SQUAW VALLEY MUTUAL WATER COMPANY P.O. Box 2276

Olympic Valley, CA 96146 Phone: (530) 583-3674 www.SVMWC.com Fax: (530) 583-1257

Annual Members Meeting Saturday, August 31, 2013 – 10:00am

MEETING PACKET

Agenda Page 1 Minutes 2012 Annual Members Meeting Page 2-4 President’s Report Page 5-6 Treasurer’s Report Page 7 Budget to Actual FY 2012/13 Page 8 Water System Improvement Project Update Page 9

SQUAW VALLEY MUTUAL WATER COMPANY Post Office Box 2276

Olympic Valley, CA 96146 Phone: (530) 583-3674 Email: info@svmwc.com Fax: (530) 583-1257

Annual Meeting

Saturday, August 31st, 2013 Squaw Valley PSD Community Room

AGENDAS

9:00 am Meeting of Board Call to order Roll call and establish a quorum – Patti Guilford Adopt the agenda Minutes from the 8/3/13 meeting – Judy Friedman President's Report – John Johnson, electronic voting Report of Operations Manager Report of Office Manager Operations and Maintenance Contract Items for Members meeting Improvement Project Adjourn

10:00 am Annual Meeting of the Members Call to order Roll call to establish Quorum of Board Establish Quorum of Members Call to audience for items not on agenda Approve agenda Minutes of 2012 Annual Meeting Report of President Report of Treasurer Update on System Improvement Project-Shaw Engineering Candidate Statements Election of new Board members Report of Election Results – Judy Friedman Adjourn

Post Annual Meeting of New Board Call to order Roll call to establish quorum Approval of the agenda Election of Officers: President, Vice President, Treasurer and Secretary Discussion of Members meeting items Construction issues Setting date of next board meetings: October 5th, 2013 @ 9AM & December 7th, 2013 @ 9AM Adjourn

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SQUAW VALLEY MUTUAL WATER COMPANY Annual Members Meeting

September 1, 2012 Minutes

1. Call to order President John Coyle called the meeting of the Squaw Valley Mutual Water Company Board of Directors to order at 10:14 AM on Saturday September 1, 2012 at the Squaw Valley PSD Community Room. Coyle announced a meeting protocol has been adopted by the Board. Comments from the public will be addressed to the Board and limited to 2 minutes. 2. Roll call to Established Quorum of the Board - Lynn Suter Directors present: Coyle, Mattheis, Suter, Garcia, Bossung, DeMattei, Guilford Directors absent: None Staff present were Anne-Marie Giese, John Collins and Steve Brigman. Members/Guests Present: Cecile & Harold Weaver, Judy Freidman, David Mercer, Brian Sheehan, Carl Gustafson, Jon & Carol Shanser, Buck Thys, Les Wilson, Gailyn Johnson, Mike Geary, Allen Riley, Loraine & Bert Fulmer, Jack Johnson, Laurie McCarthy, Merilee Evasovic, Jackie Redmond, Betsy Owens, Carl & Flo Wild, Judie Stepner, Leon & Barb Futran, Dan Kenney, Bob Buckter, Greg Parker, Gayle DeMattei, Diane & Frost Prioleau, Haz Nabulsi, Frank Sahlman, Janean Foote, Hans Burkhart, John Johnson, David Kirk Gilmore, Karen Floyd, Bev Wilson, Tuck Wilson, N Wilson, Alisa Adriani, Charlie & Mary Jones Secretary Lynn Suter called the roll and with more than 50 members present including proxies, a quorum was established. 3. Establish quorum of Members Anne-Marie reported that with 80 votes received, a quorum of the membership was established. 4. Call to audience for items not on agenda Peter Werbel asked for a discussion regarding the California Water Rights be added to a future agenda. John Shanser feels the candidates should answer questions about their statements. It was agreed that candidates would have 5 minutes each to address questions from the audience. Director Coyle received an email from Steve Burke about an agenda item he would like to see added. There was consensus that Mr. Burke should be present to add the item to the agenda. 5. Approve agenda A discussion of Water Rights will be added to today’s agenda. It was moved by Director Mattheis and seconded by Director Garcia to approve today’s agenda as amended. Motion carried unanimously. 6. Minutes of 2011 Annual meeting It was moved by Director Garcia and seconded by Director Guilford to approve the minutes as presented. Motion carried unanimously. 7. Report of President Director Coyle presented the President’s report including a review of last year’s decision to authorize the contract with Campbell Construction for the pipe replacement construction project. The Board also

