THREE RIVERS PARK DISTRICT

Transcription

1 1. CALL TO ORDER 2. APPROVAL OF AGENDA THREE RIVERS PARK DISTRICT FINANCE AND ADMINISTRATION COMMITTEE MEETING Administrative Center - Board Room 3000 Xenium Lane North, Plymouth, MN Thursday, July 7, 2016 Estimated Time: 10:00 11:00 a.m. Committee Chair: Daniel Freeman AGENDA Board members who wish to delete or add any item(s) to the agenda shall do so at this time. Superintendent s Recommendation: MOTION TO APPROVE THE AGENDA OF THE JULY 7, 2016, FINANCE AND ADMINISTRATION COMMITTEE MEETING. 3. APPROVAL OF COMMITTEE REPORT OF JUNE 2, 2016 Superintendent s Recommendation: MOTION TO APPROVE THE REPORT OF THE JUNE 2, 2016, FINANCE AND ADMINISTRATION COMMITTEE MEETING. 4. BUSINESS ITEM(S) A. Hyland Hills Operating Budget and Update Superintendent s Recommendation: MOTION TO RECOMMEND THAT THE BOARD ADOPT THE OPERATING BUDGET FOR HYLAND HILLS SKI AREA. B. Draft 5-Year Capital Improvement Plan First Review Superintendent s Recommendation: NO ACTION REQUIRED; THIS ITEM IS FOR INFORMATION AND DISCUSSION. C. Resolution Authorizing Membership in the 4M Fund League of MN Cities Superintendent s Recommendation: MOTION TO RECOMMEND THAT THE BOARD APPROVE RESOLUTION NO AUTHORIZING THE PARK DISTRICT S MEMBERSHIP IN THE 4M FUND. 5. ADJOURNMENT MOTION TO ADJOURN.

2 FINANCE AND ADMINISTRATION COMMITTEE MEETING REQUEST FOR ACTION Meeting Date: 07/07/16 Business Item: Report Item Number: 3 Department: Superintendent's Office Originating Source: Boe Carlson, Superintendent Agenda Item: June 2, 2016, Finance and Administration Committee Report Superintendent s Recommendation: MOTION TO APPROVE THE REPORT OF THE JUNE 2, 2016, FINANCE AND ADMINISTRATION COMMITTEE MEETING. Background: Report attached.

3 THREE RIVERS PARK DISTRICT FINANCE AND ADMINISTRATION COMMITTEE MEETING June 2, 2016 Commissioners Present: Staff Present: Others Present: Daniel Freeman, Chair; Steven E. Antolak, Jennifer DeJournett, John Gibbs, John Gunyou, Gene Kay and Penny Steele Boe Carlson, Superintendent; J. Cremers, D. Hahn, K. Huemiller, S. Koch, H. Koolick, T. McDowell, J. McGrew-King, J. Vlaming, A. Whiteside, and L. Ziegler David Mol, Auditor, Redpath & Company 1. CALL TO ORDER The Finance and Administration Committee meeting was called to order by Chair Daniel Freeman at the Administrative Center, Board Room, 3000 Xenium Lane North, Plymouth, MN at 10:45 a.m. 2. APPROVAL OF AGENDA MOTION by Antolak, seconded by Kay, TO APPROVE THE AGENDA OF THE JUNE 2, 2016, FINANCE AND ADMINISTRATION COMMITTEE MEETING. 3. APPROVAL OF COMMITTEE REPORT OF MAY 5, 2016 MOTION CARRIED MOTION by Kay, seconded by Gunyou, TO APPROVE THE REPORT OF THE MAY 5, 2016, FINANCE AND ADMINISTRATION COMMITTEE MEETING. 4. BUSINESS ITEM(S) MOTION CARRIED A Comprehensive Annual Financial Report & Auditor Presentation Chief Financial Officer Howard Koolick briefly reviewed highlights of the 2015 Comprehensive Annual Finance Report and introduced David Mol, Auditor, Redpath & Company, who gave a PowerPoint presentation and stood for Commissioners questions. MOTION by Gunyou, seconded by Kay, TO RECOMMEND THAT THE BOARD ADOPT THE 2015 COMPREHENSIVE ANNUAL FINANCIAL REPORT AND THE AUDITOR S SPECIAL PURPOSE REPORTS; AND AUTHORIZE THE CHIEF FINANCIAL OFFICER TO FILE THE REPORTS WITH THE STATE OF MINNESOTA, THE REQUIRED BOND DISCLOSURE ORGANIZATIONS AND ALL OTHER INTERESTED PARTIES. MOTION CARRIED

4 06/02/16 Finance and Administration Committee Page 2 B. Review of Fund Balances No action required; this item was prepared by Howard Koolick, Chief Financial Officer, for information and discussion. 5. ADJOURNMENT Chair Freeman adjourned the meeting at 11:27 a.m.

5 FINANCE AND ADMINISTRATION COMMITTEE REQUEST FOR ACTION Meeting Date: 07/07/16 Business Item: Item Number: 4A Division: Recreation, Education & Nat. Resources Originating Source: Tom McDowell, Assoc. Supt. Agenda Item: Hyland Hills Operating Budget and Update Superintendent s Recommendation: MOTION TO RECOMMEND THAT THE BOARD ADOPT THE OPERATING BUDGET FOR HYLAND HILLS SKI AREA. The following information was prepared by Fred Seymour, Senior Manager of Alpine Services and Tom McDowell, Associate Superintendent, Division of Recreation, Education, and Natural Resources. Background: Review of Season Preparation of the operating budget began with a thorough review of the season. It was a season of highs and lows. The new chalet with its expanded public space and greatly improved service areas opened to rave reviews from skiers and snowboarders on November 27, The improved ticket sales, well-positioned equipment rental area, food service and public space all contributed to very efficient and intuitive traffic flow and building operation. Feedback from all facets of the ski area users was overwhelmingly positive. The improved shuttle operation in tandem with the new fee parking lot at the Chalet was particularly successful in reducing traffic on Chalet Road, which had been identified as the highest priority by the City of Bloomington. Unfortunately some of the excitement and success with Hyland Hills new facility was offset by one of the poorest stretches of skiing weather in Hyland Hills history. The winter season received only 31 inches of natural snow for the entire season, 2/3 of the average annual snowfall for the Twin Cities. December was one of the warmest on record which undermined snowmaking efforts and forced the ski area to close for an unprecedented five days in the week before winter school break. This December closing resulted in cancelled lessons and refunded revenue for the first time in the ski area s history. More importantly, the warm start to winter dampened interest and enthusiasm for skiing in general. A brief period of very cold temperatures suppressed skiing and snowboarding during the popular Martin Luther King weekend, and then the season ended abruptly when temperatures in early March reached 70 degrees. At season s end it was apparent that the ski area had been fully open and able to charge full price for lift tickets only 77% of the open days, resulting in a very poor ski/snowboard season. Despite staff efforts to identify a budget reflective of the new operation, and in spite of new interest and participation generated by the new chalet, overall skier visits and revenue fell

6 short of the budget estimate, particularly in the area of ticket sales, parking revenue and concessions. While a portion of the shortfall can be attributed to the poor skiing weather, several changes were made during the year to increase service and or respond to operational issues. Premium pay parking was successful in steering most visitors to the shuttle lots, but resulted in substantially less parking revenue than anticipated. The concession revenue shortfall was largely associated with food service lagging below projections as adjustments were made with product options within the new serving space and a slower than expected start to the summer food service operation. Finally, the rental of helmets, while offering skiers additional safety, resulted in reduced revenue from helmet sales. Overall revenue for the season is projected to be $782,510 below budget with all major revenue streams showing negative variances. Expenses are projected to be $534,623 less than budgeted with staffing costs and the budgeted contingency (net income) accounting for 95% of this amount. The financial projection for Hyland Hills shows a net loss of $247,887 which is $633,108 below the budgeted net income of $385,221. The projected net loss will decrease the fund balance of the ski hill fund, however, the remaining fund is adequate to meet the debt service requirements for Operating Budget: The budget (Reference 4A-1) includes a full winter and full summer operation. Due to the chalet re-development a full year of summer operation has not been included in the budget since the season. Therefore, additional summer revenue and expenses are included in the budget. The proposed budget includes revenue of $4,806,300. This amount is slightly higher than the budget primarily due to the full year operations as noted above. Expenses in the proposed budget total $4,641,653 due to increased seasonal staffing costs associated with a return to full operations and the adjustments in other programs. There is an increase of a 3.50 part time non-benefited FTE with a corresponding reduction in seasonal hours. The budget includes wage and benefit increases consistent with the program recommended for all Park District employees. The staffing complement for 2016 and 2017 is shown on page 13. The other major increase in expenses for the budget is the debt service payment associated with the bonds that were sold in 2015 to finance a portion of the chalet and parking project. The proposed budget includes $197,625 interest and $175,000 principle payments due during the budget year. Budget highlights, recommendations and work plan are provided on pages 3 and 4 of the accompanying budget document. There will also be a brief staff presentation at the July 7 th Committee meeting. Relationship to the Vision Plan The Request for Action supports the following goals of the Vision Plan: Inspire people to recreate. Create vibrant places. Collaborate across boundaries.

7 Relationship to Policy Statement The Request for Action supports the following elements of the Policy Statement: Policy I - Purpose of the Park District Policy IX Recreation Use: C. Special Interest Recreation Activities. E. Cooperation in Recreation Uses.

8 Operating Budget Hyland Hills Ski Area

9 THREE RIVERS PARK DISTRICT HYLAND HILLS OPERATING BUDGET Table of Contents Page Budget Overview Budget Recommendations Operating Budget Summary Operating Budget Summary by Function... 6 Recommended Fee Schedules Hyland Hills Operating Summary and Comparison Proposed FTE Positions & Temporary Hours Summary Summary Shared Regular Positions Operating Budget Hyland Ski & Snowboard Area

10 THREE RIVERS PARK DISTRICT HYLAND HILLS OPERATING BUDGET BUDGET OVERVIEW Review of Season The season was a season of highs and lows. The new chalet with its expanded public space and greatly improved service areas opened to rave reviews from skiers and snowboarders on November 27, The improved ticket sales, well-positioned equipment rental area, food service and public space all contributed to very efficient and intuitive traffic flow and building operation. Feedback from all facets of the ski area users was overwhelmingly positive. Another successful outcome of the new facility is the reduced traffic on Chalet Road. The expanded parking near Normandale Lake, the improved shuttle operation and the premium pay parking near the chalet all contributed to traffic reduction, which was identified as the City of Bloomington s highest priority. The reduced flow of traffic through the drop off areas and parking lots greatly improved safety for pedestrians and the expanded Ambassador program helped guests navigate through the new facility and generated lots of positive feedback. Unfortunately some of the excitement and success with HHSA s new facility was offset by one of the poorest stretches of skiing weather in Hyland Hills history. The winter season received only 31 inches of natural snow for the entire season, 2/3 of the average annual snowfall for the Twin Cities. December was one of the warmest on record which undermined snowmaking efforts and forced the ski area to close for an unprecedented five days the week before winter school break. This December closing resulted in cancelled lessons and refunded revenue for the first time in the ski area s history. More importantly, the warm start to winter dampened interest and enthusiasm for skiing in general. A brief period of very cold temperatures suppressed skiing and snowboarding during the popular Martin Luther King weekend, and then the season ended abruptly when temperatures in early March reached 70 degrees. At season s end it was apparent that the ski area had been fully open and able to charge full price for lift tickets only 77% of the open days, resulting in a very poor ski/snowboard season. Despite staff efforts to identify a budget reflective of the new operation, and in spite of new interest and participation generated by the new chalet, overall skier visits and revenue fell short of the budget estimate, particularly in the area of ticket sales, parking revenue and concessions. While a portion of the shortfall can be attributed to the poor skiing weather, several changes were made during the year to increase service and or respond to operational issues. Premium pay parking was successful in steering most visitors to the shuttle lots, but resulted in substantially less parking revenue than anticipated. Reducing the price during the season provided some additional use, but a further reduction in price for is being proposed. The concession revenue shortfall was largely associated with food service lagging below projections as adjustments were made with product options within the new serving space and a slower than expected start to the summer food service operation. Finally, the rental of helmets, while offering skiers additional options, resulted in reduced revenue from helmet sales

11 Ski revenues are projected to be $782,510 below budget with all major revenue streams showing negative variances. Expenses are projected to be $534,623 less than budgeted with staffing costs and the budgeted contingency (net income) accounting for 95% of this amount. The financial projection for the HHSA shows a net loss of $247,887 which is $633,108 below the budgeted net income of $385,221. The projected net loss will decrease the fund balance of the ski hill fund, however, the fund is adequate to meet the debt service requirements for Budget Review Budgeted Projected (Unaudited) Positive/ (Negative) Variance Operational Statistics Total Skier Visits Ski School Lessons 160,000 34, ,712 32,082 (9,288) (1,918) Total Operating Revenue $4,708,340 $3,921,990 ($786,350) Total Operating Expenses $3,997,673 $3,848,271 ($149,402) Net Income from Operations 710,667 $73,719 ($636,948) Non-Operating Income/(Expense) Interest Revenue Bond Proceeds Transfer to Lift Replacement Transfer to Cash Reserved for Future Improvements Lease Payment Debt Service-Interest $0 $43,387 ($130,000) $0 $0 ($95,320) ($143,513) $3,840 $43,387 ($130,000) $0 $0 ($95,320) ($143,513) $3,840 $0 $0 $0 $0 $0 $0 Net Income $385,221 ($247,887) ($633,108) Financial Management Plan As a special revenue facility of the Park District ski area operations are expected to raise revenues adequate to cover operating expenditures, allow the Park District to cover emergency costs associated with the area operations, finance capital improvements and if conditions permit, be a source of non-tax revenue to the Park District s General Fund. This financial expectation steers decisions that help the ski area meet its goal of introducing lifelong skills in skiing and snowboarding and promoting healthy lifestyles to the public. The Park District Financial Management Plan calls for the budget to include a contingency equal to 10% of the operation s budget and a contribution to the capital improvement reserve fund equal to 5% of the operation s budget. Operations with annual debt service payments, should strive to meet these levels when their fee structure allows. Past practice has been to set fees based on market and other conditions to ensure adequate funds for the annual debt service payment and include in the budget a contingency amount which often was less than the 10% contained in the Financial Management Plan. The budget identifies a net income/contingency of $110,384. It also contains a debt service payment consisting of debt service principle and interest expense, due in , in the amount of $372,

12 THREE RIVERS PARK DISTRICT HYLAND HILLS OPERATING BUDGET BUDGET RECOMMENDATIONS Budget Recommendation The budget includes a full winter and full summer operation. Due to the chalet redevelopment a full year of summer operation has not been included in the budget since the season. Therefore, additional summer revenue and expenses are included in the budget. The proposed budget includes revenue of $4,806,300. This amount is slightly higher than the The budget is based on a full operations as noted above. Expenses in the proposed budget total $4,641,653 due to increased seasonal staffing costs associated with a return to full operations and the adjustments in other programs. There is an increase a 3.50 part time non-benefited FTE with a corresponding reduction in seasonal hours. The budget includes wage and benefit increases consistent with the program recommended for all Park District employees. The staffing complement for 2016 and 2017 is shown on page 13. The other major increase in expenses for the budget is the debt service payment associated with the bonds that were sold in 2015 to finance a portion of the chalet and parking project. The proposed budget includes $197,625 interest and $175,000 principle payments due during the budget year Budget Highlights Continuation of parking and transportation program with a fee reduction to $9.00 from $12 per day for individuals wanting to park near the chalet during peak use times. Staff believes a lower fee structure will increase utilization of the premium parking lot. The free shuttle/pay parking plan is critical to the effort to reduce traffic on Chalet Road. Adjustment to daily lift ticket prices to match market conditions. Implementation of competition fee program to provide additional funds to cover the costs associated with meeting the needs of teams. Overall decrease in seasonal staffing hours. Adjustments to SnowSports Academy programs. Adjustment to operating hours in early and late part of season. Continuation of partial ski & snowboard inventory replacement program to ensure participants renting equipment have high quality equipment available. Continue annual contribution to Ski Lift Replacement Fund to ensure adequate funds are available to properly plan and replace ski lifts as planned

13 Continue to evaluate issues of ski hill capacity, allocation of resources and safety consistent with Board direction and recommend operational changes as appropriate Work Plan The primary objective in the work plan is to continue the high level of service expected by guests, maximize resources, and increase user satisfaction. Specific goals include: Evaluate existing programs and partnerships to improve efficiency and service; and develop new programs that bring greater value and opportunity for growth. Provide for skier/snowboarder expectations pertaining to challenge, safety, and enjoyment through design and maintenance of hill features. Continue freestyle terrain management and education systems. Evaluate programs and services to maximize efficiencies in labor costs while maintaining high levels of guest satisfaction. Implement promotional efforts for season to promote awareness of skiing and snowboarding at Hyland Hills. Continuation of a customer service-oriented Ambassador Program utilizing Park Service Assistants and volunteers to increase customer service and guarantee that park guests can easily find their way and access the facility and parking areas

14 Budget Summary Budget by Type Approved Budget Projected (Unaudited) Proposed Budget Revenues Alpine Area Tickets $1,742,000 $1,644,598 $1,782,000 Alpine Ski School Fees 1,087, ,299 1,089,100 Alpine Ski Rental 474, , ,000 Food & Beverage 818, ,682 1,049,000 Merchandise Sales 245, , ,600 Other Rental 49,300 30,409 45,500 Other Charges 41,420 90,276 88,000 Parking Revenue 250,000 62,428 65,000 Facility Use Note 1 60,100 Bond Proceeds 43,387 43,387 0 Investment Earnings 0 3,840 15,000 Total Revenue $4,751,727 $3,969,217 $4,806,300 Expenses Wages and Benefits $2,579,207 $2,457,042 $2,676,469 Supplies and Commodities 772, , ,611 Contracted Services 566, , ,071 Other Operating Costs 78,620 69,993 82,820 Lease Payment 95,320 95,320 95,320 Debt/Interest Expense 143, , ,625 Lift Replacement Transfer 130, , ,000 Future Improvement Transfer Total Expenses $4,366,506 $4,217,104 $4,695,916 Net Income/Contingency $385,221 ($247,887) $110,384 Note 1 Facility use fees were not separated from food and beverage for events held at the chalet in

15 THREE RIVERS PARK DISTRICT HYLAND HILLS OPERATING BUDGET SUMMARY BY FUNCTION Approved Revenue Approved Expense Proposed Revenue Proposed Expense Lift and Inside Operations and Sales* Ski and Snowboard Lessons Hill and Chalet Maintenance $2,134,770 $1,066,472 $2,076,700 $1,042,682 $1,242,600 $456,709 $1,227,100 $405, $1,317, $1,375,520 Ski Rental $474,000 $364,877 $333,000 $313,386 Winter Food Service $660,000 $521,380 $660,000 $538,887 Summer Operations** $196,970 $271,091 $494,500 $421,833 Non-Operating $43,387 $238,833 $15,000 $467,945 Transfers -- $130, $130,000 Net Income -- $385, $110,384 TOTAL $4,751,727 $4,751,727 $4,806,300 $4,806,300 *Lift and Inside Operations and Sales includes revenues from lift tickets, parking, merchandise sales and miscellaneous revenues collected in the chalet. The expenses for this category include all direct costs associated with collecting this revenue. **Summer operations include revenue from disk golf, lunch sales and facility rental and catering. The amount shown for summer operations in included only the months of April through June 2016 while the expenses are based on a full six months of operations The following pages contain a variety of information analyzing and comparing fees for , historical trends and staffing information in support of the budget, fees charged and operations. Prices for admissions, programs and concessions at Hyland Hills are based on industry standards and best practices. The main objectives are to compete successfully in the local market, provide great customer service and efficiently run the facility

16 Season Passes Regular Unlimited (12 and up) THREE RIVERS PARK DISTRICT HYLAND HILLS OPERATING BUDGET RECOMMENDED FEE SCHEDULE (Changes in bold) Early Buy $ ($374.40) $379 ($406.57) $379 ($406.57) Regular $ ($374.40) $ ($349.48) $ ($349.48) Youth Unlimited (11 and Under) Early Buy $ ($320.75) $ (320.75) $ (320.75) Regular $ ($320.75) $ ($347.57) $ ($347.57) Family Unlimited Season Pass Early Buy $899.00($910.76) $ ($964.40) $ ($964.40) Regular $899.00($910.76) $999.00($ ) $999.00($ ) Each additional family member $ ($163.37) $ ($163.37) $ ($163.37) Specialty Passes Senior (age 62+) $99.00 ($106.20) $99.00 ($106.20) $99.00 ($106.20) Ski Rental (10 rentals) $ ($150.19) $ ($150.19) $ ($150.19) Snowboard Rental (10 rentals) $ ($150.19) $ ($150.19) $ ($150.19) Value Pass (10 Lift Tickets) $ ($213.48) $ ($270.56) $ ($277.84) Value Pass (6 Lift Tickets) $ ($144.82) $ ($170.56) $ ($173.79) Daily Lift Adult Youth All Day $28.89 ($31) $32.63 ($35) $34.49 ($37) $26.10 ($28) $28.90 ($31) $30.76 ($33) Half Day $27.03 ($29) $28.89 ($31) $32.63 ($35) $28.90 ($26) $27.03 ($29) $28.90 ($31) Limited Lift Adult Youth Fri-Sun PM $13.98 ($15) $15.84 ($17) $16.78 ($18) $13.98($15) $15.84 ($17) $16.78 ($18) Tue-Thur AM $13.98 ($15) $15.84 ($17) $16.78 ($18) $13.98($15) $15.84 ($17) $16.78 ($18) Ski / Snowboard / Helmet Rental Adult & Youth Anytime $20.50 ($22) $20.50 ($22) $20.50 ($22) Helmet - $7.46 ($8) $7.46 ($8) Outside Locker Rental Inside Locker Rental Small $80 ($85.82) - - N/A $4.66 ($5.00) $4.66 ($5.00) Large $99 (103.20) $129 ($138.38) $129 ($138.38) N/A $6.52 ($7.00) $6.52 ($7.00) NOTE: Prices are pre-tax and total fees in parentheses are tax included

17 THREE RIVERS PARK DISTRICT HYLAND HILLS OPERATING BUDGET RECOMMENDED GROUP FEE SCHEDULE (Changes in bold) After 4:00 p.m. Saturday & Sunday Lift ticket $15.00 $15.00 Ski Rental $15.00 $15.00 Snowboard $15.00 $15.00 Daily Lift Ticket $19.00 $20.00 Ski Rental $17.00 $17.00 Snowboard $17.00 $17.00 Lessons (Weekdays only) Ski $10.00 $10.00 Snowboard $10.00 $10.00 Telemark $10.00 $10.00 School Programs* 4 th 12 th Grades $17.00 $17.00 Special High School Programs (3 Hours Lift Only) $15.00 $15.00 *School programs include lift, rental and lesson Monday through Friday. December discount $1.00/student Special Programs Such as: Courage Center, Adaptive Learning Exchange, Deaf and Hard of Hearing Programs-- $13.00 for lift tickets. Youth Organization Nights Girl, Boy and Cub Scouts, Big Brother & Sister -- $16.00 lift, $16.00 rental, $3.00 helmet, $10.00 lesson. Home School Days Includes immediate family members - $21 lift, lesson and rental including helmet (per person). Note: Prices do not include tax - 8 -

18 THREE RIVERS PARK DISTRICT HYLAND HILLS OPERATING BUDGET RECOMMENDED FEE SCHEDULE SNOWSPORTS ACADEMY & COMPETITION FEES (Changes in Bold) Program Proposed Private Lesson $42.00 ($42.00) $42.00 ($42.00) $45.00 ($45.00) $45.00 ($45.00) Semi Private Lesson $28.00 ($28.00) $28.00 ($28.00) $30.00 ($30.00) $30.00 ($30.00) Jr. Instructor Lesson $ ($280.00) $ ($280.00) $ ($175.00) $ ($175.00) Hyland Stars Program $ ($280.00) $ ($280.00) $ ($280.00) $ ($280.00) Youth Ski/Board Program $ ($149.00) $ ($149.00) $ ($155.00) $ ($155.00) Holiday Ski/Board Program $ ($149.00) $ ($149.00) $ ($155.00) $ ($155.00) Hot Cocoa Club-Full Program $ ($199.00) $ ($199.00) $ ($219.00) $ ($219.00) Hot Cocoa Club-Mini Program $ ($169.00) $ ($169.00) $ ($189.00) $ ($189.00) Parent Ski/Board Program $97.62 ($89.00) $97.62 ($89.00) $97.62 ($99.00) $97.62 ($99.00) Adult Learn Program $97.62 ($99.00) $97.62 ($99.00) $97.62 ($99.00) $97.62 ($99.00) 40 + Program $97.62 ($99.00) $97.62 ($99.00) $97.62 ($99.00) $97.62 ($99.00) Women s Ski/Board Program $97.62 ($99.00) $97.62 ($99.00) $97.62 ($99.00) $97.62 ($99.00) Telemark Program $97.62 ($99.00) $97.62 ($99.00) $97.62 ($99.00) $97.62 ($99.00) Lift $17.71 ($19.00) $17.71 ($19.00) $19.47 ($21.00) $19.47 ($21.00) Rental $17.71 ($19.00) $17.71 ($19.00) $17.71 ($19.00) $17.71 ($19.00) Rescheduling Fee $37.29 ($40.00) $37.29 ($40.00) $37.29 ($40.00) $37.29 ($40.00) Notes: Lesson program participants receive a free lift ticket & rental for their use after lesson completion. Price in parenthesis are amount plus tax Lesson portion of programs are non-taxable, only lift and rental portion are taxable Competition Teams Practice Fees Proposed Type Race Unlimited Pass $ ($374.39) $ ($374.39) *Regular Rate *Regular Rate Race Youth Unlimited Pass $ ($267.12) $ ($267.12) *Regular Rate *Regular Rate Race High School Pass $ ($374.39) $ ($374.39) *Regular Rate *Regular Rate Timing (per event) $35.00 ($37.55) $35.00 ($37.55) $45.00 ($41.73) $45.00 ($41.73) Gate Box Rental $50.00 ($53.64) $50.00 ($53.64) $50.00 ($53.64) $50.00 ($53.64) Event Ticket $23.30 ($25.00) *Regular Rate *Regular Rate *Regular Rate Additional Use (per hr.) $35.00 ($37.55) $35.00 ($37.55) $35.00 ($37.55) $35.00 ($37.55) Additional Maintenance (4 hr. min.) $25.00 ($26.82) $25.00 ($26.82) $25.00 ($26.82) $50.00 ($46.60) *Note: Discounted pricing eliminated and priced at regular rates on page 9. Competition Teams Practice Fees - New Budgeted Revenue $14,000 Practices per season Team Size 41- Under Under 30 $499 $599 $799 $ $599 $799 $899 $ $799 $899 $999 $1, $899 $999 $1,199 $1,

19 THREE RIVERS PARK DISTRICT HYLAND HILLS OPERATING BUDGET OPERATING SUMMARY AND COMPARISON TYPE OF VISIT WALK IN 29,837 21,813 31,158 28,386 28,803 32,253 SKI SCHOOL 35,337 36,203 37,175 37,950 23,635 32,082 GROUP 13,231 14,373 13,340 12,438 8,157 10,915 SEASON PASS 92,043 91,086 91,168 85,670 72,225 82,365 GROUP(SKI SCHOOL) -7,797-8,610-8,118-7,286-5,182-7,903 TOTAL: 162, , , , , , OPERATIONS DAYS OPEN DAYS AT FULL PRICE SNOWFALL OPEN DATE Nov. 26 Nov. 25 Nov. 29 Nov. 22 Nov. 28 Nov. 27 CLOSE DATE Mar. 20 Mar. 11 Mar. 24 Mar. 26 Mar. 15 Mar REVENUES/EXPENSES OPERATING REVENUE $4,055,968 $3,774,019 $3,956,225 $3,889,125 $2,461,061 $3,921,990 OPERATING EXPENSE $3,341,695 $3,252,810 $3,371,581 $3,330,423 $2,748,530 $3,978,271 NET OPERATING INCOME $714,273 $521,209 $584,644 $558,702 ($287,469) ($56,281) NON-OPERATING REVENUES/(EXPENSES) $77,924 $26,156 $50,848 ($11,973) ($38,766) ($191,606) NET TRANSFERS ($320,694) ($324,062) ($328,976) ($334,631) ($0) ($0) NET INCOME $471,503 $223,303 $306,516 $212,098 $(326,235) ($247,887) REVENUE PER SKIER $24.95 $24.37 $23.96 $24.75 $19.28 $26.02 NOTES: amounts are preliminary as of April 30, Snow totals are during operating season measured at the ski area

20 THREE RIVERS PARK DISTRICT HYLAND HILLS OPERATING BUDGET FTE POSITIONS AND TEMPORARY HOURS SUMMARY (Changes in bold) Position Description REGULAR Alpine Services Manager Ski Operations Supervisor Facility Supervisor Facility Coordinator Food Service Supervisor Food Services Coordinator Ski Services Supervisor Ski Patrol Supervisor Ski School Supervisor Group Services Specialist Ski Maintenance Supervisor Ski Maintenance Specialist I Safety Video Production Asst Park Technician Park Keeper Custodian Total Regular FTE Complement Regular Part Time Non-Benefitted Shift Leader Attendant Total Regular FTE PTNB Total FTE Temporary Hours Temporary Hours 94,230 85,

21 THREE RIVERS PARK DISTRICT HYLAND HILLS OPERATING BUDGET SUMMARY SHARED REGULAR/PART TIME NON-BENEFITTED POSITIONS Regular Position Park Technician Custodian Ski Patrol Supervisor Facility Supervisor Park Technician Park Technician Facility Supervisor Alpine Services Manager Ski Maintenance Supervisor Assignment Shared.40 Hyland Hills.60 TBD.30 Hyland Hills.70 Hyland Park.90 Hyland Hills.10 Elm Creek.10 Hyland Hills.90 Elm Creek.35 Hyland Hills.65 Glen Lake.40 Hyland Hills.60 Hyland.30 Hyland Hills.70 Baker National Golf.90 Hyland Hills.10 Elm Creek.65 Hyland Hills.35 Elm Creek 2 Facility Coordinators.33 Hyland Hills.67 Baker National Golf Video Production Asst. Regular PTNB Position.33 Hyland Hills.67 Human Resources Assignment Shared 2 Shift Leaders.35 Hyland Hills.35 Baker National Golf 2 Shift Leaders.35 Hyland Hills.35 Baker National Golf 2 Shift Leaders.50 Hyland Hills.50 Baker National Golf

22 FINANCE AND ADMINISTRATION COMMITTEE REQUEST FOR ACTION Meeting Date: 07/07/16 Business Item: Item Number: 4B Division: Planning, Design & Technology Originating Source: Jonathan Vlaming, Assoc. Supt. Agenda Item: Draft 5-Year Capital Improvement Plan First Review Superintendent s Recommendation: NO ACTION REQUIRED; THIS ITEM IS FOR INFORMATION AND DISCUSSION. Background: The 5-Year Capital Improvement Plan (CIP) provides a road map for capital investments for 2017 through 2021 (Reference 4B-1). The CIP is comprehensive: it lists all of the capital projects for the next five years, and all of the anticipated funding for those projects. The CIP helps formulate but does not replace the annual Asset Management Program (AMP). Final funding decisions are made by the Board as part of the annual AMP process. This is the first review of the draft 5-year CIP. Staff will provide a brief presentation on the highlights of the CIP as well as the funding assumptions involved. The final CIP for approval is tentatively scheduled to be considered by the Finance and Administration Committee at their September meeting.

