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Home My WebLink About10-23-17-RAPPROVAL OF AGENDA PUBLIC INQUIRIES/INFORMATIONAL Public inquiries/informational is an opportunity for citizens to bring to the Council ’s attention any items not currently on the agenda. In addressing the Council, please state your name and address for the record, and a brief summary of the specific item being addressed to the Council. To allow adequate time for each person wishing to address the Council, we ask that individuals limit their comments to three (3) minutes. Written documents may be distributed to the Council prior to the meeting, or as bench copies, to allow a more timely presentation. STAFF COMMENTS Rice Creek Commons (TCAAP) And Joint Development Authority (JDA) Update William S. Joynes, Sr., City Administrator MEMO.PDF County Road I/Old Highway 8 Update Sue Polka, Public Works Director/City Engineer MEMO.PDF APPROVAL OF MINUTES September 18, 2017 City Council Work Session 09 -18 -17 -WS.PDF September 25, 2017 Special City Council Work Session 09 -25 -17 -SWS.PDF September 25, 2017 Regular City Council 09 -25 -17 -R.PDF CONSENT CALENDAR Those items listed under the Consent Calendar are considered to be routine by the City Council and will be enacted by one motion under a Consent Calendar format. There will be no separate discussion of these items, unless a Councilmember so requests, in which event, the item will be removed from the general order of business and considered separately in its normal sequence on the agenda. Motion To Approve Claims And Payroll Dave Perrault, Interim Director of Finance and Administrative Services Ashley Bertrand, Accounting Analyst MEMO.PDF Motion To Approve Development Fee And Utility Rate Study –Ehlers Inc. Dave Perrault, Interim Director of Finance and Administrative Services MEMO.PDF ATTACHMENT A.PDF Motion To Accept 2016 Third Quarter Actuals MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF Motion To Approve Resolution 2017 -040 Designating 2018 Polling Places Julie Hanson, City Clerk MEMO.PDF ATTACHMENT A.PDF Motion To Approve Resolution 2017 -041 Authorizing The Application For Recycling SCORE Grant Funds From Ramsey County Matthew Bachler, Senior Planner MEMO.PDF ATTACHMENT A.PDF Motion To Approve Resolution 2017 -042 Authorizing The Submittal Of A Minnesota Investment Fund State Funded RLF Request For One -Time Exception Matthew Bachler, Senior Planner MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF Motion To Approve Master And Final Planned Unit Development Agreement With Hawkeye Hotels For Marriott Springhill Suites At 3920 Northwoods Matthew Bachler, Senior Planner MEMO.PDF ATTACHMENT A.PDF Motion To Authorize The Purchase Of A 2017 Towmaster Trailer Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF Motion To Authorize The Purchase And Installation Of Case Loader Tires Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF Motion To Approve Final Payment No. 4 –Lift Station No. 11 Rehabilitation Project Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF Motion To Approve The Scope And Fee For Final Design And Bidding Services For County Road F Watermain Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF Motion To Authorize Sanitary Sewer Line Root Control Service Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF PULLED CONSENT ITEMS Those items that are pulled from the Consent Calendar will be removed from the general order of business and considered separately in its normal sequence on the agenda. PUBLIC HEARINGS Highway Improvements For State Project 6205 -39 US 10, 135W To CR 96 Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF NPDES Annual Storm Water Meeting Sue Polka, Public Works Director/City Engineer MEMO.PDF Comcast Cable Franchise Agreement Dave Perrault, Interim Director of Finance and Administrative Services MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF ATTACHMENT D.PDF NEW BUSINESS Johanna Marsh Playground Equipment Grant Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF UNFINISHED BUSINESS COUNCIL COMMENTS ADJOURN Mayor: David Grant Councilmembers: Brenda Holden Fran Holmes Dave McClung Steve Scott Regular City Council Agenda October 23, 2017 7:00 p.m. City Hall Address: 1245 W Highway 96 Arden Hills MN 55112 Phone: 651 -792 -7800 Website : www.cityofardenhills.org City Vision Arden Hills is a strong community that values its unique environmental setting, strong residential neighborhoods, vital business community, well -maintained infrastructure, fiscal soundness, and our long -standing tradition as a desirable City in which to live, work, and play. CALL TO ORDER 1. 2. 3. 3.A. Documents: 3.B. Documents: 4. 4.A. Documents: 4.B. Documents: 4.C. Documents: 5. 5.A. Documents: 5.B. Documents: 5.C. Documents: 5.D. Documents: 5.E. Documents: 5.F. Documents: 5.G. Documents: 5.H. Documents: 5.I. Documents: 5.J. Documents: 5.K. Documents: 5.L. Documents: 6. 7. 7.A. Documents: 7.B. Documents: 7.C. Documents: 8. 8.A. Documents: 9. 10. APPROVAL OF AGENDAPUBLIC INQUIRIES/INFORMATIONALPublic inquiries/informational is an opportunity for citizens to bring to the Council ’s attention any items not currently on the agenda. In addressing the Council, please state your name and address for the record, and a brief summary of the specific item being addressed to the Council. To allow adequate time for each person wishing to address the Council, we ask that individuals limit their comments to three (3) minutes. Written documents may be distributed to the Council prior to the meeting, or as bench copies, to allow a more timely presentation.STAFF COMMENTSRice Creek Commons (TCAAP) And Joint Development Authority (JDA) UpdateWilliam S. Joynes, Sr., City Administrator MEMO.PDFCounty Road I/Old Highway 8 UpdateSue Polka, Public Works Director/City Engineer MEMO.PDFAPPROVAL OF MINUTESSeptember 18, 2017 City Council Work Session 09 -18 -17 -WS.PDF September 25, 2017 Special City Council Work Session 09 -25 -17 -SWS.PDF September 25, 2017 Regular City Council 09 -25 -17 -R.PDF CONSENT CALENDAR Those items listed under the Consent Calendar are considered to be routine by the City Council and will be enacted by one motion under a Consent Calendar format. There will be no separate discussion of these items, unless a Councilmember so requests, in which event, the item will be removed from the general order of business and considered separately in its normal sequence on the agenda. Motion To Approve Claims And Payroll Dave Perrault, Interim Director of Finance and Administrative Services Ashley Bertrand, Accounting Analyst MEMO.PDF Motion To Approve Development Fee And Utility Rate Study –Ehlers Inc. Dave Perrault, Interim Director of Finance and Administrative Services MEMO.PDF ATTACHMENT A.PDF Motion To Accept 2016 Third Quarter Actuals MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF Motion To Approve Resolution 2017 -040 Designating 2018 Polling Places Julie Hanson, City Clerk MEMO.PDF ATTACHMENT A.PDF Motion To Approve Resolution 2017 -041 Authorizing The Application For Recycling SCORE Grant Funds From Ramsey County Matthew Bachler, Senior Planner MEMO.PDF ATTACHMENT A.PDF Motion To Approve Resolution 2017 -042 Authorizing The Submittal Of A Minnesota Investment Fund State Funded RLF Request For One -Time Exception Matthew Bachler, Senior Planner MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF Motion To Approve Master And Final Planned Unit Development Agreement With Hawkeye Hotels For Marriott Springhill Suites At 3920 Northwoods Matthew Bachler, Senior Planner MEMO.PDF ATTACHMENT A.PDF Motion To Authorize The Purchase Of A 2017 Towmaster Trailer Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF Motion To Authorize The Purchase And Installation Of Case Loader Tires Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF Motion To Approve Final Payment No. 4 –Lift Station No. 11 Rehabilitation Project Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF Motion To Approve The Scope And Fee For Final Design And Bidding Services For County Road F Watermain Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF Motion To Authorize Sanitary Sewer Line Root Control Service Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF PULLED CONSENT ITEMS Those items that are pulled from the Consent Calendar will be removed from the general order of business and considered separately in its normal sequence on the agenda. PUBLIC HEARINGS Highway Improvements For State Project 6205 -39 US 10, 135W To CR 96 Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF NPDES Annual Storm Water Meeting Sue Polka, Public Works Director/City Engineer MEMO.PDF Comcast Cable Franchise Agreement Dave Perrault, Interim Director of Finance and Administrative Services MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF ATTACHMENT D.PDF NEW BUSINESS Johanna Marsh Playground Equipment Grant Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF UNFINISHED BUSINESS COUNCIL COMMENTS ADJOURN Mayor:David Grant Councilmembers:Brenda Holden Fran HolmesDave McClungSteve Scott Regular City Council AgendaOctober 23, 20177:00 p.m. City Hall Address:1245 W Highway 96 Arden Hills MN 55112 Phone:651 -792 -7800 Website : www.cityofardenhills.org City VisionArden Hills is a strong community that values its unique environmental setting, strong residential neighborhoods, vital business community, well -maintained infrastructure, fiscal soundness, and our long -standing tradition as a desirable City in which to live, work, and play.CALL TO ORDER1.2.3.3.A.Documents:3.B.Documents:4.4.A. Documents: 4.B. Documents: 4.C. Documents: 5. 5.A. Documents: 5.B. Documents: 5.C. Documents: 5.D. Documents: 5.E. Documents: 5.F. Documents: 5.G. Documents: 5.H. Documents: 5.I. Documents: 5.J. Documents: 5.K. Documents: 5.L. Documents: 6. 7. 7.A. Documents: 7.B. Documents: 7.C. Documents: 8. 8.A. Documents: 9. 10. APPROVAL OF AGENDAPUBLIC INQUIRIES/INFORMATIONALPublic inquiries/informational is an opportunity for citizens to bring to the Council ’s attention any items not currently on the agenda. In addressing the Council, please state your name and address for the record, and a brief summary of the specific item being addressed to the Council. To allow adequate time for each person wishing to address the Council, we ask that individuals limit their comments to three (3) minutes. Written documents may be distributed to the Council prior to the meeting, or as bench copies, to allow a more timely presentation.STAFF COMMENTSRice Creek Commons (TCAAP) And Joint Development Authority (JDA) UpdateWilliam S. Joynes, Sr., City Administrator MEMO.PDFCounty Road I/Old Highway 8 UpdateSue Polka, Public Works Director/City Engineer MEMO.PDFAPPROVAL OF MINUTESSeptember 18, 2017 City Council Work Session09-18 -17 -WS.PDFSeptember 25, 2017 Special City Council Work Session09-25 -17 -SWS.PDFSeptember 25, 2017 Regular City Council09-25 -17 -R.PDFCONSENT CALENDARThose items listed under the Consent Calendar are considered to be routine by the City Council and will be enacted by one motion under a Consent Calendar format. There will be no separate discussion of these items, unless a Councilmember so requests, in which event, the item will be removed from the general order of business and considered separately in its normal sequence on the agenda.Motion To Approve Claims And PayrollDave Perrault, Interim Director of Finance and Administrative ServicesAshley Bertrand, Accounting Analyst MEMO.PDFMotion To Approve Development Fee And Utility Rate Study –Ehlers Inc.Dave Perrault, Interim Director of Finance and Administrative Services MEMO.PDFATTACHMENT A.PDFMotion To Accept 2016 Third Quarter ActualsMEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFATTACHMENT C.PDFMotion To Approve Resolution 2017 -040 Designating 2018 Polling PlacesJulie Hanson, City Clerk MEMO.PDF ATTACHMENT A.PDF Motion To Approve Resolution 2017 -041 Authorizing The Application For Recycling SCORE Grant Funds From Ramsey County Matthew Bachler, Senior Planner MEMO.PDF ATTACHMENT A.PDF Motion To Approve Resolution 2017 -042 Authorizing The Submittal Of A Minnesota Investment Fund State Funded RLF Request For One -Time Exception Matthew Bachler, Senior Planner MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF Motion To Approve Master And Final Planned Unit Development Agreement With Hawkeye Hotels For Marriott Springhill Suites At 3920 Northwoods Matthew Bachler, Senior Planner MEMO.PDF ATTACHMENT A.PDF Motion To Authorize The Purchase Of A 2017 Towmaster Trailer Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF Motion To Authorize The Purchase And Installation Of Case Loader Tires Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF Motion To Approve Final Payment No. 4 –Lift Station No. 11 Rehabilitation Project Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF Motion To Approve The Scope And Fee For Final Design And Bidding Services For County Road F Watermain Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF Motion To Authorize Sanitary Sewer Line Root Control Service Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF PULLED CONSENT ITEMS Those items that are pulled from the Consent Calendar will be removed from the general order of business and considered separately in its normal sequence on the agenda. PUBLIC HEARINGS Highway Improvements For State Project 6205 -39 US 10, 135W To CR 96 Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF NPDES Annual Storm Water Meeting Sue Polka, Public Works Director/City Engineer MEMO.PDF Comcast Cable Franchise Agreement Dave Perrault, Interim Director of Finance and Administrative Services MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF ATTACHMENT D.PDF NEW BUSINESS Johanna Marsh Playground Equipment Grant Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF UNFINISHED BUSINESS COUNCIL COMMENTS ADJOURN Mayor:David Grant Councilmembers:Brenda Holden Fran HolmesDave McClungSteve Scott Regular City Council AgendaOctober 23, 20177:00 p.m. City Hall Address:1245 W Highway 96 Arden Hills MN 55112 Phone:651 -792 -7800 Website : www.cityofardenhills.org City VisionArden Hills is a strong community that values its unique environmental setting, strong residential neighborhoods, vital business community, well -maintained infrastructure, fiscal soundness, and our long -standing tradition as a desirable City in which to live, work, and play.CALL TO ORDER1.2.3.3.A.Documents:3.B.Documents:4.4.A.Documents:4.B.Documents:4.C.Documents:5.5.A.Documents:5.B.Documents:5.C.Documents:5.D. Documents: 5.E. Documents: 5.F. Documents: 5.G. Documents: 5.H. Documents: 5.I. Documents: 5.J. Documents: 5.K. Documents: 5.L. Documents: 6. 7. 7.A. Documents: 7.B. Documents: 7.C. Documents: 8. 8.A. Documents: 9. 10. APPROVAL OF AGENDAPUBLIC INQUIRIES/INFORMATIONALPublic inquiries/informational is an opportunity for citizens to bring to the Council ’s attention any items not currently on the agenda. In addressing the Council, please state your name and address for the record, and a brief summary of the specific item being addressed to the Council. To allow adequate time for each person wishing to address the Council, we ask that individuals limit their comments to three (3) minutes. Written documents may be distributed to the Council prior to the meeting, or as bench copies, to allow a more timely presentation.STAFF COMMENTSRice Creek Commons (TCAAP) And Joint Development Authority (JDA) UpdateWilliam S. Joynes, Sr., City Administrator MEMO.PDFCounty Road I/Old Highway 8 UpdateSue Polka, Public Works Director/City Engineer MEMO.PDFAPPROVAL OF MINUTESSeptember 18, 2017 City Council Work Session09-18 -17 -WS.PDFSeptember 25, 2017 Special City Council Work Session09-25 -17 -SWS.PDFSeptember 25, 2017 Regular City Council09-25 -17 -R.PDFCONSENT CALENDARThose items listed under the Consent Calendar are considered to be routine by the City Council and will be enacted by one motion under a Consent Calendar format. There will be no separate discussion of these items, unless a Councilmember so requests, in which event, the item will be removed from the general order of business and considered separately in its normal sequence on the agenda.Motion To Approve Claims And PayrollDave Perrault, Interim Director of Finance and Administrative ServicesAshley Bertrand, Accounting Analyst MEMO.PDFMotion To Approve Development Fee And Utility Rate Study –Ehlers Inc.Dave Perrault, Interim Director of Finance and Administrative Services MEMO.PDFATTACHMENT A.PDFMotion To Accept 2016 Third Quarter ActualsMEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFATTACHMENT C.PDFMotion To Approve Resolution 2017 -040 Designating 2018 Polling PlacesJulie Hanson, City Clerk MEMO.PDFATTACHMENT A.PDFMotion To Approve Resolution 2017 -041 Authorizing The Application For Recycling SCORE Grant Funds From Ramsey CountyMatthew Bachler, Senior Planner MEMO.PDFATTACHMENT A.PDFMotion To Approve Resolution 2017 -042 Authorizing The Submittal Of A Minnesota Investment Fund State Funded RLF Request For One -Time ExceptionMatthew Bachler, Senior Planner MEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFATTACHMENT C.PDFMotion To Approve Master And Final Planned Unit Development Agreement With Hawkeye Hotels For Marriott Springhill Suites At 3920 NorthwoodsMatthew Bachler, Senior Planner MEMO.PDFATTACHMENT A.PDFMotion To Authorize The Purchase Of A 2017 Towmaster TrailerSue Polka, Public Works Director/City Engineer MEMO.PDFATTACHMENT A.PDFMotion To Authorize The Purchase And Installation Of Case Loader TiresSue Polka, Public Works Director/City Engineer MEMO.PDFATTACHMENT A.PDFMotion To Approve Final Payment No. 4 –Lift Station No. 11 Rehabilitation ProjectSue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF Motion To Approve The Scope And Fee For Final Design And Bidding Services For County Road F Watermain Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF Motion To Authorize Sanitary Sewer Line Root Control Service Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF PULLED CONSENT ITEMS Those items that are pulled from the Consent Calendar will be removed from the general order of business and considered separately in its normal sequence on the agenda. PUBLIC HEARINGS Highway Improvements For State Project 6205 -39 US 10, 135W To CR 96 Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF NPDES Annual Storm Water Meeting Sue Polka, Public Works Director/City Engineer MEMO.PDF Comcast Cable Franchise Agreement Dave Perrault, Interim Director of Finance and Administrative Services MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF ATTACHMENT D.PDF NEW BUSINESS Johanna Marsh Playground Equipment Grant Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF UNFINISHED BUSINESS COUNCIL COMMENTS ADJOURN Mayor:David Grant Councilmembers:Brenda Holden Fran HolmesDave McClungSteve Scott Regular City Council AgendaOctober 23, 20177:00 p.m. City Hall Address:1245 W Highway 96 Arden Hills MN 55112 Phone:651 -792 -7800 Website : www.cityofardenhills.org City VisionArden Hills is a strong community that values its unique environmental setting, strong residential neighborhoods, vital business community, well -maintained infrastructure, fiscal soundness, and our long -standing tradition as a desirable City in which to live, work, and play.CALL TO ORDER1.2.3.3.A.Documents:3.B.Documents:4.4.A.Documents:4.B.Documents:4.C.Documents:5.5.A.Documents:5.B.Documents:5.C.Documents:5.D.Documents:5.E.Documents:5.F.Documents:5.G.Documents:5.H.Documents:5.I.Documents:5.J. Documents: 5.K. Documents: 5.L. Documents: 6. 7. 7.A. Documents: 7.B. Documents: 7.C. Documents: 8. 8.A. Documents: 9. 10. APPROVAL OF AGENDAPUBLIC INQUIRIES/INFORMATIONALPublic inquiries/informational is an opportunity for citizens to bring to the Council ’s attention any items not currently on the agenda. In addressing the Council, please state your name and address for the record, and a brief summary of the specific item being addressed to the Council. To allow adequate time for each person wishing to address the Council, we ask that individuals limit their comments to three (3) minutes. Written documents may be distributed to the Council prior to the meeting, or as bench copies, to allow a more timely presentation.STAFF COMMENTSRice Creek Commons (TCAAP) And Joint Development Authority (JDA) UpdateWilliam S. Joynes, Sr., City Administrator MEMO.PDFCounty Road I/Old Highway 8 UpdateSue Polka, Public Works Director/City Engineer MEMO.PDFAPPROVAL OF MINUTESSeptember 18, 2017 City Council Work Session09-18 -17 -WS.PDFSeptember 25, 2017 Special City Council Work Session09-25 -17 -SWS.PDFSeptember 25, 2017 Regular City Council09-25 -17 -R.PDFCONSENT CALENDARThose items listed under the Consent Calendar are considered to be routine by the City Council and will be enacted by one motion under a Consent Calendar format. There will be no separate discussion of these items, unless a Councilmember so requests, in which event, the item will be removed from the general order of business and considered separately in its normal sequence on the agenda.Motion To Approve Claims And PayrollDave Perrault, Interim Director of Finance and Administrative ServicesAshley Bertrand, Accounting Analyst MEMO.PDFMotion To Approve Development Fee And Utility Rate Study –Ehlers Inc.Dave Perrault, Interim Director of Finance and Administrative Services MEMO.PDFATTACHMENT A.PDFMotion To Accept 2016 Third Quarter ActualsMEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFATTACHMENT C.PDFMotion To Approve Resolution 2017 -040 Designating 2018 Polling PlacesJulie Hanson, City Clerk MEMO.PDFATTACHMENT A.PDFMotion To Approve Resolution 2017 -041 Authorizing The Application For Recycling SCORE Grant Funds From Ramsey CountyMatthew Bachler, Senior Planner MEMO.PDFATTACHMENT A.PDFMotion To Approve Resolution 2017 -042 Authorizing The Submittal Of A Minnesota Investment Fund State Funded RLF Request For One -Time ExceptionMatthew Bachler, Senior Planner MEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFATTACHMENT C.PDFMotion To Approve Master And Final Planned Unit Development Agreement With Hawkeye Hotels For Marriott Springhill Suites At 3920 NorthwoodsMatthew Bachler, Senior Planner MEMO.PDFATTACHMENT A.PDFMotion To Authorize The Purchase Of A 2017 Towmaster TrailerSue Polka, Public Works Director/City Engineer MEMO.PDFATTACHMENT A.PDFMotion To Authorize The Purchase And Installation Of Case Loader TiresSue Polka, Public Works Director/City Engineer MEMO.PDFATTACHMENT A.PDFMotion To Approve Final Payment No. 4 –Lift Station No. 11 Rehabilitation ProjectSue Polka, Public Works Director/City Engineer MEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFMotion To Approve The Scope And Fee For Final Design And Bidding Services For County Road F WatermainSue Polka, Public Works Director/City Engineer MEMO.PDFATTACHMENT A.PDFMotion To Authorize Sanitary Sewer Line Root Control ServiceSue Polka, Public Works Director/City Engineer MEMO.PDFATTACHMENT A.PDFPULLED CONSENT ITEMSThose items that are pulled from the Consent Calendar will be removed from the general order of business and considered separately in its normal sequence on the agenda.PUBLIC HEARINGSHighway Improvements For State Project 6205 -39 US 10, 135W To CR 96 Sue Polka, Public Works Director/City Engineer MEMO.PDFATTACHMENT A.PDFNPDES Annual Storm Water Meeting Sue Polka, Public Works Director/City Engineer MEMO.PDFComcast Cable Franchise Agreement Dave Perrault, Interim Director of Finance and Administrative Services MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF ATTACHMENT D.PDF NEW BUSINESS Johanna Marsh Playground Equipment Grant Sue Polka, Public Works Director/City Engineer MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF UNFINISHED BUSINESS COUNCIL COMMENTS ADJOURN Mayor:David Grant Councilmembers:Brenda Holden Fran HolmesDave McClungSteve Scott Regular City Council AgendaOctober 23, 20177:00 p.m. City Hall Address:1245 W Highway 96 Arden Hills MN 55112 Phone:651 -792 -7800 Website : www.cityofardenhills.org City VisionArden Hills is a strong community that values its unique environmental setting, strong residential neighborhoods, vital business community, well -maintained infrastructure, fiscal soundness, and our long -standing tradition as a desirable City in which to live, work, and play.CALL TO ORDER1.2.3.3.A.Documents:3.B.Documents:4.4.A.Documents:4.B.Documents:4.C.Documents:5.5.A.Documents:5.B.Documents:5.C.Documents:5.D.Documents:5.E.Documents:5.F.Documents:5.G.Documents:5.H.Documents:5.I.Documents:5.J.Documents:5.K.Documents:5.L.Documents:6.7.7.A.Documents:7.B.Documents:7.C.Documents: 8. 8.A. Documents: 9. 10. Page 1 of 1 DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers FROM: William S. Joynes, Sr., City Administrator SUBJECT: Rice Creek Commons (TCAAP) and Joint Development Authority (JDA) Update A verbal update will be provided at the City Council meeting. STAFF COMMENTS – 3A MEMORANDUM Page 1 of 1 DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Sue Polka, Public Works Director/City Engineer SUBJECT: County Road I/Old Highway 8 Update A verbal update will be provided at the City Council meeting. STAFF COMMENTS – 3B MEMORANDUM Approved: October 23, 2017 CITY OF ARDEN HILLS, MINNESOTA CITY COUNCIL WORK SESSION SEPTEMBER 18, 2017 5:00 P.M. - ARDEN HILLS CITY COUNCIL CHAMBERS CALL TO ORDER/ROLL CALL Pursuant to due call and notice thereof, Mayor Grant called to order the City Council Work Session at 5:00 p.m. Present: Mayor David Grant, Councilmembers Brenda Holden, Dave McClung, Fran Holmes and Steve Scott Absent: None Also present: City Administrator William Joynes, Public Works Director/City Engineer Sue Polka, Interim Director of Finance and Admin Services Dave Perrault, Senior Planner Matthew Bachler, Deputy Clerk Jolene Trauba, Mounds View School District Board Members Marre Jo Sager and Sandra Westerman, and Mounds View School District Superintendent Chris Lennox 1. AGENDA ITEMS A. MOUNDS VIEW SCHOOL DISTRICT REFERENDUM Mounds View School District Superintendent Chris Lennox thanked to Council for allowing them to come discuss the bond request that will be on this fall’s election ballot. Mounds View School District Board Members Marre Jo Sager and Sandra Westerman gave a presentation with information relevant to the upcoming bond referendum. Councilmember Brenda Holden said she received a piece of literature that said the bond was being requested because of the pressure TCAAP will put on the schools and asked if the school district is using TCAAP as a reason for the bond. Ms. Westerman stated that TCAAP is a piece of projected enrollment growth, but not the driving force behind the bond request. She said there is a lot of existing development turnover happening now in the neighborhoods and other developments being built that are contributing to the enrollment. Councilmember Holden noted that there are already 2 levy line items on resident’s tax bill from the school district. ARDEN HILLS CITY COUNCIL WORK SESSION – SEPTEMBER 18, 2017 2 Councilmember Dave McClung said it is hard for taxpayers to differentiate an Operating levy from a Capital levy. Mayor David Grant requested a high level description of what will be done at Moundsview, Irondale, Chippewa and Highview schools as a result of the referendum passing. Ms. Westerman said Moundsview High School is the oldest building in the system. They will expand the second floor classrooms and add more with a net of seven classrooms. They will also add gymnasium space, cafeteria and update the HVAC system. She stated Chippewa is one of the newest buildings, but the entrance area will be updated to be more secure and a swimming pool will be added. Irondale will have the auditorium expanded, the pool shut down and a fitness space put in its place. Superintendent Lennox added that Highview would have a secured entrance and additional space for music. Councilmember Fran Holmes asked if the two schools that were closed would be reopened and how are they being used. Ms. Westerman replied that they are being used for Pre-Kindergarten and Kindergarten. Councilmember Steve Scott inquired about HVAC work at the schools. Superintendent Lennox said the HVAC work will be done on older systems as needed, and with any schools that have additions to the buildings. Ms. Westerman stated that the School Board would appreciate support from the Council individually or as a body and noted that property values are related to the level of schools. Mayor Grant responded that the Council as a body doesn’t take a position on how someone should vote but they can lend support individually if they choose. B. 2018 BUDGET DISCUSSION Interim Director of Finance and Admin Services Dave Perrault presented a slide show highlighting items in the Preliminary 2018 Budget. He stated home values are rising at 8.3%. Both the fiscal disparity and taxable value have increased by about 10%. He noted the budget is based on assuming no levy increase, a 2.5% COLA increase, a reduced antenna revenue, the police contract increasing by 4%, fire contract increasing by 6%, an increase in transfers of 24%, and a staffing increase of .5 FTE’s. He showed a scenario of a 3% increase in the levy, as well as the General Fund balance projection. Senior Planner Matthew Bachler discussed the EDA Revolving Loan Fund. The State Legislature passed a law giving the City a one time exception in which the City would be paid back 80% of the balance and the remaining 20% would be returned to the State. The 80% could be used anywhere in the City budget. As of December 2016, approximately $133,000 would be available (the Revolving Loan Fund balance is approximately $167,000). The City has until June of 2018 to decide if they would like to request the one time exception. If the City does not use the ARDEN HILLS CITY COUNCIL WORK SESSION – SEPTEMBER 18, 2017 3 one time exception the funds would have to be used based on the current revolving loan fund guidelines and the adopted business subsidy policy that the City has in place. Interim Director of Finance and Admin Services Perrault noted the Staffing section includes the Recreation Programmer position and Community Development Director. Councilmember Holden suggested that the City consider hiring seasonal workers from the Minnesota Department of Corrections. Public Works Director/City Engineer Sue Polka responded that staff has reached out to Shoreview to find out how the process has been working for them. She also said they are hoping to hire an intern or seasonal employee for rain garden maintenance. Interim Director of Finance and Admin Services Perrault noted the Preliminary Levy is due to Ramsey County by September 30, Truth in Taxation will be in December, and setting next year’s budget. Councilmember Holden inquired about the 2.5% COLA increase. City Administrator William Joynes responded that the Personnel Committee was given data based on surveys that have been done, with the average COLA being 2.5%. The survey done by the Twin Cities Area Personnel Directors group ranged from 2 - 3%. City Administrator William Joynes noted that to eliminate the deficit completely the Council could use the tax levy, the money in the EDA revolving fund and some cost savings. Although he also said the Council should give some flexibility to the County because they can lower the amount they give them in the Preliminary Levy amount, but they can’t raise it. Council discussed potential personnel in regard to the budget including Communications Coordinator, Community Development Director, Recreation Programmer, and Public Works positions. Councilmember Holden mentioned that there is a budget item for $47,000 for the City’s share of for a vehicle replacement for the Lake Johanna Fire Department. She suggested that Presbyterian Homes Foundation be asked to contribute to that amount due to the volume of medical calls at their facility. Interim Director of Finance and Admin Services Perrault responded that a roundtable discussion was held with staff and the City Attorney recommended that the City not ask Presbyterian Homes to contribute towards capital equipment. City Administrator Joynes suggested that if the Council wants to ask Presbyterian Homes or another non-profit for a donation, it should be in the form of a policy that is implemented, instead of asking from an individual organization. Mayor Grant asked for the Councilmembers to say what at percentage they would like to see the Preliminary Levy set, and the consensus was 4%. ARDEN HILLS CITY COUNCIL WORK SESSION – SEPTEMBER 18, 2017 4 Councilmember Holden requested the Council receive a spreadsheet that shows 2018 projected COLA increases at increments between 2% – 3%. City Administrator Joynes stated that staff will bring documentation to the next meeting setting the Preliminary Levy at a 4% increase, the actual levy will be set in December. C. GREEN STEP PROGRAM Councilmember Holmes asked about getting a Green Step Program sign to put on a City entrance sign, if one is purchased for $52 we can get one for free. Public Works Director/City Engineer Polka stated the City had already received a free sign and they are planning to place it on the City population sign Hwy 51 going north from Roseville into Arden Hills. D. CITY ATTORNEY DISCUSSION Mayor Grant asked when Council would like to meet to discuss the recommendations for City Attorney. Councilmember McClung suggested a Special Work Session at 6:30 pm September 25, 2017. Council agreed to that date and time. City Administrator Joynes will send a narrative to the Council with the pros and cons for each firm under consideration. 2. COUNCIL/STAFF COMMENTS Councilmember Scott requested the City provide meals to the election judges at the School Board Elections in November. Senior Planner Bachler handed out drafts of the State of the City slides for the Council to review. Senior Planner Bachler stated that Pulte Homes may come back to the October Work Session with a revised site plan for the townhome development on Parkshore Drive. ADJOURN Mayor Grant adjourned the City Council Work Session at 7:18 p.m. __________________________ __________________________ Jolene Trauba David Grant Deputy Clerk Mayor Approved: October 23, 2017 CITY OF ARDEN HILLS, MINNESOTA SPECIAL CITY COUNCIL WORK SESSION SEPTEMBER 25, 2017 6:30 P.M. - ARDEN HILLS CITY HALL CALL TO ORDER/ROLL CALL Pursuant to due call and notice thereof, Mayor David Grant called to order the Special City Council Work Session at 6:30 p.m. Present: Mayor David Grant, Councilmembers Fran Holmes, Brenda Holden, Dave McClung, and Steve Scott Also present: City Administrator William S. Joynes, Sr. 1. AGENDA ITEMS A. City Attorney Recommendation The Council discussed the four candidates for civil legal representation and opted to continue its relationship with Campbell Knutson. ADJOURN Mayor Grant adjourned the Special City Council Executive Session at 6:55 p.m. __________________________ __________________________ William S. Joynes, Sr. David Grant City Administrator Mayor Approved: October 23, 2017 CITY OF ARDEN HILLS, MINNESOTA REGULAR CITY COUNCIL MEETING SEPTEMBER 25, 2017 7:00 P.M. - ARDEN HILLS CITY COUNCIL CHAMBERS CALL TO ORDER/ROLL CALL Pursuant to due call and notice thereof, Mayor David Grant called to order the regular City Council meeting at 7:00 p.m. Present: Mayor David Grant, Councilmembers Brenda Holden, Fran Holmes, Dave McClung and Steve Scott Absent: None Also present: City Administrator Bill Joynes; Public Works Director/City Engineer Sue Polka; Senior Planner Matthew Bachler; Interim Director of Finance and Administrative Services Dave Perrault; City Clerk Julie Hanson; and City Attorney Joel Jamnik PLEDGE OF ALLEGIANCE 1. APPROVAL OF AGENDA Mayor Grant requested Item 6C be removed from the Consent Agenda directing staff to conduct more research on this item. MOTION: Councilmember McClung moved and Councilmember Holden seconded a motion to approve the meeting agenda as amended. The motion carried unanimously (5-0). 2. PUBLIC INQUIRIES/INFORMATIONAL None. 3. PUBLIC PRESENTATIONS A. St. Paul Area Chamber of Commerce Award Mayor Grant discussed the Financial Performance Award the City received from the Saint Paul Chamber Area of Commerce. He presented the award to Interim Director of Finance and ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 2 Administrative Services Perrault and thanked him and his staff for their great service to the City of Arden Hills. A round of applause was offered by all in attendance. 4. STAFF COMMENTS A. Rice Creek Commons (TCAAP) and Joint Development Authority (JDA) Update City Administrator Joynes provided an update on TCAAP stating at the last JDA meeting the County provided an update on negotiations and the County’s decision to pursue the Amazon HQ2. He believed the TCAAP site was a great fit for the Amazon headquarters and noted Alatus fully supported this project. At this point, the previous plans for TCAAP would be put on pause until a decision was made by Amazon. He explained the proposal submitted to Amazon was available on Ramsey County’s website. B. County Road I/Old Highway 8 Update Public Works Director/City Engineer Polka provided the Council with an update on the County Road I and Old Highway 8 project. She noted this project would serve portions of the TCAAP property but was located within MnDOT right-of-way. She noted the roadways would be open by December 1. Councilmember McClung encouraged staff to put a notification on the City’s website explaining how to access the Driver’s Exam Station and Department of Minnesota Surplus building during the road construction. Mayor Grant explained that the portion of Old Highway 8 in Arden Hills would be renamed by the County after this project was complete. C. State of the City Update Senior Planner Bachler stated two State of the City events will be held this year: • Thursday, September 28, 7:30 to 9:30 a.m. at the Tavern Grill restaurant • Tuesday, October 3, 6:30 to 8:30 p.m. at City Hall Senior Planner Bachler explained Councilmembers will give presentations covering Rice Creek Commons/TCAAP, development projects, transportation improvements, and more. Arden Hills businesses and residents are encouraged to attend one of the events (the presentations will be the same at both events.) It was noted a representative from MnDOT would be on hand at both events to discuss transportation initiatives. D. Clean Up Day Update Senior Planner Bachler reported the Fall Cleanup Day event is scheduled for Saturday, October 14 from 7:00 a.m. to 12:00 p.m. It will be held at the Ramsey County Public Works Facility at 1425 Paul Kirkwold Drive. The event is co-sponsored by Arden Hills and Shoreview and is open to residents of both cities. ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 3 Senior Planner Bachler explained residents that participate in the event will pay a small fee based on vehicle type and load. Proof of residency, such as a driver’s license or utility bill, is required. Payment will only be accepted in the form of cash or check. No credit cards will be accepted. Notice of the Cleanup Day event is advertised on the City’s website and Facebook page, and a flyer has been mailed to residents. 5. APPROVAL OF MINUTES A. August 21, 2017, City Council Work Session B. August 28, 2017, Regular City Council C. September 11, 2017, Regular City Council Councilmember Holmes noted changes she had discussed with staff for the August 21 City Council Work Session minutes. MOTION: Councilmember Holden moved and Councilmember Holmes seconded a motion to approve the August 21, 2017, City Council Work Session meeting minutes, August 28, 2017, Regular City Council meeting minutes; and September 11, 2017, Regular City Council meeting minutes as amended. The motion carried unanimously (5-0). 6. CONSENT CALENDAR A. Motion to Approve Consent Agenda Item - Claims and Payroll B. Motion to Adopt Resolution 2017-037 Entering into Cooperative Agreement PUBW2017-13R with Ramsey County – Right of Way Acquisition for County Road F between Lexington Avenue and Hamline Avenue C. Motion to Adopt Resolution 2017-038 Entering into Cooperative Agreement PUBW2017-09R with Ramsey County – Cost Participation Toward Construction of the County Road I/Old Highway 8 Roundabout and Old Highway 8 Extension D. Motion to Approve Appointment of Dawn Skelly as Communications Coordinator E. Motion to Approve Lake Johanna Capital Fire Department Expense F. Motion to Authorize the Purchase and Installation of Concrete Curb and Sidewalk for the Hazelnut Park Playground – Norsk Concrete Construction MOTION: Councilmember McClung moved and Councilmember Holden seconded a motion to approve the Consent Calendar as amended removing Item 6C and to authorize execution of all necessary documents contained therein. The motion carried unanimously (5-0). 7. PULLED CONSENT ITEMS None. 8. PUBLIC HEARINGS A. 2018 Street and Utility Improvement Project ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 4 Public Works Director/City Engineer Polka stated on August 14, 2017, the City Council received the feasibility report, for the 2018 PMP Project, and ordered the public hearing for September 25, 2017. Staff presented general information regarding the proposed construction, standards, utility improvements and assessments that apply for this project. It was noted 50% of the project costs for street reconstruction would be assessed with the remaining portion being covered by the City. The preliminary project schedule was reviewed with the Council. Public Works Director/City Engineer Polka explained that following Minnesota Statutes, Chapter 429, notice of the public hearing must be posted twice prior to the meeting; this was done in the Bulletin on August 30, 2017, and September 13, 2017. A notice was also sent to each property proposed to be assessed as a part of this project. Once the hearing is closed, the next step in the process is for the City Council to order the improvements and preparation of plans and specifications. Mayor Grant discussed the water drainage concerns on Indian Oaks Court and asked how the water would flow along this roadway. Jim Stremel, WSB and Associates, reviewed how water would flow to the north along Indian Oaks Court to a pond through an easement. Mayor Grant explained the pond level was quite high in this area of the City. He encouraged staff to solve this problem through the proposed project. Mr. Stremel stated he would work to convey the water to other areas in a manner that keeps the pond level lower. Councilmember Scott expressed concern with the water quality in this same pond. He commented this pond had a thick layer of scum throughout the summer months. Mr. Stremel indicated he could look into this as well. Councilmember McClung recommended the project be engineered in order to address the problem without moving it over to Colleen Avenue. Councilmember Holden questioned when the final assessments would be established. Mr. Stremel reported these would not be calculated until after bids were submitted and a contractor was selected. Mayor Grant opened the public hearing at 7:38 p.m. Gary Hovind, 4117 James Circle, requested further information about the drainage area between two properties in his neighborhood. He explained that this area was clogging quite often and required City attention. He asked if any of this area would be changed or addressed. Mr. Stremel stated he was aware of the concerns with this drainage area and noted improvements would be made to ensure the area doesn’t continue to clog. ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 5 Mike Olson, 4107 Gale Circle, questioned how the road would be tied into the driveways. Public Works Director/City Engineer Polka explained the grade of the roadway would have to be dropped slightly in order to accommodate curb and gutter. She indicated the City would work to keep all driveway grades the same. She anticipated she would have cross sections for each homeowner to review at the next neighborhood meeting. Mr. Olson asked what his assessment would be. Public Works Director/City Engineer Polka estimated Mr. Olson’s assessment is estimated at $10,300 as his street was going to be completely reconstructed and receive curb and gutter. Ed Von Holtum, 1409 Indian Oaks Trail, commented he was absolutely delighted the streets were being fixed. He understood this came at an expense and was a hardship for some families. However, he believed that property values would rise once the streets were completed. He requested the alignment of Indian Oaks Trail remain as is. He encouraged staff to address the drainage issue to the east of his house along with the duckweed on the pond. Steve Wandzel, 1416 Indian Oaks Court, stated he lives next to the pond. He was pleased that staff was looking into this concern and explained he wanted to keep water out of his basement. Chris Anderson, 1361 West Floral Drive, expressed concern with having a full curb and gutter on her roadway. She discussed an accident that occurred with her son when he flipped off of a curb on a three-wheeler and had to have his tongue reattached. She believed that the young children in her neighborhood would benefit by not having a full curb as it was dangerous. She recommended modified curbing be considered as this was a more family-friendly option. She also encouraged the City to fix the signage in her neighborhood to keep through traffic out of her neighborhood. Public Works Director/City Engineer Polka explained she had contacted MnDOT and signage would be installed by the County to properly direct traffic to I-694. She reported the City would be installing full curb and gutter versus surmountable curbs. A resident asked if there was a cost difference between the two types of curbs. Mr. Stremel reported there was not a cost difference between the two curb styles. Councilmember Scott explained he lives on Norma Lane and he has surmountable curb. He recommended the neighborhood have the same type of curbing. He stated his only concern with the surmountable curb was that his car bottoms out whenever he backs out of his driveway. Councilmember Holden stated her number one concern for this neighborhood was to address the drainage issues. She asked if surmountable curbs were as efficient as the 6” curbs. Public Works Director/City Engineer Polka reported this was not the case. She reported the 6” curbs were more efficient regarding drainage. ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 6 Larry Stcynske, 1366 West Floral Drive, stated he supported the 6” curb as designed as this would keep people from driving into his yard. Dennis Stolp, 1398 Indian Oaks Court, stated he lives next to the pond. He was pleased the drainage in his neighborhood would be addressed through this project. Mr. Hovind asked if the gas lines would be disturbed under the street and cautioned the City while doing this work. He questioned how many bids the City would receive for this project. Public Works Director/City Engineer Polka described the bid process and noted the City typically receives four to eight bids for their projects. Michael Gonzalez, 1415 Indian Oaks Court, requested further information on the assessment rates. Public Works Director/City Engineer Polka explained single family units receiving new curb and gutter would have an estimated assessment of approximately $10,300. She reviewed the assessment rates for the property owners in the reclamation area. Mr. Gonzalez encouraged the City to reconsider the way the multi-family properties are charged for assessments in order for these to remain equitable. Mayor Grant discussed the City’s assessment policy and noted the policy was determined by a task force of members from the community. Mr. Olson understood the average assessment would be $10,300, unless they are within the reclamation area, which would mean the assessment would be $2,000. Public Works Director/City Engineer Polka reported this was the case. Further discussion ensued regarding the differences between a full street reconstruction and roadway reclamation. Robert Koenig, 4126 James Circle, discussed the drainage concerns in his neighborhood and stated he was pleased this would be addressed through the proposed street improvements. He asked if the roadway widths would be maintained. Public Works Director/City Engineer Polka stated James Circle was 30’ wide and noted this width would be maintained. Robert Bauer, 4123 Norma Circle, stated he was pleased that the water in his neighborhood would be directed to the streets and out of yards. He indicated he had a fair amount of water in his yard this spring. Councilmember Holden requested staff review the project timeline again for the record. Public Works Director/City Engineer Polka reviewed the project timeline with the public. ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 7 Ms. Anderson addressed the Council again and encouraged the City to be in contact with homeowners to explain which plants and shrubs would need to be moved. Mayor Grant closed the public hearing at 8:26 p.m. MOTION: Councilmember McClung moved and Councilmember Holmes seconded a motion to Adopt Resolution #2017-034 Ordering the Improvement and Preparation of Plans and Specifications for the 2018 Street and Utility Improvement Project. Mayor Grant encouraged staff to get the drainage right on this project given the number of concerns voiced by the residents. Councilmember McClung seconded these remarks. Councilmember Holmes stated she lived in the neighborhood within the 2015 PMP and commented on how well staff working on the project communicated with the affected residents throughout this project. Councilmember Scott commented he would like to see the neighborhood remain homogenous and for this reason recommended the Council consider surmountable curbs. The motion carried (5-0). B. Ordinance 2017-007 – An Ordinance Authorizing Small Cell Wireless Facilities to be located within Public Right of Way as Mandated by the 2017 Legislature Amending Chapter 3, Section 360, Rights-of-Way, of the Arden Hills City Code and Authorizing Publication of Summary Ordinance Public Works Director/City Engineer Polka stated a new law enacted during the 2017 legislative session allows small cell wireless equipment to be placed on city-owned infrastructure in the public right of way. As introduced, the bill would have allowed wireless companies unregulated access to the public right of way, but due to opposition, the resulting bill language preserves local authority over access to the public right of way. Staff reviewed the proposed changed to City Code and recommended adoption of Ordinance 2017-007. Mayor Grant opened the public hearing at 8:36 p.m. With no one coming forward to speak, Mayor Grant closed the public hearing at 8:36 p.m. Councilmember McClung thanked staff and City Attorney Jamnik for their work on this Ordinance. MOTION: Councilmember McClung moved and Councilmember Holden seconded a motion to adopt Ordinance #2017-007, An Ordinance authorizing Small Cell Wireless Facilities to be located within Public Rights of Way as Mandated by ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 8 the 2017 Legislature, Amending Chapter 3, Section 360, Rights-of-Way, of the Arden Hills City Code. The motion carried (5-0). MOTION: Councilmember McClung moved and Councilmember Holden seconded a motion to approve the summary publication of Ordinance #2017-007. The motion carried (5-0). 9. NEW BUSINESS A. Set Preliminary Levy and Establish Truth-In-Taxation Public Hearing Date for Proposed Taxes Payable in 2018 • Resolution 2017-035, Setting the Preliminary Levy for Taxes Payable in 2018 • Resolution 2017-036, Adopting Truth-In-Taxation Public Hearing Date for Proposed Taxes Payable in 2018 Interim Director of Finance and Administrative Services Perrault stated the City Council must set a preliminary tax levy by the end of September to be paid in the following year. The amount set in September is preliminary and may be lowered, not raised, per Council’s direction prior to setting the final levy. The City Council must set a final tax levy in December, which will be payable in 2018. At the September 18, 2017 work session, the City Council directed staff to present an increase of 4.0% for the preliminary levy. Staff discussed the preliminary tax levy in detail with the Council and recommended approval. Councilmember Holmes reported the Council has discussed this item extensively at several worksession meetings. MOTION: Councilmember Holmes moved and Councilmember Holden seconded a motion to adopt Resolution #2017-035, Setting the Preliminary Levy for Taxes Payable in 2018. The motion carried (5-0). MOTION: Councilmember Holmes moved and Councilmember Holden seconded a motion to adopt Resolution #2017-036, Adopting Truth-In-Taxation Public Hearing Date for Proposed Taxes Payable in 2018. The motion carried (5-0). B. 2018 PMP Final Plans and Specifications – WSB Scope and Fee Public Works Director/City Engineer Polka stated plans and specifications have been ordered by the Council for the 2018 Street and Utility Improvement Project. WSB prepared the feasibility report, including survey and preliminary design and are familiar with the project. They have submitted a scope and fee to complete final design and assist with the bidding process. Staff reviewed the plans in further detail and recommended approval. MOTION: Councilmember McClung moved and Councilmember Holmes seconded a motion to Accept the scope and fee from WSB for the preparation of plans and specifications and the bidding process for the 2018 Street and Utility ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 9 Improvement Project at a not to exceed fee of $188,000. The motion carried (5-0). C. PC 17-023 – Master and Final PUD – Marriot Springhill Suites – 3920 Northwoods Drive Senior Planner Bachler stated the property at 3920 Northwoods Drive is currently occupied by a 21,111-square foot office building and a parking lot with 98 stalls. There have not been any significant modifications to the site since the original development was completed in 1988. The office building is vacant and the property owner has been marketing the site for lease or sale. Senior Planner Bachler explained Hawkeye Hotels has requested a Master and Final PUD in order to demolish the existing office building and redevelop the property for a Marriot Springhill Suites hotel. The hotel would be five stories and have a total of 139 rooms. The site plan shows the hotel would be situated towards the center of the property with 143 parking stalls located around the perimeter of the hotel and site boundaries. The existing access driveway on Northwoods Drive would be shifted to the south to better accommodate the site layout. No additional access points on Northwoods Drive are proposed. Senior Planner Bachler indicated the footprint of the hotel would be approximately 16,578 square feet and the first floor would include an indoor pool, fitness center, meeting room, lounge area, and 15 guest rooms. The plans for the second to fifth floors show a floor area of approximately 15,939 square feet and 31 guest rooms per floor. Marriot Springhill Suites guestrooms provide slightly more space than other chain hotels and include separate areas for sleeping, working, and relaxing, as well as an in-suite microwave and refrigerator. In total, the building would have a gross floor area of 79,241 square feet. The overall height of the building would be approximately 58 feet to the roofline. Senior Planner Bachler reported the exterior of the building would be comprised of a variety of building materials, including brick, stone, transparent glass, and EIFS. A porte chochere would constructed on the south side of the hotel in front of the entrance lobby. Each side of the building would feature a new wall sign. The existing pole sign along Interstate 694 would be taken down and a new monument sign is proposed at the Northwoods Drive entrance. Extensive landscaping is provided with 58 new tree plantings along the perimeter of the site and within the parking lot area. Senior Planner Bachler reviewed the Plan Evaluation and Stormwater Management Plan with the Council. Senior Planner Bachler explained the Planning Commission reviewed Planning Case 17-023 at their regular meeting on September 6, 2017. The Planning Commission offers the following findings of fact for consideration: 1. The property at 3920 Northwoods Drive is located in the B-3 – Service Business District. 2. The subject property is improved with a 21,111-square foot office building and 98 off- street parking stalls. The property was developed through the Site Plan Review process in 1988 (Planning Case #88-002). ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 10 3. The applicant has submitted an application for a Master and Final Planned Unit Development (PUD) to redevelop the subject property for a 79,241-square foot hotel with associated improvements. 4. The hotel land use is a permitted use in the B-3 – Service Business District. 5. The purpose of the PUD process is to achieve a higher quality, better project than would otherwise be possible if the strict application of the zoning requirements were met. 6. The proposed PUD in substantial conformance with the requirements of the City Code. 7. Where the plan is not in conformance with the City Code, flexibility has been requested by the applicant and/or conditions have been placed on an approval that would mitigate the nonconformity. 8. The proposed PUD is in conformance with the Land Use chapter of the Arden Hills 2030 Comprehensive Plan. The subject property is guided for Mixed Business. The Mixed Business land use category is applied to areas designated for a variety of businesses, including commercial, certain light industrial uses, warehousing, office, general business, and retail. 9. The proposed PUD is in conformance with the Economic Development and Redevelopment chapter of the Arden Hills 2030 Comprehensive Plan, which includes the goal to, “promote the development, redevelopment, and maintenance of a viable, innovative, and diverse business environment serving Arden Hills and the metropolitan area.” 10. The application is not anticipated to create a negative impact on the immediate area or the community as a whole. Senior Planner Bachler stated the Planning Commission voted to recommend approval (6-0) of Planning Case 17-023 for a Master and Final Planned Unit Development at 3920 Northwoods Drive, based on the findings of fact and the submitted plans in the September 25, 2017, Report to the City Council, as amended by the following fifteen (15) conditions: 1. The project shall be completed in accordance with the submitted plans as amended by the conditions of approval. Any significant changes to these plans, as determined by the City Planner, shall require review and approval by the Planning Commission and the City Council. 2. The Developer shall obtain the required development permits within one year of the approval date or the approval shall expire, unless extended by the City Council prior to the approval’s expiration date. Extension requests must be submitted in writing to the City at least 45 days prior to the expiration date. 3. A Development Agreement shall be prepared by the City Attorney and subject to City Council approval. The Agreement shall be executed prior to the issuance of a Grading and Erosion Control Permit. 4. The Developer shall submit a financial surety in the amount of 125 percent of the estimated costs of public infrastructure improvements including grading, utilities, and paving, prior to the issuance of a Grading and Erosion Control Permit. The financial surety shall be in the form of a letter of credit issued by a FDIC-insured bank, and be in a form acceptable to the City. The purpose of the letter of credit is to ensure that public infrastructure improvements are completed in the event that the developer defaults on the Development Agreement. ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 11 5. The Developer shall submit a cash escrow in the amount of 25 percent of the estimated costs of public infrastructure improvements including grading, utilities, and paving, prior to the issuance of a Grading and Erosion Control Permit. The escrow will be used for City costs related to review, approval, and inspection of public infrastructure improvements or any costs incurred by the City in the event of a developer default. 6. The Developer shall submit a financial surety in the amount of 125 percent of the estimated costs of landscaping prior to the issuance of a Grading and Erosion Control Permit. The financial surety shall be in the form of a letter of credit issued by a FDIC- insured bank. The purpose of the letter of credit is to ensure that landscaping is completed in the event that the developer defaults on the Development Agreement. The City will hold the letter of credit for two years after the installation of landscaping. The letter of credit should not expire during the two-year period. 7. The Developer shall provide the City with a copy of the Rice Creek Watershed District permit for the project prior to the issuance of a Grading and Erosion Control Permit. 8. The Developer shall obtain a Right-of-Way Permit from the City for any construction work required for the development within the Northwoods Drive right-of-way. 9. Final grading, drainage, utility, and site plans shall be subject to approval by the City Engineer, Building Official, City Planner, and Fire Marshall prior to the issuance of a Grading and Erosion Control Permit or other development permits. 10. All ground and roof-mounted mechanical equipment shall be screened from ground-level view of public streets. Wood screening shall not be permitted. 11. The Developer shall provide evergreen shrubbery plantings along Northwoods Drive to screen the adjacent parking lot. 12. The Developer shall provide a minimum of four (4) bicycle parking spaces on the site. 13. The Fire Department Connection (FDC) shall be located within 150 feet of a hydrant and at the front of the building or in a visible riser room. 14. The Developer shall provide a minimum of 1,660 square feet of perennial and/or shrubbery plantings. 15. The Developer shall be required to meet the tree ratio planting requirements as specified in Section 1325.05, Subd. 1 (F)(2) of the Zoning Code. Councilmember Holden asked what street parking would be available to this development. Senior Planner Bachler explained only daytime parking would be allowed on City streets and clarified no overnight parking would be permitted. MOTION: Councilmember Holden moved and Councilmember Holmes seconded a motion to Approve Planning Case 17-023 for a Master and Final Planned Unit Development at 3920 Northwoods Drive, based on the findings of fact and submitted plans, as amended by the fifteen (15) conditions in the September 25, 2017, Report to the City Council. Councilmember Holden requested Condition 16 be added to require the developer contribute a dollar amount for the missing trees to be utilized by the City for trees at a later date. AMENDMENT: Councilmember Holden moved and Councilmember Holmes seconded a motion to add Condition 16 requiring the developer to contribute a ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 12 dollar amount for the missing trees which will be utilized by the City for trees at a later date. Councilmember Holmes asked if there was language within the City Ordinance that addressed options for developers if a site did not have enough space for required landscaping. Senior Planner Bachler explained this was the case and noted the developer was required to plant 333 caliper inches in trees based on the Tree Preservation Ordinance and gross square footage of the building. The Council could require the developer to install trees elsewhere in the City or the City can accept a fee in lieu of the trees, based on the caliper deficiency (192 inches). He provided further comment on Condition 15 as made by the Planning Commission. Councilmember Holmes questioned if the size of the trees being planted on the property could be increased. Senior Planner Bachler stated this was the case and noted a recalculation of the caliper inches would have to be conducted by staff with the developer. The amendment carried (5-0). The amended motion carried (5-0). D. PC 17-020 – Zoning Code Amendment – Higher Education Land Uses • Receiving Commercial, Industrial and Higher Education Study Report • Resolution 2017-032 Adopting Ordinance 2017-005 • Resolution 2017-033 Adopting Ordinance 2017-006 Senior Planner Bachler stated on October 10, 2016, the City Council adopted an Interim Ordinance Temporarily Prohibiting Land Use Applications and Reviews for Higher Education Uses in Residential, Business, Industrial and Other Zones (moratorium). The moratorium can last up to one year to prepare a study to determine the impacts and benefits from higher education land uses and provide recommendations for possible Zoning Code and/or Comprehensive Plan amendments regarding higher education uses. The City Council initiated the required study in February 2017 and directed the Planning Commission and the Economic Development Commission to provide feedback and analysis throughout the process. The study was initially comprised of five components: • Background gathering and analysis of the existing Campus Master Plans for the University of Northwestern and Bethel University. • The regulation of Higher Education Uses within other communities. • Analysis of the Commercial and Employment Uses currently allowed in the various Commercial and Industrial Zones. • Analysis of the Employment and Economic Activity that results from the allowed Commercial and Employment Uses. • Analysis of existing parcels and buildings within the Commercial and Industrial zones. Senior Planner Bachler explained the Planning Commission, Economic Development Commission, and City Council have reviewed the technical analysis of the five components over ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 13 the last few months and, based on the discussions, some potential outcomes. Based on discussion at these meetings, two additional components have since been added to the study report: • College and University Enrollment by Community • Property Taxes Paid by Commercial and Industrial Properties Senior Planner Bachler indicated the college and university enrollment component was added to determine if Arden Hills has a greater proportion of students to residents than other Minnesota communities. The property tax component was added to evaluate the impact to the general fund of the City if the non-profit universities acquired properties that are currently occupied by property tax paying businesses. Senior Planner Bachler stated based on the findings of the report, certain land use regulation changes are recommended. Any amendments to the regulation of higher education uses will need to be approved by the City Council by October 9, 2017 before the moratorium expires. Senior Planner Bachler reviewed the proposed code amendments in detail with the Council along with the Institutional Zoning District. Senior Planner Bachler stated the Planning Commission reviewed Planning Case 17-020 at their regular meeting on September 6, 2017. The Planning Commission offers the following findings of fact for consideration: 1. On October 10, 2016, the City Council adopted an Interim Ordinance Temporarily Prohibiting Land Use Applications and Reviews for Higher Education Uses in Residential, Business, Industrial and Other Zones (moratorium). 2. On February 13, 2017, the City Council approved a contract with WSB & Associates to conduct a study evaluating the economic condition of business districts of Arden Hills, the growth pressures of Bethel University and the University of Northwestern, and provided recommendations of Zoning Ordinance amendments regarding higher educational uses (Commercial, Industrial and Higher Education Study). 3. The City Council, Planning Commission, and Economic Development Commission reviewed and provided comments regarding the Commercial, Industrial, and Higher Education Study. 4. Bethel University and the University of Northwestern have had the opportunity to review the Commercial, Industrial, and Higher Education Study and have provided comments. 5. The Commercial, Industrial, and Higher Education Study found that the business districts within Arden Hills include a low level of vacancy in the industrial districts and a healthy level of vacancies in the commercial districts. 6. The Commercial, Industrial, and Higher Education Study found that Arden Hills has the highest ratio of residents to college enrollment of any community in Minnesota. An increase in enrollment at Bethel University and/or the University of Northwestern has the potential to change the mix of community elements of Arden Hills greater than other Minnesota communities. 7. The Commercial, Industrial, and Higher Education Study found that a strong mix of employment uses and consumer uses must be maintained to ensure a healthy business community. ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 14 8. Based on the findings of the Commercial, Industrial, and Higher Education Study, the City determined that certain amendments to the Zoning Code were necessary in order to maintain the existing mix of employment and consumer uses in the community. 9. The proposed Zoning Code amendment regarding “Schools, higher education” is consistent with the land use goal within the 2030 Comprehensive Plan to, “Develop and maintain a land use pattern that strengthens the vitality, quality, and character of our residential neighborhoods, commercial districts, and industrial areas while protecting the community’s natural resources and developing a sustainable pattern for future development” (Arden Hills 2030 Comprehensive Plan, at 3-1). 10. The proposed Zoning Code amendment regarding “Schools, higher education” is consistent with the economic development goal within the 2030 Comprehensive Plan to, “Promote the development, redevelopment, and maintenance of a viable, innovative, and diverse business environment serving Arden Hills and the metropolitan area” (Arden Hills 2030 Comprehensive Plan, at 8-1). Senior Planner Bachler explained the Planning Commission voted to recommend adoption (6-0) of the Commercial, Industrial, and Higher Education Study report prepared by WSB & Associates and dated August 30, 2017. Senior Planner Bachler stated the Planning Commission voted to recommend approval (5-1, Jones) of Resolution 2017-032 adopting Ordinance 2017-005 for the Zoning Ordinance text amendments regarding the Higher Education, Campus definition, the Higher Education, Classroom/Office definition, the Higher Education, Classroom/Office Additional Conditional Use Criteria, and the INST – Institutional Zoning District, based on the Commercial, Industrial, and Higher Education Study report prepared by WSB & Associates and dated August 30, 2017, and the findings of fact in the September 25, 2017, Report to the City Council. Senior Planner Bachler indicated the Planning Commission voted to recommend approval (6-0) of Resolution 2017-033 adopting Ordinance 2017-006 to rezone the Bethel University Campus, comprised of 3900 Bethel Drive, 3800 Bethel Drive, 3801 Bethel Drive, 4404 Bethel Drive, 4040 Old Highway 10, 4080 Snelling Avenue North, 4140 Snelling Avenue North, and 4120 Snelling Avenue North, from B-1 Limited Business District to INST – Institutional District, and to rezone the University of Northwestern Campus at 3003 Snelling Ave N from R-1 Single Family Residential District to INST – Institutional District, based on the Commercial, Industrial, and Higher Education Study report prepared by WSB & Associates and dated August 30, 2017, and the findings of fact in the September 25, 2017, Report to the City Council. Councilmember Holden commented on the change in the student population within the report. She asked where the change came from and questioned if staff had a copy of Bethel’s Annual Report in order to verify the numbers. Senior Planner Bachler reviewed the numbers within the draft report and noted changes had been made since August after receiving updated numbers from Bethel. Councilmember Holden stated she was struggling with the report. She commented on the number of college students living within Arden Hills and noted this brings traffic and rental housing concerns. She expressed concern with the fact Bethel has provided different numbers for their enrollment. She explained Bethel had 249 acres, while the B-2, B-3 and B-4 districts had ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 15 only a total of 166 acres. She wanted to see the City taking care of its B-2, B-3 and B-4 districts. She discussed the reduced benefits of increasing the size of institutional uses within the City. She feared how the City would balance the proposed 25% limit on higher education uses in the B-2 district. She recommended the Council not allow classroom/office outside of the Institutional Zoning District. Councilmember Holmes agreed with Councilmember Holden, however, she would advocate for the 25% limit continuing. She commented on the Winona case and explained she supported the City limiting the amount of institutional uses within the B-2 zoning district. She explained the City already had the Anderson Center within the B-2 zoning district, which would have to be grandfathered in. Councilmember Holden understood the Anderson Center was located within the B-2 district, but clarified no other user would be allowed in the B-2 district because of the size of the Anderson Center. Mayor Grant stated the concept of 25% was not a place he wanted to go. He feared the two universities in the City would then be competing for space. He understood that both colleges were looking to expand and increase their enrollment and he did not want the City pitting the two entities against each other. Councilmember McClung explained he was struck by the report and the findings within. He believed that Arden Hills was in a unique position with nearly a 1:1 for its student to resident ratio. He stated he would like to see the two universities growing and expanding onto their own campuses. He feared that the 25% would start a war between the two entities, which would make it increasingly more difficult for local businesses to find space. Councilmember Holden stated she would like to see staff come up with a better definition for office. Councilmember McClung agreed this had to be more clearly defined. MOTION: Councilmember Holden moved and Councilmember McClung seconded a motion to receive the Commercial, Industrial, and Higher Education Study report prepared by WSB & Associates and dated August 30, 2017. The motion carried (5-0). Councilmember Holden requested Ordinance 2017-005 be amended stating the fourth whereas should reflect the City Council received the Commercial, Industrial, and Higher Education Study report. MOTION: Councilmember Holden moved and Mayor Grant seconded a motion to approve Resolution 2017-032 amending Ordinance 2017-005 stating the fourth whereas should reflect the City Council received the Commercial, Industrial, and Higher Education Study report. The motion carried (5-0). ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 16 MOTION: Councilmember Holden moved and Councilmember McClung seconded a motion to approve Resolution 2017-032 adopting Ordinance 2017-005 for the Zoning Ordinance text amendments regarding the Higher Education, Campus definition, the Higher Education, Classroom/Office definition, the Higher Education, Classroom/Office Additional Conditional Use Criteria, and the INST – Institutional Zoning District, as amended only allowing Higher Education, Campus in the INST Zoning District, striking the second definition for Higher Education Classroom/Office, and striking Higher Education Classroom/Office as a conditional use in the B-2 District. The motion carried (5-0). MOTION: Councilmember Holden moved and Mayor Grant seconded a motion to approve publishing a Summary of Ordinance 2017-005. The motion carried (5-0). MOTION: Councilmember Holden moved and Councilmember McClung seconded a motion to approve Resolution 2017-033 adopting Ordinance 2017-006 for the rezoning of the Bethel University Campus and the University of Northwestern Campus to INST – Institutional zoning district. The motion carried (5-0). MOTION: Councilmember Holden moved and Councilmember McClung seconded a motion to approve publishing a Summary of Ordinance 2017-006. The motion carried (5-0). E. Resolution 2017-039, Directing Staff to Obtain an Agreement for Legal Services Beginning January 1, 2018 City Administrator Joynes stated in May 2017, the City solicited RFPs for Civil Legal Services. Four firms participated in interviews conducted by City staff in June 2017, followed by an interview conducted by the City Council on September 12, 2017. These four firms are: Campbell Knutson; Holstad & Knaak; Flaherty Hood; and Eckberg Lammers. Staff recommended the Council direct staff to obtain a draft agreement for legal services with the law firm of Campbell Knutson which would be effective January 1, 2018. MOTION: Councilmember McClung moved and Councilmember Holmes seconded a motion to Approve Resolution #2017-039, Directing Staff to Obtain a Draft Agreement for Legal Services between the City of Arden Hills and the law firm of Campbell Knutson. The motion carried (5-0). 