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HomeMy WebLinkAbout11.16.15 Council Packet City of Farmington Mission Statement 430 Third Street Through teamwork and cooperation, Farmington,MN 55024 the City of Farmington provides quality services that preserve our proud past and foster a promising future. FARMINGTON CITY COUNCIL Todd Larson, Mayor Jason Bartholomay Douglas Bonar Terry Donnelly Tim Pitcher AGENDA REGULAR CITY COUNCIL MEETING NOVEMBER 16, 2015 7:00 P.M. CITY COUNCIL CHAMBERS Action Taken 1. CALL TO ORDER 7:00 P.M. 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. APPROVE AGENDA 5. ANNOUNCEMENTS/COMMENDATIONS a) DARTS President Ann Bailey Information Received b) Dakota County Commissioner Mike Slavik Information Received 6. CITIZEN COMMENTS/RESPONSES TO COMMENTS(This time is reserved for citizen comments regarding non-agenda items.No official Council action can be taken on these items. Speakers are limited to five minutes to address the Council during"Citizen Comment"time.) 7. CONSENT AGENDA a) Approve Council Minutes (11/2/2015 Regular)(11/9/2015 Work Session)— Administration Approved b) Adopt Resolution Approving Submittal of Application and Joint Powers Agreement for Landfill Abatement Funds from Dakota County—Municipal Services R62-15 c) Joint Resolution Annexing a Portion of 2013th Street Right-of-Way— Community Development R63-15 d) Approve Elimination of Recreational Fire Permit and Fee—Eire Approved e) Adopt Resolution Consent to Change of Control of the Cable Franchise— Human Resources R64-15 f) Approve Seasonal Hiring—Human Resources Approved g) LELS Police Officer Unit Settlement—Human Resources R65-15 h) LELS Sergeants Unit Settlement—Human Resources R66-15 i) Acknowledge Resignation Fire Department—Human Resources Acknowledged j) Appointment Recommendation Municipal Services Department—Human Resources Approved k) Approve Fund Balances Committed—Finance R67-15 1) Approve Utility Billing Electronic Bill Presentment, Electronic Payments, Including Third Party Check Consolidation, Recurring ACH/Credit Card Payment Processing—Finance Approved m) Approve a Resolution Authorizing 195th Street Reconstruction Project Internal Loan from the Storm Water Trunk Fund to the General Fund - Finance R68-15 n) Approve Bills Approved REGULAR AGENDA (The Council takes a separate action on each item on the Regular Agenda.If you wish to address the Council regarding any or all of the items on the Regular Agenda,please address the item when the item is discussed Speakers will be given at least three minutes to speak per item.Additional time may be granted to speakers representing two or more persons.) 8. PUBLIC HEARINGS 9. AWARD OF CONTRACT a) Award Bid for Fire Station 2 Floor Sealing—Fire Approved 10. PETITIONS,REQUESTS AND COMMUNICATIONS a) Adopt Resolution and Ordinance Trident Development Zoning and Comprehensive Plan Change—Community Development R69-15; Ord 015-709 b) Approve Dakota Broadband Board Joint Powers Agreement—Community Development Approved c) Approve Early Redemption of the Remaining Series 2005C Bonds—Finance R70-15 11. UNFINISHED BUSINESS 12. NEW BUSINESS 13. COUNCIL ROUNDTABLE 14. ADJOURN Persons with a disability may request a reasonable accommodation by contacting the City Administrator's office at 651-280-6803. Request should be made 24 hours in advance or as early as possible to allow time to arrange accommodation. of 1119 City of Farmington . 430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 441.*4 :- www.ci.fammngton.mn.us TO: Mayor, Councilmembers and City Administrator FROM: David McKnight, City Administrator SUBJECT: DARTS President Ann Bailey DATE: November 16,2015 INTRODUCTION Recently Mayor Larson and I met with DART President Ann Bailey about the services they offer in Dakota County. All of us thought it would be a good idea for Ms.Bailey to present to the city council and the Farmington community so more people are aware of the services DART's provides. BUDGET IMPACT NA ACTION REQUESTED Hear the presentation that Mr. Bailey provides and ask any questions you may have on DART's programs and services. ATTACHMENTS: Type Description © Presentation DARTS Presentation N -' »w L 1 0 .N MCI v) N j = N O � O O 5 O CB i CO co U N o N oC Q U 6 L � ?� •— O N L O N •L— > C vi ~ co C � •i) C CO u5 CD: a) a_+ 73 4--1 i vi S' C C CO N co — o v O N 0 ch -F-1 C ^ .) Q1 N -0 -o 71 N t L N L C C Q) CU tri O V) - i 00 m Q O O N .2 > O On m Ql U 4_, aA i E > OD V) %-1 N v U1 }; CO a V) u „,, C L. • U ate--+ +m-1 Q/ > .v) D W •C 4 C •C = b > I L C CB N N a--+ = = I N (.9 O N J � aJ n •� U -0 C O Q co i a O N O (/) U < t —I = (n co Q E U L N a) I L a) a O I N (=C E46 'a) .0 co 8 -'' °- ° g *c 7:1 O •> - — ° N j a) 42 a L to Q N C Q A A A 0 A A A A U O A A A 0 8 J u Q 2 0, V c u t 2t; tt EZ A 4K t" Y u '^ +, i c E o U ,_ c c •- vI- u 4- i O —0 .� p t1AQ ++ c _C- co W C > fYI > i U N O O V) Q C `� O cB N co i1 O L 4:1 L LOQ 0ON E (A �_ vi U � � O .� O � O o w to Q� a) I— Ln O , O o c O a-+ cp X01 O O O N -D fa Q _� a.oQ � +O+ CI cn c _ c .. � t p .L7, 4-, 0) Q } +, .— � cn Q2 V C c °r (n &_.. 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(I) t10' -- L o 0 ° C c RI C o _ m lime 0 CU a) co CU in N • o C 0 4_ J - o J a H O p _ ° 0 O- v oN O Q O IN ❑ E N vN O O p 0O 0 N ca N 00 C O r-I al v `,L N L Cr; CU L. t11 al hp0 O 'C N O V' i V d t a-1 a) E .Q la E _ O R O a U t6 E U cD OJ 'A O N To O O 4A < Om. O +�+ O V Q G1 .0 >- r-I Q- o. al N F- v) u_ i _ In f0 a CD Q j Q a 0 CO 41141,y, City of Farmington y 430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 .4 www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: David McKnight, City Administrator SUBJECT: Dakota County Commissioner Mike Slavik DATE: November 16,2015 INTRODUCTION Dakota County Commissioner Mile Slavik will be in attendance at your November 16, 2015 city council meeting to present an update on county activities. pISCUSSION Commissioner Slavik has requested time on your agenda to update you on a number of issues/projects occurring in Dakota County. BUDGET IMPACT NA ACTION REQUESTED Hear the presentation provided by Commissioner Slavik and ask any questions you may have. ooh* City of Farmington y p 430 Third Street Farmington,Minnesota o 651.280.6800 -Fax 651.280.6899 +�r.,�Mo. WWW ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Cynthia Muller, Executive Assistant SUBJECT: Approve City Council Minutes (11/2/2015 Regular)(11/9/2015 Work Session)- Administration DATE: November 16, 2015 INTRODUCTION Attached are November 2 and 9,2015, city council minutes. DISCUSSION NA BUDGET IMPACT NA ACTION REQUESTED Approved the November 2 and 9,2015, city council minutes. ATTACHMENTS: Type Description o Exhibit Minutes (11/2/2015 Regular) © Exhibit Minutes (11/9/2015 Work Session) COUNCIL MINUTES REGULAR November 2, 2015 1. CALL TO ORDER The meeting was called to order by Mayor Larson at 7:00 p.m. 2. PLEDGE OF ALLEGIANCE Collin and Aiden O'Hern of Pack 119 led the audience and Council in the Pledge of Allegiance. 3. ROLL CALL Members Present: Larson,Bartholomay, Bonar,Donnelly,Pitcher Members Absent: None Also Present: Andrea Poehler, City Attorney;David McKnight, City Administrator; Robin Hanson,Finance Director;Adam Kienberger, Community Development Director;Randy Distad, Parks and Recreation Director;Kevin Schorzman, City Engineer; Cynthia Muller,Executive Assistant Audience: Kevin,Aiden and Collin O'Hern 4. APPROVE AGENDA Mayor Larson pulled item 7i)Approve Additional Staff Issued Business Credit Cards for separate vote. MOTION by Bartholomay, second by Donnelly to approve the Agenda. APIF, MOTION CARRIED. 5. ANNOUNCEMENTS 6. CITIZEN COMMENTS 7. CONSENT AGENDA MOTION by Donnelly, second by Pitcher to approve the Consent Agenda as follows: a) Approved Council Minutes(10/19/2015 Regular)-Administration b) Adopted RESOLUTION R60-15 Approving Gambling Event Permit Knights of Columbus-Administration c) Approved Temporary On-Sale Liquor License Masonic Lodge-Administration d) Adopted RESOLUTION R61-15 Accepting Donations to the Rambling River Center—Parks and Recreation e) Approved Game Ice Rental Agreement with Farmington School District—Parks and Recreation 0 Accepted Resignation Parks and Recreation Commission-Administration g) Accepted Resignation Rambling River Center Advisory Board-Administration h) Approved Seasonal Hiring—Human Resources j) Approved Bills-Finance APIF,MOTION CARRIED. Council Minutes(Regular) November 2,2015 Page 2 i) Approve Additional Staff Issued Business Credit Cards-Finance As Family Fresh has changed their procedure with credit cards, city staff that make frequent purchases there will be issued business credit cards. These include Municipal Services Coordinator Larson and Assistant Fire Chiefs Allbee, Elvestad and Schmitz. MOTION by Bartholomay, second by Pitcher to add four city business credit cards for the individuals indicated each with a$500 credit card limit. Voting for: Bartholomay, Bonar,Donnelly,Pitcher. Abstain: Larson. MOTION CARRIED. 8. PUBLIC HEARINGS 9. AWARD OF CONTRACT - 10. PETITIONS,REQUESTSAND COMMUNICATIONS a) Financial Review—2015 September Year-to-Date-Finance After nine months of the year, revenues and expenditures should be at 75%of budget. General fund revenues total $5.5 million or 53%of budget. The second installment of property taxes will be received in December and January. Building permits are less than last year and staff estimates permits will be$110,000 below budget. Miscellaneous revenues reflect the use of$81,000 of fund balance to pay for increased human resource costs in the fire department of$60,000 and the carryover of a 2014 building project for the fire department for$21,000. General fund expenditures total $7.5 million or 70%of budget. Siren repairs were higher than expected. In the Fire budget expenditures are$143,000 more than 2014 for the same period. Human resource costs represent$68,000,uniform costs amount to$30,000 and the remaining$45,000 covers many line items. This budget will be$50,000 over for the year due to part-time salaries related to training and increased calls and building and apparatus maintenance. Planning expenditures are 95%of budget due to a settlement with a former employee. The general fund fund balance has decreased$1.7 million to $2.4 million which is expected due to receipt of property taxes in December and January. Rambling River Center revenues are ahead of budget. However, revenues are $3,300 less than this period for 2014 due to trip cancellations due to insufficient registrations and not as many program offerings with reduced staff. Expenditures are within budget. Pool revenues are identical to 2014. Expenditures are$4,000 less than 2014. The arena has increased revenues due to summer ice and advertising revenue. Expenditures included new security cameras and equipment maintenance. The arena should at least break even for the year. Regarding liquor operations,neither store met their gross profit benchmark of 25%. The downtown store is at 24.6%and Pilot Knob is at 24.5%. There is Council Minutes(Regular) November 2,2015 Page 3 increased competition and traffic disruption with 195th Street. The net income for 2015 is$95,000 less than 2014. There were security camera upgrades, community investment transfers are done throughout the year and net sales are $3,900 lower at the downtown store and$37,800 lower at Pilot Knob. Solid waste is within budget. Increased expenditures relate to higher recycling costs, increase in the amount of commercial recycling, increased disposal fees and purchase of new garbage containers. Council noted liquor store proceeds are down, permits are down, spending will be within .5%of our total budget. This is one of the tighter budgets we have seen in quite some time. City Administrator McKnight noted department heads reviewed budgets that are over and under. Everyone has worked hard to keep the general fund balance above zero during the year. He complimented all the department heads on working together to not go backwards. 11. UNFINISHED BUSINESS 12. NEW BUSINESS a) Early Redemption of the Remaining 1995 Wastewater Treatment Bonds- Finance These bonds were issued 20 years ago and we have the opportunity to redeem them early and save$700. This will pay off another series of bonds and reduce the outstanding bond balance. The outstanding balance is$56,532.72. MOTION by Pitcher, second by Bonar authorizing the Finance Director to notify the Public Facilities Authority of its intention to repay the remaining amount outstanding, plus accrued interest,as of February 20,2016. APIF,MOTION CARRIED. 13. COUNCIL ROUNDTABLE Councilmember Donnelly: Reminded everyone to vote in the school district election tomorrow. Councilmember Pitcher: The Patriotic Day program is November 5, 2015,at Farmington High School. Councilmember Bonar: The Fire Department Turkey Bingo is November 14,2015. City Engineer Schorzman: Due to the weather,the 195th Street project will be completed mid-November. Community Development Director Kienberger: There were two ribbon cuttings at Principle Financial Group and Swedin Chiropractic. The Downtown Redevelopment Plan Task Force updates can be found on our website. Current construction projects include the Farmington Bakery and the two new businesses in the Otten building were due to renovations with community development block grants. Council Minutes(Regular) November 2,2015 Page 4 Mayor Larson: A wine tasting will be held November 5,2015,at Celt's. Winter parking restrictions are in effect. Market On Oak is having an open house and customer appreciation November 5 through 7, 2015. He encouraged residents to shop local. 14. ADJOURN MOTION by Donnelly, second by Pitcher to adjourn at 7:26 p.m. APIF,MOTION CARRIED. Respectfully submitted, Cynthia Muller Executive Assistant City Council Work Session Minutes November 9,2015 Mayor Larson called the work session to order at 6:30 p.m. Present: Larson, Bonar,Donnelly,Pitcher Absent: Bartholomay MOTION by Bonar, second by Pitcher to approve the agenda. APIF,MOTION CARRIED. Final Recommended 2016 Operating Budgets and Tax Levy On September 8,2015, Council approved a property tax levy of$9,613,254 which is a 4.9% increase over the 2015 property tax levy. Since then there have been some line item reallocations,but the levy amount remains the same. The final budget will be brought to the December 7,2015, Council meeting for approval. Line item changes are as follows: Decrease in human resources budget per council direction ($22,000) Increase in elections budget—equipment $22,000 Increase in police budget—radio fees/warranty $ 5,000 Increase in fire budget—human resource costs—training $15,000 Decrease in permit revenues $14,702 Decrease in administrative reserve ($34,702) Increase in community development(2015 project carryover) $10,000 Increase in misc.revenue(comm. dev. carryover, fund balance) ($10,000) The 2016 budget provides for union contracts,benefits arrangements,the wage study plan, retirement contributions and estimated worker's compensation benefits. It also provides for debt repayment obligations, invests in deferred equipment for the fire department, spends LGA to bridge deferred vehicle needs in the fire CIP and the general equipment fund. It also continues long-term funding for the streets CIP, fire relief association, seal coating,trail and building maintenance. The changes in the 2016 net tax levy from the 2015 net tax levy include: Decrease in fiscal disparities revenue $133,173 1.46% Decrease in permit revenue $114,702 1.26% Increase in transfers out,primarily fire CIP $110,700 1.21% Increase in fire-SCBA,turnout gear,Toughbook computers $96,545 1.05% Increase in technology costs, excluding fire $46,278 .50% Increase in police radio subscriber fees&warranty $ 15,039 .16% Increase in human resource costs—fire training $ 15,000 .16% Decrease in the debt levy(MSA$'s) ($88,880) (.97%) All other remaining line items combined $ 6,589 .07% Council Work Session Minutes November 9,2015 Page 2 The tax impact on an average residential home of$212,787 would be an annual tax increase of $45.81 or$3.82 per month. The market value for residential properties declined; commercial, industrial, apartments and rural vacant remained the same; and utility,railroads and personal property increased. Councilmember Pitcher noted the motion to approve the preliminary budget included a to-be- determined position. This is reflected as the$22,000 human resources reduction. He felt the $22,000 was minimal and recalled previously there was a$75,000 amount. City Administrator McKnight stated the motion was to cut a position and that has not been announced. The$75,000 was getting from a 4.9%to 3.99%tax increase. This will be the third position cut for 2016. Mayor Larson asked when we get to the point of diminishing return with cutting people or are we there. Soon it will be costing us money to save money. Regarding 2017, Councilmember Bonar stated the cost of debt will be approximately$450,000 which would equate to a 3.35%levy increase in 2017. He asked about the fixed cost for human resources and the increase in that for 2017. These are things we have agreed to. Everything else is optional. Staff stated the debt is approximately a 4%increase and you could add 2%to 3%for people which would come to a 6%to 7%tax increase. Staff will work on 2017 in early 2016. Councilmember Bonar wanted to lay the ground floor because unless we tend to default on our debt or written agreements with others we know that to not be at 6%or 7%means we will have to cut to reduce that number. Each percent is about$100,000. Staff's approach to the budget is to put everything on the table and then sort out what is most important. Council reached a consensus that this budget meets Council's intent. The basic elements of this budget are due to a lack of revenue from permits, a lack of revenue from fiscal disparities and an increased investment in the fire department. That gets us to 4.9%. City Logo Discussion Based on the survey results,the design team prepared some revised logos for Council review. Council asked what the arch is supposed to represent. Some people see a bridge, or two bridges, the top of a barn, fields and water. Council appreciated seeing the logo examples on various items. Comments were they had no problem with the current logo,the new design paints elements of the existing logo differently and they did not understand the purpose of the pine trees. Some cities have just the name and not a logo with it. It was determined to redesign the website with the current logo. City Administrator McKnight received a logo design from a resident and presented it to Council. It contains a barn and silo because Farmington's name is not changing.You cannot take the farm out of Farmington. The sunrise color in the top background represents the future of the town. The grass in the bottom half represents our growth. The Farmington in the arch represents the bridge. The resident would allow up to three changes and prepare the design at minimal cost. There is no reason for Council to make a decision right away. City Administrator McKnight suggested a change to minimize the barn and silo and make it an outline and put a city in the background. Councilmembers did like this design. Staff felt at this point it made sense to move forward with the website redesign with the current logo and revisit this at a later time. Council agreed. Council Work Session Minutes November 9,2015 Page 3 Authorizing 195th Street Reconstruction Project Internal Loan from the Storm Water Trunk Fund to the General Fund The 195th Street reconstruction project will be paid through three sources, a construction draw through MSA dollars in the amount of$1 million,bond proceeds from the 2015A bond sale and an internally funded loan. The loan amount is not known. Staff proposes to adopt a loan with a not to exceed amount of$1,641,250. The county has estimated the project cost will be$900,000 over the original contract amount which is within the 10%contingency. The city cost was estimated at$5.8 million. With the$900,000 increase we are within 5%to 6%of that. Our share of the increased amount is$405,000. The source of the loan will be the storm water trunk fund and MSA dollars will be used to repay the loan. Council will have to levy sufficient funds to repay the loan as part of the 2029 debt levy so the loan is repaid in full on or before February 1,2030. Council agreed. Early Redemption of the Remaining Series 2005C Bonds An internal fund from the storm water trunk fund would be used to refund these bonds. These bonds were issued to finance fire station 2. The amount of the loan would be$1,385,000 and the city would save$189,000 in interest. Council agreed. Utility Billing The city presently uses eUtility Billing to provide an electronic interface for utility billing customers. They can look at their account balance online,register for electronic bills,and if previously registered they can view their invoice online. They are not able to see any history. The city also provides for electronic payment options by debit/credit card either online or by phone which is provided through Paymentus. The eUtility Billing software has limited features and is very expensive. LOGIS and member cities interviewed five vendors and two have been selected. The city has to choose one of the two vendors as LOGIS will no longer support the current arrangement after December 2016. The two vendors selected are InvoiceCloud and Paymentus. Staff recommends using InvoiceCloud. This vendor provides many features for the customer and would save staff time. A summary of the features are each customer can set up a courtesy e-mail for the landlord-tenant account,their ID is their e-mail address,they do not have to register to make a payment and can make one-time payments. Customers can also receive e-mail alerts when their bill is due. It also provides a much more efficient process for third party checks. The cost is$.25 per check. InvoiceCloud will match what we currently pay. Paymentus proposes a reduction. The current Paymentus contract expires June 18,2016,and it requires six months' notice. We would not be able to transition fully until next June,but staff would like to start the third party checks process as soon as possible. Finance staff feels with this software they would be able to handle an increase in accounts in the future without having to add staff. Council agreed to use InvoiceCloud. Staff asked Council for consideration on the delinquent date for utility bills. Right now the ordinance states a customer has three additional business days after the due date before the bill is considered delinquent. There are several ways bills can be paid, so staff proposes changing the Council Work Session Minutes November 9,2015 Page 4 definition of delinquent to the day after the bill is due. This will require an ordinance change. Council consensus was to make the delinquent date the day after the due date. Staff will begin to notify residents and make the change effective in June. Another issue is we currently certify accounts once a year. Staff asked if Council would be open to certifying more than once a year those accounts that exceed a certain dollar amount. There are some customers with multiple properties and they do not pay any of them. If they were to file bankruptcy,the city is more exposed to loss. Staff suggested anytime an account is over$2,000 the certification process would start on that account. The traditional certification process would also be done. This will require an amendment to the fee schedule. Council agreed. Fund Balances—Committed In April Council approved an updated fund balance policy. One of the GASB rules is if we are going to commit funds it has to be done before year end. Staff provided a list of funds to be committed and the purpose. Council agreed to the classifications. Other Items • Councilmember Pitcher noted Council received an e-mail regarding the current pet ordinance allowing just two dogs. A resident would like to have it increased to three dogs with a maximum aggregate of five between cats and dogs. Cats are currently not licensed. Council consensus was to leave the ordinance as is. MOTION by Pitcher, second by Bonar to adjourn at 8:20 p.m. APIF,MOTION CARRIED. Respectfully submitted, Cynthia Muller Executive Assistant 0ARM4 City of Farmington A° CI 430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 .4 p ft* WWw ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Lena Larson SUBJECT: Adopt Resolution Approving Submittal of an Application and Joint Powers Agreement for Landfill Abatement Funds from Dakota County-Municipal Service DATE: November 16,2015 INTRODUCTION Dakota County has provided landfill abatement funding assistance to communities in Dakota County since 1989. Dakota County Solid Waste Ordinance 110 requires each municipality in the county to have a solid waste abatement program that is consistent with the Dakota County Solid Waste Master Plan. DISCUSSION The Master Plan supports performance-based funding for communities to develop and implement waste abatement programs, education, and outreach. Communities receive performance-based funding in part from pass-through grants from the state. Funding amounts are contingent upon available state and county funds, and reflect the funding levels presented to the County Board as part of the annual budget. The 2016 funding amount for Farmington is $23,000 to assist the county in meeting the 2016 priority goal of providing public area recycling and working towards a 2017 goal of organics diversion. These funds assist the city in producing and distributing literature,promotional items, and programs and events that promote waste reduction and recycling programs in Farmington. BUDGET IMPACT The year 2016 reimbursement for Farmington is $23,000. ACTION REQUESTED Approve the attached resolution approving submittal of a grant application to and joint powers agreement with Dakota County. ATTACHMENTS: Type Description © Resolution Resolution ® Backup Material 2016 Community Funding Application © Contract Community Funding Joint Powers Agreement with Dakota County RESOLUTION NO.R62-15 APPROVING AN APPLICATION and JOINT POWERS AGREEMENT WITH DAKOTA COUNTY FOR WASTE ABATEMENT FUNDING ASSISTANCE Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Farmington, Minnesota, was held in the Council Chambers of said City on the 16th day of November, 2015 at 7:00 p.m. Members present: Larson, Bartholomay, Bonar, Donnelly,Pitcher Members absent: None Member Bartholomay introduced and Member Bonar seconded the following resolution: WHEREAS, according to the Dakota County Solid Waste Master Plan, Dakota County presently provides funding assistance for landfill abatement activities based on performance based funding; and, WHEREAS, the City presently has an integrated resource recovery system of which curbside collection of yard waste and recyclables are major components, and would be eligible for funding under the County program. NOW THEREFORE, BE IT RESOLVED that the application and Joint Powers Agreement for Dakota County Waste Abatement Funding Assistance, a copy of which is on file in the office of the City Clerk, is hereby approved. BE IT FURTHER RESOLVED that the City Administrator is hereby authorized and directed to execute and forward the 2016 Community Funding Application, and the Mayor and Administrator are hereby authorized and directed to execute the attached Joint Powers Agreement for Waste Abatement should the Application be approved by Dakota County. This resolution adopted by recorded vote of the Farmington City Council in open session on the 16th day of November, 2015. Mayor Attested to the /V16 day of November, 2015. City Administrator SEAL Dakota County,Physical Development Divisioh Environmental Resources Department Jenny Kedward,952-891-7043,ienny.kedward@co.dakota.mn.us Application process:Joan Kowski,952-891-7965, C O U N T Y loan.kowski @co.dakota.mn.us Farmington 2016 Dakota County Community Funding Application Packet Application Packet and JPA Submittal Due Date: November 30,2015 Funding Period: January 1,2016-December 31,2016 2016 ANNUAL REPORT DUE DATE February 15,2016 Date Application Submitted ,2015 Submit completed Application Packet by: 1.Uploading to the Dakota County Local Solid Waste Staff(LSWS)SharePoint web site URL: https://extranet.co.dakota.mn.us/sites/Isws 2.Sending electronically to iennv.kedward@co.dakota.mn.us 3. Mail to: Jenny Kedward Dakota County Physical Development Division 14955 Galaxie Avenue Apple Valley,MN 55124 J Main Contact for Municipality Designated Liaison: Lena Larson Title: Municipal Services Coordinator E-mail: Ilarson @ci.farminston.mn.us Phone: 651-280-6905 Mailing Address: 430 Third Street City/State/Zip: Farmington, MN 55024 I Secondary Contact for Municipality Designated Back-up: Todd Reiten Title: Director of Municipal Services E-mail: treiten @ci.farmington.mn.us Phone: 651-280-6903 Communications contact(if applicable) Name: Danielle Cahlander Title: Communications Specialist E-mail: dcahlander @ci.farmington.mn.us Phone: 651-280-6807 Main Park Contact for Priority Issue(if applicable) Name: Jeremy Pire Title: Parks&Facilities Supervisor E-mail: ipire @ci.farmington.mn.us Phone: 651-280-6902 Municipality: Farmington Funding Year: 2016 List of documents and information required as part of the Joint Powers Agreement for Community Funding. 1. Copy of the Official Resolution or Minutes of the Proceedings Attach an official action from the governing body(e.g.,City Council or Commission) requesting the funding allocation OR a certified copy of the official proceedings of the governing body approving the funding allocation. 2. Work Plan Complete the Work Plan(below)that includes recycling rate goals,activities,timeline,deliverables and anticipated measurements. 3. Requested Budget Fill in the summary below and attach an itemized budget in Part V. Fund Request County Fund Eligibility Admin,Outreach/Education, Priority Issue $23,000 Waste Tire Activities(RSWC Only) TOTAL $23,000 4. Compliance with Public Entity Laws Yes No* MN Stat.115A.151(internal recycling programs for facilities X under the municipality's control) MN Stat.115A.552(community recycling programs in place) X MN Stat.115A.552(residents have the opportunity to recycle) X MN Stat.473.848 and 115A.471(management of solid waste X collected under contract from municipal operations) *If no,identify the timeline and steps being taken to obtain compliance. I certify that this 2016 Community Funding Application Packet was prepared under my direction or supervision, and that the information is true,accurate,and complete to the best of my knowledge. I certify that a 2016 Annual Report demonstrating compliance with this application will be submitted to the Department by February 15,2017. Lena Larson Name of person completing document Signature(electronic signature acceptable) Municipal Services Coordinator 10/28/2015 Title Date 2 2016 Work Plan/Annual Report I. Administration and Internal Recycling Local Solid Waste Staff(LSWS)Meetings GOAL:Open communications to share activities and results between County and Municipal staff. The municipality's designated Municipality Liaison must plan to attend at least FOUR out of the following six LSWS meetings per year. REPORT: When submitting the Annual Report,check each box next to the meetings attended. 2016 Dates ❑ January 14 ❑ July 14 ❑ March 10 ❑ September 8 ❑ May 12 ❑ November 10 internal Recycling Rates GOAL:Show compliance with MN Stat 115A.151 to maintain recycling program for facilities under the municipality's control.Also, communicate effectiveness of waste diversion activities in municipal operations to County. List each building the municipality owns and/or operates and the recycling rate goal for each. REPORT:At the end of 2016,a recycling rate will be required for report submission.This can be obtained by asking your hauler what the trash and recycling tonnages were for each building. It is suggested to keep track of this information monthly or quarterly.Work with your municipal representative that handles contracts and/or invoices from the hauler. 2016 PLAN 2016 REPORT Recycling Annual recycling Annual waste City Building Rate Goal weight(tons) processing weight Recycling rate* (tons) City Hall 25% Maintenance Facility 25% Law Enforcement Center 25% Fire Station#1 25% _ Fire Station#2 25% *Recycling rate=recycling weight/(recycling weight+waste weight) NOTE:to add more rows, click in the last box in the table and hit the TAB key. 3 Internal Recycling Education and Activities GOAL: Promote recycling and waste reduction in the municipality's administrative buildings to help reach recycling rate goal. List the activity,general message, date and type of measurement(e.g., attendees at a presentation, number of labels placed on bins)for each internal outreach activity. REPORT: Update the table with actual measurement in last column when submitting the annual report. Activity/event/ Date of activity What will you 2016 REPORT: Communication piece measure? Actual Metric Example:Presentation at Parks Dept. 3/14/16 Number of 21 attendees staff meeting attendees (84%of staff) Information in employee Various— Number of newsletters(City Space) seasonally messages& appropriate and number of reviewed by the newsletters Green Team emailed II. Outreach and Education Website content GOAL: Consistent recycling and waste abatement messaging throughout the County. © I verify that all information on the municipal website regarding solid waste reduction, reuse, recycling, organics diversion and household hazardous waste links to applicable County webpages. Required Communication GOAL: Inform residents about curbside recycling opportunities and household hazardous waste services at The Recycling Zone. Each municipality is required to produce at least one written communication to every new and existing household for each of the following topics: • Curbside recycling • The Recycling Zone services List the outreach method,general message, date produced and type of measurement(e.g., number of newsletters distributed)for each activity. REPORT: Update the table with actual measurement when submitting the annual report. Outreach mechanism and topic Date What will you 2016 REPORT:Actual Metric measure? Example:City newsletter identifies 9/1/16 Readership 1 page of newsletter curbside recycling materials 13,853 residents 10 new residents Community Calendar to all Recycling Distribution—1 residents The Recycling calendar for each Zone household HHW Community Calendar to all new Recycling Distribution- 1 residents—new&existing The Recycling calendar for each new !, homes Zone move-in HHW 4 Required Outreach (Large Communities only) Required of the Rural Solid Waste Commission and communities with over 1,000 households. GOAL: Education to increase recycling and waste reduction. Each municipality must complete at least FOUR eligible educational activities not covered in the above tables. Suggestions are listed below but other activities may be approved by Department. List the type of measurement(e.g., attendees to a presentation, number of articles published). REPORT: Update the table with actual measurements when submitting the annual report. Outreach mechanism Message Date What will you 2016 REPORT:Actual measure? Metric Example:Host a booth at the What to 5/5/16 Event attendance 60 attendees annual Arbor Day Event recycle curbside Social Media Posts Seasonally Ongoing Followers- appropriate- 1742 Facebook Recycling, 947 twitter HHW, etc. As of 10/14/15 Table at Community Recycling 1/30/16 Event attendance, EXPO interactions,#of promo items given away Coordinate Earth& Recycling 4/30/16 Event attendance,#of Arbor Day—following volunteers, Pond& Park Cleanup Pounds of trash collected Coordinate Pollution Recycling 9/16/16 Event attendance— Prevention Day HHW approximate 550-4th graders Articles in City News Recycling 2/16/16 Distribution:School and Recreation Guide HHW 4/9/16 District mailing list Misc. 8/6/16 Seasonally 11/28/16 appropriate or as directed by County staff NOTE:to add more rows, click in the last box in the table and hit the TAB key. Eligible Educational Activities • Sponsor an event for Earth Day,America Recycles Day or Pollution Prevention Week • Coordinate an event for a school(s)about recycling,waste reduction or HHW • Distribute an additional printed outreach piece about recycling or waste reduction • Presentation/activity to community group (minimum 10 attendees) • Staff a booth at a community event with waste abatement information (minimum 50 attendees) • Post social media messages(posts must be at least monthly) • Other educational activity as approved by Department staff as part of the work plan meeting 5 III. Waste Abatement Activities and Planning GOAL: Increase residential recycling in Dakota County. Each municipality must develop programs to increase residential recycling. Use the table to list events and activities where materials are collected to be recycled or reused (not disposal).Activities that do not fit into the table requirements should be listed in the narrative below the table. REPORT: Update the table with actual measurements when submitting the annual report. Update the event/activity narrative with activity outcomes and describe efforts completed and actions in the 2017 waste planning narrative. Collection Events and Activities List the event or activity, date conducted, how it was promoted and the type of measurement(e.g.,attendees to an event,weight or volume of material collected). Event promotion may also be used in residential outreach and education (above) if the activity also communicates general recycling,waste reduction and reuse knowledge.Activities that are not associated with a date should be described in the narrative question. Event/activity Name Date of Promotion of What will you 2016 REPORT:Actual activity activity measure? Metric Example:"Recycle Your Holiday 12/1/15- Facebook posts Pounds of lights 47 lbs.of string lights Lights"drop-off at Burnsville Ice 1/31/16 Website collected Center Newsletter article CFL Drop-off 1/1/16- Social Media Number of 12/31/16 Newsletter bulbs collected • Curbside Cleanup Days- 4/23/16 Newsletter Total of Electronics&appliances 4/30/16 Social Media appliances 5/7/16 Newspapers and pounds of 5/14/16 electronics 5/21/16 recycled NOTE:to add another row,click in the last box of the table and press TAB. NARRATIVE: Describe other waste abatement activities and/or program development conducted by municipality, such as managing bulky waste. Waste Abatement Planning 1. Describe efforts to identify a quantitative waste diversion baseline and annual goal for your municipality(e.g., pounds recycled per household). The City of Farmington will continue to work with our recycling contractor, DSI/LSI, to get accurate data for trash and recycling collection to assist in assessing progress. 2. Describe planning efforts to implement municipality-wide organics diversion. The city is willing to explore a pilot project collecting organics with MSW with Dakota County and Blue Bag Organics to better understand at what point it becomes economically feasible(for the customers)to incorporate a larger scale co- collection program. Perhaps reviewing the current funding request and resubmitting one with a residential focus. 6 3. Describe what actions will be taken and an estimated timeline to implement organics collection at city- owned/operated buildings, beginning in 2017. List city administrative buildings and the types of areas within each building that have potential for organics diversion(e.g.,break rooms, kitchens). In 2016 we will evaluate building needs and research infrastructure, educational, and hauling costs. 7 IV. Priority Issue: Public Space Recycling GOAL: Provide consistent recycling opportunities for public gathering areas, including parks, public areas,events and in municipally-owned non-administrative buildings. Municipalities must coordinate to offer recycling in public areas by the end of 2016. REPORT: Fill in the 2016 Report columns with actual diversion measurements. Parks and public non-administrative buildings Parks/Recreation Number of Best Management Practices 2016 REPORT Centers with recycling recycling (mark X if completed) bins All bins Bins Labels have Recycling Recycling paired labeled pictures weight(Ibs) Rate* (%) Rambling River Park 15 x x x Dakota County Estates Daisy Knoll Evergreen Knoll* 3-5 Fairhills* 3 Farmington Preserve Hill Dee* 3 Lake Julia Meadow Creek Third Addition Meadowview* 5 Pine Knoll Park* 3-5 Prairie Waterway _ Silver Springs • Tamarack _ Vermillion Grove Westview Acres *Recycling rate=recycling weight/(recycling weight+trash weight) What will you need to complete the BMPs for each of these parks in 2016? Fifteen recycling containers have been requested to pair with garbage cans at *parks(may need 4 more).After that we need to determine the number of waste stations necessary at each park and obtain enough recycling containers to pair with them. City-sponsored events *Waste 2016 REPORT diversion rate Weights =(recycling Recycling, (recycling, Waste weight+ Date(s) Estimated Organics, organics, diversion organics Name of Event of event Attendance or both? Event location trash),lbs rate* (%) weight)/ Downtown (recycling Dew Run 6/18/16 500 Both weight+ Farmington organics weight+trash weight) What will you need to complete the BMPs for each of these events in 2016? 8 2016 Community Funding Budget and Expense Form Municipalities must enter estimated costs per line item based on the total community allocation. LNIF allocations are identified separately. Please list all municipality contributions (i.e.,financial, staffing, other). Use another table if necessary. Municipality contributions are not mandatory but help the Department identify needs for this program.The total County share may not exceed the "amount of funds eligible for" provided by County staff in the application. Funding from budgets may not be carried over to the next year. For the RSWC,the total County share will include waste tire activity funds. REPORT: Update the table and % FTE with actual data when submitting the annual report. County Funds Municipality Total Expense Funds/In-Kind (County+Municipality) Funds/Staff Salary 3000 15000 18 000 Mileage 100 100 Training/Subscription/Membership 500 500 Consultant/temporary help Design/printing 3000 3000 Distribution/mailing 2000 2000 Advertisement 2400 2400 Promotional Items 5000 5000 Special events fees 6000 6000 Data collection/evaluation Software/Misc. 1000 1000 LNIF TOTAL* $23,000.00 $ 15,000.00 $ 38,000.00 *NOTE:To update formulas, press Ctrl+A,then press F9 Total percent FTE for your municipality to coordinate this program: 20 % 9 Community Funding Performance Scorecard To be filled out by County staff to aid communities in completing annual work plan. Community: Year reviewed: The Community Funding Program enables each municipality to work with Department staff to develop and implement projects and programs for waste abatement towards achieving Master Plan objectives. Work needs to be I. Administration and Internal Recycling done in this Meets goals funding year to meet goals Residential Curbside Recycling Services Provided Residents have access to curbside recycling through a private hauler or municipality-sponsored program. Designated Municipal Liaison or Back-up attended at least 4 out of 6 municipality/county meetings per year. Municipality participated in and submitted annual Work Plan and Budget. Recycling efforts in municipal operations. Education to municipal employees about recycling and waste reduction. Annual report is complete and submitted on time. Report quantitative measurements for recycling,organics(if applicable), and trash for internal operations. Work needs to be II. Waste Abatement& Residential Recycling done in this Meets goals funding year to meet •oals Communications&Outreach Municipality uses resources from the Residential Toolkits (articles, images, etc.) provided by the Department. Printed and electronic recycling resources for residents follow the Dakota County style guidelines for logo and website references, and use terminology and/or images provided by the Department. The municipality website content for solid waste management and household hazardous waste links to the County's respective webpages. At least one written communication is distributed to every 1 new and existing household about recycling,waste reduction and/or reuse. 10 At least one written communication is distributed to every new and existing household about The Recycling Zone services. At least four additional education activities accomplished from a menu of options developed by the Department(large communities only). Accuracy of information is verified with Department staff before distribution. Printed materials identify funding source. Report quantitative and qualitative measurements related to Master Plan objectives for each communication and outreach activity. Operations, Programs& Recycling Events A municipality waste diversion baseline and annual goal for municipality is developed. Programs to increase residential recycling are developed and implemented. A plan to implement organics diversion in City- owned/operated facilities in 2017 is developed. Planning is underway to implement municipality-wide organics diversion. Report quantitative and qualitative measurements related to Master Plan objectives for each project/program activity. Work needs to be Priority Issue done in this Meets goals funding year to meet goals Recycling collection is offered in municipality-owned non- administrative facilities (e.g., community centers)following best practices. Recycling collection is offered in parks and along major trails as well as applicable public areas following best practices. Recycling collection is offered at municipality-sponsored events following best practices. Recycling and trash containers are labeled with signs/labels provided by the Department. Residents and applicable coordinators/staff are educated about recycling in parks, public areas and events. 11 JOINT POWERS AGREEMENT BETWEEN THE COUNTY OF DAKOTA AND THE CITY OF FARMINGTON FOR 2016 WASTE ABATEMENT COMMUNITY FUNDING This Agreement is between Dakota County(County)and the City of Farmington(Municipality). WHEREAS, Minn.Stat.§471.59 authorizes local governmental units to jointly or cooperatively exercise any power common to the contracting parties;and WHEREAS,the County of Dakota(County)and the cities and the Rural Solid Waste Commission (RSWC) are governmental units as that term is defined in Minn. Stat.§471.59; and • WHEREAS, Metropolitan counties are responsible for waste management policy and programs(Minn. Stat.§115A.551);and WHEREAS,counties may require local cities and townships to develop and implement programs, practices,or methods designed to meet waste abatement goals(Minn. Stat.§115A.551);and WHEREAS,Dakota County Solid Waste Ordinance 110 requires each municipality in the County to have a solid waste abatement program that is consistent with the Dakota County Solid Waste Master Plan (Master Plan);'and WHEREAS;by Resolution 12-154(March 27,2012),the Master Plan (Master Plan)was adopted by the County Board of Commissioners,and was subsequently approved by the Minnesota Pollution Control Agency on May 24,2012;and WHEREAS,the Master Plan includes multiple strategies to enhance and leverage resources to help the County meet waste management objectives;and WHEREAS,the Master Plan identifies performance-based funding for Municipalities to develop and implement waste abatement programs,education, and outreach;and WHEREAS,community funding and waste tire activity amounts are established by the County Board each year as part of the Environmental Resources Department(Department)budget;and WHEREAS,by Board Resolution#15-42$,the.County Board approved 2016 community funding as presented to the Physical Development Committee of the Whole on August 18,2015,contingent upon the availability of funds and subject to funding levels approved by the County Board as part of the 2016 budget;and WHEREAS,the Program continues responsibilities to increase curbside recycling,promote The Recycling Zone services,develop municipality-wide diversion metrics and implement recycling in public gathering areas;and WHEREAS,new Program responsibilities include reporting documented waste tonnages and developing a plan for organics diversion in 2017 for municipality-owned/operated buildings;and WHEREAS,the RSWC has an additional responsibility for waste tire activities for residents in rural Dakota County; and WHEREAS,County responsibilities include providing messages,images,terminology,best practices templates, infrastructure,providing hauler report data and developing resources for organics diversion as a 2017 priority issue;and 1 • WHEREAS,separate Joint Powers Agreements with cities and the Rural Solid Waste Commission identify community and County responsibilities and fund allocations. NOW,THEREFORE, in consideration of the mutual promises and benefits that the County and cities/Rural Solid Waste Commission shall derive from this Agreement,the County and City of Farmington hereby enter into this Agreement for the purposes stated herein. SECTION 1 PURPOSE The purpose of this Agreement is to provide for cooperation and funding between the County and the Municipality for the implementation and operation of a local comprehensive landfill abatement program by the Municipality in accordance with this Joint Powers Agreement and the 2016 Dakota County Community Funding Application Packet(attached and incorporated herein as Exhibit 1)that is submitted by the Municipality. SECTION 2 PARTIES The parties to this Agreement are the County of Dakota, Minnesota and the City of Farmington (Municipality). SECTION 3 TERM Notwithstanding the dates of the signatures of the parties,this Agreement shall be in effect January 1, 2016,and shall continue in effect until December 31,2016, or until termination in accordance with the provisions herein.This Agreement may be amended in accordance with Section 12 and incorporation of subsequent years'approved funding application packet. SECTION 4 COOPERATION The County and the Municipality agree to cooperate and use their reasonable efforts to ensure prompt implementation of the various provisions of this agreement and to, in good faith,undertake resolution of any dispute in an equitable and timely manner. SECTION 5 PROGRAM 5.1 PROGRAM PURPOSE.The Dakota County Board of Commissioners adopted the 2012-2030 Solid Waste Master Plan(Master Plan)on March 27,2012, as required,to implement the Minnesota Pollution Control Agency's(MPCA)2010-2030 Metropolitan Solid Waste Management Policy Plan.The Master Plan identifies performance-based funding for Municipalities to develop and implement waste abatement programs,education,and outreach.The Community Funding Program's primary purposes are to:ensure that residents have the opportunity to recycle;and to develop, implement,and maintain projects, programs,practices,and methods to meet waste abatement objectives as described in the Master Plan. The Community Funding Program supports the County's efforts for broad-based education and implementation of local programs and projects for waste reduction,reuse,recycling,hazardous waste management,and organics diversion as described in the Master Plan. 5.2 ELIGIBILITY. Eligible Municipalities include all cities in Dakota County and the Rural Solid Waste Commission(RSWC)representing the 13 townships,and six small cities in rural Dakota County. 2 5.3 ANNUAL APPLICATION,WORK PLAN AND BUDGET.Annually, each Municipality shall submit an Application,Work Plan,and itemized budget breakdown for each funding activity to the Department by the due date specified in writing by the Department and on forms provided by the Department.Public entities have statutory obligations for waste management that are more restrictive than obligations of the private sector.The Application requires communities to identify the status of compliance during this funding period. If not in compliance,communities must identify a timeline and steps being taken to comply.Referenced statutes include: MN Stat. 11 5A.1 51 (internal operations recycling); MN Stat. 115A.552(programs to meet the County's recycling goal); MN Stat. 115A.552(providing the opportunity to recycle);and MN Stat.473.848 and 115A.471 (internal waste management).The Work Plan shall include a description of annual waste abatement and Priority Issue Program activities and actions, completion date,and methods for qualitative and quantitative measurement for each education/outreach and project/program-activity. 5.4 IMPLEMENTATION.The Municipality shall develop,implement,and operate a local comprehensive landfill abatement program that complies with the Master Plan, Dakota County Solid Waste Ordinance 11.0 and Exhibit 1. [For RSWC only 5.41 COMPLIANCE WITH LAWS/STANDARDS.If a waste tire collection event is conducted,the RSWC shall abide by all federal,state,or local laws,statutes,ordinances,rules and regulations, including management of the waste tires collected.] 5.5 RECYCLING. Municipalities must ensure the opportunity to recycle exists for all residents and businesses.Municipalities must develop and implement programs to increase residential recycling, including at least bi-weekly curbside recyclables collection for single family and multi-family homes. Recyclables collected must include: plastic containers;three colors of glass; metal;and paper. In 2016, municipalities must continue planning to implement community-wide organics diversion.Recycling must be available for city employees.Municipalities must also ensure recycling opportunities exist in public spaces that the municipality has control over including, parks,community centers and city-sponsored events. 