City Council Meeting

November 6, 2012

7 p.m.

City Council Meeting Agenda November 6, 2012 7 p.m.

1. Pledge of Allegiance 2. Roll Call p. 5 3. Approval of Minutes: City Council Meeting, October 16, 2012

APPOINTMENTS p. 14 1. Joint Travel & Tourism Board—Liisa Anselmi Dalton, 1st term

COMMENDATIONS 1. Retirement Presentation—Lynn Orester, Records Supervisor, Rock Springs Police Department p. 16 2. Rock Springs Police Dept. Employees of the Quarter: 1st Quarter 2012 – Cassie Reddick, Non-Sworn Employee; 2nd Quarter 2012 – Aaron Hager, Sworn Employee

PRESENTATIONS AND PROCLAMATIONS p. 19 1. Military Presentation—Brenden A. Wells, U. S. Navy Weaponry Specialist (parents, Anthony & Trudi Wells, accepting) 2. STAR Transit, Judy Owens--Update 3. Robert Dahil, McGee, Hearne, Paiz—FYE2012 Audit

PETITIONS

COUNCIL COMMITTEE AND BOARD REPORTS p. 22 1. Planning & Zoning Commission Meeting minutes of September 12, 2012

CORRESPONDENCE p. 28 1. Letter from Treatment Court of Sweetwater County thanking the city for its continued support p. 29 2. Letter from Rock Springs Chamber of Commerce requesting assistance for the 15th Annual Lighted Holiday Parade on December 1, 2012 p. 30 3. Joint Powers Water Board Meeting agenda for October 30, 2012 p. 39 4. Letter from YWCA thanking the city for its support of the 1st Annual Celebrating Women of Distinction Event

BILLS AND CLAIMS p. 41 1. Bills and Claims for November 6, 2012 p. 68 2. Salaries for October 22, 2012

NEW BUSINESS p. 70 1. Request from the Finance & Administration Department for approval of employee gift certificates for 2012, in the amount of $50 each 2. Acceptance of Fiscal Year 2012 Audit Report from McGee, Hearne, and Paiz, LLC p. 71 3. Request from The Liquor Depot for a liquor catering permit on November 10, 2012, for the Sweetwater County Historical Museum Dinner Theater at the Broadway Theater, from 6 p.m. - 9 p.m. p. 75 4. Request from Edgar Gonzalez for a malt beverage permit on November 24, 2012, for a Hispanic Dance at the Sweetwater Events Complex from 9 p.m. - midnight p. 78 5. Request from Lews, Inc. for a liquor catering permit for an FMC Retirement Party at the Young at Heart Senior Center on November 8, 2012, from 5 p.m. – midnight p. 81 6. Request from JAD, Inc. for a liquor catering permit for the United Steelworkers Christmas Party on December 8, 2012, at the Sweetwater Events Complex, from 4 p.m. - midnight

RESOLUTIONS p. 86 1. 2012-172 A Resolution accepting and approving an agreement between the cities of Rock Springs and Green River, the Town of Granger, and Sweetwater County for a DEQ/ISC 12-02 FMC-Granger Optimization Project Impact Assistance Agreement p. 88 2. 2012-173 A Resolution accepting and approving a trade agreement with the Radio Network to trade air time for recreation memberships p. 91 3. 2012-174 A Resolution accepting and approving an agreement restricting use of structure and property with Union Telephone Company located at 3716 Foothill Blvd., Rock Springs p. 94 4. 2012-175 A Resolution accepting and approving a Memorandum of Agreement between the city of Rock Springs and Sweetwater County for the DUI Supervised Probation Program p. 97 5. 2012-176 A Resolution accepting and approving a professional services contract with Rocky Mountain Survey, Inc. to upgrade and implement the city-wide geographic information system mapping utility p. 101 6. 2012-177 A Resolution accepting and approving a pipeline crossing agreement with Union Pacific Railroad Company p. 121 7. 2012-178 A Resolution accepting and approving a draft State Small Business Credit Initiative (SSBCI) allocation agreement for participating municipalities and the United States Dept. of the Treasury p. 181 8. 2012-179 A Resolution accepting and approving a cooperative agreement with the city of Laramie and other Wyoming municipalities for oversight of the SSBCI allocated funds and the Approved Municipal Programs p. 193 9. 2012-180 A Resolution accepting and approving a services agreement with the city of Laramie and other Wyoming municipalities, Wyoming Smart Capital Network, LLC and Development Capital Networks, LLC to accept SSBCI allocated funds p. 212 10. 2012-181 A Resolution amending City Council policy established in Resolution No. 96-91 regarding budgeted cash reserves in addition to cash reserves established under Council policy by Resolution No. 94-15 p. 214 11. 2012-182 A Resolution accepting and approving an amendment to the contract for professional services for the Rock Springs Storm Sewer Master Plan and Modeling Project with JFC p. 216 12. 2012-183 A Resolution accepting and approving a revised cost proposal for the Rock Springs Reagan Avenue and Scott Drive Detention Basin Project with JFC

ADJOURNMENT

City Council Agenda

Minutes

City of Rock Springs County of Sweetwater State of Wyoming

City Council met in regular session on October 16,2012. Mayor Carl Demshar called the meeting to order at 7 p.m. Members present included Councilors Glennise Wendorf, David Halter, Glenn Sugano, Rob Zotti, Chad Banks, Joyce Corcoran, David Tate, and Billy Shalata. Department heads present included Mike Lowell, Vince Crow, Vess Walker, Paul Kauchich, Lisa Tarufelli, and Dave Lansang. The pledge ofallegiance was recited.

Moved by Councilor Zotti, seconded by Councilor Corcoran to approve the City Council Meeting minutes of October 2, 2012. Motion carried unanimously.

APPOINTMENTS

Parks & Recreation Advisorv Board

Moved by Councilor Corcoran, seconded by Councilor Zotti to appoint Veronica Donaldson to a 2nd term on the Parks and Recreation Advisory Board. Upon roll call the following voted in favor: Councilors Sugano, Zotti, Halter, Tate, Wendorf, Banks, Corcoran, and Shalata. Motion carried unanimously.

Urban Renewal Agencv Commission

Moved by Councilor Banks, seconded by Councilor Corcoran to appoint Richard Leach to a 2nd term on the Urban Renewal Agency Commission. Upon roll call the following voted in favor: Councilors Sugano, Zotti, Halter, Tate, WendOlf, Banks, Corcoran, and Shalata. Motion carried unanimously.

COMMENDATIONS

Rock Springs Police Dept. Emolollees ofthe Quarter: 1st Quarter 2012 - Tracv Frisbee, Sworn Emplovee; 2nd Quarter 2012 - Alison Deters, Non-Sworn Employee

Mayor Demshar read the commendations and congratulated Tracy Frisbee and Alison Deters and thanked them for their dedicated service to the Police Department and the city of Rock Springs.

PRESENT ATlONS AND PROCLAMATIONS

Proclamation-Extra Mile Day, November 1, 2012

Mayor Demshar read the proclamation and encouraged citizens to go the extra mile in his or her own life and acknowledge those who have been inspirational in making the world a better place.

PETITIONS

Councilor Corcoran invited everyone to the YWCA's Celebration of Women on Saturday, October 20 at the Holiday Inn. She also reminded everyone that Oktoberfest will be held Friday and Saturday nights, October 19 & 20 at the Sweetwater Events Complex.

OFFICER AND STAFF REPORTS

BeaUl, Insurance Fund RecaV=-September 2012: Financial Report Summarv-September 2012; Animal Control Report-September 2012

Moved by Councilor Tate, seconded by Councilor Zotti to approve the reports and place them on file. Motion can'ied unanimously.

COUNCIL COMMITTEE AND BOARD REPORTS

Councilor Halter reported that the Building Committee met to discuss the request from the Urban Renewal Agency/Main Street Program for permission to have vendors in the Historical Train Depot on Saturdays during the month of October. He stated that the committee recommends vendors not be allowed in the depot. The reasoning behind this is that it would be too much of a mixed use for the building, as the URA has its office there. Moved by Councilor Banks, seconded by Councilor Zotti to approve the request to allow vendors in the depot on Saturdays. Motion failed with Councilors Sugano, Tate, Halter, Wendorf, and Shalata voting no.

Mayor Demshar acknowledged the receipt of the Parks and Recreation Advisory Board Meeting Minutes ofSeptember 13, 2012.

Councilor Wendorf reminded everyone that the Pumpkin Patch is now open, and the Halloween Stroll will be held on October 27, from II a.m. 2 p.m. in the downtown area.

Moved by Councilor Banks, seconded by Councilor Tate to approve the Council Committee and Board Rep0l1s and place them on file. Motion carried unanimously.

CORRESPONDENCE

Mayor Demshar acknowledged receipt of the following correspondence: Letter from Rock Springs Chamber of Commerce thanking the city for its donation to the I st Annual Appreciation BBQ.

Moved by Councilor Zotti, seconded by Councilor Banks to approve the correspondence and place it on file. Motion carried unanimously.

BILLS AND CLAIMS

Bills & Claims (or October 16, 2012

~G Plurrlbing Maintenance 90.00 Ace Hardware I Blanket order 4,585.63 . Advanced Tele Systems Services 40.00 Albertsons Supplies 80.52 . Alpine Investments f:.Iousing assistance 567.00 Alpine Pure Wat~r Drinkifig water 13 \.00 Alsco-American Linen Mats, uniforms 2,324.92 American Red Cross Services 245.00 Arrowhead Concrete Concrete 532.50 I Asphalt Services Construction 2,442.00 I ~od,Frieda Utility allowance 52.00 Auto Parts Unlimited I Blanket order 1,828.62 I I Autozone Blanket order 276.75 BeckWith, Richard Reimbursement 97.90 i

, Bennett Paint & Glass Blan ket order 246.40 ! I Birdie Bert Company Equipment 807.14 Bloedorn Lumber CompafiY Blanket order 954.21 Blue Cross Blue Shield 38,957.00 I BLR 297.00 Bob's Plumbing t!fl~rt;'"intenance 663.12 Business ResourcesGroup, LLC Services 2,500.00 C.E.M. Aquatics Maintenance 650.81 Callaway Golf Equipment 334.01 , Carrington Pointei\partmefits Housing assistance -655.00 CDW Computer Centers, Inc. Computers 300.90 ' Cedar Mountain Tree & Lawn Care Services 12,525.00 , Centurvlink Telephone 1,645.74 • Choice Engineering Services, Inc. Services 53,518.00 I City Auto Rock Springs Blanket order 1,674.03 , CJ Signs Communications 1,145.00 Clark, Travis ' Refund 22.27 I Climaco, Dr. Jess Refund 26.71 Communication Technologies Blanket order 150.00 Community Builders,lnc. Services 2,165.37 ~tract Pa~er Grou!:l, Inc. Paper 380.81 Control Temperature~~ecialists, Inc.... Services 69.99 I Craig F. Sorensen Construction Refund 1,385.23 Crum Electric SUDDlv Co., Inc. Blanket order 1,629.28 Dakota Security Svstems Computers 86,356.84 DeBernardi Construction Co., Inc. Services 128,448.23 Dell Computers 1,157.28 Desert View Animal Hospital Services 65.00 i DXP Enterprises, Inc. Blanket order 1,006.73 I Echendu, Anthony Refund 10.88 Electrical Service & Products Equipment 25,030.51 Emergency Medical Products, Inc. Equipment Equifax Credit Information Services Services ~ Esco Corporation Blanket order 29.07 Evergreen Electric Services 2,378.00 Eversole, Elza Refund 16.01 ~al<:::ompany Blanket order 405.14 I Fedex Shipping 779.27 First Choice Ford Transportation 23,136.30 Fitco Maintenance 5,025.00 I Flaim, Louis &Karen Refund 8.20 I Flexshare Benefits Adm inistration 225.00 Ft. Collins Protection Dogs & Training Services 1,000.00 I Fossen, Tom Refund 2.60 Fossen, Tom Refund 13.29 Galls Equipment 245.24 Gametime Services 1,972.03 General Electric Supply Appliances 1,861.00 GR-RS-SWCO JPWB Services 138,496.20 Grainger, Inc. Maintenance 541. 77 Greenline Eauioment Blanket order 5,723.63 Haden Construction Refund 49.58 Hall, Jen'od Refund 38.06 Hall, Tony Reimbursement 19.20 Harrington & Company Materials 210.87 Hasler, Inc. Rental 55.00 i High Security Lock & Alarm Blanket order 82.50 51.16 Hohler, Crystal.... Refund Hollman, Inc. Hardware 367.99 Homax Oil Sales, Inc. Fuel 29,642.51 ' Home Depot Credit Services Blanket order 7,902.90 I Hose & Rubber Supply Blanket order 173.97 HWP, Inc. Maintenance 193.84 I Industrial Supply Equipment 137.56 Inter-Mountain Laboratories Equipment 32.00 J Bar Excavation Materials 1,408.68 Jack's Truck & Equipment Maintenance 449.67 I Jackman Construction, Inc. Refund 1,293.22 JFC Engineers Surveyors Services 4,186.50 Jim's Uoholst~.:v Services 50.00 I Jirdon Agri Chem, Inc. Ferti Iizers 3,750.70 I Joint Powers Telecom Board Computers 1,980.00 I , Joint Powers Water Board Water 383,099.94 I Kaman Industrial Tecl111()logies Blanket order 217.70 , Knuth, Karlon Refund 57.61 ...--­ Kopy Korner Blanket order 426.70 I Krotzer, Joe Refund 32.05 , L. N. Curtis & Sons Clothing 582.80 Lacal EQuioment, Inc. Eqt]ipment 1,572.50 I ~ark Collection P~inting 501.1 0 Landmark Design, Inc. Services 128,527.77 I I Lewis & Lewis, Inc. Blanket order 950.77 I M & N Party S~pply Supplies 97.08 ~cy's Truck Repair, Inc. Blanket order 240.11 Magner, Chad Refund 109.61 Mainline Construction Refund 3,082.50 Marie Petty Refund 120.00 Marshall, Patrick Refund 39.51 McClure, Amanda Reimbursement 14.50 ~(ldden_Wholesale Co., Inc. Blanket order 3,378.10 McMarlin, Wyatt Refund 136.71 Mitchell, Garth Refund 65.45 Model ~igns Blanket order 508.00 Modern Marketing, Inc. I Equipment 950.05 · Mountainaire Animal Clinic I Services 162.09 Muller, Chris Reimbursement 40.00 Myron Corp. Services 970.75 National Fire Protection Assoc. Publication 143.95 Nelson Engineering Services 4,937.73 Nicholas & Co!tIjJany, Inc. Concession 720.48 Nimco Equipment 2,396.20 Norco, Inc. Supplies 105.96 Northern Title Refund 122.34 i Notary Officer Services 30.00 O'Reilly Auto Parts Blanket order 275.57 i Office of State Lands & Investments Services 63,710.79 Office Products Dealer Supplies 117.80 i One Call of Wyoming Services 153.75

Oriental Trading Company, Inc. ... Supplies 807.10 i Orkin Exterminatil1 g Pest control 112.36 . Pacific Steel & Recycling Blanket order 561.39 i ~(ltrick Construction, Inc. Refund 373.24 ! Pitne~ Bowes, Inc. Maintenance 156.76 i • Posten, K~le & Chelsea Refund 24.87 i Postmaster Shipping 3,139.30 i i Potter, John Safety glasses 165.00 • !Pro Force Law Enforcement r:;quipment 2,538.80 • Protect Youth ~ports Services 2,379.60 ! Questar Gas Utilities 2,575.96 R & 0 Construction Reimbursement 36,917.50 • i Ramaker & Associates, Inc. Computers 353.00 • I Rapid Fire, Inc. .. Maintenance \,542.00 • Ratchford, Gan-ett Refund 125.18 Real Kleen, Inc. Supplies 283.60 Reed, Lori Utility allowance 52.00 Reeves, Casey Refund 271.26 . Reis Environmental Equipment 2,642.00 i U<:~spond First AiQ Systems Blanket order 839.70 ,---~idge Rock, Inc. Refund 1,425.88 i i RMT Equipment Blanket order 653.64 i Rock Springs Humane Society Services 160.00 i i Rock Springs IV Center Equipmel1t 206.64 . • Rock Springs Munic;ipal Utility Water 69,330.00 i [ROCk Springs New~papers Communications 309.54 • Rock Springs Renewal Fund Supplies 7,658.46 Rock Springs Winlectric Blanket order 1,323.65 Rock Springs Winnelson Co. Blanket order 3,362.81 ,..R()ck~ Mountain Power I Utilities 113,438.85 Rocky Mountain Power I Street lights 9,472.00 Rocky Mountain Powersports Equipment 26.00 ~lZocky Mountain Service Bureau Services 224.88 i Rocky Road Asphalt Maintenance 3,062.50 . Ron's Ace Rental & Equipment Sales Blanket order 686.74 i Rossy, Luz Uti Iit,}' allowance 18.00 ~ Supply & Sign Co. Markers 2,201.05 Sherwin Williams Blanket order 897.60 ~ot Partners Fertilizers 3,672.00 ie Laboratories ipment 252.24 ~x,_ States Distributors essories 160.97 !

Skaggs Compani()s, Inc. Clothing 3,357.05 ! ~ipsTires Blanket order 130.00 Smalstig, Marylou I R~fund 58.27 Smith Power Products I Maintenance 620.44 ! Smyth Printing, In~. Printing 309.60 ! Sobolik, Tim Refund 59.10 ! Society for Human Resources Mgmt. ~vices 180.00 ~World emicals 1\3.90 SST Testing +, Inc: Services 1,588.00 Standard Plumbing Blanket order 164.10 · Staples Advantage Blanket order 987.42 Star Transit Expenses 10,750.00 Stonecrest Construction Refund 1,\69.25 Stonecrest Construction Refund 267.41 · Strafford Publications, Inc. Services 963.00 Sunroc Corporation Blanket order 5,018.99 ! Sutler, Chris Refund 107.42 • Sweetwater COLlll~ Clerk Services 45,520.30 ! Sweetwater County Clerk Filing fees 11.00 Sweetwater County Events Complex Expenses 72,172.00 Sweetwater County Library Services 4,741.15 Sweetwater COUllty Sheriff __ Equipment 9,138.90 Sweetwater Plumbing & Heating, LLC miPment 114.20 ~twater TV Co., Inc. vices 234.60. j:!\\leetwater Veterinary Serllices erllices 14.00. Symbolarts, Inc. E(llIipment 85.00 Taylor Ma~e Golf Co., Inc. Equipment 440.25 Tech, Michael Utility allowance -22.00 . Tegeler & Associates Insurance 322.00. ~Tennis & Track Co., Inc. Services 46,096.65 i Turf Equipment and Irrigation Blanket order 1,051.06l Tynsky, Nancy Reimbursement 40.00. U. S. Jetting, LLC WWTP systems 492.18 · Uinta En~ering & Survey Services 5,845.50 i Union TeleQhone Telephone 2,166.84 United International, LLC I Ser~ices 2,500.00 i i United Reprographic Supply, Inc. Maintenance 104.00 · United Site Services Rental 336.00 illiited States Welding, Inc. Equipment 76.82 · UPS Services 132.85 I

I USA Blue Book Pumps 180.19 • V -I ProQane Blanket order 20.82 i [yllughn's Plumbing Maintenance 1,007.46 . · Vista Solutions Coq~oration Services 187.50 I W a Ik er, Jonaton h Relln bursement 4000 Wallick and Volk Refund 181.33 • Wamco Lab, Inc. Equipment 2,500.00 . Wells Fargo Card Services, Inc. Expenses --- 790.37 West Group Payment Center Services 1,956.36 . Western Relief, LLC__ Rental 1,208.00 • I Western Wyoming Beverage Concession 274.00 When2work, Inc. C()mputers 315.00 Whisler Chevrolet Co. Blanket order 13.96 : Williams, Steven Refund 58.87 I Williams, Tahnee Utility allowance 8.00 Wireless Advanced Comm., Inc. Telecommunication 2,420.00, Wonderful House Refund 36.56 ~()nference fo~Building Officials Services 450.00 I WY Dept. of Revenue & Tax Sales tax - September 1,445.54 I WY Dept. of Transportation Services 56.87 . _~yolectric Maintenance 75.00 Wyoming State Bar Services 1,220.00 Wyomjllg Trial La ers Services 195.00 ~ming Waste Systems Services 4,726.90 Wyoming.com Computers 113.95 Xerox Corporation Supplies 54.18 Young Electric Sign Co. I Markers 2,989.00 I Young-at-Heart Sr. Citizens Center Equipment 134.42 Zampedri, Raychelle Utility allowance 31.00 • Zirges, Paul Refund 50.00. Total $1,724,157.83

Report Checks {or October 8,2012

AFLAC Insurance ~ll1ployee premiums 1,047.58 AFLAC Insurance New Group Employee premiums 2,434.06 ; Sun !.ife Assurance Co. Employee premiums 1,645.00 I~uita:b'e Life Employee deferred 275.00 ICMA Retirement Corp. Employee deferred 12,026.96 Great-West !.ife & Annuity Empl()yee deferred 10,278.50 . Nationwide Retirement Solutions Employee defelTed 665.00 Waddell & Reed Financial Services Employee deferred 950.00 I-­ Colonial Life & Accident Employee premiums 88.72 I WY Child Support Enforcement Child SUDPort payments I State of Idaho Child Support Child support payments 6'~ . W A State Support Registry Child sllpport payments 1 . RS Firefighter Assn # 1499 Employee dues & loans 1,870.50 I Circuit Court ofthe Third District Employee garnishments 212.60 • General Revenue C()~p. Empl()yee student loan 280.97 RS City Treasurer Employee BCBS reimburse 40,704.72 Flexshare - BCBS Employee BCBS flexshare 5,134.51 , 496 & '72-NCPERS Gro~p ~'mpl. ','cot. 896.00. New York Life Insurance loyee premiums 17,00 RS Police Protective Assoc, loyee dues 510.00 UMWAIOAW Local #4893 ployee dues 2,036.28. United Way of SW Wyoming Employee deductions 908.27 i I W,",ddl & R,,' Fi"",.1 SeN'''' TI eo:," 529 pl~ 1,355.00 I Wyoming Retirement System fit city/emplovee 40,239.55 ~Ining Workers Compensation e benefits 28!~ Wyoming Workers Compensation Work restitution workers 94.35 Wyoming Retirement System Employee benefits 97,508.07

! Wyoming Retirement System Law enforcement 48~ Sweetwater Federal Credit Union Employee deductions 17,754.49 I Internal Revenue Service Electronic fund transfer 159,324.77 Total I $481,37.Q&ij

Moved by Councilor Wendorf, seconded by Councilor Corcoran to approve the bills and claims for October 16,2012. Motion carried unanimously.

Salaries for October 8, 2012: 1789,199.84

Moved by Councilor Wendorf, seconded by Councilor Tate to approve the salaries for October 8, 2012. Motion carried with Councilor Shalata abstaining.

NEW BUSINESS

Request from the Civic Center for permission to (ill a full time Janitor position Moved by Councilor Shalata, seconded by Councilor Corcoran to approve the request. Motion carried unanimously.

Request from Lew's, Inc. {or permission to transfer liquor license to cater two events at the Kemmerer Events and Training Center in Kemmerer, Wyoming: (1) December 8,2012, South Lincoln Memorial Hospital Christmas Party. 4 p.m. -midnight. and: (2) December 15. 2012. Westmoreland Corp. Christmas Party. 4 p.m. -midnight (both require approval o(Kemmerer City Council)

Moved by Councilor Tate, seconded by Councilor Zotti to approve the requests. Motion carried unanimously.

Request from Lews. Inc. {or a liquor catering permit (or the JFC Christmas Parry on December 14. 2012. from 4 p.m. - midnight at the Rock Springs Community Center

Moved by Councilor Banks, seconded by Councilor Zotti to approve the request. Motion carried unanimously.

Request from Lews. Inc. {or a liquor catering permit {or the FMC Christmas Party on December 7. 2012. from 4 p.m. - midnight at the Sweetwater Events Complex

Moved by Councilor Zotti, seconded by Councilor Tate to approve the request. Motion carried unanimously.

Request from Cowboys Against Cancer {or a malt beverage permit {or tIle Cowboys Against Cancer 18th Annual Banquet on November 3.2012. from 3 p.m. - midnight at the Sweetwater Events Complex

Moved by Councilor Wendorf, seconded by Councilor Banks to approve the request. Motion carried with Councilor Zotti abstaining.

RESOLUTIONS

Resolution 2012-167 A RESOLUTION ACCEPTING AND APPROVING AN ALCOHOL INSPECTION CONTRACT WITH THE WYOMING ASSOCIATION OF SHERIFFS AND CHIEFS OF POLICE, AND AUTHORIZING CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, AND MICHAEL LOWELL, AS CHIEF OF POLICE OF THE CITY OF ROCK SPRINGS, WYOMING, TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY, was read by title.

Moved by Councilor Zotti, seconded by Councilor Halter to approve Resolution 2012-167. Upon roll call the following voted in favor: Councilors Halter, Wendorf, Shalata, Sugano, Zotti, Banks, Corcoran, Tate, and Mayor Demshar. Motion carried unanimously.

Resolution 2012-168 A RESOLUTION ACCEPTING AND APPROVING A TOBACCO INSPECTION CONTRACT WITH TIlE WYOMING ASSOCIATION OF SHERIFFS AND CHIEFS OF POLICE, AND AUTHORIZING CARL R. DEMSIIAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, AND MICHAEL LOWELL, AS CHIEF OF POLICE OF THE CITY OF ROCK SPRINGS, WYOMING, TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY, was read by title.

Moved by Councilor Wendorf, seconded by Councilor Banks to approve Resolution 2012-168. Upon roll call the following voted in favor: Councilors Halter, Wendorf, Shalata, Sugano, Zotti, Banks, Corcoran, Tate, and Mayor Demshar. Motion carried unanimously.

Resolution 2012-169 A RESOLUTION ACCEPTING AND APPROVING AMENDMENT NUMBER ONE TO THE GRANT AGREEMENT BETWEEN THE WYOMING BUSINESS COUNCIL AND THE CITY OF ROCK SPRINGS, AND AUTHORIZING CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, TO EXECUTE SAID AMENDMENT ON BEHALF OF THE CITY, was read by title.

Moved by Councilor Banks, seconded by Councilor Tate to approve Resolution 2012-169. Upon roll call. the following voted in favor: Councilors Halter, Wendorf, Shalata, Sugano, Zotti, Banks, Corcoran, Tate, and Mayor Demshar. Motion carried unanimously. Resolution 2012-170 A RESOLUTION AUTHORIZING AND DIRECTING CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, AND LISA M. TARUFELLI, AS CITY CLERK OF THE CITY OF ROCK SPRINGS, WYOMING, TO ACCEPT AND APPROVE A BUDGET REVISION TO THE BUDGET FOR THE FISCAL YEAR ENDING JUNE 30, 2013, was read by title.

Moved by Councilor Tate, seconded by Councilor Halter to approve Resolution 2012-170. Upon roll call the following voted in favor: Councilors Halter, Wendorf, Shalata, Sugano, Zotti, Corcoran, Tate, and Mayor Demshar. Motion carried with Councilor Banks abstaining.

Resolution 2012-171 A RESOLUTION AUTHORIZING SUBMISSION OF AN AMENDED GRANT APPLICATION WITH THE WYOMING BUSINESS COUNCIL, FOR A BUSINESS READY COMMUNITY DOWNTOWN DEVELOPMENT GRANT, AND AUTHORIZING CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRlNGS, WYOMING, TO EXECUTE SAID AMENDED APPLICA TlON ON BEHALF OF THE CITY, was read by title.

Moved by Couneilor Zotti. seconded by Couneilor Shalata to approve Resolution 2012-171. Upon roll call the following voted in favor: Councilors Halter, Wendorf, Shalata, Sugano, Zotti, Banks, Corcoran, Tate, and Mayor Del11shar. Motion carried unanimously.

EXECUTIVE SESSION - potential litigation

Moved by Councilor Tate, seconded by Councilor Shalata to movc into executive session at 7:25 p.m. Motion carried unanimously.

RECONVENE

The governing body reconvened at 7:40 p.m.

Moved by Councilor Tate, seconded by Councilor Zotti to proceed as discussed in executive session. Motion carried unanimously.

ADJOURNMENT

There being no further business, the meeting adjourned at 7:40 p.m.

By: ______

ATTEST:

Mayor

City Council Agenda

Appointments

TO: Mayor Demshar & City Council Members

DATE: October 16, 2012

FROM: Becky Costantino, Executive Assistant

RE: 2012 BOARD AND COMMITTEE APPOINTMENTS

The following citizens are being submitted for three-year appointments to our City Boards, Commissions and Committees:

JOINT TRAVEL AND TOURISM BOARD:

Liisa Anselmi Dalton 1st Term

City Council Agenda

Commendations

ROCK SPRINGS POLICE DEPARTMENT PRESS RELEASE Employee of the Quarter

Cassie Reddick selected as the Non-Sworn Employee fo the 1st Quarter 2012. Cassie has been with the Rock Springs Police Department as an Animal Control Assistant for two years and her duties include daily feeding of animals impounded at the Rock Springs Animal Control facility, routine maintenance/cleaning, maintaining records of impounded animal, animal licenses and billing, and attending to customer service needs. During the 1st Quarter 2012 Cassie undertook the task of updating and revising the Animal Control Policy and Procedural Manual as well as developing informative pamphlets to hand out to citizens pertaining to rules of the Bitter Creek Bark Park and barking/problem dogs. Cassie's work ethics and performance has proven herself to be a valuable asset to the City of Rock Springs and its citizens ..

The department appreciates all the hard work she does. City of Rock Springs Police Department 221 C Street Phone 307-352-1581 Rock Springs, WY 82901 Fax 307-352-1580

September 3,2012

To: Aaron Hager

From: Commander Dwane J. Pacheco

Re: Sworn Employee of the Quarter (2nd Quarter 2012)

Congratulations, you have been selected as the Sworn Employee of the Quarter for the 2nd Quarter of 2012! You have been with the Rock Springs Police Department for 2 years where you have served as a patrol officer. Your supervisors noted your positive attitude and seasoned veteran approach to law enforcement as attributes. You regularly volunteer for special assignments and overtime details, and currently are involved in becoming a member of the departments Tactical Response Team. Your investigations and reports are comprehensive. You have honed your interview and interrogations skills to that of a veteran officer. You were involved in numerous calls and investigations throughout the quarter; however several investigations were noted as superior. You responded and investigated a reported runaway where two females left the residence and were located the following day. The parent was especially grateful as one of the girls was not very nice, but you remained understanding, professional and polite throughout the investigation. While investigating a reported aggravated assault where a knife was involved, you determined the victim had made the story up. By taking the necessary investigative steps along with an extensive interview, you saved the department time and money. Several of your co-workers along with yourself, worked as a team and developed information leading to four arrests for possession and use of marijuana and methamphetamine; assaults; and intimidation of a vulnerable adult. The Rock Springs Police Department appreciates your hard work and dedication and you have earned the title, "sworn employee of the quarter./I

City Council Agenda

Presentations and Proclamations

,: 'fir~"[~{f;; §~i~ )~~?~~:L. '" r~~.~_. ~tl~kN~prmgs

TO: Carl R. Demshar, Jr., Mayor

DATE: October 30,2012

FROM: Becky Costantino, Executive Assistant to Mayor

RE: Military Plaques and T-Shirts

I am pleased to submit the following people to receive plaques for their military service to our country at the May 15,2012 Council Meeting:

PLAQUES & T-SHIRTS To Receive Plague

Navy

Brenden A. Wells Anthony & Trudi Wells (Dad & Mom)

City Council Agenda

Petitions

City Council Agenda

Council Committee and Board Reports

PLANNING AND ZONING COMMISSION MINlffES SEPTEMBER 12, 2012 WEDNESDAY, 7:00 P.M. CrrYHALL ROCK SPRIN6S, WYOMIN6

MEMBERS PRESENT: Vice Chainnan Paul Legerski, Tom Bematis, Morris Weiss, Cindy Duck, Kent Porenta and James Johnson

MEMBERS ABSENT: Chairwoman Mary Manatos, Kevin Waterman and one vacancy

ALSO PRESENT: Jana McCarron, City Planner Jennifer Shields, Assistant City Planner Debra L. Rubeck, Sr. Administrative Assistant

ROLLCALL After roll call it was determined that there was a quorum present to proceed.

MINUTES Review and acceptance ofthe minutes from the August 8, 2012 Planning and Zoning Commission Meeting. Vice Chainnan Legerski asked for corrections or additions to the minutes. There being none, he then asked for a motion to accept the minutes.

Commission Motion and Vote: Commissioner Johnson: motion to approve Commissioner Bematis: second Vote: All "Ayes" Chairwoman Manatos and Commissioner Waterman: absent

ACCEPTANCE OF CORRESPONDENCE AND STAFF REPORTS Review and acceptance ofall correspondence and Staff Reports into record.

Commission Motion and Vote: Commissioner Johnson: motion to approve Commissioner Duck: second Vote: All "Ayes" Chairwoman Manatos and Commissioner Waterman: absent

NEW BUSINESS 1) (Tabled 8/8/2012) Request for Sketch Plat review of The Estates at the Wind Rivers, 2nd Addition subdivision, a new subdivision consisting of 42 lots and totaling 12 acres to be Rock Springs Planning andZoning Commission Minutes September 12, 2012

developed in 1 phase, submitted by Todd Gnose (A&T Land Development) and represented by Shawn Arnoldi (Choice Engineering Services) (2012-148-SK) (StaffRepresentative - Jana McCarron, City Planner)

Vice Chairman Legerski asked ifthis item is ready to be removed from the table. Ms. McCarron said that it is. He then asked for a motion to untable the request for Sketch Plat review ofThe Estates at the Wind Rivers, 2nd Addition subdivision.

Commission Motion and Vote: Commissioner Johnson: motion to untable Commissioner Bematis: second Vote: All "Ayes" Chairwoman Manatos and Commissioner Watennan: absent

StaffReport Ms. McCarron then presented the Staff Report. This is a Sketch Plat review of the Estates at the Wind Rivers, 2nd Addition, a new subdivision consisting of 42 lots to be developed in one (1) phase and totaling 12 acres. The applicant and property owners are Todd Gnose, A&T Land Development, 2280 West Teton, Green River, Wyoming 82935, and Southwest Wyoming Rehabilitation Center, 3357 Sierra Circle, Rock Spriugs, Wyoming 82901. The engineer/architect is Shawn Arnoldi, Choice Engineeriug Services, Inc., 404 N Street, Ste 201, Rock Spriugs, Wyoming 82901. The project is located at Sweetwater Drive, south of Pinnacle Drive and Flagstone Drive. The existing zoning is R-l (Low Density Residential).

A Utility Review Meeting was held on July 31, 2012. All comments will be sent to the applicant for use in preparing the Preliminary Plat. No changes are required at the Sketch Plat stage.

Commissioner Comments and Questions None.

Applicant Shawn Arnoldi, of Choice Engineeriug Services, Inc., said that he is representing the applicants and that he would answer any questions. There were none.

Public Comments No comments.

Commission Motion and Vote No action required.

2) Request for Conditional Use Permit approval for a Family Child Care Borne (FCCD) for up to 10 children at a time, Mon.- Fri. from 8:00 a.m. to 5:00 p.m., to be conducted at 3317 Brickyard Avenue and submitted by Jennifer Wharton (2012-162-CU) (StaffRepresentative - Jennifer Shields, Assistant City Planner) Rock Springs Planning andZoning Commission Minutes September 12, 2012

Staff Report Ms. Shields presented the staff report to the Commission. This is a request for a Conditional Use Pennit approval for a Family Child Care Home to be located at 3317 Brickyard Avenue. The applicant is Jennifer Wharton, 504 Dana Circle, Rock Springs, Wyoming 82901. The property owner is A&T Land Development, 2280 W. Teton Boulevard, Green River, Wyoming 82935, and Matthew and Jennifer Wharton, 3317 Brickyard Avenue, Rock Springs, Wyoming 82901. This house is being built at this time and the applicant is seeking approval for the Family Child Care Center upon completion ofthe home.

Because the residence is still under construction, the applicant has not yet received the necessary approvals from the F ire Inspector and Chief Building Inspector for this application.

Adjacent property owners were notified of this request on August 29, 2012 and no comments have been received.

Commissioner Comments and Questions None.

Applicant Jennifer Wharton, 504 Dana Circle, said that she would answer any questions. There were no questions from the Commission or the public.

Public Comments No comments.

Staff Recommendation Staff recommended approval ofthe request with the following conditions: 1. Approval is for the provider, Ms. Jennifer Wharton, to conduct childcare services at 3317 Brickyard Avenue. FCCH may not commence operations prior to an Occupancy Certificate being issued by the City ofRock Springs for the residence. 2. Conditional use Pennit approval for Ms. Wharton to operate a FCCH at 504 Dana Circle shall expire once final approval for a FCCH to be operated at 3317 Brickyard Avenue has been granted. 3. Approval from the City's Chief Building Official to operate a FCCH. 4. Approval from the City's Fire Inspector to operate a FCCH. 5. Should the provider, Ms. Jennifer Wharton, move to a new location, a new FCCH Conditional Use Pennit shall be required. 6. Conditional Use Pennit approval is for the hours from 8:00 a.m. to 5:00 p.m., Monday through Friday for up to a maximum of ten (10) children at any given time. Should the applicant wish to modifY this approval, including changes to the number of children and/or the hours of operation, a new application shall be submitted to the City of Rock Springs Planning & Zoning Division, 212 D Street, Rock Springs, Wyoming 82901. 7. FCCH Conditional Use Pennits shall not run with the land. Subsequent providers on the same property (3317 Brickyard Avenue) shall require a separate FCCH Conditional Use Pennit. 8. Should Ms. Jennifer Wharton fail to operate a FCCH at this address for a period more than 365 consecutive calendar days, the Pennit shall be deemed expired. A new pennit Rock Springs Planning andZoning Commission Minutes September 12~ 2012

application, including any and all fees and notifications, and approval shall be required prior to recommencement ofthe FCCH operation. 9. The Planning & Zoning Commission shall have the right to revoke or revise any FCCH Conditional Use Permit, should legitimate complaints be lodged by property owners located within 200 feet of the FCCH that the child care facility has adverse impacts on the health, safety and/or welfare ofthe neighborhood. 10. The Planning & Zoning Commission shall have the right and authority to revoke this FCCH Conditional Use Permit for failure to comply with the above conditions of approval.

Commission Motion and Vote: Commissioner Porenta: motion to approve with conditions Commissioner Johnson: second Vote: All "Ayes" Chairwoman Manatos and Commissioner Waterman: absent

NOTIFICATION OF MINOR SITE PLANS/STAFF APPROVED CONDITIONAL USE PERMITS

1) Minor Site Plan and Conditional Use Permit approval for a 280 sf office AND unpaved drive aisles to be constructed at 607 Winton Circle, submitted by Damon Gleason representing Brenntag Pacific, Inc. (2012-07B-SP-CU) (Staff Representative - Jennifer Shields, Assistant City Planner)

2) Minor Site Plan approval ofa proposed 700 square foot masonry structure for restrooms & concessions, as well as a 1,385 seat capacity bleacher, for Rock Springs Junior High School, submitted by Plan One Architects on behalfofSweetwater County School District # 1 (2012-129-SP) (Staff Representative - Jana McCarron, City Planner)

3) Minor Site Plan approval to locate a new statue, sidewalks, and landscaping area on City owned property located along the Elk Street greenbelt, submitted by City Parks Superintendent Mark Lyon -lambing statue. (2012-150-SP) (Staff Representative - Jennifer Shields, Assistant City Planner)

4) Conditional Use Permit approval to construct a 884 sfdetached garage located at 108 Wild Rose Lane that will exceed the height ofthe principal structure (house) by 4 feet, submitted by Shane and Kathleen Neal (2012-157-CU) (Staff Representative - Jennifer Shields, Assistant City Planner)

5) Minor Site Plan approval for Stress Free Auto Repair to be located at 2634 Commercial Way, submitted by Stephen Potter (2012-161-SP) (StaffRepresentative - Jennifer Shields, Assistant City Planner)

PETITIONS AND COMMUNICATIONS

1) Written petitions and communications. Rock Springs Planning andZoning Commission Minutes September 12, 2012

a. Update on City Council Actions

Council Date P&ZItem Council Action

8/2112012 Teton Subdivision Resolution No. 2012-143 PreliminarylFinal Plat (Tabled)

9/4/2012 Teton Subdivision ! Resolution 2012-143 PreliminarylFinal Plat Approved

9/4/2012 Resource Engineering Resolution No. 2012-152 Subdivision PreliminarylFinal Approved Plat & Variances

2) Petitions and communications from the floor.

Ms. McCarron reported to the Commission that Staff has been working on the Master Plan, and a consultant has been hired to complete the maps. They hope to present the Master Plan to the Commission by the end ofthe year for review.

ADJOURN With no further business, the meeting was adjourned at 7:20 p.m.

Thes¥ minutes approved by the Rock Springs Planning and Zoning Commission by vote this [lO'fVday of CCi.eJJxr 2012. J

City Council Agenda

Correspondence

'Ireatment Court ofSWeetwater Countg !MaK:fntI adifference......

P. O. Box 190 Green River, WY 82935 307-872-3811

October 18,2012

The Honorable Carl Dempshar Mayor Rock Springs City Council City of Rock Springs 212 D. Street Rock Springs, Wyoming 82901

RE: Treatment Court of Sweetwater County

Dear Honorable Mayor Dempshar and Ladies and Gentlemen of the Council:

The Treatment Court of Sweetwater County would like to once again thank you for the support we receive from the City of Rock Springs and ask that you send us the $6000.00 that has been previously appropriated to the Treatment Court of Sweetwater County at this time.

The majority of our clients reside in Rock Springs and we really appreciate the Police Department's support ofour efforts; especially their supervision ofthe drug court clients. Commander Duane Pacheco and Sergeant Tim Robinson have been great assets and we appreciate the expertise they bring to our team! Judge Nelson is also a magistrate for the Treatment Court Program and on the Board ofDirectors.

Drug Court is doing well and we have been busier than usual. We could not make it without the continued support ofthe City of Rock Springs. In addition to the above, it is financially beneficial for all ofus. This past summer we had three drug free babies born to our clients, saving the community hundreds ofthousands ofdollars. The partnership we share to address the drug and alcohol problems in our community is crucial and together we are making a difference one client at a time.

Thank you again and should you have any questions, please feel free to give me a call.

Sincerely yours, ~ Sandi Henderson Coordinator PO Box 398 Rock Springs, WY 82902 307-362-3771 [email protected] www.rockspringschamber.com October 22, 2012

The Honorable Mayor Carl Demshar City of Rock Springs 212 D Street Rock Springs, WY 82901

Dear Mayor Demshar and City Council:

The Rock Springs Chamber of Commerce Retail Committee has set the date for "The 15th Annual Lighted Holiday Parade" on December 1,2012 at 5:30 p.m. The proposed route will begin on C Street, turn East on South Main, turn right onto Broadway and proceed under the underpass to M Street, turn left onto Pilot Butte to K Street, right onto North Front, right onto Elk Street, and finally left onto Grant Street. The floats 'YVill then disperse into the parking lot of Vase Funeral Home or over the A Street viaduct.

We are requesting permission to use this route for the parade on December 1,2012 from 12:00 p.m. to 7:30 p.m. We will be lining the participants up beginning at the old hospital on C Street around 3 :00 p.m. The intersections on C Street will need to be barricaded at 3:00p.m. We will also require a police escort for the parade beginning at 5:00 p.m.

We have been contacting interested parties and people are excited about this year's Holiday Parade. The Chamber Retail Committee is confident that this event will result in more shoppers for our downtown merchants. To help keep patrons in the downtown area before and after the parade, we are planning the Lighted Holiday Parade in conjunction with Christmas in the Park at Bunning Park and The Festival of Trees in the Broadway Theatre. At the end ofthe parade, Santa will be at Christmas in the Park to meet with children and hand out candy and the Festival ofTrees will hold their auction.

We would like to thank you for helping the Rock Springs Chamber of Commerce in prorrloting the community and creating a strong local economy. The Lighted Holiday Parade is a yearly reminder of the commitment ofthe City of Rock Springs, Chamber of Commerce and community members to improve our great city.

Sincerely, ~{~ Debbie Orr Dave Hanks Board President CEO Rock Springs Chamber of Commerce Rock Springs Chamber of Commerce

Bringing Businesses and Communities Together AGENDA

Green River/Rock Springs/Sweetwater County Joint Powers Water Board

Tuesday, October 30,2012 3:00 p.m.

Joint Powers Water Board Facility #3 Telephone Canyon Road Green River, WY

I. Call to Order Chairman

II. Approval of Agenda Chairman

III. Approval of September 27,2012 Meeting Minutes Chairman

IV. Approval of September 2012 Financials Chairman

V. Approval of September 2012 Disbursements Chairman

VI. Public Concerns Chairman

VII. General's Manager's Report Ben Bracken a) Project Updates b) Other

VIII. Next Meeting Chairman

IX. Adjournment Chairman

Attachments

Water Usage Chart Elan Credit Card Green River - Rock Springs - Sweetwater County Meeting Minutes Joint Powers Water Board 1 September 27,2012 MEETING MINUTES

I. CALL TO ORDER

The Joint Powers Water Board met at Rock Springs City Hall, Council Chambers, Rock Springs, Wyoming. Vice Chairman Harris called the meeting to order at 3:00 pm. A quorum was established with Mr. AI Harris (SW CO), Mr. Tom Jacobsen (GR), Mr. Phillip Luzmoor (GR), and Mr. Don Hartley (RS) in attendance. Mr. Gene Legerski (RS) was absent. Staff in attendance; Ben Bracken (General Manager), Bryan Seppie (Dir. Engr/Planning), and Aldena Cherva (Office Manager), Robin Toone (WTP Supervisor).

II. APPROVAL OF AGENDA

Mr. Jacobsen moved to approve the agenda and Mr. Luzmoor seconded the motion. The motion passed unanimously.

III. APPROVAL of August 30, 2012 SPECIAL MEETING MINUTES

Mr. Luzmoor moved to approve and Mr. Hartley seconded the motion. The motion passed unanimously.

IV. APPROVAL of August 2012 FINANCIALS

Mr. Jacobsen moved to approve and Mr. Hartley seconded the motion. The motion was voted upon and passed unanimously.

V. APPROVAL of August 2012 DISBURSEMENTS

Mr. Jacobsen moved to approve and Mr. Luzmoor seconded the motion. The motion passed unanimously.

VI. PUBLIC CONCERNS

None

VII. General Manager's Report

A - Acceptance of Bids and Award of Contract - Clearwell Repairs & Mocifications Mr. Bracken directed the attention of the Board to the emailed recommendation from AVI. He stated that two bids had been received for the project and that after review, AVI recommends that both bids be accepted (Reiman and Restructure) and that the contract be awarded to Reiman with the alternative roofing bid. Mr. Bracken concurs with the recommendation. The total bid price with alternative roof is $624,070. Green River - Rock Springs - Sweetwater County Meeting Minutes Joint Powers Water Board 2 Mr. Hartley moved to accept both bids, Reiman corp. and Restructure Corp. and award the contract to Reiman Corp in the amount of$624,070. Mr. Luzmoor seconded the motion. The motion passed unanimously.

B- Employee Reference Guide/Personnel Procedures Mr. Bracken stated that is was practice to review the Employee Reference Guide every few years to determine continued applicability and revise as needed. The draft of the revision for Board approval is included in the Board Packets. Mr. Bracken asked if there were questions from the Board. The Board clarified a couple of issues.

Mr. Jacobsen moved to approve the Employee Reference Guide (revision dote October 1, 2012) and Mr. Hartley seconded the motion. The motion passed unanimously.

Mr. Luzmoor moved to approve the Personnel Procedures (revision dote October 1, 2012) and Mr. Hartley approved the motion. It was voted upon and passed unanimously.

C- Project Updates Mr. Bracken said that tomorrow (September 28) there will be a roof cap poured on the new tank at Reliance. This project will then be structurally complete and water quality testing will begin along with some remaining finishing work. It is on track to complete on schedule.

Regarding the Green River south project, Mr. Bracken said that the system has been operating for several weeks with only some minor electronic modifications being made.

D - Other Mr. Bracken said that CRWUA is December 12-14 this year. Any Board members interested in attending should contact Aldena for reservations.