10. UNFINISHED BUSINESS None. 11. COUNCIL COMMENTS ARDEN HILLS CITY COUNCIL – SEPTEMBER 25, 2017 17 Councilmember Scott reported on Tuesday, September 12th he attended the Lexington Station Block Party. He explained Phase II of the Lexington Station development was moving ahead nicely. Councilmember Holmes encouraged the public to attend the Northeast Youth and Family Services Taste of Northeast event which would be held on Thursday, October 5 at Vadnais Heights Commons. Councilmember McClung stated he was looking forward to meeting with residents at the two upcoming State of the City events. ADJOURN MOTION: Councilmember McClung moved and Councilmember Holden seconded a motion to adjourn. The motion carried unanimously (5-0). Mayor Grant adjourned the Regular City Council Meeting at 9:53 p.m. __________________________ __________________________ Julie Hanson David Grant City Clerk Mayor Page 1 of 1 DATE: October 23, 2017 TO: Honorable Mayor and City Council Members William S. Joynes, Sr., City Administrator FROM: Dave Perrault, Interim Director of Finance & Administrative Services Ashley Bertrand, Accounting Analyst SUBJECT: Claims & Payroll Council Should Consider the Following Options: A. Approve Claims and Payroll or B. Reject Claims and Payroll Supporting Documents: Payroll 2017 Payroll #19 .................................................................................... $ 61,813.45 2017 Payroll #20 .................................................................................... $ 82,031.68 Total Payroll $ 143,845.13 Accounts Payable Claims Through 10/17/2017 Paid Claims (Sales Tax) ......................................................................... $ 20.00 Paid Claims (Bank Fees) ........................................................................ $ 5,964.89 Paid Claims (Check No 46963-Check No 47038) ................................. $ 465,254.79 Paid Claims (Check No 47039-Check No 47040) ................................. $ 295,818.91 Total Accounts Payable $ 767,057.70 Total Claims $ 910,902.83 CONSENT ITEM 5A MEMORANDUM CITY OF ARDEN HILLS PAYROLL # 19 CHECKS DATED: 09/22/17 Biweekly: 09/02/17 - 09/15/17 EMPLOYEE DEDUCTIONS AMT.Payment Method FIT 5,008.76 EFT SIT 2,076.34 EFT FICA Oasdi 3,130.29 EFT FICA Medicare 732.08 EFT TOTAL TAXES 10,947.47 Health Premium 2,289.15 A/P Check* Dental Premium A/P Check* FSA Health Care Reimb. 83.33 A/P Check* FSA Dependent Care Reimb. 208.33 A/P Check* TOTAL FLEXIBLE SPENDING 2,580.81 HSA Health Saving 577.17 Health Care Savings Plan EFT Health Care Savings Plan-2% 243.27 EFT Health Care Savings Plan-4% 418.11 EFT TOTAL HEALTH SAVINGS 1,238.55 PERA 3,496.00 EFT ICMA 729.80 EFT Central Pension Fund-Union 614.40 A/P Check* MN State Retirement System 873.30 EFT TOTAL RETIREMENT 5,713.50 IUOE 49 Dues (Union) 138.00 A/P Check* LTD/STD Insurance 0.00 A/P Check* PERA Life Insurance 80.00 A/P Check* Life/Addl/Dep Life 83.00 A/P Check* UNUM 42.55 A/P Check* AFLAC 191.58 EFT Avesis-Vision Care 5.70 A/P Check* TOTAL VOLUNTARY 540.83 Total Employee Deductions 21,021.16 Net Payroll 582.43 Direct Deposit 32,944.07 EFT Gross Payroll Tie-Out 54,499.66 STD/LTD Gross - Up Plus City Paid Benefit 7,896.22 ICMA Benefit Held 0.00 TOTAL PAYROLL COST 61,813.45 FICA TIE-OUT Gross Payroll 54,499.66 Less Total FSA 2,580.81 Plus Employer Match ICMA 0.00 Plus ICMA Benefit Held 0.00 Net P/R Subject to FICA 51,918.85 FICA Oasdi @ 6.20% 3,130.29 FICA Medicare @ 1.45% 732.08 Note: Federal and State Payroll Tax obligations are satisfied by means of utilizing the "Taxtel" Electronic Tax Deposit Service. Trans- fers are typically made two business days after the payroll date. * A/P Checks can be found on the ACCOUNTS PAYABLE Check Approval report. Checks may be paid this week or the following week. 3,862.37 CITY BENEFIT 3,130.29 732.08 0.00 0.00 0.00 0.00 0.00 0.00 4,033.85 0.00 4,033.85 0.00 CITY OF ARDEN HILLS PAYROLL # 20 CHECKS DATED: 10/06/17 Biweekly: 09/16/17 - 09/29/17 EMPLOYEE DEDUCTIONS AMT.Payment Method FIT 5,012.98 EFT SIT 2,103.93 EFT FICA Oasdi 3,272.67 EFT FICA Medicare 765.40 EFT TOTAL TAXES 11,154.98 Health Premium 2,289.15 A/P Check* Dental Premium A/P Check* FSA Health Care Reimb. 83.33 A/P Check* FSA Dependent Care Reimb. 208.33 A/P Check* TOTAL FLEXIBLE SPENDING 2,580.81 HSA Health Saving 577.17 Health Care Savings Plan-Retirement EFT Health Care Savings Plan-2% 244.72 EFT Health Care Savings Plan-4% 403.90 EFT TOTAL HEALTH SAVINGS 1,225.79 PERA 3,549.51 EFT ICMA 660.22 EFT Central Pension Fund-Union 614.40 A/P Check* MN State Retirement System 873.30 EFT TOTAL RETIREMENT 5,697.43 IUOE 49 Dues (Union) 137.75 A/P Check* LTD/STD Insurance 967.95 A/P Check* PERA Life Insurance 32.00 A/P Check* Life/Addl/Dep Life 83.00 A/P Check* UNUM 42.55 A/P Check* AFLAC 191.58 EFT Avesis-Vision Care 5.70 A/P Check* TOTAL VOLUNTARY 1,460.53 Total Employee Deductions 22,119.54 Net Payroll 783.67 Direct Deposit 34,738.73 EFT Gross Payroll Tie-Out 59,103.16 STD/LTD Gross - Up Plus City Paid Benefit 23,712.19 ICMA Benefit Held 0.00 TOTAL PAYROLL COST 82,031.68 FICA TIE-OUT Gross Payroll 59,103.16 Less Total FSA 2,580.81 Plus Employer Match ICMA 0.00 Plus ICMA Benefit Held 0.00 Net P/R Subject to FICA 56,522.35 FICA Oasdi @ 6.20% 3,272.67 FICA Medicare @ 1.45% 765.40 Note: Federal and State Payroll Tax obligations are satisfied by means of utilizing the "Taxtel" Electronic Tax Deposit Service. Trans- fers are typically made two business days after the payroll date. * A/P Checks can be found on the ACCOUNTS PAYABLE Check Approval report. Checks may be paid this week or the following week. 77.70 4,095.57 77.70 0.00 13,638.71 1,040.76 14,679.47 821.38 821.38 4,095.57 4,038.07 CITY BENEFIT 3,272.67 765.40 1 Ashley Bertrand From:MN Revenue e-Services [eservices.mdor@state.mn.us] Sent:Thursday, October 12, 2017 9:53 AM To:Ashley Bertrand Subject:Your Recent Return Request This email is an automated notification and is unable to receive replies. Sales and Use Tax - Return Submitted Thank you, your request has been submitted. Please allow 3 business days for your return to appear online. Please allow 3 business days from 12-Oct-2017 for your payment to appear online. You can change or cancel this request until 5:00 p.m. Central time. Confirmation Summary Submitted Date and Time: 12-Oct-2017 9:52:32 AM Legal Name: ARDEN HILLS CITY OF Federal Employer ID: 41-6008992 User Who Submitted: Accounting Analyst Type of Request Submitted: Return and payment request Account Name: ARDEN HILLS CITY OF Minnesota ID: 9047998 Return Summary Return Confirmation Number: 1-681-748-160 Account Type: Sales & Use Tax Filing Period: 30-Sep-2017 Projected Amount/Credit Due: $20.00 Payment Summary Account Type: Sales & Use Tax Filing Period: 30-Sep-2017 Payment Amount: $20.00 Payment Date: 12-Oct-2017 Bank Name: US BANK NA Bank Account Number: ********9377 Contact Us If you need further assistance, contact our Sales and Use Tax Division at 651-296-6181, (toll-free) 800-657-3777, or (email) SalesUse.Tax@state.mn.us. Business hours are 8:00 a.m. - 4:30 p.m. Monday - Friday. How to View and Print this Request You can see copies of your requests by going into your History in the Activity Center. 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Journal Entry Proof List General Ledger 30012.08.2017 User: Printed: dave.perrault 10/11/2017 - 12:38 PM Batch: Account Number Debit Amount System Reference Project ManagementLine DescriptionAccount Description Credit Amount Journal Entry: 208-08-2017 Journal Entry Date: 08/31/2017 101-41500-44376 Bank Service Charges 777.90 0.00 JE To Record August 17 Banking Fees 101-41500-44371 CC Processing Fees 4,111.16 0.00 JE To Record August 17 Banking Fees 101-41500-44371 CC Processing Fees 123.84 0.00 JE To Record August 17 Banking Fees 101-41500-44371 CC Processing Fees 951.99 0.00 JE To Record August 17 Banking Fees 101-00000-10100 Gen Cash & Investments 0.00 5,964.89 JE To Record August 17 Banking Fees Journal Entry Totals Journal Entry Balance 5,964.89 5,964.89 0.00 Report Totals: 5,964.89 5,964.89 0.00 GL-Journal Entry Proof List (10/11/2017 - 12:38 PM)Page 1 Accounts Payable User: Printed: ashley.bertrand 10/19/2017 6:03 AM Checks by Date - Detail by Check Date Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 0189 Gopher State One-Call, Inc.09/22/2017ACH 7080165 Aug 17 Locates Aug 17 Locates 99.45 7080165 Aug 17 Locates Aug 17 Locates 99.45 7080165 Aug 17 Locates Aug 17 Locates 99.45 298.35Total for this ACH Check for Vendor 0189: 0192 Grainger, Inc 09/22/2017ACH 9536671259 PW Expenses PW Expenses 80.08 9542108817 PW Expenses PW Expenses 156.64 9542108825 PW Expenses PW Expenses 52.02 288.74Total for this ACH Check for Vendor 0192: 0225 Lillie Suburban Newspapers 09/22/2017ACH 08312017-LSN August 17 Publications August 17 Publications 43.50 08312017-LSN August 17 Publications August 17 Publications 87.00 08312017-LSN August 17 Publications August 17 Publications 9.67 08312017-LSN August 17 Publications August 17 Publications 83.38 08312017-LSN August 17 Publications August 17 Publications 50.75 08312017-LSN August 17 Publications August 17 Publications 9.66 08312017-LSN August 17 Publications August 17 Publications 9.67 293.63Total for this ACH Check for Vendor 0225: 0230 MTI Distributing Co.09/22/2017ACH 1137639-00 Parks Equipment Parks Equipment 295.66 295.66Total for this ACH Check for Vendor 0230: 0320 Health Partners 09/22/2017ACH 75350677 Oct 17 Premium Oct 17 Premium 852.78 75350677 Oct 17 Premium Oct 17 Premium 133.36 986.14Total for this ACH Check for Vendor 0320: 0339 Ferguson Waterworks 2516 09/22/2017ACH 0253090 Water Expenses Water Expenses 883.15 883.15Total for this ACH Check for Vendor 0339: 0387 ICMA Retirement Trust- #302482 09/22/2017ACH PR Batch 00200.09.2017 ICMA Employee PercentPR Batch 00200.09.2017 ICMA Employee Percent 704.80 PR Batch 00200.09.2017 ICMA Employee DeductionPR Batch 00200.09.2017 ICMA Employee Deduction 25.00 729.80Total for this ACH Check for Vendor 0387: 0453 Continental Research Corp.09/22/2017ACH 454160-CRC-1 Sewer Expenses Sewer Expenses 897.00 Page 1AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 897.00Total for this ACH Check for Vendor 0453: 0922 North Suburban Access Corporation 09/22/2017ACH 17-109 Projector Lamp Projector Lamp 141.38 17-113 Aug 17 Expenses Aug 17 Expenses 257.40 398.78Total for this ACH Check for Vendor 0922: 1115 WSB & Associates, Inc.09/22/2017ACH 3450-00011 July 17 TCAAP Engineering Expenses July 17 TCAAP Engineering Expenses 320.00 3455-00010 July 17 Engineering Expenses July 17 Engineering Expenses 6,124.00 3455-1506 July 17 P&Z Expenses July 17 P&Z Expenses 2,482.00 3455-1606 July 17 Water Engineering Expenses July 17 Water Engineering Expenses 44.00 3455-2304 July 17 P&Z Expenses July 17 TCAAP Engineering Expenses 190.00 9,160.00Total for this ACH Check for Vendor 1115: 1252 Campbell Knutson - Attorneys at Law 09/22/2017ACH 3231G-0817 August 17 Legal Expenses August 17 Legal Expenses 75.00 3231G-0817 August 17 Legal Expenses August 17 Legal Expenses 19.00 3231G-0817 August 17 Legal Expenses August 17 Legal Expenses 75.61 3231G-0817 August 17 Legal Expenses August 17 Legal Expenses 211.00 3231G-0817 August 17 Legal Expenses August 17 Legal Expenses 255.00 3231G-0817 August 17 Legal Expenses August 17 Legal Expenses 765.00 1,400.61Total for this ACH Check for Vendor 1252: 1782 Willie McCray 09/22/2017ACH 318 9/12 Expenses 9/12 Expenses 189.00 189.00Total for this ACH Check for Vendor 1782: 5493 Jolene Trauba 09/22/2017ACH 09182017-JT 8/24-9/14 Mileage Expense 8/24-9/14 Mileage Expense 26.54 26.54Total for this ACH Check for Vendor 5493: 5587 CES Imaging 09/22/2017ACH INV071631 Aug 17 Expenses Aug 17 Expenses 60.00 60.00Total for this ACH Check for Vendor 5587: 5592 NovaCare Rehabilitation 09/22/2017ACH 842307602 Employment Physical Employment Physical 110.00 110.00Total for this ACH Check for Vendor 5592: 5596 Jamar Company 09/22/2017ACH 488173 PW Expenses PW Expenses 29.00 29.00Total for this ACH Check for Vendor 5596: 5648 Matthew Bachler 09/22/2017ACH 09202017-MB June-Sept 17 Expense Report June-Sept 17 Expense Report 12.84 09202017-MB June-Sept 17 Expense Report June-Sept 17 Expense Report 273.75 286.59Total for this ACH Check for Vendor 5648: 6987 Cities Digital 09/22/2017ACH 41157 Document Scanning Document Scanning 253.95 Page 2AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 253.95Total for this ACH Check for Vendor 6987: 7501 Kelly & Lemmons, P.A.09/22/2017ACH 47751 Aug 17 Prosecution Aug 17 Prosecution 2,029.06 2,029.06Total for this ACH Check for Vendor 7501: A1HY A-1 Hydraulic Sales & Service 09/22/2017ACH 0113972-IN PW Expenses PW Expenses 168.35 168.35Total for this ACH Check for Vendor A1HY: CANON Canon Financial Services 09/22/2017ACH 17730783 Oct 17 Rental Oct 17 Rental 1,304.03 17730783 Oct 17 Rental Oct 17 Rental 230.12 1,534.15Total for this ACH Check for Vendor CANON: FPTC Flexible Pipe Tool Company 09/22/2017ACH 21509 PW Expenses PW Expenses 1,560.00 1,560.00Total for this ACH Check for Vendor FPTC: ASSF Association For Nonsmokers 09/22/201746963 08302017-ASSF 2017 Tobacco Compliance Project 2017 Tobacco Compliance Project 280.00 280.00Total for Check Number 46963: 4100 Boston Scientific 09/22/201746964 PC17-005 PC 17-005 Escrow Release PC 17-005 Escrow Release 731.00 731.00Total for Check Number 46964: 5651 Centurytel, Inc.09/22/201746965 2014-01010 Right of Way Permit 2014-01010 Escrow Release Right of Way Permit 2014-01010 Escrow Release 1,000.00 1,000.00Total for Check Number 46965: 5597 CoBeck Construction Company, LLC 09/22/201746966 PC17-002 PC 17-002 Escrow Release PC 17-002 Escrow Release 846.00 846.00Total for Check Number 46966: 1702 FDH Velocitel 09/22/201746967 002-05 Escrow PW 12-0029-002-05 Release Escrow PW 12-0029-002-05 Release 1,869.25 1,869.25Total for Check Number 46967: 1664 Grand Real Estate Advisors 09/22/201746968 PC17-009 PC 17-009 Escrow Release PC 17-009 Escrow Release 148.00 148.00Total for Check Number 46968: 1372 Hillcrest Animal Hospital 09/22/201746969 11116-0817 Aug 17 Animal Control Services Aug 17 Animal Control Services 157.00 157.00Total for Check Number 46969: 0390 INT'L Union Operating Engineers-Union Dues09/22/201746970 09062017-INT Sept 17 Premium Sept 17 Premium 276.00 Page 3AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 276.00Total for Check Number 46970: 0916 Lakes Country Service Coop 09/22/201746971 170901302789 Oct 17 Premium Oct 17 Premium 2,584.50 170901302789 Oct 17 Premium Oct 17 Premium 6,928.00 9,512.50Total for Check Number 46971: 0879 Lexington Floral, Inc.09/22/201746972 100003703 Employee Recognition Employee Recognition 85.59 85.59Total for Check Number 46972: MWAC Midwest Asphalt Corporation 09/22/201746973 5122 Watermain Repair Expenses Watermain Repair Expenses 75.36 75.36Total for Check Number 46973: 2490 Minnesota Pipe & Equipment 09/22/201746974 0385323 Water Supplies Water Supplies 164.11 164.11Total for Check Number 46974: MRPA Minnesota Recreation & Park Association 09/22/201746975 9296 Job Posting Expense Job Posting Expense 100.00 100.00Total for Check Number 46975: 0155 Office of MN IT Services 09/22/201746976 W17070626 July 17 Expenses July 17 Expenses 777.12 777.12Total for Check Number 46976: 1208 Premium Waters, Inc 09/22/201746977 610207-08-17 Aug 17 City Hall Supplies Aug 17 City Hall Supplies 152.47 613317-08-17 Aug 17 City Hall Supplies Aug 17 City Hall Supplies 119.27 271.74Total for Check Number 46977: 0811 Ramsey County 09/22/201746978 EMCOM-006324 Aug 17 Fleet Support Fee Aug 17 Fleet Support Fee 24.96 EMCOM-006368 Aug 17 911 Dispatch Services Aug 17 Fleet Support Fee 4,790.65 EMCOM-006383 Aug 17 CAD Services Aug 17 CAD Services 945.34 FLEET-000316 Jul 17 Parts/Labor Jul 17 Parts/Labor 100.98 FLEET-000316 Jul 17 Parts/Labor Jul 17 Parts/Labor 504.00 6,365.93Total for Check Number 46978: 18510 Roberts Managment Group LLC 09/22/201746979 PC17-001 PC 17-001 Escrow Release PC 17-001 Escrow Release 211.25 211.25Total for Check Number 46979: 5497 SCHWAAB, INC 09/22/201746980 B036869 Office Supplies Office Supplies 40.25 40.25Total for Check Number 46980: 1193 SelectAccount 09/22/201746981 1202318 Sept 17 Participant Fees Sept 17 Participant Fees 27.43 Page 4AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 27.43Total for Check Number 46981: 0327 Staples Business Advantage 09/22/201746982 3348323602 Office Supplies Office Supplies 17.74 3348323603 Office Supplies Office Supplies 43.64 3348400944 Office Supplies Office Supplies 88.94 3348919476 Office Supplies Office Supplies -13.49 3348919477 Office Supplies Office Supplies 16.49 3349000440 Office Supplies Office Supplies 34.73 3349157981 Office Supplies Office Supplies 279.98 3349484080 Office Supplies Office Supplies 14.66 3349560463 Office Supplies Office Supplies 74.28 3349560464 Office Supplies Office Supplies 224.95 3349634194 Office Supplies Office Supplies -39.99 3349782180 Office Supplies Office Supplies 139.99 3350170104 Office Supplies Office Supplies 10.66 3350170105 Office Supplies Office Supplies 279.90 1,172.48Total for Check Number 46982: 2150 Swanson, Ted 09/22/201746983 PC17-007 PC 17-007 Escrow Release PC 17-007 Escrow Release 468.00 468.00Total for Check Number 46983: 0925 T-Mobile 09/22/201746984 09222017-TMobil Sept 17 Expenses Sept 17 Expenses 28.70 28.70Total for Check Number 46984: 3099 Tri-State Bobcat, Inc.-Little Canada 09/22/201746985 E21446 PW Rental PW Rental 275.00 275.00Total for Check Number 46985: 1161 Valley-Rich Co., Inc.09/22/201746986 24487 Watermain Break Expenses Watermain Break Expenses 7,082.00 7,082.00Total for Check Number 46986: 53,843.21Total for 9/22/2017: 0292 Oxygen Service Company, Inc.09/26/2017ACH 03382695 Aug 17 Rental Aug 17 Rental 21.08 21.08Total for this ACH Check for Vendor 0292: 0319 City of Roseville 09/26/2017ACH 0223373 Aug 17 IT Bill Aug 17 IT Bill 4,092.92 0223408 Aug 17 Phone Bill Aug 17 Phone Bill 420.42 4,513.34Total for this ACH Check for Vendor 0319: 0339 Ferguson Waterworks 2516 09/26/2017ACH 0256437 Water Expenses Water Expenses 149.58 0258370 Water Expenses Water Expenses 297.71 0258550 Water Expenses Water Expenses 453.30 0258604 Water Expenses Water Expenses 70.06 Page 5AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 970.65Total for this ACH Check for Vendor 0339: 0750 Verizon Wireless 09/26/2017ACH 9792319661 Aug/Sept 17 Expenses Aug/Sept 17 Expenses 105.03 9792543398 Aug/Sept 17 Expenses 911.30 1,016.33Total for this ACH Check for Vendor 0750: 1223 Adam's Pest Control, Inc.09/26/2017ACH 2588966 Sept 17 Pest Control Sept 17 Pest Control 66.29 66.29Total for this ACH Check for Vendor 1223: 1330 MN CLN SERVICES LLC 09/26/2017ACH 0917NN01 Aug 17 Cleaning Aug 17 Cleaning 1,478.75 1,478.75Total for this ACH Check for Vendor 1330: 1785 EcoEnvelopes 09/26/2017ACH 03162017-1017 Oct 17 UB Postage Oct 17 UB Postage 315.33 03162017-1017 Oct 17 UB Postage Oct 17 UB Postage 315.33 03162017-1017 Oct 17 UB Postage Oct 17 UB Postage 315.34 946.00Total for this ACH Check for Vendor 1785: 2754 Zipko Strategy Inc 09/26/2017ACH 1506 Aug 17 TCAAP Expenses Aug 17 TCAAP Expenses 787.50 787.50Total for this ACH Check for Vendor 2754: 5596 Jamar Company 09/26/2017ACH 488380 PW Expenses PW Expenses 63.00 63.00Total for this ACH Check for Vendor 5596: GrantD David Grant 09/26/2017ACH 09252017-DG Parking Expense Parking Expense 3.75 3.75Total for this ACH Check for Vendor GrantD: JOHC Johnson Controls 09/26/2017ACH 1-55229872385 City Hall Repair City Hall Repair 1,117.00 1-55309119680 City Hall Repair City Hall Repair 510.19 1,627.19Total for this ACH Check for Vendor JOHC: 0342 City of Shoreview 09/26/201746987 50 Summer FIeld Trip Summer FIeld Trip 572.71 572.71Total for Check Number 46987: 0337 D-Rock Center Landscape Supply 09/26/201746988 4809 Parks Expenses Parks Expenses 52.00 52.00Total for Check Number 46988: 8047 ECM Publishers, Inc 09/26/201746989 525167 Twin Cities North Directories Twin Cities North Directories 199.00 199.00Total for Check Number 46989: 0849 Fra-dor Black Dirt & Recycle 09/26/201746990 Page 6AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 1708320 Hydrant Repair Expenses Hydrant Repair Expenses 236.39 236.39Total for Check Number 46990: UB*00115 Fry Properties LLC 09/26/201746991 UB*00115 UB Refund Check UB Refund Check 26.65 26.65Total for Check Number 46991: 0495 Lake Johanna Fire Department Inc.09/26/201746992 605 2017 Capital Expense: Engine Replacement 2017 Capital Expense: Engine Replacement 60,747.95 60,747.95Total for Check Number 46992: 1254 Nuss Truck and Equipment 09/26/201746993 13252 PW Vehicle PW Vehicle 87,808.40 87,808.40Total for Check Number 46993: 6748 Reliance Standard 09/26/201746994 GL154938-1017 Oct 17 Premium Oct 17 Premium 1,128.59 1,128.59Total for Check Number 46994: 0576 TimeSaver Off Site Secretarial 09/26/201746995 M23150 8/14-8/28 CC Mtgs 8/14-8/28 CC Mtgs 354.50 354.50Total for Check Number 46995: 162,620.07Total for 9/26/2017: 5579 Bill Joynes 09/29/2017ACH 09292017-BJ September 17 Expenses September 17 Expenses 1,255.40 09292017-BJ September 17 Expenses September 17 Expenses 1,255.40 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 439.39 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 6,308.42 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 09292017-BJ September 17 Expenses September 17 Expenses 219.69 12,553.96Total for this ACH Check for Vendor 5579: 12,553.96Total for 9/29/2017: 0192 Grainger, Inc 10/06/2017ACH 9548731315 Street Expenses Street Expenses 111.52 9548731323 Street Expenses Street Expenses 335.91 Page 7AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 447.43Total for this ACH Check for Vendor 0192: 0214 LTG Power Equipment 10/06/2017ACH 217425 Parks Expenses Parks Expenses 126.95 217457 Parks Expenses Parks Expenses 113.07 240.02Total for this ACH Check for Vendor 0214: 0285 Xcel Energy 10/06/2017ACH 561806092 Aug/Sept 17 Expenses Aug/Sept 17 Expenses 1,455.91 1,455.91Total for this ACH Check for Vendor 0285: 0339 Ferguson Waterworks 2516 10/06/2017ACH 0253939-1 Water Expenses Water Expenses 967.27 967.27Total for this ACH Check for Vendor 0339: 0387 ICMA Retirement Trust- #302482 10/06/2017ACH PR Batch 00100.10.2017 ICMA Employee DeductionPR Batch 00100.10.2017 ICMA Employee Deduction 25.00 PR Batch 00100.10.2017 ICMA Employee PercentPR Batch 00100.10.2017 ICMA Employee Percent 788.56 813.56Total for this ACH Check for Vendor 0387: 0731 MIDWAY FORD 10/06/2017ACH 474339 PW Vehicle Repair PW Vehicle Repair 853.76 853.76Total for this ACH Check for Vendor 0731: 1110 Pitney Bowes 10/06/2017ACH 09242017-PB Sept 17 Postage Sept 17 Postage 2,019.99 09242017-PB Sept 17 Postage Sept 17 Postage 609.18 09242017-PB Sept 17 Postage Sept 17 Postage 605.49 3,234.66Total for this ACH Check for Vendor 1110: 1889 David Perrault 10/06/2017ACH 10032017-DP Sept 17 Expense Report Sept 17 Expense Report 161.57 161.57Total for this ACH Check for Vendor 1889: 4889 Community Footworks 10/06/2017ACH 10042017-CF October 17 Foot Clinic October 17 Foot Clinic 336.00 336.00Total for this ACH Check for Vendor 4889: 5648 Matthew Bachler 10/06/2017ACH 10032017-MB Sept 17 Expense Report Sept 17 Expense Report 83.46 10032017-MB Sept 17 Expense Report Sept 17 Expense Report 352.60 436.06Total for this ACH Check for Vendor 5648: 6060 Batteries Plus 10/06/2017ACH 028-495248 Parks Expenses Parks Expenses 121.95 121.95Total for this ACH Check for Vendor 6060: FPTC Flexible Pipe Tool Company 10/06/2017ACH 21533 Sanitary Sewer Expenses Sanitary Sewer Expenses 152.50 21569 Sanitary Sewer Expenses Sanitary Sewer Expenses 359.75 Page 8AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 512.25Total for this ACH Check for Vendor FPTC: 1115 WSB & Associates, Inc.10/06/2017ACH 3455-0016 July 17 Expenses-DPW & Engr July 17 Expenses-DPW & Engr 4,590.00 3455-0016 July 17 Expenses-DPW & Engr July 17 Expenses-DPW & Engr 525.00 3455-0016 July 17 Expenses-DPW & Engr July 17 Expenses-DPW & Engr 525.00 3455-0016 July 17 Expenses-DPW & Engr July 17 Expenses-DPW & Engr 525.00 3455-0016 July 17 Expenses-DPW & Engr July 17 Expenses-DPW & Engr 2,100.00 3455-0016 July 17 Expenses-DPW & Engr July 17 Expenses-DPW & Engr 315.00 3455-0016 July 17 Expenses-DPW & Engr July 17 Expenses-DPW & Engr 2,100.00 3455-0016 July 17 Expenses-DPW & Engr July 17 Expenses-DPW & Engr 1,260.00 3455-0016 July 17 Expenses-DPW & Engr July 17 Expenses-DPW & Engr 1,050.00 3455-0016 July 17 Expenses-DPW & Engr July 17 Expenses-DPW & Engr 2,100.00 3455-1408 July 17 Expenses-Old Snelling July 17 Expenses-Old Snelling 17,283.50 3455-2005 July 17 Expenses-Engr July 17 Expenses-Old Snelling 2,846.00 3455-2005 July 17 Expenses-Engr July 17 Expenses-Old Snelling 7,738.00 R010111-0003 July 17 Expenses-2018 PMP July 17 Expenses-2018 PMP 20,701.75 R010320-0002 July 17 Expenses-Old Highway 8 July 17 Expenses-Old Highway 8 20,601.25 84,260.50Total for this ACH Check for Vendor 1115: 2597 AARP 10/06/201746996 10042017-AARP October 17 AARP Class October 17 AARP Class 120.00 120.00Total for Check Number 46996: 6047 Avesis Third Party Administrators, Inc 10/06/201746997 1756423 Oct 17 Premium Oct 17 Premium 11.40 11.40Total for Check Number 46997: 1105 Barlage, Bryan 10/06/201746998 PC13-017 Goodwill Landscape Escrow Release Goodwill Landscape Escrow Release 24,788.75 24,788.75Total for Check Number 46998: 1033 Comcast 10/06/201746999 44271-091017 9/21-10/20 Expenses 9/21-10/20 Expenses 6.31 6.31Total for Check Number 46999: 0841 Ehlers & Associates, Inc.10/06/201747000 74657 TIF Expenses TIF Expenses 57.50 74657 TIF Expenses TIF Expenses 57.50 115.00Total for Check Number 47000: 7400 Forterra Pipe & Precast 10/06/201747001 ST00003887 SWM Expenses SWM Expenses 593.50 593.50Total for Check Number 47001: HEPC HP, Inc.10/06/201747002 59097728 Technology Supplies Technology Supplies 179.00 59097729 Technology Supplies Technology Supplies 179.00 358.00Total for Check Number 47002: 0447 I.U.O.E Local 49 Benefit Fund-Insurance 10/06/201747003 10152017-IUOE Nov 17 Premium Nov 17 Premium 1,325.00 Page 9AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 1,325.00Total for Check Number 47003: 1500 Kootenia Homes, LLC 10/06/201747004 10052017-1500AP 1500 Arden Place Escrow Release 1500 Arden Place Escrow Release 10,000.00 10,000.00Total for Check Number 47004: 5138 League of MN Cities Ins. Trust 10/06/201747005 34413 Worker's Comp Expenses Worker's Comp Expenses 1,697.00 1,697.00Total for Check Number 47005: 5443 Metro Products, Inc.10/06/201747006 128967 Water Expenses Water Expenses 389.68 389.68Total for Check Number 47006: 2490 Minnesota Pipe & Equipment 10/06/201747007 0386159 Water Expenses 710.93 0386792 Water Expenses Water Expenses 238.32 0386804 Water Expenses 1,795.06 2,744.31Total for Check Number 47007: 4529 Pioneer Manufacturing Company 10/06/201747008 INV655964 Parks Expenses Parks Expenses 1,783.75 1,783.75Total for Check Number 47008: 0282 Republic Services #899 10/06/201747009 0899-003103600 Parks Expenses Parks Expenses 229.26 0899-003110323 Sept 17 Recycling Parks Expenses -1,379.03 0899-003110323 Sept 17 Recycling Parks Expenses 7,643.88 6,494.11Total for Check Number 47009: 1595 Stanley Access Tech, LLC 10/06/201747010 905033236 City Hall Repair City Hall Repair 4,200.00 4,200.00Total for Check Number 47010: 0336 T.A. Schifksy & Sons, Inc.10/06/201747011 61971 Streets Paving Expenses Streets Paving Expenses 156.00 156.00Total for Check Number 47011: UofM University of Minnesota 10/06/201747012 09212017-UofM Maintenance Supervisor Training Maintenance Supervisor Training 405.00 405.00Total for Check Number 47012: 0447 I.U.O.E Local 49 Benefit Fund-Insurance 10/06/201747013 10.15.2017-IUOE Nov 17 Premium Nov 17 Premium 9,360.00 9,360.00Total for Check Number 47013: 2490 Minnesota Pipe & Equipment 10/06/201747014 0384268 Water Hydrants Water Hydrants 19,220.34 19,220.34Total for Check Number 47014: 1161 Valley-Rich Co., Inc.10/06/201747015 Page 10AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 24614 Water Hydrant Replacement Water Hydrant Replacement 7,635.68 7,635.68Total for Check Number 47015: 185,244.77Total for 10/6/2017: 0602 US BANK 10/10/2017ACH Frid-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 326.70 Frid-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 326.71 Frid-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 145.47 Grant-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 337.71 Hanson-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 250.00 Mikacevi-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 200.00 Mikacevi-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 64.24 Perrault-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 225.00 Perrault-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 14.99 Perrault-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 105.00 Perrault-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 610.83 Rebate-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses -21.64 Rebate-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses -28.25 Rebate-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses -47.23 Rebate-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses -50.02 Rebate-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses -26.76 Rebate-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses -31.09 Rebate-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses -27.66 Rebate-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses -5.41 Rebate-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses -11.91 Scherbel-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 305.00 Scherbel-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 65.00 Scherbel-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 9.63 Schifsky-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 32.12 Schifsky-080917 Aug/Sept 17 CC Expenses Aug/Sept 17 CC Expenses 33.98 2,802.41Total for this ACH Check for Vendor 0602: 2,802.41Total for 10/10/2017: 0192 Grainger, Inc 10/13/2017ACH 9560463284 Parks Expenses Parks Expenses 465.19 465.19Total for this ACH Check for Vendor 0192: 0319 City of Roseville 10/13/2017ACH 0223506 Laserfiche Dues Laserfiche Dues 902.92 0223508 NetMotion Expenses Laserfiche Dues 300.00 0223510 NetMotion Expenses Laserfiche Dues 300.00 1,502.92Total for this ACH Check for Vendor 0319: 0761 Electric Pump, Inc 10/13/2017ACH 0061181-IN Sewer Expenses Sewer Expenses 604.45 604.45Total for this ACH Check for Vendor 0761: 0922 North Suburban Access Corporation 10/13/2017ACH 17-121 Cable Supplies Cable Supplies 76.18 76.18Total for this ACH Check for Vendor 0922: Page 11AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 1223 Adam's Pest Control, Inc.10/13/2017ACH 2601623 October 17 Pest Control October 17 Pest Control 66.29 66.29Total for this ACH Check for Vendor 1223: 1408 Supply Solutions 10/13/2017ACH 15438 City Hall Supplies City Hall Supplies 199.96 199.96Total for this ACH Check for Vendor 1408: 5587 CES Imaging 10/13/2017ACH INV073229 Sept 17 Expenses Sept 17 Expenses 60.00 60.00Total for this ACH Check for Vendor 5587: 5665 Metering & Technology Solution 10/13/2017ACH 9922 Water Expenses Water Expenses 174.78 174.78Total for this ACH Check for Vendor 5665: 7025 On Site Sanitation 10/13/2017ACH 479158 Water Expenses Parks Expenss 562.00 562.00Total for this ACH Check for Vendor 7025: 8032 Pace Analytical Field Svc 10/13/2017ACH 12170920 Aug 17 Drinking Water Aug 17 Drinking Water 721.00 721.00Total for this ACH Check for Vendor 8032: HANSJ Julie Hanson 10/13/2017ACH 10062017-JH Oct 17 Expense Report Oct 17 Expense Report 49.24 49.24Total for this ACH Check for Vendor HANSJ: JOHC Johnson Controls 10/13/2017ACH 1-55966405310 City Hall Repairs City Hall Repairs 375.30 375.30Total for this ACH Check for Vendor JOHC: TOII Tokle Inspections, Inc 10/13/2017ACH 10012017-Tokle September 2017 Inspections September 2017 Inspections 2,007.20 2,007.20Total for this ACH Check for Vendor TOII: 0600 315800-NCPERS Minnesota 10/13/201747016 31581017 Sept 17 Payroll Deductions Sept 17 Payroll Deductions 64.00 64.00Total for Check Number 47016: 2849 All State Companies, Inc 10/13/201747017 362 2015 PMP Construction 2015 PMP Construction 1,495.00 1,495.00Total for Check Number 47017: UB*00238 Lee & Tiara Applequist 10/13/201747018 Refund Check 29.08 29.08Total for Check Number 47018: 3150 Bartel, Brent & Maren 10/13/201747019 2017-00060 Escrow Release: 3150 Hamline Ave Escrow Release: 3150 Hamline Ave 10,000.00 Page 12AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 10,000.00Total for Check Number 47019: 0131 Beisswenger's How-To Store 10/13/201747020 934576 PW Supplies PW Supplies 27.99 935449 PW Supplies PW Supplies 11.85 937031 PW Supplies PW Supplies 13.78 937123 PW Supplies PW Supplies 14.90 940379 PW Supplies PW Supplies 29.99 940740 PW Supplies PW Supplies 14.40 941965 PW Supplies PW Supplies 25.98 942111 PW Supplies PW Supplies 23.97 942886 PW Supplies PW Supplies 29.98 192.84Total for Check Number 47020: CPF1 Central Pension Fund 10/13/201747021 09302017-CPF September 17 Contributions September 17 Contributions 1,228.80 1,228.80Total for Check Number 47021: 0176 Frattallone's Hardware, Inc.10/13/201747022 076342-A PW Expenses 16.17 076357-A PW Expenses 21.96 076400-A PW Expenses PW Expenses 13.95 076561-A PW Expenses PW Expenses 25.99 076568-A PW Expenses PW Expenses 12.16 90.23Total for Check Number 47022: UB*00236 Richard Grayson 10/13/201747023 Refund Check 46.92 46.92Total for Check Number 47023: 0147 ISD 621-Mounds View Community Ed 10/13/201747024 1706-0504 Fall Soccer Pictures Fall Soccer Pictures 480.00 6960 Fall Soccer Pictures Fall Soccer Pictures 27.90 507.90Total for Check Number 47024: 0879 Lexington Floral, Inc.10/13/201747025 100004754 Employee Recognition Employee Recognition 95.24 95.24Total for Check Number 47025: 0115 Main Floral, LLC 10/13/201747026 3520 Employee Recognition Employee Recognition 80.29 80.29Total for Check Number 47026: 0777 Menards 10/13/201747027 88248 PW Expenses PW Expenses 12.97 12.97Total for Check Number 47027: 0257 Minnesota Dept. of Health 10/13/201747028 08162017-MDH Q3 17 Water Supply Q3 17 Water Supply 4,186.00 4,186.00Total for Check Number 47028: 2490 Minnesota Pipe & Equipment 10/13/201747029 Page 13AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 0379980 Water Expenses Water Expenses 275.00 0385796 Water Expenses Water Expenses 6,048.56 0387016 Water Expenses Water Expenses 604.71 6,928.27Total for Check Number 47029: UB*00237 David Murray 10/13/201747030 Refund Check 24.62 24.62Total for Check Number 47030: 0155 Office of MN IT Services 10/13/201747031 W17080628 August 17 Phone Expenses August 17 Phone Expenses 777.50 777.50Total for Check Number 47031: 1955 OpenGov 10/13/201747032 INV-000618 Technology Expenses Technology Expenses 5,000.00 5,000.00Total for Check Number 47032: 0811 Ramsey County 10/13/201747033 PRRRV-000663 Q3 17 Election Payment Q3 17 Election Payment 4,682.00 4,682.00Total for Check Number 47033: 0282 Republic Services #899 10/13/201747034 0899-003117864 Hazelnut Park Expenses Hazelnut Park Expenses 2,875.17 2,875.17Total for Check Number 47034: 0327 Staples Business Advantage 10/13/201747035 3351069954 Office Supplies Office Supplies 200.25 3351697614 Office Supplies Office Supplies 134.26 3352229031 Office Supplies Office Supplies 22.49 3352663067 Office Supplies Office Supplies 210.50 3352668391 Office Supplies Office Supplies 27.38 3353318298 Office Supplies Office Supplies 185.49 3353668390 Office Supplies Office Supplies 29.99 3353998432 Office Supplies Office Supplies 33.99 844.35Total for Check Number 47035: 0576 TimeSaver Off Site Secretarial 10/13/201747036 M23193 9/6 Plan Com Mth & 9/11 CC Mtg 9/6 Plan Com Mth & 9/11 CC Mtg 285.00 M23193 9/6 Plan Com Mth & 9/11 CC Mtg 9/6 Plan Com Mth & 9/11 CC Mtg 153.00 438.00Total for Check Number 47036: 3259 Voss, Wendy 10/13/201747037 2016-01432 Escrow Release: 3259 Katie Lane Escrow Release: 3259 Katie Lane 1,721.00 1,721.00Total for Check Number 47037: UB*00235 John & Joanne Westley 10/13/201747038 Refund Check 5.68 5.68Total for Check Number 47038: 48,190.37Total for 10/13/2017: Page 14AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 0243 Metropolitan Council-Waste Water 10/17/2017ACH 0001071216 Sept 17 Wastewater Expenses Nov 17 Wastewater Expenses 61,701.52 0001072783 Nov 17 Wastewater Expenses Nov 17 Wastewater Expenses 61,701.52 123,403.04Total for this ACH Check for Vendor 0243: 1115 WSB & Associates, Inc.10/17/2017ACH 3455-00011 August 17 Engineering Expenses August 17 Engineering Expenses 5,502.25 3455-00011 August 17 P&Z Expenses August 17 Engineering Expenses 5,190.00 3455-0017 August 17 Engineering Expenses-Gelhar August 17 Engineering Expenses-DPW Gelhar 5,730.00 3455-0017 August 17 Engineering Expenses-DPW August 17 Engineering Expenses-DPW Gelhar 1,260.00 3455-0017 August 17 Engineering Expenses-DPW August 17 Engineering Expenses-DPW Gelhar 525.00 3455-0017 August 17 Engineering Expenses-DPW August 17 Engineering Expenses-DPW Gelhar 2,100.00 3455-0017 August 17 Engineering Expenses-DPW August 17 Engineering Expenses-DPW Gelhar 2,100.00 3455-0017 August 17 Engineering Expenses-DPW August 17 Engineering Expenses-DPW Gelhar 315.00 3455-0017 August 17 Engineering Expenses-DPW August 17 Engineering Expenses-DPW Gelhar 525.00 3455-0017 August 17 Engineering Expenses-DPW August 17 Engineering Expenses-DPW Gelhar 525.00 3455-0017 August 17 Engineering Expenses-DPW August 17 Engineering Expenses-DPW Gelhar 2,100.00 3455-0017 August 17 Engineering Expenses-DPW August 17 Engineering Expenses-DPW Gelhar 1,050.00 3455-1409 August 17 Old Snelling Trail Expenses August 17 Engineering Expenses 13,103.25 3455-2006 August 17 P&Z Expenses August 17 Engineering Expenses 2,821.00 3455-2006 August 17 Engr Expenses August 17 Engineering Expenses 8,493.50 3455-2006 August 17 P&Z Expenses August 17 Engineering Expenses 2,052.00 53,392.00Total for this ACH