5.6 PRIORITY ISSUE PROGRAM.The County,with input from Local Solid Waste Staff,develops a Priority Issue Program to accomplish during the multi-year Master Plan reporting cycle.For 2016,the Priority Issue will continue to be to increase recycling by expanding the opportunity to recycle for public gatherings,including at city-sponsored events,parks and non-administrative facilities(e.g.,community centers): o Recycling collection is offered in municipality-owned non-administrative facilities (e.g.,community • centers). o Recycling collection is offered in park shelters and along major trails as well as applicable public gathering areas. o Recycling collection is offered at city-sponsored events. o Park,event,public gathering areas and internal recycling and trash collection containers are identified with color-coded signs/labels consistent with the County template. o Residents and applicable coordinators/staff are educated about recycling in parks, public gathering areas and events. o Previous year data is submitted to Department staff for recycling, organics(if applicable),and trash in public spaces to ensure recycling is occurring. o Education of municipal staff and public space visitors about what to recycle and general recycling efforts. Department staff will identify effective strategies and provide newly-developed materials for municipalities to implement the Priority Issue Program. For 2017-2020,the Priority Issue is focused on organics diversion and multi-family recycling.This is subject to change pending Legislation or County strategic planning. 5.8 PERFORMANCE.The County will evaluate the Municipality's performance pursuant to the criteria set forth in this Section.A Performance Scorecard for each Municipality will be used by Department staff for a 3 • qualitative analysis of municipal programs and activities.The Scorecard is developed annually by Department staff with input from LSWS.The Scorecard will be used to create the Work Plan. The Master Plan identifies numeric objectives for waste reduction, recycling,organics recovery,resource . recovery,and land disposal in five-year increments. Each Municipality's program must be designed to support the Master Plan objectives, as demonstrated cumulatively through annual reporting. itkuflli'��,QWWEtPvsn 2015 2020 2025 2030 Reduction&Reuse 1-2% 2-4% 3-5% 4-6% Recycling 45-48% 47-51% 49-54% 54-60% Organics Recovery 3-6% 4-8% 6-12% 9-15% Resource Recovery 32-34% 32-33% 30-31% 24-28% Land Disposal ceiling) 20% 17% 15% 9% Monthly updates and metrics must be submitted to the Department for communication activities(e.g., newspaper readership for paid advertising). In preparation for the annual report,it is recommended that monthly or quarterly metrics are also submitted to the Department for waste, recycling and organics(if applicable)tonnages and resulting recycling rate for: o City-sponsored events • o Parks o Municipally-owned buildings Continuing in 2016,the County will provide recycling and waste data gathered from hauler reports to assist each Municipality in identifying a quantitative waste diversion baseline for the community as a whole, and annual community diversion goals to help meet the Master Plan objectives. 5.9 ANNUAL REPORT.By February 15,2016,the Municipality shall submit its Annual Report for the year 2015,in the form prescribed by the County.The Annual Report is a measure of the Municipality's performance of the activities identified in the Application Packet and described in Section 5.8.[For RSWC only:The Annual Report shall include the waste tire management activities and metrics.If a waste tire collection event is conducted,the Annual Report shall identify the location, hauling and disposal costs, and number of tires collected.]Changes in any funding amounts submitted in the Application must be identified in the Annual Report. SECTION 6 FUNDING 6.1 FUNDING AMOUNT. Communities receive performance-based funding in part from pass-through grants from the State. Funding amounts are contingent upon available State and County funds,and reflect the funding levels presented to the County Board as part of the annual budget. The 2016 funding for the Municipality shall be in the total amount not to exceed$23,000,as set forth in Exhibit 1, Section V. [For RSWC only:6.12 WASTE TIRE MANAGEMENT FUNDING.Dakota County shall pay the RSWC an amount not to exceed$11,040 for waste tire management in 2016 for rural Dakota County residents.] 6.2 FUNDING PAYMENT.Contingent upon receipt(by February 15,2016)and approval by Department staff of the Municipality's Annual Report for the funding year 2015,the County will pay the Municipality the funding amount set forth in paragraph 6.1 above for 2016. Payment will be made in one installment within 30 days of receipt of the Application and Annual Report receipt.Municipalities with a complete Application and an approved Annual Report receive 100%payment for eligible expenses. 6.3 ELIGIBLE EXPENSES.Municipalities may use allocated funds only on eligible items as described below. Eligible expenses are for recycling projects/programs and education and outreach; priority issue 4 activities;[for RSWC only:waste tire management education and, if necessary,a waste tire collection event]and include: 6.3.1 Administration • a) Salary and benefits of personnel,full-time and temporary,and consultant services while working • directly on the planning,implementing,and promoting of eligible activities. b) Matching funds for other related grants consistent with this program(except for MPCA grants). c) Subscriptions, memberships, and training(not including out-of-state travel or lodging)necessary for eligible activities. d) Data collection and evaluation for effectiveness,efficiency, and responsiveness of landfill abatement activities. e) Oversight of municipality solid waste policy, ordinance and contracts related to landfill diversion. f) Design and implementation of projects and programs to enhance residential curbside collection programs, park and public gathering area recycling. g) Other expenses with prior written approval from the Department. 6.3.2 Education and Outreach a) Production and dissemination of education information to increase awareness and participation in recycling programs[for RSWC only: including for waste tire management]. b) Promotional items (bags,water bottles,t-shirts,etc.)with Department-approved message and logo. c) Education materials for municipal employees,such as signs,trainings and mass communication. d) Other expenses with prior written approval of the Department. 6.3.3 Eligible Expenses Specific to Priority Issue[for RSWC only:and Waste Tire Management] a) Containers for parks, events,and non-administrative municipality-owned buildings. b) Special event displays and signage. c) Bin recycling/organics/waste labels and signs for park,arena,community center and event containers. d) Permanent or reusable banners and posters for buildings, parks and events. e) Services related to recycling and organics material managemeht at public events using County- defined best management practices. f) [For RSWC only: Hauling and disposal of waste tires collected at a waste tire collection event for rural Dakota County residents.] g) Other expenses with prior written approval from the Department. 6.3.4Non-eligible expenses include: a) Expenses related to non-waste abatement waste issues(e.g.,energy,water) b) Waste collection,transportation or management(i.e., reuse, recycle,disposal),except as provided for in Section 6.3.3(e) c) Food or refreshments,unless approved by the Department as compliant with Dakota County policy 1560. Questions about an eligible expense should be directed to Department staff. 6.4 FUNDING PAYMENT ADJUSTMENTS.The Dakota County Physical Development Director shall have the authority to approve modifications to the Funding Amount as requested by the Municipality in the Application,as long as the amount payable under this Agreement does not exceed the amount approved by the Dakota County Board of Commissioners and so long as the proposed modifications are consistent with Exhibit 1. Municipalities must expend the community fund by the end of the calendar year,unless prior written approval is received from the Department. Municipalities must return unspent funds(the difference between the amount of funds provided and the amount a Municipality reports as expended) and must return funds if expenditures or activities that are determined by Department staff as not consistent with the Application and Work Plan. 5 • 6.5 FUNDING SOURCE ACKNOWLEDGEMENT.All community printed public education/communication materials shall credit the Dakota County Board of Commissioners and the Minnesota Pollution Control Agency as funding sources.Any use of the Dakota County logo and Dakota County website references must use style guidelines as prescribed by the Dakota County Communications Department. • SECTION 7 RESPONSIBILITIES OF THE PARTIES 7.1 The County,through its Environmental Resources Department,shall include the following responsibilities under this Agreement: • Administer Community Funding Program through this Joint Powers Agreement. • Develop and provide annual templates for the Application,Work Plan/Annual Report and Performance Scorecard. • Provide technical assistance for each Municipality to apply, plan for, and report on work efforts. • Develop and complete a Performance Scorecard for each Municipality. • Provide messages (e.g.,for print pieces and electronic media),templates, and images for use in community education and outreach efforts for waste abatement and for the Recycling Zone. • Provide preferred terminology based on Regionally-approved language. • Ensure municipalities are familiar with and have access to all new materials in multiple ways, including electronically. • Provide equivalent support(e.g.,technical assistance,messages,templates,images,materials) for the Priority Issue Program. • Develop and maintain waste management information on the County website. • Provide effective strategies,best practice approaches and infrastructure support(e.g.,containers, labels, among others)for Municipalities to implement the Priority Issue Program. • Provide community waste and recycling hauling data based on hauler reports. • Evaluate Municipality performance. • Allocate, manage and distribute funds. 7.2 The Municipality shall include the following responsibilities under this Agreement: • Develop, implement,and maintain a comprehensive landfill abatement program. •• Ensure the opportunity to recycle exists for residents and businesses in the Municipality. • Ensure curbside recycling services are provided for all single-and multi-family residents. • Designate a Municipality Liaison responsible for Community Funding Program implementation. • Ensure the Municipality Liaison or designee attends at least four out of six Municipality/County meetings each year. • Develop and submit an annual Application,Work Plan and itemized budget. • Conduct waste abatement education for Municipal operations. • Develop and submit an Annual Report to the Department. • Follow the Dakota County style guidelines for logo and website references,and use terminology and images developed by the Department. • Ensure Municipality website content for recycling and household hazardous waste link to the respective Dakota County web pages. • Develop and distribute at least one written communication to every new and existing household about recycling[for RSWC only:including waste tire management],waste reduction and/or reuse. • Develop and report quantitative and qualitative measurements for each communication and outreach activity,waste abatement project/program activity and event. • Except for municipalities with 1,000 housing units or less,implement at least four additional education activities from a menu of options developed by the Department. • Develop and distribute at least one written communication to every new and existing household about The Recycling Zone services. • Submit all print materials to the Department for review prior to distribution. 6 • Provide funding source credit from the Dakota County Board of Commissioners and the Minnesota Pollution Control Agency in all printed materials. • Coordinate with Department staff to identify a quantitative waste diversion baseline and annual goal. • Develop and implement collection events of materials to be recycled. • Develop and implement projects and programs to increase residential recycling. • Implement planning for community-wide organics diversion. • Ensure recycling opportunities exist in public spaces owned and/or managed by Municipality. • Establish a recycling rate goal and report tonnages and recycling rates for municipality-owned and/or operated facilities. • Develop municipality-wide diversion metrics. • Complete Priority Issue Program for public gathering areas: o Coordinate with stakeholders to identify opportunities and improvements for recycling in public gathering areas,including parks and non-administrative buildings(e.g.,community centers).Expand or initiate collection of recyclables and/or organics at special events and other away-from-home locations. o Ensure all trash,recycling and organics containers for parks,public gathering areas and events have consistent messages, images and colors,and follow best practices, as defined by the Department. o Provide education materials to Municipality employees such as signs,trainings and mass communication to implement the Priority Issue. • Report quantitative measurements for recycling,organics(if applicable),and trash for public spaces, internal operations, and city-sponsored events. SECTION 8 PROPERTY Upon termination of this Agreement, any containers,labels and/or necessary infrastructure purchased by the County and provided to the participating Municipality shall be the sole property of the Municipality. SECTION 9 INDEMNIFICATION 9.1 IN GENERAL.Each party to this Agreement shall be liable for the acts of its officers,employees or agents and the results thereof to the extent authorized by law and shall not be responsible for the acts of the other party, its officers,employees or agents. 9.2 LIMITATIONS.The provisions of Minn.Stat.§471.59,the Municipal Tort Claims Act, Minn.Stat.ch. 466 and other applicable laws govern liability of the County and the Municipality 9.3 SURVIVORSHIP.The provisions of this Section shall survive the expiration or termination of this Agreement. SECTION 10 • AUTHORIZED REPRESENTATIVES AND LIAISONS 10.1 AUTHORIZED REPRESENTATIVES:The following named persons are designated the Authorized Representatives of the parties for purposes of this Agreement.These persons have authority to bind the party they represent and to consent to modifications, except that the authorized representative shall have only the authority specifically or generally granted by their respective governing boards.Notice required to be provided pursuant to this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement,or in a modification of this Agreement. 7 TO THE COUNTY Steve Mielke, Director(or successor) Physical Development Division Western Service Center 14955 Galaxie Avenue Apple Valley, MN 55124 • TO THE MUNICIPALITY IL/4/LQ rsed, Mayor(or successor) In addition, notification to the County regarding termination of this Agreement by the other party shall be provided to the Office of the Dakota County Attorney, Civil Division, 1560 Highway 55,Hastings, MN 55033. 10.2 LIAISONS.To assist the parties in the day-to-day performance of this Agreement and to ensure compliance and provide ongoing consultation,a liaison shall be designated by the County and the Municipality.The County and the Municipality shall keep each other continually informed, in writing, of any change in the designated liaison.At the time of execution of this Agreement,the following persons are the designated liaisons: County Liaison: Jenny Kedward Telephone:(952)891-7043 Email:jenny.kedward @co.dakota.mn.us • Municipality Liaison: Name: L?ha, 1 c s '`, Telephone: 6.s/-o?g c-6 9os Email: JJ -..soh fie:. may,.CAS SECTION 11 TERMINATION 11.1 IN GENERAL. Either party may terminate this Agreement for cause by giving seven days'written notice or without cause by giving thirty(30)days'written notice,of its intent to terminate,to the other party. Such notice to terminate for cause shall specify the circumstances warranting termination of the Agreement. Cause shall mean a material breach of this Agreement and any supplemental agreements or amendments thereto. Notice of Termination shall be made by certified mail or personal delivery to the authorized representative of the other party. Termination of this Agreement shall not discharge any liability,responsibility or right of any party,which arises from the performance of or failure to adequately perform the terms of this Agreement prior to the effective date of termination. 11.2 TERMINATION BY COUNTY FOR LACK OF FUNDING.Notwithstanding any provision of this Agreement to the contrary,the County may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, Minnesota Agencies,or other funding source,or if its funding cannot be continued at a level sufficient to allow payment of the amounts due under this Agreement. Written notice of termination sent by the County to the Municipality by email or facsimile is sufficient notice under this section. The County is not obligated to pay for any services that are provided after written notice of termination for lack of funding. The County will not be assessed any penalty or damages if the Agreement is terminated due to lack of funding. SECTION 12 MODIFICATIONS • 8 Any alterations,variations, modifications, or waivers of the provisions of this Agreement shall only be valid when they have been reduced to writing, approved by the parties'respective Boards, and signed by the Authorized Representatives of the County and the Municipality. SECTION 13 MINNESOTA LAW TO GOVERN This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Minnesota,without giving effect to the principles of conflict of laws.All proceedings related to this Agreement shall be venued in the County of Dakota, State of Minnesota. SECTION 14 MERGER This Agreement is the final expression of the Agreement of the parties and the complete and exclusive statement of the terms agreed upon and shall supersede all prior negotiations,understandings,or agreements. SECTION 15 SEVERABILITY The provisions of this Agreement shall be deemed severable.If any part of this Agreement is rendered void,invalid,or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts that are void,invalid or otherwise unenforceable shall substantially impair the value of the entire Agreement with respect to either party. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date(s) indicated below. COUNTY OF DAKOTA COUNTY Georg Fischer, Director Environmental Resources Department Date of Signature: CITY OF f�r�^vri e�i�v74as , Mayor Date of Signature: -. 7 — s - ' Attest I' ` .% (title) Date o r igna4 e: Y/c -i9 a©is APPROVED AS TO FORM: Assistant County Attomey/Date -15- County Board Res.No. 15- 9 • 4i-kR194, City of Farmington v 430 Third Street Farmington,Minnesota ,,%W. 651.280.6800 -Fax 651.280.6899 . -` WWW.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Tony Wippler, Planning Manager SUBJECT: Joint Resolution Annexing a Portion of 213th Street Right-of-Way-Community Development DATE: November 16, 2015 INTRODUCTION Attached, is a joint resolution between the city and Empire Township annexing a portion of right-of-way for 213th Street West. DISCUSSION On April 20,2015 the city council adopted a resolution designating certain roads as Municipal State Aide (MSA)Streets. One portion of road that was designated was 213th Street West from Trunk Highway 3 to 12th Street. During the review of the proposed MSA routes it was determined that a portion of 213th Street West is still officially in Empire Township. In order for the city to receive MSA funding for this route it must be located within the municipal boundary of the city. The annexation is for the right-of-way of 213th Street West that generally extends east from the eastern most property line of the Trinity Campus to where 213th Street transitions into Cambodia Avenue. The subject area is described in the attachment in Exhibit A and depicted in the attached Exhibit B. Empire Township will be reviewing and taking action on the Joint Resolution on November 10,2015. BUDGET IMPACT NA ACTION REQUESTED Adopt the attached Joint Resolution annexing a portion of the 213th Street right-of-way. ATTACHMENTS: Type Description © Resolution Joint Resolution 173 Backup Material Exhibit B Depiction TOWN OF EMPIRE CITY OF FARMINGTON IN THE MATTER OF THE JOINT RESOLUTION OF THE TOWN OF EMPIRE AND THE CITY JOINT RESOLUTION OF FARMINGTON,DESIGNATING AN R63-15 UNINCORPORATED AREA AS IN NEED OF ORDERLY ANNEXATION AND CONFERING JURISDICTION OVER TO THE OFFICE OF ADMINSTRATIVE HEARINGS,MUNICIPAL BOUNDARY ADJUSTMENT UNIT,PURSUANT TO M.S.§414.0325 WHEREAS,the portion of 213th Street W.described in Exhibit A and depicted Exhibit B is currently a Town road located in the Township,and serves properties located in the City,and; WHEREAS,the urban development that has occurred in the area has resulted in additional trip generation from the properties located in the City,and; WHEREAS,the Township shall transfer by deed that portion of 213th Street W.as described in Exhibit A and depicted in Exhibit B to the City. NOW,THEREFORE,the Township of Empire and the City of Farmington jointly agree to the following: 1. The Township and City hereby establish an Orderly Annexation Area("OAA")as authorized by Minnesota Statute§414.0325,Subdivision 1,as described in Exhibit A and depicted on Exhibit B,and have determined that the area of the property involved in this annexation is approximately 2.32 acres and the population of the area is currently zero. 2. That the purpose of the annexation of the property involved in this annexation is to transfer jurisdiction over the portion of 213th Street W.as described in Exhibit A and depicted in Exhibit B from Empire Township to the City of Farmington due to the urban development that has occurred around this portion of roadway and for provision of urban services,including road maintenance and snow removal by the City. 3. That in order to accomplish this purpose,that portion of 213th Street W.as described in Exhibit A and depicted in Exhibit B should be immediately annexed to and made part of the City of Farmington. 4. Upon approval by the respective governing bodies of the City and the Township,this joint resolution and agreement shall confer jurisdiction upon the chief administrative law judge of the Office of Administrative Hearings,Municipal Boundary Adjustment Unit (or his or her successor designee responsible for administering Minnesota Statutes Chapter 414)so as to immediately annex the lands described in Exhibit A and depicted in Exhibit B in accordance with the terms of this joint resolution and agreement without the need for any subsequent resolution(s)of the parties. 5. The City and Township agree that upon annexation all planning,official controls,and governmental services for the annexed area shall become the responsibility of the City,and that the provisions of Minn. Stat.§§414.035 and 414.036 authorizing differential taxation and municipal reimbursement for the annexed property will not be applied in this proceeding. 6. The City and the Township mutually state that no alteration by the chief administrative law judge to the OAA boundaries,as described in Exhibit A and depicted in Exhibit B is appropriate or permitted. R 7. That the annexation of the property will not result in any change of electrical service and will not require joint planning since upon final approval of this joint resolution and issuance of the annexation order by the chief administrative law judge the property will immediately be fully subject to the official controls and other ordinances of the City of Farmington,including all land use controls. Further,that differential taxation under M.S.§414.036 is not required. 8. Having designated the area described In Exhibit A and depicted in Exhibit B as in need of orderly annexation,and having provided for all of the conditions of its annexation within this document,the parties to this agreement agree that no consideration by the chief administrative law judge is necessary. The chief administrative law judge may review and comment but shall within thirty(30)days order the annexation in accordance with the terms of this Resolution. Approved and Adopted Approved and Adopted this/a day of Pntfe .gee ,2015 thisl‘"kday of M//pire'kr- ,2015 :: °WN F EMP ' / CITY OF FARMINGT � � . : A BY: erry . olmes Todd Larson isIts T2 n Board Chair Its M. or AND 62,,A—___A�, o . /�._-.— AND Kathleen B.Krippne _ _ /4'e v;n se,he>r g Yr=f., Its Town Board Clerk Its City Administrator Exhibit A—Description That portion of 213th Street right-of-way described as: The North 83 feet of the SE%of the NW 1/4 of Section 32,Township 114, Range 19 Dakota County, Minnesota beginning at the West line of the SE%of the NW%of Section 32,Township 114, Range 19 Dakota County, Minnesota then extending easterly a distance of 1,217.6 feet. Containing approximately 2.32 acres. 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I t Iv:4Ai3114r ' '' Disclaimer Nap and parcel data are believed to be accurate,but accuracy is not guaranteed.This Is not a legal document and should not be substituted for a title sear h,appralsal,survey,or for zoning verification.Dakota County assumes no legal responsibility for the information contained In this data. 11/4/2015 http://gis.co.dalcota.mn.us/dcgis4/WebForms/Print.aspx?i.mg=http//gis.co,dalcota,mn.us/C,.. 11/4/2015 4 Rif City of Farmington 430 Third Street Farmington,Minnesota o 651.280.6800 -Fax 651.280.6899 •4MO www ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Jim Larsen,Fire Chief SUBJECT: Approve Elimination of Recreational Fire Permit and Fee-Fire DATE: November 16, 2015 INTRODUCTION After a recent review of permit fees, staff recommends the elimination of the recreational fire permit process and associated fees. DISCUSSION The City of Farmington has adopted by ordinance(Ord. 003-488,4-21-2003)the Minnesota State Fire Code (2000). The State fire code is due for an update in 2015. The Minnesota code has provisions for recreational fires. The City of Farmington currently requires an annual permit and fee for recreational fires. However, only open burning is detailed in city ordinance,not recreational fires.No surrounding jurisdiction requires this permit. While some residents (346)applied for this permit in 2015,many more do not. Complaints to the Fire Department regarding recreational fires since April 2015 number in the single digits. BUDGET IMPACT Reduction of$3,500.00 in recreational fire permit revenue. ,ACTION REQUESTED Eliminate the recreational fire permit and associated fee process and rely upon the Minnesota state fire code for compliance and or enforcement of recreational fires. 4111494, City of Farmington 4 430 Third Street Farmington, Minnesota 651.280.6800 -Fax 651.280.6899 • ,�„ e►�``' www.cifarmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt, Human Resources Director SUBJECT: Adopt Resolution-Consent to Change of Control of the Cable Franchise-Human Resources DATE: November 16,2015 INTRODUCTION The purpose of this memorandum is to provide a recommendation regarding the request from Charter Cable Partners,LLC (Charter)to obtain the city's consent to change control of the cable television franchise. DISCUSSION The Apple Valley,Farmington,Rosemount Cable Commission(AFRCC)retained the services of Bob Vose, with the law firm of Kennedy and Graven,to represent each of the cities on franchise related legal matters. Upon receiving Charter's FCC Form 394,the cable commission asked Mr. Vose to review and provide a recommendation regarding Charter's request for the city's consent to change control. The cable commission spent considerable time reviewing and discussing this issue and determined that granting the request to Charter's corporate restructuring is the appropriate course of action. Therefore, staff is recommending that the city council approve the attached resolution consenting to the change of control of the cable television franchise with the conditions outlined in the resolution. BUDGET IMPACT NA ACTION REQUESTED By motion, adopt the attached resolution granting consent to the change of control of the cable television franchise. ATTACHMENTS: Type Description Resolution Resolution-Consent to Change Control RESOLUTION NO. R64-15 CONSENT TO CHANGE OF CONTROL OVER CABLE FRANCHISEE Pursuant to due call and notice thereof,a regular meeting of the City Council and the City of Farmington, Minnesota,was held in the Council Chambers of said city on the 16th of November,2015 at 7:00 p.m. Members Present: Larson,Bartholomay,Bonar,Donnelly,Pitcher Members Absent: None WHEREAS,the City of Farmington("City")is a member of the Apple Valley,Farmington, Rosemount Cable Commission("Commission"),a municipal joint powers entity; WHEREAS,the Commission advises the member cities regarding cable television regulatory matters and provides community programming services to the cities; WHEREAS,the City and Commission's other member cities enacted identical cable franchise ordinances(together,"Franchise")with Charter Cable Partners,LLC, a Delaware limited liability company ("Franchisee"), an indirect,wholly-owned subsidiary of Charter Communications, Inc. ("Charter Communications"); WHEREAS,the Franchise authorizes operation and maintenance of a cable communications system and the provision of cable service in the City under specified terms and conditions and applicable law; WHEREAS,Charter Communications is currently the seventh-largest multichannel video programming distributor in the United States serving approximately 4.2 million residential video customers, including customers in 158 Minnesota communities; WHEREAS, the Franchise provides that the City "may delegate any and all regulatory authority to the Commission. A Grantee must fully cooperate with the Commission in the exercise of regulatory authority delegated by the City"; WHEREAS, under the joint powers agreement, the member cities delegated Franchise enforcement authority to the Commission; WHEREAS,the Franchise, as extended,expires on December 31,2015; WHEREAS, Franchisee requested renewal of the Franchise and the Commission and Franchisee are currently engaged in processing that request; WHEREAS, in August, 2014, Charter Communications filed an FCC Form 394 seeking approval to restructure the company("2014 Form 394"); WHEREAS, the City conditionally approved the 2014 Form 394 but Charter Communications subsequently did not complete the restructuring contemplated by the 2014 Form 394; WHEREAS, on May 23,2015,Charter Communications with its subsidiary CCH I, LLC("New Charter"),entered into agreements with Advance/Newhouse Partnership("A/N"),the ultimate parent 468668v3 RJV AP155-4 1 company of Bright House Networks,LLC("BHN"),Time Warner Cable,Inc. ("TWC"), and Liberty Broadband Corporation("Liberty")(collectively"The Agreements"),the purpose of which are to effectuate the acquisition of BHN and merger with TWC ("Transaction"),and WHEREAS, Charter Communications will merge with a subsidiary of New Charter, and all shares of Charter Communications will be converted into shares of New Charter,and New Charter will assume the name Charter Communications, Inc. ("Charter");and WHEREAS,pursuant to the Agreements,A/N,TWC shareholders, and Liberty will acquire minority ownership interests in Charter;and WHEREAS, on July 1,2015, Charter Communications filed a FCC Form 394 seeking approval for the Transaction;and WHEREAS,under the terms of the Franchise,and pursuant to Minnesota Statutes, Section 238.083, subds. 1 and 2,the Transaction constitutes a"fundamental corporate change"which,by law, "requires the written approval of the franchising authority." WHEREAS, Minnesota Statutes, Section 238.083, subd.4, provides: "[t]he franchising authority shall approve or deny in writing the [request],"and"approval must not be unreasonably withheld." NOW,THEREFORE,BE IT RESOLVED BY THE CITY AS FOLLOWS: 1. The foregoing recitals are incorporated by reference. The City conditionally consents to the Transaction as provided herein. 2. New Charter shall notify the City in writing within ten (10) days of completion of the Transaction. Such notice shall include the certification provided in the 2015 Form 394, Section V, Part II(c), stating that New Charter: Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation of the system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. Such certification shall be provided by, and executed on behalf of,New Charter. 3. Franchisee or New Charter shall reimburse the Commission and City's legal fees and other costs incurred in review of the 2015 Form 394 within thirty (30) days of receipt of an invoice detailing such fees and costs. 4. Except as specifically stated herein, the City makes no findings or representations regarding the continuing validity and enforceability of the Franchise, nor any Franchise compliance matters. The City expressly reserves and does not waive authority to enforce the Franchise with respect to any Franchise violations or compliance matters whether arising before or after the date of this Resolution, and whether known or unknown as of the date hereof. 468668v3 R V AP155-4 2 5. This Resolution shall be effective upon adoption. Violation of this Resolution shall render the City's consent to the Transaction null and void. The City shall endeavor to provide written notice of any violation of this Resolution. PASSED, ADOPTED AND APPROVED this 16th day of November, 2015. By: Name: o& Title: Mayor ATTEST: Acting City Administrator 468668v3 RJV AP155-4 3 41 i� City of Farmington p 430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 ' r.,,.,O ' www.cifannington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt, Human Resources Director SUBJECT: Approve Seasonal Hiring-Human Resouces DATE: November 16, 2015 INTRODUCTION The recruitment and selection process for the appointment of the attached list of winter seasonal staff has been completed. DISCUSSION After a thorough review by the Parks and Recreation Department and the Human Resources Office,offers of employment have been made to the individuals show on the attached spreadsheet, subject to ratification by city council. BUDGET IMPACT These positions are included in various departmental budgets. ACTION REQUESTED By motion approve the attached seasonal employment recommendations. ATTACHMENTS: Type Description © Backup Material Seasonal Staff Listing ri r-1 r-I r'I N O. O. O_ IZ O- eL O_ a▪ 4, - 4, 4' - u N N N N N N N L C▪ C C C O c CL Ca n3 Ca CD CU al CU -0 ZS if - > -a -a c c c c c c rn v CU CU v v SI a QQQQinQQ cu � U) U) i U) U) 0 0 0 0 0 0 0 x x x x x x x 110 1113 1113 c_ c b.0 1113 E E E E E E E ca co co cci co m N al ei 0, 0 0 0 0 I- 01 N O C 01 Q1 N 01 01 (-4 01 01 H I CO to N N °• •v1. to i/t to t0 N d t0 Z Z O CC O N u, N N co L ++ Z $, .0 N CC C CO C t CC m U C c N t CO = t N •X m Y O ▪ OJ ], � C GC Q Y Z ci w x E co City of Farmington 430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 r.4 www ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt,Human Resources Director SUBJECT: LELS Police Officer Unit Settlement-Human Resources DATE: November 16,2015 INTRODUCTION This memorandum has been prepared to update the city council on the status of the city's labor settlements with the Law Enforcement Labor Services (LELS)Police Officer unit. DISCUSSION The city has reached a collective bargaining agreement with the LELS Police Officer bargaining unit effective January 1, 2016 through December 31, 2018.A summary of the changes is attached. Once finalized,the entire collective bargaining agreement may be found on the city's website. BUDGET IMPACT Settlement costs negotiated with the LELS Police Officer bargaining unit are provided for in the 2016 city budget.When compared to the contract in place for 2015,the increased cost for 2016 is approximately $34,900.00 with$25,000.00 attributed to wages and$9,900.00 towards benefits and uniform allowance. Please note that the benefit amount is the net change based on current enrollment information. The estimated increase over the life of the contract for wage adjustments is $103,500.00. Due to the affordable care act, staff is unable to estimate health insurance increases for 2017 and 2018 because it is possible that the city will be considered a small employer by the State which will impact the city's health insurance benefit program. ACTION REQUESTED Adopt the attached resolution ratifying the collective bargaining agreement for the Police Officer Unit. ATTACHMENTS: Type Description ® Backup Material LELS Police Contract Summary ® Resolution LELS Police Officer Resolution �iti i�, City of Farmington ti c 430 Third Street s Farmington,Minnesota 421111.10 651.280.6800•Fax 651.280.6899 •A POO. www.ciSarmington.mn.us 2016—2018 TENTATIVE AGREEMENT The following outlines the tentative agreement reached through the negotiation process with the LELS Police Unit. 1. Duration: Three year contract A three year contract provides known costs which is beneficial in developing and implementing short and long term financial plans. 2. Insurance: Both parties agree to maintain the current contract language which states: "The Employer's contribution shall cover the cost of single basic life, dental and the 2500/5000 HDHP single coverage at 100%. For Employee plus Child(ren), Employee plus Spouse or Family coverage, the contribution shall be the contribution for the previous year increased or decreased by an amount equal to fifty percent (50%) of the increase or decrease to the HDHP 2500/5000 with HSA coverage option. The employee will pay any excess of the monthly amount contributed by the employer through payroll deduction." The city maintains the current language which is consistent through all collective bargaining agreements. This was important language to maintain because the city faces potential issues regarding health insurance due to the further implementation of the Affordable Care Act in 2017. 3. Wages: • Annual Adjustments: 2016: 2.00% March 1, 2016 and 0.5% September 1, 2016 2017: 2.50% January 1, 2017 2018: 2.75% January 1, 2018 The annual adjustments included in this contract are at or slightly below the market at this point. 4. Vacation Maximums: 1 through 10 years 460 168 hours 10 through 20 years 248 248 hours 20 plus years 328 0.281 hours 5. Uniform Allowance: 2016: $725.00 2017: $750.00 2018: $775.00 The current uniform allowance amount is $700.00. 6. Grievance Procedure: The city requested and received a language change to the grievance article which allows for an issue to be submitted to mediation before it is submitted to arbitration. 2 RESOLUTION NO.R65-15 A RESOLUTION APPROVING WAGE ADJUSTMENTS BETWEEN THE CITY OF FARMINGTON AND LAW ENFORCEMENT LABOR SERVICES,INC.(LELS)POLICE OFFICER UNIT FOR THE CONTRACT YEARS 2016 THROUGH 2018. Pursuant to due call and notice,thereof, a regular meeting of the City council of the City of Farmington, Minnesota was held in the Council Chambers of said City on the 16th day of November,2015 at 7:00 P.M. Members Present: Larson,Bartholomay,Bonar, Donnelly,Pitcher Members Absent: None WHEREAS, the City of Farmington recognizes Law Enforcement Labor Services, Inc. (LELS) as the exclusive bargaining representative under M. S. Chapter 179A,for the police officer classifications identified in the collective bargaining agreement; WHEREAS, the City has negotiated in good faith with representatives of Law Enforcement Labor Services, Inc. (LELS) for the purpose of reaching a collective bargaining agreement for the contract years 2016, 2017 and 2018; and WHEREAS, the settlement terms have been successfully negotiated between the City and the membership of Law Enforcement Labor Services, Inc. Police Officer unit in accordance with procedures established by law. NOW,THEREFORE,BE IT RESOLVED that the City Council of Farmington,Minnesota approves the following: 1) A two percent(2.0%)wage adjustment effective the 1st day of March, 2016; and a half percent (0.5%)effective the 1"day of September,2016. 2) A two and one half percent(2.5%)wage adjustment effective the 1' day of January,2017. 3) A two and three quarter percent (2.75%) wage adjustment effective the 1' day of January, 2018. 4) The Employer's contribution will be the contribution of the previous year increased or decreased by an amount equal to fifty percent (50%) of the increase or decrease to the 2500/5000 HDHP with HSA coverage option. The employee will pay any excess of the monthly amount contributed by the employer through payroll deduction. 5) The uniform allowance shall increase from the annual amount of$700.00 to $725.00 in 2016, to$750.00 in 2017 and to$775.00 in 2018. Adopted by the Farmington City Council this 16th day of November,2015. os arso -- r Attested to the pa ' day of November 2015. Kevin Schorzman,Acting City Administrator SEAL %0 1419.,_ City of Farmington 430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 ?S?., www.CLfar ington.mn.uS TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt,Human Resources Director SUBJECT: LELS Sergeants Unit Settlement-Human Resources DATE: November 16,2015 INTRODUCTION This memorandum has been prepared to update the city council on the status of the city's labor settlements with the Law Enforcement Labor Services (LELS)Sergeants unit. DISCUSSION The city has reached a collective bargaining agreement with the LELS Sergeants bargaining unit effective January 1,2016 through December 31, 2018.A summary of the changes is attached. Once finalized,the entire collective bargaining agreement may be found on the city's website. BUDGET IMPACT Settlement costs negotiated with the LELS Sergeants bargaining unit are provided for in the 2016 city budget. When compared to the contract in place for 2015, the increased cost for 2016 is approximately $12,500 with$8,400.00 attributed to wages and $4,100.00 towards benefits and uniform allowance. Please note that the benefit amount is the net change based on current enrollment information. The estimated increase over the life of the contract for wage adjustments is $42,200.00. Due to the affordable care act, staff is unable to estimate health insurance increases for 2017 and 2018 because it is possible that the city will be considered a small employer by the State which will impact the city's health insurance benefit program. ACTION REQUESTED Adopt the attached resolution ratifying the collective bargaining agreement for the Police Officer Unit. ATTACHMENTS: Type Description ® Backup Material LELS Sergeants Contract Summary • Resolution LELS Sergeants Resolution 401111i. City of Farmington 430 Third Street Farmington,Minnesota „ b 651.280.6800•Fax 651.280.6899 t*,. , � wwwci.farmington.mn.us 2016—2018 TENTATIVE AGREEMENT The following outlines the tentative agreement reached through the negotiation process with the LELS Sergeants Unit. 1. Duration: Three year contract A three year contract provides known costs which is beneficial in developing and implementing short and long term financial plans. 2. Insurance: Both parties agree to maintain the current contract language which states: "The Employer's contribution shall cover the cost of single basic life, dental and the 2500/5000 HDHP single coverage at 100%. For Employee plus Child(ren), Employee plus Spouse or Family coverage, the contribution shall be the contribution for the previous year increased or decreased by an amount equal to fifty percent (50%) of the increase or decrease to the HDHP 2500/5000 with HSA coverage option. The employee will pay any excess of the monthly amount contributed by the employer through payroll deduction." The city maintains the current language which is consistent through all collective bargaining agreements. This was important language to maintain because the city faces potential issues regarding health insurance due to the further implementation of the Affordable Care Act in 2017. 3. Wages: • Annual Adjustments: 2016: 2.25% July 1, 2016 2017: 2.50% January 1, 2017 2018: 2.75% January 1, 2018 The annual adjustments included in this contract are at or slightly below the market at this point. 4. PTO Maximums: During the year, an employee may exceed the maximum accrual of 760.00. However, on December 1 of each year, any hours in excess of 760.00 will be forfeited. Additionally, the maximum amount of PTO to be paid out upon resignation or retirement remains unchanged and is currently 760 hours. 5. Uniform Allowance: 2016: $800.00 2017: $800.00 2018: $850.00 The current uniform allowance amount is $700.00. 2 RESOLUTION NO.R66-15 A RESOLUTION APPROVING WAGE ADJUSTMENTS BETWEEN THE CITY OF FARMINGTON AND LAW ENFORCEMENT LABOR SERVICES,INC.(LELS)POLICE SERGEANTS UNIT FOR THE CONTRACT YEARS 2016 THROUGH 2018. Pursuant to due call and notice,thereof, a regular meeting of the City council of the City of Farmington, Minnesota was held in the Council Chambers of said City on the 16th day of November 2015 at 7:00 P.M. Members Present: Larson,Bartholomay,Bonar, Donnelly, Pitcher Members Absent: None WHEREAS, the City of Farmington recognizes Law Enforcement Labor Services, Inc. (LELS) as the exclusive bargaining representative under M. S. Chapter 179A, for the police sergeants classifications identified in the collective bargaining agreement; WHEREAS, the City has negotiated in good faith with representatives of Law Enforcement Labor Services, Inc. for the purpose of reaching a collective bargaining agreement for the contract years 2016,2017 and 2018;and WHEREAS, the settlement terms have been successfully negotiated between the City and the membership of Law Enforcement Labor Services, Inc. in accordance with procedures established by law. NOW,THEREFORE,BE IT RESOLVED that the City Council of Farmington,Minnesota approves the following: 1) A two and one quarter percent(2.25%)wage adjustment effective the 1st day of July,2016. 2) A two and one half percent(2.5%)wage adjustment effective the 1"day of January,2017. 3) A two and three quarter percent(2.75%)wage adjustment effective the 15`day of January 2018. 4) The Employer's contribution will be the contribution of the previous year increased or decreased by an amount equal to fifty percent (50%) of the increase or decrease to the 2500/5000 HDHP with HSA coverage option. The employee will pay any excess of the monthly amount contributed by the employer through payroll deduction. 5) The uniform allowance shall increase from the annual amount of$700.00 to $800.00 in 2016 and 2017;and to$850.00 in 2018. Adopted by the Farmington City Council this 16th day of November,2015. odd Larson Ma Attested to the /S 14 day of November 2015. evin Schorzman,Acting City Administrator SEAL O ii City of armington Street Farmington,Minnesota. 651.280.6800 -Fax 651.280.6899 -(44 moo- www ci.fannington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt,Human Resources Director SUBJECT: Acknowledge Resignation Fire Department-Human Resources DATE: November 16,2015 INTRODUCTION The city has received notice that Mr. Tyler Leppert has resigned from his position as a paid on-call fire fighter. DISCUSSION Mr. Leppert has been employed with the City of Farmington since August of 2013 and has been a valued member of the organization. The city appreciates his commitment to the organization and wishes him well in his future endeavors. BUDGET IMPACT NA ACTION REQUESTED Acknowledge the resignation of Mr. Tyler Leppert effective November 23,2015. oO ii, City of Farmington p 430 Third Street Farmington,Minnesota 11/4651.280.6800 -Fax 651.280.6899 "•4 www.cifarmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt,Human Resources Director SUBJECT: Appointment Recommendation Municipal Services Department-Human Resources DATE: November 16,2015 INTRODUCTION The recruitment and selection process for the appointment of a full-time Maintenance Worker has been completed. DISCUSSION After a thorough review by the Police Department and Human Resources Office, a contingent offer of employment has been made to Tyler Montgomery, subject to passing the background check,pre- employment drug test and ratification by the city council. Mr. Montgomery has previous municipal maintenance experience and he meets the qualifications for this position. BUDGET IMPACT Mr. Montgomery's starting hourly wage will be$26.14 which is step 4 of the salary range for this position (salary range:$24.93-$30.40) Funding for this position in 2015 is provided for in the 2015 budget. ACTION REQUESTED Approve the appointment of Tyler Montgomery as Maintenance Worker effective on or about November 30, 2015. o� ARiy� City of Farmington p k 430 Third Street Farmington,Minnesota / 651.280.6800 -Fax 651.280.6899 44k.4 , www.cifannington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Robin Hanson,Finance Director SUBJECT: Approve Fund Balances -Committed-Finance DATE: November 16,2015 INTRODUCTION This past April the city council reviewed and approved an updated Fund Balance Policy, a copy of which is attached. This policy was based on the Governmental Accounting Standards Board's (GASB) Statement No. 54,Fund Balance Reporting and Governmental Fund Type Definitions and prioritizes fund balance classifications as follows: 1.Nonspendable, 2. Restricted, 3. Committed,4.Assigned, and 5. Unassigned. The policy, adopted earlier this year, was retroactively implemented with the exception of the designation of committed balances. The reason for this is for fund balances to be committed (ie. internally restricted) GASB 54 requires council to take formal action before the end of the reporting period to specify the committed amounts. While the action must occur prior to the end of the reporting period, the amount subject to the constraint,may be determined in the subsequent period. DISCUSSION It is important to properly classify the city's fund balances so that the reader of the financial statements has a clear understanding of the city's intent. This statement classification only applies to the governmental funds (ie. general, special revenue, debt service and capital projects funds). It does not apply to the enterprise(ie. liquor or utilities)or internal service funds. To the extent not otherwise classified as nonspendable or restricted,the fund balance for each of the funds designated below is to be classified as committed: Fund Name Purpose Special Revenue Funds: Economic Development Future economic development Park Improvement Future park improvements Ice Arena Future operation and maintenance of the arena Capital Projects Funds: Sanitary Sewer Trunk Future sanitary sewer trunk construction and improvement projects Cable Communication Current and future construction and improvement projects related to the provision of cable communications for public access State Aid Construction First, ensure timely and full repayment of the related debt service (aka Road&Bridge) fund bonds and secondly,provide funds for the city's Streets CIP Fire Capital Current and future fire capital projects Storm Water Trunk Construction and improvement of storm water trunk infrastructure projects Recreation Capital Current and future construction and improvement projects for Projects city owned recreation facilities Permanent Improvement Current and future street construction projects Revolving Fund General Capital Current and future governmental fund's capital equipment needs Equipment Maintenance Fund Current and future seal coating,trail maintenance,building maintenance and street construction and improvement projects. For the Private Capital Projects Fund staff recommends council designate an amount of the fund balance equal to the deposits payable line item as committed. The remainder of the fund balance is assigned. BUDGET IMPACT NA ACTION REQUESTED Adopt the attached resolution designating the various fund balances as conimitted as described in this memo. ATTACHMENTS: Type Description CI Backup Material City's Fund Balance Policy © Resolution Resolution-Fund Balance Classification- Committed CITY OF FARMINGTON FUND BALANCE POLICY I. PURPOSE The purpose of this policy is to establish specific guidelines the City of Farmington will use to classify fund balances of the Governmental Funds into categories based primarily on the extent to which the City is bound to honor constraints on the specific purposes for which amounts in these funds can be spent.The policy only applies to governmental funds,not enterprise funds. The policy also establishes specific guidelines the City will use to maintain an adequate level of fund balance to provide for cash flow requirements and contingency needs. II. CLASSIFICATION OF FUND BALANCE Governmental Accounting Standards Board's (GASB) Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions defines the following fund balance classifications: 1. Nonspendable • This category includes fund balance that cannot be spent because it is either(i)not in spendable form or(ii)is legally or contractually required to be maintained intact. Examples include long-term receivables,inventories and prepaid amounts. 2. Restricted • Fund balance should be reported as restricted when constraints placed on those resources that are either(i) externally imposed by creditors, grantors, contributors, or laws or regulations of other governments or (ii) imposed by law through constitutional provisions or enabling legislation. 