VIII. NEXT MEETING The next meeting will be a Special Board Meeting. It will be held in Green River at the Water Treatment Plant at 3:00 pm on Tuesday, October 30.

IX. ADJOURNMENT There being no further business to come before Board the Chairman adjourned the meeting at 3:35 pm

Approved Approved

Board Member Gene legerski, Chairman 7:55AM Joint Powers Water Board 10/09/12 Cash Basis Profit & Loss Budget vs. Actual

July 2012 through June 2013 TOTAL Sep 12 Jul '12 - Jun 13 Budget 0/0 of Budget Ordinary Income/Expense Income 4100 . Water Sales 4110· Water Sales - Simplot 76,864.92 248,469.21 846,600,00 29,35% 4120· Water Sales - Rock Spring 497,978.66 1,491,961,01 3,215,500.00 46.4% 4122· Water Sales· White Mountain 17,627.44 52,731.56 105,000.00 50.22% 4124' Water Sales· Ten Mile 5,289.39 15,509,82 20,000.00 77.55% 4126' Water Sales· Clearview 6,033,92 17,977.67 22,600.00 79.55% 4130· Water Sales - Green River 219,432.35 663,529.81 1,173,800.00 56.53% Total 4100 . Water Sales 823,226.68 2,490,179.08 5,383,500.00 46.26%

4200 . Int Inc 4201 . Interest Income General Funds 3,273.04 8,789,38 43,900.00 20.02% 4210· Int - 8007-920 Cap Imp WP 9.19 28.19 1,550,00 1.82% 4240 . Int WWDC Cap Imp 312.83 95903 3,000.00 31.97% 4289 . Int Income Commerce Bank C/O 0.00 0,00 25.00 0.0% 4291 . Interest Income Depreciation Re 247.40 247.40 1,500,00 16.49% 4293 . Int Income· WGIF 2.40 8.73 25.00 34.92% Total 4200 . Int Inc 3,844.86 10,032.73 50,000.00 20.07%

4400 . Other Income 4435 . SRF #029 0.00 0.00 64,200.00 0,0% 4450 . Reliance· RS and WWDC Reimb 397,274,51 683,440,17 2,364,000.00 28.91% 4460 . Raw Water· WWDC Reimbursement 31,013.34 84,384.46 1,106,400.00 7.63% 4461 . Borrowed Funds SRF #136 267,331,18 267,331.18 4480' SRF 2001 Rock Springs # 010 0,00 0.00 116,100.00 0,0% 4485 • 2007 SLIB Loan RlS #066 0.00 0.00 75,000.00 0,0% Total 4400 . Other Income 695,619.03 1,035,155.81 3,725,700.00 27.78%

Total Income 1,522,690.57 3,535,367.62 9,159,200.00 38,6%

Gross Profit 1,522,690.57 3,535,367.62 9,159,200.00 38.6%

Expense 5100· Payroll, Taxes & Benefits 5110 . Salaries & Wages· Regular 59,691,60 209,365.80 920,000.00 22.76% 5115 . Salaries & Wages· Overtime 82.80 456.36 1,000.00 45.64% 5117 . Sal. & Wages· Shift Diff. 361,50 1,261.25 6,300.00 20,02% 5119 . Sal. & Wages· HoI. Worked 1,636.00 3,332,00 13,800.00 24.15% 5120 . Social Security/Medicare 4,728.09 16,411.67 76,000.00 21.59% 5125 . Workers Compo 1,558,30 1,558.30 8,300,00 18.78% 5130' Unemployment Taxes 0,00 0,00 10,400,00 0,0% 5135' Wyoming Retirement 8,722.19 30,275.45 135,000.00 22.43% 5137 . 457 Board Contributions 220.00 770,00 3,600.00 21,39% 5140· Employee Health Insurance 14,175.15 41,638.14 230,000.00 18.1% 5141 . HSA Contributions 4,274,75 12,823.75 64,000.00 20.04% Total 5100 . Payroll, Taxes & Benefits 95,450.38 317,892.72 1,468,400.00 21.65%

5500 . Commuting Expenses Clearing Acc 0.00 0.00 6001 . 0 & M Expenses 6024 . Unemployment Reserve 0.00 10,400,00 6025 . Debt Reserve 189,109.00 567,327.00

Page 1 of 3 ..

7:55AM Joint Powers Water Board 10/09/12 Cash Basis Profit & Loss Budget vs. Actual

July 2012 through June 2013 TOTAL Sep 12 Jul '12 - Jun 13 Budget % of Budget 6099 . Loan Origination Fee 0.00 0,00 1,000.00 0,0% 6100 . TravellTraining-Staff 302.13 555.13 12,000.00 4.63% 6102 . TravellTralning-Board 0.00 0.00 7,500.00 0.0% 6105' Community Affairs 0.00 0.00 2,000,00 0.0% 6110 . Dues/Subscriptions 0.00 178.00 6,000,00 2.97% 6115· Postage/Shipping 40.85 60.51 1,500.00 4,03% 6117' Office Supplies 79,99 257.97 4,000.00 6.45% 6118' Software 0.00 0,00 7,500.00 0.0% 6119' Office Equipment 0.00 0.00 5,000.00 0.0% 6120· Notices/Adveritsements 16.64 232.97 2,500.00 9,32% 6125 . Telephone/Internet 1,115,00 3,099,88 15,000.00 20.67% 6130' Janitorial/Garbage 709.78 2,190.36 10,000.00 21.9% 6135' Bank Service Fees 26.59 93.52 500.00 18.7% 6136' Investment Expenses 0.00 0.00 5,000.00 0.0% 6137' Legal Fees 3,723.00 6,623.00 30,000.00 22.08% 6138 . Lease and Easements 0.00 0.00 5,000.00 0,0% 6140 . Other Professional Fees 0.00 225.00 75,000.00 0,3% 6145' Insurance (D&O/L1ab) 0.00 0,00 98,000,00 0.0% 6150 . Lubricants 0.00 0.00 1,500.00 0.0% 6152 . Supplies 221.40 839.85 4,000.00 21.0% 6153' Tools/Equipment 0.00 0.00 4,000,00 0.0% 6158· Vehicle Costs/Fuel 1,052.31 1,821.21 17,000.00 10,71% 6161 . Rehabilitation - Old Plant Site 0.00 0.00 2,000.00 0.0% 6162· Site Maintenance 159.94 463.42 40,000.00 1.16% 6164 . Process Maintenance 927.62 3,987.02 100,000.00 3.99% 6165 . Ponds & Tanks 0.00 0.00 14,500.00 0.0% 6170 . Electricity 85.215.72 173,357.47 770,000.00 22.51% 6172 . Gas (Heat) 1,177.00 3,822.29 82,500.00 4.63% 6175· Cathotic Protection Maintenance 0.00 0.00 17,000.00 0.0% 6177 . Water Testing 88.78 600.27 6,000.00 10.01% 6180 . Dedicated Phone Lines 95.90 191.80 1,500.00 12.79% 6182 . Telemetry/Maint 0.00 0.00 3,000.00 0.0% 6190' Chemicals-Liquid Oxygen 31,682.56 73,294.82 175,000.00 41.88% 6191 . GAC, Caustic 10,000.00 30,000.00 120,000.00 25.0% 6192 . Chemicals-Other 0.00 528.85 4,000.00 13.22% 6193 ' Chemicals - Ferric Sulfate 14,587.95 26,407.28 63,000.00 41.92% 6194' Chemicals - Chlorine 4,800.00 9,000.00 16,000.00 56.25% 6195' Chemicals - Polymer 0.00 19,800.00 40,000.00 49.5% 6197· Employee Safety/Clothing 0.00 0.00 4,000.00 0.0% 6198 . Depreciation Reserve 39,550.00 118,650.00 474,600.00 25.0% Total 6001 ·0& M Expenses 384,682.16 1,054,007.62 2,247,100.00 46.91%

8100 . Debt Service 8130' WWDC Debt Service 0.00 0.00 435,000.00 0.0% 8140 . SRF Loan Debt Service 0.00 0.00 267,300.00 0,0% 8160· SRF 2001 RS Debt Service (#010) 0.00 0,00 116,100.00 0.0% 8165' DWSRF # 029 RS 0.00 0.00 64,200,00 0.0% 8167 . SRF #66 Rock Springs 0.00 0.00 75,000.00 0.0% 8173 . SLiB Loan #068 (Solids Handling 0.00 0.00 25,700.00 0.0% 8175 . SLIB/99Bonds Debt Service 1,282,942.57 1,282,942.57 1,283,000,00 100.0% Total 8100 . Debt Service 1,282,942.57 1,282,942.57 2,266,300.00 56.61%

Page 2 of3 7:55AM Joint Powers Water Board 10/09/12 Cash Basis Profit & Loss Budget vs. Actual

July 2012 through June 2013 TOTAL Sep 12 Jul'12 - Jun 13 Budget % of Budget

9100· Capital Improvements 09-13· Cap Imp FY 2013 13,450.00 20,138.89 200,000.00 10.07% 9105, Raw Water Reservoir 61,412.55 167,097.93 915,000.00 18.26% 9110 . Reliance 397,274.51 683,440.17 2,364,000.00 28.91% 9115 • Clearwell Modifications 33,514.12 47,216.87 1,400,000.00 3.37% Total 9100 . Capital Improvements 505,651.18 917,893.86 4,879,000.00 18.81 %

Total Expense 2,268,726.29 3,572,736.77 10,860,800.00 32.9%

Net Ordinary Income -746,035.72 -37,369.15 ·1,701,600.00 2.2%

Net Income -746,035.72 -37,369.15 -1,701,600.00 2.2%

Page 30f 3 Disbursements Listing September 2012

Vendor ck# Description Amount

Payroll efts W/E 9-8-2012 20,346.02 Dept of the Treasury efts W/E 9-8-2012 8,523.55 HSABank 2765 HSA Cont 4,274.75 NCPERS 2766 Life Deds 144.00 Orchard Trust 2767 457 Cont 3,340.00 Sweetwater Federal C/U 2768 C/U Deds 730.00 Wyo Child Support 2769 CIS 863.07 Air Products 6912 LOX 18,755.26 Castle Cleaning 6913 Janitorial 600.00 Century Link 6914 Long Distance 79.98 City of Green River 6915 Garbage 46.02 Elan Financial Services 6916 Credit Card Charges 3,064.27 Mathey Law Office 6917 Legal Services 3,723.00 Questar 6918 Gas 1,177.00 Rocky Mountain Power 6919 Electricity 85,215.72 Sw County Health 6920 Water Testing 60.00 Thatcher 6921 Ferric 7,898.71 Union Telephone 6922 Cell Service 201.63 High Desert Polaris 6923 Polaris Ranger 13,450.00 AVIPC 6924 Clearwell Modifications 25,799.12 DeBernardi Construction 6925 Reliance Tank 371,934.88 KB Engineering 3926 Clearwell Modifications 7,715.00 Nelson Engineering 3927 Raw Water & Reliance 86,752.18 Payroll efts W/E 9-22-2012 19,723.76 Dept of the Treasury efts W/E 9-22-2012 8,116.52 Wyo Retirement System 2270 Sept cont 8,722.19 Wyo Workers Comp 2271 W/C Premiums 1,558.30 Orchard Trust 2272 457 Cont 3,340.00 Sweetwater Federal C/U 2273 C/U Deds 730.00 Wyo Child Support 2274 CIS 863.07 Air Products 6928 LOX 12,927.30 Blue Cross 6929 Health Ins 14,175.15 Century Link 6930 Telephone 758.44 DPC Industries 6931 Chlorine 4,800.00 SUB 6932 DWSRF #44 Loan Payment 1,282,942.57 Thatcher 6933 Ferric 6,689.24 2,030,040.70

Page 1 WATER USAGE FOR ROCK SPRINGS. GREEN RIVER, DISTRICTS. SIMPLOT (in Million Gallons) multiply by 1.000.000 Fiscal Year Outlying Year to Date Outlying Mo. Consumed Rock Springs Green River Districts Simplot TOTAL Rock Springs Green River Districts Simplot

2009-2010 June 224.245 103.705 11.515 48.602 388.067 224.245 103.705 11.515 48.602 Jul~ 311.840 162.356 16.897 49.783 540.876 536.085 266.061 28.412 98.385 296.579 148.153 16.131 60.257 521.120 832.664 414.214 44.543 158.642 er 236.301 113.411 12.756 56.894 419.362 1,068.965 527.625 57.299 215.536 October 108.599 39.454 6.962 57.270 212.285 1,177.564 567.079 64.261 272.806 November 94.410 33.304 6.517 29.791 164.022 1.271.974 600.383 70.778 302.597 December 106.559 35.481 7.384 39.447 188.871 1,378.533 635.864 78.162 342.044 Janua!X 113.530 35.468 7.848 45.385 202.231 1,492.063 671.332 86.010 387.429 Februa!X 99.568 30.361 6.753 38.964 175.646 1,591.631 701.693 92.763 426.393 March 102.163 35.169 7.115 42.931 187.378 1,693.794 736.862 99.878 469.324 Aeril 106.317 36.386 6.722 51.060 200.485 1,800.111 773.248 106.600 520.384 l\1Iay ~43.360 63.685 7J~53 44.116 25~lH4 ~,943.47~ S36.933 H4.553 584.500 FY Total 1,943.471 836.933 114.553 564.500 3,459.457

2010-2011 June 232.962 120.402 12.891 48.638 414.893 232.962 120.402 12.891 48.638 Jul~ 310.883 163.965 16.995 53.732 545.575 543.845 284.367 29.886 102.370 Au~ust 297.577 152.036 16.032 48.894 514.539 841.422 436.403 45.918 151.264 Se~tember 250.360 117.858 13.007 50.573 431.798 1.091.782 554.261 58.925 201.837 October 147.074 56.101 8.568 49.170 260.913 1.238.856 610.362 67.493 251.007 l\.Iovember 96.927 34.233 6.677 39.812 177.649 1.335.783 644.595 74.1;0 ~90.819 December 101.486 32.562 7.253 42.034 183.335 1,437.269 677.157 81.423 332.853 Janua!X 104.612 33.494 7.722 51.453 197.281 1,541.881 710.651 89.145 384.306 Februa!X 98.312 30.018 6.736 44.015 179.081 1.640.193 740.669 95.881 428.321 March 103.929 31.673 7.042 49.750 192.394 1.744.122 772.342 102.923 478.071 April 98.729 33.049 6.794 44.610 183.182 1.842.851 805.391 109.717 522.681 l\1Iay ; 30.7:3~ 54.017 8.402 43.035 236.~B5 t973.582 B59.40B ~ Hli;9 565.7H3 FY Total 1,973.582 859.408 118.119 565.716 3,516.825

2011-2012 226.233 115.425 12.932 28.374 382.964 226.233 115.425 12.932 28.374 278.762 133.570 14.781 52.849 479.962 504.995 248.995 27.713 81.223 304.224 155.843 16.808 51.509 528.384 809.219 404.838 44.521 132.732 r 240.272 116.049 13.199 49.903 419.423 1.049.491 520.887 57.720 182.635 138.537 48.411 8.484 39.296 234.728 1.188.028 569.298 66.204 221.931 November 99.372 30.763 6.508 53.029 189.672 1.287.400 600.061 72.712 274.960 December 106.580 31.398 7.244 62.632 207.854 1.393.980 631.459 79.956 337.592 Janua!X 111.207 33.725 6.985 56.291 208.208 1.505.187 665.184 86.941 393.883 Februa~ 94.916 31.596 6.305 40.082 172.899 1.600.103 696.780 93.246 433.965 March 105.084 33.958 6.556 42.114 187.712 1,705.187 730.738 99.802 476.079 Aeril 130.707 43.483 7.556 43.746 225.492 1,835.894 774.221 107.358 519.825 l\1Iay 237.767 ~ ~B.452 13.021 33.315 402.555 2,073.661 B92.67:3 120.379 553.140 FY Total 2,073.661 892.673 120.379 553.140 3,639.853

2012-2013 June 315.881 159.661 17.941 49.420 542.903 315.881 159.661 17.941 49.420 Jul~ 325.182 172.831 18.995 61.255 578.263 641.063 332.492 36.936 110.675 August 321.168 164.287 18.672 49.574 553.701 962.231 496.779 55.608 160.249 Seetember 247.079 117.792 14.229 54.659 433.759 1,209.310 614.571 69.837 214.908 October 0.000 1,209.310 614.571 69.837 214.908 November 0.000 1,209.310 614.571 69.837 214.908 December 0.000 1,209.310 614.571 69.837 214.908 Janua!X 0.000 1,209.310 614.571 69.837 214.908 Februa~ 0.000 1.209.310 614.571 69.837 214.908 March 0.000 1,209.310 614.571 69.837 214.908 April 0.000 1,209.310 614.571 69.837 214.908 l'iiray rumo ',209.310 614.57' 69.837 214.908 FY Total 1,209.310 614.571 69.837 214.908 2,108.626 9:58 AM Joint Powers Water Board 10/08/12 Elan Credit Card Charges Cash Basis October 8, 2012

Oct 8,12 Ordinary Income/Expense Expense 6001 . 0 & M Expenses 6115 . Postage/Shipping 298.85 6120· Notices/Adveritsements 19.02 6125· Telephone/lnternet 74.95 6150 . Lubricants 103.23 6152 . Supplies 76.66 6153· Tools/Equipment 242.44 6158 . Vehicle Costs/Fuel 1,217.53 6162 . Site Maintenance 551.99 6164 . Process Maintenance 1,069.83 6177 . Water Testing 27.09 6180 . Dedicated Phone Lines 95.90 Total 6001 . 0 & M Expenses 3,777.49

Total Expense 3,777.49

Net Ordinary Income -3,777.49

Net Income -3,777.49

Page 1 eliminating racism empowering women ywca Sweetwater County

October 26, 2012

Dear Mayor Demshar,

On behalf of the YWCA Board of Directors and the Celebrating Women of Distinction planning committee I would like to thank you for your support of the 1st Annual Celebrating Women of Distinction Event. The support from The City of Rock Springs allowed the planning committee to successfully produce an event that brought women from all walks of life together to benefit the YWCA of Sweetwater County.

th The event held on October 20 , honored fifteen women who were nominated as "women of distinction" in Sweetwater County. Three women were chosen as the 2012 Women of Distinction in the following categories; Frances Hay, Woman of Legacy; Mary Thoman Ph.d, Professional Woman of Distinction and Maliha Owens, Young Woman on the Move. Over 100 individuals throughout the county attended the High Tea to support the YWCA and honor each of these outstanding women.

Again, thank you and our friends at The City of Rock Springs for your support of the event and the YWCA.

Sincerely, ------..,. '--­.--­ ____ ~~r Joyc orcoran Financial Development Chair

Mailing Address: YWCA of Sweetwater County, P.O. Box 1667, Rock Springs, WY 82902

Rock Springs Office Support and Safe House Office Rock Springs Childcare 307-352-6635 307-352-6630 307·352·6639 307-872-3253 307·872·3251 Green River Childcare 307 -352·6640 (Fax) 307-352·6633 (Fax) 307-872-3252

City Council Agenda

Bills and Claims

PREPARED 11/02/2012, 9:10:22 EXPENDITURE APPROVAL LIST PAGE 1 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0022557 00 FLEXSHARE BENEFITS 000538 00 11/01/2012 113-1801-415.31-35 Admin of Flexshare Ben 225.00 VENDOR TOTAL * 225.00 TOTAL EXPENDITURES **** 225.00 GRAND TOTAL ******************** 225.00

'et PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 1 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0023172 00 ALL PRO TURBO LINING 8312 PI2128 084779 00 11/01/2012 130-1601-437.43-10 SERVICES 1,100.00 VENDOR TOTAL * 1,100.00 .­ 0023339 00 ALPINE INVESTMENTS 314 000474 00 10/23/2012 295-3508-463.40-10 NOV 2012-ALYSHA BURGE 567.00 VENDOR TOTAL .. 567.00 0021271 00 AMAZON/GE BANK 131145 PI2083 084757 10/31/2012 110-1201-421.61 30 POLICE EQUIPMENT & SUPPLY 240.52 VENDOR TOTAL .. 240.52­ 0018671 00 AMERICAN PLANNING ASSOC 2193501285 PI2002 084696 00 10/24/2012 110 1901-417.32-10 SERVICES 430.00 VENDOR TOTAL * 430.00'­ 0023164 00 AMERICAN CROSS-HEALTH & SAFETY 10164581 PI2130 0847 00 11/01/2012 110-1403-451.32 10 EDUCATIONAL SERVICES 35.00 VENDOR TOTAL * 35.00­ 0022198 00 AMIGOS EQUIPMENT CORP 0307131 PI1976 084682 00 10/23/2012 110-1303-431.61-20 FASTENERS, FASTENING DEVS 58.81 VENDOR TOTAL * 58.81­ 0022446 00 PUBLISHING 20381875 084664 00 10/23/2012 110-3401-454.61-33 MUSEUM SUPPLIES 217.60 VENDOR TOTAL .. 217.60­ 0019911 00 ARNOLD LAW OFFICES 131051 PI1903 084634 00 10/19/2012 110-1105-412.33-02 SERVICES 290.00 VENDOR TOTAL .. 290.00 .­ 0003322 00 ARNOLD, 244 000475 10/23/2012 2 508-463.40-10 NOV 20 -STEVEN HAWORTH 329.00 260 000476 00 10/23/2012 2 508-463.40-10 NOV 20 -DANIEL ORTEGA 491.00 VENDOR TOTAL * 820.00 21810 00 ARROWHEAD CONCRETE 3386 PI2131 084782 00 11/01/2012 130-1601-437.4 -10 CONCRETE & CORRGTD METALS .50 3454 PI2132 084782 00 11/01/2012 130-1601-437.4 10 CONCRETE & CORRGTD METALS .00 VENDOR TOTAL .. 989.50­ 0022690 00 ASHLAND 130096131 PI2133 084783 00 11/01/2012 130-1601-437.61-30 CHEMICAL, COMMERCIAL,BULK 7,193.23 VENDOR TOTAL * 7,193.23­ 0020912 00 ASPHALT SERVICES 1312 PI20 6 084717 00 10/31/2012 110-1401-452.6 -30 CONCRETE & CORRGTD METALS 685.00 1311 PI2 2 084724 00 10/29/2012 110-1404-451.7 02 MAINTENANCE AND REPAIR 425.00 VENDOR TOTAL * 1,110.00 .... 0000999 00 BEECH, KARA PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 2 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR EFT OR INVOICE VOUCHER P.~. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0000999 00 BEECH, KARA 000546 00 11/02/2012 110-1101-411.32-10 Wyo Soc Human Resource 250.00 VENDOR TOTAL * 250.00­ 0000999 00 BEECH, KARA 000547 00 11/02/2012 110-1101-411.58-01 Travel Reimbursement 413.34 VENDOR TOTAL * 413.34/ 0000347 00 BOB'S PLUMBING A216 PI2134 084784 00 11/01/2012 110-1402-451.61-20 EQUIPMENT MAINT & REPAIR 343.20 VENDOR TOTAL * 343.20­ 0022448 00 BOTTOMLINE TECHNOLOGIES MINV1300946 PI1938 084665 00 10/23/2012 110-1107-418.43-01 COMPUTERS,DP & WORD PROC. 3,386.39

VENDOR TOTAL -k 3,386.39­ 0018746 00 BSN SPORTS 94956 72 PI2043 084725 00 10/29/2012 1l0-l40 51.43-10 FURNITURE, OFFICE 531. 94971 7 PI2044 084726 00 10/29/2012 110-14 51.74-10 SPORTING & ATHLETIC EQUIP 104. VENDOR TOTAL * 636.57­ 0022384 00 C.E.M. AQUATICS 95860 PI1898 084629 00 10/19/2012 110-1405 451.61-20 ICE ARENA SUPPLIES 54.16 95718 PI1905 084636 00 10/19/2012 110-1405-451.61-20 EQUIPMENT MAINT & REPAIR 701.94 VENDOR TOTAL * 756.10 -­ 0022708 00 CARRINGTON POINTE APARTMENTS 313 000477 00 /23/2012 295-3508-463.40-10 NOV 2012-KEVIN ELKIN 264.00 308 000478 00 /23/2012 295-3508-463.40-10 NOV 2012-MARGARET POLITI 350.00 311 000479 00 /23/2012 295-3508-463.40-10 NOV 2012-MAEVE FITZGERALD 184.00 283 000480 00 /23/2012 295-3508-463.40­ NOV 2012-MICHAEL FITCHORN 456.00 274 000481 00 10/23/2012 295-3508-463.40­ NOV 2012-DONNA MCCONNELL 323.00 235 000482 00 10/23/2012 29 3508-463.40­ NOV 2012-CURTIS E BATTY 545.00 246 000483 00 10/23/2012 29 3508-463.40-10 NOV 2012-ANN BENNETT 447.00 259 000484 00 10/23/2012 29 -3508-463.40-10 NOV 2012-BILLIE MATTINSON 383.00 281 000485 00 10/23/2012 29 3508-463.40 10 NOV 2012-SUE ANN MCGUIRE 667.00 245 000486 00 10/23/2012 29 3508-463.40-10 NOV 2012-JUDY BLOUNT 527.00 266 000487 00 10/23/2012 29 -3508-463.40-10 NOV 2012-JEAN SCOTT 362.00 270 000488 00 10/23/2012 295-3508-463.40-10 NOV 2012-JUDITH MCIRVIN 124.00 228 000489 00 10/23/2012 295-3508-463.40-10 NOV 2012-BELLE EPPERSON 306.00 253 000490 00 10/23/2012 295-3508-463.40-10 NOV 2012-JEANETTE SANCHEZ 28.00 268 000491 00 10/23/2012 295-3508-463.40-10 NOV 2012-DEREK MILLER 405.00 249 000492 00 10/23/2012 295-3508-463.40-10 NOV 2012-CHARLOTTE WILLIT 611.00 272 000493 00 10/23/2012 295-3508-463.40-10 NOV 2012-KORRI CASPER 479.00 267 000494 00 10/23/2012 295-3508-463.40-10 NOV 2012-DAVID REED 708.00 277 000495 00 10/23/2012 2 3508-463.40-10 NOV 2012-BARBARA MOTTONEN 160.00 279 000496 00 10/23/2012 2 3508-463.40-10 NOV 2012-MARY LONNEVIK 535.00 302 000497 00 10/23/2012 295-3508-463.40-10 NOV 2012-JILL BUTTS 230.00

VENDOR TOTAL -k 8,094.00 0023229 00 CDM CONSTRUCTORS, INC.

.",... PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 3 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0023229 00 CDM CONSTRUCTORS, INC. 60030469 4 PI2125 082277 00 11/01/2012 130-1601-573.70-23 PUBLIC WORKS/RELATED SERV 1,186,030.49 VENDOR TOTAL * 1,186,030.49 -­ 0020280 00 CDW COMPUTER CENTERS INC Q946215 PI1733 00 10/16/2012 110-1201-421.60-01 COMPUTERS,DP & WORD PROC. CHECK #: 29029 300.90­ VENDOR TOTAL * .00 300.90­ 0021101 00 CDW GOVERNMENT R368027 PI1942 084667 00 10/23/2012 110-1107-418.74-15 COMPUTERS,DP & WORD PROC. 29.61 R368029B PI1943 084667 00 10/23/2012 110-1107-418.74-15 COMPUTERS,DP & WORD PROC. 11. 21 R441694 PI1944 084668 00 10/23/2012 110-1107-418.74-15 COMPUTERS,DP & WORD PROC. 445.08 Q946215DUP PI1904 084635 00 10/19/2012 110-1201-421.60-01 COMPUTERS,DP & WORD PROC. 300.90 Q741162 Pll~39 084666 00 10/23/2012 110-1201-421.61-20 COMPUTERS,DP & WORD PROC. 68.12 R725155 PI1940 084666 00 10/23/2012 110-1201-421.61-20 COMPUTERS,DP & WORD PROC. 29.02 R751327 PI1941 084666 00 10/23/2012 110-1201-421.61-20 COMPUTERS,DP & WORD PROC. 68.12­ R865823 PI2084 084758 00 10/31/2012 110-1201-421.60-01 COMPUTERS,DP & WORD PROC. 305.73 VENDOR TOTAL * 1,121.55-­ 0019418 00 CENTENNIAL SALES INC 40111 PI2014 084663 00 10/26/2012 110-1405-451.61 3 ICE ARENA SUPPLIES 2,021.67 40112 PI2015 084663 00 10/26/2012 110-1405-451.61­ 3 ICE ARENA SUPPLIES 478.80 40113 PI2016 084663 00 10/26/2012 110-1405-451.61 3 ICE ARENA SUPPLIES 129.60 VENDOR TOTAL * 2,630.07­ 0023060 00 CENTURYLINK 000144 00 11/02/2012 110-1101-411.53-01 CENTURYLINK 152.80 000145 00 11/02/2012 110-1102-412.53-01 CENTURYLINK 91. 65 000146 00 11/02/2012 110-1103-415.53-01 CENTURYLINK 122.24 000220 00 11/02/2012 110-1104-419.53-01 CENTURYLINK 93.80 000147 00 11/02/2012 110-1105-412.53-01 CENTURYLINK 122.24 000163 00 11/02/2012 110 1106-462.53-01 CENTURYLINK 232.03 000162 00 11/02/2012 110-1107 418.53-01 CENTURYLINK 30.56 000221 00 11/02/2012 110-1201-421.53-01 CENTURYLINK 767.99 000148 00 11/02/2012 110-1202-425.53-01 CENTURYLINK 61.12 000449 00 11/02/2012 110-1205-422.53-01 CENTURYLINK 781.06 000149 00 11/02/20 110-1301-433.53-01 CENTURYLINK 61.12 000453 00 11/02/20 110-1303-431.53-01 CENTURYLINK 126.40 000222 00 11/02/201 110-1304-434.53-01 CENTURYLINK 122.24 000153 00 11/02/2012 110-1401-4 .53-01 CENTURYLINK 274.95 000154 00 11/02/2012 110-1402-4 .53-01 CENTURYLINK 275.04 000155 00 11/02/2012 110-1403-4 .53-01 CENTURYLINK 30.56 000156 00 11/02/2012 110-1404-4 1.53-01 CENTURYLINK 156.70 000157 00 11/02/2012 110-1405-451.53-01 CENTURYLINK 244.48 000150 00 11/02/2012 110-1901-417.53-01 CENTURYLINK 91. 68 000151 00 11/02/2012 110-1902-424.53-01 CENTURYLINK 30.56 000152 00 11/02/2012 110-1903-417.53-01 CENTURYLINK 61. 12 000160 00 11/02/2012 110-3401-454. -01 CENTURYLINK 91. 68 000461 00 11/02/2012 130-1601-437. -01 CENTURYLINK 421.07 000159 00 11/02/2012 130-1602-416. 1 CENTURYLINK 76.40 PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 4 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0023060 00 CENTURYLINK 000158 00 11/0212012 150-3301-416.53-01 CENTURYLINK 76.40 000462 00 11/02/2012 150-3302-436.53-01 CENTURYLINK 152.80 000161 00 11/02/2012 250-3501-463.53-01 CENTURYLINK 122.24 VENDOR TOTAL * 4,870.93/ 0000999 00 CHAVEZ, VERNICE 000548 00 11/02/2012 110-0000-363.30-00 Rental Fee Refund 100.00 VENDOR TOTAL * 100.00 --- 0019413 00 CITY OF GREEN RIVER 20130000012DUP2PI2011 084700 00 10/24/2012 110-1303-571.71-08 SERVICES 32,989.83 VENDOR TOTAL * 32,989.83 -- 0003487 00 CITY OF ROCK SPRINGS 000029 00 10/30/2012 110-1101-411.20-11 CITY HEALTH 623.82 000030 00 10/30/2012 110-1102-412.20-11 CITY HEALTH 5,354.53 000031 00 10/30/2012 110-1103 15.20-11 CITY HEALTH 9,444.07 000032 00 10/30/2012 110-1104 19.20-11 CITY HEALTH 2,997.85 000033 00 10/30/2012 110 1105­ 12.20-11 CITY HEALTH 3,621.66 001571 00 10/30/2012 110-1106 62.20-11 CITY HEALTH 623.82 000034 00 10/30/2012 110-1107-418.20-11 CITY HEALTH 4,089.54 000035 00 10/30/2012 110-1201-421.20-11 CITY HEALTH 67,286.87 000036 00 10/30/2012 110-1202-425.20-11 CITY HEALTH 1,888.81 000037 00 10/30/2012 110-1205-422.20-11 CITY HEALTH 50,755.46 000038 00 10/30/2012 110-1301-433.20-11 CITY HEALTH 4,730.71 000039 00 10/30/2012 110-1303-431.20-11 CITY HEALTH 14,365.40 000040 00 10/30/2012 110-1304 434.20-11 CITY HEALTH 2,841.89 000041 00 10/30/2012 110-1401-452.20-11 CITY HEALTH 4,886.66 000042 00 10/30/2012 110-1402-451.20-11 CITY HEALTH 10,553.11 000043 00 10/30/2012 110-1403-451.20-11 CITY HEALTH 2,356.68 000044 00 10/30/2012 110-1404-451.20-11 CITY HEALTH 10,397.15 000045 00 10/30/2012 110-1405-451.20-11 CITY HEALTH 16,999.30 000056 00 10/30/2012 110-1501-411.20-11 CITY HEALTH 11,317.04 000047 00 10/30/2012 110-1901-417.20-11 CITY HEALTH 5,354.53 000048 00 10/30/2012 110-1902-424.20-11 CITY HEALTH 6,463.57 000049 00 10/30/2012 110-1903-417.20-11 CITY HEALTH 7,416.64 000053 00 10/3012012 110-3401-454.20 11 CITY HEALTH 623.82 000046 00 10/30/2012 130-1601-437.20-11 CITY HEALTH 15,786.34 000050 00 10/30/2012 130 1602-416.20-11 CITY HEALTH 944.40 000051 00 10/30/2012 150 3301-416.20-11 CITY HEALTH 944.41 000052 00 10/30/2012 0-3302-436.20-11 CITY HEALTH 8,820.23 000055 00 10/30/2012 50-3501-463.20-11 CITY HEALTH 8,196.42 VENDOR TOTAL * 279,684.73­ 0022148 00 CJ SIGNS 3733 PI2135 084785 00 11/01/2012 110-1404-451.4 10 COMMUNICATIONS/MEDIA SERV 45.00 3734 PI2136 084785 00 11/01/2012 110-1404 451.4 10 COMMUNICATIONS/MEDIA SERV 205.00 VENDOR TOTAL * 250.00 ­ 0022467 00 CODALE ELECTRIC SUPPLY INC

l!Iti PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 5 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0022467 00 CODALE ELECTRIC SUPPLY INC S4647707001 PI1896 084628 00 10/19/2012 110-1405-451.61-21 ELECTRICAL EQUIP & SUPPLY 246.48 S4647707002 PI1897 084628 00 10/19/2012 110-1405-451.61-21 ELECTRICAL EQUIP & SUPPLY 460.95 S4647707003 pIl901 084632 00 10/19/2012 110-1405-451.61-21 ELECTRICAL EQUIP & SUPPLY l34.10 VENDOR TOTAL * 841.53 0000999 00 COLBERT, TONY 000549 00 11/02/2012 110-1205-422.58-01 Travel Reimbursment 302.53 VENDOR TOTAL * 302.53 0000045 00 COPIER & SUPPLY CO. INC. OF RS 48166 PI2040 084722 00 10/29/2012 110-1102-412.55-00 OFFICE MACHINES & ACCESS 12.13 48168 PI1906 084637 00 10/19/2012 110-1103-415.43-01 EQUIPMENT MAINT & REPAIR 151.26 48163 PI1907 084638 00 10/19/2012 110-1301-433.55-00 COPYING MACHINE SUPPLIES 11.89 48164 PI2045 084727 00 10/29/2012 110-1404-451.43-01 EQUIPMENT MAINT & REPAIR 34.42 48165 PI1894 084626 00 10/19/2012 110-1405-451.43-01 COPYING MACHINE SUPPLIES .62 48188 B PI2022 084703 00 10/31/2012 250-3501 463.60-01 COPYING MACHINE SUPPLIES .22 VENDOR TOTAL * 297.54~ 0022770 00 CORDOVA, LISA 000534 00 10/24/2012 250-3501-463.21-02 RESIDENT MGR OCT 2012 175.00 VENDOR TOTAL * 175.00-­ 0020742 00 COSTUME SHOP 131098 PI2046 084728 00 10/29/2012 110-1404-451.61-30 FACILITY SUPPLIES 122.07 VENDOR TOTAL * 122.07­ 0023119 00 COYOTE CREEK l31146 PI2082 084756 00 10/31/2012 110-1201-421.61-30 POLICE EQUIPMENT & SUPPLY 250.00 VENDOR TOTAL * 250.00­ 0022731 00 CRIDER, DUANE 217 000498 00 10/23/2012 295-3508-463.40-10 NOV 2012-LINDA CAPPS 413.00 VENDOR TOTAL * 413.00 0019520 00 CRUM ELECTRIC SUPPLY CO INC 138141300 PI2168 084803 00 11/01/2012 110-1303-431.61-30 BLANKET ORDER 373.11 138551200 PI2170 084803 00 11/01/2012 110-1303-431.61-30 BLANKET ORDER 296.23 l38718700 PI2172 084803 00 11/01/2012 110-1303-431.61-30 BLANKET ORDER 17.13 138288800 PI2169 084803 00 11/01/2012 110-1903 417.61-20 BLANKET ORDER 11. 138696900 PI2171 084803 00 11/01/2012 150-3302-436.61-20 BLANKET ORDER 10.7 VENDOR TOTAL * 708.42 ,.­ 0020375 00 DELL XFRMR2K21 PI1945 084669 00 10/23/2012 110-1107-418.74-15 COMPUTERS,DP & WORD PROC. 38.99 XFXMKIWC6 PI1946 084669 00 10/23/2012 110-1107-418.74-15 COMPUTERS,DP & WORD PROC. 38.99 XFXJN5WD8 PI1947 084670 00 10/23/2012 110-1107-418.74-15 COMPUTERS,DP & WORD PROC. 61.18 XFXX6NWW7 PI2175 084805 00 11/01/2012 110-1107-418.74-15 COMPUTERS,DP & WORD PROC. 89.99 XFXR97JP8 PI2094 084763 00 10/31/2012 110-1201-421.61-01 COMPUTERS/DP & WORD PROC. 99.99 XFXK5JPP3 PI1948 084671 00 10/23/2012 130-1602-416.60-01 COMPUTERS,DP & WORD PROC. 163.49

Il' PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 6 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0020375 00 DELL XFXK5JPP3 PI1949 084671 00 10/2312012 150-3301-416.60-01 COMPUTERS,DP & WORD PROC. 163.49 VENDOR TOTAL * 656.12 - 0020289 00 DELONG, MARK B 2469 PI2137 084786 00 11/01/2012 110-1402-451.72-02 MAINTENANCE AND REPAIR 9,101.00 VENDOR TOTAL * 9,10LOO~ 0021078 00 ELECTRICAL CONNECTIONS INC. 9250 PI1892 084594 00 10/19/2012 110-1401-452.43 10 ELECTRICAL EQUIP & SUPPLY 735.92 VENDOR TOTAL * 735.92­ 0022815 00 ELIFEGUARD 38832 PI2047 084729 00 10/29/2012 110-1404-451.61-30 PARK, PLAYGROUND, SWIMMING 139.10 VENDOR TOTAL * 139.10­ 0021187 00 EMERGENCY MEDICAL PRODUCTS INC 1502041 PI2048 084730 00 10/29/2012 110-1205-422.61-30 FIRST AID & SAFETY EQUIP. 88.08 1502042 PI2049 084730 00 10/29/2012 110-1205-422.61-30 FIRST AID & SAFETY EQUIP. 84.74 VENDOR TOTAL * 172.82­ 0022286 00 EMI FILTRATION PRODUCTS, LLC SLC37896 PI2138 084787 00 11/01/2012 110-1404-451.61-20 AIR CONDITIONING & HEATNG 226.44 VENDOR TOTAL * 226.44 - 0023348 00 ENOISE CONTROL 7013 PI1908 084639 00 10/19/2012 110-1405-451.72-02 MAINTENANCE AND REPAIR 6,084.00 VENDOR TOTAL * 6,084.00­ 0009000 00 EVANS, LUKE 000039939 UT 00 10/17/2012 170-0000-202.00-00 UB CR REFUND-FINALS 26.92 VENDOR TOTAL * 26.92 0000999 00 EVANS, MIKE 000550 00 11/02/2012 110-1405-451.58-01 Travel Reirnbursrnent 334.60 VENDOR TOTAL * 334.60­ 0019830 00 EVERGREEN ELECTRIC 11342 PI2129 084780 00 11/01/2012 110-1401-571.73-15 SERVICES 2,903.18 VENDOR TOTAL * 2,903.18 - 0000061 00 FEDEX 899387618727 PI1926 084653 00 10/24/2012 110-1405-451.61 01 SHIPPING AND HANDLING 18.73 VENDOR TOTAL * 18.73­ 0003398 00 FENNO, SANDRA 261 000499 00 10/23/2012 295-3508-463.40-10 NOV 2012-JACK CRANFORD 90.00 VENDOR TOTAL * 90.00 0022427 00 FIRST CHOICE FORD PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 7 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0022427 00 FIRST CHOICE FORD 306508 PI2050 084731 00 10/29/2012 110-1401-452.61-20 BLANKET ORDER 307.95 VENDOR TOTAL .. 307.95­ 0021744 00 FITCO UTA05852SP PI2059 084739 00 10/31/2012 110-1405-451.74-10 ATHLETIC EQUIPMENT 7,685.00 VENDOR TOTAL * 7,685.00­ 0022591 00 FLITE HOCKEY 388901 PI1925 084565 00 10/23/2012 110 1405-451.74-10 ICE ARENA SUPPLIES 2,611.25 VENDOR TOTAL * 2,611.25­ 865 00 FRED PRYOR SEMINARS 3967803 PI2081 084754 00 10/31/2012 110-1201-421.32-10 EDUCATIONAL SERVICES 179.00 VENDOR TOTAL * 179.00 ­ 0021888 00 FSH COMMUNICATIONS, LLC 000558024 PI1909 084640 00 10/19/2012 110-1104-419.53-01 TELEPHONE SERVICES 70.00 VENDOR TOTAL * 70.00 ­ 0019180 00 GAMETIME 814334 PI1929 084658 00 10/23/2012 110-1401-452.61-20 PARK,PLAYGROUND,SWIMMING 1,301.30 813541 PI1935 084661 00 10/23/2012 110-1401-452.61-20 PARK,PLAYGROUND,SWIMMING 176.45 VENDOR TOTAL * 1,477.75­ 0023316 00 GARNER, JERRY 255 000502 00 10/23/2012 295-3508-463.40-10 NOV 2012-JENNY GILSON 900.00 VENDOR TOTAL * 900.00 00 732 00 GED PROPERTIES, INC. 21 000500 00 10/23/2012 295-3508-463.40-10 NOV 2012-KRISTIE LUNDGREN 650.00 VENDOR TOTAL * 650.00 0003391 00 GIBERSON, HAROLD 255 000501 00 10/23/2012 295-3508-463.40-10 NOV 2012-MIKE CHEESEMAN 202.00 VENDOR TOTAL * 202.00 0023312 00 GRABAR VOICE AND DATA INC 8961 PI2074 084749 00 10/31/2012 110-1201-421.74-10 SERVICES 19,754.00 VENDOR TOTAL * 19,754.00­ 0000295 00 GRAINGER, INC 9945909076 PI2051 084732 00 10/29/2012 110-1404-451.43-10 MAINTENANCE AND REPAIR 82.28 9946765543 PI2052 084732 00 10/29/2012 110 1404-451.43-10 MAINTENANCE AND REPAIR 131. 58 VENDOR TOTAL * 213.86­ 0021624 00 GREENE'S ENERGY SERVICES, INC. 87796DUP PI2127 084778 00 11/01/2012 110-1401-571.73-15 EQUIPMENT MAINT & REPAIR 1,593.20 VENDOR TOTAL * 1,593.20--­ 0009000 00 GRIZZLY EXCAVATING & CONST

",.­ PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 8 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0009000 00 GRIZZLY EXCAVATING & CONST 000042035 UT 00 10/17/2012 170-0000-202.00-00 UB CR REFUND-FINALS 2,073.80 VENDOR TOTAL * 2,073.80 0000077 00 HACH CHEMICAL 7993 6 PI2176 084806 00 11/01/2012 130-1601-437.61-20 CHEMICAL LAB EQUIP & SUPP 3 .95 79971 6 PI2177 084806 00 11/01/2012 130-1601-437.61-20 CHEMICAL LAB EQUIP & SUPP 3 .30 VENDOR TOTAL * 725.25 --­ 0003338 00 HAFEY PROPERTIES 36 ·000503 00 10/23/2012 295-3508-463.40-10 NOV 2012-HANLEY/STROZZI 109.00 VENDOR TOTAL * 109.00 0023109 00 HARTFORD INSURANCE CO. 1131364 PI2010 084699 00 10/24/2012 110-1501-411.52-01 INSURANCE 1,797.00 VENDOR TOTAL * 1,797.00­ 0022915 00 HASCO TAG CO. 10919 PI2026 084707 00 10126/2012 110-1202-425.61-30 BADGES & OTHER ID EQUIP. 556.28 VENDOR TOTAL * 556.28­ 0021491 00 HIGH DESERT CONSTRUCTION, INC. WATERQUALITY#3 PI2013 083783 00 10/31/2012 150 3302-572.70-12 SERVICES 116,696.16 VENDOR TOTAL * 116,696.16­ 0021603 00 HOSE & RUBBER SUPPLY A74342001 PI2139 084788 00 11/01/2012 110-1303-431.61-20 BLANKET ORDER 4.99 A75219001 PI2140 084788 00 11/01/2012 llO 1303-431.61-20 BLANKET ORDER 29.48 A77416001 PI2143 084788 00 11/01/2012 110-1303-431.61-20 BLANKET ORDER 59.16 A78093001 PI2144 084788 00 11/01/2012 110-1303-431.61-20 BLANKET ORDER 142.68 A78350001 PI2145 084788 00 11/01/2012 110-1303-431.61-20 BLANKET ORDER 58.96 A77211001 PI2142 084788 00 11/01/2012 110-1401-452.61-20 BLANKET ORDER 40.41 A76563001 PI2141 084788 00 11/0112012 110-1903-417.61-20 BLANKET ORDER 35.76 VENDOR TOTAL * 371.44--­ 0021001 00 HUNTER FAMILY MEDICAL CLINIC 261659 PI2077 084751 00 10/31/2012 110-1201-421.32-01 HEALTH RELATED SERVICES 110.00 261663 PI2078 084751 00 10/31/2012 110-1201-421.32-01 HEALTH RELATED SERVICES 110.00 VENDOR TOTAL * 220.00 - 0021209 00 HWP INC 1218798 PI2017 084688 00 10/26/2012 110-1405-451.61-20 EQUIPMENT MAINT & REPAIR 596.76 VENDOR TOTAL * 596.76 ...... 0018752 00 ICE SKATING INSTITUTE 00080728 PI2058 084738 00 10/31/2012 110-1405-451.32-20 SERVICES 375.00 VENDOR TOTAL * 375.00­ 0023249 00 IMPERIAL SUPPLIES JF4337 PI2178 084807 00 11/01/2012 110-1201 421.61-25 FASTENERS, FASTENING DEVS 120.79 PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 9 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs

VEND NO SEQ~ VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

002 49 00 IMPERIAL SUPPLIES JF4 7 PI2179 084807 00 11/01/2012 110-1205-422.61 20 FASTENERS, FASTENING DEVS 120.78 JF4 7 PI2180 084807 00 11/01/2012 110 1303-431.61-20 FASTENERS, FASTENING DEVS 120.78 337 PI2181 084807 00 11/01/2012 110-1304-434.61-20 FASTENERS, FASTENING DEVS 120.78 337 PI2182 084807 00 11/01/2012 110-1401-452.61-20 FASTENERS, FASTENING DEVS 120.78 JF4337 PI2183 084807 00 11/01/2012 130-1601-437.61-20 FASTENERS, FASTENING DEVS 120.78 JF4337 PI2184 084807 00 11/01/2012 150-3302-436.61-20 FASTENERS, FASTENING DEVS 120.78 VENDOR TOTAL * 845.47­ 0021638 00 INDEPENDENCE ENTERPRISES, INC. 2145 PI2027 084708 00 10/26/2012 110-1501-450.32 00 MAINTENANCE AND REPAIR 500.00 VENDOR TOTAL * 500.00 - 0019985 00 INDUSTRIAL SUPPLY 212160001 PI1996 084690 00 10/24/2012 110-1205-422.61 30 AUTO SHOP EQUIPMENT & SUP 558.55 VENDOR TOTAL * 558.55­ 0019719 00 INTER-MOUNTAIN LABORATORIES 131732 PI2146 084789 00 11/01/2012 130-1601-437.61-30 LABORATORY EQUIP & ACCESS 160.00 131733 PI2147 084789 00 11/01/2012 130-1601-437.61-30 LABORATORY EQUIP & ACCESS 1,710.50 131734 PI2148 084789 00 11/01/2012 130-1601-437.61 30 LABORATORY EQUIP & ACCESS 1,709.00 VENDOR TOTAL * 3,579.50 - 0021207 00 INTERMOUNTAIN ELECTRIC SRV INC RS25463 PI1950 084672 00 10/23/2012 110-1107-571.78-02 SERVICES 6.32 VENDOR TOTAL * 6.32 ­ 0021548 00 JACKSON ULTIMA SKATES, INC. 145437 PI2102 084767 00 10/31/2012 110-1405-451.61-33 ICE ARENA SUPPLIES 901. 79 VENDOR TOTAL * 901.79­ 0018793 00 JIM'S UPHOLSTERY 5500 PI2071 084747 00 10/31/2012 110-1201-421.61-20 SERVICES 315.00 VENDOR TOTAL * 315.00 ­ 0000094 00 JIRDON AGRI CHEM INC J654126 PI1893 084595 00 10/19/2012 110 1401-452.61-20 LANDSCAPING SUPPLIES 1,726.25 VENDOR TOTAL * 1,726.25­ 0021578 00 JM ELECTRICAL SERVICES 7544 PI2185 084808 00 11/01/2012 110-1107-571.78-02 SERVICES 766.03 7547 PI2186 084808 00 11/01/2012 110-1107-571.78-02 SERVICES 1,317.62 7689 PI20 4 084715 00 10/31/2012 110-1401 52.43-10 ELECTRICAL EOUIP & SUPPLY 64.00 7690 PIl 6 084662 00 10/23/2012 110-1405 51.72-02 MAINTENANCE AND REPAIR 1,836.00 VENDOR TOTAL * 3,983.65­ 0019629 00 JOHN PARAS FURNITURE F47823 PI2061 084741 00 10/31/2012 110-1201-421.74-01 FURNITURE, OFFICE 888.00 VENDOR TOTAL * 888.00 - 0022340 00 JOINT POWERS TELECOM BOARD PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 10 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0022340 DO JOINT POWERS TELECOM BOARD 100199 000551 00 11/02/2012 110-1107-418.53-03 Internet Service 1,980.00 VENDOR TOTAL * 1,980.00 ­ 019921 DO KEARNS, SUE ATTY AT LAW 1053 PI2103 084768 00 10/31/2012 110 1105-412.33-02 SERVICES 450.00 VENDOR TOTAL * 450.00­ 0009000 00 KELLY RENTALS LLC 000034617 UT 00 10/17/2012 170-0000-202.00-00 UB CR REFUND-FINALS 1,501.54 VENDOR TOTAL * 1,501.54 0000999 00 KESLAR, MATHEW 000552 00 11/02/2012 110-1201-421.34-01 Buy Funds - Investigation 1,000.00 VENDOR TOTAL * 1,000.00­ 0020403 DO KIEFER AQUATIC 231927 PI2053 084733 00 10/29/2012 110-1404-451.61-33 RETAIL SALES ITEMS 258.05 VENDOR TOTAL * 258.05 ­ 0009000 00 KISER, KIPPER 000032403 UT 0010/17/2012 170-0000-202.00-00 UB CR REFUND-FINALS 85.21 VENDOR TOTAL * 85.21 0009000 00 KNUDSEN, CRAIG A 000030985 UT 0010/1712012 170-0000-202.00 00 UB CR REFUND-FINALS 122.72 VENDOR TOTAL * 122.72 0019041 00 KOIS BROTHERS EQUIPMENT CO 95218 PI2187 084809 00 11/01/2012 110-1303-431.61-20 AUTO & TRUCK MAINT. ITEMS 3,419.39 VENDOR TOTAL * 3,419.39...... ­ 0000281 00 L & S FENCING 303 PI 188 084810 00 11/01/2012 110-1401 71.73-15 GROUNDS & PARK SERVICES 16,216.50 297 149 084790 00 11/01/2012 110-1402 51.43-10 FENCING 385.00 VENDOR TOTAL * 16,601.50­ 0000104 00 L.N. CURTIS & SONS 312579700 PI1997 084691 00 10/24/2012 110-1204-429.74 25 SAFETY EQUIPMENT 256.06 312579801 PI1998 084692 00 10/24/2012 110-1204-429.74-25 SHOES AND BOOTS 282.41 VENDOR TOTAL * 538.47 .­ 0022421 00 LACAL EQUIPMENT, INC. 0162188IN PI1910 084641 00 10/19/2012 110-1303-431.61- 0 ROAD/HGWY HEAVY EQUIPMENT 198.59 016220 lIN PI1911 084641 00 10/19/2012 110-1303-431.61 0 ROAD/HGWY HEAVY EQUIPMENT 45.36 VENDOR TOTAL * 243.95-­ 0000999 00 LANE, DANNY 000531 00 10/24/2012 250-3501-463.45-15 PURCHASE WASHER/DRYER 400.00 VENDOR TOTAL * 400.00­ 0000999 00 LANSANG, CARLINE PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 11 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0000999 00 LANSANG, CARLINE 000553 00 11/02/2012 250-3501-463.58-01 Travel Reimbursement 23.00 VENDOR TOTAL * 23.00'­ 0009000 00 LEWIS & LEWI INC 000016992 UT 0 10/17/2012 170-0000-202.00-00 UB CR REFUND-FINALS 914.41 VENDOR TOTAL * 914.41 0023053 00 LEXISNEXIS RISK SOLUTIONS, INC 743540 PI2021 084702 00 10/31/2012 250-3501-463.65-01 SERVICES 174.00 VENDOR TOTAL * 174.00 ­ 0022738 00 LONG, VAUGHN 000535 00 10/24/2012 250-3501-463.21-02 RESIDENT MGR OCT 2012 50.00 VENDOR TOTAL * 50.00 ­ 03564 00 LOPEZ, EDDIE 1050 PI1912 084642 00 10/19/2012 110 1105-412.33-10 SERVICES 35.00 31054 PI2095 084764 00 10/31/2012 110-1105-412.33-10 SERVICES 35.00 VENDOR TOTAL * 70.00"-­ 0021880 00 LORMAN EDUCATION SERVICES 26866441 PI2041 084723 00 10/29/2012 110 1102-412.32-10 EDUCATIONAL SERVICES 339.00 VENDOR TOTAL * 339.00­ 0020828 00 LYNN PEAVEY COMPANY 264165 PI2090 084761 00 10/31/2012 110-1201-421.61-34 POLICE EQUIPMENT & SUPPLY 134.48 264362 PI2091 084761 00 10/31/2012 110 1201-421.61-34 POLICE EQUIPMENT & SUPPLY 158.97 264813 PI2092 084761 00 10/31/2012 110-1201-421.61-34 POLICE EQUIPMENT & SUPPLY 182.50 VENDOR TOTAL * 475.95­ 0020547 00 MANTEK 877978 PI1977 084683 00 10/23/2012 110-1303-431.62-03 FUEL,OIL,GREASE, & LUBES 581.98 VENDOR TOTAL * 581.98­ 0009000 00 MAR, STEPHEN & BEATRICE 000040225 UT 00 10/26/2012 170-0000-202.00-00 UB CR REFUND 67.30 VENDOR TOTAL * 67.30 0000113 00 MATTHEW BENDER 37869620 PI2039 084721 00 10/29/2012 110-1102-412.32-20 LIBRARY SERVICES 69.89 3783794X PI2028 084709 00 10/26/2012 110-1105-412.32-20 LIBRARY SERVICES 29.00 3783794X PI2029 084709 00 10/26/2012 110-1105-412.61-01 SHIPPING AND HANDLING 9.49 VENDOR TOTAL * 108.38­ 0000115 00 MEMORIAL OF SW CTY 131143 PI2085 0847 00 10131/2012 110-1201-421.34-01 HEALTH RELATED SERVICES 665.00 VENDOR TOTAL * 665.00 ­ 0021859 00 MODEL SIGNS PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 12 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs

VEND NO SEQ~ VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0021859 00 MODEL SIGNS 13786 PI2023 084704 00 10/31/2012 250-3501-463.61-20 MARKERS, PLAQUES, SIGNS 102.00 VENDOR TOTAL * 102.00­ 0000129 00 MOUNTAINAIRE ANIMAL CLIN 182408 PI2066 084744 00 10/31/20 110-1201-421.34-10 HEALTH RELATED SERVICES 84.98 182754 PI2067 084744 00 10/31/201 110-1201-421.34-10 HEALTH RELATED SERVICES 16.64 183200 PI2068 084744 00 10/31/2012 110-1201-421.34-10 HEALTH RELATED SERVICES 81.50 VENDOR TOTAL * 183.12_ 0022888 00 MYRON CORP. 81430555 PI2030 084710 00 10/26/2012 110-1101-465.54-10 SERVICES 628.06 VENDOR TOTAL * 628.06 __ 0023220 00 NET TRANSCRIPTS INC. 09301294 PI2069 084745 00 10/31/2012 110-1201-421.34-01 SERVICES 3,315.90 VENDOR TOTAL * 3,315.90­ 0009000 00 NORTHERN 000042731 UT 0/17/2012 170-0000-202.00-00 UB CR REFUND-FINALS 1,345.45 VENDOR TOTAL * 1,345.45 0020613 00 NORTHERN TOOL & EQUIPMENT 126127 PI2037 084719 00 10/31/2012 110-1405-451.61-20 TOOLS, HAND (NOT CLASSED) 395.86 VENDOR TOTAL * 395.86.­ 0023351 00 NOWCAP 129352 PI2031 084712 00 10/26/2012 110-1101-465.54-10 ECONOMIC DEVELOPMENT SUPP 1,250.00 VENDOR TOTAL * 1,250.00­ 0000302 00 NU-TECH SPECIALTIES INC 88700 PI1983 084684 00 10/23/2012 110-1202-425.61-30 BLANKET ORDER 43.49 88278 PI1988 084685 00 10/23/2012 110-1202-425.61-30 BLANKET ORDER 30.68 88362 PI1990 084685 00 10/23/2012 110-1202-425.61-30 BLANKET ORDER 30.68 88535 PI1978 084684 00 10/23/2012 110-1205-422.61-30 BLANKET ORDER 136.77 88698 PI1981 084684 00 10/23/2012 110-1205-422.61-30 BLANKET ORDER 62.70 87871 PI1986 084685 00 10/23/2012 110-1205-422.61-30 BLANKET ORDER 59.95 89119 PI1985 084684 00 10/23/2012 110-1303-431.61-30 BLANKET ORDER 159.00 88538 PI1979 084684 00 10/23/2012 110-1304-434.43-10 BLANKET ORDER 38.00 88541 PI1980 084684 00 10/23/2012 110-1405-451.61-20 BLANKET ORDER 365.34 89118 PI1984 084684 00 10/23/2012 110-1405-451.61-20 BLANKET ORDER 861.88 88034 PI1987 084685 00 10/23/2012 110-1405-451.61-20 BLANKET ORDER 368.64 88279 PI1989 084685 00 10/23/2012 110-1405-451.61-20 BLANKET ORDER 2,061.20 88364 PI1991 084685 00 10/23/2012 110-1405-451.61-20 BLANKET ORDER 800.16 88699 PI1982 084684 00 10/23/2012 130-1601-437.61-30 BLANKET ORDER 194.94 VENDOR TOTAL * 5,213.43...... ­ 002 612 00 OFFICE SHOP 73 81 PI1951 084673 00 10/23/2012 110-1107 418.74 15 COMPUTERS,DP & WORD PROC. 9,595.00 VENDOR TOTAL * 9,595.00 0022009 00 ON-SITE TESTING SPECIALISTS -­ PREPARED 11/0 2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 13 PROGRAM: GM33 AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0022009 00 ON-SITE TESTING SPECIALISTS 14655 PI2093 084762 00 10/31/2012 110-1201-421.61 34 POLICE EQUIPMENT & SUPPLY 338.98 VENDOR TOTAL * 338.98 r 0019153 00 ORIENTAL TRADING COMPANY, INC. 65339438701 PI1913 084643 00 10/19/2012 110-3401-454.71-20 CANDY 296.00 VENDOR TOTAL * 296.00-­ 0021356 00 ORKIN EXTERMINATING 78173310CT2012 PI2104 084769 00 10/31/2012 250-3501 63.43-10 MAINTENANCE AND REPAIR 100.12 78173420CT2012 PI2105 084769 00 10/31/2012 250-3501­ 63.43-10 MAINTENANCE AND REPAIR 58.85 78173550CT2012 PI2106 084769 00 10/31/2012 250-350 63.43-10 MAINTENANCE AND REPAIR 54.45 78173580CT2012 PI2107 084769 00 10/31/2012 250-350 63.43-10 MAINTENANCE AND REPAIR 83.84 VENDOR TOTAL * 297.26/' 0022901 00 OTE SERVICES, 2084 PI2054 084734 00 10/29/2012 110-1404-451.43 10 CLIMBING WALL 631.00 VENDOR TOTAL * 631.00/' 0003461 00 PAETEC 000116 00 10118/2012 110-1101-411.53-01 PAETEC 6.95 000117 00 10118/2012 110-1102-412.53-01 PAETEC 3.56 000118 00 10/18/2012 110-1103-415.53-01 PAETEC 23.96 000119 00 10118/2012 110-1104 419.53-01 PAETEC .21 000120 00 10118/2012 110-1105-412.5 -01 PAETEC 3.20 000058 00 10118/2012 110-1106-462.5 01 PAETEC 2.84 000141 00 10118/2012 110-1107-418.5 01 PAETEC 3.11 000121 00 10/18/2012 110 1201-421.5 - 1 PAETEC 58.21 000088 00 10118/2012 110 1202-425. 1 PAETEC .76 000123 00 10118/2012 110-1205 22. 3­ 1 PAETEC 3.46 000124 00 10118/2012 110-1301 33. 3-01 PAETEC 6.73 000092 00 10118/2012 110-1303 31.53 01 PAETEC .27 000462 00 10118/2012 110-1304-434.53-01 PAETEC .56 000130 00 10/18/2012 110 1401-452.53-01 PAETEC .46 000131 00 10/18/2012 110-1402-451.53-01 PAETEC .12 000132 00 10118/2012 110-1403-451.53-01 PAETEC 2.09 000133 00 10/18/2012 110-1404-451.53-01 PAETEC 1.10 000134 00 10/18/2012 110 1405-451.53-01 PAETEC 3.62 000125 00 10/18/2012 110-1901-417.53-01 PAETEC 8.84 000126 00 10/18/2012 110-1902-424.53-01 PAETEC 4.74 000128 00 10/18/2012 110-1903-417.53 01 PAETEC 1. 25 000139 00 10118/2012 110-3401-454.53-01 PAETEC 2.44 000135 00 10118/2012 130 1601 437.53-01 PAETEC 2.26 000186 00 10/18/2012 130-1602-416.53-01 PAETEC 2.07 000137 00 10118/2012 150-3301-416.53-01 PAETEC 2.08 000136 00 10/18/2012 150-3302-436.53-01 PAETEC .86 000140 00 10118/2012 250-3501-463.53-01 PAETEC 4.98 VENDOR TOTAL * 150.73 ­ 0022734 00 PANDALIS, JOHN OR BONNIE

w PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 14 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0022734 00 PANDALIS, JOHN OR BONNIE 116 000504 00 10/23/2012 295-3508-463.40-10 NOV 2012-SHERRY DUNCAN 389.00 VENDOR TOTAL * 389.00 0020374 00 PATRICK CONSTRUCTION RELIANCE#3 PI2012 083782 00 10/31/2012 150-3302-572.70-11 SERVICES 319,093.45 VENDOR TOTAL * 319,093.45­ 0021341 00 PAVEMENT MARKING SERVICE 338930 PI2055 084735 00 10/29/2012 110-1404-451.72 02 MAINTENANCE AND REPAIR 150.00 VENDOR TOTAL * 150.00 - 0022618 00 PAYMENT REMITTANCE CENTER 000466 00 10/18/2012 110 1201-421.61-30 Supplies CHECK # 2 36 832.20 000467 00 10/18/2012 110-1201-421.32 10 Reglstration fees CHECK if 2 36 380.00 000468 00 10/18/2012 110-1201-421.58-01 Travel Expenses CHECK # 29236 4,080.16 000469 00 10/18/2012 110-1201-421.34-10 K9 supplies CHECK if 29236 205.83 000473 00 10118/2012 110-1204-429.74-25 Regional Response CHECK If 29236 1,094.26 000472 00 10/1812012 110 1205-422.61-30 supplies CHECK If 29236 108.10 000470 00 10/18/2012 110-1901-417.32 10 Reglstration fees CHECK if 29236 295.00 000471 00 10/18/2012 110-1901-417.58-01 Travel Expenses CHECK If 29236 387.60 VENDOR TOTAL * .00 7,383.15 0021255 00 PERFORMANCE OVERHEAD DOOR 10589 PIl914 084644 00 10/19/2012 110-1304-434.43-10 MAINTENANCE AND REPAIR 237.95 VENDOR TOTAL * 237.95­ 0000143 00 POSTMASTER 130015 PI2173 084804 00 11/01/2012 130-1602-416.61-01 SHIPPING AND HANDLING 1,573.89 130015 PI2174 084804 00 11/01/2012 150-3301-416.61-01 SHIPPING AND HANDLING 1,573.89 VENDOR TOTAL * 3,147.78­ 0020067 00 POWERS PRODUCTS 701613 PI2060 084740 00 10/31/2012 110 1405-451.61-20 BUILDER'S SUPPLIES 59.54 VENDOR TOTAL * 59.54­ 20632 00 PUBLIC AGENCY TRAINING COUNCIL 6510 PI2079 084752 00 10/31/2012 110-1201-421.32-10 EDUCATIONAL SERVICES 525.00 VENDOR TOTAL * 525.00 - 0021648 00 PUBLIC SAFETY CENTER, INC. 5365536 PI2150 084791 00 11/01/2012 110-1205-422.61-30 CLOTHING & APPAREL 736.00 VENDOR TOTAL * 736.00 0000126 00 QUE STAR GAS 000174 00 11/02/2012 110-1104-419.62-01 QUE STAR 808.68 000545 00 11/02/2012 110-1106-462.61-30 QUESTAR 15.07 000176 00 11/02/2012 110-1202 425.62 01 QUESTAR 165.81 000177 00 11/02/2012 110-1205-422.62 01 QUESTAR 44.51 000179 00 11/02/2012 110-1304-434.62-01 QUESTAR 28.25

't", PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 15 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0000126 00 QUESTAR GAS 000181 00 11/02/2012 110-1401-452.62-01 QUE STAR 24.41 000184 00 11/02/2012 110-1402-451.62-01 QUE STAR 670.72 000271 00 11/02/2012 110-1404-451.62-01 QUE STAR 16.57 000544 00 11/02/2012 110-1405-451.62-01 QUESTAR 5,163.35 000543 00 11/02/2012 110-1501-450.32-00 QUESTAR 347.00 000542 00 11/02/2012 110-3401-454.62-01 QUESTAR 204.65 000180 00 11/02/2012 130-1601-437.62-01 QUESTAR 1,153.56 000185 00 11/02/2012 150-3302-436.62-01 QUESTAR 83.02 000186 00 11/0212012 250-3501-463.62-01 QUESTAR 457.46 VENDOR TOTAL * 9,183.06 ..­ 0023313 00 R & M WELDING, INC 32232 PI2151 084792 00 11/01/2012 130-1601-437.61-20 SERVICES 4,539.14 VENDOR TOTAL * 4,539.14­ 0021425 00 REAL KLEEN INC. 37130 PI1915 084645 00 10/19/2012 110-1104-419.61-30 JANITORIAL SUPPLIES 183.20 37077 PI2189 084811 00 11/01/2012 110 1104-419.61-30 JANITORIAL SUPPLIES 166.30 37217 PI2190 084811 00 11/01/2012 110-1104-419.61-30 JANITORIAL SUPPLIES 219.75 VENDOR TOTAL * 569.25­ 0018923 00 RECREATION SUPPLY COMPANY 251389 PI2152 084793 00 11/01/2012 110-1404-451.74 10 SPORTING & ATHLETIC EQUIP 5,536.89 VENDOR TOTAL * 5,536.89­ 0002878 00 RED HORSE OIL CO, INC 171367 PI2153 084794 00 11/01/2012 110-1402-451.62-03 FUEL/OIL/GREASE, & LUBES 8,935.00 VENDOR TOTAL * 8,935.00­ 0019069 00 REIMAN CORPORATION WETLANDS#11 PI1923 080145 00 10/24/2012 110-1303-571.71-28 SERVICES 23,681.08 VENDOR TOTAL * 23,681.08­ 0021487 00 REIS ENVIRONMENTAL 1023129 PI1952 084674 00 10/23/2012 130-1601-437.61-30 SAFETY EQUIPMENT 131.46 1023436 PI1953 084674 00 10/23/2012 130-1601-437.61-30 SAFETY EQUIPMENT 481.00 1029146 PI2003 084697 00 10/24/2012 130-1601-437.61-30 SAFETY EQUIPMENT 211. 00 1029377 PI2004 084697 00 10/24/2012 130-1601-437.61-30 CHEMICAL LAB EQUIP & SUPP 451.20 VENDOR TOTAL * 1,274.66 r­ 0009000 00 RENZ, DARREN & DIANA 000037321 UT 00 10/17/2012 170-0000-202.00-00 UB CR REFUND-FINALS 68.75 VENDOR TOTAL * 68.75 0023349 00 RICE, BENJAMIN 304 000509 00 10/23/20 2 295-3 08-463.40-10 OCT 2012-LESLIE PRICE 216.00 304 000510 00 10/23/20 295-3 8-463.40-10 NOV 2012-LESLIE PRICE 649.00 VENDOR TOTAL * 865.00 0003446 00 ROCK SPRINGS HUMANE SOCIETY PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 16 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0003446 00 ROCK SPRINGS HUMANE SOCIETY 120167 PI2096 084765 00 10131/2012 110-1202-425.44-01 HEALTH RELATED SERVICES 40.00 120178 PI2097 084765 00 10/31/2012 110-1202-425.44-01 HEALTH RELATED SERVICES 40.00 1201 098 084765 00 10/31/2012 110-1202-425.44-01 HEALTH RELATED SERVICES 40.00 1201 099 084765 00 10/31/2012 110-1202-425.44-01 HEALTH RELATED SERVICES 40.00 1201 PI2100 084765 00 10/31/2012 110-1202-425.44-01 HEALTH RELATED SERVICES 40.00 VENDOR TOTAL * 200.00.­ 0000338 00 ROCK SPRINGS MUNICIPAL UT 000222 00 11/01/2012 110-1104-419.4 -11 RSMU 15.22 000223 00 11/01/2012 110-1104-419.4 12 RSMU 877.12 000216 00 11/01/2012 110-1202-425.41-11 RSMU 241.56 000217 00 11/01/2012 110-1202-425.4 -12 RSMU 41. 53 000218 00 11/01/2012 110-1205-422.4 11 RSMU 255.61 000219 00 11/01/20 2 110 1205-422.4 -12 RSMU 91. 06 000207 00 11/01/20 110 1303-431.4 11 RSMU 465.04 000208 00 11/01/20 110-1303-431.41-12 RSMU 44.94 000214 00 11/01/2012 110-1304-434.41-11 RSMU 67.29 000215 00 11/01/2012 110-1304-434.41-12 RSMU 20.91 000209 00 11/01/2012 110 1401-452.41-11 RSMU 12,293.07 000092 00 11/01/2012 110-1401-452.41 12 RSMU 71.13 000210 00 11/01/2012 110-1402 51.41-11 RSMU 459.92 000211 00 11/01/2012 110-1402 51.41-12 RSMU 605.35 000212 00 11/01/2012 110-1404-451.4 11 RSMU 349.55 000213 00 11/01/2012 110 1404-451.4 -12 RSMU 459.23 000229 00 11/01/2012 110-1405-451.41 11 RSMU 3,849.34 000230 00 11/01/2012 110-1405-451.41-12 RSMU 5,265.54 000228 00 11/01/2012 110-1501-450.32-00 RSMU 1,716.44 000224 00 11/01/2012 110-3401-454.41-11 RSMU 28.41 000225 00 11/01/2012 110-3401-4 .41-12 RSMU 14.05 000220 00 11/01/2012 130-1601-4 .41-11 RSMU 4,256.59 000221 00 11/01/2012 130-1601-437.41-12 RSMU 1,716.37 000231 00 11/01/2012 250-3501-463.41-11 RSMU 2,916.34 000232 00 11/01/2012 250-3501-463.41-12 RSMU 1,981.89 VENDOR TOTAL * 38,103.50­ 0000164 00 ROCK SPRINGS NEWSPAPERS 131365 PI2005 084698 00 10/24/2012 110-1101-465.54-10 COMMUNICATIONS/MEDIA SERV 25.00 131365 PI2006 084698 00 10/24/2012 110-1403-451.54 03 COMMUNICATIONS/MEDIA SERV 88.48 131365 PI2007 084698 00 10/24/2012 110 1404-451.54-03 COMMUNICATIONS/MEDIA SERV 298.86 131365 PI2008 084698 00 10/24/2012 110-1405-451.54-03 COMMUNICATIONS/MEDIA SERV 326.27 131365 PI2009 084698 00 10/24/2012 110-1501-411.54-01 COMMUNICATIONS/MEDIA SERV 3,513.70 VENDOR TOTAL * 4,252.31...... 0003540 00 ROCK SPRINGS RECYCLING CENTER 130789 PI2109 084771 00 10/31/2012 110-1501-450.37-00 FINANCE EXPENSES 5,000.00 VENDOR TOTAL * 5,000.00"'­ 0000305 00 ROCK SPRINGS WINLECTRIC 131574 PI2191 084812 00 11/01/2012 110 1104-419.61 20 BLANKET ORDER 241.29

f' PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 17 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0000305 00 ROCK SPRINGS WINLECTRIC 131574 PI2192 084812 00 11/01/2012 110-1107-571.78-02 BLANKET ORDER 600.36 131574 PI2193 084812 00 11/01/2012 110-1205-422.43-10 BLANKET ORDER 64.50 131574 PI2194 084812 00 11/01/2012 110-1303-431.61-30 BLANKET ORDER 280.39 131574 PI2195 084812 00 11/01/2012 150-3302-436.61-20 BLANKET ORDER 7,801.71 VENDOR TOTAL * 8,988.25"'­ 0000137 00 ROCKY MOUNTAIN POWER 000181 00 11/02/2012 110-1104-419.62-02 ROCKY MOUNTAIN POWER 4,884.99 000208 00 11/02/2012 110-1106-462.61-30 ROCKY MOUNTAIN POWER 24.71 000091 00 11/02/2012 110-1202-425.62 02 ROCKY MOUNTAIN POWER 217.57 000541 00 11/02/2012 110-1204-429.62-02 ROCKY MOUNTAIN POWER 77.44 000141 00 11/02/2012 110-1205-422.62-02 ROCKY MOUNTAIN POWER 857.32 000182 00 11/02/2012 110-1303-431.62-04 ROCKY MOUNTAIN POWER 552.80 000201 00 11/02/2012 110-1303-431.62-02 ROCKY MOUNTAIN POWER 1,270.03 000090 00 11/02/2012 110-1304-434.62 02 ROCKY MOUNTAIN POWER 1,605.25 000203 00 11/02/2012 110-1401-452.62-02 ROCKY MOUNTAIN POWER 256.51 000205 00 11/02/2012 110-1404-451.62-02 ROCKY MOUNTAIN POWER 3,049.12 000540 00 11/02/2012 110-1501-450.32-00 ROCKY MOUNTAIN POWER 3,981.57 000202 00 11/02/2012 110-1903-417.62-02 ROCKY MOUNTAIN POWER 593.14 000539 00 11/02/2012 110-3401-454.62 02 ROCKY MOUNTAIN POWER 584.42 000092 00 11/02/2012 130- 601-437.62-02 ROCKY MOUNTAIN POWER 25,161.50 000185 00 11/02/2012 250- 01-463.62-02 ROCKY MOUNTAIN POWER 40.05 VENDOR TOTAL * 43,156.42­ 0023117 00 ROCKY MOUNTAIN POWERS PORTS 2195 PI2196 084813 00 11/01/2012 110-1401 452.61-20 LAWN EQUIPMENT 227.18 VENDOR TOTAL * 227.18­ 0021183 00 ROCKY MTN CLIMATE CONTROL 130051 PI2126 084772 00 11/01/2012 110-1202-425.43 10 MAINTENANCE AND REPAIR 6/450.00 VENDOR TOTAL * 6,450.00-­ 0022858 00 ROCKY ROAD ASPHALT 392 PI2110 084773 00 10/31/2012 110 1303-431.43 10 CONSTRUCTION WORK 5/000.00 VENDOR TOTAL * 5,000.00­ 0023141 00 ROSENBAUER SOUTH DAKOTA LLC 42670 PI2197 084814 00 11/01/2012 110-1205-422.61-20 PUMPS & ACCESSORIES 409.71 VENDOR TOTAL * 409.71­ 0023352 00 RX COUNT CORPORATION 21275 PI2108 084770 00 10/31/2012 110-1201-421.61-34 POLICE EQUIPMENT & SUPPLY 2,544.00 VENDOR TOTAL * 2,544.00'­ 0000321 00 SAFETY SUPPLY & SIGN CO 134750 PI1992 084686 00 10/23/2012 110-1303-431.61-30 MARKERS, PLAQUES/SIGNS 2,984.95 VENDOR TOTAL * 2,984.95­ 0020240 00 SANTA FE TRAIL PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 18 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0020240 00 SANTA FE TRAIL 1311 PI2111 084774 00 10/31/2012 110-1201-421.61-30 POLICE EQUIPMENT & SUPPLY 250.00 VENDOR TOTAL * 250.00­ 0000999 00 SCHOENFELD, PAUL 000563 00 11/02/2012 110-1201-421.58-01 Travel Reimbursement 50.01 VENDOR TOTAL * 50.01 ...... 0022716 00 SHANTZ, ERIC 206 000505 00 10/23/2012 295-3508-463.40-10 NOV 2012-ALICE LAMPHEAR 265.00 VENDOR TOTAL * 265.00 0003516 00 SHANTZ, NORMAN 237 000506 00 10/23/2012 295-3508-463.40-10 NOV 2012-LORI BERTOT 564.00 VENDOR TOTAL * 564.00 0021509 00 SIMPLEXGRINNELL 40497453 PI1889 084496 00 10 19/2012 110-1405-451.4 10 SAFETY EQUIPMENT 6,354.86 40500382 PI2018 084689 00 10 26/2012 110-1405-451.4 10 SAFETY EQUIPMENT 270.14 VENDOR TOTAL * 6,625.00 0022378 00 SIMPLOT PARTNERS 211003274 PI2154 084795 00 11/01/2012 110-1402-451.43-10 FERTILIZERS & SOIL CONDTN 2,370.00 VENDOR TOTAL * 2,370.00­ 0000177 00 SIX STATES DISTRIBUTORS 139254 PI2198 084815 00 11/01/2012 110-1303-431.61-20 AUTO & TRUCK MAINT. ITEMS 96.30 57018 PI1974 084680 00 10/23/20 110 1304-434.43-10 AUTO & TRUCK ACCESSORIES 11.99 139382 PI2199 084815 00 11/01/20 130-1601-437.61-20 AUTO & TRUCK ACCESSORIES 139.86 VENDOR TOTAL * 248.15 ...... 0020540 00 SKAGGS COMPANIES, INC. 1937978RI PI2062 084742 00 10/31/2012 110-1201-421.21-01 CLOTHING & APPAREL 15.90 1942645RI PI2063 084742 00 10/31/2012 110-1201-421.21-01 CLOTHING & APPAREL 444.95 1950799RI PI2064 084742 00 10/31/2012 110-1201 421.21-01 CLOTHING & APPAREL 20.90 VENDOR TOTAL * 481.75---­ 0020744 00 SKILLPATH SEMINARS 10502804 PI2080 084753 00 10/31/2012 110-1201- 21.32-10 EDUCATIONAL SERVICES 99.00 10520582 PI2155 084796 00 11/01/2012 110-1404 51.32-10 EDUCATIONAL SERVICES 99.00 10520584 PI2156 084796 00 11/01/2012 110-1404- 51.32 10 EDUCATIONAL SERVICES 99.00 VENDOR TOTAL * 297.00 -'" 0021226 00 SPA WORLD 7775 PI1891 084592 00 11912012 110-1405-451.61-20 CHEMICAL, COMMERCIAL,BULK 113.90 7785 PI1902 084633 00 /19/2012 110-1405-451.6 0 CHEMICAL, COMMERCIAL, BULK 1,433.30 7797 PI19?3 084679 00 /24/2012 110-1405-451.6 0 CHEMICAL, COMMERCIAL,BULK 113.90 7808 PI2057 084737 00 /3112012 110 1405-451.61-20 CHEMICAL, COMMERCIAL,BULK 113.90 VENDOR TOTAL * 1,775.00 -" 0023298 00 SPARTAN MANAGEMENT, LLC PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 19 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0023298 00 SPARTAN MANAGEMENT, LLC 284 000511 00 10/23/2012 295-3508-463.40-10 NOV 2012-KAELA ALLVIN 576.00 285 000512 00 10/23/2012 295-3508-463.40-10 NOV 2012-ASPEN KELSEY 576.00 286 000513 00 10/23/2012 295-3508-463.40-10 NOV 2012-REINA FLORES 576.00 288 000514 00 10/23/2012 295-3508-463.40-10 NOV 2012-TIMOTHY STARR 157.00 289 000515 00 10/23/2012 295-3508-463.40 10 NOV 2012-KEASHA FAUCETT 78.00 290 000516 00 10/23/2012 295-3508-463.40-10 NOV 2012-DANAE FLOYD 45.00 291 000517 00 10/23/2012 295-3508-463.40-10 NOV 2012-LANCE MACE 523.00 292 000518 00 10/23/2012 295-3508-463.40-10 NOV 2012-GRACE SHELL 363.00 293 000519 00 10/23/2012 295-3508-463.40-10 NOV 2012-CAMI TREKELL 506.00 294 000520 00 10/23/2012 295-3508-463.40-10 NOV 2012-DEBBIE EVANS 300.00 295 000521 00 10/23/2012 295-3508-463.40-10 NOV 2012-TERRY MORGAN 314.00 296 000522 00 10/23/2012 295-3508-463.40-10 NOV 2012-BESSIE PRATER 420.00 297 000523 00 10/23/2012 295-3508-463.40-10 NOV 2012-DEBORAH LANDEROZ 576.00 298 000524 00 10/23/2012 295-3508-463.40-10 NOV 2012-MAGDALENA SUAZO 556.00 300 000526 00 10/23/2012 295-3508-463.40-10 NOV 2012-GERTRUDE SMITH 397.00 301 000527 00 10/23/2012 295-3508-463.40-10 NOV 2012-KIRK BRUDERER 576.00 305 000528 00 10/23/2012 295-3508-463.40-10 NOV 2012-JEFF SCHUMACHER 250.00 312 000529 00 10/23/2012 295-3508-463.40-10 NOV 2012-RANDI SUTPHIN 18.00 VENDOR TOTAL * 6,807.00 0021824 00 SPORTSMITH 646747 PI2056 084736 00 10/29/2012 110-1404-451.61-20 EQUIPMENT MAINT & REPAIR 14.26 VENDOR TOTAL * 14.26­ 0022089 00 STAPLES 131570 PI2157 084797 00 11/01/2012 110-1106-462.60-01 BLANKET ORDER 119.80 131570 PI2158 084797 00 11/01/2012 110-1201-421.60-01 BLANKET ORDER 407.46 131570 PI2159 084797 00 11/01/2012 110-1205-422.61-30 BLANKET ORDER 19.99 131570 PI2160 084797 00 11/01/2012 110-1403-451.60-01 BLANKET ORDER 52.47 131570 2161 084797 00 11/01/2012 110-1404-451.60-01 BLANKET ORDER 220.70 131570 162 084797 00 11/01/2012 110-1405-451.60-01 BLANKET ORDER 154.39 VENDOR TOTAL * 974.81~ 0003533 00 SUN LIFE FINANCIAL 001123 00 10/30/2012 110-1101-411.20-10 SUNLIFE 29.29 001124 00 10/30/2012 110-1102-412.20-10 SUNLIFE 13.36 001125 00 10/30/2012 110-1103-415.20-10 SUNLIFE 25.49 001126 00 10/30/2012 110-1104-419.20-10 SUNLIFE 6.68 001127 00 10/30/2012 110-1105-412.20 10 SUNLIFE 12.13 000071 00 10/30/2012 110-1106-462.20-10 SUNLIFE 2.11 001128 00 10/30/2012 110-1107-418.20-10 SUNLIFE 8.79 001129 00 10/30/2012 110-1201-421.20-10 SUNLIFE 166.72 601130 00 10/30/2012 110-1202-425.20-10 SUNLIFE 8.79 001131 00 10/30/20 2 110 1205-422.20-10 SUNLIFE 111.63 001132 00 10/30/20 110-1301 433.20-10 SUNLIFE 10.02 001133 00 10/30/201 110-1303-431.20-10 SUNLIFE 35.83 001134 00 10/30/2012 110-1304-434.20-10 SUNLIFE 10.02 001135 00 10/30/2012 110-140 52.20-10 SUNLIFE 15.47 001136 00 10/30/2012 110 140 -451.20 10 SUNLIFE 22.15

'lI PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 20 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0003533 00 SUN LIFE FINANCIAL 001137 00 10/30/2012 110-1403-451.20-10 SUNLIFE 5.45 001138 00 10/30/2012 110-1404-451.20-10 SUNLIFE 24.26 001139 00 10/30/2012 110-1405-451.20-10 SUNLIFE 49.40 001141 00 10/30/2012 110-1901-417.20-10 SUNLIFE 12.62 001142 00 10/30/2012 110-1902-424.20-10 SUNLIFE 13.36 001143 00 10/30/2012 110-1903-417.20-10 SUNLIFE 16.70 001147 00 10/30/2012 110-3401-454.20-10 SUNLIFE 2.11 001140 00 10/30/2012 130-1601-437.20-10 SUNLIFE 39.73 001144 00 10/30/2012 130-1602 416.20-10 SUNLIFE 4.40 001145 00 10/30/2012 150-3301-416.20-10 SUNLIFE 4.39 001146 00 10/30/2012 150-3302-436.20-10 SUNLIFE 26.86 001148 00 10/30/2012 250-3501-463.20-10 SUNLIFE 20.04 VENDOR TOTAL * 697.80 ­ 0009000 00 SUNRISE CONSTRUCTION CO 000011166 UT 00 10/17/2012 170-0000-202.00-00 UB CR REFUND-FINALS 50.00 VENDOR TOTAL * 50.00 0000406 00 SURFACES INC. 61865 PI2019 084701 00 10/31/2012 250-350 63.45-15 FLOOR COVERING 5.00 61876 PI2020 084701 00 10/31/2012 250-3501- 63.45-15 FLOOR COVERING 1, 90.71 VENDOR TOTAL * 1,515.71--­ 0000191 00 SWEETWATER COUNTY CLERK 131278 PI1916 084646 00 10/19/2012 110-1101 411.33-02 FINANCE EXPENSES 75.00 VENDOR TOTAL * 75.00 ­ 0019120 00 SWEETWATER COUNTY SOLID WASTE 20298 PI1993 084687 00 10/23/2012 130-160 3.70-22 SERVICES 553.00 20300 PI1994 084687 00 10/23/2012 130-160 3.70-22 SERVICES 706.50 20305 PI1995 084687 00 10/23/2012 130-160 3.70-22 SERVICES 661.00 VENDOR TOTAL * 1,920.50 ­ 0000189 00 SWEETWATER PLUMBING & HEATING LLC 66187 PI2024 084705 00 10/29/2012 110-1405-451.61-21 MAINTENANCE AND REPAIR 190.90 VENDOR TOTAL * 190.90 ­ 0019104 00 SWEETWATER TROPHIES 15246 PI2070 084746 00 10/31/2012 110-1201-421.61-30 POLICE EQUIPMENT & SUPPLY 35.00 VENDOR TOTAL * 35.00 ­ 0009000 00 SZUDERA, EDWARD 000010375 UT 00 10/17/2012 170-0000-202.00-00 UB CR REFUND-FINALS 48.44 VENDOR TOTAL * 48.44 0021608 00 TAYLOR MADE GOLF CO., INC. 18575920 PI1900 084631 00 10/19/2012 110-1402-451.61-33 SPORTING & ATHLETIC EQUIP 128.52 VENDOR TOTAL * 128.52"­ 0021496 00 TEGELER & ASSOCIATES PREPARED 11/0 /2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 21 PROGRAM: GM33 AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0021496 00 TEGELER & ASSOCIATES 51413 PI1954 084675 00 10/23/2012 110-1501-411.52-01 INSURANCE 294.00 VENDOR TOTAL "* 294.00 ­ 0000200 00 TIP-TOP CLEANERS & EMBROIDERY 10512 PI1999 084693 00 10/24/2012 110-1205 422.61-30 CLOTHING & APPAREL 24.00 VENDOR TOTAL "* 24.00 -­ 0000201 00 TIRE DEN 1GS186992 PI2112 084 00 1013112012 110-120 -421.61-25 BLANKET ORDER 742.56 1186320 PI2114 08477 00 10131/2012 110-130 31. 61-20 BLANKET ORDER 170.00 1186455 PI2115 08477 00 1013112012 110-1303-4 1.61-20 BLANKET ORDER 38.00 llGS186922 PI2113 08477 00 10/31/2012 110-1401-4 .61-20 BLANKET ORDER 214.56 1187868 PI2117 084775 00 10/31/2012 110-1401-45 .61-20 BLANKET ORDER 240.00 1187601 PI2116 084775 00 10/31/2012 110-1405-45 .61-20 BLANKET ORDER 15.95 VENDOR TOTAL "* 1,421.07­ 0021609 00 TITLEIST 1000051 PI1899 084630 00 10/19/2012 110-1402-451.61-33 SPORTING & ATHLETIC EQUIP 912.28 1022232 PI2025 084706 00 10/29/2012 110-1402-451.61-33 SPORTING & ATHLETIC EQUIP 145.04 VENDOR TOTAL "* 1,057.32 -­ 0022434 00 TREATMENT COURT OF SWEETWATER 131279 PI2032 084713 00 10/26/2012 110-1501-450.42-00 FINANCE EXPENSES 6,000.00 VENDOR TOTAL * 6,000.00 0023003 00 TRIHYDRO CORP - 0073 6 1922 079694 00 10/23/2012 110-1 1-433.33 10 SERVICES 949.05 0074 2 124 079694 00 11/01/2012 110-1 1-433.33-10 SERVICES 1,491.42 VENDOR TOTAL * 2,440.47---­ 0023138 00 TRUSTED NETWORK SOLUTIONS 4738 PI1955 084676 00 10/23/2012 110-1107-418.43-01 COMPUTERS,DP & WORD PROC. 5,688.00 VENDOR TOTAL * 5,688.00­ 0000209 00 UNION PACIFIC RAILROAD 02760 93 PI1917 084647 00 10/19/2012 130-1601-437.33 10 SERVICES 11,214.00 VENDOR TOTAL * 11,214.00­ 0021596 00 UNITED REPROGRAPHIC SUPPLY, 0274305IN PI1975 084681 00 10/23/2012 110-1301-433.43-01 EQUIPMENT MAINT & REPAIR 104.00 VENDOR TOTAL * 104.00 -­ 0022500 00 UNITED SITE SERVICES 114846708 PI1927 084654 00 10/23/2012 110-1401 452.4 -10 FENCING 48.00 114859332 PI1895 084627 00 10/19/2012 110-1405-451.4 10 EQUIPMENT RENTAL 106.75 VENDOR TOTAL * 154.75­ 0019689 00 UNITED STATES WELDING INC 6122157 PI2200 084816 00 11/01/2012 110-1303-431.61-20 WELDING EQUIPMENT/SUPPLY 71.53' PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 22 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0019689 00 UNITED STATES WELDING INC 6117827 PI1918 084648 00 10/19/2012 110-1903-417.61-20 WELDING EQUIPMENT/SUPPLY 110.82

VENDOR TOTAL * 182.35~ 0020380 00 UPS 000065XW67402 PI2086 084760 00 10/31/2012 110-1102-412.61-01 SERVICES 14.26 000065XW67402 PI2087 084760 00 10/31/2012 110-1201-421.61-01 SERVICES 59.24 000065XW67412 PI2088 084760 00 10/31/2012 110-1201-421.61-01 SERVICES 42.07 00006 5XW6 74 2 2 PI2089 084760 00 10/31/2012 110-1201-421.61-01 SERVICES 35.39 VENDOR TOTAL * 150.96­ 0023170 00 URRUTIA, MOSES 275 000507 00 10/23/2012 295-3508-463.40-10 NOV 2012-TOM POTTER 283.00 VENDOR TOTAL * 283.00 0000999 00 US POSTMASTER 000530 00 10/24/2012 250-3501-463.61-01 30 ROLLS OF 100 STAMPS 1,350.00 VENDOR TOTAL * 1,350.00 ­ 0003549 00 USPS-HASLER 000788 00 10/18/2012 110-1101-411.61 01 POSTAGE 30.05 000789 00 10/18/2012 110-1102-412.61-01 POSTAGE 84.70 000790 00 10118/2012 110-1103-415.61-01 POSTAGE 438.51 000791 00 10/18/2012 110-1105-412.61-01 POSTAGE 300.10 000792 00 10118/2012 110-1201-421.61-01 POSTAGE 125.05 000189 00 10/18/2012 110 1202-425.61-01 POSTAGE 38.98 000793 00 10118/2012 110-1205-422.61-01 POSTAGE 23.00 000794 00 10/1812012 110-1301-433.61 01 POSTAGE 17.70 000795 00 10118/2012 110-1402-451.61-01 POSTAGE 9.05 000796 00 10/18/2012 110-1403-451.61-01 POSTAGE 6.30 000797 00 10118/2012 110-1404-451.61-01 POSTAGE 15.00 000798 00 10118/2012 110-1405-451.61-01 POSTAGE 38.25 000799 00 10/1812012 110 1901-417.61-01 POSTAGE 315.11 000800 00 10118/2012 110-1902-424.61-01 POSTAGE 11. 70 000801 00 10118/2012 110-3401-454.61 01 POSTAGE 7.50 000802 00 10118/2012 130 1602-416.61-01 POSTAGE 268.25 000803 00 10/18/2012 150-3301-416.61-01 POSTAGE 268.25 000804 00 10118/2012 250-3501-463.61 01 POSTAGE 2.50 VENDOR TOTAL * 2,000.00 0000214 00 VAUGHN'S PLUMBING ­ 9042 PI2035 084716 00 10/31/2012 110-1401-452.43-10 AIR CONDITIONING & HEATNG 294.70 VENDOR TOTAL * 294.70­ 0000623 00 VERIZON WIRELESS 1128623610 PI1956 084677 00 10/23/2012 110-1101-411. -02 TELEPHONE SERVICES 48.83 1128623610 PI1957 084677 00 10/23/2012 110-1201-421. 02 TELEPHONE SERVICES 70.79 1128623610 PI1958 084677 00 10/23/2012 110-1204-429.5 02 TELEPHONE SERVICES 92.24 1128623610 PI1959 084677 00 10/23/2012 110-1205-422.53-02 TELEPHONE SERVICES 69.29 VENDOR TOTAL * 281.15 ­ 0023354 00 VS VISUAL STATEMENTS INC

" PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 23 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0023354 00 VS VISUAL STATEMENTS INC 23297 PI2202 084818 00 11/01/2012 110-1107-418.74-15 COMPUTERS,DP & WORD PROC. 13,995.00 VENDOR TOTAL * 13,995.00 ",.­ 0000553 00 WALMART COMMUNITY BRC 131360 PI1960 084678 00 10/23/2012 110-1105-412.60-01 BLANKET ORDER 9.68 131360 PI1961 084678 00 10/23/2012 110-1106-462.61-30 BLANKET ORDER 73.05 131360 PI1962 084678 00 10/23/2012 110-1201-421.61-10 BLANKET ORDER 494.52 131360 PI1963 084678 00 10/23/2012 110-1201-421.61-30 BLANKET ORDER 113.43 131360 PI1964 084678 00 10/23/2012 110-1202-425.61-30 BLANKET ORDER 205.64 131360 PI1965 084678 00 10/23/2012 110-1205-422.61-30 BLANKET ORDER 299.89 131360 PI1966 084678 00 10/23/2012 110-1303-431.61-30 BLANKET ORDER 231.57 131360 PI1967 084678 00 10/2312012 110-1403-451.61 32 BLANKET ORDER 33.97 131360 PI1968 084678 00 10/23/2012 110-1404-451.61-30 BLANKET ORDER 194.31 131360 PI1969 084678 00 10/23/2012 110-1405-451.61-20 BLANKET ORDER 85.67 131360 1970 084678 00 10/23/2012 110-1405-4 1.61-30 BLANKET ORDER 636.62 131360 1971 084678 00 10/23/2012 110 3401-4 4.60-01 BLANKET ORDER 64.80 131360 PI1972 084678 00 10/23/2012 250-3501-4 .60-01 BLANKET ORDER 326.66 VENDOR TOTAL * 2,769.81­ 0022797 00 WARE, TED 265 000508 00 10/23/2012 295-3508-463.40-10 NOV 2012-NORMA SMITH 782.00 VENDOR TOTAL * 782.00 0000999 00 WASHINGTON, ERIC 000564 00 11/02/2012 110-1404-451.58-01 Travel Reimbursement 27.64 VENDOR TOTAL * 27.64 ./"" 0021221 00 WEBB, REGINA 000532 00 10/24/2012 250-3501-463.21-02 RESIDENT MGR OCT 2012 175.00 VENDOR TOTAL * 175.00 ­ 0003518 00 WELLS FARGO CARD SERVICES INC. 000559 00 11/02/2012 110-1101-411.58-01 Travel Expenses 68.74 000556 00 11/02/2012 110-1107 418.32-10 Educational Training 150.00 000557 00 11/0212012 110-1107-418.58-01 Travel Expenses 2,541.22 000554 00 11/0212012 110-1201-421.32-20 Memebersh~p fee 75.00 000555 00 11/02/2012 110-1201-421.58-01 Travel Expenses 967.30 000560 00 11/02/2012 110-1404-451.58-01 Travel Expenses 812.49 000562 00 11/02/2012 110-1404 451.58-01 Travel Expenses 58.46 000561 00 11/02/2012 110-1405-451.58-01 Travel Expenses 426.69 000558 00 11/02/2012 130-1601-437.58-01 Travel Expenses 57.18 VENDOR TOTAL * 5,157.08 ­ 0000221 00 WEST GROUP PAYMENT CENTER 825832652 PI2038 084720 00 10/29/2012 110-1102-412.32-20 LIBRARY SERVICES 864.75 825853378 PI2075 084750 00 10/31/2012 110-1201-421.32-20 LIBRARY MACH. & SUPPLIES 307.00 825902351 PI2076 084750 00 10/31/2012 110-1201-421.32-20 LIBRARY MACH. & SUPPLIES 221.04 VENDOR TOTAL * 1,392.79 ",.­ 0023000 00 WESTERN RELIEF, LLC PREPARED 11/02/2012, 9:44:35 EXPENDITURE APPROVAL LIST PAGE 24 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEO# VENDOR NAME EFT OR INVOICE - VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0023000 00 WESTERN RELIEF, LLC 2413 PI1930 084659 00 10/23/2012 110-1401-452.43-10 EQUIPMENT RENTAL 172.00 2414 PI1931 084659 00 10/23/2012 110-1401-452.43-10 EQUIPMENT RENTAL 332.00 2415 PI1932 084659 00 10/23/2012 110-1401-452.43-10 EQUIPMENT RENTAL 86.00 2416 PI1933 084659 00 10/23/2012 110-1401-452.43-10 EQUIPMENT RENTAL 86.00 2417 PI1934 084659 00 10/23/2012 110-140 52.43-10 EQUIPMENT RENTAL 160.00 2562 PI2163 084798 00 11/01/2012 110-140 451.43-10 EQUIPMENT RENTAL 1,008.00 VENDOR TOTAL * 1,844.00­ 0022145 00 WILD WEST WEED CONTROL 2012WEED#7 PI1924 082463 00 10/23/2012 110-1304-571.74 09 PEST CONTROL 7,014.50 VENDOR TOTAL * 7,014.50­ 0021220 00 WILLIAMS, PENNY 000533 00 10/24/2012 250-3501-463.21-02 RESIDENT MGR OCT 2012 175.00 VENDOR TOTAL * 175.00,...... 0022284 00 WIRELESS ADVANCED COMM., 12186310 PI1921 084652 00 10/19/20 110-1205-422.61-20 AUTO & TRUCK ACCESSORIES 102.20 VENDOR TOTAL * 102.20 ­ 0022122 00 WITMER PUBLIC SAFETY GROUP, 1442257 PI2164 084799 00 11/01/2012 10-1205-422.61-30 SAFETY EQUIPMENT 220.00 VENDOR TOTAL * 220.00""­ 0019828 00 WITTEK GOLF SUPPLY CO INC 282769 PI2165 084800 00 11/01/2012 110-1402-451.61-20 MAINTENANCE AND REPAIR 257.83 VENDOR TOTAL * 257.83­ 0023353 00 WOLLMAN, ELLEN 130619 PI2118 084776 00 10/31/2012 110 1501-411.33-01 SERVICES 869.25 VENDOR TOTAL * 869.25 .-­ 0022389 00 WYOLECTRIC 3880 PI2166 084801 00 11/01/2012 110-1205-422.61-20 EQUIPMENT MAINT & REPAIR 341. 56 VENDOR TOTAL * 341.56­ 0000234 00 WYOMING LAW ENF ACADEMY S7786 PI2072 084748 00 10/31/2012 110-1201-421.32-10 EDUCATIONAL SERVICES 575.00 S7802 PI2073 084748 00 10/31/2012 110-1201-421.32-10 EDUCATIONAL SERVICES 425.00 VENDOR TOTAL * 1,000.00 -­ 0000235 00 WYOMING MACHINERY 3034597 PI2201 084817 00 11/01/2012 130-1601-437.61-20 AUTO & TRUCK MAINT. ITEMS 87.90 VENDOR TOTAL * 87.90 ...... 0021941 00 WYOMING PEACE OFFICER'S ASSOC. 131157 PI2065 084743 00 10/31/2012 110-1201-421.32-20 SERVICES 450.00 VENDOR TOTAL * 450.00 ,.,./ 0019316 00 WYOMING TECHNOLOGY TRANSFER CT PREPARED 11/02/2012, 9;44;35 EXPENDITURE APPROVAL LIST PAGE 25 PROGRAM: GM339L AS OF: 11/06/2012 CHECK DATE: 11/06/2012 City of Rock Springs VEND NO SEQ# VENDOR NAME EFT OR INVOICE VOUCHER P.O. BNK CHECK/DUE ACCOUNT ITEM CHECK HAND-ISSUED NO NO NO DATE NO DESCRIPTION AMOUNT AMOUNT

0019316 00 WYOMING TECHNOLOGY TRANSFER CT 682 PI1919 084649 00 10/19/2012 110-1301-433.32-10 EDUCATIONAL SERVICES 135.00 VENDOR TOTAL * 135.00 ___ 0019940 00 WYOMING WORK WAREHOUSE 3155684 PI2121 084777 00 10/31/2012 110-1303-431.21-03 BLANKET ORDER 152.99 3155685 PI2122 084777 00 10131/2012 110-1303-431.21-03 BLANKET ORDER 147.59 3155688 PI2123 084777 00 10/31/2012 110-1303-431.21-03 BLANKET ORDER 112.49 3155538 PI2120 084777 00 10/31/2012 110-1404-451.46-00 BLANKET ORDER 124.99 3154863 PI2119 084777 00 10/31/2012 150-3302-436.21-03 BLANKET ORDER 149.39 VENDOR TOTAL * 687.45....­ 0000237 00 YOUNG-AT-HEART SR CIT CNT 1109 PI2167 084802 00 11/01/2012 110-1403-451.61-32 ART OBJECTS 42.99 VENDOR TOTAL * 42.99 ....­ 0022698 00 YWCA OF SWEETWATER COUNTY 129354 PI2033 084714 00 10/26/2012 110-1101-465. 4-10 ECONOMIC DEVELOPMENT SUPP 250.00 VENDOR TOTAL * 250.00 -­ 0021048 00 ZANETTI PRESTIGE COLLISION 8314 PI1928 084655 00 10/23/2012 110-1401-452.61-20 AUTO & TRUCK MAINT. ITEMS 2,918.00 VENDOR TOTAL * 2,918.00­ 0000239 00 ZEP MFG INC 42902793 PI1890 084534 00 10/19/2012 110-1405-451.61-20 JANITORIAL SUPPLIES 1,380.00 VENDOR TOTAL * 1,380.00 - 0023350 00 308 SYSTEMS INC. 2622 PI2001 084695 00 10/24/2012 110-1204-429.74-25 SAFETY EQUIPMENT 1,200.00 VENDOR TOTAL * 1,200.00 ./ HAND ISSUED TOTAL *** 7,082.25 TOTAL EXPENDITURES **** 2,382,396.14 7,082.25 GRAND TOTAL ******************** 2,389,478.39

~ CITY OF ROCK SPRINGS October 22, 2012

EMPLOYEE GARNISHMENTS Employee deductions $ 912.96 INTERNAL REVENUE SERVICE Electronic fund transfer $ 121,946.44 SWEETWATER FEDERAL CREDIT UNION Employee deductions $ 5,989.00 FLEXIBLE SPENDING ACCOUNT/BCBS Employee BCBS flexshare $ 1,978.51 MISCELLANEOUS DEDUCTION Employee deductions $ WYOMING CHILD SUPPORT Child Support payments $ 3,811.50 IDAHO CHILD SUPPORT Child Support payments $ 426.50 WASHINGTON STATE SUPPORT ENFORCEMENT Child Support payments $ 108.00

TOTAL CHECKS $ 135,172.91 City of Rock Springs

Payroll Authorization for October 22, 2012

Gross Payroll - $506,148.40

'.

City Council Agenda

New Business

Department ofFinance & Administration 212 D Street, Rock Springs, WY 82901 (307)352-1500 . Fax(307) 352-1516

MEMO

To: Honorable Carl R. Dem,har Jr., ~.~ City Councilors From: Lisa M. Tarufelli, Director of Administrative Services Date: October 29, 2012 RE: Employee Gift Certificates 2012

I am requesting the governing body approve the employee gift certificates for 2012. The certificates will be for $50.00, the same value as past years, and the funds are budgeted. If approved, the certificates will be issued to all qualified full time and permanent part time employees.

Thank you for your consideration of this request. • C~~e,,) ic) ellil& IOK~ {t/17/t 2. (/;1f~

APPLICATION FOR 24 HR MALT BEVERAGE/CATE~ING PERMIT

Licensing Authority: City of Rock Springs Permit Time '. 1.P-'1pfb Name of Event:: S W l:. H-',s-ft,'\CoJ "'U;~\Am - h\da~, ':rt.tttte.r-

Permit From: 1/ / /0 I i 2.- To: 1/ /)~ //7... Times of Event: _-=CC_,·ci.,.;.;,,.J.:./o;...;l'>1______

Number of Days Permitted: _----'i..-_____ Fee per day: $50.00 total Fee: _,..;;;..5..;;.;(')...,.....(_~__ . APplican~ 1-.., (ft){o~ ~pt>L D/B/A: LU1{P1 J::l-t.pul:J CqntactPerson: shalll']l'o. Cr{t..m~ ______. Pho~e: fP '1 V5&.l - tr'<:''14 Company location: C:;>~C.~1 /-00 thll n.l!lJ City,: ''Xat1 ,)prIIlJ.) stat~:LA_'~'...::.·1_-:,Zip: bdC,oi Mailing Address: PO ~ /Uiq I City: 'R<2t41.. SpYlnfJ,> stat~: . Zip: '6Jt:fc.bA, Business Phone: ,;l, Residence Phone: J 3(,1, bl( lfl ae, ({ ,~C' 7·,!3b;)· j.3 1 locati.on of Sales: \~H1CI(kJ~ '~~I.LU"'-' to\. ¥ \~r(X(ik~ J ~7. ~,t,d'i 'l<;i)c, <9 l

Applicants thatare receiving anything of value (i.e. money, goods ~nd/or services) from an indus re resentative must answer the folloWin

:I or Catering permit; are you:

{~/C4-

f [ :ORPORATION [J1LC OLlP

~iled residents ofWyoming for at least one year and not claimed . ! .'

nd residence address of all the offlcer,s and directors and of all 10%) or more of the stock of the corporation, llC or llP. Use back .(

LLC, Haveyou For OJrp, Date 01 DO NOT LIST PO BOXES Rendence Phone No 01 %01 II Have you been Up" Dlrtl, RuldenceAddrus, Street, CltJI, Number yean in Stock I been . Convicted 01Ii Applicants State & Zip corp or Held Convicted JIIotation LegalName LLe olaFeiony Relatin, to ,Jllolatlon? Aicollo/ic Liquor . orMalt Bevera es? G"'fI~k..~' S-jtHqlll\ .s;W\\Ji .....~tL~<;C,t\(;I'Ol. · YES 0 YES: 0 I 'Ko LJO.&~ I NO 0"­ NO ~ YES ·0 YES D NO [2r NO .EJ--­ .YES 0 YES 0 NO NO IT By filing thjs application, I agree to operate in Wyoming under the requjrement~ of W.S.12-4-S02 and all other applicable Wyoming laws and rules, and to file required sales tax reporting documents and ~e~ . ,

By signing this application. I acknowledge for 10 l4.fJl!1 I~JO(; 1:: ' . (Business Name) that all of the' information provided is true andcorrect, and t~at I agree to meet the Wyoming operating conditions specified above. '. This application must be isigned by an owner, partner, c~rporate office or LLC/LLP member..

VERIFICATION OF APPLICATION (Requires signatures by' ALL Individuals, ALL Partners, ONE (1) LLC Member, TWO (2) Corporate OffioerslDirectors, or TWO (2) Club Officers.) W.S. 12-4-i 02(b) , Under penalty of perjury, and the possible ~vocation or cancellation ofthe license, I swear. the above stated . facts, are true and accurate. .

Dated this 11

App~cant .

Signafure ofLicensing Authority Official Mayor I / ---.--.----~------~-c_--_:_----- Title Date.

* Malt Beverage/Liquor Catering Permits for events at city facilities 'are reviewed by the Mayor and may require evidence of secllrity for the event arid liquor :liability insurance in the amount.of $1,000,,000 with the· City of Roc~ Springs named as an addit,ional insured.

t Security Required? I ) Yes No

Liquor Li~bility Insurance Required? 0 Yes 0 No Cc, rP6,({;c1A tJII /1 erYl fut S ('On) .

{JOole I C(fltfnousfJf2- 13/(UY\L -~k_ /!tal (iItllnottspZ.

/~OO CO~jSL. dl1 iY&e bulJneJ- Cfr<:.it? ;20"1 LI~./'J St~.

; D(i- spll',,) $, 0, ~uJ SpYl"")S, Lu.!1'8JClO J J?aJ ,sPr/;;':;s/ Lu'1 .fdC/(.)/ tdCfVJ q.DI/' L/ q~~ /., O,<)i /,

f\J 0 kJ eCl~ que::;.l.itJV\ Do ~ .(!tlChcl()JsL'~n!

~, "::> j I') (Dj{ p:x~ i.-//J"1 ~ I ~ I r'\ ten pu 1:-, h

30:')' - o.tf";)l Sep. 5. 2012 1:48PM No. 1670 P. -----, OP 10' CP AC-ORD' CERTIFICATE OF LIABILITY INSURANCE DA16 (MMIDDIYVYY) ~ I 09/05/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONL.Y AND CONF(;RS NO RIGHTS UPON THE. CERTIFICATE I-lOLDER. THIS C(;RTIFICATl; DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORtJEO BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEI;N THE ISSUING INSURER(S). AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE 1-l0LDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, Ihe pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollclss may TGqulTe an ondorsGlnent. A statement on this certiricate does not confer rights to the I certificate holder In lieu of such endorsomentjsl· PRODUCER 307·362-3743 CONTACT ;,'60mlng Financial·Rock Springs ,-~ P Box 2067 307·362...4730 III I r~.NoJ; Rock S,!:ingS WY 82902 ~ADDSE55: Robert Zottr :;~g~~~~~ ID lI·lIQUO.1 _. INSUR~IS) AFFORDING CQl1liRAGE NAIC' INSURED The Liquor Depot, loLC IflsuRERA:Colorado, Casual~Jn6urance Co 41785 PO Box'1007 IIf.5URERB: ~ Rock Springs, WY 82901 IHSUR"RC: INSURI':RD: niSURER E! I INSUII""F: COVERAGES CERtiFICATE NUMBER' REVISION NUMBER' TI-IIS IS TO CERtiFY lHAT TI-IE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSIJED TO THE INSURED NAMED ABOVE !"OR THE POLICY PERIOD INDICATE'.O. NOTWITIiSTANDING ANY REQUIRfOMIONT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICAlE MAY Bt ISSUE:O OR MAY PE~lAIN, TI-IE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECl TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS S':!OWN MAY HAVE BEEN REOUCE:D BY PAID CLAIMS. IN5R UR TYPE Of IN5 URAtlCf ~~i ~~ pOLICY HUMSER lJ.&sr~~~~1 il~}~~~ LIMITS GENERAL lIAiliuTY r--­ EACH OCCuRRENCE $ 2,OOO.OO~ A X COMMERCIAL GEIIERAL LIABILITY BOP8B69452 08/01112 08/01/13 ~~~~~ IE':'" I ",u $ 50,OOC -W CLAlMS·/MDE W OCCUR MEO W1M~OM l'..ef9Ml $ 6,OO~ - P£RSONAl & AD'" INJURY $ 2.000.00~ GENERAL AGGREGATE ,$ 4,000,OO~ ~ GEN'L AGGREGATE LIMIT APnS PER: i f'f\OOUClS - COMPlor AGG $ 400,OO~ 11 pOLlcyrl P,~~: loe /uquor $ 1.000,000 COM81NEO SINGLE W"IT , AUTOMOlll1-E ~lAlltUl'Y ,$ 1,OOO,OOt i"­ (Ea accld~n\) BA8869352 08101/12 08/01/13 ~ ---­ A ~ Am .AUTO 80DllY INJUAY (f'el p<;f90n) oS ,.--~ i~ ALL OWNED AUTOS BODIW INJURY (Pijf acddsl1\) $ SCHEDLIlEO AUTOS DAMAGE ~ PROPERTY $ -X I-1IREDAUTOS (Per ac:ddenl) .A NON-OWNED AUTOS $ $

UMBRELLA lIAl! HOCCUR : I EACH OCCURREIICE $ ~ EXCESS WI!! CLAIMS-MADE I A13GAEOAlE $ - $ r-- DEDUCTIBLE RE1'ENTlOtI $ .5 WORKERS COMPENSATION /T~~"T~N~ , IQ~- liND EMPLOYERS' lIASluN YIN X my PROPRIETORIPARTNERlEXEcuTIVe 0 ~OMING STOP GAP LIAf:I 08/01/12 08/01/13 E.L EACH ACC1DENT $ ;1.000.00~ OFFICERIMEMIlER EXCLUDED? N/A (Mandatory In ItH) E,l. DISEASE ­ EA EMPLOYEE $ 2,OOO,OO~ Ir~e~

DESCRIPTIOn OF OPERATions f LOCATIONS f VEHIOI.ES (Allich ACORD 101. Addlllcnal R.. IlIlfl(. Schedule. If more sp.e, 1$ nqllfrod) 352-151S

CERTIFICATE HOLDER CANCELLATION CITYROC SHOULD ANY OF THE ABOVE; OESCRIElE;1) POLICtf:S Bf: (;ANCEUIW BEFORE 'J'HE EXPIAATION DATE. THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE; POLICY P~OVI$lON$. City Of Rock Springs Melissa .­ 212 D st AUTHORIZED RE.PRESENTATIVE Rock Springs, WY 82901 C..lu.Jl.->·~6v.;,~

I -.~"~.----~----~--.-~.~-~-. @1988.2009ACORD CORPORATION. All fights reserved 10

APPLICATION FOR 24 HR MALT BEVERAGE/CATERING PERMIT D (',). :cl::l;' ">-'" licensing Authority: City of Rock Springs Permit Time 1pr''\ - rY) 1(})nf(',!L'1 . <....J Name of Event:' .\t~? Q~ V'\ ? (". .nQ '1 C t:: e . J (V) iL\~' I t· ~ Permit From: \' / &~ I I'il- To:; I / ~I (;;. Time~ of Event: CIt '.09J:o p,-oO ~ 1:.c:' (Ie Number of Days Permitted: 1 Fee p\l!lr day: $50.00 Total Fee: "-rut)­ . APPlicantE~%a v Co () n-ZQ-\...... C--E::-. -~ D/B/A: _~______CQntact Person: ~?~Cdi.a-!.Y1'l.!..!C-e______. Phone: "30 q ) "1'S";-l .,." 'is \

Company location: ___-,-______~___ City,: State: , Zip:,____ Mailing Address: t8~\ f \f\.1'Std3-=t City: t20cK 5el~n~State: w~ Zip:' 8Lqol Business Phone: ______:------Residence Phone: ______location of Sales: oLUed- u.l().·~"c:V :f"ven (:o\'-n t'l< ')( . Applicants that·are receiving anything of value (i.e. money, goods and/or services) from an indust representative must answer the followin , As an applicant for a 'e you:

A OQnprofit corpore YES 0 NO 0

Qualified as a tax e 1ue Code; YES 0 NO 0

And have been in ( :) years. YES NO [j

FILING AS (CHOOSE ONL ~DivIDU~L 0 DllP NOTE: Individual and Part[ 'or at least one year and not claimed residence in any other state i

if a. corporatIon. llC or l ail the officers and directors and of all shareholders owning jointly of the corporation. llC or llP. Use back .of form if adqitionaf space IE

For Corp, LLC, Date of DO NOT LIST po. BOXES Residence PffOne No of %of Haveyou Haveyou been UP' Blnll Residence Address, Street, Cit;y, Number yearN ;11. Stock been CO/lvlc(ed ofIi Applicants State&Zlp corp or Held. Conl'icted Violation L egal Name LLC ofaFelony Relaiing (0 I 'Violation? Alcofwlic Liquor orMol( i BeJJerages? I , I YES 0 YES: 0 NO 0 NO 0 YEs·D YES 0 NO o i NO ,0 YES i' D~U- i i NO D. NO 0 I 1 YES g I YES!d I, ' i'. I INO D i NO 0 ---:- (If more informatlon'ls required. complete in identical form, Oil a separate niece of J)3perand attacb to this a~l:!lication.) By filing thJs application, I agree to operate in Wyoming under the requirements of W.S.12-4-502 and all other applicable Wyoming laws and rules, and to file required sales tax reporting documents !;\nd taxes. .

By signing this application, I acknow!edge for . (Business Name) that all of the' infonnation provided is true and correct, and that I agree to meet the Wyoming operating conditions specified above. '. This application must be signed by an owner', partner, c?rporate office or LLC/LLP member, .

VERIFICATION OlF APPLICATION (Requires signatures by' ALL Jnrlividurus, ALL Parmers, ONE (1) LLC Member, TWO (2) Corporate Officers/Directors, or TWO (2) Club Officers.) W.S.12-4-102(b) Under penalty of perjury, and the possible r~vocation or cancellation of the license, I swear. the above stated . facts, are true and accurate.' .

Datedthis CJ~ dayof Qcfu.b • 8{)/~ . Applic

Applicant.

Signature ofLicensing Authority Official Mayor / I Title

* Malt Beverage/Liquor Catering Permits for events at city faci~ities are reviewed by the Mayor and may require evidence of sec~rity for the ev~nt arid liquor liability insurance in the amount,of $1,000.,000 with the, City of Roc~ Spr.ings named as an addit,ional insured.

Security Required? C21'Yes c::J No Liqllor Liqbility Insurance Required? azJYes =.=J No Hood, Laurie

From: Betty Greene Sent: Sunday, October 21, 2012 4:33 PM To: Hood, Laurie Subject: Sentry Security and Protection. Inc/Edgar Gonzalez

Laurie; Edgar Gonzalez has contacted Les to do the security for a dance he wants to hold on November 23, 2012 at the SW CO Events Complex. We will have 3 guards there starting @ 9:00 PM until 2:00 AM, If there are any questions, please give us a call. Thank you Les and Betty Greene, Sentry Security

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The message was checked by ESET NOD32 Antivirus. bltp://www.esetcom

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APPLICATION FOR 24 HR MALT BEVERAGE/CATERING PERMit licensing Authority: City of Rock Springs Permit Time :).p1Y) - rf)Jd n::J h+ Name of Event: 1:='MC Q6irrUiM-t>J( P~t:'1 Permit Fro'm:11 J J I /2.. To: I( I t I' L- Time~ of Event Number of Days Permitted: ___J_____ Fee per day: $50.00 Total Fee: . Applican~; Lt3vJ)' ~ c D/B/A: <;tJ-tJDS C4--r6fl (,.J r: Cqntact Person: . LV {rJ (0 LEW , Phone: r ~ 07 sf'! 130'1 Company Location: lG4-1 c:rI"- S+ City: [20 ck 5PIlrAlfrstate: lPIv zip:f'2-9o( . - , . {r l' l( If Mailing Address: _--::::--______City: ______State: €, Zip: ___ Business Phone: __?o---..:.'7_-_3;.....r.;;...6_z_-_b__S _'+..:--r--:·:-::--__

Location of Sales: 40D f:<. . I Applicants that-are receiving anything of value (i.e. money, goods andlor from an indus ra resentative must answer the followin t beverage or catering permit; are you:

:ed under the laws of this state; YES D NO '&l lization under the Internal Revenue Code; YES D NO 8-: 'peration for not less than two (2) years. YES NO ~

IP ~RPORAT'ON OLLC DLLP ust be domiciled residents of\Vyoming for at least one year and not claimed ;emonths. . ,

III names and residence address of all the officers and directors and of all m percent (10%) or more of the stock of the corporation, llC or UP. Use back

For Corp, llC, Date. of I DO NOT LIST PO BOXES Residence Phone No of %of Hove you I Have you been LLP' Birtfl Residence Addrus, Street, City. Number years in Stock been· Convicted ofIi Applicants i State & Zip corp or Held Convicted. Violation LegaiName LLC ofaFelony Relating to 'Violation? Alcoholic liquo, or Malt r" Beverlllles? . f£-'>,ry(./ O~I' YES: 0 IAJIA~ L6J I /1-1~f /0/ hJl'-C> OISE •='07... ?&1-~ ~ Js- loo1c. ~gsa! NO ~ I YES ,0: YES D NO D· NO 0 I .YES D YES D NO D NO D YES 0 YES 0 I NO 0 NO D afmore information' Is required complete in identical form, on a se~al'ate piece of ~a~er and attach to this a~l!licatioD'l W~jb ~j/UYJ MOOltlea '!IUY

By filing thjs application, I agree to operate in Wyoming under the requirements ofW.S.12-4~502 and all other applicable Wyoming laws and rules, and to file required sales tax reporting documents a.nd taxes. .

By signing this application, I acknowledge for_:-:'_L-;-',-;-r?v-:/_S_'--:..;...r_Al---:-C-_--:-:-~-'-;--__:_--_:__ (Business Name) that all of the' information provided is true and correct, and that I agree to meet the Wyoming operating conditions specified above. " This application must be signed by an owner, partner, c~rporate office or LLC/LLP member.

VERIFICATION OF APPLICATION (Requires signatures by" ALL Individuals, ALL Partners, ONE (1) LLC Member, TWO (2) Corporate Officers/Directors, or TWO (2) Club Officers.) W.S.l2-4-102(b) Under penalty of perjury, and the possible ~vocation or cancellation of the license, I swear .the above stated ' facts, are true and accurate. . D~ted this ~ay of 0d-. iJ:i

Applicant,

Signafure ofLicensing Authority Official Mayor / ! Title

* Malt Beverage/Liquor Catering Permits for events at city facilities are reviewed by the Mayor and may require evidence of security for the event arid liquor liability insurance in the amount, of $1,000,,000 with the· City of Rock Springs named as an additional insured.

Security Required? dYes p No

Liquor Liqbility Insurance Required'? 0 Yes No 'iJD n'£L, !;:~D-- A~~\ OV ,ch ~ n -:l."J("3 OPID:MM DATE (M MIDD/yyYVj CERTiFICATE OF LIABiliTY INSURANCE 09/07/12 " CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS' ..::RTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES '" BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED-, (i REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 307 -857 ·3737 ~omiM~I~inancial- Riverton 307-856-0931 Riverton, WY 82501 c-1;"~p'-"""'J"~.~-.-~.~,~.~~-.----,--_---'-l."''''L':~______,_.~ ·1 Stephen Dodson

INSURED ,. Buddah Bob's Bar < 1549 9th Street Rock Springs, WY 82901

L­ ______~IN~S~U~R~ER~F~______~______~

rC~O~V~E~R~A~G~E~S______~C~E=R~TI~F~IC~A=T~E~N~U=M~B~E=R=:~~~~~~~~~~~~~~R~E~V~I~SI=O~N~N~U~M~B~ER~·~~~~~~_. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE. POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ~1~~fu~R+_--__-~~PE~OF~I~N~SU~R~A~N~C~E-----~I~ND~~~3R~'L~!~u8~[~4-._____P~O~LI~CY~NU~M~8~ESR______~~~q~~~~~FaY!!·~~w~g~fui01%~~~~aXi~~Ir-,----~--~------~LI-M~IT-S------'-~~-·--·--

! GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -''"i----~.------~- 12/31/11 12/31112 ~~~~GE TO RENTE~ , A Fx~MMERCIAl GENERAL LIABILITY x ACP7505400246 PREMISES lEa occurrencel $ _____10~~~~ R=:J CLAIMS-MADE !lD OCCUR MED EXP (Anyone person) S 5,000 PERSONAL & ADV INJURY $ 1,000,000 W-~-~-'--~--- i GENERAL ",-,,,,,cur' c $ ____~,OOO,O~~ r-~.!~·LAGGR~~E LIMIT AP~IES PER: PRODUCTS - COMPIOP AGG $ 2,000,000 $ X l POLICYL L~ ~_J..t:O--.::C'--__+-__t-+-_------__+-----__1----f_-----...._-___r------...... j COMBINED SINGLE LIMIT IAUTOMOBILE liABILITY $ (Ea acddenl) [] ANY AUTO BODILY INJURY (Per person) $ ..' f--_': ALL OWNED AUTOS BODILY INJURY (Per aCcident) $ f- SCHEDULED AUTOS (;'~;:'de~gAMAGE S HIRED AUTOS I~'- NON-OWNED AUTOS , $ r~ is f..-, UM~REL~ LlAB EACH nrr.lll>l,.",('c $ EXCESSLiAB H~~CUR ,,'r-ocr-ATe $

__ DEDUCTIBLE $ I RETENTION $ $ WORKERS COMPENSA TION !T~~TfTIU- I IOl~- J ,_,~,_,_.L'M1IlL'.-_. AND EMPLOYERS' LIABiliTY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE 0 E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory In NH) I' E.l. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.l. DISEASE - POLICY LIMIT $ A Property Section I, X ACP7505400246 12/31/11 12/31/12 Building 560,000 A ILiquor Liability ACP7606400246 12/31/11 12131112 Aggregate 2,000,000 ~,-L,-----__-_------~-L-L------~----~------,L------DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) ______General Liabilitv and Liquor Liability Coverage for the event on 09/25/12. Location: Broadway Theater

CERTIFICATE HOLDER CANCELLATION CITRR02 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ". , THE EXPIRATION DATE THEREOF, NOnCE WILL BE DELIVERED IN City of Rock Springs ACCORDANCE WITH THE POLICY PROVISIONS, . 212 D Street Rock Springs, WY 82901 AUTHORIZED REPRESENTATIVE

L--______~______-L______~------__~--~~~~~~~~------~--~~ @1988-2009ACORD CORPORATION. All rights reserved. ACORD 2~ (2009/09) The ACORD name and logo are registered mar!{s of ACORD CCft v 'b Cht~C LC;~~\.flP .: 101 z.tj /Z.fP J i:.­ /YIIC­

APPLICATION FOR 24 HR MALT BEVERAGE/CATERING PERMIT

Licensing AuthorilV: City of Rock Springs Permit Time 4 P.M. to Midnight . . Name of Event: United Steelworkers Christmas Party --=so..'C>. ~i'> ,QQ.\. l:> Permit Fro'm: 121 8/2012 To: 12/08 12012 Time~ of Event 4 P.M. to Midnight

Number of Days Permitted: 1 Fee per day: $50.00 Total Fee: $50.00 .Applicant: JAD Inc. D/BIA: ...!:J~o:.::::e..!::'s:...!L=.!.iq~u::.:o::.!.r...::&::::...=B.::::.a:....r______Cqntact Person: Angela Gaensslen . Phone: (307 ).389 _4408 Company Location:_5_1_6_E_lk_S_t_re_e_t______City.: Rock Springs State: WY . Zip: 82901 Mailing Addfess: _S_a_m_e______City: _____State: ___ Zip: ___ BUsiness Phone: 307-382-9816 Residence Phone: 307-389-4408 Location of sales: Sweetwater County Events Complex Applicants that·are receiving anything of value (i.e. money, goods and/or services) from an indus resentative must answer the followin

. ASi Catering permit; are you:

laws ofthis state; YES D NO D

Q the Internal Revenue Code; YES D NO D i. Jl at less than two (2) years. YES D NO [j

FILIN. DIN[ 'ORATION 0 LLC DLLP

NOTE residents ofWyoming for at least one year and ~ot c~almed reside)

If a. CI ~sidence address of all the offIcers and directors and of all share~ or more of the stock of the corporation, LLC or LLP. Use back .offom For Corp,!Lc, Date of DO NOT LIST PO BOXES Resilkn.ce Phone No of %of Have you Haveyou 6eell LLP' Birth. Rt!SIdt!lU!e II dtIress. Street, CIty. NllmiJer yeo.rsin Stock 6een . Convicted ofIi AppOcanis State & Zip corp or Held Convicted JIIotatlon LegalNflI'fltt UC. ofllFe~1rY Reladng to : 'Jllofatlon? IItcohoUc Uquor Dr Malt BevrrQJles? . Angela 1;jl1 LlOerty· Dnve 1 YES D YEs:D Gaensslen 05/25/70 Rock Springs, Wy 307 -389-440E 6 100'X NO l2J NO i1 YES i YES·D I i= NO . NO D r­ ..YES 0 I YES ~ I ! NO D NO YES bI YES - i i NO 0 NO D (Ifmore iDror~atioD'ls required. complete In identical form. on a senarate niece of oaper and attach to this apPlieation.) By filing thjs application, I agree to operate in Wyoming under the requjremelits of W.S.12-4-502 and all other applicable Wyoming laws and rules, and to file required sates tax reporting documents ~nd taxes. .

By signing this application, I acknowledge for ==s S\. '3::J ~ ""C: <' • (Business Name) that all of the" Information provided is true and correct, and that I agree to meet the Wyoming operating conditions specified above. '. This applicatfon must be signed by an owner', partner, corporate office or LLCILLP member..

VERIFICATION OF APPUCATION (Requires signatures by" ALL Individuals, ALL Partners, ONE (1) LLC Member, TWO (2) Corporate OfficersIDirectoIS, or TWO (2) Club Officers.) W.S.12-4-i 02(b) . Under penalty of perjury, and the possible re.vocation or cancellation ofthe license, I swear .the above stated . facts, are true and accurate. ­

'Datedthisa,\ dayof ~~~" ,~\:d. ~A ~~~ ~ Applicant

Applicant

Signature ofLicensing Authority Official Mayor I I Title Date

* Malt Beverage/Liquor Catering Permits for events at city faci~ities are reviewed by the Mayor and may require evidence of security for the event arid liquor liability insurance in the amount.of $1,000.• 000 with the- City of Roc~ Spr.1ngs named as an addit.ional insured.

Security Required? d9 Yes c:::J No

Liquor L!Q.bil1ty Insurance R~quired? ~Yes 0 No CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMA1l0N ONLY AND CONFERS NO RIGHTS UPON THE CER11F1CATE HOLDER. THIS CER11FICATE DOES NOT AFARMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. THIS CERllF1CATE OF INSURANCE DOES NOT CONS11TUlE A CONTRACT BElWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR AND THE CER11F1CATE HOLDER. must may require an endorsement A statement on this certificate does not confer rights to the ~~~~~~1---r

Drive-In Uquor & Bar Elk Street Rock Springs, WY 82901

COVERAGES CERTIFICATE NUMBER; REVISION NUMBER·. THIS IS TO CERllFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INOICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONomON OF ANY CONTRACT OR OTHER DOCUMENT IMTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AlL THE TERMS, EXCLUSIONS AND CONDmoNS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAlO ClAIMS. POUCYEFF POUCYEXP liN: TYPE OF INSURANCE POLICY NUMBER IJMITS GENERAL UABIU1Y 1--­ ./ ./ E;ACH OCCURRENCE $1000000 A PRE'MiS'fu. I HI::NfE[; r­~ERCIAL GENERALllABlUTY sexel ClAlMs-MADE [l] OCCUR MSE012C3792 121812012 12110/2012 I MED EXP (Any one parson) saxel 7r- Uguor Uability U'ERSONAL &ADV INJURY sexel r­ ~ERAI.. AGGREGATE s2000.000 ~AGGREGATE LIMITAPPUES PER: ~CTS- COMPJOP AGG sexel POLICY n:,:s: n LeC s r-AUTOMOBILE UABlUTY &g~i"NGLE LIMIT '­ ANY AUTO i BOOIlY INJURY (pElf penIIOII) $ r- All OWNED ;-- SCHEDUlED AUTOS AUTOS i BODILY INJURY (PElf accident) II r- ;-­ NON-OWNED HIRED AUTOS AUTOS S r­ '-~ ~=~GE ill U1II8REU.A UAB r- HOCCUR . E;ACH OCCURRENCE $ EXCESSUAB ClAlMS-MADE i AGGREGATE II DEDI I RETENTION S $ WORKERS COMPENSATION IO~ AND EIIIPLOYERS' UABiUTY YIN I ~:If'JP-rS I ANY PROPRIETORIPARTNERIEXECUTlVE E.L E;ACH ACCIDENT $ OFRCER/MEMBER EXCLUDED? D N/A ~ (Mandatory In NH) _E.L OISEASE - EA EMPLOYEE $ . II .... deI!aiI>a under ._.­ D~RlPl1ON OF OPERATIONS bekIw I E.L OISEASE - POlICY LIMIT S

i DESCRIPllON OF OPERA11ONS I LOCAl1ONS IVI:HICL.ES (Altllcb ACORD 101, AddItIomd RenIaIb Schedule, If_ space Is required) Special Event - Holiday Party 1218/2012 It is agreed that "Sweetwater County Fair Board, Sweetwater Events Complex, and Sweetwater County are included as Additional Insured for the event.

Event Location: Sweetwater Events Complex 3320 Yellowstone, Rock Springs, WY 82901

CERTIFICATE HOLDER CANCELLA110N Sweetwater County Fair Board Sweetwater Events Complex SHOUI.O ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEUED BEFORE THE EXPlRAnON DATE THEREOF, NOllCE WlU. BE DELIVERED IN Sweetwater County ACCORDANCE WITH THE POLlCYPROVlSIONS. 3320 Yellowstone Rock Springs, WY 82901 AUllIORIZED REPRESENTAllVE Timothy A Kelly I © 1988-2010 ACORD CORPORATION. All rights reserved, ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Hood. Laurie

From: [email protected] Sent: Thursday, September 27,20129:53 AM To: Hood, Laurie Subject: Sentry Sentry/United Steel Workers

Laurie; This is to advise that Ruth Ann Nelson has contacted Sentry Security and Protection, Inc. to do the security for their annual Christmas Party. This yea it wi" be held on December 8,2012 @ the SWCO Events Complex. We will have 2 guards there starating at 7:00 pm UNTIL 12:00 midnidght.

Any questions please do not hesitate calling us @ (307) 870-7859 (Les) or 870-7849 (Betty-off.)

Respectfully Submitted,

Betty Greene

'.. "

1

City Council Agenda

Resolutions

RESOLUTION NO. 2012- 172.

A RESOLUTION ACCEPTING AND APPROVING AN AGREEMENT BETWEEN THE CITIES OF ROCK SPRINGS AND GREEN RIVER, THE TOWN OF GRANGER, AND SWEETWATER COUNTY, WYOMING, AND AUTHORIZING CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, AND LISA M. TARUFELLI, AS CITY CLERK OF THE CITY OF ROCK SPRINGS, WYOMING, TO EXECUTE SAID AGREEMENT ON BEHALF OF THE ClTY.

WHEREAS, the Cities of Rock Springs and Green River, the Town of Granger, and Sweetwater County, Wyoming, have entered into a DEQ/ISC 12-02 FMC-Granger Optimization Project (Project) Impact Assistance Agreement; and

WHEREAS, the above-referenced parties have agreed to divide Sweetwater County's allocation of the Project's Impact Assistance Payment funds regarding the Agreement; and

WHEREAS, the governing body of the City of Rock Springs has said Agreement before it and has given it careful review and consideration.

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section 1. That the terms and conditions of the Agreement between the Cities of Rock Springs and Green River, Wyoming, the Town of Granger, and Sweetwater County, Wyoming, attached hereto and by this reference made a part hereoC is hereby accepted and approved by the City of Rock Springs, Wyoming.

Section 2. That the Mayor of the City of Rock Springs be, and he is hereby, authorized, empowered and directed to execute said agreement on behalfofsaid City; and that the City Clerk of said City, be and she is hereby, authorized and directed to attest to said agreement and to attach to said agreement a certified copy of this resolution.

PASSED AND APPROVED this ____ day ------, 2012.

President of the Council

Atlest: Mayor

City Clerk SWEETWATER COUNTY BOARD OF COUNTY COMMISSIONERS CITIES OF GREEN RIVER AND ROCK SPRINGS AND THE TOWN OF GRANGER AGREEMENT

RE: DEQIISC 12-02 FMC-Granger Optimization Project Impact Assistance Agreement between Sweetwater County, the Cities of Rock Springs and Green River and the Town of Granger

Whereas all communities impacted by the FMC-Granger Optimization Project (Project) unanimously agreed to recommend to the Wyoming Department ofEnvironmental Quality fudustrial Siting Division (IS D) that the impact assistance payments (lAP) resulting from said Project be distributed between the three impacted counties according to the following ratio:

Lincoln County: 17.5% Sweetwater County: 65% Uinta County: 17.5%)

Whereas all impacted communities agreed that each ofthe above counties would meet with their respective communities to decide on how the above IAP ratios would be further allocated among impacted communities; and,

Whereas the impacted communities of Green River, Rock Springs, Granger and Sweetwater County met together on Wednesday, October 17,2012 at the Sweetwater County Courthouse to discuss and decide on the distribution ratio for Sweetwater County's portion ofthe Project's IAP funds that best addressed the inlpacts facing each Sweetwater County community;

Now therefore be it resolved that Sweetwater County and the municipalities ofRock Springs, Green River and Granger agree to divide Sweetwater County's allocation ofProject lAP funds by the following distribution ratio:

Sweetwater County: / '7':D Green River: / '7.0 Rock Springs: / "7.e:::> Granger: 7'9."

Further be it resolved that the above communities agree that during the ternl ofthe Project, ifthe cOlmnunity impact level changes or if there is a change in the amount of available impact assistance funds, one ofthe above communities may request a meeting with the other communities to discuss and re-evaluate impacts, and to potentially revise the lAP ratio.

Date

1ztl/c?tJ/L H Castillon, Mayor Date

City 0.. f ee.n Ri.'~er1 //' // . /}' U/:-£-7At:. "~-;/-/L i() ~'I ? "<~ I Carl Demshar, Mayor ( Date City ofRock Springs Ai4lf}kL~~ /tJ·(1-JtJ/~ Lenore Pen")" Mayor . Date Town of Granger RESOLUTION NO. 20 I 1'73

A RESOLUTION ACCEPTlNG AND APPROVING A TRADE AGREEMENT WITH THE RADIO NETWORK, TO TRADE AIR TIME FOR ONE FAMILY AND ONE SINGLE ADULT ANNUAL ROCK SI)RINGS I)ARKS & RECREATION MEMBERSHIPS.

WHEREAS, The Radio Network has submitted to the City 0[' Rock Springs a Trade Agreement to trade air time for one family and Olle single adult annual Roek Springs Parks & Recreation Memberships; and

WH EREAS, the Governing Body has said Trade Agreemenl before it, and has given it care rut review and consideration.

NOW, THEREFORE, BE 1T RESOLVED BY THE GOVERNING BODY OF THE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section I. That the Trade Agreement with The Radio Network, attached hereto and by this relerence made a part hereol: is hereby accepted and approved by the City of Rock Springs, Wyoming.

PASSED AND APPROVED this ___day of__..___~. ,2012.

IJresident of the Counei I

Mayor Allest:

City Clerk "THE RADIO NETWORK - TRADE AGREEMENT - 2012/2013"

1.) This trade agreement confirms the understanding between (Client)

Client name: City of Rock Springs Parks & Recreation Dept. Address: c/o: 3900 Sweetwater Drive City/State/Zip: Rock Springs, WY 82901 Phone: 307-352-1440 Fax: 307-352-1444

And 'The Radio Network', KYCS, KUGR, KFRZ, KZWB, 40 Shoshone Ave., Green River, WY 82935.

2.) The Station will furnish the Client with 106 - 30 second announcements at a gross rate card value of$ 960.00 on the following terms and conditions:

a.) Advertising may be used only to advertise the following specific goods and/or services of the client and may not be used for any other purpose:

*Only to advertise for the City Parks and Recreation Department's facilities, programs, and activities.

b.) Such time will be furnished as is otherwise unsold and available for use hereunder. There will be no agency commission, and all time is pre-emptable.

3.) The Client will furnish the following for the Station:

*Trade air time for one family annual membership at $600.00 and one single adult annual membership at $360.00.

4.) Client shall use such time during the contract period beginning on November 14th, 2012, and running up to and including November 14th, 2013.

5.) Goods and services or advertising not used by either party to this agreement prior to the expiration date will be forfeited unless otherwise extended by both parties in writing.

6.) Oient shall provide the station with the necessary information for the preparation of broadcast copy during the time period described above.

7.) Both parties will provide the other with timely billings and invoices for goods and/or services covered by this agreement. Page #2

8.) In consideration for the forgoing, the Oient will furnish and make available to the Station, the goods and services stated in the above paragraph for Parks and Recreation Department - Family Recreation Center/Civic Center memberships.

9.) This agreement is non-cancelable and may not be assigned in whole or part by the Client.

The Radio Network Contract!Trade Agreement 2012/2013 (Continued)

10.) This contract contains the entire agreement between Client and Station concerning matter set forth herein, and may only be changed by contract agreement in writing with signatures, of and by both parties.

ACCEPTED BY CLIENT:______Signature Mayor/Council President

ACCEPTED BY STATION:______~7Z~~~==~------Signature Radio Station Representative /1)/;( /tR RESOLUTION NO. 2012- /7'-1

A RESOLUTION ACCEPTING AND APPROVING AN AGREEMENT RESTRICTING USE OF STRUCTURE & PROPERTY WITH UNION TELEPHONE COMPANY, AND AUTHORIZING CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY.