Check for Vendor 1115: 2490 Minnesota Pipe & Equipment 10/17/201747039 0384681 Water Hydrant Replacement Water Hydrant Replacement 12,869.80 12,869.80Total for Check Number 47039: 0811 Ramsey County 10/17/201747040 PUBW-016649 Street Striping Street Striping 8,006.34 SHRFL-001648 Oct 17 RC Sheriff Oct 17 RC Sheriff 98,147.73 106,154.07Total for Check Number 47040: 295,818.91Total for 10/17/2017: Report Total (141 checks): 761,073.70 Page 15AP Checks by Date - Detail by Check Date (10/19/2017 6:03 AM) CONSENT ITEM – 5B MEMORANDUM DATE: October 23, 2017 TO: Mayor and City Council William S. Joynes, Sr., City Administrator FROM : Dave Perrault, Interim Director of Finance and Administrative Services SUBJECT: Utility Rate Study Approval Budgeted Amount: Actual Amount: Funding Source: $55,000 $30,000-$40,000 Utility Funds City Council Should Consider The City Council should consider approving the Utility Rate Study as proposed by Ehlers for future setting of Development Fees and Uti lity Rates. Background and Discussion A rate study was last conducted in 2008 by Ehlers and accepted by the City Council. In the last ten years, a formal rate study has not been conducted, the City has relied on internal analysis for rate setting. Looking towards future development projects, TCAAP and other development projects, the City will need a comprehensive analysis of utility rat es to ensure our Enterprise (Utility) Funds, which provide water, sanitary sewer, and surface water management services are financially stable. The City Council had an opportunity to review the RFP and ask questions at the October 16th, 2017 worksession. Attachments Attachment A: Utility Rate Study RFP Dave Perrault September 25, 2017 Interim Finance Director City of Arden Hills 1245 Highway 96 W Arden Hills, MN 55113 Re: Proposal for Utility Rate Study and Development Fee Analysis Dear Mr. Perrault: On behalf of Ehlers, I am pleased to present this proposal to provide financial planning services to the City of Arden Hills. Our experience in public finance, utility rate consulting, and redevelopment brings the necessary skills and perspectives to deliver the highest quality services. Ehlers proposes to complete a Development Fee Analysis for TCAAP and a City-wide Utility Rate Study for each utility fund. Project Understanding The purpose of the proposed Development Fee Analysis and Utility Rate Study will be to (i) develop comprehensive fee structures for Council consideration that will assure development in TCAAP will cover 100% of the costs of a new water tower, lift station and water booster station , (ii) review existing utility rates and charges to assure there is adequate revenue to address long -term repair, replacement and operational costs of the existing sy stem, along with appropriate reserves, if TCAAP is never developed and (iii) show what affect development within TCAAP will have on long -term user rates if/when developed . The proposed Analysis is a long -term financial planning tool to design and project future utility rates that meet the needs of the City. This includes encompassing the need for capital improvements, changes in operating expenses, and impacts of existing debt and proposed debt. For the new water tower, lift station and booster station, it is anticipated that the City will impose area charges that will be paid when the land is platted for the various developments. Proposed Scope of Work The Development Fee Analysis and Utility Rate Study will be conducted in the following steps. Step 1: Complete a Review of the TCAAP Master Plan The Development Fee Analysis will be based on the amount, type, and timing of development specified in the Master Plan. Step 2: Complete a Review of the TCAAP Capital Improvement Plan We will work with the City staff and engineers to refine the total cost s based upon the approved Master Plan. Furthermore, we will obtain a breakdown of the total costs into different components of the system. For example, for the sanitary sewer utility, we will work with the eng ineers to break out the costs and timing of lift stations, trunk lines, and laterals. Dave Perrault Proposal for Utility Rate Study and Development Fee Analysis Page 2 Step 3: Determine Annual Cost We will quantify the annual cost of debt service, assuming 15-year bonds are issued to finance the improvements. Step 4: Review options for development fees with the staff and Council and solicit feedback Ehlers will guide staff and Council through the options to solicit conceptual feedback and preferences on the fee options. Step 5: Prepare a Cashflow Projection for Water, Storm Water, and Sanitary Sewer This step entails developing a cashflow projection model for each utility. The projection will evaluate the costs associated with each capital improvement, and identify the revenues or financing needed in each of the next fifteen years. By quantifying the revenue targets we need to hit, we can develop fee stru ctures that provide the optimal cashflow to the City. The cashflow projection will be a working document that allows us to answer “what if” questions. What if the land develops differently than the Master Plan? What if development occurs more slowly than anticipated? What if it never occurs? Step 6: Develop a fee structure that will fully recover the City’s costs over 15 years Ehlers will make a recommendation for development related fees and quarterly utility fees that will ensure the City fully recover s its costs for installing the water tower, water booster station and lift station in TCAAP. Step 7: Evaluate the City’s financial risk The Development Fee study will include a sensitivity analysis to show the annual risk to the City of development occurs more slowly or with less density than anticipated. Step 8: Provide a comparison of fees in comparable communities The survey will compare development charges and utility fees for a newly constructed housing unit in Arden Hills with fees charged by comparable communities. Development Fee Study Deliverables  Four meetings with staff  Two meetings with the City Council  Financial projections, provided in PDF format  Development fee recommendations  Utility fee (connection and on-going user fee) recommendations  Power point presentation(s)  Comparison of fees Dave Perrault Proposal for Utility Rate Study and Development Fee Analysis Page 2 Cost The estimated cost will range from $30,000 to $40,000 and will be billed based upon actual time spent. If less time is required, the amount will be below $30,000 (we do not anticipate the need to ever exceed $40,000). Additional work or work outside of the scope , if requested by the City, will be performed at the hourly rate of $240. Thank you for your consideration. Ehlers stands ready to deliver financial planning services and surpass your expectations for quality a nd value. Sincerely, Stacie Kvilvang Senior Financial Advisor/Director Page 1 of 2 CONSENT ITEM – 5C MEMORANDUM DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Dave Perrault, Interim Director of Finance and Administrative Services SUBJECT: 2017 3rd Quarter Actuals Budgeted Amount: Actual Amount: Funding Source: N/A N/A N/A Council Should Consider Quarterly, City Staff provides the City Council with a budget to actual update, please find the attached General Fund, City-Wide Funds, and Investment Portfolio updates for review. The Council may choose to accept the reports as is or provide further direction. Background Overall, expenditures are running below what was budgeted due to the timing of capital projects, while revenue is below due to the timing utility billing revenues and other anticipated intergovernmental revenues. General Fund expenditures are running below forecast, however, this may change at year-end. Please remember governmental accounting is not done on an accrual basis, the numbers reflect what was actually taken in as revenue or paid out as expenditures thru September 30th, 2017. Adjustments for accruals, deferrals, and other accounting requirements are made at year end and will affect ending numbers at the close of the fiscal year. An Investment Portfolio has also been included with these financial reports. Per the Investment Policy, our Benchmark Rate is the 4M plus Rate. At September 30th, 2017 – this rate was 0.77% and our portfolio is averaging 2.65%. All of our investments are in government secured or government backed deposits. The section listed at the top of the portfolio are the “liquid” investments that we can access at any time. As we try to stay diversified in this area we will be Page 2 of 2 transferring between these accounts. We are working on cash flows with the CIP projects, along with the utility billing cycles to determine how much and when we can invest. Discussion City Staff respectfully request the City Council review the quarterly updates for further discussion. Attachment Attachment A: Investment Portfolio Analysis Attachment B: General Fund Revenues and Expenditures Summary Attachment C: City-Wide Revenues and Expenditures Summary Br o k e r a g e La s t P u r c h Ma t u r i t y Ne x t C a l l Av g Ty p e In v e s t m e n t D e s c r i p t i o n Ca t e g o r y Co n c e n - Fa c e / C o s t Yi e l d t o An n u a l i z e d Interest Accrued Da t e Da t e Da t e Ma t u r i t y * CU S I P To t a l tr a t i o n Ma t u r i t y Co s t Y i e l d A m o u n t Market Value Earned YTD Interest 4M F u n d 30 D a y s M M M N M u n i c i p a l L i q u i d A s s e t F u n d ( G e n e r a l ) 2 8 % $ 45 5 , 7 6 0 . 4 0 0 . 7 7 0 % $ 3 , 5 0 9 . 3 6 $ 4 5 5 , 7 6 0 . 4 0 4 , 8 7 0 . 2 5 - 4M F u n d 30 D a y s M M M N M u n i c i p a l L i q u i d A s s e t F u n d ( P a y r o l l ) 0 % 1 . 4 7 0 . 7 7 0 % 0 . 0 1 $ 1 . 4 7 7 . 3 5 - 4M P L U S F u n d 90 D a y s M M M N M u n i c i p a l P L U S F u n d ( G e n e r a l ) 0% 1 0 . 3 7 0 . 8 3 0 % 0 . 0 9 1 0 . 3 7 - - 4M P L U S F u n d 90 D a y s M M M N M u n i c i p a l P L U S F u n d ( P I R ) 0% 2 0 . 8 9 0 . 7 7 0 % 0 . 1 6 2 0 . 8 9 81.10 - Af f i n i t y P l u s 30 d a y s M M S h a r e - S 1 A f f i n i t y P l u s S h a r e A c c o u n t 0% 3 7 8 . 7 2 0 . 1 0 0 % 0 . 3 8 3 7 8 . 7 2 2.82 - Af f i n i t y P l u s 1 2 / 3 1 / 1 7 1 2 / 3 1 / 1 7 0 . 2 5 M M / C D I 1 6 6 0 M o n t h C e rt i f i c a t e 6% 1 0 6 , 0 8 3 . 3 2 1 . 2 4 3 % 1 , 3 1 8 . 6 2 1 0 6 , 0 8 3 . 3 2 981.18 - Af f i n i t y P l u s 1 2 / 3 1 / 1 7 1 2 / 3 1 / 1 7 0 . 2 5 M M / C D I 4 8 S t e p - U p C D 16 % 2 6 8 , 1 8 1 . 5 4 3 . 4 9 4 % 9 , 3 7 0 . 2 6 2 6 8 , 1 8 1 . 5 4 6,907.75 - Af f i n i t y P l u s 1 2 / 3 1 / 1 7 1 2 / 3 1 / 1 7 0 . 2 5 M M / C D I 9 4 W A H O O C e r t i fi c a t e 2% 2 5 , 3 4 2 . 5 2 0 . 3 4 9 % 8 8 . 4 5 2 5 , 3 4 2 . 5 2 66.07 - We l l s F a r g o S e c u r i t i e s 30 D a y s M M W e l l s F a r g o G o v t M M F u n d 14 % 2 3 2 , 7 4 8 . 0 6 0 . 5 6 0 % 1 , 3 0 3 . 3 9 2 3 2 , 7 4 8 . 0 6 887.56 - Mo r g a n S t a n l e y 30 D a y s M M M S C a s h C l e a r i n g A c c o u n t 0% 1 , 4 6 5 . 9 7 0 . 5 9 0 % 8 . 6 5 1 , 4 6 5 . 9 7 - - RB C W e a l t h M a n a g e m e n t 30 D a y s M M R B C W e a l t h M a n a g e m e n t M M F u n d 3% 5 0 , 9 9 0 . 4 5 0 . 0 1 0 % 5 . 1 0 5 0 , 9 9 0 . 4 5 2.58 - We l l s F a r g o A d v i s o r s 30 D a y s M M W e l l s F a r g o A d v 1 0 0 % T r e a s u r y M M F u n d 3 1 % 5 0 4 , 94 9 . 6 3 0 . 0 0 1 % 5 . 0 5 5 0 4 , 9 4 9 . 6 3 40.03 - - Su b - T o t a l 16 % 1, 6 4 5 , 9 3 3 . 3 4 0. 9 4 8 % 15 , 6 0 9 . 5 0 $1,645,933.34 13,846.69 - US B a n k C o m m e r c i a l 0 8 / 0 1 / 1 7 0 3 / 0 1 / 1 8 0 3 / 0 1 / 1 8 0 . 4 2 C P U S B a nk C o m m e r c i a l P a p e r 1% 1 0 0 , 5 3 1 . 9 6 0 . 2 0 0 % 2 0 1 . 0 6 1 0 0 , 5 4 9 . 2 7 152.93 - RB C W e a l t h M a n a g e m e n t 1 2 / 0 3 / 1 3 1 0 / 3 1 / 2 3 0 4 / 3 0 / 1 6 6 . 0 9 C D 06 4 2 7 J A A 8 B a n k o f B l u f f s I L L 1% 1 4 0 , 6 7 4 . 5 9 0 3 . 2 5 0 % 4 , 5 7 1 . 9 2 1 4 1 , 2 4 6 . 7 5 3 , 4 4 0 . 0 1 - RB C W e a l t h M a n a g e m e n t 1 2 / 0 5 / 1 3 0 7 / 1 5 / 2 6 0 7 / 1 5 / 2 3 8 . 7 9 M u ni 5 9 4 3 8 1 F Q 3 M i c h i g a n C i t y I N D S C H B L D G 2% 2 5 7 , 9 8 4 . 3 8 0 4 . 6 5 0 % 1 1 , 9 9 6 . 2 7 2 6 7 , 4 6 2 . 5 0 1 1 , 6 2 5 . 0 0 - RB C W e a l t h M a n a g e m e n t 1 0 / 2 4 / 1 6 0 2 / 0 1 / 2 7 N / A 9 . 3 5 M u n i 4 1 9 79 1 Y U 6 H a w a i i S T G O B D S 4% 4 4 8 , 8 8 1 . 7 1 0 5 . 4 3 0 % 2 4 , 3 7 4 . 2 8 4 1 7 , 7 7 4 . 0 0 1 9 , 0 0 5 . 0 0 - RB C W e a l t h M a n a g e m e n t 0 7 / 3 1 / 1 4 0 7 / 3 1 / 3 4 0 7 / 3 1 / 1 9 1 6 . 8 4 C D 9 4 9 8 6 T R D 1 W e l l s F a r g o B a n k N C A 1% 1 5 0 , 1 7 2 . 6 0 3 . 0 0 0 % 4 , 5 0 5 . 1 8 1 4 7 , 1 7 2 . 5 0 3 , 3 6 5 . 7 6 - RB C W e a l t h M a n a g e m e n t 0 8 / 1 7 / 1 7 0 2 / 1 6 / 1 8 N / A 0 . 3 8 C D 0 2 0 0 6 L4 W 0 A l l y B K M i d v a l e U t a h C D 2% 2 4 8 , 0 0 0 . 0 0 1 . 3 0 0 % 3 , 2 2 4 . 0 0 2 4 8 , 0 0 0 . 0 0 0 . 0 0 - RB C W e a l t h M a n a g e m e n t 0 8 / 1 6 / 1 7 0 2 / 1 6 / 1 8 N / A 0 . 3 8 C D 2 5 4 6 7 3A N 6 D i s c o v e r B K C D 2% 2 4 8 , 0 0 0 . 0 0 1 . 3 0 0 % 3 , 2 2 4 . 0 0 2 4 8 , 0 0 0 . 0 0 0 . 0 0 - RB C W e a l t h M a n a g e m e n t 0 9 / 1 4 / 1 6 0 9 / 1 4 / 1 8 0 3 / 1 4 / 1 7 0 . 9 6 C D 46 5 0 7 6 J K 4 I s r a e l B a n k D i s c N e w Y o r k 2% 2 4 8 , 0 4 0 . 7 7 1 . 2 0 0 % 2 , 9 7 6 . 4 9 2 4 6 , 6 9 3 . 0 4 2 , 9 7 6 . 0 0 - RB C W e a l t h M a n a g e m e n t 0 9 / 2 3 / 1 6 0 9 / 2 4 / 1 8 1 2 / 2 6 / 1 6 0 . 9 8 C D 68 6 2 1 K A D 3 O r i e n t a l B a n k B r o k e r e d I n s t 2% 2 4 9 , 0 0 0 . 0 0 1 . 2 0 0 % 2 , 9 8 8 . 0 0 2 4 7 , 6 1 0 . 5 8 2 , 2 4 3 . 0 5 - RB C W e a l t h M a n a g e m e n t 0 9 / 2 6 / 1 6 0 9 / 2 6 / 1 9 1 0 / 2 6 / 1 6 1 . 9 9 C D 20 0 3 3 A S D 9 C o m e n i t y B a n k U T A H 2% 2 4 9 , 0 0 0 . 0 0 1 . 3 0 0 % 3 , 2 3 7 . 0 0 2 4 5 , 9 9 4 . 5 7 2 , 4 2 9 . 9 4 - RB C W e a l t h M a n a g e m e n t 0 8 / 0 6 / 1 5 0 8 / 2 0 / 2 0 N / A 2 . 8 9 C D 1 4 0 4 2 E5 F 3 C a p i t a l O n e B a n k B A 1% 1 0 0 , 0 0 0 . 0 0 2 . 3 0 0 % 2 , 3 0 0 . 0 0 9 9 , 8 1 7 . 0 0 2 , 3 0 0 . 0 0 - RB C W e a l t h M a n a g e m e n t 0 8 / 0 6 / 1 5 0 8 / 0 5 / 2 0 N / A 2 . 8 5 C D 1 4 0 4 2 0U C 2 C a p i t a l O n e M c l e a n , V A 1% 1 0 0 , 0 0 0 . 0 0 2 . 3 0 0 % 2 , 3 0 0 . 0 0 1 0 1 , 0 3 4 . 0 0 2 , 3 0 0 . 0 0 - RB C W e a l t h M a n a g e m e n t 0 8 / 1 2 / 1 5 0 8 / 1 2 / 2 0 N / A 2 . 8 7 C D 3 8 1 4 8 JB 8 3 G o l d m a n S a c h s 2% 2 4 5 , 0 0 0 . 0 0 2 . 3 5 0 % 5 , 7 5 7 . 5 0 2 4 7 , 8 6 4 . 0 5 5 , 7 5 7 . 5 0 - RB C W e a l t h M a n a g e m e n t 0 6 / 0 1 / 1 5 0 6 / 3 0 / 2 1 N / A 3 . 7 5 M u n i 6 8 6 05 3 C L 1 O r e g o n S c h o o l B o a r d A s s o c i a t i o n P e n s i o n 3 % 2 9 6 , 6 24 . 1 0 0 . 0 0 0 % 0 . 0 0 3 1 4 , 2 7 4 . 3 0 0 . 0 0 RB C W e a l t h M a n a g e m e n t 0 1 / 3 0 / 1 7 1 2 / 3 0 / 2 1 N / A 4 . 2 5 M u n i 3 3 7 67 A R 7 8 F i r s t b a n k P R S a n t u r c e 2% 2 4 9 , 0 0 0 . 0 0 2 . 2 0 0 % 5 , 4 7 8 . 0 0 2 5 0 , 4 7 1 . 5 9 3 , 6 4 6 . 9 9 RB C W e a l t h M a n a g e m e n t 0 3 / 2 2 / 1 7 0 3 / 2 2 / 2 2 0 9 / 2 2 / 1 7 4 . 4 8 M u ni 7 9 5 4 5 0 Z W 8 S a l l i e M a e B K S a l t L a k e C i t y 2% 2 4 7 , 0 0 0 . 0 0 2 . 3 5 0 % 5 , 8 0 4 . 5 0 2 4 9 , 3 7 1 . 2 0 2 , 9 2 6 . 1 0 RB C W e a l t h M a n a g e m e n t 1 2 / 2 2 / 1 6 1 0 / 2 7 / 2 2 0 4 / 2 7 / 1 7 5 . 0 8 A g en c y 3 1 3 0 A 9 R L 7 F e d e r a l H o m e L o a n B a n k L 7 4% 3 6 9 , 4 5 5 . 2 8 1 . 0 0 0 % 3 , 6 9 4 . 5 5 3 6 8 , 7 4 9 . 4 0 1 , 8 5 0 . 0 0 - RB C W e a l t h M a n a g e m e n t 1 2 / 1 2 / 1 4 0 2 / 0 1 / 2 4 0 2 / 0 1 / 1 8 6 . 3 4 M u ni 5 3 7 0 2 0 R W 1 L i t t l e C a n a d a M i n n , T a x a b l e G O 1% 1 4 6 , 5 0 5 . 0 9 5 . 2 0 0 % 7 , 6 1 8 . 2 6 1 3 1 , 4 2 2 . 2 0 6 , 7 6 0 . 0 0 - RB C W e a l t h M a n a g e m e n t 1 2 / 2 8 / 1 6 0 3 / 0 1 / 2 4 0 3 / 0 1 / 1 9 6 . 4 2 M u ni 6 0 3 7 4 Y 6 7 6 M i n n e a p o l i s M i n n T a x a b a l e G O 6% 5 9 6 , 0 4 0 . 5 0 4 . 8 0 0 % 2 8 , 6 0 9 . 9 4 5 7 0 , 5 0 4 . 0 0 2 6 , 4 0 0 . 0 0 - RB C W e a l t h M a n a g e m e n t 0 3 / 1 6 / 1 7 1 1 / 2 3 / 1 7 0 5 / 2 3 / 1 7 0 . 1 5 A g en c y 3 1 3 6 G 2 S 8 1 F e d e r a l N a t i o n a l M T G A S S N 1% 9 9 , 9 7 0 . 8 3 1 . 5 0 0 % 1 , 4 9 9 . 5 6 9 9 , 1 6 5 . 0 0 7 5 0 . 0 0 - RB C W e a l t h M a n a g e m e n t 0 3 / 1 6 / 1 7 0 4 / 2 8 / 3 1 0 4 / 2 8 / 1 7 1 3 . 5 8 A ge n c y 3 1 3 6 G 3 G Z 1 F e d e r a l N a t i o n a l M T G A S S N 2 0 1 4 A 2% 2 4 9 , 8 7 5 . 0 0 1 . 5 0 0 % 3 , 7 4 8 . 1 3 2 4 8 , 3 3 0 . 0 0 1 , 8 7 5 . 0 0 - Ci t y o f A r d e n H i l l s In v e s t m e n t P o r t f o l i o A n a l y s i s 9/ 3 0 / 2 0 1 7 Mo r g a n S t a n l e y 1 2 / 2 1 / 1 2 1 2 / 2 1 / 1 7 N / A . 7 5 Y r C D 8 5 6 2 8 4 J 2 1 N e w Y o r k N Y 2% 2 4 5 , 0 0 0 . 0 0 1 . 2 0 0 % 2 , 9 4 0 . 0 0 2 4 5 , 0 5 3 . 9 0 1 , 4 6 5 . 9 7 - We l l s F a r g o S e c u r i t i e s 0 1 / 0 7 / 0 9 0 2 / 0 1 / 1 7 N / A C a l l e d M u n i 6 88 4 4 3 J 2 7 O s s e o M N S c h D i s t 2 7 9 - O P E B 0% - 6 . 0 0 0 % - - (2,192.50) - W e l l s F a r g o S e c u r i t i e s 0 1 / 1 9 / 1 2 0 2 / 0 1 / 1 8 N / A 0 . 3 4 M u n i 6 6 2 14 0 6 G 2 N o r t h S t P a u l - M a p l e w o o d M u n i 2% 1 7 9 , 7 9 2 . 1 7 5 . 0 0 0 % 8 , 9 8 9 . 6 1 1 5 1 , 7 0 8 . 5 0 7,500.00 - W e l l s F a r g o S e c u r i t i e s 0 7 / 2 4 / 1 2 0 9 / 0 1 / 1 8 N / A 0 . 9 2 M u n i 5 9 1 85 2 U X 4 M e t r o p o l i t a n C o u n c i l M N G O S e r i e s 2 0 1 2 F 2 % 2 0 0 , 16 6 . 1 1 1 . 3 0 0 % 2 , 6 0 2 . 1 6 1 9 9 , 6 2 8 . 0 0 2,600.00 - W e l l s F a r g o S e c u r i t i e s 0 8 / 1 2 / 1 1 1 0 / 0 1 / 1 8 N / A 1 . 0 0 M u n i 6 7 9 38 4 B Q 9 O l a t h e , K S B A B 3% 2 8 0 , 5 8 6 . 3 9 4 . 0 0 0 % 1 1 , 2 2 3 . 4 6 2 5 5 , 2 7 7 . 5 0 5,000.00 - W e l l s F a r g o S e c u r i t i e s 0 1 / 1 1 / 1 1 0 6 / 1 5 / 1 9 N / A 1 . 7 1 M u n i 2 5 9 63 0 9 V C 3 E l k h o r n S c h D i s t B A B - D o u g l a s c o N E 3% 2 8 6 , 1 7 4 . 0 2 4 . 7 9 6 % 1 3 , 7 2 4 . 9 1 2 8 2 , 4 4 1 . 6 0 6,474.60 - W e l l s F a r g o S e c u r i t i e s 0 8 / 2 5 / 1 1 1 2 / 0 1 / 1 9 1 2 / 0 1 / 1 6 2 . 1 7 M u ni 6 0 2 2 4 5 U K 6 M i l w a u k e e C n t P e n s i o n P r o m N o t e 3% 2 7 8 , 6 0 7 . 0 0 5 . 8 3 0 % 1 6 , 2 4 2 . 7 9 2 4 2 , 8 6 7 . 2 5 14,521.25 - W e l l s F a r g o S e c u r i t i e s 0 7 / 2 4 / 1 2 0 9 / 0 1 / 2 1 N / A 3 . 9 2 M u n i 5 9 1 85 2 V A 3 M e t r o p o l i t a n C o u n c i l M N G O S e r i e s 2 0 1 2 F 1 % 1 5 0 , 18 2 . 0 8 1 . 9 0 0 % 2 , 8 5 3 . 4 6 1 4 9 , 0 1 1 . 5 0 2,850.00 - W e l l s F a r g o S e c u r i t i e s 0 8 / 1 2 / 1 1 1 0 / 0 1 / 2 1 1 0 / 0 1 / 1 9 4 . 0 1 M u ni 6 0 2 2 4 5 X E 7 M i l w a u k e e C n t y G O S e r i e s 4% 3 8 9 , 2 5 1 . 0 4 4 . 5 5 0 % 1 7 , 7 1 0 . 9 2 3 6 7 , 2 2 7 . 0 0 0.00 - W e l l s F a r g o S e c u r i t i e s 0 6 / 2 7 / 1 1 1 2 / 0 1 / 2 3 1 2 / 0 1 / 1 8 6 . 1 7 M u ni 6 8 8 2 5 E R 2 7 C i t y o f O s h k o s h B A B 6% 6 5 5 , 5 7 9 . 8 1 5 . 5 0 0 % 3 6 , 0 5 6 . 8 9 6 1 2 , 7 5 0 . 4 0 16,225.00 - We l l s F a r g o A d v i s o r s 0 6 / 1 3 / 1 2 0 6 / 1 3 / 1 7 N / A M a t u r e d C D 2 5 4 67 1 - C P - 3 D i s c o v e r B a n k 0% - 1 . 7 5 0 % - - 1,745.21 We l l s F a r g o A d v i s o r s 0 7 / 3 1 / 1 7 0 2 / 0 5 / 1 8 N / A 0 . 3 5 C D 6 1 7 4 7 M XM 8 M o r g a n S t a n l e y B a n k 2% 2 0 9 , 0 0 0 . 0 0 1 . 3 5 0 % 2 , 8 2 1 . 5 0 2 0 9 , 1 2 7 . 4 9 - W e l l s F a r g o A d v i s o r s 0 6 / 0 8 / 1 2 0 6 / 0 8 / 1 8 N / A 0 . 6 9 C D 3 6 1 5 7 P -F B - 0 G E C a p i t a l R e t a i l B a n k 2% 2 4 5 , 0 0 0 . 0 0 2 . 0 0 0 % 4 , 9 0 0 . 0 0 2 4 6 , 1 1 9 . 6 5 2,443.29 W e l l s F a r g o A d v i s o r s 1 1 / 2 8 / 1 4 1 1 / 2 8 / 1 8 N / A 1 . 1 6 C D 0 2 5 8 7 D W J A m E x C e n t r B k , S a l t L k C t y , U T 2% 2 4 5 , 0 0 0 . 0 0 2 . 0 0 0 % 4 , 9 0 0 . 0 0 2 4 6 , 1 0 9 . 8 5 2,429.86 W e l l s F a r g o A d v i s o r s 0 7 / 1 6 / 1 4 0 7 / 1 6 / 1 9 N / A 1 . 7 9 C D 0 6 7 4 0 K -H F - 7 B a r c l a y s B K D e l a w a r e 1% 1 5 0 , 0 0 0 . 0 0 2 . 0 5 0 % 3 , 0 7 5 . 0 0 1 5 0 , 8 7 0 . 0 0 3,075.00 W e l l s F a r g o A d v i s o r s 0 8 / 2 0 / 1 4 0 8 / 2 0 / 1 9 N / A 1 . 8 9 C D 9 9 0 0 0 F -H Q - 4 W o r l d s F o r e m o s t B a n k 2% 2 0 0 , 0 0 0 . 0 0 2 . 0 0 0 % 4 , 0 0 0 . 0 0 2 0 0 , 3 7 4 . 0 0 3 , 0 0 2 . 7 7 W e l l s F a r g o A d v i s o r s 0 3 / 0 9 / 1 7 0 3 / 2 9 / 2 2 0 3 / 0 9 / 1 7 4 . 5 0 N o t e 3 1 3 4 G B C L 4 F e d e r a l H o m e L n M T G C O R P 0% 0 . 0 0 1 . 5 0 0 % 0 . 0 0 - 3,750.00 Su b - T o t a l Fi x e d R a t e I n s t r u m e n t s 84 % 8, 7 5 4 , 0 9 5 . 4 3 2. 9 7 2 % 26 0 , 1 4 9 . 3 4 8,550,072.59 170,693.73 0.00 Su b - T o t a l Ze r o C o u p o n I n s t r u m e n t s ( C o s t ) 0% 0. 0 0 0. 0 0 0 % 0.00 0.00 Ze r o I n s t r u m e n t s I n t e r e s t A c c r e t i o n 0. 0 0 Ze r o I n s t r u m e n t s B o o k C a r r y i n g V a l u e 0. 0 0 0.00 0.00 To t a l I n v e s t m e n t s 10 0 % $1 0 , 4 0 0 , 0 2 8 . 7 7 2. 6 5 2 % $2 7 5 , 7 5 8 . 8 5 $10,196,005.93 $184,540.42 $0.00 = c a l l a b l e Ov e r a l l A n n u a l i z e d R a t e o f R e t u r n 2. 6 5 2 % Interest Rec' 2017 $184,540.42 An n u a l i z e d R a t e o f R e t u r n w / o M o n e y M a r k e t 2. 9 7 2 % 2016 Int Rec'd 2017 $45,375.27 *A v e r a g e M a t u r i t y i n Y e a r s u n l e s s o t h e r w i s e n o t e d 2017 Int not Rec'd Be n c h m a r k - 4 M P l u s R a t e 0. 7 7 0 % Total 2017 Int Income $139,165.15 City of Arden Hills General Fund Budget Summary 2017 Q3 Revenues Adopted Amended Year to Date Budget YTD FY 2017 FY 2017 9/30/2017 Available % of Budgeted Operating Revenue Mayor & Council -$ -$ -$ - 0.00% Elections - - - - 0.00% Administration 3,985,399 3,985,399 2,089,263 1,896,136 52.42% Finance & Administrative Services 71,773 71,773 202 71,571 0.28% TCAAP - - - - 0.00% Planning & Zoning 20,880 20,880 152,745 (131,865) 731.54% Government Buildings 101,782 101,782 579 101,203 0.57% Police & Animal Control 99,383 99,383 15,339 84,044 15.43% Dispatch - - - - 0.00% Fire Protection - - - - 0.00% Emergency Management - - - - 0.00% Protective Inspections 372,000 372,000 583,510 (211,510) 156.86% Street Maintenance 88,550 88,550 92,620 (4,070) 104.60% Park Maintenance 8,230 8,230 7,049 1,181 85.64% Recreation 112,300 112,300 110,010 2,290 97.96% Celebrating Arden Hills - - - - 0.00% Transfers - - - - 0.00% Total Operating Revenues 4,860,297 4,860,297 3,051,317 1,808,980 62.78% Other Financing Sources Mayor & Council - - - - 0.00% Elections - - - - 0.00% Administration - - - - 0.00% Finance & Administrative Services - - - - 0.00% TCAAP - - - - 0.00% Planning & Zoning - - - - 0.00% Government Buildings - - - - 0.00% Police & Animal Control - - - - 0.00% Dispatch - - - - 0.00% Fire Protection - - - - 0.00% Emergency Management - - - - 0.00% Protective Inspections - - - - 0.00% Street Maintenance - - - - 0.00% Park Maintenance - - - - 0.00% Recreation - - - - 0.00% Celebrating Arden Hills - - - - 0.00% Transfers - - - - 0.00% Total Other Financing Sources - - - - 0.00% Total General Fund 4,860,297 $ 4,860,297 $ 3,051,317 $ 1,808,980 $ 62.78% City of Arden Hills General Fund Budget Summary 2017 Q3 Expenses Adopted Amended Year to Date Budget YTD FY 2017 FY 2017 9/30/2017 Available % of Budgeted Operating Expenses Mayor & Council 66,409 $ 66,409 $ 34,334 $ 32,075 $ 51.70% Elections 23,000 23,000 11,773 11,227 51.19% Administration 307,915 307,915 157,700 150,215 51.22% Finance & Support Services 185,676 185,676 151,199 34,477 81.43% TCAAP 187,153 187,153 77,089 110,064 41.19% Planning & Zoning 327,335 327,335 133,012 194,323 40.63% Government Buildings 241,857 241,857 184,781 57,076 76.40% Police & Animal Control 1,179,773 1,179,773 883,599 296,174 74.90% Dispatch 68,832 68,832 45,888 22,944 66.67% Fire Protection 514,468 514,468 514,468 0 100.00% Emergency Management 13,729 13,729 1,262 12,467 9.19% Protective Inspections 323,578 323,578 196,118 127,460 60.61% Street Maintenance 538,749 538,749 246,106 292,643 45.68% Park Maintenance 441,311 441,311 241,249 200,062 54.67% Recreation 296,468 296,468 197,965 98,503 66.77% Celebrating Arden Hills - - - - 0.00% Reserves/Contingency - - - - 0.00% Transfers 340,000 340,000 340,000 - 100.00% Total Operating Expenses 5,056,253 5,056,253 3,416,542 1,639,711 67.57% Capital Outlay Mayor & Council - - - - 0.00% Elections - - - - 0.00% Administration - - - - 0.00% Finance - - - - 0.00% TCAAP - - - - 0.00% Planning & Zoning - - - - 0.00% Government Buildings - - - - 0.00% Police & Animal Control - - - - 0.00% Dispatch - - - - 0.00% Fire Protection - - - - 0.00% Emergency Management - - - - 0.00% Protective Inspections - - - - 0.00% Street Maintenance - - - - 0.00% Park Maintenance - - - - 0.00% Recreation - - - - 0.00% Celebrating Arden Hills - - - - 0.00% Transfers - - - - 0.00% Total Capital Outlay - - - - 0.00% Other Financing Uses TCAAP - - - - 0.00% Total Other Fiancing Uses - - - - 0.00% Total General Fund 5,056,253 $ 5,056,253 $ 3,416,542 $ 1,639,711 $ 67.57% City of Arden Hills City-Wide Budget Summary 2017 Q3 Revenues Adopted Amended Year to Date Balance YTD FY 2017 FY 2017 9/30/2017 Available % of Budgeted Operating Revenue Mayor & Council -$ -$ -$ -$ 0.00% Elections - - - - 0.00% Administration 3,985,399 3,985,399 2,089,263 1,896,136 52.42% Finance & Administrative Services 71,773 71,773 202 71,571 0.28% TCAAP - - - - 0.00% Planning & Zoning 20,880 20,880 152,745 (131,865) 731.54% Government Buildings 101,782 101,782 579 101,203 0.57% Police & Animal Control 99,383 99,383 15,339 84,044 15.43% Dispatch - - - - 0.00% Fire Protection - - - - 0.00% Emergency Management - - - - 0.00% Protective Inspections 372,000 372,000 583,510 (211,510) 156.86% Street Maintenance 88,550 88,550 92,620 (4,070) 104.60% Park Maintenance 8,230 8,230 7,049 1,181 85.64% Recreation 112,300 112,300 110,010 2,290 97.96% Celebrating Arden Hills - - - - 0.00% Transfers - - - - 0.00% Total General Fund 4,860,297 4,860,297 3,051,317 1,808,980 62.78% Cable Fund 100,000 100,000 60,871 39,129 60.87% EDA General Fund 5,600 5,600 6,609 (1,009) 118.02% EDA Revolving Fund 3,000 3,000 3,845 (845) 128.16% EDA TIF #2 Round Lake - - - - 0.00% EDA TIF #3 Cottage Villas 72,000 72,000 57,010 14,990 79.18% EDA TIF #4 Pres Homes 150,650 150,650 103,827 46,823 68.92% Total Special Revenue Funds 331,250 331,250 232,162 99,088 70.09% GO Tax Increment Bonds of 1998A - - - - 0.00% Total Debt Service Funds - - - - 0.00% Equipment, Bldg & Replacement - - - 0.00% Public Safety Capital 30,000 30,000 20,663 9,337 68.88% Parks Fund - - - - 0.00% TCAAP Capital - - - 0.00% Capital Improvement Fund (PIR) 1,105,000 1,105,000 316,917 788,083 28.68% Total Capital Funds 1,135,000 1,135,000 337,580 797,420 29.74% Water 2,329,368 2,329,368 1,023,394 1,305,974 43.93% Sanitary Sewer 3,027,214 3,027,214 911,882 2,115,333 30.12% Recycling 162,760 162,760 83,396 79,364 51.24% Surface Water Management 727,027 727,027 424,474 302,553 58.38% Total Enterprise Funds 6,246,369 6,246,369 2,443,145 3,803,224 39.11% Risk Management 430,100 430,100 194,840 235,260 45.30% Engineering 154,764 154,764 36,659 118,105 23.69% Central Garage 231,341 231,341 156,103 75,238 67.48% Technology 189,953 189,953 100,450 89,503 52.88% Total Internal Service 1,006,158 1,006,158 488,052 518,106 48.51% Total Operating Revenues 13,579,074 13,579,074 6,552,257 7,026,817 48.25% Adopted Amended Year to Date Balance YTD FY 2017 FY 2017 9/30/2017 Available % of Budgeted Other Financing Sources Mayor & Council - - - - 0.00% Elections - - - - 0.00% Administration - - - - 0.00% Finance & Administrative Services - - - - 0.00% TCAAP - - - - 0.00% Planning & Zoning - - - - 0.00% Government Buildings - - - - 0.00% Police & Animal Control - - - - 0.00% Dispatch - - - - 0.00% Fire Protection - - - - 0.00% Emergency Management - - - - 0.00% Protective Inspections - - - - 0.00% Street Maintenance - - - - 0.00% Park Maintenance - - - - 0.00% Recreation - - - - 0.00% Celebrating Arden Hills - - - - 0.00% Transfers - - - - 0.00% Total General Fund - - - - 0.00% Cable Fund - - - - 0.00% EDA General Fund 90,000 90,000 90,000 - 100.00% EDA Revolving Fund - - - - 0.00% EDA TIF #2 Round Lake - - - - 0.00% EDA TIF #3 Cottage Villas - - - - 0.00% EDA TIF #4 Pres Homes - - - - 0.00% Total Special Revenue Funds 90,000 90,000 90,000 - 100.00% GO Tax Increment Bonds of 1998A - - - 0.00% Total Debt Service Funds - - - - 0.00% Equipment, Bldg & Replacement 280,765 280,765 50,000 230,765 17.81% Public Safety Capital - - - - 0.00% Parks Fund - - - - 0.00% TCAAP Capital - - - - 0.00% Capital Improvement Fund (PIR) 200,000 200,000 200,000 - 100.00% Total Capital Funds 480,765 480,765 250,000 230,765 52.00% Water - - - - 0.00% Sanitary Sewer - - - - 0.00% Recycling - - - - 0.00% Surface Water Management - - - - 0.00% Total Enterprise Funds - - - - 0.00% Risk Management - - - - 0.00% Engineering - - - - 0.00% Central Garage - - - - 0.00% Technology - - - - 0.00% Total Internal Service - - - - 0.00% Total Other Financing Sources 570,765 570,765 340,000 230,765 59.57% Prior Period Adjustment - - - - 0.00% Total Revenues 14,149,839 $ 14,149,839 $ 6,892,257 $ 7,257,582 $ 48.71% City of Arden Hills City-Wide Budget Summary 2017 Q3 Expenditures Adopted Amended Year to Date Balance YTD FY 2017 FY 2017 9/30/2017 Available % of Budgeted Operating Expenses Mayor & Council 66,409 $ 66,409 $ 34,334 $ 32,075 $ 51.70% Elections 23,000 23,000 11,773 11,227 51.19% Administration 307,915 307,915 157,700 150,215 51.22% Finance & Administrative Services 185,676 185,676 151,199 34,477 81.43% TCAAP 187,153 187,153 77,089 110,064 41.19% Planning & Zoning 327,335 327,335 133,012 194,323 40.63% Government Buildings 241,857 241,857 184,781 57,076 76.40% Police & Animal Control 1,179,773 1,179,773 883,599 296,174 74.90% Dispatch 68,832 68,832 45,888 22,944 66.67% Fire Protection 514,468 514,468 514,468 0 100.00% Emergency Management 13,729 13,729 1,262 12,467 9.19% Protective Inspections 323,578 323,578 196,118 127,460 60.61% Street Maintenance 538,749 538,749 246,106 292,643 45.68% Park Maintenance 441,311 441,311 241,249 200,062 54.67% Recreation 296,468 296,468 197,965 98,503 66.77% Celebrating Arden Hills - - - - 0.00% Reserves/Contingency - - - - 0.00% Transfers - - - - 0.00% Total General Fund 4,716,253 4,716,253 3,076,542 1,639,711 65.23% Cable Fund 149,358 149,358 76,468 72,890 51.20% EDA General Fund 134,199 134,199 42,059 92,140 31.34% EDA Revolving Fund - - - - 0.00% EDA TIF #2 Round Lake - - - - 0.00% EDA TIF #3 Cottage Villas 4,725 4,725 976 3,749 20.66% EDA TIF #4 Pres Homes 139,525 139,525 92,775 46,750 66.49% Total Special Revenue Funds 427,807 427,807 212,278 215,529 49.62% GO Tax Increment Bonds of 1998A - - - 0.00% Total Debt Service Funds - - - - 0.00% Equipment, Bldg & Replacement - - - - 0.00% Public Safety Capital - - - - 0.00% Parks Fund - - - - 0.00% TCAAP Capital - - - 0.00% Capital Improvement Fund (PIR) - - - - 0.00% Total Capital Funds - - - - 0.00% Water 2,039,181 2,039,181 934,265 1,104,916 45.82% Sanitary Sewer 1,669,348 1,669,348 1,119,837 549,511 67.08% Recycling 152,141 152,141 94,849 57,292 62.34% Surface Water Management 519,035 519,035 221,739 297,296 42.72% Total Enterprise Funds 4,379,705 4,379,705 2,370,691 2,009,014 0.00% Risk Management 422,230 422,230 286,547 135,684 67.87% Engineering 154,764 154,764 72,284 82,479 46.71% Central Garage 231,341 231,341 156,574 74,767 67.68% Technology 189,953 189,953 129,396 60,557 68.12% Total Internal Service 998,288 998,288 644,800 353,487 64.59% Total Operating Expenses 10,522,052 10,522,052 6,304,311 4,217,741 59.92% Adopted Amended Year to Date Balance YTD FY 2017 FY 2017 9/30/2017 Available % of Budgeted Capital Outlay Mayor & Council - - - - 0.00% Elections - - - - 0.00% Administration - - - - 0.00% Finance & Administrative Services - - - - 0.00% TCAAP - - - - 0.00% Planning & Zoning - - - - 0.00% Government Buildings - - - - 0.00% Police & Animal Control - - - - 0.00% Dispatch - - - - 0.00% Fire Protection - - - - 0.00% Emergency Management - - - - 0.00% Protective Inspections - - - - 0.00% Street Maintenance - - - - 0.00% Park Maintenance - - - - 0.00% Recreation - - - - 0.00% Celebrating Arden Hills - - - - 0.00% - - - - 0.00% Total General Fund - - - - 0.00% Cable Fund 2,000 2,000 - 2,000 0.00% EDA General Fund 45,000 45,000 - 45,000 0.00% EDA Revolving Fund - - - - 0.00% EDA TIF #2 Round Lake - - - - 0.00% EDA TIF #3 Cottage Villas - - - - 0.00% EDA TIF #4 Pres Homes - - - - 0.00% Total Special Revenue Funds 47,000 47,000 - 47,000 0.00% GO Tax Increment Bonds of 1998A - - - 0.00% Total Debt Service Funds - - - - 0.00% Equipment, Bldg & Replacement 700,000 700,000 392,824 307,176 56.12% Public Safety Capital 248,063 248,063 77,323 170,740 31.17% Parks Fund - - - - 0.00% TCAAP Capital - 5,872 (5,872) 0.00% Capital Improvement Fund (PIR) 1,495,000 1,495,000 150,768 1,344,232 10.08% Total Capital Funds 2,443,063 2,443,063 626,787 1,816,276 25.66% Water 3,370,000 3,370,000 - 3,370,000 0.00% Sanitary Sewer 1,610,000 1,610,000 (9,176) 1,619,176 -0.57% Recycling - - - - 0.00% Surface Water Management 200,000 200,000 - 200,000 0.00% Total Enterprise Funds 5,180,000 5,180,000 (9,176) 5,189,176 -0.18% Risk Management - - - - 0.00% Engineering - - - - 0.00% Central Garage - - - - 0.00% Technology - - - - 0.00% Total Internal Service - - - - 0.00% Total Capital Outlay 7,670,063 7,670,063 617,611 7,052,452 8.05% Adopted Amended Year to Date Balance YTD FY 2017 FY 2017 9/30/2017 Available % of Budgeted Debt Service GO Tax Increment Bonds of 1998A - - - - 0.00% Total Debt Service - - - - 0.00% Other Financing Uses Mayor & Council - - - - 0.00% Elections - - - - 0.00% Administration - - - - 0.00% Finance & Administrative Services - - - - 0.00% TCAAP - - - - 0.00% Planning & Zoning - - - - 0.00% Government Buildings - - - - 0.00% Public Safety - - - - 0.00% Emergency Management - - - - 0.00% Police & Animal Control - - - - 0.00% Dispatch - - - - 0.00% Fire Protection - - - - 0.00% Street Maintenance - - - - 0.00% Park Maintenance - - - - 0.00% Recreation - - - - 0.00% Celebrating Arden Hills - - - - 0.00% Transfers 340,000 340,000 340,000 - 100.00% Total General Fund 340,000 340,000 340,000 - 100.00% Cable Fund - - - - 0.00% EDA General Fund - - - - 0.00% EDA Revolving Fund - - - - 0.00% EDA TIF #2 Round Lake - - - - 0.00% EDA TIF #3 Cottage Villas - - - - 0.00% EDA TIF #4 Pres Homes - - - - 0.00% Total Special Revenue Funds - - - - 0.00% GO Tax Increment Bonds of 1998A - - - - 0.00% Total Debt Service Funds - - - - 0.00% Equipment, Bldg & Replacement - - - - 0.00% Public Safety Capital - - - - 0.00% Parks Fund - - - - 0.00% TCAAP Capital 15,000 15,000 - 15,000 0.00% Capital Improvement Fund (PIR) - - - - 0.00% Total Capital Funds 15,000 15,000 - 15,000 0.00% Water 68,396 68,396 - 68,396 0.00% Sanitary Sewer 96,870 96,870 - 96,870 0.00% Recycling - - - - 0.00% Surface Water Management 65,499 65,499 - 65,499 0.00% Total Enterprise Funds 230,765 230,765 - 230,765 0.00% Risk Management - - - - 0.00% Engineering - - - - 0.00% Central Garage - - - - 0.00% Technology - - - - 0.00% Total Internal Service - - - - 0.00% Total Other Financing Uses 585,765 585,765 340,000 245,765 58.04% Total Expenditures 18,777,880 $ 18,777,880 $ 7,261,922 $ 11,515,958 $ 38.67% DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Julie Hanson, City Clerk SUBJECT: Annual Designation of Polling Places Background/Discussion Minnesota Law requires the governing body of each municipality to designate the locations of its polling places for the following election year. This designation must be done by resolution and said resolution will be provided to Ramsey County per their request. Attachment A: Resolution 2017-040 Designating 2018 Polling Places CONSENT ITEM – 5D MEMORANDUM CITY OF ARDEN HILLS COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION NO. 2017-040 A RESOLUTION DESIGNATING POLLING PLACES FOR THE 2018 STATE PRIMARY AND STATE GENERAL ELECTION WHEREAS, Minnesota Statutes 204B.16, subd 1 requires the City Council, by ordinance or resolution, to designate polling places for the upcoming year; and WHEREAS, changes to the polling places locations may be made at least 90 days before the next election if one or more of the authorized polling places becomes unavailable for use; and WHEREAS, changes to the polling place locations may be made in the case of an emergency when it is necessary to ensure a safe and secure location for voting; and WHEREAS, the state primary is August 14, 2018 and the state general election is November 6, 2018. THEREFORE, BE IT RESOLVED: That the Arden Hills City Council hereby designates the following polling places for elections conducted in the city in 2018: Precinct 1 Presbyterian Church of the way 3382 Lexington Avenue N, 55126 Precinct 2 Valentine Hills Elementary School 1770 County Road E2 W, 55112 Precinct 3 Ramsey County Public Works 1425 Paul Kirkwold Drive, 55112 AND BE IT FURTHER RESOLVED, that the city clerk is hereby authorized to designate a replacement meeting the requirements of the Minnesota Election Law for any polling place designated in this Resolution that becomes unavailable for use by the City; AND BE IT FURTHER RESOLVED, that the city clerk is hereby authorized to designate an emergency replacement polling place meeting the requirements of the Minnesota Election Law for any polling place designated in this Resolution when necessary to ensure a safe and secure location for voting; AND BE IT FURTHER RESOLVED, that the city clerk is directed to send a copy of this resolution and any subsequent polling place designations to the Ramsey County Elections Office. ADOPTED BY THE CITY COUNCIL OF THE CITY OF ARDEN HILLS THIS 23RD DAY OF OCTOBER, 2017 _________________________________________ David Grant, Mayor ATTEST: _______________________________________ Julie Hanson, City Clerk City of Arden Hills City Council Meeting for October 23, 2017 P:\Planning\Recycling & Garbage\2018\SCORE Grant\SCORE Grant Application\Council Packet 10-23-17 Page 1 of 1 CONSENT ITEM – 5E MEMORANDUM DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Matthew Bachler, Senior Planner SUBJECT: Resolution Authorizing the Application for Recycling SCORE Grant Funds from Ramsey County for 2018 Requested Action Motion to approve Resolution 2017-041 Authorizing the Application for Recycling SCORE Grant Funds from Ramsey County for 2018. Background The City is eligible to apply for grant money from Ramsey County’s recycling SCORE grant program for 2018. Grant funds can be used to offset the cost of the City’s recycling program, including administration, equipment, and collection costs. In the past, the City has primarily used the funds to offset collection costs and the annual spring and fall community Cleanup Day costs. The County requires a resolution from the City Council to authorize the application for the SCORE grant. The 2018 grant allocation for Arden Hills will be communicated in the SCORE Agreement that will be sent to the City after the application deadline of October 31, 2017. It is expected that the City will be eligible for roughly the same amount of funding as 2017, which was $24,441. The budget for the City’s recycling program in 2017 was $152,141. The $24,441 in SCORE grant money offset approximately 16 percent of the base cost of the residential recycling program. Revenue share from the recycling hauler also plays a role in reducing the base cost of the recycling program. Recycling fees, which are assessed to each participating residential property, cover the remaining portion of the recycling budget. Attachment A. Resolution 2017-041 CITY OF ARDEN HILLS COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION NO. 2017-041 RESOLUTION AUTHORIZING APPLICATION FOR RECYCLING SCORE GRANT FUNDS FROM RAMSEY COUNTY FOR 2018 WHEREAS, the City of Arden Hills is eligible to apply for SCORE recycling grant funds from Ramsey County; and WHEREAS, such funds would assist in continuing and improving the City’s recycling program for the year 2018. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Arden Hills, Minnesota: That the City Administrator or designee be authorized to apply for such grant funds for the year 2018. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ARDEN HILLS THIS 23rd DAY OF OCTOBER, 2017. ______________________________ ATTEST: DAVID GRANT, MAYOR ____________________________ JULIE HANSON, CITY CLERK ______________________________________________________________________________ City of Arden Hills City Council Meeting for October 23, 2017 P:\Planning\Economic Development\Business Subsidy & Public Financing\Revolving Loan Fund\MIF State Funded RLF Request for One-Time Exception\City Council Meeting - 10-23-17 Page 1 of 2 CONSENT ITEM – 5F MEMORANDUM DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Matthew Bachler, Senior Planner SUBJECT: Minnesota Investment Fund State Funded RLF Request for One-Time Exception Requested Action Motion to approve Resolution 2017-042 authorizing the submittal of Minnesota Investment Fund State Funded RLF Request for One-Time Exception. Background The 2017 omnibus jobs bill passed by the State Legislature includes language that allows more flexibility in the use of local revolving loan funds seeded through the Minnesota Investment Fund (MIF) program (Attachment A). A city that has uncommitted money received from repayment of an MIF loan may transfer 20 percent of the balance of that money to the State general fund before June 30, 2018. Any local entity that does so may use the remaining 80 percent of the uncommitted money as general purpose aid for any lawful expenditure. Once the funds have been transferred out of the Revolving Loan Fund account, the city is required to submit an accounting of the use of the funds by February 15, 2019. The required form for applying for the one-time exception with DEED has been included in Attachment B. The City partnered with Cardiac Pacemakers, Inc. in 1998 on a grant awarded through the MIF program. A $100,000 portion of this loan was repaid to the City and was used to capitalize a Revolving Loan Fund (RLF). The balance in the RLF is estimated to be $170,266 as of August 31, 2017. The City has not used the RLF to finance any business development or expansion projects since 2004 and there are no outstanding loans that the City is awaiting repayment on. This item was discussed at the Economic Development Authority meeting on July 24, 2017 and the City Council Work Session on September 18, 2017. The City Council was supportive of applying for the one-time exception. If the City Council chooses to take advantage of the ______________________________________________________________________________ City of Arden Hills City Council Meeting for October 23, 2017 P:\Planning\Economic Development\Business Subsidy & Public Financing\Revolving Loan Fund\MIF State Funded RLF Request for One-Time Exception\City Council Meeting - 10-23-17 Page 2 of 2 exception, the amount of money that would be made available to the City for general purpose aid would be approximately $136,212. The remaining $34,054 balance in the RLF would be transferred to the State general fund. The exact dollar amount would be determined at the time a request is approved based on the RLF balance. RLF Balance as of Aug. 31, 2017 (estimate) Portion for City General Purpose Aid (80 Percent) Portion Returned to State General Fund (20 Percent) $170,266 $136,212 $34,054 Attachments A. Exception Criteria – Laws of MN 2017, Chapter 94, Article 6, Section 24 B. Minnesota Investment Fund State Funded RLF Request for One-Time Exception Form C. Resolution 2017-042 Exception Criteria – Laws of MN 2017, Chapter 94, Article 6, Section 24 ONETIME EXCEPTION TO RESTRICTIONS ON USE OF MINNESOTA INVESTMENT FUND LOCAL GOVERNMENT LOAN REPAYMENT FUNDS. (a) Notwithstanding Minnesota Statutes, section 116J.8731, a home rule charter or statutory city, county, or town that has uncommitted money received from repayment of funds awarded under Minnesota Statutes, section 116J.8731, may choose to transfer 20 percent of the balance of that money to the state general fund before June 30, 2018. Any local entity that does so may then use the remaining 80 percent of the uncommitted money as a general purpose aid for any lawful expenditure. (b) By February 15, 2019, a home rule charter or statutory city, county, or town that exercises the option under paragraph (a) shall submit to the chairs of the legislative committees with jurisdiction over economic development policy and finance an accounting and explanation of the use and distribution of the funds. Page | 1 1 MINNESOTA INVESTMENT FUND STATE FUNDED RLF REQUEST FOR ONE-TIME EXCEPTION The 2017 Legislature passed legislation that allows cities, counties and townships that have revolving loan funds (RLFs) seeded by state-funded Minnesota Investment Fund loan repayments may use 80 percent of the uncommitted balance for any lawful purpose if 20 percent of the balance is returned to the State of Minnesota. To utilize this one-time exception, this form must be completed and submitted to DEED by June 1, 2018; once DEED approves the form, the 80 percent should be moved from the RLF account and the 20 percent should be transferred to DEED. Please complete this form including the requested documentation. All forms must be signed by an authorized local official. Local Government (City, county or town) Request Date Address Uncommitted State Funded MIF RLF Cash Balance as of Request Date Contact Phone 20% to be returned to the State General Fund Contact Email 80% to be utilized as general purpose aid. * Request must be received by June 1st, 2018 to allow for processing and payment submittal. Required Documentation A copy of the account statement verifying the account balance as of the request date must be submitted with this form. Please note: page two of this application must be signed. A DEED Loan Officer may contact you to verify balance information for your account and review MIF award history. Submittal Instructions This form and the required bank account verification document(s) must be emailed to DEED.Loan@state.mn.us with “Revolving Loan Fund” on the subject line. If you have questions while completing the form please contact Lisa Dargis, DEED Loan Officer, Office of Business Finance at 651-259-7446 or lisa.dargis@state.mn.us or visit the Frequently Asked Questions tab located at https://mn.gov/deed/business/financing-business/deed-programs/mif/mif-exception/. Page | 2 2 Certification I hereby certify that the balance information included here is from state funded Minnesota Investment Fund grant repayments only. I certify that I have not included any funds from other sources. I certify that I have complied with all local requirements for submittal of this request and will utilize the approved funds as a general purpose aid for lawful expenditures, adhering to any and all local, state or federal requirements as applicable. I have read the above statements and I agree to supply the information requested to the MN Department of Employment and Economic Development, Office of Business Finance with full knowledge of the information provided herein. I certify that all information is true and correct to the best of my knowledge. Certified by: ___________________________________________________________ Local Government Authorized Official Printed Name & Title __________________________________________ ____________ Local Government Authorized Official Signature Date Exception Criteria – Laws of MN 2017, Chapter 94, Article 6, Section 24 ONETIME EXCEPTION TO RESTRICTIONS ON USE OF MINNESOTA INVESTMENT FUND LOCAL GOVERNMENT LOAN REPAYMENT FUNDS. (a) Notwithstanding Minnesota Statutes, section 116J.8731, a home rule charter or statutory city, county, or town that has uncommitted money received from repayment of funds awarded under Minnesota Statutes, section 116J.8731, may choose to transfer 20 percent of the balance of that money to the state general fund before June 30, 2018. Any local entity that does so may then use the remaining 80 percent of the uncommitted money as a general purpose aid for any lawful expenditure. (b) By February 15, 2019, a home rule charter or statutory city, county, or town that exercises the option under paragraph (a) shall submit to the chairs of the legislative committees with jurisdiction over economic development policy and finance an accounting and explanation of the use and distribution of the funds. Request approved by: _________________________________________ ___________ DEED Loan Officer Date CITY OF ARDEN HILLS COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION NO. 2017-042 RESOLUTION AUTHORIZING THE SUBMITTAL OF MINNESOTA INVESTMENT FUND STATE FUNDED RLF REQUEST FOR ONE-TIME EXCEPTION WHEREAS, the Laws of Minnesota 2017, Chapter 94, Article 6, Section 24 includes a Onetime Exception to Restrictions on Use of Minnesota Investment Fund Local Government Loan Repayment Funds; and WHEREAS, the City of Arden Hills is a statutory city that has uncommitted money received from repayment of funds awarded under Minnesota Statutes, section 116J.8731; and NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Arden Hills, Minnesota: That the City Administrator or designee shall be authorized to submit the Minnesota Investment Fund State Funded RLF Request for One-Time Exception PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ARDEN HILLS THIS 23rd DAY OF OCTOBER, 2017. ______________________________ ATTEST: DAVID GRANT, MAYOR __________________________________________ JULIE HANSON, CITY CLERK _____________________________________________________________________________________________ City of Arden Hills City Council Meeting for October 23, 2017 P:\Planning\Planning Cases\2017\PC 17-023 - Master and Final PUD - Marriot Springhill Suites - 3920 Northwoods Drive\Memos_Reports_17-023 Page 1 of 1 Requested Action Motion to approve the Master and Final Planned Unit Development Agreement with Caliber Lodging, LLC, based on the City Council approval of Planning Case 17-023 on September 25, 2017. Background On September 25, 2017, the City Council approved Planning Case 17-023 for a Master and Final Planned Unit Development (PUD) for the redevelopment of 3920 Northwoods Drive for a Marriott Springhill Suites. A Master and Final PUD Agreement is required to be signed between the City and the developer before the issuance of development permits. The City Attorney has prepared the Agreement and the document has been reviewed by the developer (Attachment A). As a condition of approval, the City Council required the developer pay a fee based on the deficiency in required tree plantings to be used by the City for new tree plantings on public sites. The developer has provided a revised plan that indicates a deficiency of 135 caliper inches, or approximately 54 trees at 2.5 caliper inches each. The cost of the trees would be approximately $15,120 and with installation the total amount would be $30,240. This amount has been specified in the Agreement as the required fee. Attachments A. Master and Final PUD Agreement with Caliber Lodging, LLC CONSENT ITEM – 5G MEMORANDUM DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Matthew Bachler, Senior Planner SUBECT: Planning Case #17-023 Master and Final Planned Unit Development Agreement 1 194483v5 (reserved for recording information) MASTER AND FINAL PLANNED UNIT DEVELOPMENT AGREEMENT MARRIOTT SPRINGHILL SUITES (PC# 17-0 23) THIS MASTER AND FINAL PLANNED UNIT DEVELOPMENT AGREEMENT (“Agreement”) is dated effective _____________, 2017 (the “Effective Date”), and is entered into by and between the CITY OF ARDEN HILLS, a Minnesota statutory city (“City”); and CALIBER LODGING LLC, a Minnesota limited liability company(“Developer”). 1. RECITALS. A. The Developer is the record fee owner of the property located at 3920 Northwoods Drive, situated in the County of Ramsey, State of Minnesota, and legally described as: Tract A, Registered Land Survey No. 481 (the “Property”). B. On the 7th day of August, 2017, Hawkeye Hotels submitted an application, on behalf of the Developer, requesting that the City approve a Master and Final Planned Unit Development (“Application”) for the demolition of the existing 21,111 square foot office 2 194483v5 building and the redevelopment of the Property for a Marriott Springhill Suites hotel (the “Project”). C. The Project is illustrated and described on the following documents (“Plans”), attached and incorporated as part of Planning Case 17-023, on file and of record at the City of Arden Hills: 1. Title Sheet (C1.01) dated 09/12/17 2. ALTA/ACSM Land Title Survey (C2.01) dated 08/07/17 3. Existing Conditions – Demolition Plan (C2.02) dated 09/12/17 4. Site Plan (C3.01) dated 09/12/17 5. Truck Turning Movement (C3.02) dated 09/12/17 6. Grading Plan (C4.01) dated 09/12/17 7. Phase I Erosion Control Plan (C5.01) dated 09/12/17 8. Phase II Erosion Control Plan (C5.02) dated 09/12/17 9. Erosion Control Notes & Details (C5.03) dated 09/12/17 10. SWPPP Narrative (C5.04 and C5.05) dated 09/12/17 11. Utility Plan (C6.01) dated 09/12/17 12. Details (C9.01 and C9.02) dated 09/12/17 13. Landscape Plan (L1.01) dated 09/12/17 14. Landscape Details – Notes (L1.02) dated 09/12/17 15. Preliminary Stormwater Management Plan for Marriott Springhill Suites Hotel, dated 08/18/17 as revised on 09/12/17 16. Site Lighting, General Notes, and Abbreviations (SL001) dated 08/23/17 17. Site Lighting Details (SL101) dated 08/23/17 18. Site Photometric Plan (SL200A) dated 08/23/17 19. Site Lighting Plan (SL200B) dated 08/23/17 20. Rendering dated 08/24/17 21. 1st Floor Plan dated 08/24/17 22. Typical Floor Plan (2nd to 5th) dated 08/24/17 23. Elevations (1) dated 08/24/17 24. Elevations (2) dated 08/24/17 25. Signage Plan dated 08/24/17 26. Signage 01 dated 08/24/17 27. Signage 02 dated 08/24/17 28. Signage 03 dated 08/24/17 29. Signage 04 dated 08/24/17 30. Signage 05 dated 08/24/17 2. CITY PLANNING COMMISSION REVIEW AND RECOMMENDATIONS. On the 6th day of September, 2017, the City Planning Commission reviewed the Application, and 3 194483v5 after consideration of the Application, the submitted plans, the reports and comments of the City’s staff and consultants, and other public comments, and subject to conditions, recommended approval of the Project. 3. CITY COUNCIL REVIEW. On the 25th day of September, 2017, the City Council reviewed recommendations of the Planning Commission; the materials and comments submitted by City staff and its consultants; and the materials and comments submitted by the Developer and its consultants. At the conclusion of its review, the City Council approved a Master and Final Planned Unit Development to construct the Project subject to the terms and conditions contained herein. 4. TERMS AND CONDITIONS. In consideration of the City’s development approvals; in compliance with the City’s development regulations; and in consideration of the undertakings expressed herein, the parties agree as follows: A. PUD. The Developer is hereby authorized to demolish the existing office building and redevelop the property for a 139 room Marriott Springhill Suites hotel, with a total gross floor area of 79,241 square feet, consistent with the Plans reviewed and approved by the City. Developer shall comply with all terms and conditions: 1. The Project shall be completed in accordance with the submitted Plans as amended by the conditions of approval. An y significant changes to these Plans, as determined by the City Planner, shall require review and approval by the Planning Commission and the City Council. 2. The Developer shall obtain the required development permits within one year of the approval date or the approval shall expire, unless extended by the City Council prior to 4 194483v5 the approval’s expiration date. Extension requests must be submitted in writing to the City at least forty-five (45) days prior to the expiration date. 3. The Developer shall provide the City with a copy of the Rice Creek Watershed District permit and Operations and Maintenance Agreement (for the stormwater management system) for the Project prior to the issuance of any development permits. 4. The Developer shall obtain a Right-of-Way Permit from the City for any construction work required for the development within the Northwoods Drive right-of-way. 5. Final grading, drainage, utility, and site plans shall be subject to approval by the City Engineer, Building Official, City Planner, and Fire Marshall prior to the issuance of a grading and erosion control permit or other development permits. 6. Final construction plans shall be subject to approval by the Building Official and Fire Marshall prior to the issuance of a building permit. 7. The Project shall be constructed consistent with the proposed building standards, design and colors in conformance with the plans submitted to and approved by the City. 8. Landscaping shall be installed pursuant to the Plans and details submitted to and approved by the City, which shall include the following: (i) The Developer shall provide evergreen shrubbery plantings along Northwoods Drive to screen the adjacent parking lot. (ii) The Developer shall provide a minimum of 1,660 square feet of perennials and/or shrubbery plantings. (iii) The Developer shall meet the tree ratio planting requirements as specified in Section 1325.05, Subd. 1(F)(2) of the Arden Hills Zoning Code. (iv) The Developer shall pay the City a fee in lieu of tree loss replacement in the amount of $30,240 prior to the issuance of any development permits. The payment shall be used by the City for new tree plantings on City owned property. 5 194483v5 9. The Developer shall provide a minimum of four (4) bicycle parking spaces on the site. 10. The Developer shall ensure that the Fire Department Connection (FDC) is located within 150 feet of a hydrant and at the front of the building or in a visible riser room. 11. The Developer shall remove the existing pole sign located along Interstate 694 and install a new monument sign at the Northwoods Drive entrance. All signage shall be installed pursuant to the Plans submitted to and approved by the City. 12. The Developer shall have all ground and roof-mounted mechanical equipment screened from ground-level view of public streets. Wood screening shall not be permitted. B. Security. 1. The Developer shall submit a financial surety in the amount of 125 percent of the estimated costs of public infrastructure improvements including grading, utilities, and paving, prior to the issuance of any development permits. The financial surety shall be in the form of a letter of credit issued by a FDIC-insured bank, and be in a form acceptable to the City. The purpose of the letter of credit is to ensure that the public infrastructure improvements are completed in the event that the developer defaults on this Agreement. 2. The Developer shall submit a financial surety in the amount of 125 percent of the estimated costs of landscaping prior to the issuance of any development permits. The financial surety shall be in the form of a letter of credit issued by a FDIC-insured bank. The purpose of the letter of credit is to ensure that landscaping is completed in the event that the developer defaults on this Agreement. The City will hold the letter of credit for two (2) years 6 194483v5 after the installation of landscaping. The letter of credit should not expire during the two-year period. C. Escrow. The Developer shall submit a cash escrow in the amount of 25 percent of the estimated costs of public infrastructure improvements including grading, utilities, and paving, prior to the issuance of any development permits. The escrow will be used for City costs related to review, approval, and inspection of public infrastructure improvements or any costs incurred by the City in the event of a Developer default. D. Required Permits. The Developer shall obtain all necessary permits, including, but not limited to, NPDES, Rice Creek Watershed District, Ramsey County and City Right of Way, and City grading and erosion control permits. Copies of all necessary permits shall be submitted to the City prior to the issuance of any development permits. 5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including without limitation, any and all future and present owners, tenants, occupants, licensee, mortgagee and any other parties with any interest in the Property. 6. LIMITATION OF LIABILITY. Notwithstanding anything in this Agreement to the contrary, the liability of Developer shall be limited to its ownership of the Property. Upon sale or conveyance of any portion of the Property, the transferee shall be liable for all obligations of Developer, which relate to the portions of the Property so transferred and the transferor shall be automatically released from any further obligation, liability, right or responsibility in respect to such transfer. Moreover, nothing herein shall be construed to create a cause of action on behalf of the City against Developer with respect to its business operations beyond the obligations set forth herein relating to the development and maintenance of the Property. 7 194483v5 7. RECORDING OF DOCUMENT. This Agreement shall run with the Property and shall be recorded in the office of the Ramsey County Registrar of Titles by the City. 8. GOVERNING LAW. The City and Developer agree that the laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations between the undersigned parties and performance under it without regard to principals of conflicts of law. The language of this Agreement is and shall be deemed a result of negotiations among the parties and the respective legal council and shall not be strictly extrude for or against any party. Each party agrees that any action arising out of or in connection with this Agreement shall be brought solely in the courts of the State of Minnesota, Second Judicial District, or the United States District Court for the District of Minnesota. 9. EVENT OF DEFAULT. The occurrence of any of the following shall be considered an “Event of Default” in the terms and conditions contained in this Agreement: 1. Failure of Developer to comply with any of the terms and conditions contained in this Agreement if Developer fails to correct such failure within thirty (30) days after receiving written notice of such failure from the City, or if such failure cannot be reasonably cured within such thirty (30) day period, then the failure of the Developer to promptly commence the correction of such failure or to complete the correction of such failure within a reasonable period of time. 2. The failure of Developer to comply with any applicable ordinance or statute with respect to the development of the Property. 10. REMEDIES. Upon the occurrence of an Event of Default, the City, in addition to any other remedy which may be available to it, shall be permitted to do any of the following: 8 194483v5 1. City may make advances or take other steps to cure the default, and, where necessary, enter the Property for that purpose. Developer shall pay all sums so advanced, or expenses incurred by the City, upon demand, with interest from the dates of such advances or expenses at the rate of 10% per annum or the maximum amount permitted by law if less than 10%. If no action taken by the City pursuant to this section shall be deemed to relieve Developer from curing any such defaults to the extent that it is not cured by the City or from any other default hereunder. The City shall not be obligated, by virtue of the existence or exercise of this right, to perform any such act or cure any such default. Developer shall save, indemnify, and hold harmless, including reasonable attorney’s fees, the City from liability or other damages which may be incurred as a result of the exercise of the City’s rights pursuant to this section. 2. Obtain an order from a Court of Competent Jurisdiction requiring Developer to specifically perform its obligations pursuant to the terms and provisions of this Agreement. 3. Exercise any other remedies which may be available to it, including an action for damages. 4. Withhold the issuance of any building permits and/or prohibit the occupancy of all building which permits have been issued. 5. In addition to the remedies and amounts payable as set forth herein, upon the occurrence of an event of default, Developer shall pay the City all fees and expenses, including reasonable attorney’s fees, engineering and consultant fees incurred by the City as a result of an event of default, whether or not a lawsuit or action is formally undertaking. IN WITNESS WHEREOF, the City and Developer have caused this Agreement to be executed as of the date and year first above written. 9 194483v5 CITY OF ARDEN HILLS By: ___________________________________ David Grant, Mayor (SEAL) And ___________________________________ Julie Hanson, City Clerk STATE OF MINNESOTA ) ( ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this _______ day of _________________, 2017 by David Grant and by Julie Hanson, respectively the Mayor and City Clerk of the City of Arden Hills, a Minnesota statutory city, on behalf of the City and pursuant to the authority granted by its City Council. ______________________________________ Notary Public 10 194483v5 CALIBER LODGING LLC A Minnesota limited liability company By: ____________________________________ ___________________________ [print name] Its ________________________ [title] STATE OF MINNESOTA ) ( ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this _______ day of _________________, 2017, by ________________________, the ___________________ of Caliber Lodging LLC, a Minnesota limited liability company, on its behalf. _______________________________________ Notary Public DRAFTED BY: Campbell, Knutson Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 (JJJ) Page 1 of 1 DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Sue Polka, Public Works Director/City Engineer SUBJECT: Towmaster Trailer Purchase Budgeted Amount: Actual Amount: Funding Sources: Not budgeted $8,124.00 Capital Equipment Fund Requested Action Authorize the purchase of a 2017 Towmaster T-16T trailer in the amount of $14,274.00 less $6,150.00 in trade-in for the 2013 Felling trailer (Unit 119) for a total of $8,124.00. Discussion The City currently owns a 2013 Felling deck over trailer that is used for hauling the mini excavator, skid steer and paver (borrowed from St. Paul). Ramsey County has determined that the mini excavator is over weight for the trailer axles and a trailer with 10K axles is required. If we use the current trailer for the mini excavator or the paver, the City could get ticketed for the overweight equipment in the event of an accident. While we are proposing to trade in the 2013 trailer, another option would be to keep the trailer and use it for the skid steer. This would provide efficiencies when more than one piece of equipment is required on a job site. Attachments Attachment A: Quote from Titan Machinery CONSENT ITEM – 5H MEMORANDUM Page 1 of 1 DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Sue Polka, Public Works Director/City Engineer SUBJECT: Case Loader Tire Purchase Budgeted Amount: Actual Amount: Funding Sources: $142,120 $10,152.00 Central Garage and Equipment Requested Action Authorize the purchase and installation of four (4) tires from Pomp’s Tire through Ramsey County in the amount of $10,152.00. Discussion The City currently owns a 1993 Case Loader with the original tires. The loader is used primarily to load trucks in events such as water main breaks. In addition, it is used as a back-up for snow plowing and roadway assistance for City trucks during snow season. Staff is recommending purchasing the Michelin Snow Plus tires due to winter use of the equipment. The 2017 Central Garage and Equipment budget includes $142,120 for materials and supplies. It is proposed to utilize this budget for the tire purchase. Attachment A shows the pricing received by Ramsey County for the tires ($2,367 X 4 = $9,468) and service costs of $680 for a total of $10,152.00. There is also a possible rebate of $250/tire, which would bring the total price to $9,152.00. Attachments Attachment A: Quote from Pomp’s Tire and Ramsey County CONSENT ITEM – 5I MEMORANDUM CONSENT ITEM – 5J MEMORANDUM DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Sue Polka, Public Works Director/City Engineer SUBJECT: Lift Station #11 Rehabilitation Final Payment #4 Budgeted Amount: Actual Amount: Funding Sources: $214,250.00 $213,799.04 Sanitary Sewer Utility Fund Requested Action Approve Final Payment #4 to Pember Companies, Inc. in the amount of $39,462.43 for the Lift Station #11 Rehabilitation Project. Background The City Council awarded the Lift Station #11 Rehabilitation Project to Pember Companies, Inc. on April 25, 2016, in the amount of $214,250.00. The final contract amount is $213,799.04. Discussion The work performed for payment with this pay estimate includes site restoration and the release of the 5% retainage. Final payment #4 is in the amount $39,462.43. The Contractor has provided all necessary closeout documentation. Bolton & Menk has provided a letter (Attachment A) recommending approval of the final payment. Financial Implications With the final payment, the total amount paid to the contractor is $213,799.04 which is $450.96 under the awarded contract amount. Attachments Attachment A: Bolton & Menk letter Attachment B: Final Payment Estimate #4 Page 1 of 1 DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Sue Polka, Public Works Director/City Engineer SUBJECT: County Road F Watermain – Design and Bidding Services Budgeted Amount: Actual Amount: Funding Sources: Not Budgeted $15,782.00 Water Utility Fund Requested Action Approve the scope and fee for final design and bidding services for the County Road F Watermain in the amount of $15,782.00 (Attachment A). Discussion Ramsey County is designing a roadway improvements on County Road F between Hamline Avenue and Lexington Avenue. The improvements include total reconstruction with the addition of a center left turn lane, intersection improvements at Innovation Way, and a 10’ sidewalk along the south side of County Road F. The City has an 8” cast iron watermain between Hamline Avenue and Innovation Way. This watermain was installed in 1971 and if left in place would be located beneath the southern curb line of the proposed County Road F. Staff is proposing to replace the watermain with the County’s roadway reconstruction project. The estimated construction cost of the proposed 8” PVC C900 watermain is $150,000. WSB has provided a scope and fee to provide final design and bidding services in the amount of $15,782. Attachments: Attachment A: WSB Proposal for Contract Administration and Construction Inspection CONSENT ITEM – 5K MEMORANDUM 701 Xenia Avenue South | Suite 300 | Minneapolis, MN 55416 | (763) 541-4800 October 19, 2017 Mr. William Joynes City Administrator City of Arden Hills 1245 W Highway 96 Arden Hills, MN 55112 Re: City of Arden Hills 2018 Watermain Improvements – County Road F Scope of Services to Provide Engineering for Project Design and Bidding Services Dear Mr. Joynes: We are pleased to present this proposal for professional engineering services to assist the City of Arden Hills with the final design and bidding services for the 2018 Watermain Improvements (County Road F) in conjunction with Ramsey County. The following outlines the scope of services and the associated engineering fees necessary to complete this project. General Project Scope The scope of the project is to provide the watermain plans and specifications for inclusion in the County Road F reconstruction plans in development by Ramsey County. The proposed project is located along County Road F from Hamline Avenue to approximately 1000 feet east of Innovation Way. Consultant services provided for this project include preparation of watermain plans for inclusion in the Ramsey County plan set, utility specifications and bidding assistance for any utility related questions. The schedule for this work will be based on the Ramsey project plans and coordinated with their needs. Description of Services Final Design & Bidding Services 1. Coordination with Ramsey County The watermain improvement work is within Ramsey County right-of-way and will be included in their project plans. WSB will work with Ramsey County to determine the final location of the watermain and avoid potential utility conflicts. In addition, email correspondence, conference calls, and other related day-to-day communications techniques will be used. 2. Utility Location It is understood that the utility coordination and location information will be provided by Ramsey County. WSB will work with Ramsey County to determine any necessary relocation work due to the watermain replacement. WSB will also work with Ramsey County to determine final locations of above ground utilities to ensure there are no conflicts with the proposed roadway improvements. As part of this work, it is understood that the topographic survey to ensure the needed utility information and locations are incorporated into the project design will be provided to WSB by Ramsey County. 2018 Watermain Improvements (Co Rd F) – City of Arden Hills October 19, 2017 Page 2 of 2 3. Final Design Final plans and specifications will be prepared for the project. Specific work included with this task will be the development of the project documents including the updated plans and specifications for bidding specific to the watermain improvements. The plans and utility specifications will be provided to Ramsey County for their required review and incorporation into their plan set and project manual. 