptable to the Authority. Section 6.3 Third Party Beneficiaries. The Trustee, the owners from time to time of the Authority Bonds, any Credit Enhancer from time to time of the Authority Bonds and any underwriter of the Authority Bonds are each expressly acknowledged to be third party beneficiaries of this Loan Agreement and each representation, agreement, duty, obligation and provision of this Loan Agreement. Section 6.4 Additional Documents Relating to Authority Bonds. The Local Borrower will furnish to the Authority and certify to such information and execute and deliver and cause to be executed and delivered such documents as the Authority, the underwriter or other parties to any Authority Bond transaction may reasonably require, including, without limitation: (a) a certificate of an Authorized Officer of the Local Borrower to the effect that the information contained in the Final Official Statement (defined in Section 6.5, paragraph (a)) for the Authority Bonds concerning the Local Borrower is correct in all material respects and is an accurate summary of the information which it purports to summarize, and that nothing has come to the Authorized Officer’s attention that would lead the Authorized Officer to believe that the information in the Final Official Statement relating to the Local Borrower contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (b) subject to the continuing disclosure requirements of Securities and Exchange Commission Rule 15c2-12 (the “Disclosure Rule”), a continuing disclosure undertaking of the Local Borrower meeting the requirements of the Disclosure Rule , and a statement of the Local Borrower as to whether it has failed to provide any information and PHOENIX/562066.2 11 notices required by the provisions of previous continuing disclosure undertakings, if any, of the Local Borrower under the Disclosure Rule, and if it has not, describing the circumstances and status of such failure; and (c) an appropriate certificate executed by Authorized Officer of the Local Borrower concerning the reasonable expectations of the Local Borrower as to the use of the proceeds of the Loan and such other matters as may be required on the part of the Local Borrower in order to ensure that the Authority Bonds are and will remain Tax- Exempt Obligations that are not AMT Obligations, and the Local Borrower covenants to comply with the provisions of such certificate; and (d) such other certificates, documents and information, and supplemental opinions of Local Borrower’s counsel, as the Authority, the underwriters of the Authority Bonds or other parties to the Authority Bonds transaction may reasonably require and as are necessary to confirm the continued truth and accuracy of information supplied by or on behalf of the Local Borrower. Section 6.5 Disclosure Regarding Authority Bonds. (a) The information, if any, relating to the Local Borrower (including without limitation the financial and statistical data contained therein) which has been furnished by the Local Borrower to be included in, and which is included in, a Preliminary Official Statement of the Authority (the “Preliminary Official Statement”), or a final Official Statement (the “Final Official Statement”) of the Authority concerning any Authority Bonds, as of the respective dates of each such document and at all times subsequent thereto up to and including the Bond Closing, will be (if necessary by amendment provided by the Local Borrower) true and correct and will not contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent permitted by law, and notwithstanding any other provision of this Loan Agreement, the Local Borrower will indemnify, save and hold harmless the Authority and each other local borrower, if any, included in the Final Official Statement, and each of such parties’ respective agents, for, from and against any and all claims, damages, liability and court awards including costs, expenses and attorneys fees incurred as a result of any omission or misstatement of a material fact in the Local Borrower’s information in the Final Official Statement, as it may have been supplemented or amended by the Local Borrower. (b) The Local Borrower agrees that from the date of the Final Official Statement and for a period until not later than 25 days after the date of the Bond Closing if and so long as the offering of the Authority Bonds continues (i) the Local Borrower will furnish such information with respect to itself as the Authority (for itself or at the request of the underwriters of the Authority Bonds) may from time to time reasonably request and (ii) if any event shall occur as a result of which it is necessary, in the opinion of Bond Counsel to the Authority, or counsel for the underwriters of the Authority Bonds, to amend or supplement the information in the Final Official Statement relating to the Local Borrower in order to make such information not misleading in light of the circumstances then existing, the Local Borrower will forthwith prepare, and furnish to the Authority and the underwriters such information relating to the Local Borrower as may be necessary to permit the preparation of an amendment of or supplement to the Final Official Statement (in form and substance satisfactory to the Bond Counsel to the Authority and counsel for the underwriters) which will amend or supplement the Final Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances then existing, not misleading. (c) The Local Borrower agrees that if prior to the 25th day following the end of the underwriting period of the Authority Bonds, as defined for purposes of the Disclosure Rule, any event shall occur which causes the representations contained in Section 6.4, paragraph (a) to be false in any material respect, the Local Borrower shall promptly notify the Authority of such development, and if in the opinion of the Authority and the underwriters of the Authority Bonds such development requires the preparation of a supplement or an amendment to the Preliminary Official Statement or the Final Official Statement, the Local Borrower agrees to cooperate with the Authority and the underwriters for the Authority Bonds in preparing any such supplement or amendment in a form acceptable to such parties and to pay all reasonable expenses incurred by such parties in connection with the preparation thereof. Section 6.6 Assignment and Transfer by Authority to Trustee. PHOENIX/562066.2 12 (a) The Local Borrower expressly acknowledges that, other than the right of the Authority to be indemnified by the Local Borrower, all right, title and interest of the Authority in, to and under this Loan Agreement will be assigned to the Trustee as security for the Authority Bonds, as applicable, as provided in the Authority’s Master Trust Indenture, and that if any Event of Default shall occur the Trustee, pursuant to the Authority’s Master Trust Indenture, shall be entitled to act hereunder in the place and stead of the Authority. The Local Borrower hereby acknowledges the requirements of the Authority’s Master Trust Indenture applicable to the Authority Bonds and consents to such assignment and appointment. The Authority shall retain the right to compel or otherwise enforce observance and performance by the Local Borrower of its duties, covenants, obligations and to be indemnified by the Local Borrower; provided, however, that in no event shall the Authority or the Trustee have the right to accelerate the payments under this Loan Agreement. (b) The Local Borrower hereby approves and consents to any assignment or transfer of this Loan Agreement that the Authority deems to be necessary in connection with any refunding of the Authority Bonds or otherwise in connection with the Clean Water Revolving Fund and Drinking Water Revolving Fund programs of the Authority. Section 6.7 Conditions to Assignment by Local Borrower. Notwithstanding Section 4.2, this Loan Agreement may not be assigned by the Local Borrower for any reason, unless the following conditions shall be satisfied: (a) the Authority, the Trustee and the Credit Enhancer, if any, of the Authority Bonds shall have approved said assignment in writing; (b) the assignee shall be a governmental unit within the meaning of Section 141(c) of the Internal Revenue Code or another entity acceptable to the Authority and the assignee shall have expressly assumed in writing the full and faithful observance and performance of the Local Borrower’s duties, covenants, agreements and obligations hereunder; (c) immediately after such assignment, the assignee shall not be in default in the performance or observance of any duties, covenants, obligations or agreements of the Local Borrower hereunder; (d) the Authority and the Trustee shall have received an opinion of bond counsel to the effect that such assignment will not adversely affect the exclusion of interest on the Authority Bonds from gross income for purposes of Federal income taxation under Section 103(a) of the Code or make the Authority Bonds or the Loan AMT Obligations; and (e) the Authority and the Trustee shall receive an opinion of counsel to the effect that such assignment will not violate the provisions of the Master Trust Indenture or any agreement entered into by the Authority with, or condition of any grant received by the Authority from, the United States of America relating to the Capital Grant Facility or any capitalization grants received by the Authority or the State under the Federal Water Pollution Control Act and the Federal Safe Drinking Water Act. No assignment shall relieve the Local Borrower from primary liability for any of its obligations under this Loan Agreement and in the event of such assignment, the Local Borrower shall continue to remain primarily liable for the performance and observance of its obligations to be performed and observed under this Loan Agreement. Section 6.8 Sale or Other Disposition of Project or System. The Local Borrower agrees that it will not sell, lease, abandon or otherwise dispose of all or substantially all or any substantial portion of the Project or the System unless (a) the transferee assumes the Local Borrower’s obligations under this Loan Agreement in accordance with Section 6.6, (b) the Authority shall by appropriate action determine, in its sole discretion, that such sale, lease, abandonment or other disposition will not adversely affect the Authority’s ability to meet its duties, covenants, obligations and agreements under the Bond Documents, and will not adversely affect the eligibility of interest on Authority Bonds then outstanding or which could be issued in the future for exclusion from gross income for purposes of federal income taxation or cause such Authority Bonds to be AMT Obligations, and (c) the Credit Enhancer, if any, of the Authority Bonds shall have given its prior written consent to such disposition. Section 6.9 Deficiencies Under Bond Documents Caused by Failure to Make Loan Repayment. The Local Borrower acknowledges that payment of the Authority Bonds by the Authority, including payment from moneys drawn by the Trustee from the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts established under the Bond Documents, does not constitute payment of the amounts due under this Loan Agreement. If at any time the amounts on deposit in the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts shall be less than the amounts required by the Bond Documents as the result of any transfer of moneys from the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts which in turn is the result of a failure by the Local Borrower to make any Loan Repayments required hereunder, the Local Borrower agrees to (a) replenish such moneys so transferred, and (b) replenish any deficiency arising from losses incurred in making such transfer as the result of the PHOENIX/562066.2 13 liquidation by the Authority of investment securities acquired as an investment of moneys in the Bond Reserves or the CWRF Financial Assistance Account and DWRF Financial Assistance Accounts, by making payments to the Authority in equal monthly installments for the lesser of six (6) months or the remaining term of the Loan at a combined interest and fee rate to be determined by the Authority necessary to make up any loss caused by such deficiency, provided that the combined interest and fee rate payable on the Loan including such make-up combined interest and fees shall not exceed the maximum rate permitted by the Authorizing Proceedings which authorized this Loan Agreement. Section 6.10 Indemnification. To the extent permitted by law, the Local Borrower shall indemnify, save and hold harmless the Authority against any and all claims, damages, liability and court awards including costs, expenses and attorney fees to the extent incurred as a result of any gross negligence or willful misconduct by the Local Borrower, or its employees, agents or subcontractors pursuant to the terms of this Loan Agreement. Section 6.11 Compliance with Master Trust Indenture. The Local Borrower covenants and agrees to take such action as it may lawfully take and as the Authority shall reasonably request so as to enable the Authority to observe and comply with, all duties, covenants, obligations and agreements contained in the Master Trust Indenture insofar as such duties, covenants, obligations and agreements relate to the obligations of the Local Borrower under this Loan Agreement. Section 6.12 Provisions Relating to Default. (a) Any notice or information which the Local Borrower is to give to the Authority pursuant to the provisions of Article 5 shall also be given by the Local Borrower to the Trustee and to any Credit Enhancer at the same time. (b) Notwithstanding the provisions of Section 5.3, paragraph (a) and Section 5.7, so long as a Credit Enhancer is not in default of its obligations with respect to its payment guarantee of the Authority Bonds and such guarantee is in effect, the Credit Enhancer shall have the right to direct the exercise of remedies provided for herein and the Trustee and the Authority shall not pursue any remedy except with the prior written consent of the Credit Enhancer. (c) In the event of a default hereunder by the Local Borrower, the Local Borrower shall also pay the expenses of the Trustee and of any Credit Enhancer in the same manner as provided in Section 5.4 with respect to the expenses of the Authority. Article 7 Miscellaneous Section 7.1 Binding Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Authority and the Local Borrower and their respective successors and assigns. Section 7.2 Severability. In the event any provision of this Loan Agreement shall be held illegal, invalid or unenforceable by any Court of competent jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. Section 7.3 Amendments, Supplements and Modifications. This Loan Agreement may not be amended, supplemented or modified without the prior written consent of the Authority and the Local Borrower. Section 7.4 Counterpart Execution; Electronic Records and Signatures Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. PHOENIX/562066.2 14 Electronic Records and Signatures. Local Borrower acknowledges and agrees that the Authority may require or permit certain transactions with Local Borrower be conducted electronically using electronic records and/or electronic signatures. Local Borrower consents to the use of electronic records and electronic signatures whenever expressly required or permitted by the Authority and acknowledges that Local Borrower shall be bound by its electronic signature and by the terms, conditions, requirements, information, and instructions contained in any such electronic records. For purposes of this section, an “electronic signature” has the same meaning as prescribed in A.R.S. § 18-106(F)(3). Section 7.5 Captions. The captions or headings in this Loan Agreement are for convenience only and shall not in any way define, limit or describe the scope or intent of any provisions or sections of this Loan Agreement. Section 7.6 Further Assurances. The Local Borrower shall, at the request of the Authority, authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights and agreements granted or intended to be granted by this Loan Agreement. Section 7.7 State of Arizona Contract Provisions. (a) Books and Records. As required by the provisions of Arizona Revised Statutes Section 35-214, the Local Borrower agrees that all books, accounts, reports, files and other records relating to this Loan Agreement shall be retained and shall be subject at all reasonable times to inspection and audits by the Authority for five years after completion of this Loan Agreement, and that upon request by the Authority such records shall be produced at any of the Authority offices designated herein as the place at which notices to the Authority are to be given. (b) Prohibition Against Discrimination. In the event that it applies, the parties agree to comply with the Arizona Governor’s Executive Order 2009-9, entitled “Prohibition of Discrimination in State Contracts Non-Discrimination in Employment by Government Contractors and Subcontractors,” which mandates that all persons, regardless of race, color, religion, sex, age, or national origin shall have equal access to employment opportunities, and all other applicable state and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The Local Borrower shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability. (c) Governing Law and Forum. This Loan Agreement shall be governed by and construed in accordance with the laws and judicial decisions of the State of Arizona, except as such laws may be preempted by any federal rules or regulations. The parties hereto expressly acknowledge and agree and all Local Borrowers by their acceptance thereof shall be deemed to have acknowledged and agreed that any judicial action to interpret or enforce the terms of this Loan Agreement against the Authority shall be brought and maintained in the Superior Court of the State of Arizona in and for Maricopa County or in the United States District Court in and for the District of Arizona. (d) Arbitration. In the event of a dispute, the parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by Arizona Revised Statutes Section 12-1518, and the prevailing party shall be entitled to attorney’s fees and costs with respect thereto. (e) Notice of Arizona Revised Statutes Section 38-511 – Cancellation. Notice is hereby given of the provisions of Arizona Revised Statutes Section 38-511, as amended. By this reference, the provisions of said statute are incorporated herein to the extent of their applicability to this Loan Agreement under the law of the State of Arizona. (f) Additional Warranties and Certifications from the Local Borrower. In compliance with Section 23-214(B) of the Arizona Revised Statutes, the Local Borrower warrants to the Authority that either (i) it is not an “employer” (within the meaning of Arizona Revised Statutes Section 23-214(B)) or (ii) it is registered with and is participating in the employment verification pilot program as jointly administered by the United States department of homeland security and the social security administration or any of its successor programs (the “E-Verify Program”) and that the proof submitted to the Authority of that registration and participation is true and correct. The Local Borrower agrees that, until the Loan is fully paid, at all times during which it is an “employer” (within the meaning of Arizona Revised Statutes Section 23-214(B)) it will be registered with and will participate in the E-Verify Program. The PHOENIX/562066.2 15 breach by the Local Borrower of the foregoing shall be deemed a material breach by the Local Borrower of this Loan Agreement and may result in penalties up to and including the termination of this Loan Agreement. If the Authority determines that the Local Borrower is not so registered and participating when required, the Authority will notify the Local Borrower by certified mail of the determination of noncompliance and the Local Borrower’s right to appeal the determination. On a final determination of noncompliance, the Local Borrower shall repay all monies received as an economic development incentive (within the meaning of Arizona Revised Statutes Section 23- 214(B)) to the Authority within thirty days of the final determination. Article 8 Definitions Section 8.1 Definitions. The following terms as used in this Loan Agreement shall, unless the context clearly requires otherwise, have the following meaning: “AMT Obligation” means a Tax-Exempt Obligation