City Commission Worksession Agenda 11-05-2007

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                           CITY OF MUSKEGON
                     CITY COMMISSION WORKSESSJON
                                  AND
                    COMMUNITY RELATIONS COMMITTEE

                            Monday, November 5, 2007
                                    5:30 p.m.
                            City Commission Chambers


                                AGENDA


I.   Edison Landing Development. (City Manager)

2.   Retiree Healthcare Proposal. (Finance)

3.   Banking Services RFP. (Finance)

4.   Any Other Business.




            COMMUNITY RELATIONS AGENDA

I.   Approval of Minutes.

2.   Resignations from Various Boards.

3.   Any Other Business.

4.   Adjournment.
                                        City of Muskegon
                                  City Commission Worksession
                                   Monday, November 5, 2007
                                   City Commission Chambers
                                             5:30 PM

                                           MINUTES


2007-93
Present: Commissioners Warmington, Carter, Shepherd, Spataro, Wierengo, and Wisneski.
Absent: Vice Mayor Gawron.

Edison Landing Development
Dan Hendrickson presented a site plan for the Edison Landing Development. LEED certified
buildings within the development will be a priority.

Transient boat slips will be made available.

Agreements have been signed to purchase the property. Some financial relief has been asked on
commitments for special assessments. Mr. Hendrickson will pay $250,000 immediately at
closing and bring all past finances current.

Bryon Mazade was instructed to contact Parmenter O'Toole regarding the completion of the
seawall.

Commissioner Wierengo moved, Commissioner Carter seconded, to approve the tentative
agreement between the City of Muskegon and Belmont Farms for the Edison Landing
Development and allow the City Manager to contact Parmenter O'Toole on item six and to
negotiate item eight of the agreement.

Ayes: Shepherd, Spataro, Warmington, Wierengo, Wisneski, and Carter.
Nays: None.
                                                          MOTION PASSES

Retiree Healthcare Proposal
Tim Paul, Finance Director, proposed a change to healthcare options for those retirees age 65
and over.

Commissioner Wisneski disclosed that his parents do benefit from the City of Muskegon
healthcare system.

Motion by Commissioner Spataro, seconded by Commissioner Wierengo to approve the
retiree healthcare proposal as proposed by staff.

Ayes: Spataro, Warmington, Wierengo, Wisneski, Carter, and Shepherd.
Nays: None.

                                                                 .M OTION PASSES

Banking Services RFP
Motion by Commissioner Carter, seconded by Commissioner Shepherd to move the City of
Muskegon's banking services to 5/3 Bank for the next seven years.

Ayes: Warmington, Wierengo, Wisneski, Carter, Shepherd, and Spataro.
Nays: None.

                                                                l'vfOTION PASSES

Any Other Business
Motion by Commissioner Spataro, seconded by Commissioner Carter to move the
December 10, 2007 Worksession meeting to December 3, 2007.

                                                                l'vJOTION PASSES

A request was made not to change the zoning at M art Dock so the Milwaukee Clipper lease
agreement will not be affected.

Staff will work with the committee.

Adjournment
Motion by Commissioner Carter, seconded by Commissioner Shepherd to adjourn at 6:35
p.m.

                                                                l'vJOTION PASSES




                                                        ~-'-"~,~~
                                                          Ann Marie Becker, MMC
                                                              City Clerk
                           CITY OF MUSKEGON

             COMMISSION WORK.SESSION MEETING

                              RESCHEDULED


The Commission Worksession Meeting that was scheduled for
Monday, November 12, 2007, has been rescheduled to Monday,
November 5, 2007, at 5:30 p.m. in the City Commission
Chambers, 933 Terrace, Muskegon. It will be a joint meeting with
the Community Relations Committee Meeting.


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                                   Ann Marie Becker, MMC
                                   City Clerk



Notice Dated: October 24, 2007.



Commission
City Manager
Department Heads
Chronicle
Post
                                         AGREEMENT


        This Agreement between the City of Muskegon of 933 Terrace Street, Muskegon,
Michigan ("City"), and Belmont Farms Lot C, LLC and Belmont Farms Lot D, LLC, Michigan
limited liability companies of 6250 Jupiter Avenue, Suite B, Belmont, Michigan 49306
(collectively "Belmont Farms"), is effective as of the 3 b +I. day of November, 2007 (the
"Agreement").

                                          RECITALS

        A.      Belmont Farms has executed a Real Estate Purchase Agreement dated October 23,
2007 to acquire Units D, E, F, G, J, K, L, M, N, 0 and P of the Muskegon Lakeshore Smart
Zone, a Site Condominium also known as County Condominium Subdivision Plan No. 100 and
also holds an interest in Lot I of the same(the "Units").

        B.     The Units are subject to special assessments established pursuant to a Special
Assessment Consent Agreement between the City and Lakefront Development, L.L.C. effective
July I, 2003. As of December I, 2007, the total amount of the special assessments against the
Units, together with interest and late charges, will be placed on the City's general tax roll. The
entire remaining unpaid special assessment amount for the Units, including interest and late
charges, will be due and payable.

       C.      Belmont Farms has approached the City with regard to the development of the
Units, all of which are now vacant. Belmont Farms has represented that it has the ability to
develop the Units in a timely manner that will be consistent with the Muskegon Lakefront
waterfront redevelopment plan.

       D.      In order to spur timely economic development of the Units as part of the
Muskegon Lakefront waterfront redevelopment plan, the City is willing to make certain
concessions with regard to the special assessment obligations, which are contingent upon
Belmont Farms' timely development of the Units in accordance with the Muskegon Lakefront
waterfront redevelopment plan.

      E.     In order to obtain the City's concessions as to the special assessment obligations,
Belmont Farms is willing to commit to other development- related obligations.

       NOW, THEREFORE, THE PARTIES AGREE, in consideration of the mutual covenants
and conditions which follow, including the recitals stated above, the receipt and adequacy of
such consideration being acknowledged by the parties, as follows:

       I.      Payment of Past Due Taxes and Assessments. Belmont Farms shall pay the
following obligations in full at or before the closing of its purchase of the Units:

             a.    All due and payable ad valorem taxes on the Units to the County of
       Muskegon Treasurer;
                  b.      All past due and payable special assessments to the County of Muskegon
           Treasurer; and

                 c.     Partial payment of future special assessment obligations to the City in the
           amount of Two Hundred Fifty Thousand Dollars ($250,000).