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approved a subsidy of 75% of the cost owners will pay to install new laterals on their property, up to the maximum bid provided by Campbell. A USDA loan of almost $4 million at 3.75% for 40 years is financing the project. To date, just over $1.1 million has been drawn from that loan. Chevis Hosea of Squaw Valley Ski Holdings made a presentation in December regarding the proposed plans for the Village. Although the Mutual was planning to reconstruct a well house, the Village plans may call for Squaw to take over the land where Well #1 is, so that project is on hold. Director Coyle stated the Board recently voted to retain the law firm of Rossman and Moore LLP to represent SVMWC’s water rights in light of the proposed Village plans. Construction on the project began in May. In spite of that, a budget was approved that did not increase rates. Although the quality of the work has been good, Campbell has been difficult to deal with and in late July, a Notice of Default with a Corrective List was furnished because the work was not being done on schedule and because of the many field work orders. The work on Squaw Valley Road was removed from the contract because there was concern it could not be done this season. That portion will be re-bid next year. The water pipes should be pressurized soon. 8. Report of Treasurer Director DeMattei reviewed the balances in the Money Market, Checking, and Construction accounts. He noted the USDA Reserve Account and line of credit. Of the $240,000 in billed assessments, $206,000 has been collected. Current accounts receivable are $34,900. Director DeMattei provided detail on the construction loan, including payments to Campbell Construction, attorney costs, and engineering fees. Interest is only being paid on the amount withdrawn from the USDA loan, not the entire amount. Water Rights (addition) Peter Werbel noted past discussions regarding the value of water rights. He asked if water could be sold outside the district or did it have to remain in the district? He read emails regarding others who have sold water rights for pumping and distribution and asked if that was something SVMWC could consider. It was agreed that this item would be on the next Board meeting agenda and an article about this issue would be in the next newsletter. Director DeMattei reported on the investigation he has done regarding the agreement with the Poulsens, noting SVMWC is entitled to 624 acre feet of water each year, but only 120 feet is being used. The agreement stipulates that what is not used to supply SVMWC members with water goes back to the Poulsens. A brief discussion followed regarding the agreement and the potential of selling water rights. Dale Cox agreed tabling this discussion to another meeting because it is a complicated matter. He voiced concern about hiring an attorney to deal with the Village project and suggested a stop be put to the economic “hemorrhaging.” He would rather see SVMWC work with the PSD’s legal team on the issue. 9. Update of Systems Improvement Project‐Shaw Engineering Steve Brigman updated the group on the status of the construction project. Using a map, he showed the work that has been done and the schedule for remaining work. Steve answered questions regarding specific properties, the change orders from the contractor, costs, and why the contract with Campbell was cancelled. There is approximately $120,000 in retainer money being held back to insure all work scheduled for this season is completed. Steve was thanked with a round of applause for the job he’s done in keeping this project straight and working with the contractor. 10. Candidate Statements Those running for Board seats addressed the group.

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11. Election of new Board members Anne Marie, John Collins, and Judy Friedman counted the ballots with Buck Thys and Les Wilson observing. 200 valid ballots were received and a quorum of members was established. The votes were as follows: Kenneth Bossung – 78 votes Hans Burkhart - 116 Margot Garcia – 89 Dean Hall – 112 John Johnson - 128 Lynn Suter - 72 Burkhart, Hall, and Johnson were elected to the Board. 12. Update on Laterals – Contractors list To be provided…. 13. Report of Office Manager – Election Results See above. 14. Adjourn There being no further business to come before the Board, the meeting was adjourned at 1:41 PM. Respectfully submitted, Judy Friedman, Recording Secretary THE PAPER TRAIL SECRETARIAL & BUSINESS SOLUTIONS

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SQUAW VALLEY MUTUAL WATER COMPANY P.O. Box 2276