23 5-Year Capital Improvement Program Draft for Review Finance Committee July 7, 2016

24 Executive Summary 2017 to Projects $84.98 Million The majority of investments are in Stewardship maintaining what we have $9.50 $9.00 $8.50 $8.00 Stable Bonding Level ($ MIllions) $ The Value of Partnerships Shared Funding Three Rivers Funding $ % Outside Funding $ % i

25 Executive Summary Summary of Draft 5-Year CIP: Expenses yr total Stewardship $12.45 $9.56 $9.65 $9.36 $11.00 $52.02 Small Capital Improvements $0.32 $0.35 $0.35 $0.35 $0.35 $1.72 Major Capital Improvements $1.54 $1.29 $2.27 $3.19 $2.35 $10.64 Partnerships $3.55 $5.28 $3.33 $5.33 $1.42 $18.90 Administrative Costs $0.34 $0.34 $0.34 $0.34 $0.34 $1.70 TOTAL Expenses $18.19 $16.82 $15.94 $18.57 $15.45 $84.98 Secured Outside Funding yr total Federal NPS Grants $1.04 $1.04 Federal Tspt Grant $1.12 $1.12 State Legacy Grants $3.95 $3.95 State Lottery-In-Lieu $1.45 $1.45 $1.45 $1.45 $1.45 $7.25 Hennepin County $0.22 $0.22 Local Partnerships $0.36 $0.36 Subtotal $7.02 $2.57 $1.45 $1.45 $1.45 $13.94 Tentative Outside Funding yr total Federal Transportation Grants $3.20 $3.20 State Legacy Grants: Parks $3.70 $3.70 $3.70 $3.70 $14.80 State Legacy Grants: History $0.05 $0.27 $0.32 State/Met Council Bonding $2.00 $1.00 $1.50 $4.50 Hennepin County Bike Grants $0.30 $0.20 $0.20 $0.70 Local Govt share: CSAH 19 $0.30 $0.30 Bottineau LRT Project: Sochacki $1.50 $1.50 MRRP: Funding Campaign $0.00 TBD $0.00 Subtotal $0.05 $5.77 $5.90 $8.20 $5.40 $25.32 BALANCE $11.12 $8.48 $8.59 $8.92 $8.60 $45.72 Proposed Three Rivers Funding General Fund Balance Transfer from 2016 Nine Mile Creek RT project yr total $2.40 $2.40 CRD Fund $0.30 $0.40 $0.70 GO Bonds $8.42 $8.48 $8.59 $8.52 $8.60 $42.62 TOTAL Three Rivers funding $11.12 $8.48 $8.59 $8.92 $8.60 $45.72 Notes: All numbers are shown in $ millions and are rounded, so totals may be slightly more or less when summed individually. ii

26 Executive Summary Stewardship Stewardship Categories TOTAL Infrastructure management $7.57 $4.04 $4.02 $3.82 $5.24 $24.68 Preservation/maintenance $2.48 $3.03 $3.20 $3.02 $3.05 $14.79 Information technology $0.82 $1.22 $1.22 $1.22 $1.22 $5.70 Natural resources $1.09 $0.99 $0.99 $0.95 $1.19 $5.21 ADA compliance $0.39 $0.19 $0.07 $0.20 $0.10 $0.94 Sustainability $0.10 $0.10 $0.16 $0.15 $0.20 $0.70 TOTALS $12.45 $9.56 $9.65 $9.36 $11.00 $52.02 Capital Improvements Location Project Title Total Small Capital Improvements $0.32 $0.35 $0.35 $0.35 $0.35 $1.72 French Play Area Reconstruction $1.00 $1.00 French Maintenance Cold Storage $0.48 $0.48 Lk Mtka Schmid Farmstead Ruins Stabilization $0.06 $0.30 $0.36 Bryant Parking Expansion $0.54 $0.54 Baker Creative Play Area Replacement/Renovation $0.10 $0.50 $0.60 Baker Recreation Area Restroom Buildings and Boat Rental Renovation $0.35 $1.32 $1.67 Baker Operations Center Addition $0.18 $0.76 $0.94 Lk Rebecca Lake Rebecca Restroom & Picnic Shelter Improvements $0.02 $0.97 $0.99 French Restroom Buildings Renovation $0.20 $0.90 $1.11 District wide Bryant Baker Districtwide Districtwide Sustainable Unpaved Trails Program Cold Storage Building & Compound Yard Expansion Baker Near Wilderness Shower Building Shade Shelters for Dog Off Leash Areas $0.05 $0.45 $0.50 $0.11 $0.54 $0.65 $0.94 $0.94 $0.60 $0.60 Baker Golf Irrigation Renovation design $0.26 $0.26 TOTAL $1.86 $1.64 $2.62 $3.54 $2.70 $12.36 iii

27 Executive Summary Partnerships First-Tier Initiative Partnerships: Project Title TOTALS Master Planning initiatives $0.05 $0.05 $0.05 $0.05 $0.05 $0.25 Pocket Parks/Nature Nodes development along Regional Trails in under-served areas $0.10 $0.10 $0.10 $0.30 Mississippi River Regional Park: NPS partnership for parking Mississippi River Regional Park: TRPD share for development Mississippi River Regional Park: Multi-agency partnership for development Sochacki LRT Funded improvements: N/S Trail through park; water education platform; revegetation $1.42 $1.42 $0.30 $1.00 $1.50 $1.00 $3.80 TBD TBD TBD TBD TBD $1.50 $1.50 SUBTOTAL $0.45 $4.07 $1.65 $1.05 $0.05 $7.27 Trail Crossing Safety Improvement Partnerships: Project Title TOTALS At Grade Improvements: Luce Line Medicine Lk Rd in Plymouth $0.21 $0.21 At Grade Improvements: Medicine Lake Fernbrook Ln N in Maple Grove At Grade Improvements: Dakota Rail CR 110 in Minnetrista At Grade Improvements: Dakota Rail Commerce Blvd in Mound At Grade Improvements: Dakota Rail Orono Orchard Rd in Orono Lake Minnetonka LRT Regional Trail CSAH 19 Bridge Brooklyn Park/Hennepin County - cost share match for Rush Creek RT grade-separated connection at Winnetka At Grade Improvements: Lake Independence Hwy 6 in Orono (Timed with trail reconstruction) Hennepin County: Cedar Lake LRT Trail gradeseparated crossings: local match cost share (Year TBD) $0.22 $0.22 $0.02 $0.21 $0.23 $0.02 $0.21 $0.23 $0.02 $0.24 $0.26 $4.00 $4.00 $0.18 $0.18 $0.21 $0.21 $1.11 $1.11 SUBTOTAL $0.49 $0.66 $4.18 $1.32 $6.64 iv

28 Executive Summary Regional Trail Improvement Partnerships Project Title TOTALS Bloomington/Brooklyn Park/Edina/Plymouth/Richfield/Wayzata: "On- Ramps to the Regional Trail System Partnership Bloomington-Edina Hyland to NMCRT connection study Hopkins: 8th St. ARTery/ Lake Minnetonka LRT RT completion Hopkins: Nine Mile Creek RT completion with city project Met Council: Summary Master Plan of existing trails without approved Master Plans Minnetonka: North/South Regional Trail search Corridor Study Orono/Hennepin County Trailhead Connection to Dakota Rail RT Wayzata: Dakota Rail RT Parking Expansion cost share Minnetrista: Baker-Carver RT: Connect Lowry NC to Lk Mtka RP per Lotus Drive Agreement Hennepin County/Golden Valley: Golden Valley Road/Bassett Creek RT construction cost share Hopkins Depot expansion: Addition of outdoor recreation enhancements $1.55 $1.55 $0.02 $0.02 $0.46 $0.46 $0.18 $0.18 $0.08 $0.08 $0.03 $0.03 $0.30 $0.30 $0.20 $0.20 $0.35 $1.68 $2.03 $0.10 $0.10 $0.05 $0.05 SUBTOTAL $2.61 $0.55 $1.68 $0.10 $0.05 $4.99 PARTNERSHIP TOTAL $3.55 $5.28 $3.33 $5.33 $1.42 $18.90 Notes: All numbers are shown in $ millions and are rounded, so totals may be slightly more or less when summed individually. v

29 Table of Contents Executive Summary... i Section 1: Overview... 2 Section 2: Stewardship Projects... 6 Section 3: Capital Projects Section 4: Partnership Projects Section 5: Funding

30 Section 1: Overview Purpose of the 5-Year CIP The 5-Year CIP provides a road map for capital investments and capital funding for the next five years. The 5-year CIP helps guide investments in Stewardship, Partnerships and Major Capital based on principles and priorities set by the Three Rivers Board of Commissioners. The 5-year CIP allows for collaborative planning with partners. The 5-year CIP allows for longer term operational planning. The CIP helps formulate but does not replace the annual Asset Management Program (AMP). Final funding decisions are made by the Board as part of the annual AMP process. 5-Year CIP Principles: The 5-year CIP supports achievement of Three Rivers Mission, Vision, and Vision Goals. Mission: The Mission of the Park District is to promote environmental stewardship through recreation and education in a natural resources-based system. Vision: Through leadership, advocacy, innovation and action, Three Rivers is a model of a sustainable regional system of parks and trails that meets the needs of the present while ensuring that the needs of future generations are well-met. Vision Goals: Protect the region s water and natural resources Inspire people to recreation Connect people to nature Create vibrant places Collaborate across boundaries The Board will update and approve the 5-year CIP annually to reflect changing capital needs. The 5-year CIP is consistent with the annual operating budget. Future operating costs and efficiencies associated with new capital improvements will be projected and included in operating budget forecasts. The 5-year CIP will reflect expected funding opportunities. 2

31 Section 1: Overview 5-Year CIP Priorities: 1. Safety: Give preference to capital investments that if not executed, may place the health, safety, or welfare of the public or staff at risk. 2. Commitments: Give preference to capital investments to which Three Rivers has committed through Board approved motions, agreements or contracts, or which reflect legal obligations or mandates. 3. Stewardship: Take good care of existing park system infrastructure, facilities and natural resources. 4. Core Competencies: Give preference to capital investments that provide service for which Three Rivers is uniquely qualified. 5. Equity: Give preference to projects that provide equitable service to the residents of suburban Hennepin County. 6. Efficiency: Give preference to capital investments that substantially increase net revenue, or which substantially decrease existing operating costs. 7. Leverage: Give preference to capital investments that have matching dollars/resources from outside sources. 3

32 Section 1: Overview How this CIP is organized There are three categories of capital investments: Stewardship; Capital; and Partnerships. Stewardship Projects ADA Program (ADA) Three Rivers has an Americans with Disabilities (ADA) compliance plan that addresses recent changes in federal ADA rules and regulations. The ADA program identifies and proposes funding for several district-wide compliance projects. The physical portion of the Park District s ADA plan will be fully implemented through this 5-year CIP. Infrastructure Management Program (IMP) Inventory, catalog and prioritize major infrastructure improvements: Pavement Management Program & bridge inspections and repairs. Information & Technology Program (ITP) Maintain technology and office systems: hardware, software, connectivity, network solutions, system solutions. Natural Resources Management Program (NRM) Prioritize and implement projects to maintain or protect natural resources: water resources, forest resources, wildlife resources, invasive species control. Preservation & Rehabilitation Program (PRP) Inventory, catalog and prioritize maintenance and rehabilitation requirements: building maintenance; roof replacement; mechanical system replacements, etc. Sustainability Program (SUS) Evaluate and recommend projects that will help meet future sustainability goals: lighting and mechanical improvements utilizing more energy efficient equipment. Capital Small Capital Projects (<$250,000) are identified for the upcoming year only. These are modest park and trail enhancements primarily focused on improving visitor experiences, and/or which improve operational efficiency. Major capital projects are planned for all five years. They reflect major initiatives supported by the Board and which are above and beyond maintaining what we have. Major Capital projects include new trail construction, major infrastructure for trails such as bridges, new park facilities or replacement of major park facilities. These major capital projects are often tied to outside funding several years into the future. Partnerships These are capital projects that involve partnering with other agencies to achieve shared goals. Partnership projects often realize cost savings through pairing with other public works projects, and/or create added-value that would not exist if projects were done alone. 4

33 Section 1: Overview How projects came to be in the CIP Input from Field Staff Field staff have a strong understanding of stewardship needs as well as visitor needs out in the parks. It is important to engage this expertise. Each year, a call goes out to all staff asking them to review projects already in the CIP and to submit new ideas or needs. This past year, an additional 88 new ideas were submitted, many of which were incorporated into the 2017 Capital project list and/or the 2021 Stewardship project list. Projects were ranked and selected by Three River s Leadership Team, which includes Directors, Associate Superintendents and the Superintendent. On-going Stewardship Programs The infrastructure management, preservation and rehabilitation, natural resources management, and technology programs all include on-going projects that are needed to maintain the quality of what Three Rivers offers. These are technical programs are driven largely by functional life-cycles of resources (e.g. pavement, roofs, etc.) or which are part of larger long-term efforts (e.g. invasive species control). These projects are identified at the Stewardship program committee level. Board Initiatives Three Rivers Board of Commissioners initiatives help drive investments. The First- Tier Initiative has several projects in the CIP. Partnerships Partnership projects reflect opportunities. Opportunities to save money, to add value, to work with other major initiatives to bring benefit to the Park District. These types of projects were identified through several avenues, including dialogues between decision-makers, technical staff sharing plans and discovering commonalities, and through strategic planning. The Public The general public plays an important role when projects are first being conceptualized particularly at the Master Planning phase for parks and trails. For example, the proposed redevelopment of Mississippi River Regional Park is included in the CIP, and the recreational design concept were determined through an extensive public input process as part of the park s Master Plan update. Additional public input comes through visitor studies, and through visitor engagement with field staff. Process for updating the CIP on an annual basis The CIP will be updated annually each year. It is expected that most of the proposed projects in years 2-5 of this CIP will remain in their programmed year, but it is also possible that new opportunities (or challenges) may require revisions of project timing in years 2-5. The annual update will include a new year-5 list of projects, along with any important opportunities or conditions that need to be addressed in earlier years

34 Section 2: Stewardship Projects Infrastructure Management Program (IMP) ID Location Project Title District Wide Bituminous pavement preventative maintenance $585,000 $610,000 $635,000 $660,000 $685,000 2 District Wide Pedestrian bridge and underpass repairs $29,250 $31,750 $33,500 3 District Wide Miscellaneous utility repairs $30,500 $33,500 4 District Wide Certified inspections of engineered structures $9,150 $9,700 5 Elm Creek PR Elm Creek Park Reserve North Loop Trail microsurfacing $351,000 6 French RP French Regional Park pavement rehabilitation $5,323,500 7 Hyland PR Hyland Lake Park Reserve pavement rehabilitation - engineering $356,283 8 Hyland PR Ski Jump Structure Engineering Inspections $7,500 9 Luce Line RT Luce Line Regional Trail reconstruction - Hwy 55 to Medicine Lake Drive $493, Twin Lakes RT Twin Lakes Regional Trail boat ramp reconstruction $327, Twin Lakes RT Twin Lakes RT - signage and striping upgrades $75, Bryant Lake RP Bryant Lake Regional Park road and parking lot bituminous overlay $339, Bryant Lake RP Bryant Lake Regional Park boat ramp reconstruction $311, Hyland PR Hyland Lake Park Reserve pavement rehabilitation $2,411, Lake Rebecca PR Lake Minnetonka RP Lake Minnetonka RP 18 Shingle Creek RT Lake Rebecca Park Reserve boat ramp reconstruction Lake Minnetonka Regional Park pavement rehabilitation- trails Lake Minnetonka Regional Park pavement rehabilitation- engineering Shingle Creek Regional Trail - replace concrete trail with bituminous $323,300 $1,612,900 $661,505 $730, Shingle Creek RT Shingle Creek Regional Trail bituminous overlay $349, Coon Rapids Dam Dam Structure Engineering Inspections $45, Lake Minnetonka RP Lake Minnetonka Regional Park pavement rehabilitation - roads and parking lots $2,640, Noerenberg Noerenberg Gardens water tower: structural inspection (2017), sealing (2020) $20,000 $429,000 6