3. Committed • Fund balance that can only be used for specific purposes pursuant to constraints imposed by formal action of the government's highest level of decision-making authority (City Council). The committed amounts cannot be used for any other purpose unless the government removes or changes the specified use by taking the same type of action it employed to commit those amounts. • The City's highest level of decision making authority will annually or as deemed necessary commit specific revenue sources for specified purposes by resolution if they so choose. This formal action must occur prior to the end of the reporting period, however,the amount to be subject to the constraint, may be determined in the subsequent period. - 1 - II. CLASSIFICATION OF FUND BALANCE-CONTINUED 4. Assigned • Amounts that are constrained by the government's intent to use for specified purposes, but are neither restricted nor committed. Assigned fund balance in the General fund includes amounts that are intended to be used for specific purposes. • The City Council has delegated the authority to assign and remove assignments of fund balance amounts for specified purposes to the City Administrator, Finance Director or his/her designee. 5. Unassigned • Unassigned fund balance represents the residual classification for the General Fund. This is fund balance that has not been reported in any other classification. The General Fund is the only fund that can report a positive unassigned fund balance. A negative residual amount may not be reported as restricted, committed, or assigned fund balances. Other governmental funds would report deficit fund balances as unassigned. III. GOVERNMENTAL FUNDS 1. General Fund The General Fund is established to account for all revenues and expenditures which are not required to be accounted for in other funds. Revenue sources include property taxes, licenses, permits and fees, intergovernmental revenues, charges for services, fines and forfeitures, franchise fees, investment earnings, and transfers. The General Fund's resources fmance a wide range of functions including general government administration, public safety, public works, parks and recreation and economic and community development. The General Fund may have a portion of its fund balance classified as nonspendable if there are long term receivables,inventories or prepaid items on the balance sheet. The City will strive to maintain an unrestricted (committed, assigned and unassigned) fund balance in the General Fund of an amount not less than 40%and not greater than 50% of the next year's budgeted expenditures of the General Fund. This will assist in maintaining an adequate level of fund balance to provide for cash flow requirements and contingency needs. -2- III. GOVERNMENTAL FUNDS-CONTINUED 2. Special Revenue Funds Special Revenue Funds are used to account for and report the proceeds of specific revenue sources that are restricted,committed or assigned to expenditures for specified purposes other than debt service or capital projects. Governmental Accounting Standards require that substantial inflows of revenues into a Special Revenue Fund be either restricted or committed in order for the fund to be considered a Special Revenue Fund. The City has the following Special Revenue Funds: i. Economic Development Fund—the fund balance may be both restricted and committed. Grant awards would be restricted by legal agreement. The remaining revenues are committed by the City Council for future economic development endeavors. ii. Tax Increment Financing Fund — the fund balance is considered restricted pursuant to state statute. iii. Police Donations & Forfeitures—the fund balance is restricted. Forfeitures are restricted in accordance with state statute and donations are restricted by the donor. iv. Park Improvement Fund—the fund balance is both restricted and committed by legal agreement and by the City Council. The developer agreements restrict the use of park dedication fees. Special assessment and other revenues are committed by the City Council for future park improvements. v. Ice Arena — the fund balance is considered committed. The revenues are committed by the City Council for operation and maintenance of the City's Ice Arena and other uses as authorized within budget. 3. Debt Service Funds Debt Service Funds account for the accumulation of resources for the payment of long- term debt principal and interest maturing in current and future years. All of the City's Debt Service fund balances are considered restricted pursuant to state statutes and their respective debt agreements. 4. Capital Project Funds Capital Project Funds account for fmancial resources that are being accumulated for current and future projects. The fund balances in the Capital Project Funds are appropriated to and therefore considered restricted or committed for these purposes: capital outlay expenditures, acquisition or construction of capital facilities, and other capital assets. Bond proceeds are considered restricted. -3 - III.GOVERNMENTAL FUNDS -CONTINUED i. Sanitary Sewer Trunk Fund—the fund balance is committed by City Council for current and future sanitary sewer trunk construction and improvement projects. ii. Cable Communications Fund—the fund balance may be both restricted and committed by City Council for current and future construction and improvement projects related to the provision of cable communications for public access. The P.E.G. (public, educational and governmental) fees would be restricted by legal agreement. Franchise fees would be committed by Council. iii. State Aid Construction (Road & Bridge) Fund — the fund balance is committed by City Council for future debt service payments on the related bonds. iv. Fire Capital Projects Fund—the fund balance is committed by City Council for current and future fire capital projects. v. Storm Water Trunk Fund—the fund balance is committed by City Council for current and future construction of storm water trunk infrastructure projects within the City. vi. Recreation Capital Projects Fund—the fund balance is committed by City Council for current and future construction of City owned recreation facilities. vii. Private Capital Projects Fund — the fund balance is committed by City Council to current and future development in the City. viii. Permanent Improvement Revolving Fund —the fund balance is committed by City Council for current and future street construction projects. ix. General Capital Equipment Fund —the fund balance is committed by City Council for current and future governmental fund's capital equipment needs. x. Maintenance Fund — the fund balance is restricted by legal agreement and committed by City Council for current and future seal coating, trail maintenance, building maintenance and street construction and improvement projects. Unspent bond proceeds are restricted. IV. PROCEDURES FOR AVAILABLE RESOURCES When both restricted and unrestricted resources are available for use, it is the City's policy to first use restricted resources,and then use unrestricted resources as they are needed. When unrestricted resources are available for use, it is the City's policy to use resources in the following order; 1.)committed 2.)assigned and 3.)unassigned. -4- V. STABILIZATION ARRANGEMENTS Stabilization arrangements are defined as formally setting aside amounts for use in emergency situations or when revenue shortages or budgetary imbalances arise. The City may set aside amounts by resolution as deemed necessary that can only be expended when certain specific circumstances exist. The resolution will identify and describe the specific circumstances under which a need for stabilization arises. The need for stabilization will only be utilized for situations that are not expected to occur routinely. Approved and Adopted April 20,2015,for retroactive implementation effective December 31,2014 -5- RESOLUTION NO. R67-15 DESIGNATION OF COMMITTED FUND BALANCES IN ACCORDANCE WITH GOVERNMENTAL ACCOUNTING STANDARDS BOARD (GASB)NO. 54 Pursuant to due call and notice thereof a regular meeting of the City Council of the City of Farmington, Minnesota was held in the Council Chambers of said City on the 16t day of November 2015 at 7:00 p.m. Members present: Larson, Bartholomay, Bonar, Donnelly, Pitcher Members absent: None Member Bartholomay introduced and Member Bonar seconded the following resolution: WHEREAS,due to the GASB No. 54 requirement that the designation of committed fund balances should occur before year-end at the highest level of decision-making authority. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Farmington, that: 1. To the extent the fund balance is not otherwise classified as nonspendable or restricted the fund balance for each of the special revenue funds will be designated as committed. 2. To the extent the fund balance is not otherwise classified as nonspendable or restricted the fund balance for each of the capital projects funds, with the exception of the Private Capital Projects Fund, will be designated as committed. 3. To the extent the fund balance is not otherwise classified as nonspendable or restricted, for the Private Capital Projects Fund an amount equal to deposits payable will be classified as committed and the remainder shall be unrestricted. This resolution is adopted by recorded vote of the City of Farmington City Council in open session on the 16th day of November, 2015. Mayor To Larson ‘i Attested to the /cg.44 day of November, 2015 Kevin Schorzman, Acting City Administrator SEAL (41I4iy, City of Farmington 71,‘":" 430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 -.1.• �" www.cifannington.rtm.us TO: Mayor, Councilmembers and City Administrator FROM: Robin Hanson,Finance Director SUBJECT: Approve Utility Billing-Electronic Bill Presentment,Electronic Payments, Including Third Party Check Consolidation, Recurring ACH/Credit Card Payment Processing- Finance DATE: November 16, 2015 INTRODUCTION The city presently uses eUtility Billing software to provide an electronic interface for its utility billing customers. This software allows customers to view their utility account balance online,register for e-bills, and if they have previously registered for e-bills,view their invoice online. Electronic payment options,either online through eUtility Billing or over the phone(IVR)via a dedicated 1-800 number, are provided to customers through separate Paymentus payment processing software. The eUtility Billing software provides limited features. Online bills are only available for those who have previously elected e-bills (4%of the city's utility billing customers)and only on a prospective basis. For customers who have elected to receive e-bills,the e-mail alert letting them know their bills is ready does not include the balance due or the payment due date. Customers cannot set-up recurring payment options through the website. The eUtility Billing software is also expensive to support. LOGIS would need to add an additional staff person to continue to support the eUtility Billing software which in turn would be billed to the member cities. Since the eUtility Billing software has limited functionality and is expensive to support,LOGIS researched alternatives. This past spring LOGIS arranged for five vendors to provide demonstrations of their products to its members. City staff participated in the demonstrations. Members were then asked to provide detailed feedback and additional questions to be further researched. Additional discussion occurred and ultimately two vendors were selected: InvoiceCloud and Paymentus. Now each city is responsible for further refining their research and analysis and ultimately selecting the vendor that best meets their community's needs. The city must have a new vendor in place before December 31,2016.After that LOGIS will no longer support the eUtility Billing software. DISCUSSION Either software product will provide an improved customer experience. With either product, InvoiceCloud or Paymentus,customers will have the option to register for recurring payments, via eCheck or debit/credit card,themselves and different payment configurations will be available (ex. amount when due, amount when invoiced, or `x' amount once/month). Presently, customers only have the option to set-up recurring payment options by completing and submitting a paper form to city staff which must be manually entered into the system. Anytime a customer's account information is changed(e.g. bank account closed, credit card canceled for fraud, etc.)a new paper form must be completed, submitted and then manually updated by city staff This process is cumbersome,time-consuming,and creates a situation where city staff has access to customer's financial account information which they have to securely maintain. In addition,the present system only provides one payment option,payment in full on the due date. Another example of an enhanced feature would be e-mail alerts. Alerts are used to notify customers their e- bill is ready and will now include the amount due, due date and a link to the payment portal. Subsequent reminders are available a few days before the bill is due and if the bill is delinquent. The current system only notifies a customer their bill is ready. They do not know the amount due or the due date,unless they sign-in to the eUtility Billing software. So,the question is...which vendor will provide the better customer experience and be more efficient for city staff(ie. front desk,utility billing and finance)? Staff recommends the city utilize InvoiceCloud. The city's experience with Paymentus has been positive,but staff feels there are several InvoiceCloud features, summarized below,which will provide a better customer experience and will be more efficient for staff. Courtesy e-mail address -This allows customers to establish a courtesy e-mail address where a second copy of the e-bill may be sent. Landlords complain the present system requires them to remember to forward the bill to their tenants. Tenants complain landlords do not provide them a copy of the bill. By having a courtesy e-mail address,the landlord can easily and consistently(ie. automatically)provide their tenant with a copy of the e-bill, if they so choose. This provides better customer service for both the landlord and the tenant,will eliminate many,many phone calls to city staff and has the potential to reduce delinquent balances. User ID is customer's email address—InvoiceCloud utilizes the customer's email address as their user id. This makes it much easier for customers to remember their user id and reduces the amount of staff time needed to work with customers to determine their user id and/or reset it,if necessary. Registration Not Required—Customers do not have to register to access up to 24 months (prospectively)of billing history. In addition, if a customer utilizes the one-time payment feature and has not already elected to receive an e-bill,they will automatically receive an e-bill,along with their next paper bill. The goal is to have customers become more and more comfortable with the electronic process, increasing the likelihood they will eventually elect to receive only electronic bills in the future. No mobile app is needed. The InvoiceCloud software utilizes responsive web design,which means the software recognizes the type of device the customer is using(e.g. computer,tablet, or smart phone)and automatically adjusts the software for viewing and response on the appropriate device. Bounced ebills—If an electronic bill is sent and the email address is rejected,customers are automatically re-enrolled in paper billing. This is possible with Paymentus,but requires manual intervention by staff to review exceptions and update customer records. Customer service screen—If a customer is having trouble online and calls the utility billing staff;the InvoiceCloud software takes staff to the same screen the customer is seeing. Staff will have more knowledge about the customer's specific situation and will be able to better assist them,providing a much better customer experience and reducing the amount of staff time involved. With the Paymentus system, staff must separately log in to a customer service screen and then determine where in the process the customer is before being able to assist them. Third party check consolidation—Third party check consolidations are visually presented on a check template(rather than a single line text file)making it much easier to review and process exceptions. And the process seemed easier for coding non-utility bill payments, for example insurance payments. Pricing for Debit/Credit Cards and eChecks The InvoiceCloud product is more expensive than the proposed Paymentus pricing,but staff believes it provides the better value for our city. InvoiceCloud would charge the same for debit/credit card and e-check processing that Paymentus currently charges. However,this is more than Paymentus is proposing to charge if the city selects Paymentus to replace the eUtility Billing software. The proposed pricing for existing services is summarized below: eUtility/Paymentus InvoiceCloud Paymentus (Present Cost) (Proposed) (Proposed) Debit/Credit Cards $2.50/trans/$600 $2.50/trans/$600 $1.90/trans/$600 increment _increment increment eChecks $1.50/trans/$600 $1.50/trans/$600 $.95/trans/$600 increment increment increment Move existing recurring ACH transactions to InvoiceCloud. Approximately 15%of the city's customers currently pay via recurring ACH(ie. automatic debit to their savings/checking account). Presently, staff must run a manual routine each month-end to process these payments. Staff must manually follow-up on exceptions (ie. closed accounts,insufficient funds). Staff is recommending this payment option be moved to InvoiceCloud. This provides several advantages: 1)Customers will be able to see online which bank account(s)they have set-up for recurring automatic payment. If they need to change accounts,they will be able to easily update their bank account information online. 2)Customers will be able to take advantage of different payment options (e.g. the day the bill is due, `x' day of the month). 3)InvoiceCloud will automatically notify customers of processing exceptions (e.x. insufficient funds, account closed, etc.)and customers will have the online tools to update their account information. This will provide a better customer experience. Given the large number of accounts that are already set-up for this service when these accounts are transitioned to InvoiceCloud, the charge for these accounts would be$.25/transaction. This is less than InvoiceCloud would charge for new ACH customers;that cost would be$1.50/transaction(ie. eChecks). The advantage to the city to moving recurring transactions is staff no longer has to enter this information, staff will no longer have access to customer's bank account information,this information is no longer maintained in the city's/LOGIS software and the city no longer has to secure the paper authorization forms. This will be more efficient for staff. InvoiceCloud Paymentus Existing Recurring ACH—new feature $.25/check $.10/check Third-party Check Consolidation As staff discussed earlier this year with Council,bill pay checks, those checks initiated online by customers directly from their own bank are the most time-consuming for staff and very frustrating for customers. Customers believe the checks are sent electronically/instantaneously to the city. When in fact the banks issue manual checks to the city and they may take 10-14 business days to be received. These checks are time- consuming,because a payment stub does not accompany the check. Rather,than being able to scan the stub and have the payment automatically applied to the correct account,these accounts must be manually entered by staff. Many times the checks do not include the correct and/or complete customer and account number. Staff must first manually look up this information,before the check can then be manually entered into the utility billing software. Earlier this year staff was planning to use VANCO to electronically process these checks. Since,both InvoiceCloud and Paymentus offer this feature, staff decided to wait and explore using one of these two vendors, as it would further simplify the process to deal with a single vendor. InvoiceCloud Paymentus Third-party check consolidation—new feature $.25/check $.10/check Proceeding with third-party check consolidation will provide a much better customer experience and be significantly more efficient for staff. Contact—City Attorney The city attorney has reviewed the InvoiceCloud Biller Agreement and third-party merchant processing agreements. His only concern with the Biller Agreement was compliance with the state data practices rules, but he didn't feel that was too significant because much of the water and sewer billing information is generally public and the city does not utilize social security numbers as an identifier. Staff and the city attorney do not like the third-party merchant processing agreements. Similar to the VANCO agreements the clearinghouses do not want to take responsibility for their work,unless it is gross negligence. And they want the company(in this case the city)to indemnify and hold them harmless. While we do not like these terms, these are the industry standard and are the terms of the agreements under which the services would be provided. Draft documents are included in your packet. Contract-Timing The city's present contract with Paymentus expires June 18, 2016 and requires a six month notice of intent not to renew or it automatically renews for three years. Staff recommends giving Paymentus notice as soon as possible that the city does not intend to renew its contract. In addition staff would like to work with InvoiceCloud to begin processing third-party check consolidation and recurring ACH transactions as soon as the systems can be implemented. Software Recommendation The utility billing and finance staff members participated in demonstrations of both vendors. Staff believes the InvoiceCloud software provides a better,more efficient product for the city of Farmington and its customers and has a more modern look and feel Staff recommends the city select InvoiceCloud as its electronic utility bill presentment and utility bill payment processor. BUDGET IMPACT The cost of the utility bill payment processing will be divided amongst the sewer, solid waste, storm water and water funds. The cost for eChecks and debit/credit card processing will be the same per transaction cost as the city's current contract with Paymentus. The cost for recurring ACH processing and third-party check consolidation is new and will cost$.25/check. ,ACTION REQUESTED 1. Authorize the Finance Director to give Paymentus notice of the city's intention not to renew its existing utility bill payment processing contract. 2. Authorize the Finance Director to enter into the InvoiceCloud agreements for electronic bill presentment and payment processing for its utility accounts. ATTACHMENTS: Type Description © Backup Material Invoide Cloud Sample Biller Agreement © Backup Material InvoiceCloud Sample Biller Order Form © Backups Sage Sample Virtual Check Processing Application Backup Sage Virtual Check Merchant Agreement Terms and Conditions ® Backup Material Sage Sample Credit Card Application Backup Sage Merchant Agreement Terms and Conditions -Bankcard Biller Agreement 1. License Grant &Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice Cloud hereby grants Biller a non-exclusive,non-transferable,worldwide right to use the Service described on the Biller Order Form until termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller's own customers,for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors. Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers. Unless otherwise expressly agreed to in writing by Invoice Cloud to the contrary,Invoice Cloud will process all of Biller's Customers'Payment Instrument Transactions requirements related to the Biller Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the Biller Order Form. In addition,Biller will sign all third party applications and agreements required for the Service including without limitation payment and credit card processing agreements and merchant agreements.For invoice types listed on the Order Form(e.g. real estate taxes, utility bills, birth certificates, parking tickets, event tickets, etc.), Biller will not use the credit card processing,ACH or check processing of any bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization or processing of Biller's Customers' Payment Instrument Transactions for each electronic payment type selected in the Biller Order Form throughout the term of this Agreement. Biller shall not:(i)license,sublicense,sell,resell,transfer,assign,distribute or otherwise commercially exploit or make available to any third party the Service in any way;(ii)modify or make derivative works based upon the Service;(iii)Recreate,"frame"or"mirror"any portion of the Service on any other server or wireless or Internet-based device; (iv)reverse engineer or access the Service; or(v)copy any features, functions or graphics of the Service. 2.Privacy&Security.Invoice Cloud's privacy and security policies may be viewed at http://www.invoicecloud/privacy.html.Invoice Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not materially adversely impact such policies. With respect to Protected Health Information(as defined in 45 C.F.R 160.103),Invoice Cloud will enter into a Business Associate Agreement pursuant to 45 CFR part 160 and 164. Invoice Cloud will maintain compliance with current required Payment Card Industry(PCI)standards and Cardholder Information Security standards. 3.Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a file of the Customer Data within 30 days of termination of this Agreement(or at a later time if required by applicable law),if Biller so requests at the time of termination.Invoice Cloud reserves the right to remove and/or discard Customer Data with 30 days notice except as prohibited by applicable law or in the event of exigent circumstances which makes prior notice impracticable,and in which case,notice will be provided promptly thereafter. 4. Confidentiality/Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to Customer Data that the Biller's customers considers being confidential.Invoice Cloud agrees to secure and protect the Customer Data in a manner consistent with the maintenance of Invoice Cloud's own Confidential Information,using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information,but in no event use less than commercially reasonable measures. Invoice Cloud will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Date to third parties, except as required to perform the Services under this Agreement or otherwise required by applicable law. Invoice Cloud(and its licensors,where applicable)owns all right,title and interest,including all related Intellectual Property Rights,in and to the Invoice Cloud Technology,the Content and the Service and any enhancement requests,feedback,integration components,suggestions, ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the Service.In the event any such intellectual property rights in the Invoice Cloud Technology,the Content or the Service do not fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice Cloud,Biller hereby irrevocably,expressly and automatically assigns all right,title and interest worldwide in and to such intellectual property rights to Invoice Cloud.The Invoice Cloud name,the Invoice Cloud logo,and the product names associated with the Service are trademarks of Invoice Cloud or third parties,and no right or license is granted to use them. Biller agrees that during the course of using or gaining access to the Service(or components thereof)it may be furnished with or otherwise have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology,customer and/or prospective customer information, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information by its very nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as proprietary,confidential,or private(the"Confidential Information"). Biller agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud's rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information,but in no event use less than reasonable efforts. Biller will not sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Biller Agreement Rev 2.0 The complete Biller Agreement includes the Biller Order Form,the Online Terns and Conditions and this Agreement Page 11 Biller Agreement Information of the other party to third parties(and will ensure that its employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable law. 5.Billing and Renewal.Invoice Cloud fees for the Service are provided on the Biller Order Form.Invoice Cloud's fees are exclusive of all taxes,levies,or duties imposed by taxing authorities,Invoice Cloud may assess and/or collect such taxes,levies,or duties against Biller and Biller shall be responsible for payment of all such taxes,levies,or duties,excluding only United States(federal or state)taxes based solely on Invoice Cloud's income.All payment obligations are non-cancellable and all amounts or fees paid are non-refundable.Unless Invoice Cloud in its discretion determines otherwise,all fees will be billed in U.S.dollars. If Biller believes Biller's bill or payment is incorrect,Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date,or the date of payment,with respect to the amount in question to be eligible to receive an adjustment or credit;otherwise such bill or payment is deemed correct.Invoice Cloud reserves the right to modify any pricing with respect to fees owed by the Biller upon thirty days written notice to Biller based on increases incurred by Invoice Cloud on fees,assessments,and the like from credit card processers,bank card issuers,payment associations,ACH and check processers. 6.Term and Termination.The initial term of this Agreement shall be for a period of three(3)years("Initial Term")commencing on the Effective Date on the Biller Order Form and will renew for each of additional successive three (3) year terms("Renewal Term")unless terminated as set forth herein.This Agreement may be terminated by either party effective at the end of the Initial or any Renewal Term by such party providing written notice to the other party of its intent not to renew no less than ninety(90)days prior to the expiration of the then- current term.Additionally,this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. For example, any unauthorized use of the Invoice Cloud Technology or Service by Biller, or its authorized users will be deemed a material breach of this Agreement. Upon any early termination of this Agreement by Invoice Cloud as a result of the breach, Biller shall remain liable for all fees and charges incurred,and all periodic fees owed through the end of the calendar month following the effective date of termination. Upon any termination or expiration of this Agreement, Biller's password and access will be disabled and Biller will be obligated to pay the balance due on Biller's account computed in accordance with the Charges and Payment of Fees section above.Biller agrees that Invoice Cloud may charge such unpaid fees to Biller's Debit Account or credit card or otherwise bill Biller for such unpaid fees. 7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement. Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Order Form under normal use and circumstances and that.Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the operation of the Service;provided that the Biller shall maintain immediately accessible backups of the Customer Data. In addition, Invoice Cloud will, at its own expense, as the sole and exclusive remedy with respect to performance of the Service,correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions of Invoice Cloud's processing systems. 8.Limited Warranty EXCEPT AS PROVIDED IN SECTION 7,THE SERVICES AND ALL CONTENT AND TRANSACTION DATA IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT DELAY IN PROCESSING OR PAYING, OR(C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME.Invoice Cloud's service may be subject to limitations,delays,and other problems inherent in the use of the internet and electronic communications.Invoice cloud is not responsible for any delays,delivery failures,or other damage resulting from such problems. Biller represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that Biller's billing information is correct. 9. Biller's Responsibilities.Biller represents and warrants that it has the legal power and authority to enter into this Agreement.Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's and/or its customers' and a payers'use of the Service,including those related to data privacy, communications,export or import of data and the transmission of technical,personal or other data.Biller shall:(i)notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security;(ii)report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users;and(iii)not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service.Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor,ACH bank and other related circumstances. Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose a refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and Biller's Customers,as requested.Any change in a return/cancellation policy must be submitted to Invoice Cloud,in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment,or cancellation of services in connection with a Transaction previously processed,Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting Biller Agreement Rev 2.0 The complete Biller Agreement includes the Biller Order Form,the Online Terms and Conditions and this Agreement Page 12 Biller Agreement such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment.The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer's account;nor may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed,unless required by applicable law 10.Indemnification.Invoice Cloud shall indemnify and hold Biller,employees,attorneys,and agents,harmless from any losses,liabilities, and damages (including, without limitation, Biller's costs, and reasonable attorneys' fees) arising out: (i) failure by Invoice Cloud to implement commercially reasonable measures against the theft of the Customer Data; or(ii) its total failure to deliver funds processed by Invoice Cloud as required hereunder(which relates to payments due from Invoice Cloud for Transaction Data).This indemnification does not apply to any claim or complaint relating to Biller's failure to resolve a payment dispute concerning debts owed to Biller or Biller's negligence or willful misconduct or violation of any applicable agreement or law. Biller shall indemnify and hold Invoice Cloud, its licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation,charge,action or claim alleging:(i)that use of the Customer Data infringes the rights of a third party;(ii)a violation by Biller of Biller's representations and warranties or the breach by Biller or Biller's Users of this Agreement including without limitation incomplete or inaccurate Transaction Data;or(iii)relating directly or indirectly to Biller's or its authorized users'use of the Service. 11.Limitation of Liability.INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE)ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE,EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental,consequential or certain other types of damages,so the exclusions set forth above may not apply to Biller. 12.Export Control.The Biller agrees to comply with United States export controls administered by the U.S.Department of Commerce,the United States Department of Treasury Office of Foreign Assets Control,and other U.S.agencies. 13.Notice.Either party may give notice by electronic mail to the other party's email address(for Biller,that address on record on the Biller Order Form,or by written communication sent by first class mail or pre-paid post to the other party's address on record in Invoice Cloud's account information for Biller,and for Invoice Cloud,to Invoice Cloud,Inc.,35 Braintree Hill Office Park,Suite 100,Braintree,MA 02184 Attention:Client Services. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting(if sent by first class mail or pre-paid post)or 12 hours after sending(if sent by email). 14. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned without such party's consent to(i)a parent or subsidiary, (ii)an acquirer of assets, or(iii)a successor by merger.Any purported assignment in violation of this section shall be void. 15.Insurance. Invoice Cloud agrees to maintain in full force and effect during the term of the Agreement,at its own cost,the following coverages: a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each occurrence and One Million($1,000,000)general aggregate. b. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud's owned, hired or non-owned vehicles assigned to or used in performance of the Services. c. Errors and Omissions Insurance(Professional Liability and Cyber Insurance)with limits of liability of at least One Million Dollars ($1,000,000)per claim and in the aggregate. 16. Immigration Laws. For Services performed within the United States,Invoice Cloud will assign only personnel who are either citizens of the United States or legally eligible to work in the United States. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws with respect to the personnel assigned to the Biller. 17.General.With respect to agreements with municipalities,localities or governmental authorities,this Agreement shall be governed by the law of the state wherein such municipality,locality or governmental authority is established,without regard to the choice or conflicts of law Biller Agreement Rev 2.0 The complete Biller Agreement includes the Biller Order Form,the Online Terms and Conditions and this Agreement Peg e 13 Biller Agreement provisions of any jurisdiction.With respect to Billers who are not with municipalities,localities or governmental authorities,this Agreement shall be governed by Massachusetts law and controlling United States federal law,without regard to the choice or conflicts of law provisions of any jurisdiction.No text or information set forth on any other purchase order,preprinted form or document(other than an Biller Order,if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,then such provision(s)shall be construed,as nearly as possible,to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment,or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service.The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 11, 13 and 17 shall survive termination of this Agreement. This Agreement,together with any applicable Biller Order Form, comprises the entire agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral between the parties regarding the subject matter contained herein.Biller agrees that Invoice Cloud can disclose the fact that Biller is a paying customer and the edition of the Service that Biller is using. Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at www.invoicecloud.com/termsandconditions and are agreed to by Invoice Cloud and the Biller. Biller Agreement Rev ZO The complete Biller Agreement includes the Biller Order Form,the Online Terms and Conditions and this Agreement Page [4 nvoiceCIoud Biller Order Form vcr 29 Ir..,,. _ w Sales Information . _1_ Sales Rep:'* Jason Baker Sales Partner: 11.11.1111111 Software Perin: Advanced i - Products&Services Amalie oducts: ® EBPP ❑ Cloud Store ❑ Cloud Pay ® IVR ® OBD ❑ Kiosk ices: ® Visa/MasterCard/Discover American Express ® ACH/EFT formation Ownership Type: Local Government Biller Contacts Legal Name: City of Farmington Implementation: See Notes/Special Handling Address 1: 430 Third Street Phone Number: 651-280-6880 Ext. Address 2: 1 Email Address: rhanson @ci.farmingbn.mn.us City: Farmingti State: MN Zip: 1 55024 Pam Kumm er, LOGIS Phone# 651-280-6880 Fax#: 1 Phone Number: 1 763 543-2645 Ext. 1— 1 Website UR www.ci.farmingbn.mn.us Email Address: pkummer @logis.org Business Open Date: 1872 cprketing Robin Hanson Federal Tax ID#: Phone Number: I 651-280-6880 Ext. .ute:Federal Tax ID and Legal Name must match on all documents. Email Address: I rhanson @ci.farmingbn.mn.us Note:Signer must sign ALL documents. Signatory Contact: Robin Hanson Title: Finance Director Phone Number: 1 651-280-6880 7ixt.It- I Email Address: I rhanson @ci.farmingbn.mn.us , °Notes ;� The city would like to implement OBD(Le.third party check consolidation)as soon as possible,recurring ACH as early as feasible and electronic bill presentment and eCheck and debit/credit card processing implementation would coincide with the termination of the city's current Paymentus contract. Existing recurring ACH would be billed at$.25. New Biller Implementation: $ 0 Paperless Presentment: $ 0 Per Item (includes 3 email notifications) Biller Portal Access: $ IP Choose an item. IC Payment-Credit Card: $ 0 Per Item Additional User(s) $ 0 Choose an item. IC Payment-EFT/ACH: $ 17— v Per Item I Online Bank Direct Access: $ v Choose an item. Online Bank Direct: $ I 25 Per Item Go Mobile Gateway $ i-c - Choose an item. Harris Go Mobile: $ J Per Item Invoice Presentment: $ I " Monthly EFT/ACH Reject: 10.00 Per Item —1VNIIIIF Charge Back: $ 10.00 , Per Item 'ST'INCL 1 K ORA -` I NT) Iii Name of Checking Account(As it appears on check or Bank Letter): City of Farmingbn Bank Address: r324 Oak St Farmingbn,MN 55024 ® (651)463-7161 Name: Depository Routing#: r Account#: f Your Invoice moment collections will be electronically deposited into this account. Fees Routing#: r 7 Account#: I I Invoice and payment processing fees will be electronically deducted from this account. Invoices::.lost Biller Order Form ver 29 CERTIFICATION AND AGREEMENT A. By signing below, the Biller hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to initiate and execute debit/credit entries to its checking/deposit account(s)indicated above at the depository financial institution(s) named above and to debit/credit the same such account(s).The Biller acknowledges that the origination of ACH transactions to its account(s) must comply with the provisions of U.S.law. This authority is to remain in full force and effect until (i) Invoice Cloud has received written notification (by electronic or U.S.mail) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a reasonable opportunity to act on it,but not less than 10 business days' notice; and (ii) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been paid in full.The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in account number(s) or bank has occurred at which time this authorization shall apply to such new/changed account.This notification must be received within 10 business days of change.A fee will be charged for any returned ACH debits. B. By signing below, the Biller named: (1) has read, agreed to, and acknowledges receipt of the terms and conditions of the Biller Agreement, attached hereto, as well as the terms and conditions at www.invoicecloud.com/termsandconditions, all of which is incorporated herein by reference (2)certifies to Invoice Cloud that he/she is authorized to sign this Biller Order Form; (3)certifies that all information and documents submitted in connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or its agent to verify any of the information given,including credit references,and to obtain credit; (5)agrees to pay the Monthly Access Fee through the last day of the month following the effective date of termination as provided in the Billing Agreement; (6) agrees that Biller and each transaction submitted will be bound by the Biller Order Form and the Biller Agreement in its entirety; (7) agrees that Biller will submit transactions only in accordance with the information in this Biller Order Form and Biller Agreement and will immediately inform Invoice Cloud,by email(contracts @invoicecloud.com)if any information in this Biller Order Form changes.The terms and conditions and this Biller Order Form, the Biller Agreement and the terms and conditions at www.invoicecloud.com/termsandconditions constitute the entire integrated Biller Agreement by and between Biller and Invoice Cloud.If any provision of this agreement hereunder is held by a court of competent jurisdiction to be invalid or unenforceable,then such provision(s)shall be construed,as nearly as possible,to reflect the intentions of the invalid or unenforceable provision(s),with all other provisions remaining in full force and effect. and (8) the Biller agrees and understands that outstanding sums due and owing to Invoice Cloud.,will be charged daily or monthly and debited from its current depository account. Non-sufficient funds for these debits are grounds for a change in fees or termination of this Agreement. In the event of non-payment of any sums due,Invoice Cloud reserves the right to withdraw such sums from the current depository account at any time to ensure payment of the same. C. By signing below, the Biller hereby gives permission to Invoice Cloud to access his/her credit history via Trans Union, Equifax, or other credit-reporting agency D. The Biller Order Form and the Biller Agreement will become effective only when counter-signed by Invoice Cloud and upon execution by the Biller of such third party agreement required by Invoice Cloud to permit use of the payment function of the Service. In WITNESS WHEREOF,the parties hereto have executed this Agreement as of this days Accepted by biller: Accepted by Invoice Cloud: XI X) Corporate Officer IRobin Hanson I Bob Lapides Printed Name Printed Name IFinance Director I EVP Title Title Invoicevu Biller Order Form v.,2.9 Invoice Parameters voType: Water,S1�rm Water,Sewer,Solid Was &Street Lights te: 10/26/2015 Invoicin• Parameters sheet must be corn•feted for each invoice •e. er Software: Advanced Pricing Model Non-Submitter yment Metho L83 Visa ® MasterCard ® Discover Amex ®EFT/ACH Maces& Products: 1 El EBPP ❑Cloud Store ❑Cloud Pay ® OBD ® IVR 0 Kiosk NW MEW tiling Details ,.� Billing Frequency: Quarterly Number of Bills: 7000 Number of Cycles: Number of Installments: 3 Average Invoice Amount: 215.00 Highest Invoice Amount: g 600.00 Billing Months(please select the applicable months below): DJan ❑Feb DMar ❑Apr DMay DJun ❑Jul ❑ Aug ❑Sept ❑Oct ❑ Nov ❑ Dec ® All .., ,., _ .P.rjnttd.Bills Bill Mailing Dates: ❑ 1st-10'h ❑ 11th—20th ❑215f-31st Who will provide images of bills? ❑ Biller ❑ Template ® Bill Print Vendor (please complete below) Bill Print Vendor: IMPACT Conte A°lPhone No: IIIMIIII Hardware illiiiiiii Hardware: Choose an item. QTY Choose an item. Provided by: ❑Sales Rep ❑ Operations Per Unit Price: © Shipping Address: © (if different than location address) Total Due: Services Fees the below to indicate1.t y g,.fee will be paid by the Payer or if Biller will absorb fee. Item Paid b •a er Item Paid b Biller ❑ Credit Card: ❑ Credit Interchange,fees,dues assessments+ %with$ Minimum Card: Authorization $ I + I %BP ❑ EFT/ACH: $ per item ❑ EFT/ACH: $ per item ❑ Flex Pay ACH: $ per item III Flex Pay ACH: $ per item Item Paid b •a er Item Paid b Biller ❑ Credit Card: ❑ Credit Interchange,fees,dues assessments+ %with Minimum Card: Authorization $ + %BP (Without Visa Acceptance) ❑ EFT/ACH: $ Per item ❑ EFT/ACH: $ Per Item _ ltili„ty pte(Flat.1.4dejor Utilities credit cardsjntust.be paid by,payer) Z Credit Card Service Fee: $ 2 50 Max Cap for Credit Cards: $ 600.00 O EFT/ACH: Service Fee: $ 1.50 ® Paid by payer © Paid by Biller ..Intractiv` ne,-l\ IVR TECH ❑ Paid by payer Service Fee+$ ® Paid by Biller © 0.00 per item surcharge WEISPecial Ha 4 AUTO Pays(ACH Only)will be @$.25 Billed to the biller. IIIMPRIPIIIIIIMPS 1/1/2016 Requested by: Robin H Please note the above requested date is not guaranteed. The implementation time frame is not guaranteed subject to change and delays to workload,s stems/data re.uirements,biller coo•eration and other factors. a" 1750 old Meadow Road v: _ ;_ : , _ f �r .. Suite 300 Reforest McLean VA 22102 6 pAYMEpA SVt St?Lltrl Phone:0100)281.0240 teas source: None Office: Invoice Cloud,Inc. . . Office Phone: 7818483733233 Application ID: 210532 Application Data 1012W2015 3:13:49 PM Contractor Name: Carolyn Ambrose Association: Invoke Cloud,inc. ,Y...y.... .,a J,?'s'�:)k" .i-: 'xZ:µ l,ss•` � � ':1` .I=u`C�I`a'4.• 7Rir':: ^R.^t1..x • 'S:i'n>S:tLk••4'M` S4J7•§h ai"s.'" •a..,:Gt,;, :}n.,�r�$.,r'{`i�H=:I:Mx J«i�ifii:w�fiSF° i j•f"J�lr�i'5,:4�'S�ti=u:�:ii:(;�":�v `��?� �'�9�%ors' 'rd•. sSrS� a'�a..t a}"`,7 �Q. .1. t'%" Tf'- �17t9r4pj ('�a�[p'q���• eq� �i.d}�l ii:s g2fi • ,s�. :; l.0 � >t�.`! ,�'t��hr. ,l.l-�. 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UIt f i¢dal'Su 7JLac!rty 9,,b�7,?'•L#.)ea�,7r„s.,.L..i Type of Ownership: Government(Fed,St,Local) Business Open 1/1/1900 Existing MID: Legal Business Name: City of Farmington Business Name: City of Farmington Mang/Mae Address: 430 Third Street Location Address: 430 Third Street My: Farmington Slate: MN ZIP 55024 Ctty: Farmington Slate MN 7Jp 65024 Phone: (651)280-6880 Fez: (651)280-6880 Phone: (651)280-6880 Fax (651)280-6580 Contact: Robin Hanson Emelt rhanson@c1farmington.rnn.us Crmtomer Service Number: (651)280-6880 Federal Tax ID: 4111111110 D&B: Web Site: www.cLfarmington.mn.Us General Comments: U i ty MOO Code 4900&Please apply for the Visa Utility Program ro.c vzju,:krr9 ,i h•. u4'• 'i.iht• ..+J:' '.-7i+:4.,. ^-1'.ie_•}y: •fcfi.� ,�}.. ,:f:: ri nty'P°..: ::VSiix.`iti":"i}.ry., ..p4;t�s`ii£UF3l:i.,.i� :r $'i n;J:?" "is< '!;:C:tit'•::t�!"t9.p1 i,M1ri�r -1l-'$?. ,tlx=:35..:1J.F?D•,r t ,7lol' ,•.i"��. .+i" :o-. .i.7r •Ei•nl.h, .0:rA),,. 1�.. �5 �t l`I',ft>. vr''i ii7 x,i;t, •;;, ,-.ra.-. •::P..`•?i��'v'R{,�+ � rn-1'Flr�'d�t`. .u t ,.it,,..�1:•:«<, :a/q,P�:?!;:i>.�i:i 4+r: ,+k•, ;I. a r app f{r�?,{j }F I{,,1,r,i i%11. S _ ,�'L try}N�+,�f< ..M Mr:'.:%'' '�.i .3.�,. :f;t.,�.,.v ,,;& 3<7,7;1''.ct�y '�s r t.l.. 7 'nt a�c �:A3iJtlfthTl.1,tdcY,�ii+.•.'".i<•.�•�.�it�lf�l3,.�.).•grtf�:"�-I,�_7v'ti'f?�;i�('.t,]ir�l'iIAtITIsh+C 3,,1ixN.4:}t113`�S'�1'{.�;'.'i,lt,.tt..;, '<'>~iS:S�;�.`2>f3�¢rsl-+'t1 �1•ri.��11,11>1�15�1zaEr•,lia�r�,y:'..r-s�v+r!i?=�n..9di7.8:k+Mtwt.15r,:.:v.$v'`r'�5�. �lfi9if?:4 ?1 ,r*+iG�3�I�r Name(as II appears on your Federal Tex Retum): City of Farmington Federal Tax ID: 416005161 State Find: MN Type of Ovmasldjc Government(Fed.St,l oca1) O I CERTIFY THAT I AM A FOREIGN ENTITY/NON-RESIDENT ALIEN ® I CERTIFY THAT IAM PROVIDING AUTHORIZATION FOR THE ELECTRONIC ISSUANCE OF iRS FORM 1098 :,lit? l t3lif 1 ,. 1 1r' : : ,-}Sey .5.S s�fT. +" tc t ktj'-� Z M r u fi IV ' ',V. . �k Name: Robin Hanson Nara: Name: Title: Finance Director The: T18ce Address: 430 Third Street Address: • Address City: Farmington State: MN City: Stara: City: State Zip: 66024 rya (651)280-6550 ZIP: Phony Zip: Phone: En+frlt• Eermelt Ernai: BEN: 999-09-9999 DOS: SW: DOB: "�i•v.•�<5�...,n :N• } gylr' ':fl';J L'8i:5=,;r 'q`- �;�`t''A 13�e t`t �x :a �?r, .l�. ,:1,S 1 ¢ 3+'',LF a7}'t'+-y= ;�,'';, '":Vi. ��(, ��,t ft tS,.?:;i„a.r, ��t�?j�'i.Js:);•.fJ4.•�<d`�.( a }:1ii�+�ra'{'��AyS�?•>'�',t,14 tC'�1�}.?ii$a.•1`'?tt`-,1,L�{t `:I }� 'g> t ya`1„.Ffi;`� t �1"t{t.I�y �l.�C.f'•'; .<r tF'i Si ',s.7�#�,'��f!'�f+ ih,.4 1 SLj� b• Lt t�•1;u+s:r..�rf `•.f;., .:,t: }; , h . j,4(�k l•'y,� ,tfE,,.<(.�L; .,fr},.r<. �Se{iM,1'1.tl;''. 't�1$•LY* .I E sac"_ +'WI:Y."�,<5,�. L C 1.�_�::!>,=+�:�1 ��Si�Y�t4:�D'.�"N1�3��'r.!n�!r:•;�••.',:a?}:=il::d��'?�L'•�-�..1�`�i���Il�i:IPtL�SiL tl}�Al?ii!_�?.LvaJ,�i'1����j.sn°olr���o>.�}`�t'ti�9�� tV�.�'s:Xi..�"�a''�1...�.'t"`�.py.a-_�.._�s..."ta13v3 Type Of Buslnesa Retail Seasonal False Seasonal High Months: Business Descdptiorc Utilities(Water.Stonnwater,Sewer.Solid Waste and Street Lights) Return Poky: Other Days Until Product Delivery: 0 'Company has obtained svdian authorization from the consoler to debit/credit consumefe depository account. "Company has obtained verbal authorization from the consumer to debllaedlt consumer's depository account.but does not have written auihorization. Annual Volume: wo Average Ticket $215.00 Highest Ticket: $600.00 'SA/titters 0% '•Non-WrNen: 0% Merchant 0% Consrauar. 0% ii{• -s!MOM.f+'y rqa=o-i'J;;Jt:":,. 'rl� i?':1<'rj^'w"1'�y.:=nt'i t lift ,.�•" i{' i,,?tT•';'H,1 l 'I fib �5 '.t'„i4 Ib-• t Rss � AS i t§<a'�"1O"'.d't1'�;., "^1'- .�. tb (.E, ,��„, � f) ":r=I::I rsr�tCar� i. �cl.����tx{�x�d(:j'�:i�m•rx�Ci;4i:�ajll�'�ir �7,_tt j; }� �tP �t' ,a�y�k`,at.'a�x3jt��s�ti�y;;��;_'�=���' t¢lu , ,;tC ?tsli:,n-SrTi�` 1 � =euEt4W;7>r1,P�1.'Na'i. k: •roll x�:;r#,'..l°r' r•(#. t,. 'ti;h:Sir}F1Gr:#i'1liltra:,:;:, •..,....,:la.N'vt,1 .�-.i:f. t'�i-�i�:.rz3i„,,} to t a,)a a ..o_.t l Bank Name: Anchor Bank Phone: (651)463- City: Farmington State: MN 2irc 55024 Depository !Routing ti: all.1111. Acoormt@: 441M111 IFeae IRouingfl: MM. Amu"' AMIN sJ vE:•» 'in?:'+n¢w 7.,M.yi'n'., <.,•f1t.:'1' :tw °I. '':,4i- ":1513: �:6ka't f.p}• NNll# !:°1:;>s-, ri;^�•iL:gji+ `:ti:I`':t:. ? y�q. x1f 7:•iJ_.:J17S.jS:j�Ki'zP:t.�• u�q{5g.'•tcyr,�• f 4 <f '4Fyl k .S i�l d G ..I:�� �:' 4i t t`�Y .t � �. 'v' nValrc. •:YI J `{� .� �Ti;1i:; ..t4� ,•. t�7 1,.,,,.,1.*.```:^it'q: ^��A 1: {t r.�i;<l .:i:+.•lira; �' y� �E' � t"� :J�:+c t� .:} , ti.,Lltrc�,:n 4'} r�<• -,3. Fit r 'f ,:b .S�<+ `vp {' eaI S'Fl. ,{t( ` �tY N ll'J,:S � # rl, .rt..�.v '>F') il' eM1-u• '" .tom 1 fn zh, ;; �t"S, �.�a ��R r' !i` l�jt` �`•?�� !�''•�-�` '.n �`p�x` I3 G l��� � ���� � �(� 4'1 ,�{S{�vri;r�a t'=+}��i , P tl a.1 i�.i 5k.t 1 t�* 1 '}�„i t.0 t i'y a°'t,tkil I�Q 5`• {#'Sati`d'�•v�S dlt}i'ist'4t a�'�1''st4[ ?•lit•�t-JF$f Y's;1�4ttt lR1<t�:� # } 1•,n P�!3 5`iF d�.I. � Doscrlptlon <.stt 3 sr Qiyti IFnce, 1r111I�tctlon-o r r-: �j- Pc[,-..�.! x, M l�na1 :..xt s �� � yt,, .r r hllc elhilooas roe -: Z .:w> 5555 ,._.�, '` � .dl �-.¢L. a ., ...,, J .,;.v,<�' 'J ..�- 5555 .,.:;: v ..55,5 . 5555.- .. .. 555_5.- ._ Total: CCD Written 0.25 0.00 Statement Fee: 0.00 COD Nat-Written 0.25 0.00 Mini Fee: 0.00 PPD Written 0.25 0.00 Fife Fax 0.00 PPD Non-Mitten 0.26 0.00 Reject Face 10.00 WEB 0.25 0.00 Gateway Pam 0.00 ARC 025 0.00 Maintenance Fee: 0.00 Collection of Startup Fees wE bests ACH-Merchant drafted by Sage Payments MG Cycle: Monthly ^'�+"'7T•:o•:pt-�, tl ._ S Stitt A+' _.7 .t 4 ..�e,'t{I '�;l;q 1 kill i� ....:I�.Y:''"+b," 'i�1�i "'[4'd1fA:Y��i}'Yr;. i/,'J-.'-1'}: y1j9 Y :��r ar" R I '.$T}75•�� Y� �„^,,;)k ii''1'rf!4rl��k.;.t„s; 1ti';41fI•i:3 �;;1�t. , _slz I,r..ii� d ,x _�Sa,{f-��c�t' aF7 ..ti fiy. ; t.r t : ' 1 e s5 .j;. ,.n`3. .Y.at,rLt,?N.