        2.       Status of Special Assessment Obligations. Subsequent to December 1, 2007, the
City shall adopt a resolution with the purpose of holding the special assessment payment
obligations as to the Units in abeyance. The City shall retain the right to reinstate the special
assessment payment obligations or renegotiate the terms of such obligations, at its option, on the
date sixty (60) months after the effective date of this Agreement if Belmont Farms has not started
construction on a minimum of two of the Units. Belmont Farms and the City Manager shall
meet on an annual basis to review the status of development of the Units. Belmont Fanns
expressly understands and agrees that the City's act of forgoing payment of special assessment
obligations pending satisfactory development of the Units does not constitute a waiver of the
City's right to receive such payments.

        3.      Release of Lien. In the event that the special assessment lien on a Unit creates an
impediment to Belmont Farms' ability to convey title to a third party seeking to develop or
occupy such Unit , Belmont Farms may request that the lien be partially released as to such Unit.
The City agrees to grant such request if it determines, in its sole discretion, that the proposed use
of the Unit is consistent with the Muskegon Lakefront waterfront development plan. Upon partial
release of the lien, the total assessment amount due and payable for all Units shall be reduced by
an amount based on the percentage of the total assessment allocated to such Unit in the Special
Assessment Consent Agreement.

      4.       Representations and Wananties of Belmont Farms. Belmont Farms represents
and warrants the following to be true:

                   a. Both Belmont Farms Lot C, LLC and Belmont Farms Lot D, LLC are
           Michigan limited liability companies, both of which are duly organized, validly existing
           and in good standing under the laws of the State of Michigan;

                  b. Both Belmont Farms Lot C, LLC and Belmont Farms Lot D, LLC have the
           power and authority to enter into and perform the obligations under this Agreement;

                c. No member of Edison Landing, LLC or Lakefront Development, L.L.C. is a
           member of either Belmont Farms Lot C, LLC or Belmont Farms Lot D, LLC; and

                  d. No member of Edison Landing, LLC or Lakefront Development, L.L.C. shall
           become a member of Belmont Farms Lot C, LLC or Belmont Farms Lot D, LLC, or
           otherwise have an interest in any of the Units or their development.

        5. Loan of Funds to Belmont Farms. Upon Belmont Farms written request, the City
agrees to loan Belmont Farms an amount not to exceed Two Hundred Fifty Thousand Dollars
($250,000) from the City's Brownfield Revolving Loan Fund, subject to the purpose of such loan
                                                          2

Q_IMANAGER\MAZADE\Belmont Farms Agreement 112907.doc CM
 meeting eligibility criteria, required timelines, and Michigan Department of Environmental
 Quality approval. Belmont Farms shall execute a note in favor of the City and repayment will be
 secured by a mortgage on the Units and a personal guaranty by Danny S. Hemickson.


         6.      Build Out of Units Sold. All agreements which Belmont Farms makes for the
 sale of any of the Units shall explicitly provide in writing that construction on such lots shall be
 commenced within two (2) years of the date of such agreement.


        7.     Brownfield Grant. The City was awarded a Brownfield Redevelopment Grant at
the commencement of the Muskegon Lakefront project. To the extent there are any funds
remaining under such grant approval, the City may, in its sole discretion, decide to authorize use
of such funds to reimburse Belmont Farms for eligible environmental response activity costs
arising in connection with development of the Units.

       8.       Seawall/Boardwalk. New Acre, LLC has provided a written commitment, dated
November 29, 2007, to repair the seawall/boardwalk structure on Muskegon Lake and adjacent
to Lot H of the County Condominium Subdivision Plan No. 100. In the event that New Acre,
LLC does not complete such repairs on or before July 30, 2008 Belmont Farms shall assume full
responsibility and cause such repairs to be completed, at its sole cost, on or before October 30,
2008.

       9.      Contingency. This Agreement is contingent on the closing of the sale and
purchase of the Units by Belmont Farms from Edison Landing Properties, LLC, pursuant to the
Real Estate Purchase Agreement dated October 23, 2007, and the Purchase Agreement dated
October 23, 2007.

       10.    Default. If Belmont Farms defaults with respect to any obligation under this
Agreement, the City may, at its sole option, pursue all legal and equitable remedies available
under Michigan law, including without limitation, immediate reinstatement of the special
assessment obligations applicable to the Units.

       1I.    No assignment. Belmont Farms' rights and obligations under this Agreement
may not be assigned without prior written consent by the City. Any assignment made without
such consent shall be void. However, the City understands that a new limited liability company
will be formed by the member of Belmont Farms for the purpose of implementing the
development of the Units. The City agrees to such assignment subject to confirmation of
membership and purpose.

        12.     Waiver. No term, condition, covenant, or provision in this Agreement may be
waived, except in writing, signed by the waiving party. No oral statements, course of conduct, or
course of dealing shall be deemed a waiver. No waiver by any party of any violation or breach
of this Agreement shall be deemed or construed to constitute a waiver of any other violation or
breach, or the continuing waiver of any violation or breach.


                                                             3

O:\MANAGER'u\1AZADE\Belmont Farms Agreement l !2907.dac CM
         13.     Binding Effect. This Agreement shall be binding upon and inure to the benefit of
 the parties, as well as their respective successors and assigns.

         14.    Entire Agreement. This Agreement represents the entire understanding between
 the parties with respect to the subject matter within, and any prior discussion, negotiations and
 agreements between the parties are merged herein. No amendment or modification of this
 Agreement shall be enforceable except if in writing and signed by the parties.

       15.    Governing Law. This Agreement shall be governed by and construed m
accordance with the laws of Michigan.

       16.     Notices. All notices, requests and demands to or upon any party to this
Agreement shall be in writing and shall be personally delivered or mailed certified mail
addressed to each party as follows:


                         Ifto City to:                        Bryon Mazade, City Manager
                                                              933 Terrace Street
                                                              Muskegon, Michigan 49440

                         Ifto Belmont Farms to:               Danny S. Henrickson
                                                              6250 Jupiter Avenue, Suite B
                                                              Belmont, Michigan 49306

        IN WITNESS WHEREOF, the parties have entered into this Agreement on the date
written above.