35 Section 2: Stewardship Projects ID Location Project Title Baker PR Katrina Loop Trail Microsurfacing $253, Baker PR BNGC maintenance road and lot bituminous overlay $94, Baker PR 26 Baker PR 27 Baker PR 28 Bryant Lake RP 29 Carver RP Maintenance parking lot, public safety, CR 19 lot, and Near Wilderness bituminous overlay BNGC Evergreen golf cart path reconstruction (engineering and construction) South Picnic area trail to fishing pier reconstruction (engineering and construction) Disc Golf and Waters Edge Picnic Area road and parking lot bituminous overlay Microsurface Lake Loop 2, LNC Trails, Sunny Lk Loop from LNC to Group Camp Rd and Victoria Spur $334,260 $274,810 $114,480 $45,860 $267, Hyland PR 31 Hyland PR 32 Lake Independence RT 33 MN River Bluffs RT Park trail microsurfacing - Access Trail to Loops, North Loop, South Loop, SE of Maint., Circul. Trl. RNC circulation trails reconstruction (engineering and construction) Trail rehabilitation south of County Road 6 (engineering and construction) Trail rehabilitation east and west of County Road 62 (engineering) $291,870 $147,190 $1,344, North Miss. RP Park trail reconstruction (engineering) $173, North Miss. RP Park trail reconstruction (construction) $866,780 $53, Shingle Creek RT Trail rehabilitation from HWY 100 to MSP border (engineering and construction) $254,510 IMP TOTAL $7,568,633 $4,035,187 $4,020,655 $3,817,200 $5,235,380 7

36 Section 2: Stewardship Projects Preservation and Rehabilitation Program (PRP) ID Project Category Amenities $155,802 $190,230 $201,317 $189,646 $173, Building Rehab - Materials $139,880 $170,790 $180,744 $170,266 $182, Building Rehab - Plumbing $39,089 $47,726 $50,508 $47,580 $68, Building Rehab - Small Projects $218,169 $266,379 $281,904 $265,562 $273, Building Rehab - Roofs $110,765 $135,242 $143,124 $134,827 $109, Building Rehab - STS Homes $49,997 $61,045 $64,603 $60,858 $63, Burg, Fire & Card Access $77,246 $94,315 $99,812 $94,025 $91, Concrete Repair and Replacement $85,953 $104,947 $111,063 $104,625 $91, Cultural Resources Preservation $25,000 $30,000 $25,000 $25,000 $25, Disc Golf $16,385 $20,006 $21,172 $19,945 $27, Docks, Bridges Boardwalks $121,252 $148,046 $156,674 $147,591 $136, Electrical Maint & Repair $223,965 $273,456 $289,393 $272,617 $255, Elevator Inspect & Service $18,726 $22,864 $24,197 $22,794 $68, General Park Rehab $191,007 $233,215 $246,807 $232,499 $236, HVAC Maint & Repair $205,988 $251,506 $266,164 $250,734 $227, Non-Paved Trails $78,088 $95,344 $100,900 $95,051 $91, Painting $29,306 $35,782 $37,868 $35,673 $54, Play Area Maint & Repair $114,698 $140,043 $148,205 $139,614 $127, Roads & Parking Maint $31,366 $38,297 $40,530 $38,180 $68, Small Infrastructure $58,238 $71,108 $75,252 $70,889 $68, Special Projects (under $100k each) $197,443 $241,073 $255,123 $240,333 $264, Swim Facilities $36,797 $44,928 $47,547 $44,790 $40, The Landing Building & Site Rehab $68,178 $83,243 $88,095 $82,988 $91, Turf & Grounds Rehab $190,695 $232,834 $246,404 $232,120 $218,579 PRP TOTAL $2,484,033 $3,032,419 $3,202,406 $3,018,207 $3,053,231 8

37 Section 2: Stewardship Projects Information Technology Program (ITP) ID Project Title Infrastructure Upgrades/Replacements $100,000 $250,000 $250,000 $250,000 $250, Network Hardware Upgrades/Replacements $200,000 $250,000 $250,000 $250,000 $250, Licensing and Cloud Migration $200,000 $200,000 $200,000 $200,000 $200, Desktop Hardware Upgrades/Replacements $200,000 $350,000 $350,000 $350,000 $350, Storage/Memory/Datacenter $50,000 $100,000 $100,000 $100,000 $100, Miscellaneous Technology Requests $50,000 $50,000 $50,000 $50,000 $50, GPS/GIS Equipment Replacements $20,000 $20,000 $20,000 $20,000 $20,000 ITP TOTAL $820,000 $1,220,000 $1,220,000 $1,220,000 $1,220,000 9

38 Section 2: Stewardship Projects Natural Resources Management Program (NRM) ID Project Title Aquatic Vegetation Management $32,550 $18,300 $30, CCM Crew Time to support Forestry and Horticulture operations $164,487 $167,777 $171,133 $171,133 $175, Compost for amending soils $10,078 $10,279 $10,485 $10,485 $10, Deer Fencing $40, Fisheries management $55,200 $12,200 $30, Grant Match Funds $50,000 $50,000 $50,000 $50,000 $50, Invasive species management and control $228,530 $213,061 $213,602 $213,602 $150, Landscape Maint $124,061 $151,475 $160,303 $151,011 $160, Natural resources management practices to enhance habitat communities $68,952 $70,331 $71,738 $71,738 $130, Pollutant load reductions $93,600 $101,600 $100,000 $100, Shoreline Erosion Stabilization $84,240 $40, Source vs Sink study $40, STS Crew to support Forestry and Horticulture operations $74,285 $75,770 $77,286 $77,286 $80, Tree Trimming - Contracted $18,726 $22,864 $24,197 $22,794 $25, Watershed load reductions $97,600 $40, Well Repair and Replacement $68,178 $83,243 $88,095 $82,988 $89, Wetland Mitigation and Restoration $18,808 $19,020 $19,237 $25,000 NRM TOTAL $1,091,695 $991,920 $987,676 $951,037 $1,190,000 10

39 Section 2: Stewardship Projects ADA Compliance Program (ADA) ID Project Title ADA Common Barrier Removals - District-wide Barriers and Accessories, Public ADA Common Barrier Removals District-wide Door Hardware, Public ADA Common Barrier Removals District-wide Signage, Public ADA Common Barrier Removals District-wide Signage, Staff ADA Common Barrier Removals - District-wide Communication Devices ADA Common Barrier Removals District-wide Automated Sales Equipment Common Barrier Removals - Site, Picnic, and Camping Areas ADA Common Barrier Removals District-wide Appliances ADA Common Barrier Removals District-wide Drinking Fountains ADA Common Barrier Removals District-wide Storage ADA Common Barrier Removals District-wide Door Hardware, Staff Hyland Play Area Provide ADA Access and rehab step area ADA Common Barrier Removals - District-wide restroom remodels $62,720 $160,290 $94,770 $22,230 $17,550 $3,510 $25,030 $170,800 $50,000 $6,100 $6,100 $3,660 $66,040 $204,072 $50,000 ADA TOTAL $386,100 $186,660 $66,040 $204,072 $100,000 11

40 Section 2: Stewardship Projects Sustainability Program (SUS) ID Location Project Title District Wide Efficiency Improvements $60,000 $60,000 $15,000 $50,000 $70, District Wide Fuel Conservation Projects $11,700 $12,200 $100,000 $100, District Wide 101 District Wide 102 Elm Creek PR Landscape maintenance for water conservation Sustainability Education Initiatives Replace Elm Creek snowmaking well water supply with surface water $10,000 $10,000 $15,000 $15,000 $15,000 $15,000 $15,000 $127,000 SUS TOTAL $96,700 $97,200 $157,000 $150,000 $200,000 12

41 Section 3: Capital Projects Small Capital Improvements ID Location Project Title District-wide Annual Small Cap Estimate $350,000 $350,000 $350,000 $350, Admin Center 105 District-wide 106 Eagle Lake Golf 107 French RP Furnish & Install: Board Room Equipment Refresh Fish Cleaning Stations Pilot Program at TBD locations Design & Construct: Cart & Equipment Storage Addition Material Storage Building Program - Phase 1 Construction $80,000 $40,000 $60,000 $50, Gale Woods Install Livestock Water Founts $15, Gale Woods 110 Hyland PR 111 Hyland PR 112 Silverwood Wool Processing/Mechanical Room Improvements Design & Install: Shade Seating Area at Creative Play Area Richardson: Design & Install Picture Window in Bluestem Rm Furnish & Install: Boat Rental Dock Extension $15,000 $25,000 $30,000 $6,000 SCI TOTAL $321,000 $350,000 $350,000 $350,000 $350,000 Note: Small Capital Projects are identified annually as part of the annual CIP update and Asset Management Program (AMP) project identification process. For an estimated budget is provided. Actual amounts in each year s AMP program may vary slightly depending on need and final project cost estimates. 13

42 Section 3: Capital Projects Major Capital Projects MAJOR CAPITAL PROJECTS ID Location Project Title Total 113 French Play Area Reconstruction $1,000,000 $1,000, French Maintenance Cold Storage $481,425 $481, Lk Mtka Schmid Farmstead Ruins Stabilization $60,000 $300,000 $360, Bryant Parking Expansion $540,000 $540, Baker 118 Baker Creative Play Area Replacement/Renovation Recreation Area Restroom Buildings and Boat Rental Renovation $100,000 $500,000 $600,000 $350,000 $1,316,000 $1,666, Baker Operations Center Addition $182,880 $760,320 $943, Lk Rebecca Lake Rebecca Restroom & Picnic Shelter Improvements $20,000 $970,000 $990, French Restroom Buildings Renovation $203,200 $902,880 $1,106, District wide 123 Bryant 124 Baker 125 District-wide 126 Baker Sustainable Unpaved Trails Program Cold Storage Building & Compound Yard Expansion Baker Near Wilderness Shower Building Shade Shelters for Dog Off Leash Areas Golf Irrigation Renovation design $50,000 $450,000 $500,000 $108,000 $540,000 $648,000 $943,800 $943,800 $600,000 $600,000 $264,000 $264,000 MAJOR CAPITAL TOTAL $1,541,425 $1,290,000 $2,272,080 $3,191,200 $2,347,800 $10,642,505 14

43 Section 4: Partnership Projects Trail Crossing Safety Improvement Partnerships: ID Project Title TOTALS 127 At Grade Improvements: Luce Line Medicine Lk Rd in Plymouth $205,000 $205, At Grade Improvements: Medicine Lake Fernbrook Ln N in Maple Grove At Grade Improvements: Dakota Rail CR 110 in Minnetrista At Grade Improvements: Dakota Rail Commerce Blvd in Mound At Grade Improvements: Dakota Rail Orono Orchard Rd in Orono Lake Minnetonka LRT Regional Trail CSAH 19 Bridge Brooklyn Park/Hennepin County - cost share match for Rush Creek RT gradeseparated connection at Winnetka At Grade Improvements: Lake Independence Hwy 6 in Orono (Timed with trail reconstruction) Hennepin County: Cedar Lake LRT Trail grade-separated crossings: local match cost share (Year TBD) $220,000 $220,000 $20,000 $210,000 $230,000 $20,000 $210,000 $230,000 $20,000 $235,000 $255,000 $4,000,000 $4,000,000 $180,000 $180,000 $210,000 $210,000 $1,105,000 $1,105,000 SUBTOTAL $485,000 $655,000 $0 $4,180,000 $1,315,000 $6,635,000 15

44 Section 4: Partnership Projects Regional Trail Improvements Partnerships: ID Project Title TOTALS Bloomington/Brooklyn Park/Edina/Plymouth/Richfield/Wayzata: "On-Ramps to the Regional Trail System Partnership Bloomington-Edina Hyland to NMCRT connection study Hopkins: 8th St. ARTery/ Lake Minnetonka LRT RT completion Hopkins: Nine Mile Creek RT completion with city project Met Council: Summary Master Plan of existing trails without approved Master Plans Minnetonka: North/South Regional Trail search Corridor Study Orono/Hennepin County Trailhead Connection to Dakota Rail RT Wayzata: Dakota Rail RT Parking Expansion cost share Minnetrista: Baker-Carver RT: Connect Lowry NC to Lk Mtka RP per Lotus Drive Agreement Hennepin County/Golden Valley: Golden Valley Road/Bassett Creek RT construction cost share Hopkins Depot expansion: Addition of outdoor recreation enhancements $1,550,000 $1,550,000 $20,000 $20,000 $459,500 $459,500 $175,500 $175,500 $75,000 $75,000 $30,000 $30,000 $300,000 $300,000 $200,000 $200,000 $351,360 $1,678,940 $2,030,300 $100,000 $100,000 $50,000 $50,000 SUBTOTAL $2,610,000 $551,360 $1,678,940 $100,000 $50,000 $4,990,300 16

45 Section 4: Partnership Projects First-Tier Initiative Partnerships: ID Project Title TOTALS 147 Master Planning initiatives $50,000 $50,000 $50,000 $50,000 $50,000 $250, Pocket Parks/Nature Nodes development along Regional Trails in under-served areas Mississippi River Regional Park: NPS partnership for parking Mississippi River Regional Park: TRPD share for development Mississippi River Regional Park: Multiagency partnership for development Sochacki LRT Funded improvements: N/S Trail through park; water education platform; revegetation $100,000 $100,000 $100,000 $300,000 $1,420,000 $1,420,000 $300,000 $1,000,000 $1,500,000 $1,000,000 $3,800,000 TBD TBD $1,500,000 $1,500,000 SUBTOTAL $450,000 $4,070,000 $1,650,000 $1,050,000 $50,000 $7,270,000 PARTNERSHIP TOTAL $3,545,000 $5,276,360 $3,328,940 $5,330,000 $1,415,000 $18,895,300 17

46 Section 5: Funding Funding Summary Secured Outside Funding yr total Federal NPS Grants $1.04 $1.04 Federal Tspt Grant $1.12 $1.12 State Legacy Grants $3.95 $3.95 State Lottery-In-Lieu $1.45 $1.45 $1.45 $1.45 $1.45 $7.25 Hennepin County $0.22 $0.22 Local Partnerships $0.36 $0.36 Subtotal $7.02 $2.57 $1.45 $1.45 $1.45 $13.94 Tentative Outside Funding yr total Federal Transportation Grants $3.20 $3.20 State Legacy Grants: Parks $3.70 $3.70 $3.70 $3.70 $14.80 State Legacy Grants: History $0.05 $0.27 $0.32 State/Met Council Bonding $2.00 $1.00 $1.50 $4.50 Hennepin County Bike Grants $0.30 $0.20 $0.20 $0.70 Local Govt share: CSAH 19 $0.30 $0.30 Bottineau LRT Project: Sochacki $1.50 $1.50 MRRP: Funding Campaign $0.00 TBD $0.00 Subtotal $0.05 $5.77 $5.90 $8.20 $5.40 $25.32 BALANCE $11.12 $8.48 $8.59 $8.92 $8.60 $45.72 Proposed Three Rivers Funding General Fund Balance Transfer from 2016 Nine Mile Creek RT project yr total $2.40 $2.40 CRD Fund $0.30 $0.40 $0.70 GO Bonds $8.42 $8.48 $8.59 $8.52 $8.60 $42.62 TOTAL Three Rivers funding $11.12 $8.48 $8.59 $8.92 $8.60 $45.72 Notes: All numbers are shown in $ millions and are rounded, so totals may be slightly more or less when summed. 18

47 Section 5: Funding Secured and Unsecured Outside Funding: Potential Project Assignments The following detailed table shows secured outside funding and the potential use of outside funding for specific projects across the five years of the CIP. This table is useful for quickly identifying the projects where future outside funding is likely to be spent. This table is illustrative only it does not formally commit the Board to assigning a specific outside funding source or amount to a specific project. Funding assignments are formalized through the Board s approval of the annual Asset Management Program. Potential Project Assignments: Projects Cost Federal Grants Legacy Grants State Bond State Lottery- In-Lieu Henn Co. Local Other Total Outside Funding PRP/NRM/Admin Lottery-in-Lieu $1.45 $0.00 $0.00 $0.00 $1.45 $0.00 $0.00 $0.00 $1.45 Bloomington/Brooklyn Park/Edina/Plymouth/Richfield/Wayzata: "On- Ramps to the Regional Trail System Partnership $1.55 $1.04 $0.26 $1.30 French Regional Park Pavement Rehabilitation $5.32 $2.95 $2.95 French-Play Area Reconstruction $1.00 $1.00 $1.00 Schmid Farmstead Ruins Stabilization: Design $0.06 $0.05 $0.00 At Grade Improvements: Luce Line Medicine Lk Rd in Plymouth $0.21 $0.01 $0.01 At Grade Improvements: Dakota Rail Orono Orchard Rd in Orono $0.02 $0.01 $0.01 Hopkins: 8th St. ARTery/ Lake Minnetonka LRT $0.46 RT completion $0.10 $0.10 Orono/Hennepin County Trailhead Connection to Dakota Rail RT $0.30 $0.10 $0.10 $0.20 Secured $1.04 $3.95 $0.00 $1.45 $0.22 $0.36 $0.00 $7.02 Tentative $0.05 $0.05 TOTALS $10.37 $1.04 $4.00 $0.00 $1.45 $0.22 $0.36 $0.00 $