�,.'.: [„•e:�5!w:� n.._�-s?.s..� `.^, .t:�5r�aua..s.'lY.c�.,::aFtiN���2-�r`l:++)5•teI�.J%°s?R4ik?2,k1E.r�3elnk.:::fz�ot�•.El��fwe� 4 1•A_s'S'•}.� ,'•:.t�.f',alt:��i::H�F`-'J`3•.'k�i�.rt�rvri�af�l ;-�.<�r;,- .5::,t!l:.': Y `'ie IMPORTANT NOTES:APPLICATION FEE INCLUDES CREATION OF UP TO FIVE(6)ORIGINATOR ID'S AS INDICATED BELOW. FEES WILL BE ASSESSED FOR ADDITIONAL ORIGINATOR ID'S. A VOIDED CHECK FOR EACH BANK ACCOUNT LISTED BELOW MUST BE ATTACHED. Description �Typp Co nm its u r< Disb«rseicrent Ifee- I N: fat ...,'yz'S,> a« `;+"d,��"}�. �°��•^� '�rt?�Ltl^,'f,`Fc:T:�2a•��Cf." t��!S v,a'yu t`ir��.',.1.. �+ µY�''r>�ii k�fs�r 'Cif. .,:z.A• C... ... :'� tit{i! _ f 4f .r,1`+ E�'";�*•c`�' .�. .(, •+7: n i ii•.t`: s k>i� 1'�'1;h•�'S ii�st�g .ci;.hr.��,yrrfi.}u�.r l .i-f 5,.±1 'ill I i PRW ;11t :'Y11-- �. ;t 9{ 1 . orb,' ,: lt.,.�r;:>kt:, 1L�,t;j .=1:`.',lhdr,;;, dill. .IMWr.u_`;•r i fir�,2ri r1;i y at L xe,. j ,s,$ t,•E; "y . � t.. -1 4• uflA,,t ^ �{3' -) f.9 gp� 7 h i P•i... ••'� 45 li J 7.� t � � ��i i� _. � n� , �lt%Ye`YS.� �'tnt?Ei'ti5l§�.:.e,.9g�?E;.!ntt�xt•_I:i46,i3t�i'rfa^Yk�FiUf!3�i:S5lexuti<•.«�•!i�I•ff�{..r,Sl',•-cstM���'iSSSiY, �r!n} kl,'rCi'ftQlFnli.`{�1,-,rr<'1{�i?���.� t..,.��:. . +�3i€G�.1..� J,�a��� r ..a{� _ n.ku�i[Lrg By signing Disagreement,the company certifies to Sage that It Is authorized to sign this agreement This agreement,together with the terms and confirms attached hereto,and Incorporated herein by reference, • constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements.The company hereby agrees to glide by all the provisions of this agreement I.All of the Companys application and expedite(If applicable)fee(s)wN he non-refundable if Company cancels the Agreement before credit approval andtorfnslallallcn- 2.This Agreement Is not considered received until all documentation requirements and requests have been fulfilled by the Company. 3.The Signatory hereby gives pemisslon to Sage to access loather credit history via Trans Union,Equifax or oilier credit-reporting agency. 4.An authorized Officer of the Company has read end hereby acknowledges receipt of the terms and conditions to IL In wltnesswhereof the parties hereto have caused this agreement&eluding funds transfer Instructions Included hereto)to be executed by their duly authorized representatives to be effective an Ile date eat out below. By efgning this Agreement,the Company understands that outstanding sums due and owing to Sage,WE be charged daily or monthly end debited from its current depository acc oust Non-sutdalent funds for these debits are grounds fora change in Fees or termination of this Agreement,per the attached Terms end Conditions.in the event of non-payment of any sums due,Sage reserves the right to%glea w such menstram the current depositary account at any time to ensure payment of the same.By signing below,the Company represents that the lefueuatlen It has provided on Ns Agreement Is complete and accurate. • Company Name: SAGE PA LUTIONS • OWNER PARTNER!OFFICER 1 OWNER PARTNER/OFFICER 2 Signature: Signature: Signature: Printed Name: Printed Name; Printed Name: Title: Title: idle: Date; Date: Date: As a primary Inducement to Sage to enter Into this Agreement.I.the undersigned Guarantor,absolutely and unconditionally guarantee the rug and prompt payment of all Company's Indebtedness and fisbtiges.end the performance dell Company's obligations,to Sage under this Agreement(the'Obligations").I agree that upon Company's default I will pay Sage,In accordance with the terms and conditions of this Agreement,all fees and other sums payable by Company under thls Agreement Further,I acknowledge and agree that(I)this Guaranty wit continue until the Obligations ere fully and finally patterned;((Otitis Is agoerardyof payment end performance od waived without notice to or consent by�me end without'mandating mpttids Guaranty;(tv)this Guaranty n ravdt hegove other governed by remedy construed amada cewththe taws of the provisions of the Commonweal&ofd(v)�e Is authorized to investigate any and all credit information pertaining to this Guaranty;(vg I wit Be responsible for ail egal fees and ahtamala that Sage incurseMocng this Guaranty. Signature: ISodat Securityth IAl/Mallonwth Company. "EARLY TERMINATION:if Company cancels this AgreemeM durIng the term or any agreed upon extension term,applicable early termination fees shall be due Sage.See Article V Section 6.01 of the attached terms and conditon for additional details. b#{;'. z. I'?wI:r l�e aS'��Vs 41 }�y � p� � ^:�i•'��r'4 F A: %0, kt":� . 2`�'•_,1.59'i•x•tsr'Y}�n '� t'4r,:V• :n r�f,:aC 3 •A g1� 'r ( .E 1 a,.h1lry &�P _i=..._-,���•�.�i� By the signature below,signatoy vales that(q hetahe has physically inspected the Business Premises;and(Mere Information stated inn this Agreement is cermet,to the best of'f'Miler lelowledffe and le represented by herlhisCompaty. Sales Representative-Signature: I Sales Representative-Printed Name: (Date: • • TERMS AND CONDITIONS FOR SAGE PAYMENT SOLUTIONS VIRTUAL CHECK The following terms and conditions govern Company's use of Sage Payment Solutions'ACH Processing Services(the"Services")for its virtual check products. The term "Sage"means"Sage Payment Solutions",a Virginia corporation. The term"Company"refers to the merchant receiving the Services. These are the terms and conditions referred to in the Sage Payment Solutions Virtual Check Merchant Processing Agreement attached hereto,the provisions of which are incorporated herein by reference.These terms and conditions and the attached application constitute the entire agreement between Sage and Company with respect to the subject matter hereof. Sage is providing an Internet gateway to enable Company's customers to pay for goods and services by means of the Automated Clearing House("ACH")process. This Agreement and Sage's Web site includes important disclosures and regulatory information that are associated with the Services. The Services allow Company to collect periodic payment receivables from its customer accounts("Customer Accounts")through Sage Virtual Check and/or transfer credits to its customers through use of the ACH process;Sage will act as Company's agent to initiate credit,debit and adjustment Entries through an Originating Depository Financial Institution(the"Bank"),all pursuant to the terms of this Agreement,the provisions of Title 31 Code of Federal Regulations Part 210 and the operating rules of the National Automated Clearing House Association,as amended from time to time (collectively referred to herein as the"Rules"). Company agrees that it entering into this Agreement,that it will be bound by the Rules. Company understands that in order for the Services,including future services that may be available,to perform,Company is solely responsible for the hardware,software or other technology it uses to access the Services,which will be processed via ACH. Sage will not be responsible for any service difficulties resulting from Company's failure to possess technology adequate to use the Services. TERMS&CONDITIONS the Rules,or if any Debit Entries originated by you for two (2) years after termination or revocation of were unauthorized,Sage reserves the right to charge such authorization,or in the case of an authentication 1. Definitions. Except as otherwise defined herein, the amount of such Debit Entries to the Authorized made via telephone, the Internet or other on-line capitalized terms shall have the meanings provided in Account.All Net Settlement Amounts (as defined in network, the Company must retain a copy of the the Rules. The term"Entries"shall have the meaning Section 16 below)shall be deposited into the account authorization and a recorded record of the provided in the Rules and shall also mean the data at the financial institution designated in the authentication. The foregoing authorizations shall be received from the Company hereunder from which Application attached hereto to which Sage and the provided to Sage upon request.The Company agrees Sage prepares Entries. Company are parties ("Authorized Account"). (b) that, at its cost, it will periodically review its Credits. Provided the Company delivers the necessary authentication techniques to ensure that its security 2. Transmittal of Entries by Company. The data in accordance with the processing instructions measures are adequate, and make all necessary Company will use reasonable efforts to provide and in an acceptable format and deposits immediately changes, to ensure that all authentication techniques computer readable information that is accurate, available funds into the Agent Account(as hereinafter are in accordance with all applicable laws,regulations current and in the format specified in the Rules and in defined)in an aggregate amount equal to the Entries and statutes and the Rules. Sage may,at its option, conformance with other requirements set forth by to be transmitted,Sage shall initiate credit Entries to initiate a pre-notification entry for any ACH Sage,as the same may be amended from time to time, electronically credit Customer Accounts for settlement transaction. If Sage chooses to transmit pre- necessary to prepare debit and credit Entries in order on the Effective Entry Date(or next banking day in notification entries, it will not initiate live dollar to effect collection from and credit to Customer the event that the Effective Entry Date falls on a non- entries until at least six(6)banking days following the Accounts of the following types: ARC, PPD, WEB, banking day at the customer's depository institution). settlement date of the pre-notification entry. Such CCD,TEL,POP, RCK. The Company shall update Unless such funds are timely received,Sage shall be notice shall be provided to the Bank in the format and such information from time to time in order that it under no obligation to transmit the related Entry(ies). on the medium provided in the Rules.After Sage has remains current and accurate at all times. The Once an Entry is transmitted by Sage, the Company received notice that any such notification has been Company hereby authorizes Sage to initiate ACH shall have no right to the cancellation or amendment rejected by a receiving financial institution,or that a credits, debits and adjustments to the Authorized of any Entry after its receipt by the Bank.However, receiving financial institution will not receive Entries Account. This authorization will remain in effect after Sage shall use reasonable efforts to act on a request by without having first received a copy of the termination of this Agreement until all of the the Company for cancellation of such Entry(ies)prior authorization signed by its customer, Sage will not Company's obligations to Sage have been paid in full. to crediting a Receiver's account. Except in the case of initiate any Entry to such customer unless and until Confirmation from Sage of a credit or debit ACH payroll entries,the total dollar amount of Credit Entries the Company provides Sage and the receiving financial transaction does not constitute a warranty that the transmitted by the Company to the Bank on any one day institution with such authorization within the time Company will be paid for the transaction. shall not exceed Three Thousand U.S. Dollars($8,000). limits provided by the Rules. If individual ACH The Company acknowledges and agrees that, if an transaction values or the monthly total of the 3. Processing and Transmittal of Entries. (a) Entry describes its customer or other Receiver Company's ACH Debits and Credits exceeds Sage's Debits. Sage shall process Entries received from the inconsistently by name and account number,payment standard limits, Company may request Sage to Company to conform with the file specifications set of the Entry transmitted to the Receiving Depository increase these limits by agreeing to additional forth in the Rules,transmit such Entries to the Bank Financial Institution might be made by the Receiving underwriting review to be performed by Sage. If for re-transmittal to the ACH Operator or other Depository Financial Institution(or by the Bank in the Rejects or Returns exceed two percent(2.0%)of total location designated by the Bank,all in accordance with case of an"on-us"Entry)on the basis of the account monthly transaction volume,Sage reserves the right to the Rules and applicable regulations and operating number even if it identifies a person different from the (i) adjust transaction fees and rates, (ii) require circulars adopted or issued by the Federal Reserve named customer or Receiver,and that the Company's reserves, or additional reserves as defined in this Board or applicable Federal Reserve Bank,as in effect obligation to pay the amount of the Entry to Sage is Agreement; or (iii) to cease providing the Services from time to time. Each Entry or File shall be not excused in such circumstances. Company agrees described hereunder if Sage in its sole discretion delivered to Sage by an authorized representative of that Sage may withhold any amounts due to the determines that the Services provided to the Company the Company in accordance with the processing Company from subsequent payments in the event of an hereunder contribute to an unacceptable volume of instructions attached hereto. Provided the Company overpayment by Sage to Company. ACH returned items. Additional factors that may delivers the necessary data in accordance with the determine adjustment of fees, potential reserves or processing instructions and in an acceptable format, 4. Authorizations:Prenotifications. The Company cancellation include average sale amount, processing Sage shall initiate debit Entries to electronically debit will obtain written authorizations for each requested volume, credit volume, and other factors that may Customer Accounts for settlement on the Effective Entry that it has received from its customers,or,in the affect the risk of fraud or merchant instability,in the Entry Date(or next banking day in the event that the event of an authorization for a TEL entry, the sole discretion of Sage. Effective Entry Date falls on a non-banking day at the minimum information requirements in accordance with customer's depository institution), however if any the Rules must be provided to Sage. The Company 5.Rejects/Returns/Revocations of Authorization; Debit Entries are returned to Sage in accordance with shall further retain the original or a microfilm record Reserve Account. Sage shall notify the Company by Sage Merchant Agreement Page 1 of 1 Rev 11.11 PLEASE NOTE:The compkte VIRTUAL CHECKMerchant Agreement includes these teens and conditions and an application on three(3)additional pages fax or electronic transmission of the receipt of a or reinitiate an Entry without confirmation that the Gatewafm(the"Sage Marks").The Company will use returned Entry from the ACH Operator no later than Entry is accurate. the Sage Marks only in a manner and form approved two(2)business days after such receipt. Except for an by Sage. Company is granted by Sage the right to use Entry transmitted by the Company in accordance with 6.01 IRS Withholdings and Reporting. Section the Sage logo unaltered on its web-site in the Section 3,Sage shall have no obligation to re-transmit 6050W of the Internal Revenue Code ("Code") reasonable representation of the Company's use of the a returned Entry or reinitiate an Entry without further requires payment providers and third party payment Services until such time as this Agreement is evidence of valid authorization.All returned Entries are networks,such as Sage,to report payment settlement terminated and solely in the connection with the each subject to an additional $25.00 return fee, unless amounts to the Internal Revenue Service("IRS")for solicitation of its customers' agreement to utilize the otherwise stated in this agreement. Company hereby each Company processing through Sage. Company Services provided hereunder.All right,title,ownership agrees,if so requested by Sage,to maintain a reserve shall verify its identity by providing Sage with a Tax and interest in and to the Sage Marks remain with with Sage with a sufficient balance in Sage's sole Identification Number ("TIN") such as a Social Sage, and upon termination of this Agreement, the discretion to cover Returns, NSF, reversal of ACH Security Number (SSN) or Employer Identification Company shall have no further right to the use of the transactions and similar debits and fees payable Number (EIN) for each Company Account. In the Sage Marks, shall immediately cease all use and hereunder and any other liabilities of Company as event Company fails to provide its TIN, Sage will display thereof, and shall return to Sage all such specified in Section 16("Reserve Account").Company place a restriction on Company's Account and may marketing materials provided by Sage and remaining authorizes Sage to establish and maintain reserves in restrict the receipt of funds into Company's Account, in Company's possession. If at any time during the such Reserve Account by means of offset from daily or withhold a percentage of payments deposited into term of this Agreement, Sage determines that the settlement activity or provide such reserve funds Company's Account in order to satisfy the backup Company is not utilizing the Sage Marks in accordance requested by Sage within 48 hours of the request withholding requirements of the IRS. with the terms of this Agreement,Sage may demand Company will pay to Sage the amount of any returned that the Company cease and desist from all use of the debit that cannot,for any reason in part or in whole,be 7. Rejected Entries. Sage shall use reasonable Sage Marks and return all such marks directly to Sage. debited against Company.Company understands that efforts to notify the Company of a rejected Entry by The Company is fully responsible for the content of its electronic funds transfers can be "charged back" or fax or electronic transmission no later than the web site and for the advertising and promotion "returned" against the Originating Financial following business day such Entry would have been through any media of all of its offerings. The Depository Institution's account for up to 60 days transmitted by Bank or ACH Operator to Sage. Company certifies and represents to Sage that it is the following the statement date of the receiving Regardless of the reason for a rejected Entry,it shall owner or that it has full right and authority to use and institutions' transaction notification to customers' be the responsibility of the Company to remake such disseminate all information,data,graphics,text,video, accounts for debit and credit entries.If the Company Entries or provide sufficient data for Sage to remake music or other intellectual property which either forms wishes to revoke an authorization, (other than for a the same;provided,however,that Sage shall remake a part of its web-site,which is provided by Company to POP,TEL and Single Entry WEB entries)it must do such Entries in any case where such rejection by the its consumers, or which is used by Company in its so directly with Sage and provide an executed affidavit ACH was due to mishandling of such Entries by Sage advertising or promotion. to the RDFI that the debit entry has been revoked and sufficient data is available to Sage to permit it to directly with Sage. Sage's Bank may request a copy of remake such Entries.The Company shall retain and 10. Acceptance of ACH Rules. In order to facilitate the affidavit within one(1)year of the date on which provide Sage on request all information necessary to the Company's compliance hereunder with the Rules the adjustment entry was initiated by the RDFI. remake any file of Entries for three(8)days after the and with applicable law,subject to the limitations set midnight of the Settlement Date. forth in Paragraph 6, Sage may provide certain 6. Compliance with Laws and the Rules; materials, and forms ("Materials") and may make Notification of Change. The Company and its 8. Reversals: Erroneous Entries. The Company available appropriate personnel as it deems appropriate principals understand the Rules,agree to be bound by, shall be responsible for monitoring the accuracy of all to assist the Company to maximize their use of the and shall comply with the Rules. Furthermore, the transmittals and of notifying Sage of any duplication Services offered hereunder. The Company further Company agrees to comply with all applicable Federal, or error requiring correction. The Company shall not acknowledges that it is an Originator under the Rules. state and local laws,rules and regulations as amended knowingly transmit any false information. Sage may All Materials are provided solely for the convenience from time to time regarding the subject matter of this assess a processing fee of up to$500 per occurrence for of the Company,and Sage makes no representation or Agreement,including but not limited to the Federal each instance in which it proves that the Company has warranty as to the legal sufficiency thereof and Fair Credit Reporting Act and Regulation E,12 CFR knowingly transmitted false information as part of an assumes no liability therefore, and Company 205 et seq.,Regulation CC,Articles 4 and 4A of the Entry. If the Company discovers that any Entry it has represents and warrants that it will have its own legal Uniform Commercial Code,and the Electronic Funds initiated was in error, it must notify Sage within 24 counsel review the sufficiency thereof and will rely on Transfer Act. The specific duties of the Company hours of the discovery of the error. If such notice is its own business and legal judgment in determining to provided in this Agreement in no way limit the received no later than three hours prior to the ACH what,if any,extent it wishes to utilize Sage Materials. foregoing undertaking. The Company agrees that it receiving deadline,Sage will utilize reasonable efforts All such forms shall be printed at the sole expense of will promptly respond to all Reports of Possible ACH to initiate a reversing Entry or stop payment of any the Company and all unused Materials shall be Rules Violation to Sage. Company bears the final "on us"Entry within the time limits provided by the returned to Sage or destroyed by the Company upon responsibility to ensure that its consumers'policies and Rules. If such notice from the Company is received termination of this Agreement procedures meet the requirements of the Rules. The after the time provided above,Sage would utilize its Company agrees to consult with its counsel regarding reasonable efforts on behalf of the Company. Except 11. Data Retention:Verification and Security. The compliance of its authorization and payment for an Entry transmitted by the Company in Company shall retain data on file adequate to permit procedures and its compliance with the Rules, and accordance with Section 3,Sage shall have no liability remaking of Entries for seven (7) banking days shall not rely on Sage for any advice with respect to for and shall be indemnified(including attorneys'fees following the date of their transmittal by Sage as compliance with the Rules,or any Federal, state,or and costs)by the Company for its efforts to affect an provided herein,and shall provide such data to Sage local rule,statute,regulation or law. adjusting Entry or stop payment. upon its request. For Internet-initiated Entries, the Company represents and warrants that it shall ensure Sage shall make reasonable attempts to provide the 9. Marketing Materials: Use of Sage Marks; that the financial information it receives is protected Company with a notification of change("NOC")from Company's Marks. The Company shall have a non- by security practices and procedures that include (i) the ACH Operator within two (2) business days exclusive license to use Sage marketing materials physical security to protect against theft,tampering or following the Bank's receipt of same,if the Bank has containing the Sage name,service mark,symbols,and damage, (ii)personnel and access controls to protect provided Sage with the NOC. Sage shall, following logos associated therewith as may be supplied by Sage against unauthorized access and use, (iii) network receipt of an NOC,reserve the right not to re-transmit from time to time including but not limited to security to ensure secure capture, storage and EFTCash® Sage", Sage Virtual Checkrm, and Sage distribution, (iv) 128-bit encryption technology for Sage Merefim t Agreement Page 2 of 2 Rev 11.11 PLEASE NOTE.The complete VIRTUAL CHECK Merchant Agreement includes these teens and conditions and an application on three(3)additional pages. Internet transactions, (v) commercially reasonable are limited to those types of credit and debit Entries SERVICE, ITS USE AND THE RESULTS OF fraud detection systems, (vi) procedures to verify set forth in Schedule A,and is for an amount which,as SUCH USE. Without limiting the foregoing, Sage routing numbers and authenticate consumer identity, of the applicable Settlement Date, will be due and specifically disclaims any warranty(i)that the service and procedures to establish credit-worthiness and owing,has been specified to be paid,or is a correction will be uninterrupted or error-free,(ii)that defects will exposure limits for its customers. Company agrees of a previously transmitted erroneous Entry; (1)except be corrected,(iii)that security methods employed will that it shall conduct or have conducted annual audits as otherwise notified by Company, each of the be sufficient,or(iv)the service will be correct,accurate to ensure that the financial information it obtains from Customer Accounts is a"consumer account"within the or reliable. In addition, Sage shall be excused from its customers is protected by security practices and meaning of Federal Reserve Board Regulation E; (m) failing to transmit or delay in transmitting an Entry if procedures that include, at a minimum level, the all transactions submitted hereunder are bona fide;(n) such transmittal would result in the Bank's having practices set forth in(i)through(iii),hereinabove. For Company has never been terminated for cause from an exceeded any limitation upon its intraday net funds each Entry initiated in response to a telephone agreement in which the Services contemplated herein position established pursuant to Federal Reserve authorization from a consumer, Company represents are provided;(o)this Agreement constitutes the legal, Board guidelines or if Sage otherwise would cause the and warrants that its has employed commercially binding and enforceable obligation of Company, violation of any provision of any risk control program reasonable procedures to verify the identity of the enforceable in accordance with its terms; (p) each of the Federal Reserve Board or any rule or regulation consumer, and that it has utilized commercially Entry conforms in all respects to the Rules and of any other US governmental regulatory authority. reasonable procedures to verify that each muting applicable law; and (q) Company authorizes Sage to Sage's liability for loss of interest resulting from its number is valid. audit its records to confirm compliance with this unexcused error or delay shall be calculated by using a Agreement.All Sage instructions as set forth in this rate equal to the average Federal Funds rate at the 12. Representations and Warranties of Company. Agreement or in any schedule shall be complied with Federal Reserve Bank of New York for the period The Company represents,warrants and agrees that(a) by Company.Non-compliance may result in immediate involved. At Sage's option,payment of such interest All information contained in this Agreement, any implementation of non-compliance fines and/or may be made by crediting the Authorized Account application or in any other documents delivered to cessation of service by Sage. resulting from any claim for which Sage is liable for Bank and/or Sage in connection therewith is true and under this Section 13. complete and properly reflects Company's business, 13. Lability;Limitations on Liability. Sage shall be financial condition and principal partners, owners or responsible only for performing the Services expressly 14. Indemnification.The Company shall be liable for officers; (b) this Agreement (i) has been duly provided for in this Agreement,and may be liable only and shall indemnify and hold harmless Sage and the authorized,and delivered by the Company;(ii)is in full for its gross negligence in performing those Services. Bank and their employees, officers, directors, agents force and effect; (iii) the person executing this Sage shall not be responsible for the acts or omissions and affiliates from and against any claim,loss,damage, Agreement is duly authorized to bind the Company to of the Company or its owners, directors, officers, penalty,cost or expense(including attorneys'fees and all provisions of this Agreement;and(iv) such person employees or representatives (including without expenses)resulting or arising from(a)any breach of is authorized to execute any and all documents and to limitation the amount, accuracy, timeliness of any of the representations,warranties and agreements take any action on behalf of the Company which may transmittal or due authorization of any Entry received of the Company contained in this Agreement, (b)any be required by Sage now or in the future; (c) this from the Company) or those of any other person, claim of any person whatsoever of whatever nature Agreement does not violate any law or conflict with including, without limitation, the Bank, any Federal arising out of this Agreement, and for all attorneys' any other agreement to which the Company is bound; Reserve Bank or transmission or communications fees and other costs or expenses paid by Sage in the (d)There is no action,suit or proceeding pending or facility, any Receiver or Receiving Depository enforcement of this Agreement, including, but not threatened which if decided adversely would impair Financial Institution(including without limitation the limited to those resulting from any transaction Company's ability to carry on its business substantially return of an Entry by such Receiver or Receiving processed under this Agreement and/or(c)any costs as it is now being conducted; (e) the Company has Depository Financial Institution),and no such person or expenses incurred by Sage related to any obtained all necessary regulatory approvals, licenses shall be deemed Sage's agent. Sage also will not be bankruptcy filing that Company may file. If any of the and certificates to provide any services that it intends responsible for any loss, liability or delay caused by Entries that are on Sage's system belonging to to offer,(f)the Company shall perform its obligations fires, earthquakes, wars, civil disturbances, power Company are subpoenaed by legal process or under this Agreement in accordance with all surges or failures,acts of government,labor disputes, otherwise,Sage shall use reasonable efforts to notify applicable laws and regulations, regardless of the failures in communication,networks,legal constraints Company. If Company does not respond in a timely nature of the laws and regulations,and shall continue or other events beyond its control. Because of the manner, and/or thirty(so)days elapses from Sage's to comply with all applicable laws and regulations that difficulty of determining actual damages for any failure receipt of subpoena, Sage may produce records in may apply to it in the future; (g) Company shall be of Sage to perform its obligations under this accordance with the subpoena. Notwithstanding the bound by and comply with the Rules as in effect from Agreement, the parties agree that the extent of any foregoing, should Company request that Sage not time to time and acknowledges that Entries may not damages hereunder,if any,shall be limited in amount produce any records in response to a valid subpoena, be initiated that violate the Rules, or laws of the to the greater of the Minimum Transaction Processing Company shall indemnify and pay all costs incurred, United States; (h) it shall pay all taxes and other Fees or the amount of the Transaction Processing including attorneys'fees that Sage incurs in opposing charges imposed by any governmental authority on Fees based upon the Schedule of Charges (Fees) the subpoena. Sage shall estimate the costs and the Services provided under this Agreement (i) each attached to this Agreement paid for the one calendar attorneys'fees of opposing the subpoena,and Company person shown as the Receiver on an Entry received by month preceding the month in which the loss shall pay those fees and costs to Sage BEFORE Sage Sage from Company has authorized the initiation of occurred. IN NO EVENT SHALL SAGE BE has any obligation to take any action to oppose the such Entry and the crediting and/or debiting of such LIABLE FOR ANY CONSEQUENTIAL,SPECIAL, subpoena. If Company fails to pay the costs and fees in person's account in accordance with the Rules, by PUNITIVE OR INDIRECT LOSS OR DAMAGE advance,Sage shall have no obligation to oppose the Regulation E or other applicable law and this WHICH THE COMPANY MAY INCUR OR subpoena and may respond to it in accordance with its Agreement in the amount and on the Effective Entry SUFFER IN CONNECTION WITH THE terms. Should Company pay Sage's fees and costs in Date shown on such Entry, and the Company will PERFORMANCE OF THIS AGREEMENT, advance,Sage shall oppose the subpoena but does not retain all of such authorizations for a period of six(6) INCLUDING ANY LOSS OR DAMAGE FROM warrant whether it will be successful in doing so, years after their termination or revocation or for such SUBSEQUENT WRONGFUL DISHONOR longer period as may be required by the Rules or RESULTING FROM SAGE's ACTS OR 15. Compensation. The Company shall pay Sage the applicable law and provide a copy to Sage upon OMISSIONS PURSUANT TO THIS AGREEMENT. fees and charges for the Services rendered hereunder request;(j)such authorization is valid at the time of SAGE DISCLAIMS ALL WARRANTIES,EXPRESS in accordance with the Fees and Charges as set forth in transmittal or crediting/debiting by Sage as provided OR IMPLIED, INCLUDING THOSE OF this Agreement Such fees and charges do not include, herein and has not been revoked by operation of law or MERCHANTIBILITY AND FITNESS FOR A and Company shall be responsible for payment of,any otherwise;(k)Entries transmitted to Sage by Company PARTICULAR PURPOSE.IN RELATION TO THE sales,use,excise,value added,utility or other similar Sage Merchant Agreement Page 3 of 3 Rev 11.11 £LEASENOTE•The complete VIRTUAL CHECK merchant Agreement Includes these tens and conditions and an application on three(3)additional pages. taxes relating to the Services provided for herein,and and Sage shall be excused from any further termination by Company will not affect Sages rights any fees or charges provided for in any related account performance hereunder. or obligations arising before the termination. agreement with the Bank. The fees and charges are subject to change upon SO days'prior written 17. Tem. Except as otherwise provided herein for 19. Status of Sage. The parties hereto acknowledge police(by electronic or U.S.mail)to the Company. earlier termination,the initial term of this Agreement and agree that Sage is acting solely in the capacity of Upon receipt of any notice of fee increase, the shall be three(S)years commencing as of the Effective data processing agent for the Company, has no Company may,by written notice to Sage given at least Date hereof and shall be automatically renewed for responsibility for providing any funds to the Bank to 10 days prior to the effective date of any such fee additional two(2)year terms,unless either party gives cover any Entry it transmits on behalf of the increase, terminate this Agreement as set forth in to the other party written notice of its intention not to Company,and the Company,any accounts established Paragraph 17. In such event no cancellation fees will renew at least ninety(90)days prior to the expiration by the Company,hereunder or otherwise,and/or the be charged. The effective date of termination shall be of the then current term. The effective date("Effective Guarantor(s)are liable for any and all compensation no later than 90 days following the date of the Date") shall be defined by the date the contract is due Sage for its Services as agent. Company's notice.Any such fee increase shall not be ratified by Sage. Upon receipt of any material effective with respect to the Company during the moderation to this Agreement as set forth in Paragraph 15, 20. Security Procedures: Confidentiality. The notice period. If Company does not terminate the the Company may terminate this Agreement within seven Company agrees to comply with the procedures Agreement,it shall be deemed to have accepted the fee calendar days after delivery of notice of termination to Sage. established by Sage or the Bank for security as are and cost increase. Notwithstanding the foregoing,this Agreement shall communicated to it either orally or in writing and will not terminate beyond the term of Sage's agreement contact Sage immediately if it has reason to believe 16. Collection of Amounts from Debit Entries and with the Bank for the origination of ACH entries. that confidentiality has been or is likely to be breached. cos. Concurrent with the execution and delivery of this Agreement,Sage shall have established a fiduciary 18. Default:Termination,. Sage shall have the right 21. notices. All notices, requests and other account and a ledger account on its books in to immediate termination of this Agreement if the communications under or in connection with this connection with its master account, titled "Sage Company's representations and warranties contained Agreement shall be in writing and shall be given by Corporation/Fiduciary" (the "Agent Account") with in this Agreement are not true and correct both on the electronic mail,facsimile transmission,express carrier the Bank(s)into which funds received from Customer day made and at any time during the term of this or United States registered or certified mail,addressed Accounts shall be credited and from which funds may Agreement. Sage may also cancel any account for any to the applicable party or parties at the address be debited by Sage for settlement in accordance with customer of Company or Company if it participates in provided to the other or as set forth above,or at such this Agreement.Within 5 days of the Settlement Date any illegal, unethical or other unacceptable behavior other address as may be designated by notice as of the respective debit Entries initiated by it hereunder that Sage, in its sole discretion, deems to adversely provided herein. Any such communication shall be (or such longer period as may be required by Sage as a reflect on Sage's reputation, and either party may effective upon its receipt. condition to acceptance of this Agreement,which shall terminate this Agreement if the other party (i) is in be specified in a written notice to the Company),Sage default of any obligation under this Agreement(which 22. Binding Agreement: Third Party Beneficiary. shall direct the remittance to the Company of the shall include nonpayment of fees and charges)and such The terms of this Agreement shall be binding upon aggregate amount of such debit Entries less (i) all default has continued for fifteen (15) days following and inure to the benefit of each party hereto and its applicable fees and charges payable to Sage under this notice and opportunity to cure,(ii)files or suffers the respective successors and permitted assigns. The Agreement or required by Sage to fund or replenish filing of a petition for relief under the bankruptcy laws Company agrees that the Bank shall be a third party the reserve established hereunder and(ii)the amount or (iii)makes an assignment of all or substantially all beneficiary of this Agreement and,without limitation of rejected Entries and returns of debit Entries (the of its assets for the benefit of creditors. Any as to other rights as a third party beneficiary,shall be "Net Settlement Amount"). Periodic and other single termination of this Agreement shall not affect any of entitled to rely on the representations,warranties and charges payable hereunder shall be deducted from the the obligations of either party arising prior to such agreements of the Company as if made in a written first transmittal of Entries received during the period termination. Notice of termination must be given in agreement directly between the Bank and the in which the fee or charge is payable. From time to writing by Company. Upon termination of this Company. Except as expressly contemplated by time, Sage shall debit the Agent Account, the Agreement by Company during the Initial Term or herein,this Agreement shall not benefit or create any Authorized Account, or related clearing account for any Renewal Term, Company shall pay to Sage a right or cause of action in or on behalf of any person fees and charges earned under this Agreement and for Termination Fee of Twenty-Five($25.00)Dollars other than the parties hereto and the Bank. any returns not previously deducted. The Company for every month remaining in any such term authorizes Sage and Bank to debit via ACH the Agent ("Termination Fee"), except that a Termination 23. Amendment. From time to time Sage may Account, the Authorized Account, the Reserve Fee shall not be owed to Sage in the event of a amend any of the terms and conditions contained in Account, any other account the Company has with termination for a fee increase as set forth in this Agreement, including without limitation, any Sage,an affiliate or subsidiary of Sage,Bank or at an y Paragraph 15. Upon termination as set forth in this cut-off time,any business day in order to comply with other financial institution as an offset for any amount Paragraph, the Company shall notify Sage of the modifications to applicable laws and regulations and the Company owes under this Agreement or under any effective date of such termination,and any processing the Rules. Such amendments shall become effective other contract,note,guaranty,or dealing of any kind fees due to Sage must immediately be paid upon notice upon receipt of notice by the Company or such later now existing or later entered into between the of cancellation.Sage shall retain in the Agent Account date as may be stated in Sage's notice to the Company. Company and Sage or any subsidiary or affiliate, for a period of no less than one hundred fifty (150) whether the Company's obligation is direct,indirect, days following termination an amount in reserve 24. Assignment. The Company may not assign this primary,secondary,fixed,contingent,joint or several. sufficient,in its sole discretion,to pay for any items Agreement or any of the rights or obligations In the event such ACH does not fully reimburse Sage returned subsequent to the effective date of hereunder,without the prior written consent of Sage, and Bank for the amount owed, the Company will termination to cover return items. Accounts are not which consent shall not be unreasonably withheld. immediately pay Sage and Bank such amount. The closed until the account balance is paid in full.Sage is Company acknowledges that this Agreement is an hereby authorized to draft from Company's bank 25. entire Agreement: Headings. The terms and agreement pursuant to which Sage is extending the account the amount of all fees due upon cancellation. conditions contained herein together with the Agent Company financial accommodations within the During this period,Sage shall forward to the Company Account, application, Authorized Account and any meaning of Section 365(c)of the Bankruptcy Code. return item verifications as they are received. At the exhibits hereto constitute the entire agreement In the event Company becomes a debtor in any expiration of such period, Sage shall return any between the parties hereto relating to the subject bankruptcy or similar proceeding, this Agreement remaining funds owed the Company or invoice the matter hereof and supersede any prior agreement or cannot be assumed or enforced by any other person Company for any return item amount still due it.Any understanding and except as set forth herein may only be modified in writing executed by all parties. In the Sage Merchant Agreement Page 4 of 4 Rev 11.11 PLEASE NOTE.•The complete VIRTUAL CHECKMercha tAgreement includes these tense and conditions and an application on twee(3)additional pages. event of any inconsistency between the terms of this deemed an original,but all of which together shall be all varying transfers, the consumer may elect to Agreement and any Materials/Instructions provided deemed to be one and the same instrument. A receive notice only when a transfer does not fall within by Sage, the terms of this Agreement shall govern. facsimile signature will be binding and legal in all a specified range of amounts; or, alternately, the Headings contained in this Agreement are used for respects as if it were an original signature to the consumer may elect to receive notice only when a reference purposes only and are not a part and shall Agreement. transfer differs from the most recent transfer by more not affect the construction or interpretation of this than an agreed upon amount Agreement 31. Consent to E-Mail Communications. By entering into this Agreement with Sage the Company 35. Attorneys Fees. Company will be liable for and 26. Credit and Financial Inquiries, (a) Company is consenting to the receipt of electronic mail("e-mail") will indemnify and reimburse Sage for all attorneys' authorizes Sage to make, at any time, any credit from Sage. fees and other costs and expenses paid or incurred by inquiries which either may consider necessary to Sage in the enforcement of this Agreement, or in accept or review acceptance of this Agreement 32. Non-Compliance. Non-compliance with the collecting any amounts due from the Company to Sage subsequent to Sage's acceptance of this Agreement. terms of this Agreement could result in immediate or resulting from any breach by Company of this Such inquiries shall include,but are not limited to,a implementation of non-compliance fines to Company Agreement credit check of the business including its proprietor, and/or cessation of the service described hereunder by partners,principal owners or officers. If requested to Sage. 36. Security Interest TO SECURE ALL do so by Sage, Company shall provide the written OBLIGATIONS OF COMPANY TO SAGE consent of any person for which an inquiry has been or 33. Appointment as Agent The Company desires to ARISING FROM THIS AGREEMENT,COMPANY is to be made if such person has not executed this effect settlement of credits and debits from the clearing HEREBY GRANTS SAGE A LIEN AND Agreement and will provide any financial statements account of Sage by means of ACH as anticipated by SECURITY INTEREST IN ALL TRANSACTIONS income tax and business tax returns and other Agreement In accordance with this desire, the AND ITEMS SUBMITTED FOR PROCESSING, financial information as Sage may consider necessary Company authorizes Sage to initiate debit and credit ALL RIGHTS RELATED TO THIS AGREEMENT, to perform initial or periodic reviews of Merchant's entries to the Authorized Account. By signing this INCLUDING WITHOUT LIMITATION ALL financial stability and business practices authorization,the Company states that it has authority AMOUNTS DUE COMPANY, ALL DEPOSITS to agree to such transactions and that the Authorized REGARDLESS OF SOURCE, TO ANY OF 27. Severability. In the event performance of the Account indicated is a valid and legitimate account for COMPANY'S ACCOUNTS ESTABLISHED AS SET Services required hereunder would result in a violation the handling of these transactions.This authority is to FORTH IN THIS AGREEMENT OR OF ANY of any present or future statute, regulation or remain in effect until Sage receives written notice from PARTY SIGNING THIS AGREEMENT government policy to which Sage is subject,then any the Company withdrawing it This authorization is for PERSONAL GUARANTY (THE "SECURED provision of this Agreement the performance of which the payment of fees, returns, credit collections, and ASSETS"). Said security interest may be set off or would constitute such a violation shall be deemed null disbursements. The Company also certifies that the otherwise be exercised by Sage without notice or and void, and this Agreement shall be deemed appropriate authorizations are in place to allow the demand of any kind. The exercise of this security amended to the extent necessary to comply with such Company to authorize this method of settlement. interest shall be addition to any other rights of Sage statute,regulation or policy,and Sage shall incur no under the Uniform Commercial Code,this Agreement, liability to the Company as a result of its performance 54. Authorization and Notification Requirements. applicable laws or in equity. The parties specifically in accordance with any such amendment Transactions processed through the Automated acknowledge and affirm that pursuant to the Uniform Clearing House (ACH) are strictly controlled by Commercial Code of Virginia, this Agreement shall 28. Survival. All representations, warranties, Governmental Regulations and monitored by the constitute a security agreement and that Sage has a covenants,and agreements of the Company contained Federal Reserve.The Company must have appropriate general lien upon the accounts described in this herein shall survive the execution, delivery and authorization from Receivers for initiation of Entries. Agreement and right of offset against all funds that termination of this Agreement The following directive is offered to promote accuracy may be due to Company, which shall stand as one and standardization for authorization requirements:A continuing collateral security for the timely 29. Governing Law; Jurisdiction: Waiver of Jury statement authorizing the Originator (Company) to performance of Company's obligations to Sage. Sage Trial. This Agreement shall be governed by and initiate credit or debit entries to the consumer's shall also have the right to require the Company to construed in accordance with the laws of the account and authorizing the RDFI to accept and post furnish such other and different security,as Sage shall Commonwealth of Virginia without giving effect to them to such account including (i) Account and deem appropriate in its sole discretion in order to choice of law rules. The Company consents to the Routing numbers must be accurately stated;(ii)date secure Company's obligations under this Agreement. jurisdiction and venue of the United States District and signature(s)are required,except that in the case of Company agrees to execute any documents or take any Court for the Eastern District of Virginia and the Internet or other electronically initiated transactions, actions required in order to comply with and perfect courts of general jurisdiction of Fairfax County, there must be evidence of similar authentication by the any security interest under this Section at Company's Virginia as applicable, to the exclusion of all other Receiver ; (iii) Originators (Companies) must ensure cost To the extent permitted by law, Company forums. EACH PARTY HERETO IRREVOCABLY that the consumer is completely aware of the nature of authorizes Sage to execute any financing statement or WAIVES ALL RIGHTS IT MAY HAVE TO the product or service that he or she is purchasing;(iv) other documents relating to this security interest TRIAL BY JURY IN ANY ACTION, provisions that permit the consumer to terminate the Company represents and warrants that no other party PROCEEDING OR CLAIM OF ANY NATURE authorization by written notification to the Originator has a security interest or lien in the Secured Assets. ARISING OUT OF,BY VIRTUE OF,OR IN ANY (Company) in such time and manner to afford the WAY CONNECTED TO THIS AGREEMENT, Originator (Company) and the RDFI reasonable 37. Force Majeure. Sage shall not have any ANY DOCUMENT EXECUTED IN opportunity to act on such notification. In an responsibility and shall incur no liability for any failure CONNECTION HEREWITH, ANY application where the debit amount varies, specific to carry out,or any delay in carrying out,any of its AMENDMENT OR SUPPLEMENT HERETO OR additional requirements apply. If a pre-authorized obligations under this Agreement resulting from acts, THERETO, OR ANY OF THE TRANSACTIONS debit transfer varies from a previous transfer relating omissions,or inaccuracies of third parties not under its CONTEMPLATED HEREBY OR THEREBY. to the same authorization or from a fixed pre- reasonable control, acts of God (including, but not COMPANY ACKNOWLEDGES THAT THE authorized amount, the Originator (Company) must limited to,fire,floods or adverse weather conditions), FOREGOING WAIVER IS KNOWING AND mail to the customer or deliver to him written notice of labor difficulty, legal constraint, war, terrorism, the VOLUNTARY. the amount and scheduled date of the transfer at least unavailability or interruption of transmission or ten 00) calendar days before the scheduled transfer communication facilities or utilities, equipment or 30. Counterparts. This Agreement may be executed date. Additionally, if the Originator (Company) other technological failure, emergency conditions or in any number of counterparts,each of which shall be informs the consumer of the right to receive notice of any other cause beyond its reasonable control. Sage Merchant Agreement Page 5 of 5 Rev l l 11 PLEASE NOTE:The complete VIRTUAL CHECKMerchant Agreement includes these terms and conditions and an application on three(3)additional pages. • MERCHANT PROCESSING APPLICATION • 1750 Old Meadow Road I • Suite 300 McLean VA 22102 None SAfi6PAYMENI'�LURONS Phone:(BOO)201.0240 Sage Payment Solutions Is a registered ISO/MSP of BMO Harris Bank N.A.figi SetfementBent BMO Harris Bank NA. IAuth Network VIsanetTTSYS 'Sato Nehvork we) Office: Invoice Cloud.Inc. Office Phone: 7818483733233 App ID: 210532 Application Date: 10/28/2015 3:13:49 PM Contractor Name: Carolyn Ambrose Association: invoice Cloud,Inc. i. :�u<,9�-r•i.xa:::••t,.w �b� t m xo<�1Y•. +:o(•;•ft_t is 'i�•. e�A�4r 1�•t.0 :r rs<, t•re i't'' 's$hS q:i y::•i b•: �tiw'-%>;'23,..h., ,7�;,nv�.