                                                              By:~=2~~~=$,,,..,-c::==::::__~-
                                                               Danny S. Henricks
                                                               Its: Member

                                                              BELMONT FARMS LOT D, LLC, a Michigan
                                                              limite iab1 ·ty compan



                                                                Its:
                                                                4

O:\MANAGER\i.'vlAZADE\Belmont Farms Agreement 1!2907.doc CM
                                    NEWACRE, LLC

                                             601 Terrace Street
                                          Muskegon, Michigan 49440
                                            Phone 231.722.1621
                                             Fax 231. 722.7866




November 29, 2007



Mr. Dan S. Henrickson
Viridian Properties, LLC
6250 Jupiter Avenue, Suite B
Belmont, MI 49306

Re:    Muskegon Lakeshore SmartZone
       Seawall Bordering Lot H

Dear Mr. Henrickson:

As discussed, Newacre, LLC, the landlord of Parmenter O'Toole, intends to fix the seawall
located in front of its building on Muskegon Lake. Currently, we are obtaining quotes to
determine the cost to correct any problems and replace the cement slabs that were removed from
the seawall.

Conditioned upon receiving reasonable quotes to correct the problem as determined by Newacre,
LLC, we will request that our contractor begin the process of fixing the seawall in the spring of
2008. We expect the process to be completed by mid summer.

If you have any questions, please call.




Fax:
Internet Address: clk@parmenterlaw.com
-· u . 11:   PROPOSED USES
             A - OFFICE
             B - RES! DENTIAL
             C - MAIN LEVEL RETAIL
                 UPPER LEVEL OFFICE
             D - MAIN LEVEL RETAIL
                 UPPER LEVEL RESIDENTIAL
             "--MAIN LEVEL RETAIL
                 MIDLEVE~ICE
                 UPPER LEVEL l'l:ESlOENTIAL
               ,HOTEL




             \




                     VIRIDIA,    PLACE
                         ,ii   ]•'.di~nn J ,,indim;
                                                                     Finance
                                                                     Administration




Memo
To:        City Commission         City Manager

From: Finance Director

Date: October 31, 2007

Re:        Changes to Healthcare Options for Retirees Age 65 and Over



I previously briefed you about potential changes to the healthcare and prescription
drug benefit options offered to city retirees upon reaching age 65. This memo and
attachments provide further details about what is being proposed.

Background
Medicare Supplement - Under various employee contractual arrangements, the city
provides a very basic self-insured supplemental Medicare benefit for retirees and
beneficiaries 65 and over. In the early 1990's, in response to retiree complaints
about the basic Medicare supplement program, the city began offering retirees the
option to purchase private Medicare supplemental insurance through a company
called Magna Care. The city agreed to contribute a fixed amount ($50.00/month)
towards the cost of this coverage with additional costs being directly billed to the
retiree.

In 1997, the city began allowing retirees to "opt out" of the retiree healthcare program
and receive an additional $50.00/month in their pension in lieu of any further City
medical benefit. This was done in response to retirees who wanted the freedom to
find their own Medicare supplement.

As things currently stand, retirees over 65 have three choices:

    1. City self-insured benefit - 63 retirees over age 65 currently are in this program;


• Page 1




O:\FINANCE\PAUL\MyDocuments\MEMO-CITY COMMISSION 2007 Retiree Health Changes.doc
   2. Medicare supplement through Magna Care - 93 retirees over age 65 are in
      this program; city contribution remains at $50.00/month; or,

   3. Opt-out - 40 retirees over age 65 have chosen this option; city payment
      remains at $50.00/month.



Prescription Drug Benefit - Under contractual commitment the city provides Police
and Fire retirees (retired since the mid 1980's) with a very rich prescription drug
benefit. Other retirees do not have contractual rights to an Rx benefit; however,
since the mid-1990's the city has contributed a flat $41.00/month toward the cost of a
prescription drug benefit through Magna Care.



What is being Proposed
Changes are being proposed to the current benefit structure for three reasons:

   1. The number of retirees opting out of the Magna Care group is rising quickly
      prompting Magna Care to place restrictions on retiree's ability to opt out. For
      example, retirees no longer are able to opt out of the Medicare supplement
      while retaining the Magna Care prescription benefit.

   2. The competitive pricing and value of individual Medicare supplement
      programs through other sources (such as Blue Cross) have enticed retirees to
      opt out and calls into question the need for a "group" program like Magna
      Care.

   3. The self-insured Rx benefit for retired police and fire is a huge cost burden for
      the city. While changes are being made to the over 65 benefit structure, we
      would also include incentives for retirees to leave this program.



Staff feels the need for a middleman like Magna Care no longer exists and that
retirees looking out for their own interests are best equipped to choose the right
Medicare supplement for their needs. Accordingly, we propose the following:

    1. Cancelling the current arrangement with Magna Care effective January 1,
       2008 and making future payments for optional Medicare and prescription
       drug coverage directly to the retiree (to be included in their pension check).
       As example, a retiree currently having both the Magna Care Medicare and
       Rx benefits ($91.00 monthly cost to the city) would instead receive an
       additional $91.00 in their monthly pension. The Magna Care programs will
       also be offered to retirees on an individual basis. The city will hold meetings


• Page2
                   to discuss these changes and have presentations about some of the better-
                   value options (like Blue Cross) that are available.

             2. The city's self-insured Medicare and Rx programs will remain in place.
                 However, we propose offering an enhanced cash payment benefit to
                 certain police and fire retirees who currently have the city's self-insured
                 Rx benefit. Specifically, we propose offering an enhanced monthly
                 payment ($91.00 single/$182.00 married) plus a one-time payment of
                 $1,000 to these retirees if they drop the city's self-insured Rx program.

                   We are hopeful the enhanced payment will entice these retirees to forgo the
                   $2.00 Rx co-pay benefit they now have in favor of securing premium
                   Medicare supplemental coverage (including managed Rx) while fixing the
                   city's cost for the long-run.