48 Section 5: Funding Potential Project Assignments: Projects Cost Federal Grants Legacy Grants State Bond State Lottery- In-Lieu Henn Co. Local Other Total Outside Funding PRP/NRM/Admin Lottery-in-Lieu $1.45 $1.45 $1.45 Mississippi River Regional Park: NPS partnership for parking $1.42 $1.12 $1.12 Mississippi River Regional Park: Multi-agency partnership for development: TRPD Match $1.00 TBD $1.00 $1.00 Hyland Lake Park Reserve pavement rehabilitation $2.41 $2.00 $2.00 Schmid Farmstead Ruins Stabilization: Design $0.30 $0.27 $0.27 Minnetrista: Baker-Carver RT: Connect Lowry NC to Lk Mtka RP per Lotus Drive Agreement $0.35 $0.35 $0.35 Baker-Recreation Area Restroom Buildings and Boat Rental Renovation: Design $0.35 $0.35 $0.35 At Grade Improvements: Dakota Rail CR 110 in Minnetrista $0.21 $0.10 $0.10 At Grade Improvements: Dakota Rail Commerce Blvd in Mound $0.21 $0.10 $0.10 At Grade Improvements: Dakota Rail Orono Orchard Rd in Orono $0.24 $0.10 $0.10 Schmid Farmstead Ruins Stabilization: Construction $0.30 $0.27 $0.27 Sochacki LRT Funded improvements: N/S Trail through park; water education platform; revegetation $1.50 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1.50 $1.50 Secured $1.12 $1.45 $0.00 $2.57 Tentative $3.97 $0.30 $1.77 $6.04 TOTALS $9.74 $1.12 $3.97 $0.00 $1.45 $0.30 $1.77 $

49 Section 5: Funding Potential Project Assignments: Projects Cost Federal Grants Legacy Grants State Bond (2018) State Lottery- In-Lieu Henn Co. Local Other Total Outside Funding PRP/NRM/Admin Lottery-in-Lieu $1.45 $1.45 $1.45 Minnetrista: Baker-Carver RT: Connect Lowry NC to Lk Mtka RP per Lotus Drive Agreement $1.68 $1.50 $0.10 $1.60 Mississippi River Regional Park: Multi-agency partnership for development: TRPD Match $1.50 TBD $1.50 TBD TBD $1.50 Lake Minnetonka Regional Park pavement rehabilitation- trails $1.61 $1.60 $1.60 Baker-Recreation Area Restroom Buildings and Boat Rental Renovation $1.32 $0.50 $0.50 Shingle Creek Regional Trail - replace concrete trail with bituminous $0.73 $0.60 $0.10 $0.70 Secured $1.45 $1.45 Tentative $3.70 $2.00 $0.20 $5.90 TOTALS $8.29 $3.70 $2.00 $1.45 $0.20 $

50 Section 5: Funding Potential Project Assignments: Projects Cost Federal Grants Legacy Grants State Bond (2020) State Lottery- In-Lieu Henn Co. Local Other Total Outside Funding PRP/NRM/Admin Lottery-in-Lieu $1.45 $1.45 $1.45 Lake Minnetonka LRT Regional Trail CSAH 19 Bridge $4.00 $3.20 $0.30 $3.50 Mississippi River Regional Park: Multi-agency partnership for development: TRPD Match $1.00 TBD $1.00 TBD TBD $1.00 French Restroom Buildings (4) Renovation (hold until 2020 Bond has passed) $0.90 $0.90 $0.90 Lake Rebecca Restroom & Picnic Shelter Improvements (hold until 2020 Bond has passed) $0.97 $0.10 $0.10 Lake Minnetonka Regional Park pavement rehabilitation - roads and parking lots $2.64 $2.60 $2.60 Noerenberg Gardens water tower: structural inspection (2017), sealing (2020) $0.43 $0.10 $0.10 Secured $1.45 $1.45 Tentative $3.20 $3.70 $1.00 $0.30 $8.20 TOTALS $11.39 $3.20 $3.70 $1.00 $1.45 $0.30 $

51 Section 5: Funding Potential Project Assignments: Projects Cost Federal Grants Legacy Grants State Bond (2020) State Lottery- In-Lieu Henn Co. Local Other Total Outside Funding PRP/NRM/Admin Lottery-in-Lieu $1.45 $1.45 $1.45 Hennepin County: Cedar Lake LRT Trail gradeseparated crossings: local match cost share (Year TBD) $1.11 $1.11 $1.11 Bryant Lake Cold Storage Building & Compound Yard Expansion $0.54 $0.54 $0.54 Baker Near Wilderness Shower Building $0.94 $0.94 $0.94 Trail rehabilitation from HWY 100 to MSP border (engineering and construction) $0.25 $0.25 $0.25 North Miss RP: Park trail reconstruction (engineering) $0.17 $0.17 $0.17 North Miss RP: Park trail reconstruction (construction) $0.87 $0.69 $0.10 $0.79 Baker: Maintenance parking lot, public safety, CR 19 lot, and Near Wilderness bituminous overlay $0.33 $0.33 $0.33 Baker: South Picnic area trail to fishing pier reconstruction (engineering and construction) $0.11 $0.10 $0.10 District-wide Shade Shelters for Dog Off Leash Areas $0.60 $0.53 $0.53 Bryant Cold Storage Building and Compound Yard Expansion $0.54 $0.54 $0.54 At Grade Improvements: Lake Independence Hwy 6 in Orono (Timed with trail reconstruction) $0.21 $0.10 $0.10 Secured $1.45 $1.45 Tentative $3.70 $1.50 $0.00 $0.20 $5.40 TOTALS $7.13 $3.70 $1.50 $1.45 $0.20 $

52 Section 5: Funding 5-Yr Summary Cost Federal Grants Legacy Grants State Bond State Lottery- In-Lieu Henn Co. Local Other TOTAL Outside Funding Secured - 5 Yr Total $2.16 $3.95 $7.25 $0.22 $0.36 $13.94 Tentative - 5-Yr Total $3.20 $15.12 $4.50 $0.70 $0.30 $1.77 $25.59 TOTALS $46.92 $5.36 $19.07 $4.50 $7.25 $0.92 $0.66 $1.77 $

53 FINANCE AND ADMINISTRATION COMMITTEE REQUEST FOR ACTION Meeting Date: 07/07/16 Business Item: Item Number: 4C Department: Finance Originating Source: Howard Koolick, Director/CFO Agenda Item: Resolution Authorizing Membership in the 4M Fund League of MN Cities Superintendent s Recommendation: MOTION TO RECOMMEND THAT THE BOARD APPROVE RESOLUTION NO AUTHORIZING THE PARK DISTRICT S MEMBERSHIP IN THE 4M FUND. Background: The Park District currently uses Hennepin County as its primary depository. The County invests the Park District funds along with the County s idle cash, creating a larger investment pool and thereby higher interest returns. The Park District needs to segregate bond proceeds from its operating funds to track interest earned and simplify the required arbitrage reporting. The County does not have a mechanism available for the Park District to do this. Morgan Stanley, Public Financial Management Asset Management and Wells Fargo Brokerage Services have performed this function in the past. Securities and Exchange Commission (SEC) regulations have limited the functions that these brokers can perform without needing to comply with SEC oversight when funds being invested include bond proceeds. Morgan Stanley and Wells Fargo Brokerage have both opted to stop accepting the investment of bond proceeds to ensure that they are not viewed as providing advice and thereby required to comply with the SEC regulations. The Minnesota Municipal Money Market Fund the 4M Fund was created in 1987 by the Minnesota League of Cities to provide an investment alternative for Minnesota cities and other municipal entities. Part of their services include investing bond proceeds through with the aid of their partner PMA Financial Network. PMA is registered with the SEC as a municipal investment adviser meaning they meet all the regulations and requirements for providing advice on the investment of bond proceeds. Approval of the attached resolution (Reference 4C-1), which references the Declaration of Trust (Reference 4C-2) is the first step to becoming a participant in the 4M Fund. Once the resolution has been adopted, the Director of Finance/CFO will be required to complete an application and provide a variety of financial information. Once the application is reviewed and approved, the Park District will be able to invest funds with the 4M Fund. The Park District currently has approximately $4.35 million in bond proceeds that need to be invested. In addition, proceeds from the 2016 bond sale which will occur this fall could be placed with the 4M Fund. Relationship to the Policy Statement The Request for Action supports Policy V District Finance of the Policy Statement by complying with state law to ensure that the Park District s investments are properly managed and the helps meet the Financial Management Plan requirement that the Park District will comply will all laws and regulations relating to its bond issues.

54 Reference 4C-1 THREE RIVERS PARK DISTRICT RESOLUTION NO RESOLUTION AUTHORIZING MEMBERSHIP IN THE 4M FUND WHEREAS, Minnesota Statutes (the Joint Powers Act) provides that governmental units may jointly exercise any power common to the contracting parties; and WHEREAS, the Minnesota Municipal Money Market Fund (the 4M Fund) was formed in 1987, pursuant to the Joint Powers Act and in accordance with Minnesota Investment Statutes, by the adoption of a joint powers agreement in the form of a Declaration of Trust; and WHEREAS, the Declaration of Trust, which has been presented to this Board, authorizes municipalities of the State of Minnesota to become Participants of the Fund and make use from time to time including the 4M Liquid Asset Fund, the 4M Plus Fund, the Term Series, the Fixed Rate Programs, and other Fund services offered by the Fund; and WHEREAS, this Board deems it to be in the best interest for the Park District to make use of, from time to time, the approved services provided by the 4M Fund s service providers including the Investment Advisor (Prudent Man Advisors, Inc.) or Sub-Advisor (RBC Global Asset Management (U.S.) Inc.), the Administrator (PMA Financial Network, Inc.), the Distributor (PMA Securities, Inc.) or the Fixed Rate Program Providers, PMA Financial Network, Inc. and PMA Securities, Inc., and the Custodian, U.S. Bank National Association, ( Service Providers ) and/or their successors; and WHEREAS, this Board deems it advisable for this municipality to enter into the Declaration of Trust and become a Participant of the Fund for the purpose of joint investment with other municipalities so as to enhance the investment earnings accruing to each. NOW, THEREFORE BE IT RESOLVED AS FOLLOWS: Section 1. The Park District shall become a Participant of the Fund and adopt and enter into the Declaration of Trust, a copy of which shall be filed in the minutes of this meeting. The appropriate officials are hereby authorized to execute those documents necessary to effectuate entry into the Declaration of Trust and the participation of all Fund programs. Section 2. The Park District is authorized to invest monies from time to time and to withdraw such monies from time to time in accordance with the provisions of the Declaration of Trust. The following officers of the municipality or their successors are designated as Authorized Officials with authority to effectuate investments and withdrawals in accordance with the Declaration of Trust: Howard Koolick, Director of Finance/CFO, Jill Cremers, Senior Manager of Finance, Section 3. The Trustees of the Fund are designated as having official custody of those monies invested in accordance with the Declaration of Trust.

55 Section 4. That the Park District may open depository and other accounts, enter into wire transfer agreements, safekeeping agreements, third party surety agreements securing deposits, collateral agreements, letters of credit, lockbox agreements, or other applicable or related documents with institutions participating in Fund programs including U.S. Bank National Association, or its successor, or programs of PMA Financial Network, Inc. or PMA Securities, Inc. for the purpose of transaction clearing and safekeeping, or the purchase of certificates of deposit ( CDs ) or other deposit products and that these institutions shall be deemed eligible depositories for the municipality. PMA Financial Network, Inc. and PMA Securities, Inc. and their successors are authorized to act on behalf of the Park District as its agent with respect to such accounts and agreements. Monies of this entity may be deposited in such depositories, from time to time in the discretion of the Authorized Officials, pursuant to the Fund s Programs available through its Services Providers. Adopted this 21st day of July, CERTIFICATION It is hereby certified that the Board of Commissioners of the Three Rivers Park District adopted this Resolution at a duly convened meeting of the Board held on the _21st_ day of _July_, 2016, and that such Resolution is in full force and effect on this date, and that such Resolution has not been modified, amended, or rescinded since its adoption. Superintendent and Secretary to the Board of Commissioners Dated:

56 SECRETARY OF STATE Certificate of Business Trust I, Joan Anderson Growe, Secretary of State of Minnesota, do certify that: A copy of the Declaration of Trust of the trust listed below was filed with this office on this date, by a member of the board of trustees of that trust, who swore that the copy filed was a true and correct copy of the declaration of trust. The trustee also set forth the name and address of the aoent of the trust for service of process, and met all the filin9- requirements of Minnesota Statutes, Chapter 318. Name of Business Trust: Minnesota Municipal Money Market Fund File Number: BT-406 Name and Address of Agent for Service of Process: League of Minnesota Cities ~The League of MN Cities 183 Univ Ave E St Paul MN 55lel- This certificate has been issued on 04/23/87. Secretary of State.

57 c./. EXHIBIT C MTNNESOT A MUNICIPAL MONEY MARKET FUNP (A Minnesota entity formed -pursuant to the Minnesota Joint Powers Act) DECLARATION OF TRUST (As adopted in January, 1987)

58 / --. TABLE OF CONTENTS RECITALS 6 Section 1.01 Section 1.02 Section 1.03 Section 1.04 Section 1.05 ARTICLE I The 4M Fund Name Purpose; Only Certain Minnesota Municipalities to be Participants Location "'' Nature of 4M Fund and Declaration of Trust Definitions Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07 Section 2.08 Section 2.09 Section 2.10 Section 2.11 Section 2.12 Section 2.13 Section 2.14 Section 2.15 Section 2.16 Section 2. I 7 Section 2.18 Section 2.19 Section 2.20 Section Section 2.22 Section 2.23 Section 2.24 ARTICLE II Powers of the Trustees General Permitted Investments Legal Title Disposition of Assets Taxes Rights as Holders of Fund Property Delegation; Committees Collection Payment of Expenses Borrowing and Indebtedness Deposits Valuation Fiscal Year. Accounts Concerning the Fund and Certain Affiliates Investment Program Power to Contract, Appoint. Retain and EmploY. Insurance Seal Indemnification Remedies. Information Statement Further Powers Compliance With Laws. Tax or Aid or Revenue Anticipation Borrowing

59 ~... \ ARTICLE III Iechniql Advisorv Bonrd. Investment Adviser. Administrntor. and Custodian Section 3.01 Section 3.02 Section 3.03 Section 3.04 Section 3.05 Appointment Duties of the Adviser Duties of the Administr::i.tor Duties of the Custodian Successors Section 4.01 Section 4.02 Section 4.03 ARTICLE IV Investments Statement of Investment Policy and Objective Restrictions Fund::i.mental to the Fund Amendment of Restrictions Section 5.01 Section 5.02 Section 5.03 Section 5.04 Section S.05 Section 5.06 Section 5.07 Section 5.08 Section 5.09 ARTICLE V Limiptions of Linbilitv Liability to Third Persons Liability to the Fund or to the Participants Indemnific::i. ti on Surety Bonds Apparent Authority Recitals. Reliance on Experts, Etc. Liability Insurance No Waiver ARTICLE VI Interests of Participants Section 6.01 Section 6.02 Section 6.03 Section 6.04 Section 6.05 Sectfon 6.06 Section 6.07 Section 6.08 Section 6.09 ' General Allocation of Shares Evidence of Share Alloc::i.tion Reduction in Number of Shares to Maintain Cons tant Net Asset Value Withdrawals Suspension of Right of Withdrawal; Postponement of Payment Minimum Withdrawal Defective Withdrawal Requests Allocation of Certain Expenses