�,.:tl!'rrh.l'4:;..•1' .t,.mti_, y� i4f9=1 .rliE,tf' }tii,i�,:.y-,t{t.k:.i'tifb"'t:.l�I iJ f:?.,`'iSi,�` ". !�. y���:•) ,ii.�� .t.h};.,`'fiii''lTlt;t,,, t .y i+ti..a- .fG'4t1. t:3:J' .I^.�ny{: •d a :,t�ne�el tr ,a. .;`'E •aR. .5.., ,,,<.;..,a. 1 ,�j f�,, dr, ,1 `•tq,J1.i, ,`i' Jt. •r;,,, 1 ;t: t'-13�t `.• ?,f t .e�I t 2� �;:rT'•t'Af'f>Tar �r�' �:sP 5�� �:f .,.,.,v-t..,., .-.:,,.•,� s .}�. �`¢ } � �,� :r��i: tr� +t 1 i{?,1, r�4.,�•�'1,,,£ ,,,��k �in� ��'�� r��'• f!t'Ri�t't4:b.,f�?4t:�:w'S�;S::t•3�+�('� .:f:' •'�.. :,t:=+'�rh+u cy,f ai£:l::i'�fr.!a SAO,}i�l o A 1<x'r.,.,;::-9i1�:�:.,i•t.: ra`�s..�• �•• aP-t5>3Y'net,,.X9rs.7.�n':``'•.�i!r„a.,rkt'4+r�:vr�{ ,71?.r>.l( itl` Type of Ovaterehdp: Government(Fed,St,Locel) Business Open 1/1/1900 Existing MID: Legal Buelness Name: City of Farmington Business Name: City of Farmington MalUng/BillNg Address: 430 Thfrd Street Location Addreae: 430 Third Street City: Farmington State: MN ZIP 55024 City: Farmington State MN 21P 55024 Phone: (651)280.6880 Fmc (851)280-6880 Phone: (551)280-6880 Fex (651)280-6880 Contact: Robin Hanson melt: rhanson @ctfarmtngton.mn.us Customer&erv#ceNumber; (651)280-6880 D&B: Web Site: www.cLfermington.mn.us Number of Locations: yy���--rra<ps•r� SS:let,'ut' ,(.,.a;;i•""• .•,t+;s�pl.:'tt •ra:r•.':- ':.H'. "--��fr?. �.;I`:itiB�J's, r?P Ti [.•;,t. 'it.°-S{fl?"v`,d Y.^.l f�"'r`.g;,y�,..'•' rf.;: .�{-,p,'++ r',f.sbxw,•c�; '%{•:t: v�,'.i }Y.F�a•r i!'n_ .1�5Ri'.4'k:1'2,ai ''Er•}s .�-,t r_y•'4' s� Z'it1!s 11 ., 1 .aii,it(•�° ��oha�u's��...y, � ..y;,.E}r',g'•a�"t,•0 t"tw`' :r,fl;hs ..t.:<ic, -5:+l x" ;'! Ix�'�: £;S: .tsN,;;`rs• � 'si: }E �,y r;•��ta arD�'!��2:S��aSfdS: <.s,+.g",.tn>t�d,at-ot1:h....85.�sr:-PS�.�..w7i��`rA�.r,.`:n.q�,.�,��..,'�(Mi4._���3;:R.fs4.<'71nif.tlk,�r.�;i�i,r,T�t:u6S1LC:�;;�$.d�fica�,rh_,{i,t}3�.:��,ti,•.r,.t:.r�lity�'fd�•�it`::�r:�.l� �..•�`.aa .d t7 _ .•�ifl.r�'�Ka�ti�-A^+#� .'fir td Name(as iI appear on your Federal Tax Return): City of Farmington Federal Tex 1D: ofaliall State Filed: MN Type of Ownership: Government(Fed,St,Local) EI I CERTIFY THAT I AM A FOREIGN ENTITY/NON-RESIDENT ALIEN ® I CERTIFY THAT IAM PROVIDING AUTHORIZATION FOR THE ELECTRONIC ISSUANCE OF IRS FORM 1088 V r_: 4” •si d .;n x S :! p 4t '� .±.Ff• n'Ji:. y • •rr n.,; 1 - f 7 ,ly z r I; i4,.tt t,•••'• '�•'` !f g1 l) t,' . 4t-S�f,.;y.,��'1 KT e if °• -tn.° u iffeV�iaar Simi b+{ �yrr`nl , ` r",.II al 7. w , br. �`"" ,`� ?S1 .n r.,.A tie ,1L,. Sec. 7111„ 1t n c 1d nt,so. uin,fll: 3•.a'7,t, .°..:.:::.,{„ t�tS,J.•.<i'bnY vo44, t P C.., u 1,4 Name: Robin Hanson Name: Title: Finance Director Tom: Address: 430 Third Street Address: City: Farmington Sta#m MN City. Slate: Zip: 65024 Phone: (651)280-8880 ax Phon . Emcit Emel: SSN: 999-89-9999 DOB: SSN: DOB: Il3,„�7.4 °. l r3ga : b t l i' kP[ 41 t'r or i• .N4,3E6%11 %11 Member Bank(Acquirer)Information I Important Member Bank(Acquirer)Responsibilltee Acquirer Name BMO Harris Bank NA t A DlscoverMsalMasterCardlAmedcan Express Member Is the only entity approved to extend acceptance of DlsooverM$WWMesIGCSIdlArnerlcan Express products directly to a merchant AoqulrerAddress: 160 N.Martindale Rd State 900 2.A DlsooverMsetMesterCard!Amedcan Express Member must be a prfncipst(signer)to your Merchant Agreement. Acquirer City: Schaumburg &The D e wn tarn Express Member Is responsible for educating Merchant on the pertinent Express Operating Regulations with which the Merchant must comply. Acquirer Slate,Zip: IL,60173 4.The DiscoverNisollviasterCard!Ammken Express Member Is responsible for and must provide settlement funds to the merchant. Rooker Phone: (847)240-6600 S.The DlscovmMeslMasterCardlAmedcan Express Member Is responsible far=funds held In reserve that ere derived from settlement 'Merchant Information I Important MerchantResporetbllkes Merchant Name: City of Farmington 1.Ensure compliance with cardholder data security and storage requirements Merriam Address: 430 Third Street 2.Matntatn fraud and ohergsbeck thresholds. Merchant My: Farmington 3.Review and Understand the terms of the Merchant Agreement Marched Slate,Zia MN,65024 4.Comply with DlscoverMsaa/MasterCard Operallng Regulations. Merchant Phone: (651)280-6880 THE RESPONSIBILITIES LISTED ABOVE DO NOT SUPERCEDE TERMS OF THE MERCHANT AGREEMENT AND ARE PROVIDED TO ENSURE THE MERCHANT UNDERSTANDS SOME IMPORTANT OBLIGATIONS OF EACH PARTY AND THAT THE DISCOVERNISNMASTERCARD MEMBER(ACQUIRER)IS THE ULTIMATE AUTHORITY SHOULD THE MERCHANT HAVE ANY PROBLEMS. X MERCHANT SIGNATURE MERCHANT PRINTED NAME&TITLE DATED Merchant Agreement Page 10/4 AMEN=NOTE The complete Merchant Agreement includes this application and the terms and conditions on eight(8)addIti nal pages. BMO ft Harris Ban '^k4i t.� - f`-'•S:j! r1"'�'i'�+r,ST';J-. - °^T,:n,t �itr„ ,Tr�..��r: '=n°7.;rr-,i4t'.'4c�>.t:.ii•?.it�''�f'!^• °5ra'i•'rv' Vin,.,,;.{S.:St�{,�ki.•..,i to r>;.Y%I:"^::i.t ,q h�.. �� l a� o, d, !:t .iFSn,xuP :%;frJlifiittit}ud„�'?ift 'S7«.,' ,sxlfr:igiaa:,:,.,t es;t r-.ili:tit !•:rkL+tT-% �it:is?1<r,:t: (t i .Y ,,��t Tnyr�'$$����'4•}. ,�y� �C, s�,�»s_�'_rrr,�<t�`..,.�.,r1i�:.":,c'�ica�Jt+r•S#.";=.,},.xr�t?l..Trvr.,•-�a,4, ,sr.<dr.:P:;r,^:2'... :1`lt: .�<ia;'•t�.!':n">;y�sf�.�.:::,�_'=:+.f,.;,>'st3•�su�4 Ll;iM<t�� ��''t�,:a�3a�lkdilt��� ,.�a...l'v�.f:Ri tAYt1<IA't`�l:a����if',`�i'�c<r �t'.mre<,.< i.s ., ..,, .x ..a. ... � .?.,2� �:,:,�>:;.ii....2 i.16 In �r..... rqt t,.'t'°,..n, :.i Type OtBuslnes= Retail Seasonal: False Seasonal High Months: Business Description: Utilities(Water,Stotmwater,Sewer,Solid Waste and Street Lights) Return Policy: Other Days Until Product Delivery: 0 Monthly Volume: 99,330AD N o e SfiC. g a I S "TNdti t p't ^rak`.a v� x: Average Ticket $216.00 Card Present Swiped 0% CermwnerSales 80% Highest Ticket $800.00 Card Present keyed 10% Business Sales 20% Discount Paid: Monthly Card Not Present 90% Government Sales 0% �,t.�. .. . { Y! t' y$• ifnts xaT 2 i:x jr". <tnN i� `iiu�"3 l�: §� F" i s i.s< 3 3 �r 7 mw i g , 4,43.p icia??,,A litAi ii.� > 4%.44tid.4,,404* iiiNigNS satin il,g1itt gAo: •g. ,)• �•t,tr g-4:fl.: :4I;'i A.;tA.d t Please explain your billing/delivery policy: ❑ Full payment upfront with days until product/service delivery. • radial payment required up front with %and within days until final product!service delivery. ❑ Payment received after product/service is provided B product/service delivery requires recurring Ring,please explain avallabte Ming option= ❑ Monthly ❑ quarterly ❑• send-A muapy ❑ Annually Is any part of your business outsourced to a third party 7 YES NO If YES,please expain: `t.,•'t': ",a,.,:n;" <C�•:I:_°.. _ ^,.F^'. ;�,ST. S•tgT'r,r C 'fi�;t+ Lam:, Y."' 't't' 4^z.,�• Y lMII. -t ,'p' dl�lri>1. ���/, '` `i'na��de",' p�.:4'§:gs�:l -�,�r"-;ae`gah�. °'x `ah-L•�S(r``"tt,5 •ors' .l;e�t:'!�,JS, <`'•``'�s�, firi. lipi`t •°%r".•-t�`yr�y • 'il};;a�r»,;;,, 1 Ofif k:<H{LIWtYR" ;5•le(;R{.:'a:.:vks !r?�G inr 6t�ittsi.;Clint'�Stay2�iii:�»tP.f,A�i,�t •�yf,,t'TlIP.:.ro�i'i 4? :3d :gi ir:cli x215 JS :f f,yt; Yg f::if 'tfi. 'tkli itr .'U'S W' �•.,•;.8 a H< c.5t; _i ,.-,•,>.. .,u�J �? ��,`Br � r�a. }°•),,.;:1u1,. !� ,,,. t>G s. .:ti e it r, Bank Name: Anchor Sank Phone: (851)403- City: Farmington Stale: MN ZIP: 55024 DeposHay !Routing//: 411111.111. Amami#: 11111.1h IFees !Routing If: tr I Accountff: iguel► •sy'SS:itS•., >:..':�a'`T,ii�Yxa' �:' 1`z� ' dry u^j`���'r$�-�;firar•�,'1•`'4i^�:r:?{f'M'r? xk. "�*�'ri<7'�s.,� •mot"�. ' ,•r s ' at.. Y7sMtMM,M, ISI nl,t'i'T;rCh2:, , �i%d `Y.,;�t�31t rr i.rz;f,, '`ui. li(�S t .d .� r q�gua sx.rF�.`,';',.n'k.-'-,>In.:!.,a.u.��„r{,.�a::'�I�x<i y'`d?r?=; !.. !a4,�"<r nt.:S c:tr:�a+'.r.•911ix;L'r'�r5'''`�R:Ehtd�)L:+'..,t>" �` ��.:i!'42411:"..i;�r. :" �`- � 7'r::,�;„iy�;' uri•.. �>i:i-r'.'A' ,�,C:�4`�^`•��� °` ih •ti it. rx5`-�:*;r'1 .,is .,. s: .h r t_.'�i'{� ' ^,•1• b•idt .e:. ❑ cost Plus(CP) ❑ Interchange at pass-through OPT) ® FANF CPJCNP(Varies*) q tr,,, •FANF CP and FANF CNP are based on prior math's Visa ONP volume,number of locations processing Vise and Tex ID.For further infotnation on the FANF end PAW Network Fee,please go to www.merchantnatworkrae.com. Acce�t� t^'�:Card i :�v�x 'Ruled �Ms ``-�' 0 scixint�Per ACID-� `��r� Q,taliiro�lmn t=xco�t,on Ir�A� Ixclirle Rte 1 hlu rm ' °� �� ,h '• txr-S:kfi r'r.+ � �.' .:::i�.". . :.n,. ,.Yi-:.�., t . -.f� _??. .y Y:. i giftt t�.,.,,, ..;u t,7 r?ir�. ,�s..P. n.. .>1,a_�s. ` i, '�. f Xt., f.. . .. ... .,>s^:F:-. ..,. ® Visa 2.500% Bankcard =0.000 Bankcard:Rate 1=0.000%+$0.00.Rate 2=0.000%+$0.00,Rata 3=0.000%+$0.00.infiNonStd=0.000%+$0.00,Bus= _0.100%+$0.00,APF=0.000% Check Card=0.000 Cheokard:Rate 1=0,000%+ Rate 2=0.000%+$0.00.Rate 3=0.000%+$0.00,Int'lNonetd=0.000%+$0.00,Bus a 0.000%+$0.00 ® MasterCard 2.500% Bankcard =0.000 Bankcard:Rafe 1=0.000%+$0.00,Rate 2=0.000%+$0.00.Rate 3=0.000%+$0.00.Int'lNonSld a 0.0011%+80.00,Bus= 0.000%+$B.00,NABU=0.000% Check Card=0.000 Chedkcard:Rate 1=0.000%+$0.00,Rats 2=0.000%+$0.00,Rate 3 a 0.000%+MO,InflNanStd a 0.000%+$0.00,Bus a 0.000%+$0.00 ® Diawver 2.500% Bankcard a 0.000 Bankcard:Rate1=0.000%+$0.00.Rate 2=0.000%+$0.00,Rale3=0.000%+$0•00,Int9NanSid=0.000%+$0.00,Bus= 0.000%+$0.00 Check Card=0.000 Chackeard:Rate 1=0.000%+$0.00,Rate 2 a 0.000%+MOO,Rate 3 a 0.000%+$0.00,InflNonStd a 0.000%+$0.00,Bus 0.000%+$0.00 9 AMEX 2.500% Bankcard a 0.000 Benkcerd:Rate1=0.000%+$0.00.Rata 2=0.005%+$0.00,Rate 3=0.000%+$0.0,Int7NenStd=0.400%+$0.00,Bus= 0.000%+$0.00 Check Card=0.000 ctachmrd:nate 1 a 0.000%+$0.00,Rate 2=0.000%+80.00,Rate 3=0.000%+50.00,InfelonBtd=0.000%+$0.00.Bus= 0.000%+$0.00 ❑ Byc heckktg Sts box merchant opts cut of receiving future commercial marketing conununlcstona from American Express. *Nate that you may continue to reaelve marketingcmnmunleatt rts%sitle American Express updates lts records to reflect your ckolce.Opting out of commercial marketrngcanmunkett nswflnal prechrde you from retaining tmpotteat transactional or retationsbrpmessages from American Express � } •'iY a n t vp+r.:T;, i]Z r a: ;: r, d• a 7tn•,, art, it• ,9.^C Yw ;'•,'5��.�; z+3;•"� •+a"`.i"a,��? •',�'' �ii •-sS.tl�k:a�YH:i�.'' +•,yff, r t�:�f'.a �I' tii�dun.,,,,;3` f 2,f. t,�t. ,-n.,.•e .� }:ail:?, '4''••<r4:,i'�"`• �'. ,u "�i d,; rr�ir,. I�,e,TY-pe bra io l Visa/MasterCard Auth:$0.00 AVS Fee:$0.000 Madsen Express New Discover Auer:$0.00 Carte Blanche None Pin pelt Auth:$0.45 JOB None EBT Auth:$0.00 Discover New American Express kith;$0.00 Carte Blanche Auth:$0.00 JOB Auth:$0.00 ARU Auth:$0.00 . Voice Atzth Audi:$0.75 Merchant Agreement Page 2 al PLEASE NOTE The complete Merchant Agreement Includes this applleaton and the terms and condhlons on eight(B)additional pages. BMA Harris Bank `" S . t 31� ,Y 'v9fY `1 14{D`t '(SIN it a! .j rh� I ��� i rr t I k "1 i sCn" C $ gF t `,_F Descnptron , 1Qtf,.. Prncn Fge.Oescnpho `" Amount Foe De cnpt o n Amount Sage VNtual Terminal 1 0.00 Vise Aequinat Ptaceasing Fee 0.0200 • Standard Shtppin llI-3 Day 1 0.00 MasterCard Network Amesa&Brand Usage 0.0200 Total: 2 0.00 Visa Data integrity Fes 0.1000 Chargebadc 10.0000 SIgnature Plan% 2.5000 Amex NonSwiped/0 gital Wallet Fee 0.0035 • Amex Network Fee 0.0015 Compgmentory Online Reporting 0.0000 ASSESSMENTS I VISA®I CREDIT CARD TRANSACTIONS 0,1300 ASSESSMENTS I VISA®I CHECK CARD TRANSACTIONS 0.1100 ASSESSMENTS I MASTERCARDD% 0.1200 ASSESSMENTS I MASTERCARD®I LARGE TICKET(81K 0.1300 &>)% MASTERCARD®DIGITAL ENABLEMENT FEE% 0.0100 ASSESSMENTS I D}SCOVER(S% 0.0000 Discover Data Usage Fee 0.0000 Collection of Startup Fees will be vie ACH-Merchant craned by Sage Payments n I '`t,�:$�,tjfU 1¢%o s$'i.r,;}n?s'-4at•ro 7"4.{:,�,,y'l,>_,S,e;.ti;-rr a�Pma e,ip!a�r 1 t":tS�»-.ptk4 n a;'}e,t 3:m.`.:t 5 t n':.;,:1;r.:c 1.,=.:;i}?4 2�.^.;y::,}>•En�:,a:$�::zi d,;?t"r;r n-{ 'Fc^`3s�F• $}; .q, a.,.t �?� ".342i44 4�j r„ vr $i a^ Y; ;k t ZJ i: lf,-:7N•,�l k•n t e s 5 z.. .. ....r <.E••t:9:+t?ram ,e. .., ,.r < ?Tormml Te nl/S iv roT lm � i Sage MOM Terminal VAR/STAGE �„r._t•; — •,Y'. .rd:•:p,. � ,.t„ :i"f': ,s:r,PS.+h-ti: t4 L:g•:iwz�_- �"1fi%^�'n. 'nt .R °c•„+. *:r•e .�:, -•e�•z. n. ,N..,r.t• r•Se"s•S' m �S'.: "ra Sir a .i..3Ft.), "•d+'r :�t+. '}"itti., "i5'.}i,f.'y, J;`{,,.__+$" �•.'� r ,f'”:t bi' ';#Ki ii r v?(t;r"'kL„- .:1'^ t.•('»:�.ry ,}}}..,i LII: ,;1, �,},.; .iw„�.a'..i•..A ,}.,,�;'-� 3 3��,,� }� -yM1,,}i... .a.. :�:P tom`:%+,• S S'fliH'i.�;��.I?. �3 ID ?t}� "'l �'{�S,.i.� >.. ) r.'Su:w...',tSy-, }•H._F t'ini�•,r}'w:: "�5Y iH,• �!flltn<�"�%:� ,.A997� @ tr,?x, S, rif,�."�•f��y - rah-z},, v�fh i i�•'{ i l„t�j I t.rt,yrfY• ytij},tl z3;1.j;;��°;�`1,r4,�t£�w)t�r «��,r. sill?F? I'.�si: ,)'r 3`�r t} ,,,,1 } �,.�•�n:.a'it�w_ }a ir•_tee:, .,.,?,cs�t-.,:,c..,.u,,.a.:Ytti<:L n,:,V.�r.•,`rw: F>=aS,.Liv`h:�fz,f n .,-aprN}b ,t}t:Y;�w{ •vuiilnttla:RrF., _!:1341,..!cifigal .,.4:,.,t:,,:e.,.,itt.tt t'�. rb.,irh•`I er;�;x.?t};•k:_CP a{4:tc e!:t`S By signing below,the merchant named(t)certifies to Sege Payment SaWtions that he/she th euthoized to sign Oils s.end t o(2)certinas that all hnfonna0on=tool_ sutnngted in ewe on with lids epplicalton are true ant!complete;(3)euthorizea bank or Os agent to verify any of the Information given,including=et references,end to obtain coedit reports(irtduding a spouse t to a camnurdty properly s�la);(4)has read.agreed lo,and aetmowledgee receipt of the tamne end condition of the merchant pro essing agreement,attached hereto end Incorporated herein by reference.The tents anal conditions end this by thec on constitute the entire integIntegrated merchant pm receipt tagreement by end between merchant,Sage payment S indlnsead bank;(5)agrees that merchant end each transaction submitted to bank twill be bound hY Ore agreonwrtln Its entirely;em rate) ad that memimntwID submit traneacoons to bank only la ecc�vdenee with the Irdomatlon in ode application and sal Immediately inform Sage geymenl SoWgmm In wdong al life eddrcos above Fatty Information Tn gds application flanges,The agreement will become effective only when signed •bank end Sage Payment Solutions Merchant further acknowledges that,as treed in this paragraph,bank mesa the banking I nsObdtion bedicaled byappr°?rleta mark In one of the check boxes located at the top of ttu first page Millis dcomant. By signing below I repors aft that to intomtaton 1 have provided on theApporaoanis complete and accurate and I auOpdze Amwhen ErgeressTiavel Related Smedses Company.I ne(A n Express)to verity Its• Information on this Application and to receive and exc ange Information about me,including,requembtg repmla from consumer repoNng agendas.E I ask Amadcen Exp ass whether or not a consumer repoit was reepresled.Ammicen Expraaawit tell ma,cord B American Express received a report,American Express won give rea one name end address d the agency thatfurrdehed it 1 undemfend Oat uponAmedcan Fxprees' approval of One business eMOy indicated above to accept the Amercan Express eeerd,IheTerme end Camttaa foAseadcan Express Card Acceptance('Tema end Consliitiota')wgl be sent to stmt business eNgY elong with a Welcome Letter.By accepting the American Express cord for the purchase of goods an lorservinx3s,you agree io he bound by the Tama and Cotxptans. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of this day, Merchant By.X By Merchant Prtudtpfd Oerporete Officer Mmdrwrl Prbxdpe!Or Cmpomfe Officer NM Name Pint Name Accepted by Bank BY: Accepted by Sage Payment Solutions: BY' Merchant Agreement Page 3014 QI.FASE NOTE The complete Merchant Agreement. hsdudes(Ms applicatiwi and the lams and conditions on eight(S)edd®ani pages. BMO d Harris Bank r.,/,;i a• ,k s-:9` i3gi,tr v to• ,�.,xr�,t'.l' i ,f !J .t,•a!{r;�;4.t.rf', "�rp1•ca F: ':fd�a .. 1 :2r"r,'N+ik�'"s ' -sY i Y ss„ :t. ) t� �.7,�.`'s ,Twoot T ,, r+t:r- `�i '".nt..,'t' '4 , ice; ' •. In coaideration of Bank and Sage Payment Solutions'acceptance of the Agreement,the undersigned Guarantor(totally and severally if more than one)unconrftionaly guarantees the performance of all obligations of Merchant to Bank and Sage Payment Solutions under the Agreement,and payment of atl sung due therounde,and In the event of default,hereby waives notice of default and agrees to Indemnify Bank and Sage Payment • Solutions for all funds due from Merchant pursuant to the terms of the Agreement.This Is a guaranty of payment end performance and not of collection,and In no case will Sage Payment Solutions be required to attempt collection from Company orpurara any other remedy or action before coltsCBan from Guarantor.Gummier waives ony end all rights of subrogation,reimbursement or Indemnity derived from Merchant and all other dolga and defenses available to Guarantor under applicable law,Including California Civil Code Sections 2787 to 2858.Industve(or any simflarsuretyship lava),and furtherwafvee any and all rights,defenses or notices arising by reason of any modification or change H the tunes of the Agreement whatsoever,Including.without limitation,the renewal,extension,acceleration,or other charge In the Urns enypeyment or other performance thereunder is due,and/or any change in any tittered or discount rate or fee thereunder.Guarendorconlrns that Guarantor,collectively or lndivl dungy,is en olflcaroraliareholdartethe Mardiantand panty to theAgraemnenl,and unconditionally and spedfical yauthorizes Bank,or Its authorized agent,to debit any overdue fees,costs,chargebacka,fines,penalties,expenses or loaf ander the Agreement and l or may coneastiol relationship with Banker Sage Payment Solutions from any personal checking account or ogler account owned orconbolled by Guarantor,and further to report anyy detstdt hereunder on Guamnlnts personal Credit Bureau Repot. Guarantor agrees to pay all costs and expanses of whatever nature,Including attorneys'fees and other legal expenses,Insured by or on behalf of Bank or Sege Payment Solutions In connection with the enforcement of this Guaranty.Guarantor further acknowledges that,as used In this paragraph,'Bank'means the banking Institution indicated by appropriate mark In one of the check boxes located at the top Odra a that pegs of this document. X An Individual Date ,An Individual Date Signature Signal= Print Name Print Name "EARLY TERMINATION:if Compenycencels gas Agreement during the term or any agreed upon erdenskrr teen,applicable early lemdnsllon fees shag be ohm Sage.See/Wide V Section aOm of the aIached terms and conditions foraddWonal Mega. -ec- ..s-.0•re,p: n.,�so-w vK,^ ..�,..� 4, a ,:s! .i.a>:x,':tzt.^•S:• n..:r,•S+ac.. ,><'Ott:ti l Y'2 rrr eitrym,.rotS•i e,r.:, tbs-St4' .r'1 e°Prot ;t`oi Rs- dkio `}i p.T C"}lt€( t ,d:f G<in k•v,4,;<rr:i'i;c`t:ex.r ..s,.iY :5f 4:'l'tilk'yti'3'�.si f.t.:n<!, ,: •.r.a a ,Sya's::.>hl .y l y r' ,dace.,:_a,. ,. . �., �;oB K: i �Y• �,' 4 .E <r`';��+t+�.ay<:rf.,,.d�h�,u -d l.'�1 !',- .:t�ni�;,..3r�f �r,y,,f h>• 5 '�-'!' :+�:.�ra:,r ....k�,,-�, ?,� "r)��eel 1i$r`r31- ,i�1, ,1 p J�1 d S .1 ,�' F i. t 3 'i ..,'ruff c =�i5.1•?.4 A1.,i r.t .i'e',S:�i: L":'{.alp, f 1':l P ..'SfS.t 4',�,`-J '1�$•.S .r�iljs�l kSL..,� 3'S�b�'i t,1:{f rE3�.e.s�is�;$..�Irs,:�'.'n>}I�.�.Iit7±rsY:�ri�,',�£,i�!aas�aAes�'�.,��vh ;�n.j,�C3n;�Ir..,Y+,•.,f?:s:it .-:!v:ity�. .,�,4•dw.,.. ...,,..-rz§..,.r.....,.:n.,x,.5-s._.!<•.7t,�„Iae:...:Y.r-,.,.4.-.'fie,.,> tt.:..*,:K,.�:.,.,s.fs;.,�.r.,•,.,:., I HAVE PERSONALLY CONDUCTED A SITE INSPECTION FOR THIS MERCHANT,VISUALLY INSPECTED THE MERCHANTS INVENTORY OF APPLICABLE)AND REPRESENT THE INFORMATION IN THIS MERCHANT APPLICATION ISACCURATE AND COMPLETE Location Type: o Retold Store o Office El Indust/tat D Residence fJ Trade 0 Other(describe) Merchant DI Owns CJ Lease Business SALES REPRESENTATIVE-SIGNATURE SALES REPRESENTATIVE PRINTED NAME&TITLE DATED • Merchant Agreement page 4of4 P1 EASE NOTE The complete MerehmttAgreement Includes this applIcaton and the terms and conditions on eight(8)additional pages, BMO b `'' Harris Bank SaCY TERMS AND CONDITIONS OF MERCHANT AGREEMENT These are the Terms and Conditions of Merchant Agreement referred to in the Merchant Processing Application("Application")by and between Sage Payment Solutions,Inc.("SPS"),BMO Harris N.A.("Bank"),and the applicant("Merchant")who has submitted the executed Application. ARTICLE I—ADDITIONAL DEFINITIONS 1.01 "Account"means a bank account maintained by Merchant as set forth in Section 6.10 for the crediting of collected funds and the debiting of fees and charges pursuant to this Agreement. 1.02 "ACH"means the Automated Clearing House paperless entry system operated by the Federal Reserve. 1.03 "Agreement"means the Application including the Schedule of Fees,these Terms and Conditions of Merchant Agreement with all exhibits and attachments,and any supplementary documents indicated herein,as amended from time to time,all of which constitute the Agreement. 1.04 "American Express"means American Express Travel Related Services Company,Inc. 1.06 "American Express Merchant Operating Guide"means the rules and regulations available at www.americanexpress.com/merchantopguide(or any successor or replacement website),as they may be amended from time to time by American Express. 1.06 "Authorization"means a computerized function or a direct phone call to a designated number to obtain credit approval for individual Transactions from the Card Issuer. 1.07 "Card"means any account or evidence of an account issued to a Cardholder under license from a Payment Brand,any or representative or member of a Payment Brand,that Merchant accepts as payment from Cardholders for goods or services. Cards include,but are not limited to,credit and debit/check cards,stored value cards,loyalty cards,electronic gift cards,authorized account or access numbers,paper certificates,and credit accounts and any other payment instrument with an embedded microcomputer EMV chip. 1.08 "Cardholder"(also referred to as"Card Member"in some Payment Brand materials)means the person whose name is embossed upon the face of the Card and who purports to be the person in whose name the Card is issued. 1.09 "Card Issuer"means the financial institution or company,which has provided a Card to the Cardholder. 1.10 "Chargeback"means the procedure by which,and the value of,a Sales Draft(or disputed portion thereof)returned to Bank by a Card Issuer. 1.11 "Credit Voucher"means a document executed by a Merchant evidencing any refund or price adjustment relating to Cards to be credited to a Cardholder account. 1.12 "Debit Card"means a plastic card used to initiate a debit Transaction,used primarily to purchase goods or services and obtain cash,for which the Cardholder's bank account is debited by the issuer. 1.13 "Discount Fee"means a fee charged on all Transactions that is payable by Merchant to SPS for processing Merchant's Transactions. 1.14 "Discover"means DFS Services,LLC. 1.16 "EMV"means Europay,MasterCard and Visa. 1.16 "Imprint"means:(i)an impression on a Sales Draft manually obtained from a Card through the use of an imprinter,or(ii)the electronic equivalent obtained by swiping a Card through a terminal and electronically printing a Sales Draft. 1.17 "MasterCard"means MasterCard International Incorporated. 1.18 "Payment Brand"means any payment method accepted by SPS for processing,including,without limitation,Visa,MasterCard,Discover,American Express and other credit and debit card providers,debit network providers,gift card,and other stored value and loyalty program providers. 1.19 "PCI DSS"means the Payment Card Industry Data Security Standards available at http://www.pcisecuritystandards.org,as amended from time to time. 1.20 "Reserve Account"has the meaning set forth in Section 6.06. 1.21 "Rules"means the rules,regulations,and other requirements of any Payment Brand or related authority,including,without limitation,those of the PCI Security Standards Council,LLC and the National Automated Clearing House Association,as amended from time to time. "Rules"includes without limitation the Visa USA,Inc.Operating Regulations,Visa International Operating Regulations,MasterCard Rules,Discover Operating Regulations,and the American Express Merchant Operating Guide. Capitalized terms not defined herein shall have the meanings set forth in the Rules. 1.22 "Sales Draft"means the paper form approved in advance by SPS,whether such form is electronically or manually imprinted,evidencing a sale Transaction. 1.23 "Transaction"means any retail sale of goods or services,or credit for such,from Merchant for which the customer makes payment through the use of any Card and which is presented to Bank for collection. 1.24 "Visa"means Visa Inc. 1.26 "Voice Authorization"means a direct phone call to a designated number to obtain credit approval on a Transaction. ARTICLE II-MERCHANT REPRESENTATIONS.WARRANTIES,COVENANTS AND AGREEMENTS 2.01 Honoring Cards. (a)Merchant will accept,without discrimination,all valid Cards properly presented for payment for bona fide,legitimate business transactions arising out of Merchants usual trade or business and for Transactions originated by Merchant;(b)U.S.retailers may require a minimum purchase amount on credit card Transactions.The minimum purchase amount must not exceed$10.00(ten dollars)and does not apply to transactions made with a Debit Card. Maximum transactions amounts may be established by Federal agencies and institutions of higher learning;(c)Merchant shall not require any Cardholder to pay any part of any fee imposed upon Merchant by this Agreement,whether through any increase in price or otherwise require a customer presenting a Card to pay any charge as a condition of sale that is not also required from a customer paying cash.However,Merchant may offer discounts to customers for cash purchases.Merchant may also charge a service fee on Transactions if Merchant charges a service fee:(i)for all payment methods(check,credit card,etc.)or(ii)for a specific payment mode(telephone)and not for other payment modes(face-to-face);(d)Merchant shall not accept a Card as payment(other than to the extent permitted by this Agreement),if the person seeking to use the Card does not present the Card to permit Merchant to examine it and obtain an Imprint or otherwise use the physical Card to complete the Transaction.Merchant shall not deposit any Transaction for the purpose of obtaining or providing a cash advance either on Merchant's Card or the Card of any other party.Merchant agrees that any such deposit shall be grounds for immediate termination.Merchant shall not obtain under any circumstance Authorization for,nor process a sale on,any Card that Merchant is authorized to use.Processing Merchant's own Card is grounds for immediate termination. 2.02 Card Acceptance. When accepting a Card for a face-to-face Transaction,Merchant will follow the steps provided by Bank and SPS,and will:(a) Examine the Card for the Cardholder's signature and if the Card is not signed,request identification to confirm that the Cardholder is the person he/she purports to be and determine in good faith and to the best of its ability that the Card is valid on its face;(b)Check the effective date(if any)and the expiration date of the Card,examine any card security features(such as a hologram)included on the Card;and(c)Obtain Authorization before completing any Transaction(where Authorization is obtained,Merchant will be deemed to warrant the true identity of the customer as the Cardholder);(d)Unless the Sales Draft is electronically generated or is the result of an Internet,mail,telephone or preauthorized order,obtain an Imprint of the Card;(e)Enter a description of the goods or services sold and the price thereof(including any applicable taxes);(f)As required by the Rules,obtain the Cardholder's signature on the Sales Draft and compare that signature to the signature on the Card;(g)Deliver a true and completed copy of the Sales Draft to the Cardholder at the time of delivery of the goods or performance of the services,or if the Sales Draft is prepared by a point-of-sale terminal,at the time of the sale;(h)Provide the Sales Draft to the Cardholder following the purchase;and(i)Legibly reproduce the Cardholder's name,account number,expiration date,and the Merchant's name and place of business if that information is not legibly imprinted on the Sales Draft.In addition,for MasterCard Transactions,Merchant will legibly reproduce the name of the Card Issuer as it appears on the face of the Card.Each Sales Draft presented to Bank for collection shall be genuine and will not be the result of any fraudulent Transaction or telemarketing sale and shall not be deposited on behalf of any business other than Merchant. 2.03 Authorization,(a)Merchant will obtain a prior Authorization for all Card sales.If Merchant cannot,for any reason,obtain an electronic Authorization, Merchant will request a Voice Authorization from the designated authorization center,and will legibly print the authorization number on the Sales Draft; Sage Merchant Agreement Page 1 of 9 Revision 20150806 PLEASE NOTE:The complete BANKCARD Merchant Agreement includes these terms and conditions and an application on three(3)additional pages. (b)Merchant will not obtain or attempt to obtain Authorization unless Merchant intends to submit a Transaction for the authorized amount;(c)Merchant will not divide a single Transaction between two or more Sales Drafts or two or more Cards;(d)Merchant will not attempt to obtain Authorization on an expired Card;(e)Merchant acknowledges that an Authorization provides only that the Cardholder account has sufficient credit available to cover the amount of the current sale,that an Authorization is not a guarantee of payment,and that an Authorization will not waive any provision of this Agreement or otherwise validate a fraudulent Transaction or a Transaction involving the use of an expired Card.Receiving an Authorization shall not relieve the Merchant of liability for Chargeback on any Transaction;(f)Transactions will be deemed invalid on Cards that are expired,whether or not an Authorization has been obtained;(g)If Authorization is granted,Merchant shall print the Authorization number,or ensure that it appears legibly in the appropriate location on the Sales Draft;and (h)If Authorization is denied,Merchant shall not complete the Transaction and shall follow any instructions from the authorization center, (i)Merchant shall not obtain or attempt to obtain Authorization for a Transaction that it knows or should have known to be either fraudulent or not authorized by the Cardholder. 2.04 Retention and Retrieval of Cards.(a)Merchant shall use its best efforts,by reasonable and peaceful means,to retain or recover a Card upon receiving such instructions when making a request for Authorization or if Merchant has reasonable grounds to believe that the Card is counterfeit,fraudulent or stolen;(b)The obligation of Merchant imposed by this Section to retain or recover a Card does not authorize a breach of the peace or any injury to persons or property and Merchant will hold Bank and SPS harmless from any claim arising from any injury to person or property,or other breach of the peace in connection with the retention or recovery of a Card. 2.08 Compliance with Law; Payment Card Industry Data Security Standards; Non-Disclosure and Storage of Cardholder and Transaction Information Requirements. (a)Merchant confirms that it is,and shall be,in full compliance during the term of this Agreement with all laws,statutes and federal and/or state regulations,as well as the Rules as may be applicable to Merchant,its business and any Transaction (b)Internet Merchants shall,at a minimum,include the following information and processes on their Internet sites,(i)prominent display of Merchant's name as"merchant"and as the name that will appear on the Cardholder statement,(ii)a complete description of goods or services offered;(iii)delivery standards including method and time for delivery;(iv)terms and conditions of purchase,and export or legal descriptions;(v)return/refund policy described in reasonable detail;(vi)opportunity to view and confirm order before order submission;(vii)secure method for payment data transmission;(viii)currency of transaction provided(USD);(ix) disclosure of Merchant's outlets to country of origin;(x)display of card association or payment network logos;(xi)clear disclosure of Merchant's privacy policy;(xii)alternate Merchant contact info options;and(xiii)display of web hosting company contact information;(c)Merchant hereby certifies that it (and any outside agent or contractor that it may utilize to submit Transactions to SPS)complies and will comply with the PCI DSS and Merchant hereby agrees to pay any fines and penalties that may be assessed by a Payment Brand as a result of Merchant's noncompliance with the requirements of PCI DSS), any data breaches,or by its failure to accurately validate its compliance. Merchant will review and monitor the PCI DSS and other related Rules in order to determine the timeframes and mandates for compliance under PCI DSS. The foregoing is an ongoing obligation during the term of this Agreement and as this Agreement may be renewed. Merchant acknowledges and understands that Merchant may be prohibited from participating in Payment Brand programs if it is determined that Merchant is non-compliant. The following lists certain(but not all)of the current PCI DSS requirements,all of which Merchant shall comply with,if applicable:(i)install and maintain a working network firewall to protect data accessible via the Internet;(ii)keep security patches up-to-date;(iii)encrypt stored data;(iv)encrypt data sent across networks;(v)use and regularly update anti virus software;(vi)restrict access to data to business"need to know;"(vii)assign a unique ID to each person with computer access to data;(viii)do not use vendor supplied defaults for system passwords and other security parameters;(ix)track access data by unique ID;(x)maintain a policy that addresses information security for employees and contractors;and(xi)restrict physical access to Cardholder information.Merchant shall notify SPS if it utilizes any third party that provides payment related services,directly or indirectly and/or stores transmits,or processes Cardholder data and Merchant is responsible ensuring compliance of any such third parties with PCI DSS. (d)To the extent Merchant is required under the Rules,or Merchant otherwise elects,to utilize EMV chip-capable terminals,all EMV chip-capable terminals used by Merchant must appear on the EMV co-approved terminal list maintained by the Payment Brands. (e) In the event of the failure,including bankruptcy,insolvency,or other suspension of Merchant's business operations,Merchant shall not sell,transfer,or disclose any materials that contain Cardholder account numbers,personal information,or other Transaction information to third parties.Merchant and/or its agent shall either return this information to SPS or provide SPS with acceptable proof of destruction of this information. (f)If Merchant is undergoing a forensic investigation regarding PCI DSS compliance at the time Merchant executes this Agreement,then Merchant shall fully cooperate with the investigation until completed. SPS warrants that it complies with the applicable required PCI DSS regulations and that SPS is a PCI DSS Validated Service Provider. 2.06 Returns and Adjustments,(a)Merchant's policy for the exchange or return of goods sold and the adjustment for services rendered shall be established and posted in accordance with the Rules.If applicable,Merchant agrees to disclose to a Cardholder before a Card sale is made,that if merchandise is returned: (i)no refund,or less than a full refund,will be given;(ii)returned merchandise will only be exchanged for similar merchandise and of comparable value;(iii) only a credit toward purchases will be given;or(iv)special conditions or circumstances apply to the sale(e.g.,late delivery,charges,or other noncredit terms);(b)Such disclosures must be made on all copies of Sales Drafts in letters approximately V.inches high in close proximity to the space provided for the Cardholder's signature on the Sales Draft and issued at the time of sale;(c)If Merchant does not make these disclosures,a full refund in the form of a credit to the Cardholders Card account must be given.Merchant shall not refund cash to a Cardholder who paid for the item by Card;(d)Credits must be made to the same Card account number on which the original sale Transaction was processed. 2.07 Merchant's Business. (a)Merchant shall provide Bank and SPS with immediate notice of its intent to(i)transfer or sell any substantial part of its total assets,or liquidate;(ii)change the basic nature of its business,including selling any products or services not related to its current business;(iii)change fifty percent(50%)or more of the ownership or transfer control of its business;(iv)enter into any joint venture,partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's business;or(v)alter in any way Merchant's approved monthly volume and average ticket;(b)Failure to provide notice as required above may be deemed a material breach and shall be sufficient grounds for termination of this Agreement,or,at SPS's option may result in SPS amending the terms of this Agreement,holding funds and/or altering the Merchant funding schedule if SPS and Bank deem it necessary to protect against financial loss.If any of the changes listed above occur,Bank and SPS shall have the option to amend the terms of this Agreement or immediately terminate this Agreement;(c)Merchant will immediately notify SPS,with a copy to Bank,of any bankruptcy,receivership,insolvency or similar action initiated by or against Merchant or any of its principals.Merchant will include Bank and SPS on the list of creditors filed with the Bankruptcy Court,whether or not a claim exists at the time of filing;(d)Merchant must notify SPS,with a copy to Bank, in writing of any changes to the information in the Application,including but not limited to:a change to Merchant's financial condition(within 8 days),any additional location or new business,the identity of principals and/or owners,the form of business organization,type of goods and services provided,and the manner in which sales are completed.Merchant must also notify SPS in writing,with a copy to Bank,if Merchant sells or closes its business.Except for a change to the financial condition,SPS and Bank must receive all such notices 7 days prior to the change and otherwise upon request from SPS.Merchant is liable to SPS and Bank for all losses and expenses incurred by SPS and Bank arising out of Merchant's failure to report changes.SPS and Bank may immediately terminate this Agreement upon a change to the information in the Application,whether SPS and Bank independently discover such change or whether Merchant notifies SPS and Bank of such change. 2.08 Advertising. (a)Merchant will prominently display the promotional materials provided by Bank and SPS in its place(s)of business. Use of promotional materials and use of any trade name,trademark,service mark or logotype("Marks")associated with Card(s)shall be limited to informing the public that Card(s)will be accepted at Merchant's place(s)of business. Merchant's use of promotional materials and Marks is subject to the direction of Bank and SPS and must be utilized in accordance with the Rules;(b)Merchant may use promotional materials and Marks during the term of this Agreement and shall immediately cease use and return any inventory to Bank or SPS upon any termination thereof;(c)Merchant shall not use any promotional materials or Marks associated with any Payment Brand in any way which implies that the Payment Brand endorses any goods or services other than Card services and Merchant shall not refer to any Payment Brand in stating eligibility for Merchant's products or services. Merchant's rights to use the Marks shall terminate with termination of this Agreement and Merchant will cease all use of the Marks upon notification by the applicable Card Sage Merchant Agreement Page 2 of 9 Revision 20150806 PLEASE NOTE:The complete BANBCARD Merchant Agreement includes these terms and conditions and an application on three(3)additional pages. association to discontinue use. Merchant shall be fully liable to Bank and/or SPS for any and all loss,cost and expenses suffered or incurred by Bank and/or SPS,arising out of failure to return or destroy such materials following termination or Merchant's misuse of the Marks. If Merchant is a"Direct Mail Cardholder Solicitation Merchant,"then Merchant acknowledges that the trademark'MasterCard'and the corresponding logotype are the property of MasterCard International Incorporated(herein,"the Corporation").Merchant shall not infringe upon the mark or logo,nor otherwise use the mark or logo in such a manner as to create the impression that Merchant's products or services are sponsored,produced,affiliated with,offered,or sold by this Corporation. Merchant shall not use the mark or logo on its stationery,letterhead,envelopes,or the like nor in its solicitation;provided,however,that Merchant may use one of the mark or logo in close proximity to the payment or enrollment space in the solicitation in a size not to exceed 1 1/4 inches in horizontal length if a logo is employed,or,if a mark is used,in type not to exceed the size of the type used in the major portion of the text on the same page;provided further that the legend,'Accepted for Payment'must accompany the mark or logo used and must be the equivalent size of the mark or logo. In no case,however,shall Merchant use any of the logo on the front or first page of its solicitation.One truthful statement that Merchant is directing or limiting its offer to MasterCard cardholders may appear in the body of the solicitation,other than in close proximity to the payment or enrollment space, subject to the limitation that:(i).only the word mark may be used;(ii)the word mark may not(1)exceed in type size the size of any other type on the same page,(2)differ in color from the type used in the text(as differentiated from the titles)on the same page,(8)be as large or as prominent as the name of Merchant,(4)be the first item appearing on any page,nor(5)in any other way be the most prominent element of the page;(iii)Merchant's name and/or logo must appear prominently on the same page as the mark;and(iv)the following disclaimer must appear in close proximity to the mark on the same page and in an equal size and type of print:'MasterCard International Incorporated is not affiliated in any way with Merchant and has not endorsed or sponsored this offer.'Merchant further agrees to submit its first direct mail solicitation(s),prior to mailing,to the MasterCard Law Department,to be reviewed only for compliance with this Corporation's trademark rules and shall furthermore not distribute in any manner such solicitations until Merchant shall have obtained the Corporation's written approval of the manner in which it uses MasterCard mark and logo on such solicitations. Merchant shall likewise,upon request,submit to the Corporation any amended solicitations prior to mailing. 2.09 Representations and Warranties of Merchant. Merchant represents and warrants to Bank and SPS at the time of execution and during the term of this Agreement that:(a)All information contained in the Application or any other documents delivered to Bank and/or SPS in connection therewith is true and complete and properly reflects Merchant's business,financial condition and principal partners,owners or officers;(b)Merchant has the power to execute, deliver and perform this Agreement,and this Agreement is duly authorized,and does not and will not violate any provisions of federal or state law or regulation,or conflict with any other agreement to which Merchant is subject;(c)Merchant has all licenses,if any,required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so;(d)There is no action,suit or proceeding now pending or to Merchant's knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its fmancial condition or operations;(e)Merchant has performed and will perform all of its obligations to the Cardholder in connection with the Transaction evidenced by each Sales Draft;(f)Unless Merchant notifies SPS in writing(either on the Application or otherwise),no other processing relationship exists between Merchant and another bankcard processing institution,for this,or any other business run or owned by Merchant;(g)With respect to all Transactions that Merchant requests SPS and Bank to originate,Merchant continuously represents and warrants to Bank and SPS that:(i)Each Cardholder has authorized the debiting and/or crediting of its account;(ii)Each entry is for an amount the Cardholder has agreed to;and(iii)Each entry is in all other respects properly authorized;and(h)Merchant will not sell,purchase,provide or exchange any Cardholder's account name or number information in any form to any third party except to Bank or to SPS or pursuant to written government request,and then only upon prior notice to SPS given in sufficient time to permit SPS to file a protective motion. 2.10 Merchant Processing Merchant will tender to SPS for processing all of Merchant's Transactions from all Merchant locations. Merchant will not use the services of any bank,corporation,or person other than SPS for Authorization or processing of Transactions during the term of this Agreement unless Merchant notifies SPS in writing and receives written approval from SPS prior to processing with another institution. 2.11 Additional Requirements for T&E Merchants. If Merchant is a Travel and Entertainment(T&E)merchant providing lodging the terms of this Section shall apply.Merchant must inform Cardholder of the following regarding reservations as applicable:(a)total obligation,(b)reserved rate and the Transaction amount,(c)exact name and location of lodging company,(d)that accommodations will be held for the number of nights paid for,and(e) Merchant's cancellation policy. Merchant must determine the T&E Advance Deposit Transaction amount,not to exceed the cost of the intended length of stay,not to exceed 14 nights lodging. Deposit amounts must be applied to the total obligation. Merchant must provide a confirmation code,an advance deposit amount,cancellation policy and the actual date that cancellation privileges expire. Merchant must advise the Cardholder that it will hold accommodations according to the reservation and provide written confirmation of a Cardholder reservation if requested. Merchant must advise the Cardholder that it will retain the entire T&E Advance Deposit Transaction amount or the amount specified in Merchant's stated policy if the Cardholder does not check in by check-out time the day following the last night of lodging used to determine the deposit or cancel the reservation within the specified time frame. Merchant must complete a Transaction receipt with the following information:(i)advance deposit amount,(ii)the words"Advance Deposit" on the Transaction receipt signature line,(iii)confirmation code,(iv)scheduled check in,and(v)date and time that cancellation privileges(if any)expire without forfeiture.Merchant must mail the Cardholder a Transaction receipt copy within 3 days from the Transaction Date. Merchant shall mail to the Cardholder a Transaction receipt for cancellations within 3 days of the Transaction date. If the reserved accommodations are unavailable,Merchant must, at no charge,provide a complete refund of any deposit,comparable accommodations at an alternative establishment for the number of reserved nights not to exceed 14 or until the reserved accommodation become available,and transportation and two 3-minute telephone calls to the alternative establishment. Any Central Reservation Service must have a written contract with the lodging establishment executed by an officer of the hotel and must accept full responsibility for resolving Cardholder problems related to T&E Advance Deposit Service. The Rules include additional requirement for T&E merchants that provide car rentals or cruises. ,ARTICLE III-PRESENTMENT.PAYMENT.CHARGEBACK:RESERVE ACCOUNTS:TYPES OF TRANSACTIONS 3.01 Acceptance. Bank and SPS shall accept from Merchant all valid Sales Drafts deposited by Merchant and shall present the same to the appropriate Card Issuers for collection against Cardholder accounts.All presentment and assignment of Sales Drafts,collection therefore and re-assignment or rejection of such Sales Drafts are subject to the terms of this Agreement and the Rules.Bank shall only provisionally credit the value of collected Sales Drafts to the Account and reserves the right to adjust amounts collected to reflect the value of Chargebacks,fees,penalties,late submission charges and items for which Bank did not receive fmal payment Settlement of funds will be in United States Dollars.Bank and SPS may refuse to accept any Sales Draft or revoke its prior acceptance of a Sales Draft in the following circumstances:(a)the Transaction giving rise to the Sales Draft was not made in compliance with all terms and conditions of this Agreement;(b)the Cardholder disputes his liability to Bank for any reason,including but not limited to those Chargeback rights enumerated in the Rules;or(c)the Transaction giving rise to the Sales Draft was not directly between Merchant and the Cardholder. Bank will offset from payments due to Merchant,any amount previously credited to Merchant for a Sales Draft not accepted or later revoked by Bank and SPS.Merchant shall regularly and promptly review all statements of account,banking statements,and other communications sent to Merchant and shall immediately notify SPS if any discrepancy exists between Merchant's records and those provided by SPS,the Merchant's bank,or with respect to any transfer that Merchant believes was not authorized by Merchant or Cardholder.If Merchant fails to notify SPS in writing within fourteen(14)calendar days after the date that SPS mails or otherwise provides a statement of account or other report of activity to Merchant,Merchant will be solely responsible for all losses or other costs associated with any erroneous or unauthorized transfer.The foregoing does not limit in any way Merchant's liability for any breach of this Agreement 3.02 Indorsement The presentment of Sales Drafts for collection and payment is Merchant's agreement to sell and assign its right,title and interest in each Sales Draft completed in conformity with Bank's and SPS's acceptance procedures,and shall constitute an endorsement by Merchant to Bank of such Sales Drafts.Merchant hereby authorizes Bank to supply such endorsement on Merchant's behalf.Merchant agrees that this Agreement is a contract of financial accommodation within the meaning of the Bankruptcy Code,11 U.S.C.Sec.363,as amended from time to time.Merchant acknowledges that its obligation to Bank and SPS for all amounts owed under this Agreement arise out of the same transaction as Bank's obligation to deposit funds to the Account Sage Merchant Agreement Page 3 of 9 Revision 20150806 PLEASE NOTE:The complete BAN-AWARD Merchant Agreement includes these terms and conditions and an application on three(3)additional pages. 3.03 Transmission Method. If Merchant utilizes electronic authorization and/or data capture services,Merchant will enter the data related to a sales or credit Transaction into a computer terminal or magnetic stripe reading terminal no later than the close of business on the date the Transaction is completed. If Merchant provides its own electronic terminal or similar device,such terminals must meet SPS's and Bank's requirements for processing Transactions. Information regarding a sales or credit Transaction transmitted with a computer or magnetic stripe reading terminal will be transmitted by Merchant to SPS or its agent(s)in the form SPS from time to time specifies,or as required under the Rules.If Bank and SPS request a copy ofa Sales Draft,credit voucher or other Transaction evidence,Merchant will provide it within 3 business days following the request.The means of transmission indicated in the Application shall be the exclusive means utilized by Merchant until Merchant has provided SPS with at least 30 days prior written notice,with a copy to Bank,of Merchant's intention to change the means of such delivery or otherwise to alter in any material respect Merchant's medium of transmission of data to SPS. 3.04 Chargebacks. (a)Simultaneously with each Cardholder Transaction,a contingent and unmatured claim for Chargeback accrues against Merchant in favor of SPS and Bank if under the Rules,SPS or Bank is required,or has the right,to pay to any Payment Brand any fees,discounts,customer credits and adjustments,charges,fines,assessments,penalties or other items which may be charged back to Merchant by SPS and Bank. Merchant agrees that it is fully liable to Bank and SPS for all Chargebacks,and that Bank and SPS are authorized to offset from incoming Transactions and to debit via ACH the Account,the Reserve Account,or any other account held at any other fmancial institution in the amount of any Chargeback.Merchant agrees to accept for Chargeback any sale for which the Cardholder disputes the validity of the sale according to the Rules;or SPS and Bank determine that Merchant has in any way failed to comply with the Rules,this Agreement or SPS's procedures,including but not limited to the following:(i)The Sales Draft is illegible,not signed by the Cardholder or has not been presented to Bank within the required time-frames;(ii)The Sales Draft does not contain the Imprint ofa valid, un-expired Card;(iii)A valid Authorization number has not been correctly and legibly recorded on the Sales Draft;(iv)The Sales Draft is a duplicate of a prior Transaction or is the result of two or more Transactions generated on one Card for a single sale;(v)The Cardholder alleges that he or she did not participate in the sale,authorize the use of the Card,receive goods or services purchased,or receive a required credit adjustment,or disputes the quality of the goods or services purchased;(vi)The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment;(vii) The Transaction results from an Internet,mail,phone or preauthorized order and the Cardholder disputes entering into or authorizing the Transaction or the Transaction has been made on an expired or non-existing account number;(viii)SPS and Bank believe,within their sole discretion,that Merchant has violated any provision of this Agreement;(ix)SPS determines that the Transaction record is fraudulent or that the Transaction is not bona fide or is subject to any claim of illegality,cancellation,rescission,avoidance or offset for any reason whatsoever,including without limitation negligence,fraud or dishonesty on the part of Merchant or Merchant's agents or employees;(x)Merchant fails to provide a Sales Draft or legible copy thereof to Bank and SPS in accordance with this Agreement.