the interest on which is an item of tax preference for purposes of the alternative minimum tax imposed under the Code. “Annual Loan Review Form” means the loan compliance questionnaire circulated by the Authority to all borrowers as part of the Authority’s annual loan portfolio review. “Authority” means the Water Infrastructure Finance Authority of Arizona, a body corporate and politic of the State of Arizona duly created and validly existing under and by virtue of the Authority Act. “Authority Act” means Title 49, Chapter 8 (Section 49-1201 et seq.) of the Arizona Revised Statutes (“A.R.S.”). “Authority Bonds” means any bonds of the Authority issued to finance the State’s revolving fund established pursuant to the Water Pollution Control Act, as amended, and the Safe Drinking Water Act, as amended. “Authorized Officer” means, (i) with respect to the Local Borrower, the person whose name is set forth in this Loan Agreement or such other person or persons authorized by the Local Borrower to act as an authorized officer of the Local Borrower to perform any act or execute any document relating to the Loan or this Loan Agreement whose name is furnished in writing to the Authority and the Trustee; and (ii) with respect to the Authority, the Chairman, Vice Chairman, Executive Director, or any other person or persons designated by the Board to act on behalf of the Authority with respect to this Loan Agreement; the designation of such person or persons shall be evidenced by a written certificate containing a specimen signature of such person or persons and signed on behalf of the Authority by its Chairman or Vice Chairman. “Bond Closing” means the date of initial delivery of and payment for the Authority Bonds. “Bond Documents” means and includes the Master Trust Indenture, any supplemental indenture and any comparable or related document pursuant to which the Authority Bonds are issued, and all further amendments and supplements thereto adopted in accordance with the provisions thereof. “Bond Reserves” means reserves established by the Bond Documents for the Authority Bonds to secure timely payment of amounts due on the Authority Bonds even if one or more local borrowers do not make timely payments on their loans. “Business Day” means any day other than a Saturday, Sunday or legal holiday or a day on which banking institutions, in the city in which the designated office of the Authority (being Phoenix, Arizona) is located, are closed. “Capital Grant Facility” means the contractual arrangement established with the Authority by the United States of America Environmental Protection Agency to make capitalization grant payments pursuant to Title VI of the Federal Water Pollution Control Act, as amended (33 U.S.C. § 125 et seq.) and the Federal Safe Drinking Water Act, as amended (particularly 42 U.S.C. § 300j-12 et seq.). PHOENIX/562066.2 16 “Clean Water Act” means the Federal Water Pollution Control Act amendments of 1972 (P.L. 92-500; 86 Stat. 816), as amended by the Water Quality Act of 1987 (P.L. 100-4; 101 Stat. 7) and the Water Resources Reform and Development Act of 2014 (P.L. 113-21, 128 Stat. 1193). “Clean Water Revolving Fund (CWRF)” means the fund established by A.R.S. § 49-1221. “Code” means the Internal Revenue Code of 1986, the Regulations (whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a Section of the Code includes any applicable successor section or provision and such applicable Regulations, rulings, announcements, notices, procedures and determinations pertinent to that Section. “Combined Interest and Fee Rate” means periodic interest and fee payments made by the Borrower, see Exhibit A to this Loan Agreement. “Construction Period” means the period from the date of the Loan Closing until the date of the final disbursement of proceeds of the Loan pursuant to this Loan Agreement, but in no event later than the third anniversary of the Loan Closing. “Cost” means those costs that are eligible to be funded from draws under the Capital Grant Facility and are reasonable, necessary and allocable to the Project and are permitted by generally accepted government auditing standards to be costs of the Project. “Credit Enhancer” means the entity so designated in the Bond Documents, if any, or any successor thereto, that from time to time has issued and outstanding a municipal bond insurance policy or similar payment guarantee relating to the Authority Bonds. “CWRF Financial Assistance Account” means the account so designated in the Master Trust Indenture to which loans funded by the Clean Water Revolving Fund shall be credited. “Debt Management Fee” means the fee component of the combined interest and fee payments made by the Borrower, see Exhibit A to this Loan Agreement. “Department” means the Department of Environmental Quality of the State of Arizona. “Drinking Water Facility” has the meaning given that term in the Authority Act, currently: a community water system or a non-profit noncommunity water system as defined in the Federal Safe Drinking Water Act (P.L. 93-523; 88 Stat. 1660l; P.L. 95-190; 91 Stat. 1393; P.L. 104-182; 110 Stat. 1613) that is located in the State. The term does not include water systems owned by federal agencies. “Drinking Water Revolving Fund (DWRF)” means the fund established by A.R.S. § 49-1241. “DWRF Financial Assistance Account” means the account so designated in the Master Trust Indenture to which loans funded by the Drinking Water Revolving Fund shall be credited. “Eligible Project Costs” means, whether incurred before or after the date of this Loan Agreement, such portion of the Costs as is disbursed by the Authority for the benefit of the Local Borrower. The Local Borrower and the Authority acknowledge that the actual Eligible Project Costs for the Project have not been determined as of the effective date of this Loan Agreement. The final Eligible Project Costs shall be established after all disbursements have been made. “Event of Default” means any occurrence or event specified in Section 5.1 hereof. PHOENIX/562066.2 17 “Indian Tribe” has the meaning given that term by the Authority Act, currently: any Indian tribe, band, group or community that is recognized by the United States Secretary of the Interior and that exercises governmental authority within the limits of any Indian reservation under the Jurisdiction of the United States government notwithstanding the issuance of any patent and including rights-of-way running through the reservation. “Loan” means (a) during the Construction Period, the commitment to lend to the Local Borrower the Estimated Eligible Project Costs set forth in this Loan Agreement (as it may be amended or revised from time to time), and (b) thereafter, the amount of money equal to the Eligible Project Costs which is actually loaned to the Local Borrower pursuant to this Loan Agreement. “Loan Agreement” or “Agreement” means this Loan Agreement, including the Exhibits and these Standard Terms and Conditions attached to this Loan Agreement, as it may be supplemented, modified or amended from time to time in accordance with the terms hereof. “Loan Closing” means the date of execution and delivery of this Loan Agreement. “Loan Repayment Date” means the payment dates commencing and ending on the dates set forth in this Loan Agreement. “Loan Repayments” means the payments payable by the Local Borrower pursuant to this Loan Agreement. “Local Borrower” means the Political Subdivision or Indian Tribe that is a party to and is described in the first paragraph of this Loan Agreement. “Master Trust Indenture” means and includes the Master Trust Indenture dated as of August 1, 1999, as supplemented, and any comparable or related document, pursuant to which the Authority issues Authority Bonds. “Political Subdivision” has the meaning given that term by the Authority Act, currently: a county, city, town or special taxing district authorized by law to construct wastewater treatment facilities. “Project” is the project described in Section 2.1 of the Loan Agreement, all or a portion of the Cost of which is financed from the proceeds of the Loan. “Repayment Period” means the period over which the principal amount of the Loan will be repaid which period begins and ends on the dates set forth in this Loan Agreement. “Repayment Principal Amount” means the amount the Authority agrees to loan to the Local Borrower pursuant to this Loan Agreement or such lesser amount of actual Eligible Project Costs as represents the aggregate amount of the Loan actually made pursuant to this Loan Agreement. “Reserve Fund Surety” means a surety bond, insurance policy, letter of credit or similar arrangement representing the irrevocable obligation of the issuer thereof to pay to or at the direction of the Local Borrower an amount up to the Reserve Requirement as set forth in Exhibit A. “Safe Drinking Water Act” means the Federal Safe Drinking Water Act (P.L. 93-523; 88 Stat. 1660; P.L. 96-190; 91 Stat . 1393; P.L. 104-182; 110 Stat. 1613), as amended in 1996. “Source of Repayment” means the “source of repayment” set forth in this Loan Agreement as defined in Exhibit D. “State” means the State of Arizona. “System” means the “System” as defined in Section 2.2 of the Loan Agreement. “Tax-Exempt Obligation” means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidences of indebtedness) the interest on which is excluded from gross PHOENIX/562066.2 18 income for federal income tax purposes within the meaning of Section 150 of the Code, and includes any obligation or any investment treated as a “tax-exempt bond” for the applicable purpose of Section 148 of the Code “Trustee” means the Trustee appointed by the Authority pursuant to the Bond Documents and its successor or successors and any other corporation which may at any time be substituted in its place as Trustee pursuant to the Bond Documents. Terms not otherwise defined herein shall have the meanings ascribed to them in Exhibit D to the Loan Agreement. Section 8.2 Rules of Interpretation. For all purposes of this Loan Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) Words of one gender include the corresponding words of other genders; words of neuter include both genders; and words in the singular include words in the plural and vice versa. (b) Words indicating persons, parties, or entities (and the like) include firms, associations, partnerships (including limited partnerships), limited liability companies (and the like), corporations, trusts and other legal entities, including public and governmental bodies, as well as natural persons. (c) References to a statute refer to the statute, as amended, and any successor statute, and to all regulations promulgated under or implementing the statute or successor statute, as in effect at the relevant time. (d) References to a governmental or quasi-governmental entity or representatives thereof also refer to an entity that succeeds to the functions of the governmental or quasi-governmental entity and representatives thereof. (e) Headings preceding sections of text and any table of contents are solely for convenience of reference and are not part of this Loan Agreement and are not to affect its meaning, interpretation or effect. (f) Actions permitted under this Loan Agreement may be taken at any time and from time to time in the actor’s sole discretion. (g) The word “including” means “including, but not limited to” and the word “include” means “include, among others.” (h) The terms “hereby,” “hereof,” “herein,” and “hereunder” (and the like) refer to this Loan Agreement. (i) Indications of time of day mean local time in Phoenix, Arizona. (j) This Loan Agreement shall be governed by and construed in accordance with the applicable law of the State of Arizona, except for its conflict of law rules and except as preempted by federal. Article 9 List of Federal Laws and Authorities By Section 5.4 and Section 5.5 of Exhibit B to the Loan Agreement, the Local Borrower agrees that the Project will comply with applicable provisions of the following federal laws and authorities: Environmental: 1. Archaeological and Historical Preservation Act of 1974, Pub. L. 93-291; 16 U.S.C. § 469a-1. 2. Clean Air Act, Pub. L. 95-95, as amended; 42 U.S.C. § 7401 et. seq. 3. Clean Water Act, Titles II, IV, and V, Pub. L. 92-500, as amended. 4. Coastal Barrier Resources Act, Pub. L. 97-348; 16 U.S.C. § 3501 et. seq. PHOENIX/562066.2 19 5. Coastal Zone Management Act, Pub. L. 92-583, as amended; 16 U.S.C. § 1451 et. seq. 6. Endangered Species Act, Pub. L. 93-205, as amended; 16 U.S.C. § 1531 et seq. 7. Environmental Justice, Executive Order 12898. 8. Farmland Protection Policy Act, Pub. L. 97-98; 7 U.S.C. § 4201 et seq. 9. Fish and Wildlife Coordination Act, Pub. L. 85-624, as amended. 10. Floodplain Management, Executive Order 11988, as amended by Executive Order 12148. 11. Magnunson-Stevens Fishery Conservation and Management Act, Pub L. 94-265, as amended; 16 U.S.C. § 1801 et. seq. 12. National Historic Preservation Act of 1966, Pub. L. 89-665, as amended; 16 U.S.C. § 470 et. seq. 13. Protection and Enhancement of the Cultural Environment, Executive Order 11593. 14. Protection of Wetlands, Executive Order 11990, as amended by Executive Order 12608; Pub. L. 99-645, as codified at 16 U.S.C. § 3901 et. seq. 15. Safe Drinking Water Act, Section 1424(e), Pub. L. 92-523, as amended; 42 U.S.C. § 300f et. seq. 16. Wild and Scenic Rivers Act, Pub. L. 90-542, as amended; 16 U.S.C. § 1271 et. seq. 17. Migratory Bird Treaty Act of 1918, 16 U.S.C. § 703 et. seq. Social Legislation: 1. Age Discrimination Act, Pub. L. 94-135; 42 U.S.C. § 6102. 2. Civil Rights Act of 1964, Pub. L. 88-352, Title VI; 42 U.S.C. § 2000d. 3. Equal Employment Opportunity, Executive Order 11246, as amended. 4. Participation by Disadvantaged Business Enterprises in Procurement Under Environmental Protection Agency (EPA) Financial Assistance Agreements. a. Promoting the use of Small, Minority, and Women-owned Businesses, Executive Orders 11625, 12138 and 12432. b. Section 129 of the Small Business Administration Reauthorization and Amendment Act of 1988, Pub. L. 100-590. c. Department of Veterans Affairs and Housing and Urban Development, and Independent Agencies Appropriations Act, 1993, Pub. L. 102-389; 42 U.S.C. § 4370d. d. Title X Clean Air Act, Pub. L. 101-549; 42 U.S.C. § 7601 note. 5. Rehabilitation Act of 1973, Pub. L. 93-112; 29 U.S.C. § 794 (including Executive Order 11914 and 11250). 6. Section 13 of the Federal Water Pollution Control Act, Pub. L. 92-500; 33 U.S.C. § 1251. 7. The Drug Free Workplace Act Of 1988, Pub. L. 100-690. PHOENIX/562066.2 20 Economic and Miscellaneous Authority: 1. Anti-Lobbying Provision (40 CFR Part 34) and New Restrictions on Lobbying, Section 319 of Pub. L. 101-121. 2. Debarment and Suspension, Executive Order 12549. 3. Demonstration Cities and Metropolitan Development Act of 1966, Pub. L. 89-754, as amended; 42 U.S.C. § 3331 et. seq. 4. Preservation of Open Competition and Government Neutrality, Executive Order 13502. 5. Prohibitions relating to violators of the Clean Air Act, Section 306 of the Clean Air Act, 42 U.S.C. § 7505; Section 508 of the Clean Water Act, 33 U.S.C. § 1368; Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans. 6. Uniform Relocation and Real Property Acquisition Policies Act of 1970, Pub. L. 91-646, as amended; 42 U.S.C. §§ 4601-4655. ***** Last revised 11/7/14 680121/5/PHOENIX LOAN AGREEMENT ADDENDUM American Iron and Steel Requirements for Compliance with Federal Law Water Infrastructure Finance Authority of Arizona This document (this "American Iron and Steel Addendum") sets forth additional requirements made applicable to state revolving fund Loans made by the Water Infrastructure Finance Authority of Arizona ("WIFA") by federal law. The provisions in this American Iron and Steel Addendum are a part of the Loan Agreement. Capitalized terms not otherwise defined herein shall have the meanings given them in the Loan Agreement. The parties acknowledge and agree that funds disbursed by WIFA to the Local Borrower will include funds made available to WIFA by the federal government under federal law, and that the requirements of federal law include those set forth in this American Iron and Steel Addendum. The Local Borrower agrees to comply with all of those requirements and agrees that failure to do so is a breach of the provisions of the Loan Agreement which may result in a default under the Loan Agreement, termination of WIFA’s obligation to make disbursements on the Loan and the Local Borrower being required to repay all amounts that have been disbursed by WIFA on the Loan, together with interest and fees as provided in the Loan Agreement. Federal law requires that WIFA include in all assistance agreements, including the Loan Agreement, for the construction, alteration, maintenance, or repair of treatment works under the Clean Water State Revolving Fund and for the construction, alteration, maintenance, or repair of a public water system under the Drinking Water State Revolving Fund, a provision requiring the application of American Iron and Steel requirements for the entirety of the construction activities financed by the assistance agreement through completion of construction, no matter when construction commences. Whether or not the project has multiple sources of funding, the American Iron and Steel requirements apply to the entire project and not just to the activities funded by the money made available to WIFA by the federal government. Section 1. American Iron and Steel Requirements. In accordance with federal law: (a)(1) None of the funds made available to WIFA as authorized by title VI of the Federal Water Pollution Control Act (33 U.S.C. 1381 et seq.) or as authorized by section 1452 of the Safe Drinking Water Act (42 U.S.C. 300j-12) shall be used for a project for the construction, alteration, maintenance, or repair of a public water system or treatment works unless all of the iron and steel products used in the project are produced in the United States. (2) In this section, the term "iron and steel products" means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. (b) Subsection (a) shall not apply in any case or category of cases in which the Administrator of the Environmental Protection Agency (in this section referred to as the "Administrator") finds that— 2 680121/5/PHOENIX (1) applying subsection (a) would be inconsistent with the public interest; (2) iron and steel products are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or (3) inclusion of iron and steel products produced in the United States will increase the cost of the overall project by more than 25 percent. (c) If the Administrator receives a request for a waiver under this section, the Administrator shall make available to the public on an informal basis a copy of the request and information available to the Administrator concerning the request, and shall allow for informal public input on the request for at least 15 days prior to making a finding based on the request. The Administrator shall make the request and accompanying information available by electronic means, including on the official public Internet Web site of the Environmental Protection Agency. Section 2. General Provisions. (a) Binding Effect. This American Iron and Steel Addendum shall inure to the benefit of and shall be binding upon WIFA and the Local Borrower and their respective successors and assigns. (b) Severability. In the event any provision of this American Iron and Steel Addendum shall be held illegal, invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. (c) Amendments, Supplements and Modifications. This American Iron and Steel Addendum may not be amended, supplemented or modified without the prior written consent of WIFA and the Local Borrower. (d) Execution in Counterparts. This American Iron and Steel Addendum may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Applicable Law. This American Iron and Steel Addendum shall be governed by and construed in accordance with the laws of the State of Arizona and applicable federal law. (f) Captions. The captions or headings in this American Iron and Steel Addendum are for convenience only and shall not in any way define, limit or describe the scope or intent of any provisions of this American Iron and Steel Addendum. (g) Further Assurances. The Local Borrower shall, at the request of WIFA , authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights and agreements granted or intended to be granted by this American Iron and Steel Addendum. 