60 1 ARTICLE VII Record of Shares Section 7.01 Share Register 23 Section 7.02 Registrar 24 Section 7.03 Owner of Record 24 Section 7.04 No Transfers of Shares 24 Section 7.05 Limitation of Fiduciary Responsibility 24 Section 7.06 Notices 24 AR TIC LE VIII Particip:rnts I,. Section 8.01 Voting 24 Section 8.02 Right to Initiate a Vote of the Participants 25 Section 8.03 Inspection of Records 25 Section 8.04 Meetings of Participants 25 Section 8.05 Notice of Meetings and Votes 25 Section 8.06 Record Date for Meetings and Votes.25 Section 8.07 Proxies 25 Section 8.08 Number of Votes 26 Section 8,09 Reports 26 ARTICLE IX Trustees and Officers Section 9.01 Number and Qualification; Non-Voting Trustees 26 Section 9.02 Meetings 26 Section 9.03 Officers 27 Section 9.04 Committees 27 Section 9.OS Reports 27 ARTICLE X Section 10.1!2~ti:rmin:ition Qf N~t As~i:t Value and Net Tncome; DistributiQns to Particip:ints - Net Asset Value 28 Section 10.2 Constant Net Asset Value; Redu.ction of Allocated Shares 28 Section 10.3 Supplementary Distributions to Participants 28 Section 10.4' Retained Reserves 28

61 Section 11.1 Section 11.2 Section 11.3 Section 11.4 Section 11.5 Section 11.6 ARTICLE XI Custodi:in Duties Appointment Custodian Agreement Agents of Custodian Successors Custodian as Depository for Particip:mts Section 12.1 Recording ARTICLE XII Recording of Decbr:ltion of Trust 29 Section 13.1 Section 13.2 Section 13.3 ARTICLE Xlll Amendment or Termin:ition of Fund: Duration of Fund Amendment or Termination Power to Effect Reorganization Duration Section 14.1 Section 14.2 Section 14.3 Section 14.4 Section 14.5 Section 14.6 ARTICLE XIV Miscellaneous Governing Law Counterparts Reliance by Third Parties Provisions in Conflict with Law Gender; Section Headings. Adoption by Municipalities Electing to Become Additional Participants; Resignation of Participants Execution

62 9 WIT NE SETH: WHEREAS, Minnesota Statutes, Section (the "Joint Powers Act") pro\'ides, among other things. that governmental units (as such term is defined therein), by agreement entered into through action of their governing bodies, may jointly or cooperati\'ely exercise any power common to the contracting parties; and WHEREAS, the term "governmental unit" is defined in the Joint Powers. Act to include municipality as defined herein; and WHEREAS, all of the Initial Participants are Municipalities of the State of Minnesota that desire to enter into an agreement and thereby establish an entity for joint investment;""'tlnder the provisions of the aforementioned Joint Powers Act, pursuant to this Declaration of Trust for the purpose of combining their respective available investment funds not currently needed by such Municipalities so as to en~ance the investment opportunities available to them and increase the investment earnings accruing to them respectively; and WHEREAS, this Declaration of Trust is intended to be an agreement entered into pursuant to the Joint Powers Act for the purpose of better exercising the Participants' power to invest their respective funds in accordance with the Laws of the State of Minnesota; :ind WHEREAS. the Board or Council of each of the Initial Participants has duly adopted a resolution authorizing the applicable Initial Participant to become a party to, and has approve&, this Declaration of Trust pursuant to the Joint Powers Act; and WHEREAS, the Board or Council of each of the Initial Participants, by its aforementioned approval of this Declaration of Trust, has authorized the investment of funds of such Initial Participant in investments of the nature permitted by Minnesota Law, as applicable, and in the manner contemplated by this Declaration of Trust; and WHEREAS, it is proposed that the beneficial interest in the 4M Fund's assets shall be divided into non-transferable shares of beneficial interest, which shall tre evidenced by a share register maintained by the 4M Fund or its agent; and WHEREAS, the Initial Participants anticipate the other Municipalities of the St:lte of Minnesota may wish to become Participants by adopting this Dedar::ition of Trust :ind thus becoming parties to it; NOW, THEREFORE, the Initial Participants hereby declare that all moneys, :lssets. securities, funds and property now or hereafter acquired pursuant to this agreement shall be held and managed in trust for the equal and proportionate benefit of the holders of record from time to time of shares beneficial interest herein, without privilege, priority or distinction among such holders, and subj~ct to the terms, covenants, conditions, purposes and provisions hereof. 6

63 \0 ARTICLE I The 4M Fund 1.01 ~- The n:ime of the common l:iw trust cre:ited by this Decl:ir:ition of Trust shall be "Minnesota Municip:il Monev Market Fund" {the 4M Fund) :ind, so for as m:iy be practicable, the Trustees shall conduct the 4M Fund's activities, execute all documents and sue or be sued under that name, which name (and the word 4M Fund" wherever used in this Decl:iration of Trust, except where the context otherwise requires) shall refer to the Trustees in their capacity as Trustees, and not individually or personally, and shall not refer to the officers, agents, employees, counsel, advisers, consultants, accountants, or Participants of the -k4m Fund or of such Trustees.--. Should the Trustees determine th:it the use of such name is not practicable, leg:il or convenient, they may use such other desig_n:ition or they may adopt such other n:ime for the 4M Fund as they deem proper, and the 4M Fund may hold property and conduct its activities under such design:ition or name. The Trustees shall take such actions as they, acting with the advice of counsel, sh:ill deem necessary or appropriate to file or register such n:ime in accordance with the Laws -e-f the State of Minnesota or the United States of America so as to protect and reserve the right of the 4M Fund in and to such name Purpose: Onlv Cert:iin Minnesot:i Municio:llities to be P:irticip:rnts. {a) The purpose of the 4M Fund is to provide a me:ms through which Municipalities may jointly and cooperatively exercise their power to invest their respective available funds so as to enhance their investment opportunities pursuant to an investment program conducted in accordance with the Laws of the State of Minnesota, from time to time in effect, governing the investment of the Municipal Funds. Only Municipalities organized under the Laws of the State of. Minnesota may become Participants. A Municipality may become a party to this Declaration of Trust and may pl;j.ce moneys in the 4M Fund only after its Board or Council ho.s duly adopted a resolution, or taken other applicable official action, authorizing such Municip::ility to become a Participant of the 4M Fund and adopting this Declaration of Trust. (b) It is not necess:iry for a municipality to place any funds in the 4M Fund to become a Particip:int, and no minimum investment b:ilance must be m:iintained by a Municipality which has become a Participant in order for such Municipality to continue tq be a Participant LoC3tion. The 4M Fund shall m:iint:iin :in office of record in the St:ite of Minnesota and may m:iint:iin such other offices or pl:ices of business as the Trustees m:iy from time to time determine. The initi:il office of record of the 4M Fund sh:).11 be: c/o Le:igue of Minnesota V Cities, 183 University Ave. East, St. P:iul, Minnesot:i The office of record may be changed from.-time to time by resolution of the Trustees, and notice of such ch:inge of the office of record shall be given to each Participant. ~.;,,, 1.04 N:iture of 4M Fund :ind Oecl:ir:ition of Trust., (a) The 4M Fund shall be a common law trust {:ilso known as :i business trust) org:inized and existing under the l:iws of the State of Minnesot:i. The 4M Fund is not intended to be, shall not be deef!led to be, and shall not be treated :is, a general p:irtnership, limited partnership, 7 V

64 /I joint venture, corporation, investment comp:my, JOint stock :issoc1:it1on or joint stock comp:inv. The P:irticip:ints sh:ill be benefici:iries of the 4M Fund, :ind their relationship to the Trustees sh~ll be solely in their c:ipacity as Participants and beneficiaries in. accord:ince wit~ the rights conferred upon them hereunder. (b) This Decl:::i.ration of Trust is an agreement of indefinite term regarding the joint or cooperative exercise.of a power common to the parties thereto. within the me:ining of the Joint Powers Act Definitions. As used in this Declaration of Trust, the following terms shall have the following meanings unless the context hereof otherwise requires: Administrator" shall mean any Person or Persons appointed, employed or contracted with by the Trustees under the applicable provisions of Section 3.1 hereof. Administration Agreement" shall mean the agreement with the Administrator referred to in Section 3.3 hereof as the same may be amended from time to time. Adviser" shall mean any Person or Persons appointed, employed or contracted with by the Trustees under the applic:ible provisions of Section 3.1 hereof. Affiliate" shall mean, with respect to any Person, another Person directly or indirectly controlling, controlled by or under common control with such Person, or any officer, director, partner or employee of such Person. Board of Trustees" or 7rustees" shall mean the Board of Directors of the League of Minnesota Cities. l Board" or "Council" shall mean the governing body of a Minici;ality as defined herein. custodian" shall mean any Person or Persons appointed, employed or contracted with by the Administrator under the applicable provisions of Section 11.2 hereof. custodian Agreement" sh:ill mean the agreement with the Custodian referred to in Section I I.I hereof as the same may be amended from time to time. oeclaration of Trust" shall mean this Declaration of Trust as amended, restated or modified from time to time. References in this Declaration of Trust to "Decl::iration", "hereor, herein", "hereby" and "hereunder" shall be deemed to refer to the Decl:iration of Trust and shall not be limited to the partic~lar text, article or section in which _such words ~ppe:ir. "Employee of a ~fonicipality" or "Municipal Employee" shall mean a director of finance, a finance official or other managerial employee of a Municip:ility charged with responsibility for municipal finance. -.._.... _,,. 4M Fund" shall mean the common Jaw trust created by this. Decl:iration of Trust. 4M Fund Property" shall mean, as-of any particular time, ::iny and all property, real, personal or otherwise, tangible or int:ingible, which is tr:insferred, conveyed or p:iid to the 4M Fund or the' Trustees and 3Jl income, profits and gains therefrom and which, at such time, is owned or held by, or for the account of, the 4M Fund or the Trustees.... 8

65 information Statement" shall mean the information. statement or other descriptive document or documents adopted as such by the Trustees and distributed by the 4M Fund to participants and potential Participants of the 4M Fund as the same may be :u:nended by the Trustees from ti~e to time. initial Participants" shall mean the League of Minnesota Cities and the City of Minnetonka which Municipalities initially formed the 4M Fund by the execution :ind adoption of this Declaration of Trust. investment Advisory Agreement" shall mean the agreement with the Adviser referred to in Section 3.2 hereof as the same may be amended from time to time. Joint Powers Act" shall mean Minnesota Statutes, Section Laws snail mean common law and all ordinances, statutes, rules, regulations, orders, injunctions, decisions, opinions or decrees of any government or political subdivision or agency thereof, or any court or similar entity established by any thereof. l Municipality" shall mean county, city, town, public authority, public corporation, public (~<le.rizj. commission, special district, any other political subdivision, or :m agency of the state or its >' subdivisions and any "instrumentality" (as that term is defined in the Joint Powers Act}-of a -- municipality. Participants" shall mean the Initial Participants and the Municipalities which adopt this Declaration of Trust pursuant to Section 14.6 hereof. permitted Investments" Section 2.2 hereof. shall mean the investments referred to in Paragraph (b) or person" shall mean and include individuals, corporations, limited p:mnerships, general partnerships, joint. stock comp:mies or associations, joint ventures, associations, companies, trusts, banks, trust comp:i.nies, land trusts, business trusts or other entities (which or not legal entities) and governments and agencies and political subdivisions thereof. share" shall mean the unit used to denominate and measure the respective beneficial interests of the Participants in the Fund Property as described in Article VI. hereof. "Share Register" shall mean the register of Shares maintained pursuant to Article VII 7echnical Advisory Board" shall mean the persons appointed by the Trustees to act as technical advisors to the Trust. ARTICLE II Powers of the Trustees 2.1 General. Subject to the rights "or the Participants as provided herein, the Trustees shall have, without other or further authoriz.ation. full, exclusive and absolute power. control and authority over the 4M Fund Property and other the affairs of the 4M Fund to the same extent as if the Trustees were the sole and absolµte owners of the 4M Fund Property in their own right, and 9

66 -... \ wilh such powers of delegation as m:iy be permitted by this Decl:ir:ition of Trust. The trustees may do and perform such acts and things as in their sole judgment and discretion are necessary and proper for conducting the :iffairs of the 4M Fund or promoting th.e interests of the 4M Fund and the Particip:ints. The enumer:ition of :iny specific power or :iuthority herein shall not be construed as limiting the :ifores:iid general power or authority or any specific power or :iuthority. The trustees may exercise any power authorized and granted to them by this Declaration of Trust. Such powers of the Trustees may be exercised without the nece~sity of any order or, or resort to, any court. 2.2 Permitted lnvestments. The Trustees shall h:ive full and complete power, subject in all respects to Article IV hereof, and (a) to conduct, operate and provide an investment program for the Participants; (b) for such consideration as they may deem proper and as may be required by Law~ to subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, sell, assign, tr:insfer, exchange, distribute or otherwise deal in or dispose of investment instruments as permitted by Law (the "Permitted Investments"}. Permitted Investments include, without limitation, as of the date hereof, the following: (i) any security which is a direct obligation or or is guar:inteed as to payment of principal and interest by the United States of America or :iny agency or instrumentality thereof; (ii) shares of an investment company ( 1) registered under the federal investment company act of 1940, whose shares are registered under the federal securities act of 1933, and (2) whose only investments are in securities described in the preceding clause and repurchase agreements fully collateralized by those securities, if the repurchase :ig.reements are entered into only with those primary reporting dealers th:it report to the Feder:il Reserve Bank of New York and with the 100 largest United States commerci::il banks; (iii) any of its municipalities; (iv) Feder:il Reserve System; any security which is a general obligation of the State of MinneSO'ta or bankers acceptances of United States b:inks eligible for purchase by the (v) commercial paper issued by United States corporations or their Canadian subsidiaries that is of the highest quality and matures in 270 days or less; (vi) deposits in a national bank or in :i state b:ink or thrift institution insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corpor:ition, provided th:it any such deposit shall be insured, bonded or coll:iteralized in the manner required by Law and th:it any such bank or thrift institution shall meet criteria designated from time to time by the Trustees; (vii) repurch:ise agreements (a) with any b:ink qu:ilified as a depository Of money held in the debt service fund of :i mwiicip:ility of the St:ite of Minnesota or (b) with any nation:il or s.tate bank in the United States of America which is a member of the Federal Reserve System and 'whose combined capital and surplus equals or exceeds S 10,000,000 or (c) with a Primary Reporting De:iler in United States Government Securities to the Federal Reserve B:ink of New York as such term is ~efined in Minnesot:i. St:itutes, Section , Subdivision 11 or (d} a securities 10