                   Currently there are 32 retirees and 15 beneficiaries over 65 having this
                   benefit.   As shown below, this is by far the costliest retiree healthcare
                   component ($125,890/32 = $3,934/retiree; $125,890/47= $2,679/person):

                                  POLICE & FIRE OVER 65 HEALTH CARE COSTS
                                       October, 2006 thru September, 2007


                                PAID                        PAID
                               MEDICAL      PAID RX        ADMIN       MAGNA        MAGNA
                               CLAIMS       CLAIMS          FEES      BENEFITS     BENEFITS
         MONTH                (OVER 65)    (OVER 65)     /OVER 65)    MEDICAL         RX          TOTAL



OCTOBER, 2006                   3,560.74     10,268.01       849.00     2,650.00     1,557.63      18,885.38
NOVEMBER, 2006                     38.62      7,475.01       873.40     2,650.00     1,557.63      12,594.66
DECEMBER, 2006                      0.00     10,266.45       896.35     2,612.28     1,557.63      15,332.71
JANUARY, 2007                     255.59     12,165.15     1,010.30     2,500.00     1,469.90      17,400.94
FEBRUARY, 2007                      0.00      8,934.52       908.35     2,400.00     1,346.90      13,589.77
MARCH, 2007                     1,611.77     10,510.92       908.35     2,600.00     1,410.50      17,041.54
APRIL, 2007                     1,062.37     11,330.52       908.35     2,600.00     1,410.50      17,311.74
MAY, 2007                           1.67     10,000.33       908.35     2,520.00     1,419.70      14,850.05
JUNE, 2007                          1.67     11,032.87       908.35     2,535.00     1,402.30      15,880.19
JULY, 2007                        104.25     13,834.93       908.35     2,535.00     1,402.30      18,784.83
AUGUST, 2007                      128.97     10,106.36       908.35     2,535.00     1,402.30      15,080.98
SEPTEMBER, 2007                   956.12      9,965.24       879.75     2,485.00     1,361.30      15,647.41


TOTAL                          $Z,Z21.ZZ   $125 890 31   $10 86Z 25   $30,622.28   $H 298 59     $192,400.20




        • Page 3
This matter will be discussed at the November work session. Because of the tight
timeframes involved (open enrollment is only from 11/15 through 12/31), I would ask
for approval of the program restructuring at that time. Also, if you have concerns
about the proposal, it would be preferable to discuss these in advance of November
5th work session.

I have also attached a draft copy of the mailing that will be sent to affected retirees if
the Commission approves these proposals. This includes a summary of the benefits
provided to various over 65 retiree sub-groups, together with a count of the members
in each sub-group.

Again, if you have any questions, please let me know.

Thank you.




• Page4
Affirmative Action
(231 )724-6703
FAX (231)722-1214

Assessor
{231)724-6708
FAX (231)726-5181

Cemetery
(231 )724-6783
FAX (231 )726-5617
                                                     West l\tichigan's Shoreline City
City Manager                                             www.shorellneclty.com
(23 I )724-6724
FAX (231)722-1214

Civil Service
(231 )724-6716
FAX (231 )724-4405

Clerk
(231 )724-6705        November 6, 2007
f AX (231 )724-4178

Comm. & Neigh.
Services
(231 )724-6717
FAX (231)726-2501
                      Dear Retiree:
Engineering
(231 )724-6707
FAX (231)727-6904

Finance
                      Upon reaching age 65, City retirees have had the option of selecting partially
(231 )724-67 I 3      subsidized retiree healthcare and prescription drug benefits through Magna Care
FAX (231)724-6768
                      in lieu of the City's self-funded Medicare supplement. I am writing to let you know
Fire Department       that we are significantly restructuring these options in a manner that will provide
(231 )724-6792
FAX (231)724-6985     you with greater choice and better benefits and, at the same time, provide more
                      value to the City for the dollars it spends on retiree healthcare.
Income Tax
(231 )724-6770
FAX (231)724-6768
                      The changes will not reduce your benefits; in fact, you should be able to
Info. Technology      achieve a better level of benefits while reducing out-of-pocket expenses.
(231)724-4126
FAX (231)722-430 I
                      Two significant changes are being made:
Inspection Services
(231)724-6715
FAX (231)728-4371        1. Retirees Will No Longer Be Restricted to Magna Care Programs -
Leisure Services            Many retirees have indicated they are able to find individual Medicare
(231)724-6704
FAX (23 1)724-1196
                            supplements that better meet their needs from other sources. In fact,
                            recent premium changes to some programs (like Blue Cross Blue Shield of
Mayor's Office
(231 )724-670 I             Michigan) make them attractive options for Muskegon County residents.
FAX (231)722-1214           The City will provide information and resources about some of these
Planning/Zoning             options at upcoming meetings, and you will be free to secure coverage
(23 I )724-6702             from these resources or, from any other source that you feel best meets
FAX (231 )724-6790
                            your needs.
Police Department
(231 )724-6750
FAX (231)722-5140        2. Monthly Cash Payment - Currently the City pays to Magna Care fixed
Public Works                monthly amounts ($50.00 medical; $41.00 prescription) for each retiree
(231)724-4100               selecting the Magna Care option. Retirees are then directly billed by
FAX (231)722-4188
                            Magna Care for costs above the City payments. Many retirees have
Treasurer
(231 )724-6720
                            already "opted out" of the City's retiree healthcare program in favor of
FAX (231)724-6768           receiving an equivalent monthly cash payment in their pension check. To
Water Billing               facilitate retirees' ability to choose coverage, future City payments for
(23 I )724-6718
FAX (231)724-6768

Water Filtration
(231)724-4106
FAX (231)755-5290           City of Muskegon, 933 Terrace Street, P.O. Box 536, Muskegon, Ml 49443-0536
                                                   http://www.shorelinecity.com
                                         www.shorellnedty.com


       retirees choosing optional Medicare supplement benefits will be made directly to
       the retiree via their monthly pension payment.

The City's self-insured Medicare supplement program will continue in place for
those retirees who do not wish to choose an optional Medicare supplement
program. Additionally, the City's self-insured prescription drug program will
continue for those Police and Fire retirees who qualify for this benefit. However,
we encourage all retirees to consider their options as they may be able to achieve
equal or better benefit levels at the same cost.

I have attached a summary schedule of the current "over 65" benefits you currently
have and the options that will be available to you in the future. The open enrollment
period for you to elect your new options is from November 15, 2007 through December
31, 2007. All changes will be effective January 1, 2008.

We have scheduled meetings to discuss these changes in greater detail and to answer
your questions. All meetings will be held in the City Commission chamber of City Hall,
933 Terrace Street. The attached summary shows the meeting times scheduled for
your benefit group.

Rapidly rising healthcare costs for both active and retired employees continues to be a
nationwide problem. It is more important than ever that the City look for ways to
maximize the value of the funds spent for healthcare for its retirees.

Thank you and should you have any questions please contact the Finance Department
at (231) 724-6713.



Sincerely,




Timothy J. Paul
Finance Director




             City of Muskegon, 933 Terrace Street, P.O. Box 536, Muskegon, Ml 49443-0536
                                    http://www.shorelinecity.com
GROUPA

Benefits You Currently Receive:
Medicare Supplement                                        Prescription Benefit
The City pays a flat $50.00 monthly stipend to Magna       Rx coverage for this group is through the
Care to partially offset costs of a group MediGap policy   City's self-funded program administered by
(through Hartford Insurance). You pay any amount           Priority Health.
over the $50.00 city contribution directly to Magna
Care. Total premiums are age-based and currently
range from $86 to $259.


Your Future Benefit:
The City will pay a flat $50.00 monthly stipend to you     No Change.
(included in your monthly pension check) to partially
offset costs of an individual MediGap policy as
selected by the retiree. You may use this money as
you choose.


Example: Currently BCBSM offers individual
"Medicare Supplement" policies with benefits
generally superior to the current Hartford group
policy. Plan A=$35.24; Plan C=$107.09.


Optional Future Benefit:
The City will pay a flat ($91.00 single $182.00 married)   You will no longer be covered under the
monthly stipend to the retiree (included in their          City's self-funded prescription program but
pension check) plus a one-time payment of $1,000.          may choose to utilize the payments made to
You may use this money as you choose.                      you to select a Medicare/Rx program.

Example: Currently BCBSM offers individual
"Medicare Plus Blue Advantage Plan" policies with
benefits generally superior to the current Hartford
group policy. The BCBSM coverage incorporates Part
D Rx coverage. Muskegon/Newaygo/Ottawa/Kent
Counties. Plan A=$0; Plan B=$47; Plan C=$57; Plan
0=$114 (Ask for prices for other Michigan Counties).


You are encourage to attend one of the following meetings to learn more
about these changes and your options:
    •   Monday, November 19, 2007, 1:30PM
    •   Tuesday, November 20, 2007, 1:30 PM
GROUP B

Benefits You Currently Receive:
Medicare Supplement                                        Prescription Benefit
The City pays a flat $50.00 monthly stipend to Magna       The City pays a flat $41.00 monthly stipend
Care to partially offset costs of a group MediGap policy   to Magna Care for a Medicare Part D Rx
(through Hartford Insurance). The retiree pays any         benefit. The retiree pays any amount over
amount over the $50.00 city contribution directly to       the $41.00 city contribution directly to
Magna Care. Total premiums are age-based and range         Magna Care.
from $86 to $259.


Your Future Benefit:
The City will pay a flat $50.00 monthly stipend to you     The City will pay a flat $41.00 monthly
(included in your monthly pension check) to partially      stipend to you (included in your monthly
offset costs of an individual MediGap policy as            pension check). You may use this money as
selected by the retiree. You may use this money as         you choose.
you choose.
                                                           The Magna Care program you currently
Example: Currently, BCBSM offers individual                participate in will continue to be available,
"Medicare Supplement" policies with benefits               but you will be billed the full cost.
generally superior to the current Hartford group
policy. Plan A=$35.24; Plan C=$107.09 per month.           2008 BCBSM Prescription Blue Premium
                                                           Option A= $36.50; Option B = $42.50

Optional Future Benefit:
The City will pay a flat $91.00 monthly stipend to the     Part D Prescription Benefits are
retiree (included in their pension check) You may use      incorporated in the BCBSM Medicare Plus
this money as you choose.                                  Blue Advantage Plan.

Example: Currently BCBSM offers individual "Medicare
Plus Blue Advantage Plan" policies with benefits
generally superior to the current Hartford group
policy. The BCBSM coverage incorporates Part D Rx
coverage. Muskegon/Newaygo/Ottawa/Kent Counties
Plan A=$0; Plan 8=$47; Plan C=$57; Plan D=$114 (Ask
for prices for other Michigan Counties).


You are encourage to attend one of the following meetings to learn more
about these changes and your options:
   • Thursday, November 15, 2007, 1:30PM
    •   Friday, November 16, 2007, 1:30PM
GROUP C

Benefits You Currently Receive:
Medicare Supplement                                        Prescription Benefit
The City pays a flat $50.00 monthly stipend to Magna       None.
Care to partially offset costs of a group MediGap policy
(through Hartford Insurance). The retiree pays any
amount over the $SO.OD city contribution directly to
Magna Care. Total premiums are age-based and range
from $86 to $259.


Your Future Benefit:
The City will pay a flat $50.00 monthly stipend to you     None.
(included in your monthly pension check) to partially
offset costs of an individual MediGap policy as
selected by the retiree. You may use this money as
you choose.

Example 1: Currently, BCBSM offers individual
"Medicare Supplement" policies with benefits
generally superior to the current Hartford group
policy. Plan A=$35.24; Plan C=$107.09 per month.

Example 2: Currently BCBSM offers individual
"Medicare Plus Blue Advantage Plan" policies with
benefits generally superior to the current Hartford
group policy. The BCBSM coverage incorporates Part
D Rx coverage. Muskegon/Newaygo/Ottawa/Kent
Counties. Plan A=$0; Plan B=$47; Plan C=$57; Plan
D=$114 (Ask for prices for other Michigan Counties).


You are encourage to attend one of the following meetings to learn more
about these changes and your options:
    •   Thursday, November 15, 2007, 1:30PM
    •   Friday, November 16, 2007, 1:30PM
GROUP D

Benefits You Currently Receive:
Medicare Supplement                                      Prescription Benefit
You have previously elected to "opt out" of the City's   The City pays a flat $41.00 monthly stipend
Retiree Healthcare program and instead receive a         to Magna Care for a Medicare Part D Rx
$50.00 per month payment included in your pension        benefit. You pay any amount over the
check.                                                   $41.00 city contribution directly to Magna
                                                         Care.


Your Future Benefit:
No Change.                                               The City will pay a flat $41.00 monthly
                                                         stipend to you (included in your monthly
                                                         pension check). You may use this money as
                                                         you choose.

                                                         The Magna Care program you currently
                                                         participate in will continue to be available,
                                                         but you will be billed the full cost.