3 680121/5/PHOENIX (h) Prohibition Against Discrimination. In the event that it applies, the parties agree to comply with the Arizona Governor's Executive Order 2009-9, entitled "Prohibition of Discrimination in State Contracts Non-Discrimination in Employment by Government Contractors and Subcontractors," which mandates that all persons, regardless of race, color, religion, sex, age, or national origin shall have equal access to employment opportunities, and all other applicable state and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The Local Borrower shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability. (i) Arbitration. In the event of a dispute, the parties agree to use arbitration, after exhausting applicable administrative review, to the extent required by Arizona Revised Statutes Section 12-1518, and the prevailing party shall be entitled to attorney's fees and costs with respect thereto. (j) Notice of Arizona Revised Statutes Section 38-511 - Cancellation. Notice is hereby given of the provisions of Arizona Revised Statutes Section 38-511, as amended. By this reference, the provisions of said statute are incorporated herein to the extent of their applicability to this American Iron and Steel Addendum under the law of the State of Arizona. [SIGNATURE PAGE FOLLOWS] 4 680121/5/PHOENIX WIFA and the Local Borrower are signing this American Iron and Steel Addendum to be effective as part of the Loan Agreement. Water Infrastructure Finance Authority of Arizona By: Chelsea McGuire, Director Town of Oro Valley By: David Gephart, Chief Financial Officer [Signature page to American Iron and Steel Addendum to Loan Agreement] 612015.2 LOAN AGREEMENT ADDENDUM Wage Rate and Forgivable Principal Requirements for Compliance with P.L. 111-88 Water Infrastructure Finance Authority of Arizona This document (this “Wage Rate and Forgivable Principal Addendum”) sets forth additional requirements applicable to state revolving fund Loans made by the Water Infrastructure Finance Authority of Arizona (“WIFA”) that are subject to the requirements of Public Law 111-88, “Making appropriations for the Department of the Interior, environment, and related agencies for the fiscal year ending September 30, 2010, and for other purposes,” enacted October 30, 2009 (“P.L. 111-88”). The provisions in this Wage Rate and Forgivable Principal Addendum are a part of the Loan Agreement. Capitalized terms not otherwise defined herein shall have the meanings given them in the Loan Agreement. The parties acknowledge and agree that funds disbursed by WIFA to the Local Borrower will include funds made available to WIFA by the federal government under P.L. 111-88, and that the requirements of P.L. 111-88 include those set forth in this Wage Rate and Forgivable Principal Addendum. The Local Borrower agrees to comply with all of those requirements and agrees that failure to do so is a breach of the provisions of the Loan Agreement which may result in a default under the Loan Agreement, termination of WIFA’s obligation to make disbursements on the Loan and the Local Borrower being required to repay all amounts that have been disbursed by WIFA on the Loan, together with interest and fees as provided in the Loan Agreement (including interest and fees at rates adjusted from those originally in effect as described herein). Additional Requirement for Subrecipients that are not Governmental Entities: Obtaining Wage Determinations - Under this Wage Rate and Forgivable Principal Addendum, the non-governmental borrower must submit its proposed Davis Bacon wage determinations to WIFA for approval prior to including the wage determination in any solicitation, contract task orders, work assignments, or similar instruments to existing contractors. THIS PARAGRAPH DOES NOT APPLY TO GOVERNMENTAL ENTITIES. Section 1. P.L. 111-88 Compliance - Forgivable Principal Portion. (a) Section 1 of Exhibit A to the Loan Agreement specifies the Total Financial Assistance Amount, the amount, if any, designated as the Forgivable Principal Portion, the Intended Repayment Amount, and the required amount of reserves to be established based upon the Intended Repayment Amount. Section 2 of Exhibit A to the Loan Agreement specifics a schedule of interest and principal payments based on the Intended Repayment Amount. If the Local Borrower fails to comply with the requirements of P.L. 111-88, including those set forth in this Wage Rate and Forgivable Principal Addendum: (i) WIFA will provide a revised Exhibit A for the Loan Agreement to amortize the entire Total Financial Assistance Amount with the Forgivable Principal Portion set to $1,012,500.00, adjusted, as necessary, to incorporate, previous principal payments. 2 612015.2 (ii) The Local Borrower will repay the Total Financial Assistance Amount. Section 2. P.L. 111-88 Compliance - Wage Rate Requirements. This section contains language that must be included in all Davis Bacon covered construction contracts and subcontracts. (29 CFR Part 5.5) (a) Required Provisions. The Local Borrower shall insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a treatment work under the Clean Water State Revolving Fund (“CWSRF”) or a construction project under the Drinking Water State Revolving Fund (“DWSRF”), or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in Sec. 5.1, or the FFY 2010 appropriation, the following clauses: (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in Sec. 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. Local Borrowers may obtain wage determinations from the U. S. Department of Labor’s web site, www.wdol.gov. (ii)(A) The Local Borrower, on behalf of EPA, shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The 3 612015.2 WIFA award official shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Local Borrower agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the Local Borrower to the WIFA award official. The WIFA award official will transmit the report, to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 (the “Administrator”) and to the EPA Davis Bacon Regional Coordinator concurrently. The Administrator, or the “administrator” representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the WIFA award official or will notify the WIFA award official within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the Local Borrower do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the award official shall refer the questions, including the views of all interested parties and the recommendation of the WIFA award official, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30- day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program; provided, that the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (2) Withholding. The Local Borrower shall upon its own action or upon written request of WIFA, EPA award official or an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon 4 612015.2 prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the (Agency) may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Local Borrower. Such documentation shall be available on request of WIFA or EPA. As to each payroll copy received, the subrecipient shall provide written confirmation in a form satisfactory to the State indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5 (a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/whd/forms/wh347.pdf or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the Local Borrower for transmission to WIFA or EPA, if requested by EPA, WIFA, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing 5 612015.2 wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the Local Borrower. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under Sec. 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under Sec. 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; and (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; and (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of WIFA, EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency or WIFA may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a 6 612015.2 payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. 7 612015.2 (5) Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the Local Borrower, WIFA, EPA, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility. (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. (b) Contract Work Hours and Safety Standards Act. The Local Borrower shall insert the following clauses set forth in paragraphs (b)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by Sec. 5.5(a) or 4.6 of part 4 of this title. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 8 612015.2 (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Local Borrower, upon its own action or upon written request of the EPA Award Official or an authorized representative of the Department of Labor shall withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section. (c) In addition to the clauses contained in paragraph (b), in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR Sec. 5.1, the Local Borrower shall insert a clause requiring that the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Local Borrower shall insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of WIFA, EPA and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. Section 3. General Provisions. (a) Binding Effect. This Wage Rate and Forgivable Principal Addendum shall inure to the benefit of and shall be binding upon WIFA and the Local Borrower and their respective successors and assigns. (b) Severability. In the event any provision of this Wage Rate and Forgivable Principal Addendum shall be held illegal, invalid or unenforceable by any court of competent 9 612015.2 jurisdiction, such holding shall not invalidate, render unenforceable or otherwise affect any other provision hereof. (c) Amendments, Supplements and Modifications. This Wage Rate and Forgivable Principal Addendum may not be amended, supplemented or modified without the prior written consent of WIFA and the Local Borrower. (d) Execution in Counterparts. This Wage Rate and Forgivable Principal Addendum may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (e) Applicable Law. This Wage Rate and Forgivable Principal Addendum shall be governed by and construed in accordance with the laws of the State of Arizona. (f) Captions. The captions or headings in this Wage Rate and Forgivable Principal Addendum are for convenience only and shall not in any way define, limit or describe the scope or intent of any provisions of this Wage Rate and Forgivable Principal Addendum. (g) Further Assurances. The Local Borrower shall, at the request of WIFA , authorize, execute, acknowledge and deliver such further resolutions, conveyances, transfers, assurances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights and agreements granted or intended to be granted by this Wage Rate and Forgivable Principal Addendum. (h) Arbitration. The parties hereto agree to use arbitration to the extent required by Section 12-1518 of the Arizona Revised Statutes. (i) Notice Regarding A.R.S. § 38-511. To the extent applicable by provision of law, the parties acknowledge that this Wage Rate and Forgivable Principal Addendum is subject to cancellation pursuant to A.R.S. § 38-511, the provisions of which are hereby incorporated herein. [SIGNATURE PAGE FOLLOWS] 10 612015.2 WIFA and the Local Borrower are signing this Wage Rate and Forgivable Principal Addendum to be effective as part of the Loan Agreement. Water Infrastructure Finance Authority of Arizona By: Chelsea McGuire, Director Town of Oro Valley By: David Gephart, Chief Financial Officer [Signature page to Wage Rate and Forgivable Principal Addendum to Loan Agreement] Exhibit A of Loan Agreement Section 1: Financial Assistance Terms and Conditions Town of Oro Valley Loan Number………………………………………………………………………………TBD Closing Date………………………………………………………………………………TBD First Payment Period………………………………………………………………………07/01/25 Financial Assistance Terms and Conditions Original Loan Amount as of the Closing Date…………………………………….12,018,000.00$ Forgivable Principal Amount……..………….……………………………………1,012,500.00$ Intended Repayment Amount………...……………………………………….…...11,005,500.00$ Loan Term……………………………………………………………………………20 Combined Interest & Fee Rate 3.825% Total # of Payment Periods within Loan Term………………………………………40 * Combined Interest and Fee Rate (CIFR) allocation: Fee = 1.5% (150 basis points); Interest = CIFR minus Fee. Principal Repayments Period Principal Repayments Begin…………………………………………………2 First Principal Repayment Date………………………………………………………07/01/26 Final Principal Repayment Date………………………………………………………07/01/45 Combined Interest and Fee Payment Dates First Combined Interest and Fee Payment Date*……………………………………07/01/25 Final Combined Interest and Fee Payment Date………………………………………07/01/45 * Actual initial Combined Interest and Fee payment calculated only on dollar amount drawn against loan as of initial payment date Debt Service Reserve Fund Requirements Total Reserve Amount……………………………………………………….………None Annual Amount………………………………………………………………………None Reserve Funded by (Date)……………………………………………………………Not Applicable Repair and Replacement Fund Requirement Begin Funding on (Date)………………………………………………………………Not Applicable Annual Amount………………………………………………………………………None Semi-Annual Deposit……………………………………………………………….None Annual Payment Years 1 through 5...............................……………………………………………………797,304.96$ Years 6 through 10...............................…………………………………………………797,304.96$ Years 11 through 15...............................…………………………………………………797,304.96$ Years 16 through 20...............................…………………………………………………797,304.96$ TBD WIFA Loan Agreement Exhibit A -- Page 1 Section 2: Loan Repayment Schedule Town of Oro Valley TBD Semi-Annual Combined Semi-Annual Annual Total Payment Interest and Combined Interest Principal Annual Year Period Dates Fee Rate and Fee Payment Repayment Payment 1 1 01/01/26 3.825%0.00 1 2 07/01/26 3.825%112,256.10 376,344.59 488,600.69 2 3 01/01/27 3.825%203,282.60 2 4 07/01/27 3.825%203,282.60 390,739.76 797,304.96 3 5 01/01/28 3.825%195,809.70 3 6 07/01/28 3.825%195,809.70 405,685.56 797,304.96 4 7 01/01/29 3.825%188,050.97 4 8 07/01/29 3.825%188,050.97 421,203.02 797,304.96 5 9 01/01/30 3.825%179,995.45 5 10 07/01/30 3.825%179,995.45 437,314.06 797,304.96 6 11 01/01/31 3.825%171,631.83 6 12 07/01/31 3.825%171,631.83 454,041.30 797,304.96 7 13 01/01/32 3.825%162,948.29 7 14 07/01/32 3.825%162,948.29 471,408.38 797,304.96 8 15 01/01/33 3.825%153,932.60 8 16 07/01/33 3.825%153,932.60 489,439.76 797,304.96 9 17 01/01/34 3.825%144,572.07 9 18 07/01/34 3.825%144,572.07 508,160.82 797,304.96 10 19 01/01/35 3.825%134,853.49 10 20 07/01/35 3.825%134,853.49 527,597.98 797,304.96 11 21 01/01/36 3.825%124,763.18 11 22 07/01/36 3.825%124,763.18 547,778.60 797,304.96 12 23 01/01/37 3.825%114,286.91 12 24 07/01/37 3.825%114,286.91 568,731.14 797,304.96 13 25 01/01/38 3.825%103,409.92 13 26 07/01/38 3.825%103,409.92 590,485.12 797,304.96 14 27 01/01/39 3.825%92,116.90 14 28 07/01/39 3.825%92,116.90 613,071.16 797,304.96 15 29 01/01/40 3.825%80,391.91 15 30 07/01/40 3.825%80,391.91 636,521.14 797,304.96 16 31 01/01/41 3.825%68,218.44 16 32 07/01/41 3.825%68,218.44 660,868.08 797,304.96 17 33 01/01/42 3.825%55,579.34 17 34 07/01/42 3.825%55,579.34 686,146.28 797,304.96 18 35 01/01/43 3.825%42,456.79 18 36 07/01/43 3.825%42,456.79 712,391.38 797,304.96 19 37 01/01/44 3.825%28,832.31 19 38 07/01/44 3.825%28,832.31 739,640.34 797,304.96 20 39 01/01/45 3.825%14,686.69 20 40 07/01/45 3.825%14,686.69 767,931.54 797,304.92 4,631,894.88 11,005,500.00 15,637,394.88 WIFA Loan Agreement Exhibit A -- Page 2 B-1 Exhibit B Technical Terms and Conditions Section 1 Budget Uses by Budget Item Amount Budgeted Planning………………………………………………………………... $0.00 Design & Engineering…………………………………………………. $0.00 Legal/Debt Authorization……………………………………………… $10,500.00 Financial Advisor……………………………………………………… $7,500.00 Land/System Acquisition……………………………………………… $0.00 Equipment/Materials…………………………………………………... $3,400,000.00 Construction/Installation/Improvement………………………………... $6,800,000.00 Inspection & Construction Management………………………………. $1,800,000.00 Project Officer…………………………………………………………. $0.00 Administration…………………………………………………………. $0.00 Staff Training………………………………………………………….. $0.00 Capitalized Interest…………………………………………………….. $0.00 Refinance Loan…………………………………………………….. $0.00 Other…………………………………………………………………… $0.00 Total Budget…………………………………………………………... $12,018,000.00 Section 2 Project Description The proposed project will support the construction of a booster station and seven miles of water transmission main, including a 4,000 AF/Yr. capacity booster station. These improvements are expected to deliver an additional 4,000 AF/Yr. of recovered CAP water, enhancing the overall water supply for Oro Valley. Section 3 Estimated Observation and Disbursement Schedule Observation Schedule B: Observation 1: Upon borrower notification of construction commencement Additional Observations: at least one site observation within each 12 month period B-2 Final Observation: 80% construction budget disbursement Additional Observations – A WIFA representative may perform additional observations based on information provided in the projects status reports included in each Local Borrower disbursement requisition form. Withholding Percentage: 10% (released after deliverables received) Section 4 Requirements Prior To Construction Section 4.1 Submittal of Construction Bids. The Local Borrower shall submit to the Authority for review and approval prior to execution: (a) engineering contracts related to the Project, (b) bid documents related to the Project, (c) construction contracts related to the Project, and (d) certification of positive effort for disadvantaged business enterprise participation. Section 4.2 User Charges. The Local Borrower has established (or, if the System is not yet in operation, the Local Borrower will, at or before the time the System commences operation, establish) a system of user charges which, with other funds lawfully available, will at all times be sufficient to pay the costs of operation and maintenance of the System, including renewals and replacements of the System. The Local Borrower also agrees that such system of user charges will be established and maintained in compliance with any applicable requirements of state and federal law as long as the Local Borrower owes amounts under this Loan Agreement. The Local Borrower at its sole option may pay the costs of operation, maintenance, repair, replacement, extensions and additions to the System from any funds lawfully available to it for such purpose. Section 4.3 Interest in Project Site. As a condition of the Loan, the Local Borrower will demonstrate to the satisfaction of the Authority that the Local Borrower has or will have a fee simple or such other estate or interest in the site of the Project, including necessary easements and rights-of-way, as the Authority finds sufficient to assure undisturbed use and possession for the purpose of construction and operation of the Project for the estimated life of the Project. Section 4.4 Federal Clean Water Act. The Local Borrower covenants that, to the extent legally applicable, the Project will meet the requirements of the Federal Clean Water Act in effect on the date of Loan Closing and any amendments thereto that may retroactively apply to the Loan, and the Local Borrower agrees that the Project will comply with applicable provisions of those federal laws and authorities listed in Article 9 of the Standard Terms and Conditions. B-3 Section 4.5 Federal Safe Drinking Water Act. The Local Borrower covenants that, to the extent legally applicable, the Project will meet the requirements of the Federal Safe Drinking Water Act in effect on the date of Loan Closing and any amendments thereto that may retroactively apply to the Loan, and the Local Borrower agrees that the Project will comply with applicable provisions of those federal laws and authorities listed in Article 9 of the Standard Terms and Conditions. Section 4.6 Project Publicity Signage. The Local Borrower shall erect a construction sign displaying information on the Project and the funding sources. The Authority shall provide specifications for such construction signs. Section 5 Requirements During Construction Section 5.1 Changes in Project Scope. The Local Borrower shall submit to the Authority, for review and approval prior to execution, any change to the plans and specifications, construction contracts, Eligible Project