Loading...
2024.01.16 Council Meeting Packet 4141 Douglas Drive North • Crystal, Minnesota 55422-1696 Tel: (763) 531-1000 • Fax: (763) 531-1188 • www.crystalmn.gov Posted: Jan. 12, 2024 City Council Meeting Schedule Tuesday, Jan. 16, 2024 Time Meeting Location 6:30 p.m. City Council work session to discuss: 1. Continue JAZB ordinance process. 2. 2024 capital program review. 3. 2024 legislative priorities. 4. City Council liaison reports. 5. City manager monthly check-in. 6. Constituent issues. 7. New business. 8. Announcements. Council Chambers/Zoom 7 p.m. City Council meeting Council Chambers/Zoom Immediately following the City Council meeting Continuation of City Council work session, if necessary Council Chambers/Zoom The public may attend the meetings via Zoom by connecting through one of the methods identified below. Topic: Crystal City Council work session, City Council meeting and City Council work session, if necessary. Time: Jan. 16, 2024, 6:30 p.m., Central Time (US and Canada) Join Zoom Meeting: https://us02web.zoom.us/j/89699740569?pwd=azZyekRiaDQzdFFXNmh1M3pKVVdadz09 Meeting ID: 896 9974 0569 Passcode: 414141 One tap mobile: +13126266799,,89699740569#,,,,*414141# US (Chicago) +16469313860,,89699740569#,,,,*414141# US Dial by your location: +1 312 626 6799 US (Chicago) +1 386 347 5053 US +1 646 931 3860 US +1 507 473 4847 US +1 929 205 6099 US (New York) +1 564 217 2000 US +1 301 715 8592 US (Washington DC) +1 669 444 9171 US +1 305 224 1968 US +1 669 900 6833 US (San Jose) +1 309 205 3325 US +1 689 278 1000 US +1 253 215 8782 US (Tacoma) +1 719 359 4580 US +1 346 248 7799 US (Houston) +1 253 205 0468 US +1 360 209 5623 US Find your local number: https://us02web.zoom.us/u/kcAsHwRcbd Auxiliary aids are available upon request to individuals with disabilities by calling the city clerk at (763) 531-1145 at least 96 hours in advance. TTY users may call Minnesota Relay at 711 or 1-800-627-3529. 4141 Douglas Drive North • Crystal, Minnesota 55422-1696 Tel: (763) 531-1000 • Fax: (763) 531-1188 • www.crystalmn.gov Posted: Jan. 12, 2024 City Council Work Session Agenda Tuesday, Jan. 16, 2024 6:30 p.m. Council Chambers/Zoom Pursuant to due call and notice given in the manner prescribed by Section 3.01 of the City Charter, the work session of the Crystal City Council was held on Tuesday, Jan. 16, 2024, at ______ p.m. in the Council Chambers at City Hall, 4141 Douglas Dr. N., Crystal, MN and via Zoom. If the agenda items are not completed in time for the City Council meeting at 7 p.m., the work session will be continued and resumed immediately following the City Council meeting. The public may attend the meeting via Zoom by connecting to it through one of the methods identified on the City Council Meeting Schedule for Tuesday, Jan. 16, 2024. I. Attendance Council members Staff ____ Eidbo ____ Bell ____ Revering ____ Kamish ____ Gilchrist ____ Sutter ____ Kiser ____ Therres ____ Serres ____ Onesirosan ____ Elholm ____ Adams ____ Larson ____ Budziszewski ____ Perkey ____ Cummings II. Agenda The purpose of the work session is to discuss the following agenda items: 1. JAZB Ordinance Process 2. 2024 Capital Program review 3. 2024 Legislative Priorities. 4. City Council liaison reports.* 5. City manager monthly check-in. 6. Constituent issues.* 7. New business.* 8. Announcements.* III. Adjournment The work session adjourned at ______ p.m. * Denotes no documentation included in the packet. Auxiliary aids are available upon request to individuals with disabilities by calling the city clerk at (763) 531-1145 at least 96 hours in advance. TTY users may call Minnesota Relay at 711 or 1-800-627-3529. 4141 Douglas Drive North • Crystal, Minnesota 55422-1696 Tel: (763) 531-1000 • www.crystalmn.gov March XX, 2024 Nancy Daubenberger Commissioner Minnesota Department of Transportation Dear Commissioner Daubenberger: The City of Crystal will soon begin implementing the new Airport Zoning Ordinance (AZO) recently approved by the Joint Airport Zoning Board (JAZB) for the Crystal Airport which is operated by the Metropolitan Airports Commission (MAC). The city recognizes the importance of aviation safety, has adopted the AZO as an appendix to its Unified Development Code, and integrated administration of the AZO into its zoning and building permit review procedures. The purpose of this letter is to express the city’s concerns about the JAZB process under M.S. Chapter 360, specifically the public hearing process described in Section 360.065. With the letter the city is requesting a change to the statute that we believe would improve the process based on the experience of the city and its residents during the process of developing the AZO. Compared with more typical and modern public engagement processes for ordinances regulating the use of property, these statutory requirements are somewhat burdensome on public agencies while simultaneously discouraging effective or impactful public engagement. A review of the public hearing record shows a pattern of the lead agency, in this case, the MAC, responding to public comments, questions, and other input in a jargon-laden and frankly dismissive-sounding manner, with little direct and meaningful engagement with the commenters about their concerns. The city does not fault MAC for this approach because they may have deemed it necessary to avoid restarting the public hearing process as required by the statute, but the practical effect is that the ordinance is in its final form before the public hearing which is contrary to best practices for public engagement in the governing process. The city appreciates that it was literally at the table as the draft AZO was prepared so we were in a position to seek necessary changes prior to the public hearing. The prime example was the initial proposal by MAC to include city parks in Zone 1 even if the surrounding neighborhoods were in Zone 2. Had the city parks been placed in Zone 1, the AZO would have prevented the community from continuing to use these parks in the same way they had been used for decades. Through their membership on the JAZB, the cities of Crystal and Brooklyn Center were successful at getting the parks designated as Zone 2 instead of Zone 1 before the draft ordinance was presented at the public hearing. But what if this issue - or any other significant issue - had only been noticed by a resident and first brought up at the public hearing? The only way for the issue or any other concerns or objections raised by the public to be addressed with changes to the draft ordinance would have been to re-start the entire public hearing process including the very extensive and expensive mailed notice. In short, while the intent of the statute may be to ensure that the public has the opportunity to provide input regarding the AZO, in reality, it has the opposite effect: It discourages effective or impactful public engagement. Instead, the city believes that the Commissioner of Transportation should have the discretion to order a new public hearing depending on the characteristics and impact of the proposed changes. For this reason, the city requests consideration of the following change to the statute, specifically 360.065 Subd. 1(b): (b) A public hearing must be held on the airport zoning regulations proposed by a municipality, county, or joint airport zoning board before they are submitted to the commissioner for approval. If any changes that alter the regulations placed on a parcel of land are made to the proposed airport zoning regulations after the initial public hearing, the municipality, county, or joint airport zoning board must hold a second public hearing before final adoption of the regulation. The commissioner may require a second hearing as determined necessary based on the commissioner’s review of the hearing record and the proposed changes. The city believes that this relatively simple statutory change would allow for a more effective public engagement process for future airport zoning ordinances and asks for your support of this change. [City Manager to sign as authorized by a City Council vote? Or signed by individual City Council members?] Sincerely, Adam R. Bell City Manager cc: Rick King, Chair, Metropolitan Airports Commission Senator Ann Rest Representative Cedrick Frazier Representative Mike Freiberg 360.065 AIRPORT ZONING; ADOPTION AND APPROVAL OF PROPOSED REGULATIONS.​ Subdivision 1.Notice of proposed zoning regulations, hearing.(a) No airport zoning regulations shall​ be adopted, amended, or changed under sections 360.011 to 360.076, except by action of the governing​ body of the municipality, county, or joint airport zoning board under section 360.0655 or 360.0656, or the​ boards provided for in section 360.063, subdivisions 3 and 7, or by the commissioner as provided in section​ 360.063, subdivisions 6 and 8.​ (b) A public hearing must be held on the airport zoning regulations proposed by a municipality, county,​ or joint airport zoning board before they are submitted to the commissioner for approval. If any changes​ that alter the regulations placed on a parcel of land are made to the proposed airport zoning regulations after​ the initial public hearing, the municipality, county, or joint airport zoning board must hold a second public​ hearing before final adoption of the regulation. The commissioner may require a second hearing as determined​ necessary.​ (c) Notice of a hearing must be published by the municipality, county, or joint airport zoning board at​ least three times during the period between 15 days and five days before the hearing in an official newspaper​ and in a second newspaper designated by that authority which has a wide general circulation in the area​ affected by the proposed regulations and posted on the municipality's, county's, or joint airport zoning board's​ website. If there is not a second newspaper of wide general circulation in the area that the municipality,​ county, or joint airport zoning board can designate for the notice, the municipality, county, or joint airport​ zoning board is only required to publish the notice once in the official newspaper of the jurisdiction. The​ notice shall not be published in the legal notice section of a newspaper. The notice must specify the time,​ location, and purpose of the hearing, and must identify any additional location and time the proposed​ regulations will be available for public inspection. A copy of the published notice must be added to the​ record of the proceedings.​ (d) Notice of a hearing must be given by mail at least ten days before each hearing to persons and​ landowners where the location or size of a building, or the density of population, will be regulated. Mailed​ notice must also be provided at least ten days before each hearing to persons or municipalities that have​ previously requested such notice from the municipality, county, or joint airport zoning board. The notice​ must specify the time, location, and purpose of the hearing, and must identify any additional location and​ time the proposed regulations will be made available for public inspection. Mailed notice must also identify​ the property affected by the regulations. For the purpose of providing mailed notice, the municipality, county,​ or joint airport zoning board may use any appropriate records to determine the names and addresses of​ owners. A copy of the notice and a list of the owners and addresses to which the notice was sent must be​ added to the records of the proceedings. Failure to provide mailed notice to individual property owners or​ a defect in the notice does not invalidate the proceedings if a bona fide attempt to comply with this subdivision​ was made.​ Subd. 2.MS 2018 [Repealed, 1Sp2019 c 3 art 3 s 140]​ Subd. 3.[Repealed, 2007 c 64 s 3]​ History: 1945 c 303 s 28; 1951 c 116 s 5; 1957 c 272 s 1,2; 1976 c 181 s 2; 1978 c 674 s 58; 1979 c​ 302 s 3; 1983 c 326 s 7; 1986 c 444; 2006 c 261 s 3; 1Sp2019 c 3 art 3 s 97; 2022 c 55 art 1 s 157​ Official Publication of the State of Minnesota​ Revisor of Statutes​ 360.065​MINNESOTA STATUTES 2022​1​ WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐ  ϭ  Zz^d>/ZWKZd Z&dZz^d>/ZWKZdKE/E'KZ/EE Wh>/KDDEd^EZ^WKE^^  Z^WKE^^dKWh>/KDDEd^ dŚŝƐƐĞĐƟŽŶĐŽŶƚĂŝŶƐƌĞƐƉŽŶƐĞƐƚŽƉƵďůŝĐĐŽŵŵĞŶƚƐƌĞĐĞŝǀĞĚĂďŽƵƚƚŚĞĚƌĂŌŽŶŝŶŐKƌĚŝŶĂŶĐĞ ƉƌŽƉŽƐĞĚ ďLJ ƚŚĞ ƌLJƐƚĂů ŝƌƉŽƌƚ : ;͞ƌĂŌ ƌLJƐƚĂů ŝƌƉŽƌƚ ŽŶŝŶŐ KƌĚŝŶĂŶĐĞ͟Ϳ ƚŚĂƚ ǁĂƐ ƉƌĞƐĞŶƚĞĚĂƚƚŚĞƉƵďůŝĐŚĞĂƌŝŶŐŚĞůĚŽŶƉƌŝůϭϵ͕ϮϬϮϯ͘dŚĞƉƵƌƉŽƐĞŽĨƚŚĞƉƵďůŝĐŚĞĂƌŝŶŐǁĂƐƚŽ ƚĂŬĞƚĞƐƟŵŽŶLJĨƌŽŵƚŚĞƉƵďůŝĐŽŶƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͕ǁŚŝĐŚǁŝůůĐŽŶƚĂŝŶ ŚĞŝŐŚƚĂŶĚůĂŶĚƵƐĞƌĞŐƵůĂƟŽŶƐŝŶƚŚĞǀŝĐŝŶŝƚLJŽĨƌLJƐƚĂůŝƌƉŽƌƚ͕ĂŶĚǁŝůůƌĞƉůĂĐĞƚŚĞĞdžŝƐƟŶŐϭϵϴϯ ƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ;͞ϭϵϴϯKƌĚŝŶĂŶĐĞ͟Ϳ͘  dŚŝƐƐĞĐƟŽŶĂůƐŽĐŽǀĞƌƐƌĞƐƉŽŶƐĞƐŵĂĚĞĚƵƌŝŶŐƚŚĞƉƵďůŝĐĐŽŵŵĞŶƚƉĞƌŝŽĚŽĨƚŚĞƌĂŌƌLJƐƚĂů ŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͘dǁŽƉƵďůŝĐĐŽŵŵĞŶƚƉĞƌŝŽĚƐǁĞƌĞŚĞůĚ͗&ĞďƌƵĂƌLJϳ͕ϮϬϮϯ͕ƚŚƌŽƵŐŚ DĂƌĐŚϴ͕ϮϬϮϯ͕ĂŶĚƉƌŝůϰ͕ϮϬϮϯ͕ƚŚƌŽƵŐŚDĂLJϯ͕ϮϬϮϯ͘dŚĞĮƌƐƚƉƵďůŝĐĐŽŵŵĞŶƚƉĞƌŝŽĚǁĂƐ ƌĞůĂƚĞĚ ƚŽ ƚŚĞ ŽƌŝŐŝŶĂů ƉƵďůŝĐ ŚĞĂƌŝŶŐ ĚĂƚĞ ŽĨ &ĞďƌƵĂƌLJ Ϯϯ͕ ϮϬϮϯ͘ dŚŝƐ ƉƵďůŝĐ ŚĞĂƌŝŶŐ ǁĂƐ ƉŽƐƚƉŽŶĞĚ ĚƵĞ ƚŽ ƉŽŽƌ ǁĞĂƚŚĞƌ ĂŶĚ ǁĂƐ ƌĞƐĐŚĞĚƵůĞĚ ĨŽƌ Ɖƌŝů ϭϵ͕ ϮϬϮϯ͘  ƐĞĐŽŶĚ ƉƵďůŝĐ ĐŽŵŵĞŶƚƉĞƌŝŽĚǁĂƐŚĞůĚŝŶƌĞůĂƟŽŶƚŽƚŚĞƌĞƐĐŚĞĚƵůĞĚƉƌŝůϭϵ͕ϮϬϮϯ͕ƉƵďůŝĐŚĞĂƌŝŶŐ͘ŽƚŚ ĐŽŵŵĞŶƚƉĞƌŝŽĚƐĂƌĞĐĂƉƚƵƌĞĚŝŶƚŚĞƌĞƐƉŽŶƐĞƐďĞůŽǁ͘^ŽŵĞƉƵďůŝ ĐĐŽŵŵĞŶƚƐĚĞǀĞůŽƉĞĚƐŝŵŝůĂƌ ƚŚĞŵĞƐ͘ƐĂƌĞƐƵůƚ͕Ă͞'ĞŶĞƌĂůZĞƐƉŽŶƐĞƐ͟ƐĞĐƟŽŶǁĂƐĚĞǀĞůŽƉĞĚ ƚŽ ĂĚĚƌĞƐƐ ƚŚĞ ƐŝŵŝůĂƌ ĐŽŵŵĞŶƚƐŵĂĚĞ͘/ĨĂƐƉĞĐŝĮĐĐŽŵŵĞŶƚǁĂƌƌĂŶƚĞĚĂƚĂŝůŽƌĞĚƌĞƐƉŽŶƐĞ͕ƚŚĂƚƌĞƐƉŽŶƐĞŝƐŝŶĐůƵĚĞĚ ŝŶƚŚĞ͞ŽŵŵĞŶƚƐĂŶĚ^ƉĞĐŝĮĐZĞƐƉŽŶƐĞƐ͟ƐĞĐƟŽŶ͘  'ĞŶĞƌĂůZĞƐƉŽŶƐĞƐ  ϭ͘ WƵƌƉŽƐĞĂŶĚŽŵƉŽƐŝƟŽŶŽĨƚŚĞ:ʹdŚĞƉƵƌƉŽƐĞŽĨƚŚĞ:ŝƐƚŽĐŽůůĂďŽƌĂƟǀĞůLJ ĚĞǀĞůŽƉĂŶĂŝƌƉŽƌƚnjŽŶŝŶŐŽƌĚŝŶĂŶĐĞƚŚĂƚĂĐŚŝĞǀĞƐĂƌĞĂƐŽŶĂďůĞůĞǀĞůŽĨƐĂĨĞƚLJǁŚŝůĞ ĐŽŶƐŝĚĞƌŝŶŐĐŽŵƉĂƟďůĞĐŽŵŵƵŶŝƚLJĚĞǀĞůŽƉŵĞŶƚĂŶĚƚŚĞƐŽĐŝĂůĂŶĚĞĐŽŶŽŵŝĐĐŽƐƚƐŽĨ ƌĞƐƚƌŝĐƟŶŐ ůĂŶĚ ƵƐĞƐ͘ dŚĞ ĂŝƌƉŽƌƚ njŽŶŝŶŐ ŽƌĚŝŶĂŶĐĞ ŵƵƐƚ ďĞ ĂƉƉƌŽǀĞĚďLJďŽƚŚƚŚĞ DŝŶŶĞƐŽƚĂĞƉĂƌƚŵĞŶƚŽĨdƌĂŶƐƉŽƌƚĂƟŽŶKĸĐĞŽĨĞƌŽŶĂƵƟĐƐ;DŶKdͿĂŶĚƚŚĞ:͖ŝƚ ŝƐŶŽƚƐĞƉĂƌĂƚĞůLJƐƵďũĞĐƚƚŽDĂƉƉƌŽǀĂů͘  dŽĨƵůĮůůƚŚŝƐƉƵƌƉŽƐĞ͕ƚŚĞ:ĚĞĐŝĚĞĚƚŽĚĞǀĞůŽƉĂĐƵƐƚŽŵĂŝƌƉŽƌƚnjŽŶŝŶŐŽƌĚŝŶĂŶĐĞĂŶĚ ƉƌŽǀŝĚĞĚƚŚĞƌĞƋƵŝƌĞĚŶŽƟĐĞƚŽDŶKd͘dŚĞ:ĞǀĂůƵĂƚĞĚƚŚĞĨŽůůŽǁŝŶŐĮǀĞĐƵƐƚŽŵ ƐƚĂŶĚĂƌĚnjŽŶŝŶŐĨĂĐƚŽƌƐĐŽŶƐŝƐƚĞŶƚǁŝƚŚDŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐ͕ƐĞĐƟŽŶϯϲϬ͘Ϭϲϱϲ͗;ϭͿƚŚĞ ůŽĐĂƟŽŶŽĨƚŚĞĂŝƌƉŽƌƚ͕ƚŚĞƐƵƌƌŽƵŶĚŝŶŐůĂŶĚƵƐĞƐ͕ĂŶĚƚŚĞĐŚĂƌĂĐƚĞƌŽĨŶĞŝŐŚďŽƌŚŽŽĚƐŝŶ WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐ  Ϯ  ƚŚĞǀŝĐŝŶŝƚLJŽĨƚŚĞĂŝƌƉŽƌƚ͕ǁŚŝĐŚŝŶĐůƵĚĞĚĂŐĞŽƐƉĂƟĂůĚĂƚĂĞǀĂůƵĂƟŽŶŽĨƚĞŶƐƉĞĐŝĮĐůĂŶĚ ƵƐĞĨĂĐƚŽƌƐŶĞĐĞƐƐĂƌLJƚŽĐŽŶƐŝĚĞƌǁŚĞŶĚĞƚĞƌŵŝŶŝŶŐĂƌĞĂƐŽŶĂďůĞůĞǀĞůŽĨƐĂĨĞƚLJ͖;ϮͿƚŚĞ ĂŝƌƉŽƌƚ͛ƐƚLJƉĞŽĨŽƉĞƌĂƟŽŶƐĂŶĚŚŽǁƚŚĞŽƉĞƌĂƟŽŶƐĂīĞĐƚƐĂĨĞƚLJƐƵƌƌŽƵŶĚŝŶŐƚŚĞĂŝƌƉŽƌƚ͖ ;ϯͿƚŚĞĂĐĐŝĚĞŶƚƌĂƚĞĂƚƚŚĞĂŝƌƉŽƌƚĐŽŵƉĂƌĞĚƚŽĂƐƚĂƟƐƟĐĂůůLJƐŝŐŶŝĮĐĂŶƚƐĂŵƉůĞ͕ŝŶĐůƵĚŝŶŐ ĂŶĂŶĂůLJƐŝƐŽĨĂĐĐŝĚĞŶƚĚŝƐƚƌŝďƵƟŽŶďĂƐĞĚŽŶƚŚĞƌĂƚĞǁŝƚŚĂŚŝŐŚĞƌĂĐĐŝĚĞŶƚŝŶĐŝĚĞŶĐĞ͖;ϰͿ ƚŚĞƉůĂŶŶĞĚůĂŶĚƵƐĞƐǁŝƚŚŝŶĂŶĂŝƌƉŽƌƚŚĂnjĂƌĚĂƌĞĂ͕ŝŶĐůƵĚŝŶŐĂŶLJĂƉƉůŝĐĂďůĞƉůĂƫŶŐ͕ njŽŶŝŶŐ͕ ĐŽŵƉƌĞŚĞŶƐŝǀĞ ƉůĂŶ͕ Žƌ ƚƌĂŶƐƉŽƌƚĂƟŽŶ ƉůĂŶ͖ ĂŶĚ ;ϱͿ ĂŶLJŽƚŚĞƌ ŝŶĨŽƌŵĂƟŽŶ ƌĞůĞǀĂŶƚƚŽƐĂĨĞƚLJŽƌƚŚĞĂŝƌƉŽƌƚ͘  KŶĐĞĂƉƉƌŽǀĞĚďLJďŽƚŚDŶKdĂŶĚƚŚĞ:͕ƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ ǁŝůůďĞƚƌĂŶƐŵŝƩĞĚƚŽƚŚĞĂīĞĐƚĞĚŵƵŶŝĐŝƉĂůŝƟĞƐƚŽďĞŝŶĐŽƌƉŽƌĂƚĞĚĂŶĚĂĚŵŝŶŝƐƚĞƌĞĚ ǁŝƚŚƚŚĞŝƌƌĞƐƉĞĐƟǀĞnjŽŶŝŶŐĐŽĚĞƐ͘dŚĞ:ǁŝůůďĞƌĞͲĐŽŶǀĞŶĞĚŝŶƚŚĞĞǀĞŶƚƚŚĂƚƚŚĞ ƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞŶĞĞĚƐƚŽďĞƵƉĚĂƚĞĚ͘  ŽŵƉŽƐŝƟŽŶ ŽĨ ƚŚĞ : ŝƐ ŐŽǀĞƌŶĞĚ ďLJ ƐƚĂƚĞ ƐƚĂƚƵƚĞ͘ WĞƌ ƐƚĂƚƵƚĞ͕ ŝƚ ŝƐ ŵĂĚĞ ƵƉ ŽĨ ƌĞƉƌĞƐĞŶƚĂƟǀĞƐĨƌŽŵƚŚĞũƵƌŝƐĚŝĐƟŽŶƐƚŚĂƚǁŝůůďĞĂīĞĐƚĞĚďLJĂŝƌƉŽƌƚnjŽŶŝŶŐʹŝƚLJŽĨ ƌLJƐƚĂů͕ŝƚLJŽĨEĞǁ,ŽƉĞ͕ŝƚLJŽĨƌŽŽŬůLJŶWĂƌŬ͕ŝƚLJŽĨZŽďďŝŶƐĚĂůĞ͕ŝƚLJŽĨDŝŶŶĞĂƉŽůŝƐͶ ĂůŽŶŐǁŝƚŚƚŚĞDĞƚƌŽƉŽůŝƚĂŶŝƌƉŽƌƚƐŽŵŵŝƐƐŝŽŶ;DͿ͘ĂĐŚƉĂƌƟĐŝƉĂƟŶŐũƵƌŝƐĚŝĐƟŽŶŝƐ ĞŶƟƚůĞĚƚŽĐŚŽŽƐĞĂŶĚĂƉƉŽŝŶƚƚǁŽƉƌŝŵĂƌLJǀŽƟŶŐŵĞŵďĞƌƐŽŶƚŚĞ:͕ĂůŽŶŐǁŝƚŚƚǁŽ ĂůƚĞƌŶĂƚĞŵĞŵďĞƌƐǁŚŽĐĂŶǀŽƚĞŝŶƚŚĞĂďƐĞŶĐĞŽĨĂƉƌŝŵĂƌLJŵĞŵďĞƌ͘dŚĞ:ŚĂŝƌŝƐ ƐĞůĞĐƚĞĚďLJƚŚĞƉĂƌƟĐŝƉĂƟŶŐũƵƌŝƐĚŝĐƟŽŶƐĂŶĚŝƐĂůƐŽĂǀŽƟŶŐŵĞŵďĞƌ͘DƐƵƉƉŽƌƚƐƚĂī ĂƌĞŶŽƚǀŽƟŶŐŵĞŵďĞƌƐ͘DŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌƌĞƋƵĞƐƟŶŐƚŚĞĐƌĞĂƟŽŶŽĨĂ:͕ďƵƚ DŽŶůLJŚĂƐƚǁŽǀŽƟŶŐŵĞŵďĞƌƐŽŶƚŚĞ:͘  :ŵĞĞƟŶŐƐĂƌĞŽƉĞŶƚŽƚŚĞƉƵďůŝĐĂŶĚƐƚĂŬĞŚŽůĚĞƌƐŝŶƚĞƌĞƐƚĞĚŝŶƚŚĞƉƌŽĐĞƐƐŵĂLJ ĂƩĞŶĚĂŶĚƉƌŽǀŝĚĞŝŶƉƵƚ͘  Ϯ͘ ŝīĞƌĞŶĐĞƐĞƚǁĞĞŶƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞĂŶĚƚŚĞϭϵϴϯKƌĚŝŶĂŶĐĞʹ dŚĞĂƌĞĂĂƌŽƵŶĚƌLJƐƚĂůŝƌƉŽƌƚŝƐĂůƌĞĂĚLJnjŽŶĞĚĨŽƌĂŝƌƉŽƌƚƐĂĨĞƚLJďLJƚŚĞϭϵϴϯKƌĚŝŶĂŶĐĞ͘ ^ŝŶĐĞƚŚĞƉĂƐƐĂŐĞŽĨƚŚĂƚŽƌĚŝŶĂŶĐĞ͕DŚĂƐůĞŶŐƚŚĞŶĞĚƚŚĞŵĂŝŶƌƵŶǁĂLJ͖ĐůŽƐĞĚƚŚĞ ƐĞĐŽŶĚƉĂƌĂůůĞůƌƵŶǁĂLJ͕ĐŽŶǀĞƌƟŶŐŝƚƚŽĂƉĂƌĂůůĞůƚĂdžŝǁĂLJ͖ĂŶĚƐŚŽƌƚĞŶĞĚƚŚĞƚƵƌĨƌƵŶǁĂLJ͘ 'ŝǀĞŶƚŚĞƐĞĐŚĂŶŐĞƐ͕ƚŚĞϭϵϴϯKƌĚŝŶĂŶĐĞƉƌŽƚĞĐƚĞĚĂŶĂŝƌƉŽƌƚĐŽŶĮŐƵƌĂƟŽŶƚŚĂƚŚĂƐ ĐŚĂŶŐĞĚƐŝŐŶŝĮĐĂŶƚůLJ͘  dŚƵƐ͕ŽŶĞŽĨƚŚĞŐŽĂůƐŽĨƚŚĞ:ƉƌŽĐĞƐƐŝƐƚŽĐƌĞĂƚĞĂŶŽƌĚŝŶĂŶĐĞƚŚĂƚƌĞŵŽǀĞƐƐŽŵĞ ƌĞƐƚƌŝĐƟŽŶƐƚŚĂƚĂƌĞĐƵƌƌĞŶƚůLJŝŶͲƉůĂĐĞǁŝƚŚƚŚĞĞdžŝƐƟŶŐϭϵϴϯKƌĚŝŶĂŶĐĞ͕ ƉƌŽƚĞĐƟŶŐ ĂŝƌĮĞůĚĞůĞŵĞŶƚƐƚŚĂƚŚĂǀĞĐŚĂŶŐĞĚ͕ŽƌŶŽůŽŶŐĞƌĞdžŝƐƚ͘&ŽƌĞdžĂŵƉůĞ͕ƚŚĞϭϵϴϯKƌĚŝŶĂŶĐĞ ƐŚŽǁƐƚǁŽŶŽƌƚŚǁĞƐƚͬƐŽƵƚŚĞĂƐƚƌƵŶǁĂLJƐ͘DƌĞĐĞŶƚůLJĐůŽƐĞĚŽŶĞŽĨƚŚŽƐĞƌƵŶǁĂLJƐ WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐ  ϯ  ;ZƵŶǁĂLJ ϭϰZͲϯϮ>Ϳ͘ dŚĞƌĞĨŽƌĞ͕ ƚŚĞ ƌĂŌ ƌLJƐƚĂů ŝƌƉŽƌƚ ŽŶŝŶŐ KƌĚŝŶĂŶĐĞ ƌĞŵŽǀĞƐ ƌĞƐƚƌŝĐƟŽŶƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚŚĞĨŽƌŵĞƌƌƵŶǁĂLJ͘͘  ĚĚŝƟŽŶĂůůLJ͕ƚŚĞ:ĐŚŽƐĞƚŽĐƌĞĂƚĞĂĐƵƐƚŽŵnjŽŶŝŶŐŽƌĚŝŶĂŶĐĞ͕ƵƐŝŶŐĂƉƌŽĐĞƐƐƚŚĂƚǁĂƐ ŶŽƚĂǀĂŝůĂďůĞǁŚĞŶƚŚĞϭϵϴϯKƌĚŝŶĂŶĐĞǁĂƐƉĂƐƐĞĚ͘ƐŽĨƵŐƵƐƚϭ͕ϮϬϭϵ͕ĂŶĂŵĞŶĚĞĚ ƐƚĂƚƵƚĞ ŐŽǀĞƌŶŝŶŐ ĂŝƌƉŽƌƚ njŽŶŝŶŐ ǁĞŶƚ ŝŶƚŽ ĞīĞĐƚ ŝŶ DŝŶŶĞƐŽƚĂ͘DŶKd ĞƌŽŶĂƵƟĐƐ ĐĂƌƌŝĞĚĂďŝůůƚŚƌŽƵŐŚƚŚĞDŝŶŶĞƐŽƚĂ>ĞŐŝƐůĂƚƵƌĞƚŚĂƚǁĂƐƉĂƐƐĞĚ ďLJ ƚŚĞ >ĞŐŝƐůĂƚƵƌĞ͕ ĐĂƉƉŝŶŐƚŚĞƐŝdžͲLJĞĂƌƉƌŽĐĞƐƐƚŽƵƉĚĂƚĞƚŚĞƐƚĂƚĞĂŝƌƉŽƌƚnjŽŶŝŶŐůĂǁ͘  dŚĞƌĞĐĞŶƚĐŚĂŶŐĞƐƚŽƚŚĞƐƚĂƚĞĂŝƌƉŽƌƚnjŽŶŝŶŐƐƚĂƚƵƚĞŝŶĐůƵĚĞďĞƩĞƌŝŶƚĞŐƌĂƟŽŶŽĨĂŝƌƉŽƌƚ njŽŶŝŶŐ ǁŝƚŚ ůŽĐĂů ůĂŶĚ ƵƐĞ ƉůĂŶŶŝŶŐ͕ ŇĞdžŝďŝůŝƚLJ ƚŽ ĞŶĂĐƚ ĐƵƐƚŽŵĂŝƌƉŽƌƚnjŽŶŝŶŐ͕ĂŶĚ ĂůŝŐŶŵĞŶƚǁŝƚŚŵƵŶŝĐŝƉĂůĂŶĚĐŽƵŶƚLJƉƌŽĐĞƐƐƌĞƋƵŝƌĞŵĞŶƚƐ͘DŶKdĞƌŽŶĂƵƟĐƐŚŽƐƚĞĚ ĂŽŶŝŶŐĚǀŝƐŽƌLJŽŵŵŝƩĞĞƚŽŝĚĞŶƟĨLJĂŶĚĂĚĚƌĞƐƐĂŝƌƉŽƌƚnjŽŶŝŶŐƌĞůĂƚĞĚŝƐƐƵĞƐĂŶĚ ĐŽŶĚƵĐƚĞĚĂƐĞƌŝĞƐŽĨƚĞŶĐŽŵŵƵŶŝƚLJŽƵƚƌĞĂĐŚŵĞĞƟŶŐƐŝŶϮϬϭϱƚŽĚŝƐĐƵƐƐƉƌŽƉŽƐĞĚ ĐŚĂŶŐĞƐ͘  dŚĞ ĂŵĞŶĚĞĚ ƐƚĂƚƵƚĞ ĂůůŽǁƐ Ă : ƚŽ ƉƌŽƉŽƐĞ ĂŝƌƉŽƌƚ njŽŶŝŶŐ ƌĞŐƵůĂƟŽŶƐ ďĂƐĞĚ ŽŶ DŶKd͛ƐůĞŐĂĐLJnjŽŶŝŶŐƐƚĂŶĚĂƌĚƐĂŶĚŵŽĚĞůƐĂĨĞƚLJnjŽŶĞƐ͕ŽƌƚŽƉƌŽƉŽƐĞĂŝƌƉŽƌƚnjŽŶŝŶŐ ƌĞŐƵůĂƟŽŶƐďĂƐĞĚŽŶĐƵƐƚŽŵĂŝƌƉŽƌƚnjŽŶŝŶŐƐƚĂŶĚĂƌĚƐĂŶĚĨĂĐƚŽƌƐ͘dŚĞ:ǀŽƚĞĚƚŽ ĚĞǀĞůŽƉĂĐƵƐƚŽŵĂŝƌƉŽƌƚnjŽŶŝŶŐƌĞŐƵůĂƟŽŶ͘ƐĂƌĞƐƵůƚ͕ƚŚĞ:ŝƐŶŽƚƌĞƋƵŝƌĞĚƚŽ ĐŽŶƐŝĚĞƌŽƌŝŶĐŽƌƉŽƌĂƚĞƚŚĞůĞŐĂĐLJDŶKdDŽĚĞů^ĂĨĞƚLJŽŶĞŽƌŝŶĐŽƌƉŽƌĂƚĞ ŝƚƐ ƚƌĂĚŝƟŽŶĂů^ĂĨĞƚLJŽŶĞ͕͕͟͟͞͞Žƌ͟͞ĐƌŝƚĞƌŝĂ͘  ƐĂƌĞƐƵůƚ͕ƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞƌĞĚƵĐĞƐƐŽŵĞůĂŶĚƵƐĞƌĞƐƚƌŝĐƟŽŶƐ ĐƵƌƌĞŶƚůLJŝŶƉůĂĐĞŝŶƚŚĞϭϵϴϯKƌĚŝŶĂŶĐĞ͘dŚĞϭϵϴϯKƌĚŝŶĂŶĐĞĐŽŶƚĂŝŶƐƌĞƐƚƌŝĐƟǀĞůĂŶĚƵƐĞ njŽŶĞƐ͕ǁŚŝĐŚǁĞƌĞĐƌĞĂƚĞĚƵƐŝŶŐDŶKd͛ƐůĞŐĂĐLJnjŽŶŝŶŐƐƚĂŶĚĂƌĚƐĂŶĚŵŽĚĞůƐĂĨĞƚLJnjŽŶĞƐ ;ƐĞĞDŝŶŶ͘Z͘Ś͘ϴϴϬϬ͘ϮϰϬϬͿ͘ŽŶĞƐĂŶĚĐŽǀĞƌĂƚƌĂƉĞnjŽŝĚĂůĂƌĞĂĞdžƚĞŶĚŝŶŐŽƵƚǁĂƌĚ ĨƌŽŵĞĂĐŚƌƵŶǁĂLJ͕ǁŝƚŚƚŚĞƐŝnjĞŽĨƚŚĞƚƌĂƉĞnjŽŝĚĚĞƚĞƌŵŝŶĞĚďLJƚŚĞůĞŶŐƚŚŽĨƚŚĞƌƵŶǁĂLJ ĂǁĂLJĨƌŽŵǁŚŝĐŚƚŚĞLJƉƌŽũĞĐƚ͘dŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞƵƐĞƐĂĚŝīĞƌĞŶƚ ĂƉƉƌŽĂĐŚƚŽĐƌĞĂƟŶŐůĂŶĚƵƐĞnjŽŶĞƐ͘hƐŝŶŐĂĐƵƐƚŽŵnjŽŶŝŶŐĂƉƉƌŽĂĐŚ͕ƚŚĞƉƌŽƉŽƐĞĚĚƌĂŌ ŽƌĚŝŶĂŶĐĞĐƌĞĂƚĞƐnjŽŶĞƐǁŝƚŚƐŚĂƉĞƐďĂƐĞĚƵƉŽŶĂŶĂŶĂůLJƐŝƐŽĨĂĐĐŝĚĞŶƚƉƌŽďĂďŝůŝƚLJĚĂƚĂ ƐĞƚƐ͕ƌĂƚŚĞƌƚŚĂŶĂƐĞƚƐŝnjĞĂŶĚƐŚĂƉĞĚŝĐƚĂƚĞĚďLJƚŚĞůĞŶŐƚŚŽĨƚŚĞƌƵŶǁĂLJ͘dŚŝƐĐƵƐƚŽŵ njŽŶŝŶŐĂƉƉƌŽĂĐŚǁŝůůƌĞĚƵĐĞƚŚĞĨŽŽƚƉƌŝŶƚŽĨůĂŶĚƵƐĞƌĞƐƚƌŝĐƟŽŶƐĂŶĚǁŝůůĞŶƐƵƌĞƚŚĂƚƚŚĞ ƉƌŽƉŽƐĞĚƌĞƐƚƌŝĐƟŽŶƐĂƌĞƐƵƉƉŽƌƚĞĚďLJĂĚŽĐƵŵĞŶƚĞĚƐĂĨĞƚLJͬƌŝƐŬĂƐƐĞƐƐŵĞŶƚ͘  ϯ͘ WƵďůŝĐ ŽŵŵĞŶƚ ǀĂŝůĂďŝůŝƚLJʹƉƵďůŝĐ ŚĞĂƌŝŶŐ ŽŶ ƚŚĞ ƌĂŌƌLJƐƚĂů ŝƌƉŽƌƚ ŽŶŝŶŐ KƌĚŝŶĂŶĐĞǁĂƐƐĐŚĞĚƵůĞĚĨŽƌ&ĞďƌƵĂƌLJϮϯ͕ϮϬϮϯ͘dŚŝƐƉƵďůŝĐŚĞĂƌŝŶŐǁĂƐƉŽƐƚƉŽŶĞĚĚƵĞ ƚŽŝŶĐůĞŵĞŶƚǁĞĂƚŚĞƌ͘&ŽƌĂƉĞƌŝŽĚĨƌŽŵ&ĞďƌƵĂƌLJϳ͕ϮϬϮϯƚŚƌŽƵŐŚDĂƌĐŚϴ͕ϮϬϮϯ͕ƚŚĞ WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐ  ϰ  :ƐŽůŝĐŝƚĞĚĂŶĚƌĞĐĞŝǀĞĚƉƵďůŝĐĐŽŵŵĞŶƚƐŽŶƚŚĞƌĂŌƌLJƐƚĂů ŝƌƉŽƌƚ ŽŶŝŶŐ KƌĚŝŶĂŶĐĞ͘ŽŵŵĞŶƚƐĨƌŽŵƚŚŝƐƉĞƌŝŽĚǁĞƌĞĐĂƚĂůŽŐƵĞĚĂŶĚĂƌĞŝŶĐůƵĚĞĚŝŶƚŚĞĂƩĂĐŚĞĚ ůŝƐƚďĞůŽǁ͘dŚĞ:ƐŽůŝĐŝƚĞĚĂŶĚƌĞĐĞŝǀĞĚƉƵďůŝĐĐŽŵŵĞŶƚƐŽŶƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚ ŽŶŝŶŐKƌĚŝŶĂŶĐĞĂƐĞĐŽŶĚƟŵĞĨƌŽŵƉƌŝůϰ͕ϮϬϮϯ͕ƚŚƌŽƵŐŚDĂLJϯ͕ϮϬϮϯ͕ŝŶĐŽŶũƵŶĐƟŽŶ ǁŝƚŚĂƉƵďůŝĐŚĞĂƌŝŶŐƚŚĂƚǁĂƐƌĞƐĐŚĞĚƵůĞĚĨŽƌƉƌŝůϭϵ͕ϮϬϮϯ͘ŽŵŵĞŶƚƐƌĞĐĞŝǀĞĚĚƵƌŝŶŐ ƚŚŝƐƉĞƌŝŽĚĂƌĞĂůƐŽĐĂƚĂůŽŐƵĞĚŝŶƚŚĞĂƩĂĐŚĞĚƚĂďůĞďĞůŽǁ͘  ϰ͘ :DĞĞƟŶŐƐʹƐŽĨDĂLJϭϱ͕ϮϬϮϯ͕ƚŚĞƌĞŚĂǀĞďĞĞŶϳ:ŵĞĞƟŶŐƐ͕ĞĂĐŚŽĨǁŚŝĐŚǁĂƐ ĐŽŶĚƵĐƚĞĚŝŶĂƉƵďůŝĐͲĨŽƌƵŵ͘/ŶĂĚĚŝƟŽŶ͕ŝŶĨŽƌŵĂƟŽŶƌĞŐĂƌĚŝŶŐƚŚĞƉƌŽĐĞƐƐƚŽĐƌĂŌƚŚĞ ƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞŝƐĂǀĂŝůĂďůĞŽŶƚŚĞƌLJƐƚĂů:ƉƌŽũĞĐƚǁĞďƐŝƚĞ͕ ǁŚĞƌĞ ƉƌĞǀŝŽƵƐ ĂŶĚ ĨƵƚƵƌĞ ŵĞĞƟŶŐ ŝŶĨŽƌŵĂƟŽŶ ;ŵĞĞƟŶŐ ŵŝŶƵƚĞƐ͕ ĂŐĞŶĚĂƐͿ ĐĂŶ ďĞ ĨŽƵŶĚ͘ŌĞƌƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞƉƌŽŐƌĞƐƐĞƐƚŚƌŽƵŐŚDŶKdΖƐ ƌĞǀŝĞǁƉƌŽĐĞƐƐ͕ƚŚĞ:ǁŝůůŶĞĞĚƚŽŵĞĞƚĂŐĂŝŶƚŽƌĞǀŝĞǁƚŚĞƌĞƐƵůƚƐŽĨDŶKd͛ƐƌĞǀŝĞǁ͘ ůŝŶŬŝƐƉƌŽǀŝĚĞĚŚĞƌĞĨŽƌĨƵƌƚŚĞƌŝŶĨŽƌŵĂƟŽŶ͗ŚƩƉƐ͗ͬͬŵĞƚƌŽĂŝƌƉŽƌƚƐ͘ŽƌŐͬĐƌLJƐƚĂůͲũŽŝŶƚͲ ĂŝƌƉŽƌƚͲnjŽŶŝŶŐͲďŽĂƌĚ͘&ƵƚƵƌĞŵĞĞƟŶŐŝŶĨŽƌŵĂƟŽŶǁŝůůĐŽŶƟŶƵĞƚŽďĞƉŽƐƚĞĚĂƚƚŚŝƐůŝŶŬ͕ ĂŶĚŵĞĞƟŶŐƐǁŝůůĐŽŶƟŶƵĞƚŽďĞŽƉĞŶƚŽƉƵďůŝĐƉĂƌƟĐŝƉĂƟŽŶ͘  ϱ͘ dƌĞĞdƌŝŵŵŝŶŐĂŶĚZĞŵŽǀĂůʹdŚĞƌĞŐƵůĂƟŽŶŽĨƚƌĞĞƐƚŚĂƚďĞĐŽŵĞĂŝƌƐƉĂĐĞŽďƐƚƌƵĐƟŽŶƐ ŝƐĂĚĚƌĞƐƐĞĚŝŶ^ĞĐƟŽŶ/s͘;Ϳ;ϮͿŽĨƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐ KƌĚŝŶĂŶĐĞ͘ Ɛ ĂĚĚƌĞƐƐĞĚŝŶƐƵďƐĞĐƟŽŶ;ϮͿ;ĂͿ͕ƚŚĞƌĞŵŽǀĂůŽƌƚƌŝŵŵŝŶŐŽĨĂƚƌĞĞĐŽŵĞƐĂďŽƵƚǁŚĞŶ͞ƚŚĞ ǁŚŽůĞŽƌĂŶLJƉĂƌƚŽĨĂŶLJdƌĞĞ΀ŝƐ΁ĚĞƚĞƌŵŝŶĞĚƚŽďĞĂŶŝƌƉŽƌƚ,ĂnjĂƌĚďLJƚŚĞ&͘͟dŚŝƐ ĚĞƚĞƌŵŝŶĂƟŽŶ ďLJ ƚŚĞ & ŽĐĐƵƌƐ ǁŝƚŚŝŶ ƚŚĞ ĐŽŶƚĞdžƚ ŽĨ ĂŶ & ƌĞǀŝĞǁ ŽĨ ĂŝƌƐƉĂĐĞ ŽďƐƚƌƵĐƟŽŶƐ͘dŚĞƐĞƌĞǀŝĞǁƐŽĐĐƵƌǁŚĞŶĂŶĂŝƌƉŽƌƚƉƌŽũĞĐƚƌĞƋƵŝƌĞƐƚŚĞŵ͕ŽƌǁŚĞŶ ƉůĂŶŶŝŶŐĚŽĐƵŵĞŶƚƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚŚĞĂŝƌƉŽƌƚĂƌĞĚĞǀĞůŽƉĞĚĨŽƌĂƉƉƌŽǀĂůďLJƚŚĞ&͘ dŚĞƐĞĚĞƚĞƌŵŝŶĂƟŽŶƐ͕ƌĞƋƵŝƌĞĚďLJĨĞĚĞƌĂůƌĞŐƵůĂƟŽŶƐ͕ŚĂǀĞďĞĞŶŵĂĚĞŝŶƚŚĞƉĂƐƚĂŶĚ ǁŽƵůĚƐƟůůŚĂǀĞŽĐĐƵƌƌĞĚĞǀĞŶŝĨƚŚĞ:ŚĂĚŶŽƚƉƌŽƉŽƐĞĚĂƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐ KƌĚŝŶĂŶĐĞ͘  /ĨƚŚĞ&ĚĞƚĞƌŵŝŶĞƐƚŚĂƚĂƚƌĞĞ;ŽƌĂƉĂƌƚŽĨƚŚĞƚƌĞĞͿŚĂƐďĞĐŽŵĞĂŶŝƌƉŽƌƚ,ĂnjĂƌĚ͕ ƚŚĞŶƚŚĞĐŝƚLJŝŶǁŚŝĐŚƚŚĞƚƌĞĞŝƐůŽĐĂƚĞĚ͕ĂƐĂĚŵŝŶŝƐƚƌĂƚŽƌŽĨƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚ ŽŶŝŶŐKƌĚŝŶĂŶĐĞ͕ǁŝůůŶŽƟĨLJƚŚĞŽǁŶĞƌŽĨƚŚĞŶĞĞĚƚŽƚƌŝŵŽƌƌĞŵŽǀĞƚŚĞƚƌĞĞ͘ŝƟĞƐŵĂLJ ǁŽƌŬƉƌŽĂĐƟǀĞůLJǁŝƚŚŽǁŶĞƌƐƚŽƉĞƌĨŽƌŵƚŚĞŶĞĐĞƐƐĂƌLJƌĞŵŽǀĂůĂŶĚƚƌŝŵŵŝŶŐ͘ŝƟĞƐĂƌĞ ŶŽƚƌĞƋƵŝƌĞĚƚŽĐŽŵƉĞŶƐĂƚĞŽǁŶĞƌƐĨŽƌƌĞŵŽǀĞĚŽƌƚƌŝŵŵĞĚƚƌĞĞƐďLJƚŚĞƌĂŌƌLJƐƚĂů ŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͕ďƵƚƚŚĞLJĂƌĞŶŽƚƉƌŽŚŝďŝƚĞĚĨƌŽŵĚŽŝŶŐƐŽ͘ĚĚŝƟŽŶĂůůLJ͕ĐŝƟĞƐ ĂƌĞŶŽƚƉƌŽŚŝďŝƚĞĚďLJƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞĨƌŽŵƉĞƌĨŽƌŵŝŶŐƚŚĞ ƚƌŝŵŵŝŶŐŽƌƌĞŵŽǀĂůĂƚƚŚĞĐŝƚLJ͛ƐĞdžƉĞŶƐĞ͘  WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐ  ϱ  ,ŽǁĞǀĞƌ͕ŝĨƚŚĞĐŝƚLJĮŶĚƐŝƚŶĞĐĞƐƐĂƌLJƚŽŝƐƐƵĞĂĨŽƌŵĂůŶŽƟĐĞ͕ĚŝƌĞĐƟŶŐŽǁŶĞƌƐƚŽƚƌŝŵŽƌ ƌĞŵŽǀĞĂƚƌĞĞ͕ƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞĐƌĞĂƚĞƐĂƉƌŽĐĞĚƵƌĞĨŽƌĚŽŝŶŐ ƐŽ͘KǁŶĞƌƐĐĂŶĂƉƉĞĂůƚŚŝƐĨŽƌŵĂůŶŽƟĐĞ͕ĂƐƉƌŽǀŝĚĞĚŝŶƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐ KƌĚŝŶĂŶĐĞ͘KǁŶĞƌƐǁŚŽĐŽŵƉůLJǁŝƚŚƚŚĞŶŽƟĐĞĐĂŶƉĞƌĨŽƌŵƚŚĞŶĞĐĞƐƐĂƌLJƌĞŵŽǀĂůŽƌ ƚƌŝŵŵŝŶŐŽŶƚŚĞŝƌŽǁŶ͕ĂƚƚŚĞŝƌŽǁŶĞdžƉĞŶƐĞ͘&ŽƌƚŚŽƐĞǁŚŽĚŽŶŽƚĐŽŵƉůLJ͕ƚŚĞĐŝƚLJǁŝůů ĞŶƚĞƌƚŚĞƉƌŽƉĞƌƚLJĂŶĚƌĞŵŽǀĞŽƌƚƌŝŵĂƐŶĞĞĚĞĚĂŶĚĂƐƐĞƐƐƚŚĞĂƐƐŽĐŝĂƚĞĚĞdžƉĞŶƐĞƚŽ ƚŚĞŽǁŶĞƌ͘  ϲ͘ ŝƌĐƌĂŌEŽŝƐĞʹŝƌĐƌĂŌŶŽŝƐĞŝƐŶŽƚǁŝƚŚŝŶƚŚĞƉƵƌǀŝĞǁŽĨƚŚĞ:͘ĚŽƉƟŽŶŽĨƚŚĞƌĂŌ ƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞǁŝůůŶŽƚĂůƚĞƌƚŚĞŶƵŵďĞƌŽƌĨƌĞƋƵĞŶĐLJŽĨŇŝŐŚƚƐĂƚƚŚĞ ĂŝƌƉŽƌƚ͕ŶŽƌƚŚĞŶŽŝƐĞůĞǀĞůŽĨƚƌĂĸĐ͘ĂĐŚƋƵĂƌƚĞƌ͕ƚŚĞDƌĞƉŽƌƚƐŶŽŝƐĞĐŽŵƉůĂŝŶƚƐ͕ ĐŽŵƉůĂŝŶƚůŽĐĂƟŽŶƐ͕ĐŽŵƉůĂŝŶƚĚĞƐĐƌŝƉƚŽƌƐ͕ŶƵŵďĞƌŽĨŇŝŐŚƚŽƉĞƌĂƟŽŶƐ͕ĂŝƌĐƌĂŌƚLJƉĞƐ ŐĞŶĞƌĂƟŶŐĐŽŵƉůĂŝŶƚƐ͕ĂŶĚŽƚŚĞƌŵĞƚƌŝĐƐĨŽƌƌLJƐƚĂůŝƌƉŽƌƚ͘dŚĞƐĞƌĞƉŽƌƚƐĂƌĞĂǀĂŝůĂďůĞ Ăƚ͗ŚƩƉƐ͗ͬͬĐƵƐƚŽŵĞƌƐ͘ŵĂĐŶŽŵƐ͘ĐŽŵͬƌĞƉŽƌƚƐͬƌĞůŝĞǀĞƌƐ͘Śƚŵů͘  ĚĚŝƟŽŶĂůůLJ͕ ĂŝƌĐƌĂŌ ŽƉĞƌĂƟŽŶƐ ĐĂŶ ďĞ ǀŝĞǁĞĚ ƚŚƌŽƵŐŚ &ůŝŐŚƚdƌĂĐŬĞƌ͕ ĂŶ ŝŶƚĞƌĂĐƟǀĞ ŵĂƉƉŝŶŐĂƉƉůŝĐĂƟŽŶ͕ĂǀĂŝůĂďůĞĂƚ͗ŚƩƉƐ͗ͬͬŵĂĐŶŽŵƐ͘ĐŽŵͬ͘  ϳ͘ &ƵƚƵƌĞŝƌƉŽƌƚWƌŽũĞĐƚƐʹdŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞĚŽĞƐŶŽƚĂĚĚƌĞƐƐ ĨƵƚƵƌĞĂŝƌƉŽƌƚƉƌŽũĞĐƚƐ͕ŶŽƌŝƐƚŚĞ:ƉƌŽĐĞƐƐƚŚĞĨŽƌƵŵĨŽƌƉƌŽƉŽƐŝŶŐĨƵƚƵƌĞĂŝƌƉŽƌƚ ƉƌŽũĞĐƚƐ͘&ƵƚƵƌĞĂŝƌƉŽƌƚƉƌŽũĞĐƚƐĂƌĞŝŶŝƟĂůůLJƉƌŽƉŽƐĞĚĂŶĚĂĚĚƌĞƐƐĞĚ ƚŚƌŽƵŐŚ ƚŚĞ ĞƐƚĂďůŝƐŚĞĚ>ŽŶŐdĞƌŵŽŵƉƌĞŚĞŶƐŝǀĞWůĂŶ;>dWͿƉƌŽĐĞƐƐ͘dŚĞ>dWƉƌŽĐĞƐƐŽĐĐƵƌƐǁŝƚŚ ŝƚƐŽǁŶƉƌŽŐƌĂŵŽĨƐƚĂŬĞŚŽůĚĞƌƌĞǀŝĞǁĂŶĚĞŶŐĂŐĞŵĞŶƚ͘  ϴ͘ ^ŽůĂƌWĂŶĞůƐĂŶĚ>ŝŐŚƟŶŐʹ^ŽůĂƌƉĂŶĞůĂŶĚůŝŐŚƟŶŐŝŶƐƚĂůůĂƟŽŶƐǁŽƵůĚďĞƌĞƐƚƌŝĐƚĞĚďLJ ƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞŽŶůLJŝŶƐŽĨĂƌĂƐƚŚĞLJĂƌĞĚĞƚĞƌŵŝŶĞĚƚŽ͞ŵĂŬĞ΀΁ ŝƚĚŝĸĐƵůƚĨŽƌƉŝůŽƚƐƚŽĚŝƐƟŶŐƵŝƐŚďĞƚǁĞĞŶŝƌƉŽƌƚůŝŐŚƚƐĂŶĚŽƚŚĞƌůŝŐŚƚƐ͕͟ŽƌƚŚĞLJ͞ƌĞƐƵůƚ΀΁ ŝŶŐůĂƌĞŝŶƚŚĞĞLJĞƐŽĨƉŝůŽƚƐƵƐŝŶŐƚŚĞŝƌƉŽƌƚ͕͟Žƌ͞ŝŵƉĂŝƌ΀΁ǀŝƐŝďŝůŝƚLJŝŶƚŚĞǀŝĐŝŶŝƚLJŽĨƚŚĞ ŝƌƉŽƌƚ͕͟ŽƌƚŚĞLJĂƌĞ͞ĚĞĞŵĞĚĂ͚ŚĂnjĂƌĚ͛ƚŽĂŝƌŶĂǀŝŐĂƟŽŶďLJ&ŽƌDEKdĂƐƉĂƌƚŽĨĂŶ &ϳϰϲϬKďƐƚƌƵĐƟŽŶǀĂůƵĂƟŽŶ͕Žƌ΀ŝĨƚŚĞLJ΁ŽƚŚĞƌǁŝƐĞĞŶĚĂŶŐĞƌ΀΁ƚŚĞůĂŶĚŝŶŐ͕ƚĂŬŝŶŐŽī͕ ŽƌŵĂŶĞƵǀĞƌŝŶŐŽĨĂŝƌĐƌĂŌ͘͟^ĞĐƟŽŶs͘;Ϳ;ϭͿ͘  dŚĞĐŝƚLJŝŶǁŚŝĐŚƚŚĞůŝŐŚƚŽƌƐŽůĂƌƉĂŶĞůŝƐůŽĐĂƚĞĚ͕ĂƐĂĚŵŝŶŝƐƚƌĂƚŽƌŽĨƚŚĞƌĂŌƌLJƐƚĂů ŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͕ǁŝůůďĞƚĂƐŬĞĚǁŝƚŚĚĞƚĞƌŵŝŶŝŶŐǁŚĞƚŚĞƌůŝŐŚƚƐŽƌƐŽůĂƌƉĂŶĞůƐ ŵĞĞƚƚŚĞĂĨŽƌĞŵĞŶƟŽŶĞĚƐƚĂŶĚĂƌĚ͘KŶĞŽĨƚŚĞŬĞLJĐŽŵƉŽŶĞŶƚƐŽĨƚŚĞƐƚĂŶĚĂƌĚŝƐƚŽ ŚŝŐŚůŝŐŚƚƚŚĞ&͛ƐƌŽůĞŝŶĚĞƚĞƌŵŝŶŝŶŐŝƌƉŽƌƚ,ĂnjĂƌĚƐĂƐĂƉĂƌƚ ŽĨ ƚŚĞ & ϳϰϲϬ ŽďƐƚƌƵĐƟŽŶ ĞǀĂůƵĂƟŽŶ ƉƌŽĐĞƐƐ͘ 'ŝǀĞŶ ƚŚŝƐ ĨĂĐƚ͕ LJŽƵƌ ůŽĐĂů ĐŝƚLJƉĞƌŵŝƫŶŐ ŽĸĐĞ ŵĂLJ ƌĞƋƵĞƐƚĂŶĂŝƌƐƉĂĐĞƐƵďŵŝƩĂůĂƐĂƉĂƌƚŽĨƚŚĞŝƌƉĞƌŵŝƚƉƌŽĐĞƐƐ͕ŝŶǁŚŝĐŚƚŚĞ&ǁŝůů WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐ  ϲ  ƌĞǀŝĞǁĂŶĚĚĞƚĞƌŵŝŶĞŝĨƚŚĞƉƌŽƉŽƐĞĚƉƌŽũĞĐƚŚĂƐĞůĞŵĞŶƚƐĚĞĞŵĞĚŚĂnjĂƌĚŽƵƐƚŽĂŝƌ ŶĂǀŝŐĂƟŽŶ͘ƐŚĂƐďĞĞŶŵĞŶƟŽŶĞĚƉƌĞǀŝŽƵƐůLJ͕&ŽďƐƚƌƵĐƟŽŶĞǀĂůƵĂƟŽŶƉƌŽĐĞƐƐĞƐĂƌĞ ƌĞƋƵŝƌĞĚďLJĨĞĚĞƌĂůƌĞŐƵůĂƟŽŶƐĂŶĚǁŽƵůĚƐƟůůŚĂǀĞŽĐĐƵƌƌĞĚĞǀĞŶŝĨƚŚĞ:ŚĂĚŶŽƚ ƉƌŽƉŽƐĞĚĂƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͘  dŚĞƚLJƉŝĐĂůůŝŐŚƟŶŐĨĞĂƚƵƌĞƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƌĞƐŝĚĞŶƟĂůƉƌŽƉĞƌƟĞƐ;Ğ͘Ő͕͘ŚŽƵƐĞůŝŐŚƚƐ͕ ƐĐŽŶĐĞƐ͕ďĂĐŬLJĂƌĚŇŽŽĚůŝŐŚƚƐ͕ĂŶĚŚŽůŝĚĂLJůŝŐŚƟŶŐͿĂƌĞŶŽƚůŝŬĞůLJƚŽŵĞĞƚƚŚĞƐƚĂŶĚĂƌĚ ĚĞƐĐƌŝďĞĚ ŝŶ ƚŚĞ ŽƌĚŝŶĂŶĐĞ ĂƐ ĐŽŶƐƟƚƵƟŶŐ ĂŶ ŝŵƉĞƌŵŝƐƐŝďůĞ ƵƐĞ͘,ĂnjĂƌĚŽƵƐ ůŝŐŚƟŶŐ ƐŝƚƵĂƟŽŶƐŽĨƚŚĞƚLJƉĞĐŽŶƚĞŵƉůĂƚĞĚďLJƚŚĞŽƌĚŝŶĂŶĐĞƵƐƵĂůůLJŽĐĐƵƌǁŝƚŚůĂƌŐĞ͕ŶŽŶͲ ƌĞƐŝĚĞŶƟĂů͕ůŝŐŚƟŶŐŝŶƐƚĂůůĂƟŽŶƐ͘^ŝŵŝůĂƌůLJ͕ƚLJƉŝĐĂů͕ƌĞƐŝĚĞŶƟĂůƐŽůĂƌŝŶƐƚĂůůĂƟŽŶƐĂƌĞŶŽƚ ůŝŬĞůLJƚŽďĞŝŵƉĞƌŵŝƐƐŝďůĞƵƐĞƐ͘/ŶĞŝƚŚĞƌĐĂƐĞ͕ŚŽǁĞǀĞƌ͕ƚŚĞ:ĐĂŶŶŽƚŐƵĂƌĂŶƚĞĞƚŚĂƚ ƚŚĞ ƉĂƌƟĐƵůĂƌ ĐŽŶĚŝƟŽŶƐ ĂƐƐŽĐŝĂƚĞĚ ǁŝƚŚ Ă ƌĞƐŝĚĞŶƟĂů ƉƌŽũĞĐƚ ǁŝůůŶŽƚŐŝǀĞƌŝƐĞƚŽĂ ĚĞƚĞƌŵŝŶĂƟŽŶƚŚĂƚƚŚĞƉƌŽũĞĐƚǁŽƵůĚĐƌĞĂƚĞĂŶŝŵƉĞƌŵŝƐƐŝďůĞƵƐĞ͘  ϵ͘ ůĂƌŝƚLJŽĨKƌĚŝŶĂŶĐĞdĞdžƚʹdŚĞ:ĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚƚŚĞƚĞdžƚŽĨƚŚĞŽƌĚŝŶĂŶĐĞŝƐ ŝŶǀŽůǀĞĚĂŶĚĐĂŶďĞĚŝĸĐƵůƚĨŽƌƌĞƐŝĚĞŶƚƐƚŽŝŶƚĞƌƉƌĞƚ͘dŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐ KƌĚŝŶĂŶĐĞ ǁĂƐ ĚĞƐŝŐŶĞĚ ďLJ ƚŚĞ : ƚŽ ŐƵŝĚĞ ƚŚĞ ĐŝƟĞƐ͕ ĂƐ ĂĚŵŝŶŝƐƚƌĂƚŽƌƐ ŽĨ ƚŚĞ ŽƌĚŝŶĂŶĐĞ͕ŝŶƚŚĞŝƌĂƉƉůŝĐĂƟŽŶŽĨŝƚƐƉƌŽǀŝƐŝŽŶƐ͘ƐƐƵĐŚ͕ƚŚĞĂƵĚŝĞŶĐĞĨŽƌƚŚĞƚĞdžƚŝƐƚŚĞ ƉƌŽĨĞƐƐŝŽŶĂůƐƚĂīĞŵƉůŽLJĞĚďLJĐŝƟĞƐƚŽĂĚŵŝŶŝƐƚĞƌnjŽŶŝŶŐƉƌŽŐƌĂŵƐ͘/ŶĂĚĚŝƟŽŶ͕ƚŚĞƌĂŌ ƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞǁĂƐĚƌĂŌĞĚďLJƚŚĞ:ŝŶĂŵĂ ŶŶĞƌĂůůŽǁŝŶŐƌĞĂƐŽŶĂďůĞ ŇĞdžŝďŝůŝƚLJŽŶƚŚĞƉĂƌƚŽĨƚŚĞƐĞĂĚŵŝŶŝƐƚƌĂƚŽƌƐ͕ǁŚŝůĞƐƚĂLJŝŶŐĐŽŶƐŝƐƚĞŶƚǁŝƚŚƚŚĞŝŶƚĞŶƚŽĨ ĂŝƌƉŽƌƚnjŽŶŝŶŐƚŽĞŶƐƵƌĞĂƌĞĂƐŽŶĂďůĞůĞǀĞůŽĨƐĂĨĞƚLJ͘/ĨĂŶLJĐŽŵŵĞŶƚĞƌŚĂƐĂƋƵĞƐƟŽŶ ĂďŽƵƚƚŚĞĂƉƉůŝĐĂƟŽŶŽĨĂŶLJƐƉĞĐŝĮĐƉƌŽǀŝƐŝŽŶ͕ƚŚĞ:ǁŽƵůĚƌĞĐŽŵŵĞŶĚƚŚĂƚƚŚĞ ĐŽŵŵĞŶƚĞƌƌĞĂĐŚŽƵƚƚŽŚŝƐŽƌŚĞƌĐŝƚLJ͛ƐnjŽŶŝŶŐĂĚŵŝŶŝƐƚƌĂƚŽƌ͘     WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐϭŽŵŵĞŶƚƐĂŶĚ^ƉĞĐŝĮĐZĞƐƉŽŶƐĞƐŽŵŵĞŶƚƐƌĞĐĞŝǀĞĚĚƵƌŝŶŐƚŚĞŝŶŝƚŝĂůĐŽŵŵĞŶƚƉĞƌŝŽĚ;&ĞďƌƵĂƌLJϳ͕ϮϬϮϯƚŚƌŽƵŐŚDĂƌĐŚϴ͕ϮϬϮϯͿŽĨWƵďůŝĐ,ĞĂƌŝŶŐηϭ͕ǁŚŝĐŚǁĂƐƐĐŚĞĚƵůĞĚĨŽƌ&ĞďƌƵĂƌLJϮϯ͕ϮϬϮϯďƵƚƵůƚŝŵĂƚĞůLJƉŽƐƚƉŽŶĞĚƚŽƉƌŝůϭϵ͕ϮϬϮϯĚƵĞƚŽǁĞĂƚŚĞƌ͘ŽŵŵĞŶƚĞƌĂƚĞZĞĐĞŝǀĞĚ/^ƵďũĞĐƚZĞƐƉŽŶƐĞ>ƵŝƐKƌŽnjĐŽ;ŵĂŝůͿϮͬϭϱͬϮϬϮϯ ϭtĞ͛ƌĞůŽĐĂƚĞĚĂƚϲϭϭϵ^ĐŽƚƚǀĞE͘tŽƵůĚƚŚĞĂŝƌƉŽƌƚĞdžƉĂŶƐŝŽŶůĞĂĚƚŽĂďƵLJŽƵƚŽĨŽƵƌŚŽŵĞĚƵĞƚŽƚŚĞĞdžƉĂŶƐŝŽŶ͍,ŽƉĞĂůůŝƐǁĞůůĂŶĚƚŚĂŶŬLJŽƵĨŽƌLJŽƵƌƚŝŵĞ͊^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϳ͘ĞĐĂƵƐĞƚŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞĚŽĞƐŶŽƚĐĂƵƐĞĂŶLJĞdžƉĂŶƐŝŽŶŽĨƚŚĞĂŝƌƉŽƌƚŽƌĂŶLJŽƚŚĞƌĂŝƌƉŽƌƚƉƌŽũĞĐƚ͕ƚŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞǁŝůůŶŽƚůĞĂĚƚŽƚŚĞďƵLJŽƵƚŽĨĂŶLJƉƌŽƉĞƌƚŝĞƐ͘:ŽĂŶŶĞĞƌŐƌĞŶ;sŽŝĐĞŵĂŝůͿϮͬϭϲͬϮϬϮϯ Ϯ,ĞLJ͕ZĞďĞĐĐĂ͕ƚŚŝƐŝƐ:ŽĂŶŶĞĞƌŐƌĞŶ͘/΀ŚĂǀĞůŝǀĞĚďLJ΁ƚŚĞŚƌLJƐůĞƌWĂƌŬĨŽƌĂďŽƵƚϯϬƐŽŵĞLJĞĂƌƐŶŽǁ͘tĞΖƌĞŽŶϲϰϮϱ&ůŽƌŝĚĂ͘΀͙΁͘/ƚŚŝŶŬƚŚĂƚǁĞŐŽƚƚŚĞŵĂŝůŝŶŐƚŽĚĂLJĂďŽƵƚĂƉŽƐƐŝďůĞnjŽŶŝŶŐŽƌĚŝŶĂŶĐĞ͘/ƚŚŝŶŬŝƚƐŚŽƵůĚďĞǁƌŝƚƚĞŶŵŽƌĞŝŶůĂLJŵĂŶ΀͛Ɛ΁ƚĞƌŵƐ͘/ĂůƐŽǁĞŶƚŽŶƚŚĞŵĞƚƌŽĂŝƌƉŽƌƚƐ͘ŽƌŐĚŽĐƵŵĞŶƚƐĂŶĚ/ΖŵĂĐŽůůĞŐĞŐƌĂĚƵĂƚĞͶ/ĂĐƚƵĂůůLJǁŽƌŬŝŶůŝŬĞůĞŐĂůĂŶĚĐŽŶƚƌĂĐƚƐͶĂŶĚŝƚΖƐǀĞƌLJĐŽŶĨƵƐŝŶŐ͘ŶĚ/ũƵƐƚǁĂŶƚƚŽĐůĂƌŝĨLJ͕ĂƌĞLJŽƵŐƵLJƐŐŽŝŶŐƚŽďĞƚĂŬŝŶŐĚŽǁŶƚƌĞĞƐŝŶŽƵƌLJĂƌĚƚŚĂƚĂƌĞĂďŽǀĞĂĐĞƌƚĂŝŶŚĞŝŐŚƚ͍,ŽǁǁŝůůƚŚĂƚĂĨĨĞĐƚƵƐ͍ŶĚŝĨƚŚĞLJĂƌĞ͕ĚŽĞƐƚŚĞŚŽŵĞŽǁŶĞƌŚĂǀĞƚŽƉĂLJĨŽƌƚŚĂƚ͍΀͙΁͘dŚĂŶŬLJŽƵ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϵ͘tŝƚŚƌĞƐƉĞĐƚƚŽƚƌĞĞƐ͕ƐĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϱ͘ŵLJ,;ŵĂŝůͿϮͬϭϵͬϮϬϮϯ ϯ/ǁĂƐĂďůĞƚŽǀŝĞǁƚŚĞĚŽĐƵŵĞŶƚ͕ĂŶĚŵLJŚŽƵƐĞŝƐůĂďĞůůĞĚĂƐŵĂdžŝŵƵŵϭϬϭͲϭϱϬĨĞĞƚǁŝƚŚŽƵƚĂƉĞƌŵŝƚ͘'ŽŽŐůĞƐĂLJƐƚǁŽͲƐƚŽƌLJŚŽƵƐĞƐĂƌĞĂďŽƵƚϯϱĨĞĞƚ͘dŚĞŵĂdžŝŵƵŵŚĞŝŐŚƚŽĨĂŶLJƚƌĞĞƐƉĞĐŝĞƐ/ƉůĂŶƚŝƐĂďŽƵƚϱϬĨĞĞƚ͕ƐŽ/ĐĂŶΖƚŝŵĂŐŝŶĞĂŶLJƐĐĞŶĂƌŝŽǁŚĞƌĞ/ΖĚďĞĂŶLJǁŚĞƌĞĐůŽƐĞƚŽŶĞĞĚŝŶŐĂƉĞƌŵŝƚŽƌďĞŝŶĐŽŶĨůŝĐƚǁŝƚŚƚŚĞĂŝƌƉŽƌƚ͘ŶĚŝĨƐŽŵĞƚŝŵĞŝŶƚŚĞĚŝƐƚĂŶƚĨƵƚƵƌĞ͕ƚŚĞǀĂůƵĞŽĨƚŚĞƐĞƉƌŽƉĞƌƚŝĞƐŝƐŽŶůLJƚŽƚĞĂƌĚŽǁŶĂŶĚďƵŝůĚĂƚǁŽͲƐƚŽƌLJŚŽŵĞ͕ƚŚĞƌĞǁŽŶΖƚďĞĂŶLJŝƐƐƵĞ͘/ůŽǀĞŚĂǀŝŶŐƚŚĞĂŝƌƉŽƌƚƚŚĞƌĞ͕ďĞĐĂƵƐĞ/ĞŶũŽLJƐĞĞŝŶŐƚŚĞƉůĂŶĞƐĐŽŵĞŽǀĞƌ͘dŚĞLJĐŽŵĞĂůŵŽƐƚĚŝƌĞĐƚůLJŽǀĞƌŵĞ͕ĂŶĚ/ΖǀĞŐŽƚƚĞŶƚŽƐĞĞƐŽŵĞƌĞĂůůLJĐŽŽůƉůĂŶĞƐŽǀĞƌƚŚĞLJĞĂƌƐ͘^ŝŶĐĞŝƚΖƐĂƐŵĂůůĞƌĂŝƌƉŽƌƚ͕ũĞƚƐĚŽŶΖƚůĂŶĚŚĞƌĞ͕ƐŽƚŚĞĂŵŽƵŶƚŽĨŶŽŝƐĞŝƐƌĞĂƐŽŶĂďůĞŵŽƐƚŽĨƚŚĞƚŝŵĞ͘/ΖĚŶĞǀĞƌǁĂŶƚƚŽůŝǀĞǁŚĞƌĞ/ǁĂƐŐĞƚƚŝŶŐŶŽŝƐĞĨƌŽŵƉůĂŶĞƐůĂŶĚŝŶŐĂƚD^W͕ďƵƚďĞŝŶŐŶĞĂƌƌLJƐƚĂůŝƐĨƵŶ͘ŽŵŵĞŶƚĂĐŬŶŽǁůĞĚŐĞĚ͘EŚŝsƵŽŶŐ;ŵĂŝůͿϮͬϮϰͬϮϬϮϯ ϰ/ΖŵEŚŝEŐƵLJĞŶ͕ĂĐŽŶƐƚŝƚƵĞŶƚŽĨDŝŶŶĞƐŽƚĂΖƐϱƚŚĐŽŶŐƌĞƐƐŝŽŶĂůĚŝƐƚƌŝĐƚ͘/ůŝǀĞŽŶĂƐƐ>ĂŬĞZĚ͕ĂůƐŽŬŶŽǁŶĂƐϱϲƚŚǀĞE͕ŝŶƌLJƐƚĂůǁŚŝĐŚŝƐƌŝŐŚƚďĞŚŝŶĚƚŚĞƌLJƐƚĂůŝƌƉŽƌƚ͘/ǁŽƵůĚůŝŬĞƚŽƌĂŝƐĞĂĐŽŶĐĞƌŶĂďŽƵƚƚŚĞǀŝŽůĂƚŝŽŶŽĨŵLJůĂŶĚƵƐĞƌŝŐŚƚƐŽŶŵLJƉƌŽƉĞƌƚLJ͘ƐƚŚĞƌLJƐƚĂůŝƌƉŽƌƚƉƌŽƉŽƐĞĚƚŚĞĚƌĂĨƚƚŽůŝŵŝƚƚŚĞŚĞŝŐŚƚŽĨĐŽŶƐƚƌƵĐƚŝŽŶƐĂŶĚǀĞŐĞƚĂƚŝŽŶĂŶĚƉƌŽŚŝďŝƚůĂŶĚƵƐĞƐƚŚĂƚŝŶƚĞƌĨĞƌĞǁŝƚŚƚŚĞŝƌŽƉĞƌĂƚŝŽŶƐǁŝƚŚŽƵƚƐƉĞĐŝĨLJŝŶŐǁŚĂƚƵƐĞƐ͘/ŚŽƉĞĞůĞĐƚĞĚŽĨĨŝĐŝĂůƐǁŝůůĞŵĂŝůƌĞďĞĐĐĂ͘ƚŽǁŶƐĞŶĚΛŵƐƉŵĂĐ͘ŽƌŐŽŶŵLJďĞŚĂůĨƚŽƉƌŽƚĞĐƚƌLJƐƚĂůΖƐƌĞƐŝĚĞŶƚƐΖƌŝŐŚƚƐ͘/ĂƚƚĂĐŚĞĚƚŚĞůĞƚƚĞƌƚŚĂƚƌLJƐƚĂů:ŽŝŶƚŝƌƉŽƌƚŽŶŝŶŐŽĂƌĚƐĞŶƚŽƵƚŽŶtĞĚŶĞƐĚĂLJ͕&ĞďϮϮŶĚ͕ǁŚŝĐŚǁĂƐŽŶĞĚĂLJďĞĨŽƌĞƚŚĞŝƌŚĞĂƌŝŶŐ͘ĂƐĞĚƵƉŽŶƉƵďůŝĐƌĞĐŽƌĚƐ͕ŝƚĂƉƉĞĂƌƐ ƚŚĂƚƚŚĞĐŽŵŵĞŶƚĞƌ͛ƐƉƌŽƉĞƌƚLJǁŽƵůĚďĞƐƵďũĞĐƚƚŽĂŚĞŝŐŚƚƌĞƐƚƌŝĐƚŝŽŶŽĨϭϭϰ͛ƵŶĚĞƌƚŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͕ǁĞůůĂďŽǀĞƚŚĞŵĂdžŝŵƵŵĐŽŶƐƚƌƵĐƚŝŽŶŚĞŝŐŚƚƐĐƵƌƌĞŶƚůLJƉĞƌŵŝƚƚĞĚƵŶĚĞƌĞdžŝƐƚŝŶŐ͕ĐŝƚLJŽƌĚŝŶĂŶĐĞƐ͘dŚĞůĂŶĚƵƐĞƌĞƐƚƌŝĐƚŝŽŶƐƉƌŽƉŽƐĞĚŝŶƚŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞĐĂŶďĞĨŽƵŶĚŝŶ^ĞĐƚŝŽŶs͘;ͿŽĨƚŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽƐ͘ϭĂŶĚϰ͘ůĞĐƚĞĚŽĨĨŝĐŝĂůƐŝŶĞĂĐŚŽĨƚŚĞũƵƌŝƐĚŝĐƚŝŽŶƐĂĨĨĞĐƚĞĚďLJƚŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞǁĞƌĞŐŝǀĞŶƚŚĞŽƉƉŽƌƚƵŶŝƚLJƚŽƉĂƌƚŝĐŝƉĂƚĞŝŶƚŚĞĨŽƌŵĂƚŝŽŶŽĨƚŚĞ:͕ƉĂƌƚŝĐŝƉĂƚĞŝŶƚŚĞ:͛ƐĚĞůŝďĞƌĂƚŝǀĞǁŽƌŬ͕ĂŶĚĂƚƚĞŶĚŵĞĞƚŝŶŐƐŽĨƚŚĞ:͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϯ͘EŽƚŝĐĞƐĨŽƌƚŚĞƐĐŚĞĚƵůĞĚ͕ďƵƚĐĂŶĐĞůůĞĚ͕&ĞďƌƵĂƌLJϮϯ͕ϮϬϮϯ͕WƵďůŝĐ,ĞĂƌŝŶŐǁĞƌĞŵĂŝůĞĚŽŶ&ĞďƌƵĂƌLJϵ͕ϮϬϮϯ͕ŝŶĂĐĐŽƌĚǁŝƚŚDŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐ͕ƐĞĐƚŝŽŶϯϲϬ͘Ϭϲϱ͘ WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐϮŽŵŵĞŶƚƐƌĞĐĞŝǀĞĚĚƵƌŝŶŐƚŚĞƌĞƐĐŚĞĚƵůĞĚƉƵďůŝĐĐŽŵŵĞŶƚƉĞƌŝŽĚ;Ɖƌŝůϰ͕ϮϬϮϯ͕ƚŚƌŽƵŐŚDĂLJϯ͕ϮϬϮϯͿĨŽƌWƵďůŝĐ,ĞĂƌŝŶŐηϭĐŽŵƉůĞƚĞĚŽŶƉƌŝůϭϵ͕ϮϬϮϯ͘ŽŵŵĞŶƚĞƌĂƚĞZĞĐĞŝǀĞĚ/^ƵďũĞĐƚZĞƐƉŽŶƐĞ:ĞƌƌLJ;ŵĂŝůͿϰͬϭϰͬϮϬϮϯ ϱĂŶLJŽƵƉƌŽǀŝĚĞĂŶLJĂƐƐƵƌĂŶĐĞƚŽŵĞ͕ĂƌLJƐƚĂůƌĞƐŝĚĞŶƚ͕ƚŚĂƚ/ǁŝůůŶŽƚďĞĨŽƌĐĞĚƚŽĐƵƚŵLJƚƌĞĞƐĂƚŵLJŽǁŶĞdžƉĞŶƐĞŽŶLJŽƵƌďĞŚĂůĨ͍/ƐƵƐƉĞĐƚƚŚĂƚƚŚĞƉƌŽƉŽƐĞĚŽƌĚŝŶĂŶĐĞŝƐĂǁĂLJŽĨƐŬŝƌƚŝŶŐƚŚĞĞĂƐĞŵĞŶƚŶŽƌŵŝŶƚŚŝƐĐŽƵŶƚƌLJǁŚĞƌĞĨƵŶĚƐĂƌĞƉƌŽǀŝĚĞĚĨŽƌƚŚĞĐƵƚƚŝŶŐŽĨƚƌĞĞƐǁŝƚŚƌĞĐŽŵƉĞŶƐĞĨŽƌƚŚĞǁŽŽĚΖƐǀĂůƵĞ͘dŚŝƐĚƌĂĨƚĞĚŽƌĚŝŶĂŶĐĞŚĂƐΗĨŽƵůΗǁƌŝƚƚĞŶĂůůŽǀĞƌŝƚ͕ĂŶĚĨƵƌƚŚĞƌ͕/ďĞůŝĞǀĞŽƵƌ'ǁŽƵůĚĂŐƌĞĞ͘ŶĚƐŽǁŽƵůĚĂŶLJĐŝǀŝůĐŽƵƌƚŝŶƚŚŝƐůŽǀĞůLJ͕ĞƋƵŝƚĂďůĞƐƚĂƚĞŽĨKhZ^͘ŶLJĨĞĞĚďĂĐŬǁŽƵůĚďĞĂƉƉƌĞĐŝĂƚĞĚ͘^ŝŐŶĞĚ͕ĂƉƌŽƵĚĐŝƚŝnjĞŶǁŚŽǀĂůƵĞƐƉƌŽƉĞƌƚLJƌŝŐŚƚƐĂƐƐĂĐƌĞĚĂŶĚƉĞƌƚŝŶĞĞƌ΀ƐŝĐ΁ŝŶĂůŝĞŶĂďůĞ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϱ͘ŵďĞƌĂůůǁĞŐ;ŵĂŝůͿϰͬϭϰͬϮϬϮϯ ϲ,ĞůůŽ͕^ĞĐƌĞƚĂƌLJƚŽƚŚĞƌLJƐƚĂů:ŽŝŶƚŝƌƉŽƌƚŽŶŝŶŐŽĂƌĚͲ/ŚĂĚŶŽƚŝŶƚĞŶĚĞĚƚŽŵĂŬĞĂĐŽŵŵĞŶƚŽŶƚŚĞĐŚĂŶŐĞƚŽƚŚĞnjŽŶŝŶŐŽĨƚŚĞĂŝƌƉŽƌƚ͘/ƵŶĚĞƌƐƚĂŶĚƚŚĞƌĞĂƌĞƐĂĨĞƚLJƌĞĂƐŽŶƐĨŽƌŝƚ͕ĂŶĚƚŚĞĂŝƌƉŽƌƚŝƐĂŶŝŵƉŽƌƚĂŶƚƉĂƌƚŽĨŽƵƌĐŽŵŵƵŶŝƚLJ͘,ŽǁĞǀĞƌ͕/ǁŽƵůĚůŝŬĞƚŽŵĂŬĞĐĞƌƚĂŝŶƚŽŵĂŬĞŝƚŬŶŽǁŶ/ĂŵŶŽƚŝŶĨĂǀŽƌŝĨƚŚĞĐŚĂŶŐĞŝŶƚŚĞnjŽŶŝŶŐŵĞĂŶƐƚŚĞƌĞĐĞŶƚůLJŝŶĐƌĞĂƐĞĚůŽǁĨůŝŐŚƚƐ;ďƵnjnjŝŶŐͿŽǀĞƌŵLJŶĞŝŐŚďŽƌŚŽŽĚ;ĚŝƌĞĐƚůLJƐŽƵƚŚͿǁŝůůĐŽŶƚŝŶƵĞŽƌďĞĐŽŵĞǁŽƌƐĞ͘dŚŝƐƉƌĞǀŝŽƵƐůLJŽŶůLJŚĂƉƉĞŶĞĚŽŶĐĞĞǀĞƌLJĨĞǁŵŽŶƚŚƐ͕ǁŚĞƌĞ/ǁŽƵůĚǁƌŝƚĞŝƚŽĨĨƚŽĂŶĞǁƐƚƵĚĞŶƚĂƚƚŚĞĨůŝŐŚƚƐĐŚŽŽů͘/ƚŚĂƐďĞĞŶŚĂƉƉĞŶŝŶŐĂƚůĞĂƐƚŽŶĐĞƉĞƌĚĂLJĨŽƌƚŚĞƉĂƐƚǁĞĞŬ͕ŝŶƚŚĞĂĨƚĞƌŶŽŽŶƐ͕ŝŶĐůƵĚŝŶŐĂƚϮ͗ϱϮWDƚŽĚĂLJ͘DĂŶLJĚĂLJƐ/ĚŽŶŽƚŚĞĂƌĂŶLJĂŝƌƚƌĂĨĨŝĐ͕ĂŶĚƚŚĞŶƚLJƉŝĐĂůůLJ͕ŽŶůLJŚĞůŝĐŽƉƚĞƌƐƌĞƚƵƌŶŝŶŐĨƌŽŵEŽƌƚŚDĞŵŽƌŝĂůĐĂƚĐŚŵLJĂƚƚĞŶƚŝŽŶ͕ďĞĐĂƵƐĞƚŚĞLJĨůLJƉƌĞƚƚLJĚŝƌĞĐƚůLJŽǀĞƌŵLJƉƌŽƉĞƌƚLJ͘/ŚĂǀĞĐŽŶƐŝĚĞƌĞĚŵLJƐĞůĨďůĞƐƐĞĚƚŽůŝǀĞƐŽĐůŽƐĞƚŽƚŚĞĂŝƌƉŽƌƚǁŝƚŚĨĂŝƌůLJůŝƚƚůĞĚŝƐƚƵƌďĂŶĐĞ͕ďƵƚƚŚŝƐŶĞǁƌŽƵƚŝŶĞŝƐƐŚĂŬŝŶŐƚŚĞǁŝŶĚŽǁƐĂŶĚŝƚĞŵƐŝŶŵLJŚŽŵĞĂŶĚĚŝƐƌƵƉƚŝŶŐŵLJǁŽƌŬ͘ŐĂŝŶ͕/ĚŽŶŽƚǁĂŶƚƚŽƐƚĂŶĚŝŶƚŚĞǁĂLJŽĨŝŵƉƌŽǀĞĚƐĂĨĞƚLJĨŽƌƚŚĞƉŝůŽƚƐ͕ĂŝƌƉŽƌƚĐƌĞǁ͕ŽƌƉƵďůŝĐ͕ďƵƚ/ǁŽƵůĚůŝŬĞƚŽŵĂŬĞƐƵƌĞƚŽƌĞŐŝƐƚĞƌĂĐŽŶĐĞƌŶĂďŽƵƚƚŚĞƉŽƐƐŝďŝůŝƚLJŽĨŝŶĐƌĞĂƐĞĚŶŽŝƐĞĂŶĚĚŝƐƚƵƌďĂŶĐĞƚŽƚŚĞƐƵƌƌŽƵŶĚŝŶŐĐŽŵŵƵŶŝƚLJ͕ĂƐ/ΖǀĞďĞĞŶǀĞƌLJƌĞĐĞŶƚůLJƌĞŵŝŶĚĞĚŵŝŐŚƚďĞĂŶŝƐƐƵĞǁŝƚŚƚŚŝƐĐŚĂŶŐĞ͘dŚĂŶŬLJŽƵĨŽƌƚĂŬŝŶŐŵLJĐŽŶĐĞƌŶŝŶƚŽĐŽŶƐŝĚĞƌĂƚŝŽŶ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϲ͘ĂǀŝĚƵŵŵŝŶŐƐ;WƵďůŝĐ,ĞĂƌŝŶŐ͕tƌŝƚƚĞŶͿϰͬϭϵͬϮϬϮϯ ϳ>ĞƚƚĞƌƐĞŶƚƚŽƌĞƐŝĚĞŶƚƐǁĂƐǀĂŐƵĞ͕ĂŶĚĐŽŶĨƵƐŝŶŐŽŶǁŚĂƚĞdžĂĐƚůLJǁĂƐďĞŝŶŐnjŽŶĞĚĂŶĚŚŽǁƚŚĂƚǁŽƵůĚĂĨĨĞĐƚƌĞƐŝĚĞŶƚƐ͘ŵĂŝůƚŚĂƚǁĂƐƉƌŽǀŝĚĞĚƚŽƌĞƐŝĚĞŶƚƐŝŶůĞƚƚĞƌďŽƵŶĐĞĚďĂĐŬĞŵĂŝůƐ͘ůŝŶŬŽƌYZĐŽĚĞĞdžƉůĂŝŶŝŶŐĐŚĂŶŐĞƐǁŽƵůĚŚĂǀĞďĞĞŶďĞŶĞĨŝĐŝĂů͘dŚŝƐǁŽƵůĚďĞĞĂƐŝĞƌƚŚĂŶŐŽŝŶŐƚŽƚŚĞůŝŶŬƉƌŽǀŝĚĞĚĂŶĚĨŝŶĚŝŶŐƚŚĞŽƌĚŝŶĂŶĐĞ͘ĐƚƵĂůŽƌĚŝŶĂŶĐĞŝƐǀĂŐƵĞĂŶĚƵŶƐƉĞĐŝĨŝĐ͕ǁŚĂƚŝƐƚŽŽŚŝŐŚĨŽƌĂƚƌĞĞ͍ǁŚĂƚůŝŐŚƚƐĂƌĞŶŽƚĂůůŽǁĞĚǁŚĞƌĞ͍^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞ EŽ͘ϵ͘dŚĞ:ĂƉŽůŽŐŝnjĞƐĨŽƌƚŚĞĞƌƌŽƌ͕ǁŚŝĐŚƌĞƐƵůƚĞĚŝŶƚŚĞďŽƵŶĐĞĚďĂĐŬĞŵĂŝů͘WůĞĂƐĞŶŽƚĞƚŚĂƚƚŚŝƐĞƌƌŽƌǁĂƐĐŽƌƌĞĐƚĞĚĂƐƐŽŽŶĂƐŝƚǁĂƐĚŝƐĐŽǀĞƌĞĚ͘ŽŵŵĞŶƚĂĐŬŶŽǁůĞĚŐĞĚ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽƐ͘ϵĂŶĚϱ͘:ŽŚŶƵĚnjŝƐnjĞǁƐŬŝ;WƵďůŝĐ,ĞĂƌŝŶŐ͕tƌŝƚƚĞŶͿϰͬϭϵͬϮϬϮϯ ϴŽŶĐĞƌŶĞĚƚŚĂƚƚŚĞ:ŽŵŵŝƐƐŝŽŶǁŝůůƚƌLJƚŽŶƵůůŝĨLJŽƵƌWůĂŶŶĞĚdŽǁŶĞŶƚĞƌKƌĚŝŶĂŶĐĞƐĂŶĚƐƚŝĨůĞŽƵƌŽǀĞƌĂůůŐƌŽǁƚŚ͘/ƌĞĐŽŵŵĞŶĚƚŚĂƚƚŚĞĐŽŵŵŝƐƐŝŽŶŵĞĞƚǁŝƚŚŽƵƌƌLJƐƚĂůŝƚLJŽƵŶĐŝůƚŽĚŝƐĐƵƐƐƉƌŽƐĂŶĚĐŽŶƐŽĨƚŚĞƉƌŽƉŽƐĞĚ:ŽƌĚŝŶĂŶĐĞ͘dŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞŝƐŝŶƚĞŶĚĞĚƚŽĂĐŚŝĞǀĞĂ ƌĞĂƐŽŶĂďůĞůĞǀĞůŽĨƐĂĨĞƚLJǁŚŝůĞĐŽŶƐŝĚĞƌŝŶŐĐŽŵƉĂƚŝďůĞĐŽŵŵƵŶŝƚLJĚĞǀĞůŽƉŵĞŶƚ͘ĚĚŝƚŝŽŶĂůůLJ͕ƚŚĞƌĂĨƚƌLJƐƚĂůŽŶŝŶŐKƌĚŝŶĂŶĐĞŝƐŝŶƚĞŶĚĞĚƚŽǁŽƌŬŝŶƚĂŶĚĞŵǁŝƚŚƚŚĞƉƌĞͲĞdžŝƐƚŝŶŐnjŽŶŝŶŐ͕ŽŶůLJƐƵƉĞƌƐĞĚŝŶŐĂŶĞdžŝƐƚŝŶŐnjŽŶŝŶŐƌĞƐƚƌŝĐƚŝŽŶǁŚĞŶƚŚĞƌĂĨƚƌLJƐƚĂůŽŶŝŶŐKƌĚŝŶĂŶĐĞĐŽŶƚĂŝŶƐĂƐƚƌŝĐƚĞƌƌĞƐƚƌŝĐƚŝŽŶĂƉƉůŝĐĂďůĞƚŽƚŚĞƐĂŵĞƵƐĞ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽƐ͘ϭĂŶĚϰ͘ůĞĐƚĞĚŽĨĨŝĐŝĂůƐĨƌŽŵƌLJƐƚĂůƉĂƌƚŝĐŝƉĂƚĞĚŝŶƚŚĞĨŽƌŵĂƚŝŽŶŽĨƚŚĞ:͕ĚĞůĞŐĂƚĞĚƚŚĞŝƌƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐƚŽƉĂƌƚŝĐŝƉĂƚĞŝŶƚŚĞ:͛ƐĚĞůŝďĞƌĂƚŝǀĞǁŽƌŬ͕ĂŶĚĂƌĞƉĞƌŵŝƚƚĞĚƚŽĂƚƚĞŶĚŵĞĞƚŝŶŐƐŽĨƚŚĞ:͘ WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐϯ:ŽƐĞƉŚƵŶĐĂŶ;WƵďůŝĐ,ĞĂƌŝŶŐ͕sĞƌďĂůͿϰͬϭϵͬϮϬϮϯ ϵ/Ζŵ:ŽƐĞƉŚƵŶĐĂŶ͘/ƌĞƉƌĞƐĞŶƚŵLJƐĞůĨ͘/ΖŵĂůƐŽĂĐĞƌƟĮĞĚĂƌďŽƌŝƐƚǁŝƚŚ/^͘/ůŝǀĞĂƚϲϯϭϭsĞƌĂƌƵnjEŽƌƚŚ͕ƌŽŽŬůLJŶWĂƌŬ͕ƐŽũƵƐƚŽīƚŚĞƌƵŶǁĂLJƚŚĞƌĞŽŶϲϯƌĚ͘DLJĐŽŵŵĞŶƚƐƚŚŝƐĞǀĞŶŝŶŐĂƌĞĂďŽƵƚƚŚĞƚƌĞĞƐ͕ŽĨĐŽƵƌƐĞ͕ĂŶĚŵLJĐŽŶĐĞƌŶǁŝƚŚƚŚĞƌĞŵŽǀĂůŽĨƚŚĞƚƌĞĞƐ͘zŽƵĂůƌĞĂĚLJŚĂǀĞĂƉƌĞƩLJůĂƌŐĞŚĞĂƚƐŝŶŬƚŚĞƌĞǁŝƚŚƐƵĐŚĂůĂƌŐĞĂƌĞĂ͕ƵŶĚĞƌƐƚĂŶĚĂďůLJ͘Ƶƚ/ΖŵĂůŝƩůĞĐƵƌŝŽƵƐĂďŽƵƚƚŚĂƚĂƐĨĂƌĂƐƚŚĂƚŚĞĂƚƐŝŶŬ͕ƚŚĞŶ͕ũƵƐƚĞŶůĂƌŐŝŶŐǁŝƚŚƚŚĞƌĞŵŽǀĂůŽĨƚƌĞĞƐ͕ŝĨƚŚĂƚΖƐŝŶĚĞĞĚƚŚĞƉůĂŶ͘/ĚŽŶΖƚͲͲ/ĚŽŶΖƚŬŶŽǁĞdžĂĐƚůLJ͕ƚŽďĞŚŽŶĞƐƚǁŝƚŚLJŽƵ͘dŚĞĐĂƌďŽŶƐĞƋƵĞƐƚƌĂƟŽŶŽĨƚŚĞƚƌĞĞƐŝƐƌĞĂůůLJŝŵƉŽƌƚĂŶƚ͕ĂŶĚƐŽ/ĚŽŶΖƚŬŶŽǁŝĨŝŶƚŚĞƉůĂŶŶŝŶŐƚŚĂƚǁĂƐƚĂŬĞŶŝŶƚŽͲͲŝŶƚŽĂĐĐŽƵŶƚ͘ƵƚŵLJŝŵƉƌĞƐƐŝŽŶŝƐƚŚĂƚƚŚĞͲͲƚŚĞƌĞƐŚŽƵůĚďĞĨƵŶĚƐĂůůŽĐĂƚĞĚƚŽĂĐĂƌďŽŶďĂŶŬƚŽƉĂLJƚŚĂƚĨŽƌǁĂƌĚ͕ŽƌďĂĐŬǁĂƌĚ͕ǁŚŝĐŚĞǀĞƌǁĂLJLJŽƵǁĂŶƚƚŽůŽŽŬĂƚŝƚ͕ĨŽƌƚŚĞůŽƐƐŽĨƚŚĞĐĂƌďŽŶƐĞƋƵĞƐƚƌĂƟŽŶƚŚĂƚƚŚŽƐĞƚƌĞĞƐƉƌŽǀŝĚĞ͘^ŽŽĨĐŽƵƌƐĞƚŚŽƐĞůĂƌŐĞƌƚƌĞĞƐĂƌĞƚŚĞŽŶĞƐƚŚĂƚĂƌĞŚŽůĚŝŶŐƚŽŶƐŽĨĐĂƌďŽŶ͕ĂŶĚƐŽ/ĨĞĞůƚŚĂƚƚŚĂƚΖƐƉƌĞƩLJŝŵƉŽƌƚĂŶƚ͘/ƚŚŝŶŬǁĞŵĂLJďĞƚĂŬĞĂůŽŽŬĂƚƚŚĂƚ͘/ΖŵĂůŵŽƐƚĚŽŶĞ͘dŚĞƌĞŝƐĂŶĂƌďŽƌĞƚƵŵŽǀĞƌƚŚĞƌĞŽīͲͲŽŶ<LJůĂǁŶWĂƌŬ͕ĂŶĚƐŽ/ĚŽŶΖƚŬŶŽǁŝĨƚŚĂƚĐŽŵĞƐŝŶƚŽƉůĂLJ͘DŽƐƚŽĨƚŚĞƚƌĞĞƐŝŶƚŚĞƌĞĂƌĞƌĂƚŚĞƌůĂƌŐĞ͕ƉƌŽďĂďůLJϳϱĨĞĞƚ͕ƐŽŵĞǁŚĞƌĞŝŶƚŚĞƌĞ͖ĂŶĚ/ŬŶŽǁƚŚĂƚƚŚĞLJΖƌĞũƵƐƚŽīƚŚĞƌƵŶǁĂLJƚŚĞƌĞ͘ŶLJǁŽƌŬƚŚĂƚŝƐĚŽŶĞ͕/ĨĞĞůƚŚĂƚƚŚĞƌĞƐŚŽƵůĚďĞŽďǀŝŽƵƐůLJĂĐĞƌƟĮĞĚĂƌďŽƌŝƐƚŽƌĂŶƵƌďĂŶĨŽƌĞƐƚĞƌŽƌƐŽŵĞŽŶĞŽĨƚŚĂƚŶĂƚƵƌĞŽŶƐŝƚĞǁŚĞŶƚŚĞǁŽƌŬŝƐĚŽŶĞƐŽƚŚĂƚŝƚĐĂŶďĞĚŽŶĞ͕LJŽƵŬŶŽǁ͕ƚŚŽƵŐŚƞƵůůLJ͕ĂŶĚĂƉƉƌŽƉƌŝĂƚĞůLJĂƐĨĂƌĂƐƚŚĞĐƵƚƐ͕ĞƚĐĞƚĞƌĂ͕ĂŶĚŵĂŬŝŶŐŐŽŽĚƐĞůĞĐƟŽŶƐ͘^ŽƌĞĂůůLJƚŚĂƚΖƐĂůů/ŚĂǀĞƚŽƐĂLJ͘dŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞŽŶůLJƌĞƋƵŝƌĞƐƚŚĞƚƌŝŵŵŝŶŐŽƌƌĞŵŽǀĂůŽĨƚƌĞĞƐŝŶĐŝƌĐƵŵƐƚĂŶĐĞƐǁŚĞŶƚƌŝŵŵŝŶŐŽƌƌĞŵŽǀĂůǁĂƐĂůƌĞĂĚLJƌĞƋƵŝƌĞĚƵŶĚĞƌĨĞĚĞƌĂůƌĞŐƵůĂƚŝŽŶƐ͘KƚŚĞƌĞĨĨŽƌƚƐƚŽƌĞĚƵĐĞƚŚĞĐĂƌďŽŶĨŽŽƚƉƌŝŶƚĂƌĞŽƵƚƐŝĚĞƚŚĞƉƵƌǀŝĞǁŽĨƚŚĞ:͘,ŽǁĞǀĞƌ͕ƚŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞǁŽƵůĚŶŽƚƉƌŽŚŝďŝƚƚŚĞũƵƌŝƐĚŝĐƚŝŽŶƐ͕ŽƌƚŚĞŚŽŵĞŽǁŶĞƌ͕ĨƌŽŵƉůĂŶƚŝŶŐƌĞƉůĂĐĞŵĞŶƚƚƌĞĞƐ͕ŽƌŽƚŚĞƌǁŝƐĞŽĨĨƐĞƚƚŝŶŐƚŚĞĐĂƌďŽŶŝŵƉĂĐƚƐŽĨƌĞŵŽǀĂůŽƌƚƌŝŵŵŝŶŐ͘ƐƐŚŽǁŶŽŶƚŚĞDĂdžŝŵƵŵŽŶƐƚƌƵĐƚŝŽŶ,ĞŝŐŚƚtŝƚŚŽƵƚĂWĞƌŵŝƚŵĂƉƐĂƉƉĞŶĚĞĚƚŽƚŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͕ƚŚĞŵĂdžŝŵƵŵƚƌĞĞŚĞŝŐŚƚƐǁŝƚŚŝŶ<LJůĂǁŶWĂƌŬǁŽƵůĚƌĂŶŐĞĨƌŽŵϭϰϱƚŽϭϰϵĨĞĞƚ͘dŚŝƐŚĞŝŐŚƚǁĞůůĞdžĐĞĞĚƐƚŚĞƚLJƉŝĐĂůŵĂƚƵƌĞƚƌĞĞŚĞŝŐŚƚƐĨŽƌƚŚĞŝƌƉŽƌƚǀŝĐŝŶŝƚLJ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϱ͘ZŽŐĞƌDĐŽǁŶ;WƵďůŝĐ,ĞĂƌŝŶŐ͕sĞƌďĂůͿϰͬϭϵͬϮϬϮϯ ϭϬ/ĐĂŶΖƚƌĞĂůůLJƐƉĞĂŬŝŶƉƵďůŝĐ͘/ũƵƐƚǁĂƐŚŽƉŝŶŐƐŽŵĞŽŶĞǁŽƵůĚƐĂLJƚŚĂƚĂůŽƚŽĨŚŽŵĞŽǁŶĞƌƐĂƌĞƉĂLJŝŶŐƚŚĞƉƌŝĐĞĨŽƌĂůŝƩůĞďŝƚŽĨƌĞĐƌĞĂƟŽŶĂůƵƐĞŽĨĂŝƌƉůĂŶĞƐŇLJŝŶŐŽǀĞƌ͘ŶĚ/ƚŚŽƵŐŚƚ/ŚĂĚƐŽŵĞŽƚŚĞƌƚŚŽƵŐŚƚƐ͕ďƵƚƚŚĞLJΖƌĞŶŽƚĐŽŵŝŶŐƚŽŵĞ͘zĞĂŚ͕/ƚŚŝŶŬLJŽƵĐŽƵůĚŵŽǀĞƚŚĞŽƉĞƌĂƟŽŶƚŽŶŽŬĂŽƌ,ŽůŵĂŶŽƌͲͲƚŚĂƚΖƐŝƚ͘dŚĂŶŬƐ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞƐEŽƐ͘ϭĂŶĚϮ͘&ŽƌĞƐƚŝĚďŽ;WƵďůŝĐ,ĞĂƌŝŶŐ͕sĞƌďĂůͿϰͬϭϵͬϮϬϮϯ ϭϭ^ŽŵLJŶĂŵĞΖƐ&ŽƌĞƐƚŝĚďŽ͘/ΖŵĂĐŝƚLJĐŽƵŶĐŝůŽƌŚĞƌĞĂƚƌLJƐƚĂů͘/ƌĞƉƌĞƐĞŶƚ^ĞĐƟŽŶϮ͕ǁŚŝĐŚŝƐƚŚĞŶŽƌƚŚĞƌŶŚĂůĨŽĨƌLJƐƚĂů͘/ΖǀĞƌĞĐĞŝǀĞĚĂŶƵŵďĞƌŽĨƋƵĞƐƟŽŶƐĂŶĚĐŽŶĐĞƌŶƐĨƌŽŵĐŽŶƐƟƚƵĞŶƚƐĂďŽƵƚƚŚĞnjŽŶŝŶŐŽǀĞƌůĂLJƚŚĂƚΖƐďĞĞŶƉƌŽƉŽƐĞĚ͘ŶĚŽŶĞŽĨƚŚĞŬŝŶĚŽĨƋƵĞƐƟŽŶƐĂŶĚĐŽŶĐĞƌŶƐƚŚĂƚ/ŚĂǀĞƉĞƌƐŽŶĂůůLJŝƐƌĞůĂƚĞĚƚŽƚŚĂƚŽŶĞϮůĂŶĚƵƐĞ͕ƐƉĞĐŝĮĐĂůůLJůŽŽŬŝŶŐĂƚƐŽŵĞŽĨƚŚĞƌĞƐƚƌŝĐƟŽŶƐƚŚĂƚĂƌĞŽƵƚůŝŶĞĚŝŶƚŚĂƚŐĞŶĞƌĂůƌĞƐƚƌŝĐƟŽŶƐĐĂƚĞŐŽƌLJ͘&ŽƌŵĞ͕ƚŚĞLJĨĞĞůŽǀĞƌůLJďƌŽĂĚĂŶĚŽƉĞŶƚŽĂůŽƚŽĨŝŶƚĞƌƉƌĞƚĂƟŽŶ͕ǁŚŝĐŚǁŽƌƌŝĞƐŵĞ͕ĞƐƉĞĐŝĂůůLJŝŶƚŚĂƚƉƌĞƐĞŶƚĂƟŽŶǁŚĞƌĞLJŽƵŵĞŶƟŽŶĞĚƚŚĂƚƚŚĞƌĞŵŝŐŚƚďĞĂ^ĞĞ'ĞŶĞƌĂůŽŵŵĞŶƚEŽ͘ϵ WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐϰƌĞƐƚƌŝĐƟŽŶŽŶƚŚĞŝŶƐƚĂůůĂƟŽŶŽĨƐŽůĂƌƉĂŶĞůƐǁŝƚŚŝŶƚŚĂƚnjŽŶĞ͘/ƚΖƐĂǀĞƌLJůĂƌŐĞnjŽŶĞ͘/ƚŝŶĐůƵĚĞƐƐŽŵĞͲͲŽƵƌŵĂŝŶĐŽŵŵĞƌĐŝĂůĚŝƐƚƌŝĐƚ͘ƐŵĂŶLJŽĨƵƐŬŶŽǁ͕ŇĂƚͲƚŽƉƉĞĚĐŽŵŵĞƌĐŝĂůďƵŝůĚŝŶŐƐĂƌĞƋƵŝƚĞͲͲŐƌĞĂƚƉůĂĐĞƐƚŽŝŶƐƚĂůůƐŽůĂƌ͕ĂƐǁĞŚĂǀĞŝŶŵĂŶLJŽĨŽƵƌĐŝƚLJŇĂƚͲƚŽƉƉĞĚďƵŝůĚŝŶŐƐĂƐǁĞůů͘/ΖŵĂůƐŽĐŽŶĐĞƌŶĞĚƚŚĂƚƚŚĞƐĞƌĞƐƚƌŝĐƟŽŶƐǁŝůůƉƵƚƵŶĚƵĞďƵƌĚĞŶŽŶŽƵƌƐƚĂī͘/ĚŽŶΖƚŬŶŽǁŝĨƚŚŝƐŝƐƚƌƵĞŽƌŶŽƚ͘dŚŝƐŝƐũƵƐƚĂĐŽŶĐĞƌŶ/ŚĂǀĞĂƐĞŶĨŽƌĐĞŵĞŶƚǁŽƵůĚĨĂůůŽŶŽƵƌƐƚĂī͘ŶĚǁŝƚŚŽƵƚĐůĞĂƌ͕ƉƌĞƐĐƌŝƉƟǀĞůĂŶŐƵĂŐĞ͕ŽƉĞŶƚŽŝŶƚĞƌƉƌĞƚĂƟŽŶ͕/ĚŽŚĂǀĞĐŽŶĐĞƌŶƐƚŚĂƚǁĞǁŽƵůĚƐĞĞƐƚĂīŚĂǀŝŶŐƚŽǁĂĚĞƚŚƌŽƵŐŚ͕ŵĂŬĞĚĞƚĞƌŵŝŶĂƟŽŶƐŽŶĂĐĂƐĞͲďLJͲĐĂƐĞďĂƐŝƐ͘/ŵĞĂŶ͕ƚŚĂƚũƵƐƚƐŽƵŶĚƐŶŽƚůŝŬĞĂͲͲŶŽƚůŝŬĞƐŽŵĞƚŚŝŶŐƚŚĂƚŚŽƉĞĨƵůůLJLJŽƵŝŶƚĞŶĚŝŶƚŚŝƐ͘ĞĐĂƵƐĞŝƚƐŽƵŶĚƐǀĞƌLJŵƵĐŚůŝŬĞƚŚŝƐŝƐĂƐĂĨĞƚLJŝƐƐƵĞ͕ďƵƚĂůŽƚŽĨƌLJƐƚĂůƌĞƐŝĚĞŶƚƐůŝǀĞŝŶŚĞƌĞŝŶƚŚŝƐĂƌĞĂ͕ĂŶĚŝĨLJŽƵƌĞƐƚƌŝĐƚƚŚĞŝƌƵƐĞŝŶŬŝŶĚŽĨĂŶĂůŵŽƐƚĂƌďŝƚƌĂƌLJǁĂLJǁŝƚŚŽƵƚďĞŝŶŐƉƌĞƐĐƌŝƉƟǀĞ͕/ΖŵǁŽƌƌŝĞĚƚŚĂƚǁĞΖĚƐĞĞĂĚĞĐƌĞĂƐĞŝŶŚŽŵĞǀĂůƵĞƐďĞĐĂƵƐĞŽĨƚŚĂƚ͘zŽƵŬŶŽǁ͕ƚŚĞǁĂLJŝƚΖƐǁƌŝƩĞŶ͕LJŽƵŬŶŽǁ͕ĐĂŶ/ƉƵƚƐĐŽŶĐĞƐŽŶŵLJͲͲŽŶƚŚĞǁĂůůŽĨŵLJŚŽƵƐĞ͍/ΖĚƌĞĂůůLJůŝŬĞƚŽƐĞĞƚŚĂƚŬŝŶĚŽĨƟŐŚƚĞŶĞĚƵƉ͘/ŵĞĂŶ͕ŵĂŶLJŽƚŚĞƌnjŽŶŝŶŐŽǀĞƌůĂLJƐ͕ŝĨLJŽƵůŽŽŬĂƚƐŽŵĞŽĨƚŚĞŵĂůŽŶŐƚŚĞDŝƐƐŝƐƐŝƉƉŝZŝǀĞƌƚŚĂƚĂƌĞĞŶĨŽƌĐĞĚďLJƚŚĞEZ͕ƚŚĞLJΖƌĞǀĞƌLJƉƌĞƐĐƌŝƉƟǀĞ͕ǀĞƌLJƐƉĞĐŝĮĐ͕ǁĞůůǁƌŝƩĞŶ͘/ĚŽŶΖƚƐĞĞƚŚĂƚŚĞƌĞƵŶĨŽƌƚƵŶĂƚĞůLJ͘/ΖĚůŝŬĞƚŽͲͲ/ΖĚůŝŬĞƚŽŚĂǀĞLJŽƵŐŽďĂĐŬĂŶĚƚƌLJĂŶĚŵĂŬĞƚŚĂƚŵŽƌĞƉƌĞƐĐƌŝƉƟǀĞĂŶĚĐůĞĂƌ͘dŚĂŶŬLJŽƵ͘^ĞĞ'ĞŶĞƌĂůŽŵŵĞŶƚEŽ͘ϴ^ĞĞ'ĞŶĞƌĂůŽŵŵĞŶƚEŽ͘ϵ^ĞĞ'ĞŶĞƌĂůŽŵŵĞŶƚEŽ͘ϵ^ĞĞ'ĞŶĞƌĂůŽŵŵĞŶƚEŽ͘ϴ^ĞĞ'ĞŶĞƌĂůŽŵŵĞŶƚEŽ͘ϵ'ĂůĞKƌƚŵĂŶŶ;ŵĂŝůͿϰͬϮϬͬϮϬϮϯ ϭϮtĞůŝǀĞĚŝƌĞĐƚůLJŝŶƚŚĞƉĂƚŚŽĨƚŚĞƉůĂŶĞƐƚĂŬŝŶŐŽĨĨĂŶĚůĂŶĚŝŶŐ͕tĞĂƌĞĐŽŶĐĞƌŶĞĚĂďŽƵƚƚŚĞŚĞŝŐŚƚůŝŵŝƚĂƚŝŽŶƐŽŶƚƌĞĞƐ͕ĂƌĞŽƵƌĐƵƌƌĞŶƚƚƌĞĞƐŐƌĂŶĚĨĂƚŚĞƌĞĚŝŶ͍ŽǁĞŚĂǀĞĂĐŚŽŝĐĞďĞƚǁĞĞŶƚƌŝŵŵŝŶŐƚŚĞƚƌĞĞƐŽƌƌĞŵŽǀŝŶŐƚŚĞŵ͘ŶĚǁŚŽŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞĐŽƐƚƐƚŽƚƌŝŵŽƌƌĞŵŽǀĞƚƌĞĞƐ͍΀Z΁ĞŵŽǀŝŶŐƚƌĞĞƐĂĨĨĞĐƚƐƚŚĞĐĂƌďŽŶĨŽŽƚƉƌŝŶƚ͘^ŝŶĐĞDEŝƐƚƌLJŝŶŐƚŽďĞĐĂƌďŽŶŶĞƵƚƌĂů͕ŚŽǁĚŽLJŽƵƉůĂŶƚŽƌĞĚƵĐĞƚŚĞĐĂƌďŽŶĨŽŽƚƉƌŝŶƚŝĨƚƌĞĞƐĂƌĞƌĞŵŽǀĞĚ͘^ŝŶĐĞDŝŶŶĞƐŽƚĂŝƐƚƌLJŝŶŐƚŽŐĞƚƚŽĂƌďŽŶŶĞƵƚƌĂů͕^ŽůĂƌƉĂŶĞůƐƐŚŽƵůĚŶŽƚďĞƌĞƐƚƌŝĐƚĞĚ͘EŽƚŚŝŶŐǁĂƐƐĂŝĚĂďŽƵƚůŝŐŚƚƐ͘tŚĂƚŬŝŶĚŽĨůŝŐŚƚƐĂƌĞŶŽƚĂůůŽǁĞĚ͍ŶĚŝĨǁĞĐƵƌƌĞŶƚůLJŚĂǀĞƚŚĞŵ͕ĂƌĞƚŚĞLJŐƌĂŶĚĨĂƚŚĞƌĞĚŝŶ͍ŶĚǁŚŽŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌƌĞŵŽǀŝŶŐƚŚĞŵĂŶĚƌĞƉůĂĐŝŶŐǁŝƚŚĂĐĐĞƉƚĂďůĞůŝŐŚƚƐ͘tĞĂŐƌĞĞǁŝƚŚ&ŽƌĞƐƚ͕ŽƵƌĐŝƚLJĐŽƵŶĐŝůŵĞŵďĞƌǁŚŽƐĂŝĚƚŚĞƌƵůĞƐǁĞƌĞŶŽƚĐůĞĂƌŽŶĂŶLJƚŚŝŶŐ͘/ƚǁĂƐǁŝĚĞŽƉĞŶĨŽƌŝŶƚĞƌƉƌĞƚĂƚŝŽŶ͘WůĞĂƐĞŵĂŬĞƚŚŝƐŵŽƌĞĐůĞĂƌĂŶĚŐŝǀĞƐƉĞĐŝĨŝĐƐŽŶƚŚĞƌĞƉŽƌƚ΀͘΁dŚĂŶŬLJŽƵ͕'ĂůĞĂŶĚ:ŝŵKƌƚŵĂŶŶ^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞ EŽ͘ϱ͘&ŽƌĂƚƌĞĞƚŽďĞŐƌĂŶĚĨĂƚŚĞƌĞĚĂƐĂŶŽŶͲĐŽŶĨŽƌŵŝŶŐƐƚƌƵĐƚƵƌĞ͕ŝƚŵƵƐƚďĞ͞ŶŽƚĐŽŶĨŽƌŵŝŶŐƚŽƚŚĞƉƌŽǀŝƐŝŽŶƐŽĨƚŚŝƐƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞŽŶƚŚĞīĞĐƟǀĞĂƚĞ͟ŽĨƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͘^ĞĞ^ĞĐƟŽŶ//͘;Ϳ;ϭϱͿ͘ƐĚŝƐĐƵƐƐĞĚŝŶƚŚĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϱ͕ĂƚƌĞĞďĞĐŽŵĞƐ͞ŶŽƚĐŽŶĨŽƌŵŝŶŐ͟ŽŶĐĞŝƚŚĂƐďĞĞŶĚĞƚĞƌŵŝŶĞĚƚŽďĞĂŶŝƌƉŽƌƚ,ĂnjĂƌĚďLJƚŚĞ&͘ƚƉƌĞƐĞŶƚ͕ƚŚĞ:ŝƐŶŽƚĂǁĂƌĞŽĨĂŶLJƐƵĐŚĚĞƚĞƌŵŝŶĂƟŽŶƐďLJƚŚĞ&͘dŚƵƐ͕ŝƚŝƐƵŶůŝŬĞůLJƚŚĂƚĂŶLJƚƌĞĞĐŽƵůĚƋƵĂůŝĨLJĂƐĂŶŽŶͲĐŽŶĨŽƌŵŝŶŐƐƚƌƵĐƚƵƌĞ͘dŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞŽŶůLJƌĞƋƵŝƌĞƐƚŚĞƚƌŝŵŵŝŶŐŽƌƌĞŵŽǀĂůŽĨƚƌĞĞƐŝŶĐŝƌĐƵŵƐƚĂŶĐĞƐǁŚĞŶƚƌŝŵŵŝŶŐŽƌƌĞŵŽǀĂůǁĂƐĂůƌĞĂĚLJƌĞƋƵŝƌĞĚƵŶĚĞƌĨĞĚĞƌĂůƌĞŐƵůĂƚŝŽŶƐ͘KƚŚĞƌĞĨĨŽƌƚƐƚŽƌĞĚƵĐĞƚŚĞĐĂƌďŽŶĨŽŽƚƉƌŝŶƚĂƌĞŽƵƚƐŝĚĞƚŚĞƉƵƌǀŝĞǁŽĨƚŚĞ:͘,ŽǁĞǀĞƌ͕ƚŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞǁŽƵůĚŶŽƚƉƌŽŚŝďŝƚƚŚĞũƵƌŝƐĚŝĐƚŝŽŶƐ͕ŽƌƚŚĞŚŽŵĞŽǁŶĞƌ͕ĨƌŽŵƉůĂŶƚŝŶŐƌĞƉůĂĐĞŵĞŶƚƚƌĞĞƐ͕ŽƌŽƚŚĞƌǁŝƐĞŽĨĨƐĞƚƚŝŶŐƚŚĞĐĂƌďŽŶŝŵƉĂĐƚƐŽĨƌĞŵŽǀĂůŽƌƚƌŝŵŵŝŶŐ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϴ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϴ͘ŶĞdžŝƐƟŶŐůŝŐŚƚĐŽƵůĚƋƵĂůŝĨLJĂƐĂŶŽŶͲĐŽŶĨŽƌŵŝŶŐƐƚƌƵĐƚƵƌĞ͕ŝĨŝƚŵĞĞƚƐƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐůŝƐƚĞĚŝŶƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͘ WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐϱ^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞ EŽ͘ϵ͘&ŽƌĞƐƚŝĚďŽ;ŵĂŝůͿ;ϭŽĨϱͿϰͬϮϳͬϮϬϮϯ ϭϯĞĂƌƌLJƐƚĂů:ŽŝŶƚŝƌƉŽƌƚŽŶŝŶŐŽĂƌĚ͕ƌLJƐƚĂůŝƌƉŽƌƚ;D/ͿŝƐĂůĂƌŐĞƉŽƌƚŝŽŶŽĨƚŚĞƐĞĐƚŝŽŶ/ƌĞƉƌĞƐĞŶƚĂŶĚǁŚŝůĞŶŽƚƵƐĞĚďLJŵĂŶLJŽĨƚŚĞƌĞƐŝĚĞŶƚƐŽĨŶŽƌƚŚĞƌŶƌLJƐƚĂůŝƚŝŵƉĂĐƚƐŵŽƐƚŽĨƚŚĞŵ͘dŚĞĐƵƌƌĞŶƚD/ĐŽŵƉƌĞŚĞŶƐŝǀĞƉůĂŶŝƐďĂƐĞĚŽŶƉƌĞͲƉĂŶĚĞŵŝĐϮϬϭϱĂǀŝĂƚŝŽŶĨŽƌĞĐĂƐƚƐƚŚĂƚƉƌĞĚŝĐƚĂƌĂƚĞŽĨĚĞĐůŝŶĞŝŶďĂƐĞĚĂŝƌĐƌĂĨƚŽĨϬ͘ϮйĂŶŶƵĂůůLJƚŽϭϳϭďĂƐĞĚĂŝƌĐƌĂĨƚďLJϮϬϯϱ͘ϮϬϮϮD/ĚĂƚĂƐŚŽǁƐƚŚĂƚƚŚĞŶƵŵďĞƌŽĨďĂƐĞĚĂŝƌĐƌĂĨƚŝƐĐƵƌƌĞŶƚůLJϭϱϲ͕Ăϭϱ͘ϳйĚĞĐƌĞĂƐĞƐŝŶĐĞϮϬϭϱ͘dŚĞŵŽƐƚƌĞĐĞŶƚ&ĞƌŽƐƉĂĐĞ&ŽƌĞĐĂƐƚŚŝŶƚƐĂƚĐŽŶƚŝŶƵĞĚĚĞĐůŝŶĞĨŽƌD/͛ƐĨůĞĞƚŽĨŵŽƐƚůLJĨŝdžĞĚͲǁŝŶŐƉŝƐƚŽŶĂŝƌĐƌĂĨƚǁŝƚŚĂŶĂŶŶƵĂůŝnjĞĚϬ͘ϴйƌĂƚĞŽĨĚĞĐůŝŶĞĨƌŽŵϮϬϮϭƚŚƌŽƵŐŚϮϬϰϮ͘džƚƌĂƉŽůĂƚŝŶŐƚŚŝƐŶĂƚŝŽŶĂůĨŽƌĞĐĂƐƚƚŽD/ǁŽƵůĚŵĞĂŶD/ǁŽƵůĚƐĞĞĂĨůĞĞƚŽĨůĞƐƐƚŚĂŶϭϯϬĂŝƌĐƌĂĨƚĂƚĂŶĂŝƌƉŽƌƚƚŚĂƚŽŶĐĞďŽĂƐƚĞĚϯϮϳŝŶϭϵϵϱ͘/ďƌŝŶŐƵƉƚŚŝƐĚĞĐůŝŶĞŝŶD/ďĂƐĞĚĂŝƌĐƌĂĨƚďĞĐĂƵƐĞŽĨƐŽŵĞƚŚŝŶŐĂƌĞƐŝĚĞŶƚƐĂŝĚŝŶƚŚĞƉƵďůŝĐĐŽŵŵĞŶƚŵĞĞƚŝŶŐŽŶϰͬϭϵͬϮϯƚŚĂƚƐƚƵĐŬǁŝƚŚŵĞͶdŚŝƐƉƌŽƉŽƐĂůĂĚĚƐĂůŽƚŽĨďƵƌĚĞŶĨŽƌƚŚĞƚŚŽƵƐĂŶĚƐŽĨƌĞƐŝĚĞŶƚƐǁŚŽůŝǀĞĞǀĞƌLJĚĂLJŶĞdžƚƚŽĂŶĂŝƌƉŽƌƚǁŝƚŚƐŽĨĞǁĂŝƌĐƌĂĨƚ;ƉĂƌĂƉŚƌĂƐŝŶŐͿ͘ĞLJŽŶĚƚŚĞĂŝƌƉŽƌƚ͛ƐĚĞĐůŝŶŝŶŐďĂƐĞĚĂŝƌĐƌĂĨƚ͕ƚŚĞƌĞĂƌĞĂůƐŽƐƉĞĐŝĨŝĐŝƐƐƵĞƐǁŝƚŚƚŚĞĚƌĂĨƚůĂŶŐƵĂŐĞŝŶƚŚĞnjŽŶŝŶŐŽƌĚŝŶĂŶĐĞ͘WƌŝŵĂƌŝůLJƌĞůĂƚŝŶŐƚŽ^ĞĐƚŝŽŶsƌĞƐƚƌŝĐƚŝŽŶƐŝŶƚŚĞ>ĂŶĚhƐĞŽŶĞϮ;^ĞĐƚŝŽŶs͘͘ϭ͖͘^ĞĐƚŝŽŶs͘͘ϭ͖͘džŚŝďŝƚĐͿ͗ϭ͘dŚĞůĂŶĚĞŶĐůŽƐĞĚŝŶ>ĂŶĚhƐĞŽŶĞϮŝƐĞdžĐĞƐƐŝǀĞůLJďƌŽĂĚĂŶĚŝŶĐůƵĚĞƐŚŽŵĞƐ͕ďƵƐŝŶĞƐƐĞƐ͕ĂŶĚƉƵďůŝĐůĂŶĚƐƚŚĂƚǁĞƌĞƉƌĞǀŝŽƵƐůLJŶŽƚƐƵďũĞĐƚƚŽƚŚĞďƌŽĂĚƌĞƐƚƌŝĐƚŝŽŶƐŽƵƚůŝŶĞĚŝŶ^ĞĐƚŝŽŶs͘͘ϭ͘ĂŶĚĂƌĞĂƐŽŶĂďůĞůĂŶĚŽǁŶĞƌŶĞĂƌƌLJƐƚĂůĚŽǁŶƚŽǁŶǁŽƵůĚŶŽƚĂƐƐƵŵĞƚŚĞŝƌůĂŶĚǁŽƵůĚďĞƐƵďũĞĐƚƚŽƐƵĐŚĂŝƌƉŽƌƚƌĞůĂƚĞĚƌĞƐƚƌŝĐƚŝŽŶƐ͘dŚĞůĂŶĚƐŝŶdžŚŝďŝƚƐŚŽƵůĚďĞƌĞĚƵĐĞĚƚŽŽŶůLJŝŶĐůƵĚĞƚŚĞŵŽƐƚůŝŬĞůLJƚŽĐĂƵƐĞĂŚĂnjĂƌĚƚŽĂǀŝĂƚŝŽŶŽƉĞƌĂƚŝŽŶƐǁŝƚŚƚŚĞƌĞƐƚƌŝĐƚŝŽŶƐŽƵƚůŝŶĞĚŝŶ^ĞĐƚŝŽŶs͘͘ϭ͘͘/ĨƚŚĞƌĞŝƐůŝƚƚůĞƚŽŶŽůŝŬĞůŝŚŽŽĚŽĨĂŚĂnjĂƌĚďĞŝŶŐĐĂƵƐĞĚ͕ŝƚƐŚŽƵůĚŶŽƚďĞŝŶĐůƵĚĞĚŝŶƚŚĞŵĂƉ͘ŽŵŵĞŶƚĂĐŬŶŽǁůĞĚŐĞĚ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽƐ͘ϭĂŶĚϮ͘&ŽƌĞƐƚŝĚďŽ;ŵĂŝůͿ;ϮŽĨϱͿϰͬϮϳͬϮϬϮϯ ϭϰϮ͘dŚĞŐĞŶĞƌĂůƌĞƐƚƌŝĐƚŝŽŶƐĨŽƌ>ĂŶĚhƐĞŽŶĞϮůŝƐƚĞĚŝŶ^ĞĐƚŝŽŶs͘͘ϭ͘ĂƌĞŽǀĞƌůLJďƌŽĂĚĂŶĚŶŽƚƌĞůĞǀĂŶƚƚŽƚŚĞĞǀĂůƵĂƚŝŽŶŝŶƐƚƌƵŵĞŶƚůŝƐƚĞĚ͕&ϳϰϲϬ͘&ϳϰϲϬĚŽĞƐŶŽƚŽƵƚůŝŶĞĂŶLJŶĞĞĚĨŽƌĞǀĂůƵĂƚŝŽŶĨŽƌƚŚĞƌĞƐƚƌŝĐƚŝŽŶƐůŝƐƚĞĚŝŶ^ĞĐƚŝŽŶs͘͘ϭ͕͘͘͘͘͞ĐƌĞĂƚĞƐŽƌĐĂƵƐĞƐŝŶƚĞƌĨĞƌĞŶĐĞǁŝƚŚƚŚĞŽƉĞƌĂƚŝŽŶƐŽĨƌĂĚŝŽŽƌĞůĞĐƚƌŽŶŝĐĨĂĐŝůŝƚŝĞƐĂƚƚŚĞŝƌƉŽƌƚŽƌǁŝƚŚƌĂĚŝŽŽƌĞůĞĐƚƌŽŶŝĐĐŽŵŵƵŶŝĐĂƚŝŽŶƐďĞƚǁĞĞŶŝƌƉŽƌƚĂŶĚĂŝƌĐƌĂĨƚ͕ŵĂŬĞƐŝƚĚŝĨĨŝĐƵůƚĨŽƌƉŝůŽƚƐƚŽĚŝƐƚŝŶŐƵŝƐŚďĞƚǁĞĞŶŝƌƉŽƌƚůŝŐŚƚƐĂŶĚŽƚŚĞƌůŝŐŚƚƐ͕ƌĞƐƵůƚƐŝŶŐůĂƌĞŝŶƚŚĞĞLJĞƐŽĨƉŝůŽƚƐƵƐŝŶŐƚŚĞŝƌƉŽƌƚ͕ŝŵƉĂŝƌƐǀŝƐŝďŝůŝƚLJŝŶƚŚĞǀŝĐŝŶŝƚLJŽĨƚŚĞŝƌƉŽƌƚ͙͟dŚŝƐƌĞĨĞƌĞŶĐĞƚŽĂŶŝƌƌĞůĞǀĂŶƚĞǀĂůƵĂƚŝŽŶĨŽƌŵĐƌĞĂƚĞƐĐŽŶĨƵƐŝŽŶĂŶĚďƵƌĚĞŶĨŽƌďŽƚŚůĂŶĚŽǁŶĞƌƐĂŶĚƐƚĂĨĨ͖ŝĨ&ϳϰϲϬŝƐŶ͛ƚĨŽƌĚĞƚĞƌŵŝŶŝŶŐŐůĂƌĞŽƌůŝŐŚƚŝŶŐŝƐƐƵĞƐƚŚĞŶǁŚĂƚŝƐ͍/ƐŝƚĐŝƚLJƐƚĂĨĨǁŚŽĚĞƚĞƌŵŝŶĞƐĂƐƉĂƌƚŽĨƚŚĞďƵŝůĚŝŶŐƉĞƌŵŝƚƉƌŽĐĞƐƐ͕ĂŶĚŝĨƐŽƵŶĚĞƌǁŚĂƚŐƵŝĚĂŶĐĞ͍/ƐŝƚƚŚĞŽŶƵƐŽĨƚŚĞůĂŶĚŽǁŶĞƌƚŽĞŶƐƵƌĞƚŚĞƌĞŝƐŶŽǀŝŽůĂƚŝŽŶƚŽ^ĞĐƚŝŽŶs͘͘ϭ͘ĂŶĚďƌŝŶŐŝƚƚŽƚŚĞďŽĂƌĚŽĨĂĚũƵƐƚŵĞŶƚ͍dŚŝƐƐĞĐƚŝŽŶƐŚŽƵůĚƐƉĞĐŝĨŝĐĂůůLJŽƵƚůŝŶĞǁŚĂƚĂĐƚŝǀŝƚŝĞƐĂƌĞƌĞƐƚƌŝĐƚĞĚĂŶĚŚŽǁƚŚĞƉƌŽĐĞƐƐŽĨĚĞƚĞƌŵŝŶŝŶŐǁŚĞƚŚĞƌĂƌĞƐƚƌŝĐƚŝŽŶŝƐŽĐĐƵƌƌŝŶŐŽƌŶŽƚǁŝůůďĞŽǀĞƌƐĞĞŶ͘dŚĞƚĞdžƚĂƐĐƵƌƌĞŶƚůLJǁƌŝƚƚĞŶŝƐŽǀĞƌůLJŐĞŶĞƌĂůͶƐŽŐĞŶĞƌĂůƚŚĂƚŝŶƚŚĞϰͬϭϵͬϮϯƉƌĞƐĞŶƚĂƚŝŽŶDƐƚĂĨĨƐĂŝĚƐŽůĂƌƉĂŶĞůƐŵĂLJďĞƌĞƐƚƌŝĐƚĞĚƵŶĚĞƌƚŚŝƐƐĞĐƚŝŽŶ͕ƐŽŵĞƚŚŝŶŐƚŚĂƚŵĂŶLJƌĞƐŝĚĞŶƚƐ;ŵLJƐĞůĨŝŶĐůƵĚĞĚͿǀĞŚĞŵĞŶƚůLJŽƉƉŽƐĞ͘,ĂǀŝŶŐƵŶƐƉĞĐŝĨŝĐƌĞƐƚƌŝĐƚŝŽŶƐĚŽĞƐŶŽƚŵĂŬĞƚŚĞƌƵůĞĞĂƐLJĨŽƌƐƚĂĨĨƚŽŝŵƉůĞŵĞŶƚŽƌĨŽƌƌĞƐŝĚĞŶƚƐƚŽ^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽƐ͘ϴĂŶĚϵ͘^ĞĐƚŝŽŶs͘;Ϳ;ϭͿƌĞĨĞƌƐƚŽŐĞŶĞƌĂůƌĞƐƚƌŝĐƚŝŽŶƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚŚĞ&͛ƐĂŝƌƐƉĂĐĞƌĞǀŝĞǁƉƌŽĐĞƐƐ͕ǁŚĞƌĞďLJƚŚĞLJƌĞǀŝĞǁƉƌŽƉŽƐĞĚĐŽŶƐƚƌƵĐƚŝŽŶƉƌŽũĞĐƚƐƚŚĂƚŵĂLJŝŶƚĞƌĨĞƌĞǁŝƚŚĂŝƌĐƌĂĨƚŽƉĞƌĂƚŝŽŶƐ͘dŚŝƐƌĞǀŝĞǁƉƌŽĐĞƐƐďLJƚŚĞ&ŝƐĐŽŶĚƵĐƚĞĚďLJŵƵůƚŝƉůĞůŝŶĞƐͲŽĨͲďƵƐŝŶĞƐƐǁŝƚŚŝŶƚŚĂƚĂŐĞŶĐLJĂŶĚƚĂŬĞƐŝŶƚŽĐŽŶƐŝĚĞƌĂƚŝŽŶĂƌĞǀŝĞǁŽĨĞĂĐŚŽĨƚŚĞĐƌŝƚĞƌŝĂůŝƐƚĞĚŝŶ^ĞĐƚŝŽŶs͘;Ϳ;ϭͿ͘^ŽŵĞƉƌŽũĞĐƚƐŵĂLJŶŽƚƌĞƋƵŝƌĞƚŚŝƐƌĞǀŝĞǁ͕ĚĞƉĞŶĚŝŶŐŽŶƚŚĞ&ΖƐƐŝƚŝŶŐĐƌŝƚĞƌŝĂĨŽƵŶĚŚĞƌĞ͗ŚƚƚƉƐ͗ͬͬǁǁǁ͘ĞĐĨƌ͘ŐŽǀͬĐƵƌƌĞŶƚͬƚŝƚůĞͲϭϰͬĐŚĂƉƚĞƌͲ/ͬƐƵďĐŚĂƉƚĞƌͲͬƉĂƌƚͲϳϳ͍ƚŽĐсϭ͘dŚĞƐĞĐƌŝƚĞƌŝĂǁŝůůŶĞĞĚƚŽďĞĐŽŶƐŝĚĞƌĞĚďLJĞĂĐŚůŽĐĂůĐŝƚLJƉĞƌŵŝƚƚŝŶŐŽĨĨŝĐĞƚŽĚĞƚĞƌŵŝŶĞǁŚĞƚŚĞƌƚŽƌĞƋƵŝƌĞĂƉƌŽũĞĐƚƚŽĨŝůĞĨŽƌĂϳϰϲϬƌĞǀŝĞǁ͘ĚĚŝƚŝŽŶĂůŝŶĨŽƌŵĂƚŝŽŶĂďŽƵƚƚŚĞ&ΖƐĂŝƌƐƉĂĐĞƌĞǀŝĞǁƉƌŽĐĞƐƐĐĂŶďĞĨŽƵŶĚŚĞƌĞ͗ŚƚƚƉƐ͗ͬͬŽĞĂĂĂ͘ĨĂĂ͘ŐŽǀͬŽĞĂĂĂͬŽĞϯĂͬŵĂŝŶͬηͬŚŽŵĞ/ƚŝƐŝŵƉŽƌƚĂŶƚƚŽŶŽƚĞƚŚĂƚƚŚĞϳϰϲϬͲĂŝƌƐƉĂĐĞƌĞǀŝĞǁƉƌŽĐĞƐƐŝƐĞƐƚĂďůŝƐŚĞĚďLJĨĞĚĞƌĂůƌĞŐƵůĂƟŽŶƐĂŶĚŝƐĂƉƌĞͲĞdžŝƐƟŶŐƌĞƋƵŝƌĞŵĞŶƚƚŚĂƚŝƐŝŶĚĞƉĞŶĚĞŶƚŽĨƚŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͘dŚĞƌĂĨƚƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞŵĞƌĞůLJ WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐϲĐŽŵƉůLJǁŝƚŚͶŝƚŽŶůLJĐƌĞĂƚĞƐĐŽŶĨƵƐŝŽŶĂŶĚŵĂLJůĞĂĚƚŽĂƐƚƌŝĐƚĞƌŝŶƚĞƌƉƌĞƚĂƚŝŽŶŝŶƚŚĞĨƵƚƵƌĞ͘ŝŶĐŽƌƉŽƌĂƚĞƐƚŚŝƐƌĞƋƵŝƌĞŵĞŶƚŝŶƚŽƚŚĞƚĞdžƚƚŽďƌŝŶŐĂǁĂƌĞŶĞƐƐƚŽƚŚĞƉƌŽĐĞƐƐƚŚĂƚŝƐĂůƌĞĂĚLJĂƌĞƋƵŝƌĞŵĞŶƚ͘&ŽƌĞƐƚŝĚďŽ;ŵĂŝůͿ;ϯŽĨϱͿϰͬϮϳͬϮϬϮϯ ϭϱϯ͘tŝƚŚƐŽŵĂŶLJƋƵĞƐƚŝŽŶƐƚŽďĞĂŶƐǁĞƌĞĚŝŶƌĞŐĂƌĚƐƚŽ^ĞĐƚŝŽŶs͘͘ϭ͖͘^ĞĐƚŝŽŶs͘͘ϭ͖͘ĂŶĚdžŚŝďŝƚDƐŚŽƵůĚĂůůŽǁĂŶŽƚŚĞƌƌŽƵŶĚŽĨƉƵďůŝĐĞŶŐĂŐĞŵĞŶƚĂĨƚĞƌĞĚŝƚƐŽƌƌĞƐƉŽŶƐĞƐƚŽĐŽŶĐĞƌŶƐĂƌĞŵĂĚĞ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϰ͘&ŽƌĞƐƚŝĚďŽ;ŵĂŝůͿ;ϰŽĨϱͿϰͬϮϳͬϮϬϮϯ ϭϲ/ŚĂǀĞĂůƐŽŚĞĂƌĚĐŽŶĐĞƌŶƐĨƌŽŵƌĞƐŝĚĞŶƚƐƌĞůĂƚĞĚƚŽƚƌĞĞƌĞƐƚƌŝĐƚŝŽŶƐŝŶƚŚĞƉƌŽƉŽƐĞĚŽƌĚŝŶĂŶĐĞ͘dŚĞƐĞĐŽŶĐĞƌŶƐŝŶĐůƵĚĞ͗ϭ͘EŽŶĐŽŶĨŽƌŵŝŶŐƚƌĞĞƐƐŚŽƵůĚďĞƐĞƉĂƌĂƚĞĚĨƌŽŵƐĞĐƚŝŽŶs///͘͘ƚƌĞĞƐĚŽŶŽƚĨƵŶĐƚŝŽŶŝŶƚŚĞƐĂŵĞǁĂLJĂƐƐƚƌƵĐƚƵƌĞƐĂŶĚƐŚŽƵůĚŶŽƚďĞƌĞŐƵůĂƚĞĚƚŚĞƐĂŵĞ͘&ŽƌĞdžĂŵƉůĞ͕ƚŚĞŝĚĞĂŽĨĂŶĂďĂŶĚŽŶĞĚƚƌĞĞŝƐĂŶŽŶƐĞƋƵŝƚƵƌ͘dƌĞĞƌĞŵŽǀĂůƐŚŽƵůĚďĞďĂƐĞĚŽŶƚƌĞĞŚĞĂůƚŚĚĞƚĞƌŵŝŶĞĚďLJƚŚĞůŽĐĂůƚƌĞĞŝŶƐƉĞĐƚŽƌ͕ƌĂƚŚĞƌƚŚĂŶƐƚĂŶĚĂƌĚƐŵŽƌĞĂƉƉůŝĐĂďůĞƚŽƐƚƌƵĐƚƵƌĞƐ͘Ϯ͘/ŶƚŚĞĞǀĞŶƚŽĨƚƌĞĞƌĞŵŽǀĂů͕DƐŚŽƵůĚŽĨĨĞƌƚŚĞƌĞƐŝĚĞŶƚĂĨƌĞĞƌĞƉůĂĐĞŵĞŶƚƚƌĞĞ;ŽƌǀŽƵĐŚĞƌĞƋƵĂůƚŽƚŚĞǀĂůƵĞŽĨͿƚŚĂƚŚĂƐĂŵĂdžŝŵƵŵŚĞŝŐŚƚǁŝƚŚŝŶƚŚĞƌĞƐƚƌŝĐƚŝŽŶƐĨŽƌƚŚĞŝƌƉĂƌĐĞů͘dŚĞĐŽƐƚǁŽƵůĚďĞŵŝŶŝŵĂůĂŶĚŝƚǁŽƵůĚďŽƚŚŝŵƉƌŽǀĞƌĞůĂƚŝŽŶƐŚŝƉƐǁŝƚŚƌĞƐŝĚĞŶƚƐǁŚŽƐŚĂƌĞƚŚĞŶĞŝŐŚďŽƌŚŽŽĚǁŝƚŚD/ĂŶĚƚŚĞĞŶǀŝƌŽŶŵĞŶƚ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽ͘ϱ͘&ŽƌĞƐƚŝĚďŽ;ŵĂŝůͿ;ϱŽĨϱͿϰͬϮϳͬϮϬϮϯ ϭϳDLJĨŝŶĂůĐŽŵŵĞŶƚŝƐŶŽƚƚŽǁĂƌĚƐƚŚĞůĂŶŐƵĂŐĞŝŶƚŚĞƉƌŽƉŽƐĞĚŽƌĚŝŶĂŶĐĞďƵƚƌĂƚŚĞƌŚŽǁDĞŶŐĂŐĞĚƚŚĞƉƵďůŝĐ͘dŚĞƉƵďůŝĐĞŶŐĂŐĞŵĞŶƚƉƌŽĐĞƐƐǁĂƐĐŽŶĚƵĐƚĞĚǁŝƚŚůŝƚƚůĞŚŽŶĞƐƚƉƵďůŝĐŝŶƉƵƚƐŽůŝĐŝƚĞĚ͘dŚĞĨŽƌŵƵůĂŝƐƐƚĞƌĞŽƚLJƉŝĐĂů͕ϮϬƚŚͲĐĞŶƚƵƌLJĞŶŐĂŐĞŵĞŶƚʹŵĂŝůĂůĞƚƚĞƌƚŽĂƌĂĚŝƵƐĂƌŽƵŶĚƚŚĞĂĨĨĞĐƚĞĚĂĐƚŝŽŶ͕ĂůůŽǁǁƌŝƚƚĞŶĐŽŵŵĞŶƚƐĨŽƌĂƉĞƌŝŽĚ͕ĂŶĚŚŽůĚĂƐŝŶŐůĞŝŶͲƉĞƌƐŽŶĐŽŵŵĞŶƚŵĞĞƚŝŶŐ͘DŽƐƚƉƵďůŝĐĞŶŐĂŐĞŵĞŶƚŵŽĚĞůƐŚĂǀĞŵŽǀĞĚƚŽǁĂƌĚĂĐƚƵĂůĞŶŐĂŐĞŵĞŶƚǁŚĞƌĞƉĞŽƉůĞĐĂŶĞŶŐĂŐĞŝŶĂĐƚŝǀĞĚŝĂůŽŐƵĞʹŝ͘Ğ͕͘ŐŽŝŶŐƚŽĐŽŵŵƵŶŝƚLJĞǀĞŶƚƐ͕ŚŽůĚŝŶŐŵƵůƚŝƉůĞƉƵďůŝĐŵĞĞƚŝŶŐƐ͕ŚĂǀŝŶŐƌŽƵŶĚƚĂďůĞƐ͕ĚƌŝǀĞǁĂLJƚĂůŬƐ͕ĂŶĚƵƐŝŶŐĂŶŝƚĞƌĂƚŝǀĞƉůĂŶŶŝŶŐƉƌŽĐĞƐƐǁŝƚŚŵŽƌĞƚŚĂŶŽŶĞƉůĂĐĞƚŽƉƌŽǀŝĚĞĐŽŵŵĞŶƚ͘tŝƚŚƐƵĐŚĂůĂƌŐĞŝŵƉĂĐƚ/ŚŽƉĞĂůůĨƵƚƵƌĞD/ƉůĂŶŶŝŶŐĞĨĨŽƌƚƐƵƐĞĂŵŽƌĞŝŶƚĞŶƚŝŽŶĂůĂŶĚŽƉĞŶƉƵďůŝĐĞŶŐĂŐĞŵĞŶƚƉƌŽĐĞƐƐƚŚĂƚĨŽůůŽǁƐĐƵƌƌĞŶƚďĞƐƚƉƌĂĐƚŝĐĞƐŝŶĐŽŵŵƵŶŝƚLJĞŶŐĂŐĞŵĞŶƚ͘dŚĂŶŬLJŽƵĨŽƌƚŚĞŽƉƉŽƌƚƵŶŝƚLJƚŽĐŽŵŵĞŶƚŽŶƚŚĞƉƌŽƉŽƐĞĚnjŽŶŝŶŐŽƌĚŝŶĂŶĐĞĂŶĚĨŽƌƚĂŬŝŶŐƚŚĞƚŝŵĞƚŽƌĞǀŝĞǁŵLJĐŽŵŵĞŶƚƐ͘/ĨLJŽƵŚĂǀĞĂŶLJƋƵĞƐƚŝŽŶƐƌĞŐĂƌĚŝŶŐŵLJĐŽŶĐĞƌŶƐĚŽŶŽƚŚĞƐŝƚĂƚĞƚŽĐŽŶƚĂĐƚŵĞ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽƐ͘ϯĂŶĚϰ͘>ĞŶ;ŵĂŝůͿ;ϭŽĨϮͿϱͬϯͬϮϬϮϯ ϭϴdŚŝƐĚƌĂĨƚnjŽŶŝŶŐƉƌŽƉŽƐĂůŝƐďĞŝŶŐƐŽůĚĂƐĂĐŽůůĂďŽƌĂƚŝǀĞĞĨĨŽƌƚďĞƚǁĞĞŶƚŚĞĂŝƌƉŽƌƚĂŶĚƚŚĞĐŽŵŵƵŶŝƚLJƚŽďĂůĂŶĐĞƚŚĞŝƌŝŶƚĞƌĞƐƚƐĂŶĚĞŶŚĂŶĐĞƐĂĨĞƚLJ͕ďƵƚŝƐǁƌŝƚƚĞŶǁŝƚŚŽŶůLJƚŚĞŝŶƚĞƌĞƐƚƐŽĨƚŚĞĂŝƌƉŽƌƚŝŶŵŝŶĚ͘/ŶĐŽŶũƵŶĐƚŝŽŶǁŝƚŚƚŚĞϮϬϯϱ>dW͕ƚŚĞĂŝƌƉŽƌƚĐůĞĂƌͲĐƵƚŶĞĂƌůLJƚŚĞĞŶƚŝƌĞďůŽĐŬĨƌŽŵŽƵŶƚLJZŽĂĚϭϬƚŽϱϳĂŶĚZĞŐĞŶƚ͘ƐĂƌĞƐƵůƚŽĨƚŚĞĞůŝŵŝŶĂƚŝŽŶŽĨŵŽƐƚŽĨƚŚĞƐŚĂĚĞ͕ŝƚŝƐŝŵƉŽƐƐŝďůĞƚŽŵĂŝŶƚĂŝŶĂůĂǁŶĂŶLJŵŽƌĞǁŝƚŚŽƵƚĂŶĞdžĐĞƐƐŝǀĞƵƐĞŽĨǁĂƚĞƌƌĞƐŽƵƌĐĞƐƚŚĂƚŬŝĐŬLJŽƵŝŶƚŽŚŝŐŚͲƉƌŝĐĞĚǁĂƚĞƌƵƐĂŐĞƚŝĞƌƐ͘DƵĐŚŽĨƚŚĞŐƌĂƐƐŽŶƚŚĞĞŶƚŝƌĞďůŽĐŬŚĂƐďĞĞŶƌĞƉůĂĐĞĚǁŝƚŚǁĞĞĚƐ͘dŚĞƋƵĂůŝƚLJŽĨŽƵ΀ƌ΁ƚƌĞĞůĞƐƐĂŶĚǁĞĞĚLJŶĞŝŐŚďŽƌŚŽŽĚŚĂƐƚĂŬĞŶĂďŝŐŚŝƚĂŶĚĚĂŵĂŐĞĚƚŚĞĞŶǀŝƌŽŶŵĞŶƚ͘dŚĞŽŶĞƚŚŝŶŐǁĞĚŽŚĂǀĞŶŽǁŝƐůŽƚƐĂŶĚůŽƚŽĨƐƵŶ͕ǁŚŝĐŚǁŽƵůĚŵĂŬĞƐŽůĂƌƉĂŶĞůƵƐĂŐĞĞdžƚƌĂĞĨĨŝĐŝĞŶƚ͘ƵƚŶŽƚƐŽĨĂƐƚ͘ĚĚŝŶŐŝŶƐƵůƚƚŽŝŶũƵƌLJ͕ŝƚŝƐŶŽǁďĞŝŶŐƉƌŽƉŽƐĞĚƚŚĂƚǁĞƐŚŽƵůĚďĞĚŝƐĂůůŽǁĞĚĨƌŽŵŝŶƐƚĂůůŝŶŐƐŽůĂƌƉĂŶĞůƐ͘EŽǁŝƚŚĂƐďĞĞŶƉƌŽƉŽƐĞĚƚŽƚŝŐŚƚĞŶŚĞŝŐŚƚĂŶĚďƵŝůĚŝŶŐƌĞƐƚƌŝĐƚŝŽŶƐĞǀĞŶĨƵƌƚŚĞƌĂŶĚĞdžƚĞŶĚƚŚĞŝŵƉĂĐƚƚŽĂĨŝǀĞƐƋƵĂƌĞŵŝůĞƌĂĚŝƵƐ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞEŽƐ͘ϭ͕Ϯ͕ĂŶĚϴ͘ WƵďůŝĐŽŵŵĞŶƚƐĂŶĚZĞƐƉŽŶƐĞƐϳ>ĞŶ;ŵĂŝůͿ;ϮŽĨϮͿϱͬϯͬϮϬϮϯ ϭϵtŚĂƚŚĂƐŶĞǀĞƌďĞĞŶĞdžƉůĂŝŶĞĚƚŽĐŽŵŵƵŶŝƚLJƐƚĂŬĞŚŽůĚĞƌƐŝƐƚŚĂƚƚŚĞĂŝƌƉŽƌƚŝƐƐĞĞŬŝŶŐƚŽƚŝŐŚƚĞŶƌĞƐƚƌŝĐƚŝŽŶƐŝŶŽƌĚĞƌƚŽĂĐĐŽŵŵŽĚĂƚĞƌŝƐŬŝĞƌůĂŶĚŝŶŐƐŝŶďĂĚǁĞĂƚŚĞƌǁŝƚŚƉŽŽƌǀŝƐŝďŝůŝƚLJ͘dŚĞϮϬϯϱ>dWůŝƐƚĞĚƚŚŝƐĂƐĂŶŽƉƚŝŽŶĂůŐŽŽĚŝĞƐŽŶƚŚĞŝƌǁŝƐŚůŝƐƚ͗WƵƌƐƵĞƚŚĞĞƐƚĂďůŝƐŚŵĞŶƚŽĨĂŶĞǁŶŽŶͲƉƌĞĐŝƐŝŽŶŝŶƐƚƌƵŵĞŶƚĂƉƉƌŽĂĐŚƚŽƚŚĞZƵŶǁĂLJϯϮĞŶĚ͕ŝĨĨĞĂƐŝďůĞ;ĐĂůůŽƵƚηϭϬŽŶ&ŝŐƵƌĞϱͲϳͿ͘dŚĂƚƐŽƵŶĚůŝŬĞĂŐŽŽĚƚŚŝŶŐǁŝƚŚŶŽĚŽǁŶƐŝĚĞ͘/ƚǁĂƐŶĞǀĞƌĞdžƉůĂŝŶĞĚƚŽĐŽŵŵƵŶŝƚLJƐƚĂŬĞŚŽůĚĞƌƐƚŚĂƚĂĨƚĞƌƚŚĞŝŶƐƚĂůůĂƚŝŽŶŽĨƚŚŝƐŶĞǁĞƋƵŝƉŵĞŶƚƚŚĞLJǁŽƵůĚďĞĂůůŽǁŝŶŐůĂŶĚŝŶŐŝŶĂĚǀĞƌƐĞǁĞĂƚŚĞƌĐŽŶĚŝƚŝŽŶƐƉƌĞǀŝŽƵƐůLJƉƌŽŚŝďŝƚĞĚ͘EŽǁƚŚĞĂŝƌƉŽƌƚŝƐƐĞĞŬŝŶŐĐƵƐƚŽŵnjŽŶŝŶŐĂƵƚŚŽƌŝnjĂƚŝŽŶƚŽĂŵĞůŝŽƌĂƚĞƐŽŵĞŽĨƚŚĞŝŶĐƌĞĂƐĞĚĚĂŶŐĞƌƐŽĨůĂŶĚŝŶŐǁŚĞŶLJŽƵĐĂŶ͛ƚƐĞĞǁŚĞƌĞLJŽƵĂƌĞŐŽŝŶŐĂŶĚƚƌLJŝŶŐƚŽƉƵƚĂůůƚŚĞďƵƌĚĞŶŽŶϱƐƋƵĂƌĞŵŝůĞƐĨƵůůŽĨƌĞƐŝĚĞŶƚƐĂŶĚďƵƐŝŶĞƐƐĞƐ͘,ŽǁŝƐƚŚŝƐŝŶƚŚĞŝŶƚĞƌĞƐƚŽĨƚŚĞĐŽŵŵƵŶŝƚLJƚŽŵĂŬĞĂůůƚŚĞƐĞƐĂĐƌŝĨŝĐĞƐƐŽĂĨĞǁƉůĂŶĞƐĐĂŶďĞĂůůŽǁĞĚƚŽůĂŶĚŝŶďĂĚǁĞĂƚŚĞƌ͍/ƚǁŽƵůĚďĞĂůŽƚĞĂƐŝĞƌ͕ĂŶĚŵƵĐŚůĞƐƐŝŵƉĂĐƚĨƵůƚŽƚŚĞĐŽŵŵƵŶŝƚLJ͕ƚŽũƵƐƚƌŽůůͲďĂĐŬůĂŶĚŝŶŐƌĞƐƚƌŝĐƚŝŽŶƐƚŽǁŚĂƚƚŚĞLJǁĞƌĞƉƌŝŽƌƚŽƚŚĞŝŶƐƚĂůůĂƚŝŽŶŽĨƚŚĞŶĞǁŶŽŶͲƉƌĞĐŝƐŝŽŶŝŶƐƚƌƵŵĞŶƚĂƉƉƌŽĂĐŚĞƋƵŝƉŵĞŶƚ͘dŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞĚŽĞƐŶŽƚƉƌŽƉŽƐĞĐŚĂŶŐĞƐƚŽƚŚĞĞdžŝƐƟŶŐĂŝƌĐƌĂŌŽƉĞƌĂƟŽŶƐ͕ŶŽƌĚŽĞƐŝƚŵŽĚŝĨLJŝŶƐƚƌƵŵĞŶƚĂƉƉƌŽĂĐŚƉƌŽĐĞĚƵƌĞƐŽĨĂŝƌĐƌĂŌĚƵƌŝŶŐƉŽŽƌǁĞĂƚŚĞƌĐŽŶĚŝƟŽŶƐ͘dŚĞĞdžŝƐƟŶŐŶŽŶͲƉƌĞĐŝƐŝŽŶĂƉƉƌŽĂĐŚƉƌŽĐĞĚƵƌĞƐƚŽďŽƚŚĞŶĚƐŽĨZƵŶǁĂLJϭϰͬϯϮǁĞƌĞĞƐƚĂďůŝƐŚĞĚƉƌŝŽƌƚŽƚŚĞ:ƉƌŽĐĞƐƐ͘^ĞĞ'ĞŶĞƌĂůZĞƐƉŽŶƐĞƐEŽƐ͘ϭĂŶĚϮ͘/ŶƌĞĨĞƌĞŶĐĞƚŽƚŚĞĐŽŵŵĞŶƚĂďŽƵƚƚŚĞ͞ďƵƌĚĞŶŽĨƚŚĞϱƐƋƵĂƌĞŵŝůĞƐ͕͟ƚŚŝƐĐŽŵŵĞŶƚĂƉƉĞĂƌƐƚŽƌĞĨĞƌƚŽƚŚĞƌĞƐƚƌŝĐƚŝŽŶƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚŚĞŝƌƐƉĂĐĞ^ƵƌĨĂĐĞƐĂŶĚŝƌƐƉĂĐĞŽŶĞƐĞƐƚĂďůŝƐŚĞĚƵŶĚĞƌ^ĞĐƟŽŶ/sŽĨƚŚĞƌĂŌƌLJƐƚĂůŝƌƉŽƌƚŽŶŝŶŐKƌĚŝŶĂŶĐĞ͘dŚĞƐĞƌĞƐƚƌŝĐƟŽŶƐĂƌĞĂŶĂŝƌƐƉĂĐĞƉƌŽƚĞĐƚŝǀĞŵĞĂƐƵƌĞ͕ǁŚŝĐŚƌĞŵĂŝŶƐůĂƌŐĞůLJƚŚĞƐĂŵĞĂƐǁŚĂƚĞdžŝƐƚƐŝŶƚŚĞĞdžŝƐƚŝŶŐϭϵϴϯKƌĚŝŶĂŶĐĞ͘,ŽǁĞǀĞƌ͕ƚŚĞƉƌŽƉŽƐĞĚŝƌƐƉĂĐĞ^ƵƌĨĂĐĞƐĂŶĚŝƌƐƉĂĐĞŽŶĞƐŐĞƚůĞƐƐƌĞƐƚƌŝĐƚŝǀĞŝŶƐŽŵĞƉůĂĐĞƐ͕ďĞĐĂƵƐĞƚŚĞLJƌĞŵŽǀĞƚŚĞĂƐƐŽĐŝĂƚĞĚĂƉƉƌŽĂĐŚƐƵƌĨĂĐĞĂƌĞĂƐǁŚŝĐŚǁĞƌĞƉƌŽƚĞĐƟǀĞŽĨƚŚĞŶŽǁͲĐůŽƐĞĚZƵŶǁĂLJϭϰZͲϯϮ>͘ Department Year to Replace Item Description Estimated Cost Streets Public works 2024 Railroad repair 75,000$ Public works 2024 Contract mill and overlay 1,120,000$ Public works 2024 In house mill and overlay 60,775$ Public works 2024 Misc concrete work 61,903$ Public works 2024 ADA Ped Ramp replacements 45,020$ Public works 2024 Utility Reconstruction 300,000$ Police Equipment Police 2024 Ballistic windows 56,000$ Police 2024 Lease Vehicle (5) and Equipment 241,116$ Police 2024 2024 Sprinter Raid Van 175,000$ Parks Recreation 2024 Basketball court - Welcome 25,000$ Recreation 2024 Valley Place Park Hard Court Improvements 600,000$ Tennis Court Lights/Surfacing -$ Basketball Court -$ Recreation 2024 ALL Pavement (Sidewalks @ Trails)110,000$ Utilities Water 2024 6235 -Gate Valve and Hydrant replacement 75,000$ Water 2024 Utility Reconstruction 1,500,000$ Water 2024 Replace SENSUS Radios 350,000$ Sewer 2024 Utility Reconstruction 800,000$ Sewer 2024 Perry Lift Station Panel Replacement 70,000$ Storm water 2024 Rate Control, water quality, structure Rehab projects 150,000$ Storm water 2024 Utility Reconstruction 50,000$ Fleet/Vehicles Comm Dev 2024 Replace #56 - 2014 Ford Focus 26,430$ Public Works 2024 Replace #108 Cushman Gas Truckster 4 Wheel (Replace with ToolCat)100,000$ Public Works 2024 Replace #303 - Sidewalk machine 225,000$ Public Works 2024 Replace #351 - Rayco brush chipper 52,804$ Public Works 2024 Replace #451 - SRECO easement machine 44,590$ Public Works 2024 Replace #310 - 2010 Chevy 3500 85,000$ City of Crystal, Minnesota Capital Improvement Program Schedule of Planned Capital Outlay - 2024 Program Year Buildings City Buildings 2024 HVAC cleaning 35,000$ City Buildings 2024 Replace city hall elevator 200,000$ Public Works 2024 Install boiler for heater 35,000$ Community Center 2024 Security Cameras 80,000$ Community Center 2024 ADA and security update Front desk 85,000$ Pool 2024 Grogan Park Pool improvements 2,800,000$ Pool 2024 Grogan Park pool building improvements 700,000$ Pool 2024 Pool Improvements 500,000$ Aquatic building 2024 Replace staff lockers 20,000$ Aquatic building 2024 Paint interior 20,000$ Aquatic Building 2024 Replace security lighting and exit lights 20,000$ North Fire Station 2024 Replace generator 25,000$ South Fire Station 2024 Replace Parking lot (concrete pad)60,000$ North Lions Park 2024 Replace West Parking lot asphalt 290,000$ 4141 Douglas Drive North • Crystal, Minnesota 55422-1696 Tel: (763) 531-1000 • Fax: (763) 531-1188 • www.crystalmn.gov 2024 STATE LEGISLATIVE PRIORITIES (IN ALPHABETICAL ORDER) 1. Adult-Use Cannabis Legislation should be responsive to the needs of cities as they arise from the implementation of the adult-use cannabis industry, including providing adequate funding through the Local Government Cannabis Aid fund. The City supports efforts that would increase discretion and local authority. 2. Employment Issues a. Clarifying the Earned Sick and Safe Time law regarding applicability to paid on-call firefighters, public sector part-time EMS personnel, and other unique positions. b. The City supports preserving inherent managerial rights for public employers to make decisions regarding budget, personnel, and appropriate levels of public service. 3. Housing a. The City supports the housing funding passed in 2023 and seeks to ensure successful implementation of new programs. b. The City also seeks to advance policy that builds on the state-local partnership and allows broader authority for cities to address their locally- identified housing needs while ensuring that local decision-making authority on zoning and land use remains. 4. Local Government Aid (LGA) The City is thankful for the significant LGA changes passed into law in 2023 and supports allowing annual increases to LGA to keep pace with rising costs due to inflationary pressures on city budgets 5. Local Control The City opposes legislation that erodes local control in cities across Minnesota. 6. Local Sales Taxes The City supports a change in law to generally allow cities to enact a local sales tax for public improvements and capital replacement costs without requiring a special law authorization. 7. Public Safety Duty Disability The City supports ongoing state funding for measures related to injury prevention, treatment, and employer reimbursements. The City opposes efforts to expand conditions presumed to be work-related for workers’ compensation purposes. 8. Recycling The Legislature should review and modify the statutory definitions that consider organic food waste as a recyclable material and therefore subject to the statutory requirement for haulers to charge customers equally. 9. Sales Tax Exemption on Construction Materials The City supports legislation to streamline the process required for cities to secure the sales tax exemption on construction materials. 