                                                         2008 BCBSM Prescription Blue Premium
                                                         Option A= $36.50; Option B = $42.50


You are encourage to attend one of the following meetings to learn more
about these changes and your options:
    •   Thursday, November 15, 2007, 1:30PM
    •   Friday, November 16, 2007, 1:30PM
GROUPE

Benefits You Currently Receive:
Medicare Supplement                                       Prescription Benefit
You are covered under the City's self-funded Medicare     The City pays a flat $41.00 monthly stipend to
supplement policy.                                        Magna Care for a Medicare Part D Rx benefit.
                                                          You pay any amount over the $41.00 city
                                                          contribution directly to Magna Care.


Your Future Benefit:
No change                                                 The City will pay a flat $41.00 monthly stipend to
                                                          you (included in your monthly pension check).
                                                          You may use this money as you choose.

                                                          The Magna Care program you currently
                                                          participate in will continue to be available, but
                                                          you will be billed the full cost.

                                                          2008 BCBSM Prescription Blue Premium Option A
                                                          = $36.50; Option B = $42.50


Optional Future Benefit:
The City will pay a flat $SO.OD monthly stipend to you    The City will pay a flat $41.00 monthly stipend to
(included in your pension check). You may use this        you (included in your monthly pension check).
money as you choose.                                      You may use this money as you choose.

Example 1: Currently, BCBSM offers individual             The Magna Care program you currently
"Medicare Supplement" policies with benefits              participate in will continue to be available, but
generally superior to the current City's self-funded      you will be billed the full cost.
Medicare supplement policy. Plan A=$35.24; Plan
C=$107.09 per month.                                      2008 BCBSM Prescription Blue Premium Option A
                                                          = $36.50; Option B = $42.50
Example 2: Currently BCBSM offers individual
"Medicare Plus Blue Advantage Plan" policies with         Example 2 "Medicare Plus Blue Advantage Plan"
benefits generally superior to the current City's self-   incorporates Medicare Part D Rx coverage.
funded Medicare supplement policy. The BCBSM
coverage incorporates Part D Rx coverage.
Muskegon/Newaygo/Ottawa/Kent Counties
Plan A=$0; Plan 8=$47; Plan C=$57; Plan D=$114 (Ask
for prices for other Michigan Counties).
You are encourage to attend one of the following meetings to learn more about
these changes and your options:
    •   Thursday, November 15, 2007, 1:30PM
    •   Friday, November 16, 2007, 1:30PM
GROUP F

Benefits You Currently Receive:
Medicare Supplement                        Prescription Benefit
None                                       The City pays a flat $41.00 monthly stipend
                                           to Magna Care for a Medicare Part D Rx
                                           benefit. You pay any amount over the
                                           $41.00 city contribution directly to Magna
                                           Care.


Your Future Benefit:
No change                                  The City will pay a flat $41.00 monthly
                                           stipend to you {included in your monthly
                                           pension check). You may use this money as
                                           you choose.

                                           The Magna Care program you currently
                                           participate in will continue to be available,
                                           but you will be billed the full cost.

                                           2008 BCBSM Prescription Blue Premium
                                           Option A= $36.50; Option B = $42.50


You are encourage to attend one of the following meetings to learn more
about these changes and your options:
   • Thursday, November 15, 2007, 1:30PM
   •   Friday, November 16, 2007, 1:30PM
GROUP G

Benefits You Currently Receive:
Medicare Supplement                                         Prescription Benefit
You have previously elected to "opt out" of the City's      Rx coverage for this group is through the
Retiree Healthcare program and instead receive a            City's self-funded program administered by
$50.00 per month payment included in your pension           Priority Health.
check.


Your Future Benefit:
No change                                                   No change


Optional Future Benefit:
The City will pay a flat ($91.00 single; $182.00 married)   You will no longer be covered under the
monthly stipend to the retiree (included in their           City's self-funded prescription program but
pension check) plus a one-time payment of $1,000.           may choose to utilize the payments made to
You may use this money as you choose.                       you to select a Medicare/Rx program.

Example: Currently BCBSM offers individual
"Medicare Plus Blue Advantage Plan" policies with
benefits generally superior to the current Hartford
group policy. The BCBSM coverage incorporates Part
D Rx coverage. Muskegon/Newaygo/Ottawa/Kent
Counties
Plan A=$0; Plan B=$47; Plan C=$57; Plan D=$114 (Ask
for prices for other Michigan Counties).


You are encourage to attend one of the following meetings to learn more
about these changes and your options:
   • Monday, November 19, 2007, 1:30PM
    •   Tuesday, November 20, 2007, 1:30 PM
GROUP H

Benefits You Currently Receive:
Medicare Supplement                                       Prescription Benefit
You are covered under the City's self-funded Medicare     None.
supplement policy.


Your Future Benefit:
No change                                                 None.


Optional Future Benefit:
The City will pay a flat $50.00 monthly stipend to you    None.
(included in your pension check). You may use this
money as you choose.

Example 1: Currently, BCBSM offers individual
"Medicare Supplement" policies with benefits
generally superior to the current City's self-funded
Medicare supplement policy. Plan A=$35.24; Plan
C=$107 .09 per month.

Example 2: Currently BCBSM offers individual
"Medicare Plus Blue Advantage Plan" policies with
benefits generally superior to the current City's self-
funded Medicare supplement policy. The BCBSM
coverage incorporates Part D Rx coverage.
Muskegon/Newaygo/Ottawa/Kent Counties
Plan A=$0; Plan B=$47; Plan C=$57; Plan D=$114 (Ask
for prices for other Michigan Counties).


You are encourage to attend one of the following meetings to learn more
about these changes and your options:
    • Thursday, November 15, 2007, 1:30PM
    •   Friday, November 16, 2007, 1:30PM
GROUP I

Benefits You Currently Receive:
Medicare Supplement                                         Prescription Benefit
You are covered under the City's self-funded Medicare       Rx coverage for this group is through the
supplement policy.                                          City's self-funded program administered by
                                                            Priority Health.



Your Future Benefit:
No change                                                   No change



Optional Future Benefit:
The City will pay a flat ($91.00 single; $182.00 married)   You will no longer be covered under the
monthly stipend to the retiree (included in their           City's self-funded prescription program but
pension check) plus a one-time payment of $1,000.           may choose to utilize the payments made to
You may use this money as you choose.                       you to select a Medicare/Rx program.