67 -... broker-de::iler having its princip::il executive office in Minnesot::i, licensed pursu::int to Ch::ipter BOA or an affiliate of it, regul::ited by the Securities and Exch::inge Commission and m::iint::iining a combi~ed capital and surplus of $40,000,000 or more, exclusive of subordinated debt; and (viii) such other investment instruments now or hereafter permitted by applicable Law for the investment of moneys of Municip::ilities org::inized under the laws of the State of Minnesota.. In the exercise of their powers, the Trustees sh:i.11 not be limited, except as otherwise provided hereunder, to investing in Permitted Investments maturing before the possible termination of the 4M Fund. Except as otherwise provided in this Declo.ration of Trust, the Trustees shall not be limited by any Law now or hereafter in effect limiting the investments which may be held or retained by trustees or other fiduciaries, and they shall have full authority and power to make any and all Permitted Investments within the limitations of this Declaration of Trust, th:it they, in their absolute discretion, shall determine to be advisable and appropriate. The Trustees shall have no liability for loss with respect to Permitted Investments made within the terms of this Declaration of Trust, even though such investments shall be of a char:icter or in :in amount not considered proper for the investment of trust funds by trustees or other fiduci:iries. The Trustees shall be permitted only to make Permitted Investments in accordance with Article IV of this Declaration of Trust. 2.3 Leg:11 Title. (::i) Legal title to all of the 4M Fund Property shall be vested in the Trustees on behalf of the P:irticip::ints and be held by and transferred to the Trustees, except that the Trustees shall have full and complete power to cause legal title to any 4M Fund Property to be held, on behalf of the Participants, by or in the n:ime of the 4M Fund, or in the n::ime of :my other Person as nominee, on such terms, in such m:inner, ::ind with such powers as the Trustees may determine, so long as in their judgment the interest of the 4M Fund is adequ::itely protected. (b} The right, title and interest of the Trustees in and to the 4.M Fund Property shall vest automatically in all persons who m::iy here::ifter become Trustees upon their election to the Board of Directors of the League of Minnesota.Cities and qualification without any further act. Upon the expiration of term of office, resignation, disability, removal, adjudic:nion as an incompetent, or death of a Trustee, he (and in the event of his death, his estate) shall autom::itically cease to have any right, title or interest in or to any of the 4M Fund Property, and the right, title and interest of such Trustee in and to the 4M Fund Property sh:i.11 vest automatic:illy in the remaining Trustees without any further act... ;,... ~.. '... ~ 2.4 Disposition of Assets. Subject in all respects to Article IV. h~reof and to the L:iws from time to time applicable to Municipalities of the St:ite of Minnesot::i, the Trustees shall have full and complete power to sell, exchange or otherwise dispose of any :ind all 4M Fund Property free and clear of any and all trusts and restrictions, at public or private sale, for cash or on terms, with or without advertisement, and subject to such restrictions, stipulations, agreements and reservations as they shall deem proper, and to execute and deliver any deed, power, assignment, bill of sale, or ijher instrument in connection with the.-foregoing.._,,.,:rh~ Trustees sh:i.11 also have full and complete power, subject in all respects to Article IV hereof, and in further::ince of the affairs and purposes of the 4M Fund, to give consents and make contr::icts rel:ning to 4M Fund Property or its use. 2.5 J:n.lli. The Trus~ees sh:ill have full and complete power: (i) to p:iy all taxes or assessments, of w.h::itever kind o~n:iture, validly and lawfully imposed upon or ag:iinst the 4M Fund.., 11

68 J2 or the Trustees in connection with the 4M Fund Property or upon or :ig::iinst the 4M Fund Propertv or income or any part thereof; (.ii) to settle and compromise disputed tax liabilities; and (iii) fo~ the foregoing pu_rposes to make such returns and do all such other acts and things as may be deemed by the Trustees to be necessary or desirable. 2.6 Rights as Holders of 4M fund Property. The Trustees shall have full and complete power to exercise on behalf of the Participants all of the rights, :powers and privileges appertaining to the ownership of all or any Permitted Investments or other property "forming part of the 4M Fund Property to the same extent that any individual might, and, without limiting the generality of the foregoing, to vote or give any consent, request or notice or waive any notice either in person or by proxy or power of attorney, with or without the. power of substitution, to one or more Persons, which proxies and powers of attorney may be for meetings or actions generally, or for any particular meeting or action, and may include the exercise of discretionary powers. 2.7 Delegation: Committees. The Trustees shall have full and complete power (consistent with their continuing exclusive authority over the management of the 4M Fund, the conduct of its affairs, their duties and obl.igations as Trustees, and the management and disposition of 4M Fund Property), to delegate from time to time to such one or more of their number (who may be designated as constituting a committee of the Trustees as provided in Section 9.9 hereof) or to officers, employees or agents of the 4M Fund (including, without limitation, the Administrator, the Adviser and the Custodian) the doing of such acts and things and the execution of such instrtmlents either in the name of the 4M Fund, or the names of the Trustees or as their attorney or attorneys, or otherwise as the Trustees may f.rom time to time deem expedient and appropriate in the furtherance of the business affairs and purposes of the 4M Fund. 2.8 Collection. The Trustees shall have full and complete power. (i) to collect, sue for, receive and receipt for all sums of money or other property due to the 4M Fund; (ii) to consent to extensions of the time for payment, or to the renewal of any securities, investments or obligations; (iii) to engage or intervene in, prosecute, defend, compromise, abandon or adjust by arbitration or otherwise any actions, suits, proceedings, disputes, claims, demands or things relating to the 4M Fund Property; (iv) to foreclose any collateral, security or instrument securing any investments, notes, bills, bonds, obligations or contracts by virtue of which any sums of money are owed 10 the 4M Fund; (v) to exercise any power of sale held by them, and to convey good title hereunder free of any and all trusts, and in connect.ion with any such foreclosure or sale, to purchase or otherwise acquire title to any property; (vi) to be parties to reorgan.iz:it.ion and to transfer to and deposit with any corporation, committee, votin g trustee or other Person any securities, investments or obligations of any person which form a part of the 4M Fund Property, for the purpose of such reorganization or otherwise; (vii) to participate in any arr:ingement for enforcing or protecting the interests of the Trustees as the owners or holders of such securities, investments or obligations and to pay any assessment levied in connection with such reorganization or arrangement; (viii) to extend the time (with or without security) for the payment or delivery of an); debts or property and to execute and enter into releases, agreements and other instruments, and (ix) to pay or satisfy any debts or claims upon any evidence that the T-rustees shall deem sufficient. 2.9 Pavment of Expenses. The Trustees shall have full and complete power. (i) to -.!. j.ncur- and. pay any charges or expenses which in. the. opiniql?- -~f... th,e._ :r~~s1~~ --~re necessary or incidental to or proper for carrying out any of the purposes of this Declaration of Trust; (ii) to reimburse others for the payment therefor; and (iii) to pay :ippropriate compens:ition or fees from the funds of the 4M Fund to Persons with whom the 4M Fund has contracted or transacted business. The Trustees shall fix the compensation, if any, of all officers and employees of the 4M Fund. The Trustees shall not be paid compensation for their gener:il services :is Trustees hereunder. The Trustees may pay themselves or any one or more of themselves reimbursement for -. 12

69 expenses reasonably incurred by themselves or any one or more of themselves on beh:ilf of the 4M Fund Borrowing nnd lndebtedness. The Trustees shall not have the power to borrow money or incur indebtedness on behalf of the 4M Fund, or authorize the Fund to borrow money or incur indebtedness, except as provided in clause (jv) of Section 4.2 of this Declaration of Trust, but 'I-- only if and to the extent permitted by law. ~ 2.11 Deposits. The Trustees shall have full and complete power to deposit, in such manner as may now or hereafter be permitted by law, any moneys or funds, included in the 4M Fund Property, and intended to be used for the payment of expenses of the 4M Fund or the Trustees, with one or more banks, or thrift institutions meeting the requirements of Section 2.2(b)(vi) hereof. Such deposits are to be subject to withdrawal in such manner as the Trustees may determine. and the Trustees shall have no responsibility for any loss which may occur by reason of the failure of the bank or thrift institution with which the moneys, investments, or securities have been deposited. Each such bank or thrift institution shall comply, with respect to such deposits. with all applicable requirements of all applicable Laws, including, but not limited to, Laws of the State of Minnesota rel:lting to Municipalities V;iluntion. The Trustees shall have full and complete power to determine in good faith conclusively the value of any of the 4M Fund Property and to revalue the 4M Fund Prope-rty fisc:tl Yenr: Accounts. The Trustees shall have full and complete power to determine the fiscal year of the 4M Fund and the method or form in which its accounts shall be kept and from time to time to change the fiscal year or method or form of accounts. Unless otherwise determined by the Trustees pursuant to this Section 2.13, the fiscal year of the 4M Fund shall terminate on June 30 and commence on July 1 of each calendar year Concerning the 4M Fund nnd Cert:iin Affili:ltes. (a) The 4M Fund may enter into transactions with any Affiliate of the 4M Fund or of the Adviser, the Administrator, or the Custodian or of any Trustee, officer, director of emi:l'loyee of the 4M Fund or with any Affiliate of an agent of the 4M Fund or of the Adviser, the Administrator, or the Custodian if (i) each such transaction (or type of transaction) had, after disclosure of such affiliation, been approved or ratified by the affirmative vote of a majority of the Trustees, including a majority of the Trustees who are not Affiliates of any Person (other than the 41\1 Fund) who is a party to the transaction or transactions with the 4M Fund and (ii) such transaction (or type of transaction) is, in the opinion of the Trustees, on terms fair and re:isonable to the 4M Fund and the Participants and at least as favorable to them :is similar arrangements for comparable transactions (of which the Trustees have knowledge) with organiz.ations unaffiliated with the 4M Fund or with the Person who is a party to the transaction or transactions with the 4M Fund. (b) Except as otherwise provided in this Declaration of Trust or in the laws of the State of Minnesota, in the :ibsence of fraud. a contract. act or other transaction between the 4M ~':Yl~--J anq~a~,y... q~n~r. ~er_son, or in which the 4M Fund is interested. is valid and no Trustee, officer. emplo) ee or agent of the 4M Fund shall have any liability as- a resuk-:of. -entefin!... i.ntq,~any.:. such contract, act or transaction even though (i) one or more of the Trustees, officers, employees or agents of such other Person. or (ii) one or tnore of the Trustees. officers, employees, or agents of the 4M F,und, individually or jointly with or affiliated with, such contract. act or trans:iction, orovided th:it (i) such interest or affiliation is disclosed to the Trustees and the Trustees authorize such contract, act or other transaction by a vote of a majority of the unaffiliated Trustees, or (ii) such interest or affiliation is disclosed to the Participants, and such contract, act or transaction is,_. 13

70 approved by a m:ijority of the Participants. (c) Any Trustee or officer, employee, or agent of the 4M Fund may, in his personal c:ipacity' or in a capacity as trustee. officer, director' stockholder' partner, member' agent, adviser or employee of any Person, have business interests and engage in business activities in addition to those rel:lting to the 4M Fund, which interests and activities m:iy be similar to those of the 4.M Fund and include the acquisition, syndication, h_plding, management, operation or disposition of securities, investments and funds, for his own account or for the account of such Person. Each Trustee, officer, employee and agent of the 4M Fund shall be free of any obligation to present to the 4M Fund any investment opportunity which comes to him in any capacity other than solely as Trustee, officer, employee or agent of the 4M Fund, even if such opportunity is of a ch:iracter which, if presented to the 4M Fund, could be taken by the 4M Fund. (d) Subject to the provisions of Article III hereof, any Trustee or officer, employee or agent of the 4M Fund may be interested as trustee, officer, director, stockholder, partner. member, agent, adviser or employee of, or otherwise have a direct or indirect interest in, any Person who may be engaged to render advice or services to the 4M Fund, and may receive compensation from such Person as well as compensation as Trustee, officer, employee or agent of the Fund or otherwise hereunder. None of the activities and interests referred to in this paragraph (d) shall be deemed to conflict with his duties and powers as Trustee, officer, employee or agent of the 4M Fund. (e) To the extent that any other provmon of this Decl:ir:ition of Trust conflicts with, or is otherwise contrary to the provisions of, this Section 2.14, the provisions of this Section 2.14 shall be deemed controlling. (f) Notwithstanding the foregoing provisions of this Section 2.14, the Trustees shall not h:ive the power to engage in any transaction with any Affiliate th:it ~vould be inconsistent with the Laws of the State of Minnesota concerning conflicts of interest. including, but not limited to, Minnesota Statutes, Sections and , or any other Law limiting the Participants' power to enter into such tr~nsaction, and the By-Laws of the 4M Fund may contain provisions more restrictive than those set forth in this Section S Investment Program. The Trustees shall use their best efforts to obtain through the Adviser or other qualified Persons a continuing and suitable investment program, consistent with the investment policies and objectives of the 4M Fund set forth in Article IV of this Declaration of Trust, and the Trustees shall be responsible for reviewing and approving or rejecting the investment program presented by the Adviser or such other Persons. Subject to the provisions of Section 2. 7 and Section 3.1 hereof, the Trustees may delegate functions ar.ising under this Section 2.15 to one or more of their number or to the Adviser Power to Contract. Appoint. Retnin and Emplov. (a) Subject to the provisions of Section 2.7 and Section 3.1 hereof with respect to delegation of authority by the Trustees, the Trustees shall have full and complete power to :ippoint. employ,. retain,.or.. ~~l!lr:pct..~~th aqy Person o"suitable qualifications and high repute (incl!-!qi.il$. _o_l!~."j(. or more of themselves and any corporation, partnership, trust or other entity of which one or more of them may be an Affilfate, subject to the applicable requirements of Section 2.14 hereof) as the Trustees may deem necessary, or desirable for the transaction of the affairs of the 4M Fund, including any Person or Persons who, under the supervision of the Trustees, may, among othe"r things: (i) serve as the 4M Fund's investment adviser and consultant in connection with policy decisions made by the Trustees; (ii) serve as the 4M Fund's administrator or co-administrators; (iii)..._,. 14

71 \ I furnish reports to the Trustees and provide research, economic :ind statistical d::it:i in connection with the 4M Fund's investments; (iv) :ict :is consultants, :iccount:rnts, technic:il :idvisers, :ittornevs brokers, underwriters, corporate fiduciaries, escrow agents, deposit:iries, custodi:ins or agents fo; collection, insurers or insurance agents, registr:irs for Sh:ires or in any other c:ip:icity deemed by the Trustees to be necessary or pesir:ible; (v) investig:ite, select, and, on beh:ilf of the 4M Fund, conduct relations with Persons acting in such capacities and p:iy appropri:ite fees to, and enter into appropriate contracts with, or employ, or retain services performed or to be performed bv, anv of them in connection with the investments acquired, sold, or otherwise disposed of, or c~mmitted, negotiated, or contemplated to be acquired, sold or otherwise disposed of; (vi) substitute :iny other Person for any such Person, (vii) act as attorney-in-fact of agent in the purch:ise or sale or other disposition of investments, and in the handling, prosecuting or other enforcement of any lien or security securing investments; and (viii) assist in the performance of such ministerial functions necessary in the management of the 4M Fund as m:iy be agreed upon with the Trustees. (b) The manner of employing, engaging, compensating, tr:insferring, or discharging any Person as an employee of the 4M Fund shall be subject to Minnesota Law. For purposes of the preceding sentence, employee of the 4M Fund" shall not include independent contractors such as the Adviser, the Admfoistr:itor, the Custodi:m, counsel or independent account::ints :ind their respective employees Insurance. The Trustees shall have full and complete power to purchase ana p:iy for, entirely out of 4M Fund Property, insurance policies insuring the 4M Fund and the Trustees, officers, employees and agents of the 4M Fund individually ag:iinst :ill cl:iims and li:ibilities of every nature arising by reason of holding or having held any such office or position, or by reason of any action alleged to have been taken or omitted by the 4M Fund or :my such Person as Trustee, officer, employee and agent, including any action taken or omitted that may be determined to constitute negligence, whether or not the 4M Fund would have the power to indemnify such Person against such liability Se:it. The Trustees shall have full and complete power to :idopt and use a se::il for the 4M Fund~ but, unless otherwise required by the Trustees, it shall not be necess:iry for the se::il to be placed on, an d its :ibsence shall not impair the validity of, any document, instrument orother p:iper executed and delivered by or on behalf of the 4M Fund Indemnification. "In addition to the mand:itory indemnific:ition provided for in Section 5.3 hereof, the Trustees shall h:ive full and complete power, to the extent permitted by applicable Laws, to indemnify or enter into agreements with respect to indemnific:ition with any Person with whom the 4M Fund has dealings, including, without limitation, the Adviser, the Administrator, and the Custodian, to such extent as the Trustees sh:ill determine Remedies. Notwithstanding any provision in this Decl:ir:ition of Trust, when the Trustees deem th:it there is a significant risk th:it an obliger to the 4M Fund may default or is in default under the terms of any obligation to the 4M Fund, the Trustees sh:ill h:ive full and complete power to pursue any remedies permitted by Law which, in their sole judgment, :ire in the interests of the 4M Fund. and the Trustees shall have full and complete power to enter into any investment, commitment or obligation of the 4M Fund resulting from the pursuit of such remedies as are necess:iry or desirable to dispos~<of property acquired in the pursuit of such remedies Inform:ition St:lfement. The Trustees sh:ill h:ive full and complete power to prepare, pµqtish and distribute an Inform:ition St:itement regarding the 4M Fund and to amend or supplement the same from time to time. 15