10. School Resource Officers (SROs) The City calls on the legislature and governor to work with stakeholders including law enforcement, local government, and education organizations to clarify laws pertaining to the authority SROs have in schools. Additional City Priority Topics: • Unfunded Mandates – The state should modify or repeal existing and refrain from imposing new unfunded mandates on the City. • Fire Service Funding – The City supports permanent and ongoing state funding to assist fire departments statewide to improve emergency response and work toward industry standards. • Fundraising Authority – The City supports amending Minn. Stat. § 471 to authorize cities to solicit charitable donations for the purpose of projects that have generated community interest such as parks, trails, and community centers or resources needed for city services. • Administrative Fines for Code Violations – The City supports the use of city administrative fines for local regulatory ordinances, such as building codes, zoning codes, health codes, public nuisance ordinances, and regulatory matters that are not duplicative of misdemeanor or higher-level state traffic and criminal offenses. The Legislature should clarify that both statutory and home rules charter cities have the authority to issue administrative citations for code violations. Further, state statute should allow statutory and home rule charter cities to adjudicate administrative citations and to assess a lien on properties for unpaid administrative fines. • Support for Municipal Energy Goals – The Legislature should assist cities, townships, and counties with tailored efforts to identify appropriate energy efficiency and renewable energy projects for undertaking at the local level. Additionally, the state should provide grants to support the development of local climate action and adaptation plans and tie those plans to funding made available to implement them. • Urban Forest Management Funding – The City supports funding from the general fund or other appropriate state funds for a state matching grant program to assist cities with building capacity for urban forest management and meeting the costs of preparing for, and responding to, catastrophic urban forest problems, including emerald ash borer. The state should establish an ongoing grant program with at least $15 million per year that is usable for those activities. • Election Issues – The Legislature should o support local governments with ongoing and sufficient funding through the Voting Operations, Technology, and Election Resources Account (VOTER) fund to provide cities with resources to conduct elections and meet the mandated requirements set forth in statute; o increase efficiency of administering absentee balloting before Election Day; and o ensure that local units of government are fully reimbursed for all anticipated and unanticipated costs of conducting the presidential nomination primary. o If partisan requirements cannot be met because of late staffing changes in the polling place, then cities should be allowed to meet party balance through an election judge who has not declared a party affiliation. • Development Disputes – The Legislature should amend Minn. Stat. § 462.361 to establish a 60-day time limitation in which an aggrieved person may bring an action against the municipality. • Development Authority Levy Limits – The Legislature should increase or repeal levy limits or increase the levying authority for EDA, HRA, and 91 port authority activities in Minn. Stat. ch. 469. • Tax Increment Financing – The Legislature should increase the ability of TIF to facilitate redevelopment and housing activities. • Comprehensive Plans and Environmental Review – The Legislature should clarify that cities’ comprehensive plans are exempt from review under the Minnesota Environmental Rights Act (MERA). • Authority to Create Public Infrastructure Utilities – The Legislature should authorize cities to create, as a local option, additional utilities such as a transportation or sidewalk utility, that ensure funding for the maintenance of these public amenities. • Adequate Funding for Transportation – More resources must be dedicated to all components of the state’s transportation system, and local units of government must have access to resources and funding tools to meet growing needs. o The City supports funding to assist cities burdened by cost participation responsibilities imposed by improvement projects on the state’s principal arterial system and on the county state aid highway (CSAH) system. o The City supports the establishment of a “Mainstreets Fund” to assist cities with non-transportation-related components of road and street projects such as utility upgrades and improvements that contribute to economic development. • Turnbacks of County and State Roads - Turnbacks should not occur without direct funding or transfer of a funding source. At a minimum, roads that are proposed to be turned back to a city government should be brought up to the standards of the receiving government, or that city should be compensated with a direct payment. • Funding for Non-Municipal State Aid City Streets – The City supports increased dedicated and sustainable state funding for non-MSA city streets • Railroads – The City opposes legislation and policies that disproportionately shift authority, costs, and/or liability away from railroad companies and onto other entities. The public sector should not incur the costs of improvements sought by the private sector, and cities should not be required to fund most of the cost of crossing repairs or improvements. • Continued Health Insurance for Duty Disabled Peace Officers and Firefighters – o The state must fully fund programs that pay for health insurance for police and fire employees injured in the line of duty and dependents of police and fire employees killed in the line of duty as originally required under Minn. Stat. § 299A.465. o The state must avoid further expansion of eligibility for benefits under Minn. Stat. § 299A.465 unless full funding for benefits is provided by the state. o Employees who receive a police and fire disability retirement benefit and accept another job that offers them group health benefits should be required to pay for their group health benefits with the city should they decide to continue them. • Workers’ Compensation – The City opposes the expansion of workers’ compensation and related health insurance benefits because of the potential for dramatically increasing costs • Public Safety Duty Disability – The City supports ongoing full state funding for: o Reimbursement to local governments for providing paid time off to public safety employees who experience work-related trauma and/or are seeking treatment for a mental injury. o Initiatives and programs that provide peer support, emotional trauma training, early intervention, and mental health treatment. • Data Practices Compliance Costs o The City supports allowing political subdivisions to charge for the staff time that is required to comply with wide-ranging data requests. o The City supports providing a mechanism that would permit cities to challenge whether a data request is reasonable and made in good faith. • Updating the Minnesota Government Data Practices Act - The MGDPA should undergo a comprehensive review periodically to address technological changes, and the Legislature should update the law to address those changes. • Open Meeting Law – The Legislature should authorize cities greater flexibility to allow remote participation under the Open Meeting Law. • Sales Tax on Local Government Purchases - The exemption should apply to all purchases made by local units of government. • Tax Hearing and Notification Process - Cities should have the authority to increase the final levy from the preliminary levy with the approval of the commissioner of the Department of Revenue, to meet additional, unforeseen, and uncontrollable needs. For further information, contact Adam R. Bell, City Manager, at 763-531-1140, or Adam.Bell@crystalmn.gov CITY of CRYSTAL Legislative Priorities 2022 Legislative Priorities – 2022 1. Preservation of Local Government Aid Crystal receives signifi cant Local Government Aid (LGA) due to its primarily modest-value single-income residential tax base. LGA helps defray the cost of providing basic municipal services to the city’s residents and businesses. The current LGA formula assumes that the needs of cities decrease as property values increase; however, due to the pandemic, revenues have declined. Furthermore, due to the shift in tax burden from commercial properties to residential properties, cities can’t possibly levy to the extent needed to make up for lost LGA. Crystal supports reviewing the LGA formula to ensure fairness, and that levels should be maintained for cities currently receiving LGA, rather than “punishing” them as the formula is adjusted. SUPPORT FOR... 2. Race Identifi er on State IDs Current Minnesota IDs do not require race identifi cation, and police offi cers must guess a person’s race during non-custodial arrests. In many situations, rather than guess, offi cers leave the information as unknown. This leads to inaccurate data at a time when police departments are working toward improving public contact tracking. Crystal supports adding race to state driver’s licenses and identifi cation cards so that the information is automatically captured when the ID is scanned, allowing law enforcement to more accurately track public contacts. (LG res of res T n Cr en fo “ Proper ty Property TaxesTaxes State State Aid and Aid and CreditsCredits Local city councils are the most knowledgeable and directly accountable agency that establishes budgets and tax levies appropriate for their community’s needs. Crystal supports legislation allowing local councils to make responsible and appropriate budget and levy decisions without levy limits within the broad context of state and federal laws. 4. Local Financial Control Legislative Priorities – 2022 When making budget decisions, local elected offi cials seek input from the community about its priorities. Current state law (MS 275.60) does not provide authority for local offi cials to have an advisory ballot question regarding constituent interest for a levy dedicated for a specifi c use – such a park or trail – but there is no intention of bonding for such uses. Crystal supports legislation authorizing advisory ballot questions regarding specifi c levies not associated with the issuance of bonds. 5. Advisory Ballot Questions able ate out e 3. Public Safety Due to the dramatic increase in violent crime in Crystal and throughout the metro area, Crystal supports legislation requiring bail for violent offenders. CITY of CRYSTAL Legislative Priorities 2021 Legislative Priorities – 2021 Advisory Ballot Questions on Tax Levy Race Identifi er on State ID’s When making budget decisions, elected offi cials seek input from the community to best represent In order for police offi cers to more accurately track all public contacts, race needs to be added to Minnesota Identifi cation Card and Minnesota Driver’s License so that the information will automatically be captured as ID’s/Licenses are scanned. Offi cers have to make a guess based on their observation about the race of the person when contact is made on non-custodial arrests. In many situations, offi cers opt to leave that information as unknown rather than making a guess. This leads to confusion and lack of accurate data as police departments work towards greater tracking of public contacts. Crystal supports adding race to state ID’s so police offi cers can acccurately track public contacts. track all n ack of accurate data as SUPPORT FOR... constituent interest. Current state law (MS 275.60) does not provide authority for local offi cials to have an advisory ballot question regarding constituent interest/support for a levy dedicated for a specifi c use such as parks or trails, but there is no intention of bonding for such uses. During the 2016 Legislative session, a bill (SF 1946/HF 2093) was introduced which authorized a ballot question regarding the imposition of a dedicated levy. Crystal supports adoption of legislation authorizing advisory ballot questions regarding specifi c levies not associated with the issuance of bonds. The Legislature needs to allow local elected offi cials to establish budgets and tax levies appropriate for their communities’ needs; local city councils are the most directly accountable elected offi cials and best understand the needs of their communities. Crystal supports no levy limits and the Legislature allowing local agencies to manage their budgets responsibly and appropriately, within the broad context of state and federal laws. Group Homes or Institutional Housing providing Specialized Nursing Care and Health-Related Services (such as brain injuries or mental health) Registered or Licensed by the State of County: Minnesota Statutes 462.357, Subd. 7, provides that state-licensed residential facilities or housing- with-services establishments, registered under Chapter 144 D serving six or fewer persons, or a licensed day care facility serving 12 or fewer Budget and Levy Control Legislative Priorities – 2021 persons, is considered a permitted single-family residential property use. In most cases, group homes fi t into single-family neighborhoods seamlessly. Similarly, there are some institutional residential facilities serving adults with various impairments – such as brain injuries or mental health issues – that are licensed or registered for programming by the state or Hennepin County. They are considered housing with services and are not inspected by the state. In cases where there have been excessive calls for service, there needs to be an inspection mechanism or procedure for residents and neighbors to request the licensure of such property be reviewed with public input. Crystal supports legislation that creates such a mechanism and process providing routine maintenance inspections of specialized care facilities. Due to its mostly modest single-family residential tax base, Crystal receives a signifi cant allocation of Local Government Aid (LGA) annually to help defray the costs of providing basic services to residents. As the formula is currently written, cities’ needs have been determined to have decreased, due to increasing property values; however, due to the pandemic, cities’ revenues have declined and cities can’t possibly levy to the extent needed to make up for any reductions in LGA. Crystal supports reviewing the formula to ensure fairness but maintains that cities currently receiving LGA shouldn’t be “punished” by losing current aid as the formula is adjusted. Cities should continue to receive LGA at current levels. Review of Local Government Aid Formula id (LGA) annually to help defray ents. eds have increasing mic, cities’ bly levy to tions sure ceiving nt aid as the o receive LGA at 4141 Douglas Drive North • Crystal, Minnesota 55422-1696 Tel: (763) 531-1000 • Fax: (763) 531-1188 • www.crystalmn.gov 2020 STATE LEGISLATIVE PRIORITIES 1. Local Government Aid Due to its mostly modest single-family residential tax base, Crystal receives a significant allocation of Local Government Aid (LGA) annually to help defray the costs of providing basic services to residents. In recent years the Legislature has been evaluating adjustments to the formula, for more equitable allocation of aid. If recent efforts to revise the formula had succeeded, many Minnesota cities would have received less LGA as part of “corrections” to the formula. Crystal supports reviewing the formula to ensure fairness but maintains that cities currently receiving LGA shouldn’t be “punished” by losing current aid as the formula is adjusted. Cities should continue to receive LGA at current levels. 2. Crystal Police Facility Project: Sales Tax Exemption: The Crystal City Council has approved funding for a new police facility on the City Hall campus. The total project is estimated to cost $16 million, including architectural, design and construction management. Of this $16 million, it is estimated that sales tax on the construction materials for this project will cost approximately $500,000. If these materials are exempt from the sales tax, that money can either go into the project or reduce the total cost of the project. The Crystal City Council supports the inclusion of this project in Statute 297A.71, Subd. 52, as exempt from sales tax, with other public facility construction projects. Support Governor Walz’ Bonding Bill: Governor Walz included $4 million in his 2020 bonding bill towards the total project costs of the new police facility. The Crystal City Council supports the Governor’s bonding recommendation. 3. Local Control: Budgets: The Legislature needs to allow local elected officials to establish budgets and tax levies appropriate for their communities’ needs; local city councils are the most directly accountable elected officials and best understand the needs of their communities. Crystal supports no levy limits and the Legislature allowing local agencies to manage their budgets responsibly and appropriately, within the broad context of state and federal laws. Group Homes or Institutional Housing providing Specialized Nursing Care and Health-Related Services (such as brain injuries or mental health) registered or licensed by the State of County: Minnesota Statutes 462.357, Subd. 7, provides that state licensed residential facilities or housing with services establishments registered under Chapter 144 D serving 6 or fewer persons, or a licensed day care facility serving 12 or fewer persons, is considered a permitted single family residential use of property. In most cases, group homes fit into single family neighborhoods seamlessly. Similarly, there are some institutional residential facilities serving adults with various impairments such as brain injury or mental health that are licensed or registered for programming by the State or Hennepin County and are considered housing with services. There are rare cases in which a particular group home or residential facility is not managed in the best interests of the adjacent neighborhood and in fact, the group home or residential facility is disruptive to the other families and properties in the neighborhood. In cases where there have excessive calls for service, there needs to be some sort of mechanism for residents and neighbors to request the licensure of such property be reviewed and public input provided. Crystal supports legislation creating such a mechanism and process provision. 4. Advisory Ballot Questions on Tax Levy Dedicated for Specific Purpose: When making budget decisions, elected officials seek input from the community to best represent constituent interest. Current state law (MS 275.60) does not provide authority for local officials to have an advisory ballot question regarding constituent interest/support for a levy dedicated for a specific use such as parks or trails but there is no intention of bonding for such uses. During the 2016 Legislative session, a bill (SF 1946/HF 2093) was introduced which authorized a ballot question regarding the imposition of a dedicated levy. Crystal supports adoption of legislation authorizing advisory ballot questions regarding specific levies not associated with the issuance of bonds. For further information, contact Anne Norris, City Manager, at 763-531-1140, or anne.norris@crystalmn.gov CITY MANAGER MONTHLY CHECK-IN – JANUARY 2024 Objective 1 - Strategic planning for continued implementation of Council priorities: • Thriving Business Community o Continuing to work through and advocate for city and community's interest with Blue Line Extension and anti-displacement efforts o Continuing to work with the New Hope Business Association (CBA 2.0) • Strong Neighborhoods o Park Commission conducted review of Master Parks System Plan o Continuing to work with businesses on THC sales compliance o Submitting council feedback to Hennepin County regarding HERC closure o Working with HRG to look into organized organic waste collection o Following the Council Work Session, working on the adoption of the Crystal Airport/MAC/JAZB ordinance amendments o Pursuing construction manager contract for the Crystal Cove Aquatic Center project • Sound fiscal policies and practices o Continuing to seek additional outside funding for projects o Submitted budget and year-end reports to the state o Implementing 2024 Capital Program • Welcoming and inclusive community o Inclusion & Diversity Commission – The Commission held a joint work session with the Council in December. The commission met with Recreation staff and JCCP Liaison in January. Will be working on 2024 Work Plan in February. Objective 2 - Work-Life Balance/Professional Development • Supporting staff wellness • Support staff’s continuing professional growth and development • Connecting with neighboring city managers on various local issues • Participate in metro and state professional organizations • Continuing participation in city manager leadership/peer group • Working with Consultant on 2024 City Manager Work/Development Plan Page 1 of 1 4141 Douglas Drive North • Crystal, Minnesota 55422-1696 Tel: (763) 531-1000 • Fax: (763) 531-1188 • www.crystalmn.gov Page 1 of 3 4141 Douglas Drive North • Crystal, Minnesota 55422-1696 Tel: (763) 531-1000 • Fax: (763) 531-1188 • www.crystalmn.gov Posted: Jan. 12, 2024 City Council Meeting Agenda Tuesday, Jan. 16, 2024 7 p.m. Council Chambers/Zoom Meeting The city manager’s comments are bolded. 