Costs, or any other change which will effect the performance standards or purpose of the Project. Section 5.2 Completion of Project and Provision of Moneys Therefor. The Local Borrower covenants and agrees (a) to exercise its best efforts in accordance with prudent utility construction practice to complete the Project and (b) to the extent permitted by law, to provide from its own fiscal resources all moneys, in excess of the total amount of loan proceeds it receives hereunder and under any subsequent loan from the Authority, required to complete the Project. Section 5.3 Inspections; Information. The Local Borrower shall permit the Authority and any party designated by the Authority to examine, visit and inspect, at any and all reasonable times, the property, if any, constituting the Project, and to inspect and make copies of any accounts, books and records, including (without limitation) its records regarding receipts, disbursements, contracts, investments and any other matters relating thereto and to its financial standing, and shall supply such reports and information as the Authority may reasonably require in connection therewith. Section 5.4 Adjustments for Ineligible Costs. The Local Borrower shall promptly reimburse the Authority for any portion of the Loan which is determined to have been used for costs that are not eligible for funding under the Authority Act, the Federal Clean Water Act, as amended, or the Federal Safe Drinking Water Act, as amended, unless such matter is curable in some other manner by the Local Borrower to the satisfaction of the Authority. Such reimbursement shall be promptly repaid to the Authority upon written request of the Authority. Any such reimbursed principal amount will be applied to reduce the outstanding principal amount of the Loan. Section 5.5 Archaeological Artifacts. In the event that archaeological artifacts or historical resources are discovered during construction excavation of the Project, the Local Borrower shall B-4 stop or cause to be stopped construction activities and will notify the State Historic Preservation Office and the Authority of such discovery. Section 6 Requirements Prior To Releasing Withholdings Section 6.1 Plan of Operation. After construction is 50% complete and prior to the release of the withholding, the Local Borrower will submit to the Authority a plan of operation which provides a concise, sequential description of an implementation schedule for those activities necessary to assure efficient and reliable start-up and continual operation of the Project. Section 6.2 Final Approval. Prior to the release of the withholding, the Local Borrower will submit to the Authority (a) as-built drawings by a professional engineer that document all changes from the original plans and specifications (b) copies of all testing results performed by or under the supervision of a professional engineer as required by the specifications, and (c) Arizona Department of Environmental Quality (ADEQ) approval of construction or an engineer's Certificate of Completion certifying that all construction was completed in accordance with the plans and specifications or that any changes made are in conformance with the Arizona Revised Statutes, ADEQ and Environmental Protection Agency rules, permits and guidelines and are documented in the as-built drawings. Based on a review of the information submitted, the Authority reserves the right, prior to the release of the withholding, to request modifications to the Project, the system, or the materials submitted pursuant to this section. C-1 Exhibit C Reporting Requirements Section 1. Annual Loan Review. The Authority’s Annual Loan Review Form and annual financial statements in a format approved by the Authority, including the report of any annual audit(s) and all audit reports required by governmental auditing standards and any applicable Arizona rules, shall be provided by the Local Borrower to the Authority within one-hundred and eighty (180) days after the end of each fiscal year of the Local Borrower. The Local Borrower shall complete all audits and submit all reports required by the federal Single Audit Act within the time limits under that federal law, currently within the earlier of 30 days after receipt of the auditor’s reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the federal agency that provided the funding or a different period is specified in a program-specific audit guide. Section 2. Records and Accounts. The Local Borrower shall keep accurate records and accounts for the System, including records and accounts for the Project (the “System Records”), separate and distinct from its other records and accounts (the “General Records”). The Local Borrower must maintain the System Records in accordance with generally accepted accounting principles (GAAP), including standards relating to the reporting of infrastructure assets, as issued by the Governmental Accounting Standards Board (GASB) or by the Financial Accounting Standards Board (FASB), as applicable to the Local Borrower. If required by law, the Local Borrower must have the System Records audited annually by an independent accountant, which audit may be part of the annual audit of the General Records of the Local Borrower. The Local Borrower must make all System Records and General Records available for inspection by the Authority at any reasonable time. Section 3. Notice of Change In Key Personnel. Promptly after becoming aware thereof, the Local Borrower shall provide notice in writing to the Authority of any change to the information in Section 1 of the Loan Agreement and any other change in key personnel connected to the Project and Loan. Section 4. Notice of Material Adverse Change. The Local Borrower shall promptly notify the Authority of any material adverse change in the activities, prospects or condition (financial or otherwise), of the Local Borrower relating to the System, or in the ability of the Local Borrower to make all Loan Repayments from the Source of Repayment described in this Loan Agreement and otherwise to observe and perform its duties, covenants, obligations and agreements hereunder. Section 5. Disadvantaged Business Enterprise (DBE) Program. The Local Borrower must report DBE participation to the Authority based on guidance from the Authority. Section 6. Notice of Default. Promptly after becoming aware thereof, Local Borrower shall give notice to the Authority of (i) the occurrence of any Event of Default under the Loan Agreement or (ii) the occurrence of any breach, default, Event of Default, or event which with the giving of notice or lapse of time, or both, could become a material breach, default, or Event of Default (a “Future Breach”) under any agreement, indenture, mortgage, or other instrument C-2 (other than the Loan Agreement) to which the Local Borrower is a party or by which it or any of its property is bound or affected. Local Borrower shall provide written notice to the Authority if the effect of such breach, default, Event of Default or Future Breach is to accelerate, or to permit the acceleration of, the maturity of any indebtedness under such agreement, indenture, mortgage, or other instrument; provided, however, that the failure of the Local Borrower to give such notice shall not affect the right and power of the Authority to exercise any and all of the remedies specified herein. Section 7. Notice of Construction Commencement. The Local Borrower shall promptly notify the Authority immediately upon commencement of construction activities. Section 8. Notice of Non-Environmental Litigation. Promptly after the commencement or overt threat thereof, Local Borrower shall provide the Authority with written notice of the commencement of all actions, suits, or proceedings before any court, arbitrator, or governmental department, commission, board, bureau, agency, or instrumentality affecting Local Borrower which, if adversely determined, could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or on the ability of Local Borrower to perform its obligations under the Loan Agreement. Section 9. Notice of Environmental Litigation. Without limiting the provisions of Section 8 above, promptly after receipt thereof, Local Borrower shall provide the Authority with written notice of the receipt of all pleadings, orders, complaints, indictments, or other communication alleging a condition that may require Local Borrower to undertake or to contribute to a cleanup or other response under laws relating to environmental protection, or which seek penalties, damages, injunctive relief, or criminal sanctions related to alleged violations of such laws, or which claim personal injury to any person or property damage as a result of environmental factors or conditions or which, if adversely determined, could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or on the ability of Local Borrower to perform its obligations under the Loan Agreement. Section 10. Regulatory and Other Notices. Promptly after receipt or submission thereof, Local Borrower shall provide the Authority with copies of any notices or other communications received from or directed to any governmental authority with respect to any matter or proceeding which could have a material adverse effect on the condition (financial or otherwise), operations, properties, or business of Local Borrower, or the ability of Local Borrower to perform its obligations under the Loan Agreement, or which reveals a substantial non compliance with any applicable law, regulation or rule. Section 11. Other Information. The Local Borrower shall submit to the Authority other information regarding the condition (financial or otherwise), or operation of the Local Borrower as the Authority may, from time to time, reasonably request. Section 12. Additional Reporting Requirements. The Local Borrower shall refer to the Loan Agreement Addendum for wage rate reporting requirements. D-1 Exhibit D Source of Repayment: System Revenues Section 1 Certain Definitions As used in this Loan Agreement, the following terms shall have the meanings set forth below unless the context clearly requires otherwise: “Additional Parity Obligations” shall mean any additional obligations having a lien payable from Net Revenues of the System on a parity with the Outstanding Parity Obligations and the Loan Agreement which may hereafter be issued by the Local Borrower (or any financing conduit acting on behalf of the Local Borrower) in compliance with the terms in Section 3. “Administrative Expenses” shall mean the reasonable cost or value of all services rendered by the Local Borrower and its various departments with respect to the System. “Fund” shall mean the fund or funds into which the Local Borrower shall deposit the Revenues of the System. “Net Revenues” shall mean that portion of the Revenues remaining after deducting sufficient funds for the Operation and Maintenance Expenses of the System; further, the term Net Revenues shall not include: (i) nonrecurring revenues, such as grants and gifts; (ii) interest received on any investments placed irrevocably in trust to pay, or provide for the payment of, Senior Obligations; and (iii) amounts received which the Local Borrower is now or at the time of receipt contractually required to pay out as reimbursement for construction or installation of water lines or other water facilities included, or to be included in the System. “Operation and Maintenance Expenses” shall mean any fees payable to the trustee and paying agent or registrar for the Senior Obligationsكand all costs reasonably incurred in connection with the operation, use and maintenance of the System, including (i) repairs necessary to keep the System in efficient and economical operating condition, (ii) the payments of premiums for insurance hereinafter required to be carried on the System, (iii) payments of reasonable Administrative Expenses and (iv) generally all expenses of the System except depreciation, interest expense related to the Loan Agreement, any Outstanding Parity Obligations, any Additional Parity Obligations, and interest expenses on any obligations subordinate to such obligations. “Outstanding Parity Obligations” shall mean obligations issued and outstanding having a lien payable from Net Revenues of the System on a parity with the Loan Agreement. “Revenues” shall mean and include all income, moneys and receipts to be received by the Local Borrower, directly or indirectly, from the ownership, use or operation of the System or any part thereof including any waste material or by-products of the System, and also including investment income. D-2 “Senior Obligations” shall mean any bond or obligation payable from Net Revenues which enjoy a prior and paramount claim on Net Revenues. Section 2 Source of Repayment and Rate Covenant Provisions 1. It is understood and agreed that all payments with respect to the Loan shall be made only from the Source of Repayment, which is hereby pledged to the payment of all amounts due under the Loan. The “Source of Repayment” is the Net Revenues of the System as hereinafter provided. The Net Revenues are hereby pledged by the Local Borrower to the payment of all amounts due under the Loan and the repayment of such amounts shall be secured by a lien on and pledge of the Net Revenues on parity with the pledge and lien granted by the Local Borrower for the payment and security of Outstanding Parity Obligations and Additional Parity Obligations. The amounts due under this Loan Agreement and any Outstanding Parity Obligations and Additional Parity Obligations, shall be equally and ratably secured by said pledge and lien without one having priority over the other. The Local Borrower intends that this pledge shall be a prior and paramount lien on and a first pledge of the Net Revenues, as will be sufficient to make all payments on the Loan, and the Local Borrower covenants to make the payments under the Loan from the Net Revenues, except to the extent that it chooses to make such payments from other legally available funds at its sole option. In no event shall the Local Borrower be required to make the payments on the Loan from any revenues, receipts or sources not derived from the Net Revenues of the System. 2. The Local Borrower covenants and agrees that it will establish and maintain schedules of rates, fees and charges for all services supplied by the System which, after making reasonable allowance for contingencies and errors in estimates, shall produce Revenues in each fiscal year that are sufficient, (a) to pay the Operation and Maintenance Expenses of the System, (b) to produce an aggregate amount of Net Revenues equal the sum of (i) one hundred twenty percent (120%) of the aggregate of the debt service or comparable payments payable on the Loan, the Outstanding Parity Obligations, and any Additional Parity Obligations in such fiscal year, and (ii) one hundred percent (100%) of the aggregate of the debt service on comparable payments, separately payable and secured on a basis subordinate to the Loan by Net Revenues, and (c) to maintain all necessary fund balances required under the resolutions or agreements of the Local Borrower authorizing the Loan, the Outstanding Parity Obligations, and Additional Parity Obligations. Section 3 Additional Parity Obligations The Local Borrower covenants and agrees that no other obligations of any kind will be issued that are payable from or enjoy a pledge of the Net Revenues having priority over the Loan. It is understood and agreed that Additional Parity Obligations having a lien upon and payable from the Net Revenues may be issued on parity with the Loan, but only as provided herein and only to provide funds to make improvements and expansions to the existing System, to purchase capacity rights in sewage treatment plant facilities owned by other political subdivisions of the State, to purchase capacity rights in water treatment plant facilities owned by other political D-3 subdivisions of the State, to acquire land, rights in land or water rights for the System, to provide reasonable reserves for Outstanding Parity Obligations and Additional Parity Obligations, to refund Outstanding Parity Obligations and Additional Parity Obligations or the Loan or to refund other bonds of the Local Borrower, if any, whether revenue bonds, general obligation bonds or other bonds or obligations, issued to provide funds to construct or acquire additions, extensions, improvements, expansions or replacements to the System, subject to the following conditions: (a) The Local Borrower will not, at the time of the issuance of such Additional Parity Obligations, be in default under any Outstanding Parity Obligations, Additional Parity Obligations, the Loan or under any resolution related thereto or providing for the issuance of Additional Parity Obligations or any related credit or reserve fund credit instrument; (b) The issuance of Additional Parity Obligations will be duly authorized at an election, if required by law, except as to any bonds or obligations to be issued exclusively for the purpose of refunding any Outstanding Parity Obligations and Additional Parity Obligations or the Loan; (c) The issuance of Additional Parity Obligations will be provided for by a resolution duly adopted by the Local Borrower’s governing body and such Additional Parity Obligations will mature and interest will be paid on the same days of the year as Outstanding Parity Obligations and Additional Parity Obligations; and (d) The Reserve Requirement (as defined in Exhibit E), as computed for the amount of Additional Parity Obligations to be issued, shall be available in the Reserve Fund (as defined in Exhibit E) in one of the following ways: (i) Additional Parity Obligation proceeds shall be immediately deposited to the Reserve Fund, or a separate account as may be required, in an amount equal to the increased Reserve Requirement, if any, for the Additional Parity Obligations, or a Reserve Fund surety acceptable to the Authority shall be purchased in such amount; or (ii) Additional Parity Obligations, or any other revenues of the Local Borrower lawfully available to be used for such deposit, may be deposited to the Reserve Fund in equal monthly deposits such that the Reserve Requirement for such Additional Parity Obligations shall be satisfied not more than four years from the date of delivery of such Additional Parity Obligations; or (iii) any combination of (i) and (ii). The Reserve Fund may be divided into separate and discrete subaccounts each pledged to different Additional Parity Obligations provided that each Additional Parity Obligation Reserve Requirement is satisfied in one of the foregoing manners; and (e) The aggregate amount of the Net Revenues of the System for the last full fiscal year immediately preceding the issuance of such Additional Parity Obligations, as shown in a certificate or report of an independent public accountant or firm of such accountants presented to the Authority, has been at least equal to the sum of the following: (i) not less than one hundred twenty percent (120%) of the highest year’s debt service or comparable payments on all of the Outstanding Parity Obligations, the Loan, and the Additional Parity Obligations then to be issued, and (ii) not less than one hundred percent (100%) of the aggregate of amounts payable in such fiscal year and secured on a subordinate basis by such Net Revenues and (iii) not less than one hundred percent (100%) of any additional amounts required to maintain or fund necessary D-4 fund balances under the resolutions or agreements of the Local Borrower relating to the obligations described in (i). For the purposes of subparagraph (e), additional amounts may be added to the Net Revenues as shown on the accountant’s certificate or report in the following circumstances: (1) If the Revenues have been increased as a result of construction of additions or acquisitions to the System made prior to the issuance of such Additional Parity Obligations but during either the fiscal year in which the Additional Parity Obligations are to be issued or in the preceding fiscal year, such increased Revenues may be treated as if such additions to the System were completed on the first day of the fiscal year used for purposes of computation. The Revenues derived from such additions and acquisitions to the System may be converted for purposes of computation to estimated Net Revenues which would have been derived therefrom if said additions and acquisitions had actually been completed on the first day of the year used for computation