Example: Currently BCBSM offers individual
"Medicare Plus Blue Advantage Plan" policies with
benefits generally superior to the current City self-
funded Medicare supplement policy. The BCBSM
coverage incorporates Part D Rx coverage.
Muskegon/Newaygo/Ottawa/Kent Counties
Plan A=$0; Plan 8=$47; Plan C=$57; Plan D=$114 (Ask
for prices for other Michigan Counties).


You are encourage to attend one of the following meetings to learn more
about these changes and your options:
    • Monday, November 19, 2007, 1:30PM
    •   Tuesday, November 20, 2007, 1:30 PM
GROUPJ

Benefits You Currently Receive:
Medicare Supplement                                         Prescription Benefit
None.                                                       Rx coverage for this group is through the
                                                            City's self-funded program administered by
                                                            Priority Health.


Your Future Benefit:
No change                                                   No change


Optional Future Benefit:
The City will pay a flat ($91.00; single $182.00 married)   You will no longer be covered under the
monthly stipend to the retiree (included in their           City's self-funded prescription program but
pension check) plus a one-time payment of $1,000.           may choose to utilize the payments made to
You may use this money as you choose.                       you to select a Medicare/Rx program.

Example: Currently BCBSM offers individual
"Medicare Plus Blue Advantage Plan" policies with
benefits generally superior to the current Hartford
group policy. The BCBSM coverage incorporates Part
D Rx coverage. Muskegon/Newaygo/Ottawa/Kent
Counties
Plan A=$0; Plan B=$47; Plan C=$57; Plan D=$114 (Ask
for prices for other Michigan Counties).

You are encourage to attend one of the following meetings to learn more
about these changes and your options:
   • Monday, November 19, 2007, 1:30PM
    •   Tuesday, November 20, 2007, 1:30 PM
Police and Fire Retirees Turning 65 in 2008

Benefits After Turning Age 65                               (Medicare Eligible):
Medicare Supplement                                          Prescription Benefit
You are covered under the City's self-funded Medicare        Rx coverage for this group is through the
supplement policy.                                           City's self-funded program administered by
                                                             Priority Health.


Future Benefit Option 1:
The City will pay a flat $50.00 monthly stipend to you       No Change.
(included in your monthly pension check) to partially
offset costs of an individual MediGap policy as
selected by the retiree. You may use this money as
you choose.


Example: Currently BCBSM offers individual
"Medicare Supplement" policies with benefits
generally superior to the current City self-funded
Medicare supplement policy. Plan A=$35.24; Plan
C=$107.09.


Future Benefit Option 2:
The City will pay a flat ($91.00 single; $182.00 married)    You will no longer be covered under the
monthly stipend to the retiree (included in their            City's self-funded prescription program but
pension check) plus a one-time payment of $1,000.            may choose to utilize the payments made to
You may use this money as you choose.                        you to select a Medicare/Rx program.

Example: Currently BCBSM offers individual
"Medicare Plus Blue Advantage Plan" policies with
benefits generally superior to the current City's self-
funded Medicare supplement policy. The BCBSM
coverage incorporates Part D Rx coverage.
Muskegon/Newaygo/Ottawa/Kent Counties
Plan A=$0; Plan B=$47; Plan C=$57; Plan D=$114 (Ask
for prices for other Michigan Counties).


You are encourage to attend one of the following meetings to learn more
about these changes and your options:
    •   Monday, November 19, 2007, 1:30PM
    •   Tuesday, November 20, 2007, 1:30 PM
General Retirees Turning 65 in 2008

Benefits After Turning Age 65                             (Medicare Eligible}:
Medicare Supplement                                         Prescription Benefit
You are covered under the City's self-funded Medicare       None.
supplement policy.


Optional Future Benefit:
The City will pay a flat $50.00 monthly stipend to you      The City will pay a flat $41.00 monthly
(included in your pension check). You may use this          stipend to you (included in your monthly
money as you choose.                                        pension check). You may use this money as
                                                            you choose.
Example 1: Currently, BCBSM offers individual
"Medicare Supplement" policies with benefits               The Magna Care program currently offers a
generally superior to the current City's self-funded       Part D Rx Plan you may choose to participate
Medicare supplement policy. Plan A=$35.24; Plan            in, but you will be billed the full cost.
C=$107.09 per month.
                                                           2008 BCBSM Prescription Blue Premium
Example 2: Currently BCBSM offers individual               Option A= $36.50; Option B = $42.50
"Medicare Plus Blue Advantage Plan" policies with
benefits generally superior to the current City's self-
funded Medicare supplement policy. The BCBSM
coverage incorporates Part D Rx coverage.
Muskegon/Newaygo/Ottawa/Kent Counties
Plan A=$0; Plan 8=$47; Plan C=$57; Plan D=$114 (Ask
for prices for other Michigan Counties).


You are encourage to attend one of the following meetings to learn more
about these changes and your options:
   • Thursday, November 15, 2007, 1:30PM
    •   Friday, November 16, 2007, 1:30PM
 Date:    November 13, 2007

To:      Honorable Mayor and City Commissioners

From:       Finance Director

RE:     Banking Services RFP



SUMMARY OF REQUEST: The City recently solicited proposals for banking services. In
accordance with City policy, four banks having physical locations within the city were invited to participate:
Comerica, Fifth-Third, Huntington (current service provider), and National City. City staff spent a full day
interviewing the banks and viewing online product service demonstrations. Interviews were conducted prior
to opening price proposals so that staff could evaluate service depth and quality independent of pricing.
The RFP results are summarized as follows:

                                                                      Financial Strength
                                     Avg. Staff      Annualized      (Highline Peer Group
                                      Ranking           Price        Composite Rating as
                                    (4=Highest)       Proposal            of 06/2007)

                  Comerica               2.25          $26,027.17               47

                  Fifth~Third            3.25          $20,029.91               50

                  Huntington             2.75          $24,961.00               22

                 National City           2.00          $46,709.07               21

After reviewing proposals and checking references, staff recommends that Fifth-Third Bank be selected to
provide this service.

FINANCIAL IMPACT: Banking services are extremely important to the city. We are heavy users of
non-traditional services such as lockbox remittance processing, procurement cards, ACH disbursements,
and other services which I estimate are equivalent to 2-3 full-time staff positions. The quality and reliability of
service is paramount to pricing which is why staff ranks the banks before looking at price proposals. We
were fully prepared to recommend to you the institution we felt had the best range of services, even if they
were not the lowest priced. However, we are fortunate the process has resulted in recommendation of the
highest ranking, lowest cost and financially strongest bank.