1. Call to Order, Roll Call, and Pledge of Allegiance 2. Approval of Agenda The Council will consider approval of the agenda. 3. Proclamation 3.1 The Mayor will proclaim February 2024, as Black History Month in the City of Crystal. 4. Appearances 4.1 Police Chief Revering will introduce Officer Josh Butterfield, who has completed probation.* 5. Consent Agenda The Council will consider the following items, which are routine and non-controversial in nature, in a single motion: 5.1 Approval of the minutes from the following meetings: a. The City Council work session on Jan. 2, 2024. b. The City Council meeting on Jan. 2, 2024. 5.2 Approval of the list of license applications submitted by the city clerk to the City Council, a list that is on file in the office of the city clerk. 5.3 Adoption of a resolution accepting a donation. 5.4 Adoption of a resolution appointing City Manager Adam R. Bell as Crystal’s representative to the Joint Water Commission for a term to expire Jan. 31, 2027. 5.5 Adoption of a resolution appointing Randy Bergstrom as Crystal’s alternate representative to the Shingle Creek Management Commission for a term to expire Jan. 31, 2027. 5.6 Adoption of a resolution approving a new premises permit for lawful gambling at Buffalo Wild Wings #69, 5590 West Broadway, submitted by West Metro Fire-Rescue District Firefighters Relief Association. 5.7 Adoption of a resolution designating a municipal advisor. 5.8 Adoption of a resolution establishing an Absentee Ballot Board for the 2024 elections. 5.9 Adoption of a resolution appointing election judges for the 2024 elections. 5.10 Adoption of a resolution approving the 2024 Council Rules. Page 2 of 3 6. Open Forum The City Council appreciates hearing from citizens about items of concern and desires to set aside time during each meeting for Open Forum. To provide ample opportunity for all, speaking time is limited to three minutes and topic discussion is limited to 10 minutes. The Mayor may, as presiding officer, extend the total time allowed for a topic. By rule, no action may be taken on any item brought before the Council during Open Forum. The Council may place items discussed during Open Forum onto subsequent council meeting agendas. 7. Public Hearing 7.1 The Mayor will open a public hearing to receive comment, and the Council will consider approval of a new off-sale liquor license for Vangcheng, LLC d/b/a Liquor Barrel Wine and Spirits located at 5628 West Broadway. The applicant, Cheng Her, has submitted a new off-sale liquor license application on behalf of Vangcheng, LLC d/b/a Liquor Barrel Wine and Spirits located at 5628 West Broadway. Additionally, Mr. Her has also applied for a retail tobacco license. The property is zoned Commercial (C), and liquor stores are a permitted use in that district. Staff has reviewed the liquor license application materials, and a background check was completed by the police department. Staff finds no reason to prohibit the issuance of the license. Approval of the license is recommended. 8. Regular Agenda 8.1 The Council will consider approval of disbursements of more than $25,000 submitted by the finance department to the City Council, a list that is on file in the office of the finance department. Recommend approval of disbursements over $25,000. 8.2 The Council will consider approval of a contract with Tubman for domestic assault advocate services. After switching to Tubman for the City’s domestic assault advocacy services, staff has been satisfied with the service and recommends continuing with Tubman and the embedded advocate. The cost for Tubman in 2024 is $57,500, which is the same as 2023. Approval is recommended. 8.3 The Council will consider a resolution authorizing the purchase of a Sprinter van for the Police Department. The city’s current SWAT vehicle, which is used by West Metro SWAT, is 24 years old with more than 200,000 miles and does not meet the current needs. The current vehicle also offers no rescue capabilities and has insufficient security and protection features. The City budgeted $175,000 in the Police Equipment Revolving Fund in the 2024-2033 LTP for the replacement of this vehicle in 2024. The Police Department has obtained a quote for a replacement vehicle and equipment within the budgeted amount. Recommend approval for the acquisition and equipping of a replacement SWAT vehicle in the amount not to exceed $175,000. Page 3 of 3 8.4 The Council will consider a resolution authorizing construction management services for the Crystal Cove Aquatic Center project. Due to the complexity of the Crystal Cove Aquatic Center project construction, staff is recommending using a construction manager for the project as was done for previous large-scale capital projects like the Police Station. The construction manager for that project was Kraus-Anderson, and staff is recommending using them again in this case. The pre-construction cost is $5,000. After the project bid is awarded, the amended construction manager cost will be 2% of the approved bid cost. That amendment will come back before the council for approval at that time. Recommend approval of the Construction Manger Services Agreement with Kraus-Anderson. 9. Announcements a. The next City Council meeting is Tuesday, Feb. 6 at 7 p.m. in the Council Chambers at City Hall and via Zoom. b. Metro Transit and Hennepin County will hold a community open house to show the latest plans for the Blue Line Extension on Thursday, March 7 from 5-8 p.m. at the Crystal Community Center. c. City Council meetings and work sessions are open to the public. Current and previous meetings are available for viewing and listening at www.crystalmn.gov. 10. Adjournment Have a great weekend; reminder that city offices are closed on Monday, Jan. 15 in observance of the Rev. Dr. Martin Luther King, Jr. Day holiday. See you at Tuesday’s meeting. 4141 Douglas Drive North • Crystal, Minnesota 55422-1696 Tel: (763) 531-1000 • Fax: (763) 531-1188 • PROCLAMATION BLACK HISTORY MONTH FEBRUARY 2024 WHEREAS, the city of Crystal is committed to recognizing and honoring all members of our community and one of the City Council’s priorities is that Crystal be a city in which all feel welcomed; and WHEREAS, across the United States, this February millions of Americans are joining together to celebrate the accomplishments and lasting impacts of our country’s Black leaders, citizens, and people; and WHEREAS, in this month-long, national celebration, we applaud the contributions of the Black community to build lasting change for generations to come; and WHEREAS, the City of Crystal’s recent establishment of an Inclusion and Diversity Commission will help further the goal of identifying ways to eliminate barriers and promote a safe, welcoming, inclusive, and diverse community; and WHEREAS, the Crystal City Council invites all members of the community to commit to understanding, justice, freedom, and equality for all. NOW, THEREFORE, I, Jim Adams, as Mayor of Crystal, do hereby proclaim February 2024 as BLACK HISTORY MONTH in the City of Crystal. Dated this 6th day of February, 2024. ________________________________ Jim Adams, Mayor 3.1 Crystal City Council work session minutes Jan. 2, 2024 Pursuant to due call and notice given in the manner prescribed by Section 3.01 of the City Charter, the work session of the Crystal City Council was held at 6:47 p.m. on Jan. 2, 2024, in the Council Chambers at City Hall, 4141 Douglas Dr. N., Crystal, MN and via Zoom. Mayor Adams called the meeting to order. I.Attendance The city clerk recorded the attendance for city council members and staff: Council members present: Cummings, Kamish, Kiser, Adams and Budziszewski. Council Member Onesirosan attended the meeting remotely via Zoom. Council Member Eidbo was absent. City staff present: City Manager A. Bell, City Attorney T. Gilchrist, Interim Public Works Director/City Engineer B. Perkey, Police Chief S. Revering, Community Development Director J. Sutter and City Clerk C. Serres. Assistant City Manager K. Therres and Recreation Director J. Elholm were present via Zoom. Also present: Hennepin County Commissioner Jeff Lunde, Hennepin County Environment & Energy Department staff Randy Kiser and Ben Knudson, and Hennepin Recycling Group Administrator Tim Pratt. II.Agenda The Council and staff discussed the following agenda items: 1.Constituent issues. 2.New business. 3.Announcements. 4.Hennepin Energy Recovery Center closure and Hennepin County Zero Waste. At 7 p.m., Mayor Adams continued the work session to resume immediately after the Economic Development Authority meeting. Mayor Adams reconvened the work session at 7:42 p.m. to continue discussion of the Hennepin Energy Recovery Center closure and Hennepin County Zero Waste. III.Adjournment The work session adjourned at 8:55 p.m. Jim Adams, Mayor ATTEST: Christina Serres, City Clerk 5.1(a) Crystal City Council meeting minutes Jan. 2, 2024 Page 1 of 4 1.Call to Order Pursuant to due call and notice given in the manner prescribed by Section 3.01 of the City Charter, the meeting of the Crystal City Council was held on Jan. 2, 2024, at 7 p.m. in the Council Chambers at City Hall, 4141 Douglas Dr. N. in Crystal, MN and via Zoom. Mayor Adams called the meeting to order. Roll Call Mayor Adams asked the city clerk to call the roll for elected officials. Upon roll call, the following attendance was recorded: Council members present: Cummings, Kamish, Kiser, Adams and Budziszewski. Council Member Onesirosan attended the meeting remotely via Zoom, but did not participate as a voting member. Council Member Eidbo was absent. City staff present: City Manager A. Bell, City Attorney T. Gilchrist, Interim Public Works Director/City Engineer B. Perkey, Police Chief S. Revering, Deputy Police Chief B. Hubbard, Community Development Director J. Sutter and City Clerk C. Serres. Assistant City Manager K. Therres and Recreation Director J. Elholm were present via Zoom. Pledge of Allegiance Mayor Adams led the Council and audience in the Pledge of Allegiance. 2.Approval of Agenda The Council considered approval of the agenda. Moved by Council Member Budziszewski and seconded by Council Member Kamish to approve the agenda with the addition of consent agenda item 4.6 and updated regular agenda item 6.1. Motion carried. 3.Proclamation 3.1 The Mayor proclaimed Jan. 15, 2024, as Rev. Dr. Martin Luther King, Jr. Day in the City of Crystal. 4.Consent Agenda The Council considered the following items, which are routine and non-controversial in nature, in a single motion: 4.1 Approval of the minutes from the following meetings: a.The City Council work session on Dec. 14, 2023. b.The City Council work session on Dec. 19, 2023. c.The City Council meeting on Dec. 19, 2023. d.The City Council and Inclusion and Diversity Commission joint work session on Dec. 19, 2023. 4.2 Approval of the list of license applications submitted by the city clerk to the City Council, a list that is on file in the office of the city clerk. 5.1(b) Crystal City Council meeting minutes Jan. 2, 2024 Page 2 of 4 4.3 Approval of designating the Sun Post as the primary legal newspaper and the Star Tribune as the secondary legal newspaper for the City of Crystal in 2024. 4.4 Adoption of Res. No. 2024-01, designating depositories of the City of Crystal in 2024. 4.5 Approval of the following annual city staff appointments for 2024: a. Hennepin Recycling Group (HRG): City Manager Adam R. Bell. b. Local Government Information Systems (LOGIS): Board Member – City Manager Adam R. Bell; alternate – Assistant City Manager Kim Therres. c. Northwest Suburbs Cable Communications Commission and CCX Media: Board Member - City Manager Adam R. Bell. d. Pets Under Police Security (PUPS): Board Member – Deputy Police Chief Brian Hubbard; alternate – Police Chief Stephanie Revering. 4.6 Approval of the summary of the Dec. 14, 2023, closed City Council work session. Moved by Council Member Kiser and seconded by Council Member Cummings to approve the consent agenda. Motion carried. 5. Open Forum The following persons addressed the Council during open forum: • Dave Kiser, thanked city staff for their assistance with the NEAR Food Shelf toy distribution event held at the Crystal Community Center. • Angela Spores, 4427 Welcome Ave. N., expressed concerns regarding organics recycling. 6. Regular Agenda 6.1 The Council considered approval of disbursements over $25,000 submitted by the finance department to the City Council, a list that is on file in the office of the finance department. Moved by Council Member Kiser and seconded by Council Member Kamish to approve the updated list of disbursements over $25,000. Voting aye: Cummings, Kamish, Kiser, Adams and Budziszewski. Not voting: Onesirosan. Absent, not voting: Eidbo. Motion carried. 6.2 The Council considered the following appointments for Mayor Pro Tem and Council commission liaisons and representatives for 2024. Mayor Pro Tem: Budziszewski. Inclusion and Diversity Commission Council Liaison: Cummings. Parks and Recreation Commission Council Liaison: Eidbo. Planning Commission Council Liaison: Onesirosan. Quad Communities Beyond the Yellow Ribbon Council Representative: Kamish. Northwest Suburbs Cable Communications Commission Council Representative: Kamish. Blue Line Extension Corridor Management Committee Council Representative: Adams; alternate - Kiser. 5.1(b) Crystal City Council meeting minutes Jan. 2, 2024 Page 3 of 4 Bottineau Community Works Steering Committee Council Representative: Kiser; alternate - Adams. Moved by Council Member Budziszewski and seconded by Council Member Kiser to approve the above appointments for Mayor Pro Tem and Council commission liaisons and representatives for 2024. Voting aye: Cummings, Kamish, Kiser, Adams and Budziszewski. Not voting: Onesirosan. Absent, not voting: Eidbo. Motion carried. 6.3 The Council considered a resolution approving replacement windows in the Police Department. Police Chief Stephanie Revering addressed the Council. Moved by Council Member Budziszewski and seconded by Council Member Cummings to adopt the following resolution: RESOLUTION NO. 2024 – 02 RESOLUTION APPROVING POLICE DEPARTMENT WINDOW REPLACEMENT Voting aye: Cummings, Kamish, Kiser, Adams and Budziszewski. Not voting: Onesirosan. Absent, not voting: Eidbo. Motion carried, resolution declared adopted. 6.4 The Council considered approval of an employment agreement with the city manager for 2024. City Manager Adam R. Bell addressed the Council. Moved by Council Member Kamish and seconded by Council Member Cummings to approve an employment agreement with the city manager for 2024. Voting aye: Cummings, Kamish, Kiser, Adams and Budziszewski. Not voting: Onesirosan. Absent, not voting: Eidbo. Motion carried. 7. Announcements The Council and staff made announcements about upcoming events. 8. Adjournment Moved by Council Member Budziszewki and seconded by Council Member Kiser to adjourn the meeting. Motion carried. 5.1(b) Crystal City Council meeting minutes Jan. 2, 2024 Page 4 of 4 The meeting adjourned at 7:35 p.m. ___________________________________ Jim Adams, Mayor ATTEST: _____________________________________ Christina Serres, City Clerk 5.1(b) Page 1 of 2 City of Crystal Council Meeting Jan. 16, 2024 Applications for City License Massage Therapy Enterprise and Therapist Damien Wiesneth, 5701 Kentucky Ave. N., Suite 104, Crystal, MN 55428 (Pre-approved by City Manager Bell 1/8/2024) Rental (New) 3400 Edgewood Ave. N. – Melissa and Ryan Hamilton (Conditional) 5237 Florida Ave. N. – Muhammad Gadari (Conditional) 5762 West Broadway – SFR II Borrower 2021-3 LLC (Conditional) 6929 50th Ave. N. – Kristy Spratt (Conditional) Rental (Renewal) 5015 Angeline Ave. N. – Clifford Benson (Conditional) 5203 Angeline Ave. N. – Abdirahman Adam (Conditional) 5232 Angeline Ct. N. – Emmanuel Ruedenberg 4321 Colorado Ave. N. – James and Alice Baker 4337 Colorado Ave. N. – Stephanie LaFave 3038 Douglas Dr. N. – McGowan Family Trust 3246 Douglas Dr. N. – Bassett Creek Apartments LLC (Conditional) 3317 Douglas Dr. N. – Four Seasons (Conditional) 6160 Florida Ave. N. – Clint Schuman (Conditional) 4213 Georgia Ave. N. – Derek Gjestson (Conditional) 3415 Hampshire Ave. N. – Todd Stenson (Conditional) 4319 Hampshire Ave. N. – Maria Thomas (Conditional) 5407 Hampshire Ave. N. – Belden River Real Estate (Conditional) 5228 Kentucky Ave. N. – Michael Mills (Conditional) 7017 Lombardy Ln. – Berkley Group (Conditional) 3522 Major Ave. N. – Premium Property Group (Conditional) 3532 Major Ave. N. – Lance Rosenberg (Conditional) 6317 Markwood Dr. N. – Gary Pfeifer 5412 Maryland Ave. N. – Grigoriy Vayntrub (Conditional) 5708 Oregon Ct. N. – Hung Huynh (Conditional) 5625 Nevada Ave. N. – Bachaus Investment Props LLC (Conditional) 5525-5527 Quail Ave. N. – Sky Blue Properties LLC 3432 Regent Ave. N. – Bin Wang 5525 Regent Ave. N. – Cheng Lor (Conditional) 5748 Regent Ave. N. – 5748 Regent LLC 5518 Toledo Ave. N. – Ben Hartzell 4400 Xenia Ave. N. – CM Properties of MN LLC (Conditional) 3815 Yates Ave. N. – Kerby Skurat (Conditional) 4712 Yates Ave. N. – Hawkeye Real Estate (Conditional) 5509 Yates Ave. N. – Princess Yanforth Wilson (Conditional) 3319 Zane Ave. N. – Zeeba Investments LLC 6300 27th Ave. N. – Solar Partnership IV LLP (Conditional) 5.2 Page 2 of 2 Rental (Renewal) 7700/10/20 36th Ave. N. – Smith-Sturm Inv Winnetka Village (Conditional) 5625 45th Ave. N. – John Morey (Conditional) 6720 45th Ave. N. – Robert Loukinen (Conditional) 5332 49th Ave. N. – Vijay Venkataraman (Conditional) 6424 50th Ave. N. – Deanna Anderson (Conditional) 5001 52nd Ave. N. – Kevin Christ (Conditional) 6617 52nd Ave. N. – Ripberger LLC (Conditional) 6818 58th Ave. N. – Invitation Homes Tobacco Northern Tier Retail, LLC dba Speedway, #4187, 7818 36th Ave. N., Crystal, MN 55427 (Pre-approved by City Manager Bell 1/8/2024) Northern Tier Retail, LLC dba Speedway #4052, 5359 West Broadway, Crystal, MN 55428 (Pre-approved by City Manager Bell 1/8/2024) Tree Trimmer Eagle Tree Service Inc., 8637 225th Ave. N.W., Burns Township, MN 55330 Golden Leaf Tree Service, 1400 Sumter Ave. N., Golden Valley, MN 55427 Minnesota Tree Experts, 7527 Oliver Ave. N., Brooklyn Park, MN 55444 Neighborhood Tree Care, LLC, 6271 Central Ave. N.E., Fridley, MN 55432 Nick’s Tree Service, 9000 Foxline Dr., Corcoran, MN 55340 Northeast Tree Inc., 2124 Marshall St. N.E., Suite 3, Minneapolis, MN 55418 SOS Schroeder Outdoor Services, 5346 Lakeside Ave. N., Crystal, MN 55429 Urban Tree and Landscape LLC, P.O. Box 644, Albany, MN 56307 5.2 CCCRRRYYYSSSTTTAAALLL PPPOOOLLLIIICCCEEE DDDEEEPPPAAARRRTTTMMMEEENNNTTT “Service with Compassion, Integrity, & Professionalism” TO: Mayor and Council Members FROM: Stephanie K. Revering, Chief of Police CC: Adam R. Bell, City Manager DATE: January 10, 2024 SUBJECT: Donation: January 16, 2024, Council Meeting ___________________________________________________________________________ MMEEMMOORRAANNDDUUMM BACKGROUND The police department received several gift cards from residents Bernie and Lori Borschke (2900 block of Edgewood Avenue North, Crystal). They would like the police department to utilize the gift cards for community engagement events such as Shop with a Cop, MAC meetings, those residents in need, etc.). We can’t thank the Borschke’s enough for their generous donation to the city! As always, please let me know if you have any questions. Thanks. 