WHEREAS, Union Telephone Company has submitted to the City 0[' Rock Springs an Agreement Restricting Use of Structure & Property of property located at 3716 Foothill 130ulcvard, Rock Springs, WY; and

WHEREAS, the Governing Body of the City of Rock Springs has said agreement before it and has given it careful review and consideration.

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OFTHE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section 1. That the terms and provisions of the Agreement Restricting use of Structure & Property with Union Telephone Company, of property located at 3716 Foothill Boulevard, Rock Springs, WY, attached hereto and by this reference made a part hereof, is hereby accepted and approved by the City of Rock Springs, Wyoming.

Section 2. That the Mayor of the City of Rock Springs be, and he is hereby, authorized, empowered and directed to execute said agreement on behalfofsaid City; and the City Clerk of said City, be and she is hereby, authorized and directed to attach to said agreement a certi fied copy of this resolution.

PASSED AND APPROVED this day of ______...__ ,2012.

President of the Council

Mayor Attest:

City Clerk AGREEMENT RESTRICTING USE OF STRUCTURE & PROPERTY

This Agreement entered into this day of , 20_, by and between Union Telephone Company, hereinafter also referred to as "Tenant", the lessee of property located at 3716 Foothill Boulevard, and the CITY OF ROCK SPRINGS, WYOMING, an incorporated city situated in the County of Sweetwater, State of Wyoming, hereinafter referred to as "City" and "Rock Springs".

WITNESSETH:

WHEREAS, 3716 Foothill Boulevard, hereinafter referred to as the "Subject Property", is situated on an unplatted parcel located within the City of Rock Springs corporate limits and governed by the laws, statutes and ordinances thereof; and

WHEREAS, pursuant to the provisions of § 13-80 1of the Ordinances ofthe City of Rock Springs, the Subject Property is located in the Low Density Residential (R-l) Zoning District; and

WHEREAS, §13-801.B and §13-801.C of the Ordinances of the City of Rock Springs contain the list of principally permitted and conditionally permitted uses allowed within the R -1 Zoning District; and

WHEREAS, wireless telecommunications facilities and associated structures are included as principally permitted uses in the R-I Zoning District, said use to be commenced only after receiving Site Plan/Zoning PermitfBuilding Permit approval by the City ofRock Springs; and

WHEREAS, pursuant to §13-107 of the Ordinances of the City of Rock Springs, uses not expressly listed as principally permitted or conditionally permitted within a given Zoning District are not permitted; and

WHEREAS, office and other similar uses are not included as principally permitted or conditionally permitted uses within the R-l Zoning District; and

WHEREAS, Tenant has represented that the use ofthe leased area shall be restricted to a wireless telecommunication tower, generator building and electronic building; and

WHEREAS, said generator and electronic buildings are not certified for human use or occupancy by the International Building Code.

NOW, THEREFORE, in consideration of the above and foregoing premises, it is mutually understood and agreed as follows:

1. That, Tenant acknowledges the R-1 Zoning District prohibits office uses and that he/she has been made fully aware of the prohibition against said uses of the property. 2. That, Tenant acknowledges that the generator and electronic buildings have not been certified by the International Building Code or the City as compliant with uses associated with human occupancy. 3. That, Tenant agrees and warrants that the Subject Property and corresponding structures shall not be utilized for human occupancy or any other purposes prohibited by the City of Rock Springs Ordinances. 4. That, the City shall not grant Site Plan approval for the proposed wireless telecommunications facilities (tower, electronic building and generator building)

1 associated with the Subject Property until such time as this agreement is signed and attested by the parties hereto. 5. That, should the City have evidence that the Tenant is using the buildings located on the property for uses not authorized, including but not limited to office uses, the City may pursue any and all remedies available under the law, including, but not limited to, fmes, penalties and/or eviction.

IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands and seals this day, month and year in which this Agreement is dated hereinabove.

~~ Union Telephone Comltany Ct.l.~E:F O\?;:;?~k\\.o tJS 'ti- -rECH By t!;ftC:r iNaJ tv '( Date I [ .2 \2<' \ z.....

State of ( W'f,O"'\ltJ(.;) County of <. Sv-\E:€lWA i~ )

This instrument was acknowledged before me by E£.tc... J I (A)~i on this c3 rd day of :rl).~~~j , 20 \ 2... •

~-----~~-~~-~--R. W. Headcl . Notary PublIC - .. ~ Cov!1ty d"" State of _ ht'~ater .' WyOm""'i""=ng--t----r=i-...... '-----cf--"=c-'='=:::::.J.

Carl R. Demshar, Jr., Mayor By ______

Date ______

2 RESOLUTION NO. 20 I

A RESOLUTION ACCEPTING AND APPROVING A MEMORANDUM OF AGREEMENT BETWEEN THE CITY OF ROCK SPRINGS, WYOMING, AND THE COUNTY OF SWEETWATER, WYOMING, AND AUTHORIZfNG CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, AND LISA M. TARUFELLI, AS CITY CLERK OF THE CITY OF ROCK SPRINGS, WYOMING, TO EXECUTE SAID MEMORANDUM OF AGREEMENT ON BEHALF OF THE CITY.

WHEREAS, Sweetwater County (SWC) collects and dispenses all monies secured by grant or otherwise for the our Supervised Probation Program (DSP); and

WHEREAS, DSP has in the past, and will in the future provide a unique function to the City orRock Springs by supervising individuals sentenced in Rock Springs Municipal Court for Driving Under the Influence of Alcohol related offenses; and

WHEREAS, the City of Rock Springs desires to have DSP continue such activities to assure drunk driver compliance with their mandated probationary terms, and DSP desires to do so, but requires tinancial assistance in order to carry out its activities; and

WHEREAS, the amount ofTen Thousand Dollars and No Cents ($10,000.00) from the City orRock Springs, payable in quarterly installments; September 30,20 12; December 31,2012; March 31,2013; and June 20, 2013, or as close hereto as is convenient for the City of Rock Springs.

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section 1. That the terms and conditions of the Memorandum of Agreement between the City of Rock Springs and the County ofSweetwater, Wyoming, attached hereto and by this reference made a part hereof, is hereby accepted and approved by the City of Rock Springs, Wyoming.

Section 2. That the Mayor of the City of Rock Springs be, and he is hereby, authorized, empowered and directed to execute said Memorandum ofAgreement on behalfofsaid City; and that the City Clerk of said City, be and she is hereby, authorized and directed to attest to said Memorandum ofAgreement and to attach to said Memorandum ofAgreement a certified copy orthis resolution. PASSED AND APPROVED this _w.____ day of __..______, 2012.

President of the Council

Attest: Mayor

City Clerk MEMORANDUM OF AGREEMENT

THIS AGREEMENT entered into between the City of Rock Springs, Wyoming, a municipal corporation of the State of Wyoming, herein referred to as "City" and the County of Sweetwater, Wyoming, a county corporation, herein referred to as "SWC", witnesseth:

WHEREAS, SWC collects and dispenses all monies secured by grant or otherwise for the DUI Supervised Probation Program, herein referred to as "DSP"

WHEREAS, DSP has in the past, and will in the future provide a unique function to the City by supervising individuals sentenced in Rock Springs Municipal Court for Driving Under the Influence of Alcohol related offenses; and

WHEREAS, the City desires to have DSP continue such activities to assure drunk driver compliance with their mandated probationary terms, and DSP desires to do so, but requires financial assistance in order to carry out its activities.

NOW, THEREFORE, IT IS DULY AGREED THAT for and in consideration of the amount ofTen Thousand Dollars and No Cents ($10,000.00) from the City, payable in quarterly installments ofTwo Thousand Five Hundred Dollars and No Cents ($2,500.00), on September 30, 2012; December 31, 2012; March 31, 2013; and June 20, 2013; or as close hereto as is convenient for the City. SWC and DSP hereby agree to:

1. Directly supervise a reasonable number of Defendant's convicted of alcohol related offenses in Rock Springs Municipal Court whom reside within corporate city limits.

2. Assure that Defendant's abide by those terms enumerated in their Judgments and Sentences, including, but not limited to assuring their participation in any drug/alcohol counseling deemed necessary by the statutorily required drug/ alcohol evaluation.

3. Establish reasonable payment plans for those individuals required to pay fines, costs, restitution and DSP fees, or assure that plans already ordered by the Court be followed.

4. Report monthly to the Court and City Attorney on Defendant's compliance with the terms of their judgments and sentences.

DATED this ______d,ay of ______--', 2012.

SWEETWATER COUNTY (SWC)

Attest: Wally Johnson, Chairman

Board Secretary Kimmie Felderman, DSP Program Coordinator/Caseworker

CITY OF ROCK SPRINGS, WYOMING

Attest: Carl R. Demshar, Mayor RESOLUTION NO. 20] 176:,

A RESOUJTION ACCEPTING AND APPROVING A PROFESSIONAL SERVICES CONTRACT WITH ROCKY MOUNTAIN SURVEY, INC., AND AUTHORlZING CARL R. DEMSHAR, JR., AS MA YOR OF THE CITY OF ROCK SPRINGS, AND LISA M. TARUFELLI, AS CITY CLERK OF THE CITY OF ROCK SPRINGS, TO EXECUTE SAID CONTRACT ON BEHALF OF SAID CITY.

WH EREAS, Rocky MOllntain Survey, Inc., has presented to the City ofRock Springs u l)rotcssional Services Contract to provide the City with services consisting of upgrade and implementation of the city-wide Geographic Information System mapping utility; and

WHEREAS, the Governing Body ofthe City ofRock Springs has said contract before it ami has given it careful review and consideration.

NOW, THEREFORE, BE IT RESOLVED BYTHE GOVERNING 130DYOFTHE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section I. That the Professional Services Contract, with Rocky Mountain Survey, Inc., ullached hereto and by this reference made a part hereot~ is hereby accepted and approved by the Governing Body of the City of Rock Springs, Wyoming.

Section 2. That the Mayor of the City of Rock Springs be, and he is hereby, authorized, empowered and direeted to execute said contract on behal for said City; and that the City Clerk of said City, be and she is hereby, authorized and directed to attest to said contract, and to attach to said contract a certified copy of this resolution

PASSED AND APPROVED this ___ day 01' ______, 2012.

President of the Council

Mayor Attest:

City Clerk PROFESSIONAL SERVICES CONTRACT City GIS Implementation - Phase III

THIS PROFESSIONAL SERVICES CONTRACT (this "Agreement") executed this __day

BETWEEN City ofRock Springs, a municipal corporation ofthe State ofWyoming, whose mailing address is 212 D Street, Rock Springs, Wyoming, 82901 (the "City")

-AND- Rocky Mountain Survey, Inc., whose mailing address is 503 5th Street, Rock Springs, Wyoming, 82901 (the "Consultant")

BACKGROUND:

A. The City is ofthe opinion that the Consultant has the necessary qualifications, experience and abilities to continue to provide professional mapping services to the City.

B. The Consultant is agreeable to providing such services to the City on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and ofthe mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Services Provided l. The City hereby agrees to engage the Consultant to provide the City with services (the "Services") consisting ofupgrade and implementation ofthe city-wide Geographic Information System (GIS) mapping utility in the following phases:

a.) System Deployment ofadditional user interfaces specific to Departmental needs. b.) Development ofadditional data layers as required. c.) Training and support for key City Staff. d.) Update infrastructure layers as dictated by city expansion and infrastructure upgrades. e.) Overall system enhancement and improvement to existing mapping layers

The Services will also include any other tasks which the parties may agree on. The Consultant hereby agrees to provide such Services to the City.

Term ofAgreement 2. The term ofthis Agreement will begin on the date ofthis Agreement and will remain in full force and effect for 52 weeks from the date ofthe Agreement, subject to earlier termination as provided in this Agreement, with the said term being capable of extension by mutual written agreement of the parties.

Performance 3. The parties agree to do everything necessary to ensure that the terms ofthis Agreement take effect.

Compensation 4. For the services rendered by the Consultant as required by this Agreement, the City will pay to the Consultant compensation according to invoices submitted monthly by the Consultant for total actual time and materials used in the course ofthe Services. It is agreed by the parties hereof that the total invoiced amount ofthe Services shall not exceed Fifty-Four Thousand Seven Hundred Dollars ($54,700.00) without prior renegotiation by mutual written agreement ofthe parties.

5. This compensation will be payable on a monthly basis, while this Agreement is in force. The City is entitled to deduct from the Consultant's compensation any applicable deductions and remittances as required by law.

Page 1 of3 Provision of Extras

6. The City agrees to provide, for the use of the Consultant in providing the Services, the following extras:

a.) Existing GIS data layers in the form ofESRI shape files.

b.) Available digital scanned copies ofexisting city maps and records.

c.) Open access to relevant paper maps and records for inspection/copying during city's regular work hours.

Reimbursement of Expenses 7. The Consultant will be reimbursed for expenses incurred by the Consultant in connection with providing the Services hereunder as follows:

a.) Specialized materials/reproduction expenses at a rate ofdirect expense plus ten percent(lO~),and b.) Subcontractor services at a rate ofdirect expense plus fifteen percent (15~)

The Consultant will furnish statements and vouchers to the City for all such expenses.

Payment Penalties 8. In the event that the City does not comply with the rates, amounts or dates of pay provided in this Agreement, the City shall be assessed and pay a finance fee of 1.5~ per month or 18~ per annum, computed beginning the 30tli day following the date of invoice.

Ownership of Materials 9. All materials developed, produced, or in the process ofbeing so under this Agreement, will be the property ofthe City. The use of the mentioned materials by the City will not be restricted in any manner.

Return of Property 10. Upon the expiry or termination ofthis Agreement, the Consultant will return to the City any property, documentation, records, or confidential information which is the property of the City.

Capacity/lndependent Contractor 11. It is expressly agreed that the Consultant is acting as an independent contractor and not as an employee in providing the Services under this Agreement. The Consultant and the City acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Modification ofAgreement 12. Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding ifevidenced in writing signed by each PartY or an authorized representative ofeach party.

Notice 13. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the parties ofthis Agreement as follows:

a. City of Rock Springs 212 D Street, Rock Springs, Wyoming, 82901 ATTN: Mr. Paul Kauchich - City Engineer Email: Qaul [email protected]

b. Rocky Mountain Survey, Inc. 503 5th Street, Rock Springs, Wyoming, 82901 Email: ==,-",~"""'''-'-':.z.==

or to such other address as to which any Party may from time to time notifY the other.

Page 2 of3 Entire Agreement 14. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Limitation of Liability 15. It is understood and agreed that the Consultant will have no liability to the City or any other party for any loss or damage (whether direct, indirect, or consequential) which may arise from the provision ofthe Services.

This Agreement is duly executed by the parties as of the date stated at the beginning.

SIGNED, SEALED AND DELIVERED

Rocky Mountain Survey, Inc.

I....;v.r--.,.. (No Corp seal) derman, PLS ­ President

City ofRock Springs

___ (Corp seal)

______Atte~

Page 3 of3 \'V a I I ~ ; I RESOLUTION NO. 201 177

A RESOLUTION ACCEPTING AND APPROVING A PIPELINE CROSSING AGREEMENT WITH UNION PACIFIC RAILROAD COMPANY, AND DIRECTING CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, TO EXECUTE SAID AGREEMENT.

WHEREAS, Union Pacific Railroad Company has tendered to the City of Rock Springs, Wyoming, a Pipeline Crossing Agreement for the purpose of constructing, maintaining and operating one 12 inch pipeline for transporting and conveying sanitary sewer only; and

WHEREAS, the Governing Body of the City of Rock Springs has said Pipeline Crossing Agreement before it and has given it careful review and consideration.

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section 1. That the Pipeline Crossing Agreement with Union Pacific Railroad Company, attached hereto and by this reference made a part hereof, is hereby accepted and approved by the City ofRock Springs, Wyoming.

Section 1. That the Mayor of said City is hereby authorized, empowered, and directed to execute said agreement on behalf of said City, and that the City Clerk of said City is hereby authorized and directed to attach to each duplicate original of said agreement a certified copy of this resolution.

PASSED AND APPROVED this __ day

President ofthe Council

Mayor

Attest:

City Clerk Octobcr 15, 2012 Foldcr: 02760-93

CITY or ROCK SPRINGS, WYOMING 212 D STREET ROCK SPRINGS WY 82901

Re: Proposed 12 Inch snnillll'Y sewer Pipeline Crossing of Raill'Oad Pl'Opcrty at Mile Post 803.22 on the Rnwl ins SubdivisionlBranch at 01' neal' Rock Springs, Swcetwatcl' COllnty. Wyoming

Dear Sir:

Attached are duplicafe originals of an agreement covering your lise of the Railmad Company's right of way, Plcnsc executc tlte attached dOclllllellts IN DU PLICATE and I'olmn,

An original copy of the fully-executed document will he refurned to YOll, when approved and processed by the Railmad Company. Also, pl<~osc pl'Ovidc a rcsolution 01' other authorization 101' thc party execufing the documents, ([.\·igl/(flilre (Jllt/lOrizalioll is required byYOllr Elllity.

• Paymcnt in the alllollnt of Eleven Thousand Two Hundt'cd FOUl'tecn n(}lIal'~ ($11,214.00) is due flnd paYllblc to Unioll Pacinc Railroad Company IIpon youl' execUlioll of the ngrcemcllt. Plensc include yOU!' paymcnt, with Ii'oldcl' No. 02760~93 noted 011 that docliment. II' you require formal bi Iling, you may cOl1siciel' this letter m; a tormal bill and that 94 w 600 1323 is Ihis Corporation'5 COHeet Fcdcrnl Taxpayer Identification Number,

If we have not reccived the executed doclllllents within six months from the date of this letter, Ihis proposed olTer of all agreement is withdntWIl and becomes null and void.

If you have any questions, please contact mc at (402) 544-8553.

Sincercly, ~~ Connie Alvis

Managel' w Contracts

Union Paclric Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha. Nebraska 68179-1690 fx. (402) 501·0340 Pipeline Crossing 080808 Folder No. 02760·93 Last Modified: 03/29110 Fonn Approved, AVP-Law

PIPELINE CROSSING AGREEMENT

Mile Post: 803.22, Rawlins Subdivision/Branch Location: Rock Springs, Sweetwater County, Wyoming

THIS AGREEMENT ("Agl'eemellt") is made and entered into as of October 15, 20l2, ("Effective Date") by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, (,'Licensor") and CITY OF ROCK SPRINGS, WYOMING, to be addressed at 212 D Street, Rock Springs, Wyoming 82901 ("Licensee").

IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

Article 1. LICENSOR GRANTS RIGHT.

In consideration of the license fee to be paid by the Licensee and in flllthel' considel'ation of the covenants and agreements herein contained to be by the Licensee kept, observed and pelformed, the Licensor hereby grants to the Licensee the right to construct and thereafter, dUl'ing the ten11 het'eof, to maintain and operate

one 12 inch pipeline for transporting and conveying sanitalY sewer only

across Licensor's track(s) and property (the "Pipeline") in the location shown and in conformity with the dimensions and specifications indicated 011 the print dated October [1, 2012 and marked Exhibit A, attached hereto and hereby made a part hereof. Under 110 circumstances shall Licensee modifY the use of the Pipeline for a purpose other than transpOIting and conveying sanitary sewer, and the Pipeline shall not be llsed to convey any other substance, any fiber optic cable, 01' for any other lise, whether such use is currently technologically possible, 01' whether such use may come into existence during the life of this Agreement. '

For the purposes of Exhibit A, Licensee acknowledges that if it or its contractor pl'Ovides to Railroad digital imagery depicting the Pipeline crossing, Licensee authorizes Railroad to use the Digital Imagery in preparing the pl'illt attached as an exhibit hereto, Licensee represents and wl'II'I'ants that thl'Oug/l a license 01' otherwise, it has the right to use the Digital Imagery and to permit Railroad to use the Digital ]magelY in said Illanner,

Article 2. LICENSf.: FEE.

Upon execution of this Agreement, the Licensee shall pay to the LicensOI' a one-time License Fee of Eleven Thousand 1\\'0 Hundl'cd Foul'tcen Dollal's ($11,214.00).

Article 3. CONSTRUCTION. MAINTENANCE AND OPERATION.

The grant of right herein made to the Licensee is subject to each and all of the terms, provisions, conditions, limitations and covenants set fOl11t herein and in Exhibit fl, attached hereto and hereby made a part hereof. AI'tide 4. DEFINITION OF LICENSEE.

For purposes of this Agreement, all references in this Agreement to the Licensee shall include the Licensee's contractors, subcontractors, officers, agents and employees, and others acting undel' its 01' their authority. If a contractor is hired by the Licensee for any work performed on the Pipeline (including initial construction and subsequent relocation or maintenance and repair work), then the Licensee shall provide a copy of this Agreement lo its cOl1tractOl' and require its contractor to comply with all the terms and provisions hereof relating to the work to be pelfol'lned. Any contractor or subcontractor shall be deemed an agent of Licensee for the purpose of this Agreement, and Licensee shall require such contmctor or subcontractor to release, delend and indemnify Licensor to the same extent and tinder the same te\,l11s and conditions as Licensee is required to release, defend and indemnity Licensor herein.

Article 5. INSURANCE.

A. During the life of the Lease, Licensee shall fully comply with the insurance requirements described ill Exhibit C.

B. Failure to maintain instlrunce as required shall entitle, but not require, Licensor to terminate this License immcdiately.

C. If the Licensee is subject to statute(s) limiting its insurance liability andlor limiting its ability to obtain insurance in compliance with Exhibit C of this license, those statutes shall apply.

D. Licensee hereby acknowledges that is has reviewed the requirements of EXhibit C, including without limitation the requirement fOI' Rai/road Protective Liability Insurance during construction, maintenance, installation, repair or removal oflhe pipeline which is the subject ofthis Agreement.

At'ticle 6. TERM.

This Agreement shall take etlect as of the Eftective Dilte first herein written and shaH continue in full force and effect until terminated as herein provided.

IN WITNESS WHEREOF, lhe parties hereto have caused this Agreement to be executed as of the date first herein written.

UNION PACIFIC RAILROAD COMPANY CITY OF ROCK SPRINGS, WYOMING

By: ______~~_ 8y: ______Constance R. Manager - Conlmcts Name Printed: f\ I. I, I {

P~ACE ARROI'I INDICATlNC NORTH FORM Oil- (JlW'l -il DIRECTION RELATIVE TO CROSSING ENCASED NONrlFLAMMABLE REV 10-22·2007 VNNI.uprr.com PIPELINE CROSS][NG NO SCA~_I;: I'IOTE; "LL AV.\ILAOLE D[MENSIONS MllS! BE qLLm 111 ro PROCESS THIS APPLICATION.

(OR LECAL SURVEY L. BlE, VlHERE AP?UCA6LO N LINE OF SI:CTJOR..l_, TO·/lNSH!P..llL, RMlGEJ.Q2. ~MERrDIAH ®

c:-- ­ -- --rr _ - ] __ j _L l-.c. t~~:;En PIPe _-~. J 110 fE: TIll S CllAHf I:; ON/. Y FOR SMOOTII ,tEeL CASillO I'II'E5 I'HrH MINIMUM YIELD STAf.NOrH or lS, 000 PSI. : ~/~l- -"55;;~L. "j ! }-' n.-·' '~: I --- riln. ---.~ I )~OrE!a J ~---(~-4Sif:G~~ t.J~ti.t~:I:~(O AU)'~;~ ;('P(U;:~:)- --_. -.~-~ -- ~--"- ~.--» II ALl. ''ORIIOt/TAL OI~IAIICES [0 Be V£A;Uf\EO Ar RICII! ~NCLE$ fR A lIlIIilM( OF 2 fEEf BElOW THE U'SlINe na£R OPTIC CASLE. AHY EXC'NATIOU REQlIlREO WIT"IN S FEU OF III. eKlSflNQ fiDEI! OPriC eM.E !JuST BE llANO DUO. A) I S P I PEl. I NE CROSS rNG 1'1 [ fH I N OED rCAT ED S-T-RE-E-r--?_---;C..--Y£-S-;----c\a~"_-N-O-l-r------r-]B-[-'-.,-,-,A-'-'------/ EXH1 ol ! F YES, NAME OF 5 TREETW.!!-,,-ES,,-,T-",,3~RD,,-,,:STcuR,,",EE ...T:-- ___:--.,.-,::-____ 0) OISTRIBUT[ON LINE S'___ OR TRANSMfSSION LINE JO__ Cl CARRIER PIPE: UNION PACIFIC RAILROAD CO. COMMOD!TY TO 8E CONVEYEDSANITARYSEWER OPERATING PRESSURE 0 PSI RlJo.lrJ l! o'\} WALL TH rCKNESS -QlL...iD IAMETER_-,1A,2_i!vlA TEA I AL SDn 35 PVC; E) CASING PIPE: M. P E. S. (h_'j \)8 \'~~ "­ WALL THICKNESS 0.3125 ,DIAMETER 18 ;MATERIAL_'?JEEL_; NOTE: CASING MUST HAVE 2" CLEARANCE BETWEEN GREATEST ENCASED SANITARY SEWER CROSSING AT OUTSIDE DIAMETER OF CARRIE:R PIPE AND INTERIOR DIAMETER OF CASING PIPt:. WHEN FURNfSHING DIMENSIONS, GIVE OUTSIDE OF CARRIER PIPE AND INSIDE OF CAS(NG PIPE. FI METHOD OF INSTALLING CASING PIPE UNDER TRACK!S): CITY OF ROCK SPfUNGS, WYOfv\ING ______.____ _ \a_DRY BORE AND JACK (WET BORE NOT PERMITTED) ; t!r>;"dCL',1t _\_ TUNNEL i OTHER ______-,,;:____-;.,___ Gl WILL CONSTRUCTION BE BY AN OUTSlDE CONTRACTOR? J_YESiJ-NO; HI DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF BORING AND VI A f! tl I N G JACK ING P!TS WHEN MEASURED AT RICHT ANGLES TO TRACKli__ ~-.,.--,-- =---===:::::::: Ifl ~LL OCCA~iONS. u. 1'. COIMJmCAlIOl

Form Approved, AVP J.ll\\' EXHIBITB

Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED.

A, The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the LiccllsOl' to use and maintain its entire pmpelty including the right and power of the Licensol' to construct, maintain, I'cpair, renew, lise, operate, change, modifY or relocate railroad tl'acks, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along 01' across any or all parts of its propCity, all or any of which may be freely done at any time or times by the Licensol' without liability to the Licensee 01' to any other party fol' compensation 01' damages.

B, The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of the Licensol~s properly, and others) and the right of the Licensor to renew and extend the same, and is made without covenant oHitie 01' fOl' quiet enjoyment.

Section 2. CONSTRUCTION, MAINTENANCE AND OPERATION.

A. The Pipeline shall be designed, constrllcted, operated, maintained, repaired, renewed, modified and/or reconstructed by the Licensee in strict conformity with (i) Licensor's cmrent standards and specifications ("UP Specifications"), except fOl' vllI';ances approved in advance in writing by the Licensor's Assistant Vice President Engineering - Design, or his authorized representative; (ii) stich other additional safcty standards as the Licensor, in its sole discretion, elects to require, including, without limitation, American Railway Engineering and Maintenance-of-Way Association ("AREMA") standards and guidelines (collectively, "UP Additional Requirements"), and (iii) all applicable laws, rules and regulations ("Laws"), [fthere is any conflict between the requirements of any Lmv and the UP Speciticat ions 01' the UP Additional Requirements, the most restrictive will apply.

B. All work performed 011 property of the Licensor in connection with the design, construction, maintenance, repair, renewal, modification or reconstruction of the Pipeline shall be done to the satisfaction of the Licensor.

C, Priol' to the commencement of any work in connection with the design, construction, maintenance, repair, renewal, modification, relocation, reconstruction or removal of the Pipeline from LicensOl"s proj>C11y, the Licensee shall submit to the Licensol' plans setting out the method and mallHet' of handling the work, including Ille shoring and cl'ibbing, ifany, required to protect the Licensor's operations, and shall not proceed with the work until sllch plans have been approved by the Licensor's Assistant Vice President Engineering Design, or his authorized representative, and then the work shall be done to the satisfaction of the Licensor's Assistant Vice President Engineering Design or his authorized representative. The Licensor shall have the right, if it so elects, to provide stich SUppOIt as it Illay deem necessary for the safety of its track or tmcks during the time of construction, maintenance, repail', renewal, modificatioll, relocatioll, reconstruction 01' ,'emoval of the Pipeline, and, in the event the Licensor provides sllch support, the Licensee shall pay to the Licensor, within fifteen (J 5) days after bills shall have been rendered therefore. all expenses incurred by the Licensor in connection therewith, which ex.penses shall includc all assignable costs.

D. The Licensee shall keep and maintain the soil over the Pipeline thoroughly compacted and the grade even with the acUacent surface of the ground.

E. (n the prosecution of any work covered by this Agreement, Licensee shall secUl'c any and all necessary permits and shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work including, without limitation, all applicabJe Fedel-al Railroad Administration regulations.

Section 3. NOTICE OF COMMENCEMENT OF WORK / LICENSOR REPRESENTATIVE I SUPERVISION I FLAGGING I SAFETY.

A. If an emergency should arise requiring immediate attention, the Licensee shall provide as much notice as practicable to Licensor before commencing any work. rn all other situations, the Licensee shallllotilY the Licensor at least ten (to) days (oJ' such other time as the Licensor may allow) in advance or the cOlllmencement of any work upon property of the Licensol' in connection with the construction, mnintenance, repair, renewal, modification, reconstruction, relocation 01' removal of the Pipeline. All such work shall be proseclited diligently to completion. The Licensee will coordinate its initial, and any subsequent work with the fol/owing employee of Licensor 01' his or her c1uly authorized representative (hereinafter "Licellsol' Representative" or "Railroad Representative"):

Robert Sanchez Manager ofTmck Phol1e: 308.501.4166 Cell: 307.286.7875

William D. Hagood Managel' of Siglllli Phone: 307.328.3277 Cell: 307.321.3277

B. Licensee, at its own expense, shall adequately police and supervise all work to be performed. The responsibility of Licensee for safe conduct and adequate policing and supervision of work shall not be lessened 01' otherwise affected by Liccnsor's approval of plans and specifications involving the work, or by Licensor's collaboration in performance of any work, 01' by the presence at the work site of a Licensor Representative, or by compliance by Licensee with any requests or recolUmendations made by the Licensor Representative.

C. At the rcquest of Licensor, Licensee shall remove from Licensor's property any employee who fails to conform to the instructions of the Licensor Representative in connection with the work on Licensor's property. Licensee shall indemnity Licensor against any claims arising fi'om the rcmoval of any such employee t)'om Licensor's property.

D. Licensee shall notify the Licensor Representative at least ten (10) working days in advance of proposed performance of any work in which any person or equipment will be within twenty~five (25) feet of any track, or will be neat' enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenly-five (25) feet of any lI'ack. No work of any kind shall be performed, and no persoll, equipment, machinelY, tooI(s), matel'ial(s), vehicle(s), or thing{s) shall be located, operated, placed, 01' stored within twenty-five (25) feet of any of Licensor's track(s) at any time, for any reason, unless and until a raill'Oad flagman is provided to watch for trains, Upon receipt of such ten (10) day notice, the Licensor Representative will determine and inform Licensee whether a flagman need be present and whethel' any special pl'Otective 01' snt(~ty measmes need to be implemented, If flagging 01' other special pl'Otective 01' safety measllres are pel'formed by Licensor, Licensol' will bill Licensee for such expenses incurred by Licensor, unless Licensol' and a federal, state 01' local govel'llmental entity have agreed that Licensor is to bill stich expenses to the federal, state or local govel'l1mental entity. If Licensor will be sending the bills to Licensee, Licensee shall pay such bills within thirty (30) days of receipt of billing. If Licensol' performs any flagging, or othel' special protective or safety measures are performed by Licensor, Licensee agrees that Licensee is not relieved of allY of responsibilities 01' liabilities set forth in this Agreement.

E. The rate of pay per hOlll' for each flagman will be the prevailing hourly rate in effect for an eight­ haul' day for the class of flagmen used during regularly assigned hours and oveltime in accordallce with Labor Agreements and Schedules in effect at the time the wOl'k is pel'formed. In addition to the cost of such labor, a composite charge fol' vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Oamnge and Administration will be included, computed 011 actual payroll, The composite charge will be the prevailing composite charge in effect at the time the work is pertormed, One and one-half times the cmrent hourly rate is paid fOl' oveltime, Snturdays and Sundays, and two and one-halftimes current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Licensol' and its employees, and may be retroactive as a result of negotiations 01' a I'lIling of an authorized governmental agency. Additional charges on labor are also subject to change, If tbe wage rate 01' additional charges arc changed, Licensee (or the governmental entity, as applicable) shall pay on the basis of the new rates and charges.

F. Reimbursemenl to Licensor will be required covering the filII eight-hom day during which any flagman is furnished, unless the flagman can be assigned to other railroad work dming a pOltion ofsllch day. in which event reimbursement will not be required tor the p0l1ion of the day during which the flagman is engaged in other railroad work. Reimbursement will also be required fO!' any day not actnally worked by Ihe flagman lollowing the flagman's' assignment to work on the project lor which LicensOl' is requircd to I)ay the flagman and which could not reasonably be avoided by Licensor by assignment ofstich tlagman to other work, even though Licensee may not be working during such time. When it becomes necessalY for Licensor to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Licensee must provide Licensor a minimum of five (5) days notice prior to the cessation of the need for a flagman, Iffive (5) days notice of cessation is not given, Licensee will still be required to pay flagging charges for the five (5) day notice period required by lInion agreement to be given to the employee, even though nagging is not required tor that period, An additional ten (10) days notice mllst then be given to Licensor if flagging services are needed again after such five day cessation notice has been given to Licensor,

G. Safety of personnel. property, rail operations and the public is of paramount impOltance in the prosecution of the work pertormed by Licensee or its contractor, Licensee shall be responsible fol' initiating, maintaining and supervising all safety, operations and pl'Ogmms in connection with the work. Licensee and its contractor shall at a minimum comply with Licensor's safety standards listed in Exhibit D, hereto attached, to cnsure uniformity with the safety standards followed by Licensor's own forces. As a part of Licensee's safety responsibilities, Licensee shall notify Licensor if it determines that allY of Licensor's safety standards are contrary to good safety practices. Licensee and its contractor shall furnish copies of Exhibit D to each of its employees before they enfer the job site.

H. Without limitation of the provisions of paragraph G above, Licensee shall keep the job site free t,'OIll safety and health hazards and ensure that their employees are competent and adequately trained ill oil safely and health aspects afthe job.

I. Licensee shall have proper first aid supplies available 011 the job site so that prompt first aid services lIIay be provided to any person injurcd on the job site. Prompt notificatioll shall be given to Licensor of any U.S, Occupational Safety and Health Administration reportable injuries. Licensee shall have 11 non-delegable duty to control its employees while they are on the job site 01' any other property of Licensor, and to be celiain they do 110t lise, be under the influence of, or have in their possession any alcoholic beverage, drug 01' other substance that may inhibit the safe performance of any work.

J. If and when requested by Licensor, Licensee sImI I deliver to Licensor a copy of its safety plan for conducting the work (the "Safety Plan"). Licensor shall have the right, but not the obligation, to require Licensee to correct any deficiencies in the Safety Plan. The terms of this Agreement shall control if there are any inconsistencies between this Agreement and the Safety Plan.

Section 4. LICENSEE TO BEAR ENTIRE EXPENSE.

The Licensee shall bem' the entire cost and expense incurred in cOllnection with the design, construction, maintenance, repair and renewal and any and all modification, l'evisiol1, relocation, removal or reconstruction ofthe Pipeline, including any and all expense which may be incurred by the Licensor in connectiolllherewith for supervision, inspection, flagging, or otherwise.

Section 5. REINFORCEMENT, RELOCATION OR REMOVAL OF IJIPELINE.

A. The license herein granted is subject to the needs and requirements ofthe Licensor in the safe and efficient operation of ils railroad and in the improvement and lise of its property, The Licensee shall, at the sole expense of tile Licensee, J'cinforce or otherwise modity the Pipeline, or move all or any portion of the Pipeline to stich new location, 01' remove the Pipeline from the Licensor's property, as the Licensor may designate, whenever, in the furtherance of its needs and requirements, the Licensor, at its sole election, finds such action necessary 01' desirable.

B, All the terms, conditiolls and stipulations herein expressed with reference to the Pipeline on property of the Licensor in the location hereinbefore described shall, so far as the Pipeline remains on the property, apply to the Pipeline as modified, changed or relocated within the contemplation ofthis section.

Section 6. NO INTERFERENCE WITH LICENSOR'S OPERATION.

A. The Pipeline and all parts thereofwithin and outside of the limits orthe property ofthe Licensor shall be designed, constructed and, at all times, maintained, repaired, renewed and operated ill sllch manner as to CCluse no interference whatsoevcr with the constant, continllous and uninterrupted use ofthe tracks, property and facilities of the Liccnsor and nothing shaH be done or suffered to be done by the Licensee at any time that would in any mannel' impair the safety thereof: B. Explosives or ol.hel' highly flammable substances shall not be stored on Licensor's propel1y without the prior written approval of Licensor.

C. No additional vehicular crossings (including temporary haul roads) 01' pedestrian crossings over Licensor's trackage shall be installed 01' lIsed by Licensor or its contractors without the prior written permission of Licensor.

D. When not in use, any machinelY and materials of Licensee or its contractors shall be kept at least fifty (SO) feet from the centerline of Licensol"s nearest track.

E. Operations of Licensor and work pertol'llled by Liccnsol"s personnel may cause delays in the work to be performed by Licensee. Licensee accepts this risk and agrees that LicensOl' shall have no liability to Licensee or any other person or entity for any such delays. Licensee shall coordinate its activities with those of Licensor and third parties so as to avoid interference with railroad operations. The safe operation of Licensor's train movements and other activities by Licensor take precedence over any work to be perlol'lned by Licensee.

Section 7. PROTECTION OF FmER OPTIC CABLE SYSTEMS.

A. Fiber optic cable systems may be buried 011 the Licensor's property. Protection of the fiber optic cable systems is of extreme importance sinc<; any break could disrupt service to users resulting in bnsiness interruption and loss of revenue and profits. Licensee shall telephone the Licensor during normal business hours (7:00 a.m. to 9;00 p.m. Central Time, Monday through Friday, except for holidays) at 1-800-336-9193 (also a 24-hour, 7-day numbel' for emel'gency calls) to determine if fiber optic cable is buried anywhere 011 the Licensor's premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications company(ies) involved, arrange tor a cable locator, make arrangements for relocation 01' other protection of the fibel' optic cable, all at Licensee's expense, and will commence no work on the Licensor's property until all such protection or relocatioll has been accomplished. Licensee shall indemnifY and hold the Licensol' hnl1llless t)'om and against ull costs, Jil1bility and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses) arising out of 01' caused in any way by Licensee's failure to comply with the provisions of this paragraph,

B. IN ADDITION TO OTHER INDEMNITY PROVISIONS IN THIS AGREEMENT, THE LICENSE..: SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD TH:E LICENSOR HARMLESS FROM AND AGAINST ALL COSTS, LIABILITY AND EXPENSE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, COURT COSTS AND EXPENSES) CAUSED BY THE NEGLWENCE OF THE LICENSEE, ITS CONTRACTORS, AGENTS AND/OR EIVfPLOYEES, RESULTING IN (1) ANY DAMAGE TO OR DESTRUCTION OF ANY TELECOMMUNICATIONS SYSTEM ON LICENSOR'S PROI1ERTY, AND/OR (2) ANY INJURY TO OR DEATH OF ANY PERSON EMPLOYED BY OR ON BEHALF OF ANY TELECOMMUNICATIONS COMPANY, AND/OR ITS CONTUACTOR, AGENTS AND/OR EMPLOYEES, ON LICENSOR'S PROPERTY, EXCEPT IF SUCH COSTS, LIABILITY OR EXPENSES AI~E CAUSED SOLELY BY THE DIRECT ACTIVE NEGLIGENCE OF THE LICI~NSOR. LICENSEE FURTHER AGREES THAT IT SHALL NOT HAVE OR SEEK IlECOURSE AGAINST LICENSOR FOR ANY CLAIM OR CAUSE OF ACTION FOR ALLEGED LOSS OF PROFITS OR REVENUE OR LOSS OF SERVICE OR OTHER CONSEQUENTIAL DAMAGE TO A TEU~COMMUNKATION COMPANY USiNG LICENSOR'S PROPERTY OR A CUSTOMER OR USER OF Sli:RVICES OF THE FIBER OPTIC CABLE ON LICENSOR'S PROPERTY.

Section 8. CLAIMS AND LIENS FOR LABOn AND MATERIAL; TAXES.

A, The Licensee shall fully pay fol' all materials joined 01' affixed to and labor performed upon property of the Licensol' in connection with the construction, maintenance, repair. renewal, modification or reconstruction of the Pipeline, and shall not permit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the property for any work done or materials furnished thereon at the instance 01' request 01' on behalf of the Licensee. The Licensee shall indemnify and hold harmless the Licensor against and from any and all liens, claims, demands, costs and expenses of whatsoever 1lIiture in any way connected with 01' growing out of such work done, labor performed, or materials furnished.

B. The Licensee shall l)rOmplly payor discharge all taxes, chat'ges and assessments levied upon, in respect to, or on account orthe Pipeline, to prevent the same from becoming a charge OJ'lien upon property of the Licensor, and so that the taxes, charges and assessments levied upon or in respect to such propel1y shall not be increased because orthe location, constmctioll or maintenance of the Pipeline or any improvement, appliance or fixture connected therewith placed upon sllch property. or on account of the Licensee's interest therein, Where sllch tax, charge 01' assessment may 110t be separately made or assessed to the Licensee but shall be included in the assessment of the property of the Licensor, then the Licensee shall pay to thc Licensor an equitable proportion of such taxes delerm incd by the va Itle of the Licensee's propcrty upon pl'Operty 0 f the Licensor as compared with the cntire value ofsuch property.

Section 9. RESTORATION OF LICENSOR'S IJROPERTY.

In the event the Liccnsee in any manner moves or disturbs any of the pl'Operty of the Licensor in connection with the construction, maintenance, repair, I'cnewal, modification, reconstruction, relocation or removal of the Pipeline, then in that event the Licensee shall, as soon as possible and at Licensee's sole expense, restore such properly to the same condition as the same were before such property was moved or disturbed, and the Licensee shall indemnify and hold harmless the Licensor, its officers, agents and employees, against and from any and all liability, loss, damages, claims, demands, costs and expenses of whatsoevcr nature, including COllrt costs and attorneys' fees, which may result t)'om il~iury to 01' death of persons whomsoever, 01' damage to or loss 01' destruction of property whatsoever, when such injury, death, damage, loss or destl'llction gl'Ows out of or arises fi'om the moving or disturbance of any other property of the Licensor.

A. As lIscd in this Section, "Licensor" includes other railroad companies using the Licensor's property at or neal' the location of the Licensee's installation and their officers, agents, and employees; "Loss" includes loss, damage, claims, demands, actions, causes of action, penalties, costs, and expenses of whatsoevcl' nature, including COUlt costs and attorneys' fees, which may result from: (a) injury to or death of persons whomsoevcl' (including the Licensor's officers, agents, and employees, the Licensee's officers, agents, and employees, as well as any other pel'son); and/or (I» damage to or loss 01' destruction of properly whatsoever (including Licensee's property, damage to the roadbed, tracks, equipment, or other propel1y ofthe Licensor, or property in its care or custody). B. AS A MAJOR INDUCEMENT AND IN CONSIDERATION OF THE LICENSE AND I'ERMISSION HEREIN GRANTED, TO THE FULI,EST EXTENT PERMITTED BY LAW, THE LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE LICENSOR FROM ANY LOSS OF ANY KIND, NATURE OR DESCRIPTION ARISING OUT OF, RESULTING FROM OR RELATED TO (IN WHOLE OR IN PART):

1. THE PROSECUTION OF ANY WORK CONTEMPLATED BY TIDS AGREEMENT INCLUDING THE INSTALLATION, CONSTRUCTION, MAINTENANCE, REPAIR, RENEWAL, MODIFICATION, RECONSTRUCTION, RELOCATION, OR REMOVAL OF THE PIPELINE OR ANY PART THEREOF;

2. ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE;

3. THE PRESENCE, OPERATION, OR USE OF THE PIPELINE OR CONTENTS ESCAt>ING THEREFROM;

4. THE ENVIRONMENTAL STATUS OF THE PROPERTY CAUSED BY OR CONTRIBUTED TO BY LICENSEE;

·5. ANY ACT OR OMISSION OF LICENSltE OR LICENSEE'S OFFICERS, AGENTS, INVITlmS~ El\tIPLOYEES, OR CONTRACTORS OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM, OR ANYONE THEY CONTROL OR EXERCISI<: CONTROL OVER; OR

6. LICENSEE'S BREACH OF THIS AGREE,MENT,

EXCEPT WHERE THE LOSS IS CAl]SED BY THE SOLE DIRECT AND ACTIVE NEGLIGENCE OF THE LICENSOR, AS DETERMINED IN A FINAL JUDGMENT BY A COURT 01.' COMPETENT JURISDICTION, IT BEING THE INTENTION OF THE PARTIES THAT THE ABOVE INDEMNITY WILL OTHERWISE APPLY TO LOSSES CAUSED BY OR ARISING li'ROM, IN WHOLE OR IN PART, LICENSOR'S NEGLIGF;NCE.

C. Upon written notice Ii·om Licensor, Licensee agrees to assumc the defense of any lawsuit of proceeding brought aguinst any indemnitee by allY entity, relating to allY mattel" covered by this License lor which Licensee has an obligation to assume liability for andlol' save and hold harmless any indemnitee. Licensee shall pay all costs incident to such defense, including, but not limited to, rCllsonable attorney's fees, investigators' fees, litigation and appeal expenses, settlement payment:; and amounts paid ill satisJaction ol'judgmcnts.

Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the Pipeline n·om those portions of the property llot OCCIII)ied by the roadbed and track or tracks of thc Licensor and shall restore, to the satisfaction of the Licensor, such portions of such property to as good a condition as they were in at Ihe time of the construction of the Pipelinc. If the Licensee £'lils to do the foregoing, the Licensor may, but is not obligated, to perform such work of removal and restoration at the cost and expense of the Licensee. Tn thc event of the removal by the Licensor of the propeny of the Licensee and of the restoration of the roadbed and property ftS herein provided, the Licensor shall in 110 manner be liable to the Licensee for any damage sllstained by the Licensee for or on account thereof, and such removal and restoration shall in no manner pl'~iudice or impair any right ofaction for damages, or otherwise. that the Licensor may have against the Licensee.

Section 12. WAIVER OF BREACH,

The waiver by the Licensor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by the Licensee shall in 110 way impair the right of the Licensor to avail itself ofany remedy /01' any subsequent breach thereof,

Section 13. TERMINATIQN.

A. If the Licensee does not lise the right herein granted 01' the Pipeline for one (1) year, or if the Licensee continues in default in the performance of any covenant or agreement herein contained for a period of thirty (30) days after written notice fi'ol11 the Licensor to the Licensee specifying slIch def/HlIt, the Licensor may, at its option, iOl1hwith immediately terminate this Agreement by written notice,

B. In addition to the provisions of subparagl'llph (a) above, this Agreement may be terminated by written notice given by either parly hereto to the other on any date in such notice stated, IIOt less, however, than thirty (30) days subsequent to the date upon which such notice shall be given.

C. Notice of derault and notice of termination may be served personally upon the Licensee or by mailing (0 the last known address ofthe Licensee, Termination ofthis Agreement for any reason shall not affect any of the rights 01' obligations or the parties hereto which lllay have accrued, or liabilities, accrLled 01' otherwise, which lllay have al'isen prior thereto.

Sectio1l14. AGREEMENT NOT TO BE ASSIGNED.

Tile Licensee shall not assign this Agrecment, in whole 01' in part, or any rights herein granted, without the written consent of the Licensor, und it is agreed that any transfer or assignment 01' attempted transfer 01' assignment of this Agl'eement 01' any of the rights herein granted, whether voluntary, by operation of In\\', or otherwise, without such consent in writing, shall be absolutely void and, at the option oftile Licensor, shalf terminate this Agreement.

Section 15. SUCCli3SSQRS.i\.ND ASSIGNS.