purposes, such estimates to be made by a professional firm experienced in estimating future revenues and expenses of water and sewer systems and having a recognized reputation for that work. (2) If all or part of the proceeds of the Additional Parity Obligations are to be expended for the acquisition of existing water properties or facilities, there may be added to the Net Revenues of such preceding fiscal year the Net Revenues which would have been derived from the operation of such properties or facilities if such properties or facilities had been acquired and operated by the Local Borrower under the Local Borrower’s applicable rate schedule during the entire preceding fiscal year, such Net Revenues to be estimated by a professional firm experienced in estimating future revenues and expenses of water and sewer systems and having a recognized reputation for that work. (3) If prior to the issuance of the Additional Parity Obligations and subsequent to the first day of such preceding fiscal year, the Local Borrower shall have increased its rates or charges imposed for water services, there may be added to the Net Revenues of such fiscal year the additional Net Revenues which would have been received from the operation of the System during such fiscal year had such increase been in effect throughout such fiscal year, such additional Net Revenues to be estimated by a professional firm experienced in estimating future revenues and expenses of water and sewer systems and having a recognized reputation for that work. For purposes of calculations under this subparagraph (e), if Additional Parity Obligations are to be issued exclusively for the purpose of refunding or retiring a portion of Outstanding Parity Obligations or this Loan, the percentage requirement on such obligations will be taken into consideration only in any future fiscal year in which any fractional part of such obligations will remain outstanding after the issuance of such Additional Parity Obligations; provided that nothing herein contained shall be construed to limit or restrict the issuance of any Additional Parity Obligations if, before or as a result of the issuance and delivery of such Additional Parity Obligations, any other obligations theretofore issued will no longer be outstanding, or full payment for any such obligations will be provided for by funds from the bond or obligation proceeds. D-5 E-1 Exhibit E Debt Service Reserve Requirement No Debt Service Reserve Required The Local Borrower shall not be required to either (i) provide a Reserve Fund Surety or (ii) fund a Reserve Fund in cash in connection with this Agreement. F-1 Exhibit F Replacement Reserve Requirements No Replacement Reserve Required The Local Borrower shall not be required to maintain a Replacement Reserve in connection with the Loan. G-1 Exhibit G Opinion of Local Borrower Counsel To Be Provided by Local Borrower's Counsel Exhibit H Form of Tax Compliance Certificate of Local Borrower Water Infrastructure Finance Authority of Arizona $ 12,018,000.00 Loan to Town of Oro Valley The Water Infrastructure Finance Authority of Arizona (the “Authority”) and Town of Oro Valley (the “Local Borrower”) are entering into a Loan Agreement (the “Loan Agreement”) in the maximum principal amount stated above pursuant to which the Authority will make a loan (the “Loan”) to the Local Borrower. In connection with its state revolving fund programs, the Authority issues its bonds (“Authority Bonds”) from time to time to finance loans and the Authority also pledges certain loans to secure and to serve as the source of payment for the Authority Bonds. As a result, and under the provisions of federal tax law applicable to the Authority Bonds, it is in the Authority’s interest for the Loan to qualify and be a Tax-Exempt Obligation that is not an AMT Obligation. Therefore, in order to establish certain facts necessary for the Loan to qualify and be treated as a Tax-Exempt Obligation that is not an AMT Obligation, and as required by the provisions of the Loan Agreement, the Local Borrower by its officer signing this Certificate, certifies, represents, and covenants as follows with respect to the Loan. All statements in this Certificate are of facts or, as to events to occur in the future, reasonable expectations. I. DEFINITIONS 1.10. Attachment A. The definitions and cross-references set forth in Attachment A apply to this Certificate and its Attachments. All terms relating to a particular issue, such as Sale Proceeds, relate to the Loan, unless indicated otherwise. (For example, “Sale Proceeds” refers to Sale Proceeds of the Loan, unless indicated otherwise.) 1.20. Special Definitions. Terms used herein, to the extent not defined in Attachment A or below, have the same meaning as defined in the Loan Agreement. In addition, the following definitions apply to this Certificate and its Attachments: “Instructions” means the Rebate Instructions attached hereto as Attachment A-1. “Issue” means the Loan. “Issuer” means the Local Borrower. “Project” means the financing of a portion of the costs of acquisition, construction and improvement of facilities to be financed by the Loan and includes Issuance Costs and interest on the Loan for up to three years from the Issuance Date or, if later, one year after the date the Project is placed in service, all of which are governmental purposes for purposes of the Code. “Reserve Fund” is defined in 3.40(a). 2 1.30. References. Reference to a Section means a section of the Code. Reference by number only (for example, “2.10”) means that numbered paragraph of this Certificate. Reference to an Attachment means an attachment to this Certificate. II. ISSUE DATA 2.10. Issuer. The Issuer is a Governmental Unit. 2.20. Purpose of Issue. The Issue is being issued to provide funds to pay costs of the Project. 2.30. Dates. The Sale Date of the Issue is the date on which the Loan Agreement is executed and delivered by the Authority and the Local Borrower, and the Issuance Date of the Issue is the first date on which the aggregate draws under the Loan exceed the lesser of $50,000 or 5% of the principal amount of the Loan. 2.40. Issue Price. The Issue Price of the Issue is the principal amount actually advanced by the Authority to the Issuer as the Loan. 2.50. Sale Proceeds, Net Proceeds, and Net Sale Proceeds. The amount of Sale Proceeds equals the Issue Price. The amount of Net Proceeds equals the Issue Price minus the amount of Proceeds (if any) deposited in the Reserve Fund (if any). The amount of Net Sale Proceeds equals the amount of Net Proceeds minus the Minor Portion. 2.60. Disposition of Sale Proceeds. There will be no Pre-Issuance Accrued Interest with respect to the Issue. The Sale Proceeds will be used to pay costs of the Project and, if applicable, to fund the Reserve Fund (if any). 2.70. Higher Yielding Investments. Gross Proceeds will not be invested in Higher Yielding Investments except for (A) the Minor Portion to the extent provided in 3.80, (B) those Gross Proceeds identified in 3.10, 3.20, and 3.30, but only during the applicable Temporary Periods there described for those Gross Proceeds, and (C) Gross Proceeds held in the Reserve Fund (if any) to the extent set forth in 3.40(a). 2.80. Single Issue. No other obligations have been or will be sold less than 15 days before or after the Sale Date pursuant to the same plan of financing with the Issue that are expected to be paid from substantially the same source of funds as the Issue, determined without regard to guarantees from a person who is not a Related Party to the Issuer. Accordingly, no obligations other than those of the Issue are a part of a single issue with the Issue. III. ARBITRAGE (NONREBATE) MATTERS 3.10. Use of Net Sale Proceeds and Pre-Issuance Accrued Interest; Temporary Periods. (A) Pre-Issuance Accrued Interest. There will be no Pre-Issuance Accrued Interest with respect to the Issue. (B) Payment of Costs of the Project. 3 (1) All of the Net Sale Proceeds will be used to pay costs of the Project. Such Sale Proceeds may be used to acquire or hold Higher Yielding Investments for a period ending on the third anniversary of the Issuance Date (such period being the Temporary Period for such amount) because the following three tests are reasonably expected to be satisfied: (i) At least 85% of the Net Sale Proceeds will be allocated to expenditures on the Project by the end of the Temporary Period; (ii) Within 6 months of the Issuance Date, the Issuer will incur substantial binding obligations to third parties to expend at least 5% of the Net Sale Proceeds on the Project; and (iii) Completion of the Project and allocation of the Net Sale Proceeds to expenditures will proceed with due diligence. Any Sale Proceeds that remain unspent on the third anniversary of the Issuance Date, which is the expiration date of the Temporary Period for such Proceeds, shall not be invested in Higher Yielding Investments with respect to the Issue after that date except as part of the Minor Portion. In complying with the foregoing sentence, the Issuer may take into account “yield reduction payments” (within the meaning of Regulations §1.148-5(c)) paid to the United States. (2) Any Reimbursement Allocation will qualify as a Reimbursement of Prior Capital Expenditures and will be made by an entry in the financial records of the Issuer kept with respect to the Issue showing that Sale Proceeds of the Issue have been returned to the fund or account of the Issuer from which such amount was originally and temporarily advanced to finance Capital Expenditures paid before this date by not more than (A) 18 months after the later of the date such Capital Expenditures were paid or the date on which the property resulting from such Capital Expenditures and comprising part of the Project was placed in service or (B) three years after the original expenditures were paid. 3.20. Investment Proceeds. Any Investment Proceeds will be used to pay costs of the Project and may be invested in Higher Yielding Investments during the Temporary Period identified in 3.10(B)(1) or, if longer, one year from the date of receipt, such period being the Temporary Period for such Proceeds. 3.30. Payment Fund. Amounts deposited from time to time in the fund of the Issuer from which payments will be made on the Issue, which is a Bona Fide Debt Service Fund, will be used to pay Debt Service on the Issue within 13 months after the amounts are so deposited, such period being the Temporary Period for such amounts. 3.40. Reserve Funds. (A) Debt Service Reserve Fund. If (and only if) the Loan Agreement requires the funding of a debt service reserve fund (“Reserve Fund”) in cash: The amount of Proceeds of the Loan deposited in the Reserve Fund shall not exceed 4 10% of the stated principal amount of the Loan. Amounts in the portion of the Reserve Fund allocable to the Issue may be invested in Higher Yielding Investments with respect to the Issue to the extent that such amounts do not exceed the least of (i) 10% of the principal amount of the Issue; (ii) maximum annual Debt Service; and (iii) 125% of average annual Debt Service. Any amounts in the portion of the Reserve Fund allocable to the Issue in excess of the least of these amounts will not be invested in Higher Yielding Investments with respect to the Issue. In complying with the yield restriction set forth in this Section, the Issuer may take into account “yield reduction payments” (within the meaning of Regulations § 1.148-5(c)) timely paid or to be timely paid to the United States because amounts in the Reserve Fund (other than investment earnings) are not reasonably expected to be used to pay Debt Service other than in connection with reductions in the amount required to be in the Reserve Account. The establishing and funding of the Reserve Fund was reasonably required by the Authority as a condition of making the Loan. (B) Replacement Reserve Fund. If (and only if) the Loan Agreement requires the funding of a replacement reserve fund (“Replacement Reserve Fund”) in cash: The Replacement Reserve Fund may be used for one or more of the following purposes: (i) the acquisition of new, or the replacement of obsolete or worn out, machinery, equipment, furniture, fixtures or other personal property for the Issuer’s utility system, provided that the property is depreciable; (ii) the performance of repairs with respect to the Issuer’s utility system that are of an extraordinary and non-recurring nature, provided that the property is depreciable; (iii) the acquisition or construction of additions to or improvements, extensions or enlargements to, or remodeling of, the Issuer’s utility system, provided that the property is depreciable; and/or (iv) to make Debt Service payments to the Authority on the Issue (collectively, the “Permitted Uses”). The Issuer reasonably expects to use amounts in the Replacement Reserve Fund for Permitted Uses other than to make Debt Service payments to the Authority on the Issue, and therefore there is no reasonable assurance of the availability of those amounts to make Debt Service payments to the Authority on the Issue if the Issuer encounters financial difficulties 3.50. No Other Replacement Fund or Assured Available Funds. Except as described in 3.30 and, if and to the extent applicable, 3.40(A), , the Issuer has not established and does not expect to establish or use any sinking fund, debt service fund, redemption fund, reserve or replacement fund, or similar fund, or any other fund to pay Debt Service on the Issue. Except for money referred to in 3.30 and Proceeds of a Refunding Issue, if any, no other money or Investment Property is or will be pledged as collateral or used for the payment of Debt Service on the Issue (or for the reimbursement of any others who may provide money to pay that Debt Service), or is or will be restricted, dedicated, encumbered, or set aside in any way as to afford the holders of the Issue reasonable assurance of the availability of such money or Investment Property to pay Debt Service on the Issue. 3.60. No Overissuance. The Proceeds of the Issue are not reasonably expected to exceed the amount needed for the governmental purposes of the Issue as set forth in 2.20. 5 3.70. Other Uses of Proceeds Negated. Except as stated otherwise in this Certificate, none of the Proceeds of the Issue will be used: (A) to pay principal of or interest on, refund, renew, roll over, retire, or replace any other obligations issued by or on behalf of the Issuer or any other Governmental Unit, (B) to replace any Proceeds of another issue that were not expended on the project for which such other issue was issued, (C) to replace any money that was or will be used directly or indirectly to acquire Higher Yielding Investments, (D) to make a loan to any person or other Governmental Unit, (E) to pay any Working Capital Expenditure other than expenditures identified in Regulations §1.148-6(d)(3)(ii)(A) and (B) (i.e., Issuance Costs of the Issue, Qualified Administrative Costs, reasonable charges for a Qualified Guarantee or for a Qualified Hedge, interest on the Issue for a period commencing on the Issuance Date of the Issue and ending on the date that is the later of three years from such Issuance Date or one year after the date on which the project financed or refinanced by the Issue was or will be placed in service, payments of the Rebate Amount, and costs, other than those already described, that do not exceed 5% of the Sale Proceeds and that are directly related to Capital Expenditures financed or deemed financed by the Issue, principal or interest on an issue paid from unexpected excess Sale Proceeds or Investment Proceeds, and principal or interest on an issue paid from investment earnings on a reserve or replacement fund that are deposited in a Bona Fide Debt Service Fund), or (F) to reimburse any expenditures made prior to the Issuance Date except those that qualify as a Reimbursement of Prior Capital Expenditures. No portion of the Issue is being issued solely for the purpose of investing Proceeds in Higher Yielding Investments. 3.80. Minor Portion. The Minor Portion is equal to the lesser of 5% of the Sale Proceeds of the Issue and $100,000. Such Minor Portion may be invested in Higher Yielding Investments with respect to the Issue. 3.90. No Other Replacement Proceeds. That portion of the Issue that is to be used to finance Capital Expenditures has a weighted average maturity that does not exceed 120% of the weighted average reasonably expected economic life of the property resulting from such Capital Expenditures. IV. REBATE MATTERS 4.10. Issuer Obligation Regarding Rebate. Consistently with its covenants contained in the Loan Agreement, the Issuer will calculate and make, or cause to be calculated and made, 6 payments of the Rebate Amount in the amounts and at the times and in the manner provided in Section 148(f) with respect to Gross Proceeds to the extent not exempted under Section 148(f)(4) and the Instructions. 4.20. No Avoidance of Rebate Amount. No amounts that are required to be paid to the United States will be used to make any payment to a party other than the United States through a transaction or a series of transactions that reduces the amount earned on any Investment Property or that results in a smaller profit or a larger loss on any Investment Property than would have resulted in an arm’s length transaction in which the Yield on the Issue was not relevant to either party to the transaction. 4.30. Exceptions. (A) Small Issuer Exception. The Issue is exempt under Section 148(f)(4)(D) from the rebate requirement if all of the following requirements are satisfied: (1) The Issuer is a Governmental Unit with general taxing powers within the meaning of Section 148(f)(4)(D), and (2) No part of the Issue is a Private Activity Bond, and (3) All of the Net Proceeds will be used for “local governmental activities” of the Issuer within the meaning of Section 148(f)(4)(D) and none of the Net Proceeds will be used for any Private Business Use, and (4) The aggregate principal amount of all Tax-Exempt Obligations, including the Issue, issued or to be issued by the Issuer, its subordinate entities and entities that issue any such obligations on behalf of the Issuer, or on behalf of which the Issuer issues any such obligations, during the current calendar year does not, and is not reasonably expected to, exceed $5,000,000. The Tax-Exempt Obligations taken into account for this purpose exclude any Private Activity Bonds and any Current Refunding Portion and Current Refunding Issue to the extent that the amount of such Current Refunding Portion or Current Refunding Issue does not exceed the outstanding amount of the obligations refunded by such Current Refunding Portion or Current Refunding Issue. No entity has been or will be formed or availed of to avoid the purposes of Section 148(f)(4)(D)(i)(IV). If, but only if, all of the above requirements are satisfied, check here: [____] and sign here: ___________________________________ (B) General Exception. Notwithstanding the foregoing, the computations and payments of amounts to the United States referred to in IV need not be made to the extent that the Issuer will not thereby fail to comply with any requirements of Section 148(f) and the Instructions based on an opinion of bond counsel. 