5.3 CITY OF CRYSTAL RESOLUTION NO. 2024 - ___ RESOLUTION ACCEPTING A DONATION FROM BERNIE BORSCHKE WHEREAS, Minnesota Statute §465.03 requires that all gifts and donations of real or personal property be accepted only with the adoption of a resolution; and WHEREAS, said donations must be accepted by a resolution adopted by the City Council. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Crystal to accept the following donation: Donor Purpose Amount Bernie Borschke Crystal Police Department $2,100 (Applebee’s gift cards) community events and engagement And BE IT FURTHER RESOLVED that the Crystal City Council sincerely thanks Bernie Borschke for the generous donation. Adopted by the Crystal City Council this 16th day of January, 2024. By: __________________________ Jim Adams, Mayor ATTEST: __________________________ Christina Serres, City Clerk 5.3 CITY OF CRYSTAL RESOLUTION NO. 2024 - ___ RESOLUTION REAPPOINTING COMMISSIONER TO JOINT WATER COMMISSION WHEREAS, the City of Crystal, with the cities of Golden Valley and New Hope, comprise the Joint Water Commission, for the purpose of purchasing water from the city of Minneapolis and maintaining a joint water supply, storage and distribution system; and WHEREAS, the Joint Water Commission is composed of three members, the city manager of each city and are appointed by the City Council of each city; and WHEREAS, the Joint Water Commissioners serve a term of three years; and WHEREAS, Crystal’s Commissioner is City Manager Adam R. Bell and the term has expired. NOW, THEREFORE, BE IT RESOLVED that the Crystal City Council approves the reappointment of Adam R. Bell as Crystal’s commissioner to the Joint Water Commission to complete the term expiring January 31, 2027. Adopted by the Crystal City Council this 16th day of January 2024. ___________________________ Jim Adams, Mayor ATTEST: ______________________________ Christina Serres, City Clerk 5.4 Memorandum DATE: January 9, 2024 TO: Mayor and City Council FROM: City Manager Adam R. Bell SUBJECT: Adoption of a resolution reappointing Randy Bergstrom to the Shingle Creek Watershed Management Commission as Crystal’s alternate representative _____________________________________________________________________________ SUMMARY Randy Bergstrom is currently the City’s alternate representative to the Shingle Creek Watershed Management Commission. His current term expires on Jan. 31, 2024. Representative Bergstrom has applied for reappointment. Because the City is required to appoint a representative to the Commission, it is recommended that Randy be reappointed as Crystal’s alternate representative. RECOMMENDED ACTION Motion to adopt the resolution reappointing Randy Bergstrom as the City’s alternate representative to the Shingle Creek Watershed Management Commission. ATTACHMENTS Application Resolution Reappointing Alternate Representative to the Shingle Creek Watershed Management Commission 5.5 CITY OF CRYSTAL RESOLUTION NO. 2024 - ___ RESOLUTION REAPPOINTING ALTERNATE REPRESENTATIVE TO THE SHINGLE CREEK WATERSHED MANAGEMENT COMMISSION WHEREAS, the City of Crystal is a member of the Shingle Creek Watershed Management Commission (SCWMC); and WHEREAS, the SCWMC has been organized under Minnesota Statutes to manage the storm waters of cities whose boundaries fall within the water management area; and WHEREAS, the City of Crystal has adopted a Joint Powers Agreement with other SCWMC members and appoints citizen representatives therein; and WHEREAS, the bylaws provide for the City Council of each member city of the SCWMC to appoint a representative and alternate; and WHEREAS, Randy Bergstrom is the current Crystal alternate representative to the SCWMC, having last been reappointed on December 15, 2020, and his term expires January 31, 2024; and WHEREAS, he has reapplied to continue to serve in his current capacity. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Crystal, Minnesota, that Randy Bergstrom is hereby reappointed as Crystal’s alternate representative to the SCWMC for a three-year term expiring January 31, 2027. Adopted by the City Council of the City of Crystal this 16th day of January 2024. ____________________________________ Jim Adams, Mayor ATTEST: ________________________________ Christina Serres, City Clerk 5.5 CITY COUNCIL STAFF REPORT Consent Agenda: Jan. 16, 2024 City Council meeting Consideration of a new premises permit for lawful gambling at 5590 West Broadway DATE: Jan. 11, 2024 FROM: City Clerk Chrissy Serres TO: Mayor and City Council City Manager Adam R. Bell RE: Consideration of a new premises permit for lawful gambling at 5590 West Broadway Background West Metro Fire-Rescue District Firefighters Relief Association (WMFRDFRA) is requesting a new premises permit for lawful gambling at Blazin Wings, Inc. d/b/a Buffalo Wild Wings #69, 5590 West Broadway. Lawful gambling may be conducted on premises licensed for the sale of on-sale liquor by non-profit organizations licensed by the Minnesota Gambling Control Board (“Board”). WMFRDFRA is licensed by the Board and has premises permits to conduct lawful gambling at Big Louie’s Bar and Grill located at 5216 West Broadway, and Steve O’s located at 4900 West Broadway. Buffalo Wild Wings #69 has a current on-sale liquor license. Before the Board can issue a new premises permit, the City Council must give prior approval of the application by resolution. A background check was completed by the police department, and staff finds no reason to prohibit issuance of the premises permit. The organization meets the eligibility requirements of City Code Section 1130.05, Subd. 2. Exhibits A. Resolution approving a new premises permit for lawful gambling. B.Board Form LG214: Premises Permit Application. C.Board Form LG215: Lease for Lawful Gambling Activity. Requested City Council action Adoption of the resolution approving a new premises permit for lawful gambling at Blazin Wings, Inc. d/b/a Buffalo Wild Wings #69, submitted by West Metro Fire-Rescue District Firefighters Relief Association. 5.6 RESOLUTION NO. 2024 - ___ RESOLUTION APPROVING A NEW PREMISES PERMIT FOR LAWFUL GAMBLING AT BUFFALO WILD WINGS #69 5590 WEST BROADWAY, CRYSTAL, MINNESOTA BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CRYSTAL: Section 1. Background: Findings. 1.01. Minnesota Statutes, Chapter 349, provides that organizations licensed by the Minnesota Gambling Control Board (“Board”) must obtain from the Board a premises permit for the conduct of lawful gambling at a specific location. The statute also provides that the premises permit will not be issued unless the organization submits a resolution of the City Council approving the premises permit. 1.02. The City has received a Premises Permit Application from the organization listed in Exhibit A. 1.03. The City finds and determines that the organization listed on Exhibit A has paid the investigation fee required by subsection 1130.03 of the City Code. 1.04. The City further finds and determines that, in its judgment, the conduct of lawful gambling at the premises listed on Exhibit A will not adversely affect the public health, safety or welfare, and that none of the applicants have engaged in conduct constituting grounds for the revocation or suspension of an intoxicating liquor license, if applicable. 1.05. It is further found and determined that the City has made no independent investigation of the applicants listed in Exhibit A and expresses no judgment as to the qualifications or eligibility of the applicants under state law for the requested permits. Sec. 2 Approvals; Authorizations. 2.01. The Premises Permit Application listed in Exhibit A commencing on the date of this resolution with an expiration date set by the State of Minnesota is hereby approved. 2.02. The city clerk is authorized and directed to send a certified copy of this resolution to each applicant listed on Exhibit A. Adopted: January 16, 2024. _____________________________________ Jim Adams, Mayor ATTEST: ___________________________________________ Christina Serres, City Clerk Exhibit A 5.6 EXHIBIT A RESOLUTION NO. 2024 - ___ Organization Premises West Metro Fire-Rescue District Firefighters Relief Association Blazin Wings, Inc. d/b/a 4101 Douglas Dr. N. Buffalo Wild Wings #69 Crystal, MN 55429 5590 West Broadway Crystal, MN 55428 5.6 Exhibit B 5.6 LG214 Premises Permit Application 6/15 Page 2 of 2 ACKNOWLEDGMENT BY LOCAL UNIT OF GOVERNMENT: APPROVAL BY RESOLUTION CITY APPROVAL COUNTY APPROVAL for a gambling premises for a gambling premises located within city limits located in a township City Name: County Name: Date Approved by City Council: Date Approved by County Board: Resolution Number: Resolution Number: (If none, attach meeting minutes.) (If none, attach meeting minutes.) Signature of City Personnel: Signature of County Personnel: Title: Date Signed: Title: Date Signed: TOWNSHIP NAME: Complete below only if required by the county. Local unit of government On behalf of the township, I acknowledge that the organization is must sign. applying to conduct gambling activity within the township limits. (A township has no statutory authority to approve or deny an application, per Minnesota Statutes 349.213, Subd. 2.) Print Township Name: Signature of Township Officer: Title: Date Signed: ACKNOWLEDGMENT AND OATH 1. I hereby consent that local law enforcement officers, 6. I assume full responsibility for the fair and lawful operation of the Board or its agents, and the commissioners of all activities to be conducted. revenue or public safety and their agents may enter 7.I will familiarize myself with the laws of Minnesota governing and inspect the premises. lawful gambling and rules of the Board and agree, if licensed, 2. The Board and its agents, and the commissioners of to abide by those laws and rules, including amendments to revenue and public safety and their agents, are them. authorized to inspect the bank records of the gambling 8. Any changes in application information will be submitted to the account whenever necessary to fulfill requirements of current gambling rules and law. Board no later than ten days after the change has taken effect. 3.I have read this application and all information 9. I understand that failure to provide required information orsubmitted to the Board is true, accurate, and complete. providing false or misleading information may result in the 4. All required information has been fully disclosed. denial or revocation of the license. 5.I am the chief executive officer of the organization. 10. I understand the fee is non-refundable regardless of license approval/denial. -�fCh.4f �Off" .(d. • ) Signature o 1e Executive 1cer es1gnee may not sign Data privacy notice: The information requested on this information when received by the Board. form (and any attachments) will be used by the All other information provided will be Gambling Control Board (Board) to determine your private data about your organization until organization's qualifications to be involved in lawful the Board issues the permit. When the gambling activities in Minnesota. Your organization has Board issues the permit, all information the right to refuse to supply the information; however, provided will become public. If the Board if your organization refuses to supply this information, does not issue a permit, all information the Board may not be able to determine your provided remains private, with the organization's qualifications and, as a consequence, exception of your organization's name and may refuse to issue a permit. If your organization address which will remain public. Private supplies the information requested, the Board will be data about your organization are available able to process your organization's application. Your to: Board members, Board staff whose organization's name and address will be public work requires access to the information; f"� ZY Date Minnesota's Department of Public Safety, Attorney General, Commissioners of Administration, Minnesota Management & Budget, and Revenue; Legislative Auditor, national and international gambling regulatory agencies; anyone pursuant to court order; other individuals and agencies specifically authorized by state or federal law to have access to the information; individuals and agencies for which law or legal order authorizes a new use or sharing of information after this notice was given; and anyone with your written consent. This form will be made available in alternative format, i.e. large print, braille, upon request. An equal opportunity employer Exhibit B 5.6 MINNESOTA LAWFUL GAMBUNG LG2:l!.5 lease for lawfu� Gambnng Activity Organization: West Metro Fire Rescue Relief Association 1'1.ddress: 4101 Douglas Dr License/S,te Number: 03272 City: Crystal Street Address: 5590 West Broadway Ave State: Zip: MN 55428 6/15 Page 1 of 2 Daytime Phone: St�te: Zip: MN 55422 Daytime Phone: Name of Legal Owner: Business/Street Acldness: �U2Lrutlm�,,__· -· __ F\����&LM�1:?S?a���,n� '?k\J � =..,=:=='��=�=�-fsr�tr . • 7-$1 Name; of Lessor (if same as leg21l owner, write "'SAME"): Address: Me, City: State: Zip: Daytirn� Phone: Cl1eck applicable item: 0 New or amended tease. Effective date: 4/1/2023 . Submit cl1anges at least ten days before the effective date of the change. D New owner. Effective date: . Submit new lease within ten days after new lessor assumes ownersl1ip. CHIECt{ AIU .. ACTEVITV THAT W!U. B� CONDUCTED (no lease requuu·i!ad for raffles) D Pull-Tabs (paper) 0 Pull-Tabs (paper) with dispensing device [;2J BarBingo 0 Tipboards 0 Paddlewheel OPaddlewl1eel with table 0 Electronic Pull-Tabs 0 Electronic Linked Bingo Electronic games may only be conducted: 1.at a premises licensed for the on-sale of intoxicating liquor or the on-sale of 3.2% malt beverages; or 2. at a premises where bingo is conducted as tt1e primary business and has a seating capacity of at least 100. BOOTH O!?IERATION: Some or all sates of gambling equipment are conducted by an employee/volunteer of a licensed organization at the leased premises. ALL GAMES, including eleci:ronic games: Monthly rent to be paid: _.:.:_0/o, not to exceed 100/o of gross profits for that month. o Total rent paicl from all organizations for only booth operations at the leased premises may not e::n:eed $1,750. o The rent cap does not include BAR OPERATION rent for electronic games conducted by the lessor. BAR OPERATION: All sales of gambling equipment conducted by the lessor or lessor's employee. ElECTRONIC GAMES: Monthly rent to be paid: --1L %, not to exceed :!.5% of the gross profits for that month frorn electronic pull-tab games and electronic linked bingo games. All OTHER GAMES: Monthly rent to be paid: � %, not to exceed 20% of gross profits from all other forms of lawful gambling. • If any booth sales conducted by a licensed organization at the premises, rent may not exceed 10°/a of gross profits for that month and is subject to booth operation $1,750 cap. BINGO !RENT (for leased premises whern bingo is ti1e primairy busuness conit.!l!..!lcted, sueh as b�ngo G1all) Bingo rent is limited to one of the following: • Rent to be paid: __ -_ %, not to exceed 100/o of the monthly gross profit from all lawful gambling activities held during bingo occasions, excluding bar bingo. - OR-• Rate to be paid: $ _____ per square foot, not to exceed 110% of a comparable cost per square foot for leased space, as approved by the director of the Gambltng Control Board. The lessor must attach documentation, verified by the organization, to confirm the comparable rate and all applicable costs to be paid by the organization to the lessor. =· Rent mav not be pillid for bar bingo,:. Bar bingo does not include bingo games linked to other permitted premises. The lease may be terminated by either party with a written 30 day notice. Other terms: Exhibit C 5.6 Lease Term: The term of this agreement will be concurrent with the premises permit issued by the Gambling Control Board (Board). Management: The owner of the premises or the lessor will not manage the conduct of lawful gambling at the premises. The organization may not conduct any activity on behalf of the lessor on the leased premises. Participation as Players Prohibite<i: The lessor will not par­ ticipate directly or indirectly as a player in any lawful gambling conducted on the premises, The lessor's immediate family and any agents or gambling employees of the lessor will not partici­ pate as players in the conduct of lawful gambling on the premis­es, except as authorized by Minnesota Statutes, Section 349.181. Illegal Gambling: The lessor is aware of the prohibition against illegal gambling in Minnesota Statutes 609. 75, and the penalties for illegal gambling violations in Minnesota Rules 7865.0220, Subpart 3. In addition, the Board may aL1thorize the organization to withhold rent for a period of up to 90 days if the Board determines that illegal gambling occuiTed on the premises or that the lessor or its employees participated in the illegal gambling or knew of the gambling and did not take prompt action to stop the gambling. Continued tenancy of the organiza­ tion is authorized without payment of rent during the time period determined by the Board for violations of tl1is provision, as authorized by Minnesota Statutes, Section 349.18, Subd. l(a). To the best of the lessor's knowledge, the lessor affirms that any and all games or devices located on the premises are not being used, and are not capable of being used, in a manner that violates the prohibitions against illegal gambling in Minnesota Statutes, Section 609. 75. Notwithstanding Minnesota Rules 7865.0220, Subpart 3, an organization must continue mal<ing rent payments under the terms of this lease, if the organization or its agents are found to be solely responsible for any illegal gambling, conducted at this site, that is prohibited by Minnesota Rules 7861.0260, Subpart 1, item H, or Minnesota Statutes, Section 609. 