(b)Merchant acknowledges that SPS and Bank shall have full recourse to charge back the amount of a Card sale for which the Cardholder disputes that he/she did not authorize the charge if(i)the Imprint of the Card or(ii)the signature of the Cardholder was not obtained by Merchant;and(iii)Merchant shall not initiate a Transaction in an attempt to collect a Chargeback. Merchant shall be liable for all fees arising out of the Chargeback dispute processes under the Rules. 3.03 Processing Limits. Merchant's"Approved Monthly Volume"for sales drafts is that monthly volume set forth in the Application or as otherwise set forth in the Merchant account approval letter from SPS to Merchant or as may be later changed by SPS from time to time upon notice to Merchant. If Merchant exceeds the Approved Monthly Volume,either in the aggregate or with respect to any"method of sale":(i)SPS and Bank may suspend processing, hold the funds over the Approved Monthly Volume,and/or return all Sales Drafts evidencing funds over the Approved Monthly Volume to Merchant;and (ii)Merchant is subject to a 5%fee on all monies processed over the Approved Monthly Volume. 3.08 Additional Requirements for Acceptance of Debit Cards. Merchant may honor at the locations set forth on the Application debit cards("Debit Card")serviced by the electronic funds transfer networks in connection with the sales("Debit Card Sale")of merchandise or services to the holders of such Debit Cards("Debit Cardholders"). Bank and/or SPS agree to accept from Merchant via electronic transmission documents evidencing such Debit Card Sales("Sales Transmittal")and Adjustment Drafts(as defined below). (a)Compliance;Authorization;Other Requirements.Merchant agrees to comply(and assume all liability for failure to comply)with the Rules of the Debit Card networks("Networks")as amended from time to time. Any Authorization must be obtained immediately for every Debit Card Sale as directed by Bank and/or SPS("Authorization"). When Authorization is obtained,Merchant will electronically print the authorization number on the Sales Transmittal.Merchant agrees that (i)for each Debit Card Sale,the Debit Cardholder must enter his Personal Identification Number("PIN")through a PIN pad located at the point of sale("POS");(ii)each PIN pad will be situated to permit Debit Cardholders to input their PINs without revealing them to other persons,including Merchant's personnel;(iii)Merchant will instruct personnel(a)that they may not ask any Debit Cardholder to disclose the PIN and(b)in the event that any of Merchant's personnel nevertheless becomes aware of any Debit Cardholder's PIN,such personnel will not use such PIN or create or maintain any record of such PIN,and will not disclose such PIN to any other person;(iv)the PIN message must be encrypted from the PIN pad to the POS terminal and from the POS terminal to the Network and back so that the PIN message will not be in the clear at any point in the Transaction; (v)Merchant will comply with any other requirements relating to PIN security as required by Bank or by any Network;(vi)for each Debit Card Sale a Transaction receipt in conformity with Regulation E of the Board of Governors of the Federal Reserve System will be made available to the Debit Cardholder;(vii)Merchant may not collect tax as a separate cash transaction;and(viii)POS terminals,including hardware and software,must be certified for use by Bank and by all of the Networks. POS terminals must include encrypted PIN pads which allow entry of up to sixteen character PINs,printers and a keyboard lock function. Merchants are responsible for compliance with all Rules regarding the use of POS terminals,regardless of whether such POS terminals are obtained through Bank or through SPS.Merchant will promptly initiate a refund to the customer(which may be made in cash,by an Adjustment Draft or with a check or cashier's check,as permitted by the Rules)whenever Merchant determines that a Debit Card Sale should be canceled or reversed.Merchant will cooperate with Bank and SPS,to resolve any alleged errors relating to Debit Card Sales. Merchant will maintain adequate records to assist in error resolution;records will be maintained for two years or the period required by the Rules,whichever is greater. Merchant will permit and will pay all expenses of periodic examination and audit of functions at such frequency,as SPS deems appropriate. Audits will meet SPS's standards,and the results will be made available to SPS. Merchant will not accept cash,checks or other negotiable items from any Debit Cardholder and forward a credit through any network(i.e.,as a purported payment or deposit to an account maintained by the Debit Cardholder). Merchant will not forward through any network any Transaction or initiate any reversal of a Transaction that did not originate between Merchant and the Debit Cardholder. (b)Prevention of Fraud. Merchant will fully cooperate with SPS and Bank in the event that Bank or SPS determines that there is a substantial risk of fraud arising from Merchant's access to the network. Merchant will take whatever actions Bank or SPS reasonably deem necessary in order to protect SPS and/or the Bank. Neither SPS,Bank nor any of their respective personnel will have any liability to Merchant for any action taken in good faith. (c)Display of Network Trademark(s);Protection of Trade Secrets. In order to inform Debit Cardholders that Debit Card Sales may be transacted at Merchant's locations,Merchant will prominently display the trademark and/or service mark of each network at each location and will display signage of each network at the entrance,near all POS terminals and on the window of such location. All uses by Merchant of any trademark and/or service mark will comply with the applicable Rules. Merchant acknowledges and agrees that in displaying any such trademark and/or service mark,Merchant will be acting under SPS's and/or Bank's control and subject to approval by the applicable network. Merchant will not be deemed,under any circumstances,a licensee or sub-licensee of any trademark or service mark of any network,nor will Merchant otherwise be deemed to have or to acquire any right,title or interest in trademarks or service marks. (d)Returns and Adjustments.Merchant will attempt to settle in good faith any dispute between it and a Debit Cardholder involving a Debit Card Sale. Merchant will establish a fair,consistent policy for the exchange and return of merchandise and for the adjustment of amounts due on Debit Card Sales.Merchant will not make any cash refunds or payments for returns or adjustments on Debit Card Sales but will instead complete a form provided or approved by Bank("Adjustment Draft"). The Sales Transmittal for any Debit Card Sale for which no refund or return will be accepted by Merchant must be clearly and conspicuously marked(including on the Debit Cardholder's copy)as"final sale"or"no return"and must comply with the Rules. Sage Merchant Agreement Page 4 of 9 Revision 20150806 PLEASE OTE:The complete BANKCARD Merchant Agreement includes these terms and conditions and an application on three(3)additional pages. (e)Presentation of Sales Transmittals and Adjustment Drafts.Merchant will electronically transmit to Bank all Sales Transmittals or Adjustment Drafts in a manner acceptable to Bank.Merchant will make a good faith effort to electronically transmit data within one banking business day after the Transaction date. Merchant will not extend the time of payment for or extend credit for any part of a Debit Card Sale. Merchant represents and warrants that the electronic transmission of each Sales Transmittal and Adjustment Draft will evidence a true record of the Debit Card Sale Transaction reflected on the document.Bank will process Debit Card Sales transmitted by Merchant,and Bank will promptly credit,debit or charge,as applicable,the appropriate amount to the Account. Within a reasonable time after the end of each calendar month,Bank will calculate the applicable amount of fees and other charges owed by Merchant,and Bank will debit the Account in the amount of such fees and other charges. The amount of such fees to be paid by Merchant are set forth on Schedule of Fees in the Application. Such fees may be amended at any time by Bank and/or SPS upon written notice to Merchant. Bank may refuse to accept or may revoke its acceptance of any Sales Transmittal or Adjustment Draft,and Bank may debit,charge or credit the Account in the corresponding amount,if (i)the Debit Card was completed without prior Authorization; (ii)the Sales Transmittal or Adjustment Draft involved circumstances constituting a breach of any agreement,representation,or warranty by Merchant; (iii)the Debit Card Sale was in violation of applicable law, the Rules or regulations; (iv)the Debit Cardholder is Merchant,any partner of or shareholder in Merchant,or any affiliate,spouse or immediate family member of any of them; (v)the Debit Card Sale was not made in connection with the sale of goods or services by Merchant.Bank may refuse or revoke the acceptance of any Sales Transmittal or Adjustment of Sales Transmittal upon the occurrence of any of the following events,and Bank may charge,debit or credit the Account in the corresponding amount if: (a)Merchant defaults in paying when due any obligation to Bank or SPS;(b)any material adverse change in Merchant's financial condition occurs;(c)any deposit account at Bank or any of Merchant's property in the possession of Bank is garnished or attached; (d)Merchant assigns its assets generally for the benefit of creditors;(e)a proceeding is commenced by or against it under any bankruptcy,insolvency or similar law seeking an order to adjudicate it a bankrupt or insolvent or other relief,or seeking appointment of a receiver or similar official for Merchant or for any substantial part of Merchant's assets. Merchant will notify Bank and/or SPS in writing immediately upon becoming aware that any such event has occurred or is likely to occur.Bank will notify Merchant promptly of all Adjustment Drafts. Additionally,Bank will advise Merchant on each debit,charge and credit processed to the Account Merchant authorizes Bank to charge debits arising from this Agreement against any credit due Merchant,whether or not such charges create overdrafts or a debit balance in the Account. Merchant agrees to pay Bank or SPS,as applicable,the full amount of any such overdraft or debit balance or to replenish the Account in an amount sufficient to permit the amount of the charge to be made,as applicable,promptly upon request.Merchant further authorizes Bank to suspend in a segregated account amounts which otherwise would be credited to the Account if Bank or SPS reasonably believe that the Sales Transmittals submitted by Merchant are fraudulent. Bank or SPS will notify Merchant of the suspension of such amounts within a reasonable time provided,however,that such notice will not be required if the appropriate law enforcement agency has been notified of the suspected fraud. ARTICLE IV—GATEWAY PROGRAMMING 4.01 Applicability to this Agreement. In addition to all the other provisions of this Agreement,the provisions of this Article IV shall apply if Merchant utilizes web services from SPS,including the SPS payments gateway,vault services, any application program interface,code samples,web services, integration specifications,and any offline components(collectively"Web Services"). 4.02 Programming of Web Site. While SPS provides specific API's or programming scripts to Merchant or Merchant's Web site programmer(s), Merchant acknowledges that such sample programming scripts are insufficient in and of themselves to allow Merchant's Web site to function with the Web Services.Programming of Merchant's Web site and its functionality are the sole responsibility of Merchant 4.08 Merchant's Programming Agent. Merchant has the sole responsibility to select and employ any competent programming agent to accomplish the programming required to make Merchant's Web site function correctly with the Web Services. 4.04 Fees Subject to Fluctuation. Fees for the electronic commerce payment system offered by SPS may be based on the number and/or volume of monthly transactions processed by the Merchant.Thus,notwithstanding anything to the contrary herein,the provisions of this Agreement which require notice prior to a change in fees shall not apply to any transactions or services covered by this Article 4. 4.05 Technical Support. Merchant shall be solely responsible for all technical support for Web site-related issues. 4.08 Shut Downs/Updates. SPS reserves the right,from time to time,without prior notice,to shut down and restart the Web Services for maintenance and/or Web Services upgrades or updates from time to time.SPS will use commercially reasonable efforts to keep service shut downs as brief as possible. Merchant must monitor updates and upgrades to the Web Services and update Merchant's Web site and programming accordingly. 4.07 Disclaimer. SPS AND ITS LICENSORS MAKE NO REPRESENTATION,WARRANTY,OR GUARANTY AS TO THE RELIABILITY, TIMELINESS,QUALITY,SUITABILITY,TRUTH,AVAILABILITY,ACCURACY OR COMPLETENESS OF THE WEB SERVICES OR ANY CONTENT STORED THEREIN.SPS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT(A)THE USE OF THE WEB SERVICES WILL BE SECURE,TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, OR (B) THE WEB SERVICES WILL MEET MERCHANTS REQUIREMENTS OR EXPECTATIONS. THE WEB SERVICES ARE PROVIDED ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES,WHETHER EXPRESS,IMPLIED,STATUTORY OR OTHERWISE,INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMI'1-1'ED BY APPLICABLE LAW BY SPS AND ITS LICENSORS. ARTICLE V-TERMINATION AND EFFECT OF TERMINATION 5.01 Term:Termination. (a)Sage Merchant Processing Account shall have an initial term of three(3)years and Sage Mobile Payments Account shall have an initial term of one(1)month(respectively the"Initial Term")and shall commence on the earlier of(i)SPS's acceptance hereof(evidenced by the execution of the Agreement by SPS);(ii)the date of written notice from SPS that Merchant's application is approved for processing,or(iii)the date on which Merchant's first Transaction is processed,and(iv)shall automatically renew as follows:(1)Sage Merchant Processing Account shall renew for consecutive(2)year terms;and(2)Sage Mobile Payments Account shall renew on a month-to-month basis(respectively the"Renewal Term"),and unless terminated as set forth below;(b)This Agreement may be terminated by any party effective at the end of the Initial or any Renewal Term by providing written notice to the other parties of its intent not to renew no less than thirty(30)days prior to the expiration of the then-current term.Additionally,this Agreement may be terminated:(i)by SPS and Bank at any time with or without cause,and without prior notice,and(ii)by Merchant in the event of a material breach of the terms of this Agreement by SPS and Bank,provided Merchant provides SPS and Bank written notice of the alleged breach and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. (c)Upon early termination of this Agreement by Merchant,or by SPS should Merchant breach any of the terms of this Agreement during the Initial Term or any Renewal Term,Merchant shall pay to SPS an early termination fee equal to(i)Sage Merchant Processing Account—twenty-five dollars($25.00)for every month remaining in any such Term or Renewal Term for each Merchant location;(ii)Sage Mobile Payments Account-no early termination fee(respectively the"Early Termination Fee"). In addition to the Early Termination Fee,Merchant shall pay any fees,fines,third party costs or penalties which SPS may be assessed due to Merchant's breach of this Agreement and/or early termination. To the extent that applicable state law mandates lesser termination fees,the Early Termination Fee shall be the maximum allowed by applicable law. Merchant will not owe the Early Termination Fee if Merchant elects not to renew the Agreement upon the expiration of the then current term by providing written notice in accordance with this paragraph.All rights and obligations of the parties existing as of the effective time of termination will survive termination;(d)Within SPS's and Bank's sole discretion,if Merchant's or any of its principal(s)'business or personal credit deteriorates,if any significant circumstances exist that would create harm or loss to the goodwill of a card association or payment network system,or if any case or proceeding is commenced by or against Merchant under any federal or state law dealing with insolvency,bankruptcy, receivership or other debt relief,this Agreement shall simultaneously therewith automatically terminate,and any amounts due to Bank and SPS shall accelerate and become immediately due and payable,without the necessity of any notice,declaration or other act whatsoever by Bank and SPS.Merchant agrees to notify SPS and/or Bank immediately of any bankruptcy,receivership,insolvency or similar action initiated by or against Merchant Sage Merchant Agreement Page 5 of 9 Revision 20150806 ,PLEASE NOTE:The complete BANKCARD Merchant Agreement includes these terms and conditions and an application on three(3)additional pages. 5.02 gffect of Termination. (a)In the event of termination for any reason,Merchant expressly authorizes Bank and SPS to withhold and discontinue the disbursement for all Cards and other payment Transactions of Merchant in the process of being collected and deposited;(b)Collected funds will be placed in the Reserve Account(defined below)until Merchant pays any equipment and processing cancellation fees and any outstanding charges,losses or amounts for which Merchant is liable under this Agreement Further,Bank reserves the right to require Merchant to deposit additional amounts based upon Merchant's processing history and/or anticipated risk of loss to Bank into the Reserve Account The Reserve Account shall be maintained a minimum of 270 days after the termination date and for any reasonable period thereafter,during which Cardholder disputes may remain valid under the Rules.The provisions of this Agreement relating to the debiting and crediting of the Account shall be applied to the Reserve Account and shall survive termination of this Agreement until Bank terminates the Reserve Account Any balance remaining after Chargeback rights have expired and all other expenses,losses and damages have been paid will be disbursed to Merchant(c)Merchant expressly acknowledges that the MATCH system and Early Termination File (collectively,the"MATCH")is a maintained by MasterCard and Visa and contains the business name and the names and identification of principals of Merchant which have been terminated for one or more of the reasons specified in the Rules.Such reasons include,but are not limited to:fraud,counterfeit paper,unauthorized Transactions,excessive Chargebacks or highly suspect activity.Merchant acknowledges that SPS and Bank are required to report the business name of the Merchant and the names and identification of its principals to MATCH when Merchant is terminated for such reasons.Merchant consents to such reporting to the card associations and/or payment networks as applicable by Bank and SPS.Further,Merchant waives and will hold harmless Bank and SPS from any claims that Merchant may raise because of such reporting,(d)Upon termination for any reason,Merchant will immediately cease requesting Authorizations and will cease transmitting Sales Drafts to Bank and SPS. In the event Merchant obtains any Authorization after termination,Merchant expressly acknowledges and agrees that the fact that any Authorization was requested or obtained shall not operate to reinstate this Agreement(e)Following termination,Merchant shall upon request provide Bank and SPS with all original and microfilm copies of Sales Drafts and Credit Vouchers to be retained as of the date of termination. ARTICLE VI-ACCOUNTS:SECURITY INTERESTS:INDEMNIFICIATION 6.01 Accounting Monitoring. (a) Merchant agrees that SPS and Bank may suspend,within their sole discretion,the disbursement of Merchant's funds for any reasonable period of time required to investigate suspicious or unusual deposit activity.SPS and Bank will make good faith efforts to notify Merchant promptly. SPS and Bank shall have no liability for any losses,either direct or indirect, which Merchant may attribute to any suspension of funds disbursement;(b)In the event of unusual Transactions that have been"suspended"and cannot be verified as valid sales or have been verified as Cardholder disputes,Merchant agrees that a security processing fee not to exceed 110%of the unusual Transaction(s)maybe assessed;(c)Merchant's presentation to SPS and Bank of Excessive Activity will be a breach of this Agreement and cause for immediate termination of this Agreement"Excessive Activity"refers to any period of two or more calendar months during which Merchant has a Chargeback ratio that exceeds 1%by number of Transactions or a Chargeback ratio that exceeds 1%by dollar volume.Merchant authorizes,upon the occurrence of Excessive Activity,Bank and SPS to take additional actions as either of them may deem necessary,including,but not limited to,suspension of processing privileges,increase of any fees that may be charged to Merchant and/or creation or maintenance of a Reserve Account in accordance with this Agreement 6.02 Forms. Merchant shall use only such forms or modes of transmission of Sales Drafts and Credit Vouchers as are provided or approved in advance by SPS and Bank,and Merchant shall not use forms provided by Bank and SPS other than in connection with Transactions without SPS's and Bank's prior written consent 6.03 Records, In addition to any records routinely furnished to SPS and Bank under this Agreement,Merchant shall preserve a paper or electronic copy of all actual paper Sales Drafts,Credit Vouchers and Debit Card Sales and,if a mail,phone order or preauthorized order is involved,the Cardholder's signed authorization for the Transaction,for at least 3 years after the date Merchant presents the Transaction. If Records and/or data on SPS's system associated with Merchant are subpoenaed by legal process or otherwise,SPS shall produce such records in accordance with the subpoena without notice to Merchant. 6.04 Requests for Copies. Within 3 days of receipt of any written or verbal request by Bank and SPS,Merchant shall provide either the actual paper Sales Draft,Credit Voucher and/or Debit Card Sales or a legible copy thereof(in size comparable to the actual voucher or draft)and any other documentary evidence available to Merchant and reasonably requested by Bank or SPS to meet Bank's obligations under law(including its obligations under the Fair Credit Billing Act)or otherwise to respond to questions concerning Cardholder accounts. 6.05 IRS Withholdings and Reporting. Section 6050W of the Internal Revenue Code("Code")requires payment providers and third party payment networks,such as SPS,to report payment settlement amounts to the Internal Revenue Service("IRS")for each Merchant processing through SPS.Merchant shall verify its identity by providing SPS with a Tax Identification Number("TIN")such as a Social Security Number(SSN)or Employer Identification Number(EIN)for each Merchant Account In the event Merchant fails to provide its TIN,SPS will place a restriction on Merchant's Account and may restrict the receipt of funds into Merchant's Account,or withhold a percentage of payments deposited into Merchant's Account in order to satisfy the backup withholding requirements of the IRS. 6.06 security Interests.Reserve Account.Recoupment and Set-Of: (a)This Agreement is a security agreement under the Uniform Commercial Code. Merchant grants to Bank and SPS a security interest in and lien upon:(i)the Account(as set forth in Section 6.10)and all funds at any time in the Account, whatever the source of such funds,(ii)the Reserve Account(as defined below)and all funds at any time in the Reserve Account,whatever the source of such funds,(iii)future Sales Drafts,(iv)all Merchant's rights relating to this Agreement including,without limitation,all rights to receive any payments or credits under this Agreement;and(v)all Merchant deposit accounts now owned or hereafter acquired and the proceeds of all of the foregoing(collectively, the"Secured Assets").Upon request of Bank and SPS,Merchant will execute one or more financing statements or other documents to evidence this security interest. Merchant irrevocably authorizes bank to execute any financing statements or other documents necessary related to this security interest Merchant represents and warrants that no other party has a security interest in the Secured Assets.These security interests and liens will secure all of Merchant's obligations under this Agreement and any other agreements between Merchant,SPS and Bank including,but not limited to,Merchant's obligation to pay any amounts due to Bank and SPS.With respect to such security interests and liens,Bank and SPS will have all rights afforded under the Uniform Commercial Code,any other applicable law and in equity.Merchant will obtain from Bank and SPS written consent prior to granting a security interest of any kind in the Secured Assets to a third party;(b)SPS may establish and maintain a non-interest bearing account("Reserve Account")in the name of Bank at any federally insured financial institution,with sums provided by Merchant that are sufficient to satisfy Merchant's current or future obligations as determined by Bank and SPS:(i)Bank and SPS shall have the right to initiate a debit to the Account or any other account at any institution to establish or maintain funds in the Reserve Account Bank or SPS may deposit into the Reserve Account funds they would otherwise be obligated to pay Merchant,for the purpose of establishing or maintaining the Reserve Account in accordance with this Section,if they determine such action is reasonably necessary to protect their interests;(ii)Bank,on its own behalf or at SPS's request,may,without notice to Merchant,apply deposits in the Reserve Account against any outstanding amounts Merchant owes under this Agreement or any other agreement between Merchant and Bank or SPS.SPS or Bank may exercise their rights under this Agreement to collect any amounts due to Bank or SPS including,without limitation,rights of set-off and recoupment Merchant shall have no right to withdraw funds or debit the Reserve Account In the event of a bankruptcy proceeding,Bank and SPS may exercise their rights under this Agreement to debit the Reserve Account for amounts due Bank and SPS regardless of the pre-petition or post-petition nature of the amount due Bank and/or SPS.In the event of a bankruptcy proceeding,Merchant also agrees that it will not contest any Motion for Relief from the Automatic Stay,which Bank and SPS may file to debit the Reserve Account As set forth in Section 5.02,funds in the Reserve Account will remain in the Reserve Account for a minimum of 270 days following termination.Bank will have sole control of the Reserve Account In the event of a bankruptcy proceeding,Bank and SPS do not consent to the assumption of this Agreement Nevertheless if this Agreement is assumed Merchant agrees that,in order to establish adequate assurance of future performance within the meaning of 11 U.S.C.Sec.365,as amended from time to time,Merchant must establish or maintain a Reserve Account in an amount satisfactory to Bank and SPS; (c) Bank and SPS have the right of recoupment and set-off. This means that they may offset any outstanding/uncollected amounts owed to them from:(i)any amounts they would otherwise be obligated to deposit into the Account,and(ii)any other amounts SPS and Bank may owe Merchant under this Agreement or any other agreement;(d)The rights conferred upon Bank and SPS in this Section are Sage Merchant Agreement Page 6 of 9 Revision 20150806 ,PLEASE NOTE:The complete BAN%CARD Merchant Agreement includes these terms and conditions and an application on three(3)additional pages. not intended to be exclusive of each other or of any other rights and remedies of Bank and SPS under this Agreement,at law or in equity.Rather,each and every right of Bank and SPS at law or in equity will be cumulative and concurrent and in addition to every other right. 6.07 Third Parties. (a)Merchant may be using special services or software provided by a third party to assist Merchant in processing Transactions, including authorizations and settlements,or accounting functions.Merchant is responsible for ensuring compliance with the requirements of any third party in using their products.This includes making sure Merchant has and complies with any software updates.SPS and Bank have no responsibility for any transaction until that point in time SPS receives data about the transaction;(b)Merchant will notify SPS immediately if Merchant decides to use electronic authorization or data capture terminals or software provided by any entity other than SPS or its authorized designee("third party terminals")to process Transactions.If Merchant elects to use third party software or terminals,Merchant agrees(i)the third party providing the software or terminals will be Merchant's agent in the delivery of Transactions to Bank via Visa Net or a similar data processing system or network;and(ii)to assume full responsibility and liability for any failure of that third party to comply with the Rules or this Agreement.Neither Bank nor SPS will be responsible for any losses or additional fees incurred by Merchant as a result of any error by a third party agent or a malfunction in a third party's software or terminal. 6.08 Modifications to Agreement. This Agreement is subject to amendment by SPS to conform to the Rules.Further,SPS and Bank may,from time to time,amend any provision of this Agreement,including,without limitation,those relating to the discount rate or to other fees and charges payable by Merchant by providing written notice,including electronic written notice,to Merchant of the amendment,and the amendment shall become effective unless Bank and SPS receive Merchant's notice of termination of this Agreement within 7 days.Amendments due to changes in a Payment Brand's fees,interchange, assessments,Rules or any law,regulation or judicial decision may become effective on such shorter period of time as SPS and Bank may specify if necessary to comply with the applicable Rule,law,regulation,decision or other change. 6.09 Limitation of Liability:Indemnity. (A)THE LIABILITY, IF ANY,OF BANK AND SPS UNDER THIS AGREEMENT WHETHER TO MERCHANT OR TO ANY OTHER PARTY,WHATEVER THE BASIS OF THE LIABILITY,SHALL NOT EXCEED IN THE AGGREGATE THE DIFFERENCE BETWEEN(I)THE AMOUNT OF FEES PAID BY MERCHANT TO SPS AND BANK DURING THE MONTH IN WHICH THE TRANSACTION OUT OF WHICH THE LIABILITY AROSE OCCURRED,AND(II)ASSESSMENTS,CHARGEBACKS,AND ANY OFFSETS AUTHORIZED UNDER THIS AGREEMENT AGAINST SUCH FEES WHICH AROSE DURING SUCH MONTH.IN THE EVENT MORE THAN ONE MONTH IS INVOLVED,THE AGGREGATE AMOUNT OF SPS AND BANK'S LIABILITY SHALL NOT EXCEED THE LOWEST AMOUNT DETERMINED IN ACCORD WITH THE FOREGOING CALCULATION FOR ANY ONE MONTH INVOLVED.IN NO EVENT WILL BANK, SPS, NOR ITS OR THEIR OFFICERS, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) MERCHANT HEREBY AGREES TO INDEMNIFY AND HOLD BANK, SPS AND ITS AND/OR THEIR OFFICERS,DIRECTORS,EMPLOYEES AND AGENTS(THE`INDEMNIFIED PARTIES")HARMLESS FROM ANY CLAIM RELATING TO:,(I)ANY DISPUTE BETWEEN MERCHANT AND A CARDHOLDER WITH RESPECT TO THE ALLEGED OR ACTUAL FAILURE BY MERCHANT TO PROCESS A TRANSACTION AS REQUESTED BY SUCH CARDHOLDER OR TO PROVIDE PHYSICAL SECURITY AT OR NEAR ANY TERMINALS OR OTHER PREMISES OF MERCHANT,OR THE TRANSMISSION OR DISCLOSURE OF ANY INFORMATION BY OR THROUGH SPS, (II) THE TRANSMISSION OF ANY INCORRECT OR INCOMPLETE INFORMATION TO A CUSTOMER OF ANY NETWORK MEMBER THROUGH THE NETWORK REGARDING AN ACCOUNT MAINTAINED BY SUCH CUSTOMER, OR THE DISCLOSURE THROUGH SUCH NETWORK TO ANY PARTY OF INFORMATION RELATING TO ANY SUCH ACCOUNT;AND (III)MERCHANTS FAILURE TO COMPLY WITH ANY OF THE PROVISIONS OF THIS AGREEMENT AND APPLICABLE LAWS,RULES AND/OR REGULATIONS,INCLUDING WITHOUT LIMITATION DISPUTES RESULTING FROM MERCHANTS FAILURE TO PROVIDE A SALES TRANSMITTAL. MERCHANT FURTHER AGREES TO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM ALL CLAIMS,LIABILITY AND EXPENSES ARISING OR RESULTING FROM ANY DISPUTE OR CLAIM MADE AGAINST BANK AND/OR SPS BY ANY THIRD PARTY ARISING OUT OF MERCHANTS BREACH OF THIS AGREEMENT OR THE RULES.FURTHER, MERCHANT SHALL REIMBURSE BANK OR SPS,AS THE CASE MAY BE,FOR ALL EXPENSES AND COSTS,INCLUDING ATTORNEY'S FEES,WITH REGARD TO THE FORGOING;(C)NEITHER BANK NOR SPS MAKE ANY OTHER WARRANTY,EXPRESS OR IMPLIED, REGARDING ANY SERVICES IT PERFORMS IN ACCORDANCE WITH THIS AGREEMENT, AND NOTHING CONTAINED IN THE AGREEMENT WILL CONSTITUTE SUCH A WARRANTY.SPS AND BANK DISCLAIM ALL IMPLIED WARRANTIES,INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. 6.10 Account. (a)Merchant will establish and maintain an account at Bank or at any federally insured fmancial institution("Account")reasonably approved by Bank in the United States.Merchant will maintain sufficient funds in the Account to satisfy all obligations,including fees,contemplated by this Agreement.Merchant irrevocably authorizes SPS and/or Bank to debit the Account for Chargebacks,fees and any other penalties or amounts owed under this Agreement.Merchant must obtain prior written consent from Bank and SPS to change the Account.If Merchant does not obtain that consent,SPS or Bank may immediately terminate the Agreement and may take other action necessary,as determined by them within their sole discretion;(b)Bank will deposit all Sales Drafts to the Account subject to Section 3.01 of this Agreement.Merchant authorizes Bank and SPS to initiate reversal or adjustment entries and initiate or suspend such entries as may be necessary to grant Merchant conditional credit for any entry;(c)Bank,in its sole discretion,may grant Merchant provisional credit for Transaction amounts in the process of collection,subject to receipt of fmal payment by Bank and SPS and subject to all Chargebacks and other amounts owed to Bank and SPS under this Agreement;(d)Merchant shall promptly examine all statements relating to the Account,and immediately notify SPS and Bank in writing of any errors.Merchant's written notice must include:(i)Merchant name and account number, (ii)the dollar amount of the asserted error,(iii)a description of the asserted error,and(iv)an explanation of why Merchant believes an error exists and the cause of it,if known.That written notice must be received by SPS and Bank within 60 days after Merchant received the periodic statement containing the asserted error and failure to provide such notice shall bar any claim of errors.MERCHANT MAY NOT MAKE ANY CLAIM AGAINST BANK OR SPS FOR ANY LOSS OR EXPENSE RELATING TO ANY ASSERTED ERROR FOR 60 DAYS IMMEDIATELY FOLLOWING RECEIPT OF MERCHANTS WRITTEN NOTICE.During that 60 day period,SPS and Bank will be entitled to investigate the asserted error,and Merchant will not incur any cost or expense in connection with the asserted error without notifying SPS;(e)Merchant will indemnify and hold SPS and Bank harmless for any action they take against the Account pursuant to this Section.Merchant will also indemnify and hold harmless the institution at which Merchant maintains the Account for acting in accordance with any instruction from Bank or SPS regarding the Account.This Section will survive termination of this Agreement;(f)Merchant authorizes Bank and SPS to initiate debit/credit entries to the Account,as the Account may be changed from time to time,and to any other account maintained by Merchant at any institution that is a receiving bank of ACH,all in accordance with this Agreement.In the event Merchant changes the Account,Merchant will notify SPS,with a copy to Bank,and this authorization will apply to the new Account.This authorization will be effective until both:(i)SPS and Bank have received written notification from Merchant terminating this authorization,and(ii)all obligations of Merchant to SPS and Bank have been paid in full.Merchant will provide to SPS and Bank a voided Account check,and will fill in the Account numbers on the Application. 6.11 Tees and Other Amounts Owed. (a)Merchant shall pay the fees and charges as set forth on the Schedule of Fees included on the Application,the provisions of which are incorporated herein by reference.Unless otherwise noted,Merchant shall pay all fees monthly,with the exception of the Discount Fee and/or interchange,which shall be paid either monthly or daily,as determined by SPS in its sole discretion.Merchant may choose,however,to pay the discount fee on a daily basis by notice to SPS.The Account will be debited through ACH for such amounts and for any other fees,charges or adjustments incurred by Merchant and associated with processing services.Merchant is also obligated to pay all taxes and other charges imposed by any governmental authority on the services provided under this Agreement Bank and SPS shall have the right to change fees,including adding fees for additional services utilized by Merchant,in accordance with Section 6.08. Interchange Pass Through pricing("IPT")as specified on Application is comprised of interchange, fees,dues,and assessments assessed by card association. Cost-Plus pricing("CP")is comprised of IPT plus the Cost Plus Rate set forth on your Application, which is charged to each settled Card and Debit Card Transaction. Merchant may call SPS customer service with any questions regarding pricing, Sage Merchant Agreement Page 7 of 9 Revision 20150806 PLEASE NOTE:The complete BANKCARD Merchant Agreement includes these terms and conditions and an application on three(3)additional pages. qualifications exceptions,and billing.SPS does not refund fees for returns;(b)Merchant will immediately pay SPS and Bank any amount incurred by SPS attributable to this Agreement or any other agreement between Merchant and SPS or any subsidiary or affiliate of SPS,including but not limited to equipment fees,Chargebacks,fines imposed by a third party,non-sufficient fund fees,and ACH debits that overdraw the Account,Reserve Account,or are otherwise dishonored.Merchant authorizes SPS and Bank to debit via ACH the Account,Reserve Account,any other account Merchant has with SPS,an affiliate or subsidiary of SPS,Bank or at any other fmancial institution for any amount Merchant owes under this Agreement or under any other contract, note,guaranty,or dealing of any kind now existing or later entered into between Merchant and SPS or any subsidiary or affiliate,whether Merchant's obligation is direct,indirect,primary,secondary,fixed,contingent,joint or several.In the event such ACH does not fully reimburse SPS and Bank for the amount owed,Merchant will immediately pay SPS and Bank such amount, 6.12 Costs. Merchant will be liable for and will indemnify and reimburse SPS and Bank for all costs paid or incurred by SPS or Bank in the enforcement of this Agreement,including but not limited to attorneys'and investigators'fees,or in collecting any amounts due from Merchant or resulting from any breach by Merchant of this Agreement. ARTICLE VII-MISCELLANEOUS 7.01 Waiver. Failure by Bank or SPS to enforce one or more of the provisions of this Agreement shall not constitute a waiver of the right to enforce the same or other provision in the future.The waiving party must sign all waivers. '7.02 Notices. All notices and other communications required or permitted under this Agreement shall be deemed delivered when sent by e-mail or mailed, postage prepaid,addressed as follows: If to SPS: If to Bank: Sage Payment Solutions BMO Harris N.A. 12120 Sunset Hills Rd STE 800 111 W.Monroe Reston,Virginia 20190 Chicago,1160608 Attn:Chief Financial Officer Attn.Customer Service If to Merchant,at the address provided as the billing address and to the contact listed on the Application or e-mail. 7.03 Choice of Law:Jurisdiction. This Agreement and all matter related thereto shall be construed in accordance with the laws of the Commonwealth of Virginia except those rules relating to conflicts of laws.Any action or proceeding arising out of or related to this Agreement shall be brought only in a court located in located in Fairfax County,Virginia. Each party expressly consents to the jurisdiction of such courts. 7.04 Entire Agreement:Assignability. This Agreement,including the Application,these Terms and Conditions of Merchant Application and any supplementary documents indicated herein,expresses the entire understanding of the parties with respect to its subject matter and except as provided herein, may be modified only in writing executed by all parties. This Agreement may be assigned by SPS and Bank,but may not be assigned by Merchant,directly or by operation of law,without the prior written consent of Bank and SPS. In the event,for whatever reason,Application does not meet standard underwriting criteria,and satisfies only sub-standard underwriting criteria,Merchant acknowledges the completed Application may be forwarded to an alternative Member processor for review and approval. If Merchant nevertheless assigns this Agreement without such consent,the Agreement will be binding on the assignee.This Agreement shall be binding upon and inure to the benefit of the parties'respective successors and permitted assigns.. 7.05 Credit and Financial Inquiries: Inspections. (a)Merchant authorizes Bank and SPS to make,at any time,any credit inquiries which either may consider necessary to accept or review acceptance of this Agreement or investigate Merchant's deposit or Card acceptance subsequent to acceptance of this Agreement.Such inquiries shall include,but are not limited to,a credit check of the business including its proprietor,partners,principal owners or officers. If requested to do so by Bank or SPS,Merchant shall provide the written consent of any person for which an inquiry has been or is to be made if such person has not executed this Agreement and will provide any financial statements,income tax and business tax returns and other financial information as Bank or SPS may consider necessary to perform initial or periodic reviews of Merchant's fmancial stability and business practices;(b)Merchant may honor Cards only at locations approved by SPS and Bank.Additional locations maybe added,subject to SPS and Bank's written approval.All current and future locations are bound by the terms and conditions of this Agreement.Either Merchant or SPS may delete any location by providing notice as provided in this Agreement; (c)Merchant agrees to permit Bank or SPS at any time from time to time,to inspect locations to confirm that Merchant has or is adhering to the terms of this Agreement and is maintaining the proper facilities,equipment,inventory,records and license or permit(where necessary)to conduct its business. However,nothing in this Section shall be deemed to waive Merchant's obligation to comply in all respects with the terms of this Agreement; (d) Representatives of Bank or SPS may,during normal business hours,inspect,audit and make copies of Merchant's books,accounts,records and files pertaining to any Transaction. 7.06 Marketing of Non-Bankcard Services by SPS. From time to time,SPS may offer to Merchant certain additional products and services which may or may not be related to the processing of Transactions. Merchant consents to receipt of promotional materials via email and fax regarding such other products and services. 7.07 Attorneys'Fees. Merchant will be liable for and will indemnify and reimburse bank and/or SPS for all attorneys'fees and other costs and expenses paid or incurred by Bank and/or SPS in the enforcement of this Agreement,or in collecting any amounts due from merchant to Bank and/or SPS or resulting from any breach by Merchant of this Agreement. 7.08 American Express Card Acceptance. In addition to other applicable provisions of this Agreement,the following provisions apply to Merchant's acceptance of American Express Cards: (a)This Agreement governs Merchant's acceptance of American Express Cards under American Express's "OptBlue Program". If and when the Transactions submitted by American Express Cardholders exceed the charge volume eligibility criteria for the OptBlue Program,American Express may require Merchant to convert to a direct Card Acceptance Agreement with American Express. If this occurs, upon such conversion,(i)Merchant will be bound by American Express's then-current Card Acceptance Agreement;and(ii)American Express will determine the pricing and other fees payable by Merchant under the Card Acceptance Agreement;(b)Merchant's participation in the OptBlue Program is subject to the approval of American Express. Merchant authorizes SPS and/or its affiliates to submit Transactions to,and receive settlement on such Transactions from,American Express on behalf of Merchant;(c)Merchant shall not assign to any third party any payments due to it for American Express Card Transactions,and all indebtedness arising from such Transactions will be for bona fide sales of goods and services(or both)at its business locations and free of liens,claims,and encumbrances other than ordinary sales taxes;provided,however,that Merchant may sell and assign future receivables to SPS,its affiliated entities and/or any other cash advance funding source that partners with SPS or its affiliated entities;(d)American Express shall have third party beneficiary rights,but not obligations,to enforce the terms of this Agreement applicable to American Express Card acceptance against Merchant;(e)Merchant may opt out of accepting American Express Cards under this Agreement by providing 30 days'notice to SPS without directly or indirectly affecting its rights to accept other Payment Brand Cards;(f)Except as provided in Section 7.08(g),SPS may disclose to American Express information regarding Merchant and Merchant's Transactions to American Express,and American Express may use such information to(i)perform its responsibilities in connection with American Express Card acceptance,(ii)promote American Express,(iii)perform analytics and create reports,and(iv)for any other lawful business purposes,including commercial marketing communications purposes within the parameters of American Express Card acceptance,and to provide important transactional or relationship communications from American Express.American Express may also use such information about Merchant obtained in connection with this Agreement at the time of setup to screen and/or monitor Merchant in connection with American Express marketing and administrative purposes;(g)Merchant may opt-out of receiving American Express commercial marketing communications about products and services by selecting the opt-out option on its Application or subsequently by providing written notice to its primary relationship contact at SPS. Merchant may continue to receive such communications from American Express after opting out while American Express Sage Merchant Agreement Page 8 of 9 Revision 20150806 PLEASE NOTE:The complete BAN%CARD Merchant Agreement includes these terms and conditions and an application on three(3)additional pages. updates its records to reflect Merchant's opt-out choice;and(h)Merchant may not bill or attempt to collect from any Cardholder for any American Express Transaction unless a Chargeback has been exercised,Merchant has fully paid for such Chargeback,and it otherwise has the right to do so. 7.09 Signature. Merchant represents and warrants that the person executing this Agreement is duly authorized to bind Merchant to all provisions of this Agreement,and that such person is authorized to execute any documents and to take any action on behalf of Merchant,which may be required by SPS now or in the future.Merchant will execute a separate Entity Certification,as set out below,if requested to do so by SPS and Bank. 7.10 Force Majeure.The delay or inability of party to perform its obligations hereunder when required(other than Merchant's payment obligations)if caused by events of Force Majeure,as defined herein,shall not constitute a breach or default and shall not subject such party to liability to any other party so long as such Force Majeure event exists. Force Majeure events shall include,without limitation,civil disturbances,epidemics,natural disasters,wars, acts of terrorism,acts of God,economic downturn and all other such events outside the control of the parties that make it impossible for one party to comply with its obligations hereunder. 7.11 General. If any provision of this Agreement is illegal or unenforceable,the invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if the illegal provision is not contained in the Agreement.Merchant is responsible for its employees'actions while in its employ.The parties do not intend to confer any benefits on any person or entity other than Merchant,Bank and SPS.Article I,Sections 3.02,3.04, Article V,Article VI,Article VII and any other provision that by their nature should survive termination will survive expiration or termination of this Agreement. Sage Merchant Agreement Page 9 of 9 Revision 20150806 PLEASE NOTE:The complete BAN%CARD Merchant Agreement includes these terms and conditions and an application on three(3)additional pages. City of Farmington 430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 ''�.,,easato www.cifarmington.mn.us TO: Mayor, Councihnembers and City Administrator FROM: Robin Hanson,Finance Director SUBJECT: Approve a Resolution Authorizing 195th Street Reconstruction Project Internal Loan from the Storm Water Trunk Fund to the General Fund-Finance DATE: November 16, 2015 INTRODUCTION The joint county/city 195th street reconstruction project is nearing completion. The city expects to receive its initial invoice from the county soon. The remaining invoice(s)will be received later,when the work has been completed and final costs tallied. The city has paid for some of the project costs (ex. storm water design)from the city's storm water fund. The project costs incurred by the city will be reimbursed as part of the project billing process. The city's share of the project is estimated to be$5.8 million. As we have discussed previously,the city is paying for its share of the project from three different sources: 1)a construction draw from the city's MSA construction account which was received in late September, 2)net bond proceeds from the 2015A bond sale which were received on October 15, 2015, and 3)an internally funded loan. DISCUSSION The city's policy is to spend its most restrictive dollars first. Following this principle, it will pay the county first from net bond proceeds ($3,128,294.07)and second it will use the MSA construction draw ($1,000,000);the loan proceeds will be spent last. The loan amount, exact timing of the internally funded loan disbursements, and loan repayments are not known at this time. To only use funds when needed, staff is proposing council adopt the attached resolution with a loan amount not to exceed$1,641,250 and to provide for draws to pay the remainder of the amounts owed to the county for the 195th street reconstruction project, as invoiced. The loan will be repaid with future MSA construction reimbursement funds. The exact timing or amounts of the repayments are not known. Staff is proposing the loan be structured with minimum annual payments to ensure the loan is repaid in full. The attached resolution provides for the option to prepay the loan, in part or in full, at any time,without penalty. The resolution further requires that in the event the loan is not expected to be repaid in full by April 30,2029,council will levy sufficient funds to repay the loan in full, including interest, as part of the 2029 debt levy so the loan is repaid in full on or before February 1,2030(the final scheduled payment date for the related 2015A bonds). Finally,to review two reasons why staff is recommending the city utilize an internal loan for a portion of the 195th street financing. First,the city will not`borrow' the funds until they are needed,thereby minimizing the interest cost for this project. Second,tax-exempt,general obligation bond-financings generally mandate bonds cannot be prepaid, in part or in whole, for the first 10 years. This can be very costly. For example, if the city received a$500,000 prepayment in year 5 and the city was not able to repay the corresponding bonds until year 10,the city would most likely invest those funds at a lower rate than is being paid on the bonds. Assuming you could invest the prepayment at 1.75%and the cost of the outstanding debt is 2.50%, it would cost the city$18,750 in negative interest income to wait until the optional redemption date to repay the bonds. Given the uncertainty surrounding the timing and amounts to be received from the State for the city's MSA construction reimbursement amounts,by providing for prepayments,in part or in whole at any time, an internal loan provides the city the option to minimize the length of time the debt is outstanding, in turn minimizing the amount of interest paid by providing for prepayments in part or in whole at any time. The attached amortization schedule provides a sample amortization schedule. If the loan was to be fully disbursed on November 30,2015 and annual repayments began on April 30, 2016,the city would incur $242,586.32 of interest. With the opportunity to prepay at any time in whole or in part, any accelerated payments will directly reduce the amount of interest paid,ultimately saving the city money. BUDGET IMPACT The project is part of the city's street capital improvement plan and has been included in the city's budget. ACTION REQUESTED Adopt the attached resolution authorizing staff to utilize internal loan proceeds from the Storm Water Trunk Fund to the General Fund as outlined to pay a portion of the city's costs related to the 195th street reconstruction project. ATTACHMENTS: Type Description © Resolution Resolution Authorizing Interfund Loan from Storm Water Trunk Fund to the General Fund ® Backup Material Sample Loan Amortization Schedule- 195th Steet Internal Loan RESOLUTION NO. R68-15 AUTHORIZING AN INTERFUND LOAN FROM THE STORM WATER TRUNK FUND TO THE GENERAL FUND Pursuant to due call and notice thereof a regular meeting of the City Council of the City of Farmington, Minnesota was held in the Council Chambers of said City on the 16th day of November 2015 at 7:00 p.m. Members present: Larson, Bartholomay, Bonar, Donnelly, Pitcher Members absent: None Member Bartholomay introduced and Member Bonar seconded the following resolution: WHEREAS,the City of Farmington has participated with Dakota County in the street reconstruction of 195th street from Flagstaff to Diamond Path; and WHEREAS,the Council has determined it is in the best interest of the City to finance a portion of these improvements with an internally funded loan; and WHEREAS,the Storm Water Trunk Fund has sufficient funds within its fund balance to be loaned for a period of time without detriment of any function or project for which the fund was established; and WHEREAS,the City has the taxing authority to repay the loan,but intends to utilize future Minnesota State Aid(MSA) construction reimbursement funds to repay the loan; and WHEREAS,the City of Farmington desires, by this resolution,to document the loan from the Storm Water Trunk Fund to the General fund, and to express the terms and conditions of said loan. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Farmington, that: 1. An interfund loan from the Storm Water Trunk Fund to the General Fund in an amount not to exceed $1,641,250 be approved; such loan to be repaid over fourteen (14) years with an annual interest rate of 2.09% (rounded True Interest Cost of the 2015A bonds); this represents the net amount projected to be owed to the county,net of the $1,000,000 2015 MSA construction draw and$3,128,294.07 of net 2015A bond proceeds previously received. 2. The loan may be drawn down as needed to pay the County. Cumulative draws may not exceed the maximum loan amount. 3. Annual repayment installments will be made on the loan from the city's Municipal State Aid construction reimbursements. 4. This loan may be repaid, in part or in whole, at any time without penalty. Interest will be calculated on an actual/365 day basis. 5. Should the MSA funds be insufficient to repay the internal loan, including accumulated interest, before December 31, 2028, council shall levy against all taxable properties within the city of Farmington,the remaining amount due and owing, including interest, on the interfund loan as part of the 2029 levy to repay the loan in full on or before February 1, 2030. This resolution is adopted by recorded vote of the City of Farmington City Council in open session on the 16th day of November, 2015. Mayor Todd Larson Attested to the Ara' day of November, 2015 . r (________________ evin Schorzman, Acting City Administrator SEAL 2015A Sample Loan Amortization Schedule Amortization Table 1/4/2013 A simple amortization table covering 24 payment periods of a loan. 1)To use the table,simply change any of the values in the"initial data"area of the worksheet. 2)To print the table,just choose"Print'from the"File"menu.The print area is already defined. Initial Data LOAN DATA TABLE DATA - Loan amount: $1,641,250.00 Table starts at date:I Annual interest rate: 2.09% or at payment number. 1 Term in years: 14 Payments per year. 1 11/30/2015 First payment due: 4/30/2016 4/30/2016 152 PERIODIC PAYMENT Entered payment: $136,430.68 The table uses the calculated periodic payment amount Calculated payment $136,430.68 unless you enter a value for"Entered payment". CALCULATIONS Use payment of: $136,430.68 Beginning balance at payment 1: 1,641,250.00 1st payment in table: 1 Cumulative interest prior to payment 1: 11,668.00 Table Payment Beginning Ending Cumulative No. Date Balance Interest Principal Balance Interest 1 4/30/2016 1,641,250.00 14,284.72 122,145.96 1,519,104.04 14,284.72 2 4/30/2017 1,519,104.04 31,749.27 104,681.41 1,414,422.63 46,033.99 3 4/30/2018 1,414,422.63 29,561.43 106,869.25 1,307,553.39 75,595.43 4 4/30/2019 1,307,553.39 27,327.87 109,102.81 1,198,450.57 102,923.29 5 4/30/2020 1,198,450.57 25,047.62 111,383.06 1,087,067.51 127,970.91 6 4/30/2021 1,087,067.51 22,719.71 113,710.97 973,356.54 150,690.62 7 4/30/2022 973,356.54 20,343.15 116,087.53 857,269.01 171,033.77 8 4/30/2023 857,269.01 17,916.92 118,513.76 738,755.26 188,950.70 9 4/30/2024 738,755.26 15,439.98 120,990.70 617,764.56 204,390.68 10 4/30/2025 617,764.56 12,911.28 123,519.40 494,245.16 217,301.96 11 4/30/2026 494,245.16 10,329.72 126,100.96 368,144.20 227,631.68 12 4/30/2027 368,144.20 7,694.21 128,736.47 239,407.74 235,325.90 13 4/30/2028 239,407.74 5,003.62 131,427.06 107,980.68 240,329.52 -- ---------- --------- -14 4/30/2029 107,980.68 2,256.80 107,980.68 0.00 242,586.32 242,586.32 1,641,250.00 Page 1 4011194 City of Farmington Z430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 �.A - www.cifarmington.mn.us TO: Mayor,Councilmembers and City Administrator FROM: Robin Hanson, Finance Director SUBJECT: Approve Bills-Finance DATE: November 16,2015 INTRODUCTION Attached is the list of bills for October 29, 2015 through November 11, 2015. DISCUSSION NA BUDGET IMPACT NA ACTION REQUESTED Approve the list of bills for October 29,2015 through November 11,2015. ATTACHMENTS: Type Description ® Exhibit List of Bills .z ❑ t. b co co co co co co N N N N CD CD m O 0) 01 UD O co O 0 0 0 0 0 0 O 0 O 0 O O O O 0 ❑ O O O O O O O O O O O O O O O O O 0 O O O O O O O O O O O 0 0 O 0 O 0 O O 0 N N b a CO N 0 0 CO O O 0 0 U o CD co CO O co CO CO CD CO CD O 0 0 CO O O O • m w m g W o N o w �a 0 a w Z U U CZI co 0,m ?O-- QQ • a co co w a. 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N m N (0 m O 2 2 W .9 5 FE S' m m Z z N 00 Z © w w 0 m =EC t -1 W C9 W K m OLL mo O ONE O to fA W O Q a.-7 W .0 m 0 10 CO M CO W O U CO O W W ~ ~ M Q: o ~ ❑ F- °' n- CD ,- .- 0 °r Z e°, LL ; Z z w w K r o.$ yre m 5 z � 0 mm f- = l O O O O 01 m O O o o 0 0) V' m O O o N CO n n O O F- 1'1 O o O 0) m m 1n tO I- O co. n• E C r' O O O_ C O a m N fV 0) n t a '')' O n n In O m m 0 O 0) 0 m 0 m N m o N C O N 'd' sr CO O) o t7 O) C0 N O) O N t+) 10•> , 5 'Cs' 07 O ,- , 1 t7 P') n O CO E 10 10 10 10 10 b 1O 0 o a- a- e 0 E N N N N N N t`V m b CO m m t= to t0 m W N E ❑ .- .- .- .- .- ' Ud 10 r 10 P ate- CD ee-- U a z t .- - a ate- , a-et U QEitttR City of Farmington s 6 430 Third Street Farmington,Minnesota k 1 651.280.6800 -Fax 651.280.6899 •4 www.cLfarmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Jim Larsen-Fire Chief SUBJECT: Award Bid for Fire Station 2 Floor Sealing DATE: November 16,2015 INTRODUCTION The apparatus floor of Fire Station 2 is approximately 10 years and needs repair. Staff is seeking approval to award a contract for this work. DISCUSSION Fire Station 2 was dedicated in 2006. In the time since,the concrete apparatus floor has suffered wear and tear including pitting from the deterioration of the concrete due to road salt and grime.Fire Station 1 had a slip resistant protective coating installed in 2014 to prevent this from occurring. Staff recommends that the same type of work be done at Station 2. Staff sought bids from two vendors who have done work for the City of Farmington in the past. The bid from SwedeBro,while approximately$207.00 lower, only includes a one year warranty. The bid from GFC Industrial Floor Coatings includes a 20 year warranty and therefore staff recommends GFC Industrial Floor Coatings. BUDGET IMPACT $18,963.35 which is included in this year's budget. ACTION REQUESTED Approve and award the contract for Fire Station 2 apparatus floor repair and sealing to GFC Industrial Floor Coatings of New Hope, MN in the amount of$18,963.35. ATTACHMENTS: Type Description D Cover Memo GFC Station 2 Floor Bid D Cover Memo SwedeBro Station 2 Floor Bid 5100 US Hwy 169 N New Hope,MN 55428 I Phone: 763-559-8732 GFC Industrial Floor Coatings I Fax: 763-559-8070 Exclusive provider of Comfort Flex Email:pnfo@nfcmn.com A dvebn d Garage Floor Coating of NN.COm www.GarageFioorCoatingofMN.com City of Farmington Bid Date: November 4,2015 Fire Station Floor Municipal Dr Sales Rep:Jason Ripley 19695 Municipal Dr Farmington,Mn (651)280-6941 Coating Type: Coat to doorline Chip Type: Undecided Color Choice: **Additional Fee for 1/8"Chip Coating Color: Moisture Testing Results: Completed Floor Texture and Color may vary from Sample Job Description Size/Qty Price Diamond Per Unit 20-Year Warranty Diamond Grind 5170 $0.40 $2,068.00 Expansion/Crack Repair 1 $350.00 $350.00 Fill Polymer Patch-MED DM Repairing concrete in 1st stall under trucks 800 $1.50 $1,200.00 Other Coating platform around washer and dryer 1 $250.00 $250.00 Other Coating 3 yellow stripes 4inx77 Iin ft west 1 $1,250.00 $1,250.00 side of each lane Diamond System:4-Step Process:Base Coat,Top Coat,Full 5170 $4.25 $21,972.50 Distribution of Vinyl Chip,One Clear Coat SUBTOTAL $27,090.50 30%DISCOUNT $8,127.15 ADDITIONAL DISCOUNT ESTIMATE TOTAL $18,963.35 DEPOSIT DUE(50%) $9,481.68 BALANCE DUE UPON COMPLETION $9,481.67 Comments:150%downpayment will be waived and project Alit in 2phases no extra chargelphase 1 Dec 14th week and phase 2 Dec 28th week.Coat to door line of each door but on wall up to door to office. IMPERFECTIONS in floor may still be visible after coating is applied.Homeowner has been made aware of this.Unless indicated above,Stem Walls and Steps would be an additional fee as they are a line-item option.Only items listed above will be performed.Any additional tasks would be added with an additional charge upon the customer's approval. WARRANTY: I agree to the conditions of the warranty offered with the system selected above. FINANCIAL RESPONSIBILTY: I further agree to pay all finance charges,collection cost,attorney's fees,and any other cost that may be incurred to enforce collection of any amount outstanding. Per my cardholder agreement,I agree to pay any and all credit card fees in accordance with the terms of my cardholder agreement. ACCEPTANCE: The above prices,specifications,and conditions are satisfactory and are hereby accepted,GarageFloorCoatingofMN.com is authorized to complete the contract as specified. I understand that a fifty dollar($50)surcharge will be accessed for any returned checks. If GarageFloorCoatingofMN.com has not received payment in full after job is complete,a late payment charge of 10%monthly is applied when payment has not been received by the company within 30 days of completion. CANCELLATION TERMS:Once a Job has been accepted and a deposit has been paid,any cancelled jobs will be subject to 20%administrative/restocking fee and will be deducted from down payment refund. CONTRACTOR'S NOTICE TO OWNER: (a) Any person or company supplying labor or materials for this Improvement to your property may file a lien against your property if that person or company is not paid for the contributions. (b) Under Minnesota law,you have the right to pay persons who supplied labor or materials for this improvement directly and deduct this amount due from us until 120 day after completion of the improvement unless we give you a lien waiver signed by persons who supplied any labor or material from the improvement and who gave you timely notice. By signing this contract,I agree to,and understand the conditions and acceptance described on this contract,warranty&information forms. GFC INDUSTRIAL REP SIGNATURE DATE CUSTOMER SIGNATURE DATE FULLY INSURED PRICE VALID THROUGH 12/22/2015 City of Farmington-1 5100 US Hwy 169 N New Hope,MN 55428 GARAGE FLOOR , Phone: 763-559-8732 Fag: 763-559-8070 Email:info @gfcmn.com 1 Coating of MN.com www.GarageFloorCoatingotMN.com PLEASE SIGN DOCUMENT AT BOTTOM AND INITIAL NEXT TO EACH LINE ITEM WITH AN ARROW Disclosure Agreement In order to ensure that your coating experience is a pleasurable one,we would like you to be informed about some items. ,Access to Garage: Homeowner is responsible to provide GFC access to garage or area to be coated MON-FRI(access code,open door,keys,door opener,etc). Homeowner is not required to be present during coating process. Due to unforeseeable changes in crew schedule,making arrangements to be present is discouraged and is not an acceptable form of access. Removal of Items: Installers do not move or remove any items from the garage or area to be coated. It is the responsibility of the customer to have all items removed from the garage prior to installation. Floor Style,Color&Size: Customer has reviewed and approves square footage measurements,floor color,and style. Customer also understands that there may be slight variations in colors from the samples provided. Floor Texture: The finished texture of your floor may be rougher than the samples shown or our showroom floor. Samples do not have antislip on them. Finished floor will have antislip&more chip texture to prevent falling. Mats: Mats should not be applied to coating until 72-hour cure time has expired. Discoloration from use of non- approved mats can occur. Recoating these areas would be at the homeowner's expense. Water: Customer is responsible for providing an adequate water source.Installers have the homeowner's permission to use water. Customer understands that water may splash on baseboards,walls and cabinets. anti-Slip Aggregate_ If a customer chooses not to incorporate anti-slip aggregate additive,the floor may be extremely slippery when wet. Customer also understands that the coating may be slippery under certain conditions with or without aggregate additive. Floor will have a noticeable,somewhat rough,texture and will not be glass-like. Curing Time: Recommended cure time for summer projects(April-October):walk on the coating 24 hours after last clear coat has been applied.Park your vehicles or move heavy items back into the garage 48 hours after last clear coat has been applied. Recommended cure time for winter projects(November-March):walk on coating 48 hours after last clear coat has been applied and park or move heavy items into garage 72 hours after last clear coat has been applied. Please refer to specific instructions provided for your project at the time of completion. Large/Heavy Items: When moving in large appliances or other heavy items,never be drag them across the floor. The use of a dolly or hand truck is recommended to prevent damage to the coating. Dust: During the preparation process it may be necessary to grind or sand the floor,which may create considerable dust. It is the responsibility of the customer to ensure that any dust sensitive items are removed from the area or covered with plastic. Odors:_In order to provide the highest quality coating,we may use materials that contain high odor content.These materials emit odors that may cause temporary discomfort. GFC makes every effort to minimize the odors from entering the property. If you have any questions,please contact our office. Health Issues: By signing this form,you have indicated you have no health issues related to respiratory or sensitivity to smell. GFC is not responsible for any discomfort that may occur during the process or after. If any health issues exist,it is the homeowner's responsibility to make GFC aware before the project starts. A signed health waiver may be needed to proceed. Damages/Reimbursements: GFC will not issue any reimbursements without prior arrangements. Gas Water Heaters: GFC may use leaf blowers in the cleaning/drying process. While every precaution is taken, it is possible that the blower may extinguish the pilot light. On newer water heaters,the vapor sensor may trigger your heater to shut off. GFC does not cover any charges that may result from water heater shutting down. Water Softener: GFC will coat around the water softener unless homeowner has the softener removed. Garage Cabinets: GFC will not be responsible for pre-existing damages to cabinets. Plastic Protection&Caution Tape: To protect your new floor from early use,inclement weather,unwanted animals or debris,we will leave plastic up upon completion of your project. Please feel free to remove after your full cure time has expired&discard. I have read and understand the above information: Signature: Date: City of Farmington-1 5100 US Hwy 169 N New Hope,MN 55428 GARAGE FLOOR 1 Phone: 763-559-8732 Fax: 763-559-8070 Email: info @sfcmn.com Coating of MN.com www.GarageFloorCoatingofMN.com Non-Transferrable Limited Coating Warranty (Warranty does not cover concrete failure below coating) 1. Garage Floor Coating of MN.com guarantees against any surface delamination(peeling)due to product failure PLATINUM SYSTEM:LIFETIME, DIAMOND SYSTEM:20 YEARS, GOLD SYSTEM:10 YEARS, SILVER SYSTEM:5 YEARS. 2. Existing Coating: If Garage Floor Coating of MN.com coats over an existing coating without an attempt to grind existing coating off,no warranty will be provided as we cannot guarantee the bond of the existing coating to the concrete. 3. Customer Negligence: (Non-warranty:Requires Repair Fee) a. Garage Floor Coating of MN.com does not guarantee coating against damages caused by customer negligence or abuse. b. Garage Floor Coating of MN.com does not guarantee against staining caused by hot tires,grease,oil,gasoline,transmission fluid, battery acid,or other chemical spills. These will cause coating to dull in areas where spill/exposure occurs. c. Garage Floor Coating of MN.com does not guarantee against discoloration/dullness due to improper care which includes but is not limited to lack of cleaning,heavy use,harsh chemical cleaning,or cleaning with abrasive materials and/or chemicals,or the use of scrubbing/buffing machines. Regular cleaning with vinegar&water is required to ensure life of floor. d. Garage Floor Coating of MN.com does not guarantee against scratches due to negligence.Clear Coat is scratch and impact resistant Clear coat will,however,scratch and/or chip if heavy or sharp objects are dropped onto or slid/dragged across floor. e. Rust Stains: Metal items need to have protection between the floor coating and the metal item to ensure against staining. f. Mats: Breathable Mats are the only approved mats to use with coating. Non-breathable mats will cause discoloration in coating which is not a warranty item. After install,customer must wait 72 hours before applying mats over coating. 4. Concrete Failure:(Non-warranty. Requires Repair Fee) a. Cracks:Garage Floor Coating of MN.com does not guarantee against cracking/recracking of coating caused by concrete heaving, shifting,popping,settling,or ground movement Areas can be repaired for an additional charge. b. Aggregate Pops: Garage Floor Coating of MN.com does not guarantee that aggregate pops will not occur. A coating cannot prevent aggregate pops. If aggregate pops occur or concrete fails under coating,area can be repaired for a fee. c. Moisture: Moisture intrusion,hydrostatic pressure,or other moisture related issues are not warrantied,however can be repaired for an additional charge. d. Rust Stains: Garage Floor Coating of MN.com does not warranty against rust stains that appear from concrete substrate beneath the coating. This is a result of a rusting substance in the concrete such as rebar and cannot be prevented by a coating. e. Any exposed edges-such as where driveway and coating meet-are not under warranty. These areas are subject to extreme conditions such as harsh weather conditions&constant tire impact 5. Waterproofing/Pooling:(Non-warranty) a. SpanCrete: While application of our system greatly increases protection from water&moisture intrusion,it is not intended to be a waterproofing solution. Shifting and movement of the SpanCrete may occur. Garage Floor Coating of MN.com does not guarantee against water leakage/intrusion to areas below Span Crete or to the actual surface coated b. Low Spots/Pooling/Drainage: While every attempt to fill low areas will be made,pooling may still occur. Our coating system is not designed/sold as a concrete leveling system. Excess water will collect on the surface of your floor as there is no longer a porous surface(raw concrete)for water to drain. The coating will not redirect drainage of water,but will protect the concrete from its absorption and consequent deterioration. 6. Appearance: a. Concrete Cracks: Every attempt will be made to disguise cracks in the concrete slab;however,Garage Floor Coating of MN.com does not guarantee that these cracks will no longer be visible or recrack b. Expansion Joints: Expansion joints and saw cuts will be filled but may still be visible after final clear coat Expansion joints are seams designed to move and shift with the concrete. Each joint is filled with a flexible polymer filler designed to move and shift along with the concrete. However,in cases of shifting,the coating may crack as it is being stressed by the moving concrete. This is normal and maybe expected. c. Damaged Floors: This coating is only cosmetic in nature. While every attempt will be made to conceal existing damage,some flaws/imperfections may be seen after the final coat d. Stem Walls: Coated stem wall appearance may vary from floor finish;however,every attempt will be made toward uniformity e. Finish Texture: Due to the uneven nature and variation in the coarseness of concrete at the outset,the final finish and/or texture may vary upon completion. Final coating may also vary from sample provided or showroom floor. 6. Non-warranty Repairs: a. Fees: Non-warranty repairs can be made at a fee. Repair fee is$150 for the first hour and$50/half hour after first hour. b. Touchups/repairs: Although Garage Floor Coating of MN.com will make every attempt to blend the repair work,variation in the Il1ITIAL coating and/or chip colors may be noticeable. 7. Extended Service Plans for Non-warranty Items Listed Above(Acknowledgement Required. Select one): 10-Year Extended Warranty($1500.00)-Due at time of Install($150.00/year) 5-Year Extended Warranty($900.00)-Due at time of Install($180.00/year) I understand my Limited Warranty offer and decline any extended warranty to cover non-warranty items. By signing this contract,I understand,agree to and accept all conditions of the warranty as stated: Signature: Date: City of Farmington-1 5100 US Hwy 169 N New Hope,MN 55428 GARAGE FLOOR , Phone: 763-559-8732 Fag: 763-559-8070 Email: info @efcmn.com Coating of MN.com www.GarageFloorCoatingofMN.com ANTI-SLIP SELECTION Customer Name: City of Farmington Project Address: 19695 Municipal Dr City, State, Zip: Farmington, Mn My anti-slip selection is (check one): You may select more than one type of antislip. Example:Standard on Garage and Coarse on Step. In this instance,select both antislip types and enter instructions in comments otherwise enter NA. STANDARD: COARSE: EXTRA COARSE: Comments: Customer Signature: Date: My signature indicates that I have seen, felt, and confirmed the texture level of the anti-slip and I take full responsibility for chosen texture. Any changes after the work has been performed would be at the owner's expense. NETWORK -FLOORS—ANTISLIP SIGNOFF FORMS—ANTI SLIP CUSTOMER SIGNOFF City of Farmington-1 -a a) 4-, U a) 4-, 0 L a > V) > > Z > y O_ Y vi 0 cc dig t cc 88A.s a 3 O u s u wI�{ g tie i -c I I I I I U II v i E u as_ u IIII L!J N N U f� o) (/') E o� L E f° O C CO N L) a, }, > u 4-, w v LI ,�'eLL > 0 4-' U ro ti CO Q O > U O C L a > � ' a > v • o a) r' c �a U �. U • -0 U ^' C u •°_ r, O cu Q L L 1• .I■1 0 OJ - - O I ` u > Ou > O ? a) Ch O 1.:. N m = d L L O s_ }A O = 7 0 O N +� O o 4O O v CO O a) .• C `w) 1Oo 'n O +, = 2 N 4 S6. u VI _ cc a) co L a� 0 ra L cc N O L) W U .� ' 0 U 0 O O (, d N ,--I •W a) d N LL N CL Co a E Q OT a, •• •• •• +, ate,, • • • L7 a. n N --I m J N > > 4-' C CO v C i i [ l i h u N N L V d hi `+ Aa Lc- o a) U V O T U • Z E ., > L • C1 (n L L O Q N U (O C Y O co 4O v N L Y A/ C vv) a) U O Co h y sZ a-+ u 1Q L Co v O_ u a) 0O N 0 +Q+ a) O a � C , ou u _ 0 ° d L N U- c-I d L L d / 03 fl (a Q ■•- +v' • • •—CCS T • • • '/� rj Q v V/ V1 N 6 N •V) C ti o z • a 3 � � _ m }J U V U 515 i 0 I— gsi II II C 0 0 W 5 CI) a (0 L t v) v o -- Z ° U t I H j U t O v . i a N y� 4 T cc N T N U nz E • v L a) C N c/) U Ni N O a ro u c6 v C > a U Q p Q 8 L °; • • `. CO ci 0 _ $ N t Q v p N H O p 5 p t 8 Av F v N rig W W C co N N cc V$1go 0 m 5 (6 V U R U U 4\i, N I I I I I I , , '1, \ k'' a V N v.) 0 c -O 0 U _ +' -0 N Y eT� U U t I , . 0 >. 0 C) w w -O -O O Z- - • c c C v +� OO c u g:t U U• d) a a° J E t y p O d T co u O O U V m a E• o 3 3 ifiri 0 o 0 0 •3 i a f- 0 0 O N Q _0 _• 0 U U �_ @ U O OS N O +-' ZS U T T N O1 u — U O • v - v a E p- E a. a v • • • a • v • • • • •... •— l J LA J = 4 SHOPPING FOR A NEW GARAGE FLOOR COATING? ••.to ask HERE ARE every company ImpoRTANT dug estimatinrinthe g QUESTIONS process Q What brand of coatings do you use? Your contractor should be willing to give you the supplier's name and telephone number for all products they recommend. You have a right to know what products will be used in your home. All of our authorized dealers and franchisees use our proprietary, green industrial coating polymers in every coating system applied. Please visit our website at www.eco-corflex.com. Q May I please have the technical data sheets for the products you use? A"technical data sheet" is an industry-required document that describes the characteristics of the product. Beware of any firm that will not willingly give you this document when asked. As a homeowner,you are entitled to have the technical data on any product used in your home. The product technical datasheets and material safety sheets are available on our website: http://www.eco-corflex.com/data-sheets/ Q Are you certified with the coating supplier to apply these coatings? May I please see your training certificate? For a quality floor finish, professional-grade products are essential. Proper application of these compounds requires technicians who are trained in surface preparation, application, and finishing techniques. If they say they are certified,ask to see the certifications as evidence of their training for specific products. All of our authorized dealers and franchisees are certified and trained according to ISO 9001:2008 standards and attend annual training sessions. Q What is the level of volatile organic compounds (voce) in the products you use? Today's premium coatings are environmentally friendly. Unfortunately, many companies still use older products that have hazardous levels of VOCs. Make sure the company you choose uses products that have been rated as "Zero" or"Low VOCs" by an approved ASTM International test method. If the company does not know the VOC level,you can find this information on the product technical data sheet or by calling the supplier. All products used by our authorized dealers and franchisees are rated Zero or Low VOCs. Q Is the company that supplies your coatings an EPA lead safe certified firm? Yes or No. If yes, ask to see the certification. Eco-CorFlex Industrial Polymers is an EPA Lead Safe Certified firm. EC *. CorFiex = is0 F BBB Molecular Industrial Polymers 9001 2008 ,� '° °FR�F��' A«REO„Ep 1 0 to ask every company during the estimating process Q Can you do a one-day process? The correct answer to this question is: "It depends." You want to avoid companies that automatically guarantee a one-day process before testing your concrete for moisture. The moisture content of a concrete slab can vary widely from home to home, even in dry climates like Arizona. There are many products on the market that allow for one-day installations, but when the moisture content is above 1% on a Tramex MVT meter, applying these products can lead to blistering and bubbling of the finished surface. Our authorized dealers and franchisees test all surfaces first. Based on your concrete conditions,they then select a floor finishing solution that best fits your needs to ensure a long lasting finish. Q How do you test for moisture on the subfloor? What, specifically, is the brand of the moisture meter that you use? First, make sure your contractor tests for moisture! If they do not as part of their process, find someone else. Next, ask "What brand of moisture meter do you use?" Make sure the contractor uses only a Tramex brand moisture meter. This device is the tool recommended for accuracy by the National Society for Protective Coatings. Moisture meters purchased at a big-box home improvement store will not yield accurate results. All of our authorized dealers and franchisees use proper Tramex moisture meter equipment. Q Do you offer a polyurethane topcoat? This question will let you know if the firm you are interviewing knows floor coating products. Polyurethane should not be used as a topcoat in a garage—ever. Hot tires, brake fluid, and motor oil can all permanently stain a polyurethane topcoat. Moreover, polyurethane is flammable and should never be applied as a topcoat near gas heating elements. Our authorized dealers and franchisees do NOT use polyurethane topcoats in ANY garage. Q How do you handle existing cracks in the concrete? There are two types of concrete, concrete that is cracked and concrete that is going to crack. Due to cracked concrete's potential for shifting,you should avoid technicians who say their product can simply be applied in the cracks to fill. Instead, look for firms that use an elastomeric substance to provide a flexible surface on which to apply the floor coating.Without elastomeric crack treatments,you are setting yourself up for continued cosmetic issues(and more payments) in the future. All of our authorized dealers and franchisees are trained in proper surface treatment and crack repair. Q What is your warranty? Finally, make sure you compare warranties with all companies you interview to finish your garage floor. You want to enjoy the results for many years to come! Our authorized dealers and franchisees all offer competitive, comprehensive warranties for your peace of mind. EC : CorFlex Molecular Industrial Polymers C CI arr.) Resurfacing 1409 159th Ave. NE • Ham Lake, MN 55304 Office: 763-434-9237 www.swedebro.com Fax: 763-434-8999 Customer: City of Farmington Date: 10/20/15 19695 Municipal Drive Farmington, MN 55024 RE: Floor Coatings for Fire Station #2 Description: Epoxy/Polyurethane Floor Coatings - Mechanically Steel Shot-blast and/or diamond grind to profile and prepare concrete floor. - Fill all cracks, defects and divots in concrete. Apply epoxy primer. - Apply GP3745 100% solids chemical resistant epoxy with a partial broadcast of 2-3 colors of Torginol vinyl chips for accent and with broadcast silica sand for non-slip. - Apply top coat of GP4638 polyurethane enamel. Sub-Total: $17,580.00 Owner to provide dumpster use. Floor must be swept clean from debris prior to our arrival. Project will take 4 days to complete and requires EXCLUSIVE ACCESS. Foot &light traffic may resume after 24 hours. Big rigs and truck after 72 hours. Option Apply approximately 250 linear feet (including"tick marks") of integral epoxy striping TBD. Add; $1,176.00 Cement, acid and stain colors cannot be precise; therefore finished color and texture will vary from Total Price $ any color charts or samples shown. All existing expansion joints may be re-cut;cracks in base Deposit for Materials Required $ substrata may reoccur. Bids and prices are valid for 60 days BALANCE DUE $ Contract subject to terms/conditions listed. Unpaid balances after 60 days of completion may be sent to collections. Unpaid balances are assessed a 1.5%(18%APR)fmance charge per month after 30 days. A mechanic's lien may be filed on any unpaid balances after 60 days. Buyer's Signature Date THIS CONTRACT SUBJECT TO THE TERMS AND CONDITIONS LISTED BELOW 1. The terms set forth in this agreement are intended as the complete and exclusive statement of the contract and may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement. Only a memorandum signed by both parties and their authorized agent may amend this contract. Any changes to this contract may subject Buyer to additional charges. 2. Seller will complete work as expediently as possible once started and begin work within terms agreed to. Seller is not responsible for delays beyond his control. 3. This agreement is the actual order of the items listed above and it is understood that all items are custom made and all work is custom. Deposit is non-refundable. In case of sale of home or business, contract may be terminated upon payment to Seller of a sum equal to one third of the remaining balance. 4. Buyer agrees to and has read the Chemical Stain Disclaimer form(if necessary),and Expectation form. 5. Balance of money is due upon completion of work. If claim for payment is placed in the hands of an attorney for collection,Buyer agrees to pay Seller a reasonable attorney's fee fixed by the court. 6. Except as provided in writing, Seller does not warrant the goods covered by this agreement and no other warranty expressed or implied is made by Seller. Seller is also not responsible for slip resistance chosen by the Buyer. If Buyer desires to change slip resistance,additional charges will apply. 7. Warranty is void with regard to any part or parts subject to abuse, neglect, or accidental causes including but not limited to:fire,flood,acts of God,and war. 8. Seller is not responsible for sub-surfaces such as concrete during the installation due to the fact the prior conditions of the surfaces cannot be determined. Any problems that occur due to these sub-surfaces can not be warranted. This includes moisture transmission and hydrostatic pressure in concrete.Any defects in sub-surface will not be addressed unless listed above. 9. Seller will make every reasonable effort, in advance, to protect landscaping, walls and all adjacent areas and items from damage; however, Seller cannot warranty these areas against possible damage. It is the responsibility of the Buyer to protect these areas. Pools must be drained during installation. 10. Seller will not assume responsibility of damage caused by non-recommended maintenance procedures. It is agreed that Seller shall not be liable for any defect or damage resulting from installations requested by Buyer that depart from accepted installation methods. If an unauthorized person services the surface, any warranty is automatically voided and Seller assumes no liability or responsibility for damage. 11. In cases where buyer does not own the home or business to which Seller is installing surface, buyer represents that he has permission of owner to install surface and is fully responsible for completion of contract. Condominium owners, homeowners, and business owners responsible to associations or boards represent that they have or will obtain any necessary approvals. 12. Buyer grants Seller permission to photograph the installation and installation site and use such photographs in future sales presentations and advertising. 13. During the project, Seller may substitute better quality and/or more expensive products and/or processes with or without the verbal or written approval of the Buyer. 14. Buyer must notify Seller a minimum of 48 hours (not including weekends)prior to the scheduled start day of any delays or postponement. If Seller is not notified at least 48 hours in advance,additional charges will be added. 15. Any person or company supplying labor or materials for this improvement to your property may file a lien against your property if that person or company is not paid for the contributions. Under Minnesota law, you have the right to pay persons who supplied labor or materials for this improvement directly and deduct this amount from our contract price, or withhold the amounts due them from us until 120 days after completion of the improvement unless we give you a lien waiver signed by persons who supplied any labor or material for the improvement and who gave you timely notice. oRRA* City of Farmington 430 Third Street Farmington,Minnesota 'ra 651.280.6800 -Fax 651.280.6899 •4„tC0°° www ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Tony Wippler,Planning Manager SUBJECT: Application to Amend Comprehensive Plan from Public/Semi Public to High Density Residential and Rezone property from R-1 (Low Density Residential)to R-5(High Density Residential)-Trident Development, LLC DATE: November 16,2015 INTRODUCTION Trident Development, LLC has submitted an application to amend the City's 2030 Comprehensive Plan from Public/Semi Public to High Density Residential and rezone property from R-1 (Low Density Residential)to R-5(High Density Residential). The subject property is generally located south of Ash Street(CR 74)and west of Denmark Avenue(CR 31)and is adjacent to St. Michael's Church. St. Michael's Church currently owns the subject property. Please see the location map attached as Exhibit A. DISCUSSION History of Property The subject property was platted as part of the St. Michael's Addition in October 1998. The property is legally described as Outlot E, St. Michael's Addition and is 4.42 acres in size. An outlot by definition is a lot remnant or parcel of land left over after platting,which is intended as open space or other use, for which no building permit shall be issued. The property will have to be final platted into a lot and block prior to any development taking place on site. Surrounding Development Adjacent parcels to the north and east are zoned R-1 (Low Density Residential)and consists of the St. Michael's Church Campus. Adjacent properties to the south are zoned R-3 (Medium Density Residential) and consist of vacant farmland. Denmark Avenue(CR 31)is adjacent to the west. Dakota Electric is also located to the east of this property. Intended Use The applicant,Trident Development,LLC, is currently in negotiations with St. Michael's Church for purchasing this property in order to construct a three-story, assisted living apartment building. The apartment building would consist of approximately 70 units with a gross density of 15.84 units per acre. The R-5 zone allows for a density of 12 units per acre.or greater. Please note the following attachments: Exhibit B: Letter of Request from Trident Development,LLC; Exhibit C: Petition for Rezoning Application; Exhibit D: Petition for Comprehensive Plan Amendment; Exhibit E: Comprehensive Plan Map; Exhibit F: Concept Site Plan; Exhibit H;ALTA Survey of subject property An official site plan will need to be applied for and subsequently reviewed by the city at a later date. Planning Commission Review The Planning Commission held a public hearing on November 10,2015 and took public testimony on the proposed Comprehensive Plan Amendment and Rezoning. The Commission recommended approval of the proposed Comprehensive Plan Amendment and Rezoning with a vote of 4-0. BUDGET IMPACT NA ACTION REQUESTED 1. Approve the attached Resolution granting a Comprehensive Plan Amendment from Public/Semi Public to High Density Residential. 2. Adopt the attached Ordinance rezoning the subject property from R-1 (Low Density Residential)to R-5(High Density Residential). ATTACHMENTS: Type Description o Backup Material Exhibit A-Location Map • Backup Material Exhibit B-Letter of Request © Backup Material Exhibit C -Petition for Rezoning © Backup Material Exhibit D-Petition for Comprehensive Plan Amendment D Backup Material Exhibit E-Comp Plan Map D Backup Material Exhibit F-Concept Elevation D Backup Material Exhbit G-Concept Site Plan O Backup Material Exhibit H-ALTA Survey O Resolution Resolution for Comp Plan Amendment D Ordinance Ordinance for Rezone Trident Comprehensive Plan Amendment y:1-44 g{4 .+. �,i/',. ,• as M ;".a ..11,4,_; '" .,e I. _ ":4 ' ,` ■ T , ire HICKORY CT 1�� a� WESTDELRD ►i ;' • .d .d 220TH;ST,kWP .` 4 x,£a a x f y'- 1 d'7 1' I ` �t �" .f .! b •t' 1 .^41 '�° ' y �' z ur* r It �txj ` der 3 s3' 4010, 4 .. �� f t' ;' • fir' ,e4rr 'K► ;� , �� fi ' " u_ a 1 .- ,¢I iii$ k it.C(_r i. fr �4e yY _ �, ..+r \��, .' y w Subject property !!! ` o . I, , a� r, ...--4,. I" cam. 1 ` 'a . • tf . A ". P i ` - ,�, : Requide from Public/Semv * `{j }} to High Density Residential ` : ;:; �_' '' r ij {' 'J .R, sp"' ~dam AY ■ dam. — `.-;-- A f i J•n - C.'; df•S'' ,r'" f d 1'' ` w ,...' .ter.`-" .. L._ 46 TRW E N SEP 2 8 2015 Development, LLC. 3601 18th Street South•Suite#103•St.Cloud,MN 56301 Phone:320.258.4438•Fax:320.252.3603 September 21,2015 Mr.Tony Wippler Planning Manager Farmington City Hall 430 Third Street Farmington,MN 55024 Re:Request for Comprehensive Plan Amendment/Re-Zoning Outlot E, St.Michael's Addition,Dakota County,MN PID: 14-65250-00-050 Dear Mr.Wippler, On behalf of Trident Development,LLC and The Church of St Michael,please consider this letter as our request/application for a Comprehensive Plan Amendment and re-zoning for the property referenced above. As you will note,our concept includes a three-story,assisted living apartment building containing approximately seventy(70)dwelling units. Assuming the land area is approximately 4.42 acres,our concept would result in a density of 15.84 units per acre,or 2,750 SF of land per unit. Primary access will be provided by a permanent driveway easement agreement with the St. Michael's Church property to the north. Our development plan will also involve the extension of water,sewer and other utilities to serve the site. The subject property is currently zoned R-1 and we understand it will need to be re-zoned to R-5 High Density to accommodate our intended use. Please let us know if you require any other materials to complete our application. Also please advise us of the schedule of meetings and/or approvals affecting the Comp Plan Amendment/Re-zoning process. Enclosed with this letter request please find a concept site plan sketch for our intended use,along with a preliminary survey map. We are also enclosing the following: 1. Signed Petition for Rezoning Application . 2. Rezoning application fee in the amount of$450.00 3. Signed Petition for Comprehensive Plan Amendment 4. Comp Plan Amendment application fee in the amount of$450.00 We respectfully request to have our application heard at the November 10,2015 Planning Commission meeting,unless you are able to add this to the October 13th PC agenda. Thank you for your consideration. We look forward to your reply. Sincerely, r.„--I(tt • cut Development,LLC Rog e .Fink Sr.Vice President Enclosures C: Scott O'Brien Carin Bzdok Michael Viola,Esq. City of Farmington tmee suer +�I 63i.211M00•Fax 651 30410 matatantauwas SEP 2 8 2015 PETITION FOR REZONING APPLICATION Applicant:�! t tl EArrlEt/E-LeaREAtiC ad Telephone:410,4sy•4f Fax: Ztt .2C.2• 360 Address 344[• /A ti S . se. 4N 5-kid/ Street City State Zip Code Owner THE {iu 1'lt of g"."MAIM Telephone:(_) Fax: ( ) • Mailing Address: hpm uegw 4w, Street City State Zip Code Premises Involved: Our s 4.. Ii I �! b . ti l .1_.1 • 110 J. . Address/Legal D 'ption(lot,block,plat name,section,township,range) Current Zoning R-1, Lew ( srry Rum Proposed Zoning R-5: ,I)ENf,T1 (EStO e I understand that a public hearing is required as well as a published notice of hearing,for which I hereby attach payment of the the in the amount of$ cis .Oo •which I u : further w'll be refunded if no meeting is scheduled. ]�Ltr► l]Pw�t/�- OAifar � Sigttatu(r�u�Date ik�� — \� For office use only Request Submitted to Planning staff on Public Hearing Set for. Advertised in Local Newspaper: Planning Commission Action: Approved Denied City Council Action(if necessary): Approved Denied Comments: Conditions Set Planning division: Date: stas In accordance with Title 10,Chapter 3.Section 12 of the City Code 1' . City of Farmington > ' ? o3n Third Seca 651. . SEP 2 8 2015 wwwsi tanningiaLmam PETITION FOR COMPREHENSIVE PLAN AMENDMENT I ' Applicant Bp )E✓EsseptteArc LIZ Telephone:110)aC'9.*in Fax: To) has&- YA,03 Address:l —/B i5 o S i_00S g. S7 ZY/ State �^ Zip Code • Owner:-PP CM vat Ft 0A ,?.4f,elfAL& Telephone:( ) Fax: ( ) 1 Mailing Address: "Rae) l 1$iAtU c A fe. I—AitAtin 6Tery 4Ai urs—d Street ,,//�� City State Zip Code , Premises Involved: (Jt I rLsT E1 . T 1Yl rce.,406 7 ANT701t 40(47 4 ( wNr Y Af/4/ Address/Legal Description(lot,block,plat name,section,township,range) Current Comprehensive Plan Designation: P ei_Le J_'pod t •A��t,F e posed Com�rch a tlon: ltir Lti'"I 4s. T�' ��, I understand that a public hearing is required as well as a published of h ,for whir I �attach hppayment of the fee in the amount of$ 4gb.ao ,which I understand further will be refunded if no 'rig is sc uled D.C6i4eititilLt lgnatiVi' of 1/LW7 Date For office use only Request Submitted to Planning staff on Public Hearing Set for Advertised in Local Newspaper: Planning Commission Action: Approved Denied City Council Action(if necessary): Approved Denied Comments: Conditions Set: Planning division: Date: sat In accordance with tale 10,Chapter 3,Section 12 of the City Code . Trident Development ____ _____ , _ . , Fi 1 1 I HICKORY,;CT \�W E S T D E L RD "---1 220TH°STEW`° a - - " - .,� ' Legend N . . ., W+E I_ MUSA Line s . . . \\ Ag Preserves -1 Agricultural Commercial > PID Industrial a re 14-65250-00-050 Mixed-Use (Commercial/Residential) w o Reguided from I Low Density(1.0-3.5 du/ac) Public/Semi-Public L , Low Medium (3.5-6.0 du/ac) to High Density Residential 1 Medium Density(6.0-12.0 du/ac) r- J High Density (12.0+ du/ac) r1 Public/Semi-Public Park/Open Space • Restricted Development ••• •• • ~_ L1 ROW (Right-of-Way) •• / •• 0 •• a Empire 0AA ••• j// Castle Rock OAA ( ••• •• Prepared for the Map current as of 0 100 200 300 Feet Farmington Community Development Department eet October 5, 2015. by the Dakota County Office of GIS. ,...„L . loNs 1 SZ? 2:6 A .,-.: ../. 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MICI-1,42.'3 ADDITION firri 13 B 8:1:1118:1::i ;r11;i11"r 111111 I 1 r I i !V!,i!ftf,PI I!1 r etgrl It ,...111i V II ;'. 1 1 1, I. a. fi i if I 11 i 11,1,1 1111 i f, i is 11 fi 3 i s.,,, 1 1. 11 ill: id, :Jo 1„.,,, , ,, ,,I1 1 iirls, 1 • !g b.!!!s,11111 .1. s. ,iim, 1 it if i liv t—, 9 L: 1 `'._' t il,, g , 111111;Jittiphiliffi r .1,1 ,.. -▪ 39--1-1 - 1 en i / lit 1 I s 1 il ri i I; ; 111 a:;I;I I !It I i t 1 if t7 0 r3 liv 1 III it i i i 1 vl II 1 1 1 till rill 1 ill Ili 1 'I 1 E ig I 0 .1.11e;f1 i eon a . I En it 0 0 . ° 1 111: 1 1 f; P rx1 St• Px- II : 1 1111 1 i I Ili ill i il il I a 1 ,I p i 11 `4' Z r4 r.• vifilit! lpi III f t I. „f t • g 1 al : !li ! —1 CO Egi \'''.gm{ I I a{ lap;* •• t ° V Z .-3 CM I§ I X i 1 1 I t if ' ,ii I i V a ...-3 m,... I • . s I 1 i.1 i I:: i I I! p cO2? cn K1 iiii 111111111111V 111 11 i II a i g .-3 la 0 9 VZ OD gli I 1111/J1111!111 ; I ! / 1 11111 I a 0 ; 1 111 EIS 11 .1 1 I : i % $ / III ! 4 F tri =a I ;I 1 i ;. 1 I I ! r 1 . 1 /la 1 Call it i 1 1 1 1 1 1 1 i • . it i I 1 I 8 0 I-. g. \oo:1' ';‘'+'Cs°4.4 i 1 1 eig It 1 TRIDENT DEvaLoppera.,Liz ALTA/ACSN LAND TITLE SURVEY 3601 18th St.South #103 St.Cloud,MN 56301 F OUTLOT E, ST.MICHAEL'S ADDITION ParmIngton,Nruteseta 0 mCariceciriOn DINVOIDMIZIerAL4MINDIMIDO•11VRINDINO 248 ApoPo Or,Suite 100,Lino Lakes,MN 55014 Phone:753-4894900 Fax:783-480-7959 RESOLUTION NO. R69-15 AMENDING THE 2030 COMPREHENSIVE PLAN FROM PUBLIC/SEMI PUBLIC TO HIGH DENSITY RESIDENTIAL FOR THE PROPERTY GENERALLY LOCATED SOUTH OF ASH STREET(CR 74)AND EAST OF DENMARK AVENUE (CR 31) ADJACENT TO ST. MICHAEL'S CHURCH AND LEGALLY DESCRIBED AS OUTLOT E,ST. MICHAEL'S ADDITION Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Farmington, Minnesota was held in the Council Chambers of said City on the 16th clay of November,2015 at 7:00 P.M. Members Present: Larson, Bartholomay, Bonar, Donnelly, Pitcher Members Absent: None Member Bartholomay introduced and Member Pitcher seconded the following: WHEREAS, Trident Development, LLC petitioned for a Comprehensive Land Use Amendment for the property generally located south of Ash Street (CR 74) and East of Denmark Avenue (CR 31) adjacent to St. Michael's church, depicted in the attached Exhibit A and legally described as Outlot E St. Michael's Addition. The said request proposes that the land use designation be changed from Public/Semi Public to High Density Residential; and WHEREAS, the Planning Commission held a public hearing on the 10th day of November 2015 after notice of the same was published in the official newspaper of the City and proper notice sent to surrounding property owners; and WHEREAS, the Planning Commission accepted public comments at the public hearing and recommended approval of the Comprehensive Plan Amendment for the property depicted in Exhibit A and legally described as Outlot E St. Michael's Addition changing the land use designation for said property from Public/ Semi Public to High Density Residential. NOW, THEREFORE, BE IT RESOLVED that the City Council of Farmington hereby amends the 2030 Comprehensive Plan for the property depicted in Exhibit A and legally described as Outlot E, St. Michael's Addition from Public / Semi Public to High Density Residential. The resolution adopted by recorded vote of the Farmington City Council in open session on the 16th day of November, 2015. Mayor Attest to the /eh day of November, 2015. City Administrator SEAL s CITY OF FARMINGTON DAKOTA COUNTY, MINNESOTA ORDINANCE NO. 015-709 An Ordinance Amending Title 10 of the Farmington City Code,the Farmington Zoning Ordinance,Rezoning the Property Generally Located South of Ash Street(CR 74) and East of Denmark Avenue (CR 31)Adjacent to St. Michael's Church and Legally Described as Outlot E, St. Michael's Addition THE CITY COUNICL OF THE CITY OF FARMINGTON HEREBY ORDAINS AS FOLLOWS: SECTION 1. Section 10-5-1 of the Farmington City Code is amended by rezoning the property depicted on the attached Exhibit A and legally described as Outlot E, St. Michael's Addition from R-1 (Low Density Residential)to R-5 (High Density Residential). SECTION 2. The Zoning Map of the City of Farmington, adopted under Section 10-5-1 of the Farmington City Code, shall be republished to show the aforesaid zoning. SECTION 3. This ordinance shall be effective immediately upon its passage. Adopted this 16th day of November,2015, by the City Council of the City of Farmington. CITY OF FARMINGTON Mayor ATTEST: ity Administrator SEAL Approved as to form the ptt''`fday of November, 2015. - qP• • Attorney Published in the Farmington Independent the de-4 day of ,2015. r•.;■ II QIE,,,- 1•..,„v- 0, ,:- Trident Comprehensive Plan Amendment •,." '- . ' '''''iii(.K(ilf'.,C.T ' ! 1 WESTDEL RD 7 - _ - ' --"- ,,, •-- „„..,, I.plti,„ 220TH ST W ,d21.‘ _.,..:____ „ . _ - , : . . . . • I . .. . 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'' ".., / 1 X., itittRit City of Farmington a 430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 k?.4MO ': wWw.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Adam Kienberger, Community Development Director SUBJECT: Dakota Broadband Board Joint Powers Agreement DATE: November 16, 2015 INTRODUCTION Staff is recommending the city council adopt a joint powers agreement (JPA) between Dakota County and major cities within Dakota County for the creation of and participation in the Dakota Broadband Board. DISCUSSION Earlier this year city council received an update on the Dakota County broadband initiative from Craig Ebeling (consultant to the Dakota County CDA) and Lisa Alfson (CDA Director of Community and Economic Development). This initiative is the result of the Design Nine broadband study funded by Dakota County, CDA, and the cities within Dakota County. City staff has met several times over the past year to work through a governance structure and technical details associated with forming a JPA Board to manage and direct the efforts of a more robust and comprehensive fiber network interconnecting the communities within Dakota County. This will allow for more efficient use of the fiber infrastructure in which many communities have already invested. Efficiencies will be realized in both use of the infrastructure and costs associated with locating and maintaining fiber infrastructure. An analysis of the benefits of this type of network is attached. The Dakota County CDA is requesting cities adopt the attached JPA by the end of 2015 so as to not lose positive momentum this project has obtained. Adoption will allow for the formation of the Dakota Broadband Board and initiate the next level of engineering. A memo dated November 2, 2015 from Mr. Ebeling and Ms.Alfson is attached outlining this process. Farmington's initial membership fee for 2016 is $3,164 which is proposed to be funded by the EDA. Future fees will be determined within the first year of membership, and Farmington will reserve the right to withdraw from the Board per the JPA if they are not found to be acceptable. This initial fee gets us a seat at the table and allows for the further development of what is referred to as a "Systems Plan." Participating member fees can be found in Schedule A of the attached WA. If the city council approves this JPA, it is requested that the city council appoint one of its members to serve on the newly formed Board of Directors and a second to serve as an alternate. BUDGET IMPACT $3,164 funded by the EDA. ACTION REQUESTED Adopt the attached joint powers agreement establishing membership in the Dakota Broadband Board. ATTACHMENTS: Type Description D Contract Dakota Broadband Board WA ® Backup Material Dakota County CDA Broadband Update ® Backup Material Inet-Cnet Anaylsis • SLS Draft: 10/30/15 JOINT POWERS AGREEMENT DAKOTA BROADBAND BOARD Dated as of December 31,2015 • Table of Contents 1. Statement of Purpose and Powers to be Exercised • 1 2. Manner of Exercising Powers;Creation of Dakota County Broadband Board 1 3.. Defined Terms 1 4. Participant 3 5. Board 5 6. Systems Plans 7 7. Acquisition of Interests in System Components 8 8. Ownership of System Components 8 9. Expansion of Systems 9 10. Operating and Maintenance Cost Sharing 9 11. Financing Backbone Completion Projects 10 12. Revenue Generation 10 13. Establishment of a Relocation Pool;Submission of Capital Plans 11 14. Default;Remedies 11 15. Limitation of Liablity;Indemnification 11 16. Termination of Board;Disposition of Assets 12 17. Amendments 12 THIS JOINT POWERS AGREEMENT (as amended from time to time, this "Agreement")is entered into as of December 31,2015, by and between the parties described on Schedule A attached hereto (the"Initial Participants"),pursuant to Minnesota Statutes, Section 471.59. 