Subject to the provisions of Section 14 hereof, this Agreement shall be binding upon and illlu'e to the benefit ofthe ll!ll'lies hereto, their heirs, executors, administrators, successors and assigns.

Any provision of this Agreement which is determined by a court of compctent jurisdiction to be invalid or unenforceable shall be invalid 01' unenforceable only to the e.."

Licensee shall, at its sole cost and expense, procUI'e and maintain during the life of this Agreement (except as otherwise provided in Ihis Agreement) the following insurance coverage: A. COUlmcl'ciul Gcneral Liability insurance. Commercial general liability (CGL) with a limit of not less than $2,000,000 each occurrence and 8n aggregate limit of not less than $4,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (01' a substitute form providing equivalent coverage).

The policy mllst also contain the following endorsement, WHICH MUST BE STATED ON THE CERTWTCATE OF JNSU RANCE: "Contractual Liability Railroads" ISO form CG 24 17 10 01 (01' a substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Propelty" as the Designated .lob Site.

B. Business Automobile CoYel'age insurance. Ilusiness al1to coverage written on ISO form CA 00 01 10 01 (or a substitute form jJl'Oviding equivalent liability coverage) with a limit of not less $2,000,000 for each accident, and coverage mllst include liability arising out ofally auto (including owned, hired, and non-owned autos).

The policy mllst contain the following endorsements, WHICH MUST IlE STATED ON THE CERTIFICATE OF INSURANCE: "Coverage For Certain Operations In Connection With Railroads" ISO form CA 20 70 1001 (01' a substitute form providing equivalent coverage) showing "Union Pacific Property" as the Designated Job Site.

C. WO"kel's Compensation and Employers Liability insurance. Coverage Illllst include but not be limited to:

Licensee's statlltory liability under the workers' compensation laws of tile state(s) affected by this Agreement.

Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit $500,000 each employee. If Licensee is self-insured, evidence of state approval and excess workers compensation coverage mllst be provided, Coverage Illllst include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Ollter Continental Shelf Land Act, if applicable.

D. Rnih'oad Pl'Otective Liabilitx insurance. Licensee must maintain "Railroad Protective Liability" insurance written on ISO occurrence forlll CG 00 35 12 04 (or a substitute toI'm providing equivalent coverage) 011 behalf of Railroad only as named inslIred, with a limit of not less than $2,000,000 pel' occlirrence and an aggregate of $6,000,000. The definition of ".1013 LOCATION" and "WORK" on the declat'ation page of the policy shall refer to this Agreemcnt and shall describe all WORK 01' OPERATIONS pel'formed under this agreement

E. Umbt'ella 01' Excess insurance. If Licensee utilizes umbrella or excess policies, and these policies must "follow form" and afford no Jess coverage than the primary policy. Otllel'Requirements

F. All policy(ies) required above (except worker's compensation and employers liability) must include Railroad as "Additional Insured" lIsing ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (01' substitute forms providing equivalent coverage). The coverage provided to Railroad as additional insured Shllll, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage tor Railroad's negligence whether sole or pm1ial, active 01' passive, and shall not be limited by Licensee's liability under the indemnity provisions ofthis Agreement.

G. Punitive damages exGlllsion, if any, must be deleted (and the deletion indicated on the cel1ificate of insurance), uliless (a) insurance coverage may IIOt lawfully be obtained for any punitive damages that may arise under this agreement, or (b) all punitive damages are prohibited by all states ill which this agreement wiII be perlbrmcd. H. Licensee waives all rights of recovery, and its insurers also waive all rights of subrogation of damages against Railroad and its agents, officers, directors and employees for damages covcred by tile workers compensation and employers liability or commercial umbrella 01' excess liability obtained by Licensee required in this agreement, where permitted by law This waiver must be stated 011 the ce11ificate of insurance. I. All insurance policies mllst be written by a reputable inslIl'ance company acceptable to Railroad or with a current l3est's lnslll'ance Guide Rating of A~ and Class VII 01' bettcl', and authorized to do business in the statc(s) in which the work is to be performed.

J. The tact Ihat insllrallce is obtained by Licensee or by Railroad 011 behalf of Licensee will not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Railroad from Licensee 01' any third party will not be limited by the IlInOullt of the required insurance coverage, Pipciine Crossing 07120/08 Form i\PPfm'ed, AVI'-I.aw EXHIBITD SAFETY STANDARDS

MINIMUM SAFETY REQUIREMENTS

The term "employees" as used herein refel' to all employees of Licensee or its contractors, subcontractors> or agents, as well as any subcontractOl' or agent of any Licensee,

I. Clothing

A. All employees of Licensee will be suitably dressed to perform their duties safely and in a manner that will not interfere with their vision, hearing, 01' fi'ee lise of theh' hands OJ' feet.

Specitically, Licensee's employees must wear:

(i) Waist-length shirts with sleeves. (ii) Tl'Ollsers that covel' the entire leg, If flare-legged tl'Ousers are W01'l1, the trouser bottoms must be tied to prevent catching, (iii) Footwcar tllat covers their ankles and has a defined heel. Employees working on bridges are required to wcar satety-toed footwear that conforms to the American National Standards Institute (ANSJ) and FRA footwear requirements.

B. Employees shull not wcal' boots (other than work boots), sandals, canvas-type shoes, or othel' shoes that have thin soles or heels thaI arc higher than normal.

C, Employees must not wear loose 01' ragged clothing, neckties, tingel' rings, 01' other loose jewehy while operating or working on machinery.

II. Personal Protective Equipment

Licellsee shall require its employee to wear personal protective equipment as specified by Railroad rules, regulations, or recommended 01' requested by the Railroad Representative.

(i) Hard hat that meets the American Natiollal Standard (ANSI) 289,1 latest revision. Hard hats should be atIixed with Licensee's company logo 01' name. (ii) Eye protection that meets American National Standal'd (ANSI) for occupational and educational eye and face protection, Z87.1 - latest revision. Additional eye protection mllst be provided (0 llleet specitlc job situations slich as welding, grinding, etc. (iii) Hearing protection, which affords enough attenuation to give protection fi'om noise levels that will be occurring on the job site, Hem'ing protection, in the form of plugs or muffs> Illust be worn when employees are within:

.. 100 feet ofIi locomotive or roadway/work equipment • 15 feel of power operated too Is .. 150 feet ofjet blowers 01' pile drivers • ISO teet of retarders in use (whcn within 10 feet, employees must weal' dual ear protection - plugs and l1lurr:.-;) (iv) Othe,' types of personal protective equipment, such as respirators, fall protection equipment. and face shields, must be worn as recommended or requested by the Railroad Represcntative.

111. On Tl'ack Sufety

Licensee and its contractor are responsible for compliance with the Federal Railroad Administration's Roadway Workel' Protection regulations - 49CPR214, Subpalt C and Railroad's On-Track Safety rules. Under 49CfR2 14, Subpart C, railroad contractors are responsible for the training of theh' employees on such regulations. In addition to the instructions contained in Roadway Worker Protection regulations, all employees must:

(i) Maintain a minimum distance of at Icast twenty-five (25) feet to any track unless the Railroad Representative is present to authorize movements. (ii) Weal' an orange, retlectorized work wear approved by the Railroad Representative. (iii) Pluticipute in a job briefing that will specifY the type of On-Track Safety for the type of work being perfOl'll1ed. Licensee mllst take special note of limits of track authority, which tracks mayor may not be fouled, and clearing the track. Licensee will also receive special instmctiolls relating to the work zone around machines and minimum distances between machines while working 01' traveling.

IV. Equipment

A. It is the responsibility of Licensee to ensure that all equipment is in a safe condition to operate. H~ in the opinion ofthe Railroad Representative, any of Licensee's equipment is ullsafe for lise, Licensee shall remove such equipment from Rai lroad's property. In addition, Licensee must ensure that the opel'ators of all equipment are properly trained and competent in the safe operation ofthe equipment. In addition, operators must be:

III Familiar and comply with Railroad's ntles on lockout/tagout ofequipment.

II Trained in and comply with thc applicable operating rules ifoperating any hy-rail equipmcnt on-track, If Trained in and comply with the applicable air brake rules jf operating any equipment that moves rail cars or any other rail bound equipment.

B. All self:'propelled equipment must be equipped with a first-aid kit, fire extinguisher, and audible back-up warning dcvice.

C. Unless otherwise authorized by the Railroad Representative, all equipment lI1ust be parked a minimum of twenty-fivc (25) feet from any track. Before leaving any equipment unattended, the operator must stop the engine and pl'opedy secure the equipment against movement.

D. Cranes must be equipped with three orange cones that will be used to mark the working nrea of the crane and the minimulll clearances to overhead powel"lines. V. General Safcty Requh'cmcnts

A. Licensee shall ensure that all waste is properly disposed orin accol'dance with applicable federal and state regulations.

B. Licensee shall ensurc that all employees participate in and comply with a job briefing conducted by the Railroad Representative, if applicable. During this briefing, the Railroad Representative will speci1y safe work procedures, (including On-Track Safety) and the potential hazards of the job. If any employee has any questions 01' cOl1cems about the work, the employee mllst voice them during the job briefing, Additional job briefings will be conducted during the WOI'k as conditions, work p]'ocedures~ or personnel change,

C. All track work performed by Licensee meets the minimum safety requirements established by the Federal Railroad Administration's Track Safety Standards 49CFR2l3.

D. All cmployees comply with the following safety procedures when working al'Ound any railroad fmck:

(i) Always be on the alert for moving equipment. Employees must always expect movement on an)' track, at any time, in either direction, (ii) Do not step or walk all the top of the rail, frog, switches, guard rails, 01' other track components. (iii) III Ix1ssing around the ends of stauding eat's, engines, roadway machines or work equipment, leave at least 20 feet between yourself and the end of the equipment. Do 110t go between pieces ofequipment of the opening is less than one car length (50 teet). (iv) Avoid walking or standing on a track unless so authorized by the employee in charge. (v) Before stepping over or crossing tracks, look in both directions first. (vi) Do not sit 011, lie Ulldel', 01' cross between cars except as I'cquired ill the pcrtbnnance of your duties and only when track and equipment have been protected against movement.

E. All employees must comply with all federal and state regulations concerning workplace safety. SUBMITTING REQUESTS FOR RAILROAD PROTECTIVE LIABILITY INSURANCE ($2,000,000 per occtlrrence/$6,OOO,000 aggregate)

Application forllls tC)I' inclusion in Union Pacific Railroad's Blanket Railroad Protective Liability Insllrance Policy may be obtained by accessing the fullowing website (includes premiullls as well):

www.uQIT.coril/rcus/n:iJ1Sllre/indcx.shtml

If you have questions regarding railroad protective liability insurance (Le. premium quotes, application) please contact the Marsh USA Service Team, Bill Smith or Cindy Long at:

Phone: (800) 729-700 I Fax: (8 f6) 556-4362 Email: willium.LslllitMi!nwl.sh.col1l Email: ~j}Jily.tol1g@m~]!]Sh.com

"'PLEASE NOTE - The RPLI application and pl'elllium check should be sent directly to Marsh, USA at the address shown below - do NOT send your check and application via overnight air, as the P.O. Box will NOT accept overnight deliveries.

If you are in a situation where YOll require a RUSH, please contact Bill Smith or Cindy Long and they wiII do their best to accommodate your needs. All checks written to Marsh, USA should reference Union Pacific Railroad in the "Memo" section of the check.

Send Checks and Applications to the following "NEW" address:

Marsh USA NW 8622 PO Box 1450 Minneapolis, MN 5S485~8622 Attached is your permit to llilalizc as follows: Print out 2 complete originals, including exhibits, on one-sided paper. Execute and return 2 originals to my address below. Include licensee fee of$ 11214.00 Retum all of the above via overnight mail please. Retul'Jl by: OCltobcr 18, 2012 RESOLUTION NO. 2012- 17Z

A RESOLUTION ACCEPTING AND APPROVING A DRAFT STATE SMALL BUSINESS CREDIT INITIATIVE ("SSBCI") ALLOCATION AGREEMENT FOR PARTICIPATING MUNICIPALITIES BETWEEN THE UNITED STATES DEPARTMENT OF THE TREASURY ("TREASURY") AND THE MUNICIPALITIES LISTED ON ANNEX 8 ATTACHED HERETO ("PARTICIPATING MUNICIP ALITIES"), AND AUTHORIZING CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, AND LISA M. TARUFELLI, AS CITY CLERK OF THE CITY OF ROCK SPRINGS, WYOMING, TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY.

WHEREAS, the City of Rock Springs wishes to enter into a Draft SSBCI Allocation Agreement for Participating Municipalities with the Treasury and other Participating Municipalities in Wyoming to increase the amount ofcapital made available by private lenders to small businesses through its Approved Municipal Programs; and

WHEREAS, the Governing Body of the City ofRock Springs has said agreement before it and has given it careful review and consideration.

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section 1. That the Draft SSBCI Allocation Agreement for Participating Municipalities with the Treasury and other Participating Municipalities in Wyoming, attached hereto and by this reference made a part hereof, is hereby accepted and approved by the Governing Body of the City of Rock Springs, Wyoming.

Section 2. That the Mayor of the City of Rock Springs, be and he is hereby authorized, empowered and directed to execute said agreement on behalf of said City; and that the City Clerk ofsaid City, be and she is hereby authorized and directed to attach to said agreement a certified copy ofthis resolution.

PASSED AND APPROVED this ___ day ------.------, 2012.

--_._-_.._----­ President of the Council

Mayor

Attest:

City Clerk (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010) OMB Control # 1505-0227

LARAMIE CONSORTIUM

STATE SMALL BUSINESS CREDIT INITIATIVE

ALLOCATION AGREEMENT

FOR

PARTICIPATING MUNICIPALITIES

December 4, 2012

TD F 103.1.0 (1/2011) (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

TABLE OF CONTENTS

Page

PARTIES . 1

RECITALS. 1

ARTICLE I. DEFINITIONS AND RULES OF INTERPRETATION 2

Section 1.1 Definitions .. 2 Allocated Funds . . . . 2 Allocation . . 2 Allocation Time Period . . . 2 Application . . . . . 2 Approved Municipal Programs . 2 Authorized Municipal Official 2 Cooperative Agreement 2 Disbursement. . 2 Principal ...... 2 Program Income 3 Schedule . . . . . 3 Subawardee. . . 3 Subgrant. . . . 3 This Agreement. 3

Section 1.2 Rules of Interpretation 3

ARTICLE II. THIS ALLOCATION . . 4

Section 2.1 The Allocation Commitment ...... 4 Section 2.2 Purpose of this Allocation .4 Section 2.3 Allocation Time Period ...... 4

ARTICLE III. DISBURSEMENTS AND CONDITIONS PRECEDENT TO DISBURSEMENT...... 4

Section 3.1 Disbursements of Allocated Funds. 4 Section 3.2 Opinion of Participating Municipality Counsel...... 5 Section 3.3 Cooperative Agreement...... 5 Section 3.4 Conditions Precedent for Disbursements ... 5

TO F 103.1.0 (1/2011) ALLOCATION AGREEMENT- page i (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ARTICLE IV. COVENANTS AND AGREEMENTS OF THE PARTICIPATING MUNICIPALITY 5

Section 4.1 Compliance with Government Requirements 5 Section 4.2 Authorized Uses of Allocated Funds! Allowable Costs ...... 6 Section 4.3 Authori zed Uses of Program Income . . 6 Section 4.4 Restrictions on the Use of Allocated Funds and Program Income...... 6 Section 4.5 Commencement of Performance ...... 7 Section 4.6 SSBCI Policy Guidelines, National Standards and Internal Control and Financial Management Systems Requirements ...... 7 Section 4.7 Quarterly Reports ...... 7 Section 4.8 Annual Report ...... 8 Section 4.9 Access to Records of and Certifications from Financial Institutions 11 Section 4.10 Notices of Certain Material Events. 12 Section 4.11 High Risk .... 13 Section 4.12 Subgrants ...... 13 Section 4.13 Retention of Records. . ... 13 Section 4.14 Right to Inspect, Audit, and Investigate 13

ARTICLE V. REPRESENTATIONS AND WARRANTIES ...... 14

Section 5.1 Designation of Eligible Organization. 14 Section 5.2 Authority .... 14 Section 5.3 Due Authorization 14 Section 5.4 Due Execution and Delivery; Binding Agreement . . 14 Section 5.5 No Conflicts. 14 Section 5.6 Litigation. 15 Section 5.7 Disclosure. . 15

ARTICLE VI. TERMINATION FOR CAUSE AND OTHER REMEDIES 15

Section 6.1 General Events of Default. . . . . 15 Section 6.2 Discretionary Remedies...... 16 Section 6.3 Specific Events of Default...... 16 Section 6.4 Mandatory Remedies ...... 17 Section 6.5 No Waiver ...... 17 Section 6.6 Prior Notice to Participating Municipalities of Exercise of Remedies ...... 18

ARTICLE VII. TERMINATION OF AVAILABILITY 18

TD F 103.1.0 (1/2011) ALLOCATION AGREEMENT- page ii (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

Section 7.1 Termination of Availability 18

ARTICLE VIII. MISCELLANEOUS. 18

Section 8.1 Notices 18 Section 8.2 Entire Agreement. 19 Section 8.3 Amendments. 19 Section 8.4 Assignment. 19 Section 8.5 Successors. 20 Section 8.6 Cumulative Rights 20 Section 8.7 No Election 20 Section 8.8 Rights Confined to Parties. 20 Section 8.9 No Partnership. . 20 Section 8.10 Survival of Representations and Warranties. 20 Section 8.11 Applicable Law. 21 Section 8.12 Severability. 21 Section 8.13 Headings. 21 Section 8.14 Counterparts. 21

SIGNATURES ...... 22

ANNEX 1 PURPOSE OF THE ALLOCATION ANNEX 2 DISBURSEMENTS/CERTIFICATION OF PERFORMANCE AND REPRESENTATIONS AND WARRANTIES ANNEX 3 SCHEDULE ANNEX 4 QUARTERLY USE-OF-FUNDS REPORT/CERTIFICATION ON USE-OF­ ALLOCATED FUNDS ANNEX 5 REPORTING SCHEDULE ANNEX 6 OPINION OF MUNICIPALITY COUNSEL ANNEX 7 SUBSEQUENT REPORTING ANNEX 8 PARTICIPATING MUNICIPALITIES

TD F 103.1.0 (1/2011) ALLOCATION AGREEMENT- page iii (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ALLOCATION AGREEMENT dated as of December 4, 2012, between the United States Department of the Treasury, an executive department of the United States Government ("Treasury"), and the municipalities listed on Annex 8 attached hereto (the "Participating Municipalities")

RECITALS

WHEREAS, many companies, particularly small businesses, have found it increasingly difficult to get new loans to keep their businesses operating and banks are tightening requirements or cutting off existing lines of credit even when the businesses are up-to-date on their loan repayments;

WHEREAS, in the State Small Business Credit Initiative Act of 2010 (title III of the Small Business Jobs Act of 2010, Public Law 111-240, 124 Stat. 2568, 2582) (the "Act"), Congress appropriated funds to Treasury to be allocated and disbursed to States and eligible municipalities that have created programs to increase the amount of capital made available by private lenders to small businesses, and to cover Treasury's reasonable administrative expenses;

WHEREAS, in order to be considered for an allocation (as hereinafter defined), the eligible municipalities must submit an Application (as hereinafter defined) to Treasury for review and evaluation in a noncompetitive selection process; and

WHEREAS, based on a review and evaluation of the Participating Municipalities' Application, the Participating Municipalities have been approved to receive an allocation, subject to the satisfaction of the terms and conditions contained in this Agreement (as hereinafter defined);

THEREFORE, in consideration of the premises and mutual covenants, conditions and agreements hereinafter set forth, the parties hereto hereby agree as follows:

Allocation Agreement - page 1 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ARTICLE I DEFINITIONS AND RULES OF INTERPRETATION

Section 1.1 Definitions. Terms used in this Agreement that are not defined shall have the same meaning as in the Act. When used in this Agreement, the following terms shall have the respective meanings specified in this Section 1.1, unless the text clearly requires otherwise.

Allocated Funds. "Allocated Funds" shall mean the funds awarded to the Participating Municipalities on account of this Allocation.

Allocation. "Allocation" shall mean the award of Federal funds by the Treasury to the Participating Municipalities in accordance with the allocation formula contained in the Act.

Allocation Time Period. "Allocation Time Period" shall have the meaning ascribed to such term in Section 2.3 of this Agreement.

Application. "Application" shall mean the State Small Business Credit Initiative Application dated July 20. 2012, including any written information in connection therewith and any attachments, appendices and/or written supplements thereto, submitted by the Participating Municipalities to Treasury.

Approved Municipal Programs. "Approved Municipal Programs" means the Credit Guarantee Program , a collateral support program; and the Seed Capital Network program, a venture capital program, approved by Treasury as eligible for Federal contributions to, or for the account of, the Municipalities' programs.

Authorized Municipal Official. "Authorized Municipal Official" means each of the Participating Municipalities' officials having oversight responsibility for the Approved Municipal Program(s).

Cooperative Agreement. "Cooperative Agreement" shall mean the required agreement between the Participating Municipalities that delineates obligations among the Participating Municipalities.

Allocation Agreement - page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

Disbursement. "Disbursement" shall mean a transfer of Allocated Funds by Treasury to the Participating Municipalities under this Agreement.

Principal. "Principal" shall mean, for purposes of Section 4.9, if a sole proprietorship, the proprietor; if a partnership, each managing partner and each partner who is a natural person and holds a 20 percent or more ownership interest in the partnership; and if a corporation, limited liability company, association or a development company, each director, each of the five most highly compensated executives or officers of the entity, and each natural person who is a direct or indirect holder of 20 percent or more of the ownership stock or stock equivalent of the entity.

Program Income. "Program Income" shall mean gross income received by the Participating Municipalities that is directly generated by an Allocation-supported activity or earned as a result of this Allocation during the Allocation Time Period. Program Income includes, but is not limited to, income from: fees for services performed that were funded or supported with Allocated Funds; and interest earned on loans made using Allocated Funds. Program Income does not include interest on Allocated Funds, the receipt of principal on loans made using Allocated Funds, rebates, credits, discounts, or refunds, or interest earned on any of them.

Schedule. "Schedule" shall have the meaning ascribed to such term in Section 4.2 and Annex 3 of this Agreement.

Subawardee. "Subawardee" shall mean the legal entity to which a Subgrant is awarded and which is accountable to the Participating Municipalities for the use of Allocated Funds provided.

Subgrant. "Subgrant" shall mean an award of Allocated Funds by the Participating Municipalities to an eligible Subawardee. The term does not include procurement purchases.

This Agreement. "This Agreement" or "this Agreement" shall mean this Allocation Agreement dated as of December 4, 2012, together with the Annexes attached hereto, and the Assurances (Non-Construction) submitted by the Participating Municipalities as part of its Application, as the foregoing may be amended or

Allocation Agreement - page 3 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010) modified from time to time in accordance with their respective terms.

Section 1.2 Rules of Interpretation. Unless the context shall otherwise indicate, the terms defined in Section 1.1 of this Agreement shall include the plural as well as the singular and the singular as well as the plural. The words "herein," "hereof," and "hereto," and words of similar import, refer to this Agreement as a whole.

ARTICLE II THIS ALLOCATION

Section 2.1 The Allocation Commitment. Subject to all of the terms and conditions hereof and in reliance upon all representations, warranties, assurances, certifications, covenants and agreements contained herein, Treasury will provide to the Participating Municipalities, an Allocation in the a ggregate amount not toex c e ed .:::.t..::.:h:..::i:..::r=-t=-e-=-=ec:.;n:.-=.:.:.=-=-=-::-=~.:...:..;~~,-,,-=~--=-=-: si hundred fi ($13,168,350) .

Section 2.2 Purpose of this Allocation. The purpose of this Allocation is to carry out the Approved Municipal Program(s} as described in Annex 1 attached hereto, which is/are incorporated herein by reference.

Section 2.3 Allocation Time Period. The effective date of this Allocation shall be the date of this Agreement. The expiration date of this Allocation is 31 2017. The period of time between the effective date and the expiration date is the Allocation Time Period. The Participating Municipalities may charge to this Allocation allowable costs incurred, in accordance with Section 4.2 hereof, during the Allocation Time Period. Costs incurred prior to the Allocation Time Period are not allowable unless authorized in writing by Treasury. After the Allocation Time Period, the Participating Municipalities may charge to unobligated Allocated Funds in their possession allowable costs incurred in accordance with Section 4.2 hereof.

Allocation Agreement - page 4 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ARTICLE III DISBURSEMENTS AND CONDITIONS PRECEDENT TO DISBURSEMENTS

Section 3.1 Disbursements of Allocated Funds. Subject to the terms and conditions hereof, Treasury will make Disbursements of Allocated Funds via electronic funds transfer to the account of the Participating Municipalities designated in advance by the Participating Municipalities. Treasury will make Disbursements to the Participating Municipalities in accordance with Annex 2, attached hereto, which is incorporated herein by reference.

Section 3.2 Cooperative Agreement. Before Treasury's initial Disbursement of the Allocated Funds, the Participating Municipalities shall have executed and delivered to Treasury a Cooperative Agreement in form and substance satisfactory to Treasury.

Section 3.3 Opinion of Participating Municpal Counsel. Before Treasury's initial Disbursement of all or a portion of the Allocated Funds, Treasury shall have received, from counsel for each Participating Municipality, a favorable opinion satisfactory in scope, form, and substance to Treasury, with respect to the matters stated in Sections 5.1, 5.2, 5.3, 5.4, 5.5, and 5.6 hereof. Such opinions shall also cover such other matters incident hereto as Treasury may require. Opinions conforming substantially to the form opinion of counsel attached hereto as Annex 6 will be satisfactory to Treasury.

Section 3.4 Conditions Precedent for Disbursements. In addition to the prerequisite set forth in Sections 3.2 and 3.3 hereof, each Participating Municipality shall provide before each successive Disbursement following the initial one-third Disbursement certifications signed by each Authorized Municipal Official that such Participating Municipali has performed and complied with all applicable agreements and conditions contained herein, and that with respect to each Participating Municipality, the representations and warranties set forth in this Agreement and in the Assurances (Non-Construction) contained as part of the Application shall be true and correct in all material respects. The form of the certification is in Exhibit 2-1 of Annex 2 attached hereto. If any condition or prerequisite specified herein or in any document connected herewith shall not have been fulfilled to the satisfaction of Treasury, Treasury may, in its sole discretion, elect not to

Allocation Agreement - page 5 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010) make a Disbursement until such time as such condition or prerequisite shall be fulfilled to the satisfaction of Treasury.

ARTICLE IV COVENANTS AND AGREEMENTS OF THE PARTICIPATING MUNICIPALITIES

Each Participating Municipality shall duly perform and observe each and all of the following covenants and agreements unless the text clearly requires a different duration:

Section 4.1 Compliance with Government Requirements. In carrying out its responsibilities pursuant to this Agreement, such Participating Municipality shall comply with the Act, Treasury regulations or other requirements prescribed by Treasury pursuant to the Act, and applicable provisions of the grants management common rule referenced in the attachment to OMB Circular A-102 ("Grants and Cooperative Agreements with State and Local Governments"), which are incorporated herein by reference. The Participating Municipality also shall comply with all applicable Federal, State, and local laws, regulations, ordinances, and OMB Circulars, including, but not limited to, the regulations at 31 C.F.R. Part 21, related to lobbying.

Section 4.2 Authorized Uses of Allocated Funds/Allowable Costs. The Participating Municipality shall only use the Allocated Funds for the purposes and activities specified in this Agreement including, but not limited to, the Schedule contained in Annex 3 attached hereto, which is incorporated herein by reference, and for paying allowable costs of those purposes and activities in accordance with the cost principles set forth in OMB Circular A-87 (Cost Principles for State, Local, and Indian Tribal Governments) and codified in 2 C.F.R. Part 225.

Section 4.3 Authorized Uses of Program Income. The Participating Municipality shall add Program Income to the Allocated Funds, and shall use such Program Income for the same purposes and under the same conditions as the Allocated Funds.

Section 4.4 Restrictions on the Use of Allocated Funds Funds and Program Income.

Allocation Agreement - page 6 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

(a) No Participating Municipality shall use any Allocated Funds in a manner other than as authorized hereunder, without the prior written approval of Treasury.

(b) No Participating Municipality shall use any Allocated Funds to pay any person to influence or attempt to influence any agency, elected official, officer or employee of a State or Local Government in connection with the making, award, extension, continuation, renewal, amendment, or modification of any State or Local Government contract, grant, loan or cooperative agreement as such terms are defined in 31 U.S.C. § 1352.

(c) No member of or delegate to the United States Congress or resident U.S. Commissioner shall be admitted to any share or part of this Agreement or to any benefit that may arise herefrom.

(d) No Participating Municipality shall use any Allocated Funds to pay any costs incurred in connection with (i) any defense against any claim or appeal of the United States Government, any agency or instrumentality thereof (including Treasury), against the Participating Municipality, or (ii) any prosecution of any claim or appeal against the United States Government, any agency or instrumentality thereof (including Treasury), which the Participating Municipality instituted or in which the Participating Municipality has joined as a claimant.

(e) No Participating Municipality shall use any Allocated Funds for loans used to finance, in whole or in part, business activities prohibited by Treasury regulations, including Treasury regulations promulgated after the date of this Allocation Agreement and the SSBCI Policy Guidelines as published by Treasury on its website at i.

(f) No Participating Municipality may use Allocated Funds outside the geographic borders of the Participating Municipality unless the Authorized Municipal Official or chief executive of the Participating Municipality warrants, in writing, that the loan or investment will

Allocation Agreement - page 7 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

result in significant economic benefit to the Participating Municipality.

Section 4.5 Commencement of Performance. Each Participating Municipality shall be fully positioned within 90 days of the date of this Agreement to act on providing the type of credit support that the Approved Municipal Program was established to provide using the Allocated Funds.

Section 4.6 SSBCI Policy Guidelines, National Standards and Internal Control and Financial Management System Requirements.

(a) Each Participating Municipality shall comply with the SSBCI Policy Guidelines published by Treasury on its website at www. reas ssbci, including any SSBCI Policy Guidelines and national standards that are established by Treasury after the date of this Allocation Agreement.

(b) Each Participating Municipality shall comply with the standards for financial management systems, including internal control requirements, specified in the grants management common rule at § .20. Notwithstanding the foregoing, the cash management requirements in § .20{b) (7) of the grants management common rule shall not apply to the Participating Municipalities.

Section 4.7 Quarterly Reporting. Within 30 days after the end of each quarterly reporting period (excluding the quarterly reporting period ending on the expiration date of this Allocation), the Participating Municipalities shall deliver to Treasury a quarterly report, which shall be signed by each of the Participating Municipalities' Authorized Municipal Official. The reporting period covered by, and the due date for, each quarterly report are listed in 5 attached hereto. Each report shall be in such form as Treasury may, from time to time prescribe, and shall consist of the following information:

(a) A report on the use of Allocated Funds for each Approved Municipal Program on both a quarterly and a cumulative basis, including the total amount of Allocated Funds used for direct and indirect administrative costs, the total amount of Allocated Funds used, the amount of Program Income generated,

Allocation Agreement - page 8 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

and the amount of charge-offs against the Federal contributions to the reserve funds set aside for any Approved Capital Access Programs; and

(b) A certification in the form prescribed in Annex 4.

Section 4.8 Annual Reports.

(a) For CAPs and OCSPs other than venture capital programs, by March 31 of each year, beginning March 31 2 1 the Participating Municipalities shall submit to Treasury an annual report, for the prior st calendar year ending December 31 , which shall be signed by each Authorized Municipal Official, in such form as Treasury may from time to time prescribe, that contains the following information for each loan, indicating the SSBCI-approved loan program in which the loan is enrolled (e.g. capital access program, loan guarantee, loan participation, direct loan, collateral support):

1. A unique loan identifier number, the census tract and zip code of the borrower's principal location in the municipality;

2. The lending institution's name and Employer Identification Number (EIN);

3. The total amount of principal loaned/authorized as a line of credit, and of that amount, the portion that is from non-private sources;

4. Date of initial disbursement;

5. For CAP loans, the insurance premiums paid by the borrower, the lender, and the Participating Municipalities; or for loans in which the Participating Municipalities are participating, the amount of the participation; or for loans guaranteed by the Participating Municipalities, the amount of loan guarantee provided by the SBBcr recipient and the amount of funds set aside by the Participating Municipalities to cover the loan guarantee; or for loans for which the Participating Municipalities provide collateral support, the

Allocation Agreement - page 9 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

amount of collateral support provided and the amount of funds set aside by the Participating Municipalities to cover the collateral support obligation;

6. The borrower's annual revenues in the last fiscal year;

7. The borrower's Full Time Equivalent (FTE) employees;

8. The 6-digit North American Industry Classification System (NAICS) code for the borrower's industry;

9. The year the borrower's business was. incorporated; and

10. The estimated number of jobs created or retained as a result of the loan.

11. The amount of additional private financing occurring after the loan closing, if required under the provisions of Annex 7.

All data elements (1) through (10)shall be reported only in the annual report covering the period in which the loan was made. If required under the provisions of Annex 7, the Participating Munic ities will provide the data required in (11) for the periods specified in Annex 7.

(b) For OCSP venture capital programs, by March 31 of each year, beginning 201 each Participating Municipality shall submit to Treasury an annual st report, for the year ending December 31 , which shall be signed by each Authorized Municipal Official, in such form as Treasury may from time to time prescribe, that contains the following information for each investment in an eligible small business, indicating the SSBCI -approved venture capital program:

1. A unique investment identifier number, the census tract and zip code of the investee's principal location in that state;

Allocation Agreement - page 10 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

2. The State Small Business Credit Initiative­ approved program in which the venture capital investment is enrolled;

3. The total amount of venture capital and other financing invested or loaned, and of that amount, the portion that is from non-private support;

4. The amount of venture capital provided by the Approved Municipal venture capital fund program;

5. Date of initial disbursement;

6. The business's annual revenues in the last fiscal year:

7. The business's Full Time Equivalent (FTE) employees;

8. The 6-digit North American Industry Classification System (NAICS) code for each business's industry:

9. The year the business was incorporated; and

10. The estimated number of jobs created and the estimated number of jobs retained as a result of the investment;

11. The amount of additional private financing occurring after the investment closing, if required under the provisions of Annex 7.

All data elements (1) through (10) shall be reported only in the annual report covering the period in which the investment was made. If required under the provisions of Annex 7, each Participating Municipality will provide the data required in (11) for the periods specified in Annex 7.

(c) The Participating Municipalities shall also provide detailed information on any qualifying loan or swap funding facility and information on aggregate loan losses.

Allocation Agreement - page 11 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

(d) For the final annual report due on March 31, 2017, a summary of the performance results of this Allocation, including a narrative of how or the extent to which the purpose of this Allocation, as described in Annex 1 attached hereto, was accomplished using Allocated Funds.

In addition, each Authorized Municipal Official shall attach to the Participating Municipalities' annual report a completed and executed Federal Financial Report, SF-425. The due dates for the submission of the annual reports are listed in Annex 5 attached hereto.

Treasury may require the Participating Municipalities to submit this report using an electronic reporting system.

Section 4.9 Access to Records of and Certifications from Financial Institutions. Before providing any loan, loan guarantee, or other financial assistance using Allocated Funds to a financial institution or any other private entity, the Participating Municipalities shall obtain the following:

(a) the binding written agreement of the financial institution or other private entity to make available to the Treasury Inspector General all books and records related to the use of the Allocated Funds, subject to the Right to Financial Privacy Act (12 U.S.C. § 3401 et seq.), including detailed loan records, as applicable;

(b) a certification from the financial institution that the financial institution is in compliance with the requirements of 31 C.F.R. § 103.121; and

(c) a certification from the private entity, including any financial institution, that the Principals of such entity have not been convicted of a sex offense against a minor (as such terms are defined in section III of the Sex Offender Registration and Notification Act (42 U.S.C. 16911».

Section 4.10 Notices of Certain Material Events. The Participating Municipalities shall promptly notify Treasury in writing in reasonable detail of any of the following events:

Allocation Agreement - page 12 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

(a) any proceeding instituted against any Participating Municipality in, by or before any court, governmental or administrative body or agency, which proceeding or its outcome could have a material adverse effect upon the operations, assets or properties of the Participating Municipality;

(b) any material adverse change in the condition, financial or otherwise, or operations of any of the Participating Municipalities;

(c) the occurrence of any event described in Sections 6.1 and 6.2 herein (General Events of Default and Specific Events of Default);

(d) problems, delays, or adverse conditions, real or anticipated, that will materially impair any Participating Municipality's ability to accomplish the purpose of this Allocation set forth in Annex 1 attached hereto, with a description of actions taken or contemplated to be taken, and any assistance needed to resolve the situation;

(e) deviations from the annual schedule submitted by the Participating Municipalities under Section 4.8 apportioning Allocated Funds among the Approved Municipal Programs if the deviations will result in the need for additional funding from any third party to accomplish the purpose of this Allocation set forth in Annex 1 attached hereto; and

(f) favorable developments which enable meeting time schedules and objectives sooner or at less cost than anticipated or producing more beneficial results than originally planned.

(g) any material change to the Cooperative Agreement referenced in Section 3.2 which includes, but is not limited to the addition or withdrawal of any municipality from the Cooperative Agreement, changes in any governance structure of the Cooperative Agreement, or change in the relationship to the administering entity in the Cooperative Agreement.

Allocation Agreement - page 13 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

Section 4.11 High Risk. Notwithstanding the foregoing, Treasury may unilaterally increase the frequency and the scope of Participating Municipalities' reporting requirements if Treasury finds the Participating Municipalities to be high risk in accordance with the grants management common rule at § .12.

Section 4.12 Subgrants. The Participating Municipalities shall not make any Subgrants using Allocated Funds without the prior written approval of Treasury.

Section 4.13 Retention of Records. The Participating Municipalities shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Allocation for a period of three years from the date of submission of the final quarterly report under Section 4.7 herein, except as otherwise provided in the grants management common rule at § .42.

Section 4.14 Right to Inspect, Audit and Investigate. Treasury, the Treasury Inspector General, the Comptroller General of the United States, or any of their duly authorized representatives, have the right of timely and unrestricted access to any books, documents, papers, or other records of the Participating Municipalities that are pertinent to the Allocation, in order to make audits, investigations, examinations, excerpts, transcripts and copies of such documents. This right also includes timely and reasonable access to the Participating Municipalities' personnel for the purpose of interview and discussion related to such documents. This right of access shall last as long as records are retained, except that Treasury's right of access expires on September 27, 2017.

Allocation Agreement - page 14 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ARTICLE V REPRESENTATIONS AND WARRANTIES

The Participating Municipalities hereby jointly and severally make each and all of the following representations and warranties:

Section 5.1 Designation of Eligible Organization. Each Participating Municipality has designated the particular office identified in Annex 8 opposite the name of the respective Participating Municipality to implement the respective Participating Municipality's Approved Municipal Programs in accordance with the Cooperative Agreement. Each party identified is a department, agency, or political subdivision of the Participating Mun lity.

Section 5.2 Authority. Each Participating Municipality has all requisite power and authority under the constitution and the laws of the State of Wyoming to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform its obligations hereunder.

Section 5.3 Due Authorization. The execution and delivery by each Participating Municipality of this Agreement, the consummation by each Participating Municipality of the transactions contemplated hereby, and the performance by each Participating Municipality of its obligations hereunder have been duly authorized by all necessary action on the part of the Participating Municipality.

Section 5.4 Due Execution and Delivery; Binding Agreement. This Agreement has been duly executed and delivered by each Participating Municipality, and constitutes the legal, valid and binding obligation of each Participating Municipality enforceable in accordance with its terms.

Section 5.5 No Conflicts. The execution and delivery by each Participating Municipality of this Agreement, the consummation by each Participating Municipality of the transactions contemplated hereby, and the performance by each Participating Municipality of its obligations hereunder do not and will not:

Allocation Agreement - page 15 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

(a) conflict with or violate any exist~ng law or administrative regulation, or any existing administrative or judicial decree or order; and

(b) conflict with, result in a breach of, or constitute a default under any existing agreement or other instrument to which such Participating Municipality is subject or by which it is bound.

Section 5.6 Litigation. There is no lawsuit or judicial or administrative action, proceeding, or investigation pending or threatened against any Partic ing Municipality which is likely to have a material adverse effect on the ability of such Participating Municipality to perform its obligations under this Agreement.

Section 5.7 Disclosure. Neither this Agreement nor any Annex attached hereto, nor any certification or assurance referenced herein, nor any other document or instrument delivered to Treasury by any Participating Municipality pursuant to this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. Each Participating Municipality has disclosed, in writing, to Treasury all facts that might reasonably be expected to result in a material adverse effect upon such Participating Municipality's ability either to conduct its business or to carry out the purpose of this Allocation. No Participating Municipality has knowingly and willfully made or used a document or writing containing any false, fictitious or fraudulent statement or entry as part of its correspondence or communication with Treasury.

ARTICLE VI TERMINATION FOR CAUSE AND OTHER REMEDIES

Section 6.1 General Events of Default. In the event that either:

(a) any representation, warranty, certification, assurance or any other statement of fact contained in this Agreement or the Application of any Participating

Allocation Agreement - page 16 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

Municipality including, but not limited to, the Assurances (Non~Construction) contained as part of the Application, or any representation or warranty set forth in any document, report, certificate, financial statement or instrument now or hereafter delivered to Treasury in connection with this Agreement, is found to be inaccurate, false, incomplete or misleading when made, in any material respect; or

(b) any Participating Municipality materially fails to observe, comply with, meet or perform any term, covenant, agreement or other provision contained in this Agreement including, but not limited to, any Participating Munic ity's failure to submit complete and timely quarterly reports or annual reports, or any Participating Municipality ceases to use the Allocated Funds to undertake the activities authorized in Annex 1 attached hereto;

Treasury, in its sole discretion, may find any or all of the Participating Municipalities to be in default.

Section 6.2 Discretionary Remedies. If Treasury finds any Participating Municipality to be in default under Section 6.1 of this Agreement, Treasury may, in its sole discretion, take anyone or more of the following actions, subject to Section 6.6 of this Agreement:

(a) withhold Disbursements pending the Participating Municipalities' correction of the default; or

(b) wholly or partly reduce, suspend, or terminate the commitment of Treasury to make Disbursements to the Participating Municipalities under this Agreement, whereupon the commitment of Treasury to make Disbursements to any or all Participating Municipalities under this Agreement will be reduced, suspended, or terminated, as the case may be.

Section 6.3 Specific Events of Default. In the event of a Treasury Inspector General audit finding of either:

(a) intentional or reckless misuse of Allocated Funds by any Participating Municipality; or

Allocation Agreement - page 17 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

(b) any Participating Municipality having intentionally made misstatements in any report issued to Treasury under the Act;

Treasury shall find any or all the Participating Municipalities to be in default.

Section 6.4 Mandatory Remedies. If Treasury finds the Participating Municipalities to be in default under Section 6.3 of this Agreement, Treasury shall take the following actions:

(a) in the case of an event of default under Section 6.3(a), recoup any misused Allocated Funds that have been disbursed to the Participating Municipalities; or

(b) in the case of an event of default under Section 6.3(b), terminate the commitment of Treasury to make Disbursements to the Participating Municipalities under this Agreement, and find the Municipalities ineligible to receive any additional funds under the Act, whereupon the commitment of Treasury to make Disbursements to the Participating Municipalities under this Agreement will be terminated and the Municipalities will be ineligible to receive any additional funds under the Act.

Section 6.5 No Waiver. No delay or failure by Treasury in the exercise of any right, power, or remedy accruing upon the occurrence of any event described in Section 6.1 or Section 6.3 herein shall impair any such right, power, or remedy, or be construed to be a waiver of or acquiescence in such event, nor shall any abandonment or discontinuance of steps taken to exercise any right, power or remedy preclude any further exercise thereof.

Section 6.6 Prior Notice to Participating Municipalities of Exercise of Remedies. Prior to exercising or imposing any remedy contained in Section 6.2 other than a withholding of a Disbursement(s) under Section 6.2(a), Treasury will, to the maximum extent practicable, provide the Participating Municipalities with written notice of the event(s) described in Section 6.1 hereof and the proposed remedy. Treasury's written notice will give the Participating Municipalities 10 calendar days from the date of the notice to respond. Treasury may, in

Allocation Agreement - page 18 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010) its sole discretion, also afford the Participating Municipalities 20 calendar days from the date of the notice to correct the event. If the Participating Municipalities fail to correct the event within either the 10 calendar day response time or, if applicable, the 20 calendar day correction or cure period, Treasury may, in its sole discretion, impose or exercise the remedy or remedies set forth in its written notice. Moreover, if the Participating Municipalities fail to respond timely to Treasury's written notice, Treasury may impose or exercise the remedy or remedies set forth in its written notice, effective as of the date specified in such notice. Nothing in this Agreement, however, will provide the Participating Municipalities with any right to any formal or informal hearing or comparable proceeding not otherwise required by law.

ARTICLE VII TERMINATION OF AVAILABILITY

Section 7.1 Te~ination of Availability. Treasury may, upon submitting to the Participating Municipalities written notification, terminate any or all of the Participating Municipalities' Allocation of any portion of the Allocated Funds that Treasury has not disbursed to the Participating Municipalities by 2-years from the date of this Allocation Agreement.

ARTICLE VIII MISCELLANEOUS

Section 8.1 Notices. All notices, requests, demands, consents, waivers and other communications given under any provision of this Agreement shall be in writing and shall be delivered by hand, mailed by postage-prepaid first-class mail, delivered by overnight courier service, or transmitted electronically via facsimile (fax) or email transmission to the addresses indicated below:

if to Treasury:

Department of the Treasury ATTN: State Small Business Credit Initiative

Allocation Agreement - page 19 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

Main Treasury Building Room 1310 1500 Pennsylvania Avenue, N.W. Washington, DC 20220

Telephone No. (202) 622-0713 Facsimile No. (202) 622-9947 Email address: [email protected]

if to the Participating Municipalities, please see Annex 8 for detailed contact information.

The address, telephone number, email address or facsimile number for either party hereto may be changed at any time and from time to time upon written notice given to the other party.

Section 8.2 Entire Agreement. This Allocation Agreement (including all annexes and amendments thereto), the Application and the attachments, exhibits, appendices and supplements to the Application, and the Allocation notice letter, between the Participating Municipalities and Treasury with respect to the obligation of funds necessary to provide transfers to the Participating Municipalities contain the entire agreement of the parties with respect to the subject matter hereof and supersede all prior agreements or understandings, written or oral, in respect thereof. The Application, including any attachments, exhibits, appendices and supplements thereto, any attachments, schedules, annexes, appendices and supplements to the Allocation Agreement, and said Allocation notice letter are incorporated in and made a part of this Agreement.

Section 8.3 Amendments. Unless otherwise expressly provided in this Agreement, no provision of this Agreement may be amended, modified, waived, supplemented, discharged or terminated orally but only by an instrument in writing duly executed by Treasury and each Participating Municipality. If the Participating Municipalities propose to make an amendment to the Allocation Agreement, they must submit a request, in writing, to Treasury.

Section 8.4 Assignment. The Participating Municipalities may not assign or transfer their rights under this Agreement without the prior written consent of Treasury.

Allocation Agreement - page 20 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

Section 8.5 Successors. This Agreement shall be binding upon and inure to the benefit of Treasury and the Participating Municipalities and their respective successors and permitted assigns.

Section 8.6 Cumulative Rights. Each and every right, power, and remedy conferred in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein conferred or now or hereafter existing at law or in equity, by statute or otherwise.

Section 8.7 No Election. Each and every right, power, and remedy, whether conferred in this Agreement or otherwise existing, may be exercised from time to time and as often and in such order as may be determined by Treasury, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be an election or a waiver of the right to exercise at the same time or thereafter any other right, power or remedy.

Section 8.8 Rights Confined to Parties. Nothing expressed or implied herein is intended or shall be construed to confer upon, or to give, any person other than the Participating Municipalities or Treasury, and their respective successors and permitted assigns, any right, remedy or claim under or by reason of this Agreement or of any term, condition, representation, warranty, covenant, or agreement contained herein, and all of the terms, conditions, representations, warranties, covenants, and agreements contained herein shall be for the sole and exclusive benefit of the Participating Municipalities, and Treasury, and their respective successors and permitted assigns.