75, unless the organization's agents responsible for the illegal gambling activity are also agents or employees of the lessor. The lessor must not modify or terminate the lease In whole or in part because the organization reported, to a state or local law enforcement authority or to the Board, the conduct of illegal gambling activity at this site in which tile organization did not pa rti ci pate . ACKNOWLIEDGMIENT Of ILEASfE lrlE!Rl.lMJS 6/15 Page 2 of 2 Other Prohibii:ions: Tne lessor will not impose restrictions on the organization with respect to providers (distributor or linked bingo game provider) of gambling-related equipment and ser­ vices or in the use of net profits for lawful purposes. The lessor, the lessor's immediate family, any person residing 111 the same residence as the lessor, and any agents or employees of the lessor will not require the organization to perform any action that would violate statute or rule. The lessor must not modify or te1111inate this lease in whole or in part due to the lessor's violation of this provision. If there is a dispute as to whether a violation occurred, the lease will remain m effect pend­ ing a final determination by the Compliance Review Group (CRG) of the Board. Tne lessor agrees to arbitration when a violation of this provision is alleged. The arbitrator shall be the CRG. Access to Permitted Premises: Consent Is given to the Board and its agents, the commissioners of revenue and public safety and their agents, and law enforcement personnel to enter and inspect the permitted premises at any reasonable time during the business hours of the lessor. The organization has access to the premises during any time reasonable and when necessary for the conduct of lawful gambling. Lessor �ecords: The lessor must maintain a record of all money received from the organization, and make the record available to the Board and its agents, and the commissioners of revenue cind public safety and their agents upon demand. The record must be maintained for 3-1/2 years, Rent All-Inclusive: Amounts paid as rent by the organization to the lessor are all-inclusive. No other services or expenses provided or contracted by the lessor may be paid by the organi­ zation, including but not limited to: -trash removal-electricity, heat -snow removal -storage -janitorial and cleaning services -other utilities or services -lawn services-security, security monitoring -cost of any communication network or service required to conduct electronic pull-tabs games or electronic bingo -in the case of bar operations, cash shortages, Any other expenditures made by an organization that is related to a leased premises must be approved by the director of the Board, Rent payments may not be made to an individual. I affirm that this lease is the total and only agreement between the lessor and the organization, and that all obligations and agreements are contained in or attached to this lease and are subject to the approval of the director of the Gambling Control Board. Other terms of the lease: Si'gnature of Leisor: 1<VVL-Date: Signatw;e of Orga 1/ i.za ion Official (Lessee): //fa �4-h-t-'"'>1 Print Name and Title of Lessor: Print Name and Title of Lessee: Questions? Contact the Licensing Section, Gam_blino Control 6o_ard, at 651-539-1900. This publ1catton will be made available 1n alternative fo�mat (t.e.large print, braille) upon request. Data privacy nc:>ti,cE;= The Information r�qu�sted on this fonn and any attachments will become public 1n,ormat1on when rece1vea by the Board, and will be used to determine your compliance with Minnesota statutes and rules governing lawful gambling activities. Mail or l'au lease t'.o: Minnesota Gambling Control Board 1711 W. County Road 8, Suite 300 South Roseville, MN 55113 Fax: 651-639-4032 Exhibit C 5.6 CITY OF CRYSTAL RESOLUTION NO. 2024 - ___ RESOLUTION OF MUNICIPAL ADVISOR DESIGNATION FOR 2024 WHEREAS, the City of Crystal engages with Registered Municipal Advisors for specialized public finance services regularly; and WHEREAS, Crystal currently engages Municipal Advisors for public finance investment and asset management and services related to the issuance of municipal securities; and WHEREAS, these public finance services differ from those provided by the City's contracted financial accounting services provider, Abdo Solutions. NOW, THEREFORE, BE IT RESOLVED, the City of Crystal designates the following Municipal Advisors for the City for 2024: Registered Municipal Advisors PMA Financial Network, LLC Ehler’s, Inc. Adopted by the Crystal City Council this 16th day of January 2024. ___________________________ Jim Adams, Mayor ATTEST: ______________________________ Christina Serres, City Clerk 5.7 RESOLUTION NO. 2024 – ___ ESTABLISHING AN ABSENTEE BALLOT BOARD FOR THE 2024 ELECTIONS WHEREAS, the City of Crystal is required by Minnesota Statutes, Section 203B.121, Subd. 1 to establish an Absentee Ballot Board for the purpose of processing and accepting and rejecting absentee ballots; and WHEREAS, the Absentee Ballot Board would consist of a sufficient number of deputy clerk elections staff members, and, when needed, election judges trained in the processing and counting of absentee ballots. NOW, THEREFORE, BE IT RESOLVED by the Crystal City Council that the individuals named in Exhibit A and on file in the city clerk’s office be appointed to the City of Crystal’s Absentee Ballot Board for the 2024 Presidential Nomination Primary, Primary and General elections. BE IT FURTHER RESOLVED that the Crystal City Council also appoints other individuals and all members appointed to the Hennepin County Absentee Ballot Board as authorized under Minnesota Statutes, Section 204B.21, Subd. 2 under the direction of the Election Manager to serve as members of the Crystal Absentee Ballot Board; and BE IT FURTHER RESOLVED that the city clerk is, with this, authorized to make any substitutions or additions as deemed necessary. Dated this 16th day of January, 2024. By:_________________________ Jim Adams, Mayor ATTEST: ________________________________ Christina Serres, City Clerk 5.8 EXHIBIT A Absentee Ballot Board Appointments Ivy Acosta Mike Peterson Katlyn Adair Emily Schneider Eleanore Allen Jennifer Schneider Cindy Damazo Cruz Christina Serres Terri Fleck Tracy Thorstenson Nate Jacobs Constance Toavs Anne Keefe Chee Yang Kalli Olek Jason Zimmermann 5.8 RESOLUTION NO. 2024 - ___ RESOLUTION APPOINTING ELECTION JUDGES FOR THE 2024 ELECTIONS WHEREAS, the Presidential Nomination Primary will be held on March 5, 2024, the primary election will be held on August 13, 2024, and the general election will be held on November 5, 2024; and WHEREAS, as authorized by Minnesota Statutes, Section 204B.21, Subd. 2, election judges shall be appointed by the governing body of the municipality no later than 25 days before each election. NOW, THEREFORE, BE IT RESOLVED by the Crystal City Council that the individuals named in Exhibit A and on file in the city clerk’s office be appointed as City of Crystal election judges for the 2024 elections. BE IT FURTHER RESOLVED that the city clerk is, with this, authorized to make any substitutions or additions as deemed necessary. Dated this 16th day of January, 2024. By:__________________________ Jim Adams, Mayor ATTEST: ________________________________ Christina Serres, City Clerk 5.9 EXHIBIT A Election Judge Appointments Last Name First Name Last Name First Name Acosta Ivy Adair Katlyn Allen Eleanore Baumel Philip Blazek Gary Bonhiver Susan Bradbury Phillip Butler Jody Caswell Kristin Chan Nathanael Ciatti II Robert Countryman Alice Damazo Cruz Cindy Deutsch Deborah Doble Pat Dunham Mark Fleck Terri Foster R Carol Foster Thomas Franz Nancy Freund Caroline Galajda Michal Gau Tracy Goldsmith Joanne Graham Matthew Herlofsky Charles Hoffmann Mark Jacobs Nate Jaimes Diana Jaimes Victoria Johnson Susan Keeffe Anne Koechel Lynn Kornmann Lynette Kubly Janet Laffrenzen Gregory Lindmann Robin Linnell Joan Lloyd Laura Mathisen Thomas McGuire Cynthia McMahon Jacqueline Neubecker Frank Nhyus Karl Odegaard Bruce Odegaard Paulette Ottinger Henry Ottinger Karen Palanisami Vallinayaki Peterson Mike Peterson Sabin Renee Maerin Rice Emily Rosati James Ryant Roger Schneider Emily Schneider Jennifer Schulte Paul Schultz Kathleen Schutt Cathryn Seffren David Senden Rob Slupske Thomas St. Germain Thomas Taylor Cherie Thorpe Whitney Thorstenson Tracy Toavs Constance Ullmer Jeanne VanderHeiden Holly Warhol Erin Webster Pegeen Weston Carol Windschitl David Zimmermann Jason 5.9 Memorandum DATE: January 11, 2024 TO: Mayor and City Council FROM: Adam R. Bell, City Manager SUBJECT: Adoption of Council Rules for 2024 BACKGROUND: Under Section 4.1 of the Crystal City Council Rules of Procedure (“Rules”), the City Council is required to review and readopt the Rules at the second regular meeting of each year. The Rules for 2024 are presented for review and adoption by the Council. In 2023, City Attorney Gilchrist made several non-substantive edits to increase internal consistency and to include specific references to the sections in the City Charter or City Code from which particular rules were drawn. No changes have been proposed for 2024. RECOMMENDATION: Adopt a resolution to adopt the 2024 Council Rules. ATTACHMENT: 2024 Council Rules. Resolution Adopting the 2024 Crystal City Council Rules of Procedures 5.10 2024 Council Rules 1 City of Crystal Crystal City Council Rules of Procedure SECTION 1. AUTHORITY. The City Charter (Section 3.03) and City Code (Subsection 200.09) of the City of Crystal, MN direct the City Council (“Council”) to adopt a set of rules governing its procedures and order of business. The Council has adopted Roberts Rules of Order (Newly Revised Edition), but the rules within this document are controlling and supersede any conflicting rules in Roberts Rules of Order. SECTION 2. MEETINGS. 2.1. Meeting Schedule. The schedule of regular Council meetings is adopted at the end of the prior year in accordance with City Code, Section 200 and the City Charter. 2.1.1. Amending Meeting Schedule. The schedule of regular meetings may be amended by resolution. 2.1.2. Special Meetings. Any meeting of the Council that is not on the regular schedule is a special meeting of the Council, and shall be called by the Mayor or three Council Members upon reasonable notice to Council Members and such other notice as required by law, as prescribed by the City Charter (Section 3.01). 2.2. Meeting Agendas. The City Manager is authorized to create the agendas for regular and special Council meetings. The City Manager will distribute preliminary agendas to the Council no later than the Thursday preceding the meeting. Agendas and informational materials for regular meetings shall be distributed to the Council and posted on the City’s website no later than the Friday preceding the meeting. 2.2.1. Agenda Approval. Approval of regular and special meeting agendas shall be made during the Approval of Agenda section of the meeting. An item may be removed from the agenda by a majority vote of the members present at the meeting. Urgent or emergency items may be added to the agenda during a meeting by suspending the rules in accordance with Section 4.3 below. 2.2.2. Regular Agenda Order. The regular order of the agenda is as follows: 1)Call To Order 2)Roll Call 3)Pledge of Allegiance 4)Approval of Agenda 5) Proclamations 6) Special Appearances 5.10 2024 Council Rules 2 7)Consent Agenda a)Council meeting minutes 8)Open Forum 9)Public Hearings 10)Regular Agenda a)Reading and approval of disbursements over $25,000 11)Information and Announcements a)Upcoming community events b)Notification of upcoming work sessions and Council meetings c)Reminder that work sessions and meetings are recorded and available online 12) Adjournment 2.2.3. Changes to Meeting Order. After the agenda has been adopted, the presiding officer may, at his/her discretion, modify the order of the agenda items to secure the proper flow of the meeting. For example, a special appearance may be moved to later in the meeting to accommodate a late presenter, or open forum may be moved earlier/later to accommodate participants or facilitation of other business. 2.2.4. Proclamations. A Proclamation may be used to call attention to certain events or causes, or to recognize outstanding residents, employees, businesses, or organizations in Crystal. All proclamations shall relate directly to the City of Crystal. Proclamations are issued and signed by the Mayor and do not require a vote from the Council. The City Manager and Mayor shall work together to prepare and schedule proclamations. 2.2.5. Special Appearances. The Council may, from time to time, invite guest speakers to address the Council. These may be other elected officials or representatives of community programs. The scheduling of guest speakers is at the discretion of the City Manager and Mayor. Guest speakers shall be limited in time to 10 minutes. 2.2.6. Consent Agenda. The consent agenda is for routine and non-controversial items. The items on the consent agenda will be considered in one motion. No items may be placed on the consent agenda that pertain to the direct expenditure of City funds. Any member may request that an item be removed from the consent agenda. Such a request is not subject to debate and does not require a vote. Items removed from the consent agenda are added to the regular agenda before the first regular agenda item. 2.2.7. Open Forum. The Council appreciates hearing from citizens about items of concern and desires to set aside time during each meeting for Open Forum. Under normal order, each person will be allowed three minutes to speak, and no items may be addressed for more than ten minutes. The Mayor may, at his/her 5.10 2024 Council Rules 3 discretion as presiding officer, extend the total time allowed for a topic. No Council action may be taken on any items brought before the Council on Open Forum. 2.2.8. Resolutions. A Resolution may be used to express Council policy, direct administrative or legal action, or to make a public statement from the Council (symbolic resolution). A resolution must be presented in writing and is not required to be read in full before a vote is taken unless the reading of a resolution is requested by at least two members of the Council. (City Charter, Section 3.07). Resolutions are passed by majority vote of a quorum as provided in City Charter, Section 3.04, unless a supermajority vote is required by law or the City Charter. Resolutions take effect immediately upon passage unless a later effective date is stated in the resolution. (City Charter, Section 3.09). All symbolic resolutions must directly relate to the business of the City of Crystal. The Council will not issue symbolic resolutions on pending legislation, ballot measures, or any items being discussed by other legislative bodies. 2.2.9. Public Input. It is the policy of the Council to seek feedback from the community prior to implementing a change in policy. Whenever practical, the Council will schedule an opportunity for public comment on a new policy at the meeting prior to the meeting where a vote will take place. SECTION 3. WORK SESSIONS. 3.1. Work Session Schedules. The schedule of regular work sessions is adopted at the beginning of the year in accordance with City Code, Section 200 and the City Charter. The schedule for work sessions is typically as follows: 3.1.1. Standing Work Sessions. There will be a standing work session immediately following each regularly scheduled Council meeting. If there are insufficient agenda items to require a standing work session, it may be cancelled at the discretion of the City Manager. 3.1.2. Additional Work Sessions. Additional work sessions are typically scheduled prior to a regularly scheduled Council meeting, and/or on the second Thursday of the month. 3.1.3. Budget Work Sessions. Budget Work Sessions are typically scheduled to coincide with the budget process and are dedicated to discussion of formulation of the City budget. 3.1.4. Amending Meeting Schedule. The schedule of work sessions may be amended by resolution at a Council meeting. 5.10 2024 Council Rules 4 3.1.5. Special Work Sessions. Any work session of the Council that is not on the regular schedule is a special meeting of the Council and shall be called by the Mayor or three Council Members upon reasonable notice to Council Members and such other notice as required by law, as prescribed by the City Charter (Section 3.01). 3.2. Work Session Agendas. The City Manager is authorized to create the agenda for work sessions. 3.2.1. Agenda Order. The regular agenda order is as follows: 1)Regular Agenda Items 2)Constituent Issues Update* 3)New Business* 4) Announcements* *Only at standing work sessions. 3.2.2. Constituent Issues Update. At its standing work sessions, the Council will receive from the City Manager an update on open constituent issues. This update will be provided in a format mutually agreed upon by the Council and the City Manager. 3.2.3. New Business. Any Council member may bring an item up for discussion during the New Business portion of the standing work session. Discussion on each item is limited to three minutes. Upon the agreement of a minimum of two Council Members the item may be added to the agenda for the next regular work session for further discussion. Upon the agreement of a minimum of three Council Members the item may be added to the next Council meeting agenda. 3.2.4. Announcements. This section of the agenda is for Council members and staff to make announcements about upcoming events or meetings, or to preview the agenda for upcoming meetings and work sessions. 3.3. Recording. All work sessions shall be audio recorded and the recordings shall be retained on the City’s website for a period of two years. SECTION 4. GENERAL. 4.1. Adoption of Rules. Rules shall be adopted by a resolution requiring an affirmative vote of 5 Council Members at the second regular Council meeting of each year. If rules are not adopted at this meeting they will be presented at every subsequent meeting until they are adopted. Current rules remain in effect until new rules are adopted. 4.2. Amendment of Rules. Once adopted for a calendar year, rules shall not be amended except by resolution requiring an affirmative vote of 6 members. 5.10 2024 Council Rules 5 4.3. Suspension of Rules. A rule may be temporarily suspended by an affirmative vote of two-thirds of the members present. The specific reason for suspending the rules must be stated in the motion to suspend, and no business may be transacted except the stated business. 4.4. Motions reduced to writing. Pursuant to City Code, Subsection 200.11, “A motion must be reduced to writing at the request of any member present. Ordinances and resolutions must be presented in writing and read in full before a vote is taken thereon unless the reading is dispensed with by unanimous consent.” 4.5. Tie Votes. A tie vote results in a lost motion. 4.6. Unanimous Consent. Unanimous consent for the dispensing of reading of ordinances is assumed unless a member requests a formal reading prior to the vote on the item in question. A resolution is not required to be read unless requested by at least two members. 4.7. Presiding Officer. The Mayor is the presiding officer for all meetings and work sessions. In the absence of the Mayor, the order or precedence is the Mayor Pro-Tem, the EDA President, the EDA Vice President, the EDA Secretary, and the EDA Treasurer. 