1. Statement of Purpose and Powers to be Exercised. The purpose of this Agreement is to provide for the joint exercise of the statutory powers common to the Participants (defined below), to establish, operate, maintain and improve the Systems (defined below) for use by the Participants and potentially other users; including,but not limited to, the power to enter into agreements necessary or convenient to the exercise of such powers; to establish fees and charges with respect thereto; to acquire, own and convey real or personal property;to issue bonds or obligations under any law under which the Participants may independently issue bonds or obligations,and use the proceeds of the bonds or obligations to carry out the purposes of the law under which the bonds or obligations are issued; and to take such other actions reasonably necessary to the establishment, operation, maintenance and improvement of the System (together with other powers described herein, the "Joint Powers"). Notwithstanding any other provision of this Agreement, the Board shall not have: any power of eminent domain; any taxing powers;any power to pledge the full faith or taxing power of any of the Participants for any purpose whatever; or to issue general obligation indebtedness of any Participant. 2. Manner of Exercising Powers; Creation of Dakota Broadband Board. The Joint Powers of the Participants will be exercised through a joint powers board,which is hereby created, to be designated the Dakota Broadband Board (the "Board"), having the powers and duties described herein.The Board is authorized to exercise the joint Powers on behalf of and in cooperation with the Participants as provided herein. 3. . Defined Terms. Capitalized terms used, but not otherwise defined, herein shall have the following meanings: "Administrative Funding Plan"means the plan to be developed and adopted by the Board pursuant to paragraph 5.E.ii hereof, identifying the process and cost of the preparation of the Systems Plans, and providing for the operation of the Board through the date on which the Systems Plans have been adopted and the deadline for Participants to withdraw pursuant to paragraph 6.D hereof has passed, generally consistent with the outline of elements and costs shown in Schedule B. • "Agreement"has the meaning given in the first paragraph of this agreement. "Backbone" the central portion of the network consisting of redundant optical fiber ring segments interconnecting diverse communications network elements (switches, routers, etc.), including connections at the colocation facility or facilities. Generally, the backbone capacity is greater than the networks connected to it. "Board"has the meaning given in section 2 of this Agreement. "C-Net"means the use of the System on any basis other than by the Participants for their governmental and institutional purposes "CDA" means the Dakota County Community Development Agency, and its successors and assigns. "I-Net" means the use of the System by the Participants for their governmental and institutional purposes. "Initial Participant"has the meaning given in the first paragraph of this Agreement. "Initial Participation Fee" means, as to Initial Participants, the non-refundable fees identified on Schedule A hereto next to their respective names, and for other Participants, initial fees determined by the Board as provided in Section 4.0 hereof. "Joint Powers"has the meaning given in paragraph 1 of this Agreement. "Operating and Maintenance Costs" means all expenses relating to the operation and maintenance of facilities owned by the Board or used in connection with the Systems, including but not limited to, labor, contracted services, energy costs, monitoring costs, system configuration cost, switch-related costs, relocation costs, break repair costs, marketing costs, insurance,taxes,fees or similar charges. "Participant" means the Initial Participants and each other qualified governmental unit satisfying the requirements of paragraph 4.B hereof to become a Participant, not including any Participant who has withdrawn from the Board pursuant to paragraph 4.E hereof. "Participation Fee" means an annual fee paid by each Participant as described in the Systems Plans or by-laws of the Board, which will include, but not be limited to, a fee (which shall be an equal amount for each Participant)in exchange for the.Participant's use of the I-Net. "IRU" or"Indefeasible Rights to Use" means agreements between a Participant and the • Board, on behalf itself and all other Participants, with respect to the use of System Components in which the Participant has an ownership or other legal interest. "Supermajority"means a vote of two-thirds of the members of the Board, counted as one vote per member or on the basis of Weighted Voting,when required. "Systems" means the telecommunication infrastructure necessary for the Participants to provide more robust broadband, I-Net and C-Net services within Dakota County, including, without limitation, fiber optic cables, hand holes, switches and routers and other network elements. "Systems Components" means the various necessary or convenient elements of the Systems, including, without limitation, fiber optic cables, hand holes, switches and routers, together with contract rights and agreements necessary or convenient in connection with the operation,maintenance,development and use of such components. 2 MLNNESOTA/2003654.0005/12420934.6 "Systems Plans"means a plan or plans defining both the physical aspects of the Systems and the methods for funding or financing the costs associated with the operation, maintenance, and development of the Systems, to be developed consistent with the requirements of paragraph 6 of this Agreement. "Weighted Voting" means a vote of the Board in which each member's vote will be weighted on the basis to be set forth in the Systems Plans, provided, however, that if any one member would have a weighted vote which, by itself,would determine the outcome of any vote, then its weighted vote will be capped as provided in the Systems Plans. "Withdrawing Participant" means a Participant that has given notice of its intent to withdraw from the Board pursuant to Paragraph 4,prior to the effective date of such withdrawal. 4. Participant. A. General. Every Participant shall be a county, city,town, school district, or other unit of government whose jurisdiction is within Dakota County, and who has the authority to exercise the Joint Powers under Minnesota Statutes. • B. Initial Participants; Initial.Participation Fee. The Initial Participants • shall have the rights and obligations of Participants hereunder upon execution and delivery of this Agreement and payment, on or before December 31, 2015, to a fiscal agent appointed for the Board of its respective non-refundable Initial Participation Fee. The aggregate of the Initial Participation Fees described on Schedule A is intended to be an amount sufficient to pay the certain costs identified on Schedule B attached hereto. Such fees have been allocated to the Initial Participants using the formula that was used for cost sharing for the initial Design Nine study. Accordingly, in addition to the fees paid by the Initial Participants, the CDA shall contribute $56,921.17 toward the cost of the Administrative Funding Plan and the Systems Plans. C. Additional Participants. In addition to the Initial Participants, any other entity described in subparagraph A above may become a Participant, subject to the prior approval of the Board,by: i. executing and delivering to the Board a counterpart signature page to this Agreement,indicating its acceptance of the terms and conditions hereof; ii. paying an Initial Participation Fee in an amount determined by the Board (which fee shall not be lower than Initial Participation Fees paid by comparably situated Initial Participants);and iii. satisfying such other conditions mandated by the Board at the time such entity seeks to become a Participant. D. Annual Participation Fees. The Board shall establish and collect, and the Participants shall pay, annual non-refundable Participation Fees, as further described in the Systems Plans. Withdrawing Participants shall continue to pay Participation Fees due and payable during any required notice provision under 4.D hereof. 3 MINNESOTA/2003654.0005/12420934.6 E. Withdrawal of Participants. i. Participants may withdraw from participation in the Board without incurring any financial obligations as provided in 6.D of this Agreement, following adoption by the Board of the Systems Plans. Withdrawal by any Participant after the period described in 6.D will be subject to the following provisions, as the same may be modified or amplified in the Systems Plans. ii. A Participant that has not provided any System Components may withdraw, effective immediately, by providing written notice to the Board. A Participant that has provided System Components may withdraw by providing not less than two years advance written notice provided to the Board, and by paying to the Board a"withdrawal payment" as follows. Such withdrawal payment shall be determined through a good faith negotiation between the Board and the Withdrawing Participant. The purpose of the withdrawal payment is to require a Withdrawing Participant to pay actual and direct expenses incurred by the Board or another Participant which are reasonably related to the Withdrawing Participant's withdrawal from the Board, including,without limitation, equipment relocation fees, leasing, and permit fees. If the Board and the Withdrawing Participant are unable to reach an agreement on the amount of the withdrawal payment, the disagreement shall be settled by binding arbitration administered by the American Arbitration Association, or in such other manner as is acceptable to the Board and the Withdrawing Participant. The amount of the withdrawal fee may be reduced to the extent the Withdrawing Participant and the Board enter into to agreements which extend the Board's right to use System Components of the Withdrawing Participant. The provisions of Section 7.A hereof regarding termination of IRUs will continue to apply to Withdrawing Participants for the duration of any IRU. iii. The withdrawal of a Participant will not, in and of itself, modify any agreements,IRUs or other contracts between the Withdrawing Participant and the Board or other Participants. In addition, each Participant who withdraws shall remain liable for all financial liabilities incurred during the period it was a Participant, but shall not be liable for any new financial liabilities incurred after following the date of the delivery of its notice of withdrawal. iv. Notwithstanding the two-year notice required for withdrawal under ii above, the Board and the Withdrawing Participant may negotiate a shorter notice period in exchange for an additional payment by the Withdrawing Participant, designed to satisfy ongoing financial obligations of the Participant to the Board. v. To the extent that IRUs granted by the Withdrawing Participant to the Board for System Components owned by the Withdrawing Participant continue beyond withdrawal, the obligations of the Withdrawing Participant to pay associated Operating and Maintenance Costs will survive such withdrawal. 4 MINNESOTA/2003654.0005/12420934.6 • 5. Board. A. Members. Each Participant shall be entitled to appoint two members of the governing body of the Participant as a member and an alternate member to the Board. The terms of each member and alternative member shall be as established in by-laws to be adopted by the Board, but in any event, shall terminate at such time as the member or alternate member ceases to be a member of the governing body of the applicable Participant.If the CDA elects not to become a Participant,it will have the right to appoint two members of its [staff or Board of Commissioners] as a non-voting liaison to the Board and an alternate. The Board may appoint standing and ad hoc committees including, without limitation, an operations committee, with the powers to be described in the Board's bylaws. B. Governance.As shall be further described in by-laws to be adopted by the Board: i. Actions of the Board will be taken by vote of the Board in which each member of the Board shall have, unless Weighted Voting is required, one, equal vote. Decisions will be made by a majority vote except where a Supermajority is required. ii. A Supermajority and Weighted Voting shall be required: to approve or revise the Systems Plan and the Systems Funding Plan; to approve periodic budgets, including required contributions to be made by each Participant in support of such budgets; and to approve the issuance of any bonds or obligations of the Board. C. Purposes. The Board shall: provide the structure for administrative and fiscal oversight of the System; set appropriate policies for the Board and the System; maximize the use of resources available to the various Participants for the benefit of the Systems;and establish and oversee any appropriate advisory committees. D. Powers.The Board shall have the general powers described in paragraph 1 of this Agreement,including,but not limited the powers to do the.following: i. To negotiate and enter into contracts, including contracts: for the • acquisition of real or personal property and equipment; for employment, professional services and consultants; with wholesalers, subscribers, users, or resellers that desire to utilize the Systems; ii. To acquire, construct, manage, maintain, or operate any interest in the Systems and any Systems Component; iii. To apply for and hold any required licenses or permits; iv. To sue and be sued; v. To apply for,receive and utilize grants and loans; • 5 MINNESOTA/2003654.0005/12420934.6 • vi. To accept donations; vii. To issue bonds or obligations as permitted by law, by vote of a Supermajority of the Board, using Weighted Voting, provided that such obligations shall not constitute an obligation of any individual Participant; viii. With the prior approval of a Participant who has the authority to impose, levy, collect or cause to be collected communication impact or development fees,to levy such fees in lieu of the Participant; ix. To promulgate, adopt, and enforce any rules and regulations, as may be necessary and proper to implement and effectuate the terms, provisions, and purposes of this Agreement. E. Additional Powers and Responsibilities. In addition to the foregoing, the Board shall have the following specific powers and responsibilities, as further described and developed in the Administrative Funding Plan and the Systems Plans: i. To approve contracts with commercial vendors regarding development, operation, marketing, public relations, maintenance and expansion of the Systems; ii. To approve an Administrative Funding Plan,which the Board shall endeavor to do not later than January 31, 2016, and to revise the same from time to time; iii. To approve the Systems Plans as soon as possible, with a goal of completing the same on or before June 15,2016, and to revise the same from time to time; iv. To adopt an annual budget for operation and maintenance of, and capital improvements to,the System; v. To develop policies regarding accounting, contracting and procurement,employment,operations and maintenance,asset replacement; vi. To adopt bylaws and other rules and regulations as necessary; vii. To establish fees for Participants and non-Participants to access and use the Systems in accordance with the duly adopted Systems Plan and Systems Funding Plan; viii. To acquire or lease real property as required for operations; ix. To discharge other duties consistent with the purposes of this Agreement and/or as required by statute. 6 MINNESOTA/2003654.0005/12420934.6 6. Systems Plans. The Systems Plans shall in general provide information sufficient for Participants to evaluate the System's capabilities and costs and its potential benefit to them. They shall provide for the ownership, operation, maintenance, . .improvement and use of the Systems and shall describe the methods of funding, and or financing,the Systems. A. Content.The Systems Plans shall address the following: i. The design, construction, operation, marketing, public relations, maintenance, expansion and lifecycle replacement costs of the Systems and Systems Components; ii. Identification of the specific Systems Components presently owned by the Participants that will become part of the consolidated Systems including any restrictions on the utilization of these Components; iii. The terms under which Systems Components presently owned by Participants will be available for use as part of the Systems; iv. A valuation for all Systems Components presently owned by Participants which will be available for use as part of the Systems; v. User fees for the Systems; vi. Identification of funding sources;and vii. Those further matters described in paragraphs 7 through 13 of this Agreement. B. Negotiation of Contracts. The Board, as part of the Systems Plan, shall negotiate but not execute contracts with vendors, Participants and others as necessary to fully evaluate developmental, marketing, public relations, operational and maintenance costs of the Systems. None of these contracts shall be finally approved for execution and delivery by the Board until the Systems Plans are approved by the Board and the Board makes a determination to implement the Systems Plans. C. Comment Period; Adoption. Following the preparation of the Systems Plans, the Board shall designate a period, of not fewer than 90 days, during which members of the Board and Participants may provide comments to the Board regarding the proposed Systems Plans. After the comment period has expired,the Board may adopt the Systems Plans as proposed or with revisions addressing comments received; reject the Systems Plans or postpone consideration. D. Withdrawal. Following adoption of the Systems Plans, the Board shall notify Participants of a date,not fewer than 60 days after the date of the notice,by which Participants may withdraw from participation in the Board without incurring any financial obligation beyond the payment of its initial Participation Fee. Participants who 7 NIINNESOTA/2003654.0005/12420934.6 wish to withdraw shall provide written notice to the Board within such period, and may withdraw effective immediately. 7. Acquisition of Interests in System Components. As will be further described in the Systems Plans, the Participants anticipate that the Board and other Participants will acquire interests in the use of Systems Components as follows. A. As part of the Systems Plan, the Board will identify Systems Components as to which Participants will grant to the Board and other Participants IRUs with qualifiers, each of which will have an initial term of 10 years, with two five-year renewals, which shall be automatic unless the Board affirmatively decides not to renew. In connection with, and as a part of the grant of, each [RU, the Participant will grant to the Board all rights necessary or convenient for the Board to operate the Systems within the geographic boundaries of the Participant. The preceding sentence is not intended to grant to the Board prior approval of any permits required to be obtained in connection with any System Components to be constructed by the Board, provided however that such permits will not unreasonably be withheld by any Participant. B. In connection with the grant by any Participant of an IRU to the Board for the benefit of the Participants as to any Systems Component, the Board will assume operating and maintenance costs and responsibilities with respect to such Systems Component. C. With the prior consent of the Board,Participants may terminate an IRU as to any Systems Component owned by it with not less than two year's prior written notice to the Board.The Board will consent to such termination unless the removal could render the backbone to be less than carrier class or violate any Board contracts.The Participants recognize that the two-year notice period is necessary and appropriate in order to permit the Board to make alternative provisions for the continuance of service. The Board may _ waive the two-year notice if it determines, in its sole discretion,that such termination will not adversely impact the Systems. 8. Ownership of System Components.As will be further described in the Systems Plans,the Participants expect ownership of System Components to be handled as follows. A. Each Participant would retain whatever ownership interests it has in Systems Components, subject to the interests it grants pursuant to IRUs or other contractual arrangements. B. The Board recognizes that Participants may have partial ownership interests in System Components, or may have granted to third parties certain interests in such assets,which may limit their ability to dedicate or grant IRUs in such Components. C. It is not anticipated that the Board will have underlying ownership of System Components, but if deemed appropriate by the Board, it may construct and own certain System Components. 8 MINNESOTA/2003654.0005/12420934.6 9. Expansion of Systems. As will be further described in the Systems Plans, the expansion of the Systems is expected to be handled as follows. A. Each Participant will continue to have the ability to undertake and finance . additional System Components to be owned by it, however each additional System Component shall be constructed consistent with standards established by the Board and shall require the prior review and approval of the Board, in order to ensure that the additions to the Systems will be undertaken in a coordinated manner. B. It is also anticipated that the Board may undertake and finance additional Systems Components on behalf of Participants, subjects to terms and conditions acceptable to the Board and such Participants. C. It is anticipated that Dakota County will expand the Backbone as necessary to provide I-Net access to Participants without adequate access to the Backbone. C-Net revenue associated with any such expansion by Dakota County will inure to the benefit of the County. D. The Board may provide tools for Participants to expand the Systems. The Board may also issue bonds or obligations as permitted by law to finance such expansions, with the approval of a Supermajority of the Board using Weighted Voting. The Board or Participants may also seek financing through the CDA, which will be within the complete discretion of the CDA to provide or not. 10. Operating and Maintenance Cost Sharing. As will be further described in the Systems Plans,the Participants anticipate that Operating and Maintenance Costs would be separated into their logical parts - for instance locate costs, fixed costs, monitoring costs, system configuration cost, switch-related costs, relocation costs, break repair costs, marketing costs, insurance, etc. Each cost category then would be shared by Participants pro-rata based on distribution parameters appropriate for each category. As an example, locate costs might be shared based on fiber-miles while marketing costs might be shared based on an economic development parameter such as acres of commercial industrial zoned land in the Participant's jurisdiction,with Dakota County sharing a fixed percentage. The Systems Plans will also include provisions describing the manner in which capital assets of the Systems will be replaced and the manner in which costs will be shared. Payment by Participants of their allocable share of Operating and Maintenance Costs will be in addition to the annual Participation Fee,although Participation Fees may be used by the Board to offset a portion of the Operating and Maintenance Costs, as provided in the Systems Plan. 9 MI NESOTA/2003654.0005/12420934.6 • 11. Financing Backbone Completion Projects. As will be further described in the Systems Plans, the Participants recognize that it is a high priority for Participants to complete the .`backbone" or "core ring" of the System to carrier class standards. The Participants anticipate that a.hierarchy of approaches will be used to fund any projects necessary to complete the backbone, and that such funding, and that such approaches may involve participation by for profit or nonprofit non-Participants.The anticipated priority of financing is as follows: A. First, Dakota County will seek financial assistance to construct the applicable System Components,in which case the Dakota County would take title to such System Components funded. B. Second, the Participant may finance or otherwise fund and construct the System Components on its own or in partnership with non-Participants and may retain sole ownership or may share ownership with any such non-Participants. C. Third, Dakota County may fmance or otherwise fund and construct the System Components on its own or in partnership with non-Participants, and may retain sole ownership or may share ownership with any such non-Participants. D. Last, in the event that no Participant determines to construct the necessary System Components on its own, the Board may finance and construct the System Components and may retain title thereto. To the extent that the Board constructs and owns any System Components pursuant to this alternative, any C-Net fees related to such System Components shall accrue to the Board. To the extent that debt service on any bond or obligation issued by the Board to construct any System Components exceeds available C-Net revenues, such bonds or obligations will be paid by the Participants in accordance with a plan to be approved by the Board using Weighted Voting. 12. Revenue Generation. As will be further described in the Systems Plans, the Participants expect charges for use of the System to be handled as follows. A. I-Net Usage and Charges. Each Participant may use the Systems to the extent available within its boundaries for its own I-Net purposes on an unlimited basis, in exchange for annual payment of its Participation Fee. Other than through the payment of the Participation Fee,it is not anticipated that the Board will charge Participants for I-Net usage of the Systems. B. C-Net Revenues. The Board will establish and collect charges for use by non-Participants of the C-Net, including different rates or charges for protected, versus unprotected, services. Revenues, or net revenues, attributable to such charges will be . applied pursuant to the Systems Plans, which are anticipated to provide for allocation of such revenues, or net revenues, to the Participant or Participants who own the Systems Components being used. C. Backbone Revenues. In connection with preparation of the Systems Plan, and from time to time thereafter, the Board will make an initial determination of the 10 MINNESOTA/2003654.0005/12420934.6 percentages of the Backbone owned by the respective Participants to facilitate distribution of the C-Net Revenues related to the use of the Backbone. 13. Establishment of a Relocation Pool; Submission of Capital Plans. A. As further described in the Systems Plans, the Participants intend that the Board establish, in connection with the first annual budget for the Board, a pool of funds which will be made available, on terms described in the Systems Plans, to pay Participants' costs associated with required relocation of any of their System Components. Participants for whom such costs are paid would be required to reimburse the pool, without interest, for costs paid from the pool within one year, provided that if repayment within one year is unduly burdensome, then with the prior approval of the Board, the Participant would be permitted to reimburse the pool, with interest at a rate determined by the Board over a longer period,not exceeding five years. B. In order to minimize the unexpected need to relocate facilities, each Participant shall submit its Capital Improvements Plans relating to any System Components to the Board for review and comment prior to adoption thereof. 14. Default; Remedies. Upon the occurrence of any default hereunder, the Board and each Participant shall have any and all remedies available to it at law or in equity. 15. Limitation of Liablity:Indemnification. A. Limitation of Liability.As provided in Minnesota Statutes, Section 471.59, Subd. la, no Participant shall be liable for the acts or omissions of another Participant participating in the Board, unless it has specifically agreed in writing to be responsible for the same.For purposes of determining total liability for damages, each Participant and the Board are considered a single governmental unit and the total liability for all of the Participants and the Board shall not exceed the limits on governmental liability for a single governmental unit as specified under Minnesota Statutes, Sections 466.04, Subd. 1, or as waived or extended by the Board or all Participants under Minnesota Statutes Sections 466.06; or 471.981. This provision does not protect a Participant or the Board from liability for its own independent acts or omissions not directly related to the exercise of the Joint Powers under this Agreement. None of the Board or any Participants shall have the power hereunder to do any act or thing the effect of which is to create a charge or lien against the property or revenues of the Board or another Participant, except as expressly provided in herein or in any of the documents authorized herein. B. Indemnification. Without limiting the foregoing subparagraph, to the extent of any liability insurance carried by the Board and available for such purpose,the Board shall defend, indemnify and hold harmless each Participant from any and all liability arising from or as a result of: (i) any accident, injury to or death of any person or loss or damage to property that may be directly or indirectly caused by the acts or omissions of the Board;(ii)any act of the Board in the observation or performance of any of its responsibilities, or any failure by the Board to perform any such responsibilities; and/or (iii) any actions or inactions of Participants taken as a result of their membership 11 MINNESOTA/2003654.0005/12420934.6 in the Board. The Board shall not be required to indemnify any Participant against any Losses that are caused by the negligence or misconduct of such Participant. The Board shall carry liability insurance in amounts carried by entities engaged in similar enterprises. 16. Termination of Board; Disposition of Assets. This Agreement may be terminated, and the Board dissolved, upon the vote a Supermajority of the Board, using Weighted Voting, and in connection with any such termination and dissolution, the Board shall adopt a plan providing for the orderly disposition of assets and unwinding of agreements of the Board. Such plan shall provide that following the disposition of any assets owned by the Board and the payment of all obligations of the Board, any amounts remaining shall be distributed to the Participants in proportion to the contributions made by the respective Participants in place at the time of dissolution. 17. Amendments.This Agreement may be amended, at any time and from time to time, by a Supermajority of the Board, using Weighted Voting. Notwithstanding the foregoing, no amendment shall adversely affect the security for any bonds or obligations issued by the Board and outstanding at the time of the amendment. • • • 12 MINNESOTA/2003654.0005/12420934.6 IN WITNESS WHEREOF,each of the Participants has caused this agreement to be executed on its behalf by its respective authorized officers,all as of the date first above written. DAKOTA COUNTY,MINNESOTA By Its [Additional Participant Signature Pages to be added.]• 13 MINNESOTA/2003654.0005/12420934.6 CITY OF FARMINGTON' BY Its .,'7--7 ,, • Schedule A Dakota County Broadband Initial Membership Fee Computations Concept One-third of costs borne by Dakota County Community Development Agency One-third of costs borne by Dakota County One-third of costs borne by cities of over 10,000 pro-rata on population Estimated Costs $ 148,490.00 Contingency 15% $ 22,273.50 Total Estimated Step 2 Cost $ 170,763.50 CDA Share $ 56,921.17 County Share $ 56,921.17 City Share $ 56,921.17 City cost distribution based on%of total 11 city population of population population Apple Valley 49,084 12.94% $ 7,365.17 Burnsville 60,306 15.90% $ 9,049.06 Eagan 64,206 16.93% $ 9,634.26 Farmington 21,086 5.56% $ 3,164.00 Hastings 22,172 5.84% $ 3,326.96 Inver Grove Heights 33,880 8.93% $ 5,083.77 Lakeville 55,954 14.75% $ 8,396.03 Mendota Heights 11,071 2.92% $ 1,661.23 Rosemount 21,874 5.77% $ 3,282.25 South St Paul 20,160 5.31% $ 3,025.06 • West St Paul 19,549 5.15% $ 2,933.37 Total Cities> • 10,000 379,342 100.00% $ 56,921.17 14 MINNESOTA/2003654.0005/12420934.6 SCHEDULE B Dakota County Broadband Joint Powers Board Administrative Funding Plan Elements with Estimated Costs Participants Paid by Step 1 Costs Others Meetings Support' $7,500 CDA estimate Legal Services' $10,000 CDA estimate Preparation of Administrative Funding Plana $1,700 CDA estimate Determination of Initial Participant Fees4 $850 CDA estimate Subtotal Step 1 - $20,050 Step 2 Meeting Supports $8,000 CDA estimate Legal Services' $8,000 Preparation of Systems Plan Inventory,Design,etc:$68,990 Elert 4/17/15 proposal,all options Balance of Systems Plan work:$15,000 $83,990 Design Nine-assumed split Preparation of Systems Funding Plan $51,500 Design Nine-assumed split Additional consulting costs $5,000 Estimate Contingency $22,274 Subtotal Step 2 $170,764 $8,000 Grand Total Step 1 and Step 2 $170,764 $28,050 Note 1-Assumes 3 months at$2,500/month Note 2-Assumes 50 hours at$200/hour Note 3-Assumes 20 hours at$85/hour Note 4-Assumes 10 hours at$85/hour Note 5-Assumes 4 months at$2,000/month Note 6-Assumes 40 hours at$200/hour-Prep of IRU's and other agreements and other consultation 15 MINNESOTA/2003654.0005/12420934.6 • • • Date: November 2,2015 To: City and County Managers From: Craig Ebeling and Lisa Alfson Subject: Joint Powers Agreement The Broadband Work Group met on Thursday,October 15,2015 to review the draft joint powers agreement prepared by Barbara Portwood,the attorney provided to us for that purpose by the Dakota County Community Development Agency(CDA). Based on that review changes were made although only a few were substantive. Ms. Portwood has incorporated those changes into the attached document.We believe that we are now ready for you to process the agreement with your elected officials to enable the formation of the entity. Our target is adoption by all members by December 31, 2015.We realize that this is a busy time for you with your budget and levy approvals taking time on your agendas. Adoption could be pushed into 2016. But we fear that we will lose momentum by setting the schedule back.We hope that the work sessions that we have attended with your officials will help in this endeavor.We offer a few thoughts as you process this with your attorneys and elected officials. 1. You and your staff people have worked very hard on this agreement.Attorney Portwood remarked that she was very impressed with the thoroughness of your work given the complex nature of this undertaking. Our point is that this concept and this agreement have been as thoroughly vetted as possible at this point in the process. 2. Because of the complexities involved,you have adopted the"agree-to-agree"approach. As you will recall following this concept,despite the large amount of work already done to fully understand how the Board will function,the agreement provides for still more detailed investigations to take place before a FINAL commitment needs to be made. 3. Following that line of reasoning,the"policy-risk"for entering into the joint powers agreement is quite small. If after the additional investigation is completed the arrangement just doesn't seem right for your agency,you would simply serve notice of your decision and no additional costs would be incurred. 4. Your work group has crafted the Initial Membership Fees to be very modest. (See attached Dakota Broadband Board—Initial Fee Computations).Of course this was made possible by the tentative decision of Dakota County and the CDA to bear the brunt of the cost.This was by design—the intent is to make the"cost-risk"so small that everyone can stay in the process for a very small investment.Indeed it would seem a bit imprudent to NOT be involved given the investment that is required. 5. Attorney Portwood advises that despite the good work already done,the additional investigative work of Step 2 may well point up the need for amendments.Our point here is that given this likelihood,the opportunity to weigh in on potential amendments later and the above described aspects of the process,extreme time-consuming scrutiny of the document at this point in time may not be as warranted as with other joint powers agreements. Wage 6. Having said all of that,if your attorney feels the need to discuss the form of the JPA,Ms. Portwood suggests that she convene either an in person meeting or a teleconference with member attorneys. Please advise us if your attorney feels the need for such a session. If there is a minor question not requiring a conference,Ms. Portwood's contact information is as follows: Ms. Barbara Portwood 150 South Fifth Street,Suite 2300 Minneapolis,MN 55402 barbara.portwood@'stinson.com Direct Dial 612.335.1594 7. As set forth in the JPA if your elected officials approve of the agreement,please advise the Dakota County Community Development Agency(CDA),to the attention of Lisa Alfson,Director of Community and Economic Development. (The CDA has agreed to continue their administrative support role until the Board is operational.) Payment of your Initial Membership Fees should also be sent to the CDA,checks payable to the Dakota Broadband Board. At this point the Initial Membership Fee is the known 2016 fiscal impact for your agency.Potential future fiscal impacts will be identified as a part of the Systems Plans preparation. 8. Similarly please advise the CDA of your designated Board representative so that our initial Board of Directors meeting can be organized. Attachments: Dakota Broadband Board-Joint Powers Agreement Wage I-Net and C-Net Benefits I-Net Benefits and Efficiencies An enhanced I-Net,managed by a cooperative agreement among the cities and the County(e.g.a JPA),would have substantial benefits.The new I-Net cooperative management entity would set a goal,over a period of several years,of delivering a minimum of one Gigabit fiber or multi-megabit broadband wireless to every government location in the county,with the ability to upgrade facilities on an as-needed basis to 10Gig and 100Gig circuits. ■ An umbrella management entity would reduce the cost of new fiber deployment opportunities and make it easier for the cities to use County fiber within local boundaries. New agreements and opportunities for inter-governmental network asset sharing could be executed more quickly and at less cost because the enhanced I-Net entity is empowered to negotiate and execute those agreements. ► One stop management and tracking of fiber and conduit assets will enable the County and the cities to make more efficient and more timely use of the I-Net network. The cities would be able to make better use of both existing County fiber and the substantial County fiber route extensions planned for the next several years. Cities,by being able to make use of the shared fiber facilities,should be able to reduce their own planned fiber capital expenditures while simultaneously reducing operating costs for connectivity between their own facilities. ■ The County is already working with MNDOT and the cities on shared fiber use to connect more traffic signals and intersections together,and the traffic control cameras now being used to manage traffic signals also typically have the ability to provide remote video feeds--potentially representing thousands of new I-Net circuits using enormous amounts of bandwidth. As more intersections are connected to fiber,more fiber will be needed throughout the County. It is worth noting that while there is an expense related to automated traffic signal management,the cost savings in terms of more efficient fuel use(less fuel burned waiting for traffic lights and/or in traffic backups)represents an indirect but substantial cost savings over time. Fiber-supported traffic management is a green energy initiative. ■ A county-wide shared network would further facilitate local government services resiliency and reliability by creating a series of redundant,self-healing fiber rings throughout the county. This highly resilient and redundant network would support critical city and county services like first responders,fire and rescue services,monitoring of water and sewer facilities,physical security of critical public infrastructure,and reduced use of energy in government facilities through improved monitoring and energy management. ■ Both the County and the cities could reduce the cost of fiber/conduit outside plant maintenance and repairs(e.g.emergency break fixes,routine repairs and replacement)if that responsibility was delegated to the JPA,which could then negotiate a single Outside Plant(OSP)maintenance contract for JPA members. ► A C-Net that would aid city-level economic development would be much more difficult to implement without a joint city/County collaboration on an enhanced I-Net network. The cities will find it very difficult to leverage County's very substantial investments in conduit and fiber without a comprehensive sharing and collaboration agreement in place for the I-Net. The I-Net is a necessary first step to provide economic development benefits of Gigabit fiber to the cities. Dakota County Broadband Study:I-Net and C-Net Analysis Page 1 of 2 C-Net Benefits and Economic Impact The goals of a C-Net would be as follows: ■ Leverage the already significant investments made by the County and some of the cities to the overall benefit of citizens,businesses,and institutions in the county. Make the most efficient and effective use of planned future conduit and fiber investments by the County to make the cities more attractive to relocating businesses ■ To reduce the cost of bandwidth and broadband services for local businesses and to help retain existing businesses and jobs. ■ Reduced costs for telecommunications for small businesses. While a main focus of discussion around a C-Net has been on large business needs,the county has thousands of smaller businesses that would benefit from a wider choice of telecom services with competitive pricing. ■ Give city and county economic developers a powerful tool,in the form of a high performance,affordable fiber network,to support economic development. Use the excess capacity of existing and planned I-Net infrastructure to create new revenue streams(on a cost plus basis)to help pay down capital costs already expended,fund additional network expansion,and over the long term,return some revenue to the general fund of the asset owners(i.e.the County and the cities that own the asset). A county-wide C-Net backbone with affordable wholesale pricing(i.e.open access)would make it easier to attract private investment for further expansion,particularly into residential neighborhoods. C-Net fiber passing by a residential neighborhood would make it less expensive for a private provider to develop a business case for the capital cost of constructing fiber to the home. Revenue generated from the monetization of spare capacity could be used to repay capital expenditures undertaken by the County and the cities. Revenue could also be allocated to directly support expansion, and over time,revenue could be returned to the General Fund of the infrastructure owners(e.g.the County or the cities). The most significant benefit of a C-Net leveraged on top of an enhanced I-Net would be the ability of any city or County economic developer to say to a business relocation prospect: "Come to Dakota County. We can give you whatever amount of bandwidth you need to run your business." With more than three hundred other communities in the U.S.already able to say this or in advanced planning to be able to make this claim,Dakota County needs to be able to retain existing businesses and to attract new ones. We have worked with two other communities in other parts of the country that initiated C-Nets because the largest employer called and said,"We're leaving if you don't reduce the cost of bandwidth and improve the level of service available." These businesses had the option of leaving precisely because other localities have already made the investment of planning,time,and capital to put business-ready C-Nets in place. Dakota County Broadband Study:I-Net and C-Net Analysis Page 2 of 2 40111i4� City of Farmington 430 Third Street Farmington,Minnesota 651.280.6800 -Fax 651.280.6899 www.cifarmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Robin Hanson,Finance Director SUBJECT: Farly Redemption of the Remaining Series 2005C Bonds DATE: November 16,2015 INTRODUCTION After the next scheduled payment on February 1, 2016,the 2005C bonds will have$1,385,000 in outstanding principal remaining. Beginning February 1, 2016, the bonds are optionally redeemable, in whole or in part, at par,plus accrued interest. The remaining interest rates range from 3.875% -4.40%. The bonds were issued to finance Fire Station#2 and are being repaid with property taxes. DISCUSSION Staff recommends calling for the early redemption of the remaining Series 2005C Bonds as soon as due notice can be properly given to the trustee,US Bank. Based on interest rates available in the market,retiring these bonds early will lower the city's financing costs, saving the city approximately$189,000 in interest. Rather than paying issuance costs and underwriter's discounts (combined$35,000)to issue refunding bonds and incurring annual arbitrage and trustee fees at an estimated total cost of$14,750, staff recommends the city borrow$1,385,000 from the Storm Water Trunk Fund to redeem the bonds. Similar to the existing bonds,the loan would be repaid from the annual tax levy in semi-annual installments at the interest rate in effect at the time of redemption for a 10 year Agency bullet. The proposed resolution for the interfund loan to be used to redeem the 2005C bonds is attached.A sample loan amortization schedule is attached. BUDGET IMPACT Based on current rates, the benefit to the city is estimated to be$189,000 in net interest savings. A schedule detailing the remaining interest payments for the 2005C bonds,after the February 1,2016 debt service payment is included in your packet. The scheduled interest for the remaining bonds totals $346,843, less the projected interest on the interfund loan of$157,446,results in estimated net interest savings of approximately$189,000. ACTION REQUESTED Adopt the attached resolution authorizing staff to utilize the proceeds of an internal loan from the Storm Water Trunk fund to optionally redeem the 2005C bonds on February 1,2016. ATTACHMENTS: Type Description o Resolution Resolution Authorizing Interfund Loan from Storm Water Trunk Fund to 2005C Bond Fund • Backup Material Sample Interfund Loan Amortization Schedule- 2005C • Backup Material 2005C Post 2-1-2016 Debt Service Remaining Debt Payments RESOLUTION NO.R70-15 AUTHORIZING AN INTERFUND LOAN FROM THE STORM WATER TRUNK FUND TO THE 2005C BOND FUND Pursuant to due call and notice thereof a regular meeting of the City Council of the City of Farmington, Minnesota was held in the Council Chambers of said City on the 16th day of November 2015 at 7:00 p.m. Members present: Larson, Bartholomay, Bonar, Donnelly, Pitcher Members absent: None Member Donnelly introduced and Member Bartholomay seconded the following resolution: WHEREAS,the City of Farmington issued the 2005C bonds to finance fire station#2; and WHEREAS,the Council has determined it is in the best financial interest of the City to redeem the 2005C bonds on their optional redemption date; and WHEREAS,the Storm Water Trunk Fund has sufficient funds within its fund balance to be loaned for a period of time without detriment of any function or project for which the fund was established; and WHEREAS,the City has the taxing authority to repay the loan, WHEREAS,the loan will be repaid from an annual tax levy over ten years (2016—2025) in semi-annual installments; and WHEREAS,the City of Farmington desires, by this resolution, to document the loan from the Storm Water Trunk Fund to the 2005C G.O. Capital Improvement Bond Fund, and to express the terms and conditions of said loan. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Farmington, that: 1. An interfund loan from the Storm Water Trunk Fund to the 2005C G.O. Capital Improvement Bond Fund in an amount not to exceed $1,385,000 be approved; such loan to be repaid over ten years in semi-annual installments with an annual interest rate approximating a 10 year U.S. Agency maturity at the time of the bond redemption. 2. Semi-annual repayment installments will be made on the loan from the city's annual tax levy. These payments will originate as part of the City's tax levy against all taxable properties within the City of Farmington, and will be adopted as part of the City's budget and tax levy from 2016-2025. 3. This loan may be repaid, in part or in whole, at any time without penalty. Interest will be calculated on an actual/365 day basis. This resolution is adopted by recorded vote of the City of Farmington City Council in open session on the 16th day of November, 2015. ayor Todd Larson Attested to the /S'7e4 day of November, 2015 vin Schorzman,Acting City Administrator SEAL Loan Amortization Schedule goisoneiWo Amortization Table - A simple amortization table covering 24 payment periods of a loan. 1)To use the table,simply change any of the values in the"initial data"area of the worksheet. 2)To print the table,just choose"Print"from the"File"menu.The print area is already defined. Initial Data LOAN DATA TABLE DATA Loan amount: $1,385,000.00 Table starts at date:) Annual interest rate: 2.29% or at payment number. 1 Term in years: 10 Payments per year. 2 2/1/2016 First payment due: 6/30/2016 6/30/2016 150 PERIODIC PAYMENT Entered payment: $83,000.00 The table uses the calculated periodic payment amount Calculated payment $77,875.48 unless you enter a value for"Entered payment". CALCULATIONS Use payment of: $83,000.00 Beginning balance at payment 1: 1,385,000.00 1st payment in table: 1 Cumulative interest prior to payment 1: 0.00 Table Payment Beginning Ending Cumulative No. Date Balance Interest Principal Balance Interest 1 6/30/2016 1,385,000.00 13,034.18 69,965.82 1,315,034.18 13,034.18 2 12/30/2016 1,315,034.18 15,057.14 67,942.86 1,247,091.32 28,091.32 3 6/30/2017 1,247,091.32 14,279.20 68,720.80 1,178 370.52 42,370.52 4 12/30/2017 1,178,370.52 13,492.34 69,507.66 1,108,862.86 55,862.86 5 6/30/2018 1,108,862.86 12,696.48 70,303.52 1,038,559.34 68,559.34 6 12/30/2018 1,038,559.34 11,891.50 71,108.50 967,450.84 80,450.84 7 6/30/2019 967,450.84 11,077.31 71,922.69 895,528.15 91,528.15 8 12/30/2019 895,528.15 10,253.80 72,746.20 822,781.95 101,781.95 9 6/30/2020 822,781.95 9,420.85 73,579.15 749,202.80 111,202.80 10 12/30/2020 749,202.80 8,578.37 74,421.63 674,781.18 119,781.18 11 6/30/2021 674,781.18 7,726.24 75,273.76 599,507.42 127,507.42 12 12/30/2021 599,507.42 6,864.36 76,135.64 523,371.78 134,371.78 13 6/30/2022 523,371.78 5,992.61 77,007.39 446,364.39 140,364.39 14 12/30/2022 446,364.39 5,110.87 77,889.13 368,475.26 145,475.26 15 6/30/2023 368,475.26 4,219.04 78,780.96 289,694.30 149,694.30 16 12/30/2023 289,694.30 3,317.00 79,683.00 210,011.30 153,011.30 17 6/30/2024 210,011.30 2,404.63 80,595.37 129,415.93 155,415.93 18 12/30/2024 129,415.93 1,481.81 81,518.19 47,897.74 156,897.74 19 6/30/2025 47,897.74 548.43 47,897.74 0.00 157,446.17 20 12/30/2025 0.00 0.00 0.00 0.00 ,157,446.17 Total interest for 2005C interfund loan. Page 1 City of Farmington, MN 2005C Post 2/1/16 Optional Redemption Date Debt Schedule Original Issue Date:July 1,2005 Final Maturity Date: February 1,2026 Interest Payment Dates:2/1 and 8/1 Optional Redemption Date: 2/1/16 Pmt Year Principal - Rate Interest 2016 28,876.25 2017 110,000 3.875% 55,621.25 2018 115,000 4.000% 51,190.00 2019 120,000 4.000% 46,490.00 2020 130,000 4.050% 41,457.50 2021 135,000 4.100% 36,057.50 2022 140,000 4.150% 30,385.00 2023 150,000 4.250% 24,292.50 2024 155,000 4.300% 17,772.50 2025 160,000 4.300% 10,960.00 2026 170,000 4.400% 3,740.00 1,385,000 346,843 Less Projected Interfund Loan Interest: 157,446 Projected Interest Savings 189,396