Section 8.9 No Partnership. Neither this Agreement nor any part or provision hereof, nor the exercise by Treasury of any of its respective rights or remedies hereunder, shall evidence or establish, be construed as evidencing or establishing, any partnership, joint venture, or similar relationship of Treasury with the Participating Municipalities.

Section 8.10 Survival of Representations and Warranties. All representations, warranties, covenants, and agreements made by each Participating Municipality in this Agreement (including, without limitation, the Application and the Assurances (Non­ Construction) submitted by the Participating Municipalities as part of the Application and the Cooperative Agreement referenced

Allocation Agreement - page 21 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010) in section 3.2) or in any document, report, certificate, financial statement, note, or instrument now or hereafter furnished in connection with this Agreement shall survive the execution and delivery of this Agreement and the Disbursement of Allocated Funds pursuant hereto.

Section 8.11 Applicable Law. This Agreement, and the rights and obligations of the parties hereunder, shall be governed by, and construed and interpreted in accordance with United States Federal law and not the law of any State or locality of the United States. To the extent that a court looks to the laws of any State to determine or define the Federal law, it is the intention of the parties hereto that such court shall look only to the laws of the State of Wyoming.

Section 8.12 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not of itself invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.13 Headings. The descriptive headings of the various articles and sections contained in this Agreement were formulated and are for convenience only and shall not be deemed to affect the meaning or construction of the provisions hereof.

Section 8.14 Counterparts. This Agreement may be executed in separate counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument.

Allocation Agreement - page 22 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

TREASURY: United States Department of the Treasury

By: Name: Don Graves Jr. Title: Deputy Assistant Secretary

Allocation Agreement - page 23 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

PARTICIPATING MUNICIPALITY: Casper

By: ------­ Name: Kenyne Schlager Title: Mayor

Date:

PARTICIPATING MUNICIPALITY: Cheyenne

By: Name: Rick Kaysen Title: Mayor

Date:

PARTICIPATING MUNICIPALITY: Cody

By: Name: Nancy Brown Title: Mayor

Date:

Allocation Agreement - page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

PARTICIPATING MUNICIPALITY: Douglas

By: Name: Bruce Jones Title: Mayor

Date:

PARTICIPATING MUNICIPALITY: Edgerton

Name: H.H. "Buck" King Title: Mayor

Date:

PARTICIPATING MUNICIPALITY: Gillette

By: Name: Carter Napier Title: City Administrator

Date:

PARTICIPATING MUNICIPALITY: Green River

Allocation Agreement - page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

By: Name: Hank Castill Title: Mayor

Date:

PARTICIPATING MUNICIPALITY: Hanna

By: Name: Tony Poulos Title: Mayor

Date:

PARTICIPATING MUNICIPALITY: Hartville

By: Name: Darrell Offe Title: Mayor

Date:

PARTICIPATING MUNICIPALITY: Laramie

Allocation Agreement - page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

By: Name: Janine Jordan Title: City Administrator

Date:

PARTICIPATING MUNICIPALITY: Pine Bluffs

By: Name: Caryn Miller Title: Town Administrator

Date:

PARTICIPATING MUNICIPALITY: Powell,

By: Name: Scott Mangold Title: Mayor

Date:

PARTICIPATING MUNICIPALITY: Rawlins

Allocation Agreement - page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

By: Name: Kenneth Klouda Title: Mayor

Date:

PARTICIPATING MUNICIPALITY: Rock Springs

By: Name: Carl Demshar Title: Mayor

Date:

PARTICIPATING MUNICIPALITY: Sundance

By: Name: Paul Brooks Title: Mayor

Date:

PARTICIPATING MUNICIPALITY Wheatland

Allocation Agreement - page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

By: Name: Jean Dixon Title: Mayor

Date:

Allocation Agreement - page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ANNEX 1

PURPOSE OF THE ALLOCATION

This Annex 1 constitutes an integral part of the Allocation Agreement dated as of December 4, 2012, between the Treasury and the Participating Municipalities.

The purpose of the Allocation is to assist the Participating Municipalities to increase the amount of capital made available by private lenders to small businesses through its Approved Municipal Programs.

To accomplish this, the Participating Municipalities will use $3,000,000 of their Allocated Funds to support the new Seed Capital Network (SCN) program, a venture capital program that will create angel investment networks that will invest in eligible small businesses in the Participating Municipalities.

The Participating Municipalities will use $10,168,350 of their Allocated Funds to support the new Credit Guarantee Program (CGP) will pledge up to 50 percent of the loan value in cash collateral to financial institution lenders for loan requests where there financial institutions have identified a collateral shortfall.

Both the CGP and the SCN programs will be implemented by the Participating Municipalities, as identified in Annex 8, in accordance with the Cooperative Agreement.

Section 5.1 of the Allocation Agreement identifies the Participat Municipalities as the agencies responsible for the implementation of the Participating Municipalities' Approved Munic I Programs. In the application dated, July 20, 2012, the Participating Municipalities identified the Wyoming Smart Capital Network (WSCN), as a contracting entity which would be administering specific aspects of the Approved Municipal Programs. WSCN is a for-profit entity supervised by the Participating Municipalities. As a result of WSCN's administration of specific aspects of the Approved Municipal Programs, the Participating Municipalities shall extend and apply to WSCN, and shall require WSCN to also comply with, the provisions of Article IV and VI of the Allocation Agreement

TD F 103.1.0 (1/2011) Annex 2 - page 1 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

(except that, for the purpose of extending and applying Articles IV and VI WSCN's administration of specific aspects of the Approved Municipal Programs, the Participating Municipalities shall substitute references to "Participating Municipalities" in Articles IV and VI with references to "WSCN'f except for purposes of Section 4.2, references to OMB Circular A-87 will be substituted with reference to the Federal Acquisition Regulation, 48 C.F.R. Part 31.2).

TD F 103.1.0 (1/2011) Annex 2 - page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ANNEX 2

DISBURSEMENT POLICIES AND PROCEDURES

This Annex 2 constitutes an integral part of the Allocation Agreement dated as of December 4, 2012, between the TreasuryU) and the Participating Municipalities.

1. Allocated

Treasury will promptly disburse the first one-third of the Allocation to the Participating Municipalities after each Participating Municipality executes the Allocation Agreement and Treasury receives the opinions required by Annex 6.

2 . S -----­..~------~------~------Except as provided in paragraphs 2 and 3 herein, Treasury will disburse to the Participating Municipalities each successive one-third of the Allocation Funds after each Participating Municipality certifies to Treasury that it has expended, transferred, or obligated 80 percent of the last transferred one-third for federal contributions to, or for the account of, the Approved Municipal Program. Each Participating Municipality's cert cation shall be in the form attached hereto as Exhibit 2-1.

3. Authori d Disburs

Treasury may withhold the Disbursement of any successive one­ third of the Allocated Funds pending the results of a financial audit. Treasury will notify the Participating Municipalities of its decision to withhold such Disbursement.

4. Withholding or Suspendin~i:iyments

Notwithstanding any other provision contained in the Allocation Agreement, Treasury may, in its discretion, withhold or suspend making Disbursements to the Participating Municipalities for failure to comply with any term, agreement, covenant or condition of the Allocation Agreement. Treasury will generally resume making Disbursements to the Participating Municipalities

TD F 103.1.0 (1/2011) Annex 2 - page 3 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010) upon the Participating Municipalities' subsequent compliance.

5. Cash itories

(a) Disbursements shall be deposited and maintained in a United States Government-insured interesting-bearing account whenever possible.

(b) Consistent with the United States Government national goal of expanding opportunities for women-owned and minority-owned business enterprises, Treasury encourages the Participating Municipalities to use women-owned or minority-owned depository financial institutions (a depository financial institution which is owned at least 50 percent by women or minority group members) .

(c) The Participating Municipalities are not required to maintain a separate depository account for receiving Disbursements of Allocated Funds. If the Participating Municipalities maintain a single depository account where Allocated Funds are commingled with funds from other sources, the Participating Municipalities shall maintain on its books a separate subaccount for the Allocated Funds.

TD F 103.1.0 (1/2011) Annex 2 - page 4 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

EXHIBIT 2-1

CERTIFICATION OF PERFORMANCE AND REPRESENTATIONS AND WARRANTIES

United States Department of the Treasury Main Treasury Building, Room 1310 1500 Pennsylvania Avenue Washington, D.C. 20220

Reference is made to the Allocation Agreement dated as of December 4, 2012 (the "Allocation Agreement"), between the United States Department of the Treasury ("Treasury") and the Participating Municipalities. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to them in the Allocation Agreement.

This certification is delivered to Treasury pursuant to paragraph 2 ("Subsequent Disbursement Requests of Allocated Funds") of Annex 2 ("Disbursement Policies and Procedures") attached to the Allocation Agreement.

The undersigned, on behalf of each Participating Municipality, hereby makes the following certifications as of the date of this certification:

1. the Participating Municipality has performed and complied with all applicable terms, covenants, agreements and conditions required by the Allocation Agreement to be performed or complied with by it as of this date; 2. the representations and warranties set forth in the Allocation Agreement and in the Assurances (Non­ Construction) contained as part of the Application are true and correct in all material respects; 3. the Participating Municipality has expended, transferred, or obligated 80 percent or more of the last disbursed one-third of Allocated Funds for federal contributions to, or for the account of, the Participating Municipality's Approved Municipal Programs; and 4. the authority of the undersigned to execute and deliver

Allocation Agreement - page 1 ",.

(STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

this certification on behalf of the Participating Municipality is valid and in full force and effect.

By: .__._-_._--­ Name: Title:

Date:

Allocation Agreement - page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ANNEX 3

SCHEDULE

This Annex 3 constitutes an integral part of the Allocation Agreement dated as of December 4, 2012 between the Treasury and the Participating Municipalities.

Limitation on Use of Ai Administrative

Each Participating Municipality may use its Allocation to pay both direct and indirect administrative costs incurred in carrying out the Approved Municipal Program subject to the aggregated limitations described in the table below.

A·~l-l-o-c-a-t-i-o~n·----l-Ma-X-i-mum Amount---, Available to Pay f~r I Direct and Indirect . Administrative Costs I First One-Third Five Percent (5%) (33%) or or 217 277 $4,345,556 Second (3% ) (33%) or $4,345,555 Third One-Third IThree Percent (3%) (34%) or or $134,317 $4,477,239

TD F 103.1.0 (1/2011) Annex 3 page 1 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ANNEX 4

QUARTERLY USE-OF-FUNDS-REPORT

This Annex 4 constitutes an integral part of the Allocation Agreement dated as of December 4, 2012, between the "Treasury") and the Participating Municipalities. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to them in the Allocation Agreement.

As part of its quarterly reporting requirement, each Participating Municipality shall submit a certification in the form attached hereto as Exhibit 4-1.

TD F 103.1.0 (1/2011) Annex 4 page 1 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

EXHIBIT 4-1

CERTIFICATION ON USE-OF-ALLOCATED FUNDS

United States Department of the Treasury Main Treasury Building, Room 1310 1500 Pennsylvania Avenue Washington, D.C. 20220

Reference is made to:

the Allocation Agreement dated as of December 4, 2012 (the "Allocation Agreement"), between the United States Department of the Treasury ("Treasury") and the City or Town of (the "Participating Municipality"). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to them in the Allocation Agreement.

This certification is delivered to Treasury pursuant to Section 4.7 ("Quarterly Reports") of the Allocation Agreement.

The undersigned, on behalf of the Participating Municipality, hereby makes the following certifications as of the date of this certification:

1. the information provided by the Participating Municipality under Section 4.7 ("Quarterly Reports") of the Allocation Agreement on the use of Allocated Funds is accurate; 2. funds continue to be available and legally committed to contributions by the Participating Municipality to, or for the account of, Approved Municipal Programs, less any amount that has been contributed by the Participating State to, or for the account of, Approved Municipal Programs subsequent to the Participating Municipality being approved for participation in the State Small Business Credit Initiative; 3. the Participating Municipality is implementing its Approved Municipal Program or Programs in accordance with the Act and the regulations or other guidance issued by Treasury under the Act; and 4. the authority of the undersigned to execute and deliver this certification on behalf of the Participating

TD F 103.1.0 (1/2011) Annex 4, Exhibit 4-1- page 1 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

Municipality is valid and in full force and effect.

Name: Title:

Date:

TD F 103.1.0 (1/2011) Annex 4, Exhibit 4-1- page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ANNEX 5

REPORTING SCHEDULE FOR THE CONSORTIUM OF Laramie

Quarterly Report Due Dates iReport for period covering: Due Date: i

December 4, 2012 through December 31, January 30, 2013 :2012 ,January 1, 2013 through March 31, 2013 April 30, 2013 iApril 1, 2013 through June 30, 2013 July 30, 2013 :July 1, 2013 through September 30, 2013 October 30, 2013 October 1, 2013 through December 31, 2013 January 30, 2014 January 1, 2014 through March 31, 2014 April 30, 2014 iApril I, 2014 through June 30, 2014 July 30, 2014 July 1, 2014 through September 30, 2014 October 30, 2014 October 1, 2014 through December 31, 2014 January 30, 2015 January 1, 2015 through March 31, 2015 April 30, 2015

April 1, 2015 through June 30, 2015 July 30 I 2015 July 1, 2015 through September 30, 2015 October 30, 2015 October 1, 2015 through December 31, 2015 January 30, 2016 January 1, 2016 through March 31, 2016 April 30, 2016 April 1, 2016 through June 30, 2016 July 30, 2016 July I, 2016 through September 30, 2016 October 30, 2016 October I, 2016 through December 31, 2016 January 30, 2017

iAnnual Report Due Date Report for period ending on: Due Date: ..­ December 31, 2012 March 31, 2013 ~- December 31, 2013 March 31, 2014 .~-- December 31, 2014 March 31, 2015 December 31, 2015 March 31, 2016 December 31, 2016 March 31, 2017

TD F 103.1.0 (1/2011) Annex 5 page 1 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 20l0)

ANNEX 6

DRAFT OPINION OF COUNSEL

[Treasury Will Generally Deem A Legal Opinion in this Form To Be Satisfactory Under Section 3.2 of the Allocation Agreement]

(Letterhead of Participating Municipality Counsel]

[Dated on or after the Date of the Allocation Agreement]

United States Department of the Treasury ATTN: State Small Business Credit Initiative Main Treasury Building Room 1310 1500 Pennsylvania Avenue, N.W. Washington, DC 20220

Re: State Small Business Credit Initiative Allocation Agreement Ladies and Gentlemen:

We have acted as counsel for [Insert Name of Participating Municipality] (the "Participating Municipality") in connection with the transactions contemplated by the State Small Business Credit Initiative Allocation Agreement for Participating Municipalities dated as of [Insert Date of Allocation Agreement], by and between the United States Department of the Treasury and the Participating Municipality (the "Agreement"). This opinion is furnished to you pursuant to Section 3.2 of the Agreement.

We have examined the Agreement and considered such questions of law as we have deemed appropriate. Based on the foregoing, it is our opinion that:

1. The Participating Municipality has designated [Insert name of department, agency, or political subdivision] to implement the Participating Municipality's Approved Municipal Program (as defined in Section 1.1 of the Agreement). (Insert name of designated department, agency, or political subdivision] is a (Insert department, agency, or political subdivision] of the Participating Municipality.

TD F 103.1.0 (1/2011) Annex 6 page 1 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

2. The Participating Municipality has all requisite power and authority under the constitution and the laws of [Insert name of Participating Municipality] to execute and deliver this Agreement, to consummate the transactions contemplated by the Agreement, and to perform its obligations under the Agreement.

3. The execution and delivery by the Participating Municipality of the Agreement, the consummation by the Participating Municipality of the transactions contemplated under the Agreement, and the performance by the Participating Municipality of its obligations under the Agreement have been duly authorized by all necessary action on the part of the Participating Municipality.

4. The Agreement has been duly executed and delivered by the Participating Municipality, and constitutes the legal, valid, and binding obligation of the Participating Municipality enforceable in accordance with the terms of the Agreement.

5. The execution and delivery by the Participating Municipality of the Agreement, the consummation by the Participating Municipality of the transactions contemplated by the Agreement, and the performance by the Participating Municipality of its obligations under the Agreement do not and will not:

(a) Conflict with or violate any existing law or administrative regulation, or any existing administrative or judicial decree or order; and

(b) To the best of our knowledge, conflict with, result in a breach of, or constitute a default under any existing agreement or other instrument to which the Participating Municipality is subject or by which it is bound.

6. To the best of our knowledge, there is no lawsuit or judicial or administrative action, proceeding, or investigation pending or threatened against the Participating Municipality which is likely to have a material adverse effect on the ability of the Participating Municipality to perform its obI ions under the Agreement.

This opinion letter is based on the laws of the [Insert Name of Participating Municipality] and the Federal laws of the United States. This opinion is solely for your benefit and may not be

TD F 103.1.0 (1/2011) Annex 6 page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010) relied upon by any other person without our prior written consent.

TD F 103.1.0 (1/2011) Annex 6 page 3 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ANNEX 7

SUBSEQUENT ANNUAL REPORTING

Section 4.8 of this Allocation Agreement references Annex 7 to determine the conditions under which Participating Municipalities are required to provide, in the annual report to be submitted to Treasury, data on private financing occurring after the loan/investment closing. Reporting this data for subsequent years allows the SSBCI to determine program effectiveness in achieving the Participating Municipalities' projected 10 to 1 private leveraging expectation across all Approved Municipal Programs and the projected 1 to 1 private leveraging requirement for each Approved Municipal Program that is an OCSP.

Section 3006(c) of the Act includes the following eligibility criteria referencing the 10 to 1 private leverage expectation for OCSPs: "For a Municipality other credit support program to be approved under this section, that program shall be required to be a program of the Municipality that... can demonstrate a reasonable expectation that, when considered with all other Municipal programs of the Municipality, such Municipality programs together have the ability to use the amount of new Federal contributions to, or for the account of, all such new programs in the Municipality to cause and result in amounts of new small business lending at least 10 times the new Federal contribution amount."

I. Definitions for use in this Annex. Terms used in this Annex that are not defined shall have the same meaning as in the Act and this Agreement.

Cumulative Private Leverage Ratio for all Approved Municipal Programs. "Cumulative Private Leverage for all Approved Municipal Programs" shall mean the result of dividing the Total Cumulative Private Financing Generated by all Approved Municipal Programs by the Total SSBCI Funds Used by all Approved Municipal Programs. This resulting weighted average is known as the Cumulative Private Leverage ratio formula which is outlined below and reflects the Participating Municipality's ability to meet its reasonable expectation of 10 to 1 leveraging to date.

Cumulative Private Leverage Ratio for Individual Approved

TD F 103.1.0 (1/2011) Annex 7 page 1 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

OCSP Program. "Cumulative Private Leverage Ratio for Individual Approved OCSP Program" shall mean the result of dividing the Total Cumulative Private Financing Generated by the individual Approved OCSP Municipal Program by the Total SSBCI Funds Used by the individual Approved OCSP Municipal Program. This resulting figure is known as the Cumulative Private Leverage ratio formula which is outlined below and reflects the Participating Municipality's ability to meet its leveraging requirement of 1 to 1.

Total Cumulative Private Financing Generated by all Approved Municipal Programs. "Total Cumulative Private Financing Generated by all Approved Municipal Programs" shall mean cumulative sum, to date of the reporting, of all private financing across all Approved Municipal Programs across the multiple years of the programs. This includes all loans or investments from a private source to an eligible borrower or eligible portfolio company, whether occurring at or subsequent to loan/investment closing, and whether funded or unfunded. It encompasses equity investments, written commitments of future equity investments, term loans, lines of credit, and any new infusions of cash by the borrower.

Total Cumulative Private Financing Generated by the Individual Approved Municipal OCSP Program. "Total Cumulative Private Financing Generated by the Individual Approved Municipal OCSP Program" shall mean the cumulative sum, to date of the reporting, of all private financing associated with one particular Approved Municipal Program across the mUltiple years of this program. This includes all loans or investments from a private source to an eligible borrower or eligible portfolio company, whether occurring at or subsequent to loan/investment closing, and whether funded or unfunded. It encompasses equity investments, written commitments of future equity investments, term loans, lines of credit, and any new infusions of cash by the borrower.

Total Cumulative SSBCI Funds Used by all Approved Municipal Programs. "Total Cumulative SSBCI Funds Used by all Approved Municipal Programs" shall mean the sum of those SSBCI funds which are, to date of the reporting, (a) deposited with a lender to cover the federal SSBCI contributions to a CAP reserve fund, (b) disbursed or committed to a specific borrower as part of a loan participation, collateral support, or direct lending program, (c) set aside to cover obligations arising from

TD F 103.1.0 (1/2011) Annex 7 page 2 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

individual loan guarantees, loan participations, or collateral support agreements to specific borrowers, or (d) invested or committed to be invested in specific businesses, pursuant to a venture capital investment. In the event that the sum of (a) plus (b) plus (c) plus (d) exceeds the Participating Municipality's original total allocation (because some of the funds invested have generated program income that has been added to allocated funds), the "Total SSBCI Funds Used by all Approved Municipal Programs" shall be the Participating Municipality's requested total allocation.

Total SSBCI Funds Used by the Individual Approved Municipal OCSP Program. "SSBCI Funds Used by the Individual Approved Municipal OCSP Program" shall mean the sum of those SSBCI funds which are, to date of the reporting (a) disbursed or committed to a specific borrower as part of a loan participation, collateral support, or direct lending program, and (b) set aside to cover obligations arising from individual loan guarantees, loan participations, or collateral support agreements to specific borrowers, and (c) invested or committed to be invested in specific businesses, pursuant to a venture capital investment. In the event that the sum of (a) plus (b) plus (c) exceeds the amount that the Participating Municipality's sub­ allocation for that particular Approved Municipal OCSP Program(because some of the funds invested have generated program income that has been added to allocated funds), the "Total SSBCI Funds Used by all Approved Municipal Programs" shall be the Participating Municipality sub-allocation for that particular Approved Municipal OCSP Program.

II. Formulas for calculating leverage.

A. Calculating 10:1~xpectation. Participating Municipalities calculate their leveraging for purposes of demonstrating a 10 to 1 ratio across all of their Approved Municipal Programs according to the following formula:

Cumulative Private Leverage Ratio for all Approved Municipal Programs [Total Cumulative Private Financing Generated by all Approved Municipal Programs]/[Total Cumulative SSBCI Funds Used by all Approved Municipal Programs]

B. Calcul Section 3006(c) also requires that each OCSP of a Participating Municipality demonstrate that, at a minimum, $1 of public

TD F 103.1.0 (1/2011) Annex 7 page 3 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

investment by the Municipality program will cause and result in $1 of new private credit. Participating Municipalities calculate their leveraging for purposes of demonstrating the statutorily required 1 to 1 ratio within an individual OCSP according to the following formula:

Cumulative Private Leverage Ratio for Individual Approved Municipality OCSP Program = [Total Cumulative Private Financing Generated by the Individual Approved Municipality OCSP Program]/[SSBCI Funds Used by the Individual Approved Municipal OCSP Program]

III. When Must a Participating Municipality Report Subsequent External Financing?

Generally, Participating Municipalities shall include in each year's annual report transaction-level data only on loans and investments closed in the reporting period year. CAP loans will be reported only once because the design of CAPs is such that they exceed the 10 to 1 private leverage ratio in the same reporting period as their closing.

However, Participating Municipalities must also include in their annual report the amount of subsequent private financing (that is caused by or resulting from the initial OCSP loan or investment) for every previously closed OCSP loan or investment if Total Cumulative Private Financing Generated by all Approved Municipal Programs, as reflected in its annual report, is less than 10 to 1. (Please see Section IV of this Annex to determine if the subsequent private financing obtained by a company receiving an earlier loan or investment from an Approved Municipal Program can be considered "caused by or resulting from the initial OCSP loan or investment.")

Even if the Participating Municipality has achieved the 10 to 1 private leverage ratio in a given reporting year, if the Participating Municipality operates an Approved Municipal OCSP Program that has not met the 1 to 1 private leverage ratio required of individual OCSPs, the Participating Municipality must also include in its annual the amount of subsequent private financing (that is caused by or resulting for the initial OCSP loan or investment) for every previously closed loan or investment enrolled in the non-compliant Approved OCSP Municipal Program. This reporting on subsequent private investment associated with prior loans or investments must continue until that OCSP program has achieved the 1 to 1 private leverage

TD F 103.1.0 (1/2011) Annex 7 page 4 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ratio. (Please see Section IV of this Annex to determine if the subsequent private financing obtained by a company receiving an earlier loan or investment from an Approved Municipal Program can be considered "caused by or resulting from the initial OCSP U loan or investment. )

The Participating Municipality has the option to report subsequent financing for previously closed OCSP loans or investments if their Total Cumulative Private Financing Generated by all Approved Municipal Programs has already exceeded 10 to 1. Under these circumstances, reporting is not mandatory.

Please see Exhibit 7 1 for a flowchart summarizing how to determine whether a Participating Municipality must report subsequent private financing for OCSP loans and investments.

IV. When Is Subsequent Financing Caused by, or Resulting from, the Initial SSBCI-supported OCSP Financing?

Subsequent financing may be considered to be caused by, or resulting from, the initial SSBCI-supported OCSP financing when the initial SSBCI supported OCSP financing increases the current and future creditworthiness of a company. If the Participating Municipality is required to report subsequent private financing, either for all OCSP programs or for a particular OCSP program, the Participating Munic ity should record an amount greater than $0 only when the subsequent private financing is caused by, or resulting from, the initial SSBCI-supported OCSP financing, based on the guidance provided below.

For example, some loans or investments made under venture capital programs, or direct loan or loan participation programs, satis this condition. By investing equity or subordinated debt, their financing can directly strengthen a company's balance sheet and allow it to (a) acquire assets that can collateralize a bank loan or (b) increase the cash available to service bank debt. The direct nexus between the initial SSBCI­ supported loan/investment and subsequent private financing occurs only when the initial loan/investment is a form of subordinate, mezzanine or equity financing in other words a form of financing that actually strengthens the company's balance sheet or that can be used to secure or repay debt. Therefore, Participating Municipalities should record subsequent private financing for venture capital investments, direct loans, or loans enrolled in loan participation programs only when the

TD F 103.1.0 (1/2011) Annex 7 page 5 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010) initial loan/investment involves subordinate, mezzanine, or equity financing.

Loan guarantee and collateral support programs, in contrast, are designed to reduce the current risk associated with funding a company with weaker collateral or cash flow projections. Generally, these types of programs do not directly add assets to a company's balance sheet that improve its creditworthiness for further loans or investments. For this reason, the Participating Municipality should record subsequent private financing for these types of investments as $0, unless the Participating Municipality has received explicit permission from Treasury, based on Treasury's review of the structure of the Participating Municipality's program(s).

TD F 103.1.0 (1/2011) Annex 7 page 6 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

on

your enly AOIDro'VQ{] Progmma

You MUST relX)rt You MUST report subSequent pJivale subsequent private iovestment ror ea~h loonl investment for EACH AND inveslmer'l enrolled In an EVERY OCSP bani OCSP NOT meeting the investment for whldl 1: 1 ratio for which subsequent private subsequer'\ pril(11le is by, Of financing caused financing Is caused by. or fellUlting from, the initial t9sullinl] fram, Ihe initial sseci investmen~ SSBCI investment

_I__ ..______-'

TD F 103.1.0 (1/2011) Annex 7 page 7 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

ANNEX 8

City of Casper Designated Municipality Office: Office of the Mayor Authorized Representative: Kenyne Schlager, Mayor Authorized Representative Contact Information:

Mailing address: 200 North David Street Casper, WY 82601 Email: [email protected] Phone: 307-235-8252

City of Cheyenne Designated Municipality Office: Office of the Mayor Authorized Representative: Rick Kaysen, Mayor Authorized Representative Contact Information:

Mailing address: 2101 O'Neil Avenue Cheyenne, WY 82001 Email: [email protected] Phone: 307-637-6300

City of Cody Designated Municipality Office: Office of the Mayor Authorized Representative: Nancy Brown, Mayor Authorized Representative Contact Information:

Mailing address: PO Box 2200 Cody, WY 82414 Email: [email protected] Phone: 307-527-7511

City of Douglas Designated Municipality Office: Office of the Mayor Authorized Representative: Bruce Jones, Mayor Authorized Representative Contact Information:

Mailing address: PO Box 1030 Douglas, WY 82633 Email: [email protected] Phone: 307-358 3462

TD F 103.1.0 (1/2011) Annex 7 page 8 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

City of Gillette Designated Municipality Office: Office of the Mayor Authorized Representative: Tom Murphy, Mayor Authorized Representative Contact Information:

Mailing address: PO Box 3003 Gillette, WY 82717 Email: [email protected] Phone: 307 686-5203

City of Green River Designated Municipality Office: Office of the Mayor Authorized Representative: Hank Castillion, Mayor Authorized Representative Contact Information:

Mailing address: 50 E 2nd North Street Green River, WY 82935 Email: [email protected] Phone: 307 872-6136

City of Laramie Designated Municipality Office: Office of the City Manager Authorized Representative: Janine Jordan, City Manager Authorized Representative Contact Information:

Mailing address: PO Box C Laramie, WY 82073 Email: [email protected] Phone: 307-721-5226

City of Powell Designated Municipality Office: Office of the Mayor Authorized Representative: Scott Mangold, Mayor Authorized Representative Contact Information:

Mailing address: PO Box 1008 Powell, WY 82435 Email: [email protected] Phone: 307-754-6901

City of Rawlins

TD F 103.1.0 (1/2011) Annex 7 page 9 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

Designated Municipality Office: Office of the Mayor Authorized Representative: Kenneth Klouda, Mayor Authorized Representative Contact Information:

Mailing address: PO Box 953 Rawlins, WY 82301

Email: [email protected] Phone: 307-320-8438

City of Rock Springs Designated Municipality Office: Office of the Mayor Authorized Representative: Carl Demshar, Mayor Authorized Representative Contact Information:

Mailing address: 212 D Street Rock Springs, WY 82901 Email: [email protected] Phone: 307-352-3510

Town of Edgerton Designated Municipality Office: Office of the Mayor Authorized Representative: H.H. "Buck" King, Mayor Authorized Representative Contact Information:

Mailing address: PO Box 407 Edgerton, WY 82635 Email: [email protected] Phone: 307-437-6763

Town of Hanna Designated Municipality Office: Office of the Mayor Authorized Representative: Tony Poulos, Mayor Authorized Representative Contact Information:

Mailing address: PO Box 99 Hanna, WY 82327 Email: [email protected] Phone: 307 325 9424

Town of Hartville Designated Municipality Office: Office of the Mayor Authorized Representative: Darrell Offe, Mayor

TD F 103.1.0 (1/2011) Annex 7 page 10 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

Authorized Representative Contact Information:

Mailing address: PO Box A Hartville, WY 82327 Email: [email protected] Phone: 307 836 3124

Town of Midwest Designated Municipali Office: Office of the Mayor Authorized Representative: Guy Chapman, Mayor Authorized Representative Contact Information:

Mailing address: PO Box 190 Midwest, WY 82643 Email: [email protected] Phone: 307-437 6513

Town of Pine Bluffs Designated Municipality Office: Town Administrator Authorized Representative: Caryn Miller, Town Administrator Authorized Representative Contact Information:

Mailing address: PO Box 429 Pine Bluffs, WY 82082 Email: [email protected] Phone: 307-245-3746

Town of Sundance Designated Municipali Office: Office of the Mayor Authorized Representative: Paul Brooks, Mayor Authorized Representative Contact Information:

Mailing address: PO Box 542 Sundance, WY 82729 Email: [email protected] Phone: 307-283-3451

Town of Wheatland Designated Municipali Office: Office of the Mayor Authorized Representative: Jean Dixon, Mayor Authorized Representative Contact Information:

Mailing address: 600 9th Street Wheatland, WY 82201

TD F 103.1.0 (1/2011) Annex 7 page 11 (STATE SMALL BUSINESS CREDIT INITIATIVE ACT OF 2010)

Email: [email protected] Phone: 307-322 2962

TD F 103.1.0 (1/2011) Annex 7 page 12 RESOLUTION NO. 2012- /79

A RESOLUTION ACCEPTING AND APPROVING A COOPERATIVE AGREEMENT WITH THE CITY OF LARAMIE, WYOMING, AND OTHER WYOMING MUNICIPALITIES SIGNATORY HERETO, AND AUTHORIZING CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, AND LISA M. TARUFELLI, AS CITY CLERK OF THE CITY OF ROCK SPRINGS, WYOMING, TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY.

WHEREAS, the City of Rock Springs, the City of Laramie, Wyoming, and other municipalities in Wyoming signatory hereto, desire to enter into a Cooperative Agreement in order to set forth the respective roles and understandings for the implementation and oversight of the State Small Business Credit Initiative (SSBCI) Allocated Funds and the Approved Municipal Programs; and

WHEREAS, the Governing Body of the City ofRock Springs has said agreement before it and has given it careful review and consideration.

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section 1. That the terms and provisions ofthe Cooperative Agreement between the City of Rock Springs, the City ofLaramie, Wyoming, and other municipalities in Wyoming signatory hereto, attached hereto and by this reference made a part hereof, is hereby accepted and approved by the Governing Body ofthe City ofRock Springs, Wyoming.

Section 2. That the Mayor of the City of Rock Springs, be and he is hereby authorized, empowered and directed to execute said agreement on behalf ofsaid City; and that the City Clerk of said City, be and she is hereby authorized and directed to attach to said agreement a certified copy of this resolution.

PASSED AND APPROVED this ___ day ______..___, 2012.

President ofthe Council

Mayor

Attest:

------City Clerk COOPERATIVE AGREEMENT

THIS COOPERATIVE AGREEMENT (the "Agreement"), is made this 4th day of December, 2012, by and among the City of Laramie, Wyoming (the "Lead City"), and the other Wyoming municipalities signatory hereto (the Lead City, together with the other Wyoming municipalities signatory hereto, each a "Participating Municipality," and collectively, the "Participating Municipalities") and as further identified as follows:

the City of Laramie, located in Albany County, hereinafter referred to as "Laramie" or the "Lead City"; the City of Casper, located in Natrona County, hereinafter referred to as "Casper"; the City of Cody, located in Park County, hereinafter referred to as "Cody"; the City of Douglas, located in Converse County, hereinafter referred to as "Douglas"; the Town ofEdgerton, located in Natrona County, hereinafter referred to as "Edgerton"; the City of Gillette, located in Campbell County, hereinafter referred to as "Gillette"; the City ofGreen River, located in Sweetwater County, hereinafter referred to as "Green River"; the Town ofHanna, located in Carbon County, hereinafter referred to as "Hanna" ; the Town ofHartville, located in Platte County, hereinafter referred to as "Hartville"; the Town of Midwest, located in Natrona County, hereinafter referred to as "Midwest"; the Town of Pine Bluffs, located in Laramie County, hereinafter referred to as "Pine Bluffs"; the City ofPowell, located in Park County, hereinafter referred to as "Powell"; the City of Rawlins, located in Carbon County, hereinafter referred to as "Rawlins"; the City of Rock Springs, located in Sweetwater County, hereinafter referred to as "Rock Springs"; the Town of Sundance, located in Crook County, hereinafter referred to as "Sundance"; the Town of Wheatland, located in Platte County, hereinafter referred to as "Wheatland"; and the City ofCheyenne, located in Laram ie County, hereinafter referred to as "Cheyenne."

RECITALS

WHEREAS, pursuant to the Small Business Jobs Act of2010 (the "Act"), the United States Congress appropriated funds to the United States Department ofthe Treasury ("Treasury") under the State Small Business Credit Initiative ("SSBCr) to be allocated and disbursed to states and used by states to increase the amount ofcapital made available to small businesses; and

WHEREAS, the State ofWyoming did not apply for the SSBCI funds, permitting the Participating Municipalities therein to apply either individually or jointly; and WHEREAS, on September 27,2011, the Participating Municipalities submitted a joint application (the "Application") to Treasury under the Act in order that Treasury consider the Partici pating Municipalities for an Allocation pursuant to the Act; and

WH EREAS, on October 15,2012, Treasury approved the Application and on the date of this Agreement, Treasury and the Participating Municipalities are entering into that certain Allocation Agreement for Participating Municipalities (the "Allocation Agreement") which is attached hereto as Exhibit "A"; and

WHEREAS, the Participating Municipalities are entering into a Services Agreement (the "Services Agreement") with Wyoming Smart Capital Network, LLC, a Wyoming limited liability company ("WSCN') to administer certain services ofthe Approved Municipal Programs pursuant to the Act and the Allocation Agreement for the Participating Municipalities. Said Services Agreement is attached hereto as Exhibit "B"; and

WHEREAS, the Participating Municipalities have the authority, including but not limited to pursuant to Wyoming Stat. Ann. §15-1-103(xlii) and Wyoming Stat. Ann. § 16-1-101 to enter into any agreement for the purpose of providing any service or perform any lawful function of which they intend to cooperate with and assist each other;; and

WHEREAS, the Participating Municipalities desire to enter into this Agreement in order to set forth the respective roles and understandings ofthe Participating Municipalities for the implementation and oversight ofthe Allocated Funds and the Approved Municipal Programs (each term as defined in the Allocation Agreement); and

WHEREAS, the Participating Municipalities intend for this Agreement to serve as a "Cooperative Agreement" as defined in Section 1.1 ofthe Allocation Agreement to be reviewed by Treasury as a condition to closing of the Allocation Agreement.

NOW, THEREFORE, in consideration ofthe premises and mutual covenants, conditions and agreements hereinafter set forth, the Participating Municipalities hereby agree as follows:

Article I. DEFINITIONS AND INTERPRETATION

Section 1.1. Terms Defined in Allocation Agreement. All capitalized terms appearing in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Allocation Agreement.

Section 1.2. Rules of Interpretation. Unless the context shall otherwise indicate, the terms defined in this Agreement shall include the plural as well as the singular and the singular as well as the plural. The words "herein," "hereof," and "hereto," and words of similar import, refer to this Agreement as a whole. The descriptive headings ofthe several Articles and Sections ofthis Agreement are inserted for convenience only and do not constitute a part ofthis Agreement and shall not affect the interpretation hereof. 2 Section 1.3. Allocation Agreement and Services Agreement Prevail. In the event of any irreconcilable conflict between the terms and provisions set forth in the Allocation Agreement and those set forth in this Agreement, the terms and provisions set forth in the Allocation Agreement shall govern and prevail. In addition, in the event of any irreconcilable conflict between the terms and provisions set forth in the Services Agreement (defined below) and those set forth in this Agreement, the terms and provisions set forth in the Services Agreement shall govern and prevail.

Article II. OPERATION OF PROGRAM

Section 2.1. Joint and Several Responsibility. Each Participating Municipality agrees that it is jointly and severalJy responsible for the Allocated Funds and for compliance with the Allocation Agreement.

Section 2.2. Allocated Funds. Loans and investments made with Allocated Funds will be made within the boundaries (city limits) ofthe Participating Municipalities and may be made outside of these boundaries if an Authorized Municipal Official (as hereinafter defined) warrants, in writing, in accordance with Section 4.4.(t) of the Allocation Agreement that that the loan or investment will result in significant economic benefit to the Participating Municipality. Eligible loans and investments wilJ be made throughout these territories based upon the merits and without reference to the relative populations of the Participating Municipalities. Each Participating Municipality acknowledges and agrees that the availability of Allocated Funds under the Approved Municipal Programs to support business and investment in and/or near such Participating Municipality is expected to provide a direct benefit to such Participating Municipality, that the Approved Municipal Programs (as defined in Section 1.1 of the Allocation Agreement) could not be offered in each ofthe Participating Municipalities in the absence of the cooperative arrangement contemplated by the Allocation Agreement and this Agreement, and that no Participating Municipality is guaranteed that Allocated Funds will be loaned or invested in and/or near such Participating Municipality solely because such Participating Municipality is a party to the Allocation Agreement or a party hereto.

Section 2.3. Services Agreement. The Participating Municipalities agree that WSCN will be administering specific aspects of the Approved Municipal Programs for the Participating Municipalities. The Participating Municipalities agree that WSCN will loan and/or invest alJ Allocated Funds as authorized under the Act, in accordance ofthe terms and conditions of the Allocation Agreement, the Application and the Services Agreement. . Under the Services Agreement, WSCN will commit to satisfy and perform on behalf of the Participating Municipalities, and to be bound by as though it were a Participating Municipality, all covenants and agreements of the Participating Municipalities set forth in Article IV and Article VI ofthe Allocation Agreement, including, without limitation, any and all restrictions set forth therein on uses ofAllocated Funds, payment of Allowable Costs and uses of Program Income. Notwithstanding the foregoing, each Participating Municipality agrees that it wilJ remain jointly and severally responsible with the other Participating Municipalities for compliance with all covenants and agreements set forth in the Allocation Agreement. 3 Section 2.4. No Right of Withdrawal. No Participating Municipality may withdraw from this Agreement, unless the Participating Municipality, with the consent of Treasury, withdraws from the Allocation Agreement. Upon consent of Treasury, the Participating Municipality shall notify the Lead City and the other remaining Participating Municipalities of its intent to withdraw and establishing an effective date of such withdrawal. WSCN shall continue to operate regardless of said withdrawal to fulfill the purposes and intent of the Services Agreement to attract capital and economic development and growth to the state of Wyoming. As described within the Application and the Services Agreement, it is the intent and desire of the Participating Municipalities by and through WSCN to create an evergreen perpetual fund that will be recycled and reinvested beyond the duration ofthis Agreement and the term ofthe Allocation Agreement. At no time shall any Participating Municipality be entitled to receive a separate allocation of funds or monies separate and apart from the collective allocation pursuant to this Agreement, the Allocation Agreement or the Services Agreement, except and only as otherwise described pursuant to paragraph 8.6 ofthe Services Agreement. This provision shall survive the termination ofthis Agreement.

Article III. APPOINTMENT OF LEAD CITY; RESPONSIBILITIES OF LEAD CITY AND EACH PARTICIPATING MUNICIPALITY

Section 3.1. Appointment of Lead City. Each Participating M unicipality (other than the Lead City) hereby appoints the City of Laramie, Wyoming as the "Lead City" and authorizes the Lead City to act on its behalf to the extent provided in this Article III.

Section 3.2. Responsibilities of Lead City. The Lead City shall serve as the point of contact with Treasury for all matters involving the Application and the Allocation Agreement. The Lead City shall (i) be responsible for compiling, assembling, aggregating and submitting the quarterly reports, annual reports, and SF-425 (Federal Financial Report), (ii) be responsible for responding to any requests for information from Treasury staff, (iii) convene the Board (defined below) in a quarterly telephonic meeting to review financial reports, to receive updates from WSCN and to take any other actions that may be required in connection with the foregoing or as reasonably required to carry out the intent and purposes ofthe Allocation Agreement and the Services Agreement. In no event will the Lead City be delegated any authority or duties that are required to be fulfilled by each of the individual Participating Municipalities under the Allocation Agreement.

Section 3.3. Responsibilities of Each Participating Municipality. Each Participating Municipality shall (i) provide the certifications required to be delivered by each Participating Municipality pursuant to the Allocation Agreement, (ii) sign and certify the quarterly reports, annual reports, SF-425 (Federal Financial Report) and other reports required to be submitted pursuant to the Allocation Agreement and (iii) verify compliance with the terms and conditions of the Allocation Agreement and the Services Agreement.

Section 3.4. Financial Auditor. The Participating Municipalities shall employ a firm of independent certified public accountants of recognized standing (the "Financial 4 Auditor") to conduct an annual financial audit of WSCN and the use of Allocated Funds. The Financial Auditor will perform an audit ofWSCN in conformance with standards established by Treasury for the Approved Municipal Programs and deliver the audit to the Participating Municipalities each year. To the extent permitted by the Act and the Allocation Agreement, the fees and expenses of the Financial Auditor shall be paid out of the Allocated Funds.

Section 3.5. Compliance Reviewer. The Participating Municipalities shall employ a firm of independent certified public accountants of recognized standing (the "Compliance Reviewer") to conduct compliance review of WSCN. To the extent permitted by the Act and the Allocation Agreement, the fees and expenses of the Compliance Reviewer shall be paid out of the Allocated Funds. The Financial Auditor may serve as the Compliance Reviewer. The Compliance Reviewer's roles and responsibilities shall be to:

a. Accept quarterly summary reports from WSCN. Review reports, including Form SF-425 (Federal Financial Report), for completeness according to standards promulgated by Treasury for the Approved Municipal Programs. b. Present such quarterly reports to the Participating Municipalities for submission to Treasury. Reports will be distributed to the Participating Municipalities via a web page supplied by WSCN where Authorized Municipal Officers ofthe Participating Municipalities may come to review the reports and indicate their approval. c. Before it is made, review each loan guarantee of WSCN to confirm that the file is complete, that the guarantee is being made in compliance with the requirements of the Approved Municipal Programs, and that the facts ofthe file are being included in the summary reports. d. Before it is made, review each angel fund investment of WSCN to confinn that the file is complete, that the investment is being made in compliance with the requirements ofthe Approved Municipal Programs, and that the facts of the file are being included in the summary reports. e. Accept annual summary reports from the WSCN, including Form SF-425. Review, for completeness according to standards promulgated by Treasury for the Approved Municipal Programs. f. Present such annual reports to the Participating Municipalities for review, approval and submission to Treasury. g. At the request of the Participating Municipalities and in compliance with the Services Agreement, act as the duly authorized representative ofthe Participating Municipalities as often as deemed necessary to audit, examine and make excerpts from or transcripts of, any pertinent documents, papers and records related to WSCN's performance under the Services Agreement. h. Review administrative expenses prior to disbursement to confirm allowability per SSBCI requirements. i. Report to the Participating Municipalities any appearance of conflict of interest by the WSCN managers that becomes known to the Compliance Reviewer.

Section 3.6 Financial Institution. The Participating Municipalities shall engage a financial institution (the "Financial Institution") to provide account services. The Financial Institution's roles and responsibilities shall be: 5 a. Provide a checking account for the Participating Municipalities. Accept the deposit of program funds from the U.S. Department ofthe Treasury. Deposits are expected of approximately $4.2 million per year for three years. b. Ensure the safety of these funds including pledging requirements upon cities in accordance with state statutes. c. Make disbursements that have been authorized by the Compliance Reviewer. For each disbursement the Financial Institution will: • Accept checklists from the Compliance Reviewer. • Determine that the Compliance Reviewer has confirmed compliance. • If compliance is confirmed, release funds as instructed.

Article IV. BOARD

Section 4.1. Composition of the Board. There shall be a "Board" with the various roles and responsibilities as set forth in this Agreement. Each Participating Municipality shall be represented by one natural person on the Board who is qualified to engage in matters of supervision and oversight as required by the Allocation Agreement (each, an "Authorized Municipal Official"). Each Authorized Municipal Official designated by a Participating Municipality shall have full power and authority to represent such Participating Municipality in all matters relating to this Agreement. The Authorized Municipal Official of a Participating Municipality shall be the city auditor of such Participating Municipality or said person's designee or the chief executive officer of such Participating Municipality's respective economic development commission if such person so qualifies or said person's designee. The Authorized Municipal Official of the Lead City will serve as the Chair ofthe Board.

Section 4.2. Responsibilities ofthe Board. The Board's primary responsibility is to oversee and supervise the use of the Allocated Funds in Approved Municipal Programs, as required by the Allocation Agreement. Specifically, the Board's responsibilities shall be (i) to identify and inform WSCN of possible loan guaranties and seed fund investments that could be made from Allocated Funds under Approved Municipal Programs, (ii) to engage the Compliance Reviewer and the Financial Auditor, and (iii) to facilitate the sharing of information and reports, to enhance accountability, and to assist the Participating Municipalities in fulfilling their respective obligations under the Allocation Agreement. Both during and after the Allocation Time Period, WSCN shall have sole responsibility for the lending or investment of Allocated Funds (subject to oversight by the Board (as defined herein)), and each of the Participating Municipalities confirms that WSCN is not being engaged to give investment advice to any of the Participating Municipalities. In no event will the Board be delegated any authority or duties that are required to be fulfilled by each ofthe individual Participating Municipalities under the Allocation Agreement.