7 4.40. Election. The Issue is a Construction Issue. The Issuer hereby elects to apply the 2-year spending exception to the rebate requirements on the basis of actual facts instead of the Issuer’s reasonable expectations. V. OTHER TAX MATTERS 5.10. Not Private Activity Bonds or Pool Bonds. No obligation of the Issue will be a Private Activity Bond or a pooled financing bond (within the meaning of Section 149(f)), based on the following: (A) Not more than 5% of the Proceeds, if any, directly or indirectly, will be used for a Private Business Use and not more than 5%, if any, of the Debt Service on the Issue, directly or indirectly, will be secured by any interest in property used or to be used for a Private Business Use or payments in respect of such property, or will be derived from payments (whether or not to the Issuer) in respect of property, or borrowed money, used or to be used for a Private Business Use. (B) Less than 5% of the Proceeds, if any, will be used to make or finance loans to any Private Person or Governmental Unit other than the Issuer. (C) The lesser of the Proceeds that are being or will be used for any Private Business Use or the Proceeds with respect to which there are payments or (borrowed money) that are being or will be used for any Private Business Use does not exceed $15,000,000 and none of the Proceeds will be used with respect to an “output facility” (other than a facility for the furnishing of water) within the meaning of Section 141(b)(4). (D) The Issuer does not expect to sell or otherwise dispose of the Project or any portion thereof during the term of the Issue except for dispositions of property in the normal course at the end of such property’s useful life to the Issuer. With respect to tangible personal property, if any, that is part of the Project, the Issuer reasonably expects that: (1) Dispositions of such tangible personal property, if any, will be in the ordinary course of an established governmental program; (2) The weighted average maturity of the obligations of the Issue financing such property (treating the obligations of the Issue properly allocable to such personal property as a separate issue for this purpose) will not be greater than 120% of the reasonably expected actual use of such property for governmental purposes; (3) The fair market value of such property on the date of disposition will not be greater than 25% of its cost; (4) The property will no longer be suitable for its governmental purposes on the date of disposition; and 8 (5) The amounts received from any disposition of such property are required to be, and will be, commingled with substantial tax or other governmental revenues and will be spent on governmental programs within 6 months from the date of such deposit and commingling. 5.20. Issue Not Federally Guaranteed. The Issue is not Federally Guaranteed. 5.30. Not Hedge Bonds. At least 85% of the Spendable Proceeds will be used to carry out the governmental purposes of the Issue within three years from the Issuance Date. Not more than 50%, if any, of the Proceeds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for four years or more (including but not limited to any investment contract or fixed yield investment having a maturity of four years or more). The reasonable expectations stated above are not based on and do not take into account (A) any expectations or assumptions as to the occurrence of changes in market interest rates or changes of federal tax law or regulations or rulings thereunder or (B) any prepayments of items other than items that are customarily prepaid. 5.40. Hedge Contracts. The Issuer has not entered into, and does not reasonably expect to enter into, any Hedge with respect to the Issue, or any portion thereof. The Issuer acknowledges that entering into a Hedge with respect to the Issue, or any portion thereof, may change the Yield and that Bond Counsel should be contacted prior to entering into any Hedge with respect to the Issue in order to determine whether payments/receipts pursuant to the Hedge will be taken into account in computing the Yield. 5.50. Internal Revenue Service Information Return. Within the time and on the form prescribed by the Internal Revenue Service under Section 149(e), the Issuer will file with the Internal Revenue Service an Information Return setting forth the required information relating to the Issue. The information reported on that Information Return will be true, correct, and complete to the best of the knowledge and belief of the undersigned. 5.60. Responsibility of Officer. (A) The officer signing this Certificate is one of the officers of the Issuer responsible for issuing the Issue. (B) To the best of the knowledge, information, and belief of the undersigned, all expectations stated in this Certificate are the expectations of the Issuer and are reasonable, all facts stated are true, and there are no other existing facts, estimates, or circumstances that would or could materially change the statements made in this Certificate. The certifications and representations made in this Certificate are intended to be relied upon as certifications described in Regulations § 1.148-2(b). The Issuer acknowledges that any change in the facts or expectations from those set forth in this Certificate may result in different requirements or a change in status of the Issue or interest thereon under the Code, and that bond counsel should be contacted if such changes are to occur or have occurred. 9 Town of Oro Valley By: Name: Title: 10 List of Attachments Attachment A -- Definitions for Tax Compliance Certificate Attachment A-1 -- Rebate Instructions A-1 Attachment A Definitions for Tax Compliance Certificate of Local Borrower The following terms, as used in Attachment A and in the Tax Compliance Certificate to which it is attached and in the other Attachments to the Tax Compliance Certificate, have the following meanings unless therein otherwise defined or unless a different meaning is indicated by the context in which the term is used. Capitalized terms used within these definitions that are not defined in Attachment A have the meanings ascribed to them in the Tax Compliance Certificate to which this Attachment A is attached. The word “Issue,” in lower case, refers either to the Issue or to another issue of obligations or portion thereof treated as a separate issue for the applicable purposes of Section 148, as the context requires. The word “obligation” or “obligations,” in lower case, includes any obligation, whether in the form of bonds, notes, certificates, or any other obligation that is a “bond” within the meaning of Section 150(a)(1). All capitalized terms used in this Certificate include either the singular or the plural. All terms used in this Attachment A or in the Tax Compliance Certificate to which this Attachment A is attached, including terms specifically defined, shall be interpreted in a manner consistent with Sections 103 and 141-150 and the applicable Regulations thereunder except as otherwise specified. All references to Section, unless otherwise noted, refer to the Code. “Advance Refunding Issue” means any Refunding Issue that is not a Current Refunding Issue. “Advance Refunding Portion” means that portion of a Multipurpose Issue that constitutes a separate governmental purpose and that would be treated as an Advance Refunding Issue if it had been issued as a separate issue. “AMT Obligation” means a Tax-Exempt Obligation the interest on which is an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code. “Available Construction Proceeds” means an amount equal to (a) the sum of (i) the Issue Price of an issue, (ii) Investment Proceeds on that Issue Price, (iii) earnings on any reasonably required reserve or replacement fund allocable to the issue not funded from the Issue Price, and (iv) Investment Proceeds and earnings on (ii) and (iii), (b) reduced by the portions, if any, of the Issue Price of the issue (i) attributable to Pre-Issuance Accrued Interest and earnings thereon, (ii) allocable to the underwriter’s discount, (iii) used to pay other Issuance Costs of the issue, and (iv) deposited in a reasonably required reserve or replacement fund allocable to the issue. “Available Construction Proceeds” does not include Investment Proceeds or earnings on a reasonably required reserve or replacement fund allocable to the issue for any period after the earlier of (a) the close of the 2-year period that begins on the Issuance Date or (b) the date the construction of the project financed by the issue is substantially completed, provided, however, that such Investment Proceeds or earnings shall be excluded from “Available Construction Proceeds” if the Issuer has timely elected such exclusion. If an issue is a Multipurpose Issue that includes a New Money Portion that is a Construction Issue, this definition shall be applied by substituting “New Money Portion” for “issue” each place the latter term appears. If an issue or the New Money Portion of a Multipurpose Issue, as applicable, is A-2 not a Construction Issue, and the Issuer makes the bifurcation election under Regulations §1.148-7(j)(1) and Section 148(f)(4)(C)(v) to treat the issue or the New Money Portion as two separate issues consisting of the Construction Portion and the Nonconstruction Portion, this definition shall be applied by substituting “Construction Portion” for “issue” each place the latter term appears. “Bona Fide Debt Service Fund” means a fund, including a portion of or an account in that fund (or in the case of a fund established for two or more issues, the portion of that fund properly allocable to an issue), or a combination of such funds, accounts or portions that is used primarily to achieve a proper matching of revenues with Debt Service on an issue within each Bond Year and that is depleted at least once each year except for a reasonable carryover amount not to exceed the greater of the earnings thereon for the immediately preceding Bond Year or one-twelfth of the annual Debt Service on the issue for the immediately preceding Bond Year. “Bond Year” means the annual period relevant to the application of Section 148(f) to an issue, except that the first and last Bond Years may be less than 12 months long. The last day of a Bond Year shall be the close of business on the day preceding the anniversary of the Issuance Date of an issue unless the Issuer selects another date on which to end a Bond Year in the manner permitted by the Code. “Capital Expenditures” means costs of a type that are properly chargeable to a capital account (or would be so chargeable with a proper election or with the application of the definition of Placed in Service) under general federal income tax principles. “Code” means the Internal Revenue Code of 1986, the Regulations (whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a Section includes any applicable successor section or provision and such applicable Regulations, rulings, announcements, notices, procedures and determinations pertinent to that Section. “Commingled Fund” means any fund or account of the Issuer that contains both Gross Proceeds of an issue and amounts in excess of $25,000 that are not Gross Proceeds of the issue if the amounts in the fund or account are invested and accounted for collectively, without regard to the source of funds deposited in the fund or account. “Commingled Investment Proceeds” means Investment Proceeds of an issue (other than Investment Proceeds held in a Refunding Escrow) that are deposited in a Commingled Fund with substantial tax or other revenues from governmental operations of the Issuer and that are reasonably expected to be spent for governmental purposes within 6 months from the date of deposit in the Commingled Fund, using any reasonable accounting assumptions. “Conduit Borrower” means the obligor on a purpose investment. A-3 “Conduit Financing Issue” means an issue the Proceeds of which are reasonably expected to be used to finance one or more Conduit Loans. “Conduit Loan” means a purpose investment acquired by the Issuer with Proceeds of a Conduit Financing Issue, thereby effecting a loan to the Conduit Borrower. “Construction Expenditures” means Capital Expenditures allocable to the cost of real property (including the construction or making of improvements to real property, but excluding acquisitions of interests in land or other existing real property) or constructed personal property within the meaning of Regulations §1.148-7(g). “Construction Issue” means an issue at least 75% of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property that is, or upon completion will be, owned by a Governmental Unit or a 501(c)(3) Organization. If an issue is a Multipurpose Issue that includes a New Money Portion, this definition shall be applied by substituting “New Money Portion” for “Construction Issue” each place the latter term appears. If an election under Section 148(f)(4)(C)(v) and Regulations §1.148-7(j) is made to bifurcate an issue or the New Money Portion of a Multipurpose Issue, this definition shall be applied by substituting “Construction Portion” for “Construction Issue” each place the latter term appears. “Construction Portion” means that portion of an issue or the New Money Portion of a Multipurpose Issue at least 75% of the Available Construction Proceeds of which are to be used for Construction Expenditures with respect to property that is, or upon completion will be, owned by a Governmental Unit or a 501(c)(3) Organization and that finances 100% of the Construction Expenditures. “Controlled Group” means a group of entities controlled directly or indirectly by the same entity or group of entities within the meaning of Regulations §1.150-1(e). “Current Refunding Issue” means a Refunding Issue that is issued not more than 90 days before the last expenditure of any Proceeds of the Refunding Issue for the payment of Debt Service on the Refunded Bonds. “Current Refunding Portion” means that portion of a Multipurpose Issue that constitutes a separate governmental purpose and that would be treated as a Current Refunding Issue if it had been issued as a separate issue. “Debt Service” means principal of and interest and any redemption premium on an issue. “Excess Gross Proceeds” means all Gross Proceeds of an Advance Refunding Issue that exceed an amount equal to 1% of the Sale Proceeds of such Advance Refunding Issue, other than Gross Proceeds allocable to: (a) payment of Debt Service on the Refunded Bonds; (b) payment of Pre-Issuance Accrued Interest on the Advance Refunding Issue and interest on the Advance Refunding Issue that accrues for a period up to the completion date of any capital project financed by the Prior Issue, plus one year; (c) a reasonably required reserve or replacement fund for the A-4 Advance Refunding Issue or Investment Proceeds of such fund; (d) payment of Issuance Costs of the Advance Refunding Issue; (e) payment of administrative costs allocable to repaying the Refunded Bonds, carrying and repaying the Advance Refunding Issue, or investments of the Advance Refunding Issue; (f) Transferred Proceeds allocable to expenditures for the governmental purpose of the Prior Issue (treating for this purpose all unspent Proceeds of the Prior Issue properly allocable to the Refunded Bonds as of the Issuance Date of the Advance Refunding Issue as Transferred Proceeds); (g) interest on purpose investments; (h) Replacement Proceeds in a sinking fund for the Advance Refunding Issue; and (i) fees for a Qualified Guarantee for the Advance Refunding Issue or the Prior Issue. If an Issue is a Multipurpose Issue that includes an Advance Refunding Portion, this definition shall be applied by substituting “Advance Refunding Portion” for “Advance Refunding Issue” each place the latter term appears. “Federally Guaranteed” means that (a) the payment of Debt Service on an issue, or the payment of principal or interest with respect to any loans made from the Proceeds of the issue, is directly or indirectly guaranteed in whole or in part by the United States or by an agency or instrumentality of the United States, within the meaning of Section 149(b) of the Code, or (b) more than 5% of the Proceeds of an issue will be invested directly or indirectly in federally insured deposits or accounts. The preceding sentence does not apply to (a) Proceeds invested during an initial Temporary Period until such Proceeds are needed to pay costs of the project, (b) investments of a Bona Fide Debt Service Fund, (c) direct purchases from the United States of obligations issued by the United States Treasury, or (d) other investments permitted by Section 149(b) or Regulations §1.149(b)-1(b). “501(c)(3) Organization” means an organization described in Section 501(c)(3) and exempt from tax under Section 501(a). “Fixed Yield Issue” means an issue of obligations the Yield on which is fixed and determinable on the Issuance Date. “Governmental Unit” means a state, territory or possession of the United States, the District of Columbia, or any political subdivision thereof referred to as a “State or local governmental unit” in Regulations §1.103-1(a). “Governmental Unit” does not include the United States or any agency or instrumentality of the United States. “Gross Proceeds” means Proceeds and Replacement Proceeds of an issue. “Hedge” means a contract entered into by the Issuer or the Conduit Borrower primarily to modify the Issuer’s or the Conduit Borrower’s risk of interest rate changes with respect to an obligation (e.g., an interest rate swap, an interest rate cap, a futures contract, a forward contract or an option). “Higher Yielding Investments” means any Investment Property that produces a Yield that (a) in the case of Investment Property allocable to Replacement Proceeds of an issue and Investment Property in a Refunding Escrow, is more than one thousandth of one percentage point (.00001) higher than the Yield on the applicable issue, and (b) for all other purposes is more than one-eighth of one percentage point (.00125) higher than the Yield on the issue. A-5 “Investment Proceeds” means any amounts actually or constructively received from investing Proceeds of an issue in Investment Property. “Investment Property” means investment property within the meaning of Sections 148(b)(2) and 148(b)(3), including any security (within the meaning of Section 165(g)(2)(A) or (B)), any obligation, any annuity contract and any other investment-type property (including certain residential rental property for family units as described in Section 148(b)(2)(E) in the case of any bond other than a Private Activity Bond). Investment Property includes a Tax-Exempt Obligation that is a “specified private activity bond” as defined in Section 57(a)(5)(C), but does not include other Tax-Exempt Obligations. “Issuance Costs” means costs to the extent incurred in connection with, and allocable to, the issuance of an issue, and includes underwriter’s compensation withheld from the Issue Price, counsel fees, financial advisory fees, rating agency fees, trustee fees, paying agent fees, bond registrar, certification and authentication fees, accounting fees, printing costs for bonds and offering documents, public approval process costs, engineering and feasibility study costs, guarantee fees other than for a Qualified Guarantee and similar costs, but does not include fees charged by the Issuer. “Issuance Date” means the date of physical delivery of an issue by the Issuer in exchange for the purchase price of the issue. “Issue Price” means in the circumstances applicable to an issue: (1) Public Offering. In the case of obligations actually offered to the general public in a bona fide public offering at the initial offering price for each maturity set forth in the certificate of the underwriter or placement agent attached to the Tax Compliance Certificate of the Issuer, the aggregate of the initial offering price for each maturity (including any Pre-Issuance Accrued Interest and original issue premium, but excluding any original issue discount), which price is not more than the fair market value thereof as of the Sale Date, and at which initial offering price not less than 10% of the principal amount of each maturity, as of the Sale Date, was sold or reasonably expected to be sold (other than to bond houses, brokers or other intermediaries). In the case of publicly offered obligations that are not described in the preceding sentence, Issue Price means the aggregate of the initial offering price to the public of each maturity set forth in the certificate of the underwriter or placement agent attached to the Tax Compliance Certificate of the Issuer, which price is not more than the fair market value thereof as of the Sale Date, and at which initial offering price not less than 10% of the principal amount of each maturity was sold to the public. (2) Private Placement. In the case of obligations sold by private placement, the aggregate of the prices (including any Pre-Issuance Accrued Interest and original issue premium, but excluding any original issue discount) paid to the A-6 Issuer by the first purchaser(s) (other than bond houses, brokers or other intermediaries). “Minor Portion” means an amount equal to the lesser of $100,000 or 5% of the Sale Proceeds of an issue. “Multipurpose Issue” means an issue the bonds of which are allocable to two or more separate governmental purposes within the meaning of Regulations §1.148-9(h). “Net Proceeds” means the Sale Proceeds of an issue less the portion thereof, if any, deposited in a reasonably required reserve or replacement fund for the issue. “Net Sale Proceeds” means the Sale Proceeds of an issue less the portion thereof, if any, deposited in a reasonably required reserve or replacement fund for the issue and the portion invested as a part of a