72 '" 2.21 further Powers. The Trustees shjll h:ive full :ind complete power to t:ike all such actions, do all such m:itters :ind things and execute :ill such instruments :is they deem necess:iry, proper or desirable in order to carry out, promote or advance the interests :ind purposes of the 4M Fund although such actions, m:itters or things are not herein specific:iuy mentioned. Any determination as to what is in the best interests of the 4M Fund m:ide by the Trustees in good faith shall be conclusive. In construing the provisions of this Decl:iration of Trust, the presumption shall be in favor of a grant of power to the Trustees. The Trustees sh:ill not be required to obt:iin ::my court order to deal with the 4M Fund Property Compli:ince with L~ws. The Trustees sh::ill :it :ill times exercise :ill po\'l :ers gr:inted hereunder in compliance with, and the operations of the 4M Fund shall at :ill times be conducted in accordance with, the applicable Laws of the State of Minnesot:i Ta'.'< or Aid or Revenue Anticioation Borrowing. Notwitj'lst::mding the provisions of Section 2.10 or 4.2 or any other provision of this Declaration, the Trustees sh:ill have full and complete power to borrow money or incur indebtedness as a part of a program of tax or aid or revenue anticipation borrowing by Participant Municip:ilities. They sh:ill have the power to issue such obligations on behalf of the Participants, coordinate the issuance of such obligations by the Participants, to become members of joint powers entities authorized to issue or coordinate the issuance of such obligations, or to enter into contracts or agreements of any n:iture authorized by law related to the issuance of such obligations. The assets of the 4M Fund itself shall "fiot be pledged by the Trustees to the repayment of any portion of such borrowing and any obligations issued shall not constitute a debt of the 4M Fund, shall not be p:iyable from or be a charge upon any assets of the 4M Fund, shall not give rise to any pecuniary li:ibility of the 4M Fund, and shall not be enforceable a~ainst any property of the 4M Fund, other th:in amounts re~i'"ed from participating Municipalities inn connection with that :rnticip:ition borrowing program which are pledged to the repayment of the borrowing or obligations. The Trustees shall h:i'"e such powers as necessary to conduct or p:irticip~te in such ::inticip:ition borrowing progr:ims :is appro, ed by the Trustees, including a program of investment of obligation proceeds. ARTICLE Ill Technical Advisorv Bo:lrd. Tnvestment Adviser. Administr~tor. ~nd Custodi:in 3.1 Appointment. The Trustees are responsible for the general in, estment policy and program of the 4M Fund and for the general supervision and administration of the business and affairs of the 4M Fund conducted by the officers, agents, employees, investment adyisers, administrators, or independent contractors of the 4M Fund. The Trustees are not required personally to conduct all of the routine business of the 4M Fund and, consistent with their ultim:ite responsibility as stated herein, the Trustees may appoint, employ or contr:ict with an Adviser as an investment adviser to the Trustees, an Administrator as an administrator for the 4~1 Fund and a Custodian. The trustees may grant or deleg:ite such authority to the Adviser and the Administrator (pursuant to the terms of Section 2.16 hereof) or to any other Person the seryices of whom :ire obtained by the Adviser or the Administrator, as the Trustees m::iy, in their sole discretion, deem to..:..;. _ ~ ",,..;..~.- - be necessary or desirable. for the efficient man:igement of the 4~1 Fund, without reg:ird to whether such authority is normally granted or delegated by: frustdes bi_,omet'"fiduci:iries. The Trustees m:i y appoint one or more persons to serve jointly as Co-Advisers :ind one or more persons to serve jointly as Co-Administrators. The same person may serve sirnult:ineously as the Administrator and as the Adviser, but no person serving as the Administrator or as the Adviser may serve as the Custodian. Piper Capit:il Man::igement, Inc., a subsidiary of Piper J:iffray, Inc., :i corporation organized and existing under the L:iws of the State of Delaware, is a_ppointed as the initi::il 16

73 Administrator and Adviser for the 4M Fund. M:irquette B:ink Minne:ipolis is appointed as the initi:il Custodian for the 4M Fund. The Trustees shall appoint a Technic:il Advisory Bo:ird to assist the Trustees in the development of policies and the overseeing and reviewing of the activities of the 4M Fund. The Technical Advisory Board shall be m:ide up of such individu:ils as the Trustees deem advantageous to the Fund. The composition of the Technic:il Advisory Board may be changed from time to time in the discretion of the Trustees. 3.2 Duties of the Adviser. The duties of the Adviser shall be those set forth in the Investment Advisory Agreement to be entered into between the 4M Fund and the Adviser. Such duties may be modified by the Trustees, from time to time, by the amendment of the Investment Advisory Agreement. Subject to Article IV hereof, the Trustees rn:iy authorize the Adviser to effect purchases, sales, or exchanges of 4M Fund Property on beh:ilf of the Trustees or may authorize any officer, employee, agent or Trustee to effect such purchases, sales, or exchanges pursuant to recommendations of the Adviser, all without further action by the Trustees. Any and all of such purchases, sales, and exchanges shall be deemed to be authorized by all the Trustees. The Investment Advisory Agreement may authorize the Adviser to employ other persons to assist it in the performance of its duties. The Investment Advisory Agreement shall provide that it may be terminated at any time without cause and without the payment of any penalty by the 4M. Fund on sixty (60) days written notice to the Adviser. 3.3 Duties of the Administr;i.tor. The duties of the Administrator shall be those set forth in the Administration Agreement to be entered into between the 4M Fund and the Administrator. Such duties may be modified by the Trustees, from time to time, by the amendment of the Administration Agreement. The Administration Agreement may authorize the Administrator to employ other persons to assist it in the performance of its duties. The Administr:ition Agreement shall provide that it may be terminated at any time without cause and without the payment of any penalty by the 4M Fund on sixty (60) days written notice to the Administrator. 3.4 Duties of Custodi:m. The duties and qualifications of the Custodi::i.n sh::i.11 be those set forth in Article. 11 herein. 3.5 Successors. In the event that, at any time, the pos1t1on of Adviser, Administrator, or Custodian shall become vacant for any reason, the Trustees may appoint, employ or contract with a successor Adviser, Administrator, or Custodian. A predecessor shall assist and cooperate with the 4M Fund in the smooth and orderly transition in the event a successor Adviser, Administrator, or Custodian is appointed for any re:ison. ARTICLE IV Jn vestments 4.1 St:ltement of Investment Policv and Qbjectivt-. Subject to the prohibitions and restrictions contained in Section 4.2 hereof, the general investment policy and objective of the..., ct.c.,a:~:jjt':_:u.ust~s:.::sbojl.be.. to provide to the Particip::ints of the 4M Fund the highest possible investm.ent yield, while maintaining liquidity and preserving capiul by inl,(estilfg.::ia- Permitted..In.vestments in accord:ince with applicable provisions of Law, as may be set forth more fully in the 4M Fund's Inform:ition Statement, as the same may be amel'lded from time to time. 4.2 Restrictions Fund:lment:ll to the 4M Fund. Notwithstanding anything in this Decl:iration of Trust which may be deemed to authorize the contr:iry, the 4M Fund: 17

74 ...._ \. (i) May not make any investment other than investments authorized by the provisions of Law applicable to the investment of funds by the Participants, as the same may be amended from time to time; (ii) May not purchase any Permitted Investment which has a maturity date more than one year from the date of the 4M Fund's purchase thereof, unless subject, at the time of such purchase by the 4M Fund, to an irrevocable agreement on the part of a Responsible Person to purchase such Permitted Investment from the 4M Fund within one (1) year; (iii) May not purchase any Permitted Investment if the effect of such purchase by the 4M Fund would be to make the average dollar weighted maturity of the 4M Fund's investment portfolio greater than ninety (90) days, orovided, however, that in making such determination any Permitted Investment which is subject to an irrevocable agreement of the nature referred to in the preceding clause (ii) shall be deemed to mature on the day on which the 4M Fund is obligated to sell such Permitted Investment back to a Responsible Person or the day on which the 4M Fund may exercise its rights under such agreement to require the purchase of such Permitted Investment by a Responsible Person; (iv) May not borrow money or incur indebtedness except to facilitate as a temporary measure: (a) withdrawal requests which might otherwise require unscheduled dispositions of portfolio investments; (b) for a period not to exceed one business day, withdrawal requests pending receipt of collected funds from investments sold on the date of the withdrawal requests or withdrawal requests from Participants who have notified the 4M Fund of their intention to deposit funds in their accounts on the date of the withdrawal requests; or (c) for a period not to exceed one business day, the purchase of Permitted Investments pending receipt of collected funds from Participants who have notified the 4M Fund of their intention to deposit funds in their accounts on the date of the purchase of the Permitted Investments; May not make loans, provided that the 4M Fund may make Permitted Investmen ts; (v) (vi) May not hold or provide for the custody of any 4M Fund Property in a manner not authorized by Law or by any institution or Person not authorized by La~; (vii) Except as permitted by Section 2.2(b)(ii) hereof. may n'ot 'purchase securities or shares of investment companies or any entities similar to the 4M Fund; and "(viii) May not pledge assets except to secure indebtedness permitted by (iv) of this Section 4.2; however in the case of indebtedness secured under Section 4.2(iv)(b) or (c) hereof, it.-may ptedg~..a$.~ets,;o.rtcy,,..~o...the extent of the actual funds in the account of a participant on whose behalf the permitted indebtedness was incurred plus an amount' eq\jaf to -tfurtli.~odht ""\idrl~ th:it Participant has notified the 4M Fund th:it it int~nds to deposit in its account on th::it date. For the purposes of this Section 4.2, the phrase "Responsible Person" shall mean a person with which the 4M Fund is authorized to enter into agreements pursuant to Section 2.2(b )(vii) hereof. 18

75 . ""' 4.3 Amendment of Restrictions. The restrictions set forth in Section 4.2 hereof are fund:iment:il to. the oper:ition :ind :ictivities of the 4M Fund :ind may not be changed without the affirm:itive vote of a m:ijority of the P:irticip:ints entitled to vote, except th:it such restrictions may be ch:inged by the Trustees so as to make them more restrictive when necess:iry to conform the investment program and activities of the 4M Fund to the L:iws of the State of Minnesot:i and the United St:ites of America as they may from time to time be a~ended. ARTICLE V Limit:1tions of Li'.'lbilit\" 5.1 Liabilitv to Third Persons. No Participant sh:ill be subject to any personal liability wh:itsoever, in tort, contract or otherwise to any other Person or Persons in connection with 4M Fund Property or the affairs of the 4M Fund; and no Trustee, officer, employee or agent (including, without limit:ition, the Adviser, the Administr:itor and the Custodi:rn) of the 4M Fund shall be subject to any personal liability whatsoever in tort, contract or otherwise, to any other Person or Persons in connection with 4M Fund Property or the affairs of the 4M Fund, except that each shall be personally liable for his bad faith, willful misconduct, gross negligence or reckless disregard of his duties or for his failure to act in good faith in the reasonable belief that his action was.in the best interests of the 4M Fund and except that the Investment Advisory Agreement and the Administration Agreement shall provide for the personal li::ibility of the f.dviser or the Administrator, as the case m:iy be, for its willful or negligent failure to uke reasonable measures to restrict investments of 4M Fund Property to those permitted by Law and this Declaration of Trust. 5.2 Liabilitv to the 4M Fund or to the Pnrticip:mts. No Trustee, officer, ert:1ployee or agent (including, without limitation, the Adviser, the Administro.tor and lhe Custodi::ln) of the 4M Fund shall be liable to the 4M Fund or to any Particip:mt, Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administr:itor and the Custodian) of the 4M Fund for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willf ui misfeasance, gross negligence or reckless disregard of his duties and except that the lnvestmen! Advisory Agreement and the Administration Agreement shall provide for the personal liability of. the Adviser or the Administrator, as the case may be, for its willful or negligent failure to takereasonable measures to restrict investments of 4M Fund Property to those permitted by Law and this Declaration of Trust; provided, however. that the provisions of this Section shall not limit the liability of any agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund with respect to breaches by it of a contract between it and the 4M Fund. 5.3 Jndemnifiption. (a) The 4M Fund shall indemnify and hold e:ich Participant h:irmless from and against all claims and liabilities, whether they proceed to judgment or are settled or otherwise brought to a conclusion;, Jo. whic,lt-,.;.s_uch. Participant may become subject by re:ison of its being or - having been a Participant, and shall reimburse such Participant for all legal tlnd other -i!xpewse.s reasonably incurred by it in connection wilh aoy such claim or liability. The rights accruing to a Participant ur:ider this Section 5.3 shall not exclude any other right to which such Participant m=y be lawfully 'entitled, nor shall anything herein contained restrict the right of the 4M Fund to indemnify or reimburse a Participant in any appropriate situ:ition even though not specific:illy provided herein

76 (b) The 4M Fund shall indemnify each of its Trustees and officers, and employees and agents (including, without limitation, the Adviser, the Administrator and the Custodian) designated by the Board of Trustees to receive such indemnification, against all liabilities and expenses (including, without limitation, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit "or other proceeding by the 4M fund or any other Person, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian), except as to any matter as to which he acted in bad faith or with willful misfeasance or reckless disregard of his duties or gross negligence; in addition, in the case of the Adviser, Administrator, or the Custodian in willful or negligent violation of the restrictions on investments of the 4M Fund Property; provided, however, that the provisions of this Section 5.3 shall not be construed to permit the indemnification of any agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund with respect to breaches by it of a contract between it and the 4M Fund; and further provided, however, that as to any matter disposed of by a compromise payment by such Trustee, officer, employee or agent {including the Adviser. Administrator or the Custodian2.y. pursuant to a consent decree or otherwise, 'no indemnification either for said payment or for any other expenses shall be provided unless: 1) The 4M Fund receives a written opinion from independent counsel approved by the Trustees to the effect that if the matter had-been adjudicated, the defenses that could have been presented on behalf of such Trustee, officer, employee or agent (including the Adviser, the Administrator or the Custodian}, were meritorious; and 2) If in the o inion of the Board of Trustees, the Trustee, officer, em lovee or aeent lr (includmg t e Adviser, the Administrator o the Custodian) were not acting in bad faith or with willful misfeasance or reckless disregard of their duties or gross negligence. The rights accruing to any Trustee, officer, employee or agent (including, witfiout lrni.il:lt1on, the Adviser, the Administrator and the Custodian) under the provisions of this pangra~h (b) of this Section 5.3 shall not exclude any other right to which he may be lawfully entitled; provided, however, that no Trustee, officer, employee or agent may satisfy any right of indemnity or reimbursement granted herein or to which he may be otherwise entitled except out of the 4M Fund Property, and no Participant shall be personally liable to any Person with respect to any claim for indemnny or reimbursement or otherwise. The Trustees may make advance payments in connection with indemnification under this paragraph (b) of this Section 5.3, provided that the indemnified Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian) shall have given a written undertaking to reimburse the 4M Fund in the event that it is subsequently determined that he-is not entitled to such indemnification. (c) Any action taken by, or conduct on the part of, the Adviser, the Administrator, a Trustee, an officer, an employee or an agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund in conformity with, or in good faith reliance upon, the provisions of Section 2.14 or Section 5.7 hereof shall not, for the purpose of this Declaration of Trust (including, without limitation, Sections 5.1 and 5.2 and this Section 5.3) constitute bad faith, willful misfeasance, gross negligence or reckless disreg:ird of his duties. 5.4 Surety Bonds~ -.NCY"Trusteesh:rll,-as such, be obligated to give any bond or surety or other security for the performance of any of his duties Apo~rent Authoritv. No purchaser, seller, tr.insfer agent or other Person dealing with the Trustees or any officer, employee or agent of the 4M Fund shall be bound to m:ike any inquiry concerning the validity of any transaction purporting to be m:ide by the Trustees or by such officer, employee or agent or make inquiry concerning or be liable for the application of 20