4. Bidding Services WSB will assist the County with the questions and comments related to the watermain plans and specifications and issue addenda (if required). Schedule The development of utility plans and specifications will be made concurrently with the Ramsey County plan development and will coincide with their project schedule. WSB will prepare a preliminary set of plans for discussion with the City and County by November 22, 2017, with final plans to be completed in early 2018 for bidding. Proposed Fee We propose to conduct the work on an hourly not-to-exceed basis as listed below. Final Design & Bidding Services Tasks Completed Est. Hours Fee Final Design 104 $ 12,166 Specifications & Bidding 34 $ 3,616 Total (Final Design & Bidding Services) 138 $ 15,782 Total 138 $15,782 Appendix For your review, we have included the following in the Appendix the 2017 Fee Schedule. Authorization Upon authorization and execution of this proposal below, all work will be performed as described in the work plan in accordance with the terms and conditions stated in the Master Service Agreement with the City. City of Arden Hills: _______________________________ Authorized signature _________________________________ Title _________________________________ Date 2017 Rate Schedule Billing Rate/Hour Principal $160-$180 Associate / Sr. Project Manager / Sr. Project Engineer $143-$180 Project Manager $125-$137 Project Engineer $109-$138 Graduate Engineer $82-$102 Sr. Landscape Architect / Sr. Planner / Sr. GIS Specialist $113-$142 Landscape Architect / Planner / GIS Specialist $67-$107 Engineering Specialist / Sr. Environmental Scientist $94-$135 Pavement Coring One-Person Crew $165 Two-Person Crew $245 Survey One-Person Crew $135 Two-Person Crew $172 Three-Person Crew $189 Underwater Inspection Dive Team $470 Office Technician $45-$88 Costs associated with word processing, cell phones, reproduction of common correspondence, and mailing are included in the above hourly rates. Vehicle mileage is included in our billing rates [excluding geotechnical and construction materials testing (CMT) service rates]. Mileage can be charged separately, if specifically outlined by contract. Reimbursable expenses include costs associated with plan, specification, and report reproduction; permit fees; delivery costs; etc. Multiple rates illustrate the varying levels of experience within each category. Rate Schedule is adjusted annually. Page 1 of 1 DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Sue Polka, Public Works Director/City Engineer SUBJECT: Sewer Line Root Control Service Budgeted Amount: Actual Amount: Funding Sources: $25,000.00 $22,790.22 Sanitary Sewer Utility Fund Requested Action Authorize Duke’s Root Control, Inc. to provide sanitary sewer line root control service in the amount of $22,790.22. Discussion City staff has completed annual sewer cleaning and televising and has identified 14,128 feet of 8- inch and 12-inch sanitary sewer main that needs to be treated for tree roots that are present in the pipes. This is an annual effort wherein tree roots present in the pipes will be removed and treatment applied to deter future growth. Attached (Attachment A) is the proposal received from Duke’s Root Control, Inc. in the amount of $22,790.22 to complete the work. Funding is available in the Sanitary Sewer Utility Fund for this effort. Attachments Attachment A: Quote from Duke’s Root Control, Inc. CONSENT ITEM – 5 L MEMORANDUM PROPOSAL SEWER LINE ROOT CONTROL SERVICE FOR THE CITY OF ARDEN HILLS, MINNESOTA The following proposed agreement constitutes an offer to treat municipal sewer lines so as to destroy tree roots present in the pipe, and to deter their regrowth. Duke's Root Control, Inc. will honor the prices, the guarantee and all other terms and conditions set forth in this document, provided The City of Arden Hills accepts this agreement on or before June 30, 2018. Submitted by: October 19, 2017 Chad Smeltzer Form 05-14 GENERAL Duke's Root Control, Inc. (herein, Duke's) will apply EPA Registered root-control agents to various main line sanitary sewers, as selected by The City of Arden Hills in order to kill the root growth present in the lines and to control root re-growth. Duke's will apply the chemical, as a foam, directly to the roots via a hose that extends throughout the entire length of each sewer section. The material will be applied evenly and uniformly, so as to completely fill the sewer pipe. Duke's will not use "pour down" products or utilize high pressure application equipment. Duke's will pump the chemical foam under low pressure to assure that the sewer section is completely filled with foam, and to ensure that foam penetrates "wye" connections. The chemical agent will contain a herbicide to destroy root tissue and a foaming surfactant to deliver the herbicide to the targeted roots. Your Duke's representative will return periodically throughout the life of the guarantee, to help evaluate the treated sewers and assist in developing your root control program. All treatments will be performed by a Duke's licensed certified applicator. COMPLIANCE The materials will be EPA registered, labeled for the intended use in sewer lines, and registered with the Minnesota Department of Agriculture. Duke's will comply with all applicable federal, state, and local requirements and ordinances relative to this type of material and usage thereof (OSHA, EPA, DOT and the Minnesota Department of Agriculture). Chemical handling and treatments will be done by trained, professional applicators that are certified by the Minnesota Department of Agriculture, as required by law. The U.S. Department of Transportation (DOT) number, necessary for the transportation of root control chemicals, assigned to Duke's is 401961. Duke's will adhere to all DOT regulations relative to commercial vehicle numbering, placards and registration; driver licensing, driver drug testing, and record keeping; and all other pertinent requirements contained in Federal Motor Carrier Safety Regulations. ROOT CONTROL MATERIAL Duke’s will supply all components of the root-control material; in order to ensure the compatibility of said materials. All root-control materials provided by Duke’s will be specifically designed for use in sewers. Duke’s will not use pour down products and/or products composed of acids or caustic compounds that are used to destroy roots or convey herbicide. Duke’s will be responsible for all shipping, and storage of root control materials. Duke’s is also responsible for the disposal of spent root control material containers. MANNER OF APPLICATION Application of the chemical root control agent will be by foaming in accordance with the best- recommended practice for conditions present in the line under treatment. All foaming procedures will be in strict accordance with the instructions on the container label. All solution will be mixed fresh, the day the work is to be performed. The water used to prepare the solution will be clear, cool, and free of acid, alkali, oxidizing agents, large amounts of oil, compounds or materials. A foam discharge hose will be inserted throughout the entire length of the sewer section to be treated. Hydraulic sewer cleaners or other such equipment that might damage the roots, thereby reducing the immediate absorption of the root control agent, will not be used in the treatment process. Chemical foam will be applied under pressure to assure that the entire sewer section is completely filled with foam, and to assure that foam penetrates "wye" connections. The hose retrieval will be timed to evenly distribute the full quantity of foam throughout the entire area of treatment. The quantity of foam will be sufficient to completely fill the entire volume of the main line sewer, plus an additional 10% to allow for the penetration of material up connecting lateral sewers, and the loss of material in manholes. Sewer service to homeowners will not be interrupted. An approved fresh water, backflow, prevention system will be provided, and will be used whenever filling any chemical storage tank with fresh water. MIXING AND HANDLING All liquid products will be packaged in re-usable containers that are DOT approved for such use. These containers will be part of a closed mixing and handling system. A closed mixing and handling system is provided in order to eliminate, or significantly minimize worker exposure to volatile liquid compounds . DUKE'S RESPONSIBILITIES 1. Duke's will keep complete, accurate records of each day's operation. Records shall show the date of treatment, the sections of line treated, pipe size and distance, and other pertinent information. Records and invoice will be submitted upon completion. 2. Duke's will respect the rights of property owners, and not enter upon private property without obtaining permission from the owner. 3. Duke's will place proper traffic warning devices to protect the specific job site, and to prevent accidents or personal injury to the public. THE CUSTOMER'S RESPONSIBILITIES 1. Provide a department representative to accompany Duke's crew, and/or sewer system drawings showing the exact locations of the pipes to be treated. 2. Assist and make provision for entering private lands, public lands and right-of-ways. Locate and uncover hidden or buried manholes 3. Provide potable water for the purpose of mixing the root control agent and for clean up. GUARANTEE Duke's guarantees to kill all the roots in every sewer it treats in order to eliminate main line sewer stoppages caused by live tree roots. If a treated sewer plugs up due to live tree roots during the guarantee period (see below), DUKE'S will RE-TREAT that section, AT ITS OWN EXPENSE, or remit to The City of Arden Hills 100% of the payment received to treat that section of sewer. The decision of The City of Arden Hills as to the cause of the plug-up is binding. Duke's will apply this guarantee for a period of two (2) years, beginning on the date of treatment, and ending two years after the date of treatment. Duke's will provide a THREE-YEAR GUARANTEE on any paid repeat applications that are performed within six months of the expiration date of the previous guarantee period. Re-treatments, performed at no charge in honor of the guarantee, do not extend the expiration date of the guarantee. This guarantee applies only to main line sewer stoppages caused by live tree roots. It does not apply to stoppages caused by grease or other foreign matter; flat, collapsed or deformed pipe; or flooding caused by a surcharged or plugged sewer section downstream from a guaranteed sewer section. Duke’s shall not be responsible for any damages caused by sewer stoppages. LIABILITY Duke's is an insured, fully licensed pesticide application company, and is certified to apply EPA registered root control products with State environmental regulatory agencies. Duke's accepts responsibility for damage to aboveground vegetation. Duke's is not responsible for damages caused by sewer stoppages. Certificates of insurance are available upon request. POLLUTION AND LIABILITY INSURANCE The Pollution and Liability Insurance described herein is in addition to all other insurance provided by Duke’s. This coverage shall protect the Owner, and the Owner's officers, agents, and employees from claims for damages for bodily or personal injury, sickness or disease, including death; and from claims for damages to property and/or the environment, which may arise directly out of the use of chemicals and/or pollution. The amount of this insurance shall be $5,000,000.00 total loss. QUALIFICATIONS Duke's assists in managing over 1,000 root control programs annually, treating in excess of 250,000,000 feet of sewer, since 1976. Duke's has controlled tree roots in sewer pipes under more varying conditions than any other organization in the U.S., public or private. TERM The term of this contract is for one year. This contract may be extended up to an additional two years by The City of Arden Hills, one year at a time, with the mutual consent of both parties. PRICE SCHEDULE Pipe Size Unit Price Quantity Total 6 inch $1.59/ft 0 feet $0.00 8 inch $1.59/ft 13,138 feet $20,889.42 10 inch $1.76/ft 0 feet $0.00 12 inch $1.92/ft 990 feet $1,900.80 15 inch $2.73/ft 0 feet $0.00 14,128 feet $22,790.22 Minimum Annual Contract Amount: $3,000.00 Prices are computed per linear foot, manhole-to-manhole. AGREEMENT On this day, the day of , 20 The City of Arden Hills, Minnesota, and Duke's Root Control, Inc., New York corporation, do accept the terms of the proposal attached hereto. THE CITY OF ARDEN HILLS, MINNESOTA _______________________ Name, Title _______________________ Name, Title DUKE'S ROOT CONTROL, INC. October 19, 2017 Braden L. Boyko Vice President Duke's Root Control, Inc. 1020 Hiawatha Blvd. West Syracuse, NY 13204 Page 1 of 1 DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Sue Polka, Public Works Director/City Engineer SUBJECT: Highway Improvements for State Project 6205-39 US 10, I35W to CR 96 Public Hearing Requested Action In accordance with the municipal consent process, hold the Public Hearing for State Project 6205-39 US 10, I35W to CR 96. Background/Discussion On August 24, 2017, staff received the final layout for Highway Improvements for State Project 6205-39 US 10, I35W to CR 96 (Attachment A). MnDOT is requesting City approval (municipal consent) for the project under Minnesota Statutes 161.162 through 161.167 (Attachment B). As outlined in Attachment A, the City has certain responsibilities with regard to municipal consent of the project, the first of which is scheduling a public hearing. On September 11, 2017, the City Council adopted Resolution 2017-028 ordering a public hearing to be held on September 11, 2017. Within 90 days of the Public Hearing (January 22, 2018), the City must pass a resolution either approving or disapproving the project layout. Note that this project does involve a noise wall vote from the people who would receive benefit from the noise wall. The noise wall vote will occur from Oct. 13, 2017 to Nov. 17, 2017. The project layout will be displayed in the council chambers. Attachments Attachment A: MnDOT Submittal, dated August 23, 2017 PUBLIC HEARING – 7A MEMORANDUM Metropolitan District 1500 Co. Rd. B2 Roseville, MN 55113 An equal opportunity employer Date: August 23, 2017 Sue Polka Public Works Director/City Engineer City of Arden Hills 1245 West Highway 96 Arden Hills, MN 55112 RE: Request for City Approval (Municipal Consent) of the Final Layout for SP 6205-39 US 10 Dear Sue Polka, MnDOT is proceeding with plans to complete State Project 6205-39 US 10. In accordance with Minnesota Statute 161.164, I am submitting for City approval the project’s Final Layout, identified as Layout No. 2, S.P. 6205-39. The City’s approval (municipal consent) is required for this project because it increases highway traffic capacity by adding a second lane to the southbound I35W exit ramp to eastbound US 10, and an auxiliary lane on eastbound US 10 from CR 10 to CR 96 that will allow both I35W and eastbound US 10 to move more traffic. Municipal consent of MnDOT projects is described in Minnesota Statutes 161.162 through 161.167 (attached). Approval or disapproval of the final layout is by resolution of the City Council. (A sample resolution is attached). However, if the City neither approves nor disapproves the final layout within 90 days of the public hearing, the layout is deemed approved (per MN Statute 161.164). The deadlines (per MN Statute 161.164) for the City’s responsibilities regarding municipal consent of the attached layout are as follows, based on a submittal date of the final layout to the City of August 24, 2017: • Within 15 days of receiving the final layout, schedule a public hearing (by Sep. 14, 2017). • Within 60 days of receiving the final layout, conduct the public hearing (by Oct. 23, 2017). • Provide at least 30-days’ notice of the public hearing. • Within 90 days of the public hearing, approve or disapprove the layout by resolution (by Jan. 22, 2018, 91 days allowed due to the 90th day falling on a Sunday). MnDOT can attend the public hearing to present the final layout and answer questions at the City’s request, as required by statute. Note that this project does involve a noise wall vote from the people who would receive benefit from the noise wall. The noise wall vote will occur from Oct. 13, 2017 to Nov. 17, 2017. Project Purpose Refer to attached Purpose and Need document. In summary, the purpose of this project is to improve the mobility of this lane on eastbound TH 10 from the exit at I-35W to the exit at TH 96 and address the safety of local traffic access onto eastbound TH 10. Project Description The Preferred Alternative will construct a two-lane exit on eastbound U.S. 10 beginning at southbound I- 35W onto eastbound U.S. 10 by adding a second exit lane left of the existing exit lane. An auxiliary lane will be constructed on eastbound U.S. 10 from the County Road 10 entrance ramp to the exit onto County Road 96, in Ramsey County, in the city of Arden Hills, Minnesota. The project will reconfigure the right in/right out entrance to Prior Avenue to improve safety of the entrance. The project includes constructing a water quality pond and noise barriers. The final determination on whether noise barriers are installed will occur via a vote from the benefited receptors scheduled for Oct. 13, 2017 to Nov. 17, 2017. Planned Project Schedule The project is fully funded. The schedule is: • Spring 2018: Assuming the noise wall is approved, the utilities will begin relocating utilities along the frontage road including tree removal. If the noise wall is not approved, then this utility relocation and tree removal will not occur. • August 24, 2018: Project Letting. • Fall 2018: Contractor may choose to do noise wall work and some work on the auxiliary lane on US 10 in Fall 2018. However, this is not required and the Contractor may wait until Spring 2019 to start work. • April 2019: Major construction begins with major lane and ramp restrictions and major traffic impacts. • November 2019: Construction is completed. I35W North MNPASS Coordination SP 6205-39 is being coordinated with SP 6284-180 I35W North MNPASS. The closure of the I35W southbound exit ramp to eastbound US 10 on the SP 6205-39 project will match the traffic control plans of the Contractor working on SP 6284-180. The SP 6284-180 project will have a set of rules explaining when ramp A is closed then ramp B must be open. In this case, when the I35W southbound exit to eastbound US 10 is closed, then the southbound ramp to CR H, and the southbound to eastbound ramp at I35W and I694 must be open. City’s Estimated Project Costs At this time, the City does not have any cost participation in this project. There are no signals being reconstructed, and the City has not asked to add any work such as additional local street reconstruction or utility work. City’s Maintenance Responsibilities At this time there are no new City maintenance responsibilities. We are not adding new trails or bridges. Please feel free to contact me if you have any questions about this submittal. Sincerely, Jerome Adams Project Manager 1500 County Road B2 Roseville, MN 55113 Attachments: Final Layout for SP 6205-39, dated August 2, 2017 MN Statutes 161.162 – 161.167 Sample City Resolution Purpose and Need Page 1 of 1 PUBLIC HEARING – 7B MEMORANDUM DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Sue Polka, Public Works Director/City Engineer SUBJECT: NPDES Annual Storm Water Meeting Requested Action Conduct Public Hearing. Background/ Discussion As of March 10, 2003, the Minnesota Pollution Control Agency required all cities within the Seven County Metro Region to apply for a General Storm Water Permit (Small Municipal Separate Storm Sewer Systems, or MS4, permit) as part of Federal National Pollutant Discharge Elimination System (NPDES) requirements. In 2013, the City of Arden Hills applied for reauthorization under the revised permit as administered by the Minnesota Pollution Control Agency (MPCA). On March 17, 2014, the City’s application was approved and the permit to discharge stormwater was reauthorized. In order to comply with revised federal regulations, municipalities are required to modify their Storm Water Pollution Prevention Plan (SWPPP) that focuses on ways the municipality will reduce the amount of sediment and pollution entering the surrounding water bodies. The SWPPP includes six minimum control measures that need to be addressed by the City. Each measure is aimed at reducing the amount of pollution entering water bodies through various methods such as public outreach and education, regulatory ordinances, and physical structures constructed as a part of the storm water sewer system. Each control measure includes several Best Management Practices (BMPs) that will be used to accomplish the measure and each will include measurable goals that can establish the effectiveness of the SWPPP. One of the permit requirements is that the City must hold an annual public meeting to allow interested parties to provide comments to the City on its SWPPP. The City is also required to submit an annual report to the MPCA documenting the accomplishments of the previous year. Staff will be prepared with a short presentation highlighting accomplishments of 2016 and the goals for 2017. Page 1 of 1 PUBLIC HEARING – 7C MEMORANDUM DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Dave Perrault, Interim Director of Finance and Administrative Services SUBJECT: Cable Franchise Public Hearing Budgeted Amount: Actual Amount: Funding Source: N/A N/A N/A Council Should Consider No decision is required at the Public Hearing, the Franchise Agreement will be on the November 13th, 2017 City Council meeting for approval. Background See Attachment A for background and information from the North Suburban Communications Commission (NSCC) regarding the Franchsise Agreement. Discussion This Public Hearing provides City Council and residents the opportunity to ask questions regarding the agreement. Corr Wilson from the NSCC will be present to answer any specific questions. Attachment Attachment A: Background Memo from North Suburban Communications Commission Attachment B: COMCAST Side Letter Attachment C: Franchise Summary Attachment D: COMCAST Franchise Agreement STAFF MEMO Comcast Cable Franchise INTRODUCTION The City of Arden Hills is a member of North Suburban Communications Commission (the “NSCC”), a municipal joint powers entity formed by nine member cities. The NSCC administers the cable franchises that each member city has with Comcast and CenturyLink . The current Comcast cable franchise was granted in 1998 for a fifteen year term. Comcast a nd the NSCC commenced initial informal negotiations in 2011. Informal negotiations did not result in an agreement and led to the parties following the formal cable franchise renewal process set forth in federal law. That process included the NSCC conduct ing a formal needs ascertainment and issuing a request for renewal proposal to Comcast. Comcast submitted a formal renewal proposal. After holding a public hearing on the renewal proposal, the member cities, upon the recommendation of the NSCC, made a preliminary decision not to renew the Comcast franchise. Comcast and NSCC sent the matter on to the Minnesota Office of Administrative Hearings (“OAH”) to have an Administrative Law Judge (“ALJ”) hear the matter and prepare a recommendation to the NSCC on whether to renew the Comcast franchise. While the matter was pending before OAH, Comcast and the NSCC agreed to recommence informal cable franchise negotiations. These negotiations resulted in the attached Comcast cable franchise agreement , which the NSCC has recommended for adoption by the City. The NSCC also held a public hearing on behalf of its member cities on August 3, 2017. DISCUSSION Deal Point Summary The following is a high level deal point summary of the Comcast Cable Franchise under consideration. 1. Mutually agreeable Franchise. The current cable franchise was ultimately used as a base document.  Incorporates prior agreements on renewal terms. o Gross Revenues Definition o Auditing Provisions o Electronic Programming Guide o Channel Placement 2. 10 year franchise term. 3. 5% Franchise Fee paid to each Member City. 2 4. Current PEG Grant Funding pursuant to 1994 MOU remains in place through December 31, 2017. Maintaining current funding through year -end will allow NSCC to budget for 2018 using the new PEG funding that starts in 2018. 5. Starting January 1, 2018, Comcast will pay a 3% PEG Capital Fee.  New NSAC PEG Sponsorship Agreement commences January 1, 2 018. o Allows PEG funding to continue to be used for capital and operational purposes. o Agreed to simultaneously with Franchise.  Comcast allowed to recover a claimed PEG funding underrecovery through a .5% PEG Fee through December 31, 2019.  No change in PEG Fee in 2017 - capped at $6.00.  All subscribers should see their PEG Fee decrease starting in 2018 , but the amount of the new PEG fee will fluctuate per subscriber depending on the amount of the cable television services purchased. 6. 6 SD PEG channels, plus 2 HD PEG channels. One additional HD PEG channel (3 rd HD Channel) 60 months after the effective date. Comcast may simulcast all PEG channels in HD.  PEG Available to all subscribers regardless of tier of service.  No provision for Universal Service (reception of PEG channels only at no charge).  Electronic Programming Guide – per 2014 Settlement Agreement.  Channel Placement – close proximity to Broadcast Channels – like 2014 Settlement Agreement.  Complimentary Service and Equipment to Public Buildings. o Drop to additional public buildings 250 to 500 feet depending on whether it is aerial or underground. (limited to 5 additional buildings) o 7 boxes per City Hall and 3 boxes at other locations per Franchise and Side Letter.  New Remote Cablecasting Provisions . o Comcast will provide equipment to allow for remote cablecasting using the Comcast public internet. 7. Network Services to the Commission and Member Cities.  Comcast will continue to provide PEG Video Origination Feeds from Member Cities to the Commission. o Through the old I-Net or alternative means – same functionality.  Comcast will continue to allow PEG Video Sharing with neighboring jurisdictions. o Through the old PRISMA network or alternative means – same functionality.  Enterprise Services Option. o For Member Cities and Commission using the old I -Net for phone and data 3 services. o Roseville, Arden Hills, Lauderdale, and North Oaks.  Others can join as needed. o Competitive Pricing. o Can use fiber I-Net through December 31, 2017. o City of Roseville will coordinate data and phone needs with Member Cities. o Most Favored Nations clause – Comcast has agreed to match pricing and services given to any other Twin Cities municipal entities. 8. Level Playing Field  Requirement to treat competitors similarly related to Franchise Fees, PEG Funding, PEG Channels, and Customer Service. o Side Agreement that current CenturyLink Franchise is treated similarly. 9. Standard FCC customer service provisions and reporting. 10. Mutually acceptable audit and dispute resolution procedures and provisions. 11. Indemnification. Comcast will provide indemnification from any litigation arising from the passage of the Franchise for a period of 6 months following the Effective Date o f the Franchise. ACTIONS REQUESTED The NSCC recommends approval of the attached cable television franchise ordinance. The City should follow its typical process for adoption of an ordinance. Assuming approval by all of the member cities and acceptance by Comcast of the cable franchise, the NSCC and Comcast would take action to terminate the formal cable franchise renewal process pending before the OAH. 10 River Park Plaza, Saint Paul, MN 55107 August 1, 2017 The Honorable _______ Mayor, City of ______________ Dear Mayor___: The purpose of this letter agreement is to set forth additional commitments between Comcast of Minnesota, Inc. (hereinafter, “Comcast”), and the City of _________ (hereinafter, “the City") that are in addition to the Franchise Agreement to be adopted by Ordinance (hereinafter, “the Franchise”). These items have been negotiated in good faith and agreed to as part of the informal franchise renewal process pursuant to 47 U.S.C. 546(h), and specifically relate to unique community needs that exist in the City. This letter agreement shall become effective upon approval of the Franchise by the City Council. A. In addition to the complimentary services described in Section 2.10 of the Franchise, Grantee shall, at no cost to the City or the North Suburban Communications Commission (the “Commission”), provide Digital Starter or equivalent package of Cable Service and City’s choice of Grantee’s necessary reception equipment (a digital cable box or digital adapter) to up to seven (7) outlets at the Commission Office and at each City Hall of each Member City. B. For purposes of interpreting Section 2.2 of the Franchise, a “similar authorization” shall be a franchise or other agreement between the Commission or member city that contains Material Obligations and not a standard construction permit. In addition, Comcast agrees that the current franchise with CenturyLink in effect on the Effective Date of this Franchise will not trigger changes to the Franchise under Section 2.2. C. For purposes of calculating amounts retained and owed under Section 6.8(b) - (c) and (e) of the Franchise, Comcast estimates that it will recover an additional 130,000.00 through May 31, 2019, and that the NSAC shall be paid per NSAC Sponsorship Agreement an additional 76,000.00 through December 31, 2019. 10 River Park Plaza St. Paul, MN 55107 www.comcastcorporation.com The terms and conditions of this letter agreement are binding upon the City and Comcast and their successors and assigns. Comcast stipulates that a violation of these terms by Comcast may be considered by the City as a violation of the Franchise. It is understood that fulfillment of these obligations is also necessary and part of the consideration to secure the Renewed Franchise. Acknowledged and agreed to this ___ day of ___________, 2017. Comcast of Minnesota, Inc. By:______________________ Its:______________________ Date:____________________ City of _____________ By:_____________________ Its:_____________________ Date:___________________ Bradley Berkland Hagen & Herbst , LLC 1976 Wooddale Drive Suite 3A Woodbury, MN 55125 (651) 379-0900 BradleyLawMN.com MEMORANDUM To: NSCC From: Mike Bradley Re: Comcast Franchise Renewal Date: July 27, 2017 NSCC – Comcast Franchise Deal Point Summary 1. Mutually agreeable Franchise. The current cable franchise was ultimately used as a base document.  Incorporates prior agreements on renewal terms. o Gross Revenues Definition o Auditing Provisions o Electronic Programming Guide o Channel Placement 2. 10 year franchise term. 3. 5% Franchise Fee paid to each Member City. 4. Current PEG Grant Funding pursuant to 1994 MOU remains in place through December 31, 2017. 5. Starting January 1, 2018, Comcast will pay a 3% PEG Capital Fee.  New NSAC PEG Sponsorship Agreement commences January 1, 2018. o Allows PEG funding to continue to be used for capital and operational purposes. o Agreed to simultaneously with Franchise.  Comcast allowed to recover a claimed PEG funding underrecovery through a .5% PEG Fee through December 31, 2019.  No change in PEG Fee in 2017 - capped at $6.00.  All subscribers should see their PEG Fee decrease starting in 2018, but amount of new PEG Fee will fluctuate per subscriber depending on the amount of services purchased. 6. 6 SD PEG channels, plus 2 HD PEG channels. One additional HD PEG channel (3rd HD Channel) 60 months after the effective date. Comcast may simulcast all PEG channels in HD.  PEG Available to all subscribers regardless of tier of service.  No provision for Universal Service. 2  Electronic Programming Guide – per 2014 Settlement Agreement.  Channel Placement – close proximity to Broadcast Channels – like 2014 Settlement Agreement.  Complimentary Service and Equipment to Public Buildings. o Drop to public building 250 to 500 feet depending on whether it is aerial or underground. o 7 boxes to City Halls and 3 boxes to other locations.  New Remote Cablecasting Provisions. o Comcast will provide equipment to allow for remote cablecasting using the Comcast public internet. 7. Network Services to the Commission and Member Cities.  Comcast will continue to provide gratis PEG Video Origination Feeds from Member Cities to the Commission. o Through the old I-Net or alternative means – same functionality.  Comcast will continue to allow gratis PEG Video Sharing with neighboring jurisdictions. o Through the old PRISMA network or alternative means – same functionality.  Enterprise Services Option. o For Member Cities and Commission using the old I-Net for phone and data services.  Can use fiber I-Net through December 31, 2017. o City of Roseville will coordinate data and phone needs with Member Cities. o Most Favored Nations clause – Comcast has agreed to match pricing and services given to any other Twin Cities municipal entities. 8. Level Playing Field  Requirement to treat competitors similarly related to Franchise Fees, PEG Funding, PEG Channels, and Customer Service. o Side Agreement that current CenturyLink Franchise is treated similarly. 9. Standard FCC customer service provisions and reporting. 10. Mutually acceptable audit and dispute resolution procedures and provisions. 11. Indemnification. Comcast will provide indemnification from any litigation arising from the passage of the Franchise for a period of 6 months following the Effective Date of the Franchise. ORDINANCE NO. ________ CITY OF ARDEN HILLS CABLE TELEVISION FRANCHISE ORDINANCE Date: _____________, 2017 Prepared by: Michael R. Bradley Bradley Berkland Hagen & Herbst, LLC 1976 Wooddale Drive, Suite 3A Woodbury, MN 55125 Telephone: (651) 379-0900 E-Mail: mike@bradleylawmn.com i Table of Contents STATEMENT OF INTENT AND PURPOSE ............................................................................... 1 FINDINGS ................................................................................................................................. 1 SECTION 1. SHORT TITLE AND DEFINITIONS ..................................................................... 2 SECTION 2. GRANT OF AUTHORITY AND GENERAL PROVISIONS................................ 5 SECTION 3. CONSTRUCTION STANDARDS ........................................................................ 10 SECTION 4. DESIGN PROVISIONS ........................................................................................ 12 SECTION 5. SERVICE PROVISIONS ..................................................................................... 14 SECTION 6. ACCESS CHANNEL(S) PROVISIONS ............................................................... 16 SECTION 7. NETWORKING PROVISIONS ............................................................................ 19 SECTION 8. OPERATION AND ADMINISTRATION PROVISIONS ................................... 20 SECTION 9. DISPUTE RESOLUTION ..................................................................................... 23 SECTION 10. SALE, ABANDONMENT, TRANSFER AND REVOCATION OF FRANCHISE ........................................................................................................ 27 SECTION 11. PROTECTION OF INDIVIDUAL RIGHTS ...................................................... 31 SECTION 12. UNAUTHORIZED CONNECTIONS AND MODIFICATIONS ....................... 31 SECTION 13. MISCELLANEOUS PROVISIONS .................................................................... 31 SECTION 14. PUBLICATION EFFECTIVE DATE; ACCEPTANCE AND EXHIBITS ........ 33 Exhibit A – Drops to Designated Buildings ............................................................................... A-1 ii Exhibit B – Comcast Enterprise Services Master Services Agreement (MSA) ......................... B-1 Exhibit B2 – First Amendment to Comcast Enterprise Services Master Agreement ............... B2-1 Exhibit B3- Comcast Enterprise Services General Terms and Conditions ............................... B3-1 Exhibit C – Existing Network Facilities ..................................................................................... C-1 Exhibit C – Schedule C-1 – Dark Fiber Connections ....................................................... Sch C-1-1 Exhibit C – Schedule C-2 – PEG Origination Points ....................................................... Sch C-2-1 Exhibit D – March 1, 2012, Settlement Agreement.................................................................... D-1 Exhibit E – Sample Gross Revenues Report................................................................................ E-1 Exhibit F – Performance Bond .................................................................................................... F-1 Exhibit G – Indemnification Agreement..................................................................................... G-1 1 ORDINANCE NO._________ AN ORDINANCE GRANTING A FRANCHISE TO COMCAST OF MINNESOTA, INC., D/B/A COMCAST TO CONSTRUCT, OPERATE, AND MAINTAIN A CABLE COMMUNICATIONS SYSTEM IN THE CITY OF ARDEN HILLS; SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF THE FRANCHISE; PROVIDING FOR REGULATION AND USE OF THE SYSTEM AND THE PUBLIC RIGHTS-OF-WAY IN CONJUNCTION WITH THE CITY’S RIGHT-OF-WAY ORDINANCE, IF ANY, AND PRESCRIBING PENALTIES FOR THE VIOLATION OF THE PROVISIONS HEREIN; The City Council of the City of Arden Hills ordains: STATEMENT OF INTENT AND PURPOSE The City intends, by the adoption of this Franchise, to bring about the further development of a Cable System and the continued operation of it. Such development can contribute significantly to the communication needs and desires of the residents and citizens of the City and the public generally. Further, the City may achieve better utilization and improvement of public services and enhanced economic development with the development and operation of a Cable Communication System. Adoption of this Franchise is, in the judgment of the Council, in the best interests of the City and its residents. FINDINGS In the review of the request and proposal for renewal by Grantee and negotiations related thereto, and as a result of a public hearing, the City Council makes the following findings: 1. The Grantee's technical ability, financial condition, legal qualifications, and character were considered and approved in a full public proceeding after due notice and a reasonable opportunity to be heard; 2. Grantee's plans for constructing, upgrading, and operating the System were considered and found adequate and feasible in a full public proceeding after due notice and a reasonable opportunity to be heard; 3. The Franchise granted to Grantee by the City complies with the existing applicable Minnesota Statutes, federal laws and regulations; and 4. The Franchise granted to Grantee is nonexclusive. 2 SECTION 1. SHORT TITLE AND DEFINITIONS 1. Short Title. This Franchise Ordinance shall be known and cited as the Comcast Cable Franchise Ordinance. 2. Definitions. For the purposes of this Franchise, the following terms, phrases, words, and their derivations shall have the meaning given herein. When not inconsistent with the context, words in the singular number include the plural number. The word "shall" is always mandatory and not merely directory. The word "may" is directory and discretionary and not mandatory. a. "Basic Cable Service" shall be defined as set forth in applicable law, which is currently defined in 47 USC § 522(3) as any service tier which includes the retransmission of local television broadcast signals. b. "City" means City of Arden Hills, a municipal corporation, in the State of Minnesota, acting by and through its City Council, or its lawfully appointed designee. c. "City Council" means the governing body of the City. d. "Cable Service" or “Service” shall be defined as set forth in applicable law, which is currently defined in 47 USC § 522(6) as the one-way transmission to subscribers of (i) video programming, or (ii) other programming service, and subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service. e. "Cable System" or "System" shall be defined as set forth in applicable law, which is currently defined in 47 USC § 522(7) as a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide cable service which includes video programming and which is provided to multiple subscribers within a community, but such term does not include (A) a facility that serves only to retransmit the television signals of 1 or more television broadcast stations; (B) a facility that serves subscribers without using any public right-of-way; (C) a facility of a common carrier which is subject, in whole or in part, to the provisions of subchapter II of the Communications Act of 1934, as amended, except that such facility shall be considered a cable system (other than for purposes of section 541(c) of the Federal Cable Act) to the extent such facility is used in the transmission of video programming directly to subscribers, unless the extent of such use is solely to provide interactive on-demand services; (D) an open video system that complies with section 573 of the Federal Cable Act; or (E) any facilities of any electric utility used solely for operating its electric utility s ystem. This definition shall incorporate by reference the definition of “cable communications system” in Minnesota Statutes Section 238.02, Subdivision 3, as the same may be amended from time to time. f. “Commission” means the North Suburban Communications Commission, a municipal Joint Powers Commission. 