Section 4.3. Other Board Responsibilities. The Board (by way of majority vote, each Authorized Municipal Official receiving one vote) shall make decisions on all matters

6 not addressed by the Allocation Agreement, the Services Agreement and the agreements under which the Compliance Reviewer and the Financial Auditor are engaged. In no event will the Board be delegated any authority or duties that are required to be fulfilled by each ofthe individual Participating Municipalities under the Allocation Agreement.

Section 4.4. Meetings of the Board. There shall be regular meetings on the first Thursday following the first Monday of each quarter of each calendar year at 1:OOp.m., MST Notice and information pertaining to the logistics of the meeting shall be made available to each Authorized Municipal Official at least twenty-four (24) hours prior to the meeting. Other meetings of the Board may be called on ten (10) business days notice (effective upon receipt) to each Authorized Municipal Official, either personally or by facsimile, electronic transmission or overnight courier. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice of such meeting. At all meetings ofthe Board the presence or representation of not less than eleven (11) Authorized Municipal Officials shall be necessary and sufficient to constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board, the Authorized Municipal Officials present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting any business may be transacted that might have been transacted at the meeting as originally convened. Unless a different vote is expressly required hereunder, the act of a majority of the Authorized Municipal Officials present at the meeting shall be the act ofthe Board. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the requisite number ofAuthorized Municipal Officials that would be necessary to authorize or take such action at a meeting of the Board. An e-mail by an Authorized Municipal Official, or a photographic, photostatic, facsimile or sim i1ar reproduction of a writing signed by a Authorized Municipal Official, shall be regarded as signed by the Authorized Municipal Official for purposes ofthis Section 4.4. A copy of any such written consent so approved shall be promptly provided to any non-consenting Authorized Municipal Officials. Authorized Municipal Officials may participate in and hold a meeting ofthe Board by using conference telephone, electronic transmission, or similar communications equipment by means of which all individuals participating in the meeting can hear each other. Participation by an Authorized Municipal Official in a meeting pursuant to this Section 4.4 shall constitute his or her presence, except when an individual participates in the meeting for the express purpose ofobjecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. At the first meeting ofthe Board, the Board shall appoint a chairperson and recording secretary. Each meeting, following indentification of attending members and respective Authorized Municipal Officials, shall establish a quorum, shall engage in official business and shall at the conclusion of each meeting, submit such recommendations as it may have to WSCN and the respective Participating Municipalities. Action minutes of each meeting shall be taken by the appointed secretary and distributed (either personally or by facsimile, electronic transmission or overnight courier) to each Authorized Municipal Official within ten (10) business days ofthe meeting.

Section 4.5. Limitation on Liability. The Authorized Municipal Officials shall not be charged personally with any liability whatsoever by reason of any act or omission 7 committed or suffered in good faith or in the exercise of their honest discretion in the performance of their duties as members of the Board. Additionally, the Participating Municipalities do not waive their governmental immunities as defined by Wyoming law.

Section 4.6. Conflicts ofInterest. No Authorized Municipal Official nor any member of the Board who exercises any duties or responsibilities with respect to the administration and operation of the Programs or who is in a position to participate in a decisionmaking process or gain inside information with regard to such activities (all of the foregoing persons being referred to as "Related Persons"), shall obtain, directly or indirectly, any financial or ownership interest in any person, fund or entity that will receive a grant, financial guaranty or investment from the proceeds of any Allocated Funds; provided, however, that nothing in this Section 11.5 shall prohibit any Authorized Municipal Official or member of the Board from engaging in any ofthe activities specifically contemplated by the Allocation Agreement or from providing support or advisory services to any recipient of Allocated Funds.

Article V. REPRESENTATIONS AND WARRANTIES

Section 5.1. Due Authorization. Each Participating Municipality hereby represents and warrants to each other Participating Municipality that the execution, delivery and performance of this Agreement by such Participating Municipality has been duly authorized by all necessary action, and no further action is necessary on the part of such Participating Municipality for such Participating Municipality to execute and deliver this Agreement and to consummate and perform its obligations hereunder.

Section 5.2. Valid and Binding. Each Participating Municipality hereby represents and warrants to each other Participating Municipality that this Agreement has been duly executed and delivered by and constitutes the valid and binding obligation ofsuch Participating Municipality, enforceable against such Participating Municipality in accordance with its terms.

Section 5.3. Qualification of Authorized Municipal Official. Each Participating Municipality hereby represents and warrants to each other Participating Municipality that its Authorized Municipal Official will at all times be qualified to engage in matters of supervision and oversight as required by the Allocation Agreement.

Article VI. MISCELLANEOUS

Section 6.1. Term ofAgreement. This Agreement shall remain in full force and effect for so long as the Allocation Agreement remains in full force and effect.

Section 6.2. Removal of Defaulting Participating Municipality. If a Participating Municipality receives a written notice from Treasury under Section 6.6 of the Allocation Agreement that such Participating Municipality is in default under the Allocation Agreement, such Participating Municipality may be removed as a party to this Agreement and, 8 with the consent of Treasury, from the Allocation Agreement by majority vote ofthe Authorized Municipal Officers of the Participating Municipalities.

Section 6.3. Compliance with Laws. Each Participating Municipality will comply with all applicable requirements of all federal and state laws and regulations relating to the performance of this Agreement.

Section 6.4. Severability. If any provision ofthis Agreement is held invalid, the remainder ofthe Agreement shall not be affected thereby and all other parts ofthis Agreement shall nevertheless be in full force and effect.

Section 6.5. Section Headings and Subheadings. Section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

Section 6.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws ofthe State of Wyoming, excluding its conflict oflaw provisions.

Section 6.7. Amendment. This Agreement may not be modified, altered, amended or changed except by the mutual written agreement of the ParticipatingMunicipalities.

Section 6.8. Notices. All notices, requests, demands, claims and other communications required or permitted to be given hereunder shall be in writing and shall be sent by (a) personal delivery (effective upon delivery), (b) facsimile or electronic communication (effective on the next day after transmission), (c) recognized overnight delivery service (effective on the next day after delivery to the delivery service), (d) certified mail, return receipt requested and postage prepaid (effective on the third day after being so mailed), in each case addressed to the intended recipient to the address for any Participating Municipality as set forth next to such Participating Municipality's signature block on the signature pages to this Agreement and in Annex 8 of the Allocation Agreement. Any Participating Municipality may change its address for receiving notices by giving written notice of such change to the Lead City in accordance with this Section 6.7 and the Lead City shall provide additional written notice to Treasury.

Section 6.9. Assignment/Subcontracting; Binding Effect. Neither this Agreement nor any ofthe rights, interests or obligations hereunder shall be assigned by any Participating Municipality (whether by operation of law or otherwise). This Agreement will be binding upon and inure to the benefit of and be enforceable by each ofthe Participating Municipalities.

Section 6. IO. No Third Party Beneficiary. Other than Treasury, the Participating Municipalities do not intend to provide any other party with any benefit or enforceable legal or equitable right or remedy.

Section 6.11. Entire Agreement. This Agreement constitutes the entire agreement between the Participating Municipalities, and supersedes any prior understandings,

9 agreements, arrangements and representations between the Participating Municipalities, written or oral, to the extent they related in any way to the subject matter hereof.

Section 6. I2. Counterparts. This Agreement may be executed in several identical counterparts, and by the Participating Municipalities on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. Transmission by facsimile, by email in portable document format (PDF) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by any combination ofsuch means, of an executed counterpart of this Agreement by any Participating Muncipality shall be deemed to constitute due and sufficient delivery of such counterpart and such counterpart shall be deemed to be an original counterpart of this Agreement.

[signatures on following pages]

10 IN WITNESS WHEREOF, the Participating Municipalities have executed this Agreement as of the date first above written.

City of Laramie, Wyoming

Name: Scott Mullner Title: Mayor Address:

------"---"""-­ Facsimile:

[CITY NAME]

By: Name: Title: Address:

Facsimile:

[CITY NAME]

Name: Title: Address:

Facsimile:

[CITY NAME]

Name: Title: Address: --"----­

Facsimile:

I I RESOLUTION NO. 2012-1$0

A RESOLUTION ACCEPTING AND APPROVING A SERVICES AGREEMENT WITH THE CITY OF LARAMIE, WYOMING, AND OTHER WYOMING MUNIClP ALITIES SIGNATORY HERETO, WYOMING SMART CAPITAL NETWORK, LLC, A WYOMING LIMITED LIABILITY COMPANY, AND DEVELOPMENT CAPITAL NETWORKS, LLC, ADELAWARE LIMITED LIABILITY COMPANY, AND AUTHORIZING CARL R. DEMSHAR, JR., AS MAYOR OF THE CITY OF ROCK SPRINGS, WYOMING, AND LISA M. TARUFELLI, AS CITY CLERK OF THE CITY OF ROCK SPRINGS, WYOMING, TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY.

WHEREAS, the City of Rock Springs wishes to enter into a Services Agreement with the City ofLaramie, Wyoming, and other municipalities in Wyoming signatory hereto, Wyoming Smart Capital Network, LLC, a Wyoming Limited Liability Company, and Development Capital Networks, LLC, a Delaware Limited Liability Company to accept Wyoming's allocation of State Small Business Credit Initiative (SSBCI) funds, and designating the City ofLaramie as Lead City to accept the SSBCI allocated funds; and

WHEREAS, the Governing Body ofthe City ofRock Springs has said agreement before it and has given it careful review and consideration.

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section 1. That the Services Agreement with the City of Laramie, Wyoming, and other municipalities in Wyoming signatory hereto, Wyoming Smart Capital Network, LLC, a Wyoming Limited Liability Company, and Development Capital Networks, LLC, a Delaware Limited Liability Company, attached hereto and by this reference made a part hereof, is hereby accepted and approved by the Governing Body of the City of Rock Springs, Wyoming.

Section 2. That the Mayor of the City of Rock Springs, be and he is hereby authorized, empowered and directed to execute said agreement on behalf ofsaid City; and that the City Clerk of said City, be and she is hereby authorized and directed to attach to said agreement a certified copy of this resolution. PASSED AND APPROVED this ___ day ______, 2012.

President ofthe Council

._---_.._---_.. _---­ Mayor

Attest:

City Clerk SERVICES AGREEMENT

This Services Agreement (this "Agreement") dated as of this 4th day of December, 2012, is entered into by and among the City of Laramie, Wyoming (the "Lead City"), and the other Wyoming municipalities signatory hereto (the Lead City, together with the other Wyoming municipalities signatory hereto, each a "Participating Municipality", and collectively, the "Participating Municipalities"), Wyoming Smart Capital Network, LLC, a Wyoming limited liability company (" WSCN'), and Development Capital Networks, LLC, a Delaware limited liability company ("DCN"). The Participating Municipalities, WSCN and DCN are referred to herein as the "Parties" and each individually as a "Party."

RECITALS

lf A. Pursuant to the Small Business Jobs Act of20 to (the IfAct ), the United States Congress appropriated funds to the United States Department of Treasury (If Treasury") under the State Small Business Credit Initiative to be allocated and disbursed to states and used by states to increase the amount of capital made available by private lenders to small businesses.

B. On September 27, 20 II, the Participating Municipalities submitted an application (the "Application") to Treasury under the Act in order that Treasury consider the Participating Municipalities for an Allocation pursuant to the Act.

C. On October 15,2012, Treasury approved the Application and on the date ofthis Agreement, Treasury and the Participating Municipalities are entering into that certain Allocation Agreement for Participating Municipalities (as it may be amended or modified from time to time, the "Allocation Agreement").

D. On the date ofthis Agreement, the Participating Municipalities are also entering into that certain Cooperative Agreement (as it may be amended or modified from time to time, the "Cooperative Agreement").

E. As contemplated by the Application and the Allocation Agreement, the Participating Municipalities desire to engage WSCN to administer certain aspects of the Approved Municipal Programs (as defined in the Allocation Agreement) for the Participating Municipalities and that WSCN loan and/or invest all Allocated Funds (as defined in the Allocation Agreement) as authorized under the Act, in accordance of the terms and conditions of the Allocation Agreement and the Application and in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants, conditions and agreements hereinafter set forth, the Parties hereby agree as follows: Article I. DEFINITIONS AND INTERPRETATION

Section 1.1. Terms Defined in Allocation Agreement. All capitalized terms appearing in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Allocation Agreement.

Section 1.2. Rules of Interpretation. Unless the context shall otherwise indicate, the terms defined in this Agreement shall include the plural as well as the singular and the singular as well as the plural. The words "herein," "hereof," and "hereto," and words of similar import, refer to this Agreement as a whole. The descriptive headings of the several Articles and Sections ofthis Agreement are inserted for convenience only and do not constitute a part ofthis Agreement and shall not affect the interpretation hereof.

Section 1.3. Allocation Agreement Prevails. In the event of any irreconcilable conflict between the terms and provisions set forth in the Allocation Agreement and those set forth in this Agreement, the terms and provisions set forth in the Allocation Agreement shall govern and prevail.

Article II. ADMINISTRATION OF APPROVED MUNICIPAL PROGRAMS BY WSCN

Section 2.1. Administration ofApproved Municipal Programs by WSCN. The Participating Municipalities hereby engage WSCN to administer certain aspects of the Approved Municipal Programs on behalf ofthe Participating Municipalities. In no event will WSCN be delegated any authority or duties that are required to be fulfilled by each of the individual Participating Municipalities under the Allocation Agreement. The Participating Municipalities and WSCN agree that, during the Allocation Time Period, all Allocated Funds shall be disbursed by Treasury directly to a restricted account to be maintained by WSCN and utilized as provided in the Application and this Agreement. The Participating Municipalities acknowledge that, as provided in the Application, WSCN is to operate as a perpetual fund until all Allocated Funds have been invested, re-invested as Program Income or non-Program Income, and ultimately exhausted as contemplated by the Application, and that the Allocated Funds are intended only for this purpose and are not to be returned to or made available to any of the Participating Municipalities for alternative purposes.

Section 2.2. Approved Municipal Program(s). Both during and after the Allocation Time Period, WSCN agrees to loan and/or invest all Allocated Funds as authorized under the Act, in accordance with the terms and conditions of the Allocation Agreement, the Application and this Agreement. WSCN shall have sole responsibility for the lending or investment of Allocated Funds (subject to oversight by the by the Participating Municipalities), and each of the Participating Municipalities confirms that WSCN is not being engaged to give investment advice to any ofthe Participating Municipalities.

Section 2.3. Compensation. WSCN may pay compensation to its fund and program managers and may reimburse its fund and program managers for expenses incurred subject to the restrictions on payment ofAllowable Costs and uses of Program Income as set

2 forth in the Allocation Agreement. Such fees and expenses shall be payable by WSCN to its fund and program managers as set forth on Exhibit I attached hereto. In no event shall any of the Participating Municipalities have any direct obligation to WSCN for payment ofcompensation for services rendered or expenses incurred.

Section 2.4. Conditions Precedent to Initial Disbursement. Each Participating Municipality agrees to submit to Treasury the opinions of counsel required by Section 3.3 ofthe Allocation Agreement as a condition precedent to the initial Disbursement of Allocated Funds.

Section 2.5. Conditions Precedent to Additional Disbursements. Each Participating Municipality agrees to comply with Section 3.4 of the Allocation Agreement relating to certain conditions precedent to subsequent Disbursements of Allocated Funds.

Article III. COVENANTS AND AGREEMENTS OF WSCN

Section 3.1. Covenants and Agreements Required by Allocation Agreement. WSCN hereby agrees to be bound by and comply with, respectively, all covenants and agreements ofthe Participating Municipalities set forth in Article IV and Article VI ofthe Allocation Agreement (as though all references in Article IV and Article VI ofthe Allocation Agreement to a Participating Municipality or the Participating Municipalities are references to WSCN), including, without limitation, any and all restrictions set forth therein on uses of Allocated Funds, payment of Allowable Costs and uses of Program Income, and the requirement to deliver quarterly and annual reports.

Section 3.2. Terms and Conditions Set Forth in Application. WSCN hereby agrees to be bound by all terms and conditions set forth in the Application relating to the Allocated Funds and the implementation ofthe Approved Municipal Programs.

Section 3.3. Professional Manner. WSCN shall provide the services and activities contemplated by this Agreement in a professional manner and in accordance with the terms and conditions ofthe Allocation Agreement.

Section 3.4. Independent Contractor/WSCN Status. WSCN shall, at all times, be regarded as an independent contractor and shall at no time act as an agent for the Participating Municipalities. Nothing herein shall be deemed or construed by the Participating Municipalities, WSCN, or any third party as creating the relationship of principal and agent, partners, joint ventures, or any similar such relationship between the Participating Municipalities and WSCN. No provision contained herein, nor any act of the Participating Municipalities or WSCN hereunder, creates or shall be deemed to create a relationship other than the independent relationship. WSCN's personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of any Participating Municipality.

Section 3.5. Funding of Approved Municipal Programs. Neither WSCN nor any of its equityholders, officers, employees, managers or directors shall be required to contribute any of its own funds in order to implement any of the Approved Municipal Programs. The understanding ofthe Parties is that the sole funds contemplated for such purpose shall be

3 actual Allocated Funds received from Treasury and administered by WSCN pursuant to this Agreement.

Section 3.6. Payment of Expenses. WSCN shall pay all reasonable out-of­ pocket costs and expenses (including, without limitation, attorneys' fees, audit fees, compliance review fees and other professional fees) incurred by the Participating Municipalities (as a group) in connection with the preparation, review, approval, execution and delivery of the Application, the Allocation Agreement and this Agreement and the administration ofthe Allocation Agreement, this Agreement and the Approved Municipal Programs. Such payment shall be a priority administrative expense payable from the Allocated Funds, subject to the restrictions on payment of Allowable Costs and uses of Program Income as set forth in the Allocation Agreement. Notwithstanding the foregoing, each Participating Municipality shall bear its own out-of-pocket expenses, including attorney's fees, incurred in connection with its review, approval, execution and delivery of the Application, the Allocation Agreement and this Agreement.

Article IV. MAINTENANCE OF RECORDS; INSPECTION RIGHTS

Section 4.1. Records to be Maintained. WSCN shall maintain all records required to be maintained by the Allocation Agreement and by other applicable state and/or federal law that are pertinent to the activities to be performed under this Agreement. In addition, WSCN shall maintain the following records: (a) records providing a full description of each activity undertaken pursuant to this Agreement; (b) records demonstrating that each activity undertaken is in compliance with the requirements of the Act and the Allocation Agreement; and (c) records required to verify the eligibility of the activities and expenditures of WSCN pursuant to this Agreement.

Section 4.2. Access to Records. Subject to the confidentiality requirements set forth in Article X ofthis Agreement, WSCN agrees that each Participating Municipality, or any of its duly authorized representatives, at any time during normal business hours, as often as deemed necessary during the term of this Agreement, shall have access to, and the right to audit, examine and make excerpts from or transcripts of, any pertinent documents, papers and records related to WSCN's performance under this Agreement.

Section 4.3. Reports. WSCN shall submit regular reports to the Participating Municipalities regarding the activities of WSCN pursuant to this Agreement. Such reports shall be in such form and content and shall be provided with such frequency as may reasonably be required by the Participating Municipalities. Such reports shall include an annual report, including copies of its annual financial audit.

Section 4.4. Annual Audit. WSCN, at WSCN's expense (but as an Allowable Cost under the Allocation Agreement), agrees to have an annual financial audit conducted of its books, records and affairs. Such financial audit shall be conducted in accordance with standard accounting procedures by a firm of independent certified accountants of recognized standing selected by the Participating Municipalities and reasonably acceptable to WSCN.

4 Section 4.5. Compliance Review. WSCN, at WSCN's expense (but as an Allowable Cost under the Allocation Agreement), agrees to have transactions of WSCN reviewed for compliance with the Allocation Agreement. Such compliance review shall be conducted in accordance with standard accounting procedures by a firm of independent certified accountants of recognized standing selected by the Participating Municipalities and reasonably acceptable to WSCN.

Section 4.6. Compliance With Open Records and Meetings Laws. Each Party shall be responsible for responding to any public records request directed to it pursuant to the Wyoming Open Records and Meetings Laws, (the "Open Records and Meetings Laws") relating to this Agreement, the Allocated Funds and/or the Approved Municipal Programs. Within three working days following receipt of any public information request pursuant to the Open Records and Meetings Laws, the receiving Party shall notify each other Party and provide a copy ofthe request, together with the proposed response thereto. The Parties shall fully cooperate with each other to assure a full and proper response to any public information request. No Party shall be liable to any other Party for disclosure of information required to be furnished by court order or bylaw.

Article V. INSURANCE REQUIREMENTS

Section 5.1. Insurance. WSCN shall maintain insurance in force at all times during the term ofthis Agreement in the minimum amounts and of the types indicated below:

Comprehensive General Liability $2 million each occurrence; $2 million aggregate Property Damage $500,000 each occurrence; $500,000 aggregate or combined single limit $1 million each occurrence; $1 million aggregate Automobile Liability/Bodily Injury $1 million per person; $1 million each occurrence Property Damage $500,000 combined single limit; $1 million Crime Liability $2 million aggregate

Article VI. REPRESENTATIONS AND WARRANTIES OF THE PARTICIPATING MUNICIPALITIES

Section 6.1. Due Authorization. Each Participating Municipality represents and warrants to WSCN that the execution, delivery and performance of this Agreement and the Allocation Agreement by such Participating Municipality have been duly authorized by all necessary action, and no further action is necessary on the part ofsuch Participating Municipality for such Participating Municipality to execute and deliver such agreements and to consummate and perform its obligations hereunder and thereunder.

Section 6.2. Valid and Binding. Each Participating Municipality represents and warrants to WSCN that this Agreement and the Allocation Agreement have been duly executed and delivered by and constitute the valid and binding obligations of such Participating Municipality, enforceable against such Participating Municipality in accordance with their terms.

5 Article VII. REPRESENTATIONS AND WARRANTIES OF WSCN

Section 7.1. Organization. WSCN represents and warrants to each Participating Municipality that WSCN is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Wyoming, and has the requisite power and authority to enter into and perform its obligations under this Agreement.

Section 7.2. Due Authorization. WSCN represents and warrants to each Participating Municipality that the execution, delivery and performance of this Agreement by WSCN have been duly authorized by all necessary action, and no further action is necessary on the part ofWSCN for WSCN to execute and deliver this Agreement and to consummate and perform its obligations hereunder.

Section 7.3. Valid and Binding. WSCN represents and warrants to each Participating Municipality that this Agreement has been duly executed and delivered by and constitutes the valid and binding obligation ofWSCN, enforceable against WSCN in accordance with its terms.

Article VIII. PERIOD OF PERFORMANCE; TERMINATION

Section 8.1. Termination in General. This Agreement shall terminate upon the earlier of(i) any termination ofthis Agreement pursuant to Sections 8.2, 8.3, 8.4 or 8.5 ofthis Agreement or (ii) that point in time when no funds which were originally received by WSCN hereunder as Allocated Funds remain to be used by WSCN (meaning WSCN holds no cash balance) and no investments made by WSCN remain outstanding or are awaiting liquidation (meaning WSCN has no means of receiving cash in the future by way ofliquidating prior investments ).

Section 8.2. Termination by Mutual Written Consent. The Parties may elect to terminate this Agreement at any time by mutual written consent.

Section 8.3. Termination Upon Bankruptcy or Insolvency. This Agreement may be terminated by the Participating Municipalities by giving written notice to WSCN should WSCN:

I. be adjudged as bankruptcy, or

II. become insolvent or have a receiver appointed, or

Ill. make a general assignment for the benefit ofcreditors, or

IV. suffer any judgment which remains unsatisfied for thirty (30) days and which would substantively impair the ability of WSCN to perform its obligations under this Agreement.

6 Any termination pursuant to this Section 8.3 shall be effective as of the date oftermination specified in the written notice of termination given by the Participating Municipalities.

Section 8.4. Termination for Cause. If WSCN materially violates or breaches any ofthe conditions and stipulations contained in this Agreement, the Participating Municipalities shall have the right to terminate this Agreement by giving written notice to WSCN of such termination stating the nature of such breach at least 30 days prior to the effective date oftermination. WSCN may avoid termination by (i) immediately initiating a remedy to cure such breach, (ii) curing it to the Participating Municipalities' reasonable satisfaction, and (iii) promptly providing proof thereof to the Participating Municipalities within such 30 day period. If any such breach is not cured within the specified time, this Agreement shall terminate without further notice effective immediately upon the expiration of such 30-day period. The Parties agree that a material violation or breach ofthis Agreement by WSCN for purposes of this Section would include, but not be limited to, the following: (I) failure ofWSCN to comply in any material respect with the terms ofthe Allocation Agreement, the Act or any regulations promulgated pursuant to the Act, (2) failure in any material respect of WSCN to perform its obligations under this Agreement in a timely and proper manner, (3) improper use of Allocated Funds, (4) submission by WSCN to any Participating Municipality of reports that are false, incorrect or misleading in any material respect; or (5) failure by WSCN to cooperate with any audit or reasonable request ofthe Participating Municipality.

Section 8.5. Termination of Allocation Agreement. This Agreement shall terminate if(i) Treasury recoups all Allocated Funds pursuant to Section 6.4(a) ofthe Allocation Agreement and (ii) terminates the commitment ofTreasury to make further Disbursements pursuant to Section 6.4(b) of the Allocation Agreement.

Section 8.6. Effects ofTermination. Upon any termination ofthis Agreement pursuant to the provisions of this Article VIII: (i) WSCN shall no longer have any right hereunder to administer the Approved Municipal Programs, (ii) all Allocated Funds that remain with WSCN as cash shall be immediately returned to the Participating Municipalities in amounts proportional to the population of each ofthe participating respective Participating Municipalities as measured in the 2010 U.S. census (subject to the requirements of the Allocation Agreement) and (iii) any Allocated Funds previously invested pursuant to the Approved Municipal Programs shall no longer be managed by WSCN but shall be managed by the Participating Municipalities or their designee. Expiration or termination ofthis Agreement shall not terminate any indemnification obligations ofany Party set forth in Article IX, to maintain and make available any records pertaining to the Agreement, to cooperate with any audit, or to furnish reports on activities conducted pursuant to this Agreement prior to termination.

Article IX. INDEMNIFICATION

Section 9.1. Indemnification Obligation of Participating Municipalities. To the extent permitted by state and federal law and the Allocation Agreement, each Participating Municipality agrees to defend, indemnify and hold harmless WSCN and its officers, agents, managers, directors, attorneys and employees from and against any and all claims, damages, suits, costs, demands, actions, causes of action, judgments and liabilities, including but not

7 limited to attorneys' fees and costs to the extent any of the foregoing results from any application, procurement, participation, agreement, acts, omissions or fault on the part of such Participating Municipality. To the extent permitted by law, this indemnification and hold harmless obligation shall continue beyond the term ofthis Agreement as to any participation, act, omission or fault occurring.

Section 9.2. Indemnification Obligation of WSCN. WSCN agrees to defend, indemnify and hold harmless each Participating Municipality and its officers, agents, managers, directors and employees from and against any and all claims, damages, suits, costs, demands, actions, causes of action, judgments and liabilities, including but not limited to attorneys' fees and costs to the extent any of the foregoing results from or arises out of(i) any material breach of this Agreement by WSCN in its administration ofthe Approved Municipal Programs, or (ii) any act, omission or fault ofWSCN in its administration of the Approved Municipal Programs. This indemnification and hold harmless obligation shall continue beyond the term ofthis Agreement as to any act, omission or fault occurring.

Article X. CONFIDENTIALITY; INTELLECTUAL PROPERTY

Section 10.1. Confidential Information. Each Participating Municipality acknowledges that Confidential Information (as defined below) ofWSCN may be disclosed to such Participating Municipality during the course ofthis Agreement. At all times that WSCN's Confidential Information is in the possession of such Participating Municipality, such Participating Municipality agrees that it shall take reasonable steps to prevent the use, duplication or disclosure of such Confidential Information, other than by or to its own officers, directors, employees, attorneys, accountants, or agents who must have access to such Confidential Information to perform such Participating Municipality's obligations hereunder. All such disclosures shall be subject to the terms and conditions of this Agreement and this Section. In addition:

(i) Upon termination of this Agreement, each Participating Municipality shall, upon written request from WSCN, return all Confidential Information, including all copies thereof, in such Participating Municipality's possession, in whatever form, to WSCN.

(ii) Each Participating Municipality acknowledges that unauthorized use, misappropriation or disclosure of the Confidential Information, as described in this Section, would cause irreparable harm to WSCN. Remedies at law being inadequate, the foregoing provisions may be enforced by temporary or permanent injunctive relief, and the non-prevailing Party waives any claim to a security bond from the prevailing Party.

(iii) In the event that WSCN elects to seek a protective order or other equitable relief after being notified by a Participating Municipality that it has received a request for Confidential Information, whether pursuant to the Wyoming Open Records and Meetings Laws or otherwise, or in the event that any action or legal proceeding, including a declaratory judgment action, is commenced against a Participating Municipality seeking to compel disclosure of Confidential Information, WSCN shall indemnify and hold

8 harmless such Participating Municipality for any costs and expenses, including but not limited to reasonable attorney's fees, incurred by such Participating Municipality in the prosecution or defense of such action or legal proceeding.

For purposes of this Agreement, "Confidential Information" shall mean any confidential information relating to or disclosed in the course of this Agreement by WSCN or its agent to a Participating Municipality, including technical information, processes, formulas, computer software, source codes, sales, costs, supplier, contractor, customer and member names and lists, and other unpublished financial information, product and business plans, projections and marketing data and all data identifying WSCN's members, officers, directors, associates, affiliates and customers, and any other information pertaining to WSCN, and related technologies, systems, processes, designs, plans, compilations, methods, techniques, and know­ how, in each case, whether in tangible or intangible form, and whether or not stored, compiled or memorialized physically, electronically, graphically, photographically, or in writing. "Confidential Information" shall not include information that can be demonstrated using credible evidence to be: (i) generally publicly available; (ii) already independently in a Participating Municipality'S possession and not subject to a confidentiality obligation; (iii) obtained by a Participating Municipality from any other source without any obligation of confidentiality; (iv) independently developed by a Participating Municipality without reference to WSCN's Confidential Information; or (v) required to be disclosed by order of a court or other governmental entity or by the Open Records and Meetings Laws; provided that reasonable prior written notice and reasonable cooperation is given to the Disclosing Party so that the Disclosing Party may seek a protective order or other equitable relief. WSCN shall take reasonable efforts to clearly mark and delineate Confidential Information "Confidential Information" to the Participating Municipalities when possible and practical, however its failure to do so shall not otherwise modify the parties' responsibilities and obligations hereunder Article X.

Section 10.2. Third Party Confidential Information. Each Participating Municipality and WSCN acknowledge that from time to time WSCN will receive confidential information from funds, companies, investment vehicles and other persons in order that WSCN may conduct due diligence with respect to proposed investment opportunities. The Parties agree to protect such confidential information and to not disclose such confidential information to third parties unless such confidential information is required to be disclosed by order of a court or other governmental entity.

Section 10.3. Intellectual Property. Subject to any applicable requirements of the Open Records and Meetings Laws, 0) each Participating Municipality agrees that any methodologies, techniques, proposals, concepts or other intellectual property which is conceived, made or developed by WSCN during the term ofthis Agreement is and will be the sole and exclusive property of WSCN, and (ii) WSCN shall retain any and all intellectual property rights in all methodologies, documentation, know-how, techniques and other materials that have been previously developed or acquired by WSCN and that are used by WSCN in connection with the performance of this Agreement.

9 Article XI. RESTRICTIONS ON USE OF ALLOCATED FUNDS; CONFLICTS OF INTEREST; ASSURANCES

Section 11.1. Representation Regarding Contingent Fees. WSCN represents to each Participating Municipality and assures that it has not retained any person to solicit or secure a state contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee.

Section 11.2. Assurances ofNondiscrimination. WSCN shall not discriminate in employment or in the provision of services or assistance on the basis of any characteristic or condition upon which discrimination is prohibited by state or federal law or regulation.

Section 11.3. Political Activity. WSCN shall not permit any of the Allocated Funds provided under this Agreement to be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or for publicity or propaganda purposes designed to support or defeat legislation pending before the United States Congress, the State of Wyoming, any Participating Municipality, or any other county or city in the State of Wyoming.

Section 11.4. Lobbying. No Allocated Funds distributed or otherwise made available pursuant to this Agreement may be used by any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, an employee of a member ofCongress, a member ofthe city council of any Participating Municipality or any member ofthe Wyoming Legislature.

Section 11.5. Conflicts of Interest. Neither WSCN nor any employee, officer, manager or other agent of WSCN who exercises any duties or responsibilities with respect to the administration and operation of the Programs or who is in a position to participate in a decisionmaking process or gain inside information with regard to such activities (all of the foregoing persons being referred to as "Related Persons"), shall obtain, directly or indirectly, any financial or ownership interest in any person, fund or entity that will receive a grant, financial guaranty or investment from the proceeds of any Allocated Funds; provided, however, that nothing in this Section 11.5 shall prohibit WSCN or any Related Person from engaging in any ofthe activities specifically contemplated by the Allocation Agreement or from providing support or advisory services to any recipient of Allocated Funds. WSCN shall disclose any conflict of interest to the Participating Municipalities.

Article XI I. MISCELLANEOUS

Section 12.1. Compliance with Laws. Each Party will comply with all applicable requirements of all federal and state laws and regulations, as may be amended in writing relating to the performance of this Agreement. The parties acknowledge that Treasury may be writing and adopting rules or regulations applicable to the Act under the State Small Business Credit Initiative. Upon final adoption of any such rules or regulations, the parties agree that they shall, in good faith, evaluate this Agreement and determine if any modifications need to

lO be made in order to comply with any such newly adopted rules. Any such modifications shall be in writing, signed byeach Party.

Section 12.2. Severability. If any provision ofthis Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts ofthis Agreement shall nevertheless be in full force and effect.

Section 12.3. Section Headings and Subheadings. Section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms ofthis Agreement.

Section 12.4. Waiver. Any Participating Municipality's failure to act with respect to a breach by WSCN shall not constitute a waiver of its right to act with respect to any subsequent or similar breach. The failure of any Participating Municipality to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.

Section 12.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws ofthe State of Wyoming, excluding its conflict of law provisions.

Section 12.6. Amendment. This Agreement may not be modified, altered, amended or changed except by the mutual written agreement of the Parties.

Section 12.7. Dispute Resolution. Ifany dispute between the Parties shall arise out of or relating to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by nonbinding mediation before resorting to litigation or some other dispute resolution procedure, unless the parties mutually agree otherwise. The mediator shall be mutually selected by the Lead City and WSCN, but in case of disagreement, the mediator shall be selected by lot from among two nominations provided by each such party. All costs and fees of mediation shall be borne equally by the parties hereto except, however, each party shall bear its own attorney's fees and costs of participating in the mediation except as otherwise provided by Article IX. Ifmediation fails to resolve the dispute within thirty (30) days, any party may pursue litigation in a court of competent jurisdiction in the State of Wyoming to resolve the dispute.

Section 12.8. Notices. All notices, requests, demands, claims and other communications required or permitted to be given hereunder shall be in writing and shall be sent by (a) personal delivery (effective upon delivery), (b) facsimile or electronic communication (effective on the next day after transmission), (c) recognized overnight delivery service (effective on the next day after delivery to the delivery service), (d) certified mail, return receipt requested and postage prepaid (effective on the third day after being so mailed), in each case addressed to the intended recipient as set forth below:

11 If to any Participating Municipality:

City of Laramie 406 Ivinson Avenue P.O. Box C Laramie, WY 82073 Attention: City Manager Facsimile: 307-721-5318 Email: [email protected]

With a copy to its attorney City Attorney 406 Ivinson A venue P.O. Box C Laramie, WY 82073

If to WSCN:

Wyoming Smart Capital Network, LLC 4218 Cheyenne Dr. Laramie, WY 82072 Attention: Robert Heard Email: [email protected]

With a copy to its attorneys: Pence and MacMillan LLC P.O. Box 1285 Laramie, WY 82073 Attention: Megan Overmann Goetz Facsimile: 307-745-8669 Email: [email protected]

If to DCN:

Development Capital Networks, LLC 10565 N. I 14th Street, Ste. 110 Scottsdale, AZ 85259 Attention: Paul Huleatt Email: [email protected]

With a copy to its attorneys: Pence and MacMillan LLC P.O. Box 1285 Laramie, WY 82073

12 Attention: Megan Overmann Goetz Facsimile: 307-745-8669 Email: [email protected]

The City of Laramie or WSCN may change its address for receiving notices by giving written notice of such change to the other in accordance with this Section 12.8.

Section 12.9. Assignment/Subcontracting; Binding Effect. Neither this Agreement nor any ofthe rights, interests or obligations hereunder shall be assigned by any Party (whether by operation of law or otherwise). Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. The Parties acknowledge that each Participating Municipality is relying on the skills, expertise, training and experience of WSCN and WSCN's employees, officers and managers to perform the duties, activities, services and obligations set forth under this Agreement and, therefore, no part of the obligations or services to be provided by WSCN may be subcontracted by WSCN without the prior written consent of each Participating Municipality; provided, however, the foregoing shall not prohibit WSCN from contracting with its managers and/or members for management services and with vendors and service providers for services essential to the implementation of the Programs, and provided, further, that the foregoing shall not prohibit the award or allocation of Allocated Funds as contemplated by the Act and the Allocation Agreement.

Section 12.10. No Third Party Beneficiary. The Parties do not intend to provide any other party with any benefit or enforceable legal or equitable right or remedy.

Section 12.11. Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and supersedes any prior understandings, agreements, arrangements and representations between the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

Section 12.12. Counterparts. This Agreement may be executed in several identical counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument.

[signatures on following page]

13 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

Wyoming Smart Capital Network, LLC

By:______Name:

Development Capital Networks, LLC

Name:______Title:______

City of Laramie, Wyoming

Name: Scott Mullner Title: Mayor

[Names of Municipalities need to be filled in. Consider a separate sig page for each Municipality.] City Wyoming

By:______Name:______

City ______, Wyoming

Name: City _____.~__, Wyoming

Name:______~___

City ___...___~, Wyoming

City __...__.___' Wyoming

City ______, Wyoming

City ______, Wyoming

By:______Name: Title:

City ______, Wyoming

15 City of______, Wyoming

By:___~______Name:______

City of______, Wyoming

Name:______Title:______

City ______, Wyoming

Name:______Title:______

City ______, Wyoming

Name:______Title:---

City __..______, Wyoming

City _____..___, Wyoming

16 Exhibit I Fees and Expenses

WSCN shall pay its managers certain amounts and WSCN shall reimburse its managers for certain expenses incurred, pursuant to the terms set forth below.

(I) Fees During Allocation Time Period. During the Allocation Time Period and only to the extent permitted pursuant to the Allocation Agreement from Allocated Funds, Program Income, and Non-Program Income, WSCN shall pay its managers the following amounts:

(a) An annual amount of$395,000, which amount shall be invoiced by the managers at Development Capital Networks LLC's most recent published GSA professional rates and be paid to the managers in monthly installments; and

(b) Those fees paid to WSCN for any management services rendered by a manager to others or otherwise generated from non-SSBCI funds, which fees shall be paid to such manager on the date any such fee is received by WSCN.

(2) Fees After Allocation Time Period. After the Allocation Time Period, WSCN shall pay its managers the following amounts:

(a) An annual amount of $395,000, which amount shall be invoiced by the managers at Development Capital Networks LLC's most recent published GSA professional rates and paid to the managers in monthly installments;

(b) Twenty percent (20%) of any amount that constitutes gains on amounts invested by WSCN, which fee shall be paid to the managers as gains are realized by WSCN; and

(c) Those fees paid to WSCN for any management services rendered by a manager to others, which fees shall be paid to such manager on the date any such fee is received by WSCN.

(3) Expenses onBehalf ofWSCN. WSCN's managers may routinely pay certain operating expenses on behalf ofWSCN. Expenses paid by a manager on behalf ofWSCN for travel costs and Other Direct Costs pursuant to 48 Code of Federal Regulations Subpart 31.2 (Contracts with Commercial Organizations), including, but not limited to, professional fees relating to accounting, auditing, compliance review, legal services, and organizing and providing conferences that further the purpose ofthe Programs, shall be reimbursed to such manager at cost plus a 9.92% G&A rate. The managers shall provide documentation to WSCN to support the amount of such reimbursement.

(4) Accrual of Fees and Expenses. Fees earned by a manager and expenses to be reimbursed to a manager may accrue and be paid to such manager in later periods.

17 -

RESOLUTION NO. 2012-/il

A RESOLUTION AMENDING CITY COUNCIL POLICY ESTABLISHED IN RESOLUTION NO. 96-91 REGARDING BUDGETED CASH RESERVES IN ADDITION TO CASH RESERVES ESTABLISHED UNDER COUNCIL POLICY BY RESOLUTION NO. 94­ 15 FOR INCLUSION IN THE CITY OF ROCK SPRINGS CITY COUNCIL POLICY MANUAL.

WHEREAS, the City Council has approved and adopted a City Council Policy Manual which is amended by presentation of resolution for vote of the governing body; and

WHEREAS, the City Council within its purview of responsible financial management desires to clarify policy presented in Resolution 96-91 based on Governmental Accounting Standards Board Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions.

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section 1. The City Council Policy Manual of the City of Rock Springs as established and adopted by Resolution 96-91 is hereby amended to read as follows:

"Additional Budgeted General Fund Cash Reserve.

It shall be the policy of the Governing Body of the City of Rock Springs that the 1996-97 fiscal year budget shall establish a cash reserve in addition to the cash reserve established by Resolution No. 94-15. That the total of the two (2) cash reserve funds should be equal to an amount which is an average of three months of expense determined by using five (5) years of actual expenses by month historically and then arriving at an average monthly expense. This method was used to determine the cash reserve amount for 1996-97 to arrive at budgeted cash reserve of $3,360,000.00. Each year thereafter this method will be used to calculate the total amount of reserve necessary. The additional general fund cash reserves must be used only en approved line items and the account replenished when revenues become available. The cash reserve funds may only be spent following action on a formal resolution of the Governing Body when: (1) revenues are insufficient in an amount that is equal to at least one-half of one percent (.5%) of the annual expenditures of the previous year to cover necessary capital improvement expenditures; or (2) there is a major reduction (anticipated or actual) in tax revenue, grant funding, or state legislative appropriation; or (3) there are other unexpected needs or emergency situations costing an amount that is equal to at least one­ half of one percent (.5%) of the annual total expenditures of the previous year which do not routinely occur. The cash reserve funds can only be spent by action of a fOrmal resolution of the City Council '.vhen the sum of anticipated or current revenue and prior year cash carryover is not sufficient to meet necessary anticipated or current expenditures. The use of these funds is not expected to occur on a routine basis. If used, the cash reserve funds shall be replenished when revenues become available." PASSED AND APPROVED this ___ day of ...~______, 2012.

President of the Council

Attest: Mayor

City Clerk RESOLUTION NO. 2012- 1$2

A RESOLUTION ACCEPTING AND APPROVING AN AMENDMENT TO THE CONTRACT FOR PROFESSIONAL SERVICES FOR THE ROCK SPRINGS STORM SEWER MASTER PLAN AND MODELING PROJECT WITH JFC.

WHEREAS, JFC has presented to the City of Rock Springs an Amendment to the Contract for Professional Services to complete the Master Plan and perform storm sewer cleaning and modeling services for the Rock Springs Storm Sewer Master Plan and Modeling Project; and

WHEREAS, the Governing Body ofthe City ofRock Springs has said Amendment before it and has given it careful review and consideration.

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section 1. That the Amendment to the Contract for Professional Services for the Rock Springs Storm Sewer Master Plan and Modeling Project with JFC, attached hereto and by this reference made a part hereof, is hereby accepted and approved by the Governing Body ofthe City of Rock Springs, Wyoming.

PASSED AND APPROVED this __day ______,2012.

President of the Council

Mayor Attest:

City Clerk 1515 Ninth Street, SuiteA ENGINEERS Rock Springs, Wyoming 82901 Phone (307) 362-7519 SURVEYORS Fax (307) 362·7569 30 Octobet' 20] 2 JFC Job No. 7566-06E

Mr. Paul KauchiCh City ofRock Springs 212 D Street Rock Spl'ings, WY 82901

Subject: Proposal for Professional Senices for an Amendment to the Storm Sewer Master Plan and Modeling Project Dear Mr. Kauchich: JFC Engineers & Surveyol's (JFC) is pleased to submit this amendment to JFC's Contract for Professional Services to complete the Master Plan and perform storm sewer cleaning and modeling services fOl'the above reference Project. Scope ofWorl,

o .IFC will subcontract to Val Kotter and SOI1S Inc, for cleaning and cameraing portions oftbe City's sto1'l.n sewer. We estimate that the cleaning and cameI'll services, used to locate unknown sewel' systems, will take ten days. During this time, the City ofRock Springs shall supply personnel and equipment to expose and access the storm sewei' as needed, The City ofRock Springs shall also supply access to fire hydrants for watel' and a location to dump materials removed from the stotm sewer. Total estimated cost $75,000.00.

o JFC will provide the St0I111 sewer model and GIS mapping to reflect the current storl11 sewer system. Total estimated cost to complete these items is $26,0'00.00. • JFC will f'mish the Storm Water Mastel' Plan for the City ofRock Springs, The Mastel' Plan will outline and prioritize needed capital improvements, design criteria, and operation and maintenance recommendations. The total cost to complete the Plan is $39,500.00.

e JFC also proposes a 15% contingency to covel' additional unknown fieldwork. The total cost is $21,000.00.

Professiona1 Fees JFC's estimate to complete the remaining work stated above is $161,500.00, The remaining existing budget on JFC's present contract with the City ofRock Springs is $21,101.76. Therefore, JFC's proposed contract amendment to complete the described work above is $140,398.24.

If you have any questions, please contact me. We look forward to wOl'king with you on this Project.

Sincerely, ~~~ President l) racj:ldalal7566amaldocslproposal water line design.doc 1 10/3012012 RESOLUTION NO. 2012-113

A RESOLUTION ACCEPTING AND APPROVING A REVISED COST PROPOSAL FOR THE ROCK SPRINGS REAGAN A VENUE AND SCOTT DRIVE DETENTION BASIN PROJECT WITH JFC.

WHEREAS, JFC has presented to the City ofRock Springs a Revised Cost Proposal to the Contract for Professional Services for the Rock Springs Reagan A venue and Scott Drive Detention Basin Project to develop bidding documents and construction management; and

WHEREAS, the Governing Body ofthe City ofRock Springs has said Revised Cost Proposal before it and has given it careful review and consideration.

NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF ROCK SPRINGS, STATE OF WYOMING:

Section 1. That the Revised Cost Proposal to the Contract for Professional Services for the Rock Springs Reagan Avenue and Scott Drive Detention Basin Project to develop bidding documents and construction management with JFC, attached hereto and by this reference made a part hereof, is hereby accepted and approved by the Governing Body of the City of Rock Springs, Wyoming.

PASSED AND APPROVED this ____day ______,2012.

President ofthe Council

Mayor Attest:

City Clerk ENGINEERS 1515 Ninth Street, SuiteA ARCHITECTS Rock Springs, Wyoming 82901 Phone (307) 362-7519 SURVEYORS Fax (307) 362-7569

31 October 2012 JFC Job No. 8351-10E

Mr. Paul Kauchich, PE Director ofEngineering and Operations City of Rock Springs 212 D Street Rock Springs, WY82901

Subject: REVISED - Cost Proposal- Reagan Avenue and Scott Drive

Dear Paul:

Based on the discussion with you about changes to this Project, Thave developed the following Cost Proposal. These costs are based on a time and materials basis with a not to exceed total budget for the Project:

Reagan Avenue and Scott Drive Detention Basin Costs JFC Engineers and Hansen Allen Task Surveyors and Luce Total Cost

Final Design $ 9,838 $ 8A34 $ 18j272 Bidding and Contract Documents $ 7,014 $ 24,468 $ 31,482 Construction Management $ 56/154 $ 56,154 As-Constructed Drawings $ 636 $ 0 $ 636

$ 73,642 $ 32,902 $ 106t 544

The Scott Drive design is complete but I have included numbers in the above costs to develop bidding documents and construction management. The scope includes final design documents, bidding, constl"Uction management, materials testing,and construction surveying.

Thanks for the 0ppOliunity to work with you on this Project If you have any questions or comments please contact our office.

recj:ldala18351Idocslrevlsed proposal october 2012.doc