Minor Portion for the issue. “New Money Issue” means an issue that is not a Refunding Issue. “New Money Portion” means that portion of a Multipurpose Issue other than the Refunding Portion. “Nonpurpose Investments” means any Investment Property that is acquired with Gross Proceeds as an investment and not in carrying out any governmental purpose of an issue. “Nonpurpose Investments” does not include any investment that is not regarded as “investment property” or a “nonpurpose investment” for the particular purposes of Section 148 (such as certain investments in U.S. Treasury obligations in the State and Local Government Series and certain temporary investments), but does include any other investment that is a “nonpurpose investment” within the applicable meaning of Section 148. “Placed in Service” means the date on which, based on all the facts and circumstances, a facility has reached a degree of completion that would permit its operation at substantially its design level and the facility is, in fact, in operation at such level. “Pre-Issuance Accrued Interest” means interest on an obligation that accrued for a period not greater than one year before its Issuance Date and that will be paid within one year after such Issuance Date. “Preliminary Expenditures” means any Capital Expenditures that are “preliminary expenditures” within the meaning of Regulations §1.150-2(f)(2), i.e., architectural, engineering, surveying, soil testing, reimbursement bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of a project other than land acquisition, site preparation, and similar costs incident to commencement of construction. The aggregate amount of Preliminary Expenditures may not exceed 20% of the aggregate Issue Price of the issue or issues that financed or are reasonably expected to finance the project for which such Preliminary Expenditures are or were incurred. A-7 “Prior Issue” means an issue of obligations all or a portion of the Debt Service on which is paid or provided for with Proceeds of a Refunding Issue. The Prior Issue may be a Refunding Issue. “Private Activity Bond” means (a) obligations of an issue more than 10% of the Proceeds of which, directly or indirectly, are or are to be used for a Private Business Use and more than 10% of the Debt Service on which, directly or indirectly, is or is to be paid from or secured by payments with respect to property, or secured by property, used for a Private Business Use, or (b) obligations of an issue, the Proceeds of which are or are to be used to make or finance loans to any Private Person that, in the aggregate, exceed the lesser of 5% of such Proceeds or $5,000,000. In the event of Unrelated or Disproportionate Use, the tests in (a) shall be applied by substituting 5% for 10% each place the latter term is used. “Private Business Use” means use (directly or indirectly) in a trade or business carried on by any Private Person other than use as a member of, and on the same basis as, the general public. Any activity carried on by a Private Person (other than a natural person) shall be treated as a trade or business. In the case of a Qualified 501(c)(3) Bond, Private Business Use excludes use by a 501(c)(3) Organization that is not an unrelated trade or business activity by such 501(c)(3) Organization within the meaning of Section 513(a). “Private Person” means any natural person or any artificial person, including a corporation, partnership, trust or other entity, other than a Governmental Unit. “Private Person” includes the United States and any agency or instrumentality of the United States. “Proceeds” means any Sale Proceeds, Investment Proceeds, and Transferred Proceeds of an issue. “Proceeds” does not include Replacement Proceeds. “Qualified Administrative Costs” means reasonable direct administrative costs (other than carrying costs) such as separately stated brokerage or selling commissions, but not legal and accounting fees, recordkeeping, custody and similar costs. General overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs associated with computing the Rebate Amount are not Qualified Administrative Costs. “Qualified 501(c)(3) Bonds” means an issue of obligations that satisfies the requirements of Section 145(a). “Qualified Guarantee” means any guarantee of an obligation that constitutes a “qualified guarantee” within the meaning of Regulations §1.148-4(f). “Qualified Hedge” means a Hedge that is a “qualified hedge” within the meaning of Regulations §1.148-4(h)(2). “Rebate Amount” means the excess of the future value, as of any date, of all receipts on Nonpurpose Investments acquired with Gross Proceeds of an issue over the future value, as of that date, of all payments on those Nonpurpose Investments, computed in accordance with Section 148(f) and Regulations §1.148-3. A-8 “Refunded Bonds” means obligations of a Prior Issue the Debt Service on which is or is to be paid from Proceeds of a Refunding Issue. “Refunding Bonds” means obligations of a Refunding Issue. “Refunding Issue” means an issue the Proceeds of which are or are to be used to pay Debt Service on Refunded Bonds and includes Issuance Costs, Pre-Issuance Accrued Interest or permitted capitalized interest, a reasonably required reserve or replacement fund and similar costs of the Refunding Issue. “Refunding Escrow” means one or more funds established as part of a single transaction, or a series of related transactions, containing Proceeds of a Refunding Issue and any other amounts to be used to pay Debt Service on Refunded Bonds of one or more issues. “Refunding Portion” means that portion of a Multipurpose Issue the Proceeds of which are, or are to be, used to pay Debt Service on Refunded Bonds and includes Issuance Costs, Pre-Issuance Accrued Interest or permitted capitalized interest, a reasonably required reserve or replacement fund and similar costs properly allocable to the Refunding Portion. “Regulations” or “Reg.” means Treasury Regulations. “Reimbursement Allocation” means an allocation of the Proceeds of an issue for the Reimbursement of Prior Capital Expenditures, other than Preliminary Expenditures, that meets each of the following requirements: (a) is evidenced on the books or records of the Issuer maintained with respect to the issue, (b) the allocation entry identifies either actual prior Capital Expenditures, or the fund or account from which the prior Capital Expenditures were paid, and (c) evidences the Issuer’s use of Proceeds of the issue to reimburse a Capital Expenditure for a governmental purpose that was originally paid from a source other than the Proceeds of the issue. “Reimbursement of Prior Capital Expenditures” means a Reimbursement Allocation of Proceeds of the Issue to a Capital Expenditure paid prior to the Issuance Date of such Issue, that satisfies the following requirements: (a) the Capital Expenditure was paid after March 1, 1992; (b) prior to, or within 60 days after, payment of the Capital Expenditure (except Preliminary Expenditures), the Issuer adopted an official intent for the Capital Expenditure that satisfies Regulations §1.150-2(e); and (c) except for Preliminary Expenditures, the Reimbursement Allocation occurs or will occur within 18 months after the later of the date the Capital Expenditure was paid or the date the project resulting from such Capital Expenditure was Placed in Service or abandoned, but in no event more than 3 years after the Capital Expenditure was paid. “Related Party” means, in reference to a Governmental Unit or 501(c)(3) Organization, any member of the same Controlled Group and, in reference to any person that is not a Governmental Unit or 501(c)(3) Organization, a “related person” as defined in Section 144(a)(3) of the Code. A-9 “Replacement Proceeds” means, with respect to an issue, amounts (including any investment income, but excluding any Proceeds of any issue) replaced by Proceeds of that issue within the meaning of Section 148(a)(2). “Replacement Proceeds” includes amounts, other than Proceeds, held in a sinking fund, pledged fund or reserve or replacement fund for an issue. “Sale Date” means, with respect to an issue, the first date on which there is a binding contract in writing with the Issuer for the sale and purchase of an issue (or of respective obligations of the issue if sold by the Issuer on different dates) on specific terms that are not later modified or adjusted in any material respect. “Sale Proceeds” means that portion of the Issue Price actually or constructively received by the Issuer upon the sale or other disposition of an issue, including any underwriter’s compensation withheld from the Issue Price, but excluding Pre-Issuance Accrued Interest. “Spendable Proceeds” means the Net Sale Proceeds of an issue. “Tax-Exempt Obligation” means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidences of indebtedness) the interest on which is excluded from gross income for federal income tax purposes within the meaning of Section 150, and includes any obligation or any investment treated as a “tax-exempt bond” for the applicable purpose of Section 148. “Tax-Exempt Organization” means a Governmental Unit or a 501(c)(3) Organization. “Temporary Period” means the period of time, as set forth in the Tax Compliance Certificate, applicable to particular categories of Proceeds of an issue during which such category of Proceeds may be invested in Higher Yielding Investments without the issue being treated as arbitrage bonds under Section 148. “Transferred Proceeds” means that portion of the Proceeds of an issue (including any Transferred Proceeds of that issue) that remains unexpended at the time that any portion of the principal of the Refunded Bonds of that issue is discharged with the Proceeds of a Refunding Issue and that thereupon becomes Proceeds of the Refunding Issue as provided in Regulations §1.148-9(b). “Transferred Proceeds” does not include any Replacement Proceeds. “Unrelated or Disproportionate Use” means Private Business Use that is not related to or is disproportionate to use by a Governmental Unit within the meaning of Section 141(b)(3) and Regulations §1.141-9. “Variable Yield Issue” means any Issue that is not a Fixed Yield Issue. “Working Capital Expenditures” means any costs of a type that do not constitute Capital Expenditures, including current operating expenses. A-10 “Yield” has the meaning assigned to it for purposes of Section 148 of the Code, and means that discount rate (stated as an annual percentage) that, when used in computing the present worth of all applicable unconditionally payable payments of Debt Service, all payments for a Qualified Guarantee, if any, and all payments and receipts with respect to a Qualified Hedge, if any, paid and to be paid with respect to an obligation (paid and to be paid during and attributable to the Yield Period in the case of a Variable Yield Issue), produces an amount equal to (a) the Issue Price in the case of a Fixed Yield Issue or the present value of the Issue Price at the commencement of the applicable Yield Period in the case of a Variable Yield Issue, or (b) the purchase price for yield purposes in the case of Investment Property, all subject to the applicable methods of computation provided for under Section 148, including variations from the foregoing. The Yield on Investment Property in which Proceeds or Replacement Proceeds of an issue are invested is computed on a basis consistent with the computation of Yield on that issue, including the same compounding interval of not more than one year selected by the Issuer. “Yield Period” means, in the case of the first Yield Period, the period that commences on the Issuance Date and ends at the close of business on the first Computation Date and, in the case of each succeeding Yield Period, the period that begins immediately after the end of the immediately preceding Yield Period and ends at the close of business on the next succeeding Computation Date. The terms “bond”, “obligation”, “reasonably required reserve or replacement fund”, “reserve or replacement fund”, “loan”, “sinking fund”, “purpose investment”, “same plan of financing”, “other replacement proceeds”, and other terms relating to Code provisions used but not defined in this Certificate shall have the meanings given to them for purposes of Sections 103 and 141 to 150 unless the context indicates another meaning. (End of Attachment A) A-1-1 ATTACHMENT A-1 RIDER INSTRUCTIONS FOR COMPLIANCE WITH REBATE REQUIREMENTS OF SECTION 148(f) OF THE CODE (Governmental Use Bonds) The Issuer covenanted in the Loan Agreement and Tax Compliance Certificate to comply with the arbitrage rebate requirement of Section 148(f) of the Code. These Instructions provide guidance for that compliance, including the spending exceptions that free the Issue from all or part of the rebate requirements. Capitalized terms that are not defined in these Rebate Instructions are defined in Attachment A to the Tax Compliance Certificate. GENERAL REBATE GENERALLY. The Rebate Amount with respect to the Issue must be paid (rebated) to the United States to prevent the bonds of the Issue from being arbitrage bonds, the interest on which is subject to federal income tax. In general, the Rebate Amount is the amount by which the actual earnings on Nonpurpose Investments purchased (or deemed to have been purchased) with Gross Proceeds of the Issue exceed the amount of earnings that would have been received if those Nonpurpose Investments had a Yield equal to the Yield on the Issue.1 Stated differently, the Rebate Amount for the Issue as of any date is the excess of the Future Value, as of that date, of all Receipts on Nonpurpose Investments over the Future Value, as of that date, of all Payments on Nonpurpose Investments, computed using the Yield on the Issue as the Future Value rate.2 If the Issue is a Fixed Yield Issue, the Yield on the Issue generally is the Yield to maturity, taking into account mandatory redemptions prior to maturity. If the Issue is a Variable Yield Issue, the Yield on the Issue is computed separately for each Yield Period selected by the Issuer. 1 Amounts earned on the Bona Fide Debt Service Fund for the Issue are not taken into account in determining the Rebate Amount: (1) for any Bond Year in which the gross earnings on such Fund for such Year are less than $100,000; (2) if the average annual Debt Service on the Issue does not exceed $2,500,000; or (3) if none of the obligations of the Issue are Private Activity Bonds, the rates of interest on the Issue do not vary and the average maturity of the Issue is at least five years. 2 The scope of these Instructions does not permit a detailed description of the computation of the Rebate Amount with respect to the Issue. A-1-2 EXCEPTIONS TO REBATE SPENDING EXCEPTIONS. The rebate requirements with respect to the Issue are deemed to have been satisfied if any one of three spending exceptions (the 6-Month, the 18-Month, or the 2-Year Spending Exception, collectively, the “Spending Exceptions”) is satisfied. The Spending Exceptions are each independent exceptions. The Issue need not meet the requirements of any other exception in order to use any one of the three exceptions. For example, a Construction Issue may qualify for the 6-Month Spending Exception or the 18-Month Spending Exception even though the Issuer makes one or more elections under the 2-Year Exception with respect to the Issue. The following rules apply for purposes of all of the Spending Exceptions except as otherwise noted. Refunding Issues. The only spending exception available for a Refunding Issue3 is the 6-Month Spending Exception. Special Transferred Proceeds Rules. In applying the Spending Exceptions to a Refunding Issue, unspent Proceeds of the Prior Issue that become Transferred Proceeds of the Refunding Issue are ignored. If the Prior Issue satisfies one of the rebate Spending Exceptions, the Proceeds of the Prior Issue that are excepted from rebate under that exception are not subject to rebate either as Proceeds of the Prior Issue or as Transferred Proceeds of the Refunding Issue. However, if the Prior Issue does not satisfy any of the Spending Exceptions and is not otherwise exempt from rebate, the Transferred Proceeds from the Prior Issue will be subject to rebate, even if the Refunding Issue satisfies the 6-Month Spending Exception. The Rebate Amount will be calculated on the Transferred Proceeds on the basis of the Yield of the Prior Issue up to each transfer date and on the basis of the Yield of the Refunding Issue after each transfer date. Application of Spending Exceptions to a Multipurpose Issue. If the Issue is a Multipurpose Issue, the Refunding Portion and the New Money Portion are treated for purposes of the rebate Spending Exceptions as separate issues. Thus, the Refunding Portion is eligible to use only the 6-Month Spending Exception. The New Money Portion is eligible to use any of the three Spending Exceptions. Expenditures for Governmental Purposes of the Issue. Each of the spending exceptions requires that expenditures of Gross Proceeds be for the governmental purposes of the Issue. These purposes include payment of interest (but not principal) on the Issue. 3 For purposes of these Instructions, references to “Refunding Issue” include the Refunding Portion of a Multipurpose Issue. A-1-3 6-MONTH SPENDING EXCEPTION. The Issue will be treated as satisfying the rebate requirements if all of the Gross Proceeds of the Issue are allocated to expenditures for the governmental purposes of the Issue within the 6-month period beginning on the Issuance Date and the Rebate Amount, if any, with respect to earnings on amounts deposited in a reasonably required reserve or replacement fund or a Bona Fide Debt Service Fund if and to the extent that such Fund is subject to rebate (see footnote 1) is timely paid to the United States. If no bond of the Issue is a Private Activity Bond (other than a Qualified 501(c)(3) Bond) or a tax or revenue anticipation bond, the 6-month period is extended for an additional six months if the unexpended Gross Proceeds of the Issue at the end of the 6-month period do not exceed 5% of the Proceeds of the Issue. For purposes of the 6-Month Spending Exception, Gross Proceeds required to be spent within six months do not include amounts in a reasonably required reserve or replacement fund for the Issue or in a Bona Fide Debt Service Fund for the Issue. 18-MONTH SPENDING EXCEPTION. The Issue (or the New Money Portion if the Issue is a Multipurpose Issue) is treated as satisfying the rebate requirement if the conditions set forth in (A), (B) and (C) are satisfied. All of the Gross Proceeds of the Issue (excluding amounts in a reasonably required reserve or replacement fund for the Issue or in a Bona Fide Debt Service Fund for the Issue) are allocated to expenditures for the governmental purposes of the Issue in accordance with the following schedule, measured from the Issuance Date: at least 15% within six months; at least 60% within 12 months; and 100% within 18 months, subject to the Reasonable Retainage exception described below. The Rebate Amount, if any, with respect to earnings on amounts deposited in a reasonably required reserve or replacement fund or in a Bona Fide Debt Service Fund for the Issue, to the extent such Fund is subject to rebate (see footnote 1), is timely paid to the United States. The Gross Proceeds of the Issue qualify for the initial 3-year Temporary Period. If the only unspent Gross Proceeds at the end of the 18th month are Reasonable Retainage, the requirement that 100% of the Gross Proceeds be spent by the end of the 18th month is treated as met if the Reasonable Retainage, and all earnings thereon, are spent for the governmental purposes of the Issue within 30 months of the Issuance Date. A-1-4 For purposes of determining whether the spend-down requirements have been met as of the end of each of the first two spending periods, the amount of Investment Proceeds that the Issuer reasonably expects as of the Issuance Date to earn on the Sale Proceeds and Investment Proceeds of the Issue during the 18-month period are included in Gross Proceeds of the Issue. The final spend-down requirement includes actual Investment Proceeds for the entire 18 months. The 18-Month Spending Exception does not apply to the Issue (or the New Money Portion, as applicable) if any portion of the Issue (or New Money Portion) is treated as meeting the rebate requirement under the 2-Year Spending Exception discussed below. This rule prohibits use of the 18-Month Spending Exception for the Nonconstruction Portion of a Bifurcated Issue. The only Spending Exception available for the Nonconstruction Portion of a Bifurcated Issue is the 6-Month Spending Exception. 