3 g. "Converter" means an electronic device such as a set-top box or digital adapter which converts signals to a frequency acceptable to a television receiver of a Subscriber and by an appropriate selector permits a Subscriber to view all Subscriber signals included in the service. h. "Drop" means the cable that connects the ground block on the Subscriber's residence or institution to the nearest feeder cable of the System. i. "FCC" means the Federal Communications Commission and any legally appointed, designated or elected agent or successor. j. "Franchise" or "Cable Franchise" means this ordinance and the regulatory and contractual relationship established hereby. k. "Grantee" or “Comcast” is Comcast of Minnesota, Inc., its lawful successors, transferees or assignees. l. "Gross Revenues" shall be defined as and shall be construed broadly to include all revenues derived directly or indirectly by Comcast and/or an Affiliate that is a cable operator of the Cable System, from the operation of Comcast’s Cable System to provide Cable Services within the City (including cash, credits, property or other consideration of any kind or nature). Gross revenues include, by way of illustration and not limitation: monthly fees for Cable Services, regardless of whether such Cable Services are provided to residential or commercial customers, including revenues derived from the provision of all Cable Services (including but not limited to pay or premium Cable Services, digital Cable Services, pay-per-view, pay-per-event and video-on- demand Cable Services); installation, reconnection, downgrade, upgrade or similar charges associated with changes in subscriber Cable Service levels; fees paid to Comcast for channels designated for commercial/leased access use; converter, remote control, lockout device and other Cable Service equipment rentals and/or leases or sales; advertising revenues received or derived by Comcast and/or its Affiliates, including, but not limited to, rep fees, Affiliate fees, rebates and commissions, but excluding unaffiliated agency fees; late fees, convenience fees and administrative fees; revenues from program guides; franchise fees; and commissions from home shopping channels and other revenue sharing arrangements. Gross Revenues subject to franchise fees shall include revenues derived from sales of advertising that run on Comcast’s Cable System within the City and shall be allocated on a pro rata basis using total Cable Service subscribers reached by the advertising. Additionally, Comcast agrees that Gross Revenues subject to franchise fees shall include all commissions paid to National Cable Communications (“NCC”) and Comcast Spotlight (“Spotlight”) or their successors associated with sales of advertising on the Cable System within the City allocated according to this paragraph using total Cable Service subscribers reached by the advertising. Gross revenues shall not include: actual bad debt write-offs, provided, however, that all or part of any such actual bad debt that is written off but subsequently collected shall be included in Gross Revenues in the period collected; and any taxes on 4 services furnished by Comcast imposed by any municipality, state or other governmental unit, provided that franchise fees shall not be regarded as such a tax. i. To the extent revenues are received by Comcast for the provision of a discounted bundle of services which includes Cable Services and non-Cable Services, Comcast shall calculate revenues to be included in Gross Revenues using a methodology that allocates revenue on a pro rata basis when comparing the bundled service price and its components to the sum of the most recent published rate card rate for the components, except it is expressly understood that equipment may be subject to inclusion in the bundled price at full rate card value. This calculation shall be applied to every bundled service package containing Cable Service from which Comcast receives or derives revenues in the City, and must be updated within sixty (60) days of the date any rate change fo r cable and/or non-cable services is implemented for a service package containing Cable Service or the date any rate change is implemented for any service included in a service package that contains Cable Service. The NSCC reserves its right to review and to challenge Comcast’s calculations. ii. For purposes of this definition, the term “Affiliates” means any person(s) and/or entity(ies) who own or control, are owned or controlled by or are under common ownership or control with Comcast of Minnesota, Inc., but does not include affiliated entities such as NBCU and Spectacor that are not directly or indirectly involved with the programming, use, management, operation, construction, repair and/or maintenance of Comcast Corporation’s cable systems. iii. Resolution of any disputes over the classification of revenue should first be attempted by agreement of the Parties, but should no resolution be reached, the Parties agree that reference shall be made to generally accepted accounting principles (“GAAP”) as promulgated and defined by the Financial Accounting Standards Board (“FASB”), Emerging Issues Task Force (“EITF”) and/or the U.S. Securities and Exchange Commission (“SEC”). Notwithstanding the forgoing, the City and/or the Commission reserves its right to challenge Comcast’s calculation of Gross Revenues, including the use or interpretation of GAAP as promulgated and defined by the FASB, EITF and/or the SEC. m. "Installation" means the connection of the System from feeder cable to the point of connection with the Subscriber Converter or other terminal equipment. n. "Lockout Device" means an optional mechanical or electrical accessory to a Subscriber's terminal which inhibits the viewing of a certain program, certain channel, or certain channels provided by way of the Cable Communication System. o. “Memorandum of Understanding” or “MOU” means that certain agreement dated November 3, 1994, regarding PEG access funding, creation of a “PEG Fee” and certain rate regulatory issues. 5 p. “North Suburbs Access Corporation” or “NSAC” means that certain non- profit corporation or its lawful successor, designee, or assignee, which is delegated authority and responsibility for providing certain community programming functions including public access. q. "North Suburban System" means the Cable System located in those municipalities collectively comprising the North Suburban Communication Commission. r. "Person" is any person, firm, partnership, association, corporation, company, or other legal entity. s. "Right-of-Way" or "Rights-of-Way" means the area on, below, or above any real property in City in which the City has an interest including, but not limited to any street, road, highway, alley, sidewalk, parkway, park, skyway, or any other place, area, or real property owned by or under the control of City, including other dedicated Rights-of-Way for travel purposes and utility easements. t. “Right-of-Way Ordinance” means the ordinance codifying requirements regarding regulation, management and use of Rights-of-Way in City, including registration and permitting requirements. u. "Standard Installation" means any residential installation which can be completed using a Drop of 250 feet or less. v. "Subscriber" means any Person who lawfully receives service via the System. In the case of multiple office buildings or multiple dwelling units, the "Subscriber" means the lessee, tenant or occupant. SECTION 2. GRANT OF AUTHORITY AND GENERAL PROVISIONS 1. Grant of Franchise. a. This Franchise is granted pursuant to the terms and conditions contained herein. b. Nothing in this Franchise shall be deemed to waive the lawful requirements of any generally applicable City ordinance existing as of the Effective Date. c. Each and every term, provision or condition herein is subject to the provisions of state law, federal law, and local ordinances and regulations. d. This Franchise shall not be interpreted to prevent the City from imposing additional lawful conditions, including additional compensation conditions for use of the Rights-of-Way, should Grantee provide service other than Cable Service. 6 e. No rights shall pass to Grantee by implication. Without limiting the foregoing, by way of example and not limitation, this Franchise shall not include or be a substitute for: i. Any other permit or authorization required for the privilege of transacting and carrying on a business within the City that may be required by the ordinances and laws of the City; ii. Any permit, agreement, or authorization required by the City for Right -of- Way users in connection with operations on or in Rights-of-Way or public property including, by way of example and not limitation, street cut permits; or iii. Any permits or agreements for occupying any other property of the City or private entities to which access is not specifically granted by this Franchise including, without limitation, permits and agreements for placing devices on poles, in conduits or in or on other structures. f. This Franchise is intended to convey limited rights and interests only as to those Rights-of-Way in which the City has an actual interest. It is not a warranty of title or interest in any Right-of-Way; it does not provide the Grantee with any interest in any particular location within the Right-of-Way; and it does not confer rights other than as expressly provided in the grant hereof. g. This Franchise does not authorize or prohibit Grantee to provide telecommunications service or other services, or to construct, operate or maintain telecommunications facilities. This Franchise is not a bar to imposition of any lawful conditions on Grantee with respect to telecommunications, whether similar, different or the same as the conditions specified herein. This Franchise does not relieve Grantee of any obligation it may have to obtain from the City an authorization to provide telecommunications services or other services, or to construct, operate or maintain telecommunications facilities, or relieve Grantee of its obligation to comply with any such authorizations that may be lawfully required. 2. Grant of Nonexclusive Authority. The City reserves the right to grant additional franchises or similar authorizations to provide video programming services via Cable Systems or similar wireline systems located in the public Rights-of-Way. It is not the City’s intent to treat competitors in a discriminatory manner and to advantage one competitor over another by regulation. If the City grants such an additional franchise or similar authorization to use the public rights of way to provide such services and Grantee believes the City has done so on terms materially more favorable than the Material Obligations (defined below) under this Franchise, then the provisions of this paragraph will apply. 7 As part of the Grantee’s franchise, the City has agreed upon the following terms as a condition of granting the franchise which terms may place the Grantee at a significant competitive disadvantage if not required of a competitor: a 5% franchise fee, PEG funding, PEG channels, and customer service obligations (hereinafter “Material Obligations”). Within one year of the adoption of the competitor’s franchise or similar authorization, Grantee must notify the City in writing of the Material Obligations in Grantee’s franchise that exceed the Material Obligations of the competitors franchise to similar authorization. The City shall have sixty (60) days to agree to allow Grantee to adopt the same Material Obligations provided to the competitor, or dispute that the Material Obligations are different. In the event the City disputes the Material Obligations are different, Grantee may bring an action in federal or state court for a determination as to whether the Materials Obligations are different. Nothing in this section is intended to alter the rights or obligations of either party under state law, and it shall only apply to the extent permitted under applicable FCC orders. In no event will the City be required to refund or to offset against future amounts due the value of benefits already received. This provision does not apply if the City is ordered or required to issue a franchise on different terms and conditions, or it is legally unable to do so; and the relief is contingent on the new franchisee actually commencing provision of service in the market to its first customer. This provision does not apply to open video systems, nor does it apply to common carrier systems exempted from franchise requirements pursuant to 47 U.S.C. Section 571; or to systems that serve less than 5% (five per cent) of the geographic area of the City; or a system that only provides video services via the public Internet. 3. Lease or Assignment Prohibited. No Person may lease Grantee’s System for the purpose of providing Service until and unless such Person shall have first obtained and shall currently hold a valid Franchise or other lawful authorization containing substantially similar burdens and obligations to this Franchise. Any assignment of rights under this Franchise shall be subject to and in accordance with the requirements of Section 10, Paragraph 5 (Sale or Transfer of Franchise). 4. Franchise Term. This Franchise shall be in effect for a period of ten (10) years from the date of acceptance by Grantee, unless sooner renewed, revoked or terminated as herein provided. 5. Previous Franchises. Upon acceptance by Grantee as required by Section 13 herein, this Franchise shall supersede and replace any previous Ordinance granting a Franchise to Grantee, as well as the November 3, 1994 Memorandum of Understanding, except as set forth in Section 6, paragraph 8(b) (Access Support) herein. 8 6. Compliance with Applicable Laws, Resolutions and Ordinances. a. The terms of this Franchise shall define the contractual rights and obligations of Grantee with respect to the provision of Cable Service and operation of the System in City. However, the Grantee shall at all times during the term of this Franchise be subject to all lawful exercise of the police power, statutory rights, local ordinance- making authority, and eminent domain rights of City. Except as provided below, any modification or amendment to this Franchise, or the rights or obligations contained herein, must be within the lawful exercise of City’s police power, in which case the provision(s) modified or amended herein shall be specifically referenced in an ordinance of the City authorizing such amendment or modification. This Franchise may also be modified or amended with the written consent of Grantee as provided in Section 13.3 (Amendment of Franchise Ordinance) herein. b. Grantee shall comply with the terms of any City ordinance or regulation of general applicability which addresses usage of the Rights-of-Way within City which may have the effect of superseding, modifying or amending the terms of Section 3 (Construction Standards) and/or Section 8.5(c) (Reports and Maps to be Filed with City) herein, except that Grantee shall not, through application of such City ordinance or regulation of Rights-of-Way, be subject to additional burdens with respect to usage of Rights-of-Way which exceed burdens on similarly situated Rights-of-Way users. c. In the event of any conflict between Section 3 (Construction Standards) and/or Section 8.5(c) (Reports and Maps to be Filed with City) of this Franchise and any City ordinance or regulation which addresses usage of the Rights-of-Way, the conflicting terms in Section 3 (Construction Standards) and/or Section 8.5(c) (Reports and Maps to be Filed with City) of this Franchise shall be superseded by such City ordinance or regulation, except that Grantee shall not, through application of such City ordinance or regulation of Rights-of-Way, be subject to additional burdens with respect to usage of Rights-of-Way which exceed burdens on similarly situated Rights-of-Way users. d. In the event any City ordinance or regulation which addresses usage of the Rights-of-Way adds to, modifies, amends, or otherwise differently addresses issues addressed in Section 3 (Construction Standards) and/or Section 8.5(c) (Reports and Maps to be Filed with City) of this Franchise, Grantee shall comply with such ordinance or regulation of general applicability, regardless of which requirement was first adopted except that Grantee shall not, through application of such City ordinance or regulation of Rights-of-Way, be subject to additional burdens with respect to usage of Rights-of-Way which exceed burdens on similarly situated Rights-of-Way users. e. In the event Grantee cannot determine how to comply with any Right-of- Way requirement of City, whether pursuant to this Franchise or other requirement, Grantee shall immediately provide written notice of such question, including Grantee’s proposed interpretation, to the City with copy to the North Suburban Cable Communications Commission, in accordance with Section 2.9 (Written Notice). The City or Commission shall provide a written response within fourteen (14) days of receipt 9 indicating how the requirements cited by Grantee apply. Grantee may proceed in accordance with its proposed interpretation in the event a written response is not received within seventeen (17) days of mailing or delivering such written question. 7. Rules of Grantee. The Grantee shall have the authority to promulgate such rules, regulations, terms and conditions governing the conduct of its business as shall be reasonably necessary to enable said Grantee to exercise its rights and perform its obligations under this Franchise and to assure uninterrupted service to each and all of its Subscribers; provided that such rules, regulations, terms and conditions shall not be in conflict with provisions hereto, the rules of the FCC, the laws of the State of Minnesota, City, or any other body having lawful jurisdiction. 8. Territorial Area Involved. This Franchise is granted for the corporate boundaries of City, as it exists from time to time. In the event of annexation by City, or as development occurs, any new territory shall become part of the territory for which this Franchise is granted provided, however, that Grantee shall not be required to extend service beyond its present System boundaries unless there is a minimum of 50 homes per cable mile for underground plant and 35 homes per cable mile for overhead plant. Access to cable service shall not be denied to any group of potential residential cable Subscribers because of the income of the residents of the area in which such group resides. Grantee shall be given a reasonable period of time to construct and activate cable plant to service annexed or newly developed areas but in no event not to exceed twelve (12) months from notice thereof by City to Grantee and qualification pursuant to the density requirements of this Subsection. 9. Written Notice. All notices, reports, or demands required to be given in writing under this Franchise shall be deemed to be given when delivered personally to any officer of Grantee or City's Administrator of this Franchise or forty-eight (48) hours after it is deposited in the United States mail in a sealed envelope, with registered or certified mail postage prepaid thereon, addressed to the party to whom notice is being given, as follows: If to City: City of Arden Hills 1245 West Highway 96 Arden Hills, MN 55112 Attention: City Manager/Administrator With copies to: North Suburban Cable Communications Commission 950 Woodhill Drive Roseville, Minnesota 55113 If to Grantee: General Manager Comcast 10 River Park Plaza St Paul, Minnesota 55107 10 With copies to: Vice President of Government Affairs Comcast 1701 JFK Boulevard Philadelphia, PA 19103 Such addresses may be changed by either party upon notice to the other party given as provided in this Section. 10. Subscriber Network Drops to Designated Buildings. Grantee shall, at no cost to the City, continue to provide Digital Starter or equivalent package of Cable Service and reception equipment to up to three (3) outlets at all municipal government buildings, schools and public libraries located in the City where Grantee provides Cable Service as listed on Exhibit A. The City may request up to 5 additional municipal government buildings, schools, or public libraries during the term of this Agreement, provided that the City shall pay the actual incremental installation costs for any location in excess of 500 feet of Grantee’s existing plant where the recipient makes available conduit or aerial structures to accommodate the new facilities, or any Drop in excess of two hundred fifty (250) feet. For purposes of this subsection, “school” means all State-accredited K-12 public and private schools. Outlets of Basic and Expanded Basic Service provided in accordance with this subsection may be used to distribute Cable Services throughout such buildings; The City shall have the right to extend service to multiple outlets within the building with the costs of constructing additional outlets the responsibility of the City; provided such distribution can be accomplished without causing Cable System disruption and general technical standards are maintained. Such outlets may only be used for lawful purposes. If additional devices beyond the allocated amount per location provided above are needed to serve additional outlets, those devices shall be made available at Grantee’s best discounted rate. All inside wiring shall be the responsibility of the City, or public institution, and subject to service or repair by Comcast at standard rates. Any such institution located more than two hundred fifty (250) feet shall be connected if such institution agrees to reimburse Grantee for Grantee’s actual costs in excess of the two hundred fifty (250) foot installation actual costs. SECTION 3. CONSTRUCTION STANDARDS 1. Registration, Permits and Construction Codes. a. Grantee shall strictly adhere to all state and local laws and building and zoning codes currently or hereafter applicable to location, construction, installation, operation or maintenance of the System in City and give due consideration at all times to the aesthetics of the property. b. Subject to the requirements of Section 9 (Dispute Resolution) below, failure to obtain permits or comply with permit requirements shall be grounds for revocation of this Franchise if such requirements are violated for significant construction activities of an extended period of time or in a quantity and frequency so as to demonstrate a wanton disregard for such requirements, or any lesser sanctions provided herein or in any other applicable law. 11 2. Repair of Rights-of-Way and Property. Any and all Rights-of-Way, or public or private property, which are disturbed or damaged during the construction, repair, replacement, relocation, operation, maintenance, expansion, extension or reconstruction of the System shall be promptly and fully restored by Grantee, at its expense, to the same condition as that prevailing prior to Grantee's work, as determined by City. If Grantee shall fail to timely perform the restoration required herein, after written request of City and reasonable opportunity of not less than 30 days to satisfy that request, City shall have the right to put the Rights-of-Way, public, or private property back into good condition. In the event City determines that Grantee is responsible for such disturbance or damage, Grantee shall be obligated to fully reimburse City for such restoration. 3. Conditions on Right-of-Way Use. a. Nothing in this Franchise shall be construed to prevent City from constructing, maintaining, repairing or relocating sewers; grading, paving, maintaining, repairing, relocating and/or altering any Right -of-Way; constructing, laying down, repairing, maintaining or relocating any water mains; or constructing, maintaining, relocating, or repairing any sidewalk or other public work. b. All System transmission and distribution structures, lines and equipment erected by the Grantee within City shall be located so as not to obstruct or interfere with the use of Rights-of-Way except for normal and reasonable obstruction and interference which might occur during construction and to cause minimum interference with the rights of property owners who abut any of said Rights-of-Way and not to interfere with existing public utility installations. c. If at any time during the period of this Franchise City shall elect to al ter or change the grade or location of any Right-of-Way, the Grantee shall comply with all applicable City Code related to relocation of facilities and associated costs. d. The Grantee shall not place poles, conduits, or other fixtures of System above or below ground where the same will interfere with any gas, electric, telephone, water or other utility fixtures and all such poles, conduits, or other fixtures placed in any Right-of-Way shall be so placed as to comply with all reasonable and lawful requirements of City. e. The Grantee shall, upon request of any Person holding a moving permit issued by City, temporarily move its wires or fixtures to permit the moving of buildings with the expense of such temporary removal to be paid by the Person requesting the same, and the Grantee shall be given not less than ten (10) days advance written notice to arrange for such temporary changes. f. The Grantee shall have the authority to trim any trees upon and overhanging the Rights-of-Way of City so as to prevent the branches of such trees from coming in contact with the wires and cables or other facilities of the Grantee. 12 g. Grantee shall use its best efforts to give reasonable prior notice to any adjacent private property owners who will be negatively affected or impacted by Grantee’s work in the Rights-of-Way. 4. Undergrounding of Cable. Unless otherwise required by action of City Council, Grantee must place newly constructed facilities underground in areas of City where all other utility lines are placed underground. Amplifier boxes and pedestal mounted terminal boxes may be placed above ground if existing technology reasonably requires, but shall be of such size and design and shall be so located as not to be unsightly or unsafe, all pursuant to plans submi tted with Grantee’s permit application(s) and approved by City. 5. Installation of Facilities. No poles, conduits, amplifier boxes, pedestal mounted terminal boxes, similar structures, or other wire-holding structures shall be erected or installed by the Grantee without required permit of City. 6. Safety Requirements. a. The Grantee shall at all times employ ordinary and reasonable care and shall install and maintain in use nothing less than commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage or injuries. b. The Grantee shall install and maintain its System and other equipment in accordance with City’s codes and the requirements of the National Electric Safety Code and all other applicable FCC, state and local regulations, and in such manner that they will not interfere with City communications technology related to health, safety and welfare of the residents. c. All System structures, and lines, equipment and connections in, over, under and upon the Rights-of-Way of City, wherever situated or located, shall at all times be kept and maintained in good condition, order, and repair so that the same shall not menace or endanger the life or property of City or any Person. SECTION 4. DESIGN PROVISIONS 1. System Capabilities; Minimum Channel Capacity. a. Grantee shall maintain, upgrade, and operate the Cable System consistent with the capabilities of at least a 750MHz cable system and applicable industry standards. b. All final programming decisions remain the discretion of Grantee but the Cable System shall generally made available a broad range of programmi ng of interest to the community, provided that Grantee notifies City and Subscribers in writing thirty (30) days prior to any channel deletions or realignments, and further subject to Grantee's signal carriage obligations hereunder and pursuant to 47 USC §§ 531-536, and further subject to City's rights pursuant to 47 USC § 545. Location and relocation of the PEG Channels shall be governed by Section 6.1(c) (Public, Educational and Governmental Access). 13 2. Interruption of Service. The Grantee shall interrupt service only for good cause and for the shortest time possible. Such interruption shall occur during periods of minimum use of the System. If service is interrupted on all cable channels for a period of more than forty eight (48) hours, Subscribers shall be credited pro rata for such interruption. Outages for shorter time periods may be credited upon customer request following notification of the outage. 3. Technical Standards. The technical standards used in the operation of the System shall comply, at minimum, with the technical standards promulgated by the FCC relating to Cable Systems pursuant to Title 47, Section 76.601 to 76.617, as may be amended or modified from time to time, which regulations are expressly incorporated herein by reference. 4. Special Testing. a. The City/Commission shall have the right to inspect all construction or installation work performed pursuant to the provisions of the Franchise. In addition, the City/Commission may require special testing of a location or locations within the System if there is a particular matter of controversy or unresolved complaints regarding such construction or installation work or pertaining to such location(s). Demand for such special tests may be made on the basis of complaints received or other evidence indicating an unresolved controversy or noncompliance. Such tests shall be limited to the particular matter in controversy or unresolved complaints. The City/Commission shall endeavor to so arrange its request for such special testing so as to minimize hardship or inconvenience to Grantee or to the Subscribers caused by such testing. b. Before ordering such tests, Grantee shall be afforded thirty (30) days following receipt of written notice to investigate and, if necessary, correct problems or complaints upon which tests were ordered. The City/Commission shall meet with Grantee prior to requiring special tests to discuss the need for such and, if possible, visually inspect those locations which are the focus of concern. If, after such meetings and inspections, City/Commission wishes to commence special tests and the thirty (30) days have elapsed without correction of the matter in controversy or unresolved complaints, the tests shall be conducted at Grantee’s expense by a qualified engineer selected by City/Commission and Grantee, and Grantee shall cooperate in such testing. Grantee shall not be required to pay for the special tests where Grantee can show to the City/Commission’s reasonable satisfaction that it performed its own tests and undertook corrective action to remedy the problem. 6. Drop Testing and Replacement. Drops and passive equipment shall be inspected by Grantee during Installations to assure the Drop and passive equipment can provide reliable Cable Service to Subscribers. Drops shall be maintained in compliance with applicable safety and technical regulations and replaced when necessary to do so. 7. FCC Reports. The results of any tests required to be filed by Grantee with the FCC shall upon request of City also be filed with the City or its designee within ten (10) days of the conduct of such tests. 14 8. Interconnection. The System servicing the Cities of Arden Hills, Falcon Heights, Lauderdale, Little Canada, Mounds View, New Brighton, North Oaks, Roseville, and St. Anthony, shall continue to be completely interconnected. 9. Lockout Device. Upon the request of a Subscriber, Grantee shall make available a Lockout Device or similar functionality by software at no additional charge to Subscribers. SECTION 5. SERVICE PROVISIONS 1. Regulation of Service Rates. a. The City may regulate rates for the provision of Cable Service, equipment, or any other communications service provided over the System to the extent allowed under federal or state law(s). City/Commission reserves the right to regulate rates for any future services to the extent permitted by law. b. Grantee shall give City and Subscribers written notice of any change in a rate or charge pursuant to the terms of by 47 CFR § 76.1603. Bills must be clear, concise, and understandable and compliant with applicable law. 2. Non-Standard Installations. Grantee shall install and provide Cable Service to any Person requesting other than a Standard Installation provided that said Cable Service can meet FCC technical specifications and all payment and policy obligations are met. In such case, Grantee may charge for the incremental increase in material and labor costs incurred beyond the Standard Installation. 3. Sales Procedures. Grantee shall not exercise deceptive sales procedures when marketing any of its services within City. In its initial communication or contact with a non- Subscriber, Grantee shall upon request inform the non-Subscriber of all levels of service available, including the lowest priced service tiers. Grantee shall have the right to market door- to-door during reasonable hours consistent with local ordinances and regulation. 4. Subscriber Inquiry and Complaint Procedures. a. Grantee shall have a publicly listed toll-free telephone number which shall be operated so as to receive Subscriber complaints and requests on a twenty-four (24) hour-a-day, seven (7) days-a-week, 365 days a year basis. During normal business hours, trained representatives of Grantee shall be available to respond to Subscriber inquiries. b. Grantee shall maintain adequate numbers of telephone lines and personnel to respond in a timely manner to schedule service calls and answer Subscriber complaints or inquiries in a manner consistent with regulations adopted by the FCC and City where applicable and lawful. Under normal operating conditions, telephone answer time by a customer representative, including wait time, shall not exceed thirty (30) seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed thirty (30) seconds. These standards shall be met no less than ninety (90) percent of the 15 time under normal operating conditions, measured on a quarterly basis. Under normal operating conditions, the customer will receive a busy signal less than three (3) percent of the time. Grantee shall respond to written complaints forwarded by the City or its designee with copy to City or its designee within thirty (30) days. c. Subject to Grantee’s obligations pursuant to law regarding privacy of certain information, Grantee shall prepare and maintain written records of all complaints received from City and the resolution of such complaints, including the date of such resolution. Grantee shall provide City with a written summary of such complaints and their resolution upon request of City. As to Subscriber complaints, Grantee shall comply with FCC record-keeping regulations, and make the results of such record-keeping available to City upon request, subject to customer privacy obligations. d. Subscriber requests for repairs shall be commenced and best efforts shall be used complete repairs within thirty-six (36) hours of the request or as otherwise scheduled with the customer unless conditions beyond the control of Grantee prevent such performance. Grantee may schedule appointments for Installations and other service calls either at a specific time or, at a maximum, during a four hour time block during normal business hours. Grantee may also schedule service calls outside normal business hours for the convenience of customers. Grantee shall use its best efforts to not cancel an appointment with a customer after the close of business on the business day prior to the scheduled appointment. If the installer or technician is late and will not meet the specified appointment time, he/she must use his/her best efforts to contact the customer and reschedule the appointment at the sole convenience of the customer. Service call appointments must be met in a manner consistent with FCC standards. 5. Subscriber Contracts. Grantee shall file with City or provide an electronic link to any standard form Subscriber contract utilized by Grantee. If no such written contract exists, Grantee shall file with the City a document completely and concisely stating the length and terms of the Subscriber contract offered to customers. The length and terms of any Subscriber contract(s) shall be available for public inspection during normal business hours or made available electronically online. 6. Refund Policy. In the event a Subscriber establishes or terminates service and receives less than a full month's service, Grantee shall prorate the monthly rate on the basis of the number of days in the period for which service was rendered to the number of days in the billing. 7. Late Fees. Fees for the late payment of bills shall not be assessed until after the service has been fully provided and, as of the due date of the bill notifying Subscriber of an unpaid balance, the bill remains unpaid. Late Fees shall be nondiscriminatory, consistent with federal and state laws, including consumer protection laws, and uniform with respect to late fees commonly charged in other jurisdictions in the Twin Cities. 