Olympic Valley, CA 96146 Phone: (530) 583-3674 www.SVMWC.com Fax: (530) 583-1257

August 31, 2013 Treasurer’s Report Account Balances as of 8/27/13 Money Market $ 377,140 Checking $ 4,632 Construction Account $ 80,689 Depreciation Account $ 223,586 USDA Reserve Account $ 48,321 Loan Balances USDA Loan Terms: 40 yrs at 3.75% Interest paid only on funds drawn until construction is complete Fully amortized after construction draws are complete Original Amount $ 3,979,180 Semi-Annual Payment (Due 5/1 & 11/1) $ 96,456 Draws to Date $ 3,247,699 Available Funds Remaining $ 731,481 2013-14 Assessment Total Billed (7/1/13) $ 240,350 Collected $ 206,794 Accounts Receivable $ 33,556 2009 Tank Replacement Special Assessment Lots paid in full 186 Lots on payment plan 95 Total Lots 281

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YTD BudgetUnder/(Over)

Budget

Capital Assessment 266,809 264,638 (2,171) Water Service Charges 216,196 216,415 219 Interest Earned 1,315 500 (815) Member Late Charges 6,491 4,500 (1,991) Fee Income 1,700 700 (1,000) Tank Special Assessment Payments 29,280 29,280 - Use of prior year bugetary surplus 77,503 77,503

521,790 593,536 71,746

Accounting 5,800 5,800 - Bank Charges - 150 150 Director's Reimbursement 1,900 4,200 2,300 Fees & Licenses, Fines & Penalties 3,644 3,000 (644) General Insurance 7,603 10,000 2,397 Legal 3,214 10,000 6,786 Maintenance Contract 100,327 99,910 (417) Meeting Minutes 3,557 2,400 (1,157) Membership Dues 411 375 (36) Office Contract 30,900 30,900 - Office Supplies & Expenses 390 100 (290) Postage and Delivery 1,299 1,600 301 Printing & Reproduction 1,213 1,750 537 Property Taxes 612 530 (82) Repairs & Maintenance 35,095 20,000 (15,095) Snow Removal 1,873 4,500 2,628 Utilities 13,171 14,000 829 Water Testing 1,942 3,000 1,058 Water Treatment 6,849 9,000 2,151 Web Page 1,006 900 (106)

USDA Loan Payment 192,912 192,912 - Depreciation 75,418 75,418 * - USDA Reserve Requirement 19,291 19,291 - Lateral Credit (Up to 35% of Annual Water Bill ) 1,249 83,800 82,551

509,675 593,536 83,861

12,115 - (12,115) *Total depreciation equals depreciation plus USDA reserve

Capital Expenses

SQUAW VALLEY MUTUAL WATER COMPANYBUDGET TO ACTUAL

As of June 30, 2013

Income

Operating Expenses

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Engineering 81,823.83$ Well Testing/Rehabilitation 1,110.00$ Consulting/Admin 4,087.50$

Total: 87,021.33$ Fiscal Year 2010-11

Engineering 108,614.42$ Surveying 7,420.00$ Well Testing/Rehabilitation 30,095.00$ Consulting/Admin 14,586.25$ Permits/Plan Approval 1,776.00$ Legal 7,370.50$

Total: 169,862.17$ Fiscal Year 2011-12

Construction Contract 634,057.63$ Engineering 163,912.39$ Surveying 150.00$ Consulting/Admin 18,750.50$ Permits/Plan Approval 5,856.50$ Legal 7,125.44$ Loan Closing Fees 9,688.00$ Contingencies 1,624.87$

Total: 841,165.33$

Construction Contracts 1,449,858.90$ Engineering 270,185.92$ Consulting/Admin 18,351.59$ Permits/Inspections 37,407.00$ Legal 50,917.97$ Contingencies 2,911.22$

Total: 1,829,632.60$

Construction Contract 520,027.06$ Engineering 42,188.69$ Consulting/Admin 3,253.13$ Permits/Inspections 1,776.00$

Total: 567,244.88$

Total Project Expenditures 3,494,926.31$

Project Funding:Borrower Outlay 160,407.50$ Member Pre-Payments 86,820.00$ Loan Draws #1-20 3,151,647.96$ Loan Draw #21 96,050.85$

Total Funding: 3,494,926.31$

-$

Squaw Valley Mutual Water CompanyWater System Improvement Project

Cost by Year as of 8/31/13

Fiscal Year 2009-10

Current Expenses to be Paid with Loan Draw #22

Fiscal Year 2012-13

Fiscal Year 2013-14

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