2-YEAR SPENDING EXCEPTION FOR CERTAIN CONSTRUCTION ISSUES. In general. A Construction Issue no bond of which is a Private Activity Bond (other than a Qualified 501(c)(3) Bond or a Bond that finances property to be owned by a Governmental Unit or a 501(c)(3) Organization) is treated as satisfying the rebate requirement if the Available Construction Proceeds of the Issue are allocated to expenditures for the governmental purposes of the Issue in accordance with the following schedule, measured from the Issuance Date: at least 10% within six months; at least 45% within one year; at least 75% within 18 months; and 100% within two years, subject to the Reasonable Retainage exception described below. Amounts in a Bona Fide Debt Service Fund or a reasonably required reserve or replacement fund for the Issue are not treated as Gross Proceeds for purposes of the expenditure requirements. However, unless the Issuer has elected otherwise in the Tax Compliance Certificate, earnings on amounts in a reasonably required reserve or replacement fund for the Issue are treated as Available Construction Funds during the 2-year period and therefore must be allocated to expenditures for the governmental purposes of the Issue. If the Issuer elected in the Tax Compliance Certificate to exclude from Available Construction Proceeds the Investment Proceeds or earnings on a reasonably required reserve or replacement fund for the Issue during the 2-year spend-down period, the Rebate Amount, if any, with respect to such Investment Proceeds or earnings from the Issuance Date must be timely paid to the United States. If the election is not made, the Rebate Amount, if any, with respect to such Investment Proceeds or earnings after the earlier of the date construction is substantially completed or two years after the Issuance Date must be timely paid to the United States. The A-1-5 Rebate Amount, if any, with respect to earnings on amounts in a Bona Fide Debt Service Fund must be timely paid to the extent such Fund is subject to the rebate requirements (see footnote 1). The Issue does not fail to satisfy the spending requirement for the fourth spend- down period (i.e., 100% within two years of the Issuance Date) if the only unspent Available Construction Proceeds are amounts for Reasonable Retainage if such amounts (together with all earnings on such amounts) are allocated to expenditures within three years of the Issuance Date. For purposes of determining whether the spend down requirements have been met as of the end of each of the first three spend-down periods, Available Construction Proceeds include the amount of Investment Proceeds or earnings that the Issuer reasonably expected as of the Issuance Date to earn during the 2-year period unless the Issuer elects, on or before the Issuance Date, to apply these spend-down requirements on the basis of actual facts rather than reasonable expectations. For purposes of satisfying the final spend-down requirement, Available Construction Proceeds include actual Investment Proceeds or earnings from the Issuance Date through the end of the 2-year period. Available Construction Proceeds do not include Gross Proceeds used to pay Issuance Costs financed by the Issue, but do include earnings on such Proceeds. Thus, an expenditure of Gross Proceeds to pay Issuance Costs does not count toward meeting the spend- down requirements, but expenditures of earnings on such Gross Proceeds to pay Issuance Costs do count. 1½% penalty in lieu of rebate for Construction Issues. If the Issuer elected in the Tax Compliance Certificate for a Construction Issue, or for the Construction Portion of a Bifurcated Issue, to pay a 1½% penalty in lieu of the Rebate Amount on Available Construction Proceeds in the event that the Construction Issue fails to satisfy any of the spend-down requirements, the 1½% penalty is calculated separately for each spend-down period, including each semiannual period after the end of the fourth spend-down period until all Available Construction Proceeds have been spent. The penalty is equal to 0.015 times the underexpended Proceeds as of the end of the applicable spend-down period. The fact that no arbitrage is in fact earned during such spend-down period is not relevant. The Rebate Amount with respect to Gross Proceeds other than Available Construction Proceeds (e.g., amounts in a reasonably required reserve or replacement fund or in a Bona Fide Debt Service Fund, to the extent subject to rebate (see footnote 1)) must be timely paid. COMPUTATION AND PAYMENT COMPUTATION AND PAYMENT OF REBATE AMOUNT. If none of the Spending Exceptions described above is satisfied (and if the 1½% penalty election for a Construction Issue or the Construction Portion of a Bifurcated Issue has not been made), then within 45 days after each Computation Date the Issuer shall compute, or cause to be computed, the Rebate Amount as of such Computation Date. The first Computation Date is a date selected by the Issuer, but shall be not later than five years after the Issuance Date. A-1-6 Each subsequent Computation Date shall end five years after the previous Computation Date except that, in a Variable Yield Issue, the Issuer may select annual Yield Periods. The final Computation Date shall be the date the last obligation of the Issue matures or is finally discharged. Within 60 days after each Computation Date (except the final Computation Date), the Issuer shall pay to the United States not less than 90% of the Rebate Amount, if any, computed as of such Computation Date. Within 60 days after the final Computation Date, the Issuer shall pay to the United States 100% of the Rebate Amount, if any, computed as of the final Computation Date. In computing the Rebate Amount, a computation credit may be taken into account on the last day of each Bond Year to the Computation Date during which there are unspent Gross Proceeds that are subject to the rebate requirement, and on the final maturity date. If the operative documents pertaining to the Issue establish a Rebate Fund and require the computation of the Rebate Amount at the end of each Bond Year, the Issuer shall calculate, or cause to be calculated, within 45 days after the end of each Bond Year the Rebate Amount, taking into account the computation credit for each Bond Year. Within 50 days after the end of each Bond Year, if the Rebate Amount is positive, the Issuer shall deposit in the Rebate Fund such amount as will cause the amount on deposit therein to equal the Rebate Amount, and may withdraw any amount on deposit in the Rebate Fund in excess of the Rebate Amount. Payments of the Rebate Amount to the Internal Revenue Service on a Computation Date shall be made first from amounts on deposit in the Rebate Fund and second from other amounts specified in the operative documents. Each payment of the Rebate Amount or portion thereof shall be payable to the Internal Revenue Service and shall be made to the Internal Revenue Service Center, Ogden, UT 84201 by certified mail. Each payment shall be accompanied by Internal Revenue Service Form 8038-T and any other form or forms required to be submitted with such remittance. BOOKS AND RECORDS. The Issuer or Trustee, as applicable, shall keep proper books of record and accounts containing complete and correct entries of all transactions relating to the receipt, investment, disbursement, allocation and application of the Gross Proceeds of the Issue. Such records shall specify the account or fund to which each Nonpurpose Investment (or portion thereof) held by the Issuer or Trustee is to be allocated and shall set forth as to each Nonpurpose Investment (1) its purchase price, (2) identifying information, including par amount, interest rate, and payment dates, (3) the amount received at maturity or its sales price, as the case may be, including accrued interest, (4) the amounts and dates of any payments made with respect thereto, and (5) the dates of acquisition and disposition or maturity. The Issuer, Trustee, or Rebate Analyst, as applicable, shall retain the records of all calculations and payments of the Rebate Amount until three years after the retirement of the last obligation that is a part of the Issue. A-1-7 FAIR MARKET VALUE. No Nonpurpose Investment shall be acquired for an amount in excess of its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed of for an amount less than its fair market value. The fair market value of any Nonpurpose Investment shall be the price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller in an arm’s- length transaction. Fair market value generally is determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding (i.e., the trade date rather than the settlement date). Except as otherwise provided in this Section, a Nonpurpose Investment that is not of a type traded on an established securities market (within the meaning of Section 1273 of the Code) is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. Obligations purchased directly from the Treasury. The fair market value of a United States Treasury obligation that is purchased directly from the United States Treasury is its purchase price. Safe harbor for Guaranteed Investment Contracts. The purchase price of a Guaranteed Investment Contract shall be treated as its fair market value on the purchase date if all the following conditions are met. The Issuer or broker makes a bona fide solicitation for a specified Guaranteed Investment Contract and receives at least three bona fide bids from reasonably competitive providers (of Guaranteed Investment Contracts) that have no material financial interest in the Issue. The Issuer purchases the highest-yielding Guaranteed Investment Contract for which a qualifying bid is made (determined net of broker’s fees). The Yield on the Guaranteed Investment Contract (determined net of broker’s fees) is not less than the Yield then available from the provider on reasonably comparable Guaranteed Investment Contracts, if any, offered to other persons from a source of funds other than Gross Proceeds of Tax-Exempt Obligations. The determination of the terms of the Guaranteed Investment Contract takes into account as a significant factor the Issuer’s reasonably expected drawdown schedule for the amounts to be invested, exclusive of amounts deposited in a Bona Fide Debt Service Fund and a reasonably required reserve or replacement fund. The terms of the Guaranteed Investment Contract, including collateral security requirements, are reasonable. A-1-8 The obligor on the Guaranteed Investment Contract certifies the administrative costs that it is paying (or expects to pay) to third parties in connection with the Guaranteed Investment Contract. Safe harbor for certificates of deposit. The purchase price of a certificate of deposit shall be treated as its fair market value on the purchase date if all of the following requirements are met. The certificate of deposit has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal. The Yield on the certificate of deposit is not less than (a) the Yield on reasonably comparable direct obligations of the United States, or (b) the highest Yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. Certificates evidencing the foregoing requirements should be obtained before purchasing any Guaranteed Investment Contract or certificate of deposit. CONSTRUCTIVE SALE/PURCHASE. Nonpurpose Investments that are held by the Issuer or Trustee as of any Computation Date (or Bond Year if the computations are required to be done annually) shall be treated for purposes of computing the Rebate Amount as of such date as having been sold for their fair market value as of such date. Investment Property that becomes allocated to Gross Proceeds of the Issue on a date after such Investment Property has actually been purchased shall be treated for purposes of the rebate requirements as having been purchased by the Issuer on such date of allocation at its fair market value on such date. For purposes of constructive or deemed sales or purchases of Investment Property (other than Investment Property in the Escrow Fund or that is otherwise not invested for a Temporary Period or is not part of a reasonably required reserve or replacement fund for the Issue) must be valued at its fair market value on the date of constructive or deemed sale or purchase. Except as set forth in (B), fixed-rate Investment Property that is (1) issued with not more than 2% of original issue discount or original issue premium, (2) issued with original issue premium that is attributable exclusively to reasonable underwriters’ compensation or (3) acquired with not more than 2% of market discount or market premium may be treated as having a fair market value equal to its outstanding stated principal amount plus accrued interest. Fixed- rate Investment Property also may be treated as having a fair market value equal to its present value. ADMINISTRATIVE COSTS. Administrative costs shall not be taken into account in determining the payments for or receipts from a Nonpurpose Investment unless such administrative costs are Qualified A-1-9 Administrative Costs. Thus, administrative costs or expenses paid, directly or indirectly, to purchase, carry, sell, or retire Nonpurpose Investments generally do not increase the Payments for, or reduce the Receipts from, Nonpurpose Investments. Qualified Administrative Costs are taken into account in determining the Payments and Receipts on Nonpurpose Investments and thus increase the Payments for, or decrease the Receipts from, Nonpurpose Investments. In the case of a Guaranteed Investment Contract, a broker’s commission or similar fee paid on behalf of either the Issuer or the provider is a Qualified Administrative Cost to the extent that (1) the amount of the fee treated as a Qualified Administrative Cost does not exceed the lesser of (a) $50,000, or such higher amount as determined and published by the Internal Revenue Service as the “cost of living adjustment” for the calendar year in which the Guaranteed Investment Contract is acquired and (b) 0.2% of the Computational Base or, if more, $5,000, or such higher amount as determined and published by the Internal Revenue Service as the “cost of living adjustment” for the calendar year in which the Guaranteed Investment Contract is acquired and (2) the aggregate amount of broker’s commissions or similar fees with respect to all Guaranteed Investment Contracts and Nonpurpose Investments acquired for a yield-restricted defeasance escrow purchased with Gross Proceeds of the Issue treated as Qualified Administrative Costs does not exceed a cap of $141,000, or such higher amount as determined and published by the Internal Revenue Service as the “cost-of-living adjustment” for the calendar year in which the Guaranteed Investment Contract is acquired less the portion of such cap, if any, used in prior years with respect to the Issue. COMPLIANCE AND AMENDMENT COMPLIANCE. The Issuer, Trustee or Rebate Analyst, as applicable, shall take all necessary steps to comply with the requirements of these Instructions in order to ensure that interest on the Issue is excluded from gross income for federal income tax purposes under Section 103(a) of the Code. However, compliance shall not be required in the event and to the extent stated therein the Issuer and the Trustee receive an Opinion of Bond Counsel that either (A) compliance with such requirement is not required to maintain the exclusion from gross income for federal income tax purposes of interest on the Issue or (B) compliance with some other requirement in lieu of such requirement will comply with Section 148(f) of the Code, in which case compliance with the other requirement specified in the Opinion of Bond Counsel shall constitute compliance with such requirement. LIABILITY. If for any reason any requirement of these Instructions is not complied with, the Issuer and the Trustee, if applicable, shall take all necessary and desirable steps to correct such noncompliance within a reasonable period of time after such noncompliance is discovered or should have been discovered with the exercise of reasonable diligence. The Trustee shall have no duty or responsibility to independently verify any of the Issuer’s, or the Rebate Analyst’s, A-1-10 calculations with respect to the payments of the Rebate Amount due and owing to the United States. Under no circumstances whatsoever shall the Trustee be liable to the Issuer, any bondholder or any other person for any inclusion of the interest on the Issue in gross income for federal income tax purposes, or any claims, demands, damages, liabilities, losses, costs or expenses resulting therefrom or in any way connected therewith, so long as the Trustee acts only in accordance with these Instructions and the operative documents pertaining to the Issue. (End of Attachment A-1) Overview of WIFA Loan Financing Town of Oro Valley, Arizona Water Infrastructure Finance Authority of Arizona (WIFA) Drinking Water Loan, Series 2025 Presented By: Mark Reader, Managing Director, Stifel April 16, 2025 WIFA Funding Objectives The Water Utility’s Northwest Recharge Recovery &Delivery System (NWRRDS)Project is a community sustainability project as it will deliver additional water resources to the Town of Oro Valley The NWRRDS Project consists of several partnered projects (already funded and under construction)and seven Independent projects (Four are already constructed with the fifth to be completed this June) Two of the seven Independent NWRRDS projects will need additional funding to complete The Oro Valley water/finance team submitted an application to WIFA for a $12 million low interest loan to fund a portion of the last two Independent projects Funding will pay for part of the Utility’s Twin Peaks Booster Station &part of the 7-Miles of Transmission main construction NWRRDS Project is slated for completion by the summer of 2026 3 Water Infrastructure Finance Authority of Arizona (WIFA) Loan Summary WIFA : State Agency which provides subsidized interest rates and Grants for Water and WW Projects Significant Application and Approval Process $12,018,000 Loan Amount with $1,012,500 (Grant/Forgivable Principal) Resulting in $11,005,000 Final Loan Amount Amortization Period : 20-Year Final Interest Rate Calculated as follow: Natural AAA General Obligation Bond Index: 4.06%* [As of 4/1/2025. Subject to change.] Discount Factor to the Town : 15% Estimated Interest Rate: 3.45%* [As of 4/1/2025. Subject to change.] Estimated Annual Debt Service: $797,000 Debt Service Payable from: Net Utility Water Revenues (no rate adjustments required to support net debt service) Construction Completed Summer of 2026 * Preliminary, subject to change until interest rate is set on or around May 21, 2025. May 2025 S M T W TH F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 4 Tentative Financing Calendar Date Event March 19th WIFA Board meeting to approve transaction in final form April 16th Town Council meeting to approve Resolution authorizing the issuance of the Loan and the form of Loan documents. May 21st Natural AAA MMD General Obligation Bond Index and subsidy using final maturity date and discount factor (subsidy) finalized. Interest rate set and final amortization determined. May 23rd Closing. Funds wired to the Trustee. April 2025 S M T W TH F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Questions?    Town Council Regular Session 6. Meeting Date:04/16/2025   Requested by: Vice Mayor Barrett and Councilmember Nicolson  Submitted By:Mike Standish, Town Clerk's Office Department:Town Clerk's Office SUBJECT: DISCUSSION AND POSSIBLE ACTION REGARDING DIRECTION FOR THE NEXT GENERAL PLAN RECOMMENDATION: N/A EXECUTIVE SUMMARY: This item was requested by Vice Mayor Barrett and Councilmember Nicolson. BACKGROUND OR DETAILED INFORMATION: N/A FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to... Attachments No file(s) attached.    Town Council Regular Session 7. Meeting Date:04/16/2025   Requested by: Vice Mayor Barrett and Councilmember Nicolson  Submitted By:Mike Standish, Town Clerk's Office Department:Town Clerk's Office SUBJECT: DISCUSSION AND POSSIBLE ACTION REGARDING THE COMMUNITY CENTER FUND RECOMMENDATION: N/A EXECUTIVE SUMMARY: This item was requested by Vice Mayor Barrett and Councilmember Nicolson. BACKGROUND OR DETAILED INFORMATION: N/A FISCAL IMPACT: N/A SUGGESTED MOTION: I MOVE to... Attachments No file(s) attached.