4.8. Decorum. It is the desire of the Council to conduct Council meetings and work sessions in as informal way as possible to facilitate open and natural discussion of agenda items. Council members are to refrain from personal attacks or off-topic conversation. The presiding officer at Council meetings is responsible for maintaining decorum. 4.9. Vote Count Reference. This section indicates the number of votes required to achieve a threshold at various voting strengths. An affirmative vote of a majority of all the members is required to adopt an ordinance. An affirmative vote of a majority of a quorum is required to pass a resolution or motion. Number of Members Present Threshold 7 6 5 4 Three Fourths 6 5 4 3 Two Thirds 5 4 4 3 Majority 4 4 3 3 This chart is for illustrative purposes only. The number of votes required on matters identified by law requiring more than a majority vote of a quorum of the Council will be stated on the agenda. Specific statutory supermajority voting requirements include, but are not limited to, the 5.10 2024 Council Rules 6 following: unanimous vote of all Council Members to amend the City Charter by ordinance (M.S. § 410.12, subd. 7); four-fifths vote to publish an ordinance by title and summary (M.S. § 412.191, subd. 4); four-fifths vote to reduce appropriations in the budget resolution or to transfer unencumbered funds to other purposes (M.S. § 412.731); four-fifths vote to order an unpetitioned for improvement project subject to special assessments (M.S. § 429.031, subd. 1(f)); two-thirds vote to amend the comprehensive plan (M.S. § 462.355, subd. 3); and two- thirds vote to rezoning residential property to commercial or industrial (M.S. § 462.357, subd. 2(b)). Voting minimums may also be affected by the City Charter or other laws. SECTION 5. PUBLIC ATTENDANCE AT MEETINGS. 5.1. Encouraged; Subject to Rules. The public is encouraged to attend Council meetings and to provide their input during the scheduled citizen input time and during public hearings. However, certain rules need to be established and must be observed regarding public attendance at, and participation in, meetings to ensure others have an opportunity to speak and to allow the Council to conduct its business without disruption. Those who attend Council meetings shall comply with the rules set out in this Section and failure to comply with these rules may result in the person being ejected from the meeting. These rules apply to all public meetings held by the Council and, to the extent practicable, meetings held by the City’s commissions, committees, and boards. 5.2. Remain Seated. Unless addressing the Council, or entering or leaving the meeting room, all persons in the audience shall remain seated in the seats provided in their current location. No person shall stand or sit in the aisles or along the walls, unless permitted by the Presiding Officer. No person shall block any doorways or interfere with those attempting to speak at open forum or during a public hearing in accordance with these rules. No person, other than Council Members and staff, shall enter the area behind the dais in the Council Chambers during Council meetings. 5.3. Demonstrations. All demonstrations, including cheering, yelling, whistling, handclapping, and foot stomping which disrupts, disturbs, or otherwise impedes the orderly conduct of the Council meeting are prohibited. 5.4. Obstruct Views. Members of the audience and speakers shall not wear or display signs, placards, banners, hats, costumes, or similar items at any time in the meeting room that obstruct the view of other audience members. In no event shall signs, placards, banners, props, or similar items be larger than 8 ½ by 11 inches, be illuminated, or be attached to any pole, stick, or other device. 5.5. Open Forum. As noted in Section 2.2.7 of these rules, the Council provides an opportunity for public input during the open forum portion of its agenda during regular Council meetings. Those who wish to speak during the open forum shall fill out a yellow slip provided in the meeting room and provide it to the City Clerk. No person shall address the Council until he or she has first been recognized by the Presiding Officer. Unless directed otherwise by the Presiding Officer, comments shall be made at the designated podium and the speaker shall state his or her name and address before commenting. In the interest of facilitating the business of the Council, all persons addressing the Council shall be limited to three minutes, and no matter may be addressed for more than ten minutes, unless such time is extended by the Presiding Officer for good cause as provided in these rules. 5.10 2024 Council Rules 7 5.6. Interruptions. Members of the audience shall respect the rights of others. No person in the audience at the Council meeting shall engage in conduct that disrupts the orderly conduct of any Council meeting, including, but not limited to, the utterance of loud, threatening or abusive language, whistling, clapping, stamping of feet, repeatedly waiving of arms, or other disruptive acts. 5.7. Recordings. Photographs, audiotapes, and videotapes may be taken from any seat available to the public within the meeting room or from the rear of the meeting room. Except when presentations are being made, photographs, audiotapes and videotapes may not be taken from the side or middle aisles or from the front of the Council Chambers as such practices disrupt and disturb the audience, public speakers, and Council Members and interfere with the orderly conduct of the meeting. Photographs, audiotapes, and videotapes shall not be taken in any manner which disturbs or disrupts the audience, speakers, or Council Members or otherwise disrupts the Council meeting. 5.8. Animals. Animals are prohibited in the Council Chambers, except for trained K-9 police dogs and trained service animals as defined under State and Federal law. 5.9. Enforcement of Rules. The Presiding Officer of the Council, with the assistance of law enforcement, shall be responsible for maintaining the order of the meeting. The rules established in this Section 5 shall be enforced as follows: 1)The Presiding Officer has the authority to issue a verbal warning to a person violating the rules; 2)If the person issued a warning by the Presiding Officer continues to violate the rules and disrupt the meeting, the Presiding Officer will direct the person to be ejected or excluded from the meeting room; and 3)The ejection shall be for the remainder of the session at which the violation of the rules occurred. Adopted by Resolution on the 16th day of January 2024. 5.10 CR205-30-849980.v1 CITY OF CRYSTAL MINNESOTA RESOLUTION NO. 2024 - ___ A RESOLUTION ADOPTING THE 2024 CRYSTAL CITY COUNCIL RULES OF PROCEDURES WHEREAS, the City Council has previously adopted the “Crystal City Council Rules of Procedure” (“Council Rules”) that govern how it conducts its business at meetings; and WHEREAS, Section 4.1 of the Council Rules indicates the City Council is to review and readopt the Council Rules by a vote of at least five Councilmembers each year at its second meeting in January; and WHEREAS, the City Council reviewed the proposed Council Rules and determines to move forward with the adoption of them as presented (“2024 Council Rules”). NOW, THEREFORE, BE IT RESOLVED, that the Crystal City Council hereby adopts the attached 2024 Council Rules to govern the meetings of the City Council in 2024 and until successor rules are adopted. Adopted by an affirmative vote of at least five members of the Crystal City Council this 16th day of January 2024. ____________________________ Jim Adams, Mayor ATTEST:____________________________ Christina Serres, City Clerk 5.10 CITY COUNCIL STAFF REPORT Public Hearing: Jan. 16, 2024 City Council Meeting Consideration of a new off-sale liquor license for Vangcheng, LLC d/b/a Liquor Barrel Wine and Spirits DATE: Jan. 9, 2024 FROM: City Clerk Chrissy Serres TO: Mayor and City Council City Manager Adam R. Bell CC: Police Chief Stephanie Revering City Attorney Troy Gilchrist RE: Consideration of a new off-sale liquor license for Vangcheng, LLC dba Liquor Barrel Wine and Spirits Background and application review Cheng Her has submitted a new off-sale liquor license application on behalf of Vangcheng, LLC dba Liquor Barrel Wine and Spirits located at 5628 West Broadway. The property is zoned Commercial (C) and off-sale liquor is a permitted use with no Planning Commission review required. Staff has reviewed the liquor license application materials, and a background check was completed by the police department. Staff finds no reason to prohibit issuance of the license. A public hearing notice was published in the StarTribune on Jan. 5 (Attachment A), and posted to applicable neighborhoods on NextDoor. Additionally, Mr. Her has applied for retail tobacco license. Mr. Her will be at the Jan. 16 council meeting to answer any questions. Requested City Council action Staff recommends approval of the new off-sale liquor license for Vangcheng, LLC dba Liquor Barrel Wine and Spirits at 5628 West Broadway. 7.1 CITY OF CRYSTAL NOTICE OF PUBLIC HEARING TO CONSIDER AN OFF-SALE LIQUOR LICENSE AT 5628 WEST BROADWAY Notice is hereby given that the Crystal City Council will hold a public hearing on Jan. 16, 2024 at 7 p.m. in the Council Chambers located at 4141 Douglas Dr. N., to consider an off-sale liquor license at 5628 West Broadway, submitted by Vangcheng, LLC d/b/a Liquor Barrel Wine and Spirits. Anyone wishing to express a view either in person or in writing will be heard at the public hearing. Auxiliary aids are available for public meetings upon request to individuals with disabilities by calling the city clerk at 763-531-1145 at least 96 hours in advance. TTY users may call Minnesota Relay at 711 or 1-800-627-3529. City Clerk Chrissy Serres Attachment A 7.1 DATE: January 10, 2024 TO: Adam R. Bell, City Manager City of Crystal City Council FROM: Jean McGann, Contracted Finance Director RE: Expenditures over $25,000 Payee Amount HealthPartners, Inc.January health insurance premiums $134,871.00 BCWMC 2024 Bassett Creek Watershed Mgmt. Commission dues $33,280.00 Golden Valley JWC JWC November water charges $144,664.41 HCM Architects Aquatic Center design costs $31,031.12 MN PERA Employee & city required contributions for 1/5/2024 pay date $67,994.96 $411,841.49 Description 8.1 CCCRRRYYYSSSTTTAAALLL PPPOOOLLLIIICCCEEE DDDEEEPPPAAARRRTTTMMMEEENNNTTT “Service with Compassion, Integrity, & Professionalism” TO: Mayor and Council Members FROM: Stephanie K. Revering, Chief of Police CC: Adam R. Bell, City Manager DATE: January 9, 2024 SUBJECT: Regular Agenda: January 16, 2024 Council Meeting ___________________________________________________________________________ MMEEMMOORRAANNDDUUMM BACKGROUND For the last year, we have partnered with Tubman for their domestic assault advocate services. We would like to continue with their service and attached to this memo is their 2024 contract. CONSIDERATION We are asking for your approval of the 2024 contract which has no service changes or rate change. The current rate is $57,500 per year. As always, please let me know if you have any questions. Thanks. 8.2 8.2 8.2 8.2 8.2 8.2 8.2 8.2 8.2 8.2 8.2 8.2 CCCRRRYYYSSSTTTAAALLL PPPOOOLLLIIICCCEEE DDDEEEPPPAAARRRTTTMMMEEENNNTTT “Service with Compassion, Integrity, & Professionalism” TO: Mayor and Council Members FROM: Stephanie K. Revering, Chief of Police CC: Adam R. Bell, City Manager DATE: January 9, 2024 SUBJECT: Regular Agenda: January 16, 2024 Council Meeting ___________________________________________________________________________ MMEEMMOORRAANNDDUUMM BACKGROUND The current SWAT vehicle is 24 years old with more than 200,000 miles. The current vehicle offers no rescue capabilities and will not stop ammunition from penetrating the vehicle. CONSIDERATION We are asking for your approval of the resolution to replace the SWAT vehicle. The budgeted amount is $175,000 and the PERF has sufficient funds in the long-term plan. Lt. Pete Underthun will present to you at the council meeting. As always, please let me know if you have any questions. Thanks. 8.3 RESOLUTION NO. 2024 - ___ RESOLUTION APPROVING POLICE EQUIPMENT REVOLVING FUND EXPENDITURE FOR PURCHASE OF A SPRINTER VAN TO REPLACE THE SWAT VEHICLE WHEREAS, the City Manager's office has received and recommends approval of said appropriations; and WHEREAS, the appropriation is included in the 2024-2034 Police Equipment Fund Budget; and WHEREAS, the City Council hereby acknowledges: 1. The sprinter van will be utilized by police officers that are assigned to the West Metro SWAT Team. 2. The most suitable source of funding is the Police Equipment Revolving Fund. 3. Per the Police Equipment Revolving Fund's Policy, there will be sufficient accumulated earnings to cover the appropriation without use of fund principal. WHEREAS, the City has an independent quote for the purchase of the sprinter van and necessary equipment for installation. NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CRYSTAL hereby accepts the independent bid quote and appropriates monies from the Police Equipment Revolving Fund for the purchase of the sprinter van along with the necessary equipment not to exceed $175,000. Adopted by the Crystal City Council this 16th day of January 2024. ____________________________________ Jim Adams, Mayor ATTEST: _______________________________ Christina Serres, City Clerk 8.3 4141 Douglas Drive North • Crystal, Minnesota 55422-1696 Tel: (763) 531-1000 • Fax: (763) 531-1188 • www.crystalmn.gov Memorandum DATE: January 10, 2024 TO: Mayor and City Council Adam R. Bell, City Manager FROM: John Elholm, Recreation Director Jason Minnick, Facilities Manager SUBJECT: Construction Management Services for the Crystal Cove Aquatic Center The 2024 capital budget includes $4,000,000 in the buildings fund to make improvements to the Crystal Cove Aquatic Center pool and building entry. A special appropriation from the state legislature will provide an additional $2,350,000 for the pool structure and related expenses. A grant of $300,000 has also been approved by the Hennepin Youth Activities program for pool amenities. •USAquatics was hired in July of 2023 to develop schematic designs, construction/bidding documents and construction administration for the pool improvements and HCM Architects was hired at the same time to develop schematic designs, construction documents, bidding & permitting and construction administration for the building entry improvements. •Updates on the planning process were presented to the Parks and Recreation Commission and City Council in October of 2023; and were made available online. Due to the complexity of this project, staff recommends a construction manager be included as part of the project team to assist with gathering and analyzing cost estimates, assisting with bidding and managing construction of the new facilities. Kraus Anderson has provided an agreement to provide predesign and construction management services for the Crystal Cove Aquatic Center project. The proposed fee is $5,000 for preconstruction to begin right away and 2% of the construction amount for the construction manager - plus hourly rates for administrative and management personnel. A specific construction management fee will be brought back via amendment at the time of bid award. Staff recommends approval of the resolution authorizing a contract with Kraus Anderson for construction management services at the Crystal Cove Aquatic Center. 8.4 CITY OF CRYSTAL RESOLUTION 2023 - RESOLUTION APPROVING A CONSTRUCTION MANAGER AGREEMENT FOR THE CRYSTAL COVE AQUATIC CENTER PROJECT WHEREAS, the City of Crystal owns and operates Grogan Park and the Crystal Cove Aquatic Center; and WHEARAS, the 2024 capital budget (building fund) includes funds to replace the original part of the pool and related features as well as make improvements to the entrance of the pool building; and WHEREAS, additional funds have been authorized through a special legislative appropriation for the pool part of the project and a Hennepin Youth Activities Grant has also been approved for the project; and WHEREAS, in July of 2023, the City hired USAquatics to develop construction plans for replacement of the original aquatic center pool structure and hired HCM Architects to develop construction plans for improvements at the aquatic center building entrance; and WHEREAS, in October of 2023, concept plans from USAquatics and HCM Architects were presented to the Crystal Park and Recreation Commission and Crystal City Council; and WHEREAS, due to the complexity of replacing a 50-year-old pool it is in the best interest of the city to hire a construction manager to help ensure the project is completed in accordance with the City's designs, specifications, and timelines; and WHEREAS, Kraus Anderson has reviewed the project, met with the design team and provided an agreement for construction management services to the city; and WHEREAS, the proposed fee is $5,000 for preconstruction and 2% of the budgeted amount for the construction manager - plus hourly rates for administrative and management personnel. A specific construction management fee will be brought back via amendment at the time of bid award; and NOW, THEREFORE, BE IT RESOLVED: A.That the Crystal City Council wishes to enter into an agreement with Kraus Anderson; to assist with gathering and analyzing cost estimates, assisting with bidding and managing construction of the new Crystal Cove Aquatic Center facilities. B.The City Manager is authorized to execute the agreement with the Contractor on the City's behalf and to take such other actions as may be needed to secure construction management services. Adopted by the Crystal City Council this 16th day of January, 2024. ________________________ Jim Adams, Mayor ATTEST: ___________________________ Christina Serres, City Clerk 8.4 Please hand this form to the City Clerk before the meeting begins. To provide ample opportunity for all, speaking time is limited to three minutes and topic discussion is limited to 10 minutes. (information provided on this form is open to the public) (please print clearly) The topic I wish to address is: _ ``� 9 A%e—"-/ Name: Address: Zip Code: �-"�_ Date• Day Phone (optional): Email (optional): Thank you for your attendance and particip "on. Please hand this form to the City Clerk before the meeting begins. To provide ample opportunity for all, speaking time is limited to three minutes and topic discussion is limited to 10 minutes. (information provided on this form is open to the public) (please print clearly) The topic I wish to address is: 4 Irk l}a YPI- AV � J i Blame: J�C-� j 4 � � Address:_ ] (` a ,) iv(o ' A= V Zip Code: �;t Date: t'� I-=i-ot Day Phone (optional): Email (optional): Thank you for your attendance and participation.