BUDGET ACTION REQUIRED: None.

STAFF RECOMMENDATION: Selection of Fifth-Third Bank to provide banking services to the city
through the year 2014.

COMMITTEE RECOMMENDATION: None.
                                                                             Fifth Third Bank
                                                                              Grand Rapids
                                                                                    Ml
                                                                            Key Financial Data
                                                                            FDIC Certificate #
                                                                                     993

                                                     JUN07          MAR07              DECOS          SEP06                  JUN06           DECOS             DEC04        DEC0J

Assets {Thousands)                                   49,501,643         47,845,701     48,441,275     48,969,650             48,259,297     47,605,076         37,844,547   37,150,291

HIGHLINE PEER GROUP RATING                                     50              53              55               54                    53               53              41            65


RATING COMPONENTS

Capital Adequacy
  Core Capital as% of Assets                             11.21              11,81          11.26          10.92                  10.65              10.54           9.39           8.77
  Peer Group Ranking                                           88              91              88            83                       85               85              81           81
Asset Quality
  Non-Performing as% of Loans                                1.09            0.95           0.81               0.72                  0.71            0.66           0.74           0.81
  Peer Group Ranking                                           19              18              23               34                    31               37              36           56
Earnings
       •
  YT Operating Profit as% of Assets                          2.09            2.10           2.11               2.19                  2.19            1.99           1.59           2.83
  Peer Group Ranking                                           67              70              67               66                    69               50              30           78
Liquidity
  Liquid Assets as% of Liabilities                           6.76            6.82           9.78               4.14                  3.08           4.24            4.70           8.96
  Peer Group Ranking                                           34              34              52               20                    13               16              30           56



                                                                          Peer Group Rankings




                             j   • Capital Adequacy I                                                                                       • Asset Quality
 100                                                                                                100
  90                                                                                                 90
  80                                                                                                 80+----------------------
  70                                                                                                 70+----------------------
  60                                                                                                 60
  50                                                                                                 50
  40                                                                                                 40
  30                                                                                                 30+---------
  20                                                                                                 20
  10                                                                                                 10
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                                       • Earnings                                                                                                • Liquidity

 100                                                                                                100
  90                                                                                                 90
  80                                                                                                 80
  70                                                                                                 70
 60                                                                                                  60           -----------
 50                                                                                                  50




                                                                                                                 rl                                            .1.I=
 40                                                                                                  40
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                                                                                                                                                                                   .,2.001, 93(c)

jl} Fifth Third Bank                                                                                {Name and Address of Bank)

                                                          ,1)         CORPORUERESOLUTION                                            fa,p,y,c!DNo.JJ" ~0()                    t/s2-"1.,
              I. the undersigned, Secretary of _                  _ _,O,c_c,_/'_LM~~,1/.='.J,,l{l~c[,..,,.,MJ~=J,J~_________________
                                                     __,~~/~/.c.,,;.L
a wiporntion organized under the laws of the State of           /11/tJ/;1 (;,'Qµ                , du hereby ce11ify that at a duly called meeting of the Board of Directors of said corpora-

tion held on,                                 a quorum being preoent, the following resolution was duly adopted and is set fonh in the minute> of the said meeting; and that the said
resolution had !lut bfrll ~bd110cd or mOdutl!d, and that there ls nothing in the regu!atluns, by-laws, or directors' or stockholders' re.solutions of said corporation which in any way
limits or restricts its borrowing power or con.flkts with sald resolution.
        -.                     -.. - '-       RESOLVED, That --·-----------,,"N',o",,c,c,,,.' said Uank
                                   aguin>t any and all loss, cost, damage or expense st1ffered or incnne) or person(s), to sign and deliver on behalf of this corporation notes 01" leases therefor, and
                                   to pledge or mongage al! or any of tl1e assets of this corporation as secrnity for such loans or leases under sttch tenns and conditions a~ may seem
                                   advisable to such officer{s) 1;1r pe1·.1on(.1); and also are he1eby authorized to endorse in the name of this corporall\ln and to negotiate to said Flank all
                                   lll" any of the notes, bills receivable, acwnnt> receivable and assets-of this corpo1ation upon such terms us may acem advisable to such office1(s) or
                                   person{s).
                                                   BE rr FURTHER RESOLVED, ·n1at the de~ignation of the Bank as a depo>itory for Ihis corporation nnd the grants \lf the fmcgoing
                                   authority to said officcr{s) or person(.>) shall coolinue until u certified copy of a resolution of this Board 1evoki11g or changing said designation of
                                   authority is filed with said Bank by this corpo1ation.
                                                  BE IT FURTHER RESOLVED, That this resolution and tile tenns and conditions appearing on the signature card(s) constitute the
                                   Deposit Agrccrncll!(S) between this corporation and the Jlank and that the Sccrelaiy uf this corpornuon is empowered to subscribe to such Deposit
                                   Agreement(s) on behalf of this corporation.
                                                  BE lT FURTHER RESOLVED, That the persons or officers identified immediately above arc he1eby autholizcd to GUARANTEE the
                                   payment of the debts, loans, leas~s, or other indebtedness of another, for such limes and for such sums of money and upon sudt te1ms as may seem
                                   advisable to such officer(>) or peison(s); to sign and deliver on bctfolf of this corpotution guarantee bonds or other documents therefor as may be
                                   1eqoircd; and to pledge ot mo1tgage all 01· any of the nssels of this corporation ns secttrlly for such g11nrnntees or us security for the obliga1ion1 of
                                   others under such te1ms ond conditions us may seem advisable lo Stich officcr(s) or peison(s),
                       BE IT FURTHER RESOLVED, Thnt a11y one of those officer(s) or person(,,) described in the preceding paragraphs, as well as a11y one of the
                       following;
TREASURY
r-.-lANAGEMENTSERVICES _ _ _ _~ ~ - - - - - - - - - - - - - - - - - - - - ~ ~ - - - - - - - ~ - - - - -
   lmes!i!!£,
   Qill)'.ofoffker~
                           }                       HNl:l.VU.
                                                   -   -
                                                                            ,0/,c,~c,,-,,,_,
                                                                            -       --
                                                                                                                                    '//h?HR..I
                                                                                                                                    -     -
                                                                                                                                                              ...r ,/~

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