8. Office Policy. Grantee shall maintain a convenient location in or around a reasonable distance of the City or the Franchise territory encompassing any joint regulatory body 16 of which City is a Member for receiving Subscriber inquiries and bill payments. The location must be staffed by a person capable of receiving inquiries and bill payments. In addition, Grantee shall maintain a local drop box for receiving Subscriber payments after hours, or may make arrangements for third-party payment locations (for example, in a convenience store) and equipment drop-off locations (for example, UPS stores). Grantee may also offer electronic customer service options through its web page and phone applications. SECTION 6. ACCESS CHANNEL(S) PROVISIONS 1. Public, Educational and Government Access. a. City or its designee is hereby designated to operate, administer, promote, and manage access (public, education, and government programming) (hereinafter “PEG access”) programming on the Cable System. b. Grantee shall dedicate 6 Standard Definition (“SD”) channels and 2 High Definition (“HD”) channels for PEG access (the “PEG Channels”). All Subscribers to Cable Service offered on the System shall be eligible to receive such channels at no additional charge. The PEG Channels shall be activated upon the effective date of this Franchise and thereafter maintained. City may rename, reprogram, or otherwise change the use of these channels in its sole discretion, provided such use is non-commercial, lawful, and retains the general purpose of the provision of community programming. Nothing herein shall diminish the City's rights to secure additional channels pursuant to Minn. Stat. § 238.084, which is expressly incorporated herein by reference. City shall provide ninety (90) days prior written notice to Grantee of City's intent to activate access channels to the extent the maximum number agreed to herein are not already active. c. Each PEG Channel(s) required by this Section shall retain the channel designation/number it had as of the commencement of this Franchise term. Upon six (6) months’ notice to City, any access channel may be moved by Grantee, but in no event more than once every two (2) years unless otherwise allowed by City, provided Grantee pays all reasonable costs or expenses of the North Suburban Access Corporation (NSAC), or its successor, arising out of the channel move including, but not limited to, equipment necessary to effect the change at the programmer’s production or receiving facility (school frequency routing equipment, etc.), signage, letterhead, business cards, and reasonable marketing or other constituency notification costs up to a maximum of $10,000. This paragraph shall not apply to Regional Channel 6. d. Sixty (60) months after the Effective Date, upon written request of at least 90 days’ advance notice, Comcast will make available to the Commission an additional HD PEG channel on the cable system. e. The content of the HD PEG channels is up to the Commission. The Commission may simulcast one or more of the existing PEG channels in HD and SD formats, or it may choose to provide subscribers an HD channel that is programmed differently than the existing SD PEG channels (for example, the Commission could 17 create a “best of” HD PEG channel that carries a combination of HD public, educational and government programming from the existing PEG Channels). If an HD PEG channel is programmed differently, Comcast would have no additional obligation to provide an SD simulcast of that channel. f. Comcast will make available to the Commission the ability to place PEG Channel programming information on the interactive channel guide by putting the Commission in contact with the electronic programing guide vendor (“EPG provider”) that provides the guide service. Comcast will be responsible for providing the designations and instructions necessary to ensure the channels will appear on the programming guide throughout the jurisdictions that are part of the Commission and the costs of any necessary headend equipment associated therewith. The Commission shall be responsible for providing programming information to the EPG provider and for any costs charged by the EPG provider, unless Comcast is required to pay for PEG EPG costs per applicable law or national commitments. As part of this Franchise, Comcast is not agreeing to make detailed guide functionality available for periods where the Commission chooses to distribute different PEG programming via the same channel number (i.e. narrowcasting) to subscribers in different communities that are part of the Commission. g. Comcast will deliver the SD/HD PEG channels to Subscribers so that it is viewable without degradation, provided that it is not required to deliver a PEG Channel at a resolution higher than the highest resolution used in connection with the delivery of local broadcast signals to the public. Comcast may implement SD/HD carriage of the PEG channel in any manner (including selection of compression, utilization of IP, and other processing characteristics) that produces a signal as accessible, functional, useable and of a quality comparable (meaning indistinguishable to the viewer) to broadcast SD/HD channels carried on the cable system. h. The HD PEG channels will be assigned a number near the other high definition local broadcast stations if such channel positions are not already taken, or if that is not possible, near high definition news/public affairs programming channels if such channel positions are not already taken, or if not possible, as reasonably close as available channel numbering will allow. Grantee shall use its best efforts to group the HD PEG channels together in simultaneous order. i. The City acknowledges that HD programming may require the viewer to have special viewer equipment (such as an HDTV and an HD-capable digital device/receiver), but any subscriber who can view an HD signal delivered via the cable system at a receiver shall also be able to view the HD PEG channels at that receiver, without additional charges or equipment. By agreeing to make PEG available in HD format, Comcast is not agreeing it may be required to provide free HD equipment to customers, nor modify its equipment or pricing policies in any manner. j. Comcast will provide a bill message announcing the launch of the HD PEG Channels; however the City acknowledges that not all customers may receive the 18 bill message notice in advance of the channel launch in the interests of launching the channel sooner. 2. Remote Cablecasting. Grantee shall provide at no charge to the City/Commission for the term of this Franchise and until it renews, three (3) “open” cable internet modems with a static IP addresses that can be connected and operational anywhere on the System and capable of transmitting live remote HD PEG programming to the City’s master control center for live cablecasting, using business-class internet service (currently 50 mbs download and 10 mbs upload) and three MPEG encoder/transmitters and one multi-channel receiver device (capable of receiving at least 3 remote video feeds) for the Commission’s Master Control. 3. PEG Streaming. Grantee agrees to include the PEG channels in its in-home streaming cable service application (currently Xfinity TV App). Grantee will use reasonable efforts to make the PEG channels available to Subscribers outside the home on its TV-TO-GO Application, or equivalent. 4. Equipment. In the event Grantee makes any change in the Cable System and related equipment and facilities or in its signal delivery technology, which requires the City or Commission to obtain new equipment in order to be compatible with such change for purposes of transport and delivery of the Access Channels to the Grantee’s headend, Grantee shall, at its own expense and free of charge to the City, the Commission, or its designated entities, purchase such equipment as may be necessary to facilitate the cablecasting of the PEG Channels in accordance with the requirements of the Franchise. 5. Grantee Not Liable. Neither the Grantee nor the officers, directors, or employees of the Grantee is liable for any penalties or damages arising from programming content not originating from or produced by the Grantee and shown on any public access channel, education access channel, government access channel, leased access channel, or regional channel. 6. Charges for Use. There shall be no charge to the City for the use of the PEG Channels. 7. Access Rules. City, or its designee, shall implement rules for use of any access channel(s). 8. Access Support. a. In addition to satisfying the other requirements of this Section, the Grantee is required to provide the following additional PEG use funding (as used in this Section), PEG access refers to the channels, facilities and equipment used in connection with the channels on the subscriber network and associated interconnections; PEG use includes PEG access and dark fiber network and PRISMA network use, including use in connection with the network provided pursuant to Section 7.2 (Additional Network Services) including Exhibit C: 19 b. The Grantee will provide the following capital grant for PEG use for so long as it continues to operate under this franchise : Payments of all grants under the 1994 MOU through December 31, 2017; commencing January 1, 2018, Grantee shall pay to City three percent (3.0%) of its Gross Revenues paid quarterly based upon revenues for the calendar quarter. The first Gross Revenue payment shall be due on May 1, 2018, based on Gross Revenues for the quarter beginning January 1, 2018 and ending March 31, 2018, and thereafter, payments shall be due 30 days after the end of each calendar quarter, based on revenues for that quarter, or if the franchise should terminate or be revoked, 30 days after termination or revocation for any portion of quarter during which Grantee provided Cable Service. c. Notwithstanding the foregoing requirements, if Grantee has a valid and binding sponsorship contract with an entity designated by the City/Commission to manage any public access channel, the City agrees that Grantee may offset any amount it pays under such contract against payments required above. Nothing in this section requires or shall be deemed to require Grantee to make any payment that constitutes a franchise fee under 47 U.S.C. § 542. d. The parties agree that any cost to the Grantee associated with providing any support for PEG use required under this Franchise (including subscriber network drops and equipment and service to public institutions and the provision of the dark fiber network and PRISMA network and support for and payments made outside this franchise, if any), shall not be offset from the franchise fee. e. Grantee may itemize the PEG fees on Subscribers’ invoices in accordance with applicable law; provided, however, any PEG Fee charged to subscribers to recover PEG funding provided in 2017 shall not exceed $6.00 per subscriber per month. Any supplementary PEG fee levied by Comcast after January 1, 2018, to recover past undercollections shall be set at 0.5% of cable Gross Revenues through December 31, 2019. Any excess recovery shall be paid to the Commission at the same time as the Franchise Fee payment. 9. Regional Channel 6. Grantee shall designate Channel 6 for uniform regional channel usage to the extent required by law. 10. State and Federal Law compliance. Satisfaction of the requirements of this Section 6 satisfies any and all of Grantee’s state and federal law requirements of Grantee with respect to PEG access. SECTION 7. NETWORKING PROVISIONS 1. Managed Network. The City and/or Commission has a need for a telecommunications network to connect certain government buildings in the North Suburban Territory for telecommunications services. Comcast or its Affiliate agrees to provide, operate, repair and maintain a managed telecommunications network to City and/or Commission for the Term of the Franchise in accordance with an executed Enterprise Services agreement, attached as Exhibits B, 20 B2, and B3. The Enterprise Services agreement shall set forth the locations, service, monthly fees for service and all other material terms and conditions relative to Comcast’s or its Affiliate’s provision of services to the City. Where an executed Enterprise Services agreement conflicts with any term or condition of this Section, the Enterprise Services agreement shall prevail; with the exception that in the event Grantee enters into a franchise or Enterprise Services agreement or similar agreement in the Twin Cities metropolitan area after the Effective Date of this Franchise that allow a city or group of cities to receive the same or similar services on terms, conditions and/or pricing that are more favorable (taking into account the agreement as a whole), Grantee agrees to make the pricing available immediately and make available the services within a reasonable period of time to the City and/or Commission under the same terms, conditions and/or pricing made available to the city or group of cities. 2. Additional Network Services. Comcast agrees to continue to make available to the City network facilities on the terms and conditions identified in Exhibit C. SECTION 8. OPERATION AND ADMINISTRATION PROVISIONS 1. Administration of Franchise. The City Administrator or other designee shall have continuing regulatory jurisdiction and supervision over the System and the Grantee's operation under the Franchise. The City, or its designee, may issue such reasonable rules and regulations concerning the construction, operation and maintenance of the System as are consistent with the provisions of the Franchise and law. 2. Delegated Authority. The City may appoint a citizen advisory body or a Joint Powers Commission, or may delegate to any other body or Person authority to administer the Franchise and to monitor the performance of the Grantee pursuant to the Franchise. Grantee shall cooperate with any such delegatee of City. 3. Franchise Fee. a. During the term of the Franchise, Grantee shall pay quarterly to City or its delegatee a Franchise Fee in an amount equal to five percent (5%) of its quarterly Gross Revenues, or such other amounts as are subsequently permitted by federal statute. b. Any payments due under this provision shall be payable quarterly. The payment shall be made within thirty (30) days of the end of each of Grantee's fiscal quarters together with a report showing the basis for the computation. c. All amounts paid shall be subject to audit and recomputation by City and acceptance of any payment shall not be construed as an accord that the amount paid is in fact the correct amount. i. If an audit or review discloses an overpayment or underpayment of franchise fees, the City and/or the Commission shall notify Comcast of such overpayment or underpayment. The City’s/Commission’s audit or review expenses shall be borne by the City/Commission unless the audit 21 or review determines that the payment to the City should be increased by more than five percent (5%) in the audited/reviewed period, in which case the costs of the audit/review shall be borne by Comcast, up to a cap of $25,000 for all current members of the Commission collectively, as a cost incidental to the enforcement of the Franchise. Any additional amounts due to the City as a result of the audit or review shall be paid to the City within thirty (30) days following written notice to Comcast by the City/Commission of the underpayment, which notice shall include a copy of the audit/review report. If the recomputation results in additional revenue to be paid to the City, such amount shall be subject to a ten percent (10%) annual interest charge. ii. The City/Commission shall have the right to inspect and to require Comcast to provide any and all data, documents and records maintained by Comcast (or maintained by an Affiliate or a third-party contractor/vendor on behalf of Comcast) reasonably related to the calculation and payment of franchise fees. The Grantee shall maintain such records, documents and data for a minimum of four (4) years. Such records include, but are not limited to, those set forth in Paragraph 6 of the March 1, 2012, Settlement Agreement (attached hereto as Exhibit D). iii. Comcast shall have no less than twenty (20) business days to respond fully and completely to any written request for data, documents and records issued by the City/Commission, unless an extension of time is granted by the City/Commission in writing. Comcast may request an extension of the twenty (20) business day deadline applicable to a written request for data, information and documents no later than ten (10) business days after the date of such request. Every request for an extension of time shall describe, in detail, the reasons the extension is necessary. The City/Commission may, in its sole discretion, grant or deny an extension request, and shall act reasonably in making such a determination based on the scope and complexity of the information request at issue and the facts cited by Comcast in its written extension request. iv. In the event any franchise fee payment or recomputation amount is not made on or before the required date, Comcast shall pay, during the period such unpaid amount is owed, the additional compensation and interest charges computed from such due date, at an annual rate of ten percent (10%). v. Nothing in this Franchise shall be construed to limit any authority of the City to impose any tax, fee or assessment of general applicability. vi. The franchise fee payments required by this Franchise shall be in addition to any and all taxes or fees of general applicability. Comcast shall not have or make any claim for any deduction or other credit of all or any part 22 of the amount of said franchise fee payments from or against any of said taxes or fees of general applicability, except as expressly permitted by law. Comcast shall not apply nor seek to apply all or any part of the amount of said franchise fee payments as a deduction or other credit from or against any of said taxes or fees of general applicability, except as expressly permitted by law. Nor shall Comcast apply or seek to apply all or any part of the amount of any of said taxes or fees of general applicability as a deduction or other credit from or against any of its franchise fee obligations, except as expressly permitted by law. vii. Comcast shall ensure that persons or entities that only subscribe to non- cable service (e.g., persons who subscribe only to high-speed Internet access, telephone service, alarm monitoring, or a combination of services that does not include cable service) are not assessed cable service franchise fees on ancillary charges imposed by Comcast on such subscribers, including but not limited to late fees, convenience fees and non-sufficient funds (NSF) charges, unless the imposition of cable service franchise fees is permitted by applicable laws or regulations. 4. Access to Records. The City/Commission shall have the right to inspect, upon reasonable notice and during normal business hours, or require Grantee to provide within a reasonable time copies of any records maintained by Grantee which relate to System operations including specifically Grantee’s accounting and financial records and which are reasonably necessary for determining compliance with this Agreement. 5. Reports and Maps to be Filed with City. a. Grantee shall file with the City/Commission, at the time or payment of the Franchise Fee, a report of all Gross Revenues in form and substance as required by City/Commission, an example of which is attached hereto as Exhibit E. b. Grantee shall prepare and furnish to City/Commission, at the times and in the form prescribed, such other reasonable reports with respect to Grantee’s operations pursuant to this Franchise as City/Commission may require provided that such reports shall be consistent with the way Grantee maintains the information in the ordinary course of business, all requests are reasonably and directly related to the enforcement of this Agreement, all produced information is subject to an acceptable confidentiality agreement, and Grantee shall have no less than 20 business days to produce such information with further extensions reasonably granted as needed based on the nature of the request. c. If required by City/Commission, Grantee shall furnish to and file with City/Commission the maps, plats, and permanent records of the location and character of all facilities constructed, including underground facilities, and Grantee shall file with City/Commission updates of such maps, plats and permanent records annually if changes have been made in the System. 23 6. Periodic Evaluation. a. The City/Commission may require evaluation sessions at any time during the term of this Franchise, upon fifteen (15) days written notice to Grantee, but no frequently than one every twenty-four (24) months. b. Topics which may be discussed at any evaluation session may include, but are not limited to, application of new technologies, System performance, programming offered, access channels, facilities and support, municipal uses of cable, subscriber rates, customer complaints, amendments to this Franchise, judicial rulings, FCC rulings, line extension policies and any other topics City/Commission deems relevant. c. As a result of a periodic review or evaluation session, Grantee and the City may agree to modifications of the terms and conditions of the Franchise. SECTION 9. DISPUTE RESOLUTION 1. Performance Bond. a. At the time the Franchise becomes effective and at all times thereafter, until the Grantee has liquidated all of its obligations with City, the Grantee shall furnish a bond to City in the amount of $500,000.00 in a form and with such sureties as reasonably acceptable to City (attached hereto as Exhibit F). This bond will be conditioned upon the faithful performance by the Grantee of its Franchise obligations and upon the further condition that in the event the Grantee shall fail to comply with any law, ordinance or regulation governing the Franchise, there shall be recoverable jointly and severally from the principal and surety of the bond any damages or loss suffered by City as a result, including the full amount of any compensation, indemnification or cost of removal or abandonment of any property of the Grantee, plus a reasonable allowance for attorneys' fees and costs, up to the full amount of the bond, and further guaranteeing payment by the Grantee of claims, liens and taxes due City which arise by reason of the construction, operation, or maintenance of the System. The rights reserved by City with respect to the bond are in addition to all other rights City may have under the Franchise or any other law. City may, from year to year, in its sole discretion, reduce the amount of the bond. To the extent the City is a member of the Commission a single bond of $500,000 will cover all member cities of the Commission. b. The time for Grantee to correct any violation or liability, shall be extended by City if the necessary action to correct such violation or liability is, in the sole determination of City, of such a nature or character as to require more than thirty (30) days within which to perform, provided Grantee provides written notice that it requires more than thirty (30) days to correct such violations or liability, commences the corrective action within the thirty (30) days period and thereafter uses reasonable diligence to correct the violation or liability. 24 c. In the event this Franchise is revoked by reason of default of Grantee, City shall be entitled to collect from the performance bond that amount which is attributable to any damages sustained by City as a result of said default or revocation. d. Grantee shall be entitled to the cancellation or return of the performance bond, or portion thereof, as remains sixty (60) days after the expiration of the term of the Franchise or revocation for default thereof, provided City has not notified Grantee of any actual or potential damages incurred as a result of Grantee’s operations pursuant to the Franchise or as a result of said default. e. The rights reserved to City with respect to the performance bond are in addition to all other rights of City whether reserved by this Franchise or authorized by law, and no action, proceeding or exercise of a right with respect to the performance bond shall affect any other right City may have. 2. Letter of Credit and Liquidated Damages. a. At the time of acceptance of this Franchise, Grantee shall deliver to City an irrevocable and unconditional Letter of Credit, in form and substance acceptable to City, from a National or State bank approved by City, in the amount of $25,000.00. b. The Letter of Credit shall provide that funds will be paid to City, upon written demand of City, and in an amount solely determined by City in payment for penalties charged pursuant to this Section, in payment for any monies owed by Grantee to City or any person pursuant to its obligations under this Franchise, or in payment for any damage incurred by City or any person as a result of any acts or omissions by Grantee pursuant to this Franchise. c. In addition to recovery of any monies owed by Grantee to City or any person or damages to City or any person as a result of any acts or omissions by Grantee pursuant to the Franchise, City in its sole discretion may charge to and collect from the Letter of Credit the following penalties: i. For failure to provide data, documents, reports or information or to cooperate with City during an application process or system review or as otherwise provided herein, the penalty shall be $250.00 per day for each day, or part thereof, such failure occurs or continues. ii. Fifteen (15) days following notice from City of a failure of Grantee to comply with construction, operation or maintenance standards, the penalty shall be $500.00 per day for each day, or part thereof, such failure occurs or continues. iii. For failure to provide the services Grantee has proposed, including, but not limited to, the implementation and the utilization of the access channels and the maintenance and/or replacement of the equipment and 25 other facilities, the penalty shall be $500.00 per day for each day, or part thereof, such failure occurs or continues. iv. For Grantee’s breach of any written contract or agreement with or to the City or its designee, the penalty shall be $500.00 per day for each day, or part thereof, such breach occurs or continues. v. For failure to comply with any of the provisions of this Franchise, or other City ordinance for which a penalty is not otherwise specifically provided pursuant to this paragraph c, the penalty shall be $250.00 per day for each day, or part thereof, such failure occurs or continues. d. Each violation of any provision of this Franchise shall be considered a separate violation for which a separate penalty can be imposed. e. Whenever City finds that Grantee has violated one or more t erms, conditions or provisions of this Franchise, or for any other violation contemplated in Subparagraph c. above, a written notice shall be given to Grantee informing it of such violation. At any time after thirty (30) days (or such longer reasonable ti me which, in the sole determination of City, is necessary to cure the alleged violation) following local receipt of notice, provided Grantee remains in violation of one or more terms, conditions or provisions of this Franchise, in the sole opinion of City, City may draw from the Letter of Credit all penalties and other monies due City from the date of the local receipt of notice. f. Whenever the Letter of Credit is drawn upon, Grantee may, within seven (7) days of such draw, notify City in writing that there is a dispute as to whether a violation or failure has in fact occurred. Such written notice by Grantee to City shall specify with particularity the matters disputed by Grantee. All penalties shall continue to accrue and City may continue to draw from the Letter of Credit during any appeal pursuant to this subparagraph. i. City shall hear Grantee's dispute within sixty (60) days and render a final decision within sixty (60) days thereafter. ii. Upon the determination of City that no violation has taken place, City shall refund to Grantee, without interest, all monies drawn from the Letter of Credit by reason of the alleged violation. g. If said Letter of Credit or any subsequent Letter of Credit delivered pursuant thereto expires prior to thirty (30) months after the expiration of the term of this Franchise, it shall be renewed or replaced during the term of this Franchise to provide that it will not expire earlier than thirty (30) months after the expiration of this Franchise. The renewed or replaced Letter of Credit shall be of the same form and with a bank authorized herein and for the full amount stated in paragraph 2(a) of this Section. 26 h. If City draws upon the Letter of Credit or any subsequent Letter of Credit delivered pursuant hereto, in whole or in part, Grantee shall replace or replenish to its full amount the same within ten (10) days and shall deliver to City a like replacement Letter of Credit or certification of replenishment for the full amount stated in Section 9.2(a) (Letter of Credit and Liquidated Damages) as a substitution of the previous Letter of Credit. This shall be a continuing obligation for any draws upon the Letter of Credit. i. If any Letter of Credit is not so replaced or replenished, City may draw on said Letter of Credit for the whole amount thereof and use the proceeds as City determines in its sole discretion. The failure to replace or replenish any Letter of Credit may also, at the option of the City, be deemed a default by Grantee under this Franchise. The drawing on the Letter of Credit by City, and use of the money so obtained for payment or performance of the obligations, duties and responsibilities of Grantee which are in default, shall not be a waiver or release of such default. j. The collection by City of any damages, monies or penalties from the Letter of Credit shall not affect any other right or remedy available to City, nor shall any act, or failure to act, by City pursuant to the Letter of Credit, be deemed a waiver of any right of City pursuant to this Franchise or otherwise. 3. Indemnification of City. a. City, its officers, boards, committees, commissions, elected officials, employees and agents shall not be liable for any loss or damage to any real or personal property of any Person, or for any injury to or death of any Person, arising out of or in connection with Grantee’s construction, operation, maintenance, repair or removal of the System or as to any other action of Grantee with respect to this Franchise. b. Grantee shall indemnify, defend, and hold harmless City, its officers, boards, committees, commissions, elected officials, employees and agents, from and against all liability, damages, and penalties which they may legally be required to pay as a result of the City’s exercise, administration, or enforcement of the Franchise. c. Nothing in this Franchise relieves a Person, except City, from liability arising out of the failure to exercise reasonable care to avoid injuring the Grantee's facilities while performing work connected with grading, regarding, or changing the line of a Right-of-Way or public place or with the construction or reconstruction of a sewer or water system. d. Grantee shall contemporaneously with this Franchise execute an Indemnity Agreement in the form of Exhibit G, which shall indemnify, defend and hold the City and Commission harmless for any claim for injury, damage, loss, liability, cost or expense, including court and appeal costs and reasonable attorneys’ fees or reasonable expenses arising out of the actions of the City and/or Commission in renewal of this Franchise. The term of the Indemnity Agreement shall not exceed 180 days’ from the Effective Date of this Franchise, unless the City or Commission has received statutory 27 notice of a claim based upon the renewal of this Franchise. This obligation includes any claims by another franchised cable operator against the City and/or Commission that the terms and conditions of this Franchise are less burdensome than another franchise granted by the City or that this Franchise does not satisfy the requirements of applicable state law(s). 4. Insurance. a. As a part of the indemnification provided in Section 9.3 (Indemnification of City), but without limiting the foregoing, Grantee shall file with City at the time of its acceptance of this Franchise, and at all times thereafter maintain in full force and effect at its sole expense, a comprehensive general liability insurance policy, including broadcaster’s/cablecaster’s liability and contractual liability coverage, in protection of the Grantee, and the City, its officers, elected officials, boards, commissions, agents and employees for any and all damages and penalties which may arise as a result of this Franchise. The policy or policies shall name the City as an additional insured, and in their capacity as such, City officers, elected officials, boards, commissions, agents and employees. b. The policies of insurance shall be in the sum of not less than $1,000,000.00 for personal injury or death of any one Person, and $2,000,000.00 for personal injury or death of two or more Persons in any one occurrence, $500,000.00 for property damage to any one person and $2,000,000.00 for property damage resulting from any one act or occurrence. c. The policy or policies of insurance shall be maintained by Grantee in full force and effect during the entire term of the Franchise. Each policy of insurance shall contain a statement on its face that the insurer will not cancel the policy or fail to renew the policy, whether for nonpayment of premium, or otherwise, and whether at the request of Grantee or for other reasons, except after sixty (60) days advance written notice have been provided to City. SECTION 10. SALE, ABANDONMENT, TRANSFER AND REVOCATION OF FRANCHISE 1. City's Right to Revoke. a. In addition to all other rights which City has pursuant to law or equity, City reserves the right to commence proceedings to revoke, terminate or cancel this Franchise, and all rights and privileges pertaining thereto, if it is determined by City that: i. Grantee has violated material provisions(s) of this Franchise; or ii. Grantee has practiced fraud or deceit upon City. 28 City may enforce its rights and seek any and all relief allowed under applicable law if Grantee is adjudged a bankrupt. 2. Procedures for Revocation. a. City shall provide Grantee with written notice of a cause for revocation and the intent to revoke and shall allow Grantee thirty (30) days subsequent to receipt of the notice in which to correct the violation or to provide adequate assurance of performance in compliance with the Franchise. In the notice required herein, City shall provide Grantee with the basis of the revocation. b. Grantee shall be provided the right to a public hearing affording due process before the City Council prior to the effective date of revocation, which public hearing shall follow the thirty (30) day notice provided in subparagraph (a) above. City shall provide Grantee with written notice of its decision together with written findings of fact supplementing said decision. c. Only after the public hearing and upon written notice of the determination by City to revoke the Franchise may Grantee appeal said decision with an appropriate state or federal court or agency. d. During the appeal period, the Franchise shall remain in full force and effect unless the term thereof sooner expires or unless continuation of the Franchise would endanger the health, safety and welfare of any person or the public. 3. Abandonment of Service. Grantee may not abandon the System or any portion thereof without having first given three (3) months written notice to City. Grantee may not abandon the System or any portion thereof without compensating City for damages resulting from the abandonment, including all costs incident to removal of the System. 4. Removal After Abandonment, Termination or Forfeiture. a. In the event of termination or forfeiture of the Franchise or abandonment of the System, City shall have the right to require Grantee to remove all or any portion of the System from all Rights-of-Way and public property within City, unless Grantee is offering other services (such as telecommunication services) over the System and has or obtains the necessary authorizations to occupy the rights-of-way for such purposes. b. If Grantee is not providing other lawful services over the System with the necessary authorizations and has failed to commence removal of System, or such part thereof as was designated by City, within thirty (30) days after written notice of City's demand for removal is given, or if Grantee has failed to complete such removal within twelve (12) months after written notice of City's demand for removal is given, City shall have the right to apply funds secured by the Letter of Credit and Performance Bond toward removal and/or declare all right, title, and interest to the System to be in City with 29 all rights of ownership including, but not limited to, the right to operate the System or transfer the System to another for operation by it. 5. Sale or Transfer of Franchise. a. No sale or transfer of the Franchise, or sale, transfer, or fundamental corporate change of or in Grantee, including, but not limited to, a fundamental corporate change in Grantee’s parent corporation or any entity having a controlling in terest in Grantee, the sale of a controlling interest in the Grantee’s assets, a merger including the merger of a subsidiary and parent entity, consolidation, or the creation of a subsidiary or affiliate entity, shall take place until a written request has been filed with City requesting approval of the sale, transfer, or corporate change and such approval has been granted or deemed granted, provided, however, that said approval shall not be required where Grantee grants a security interest in its Franchise and/or assets to secure an indebtedness. The foregoing notwithstanding, Grantee must seek approval of any transaction constituting a transfer under state law. b. Any sale, transfer, exchange or assignment of stock in Grantee, or Grantee’s parent corporation or any other entity having a controlling interest in Grantee, so as to create a new controlling interest therein, shall be subject to the requirements of this Section 10.5. The term "controlling interest" as used herein is not limited to majority stock ownership, but includes actual working control in whatever manner exercised. In any event, as used herein, a new “controlling interest” shall be deemed to be created upon the acquisition through any transaction or group of transactions of a legal or beneficial interest of fifteen percent (15%) or more by one Person. Acquisition by one Person of an interest of five percent (5%) or more in a single transaction shall require notice to City. This requirement shall not apply to transactions involving the acquisition of a non-Cable Service business, movie studio, or other such business venture by Grantee’s parent company). c. The Grantee shall file, in addition to all documents, forms and information required to be filed by applicable law, the following subject to reasonable confidentiality agreements, if necessary: i. All contracts, agreements or other documents that constitute the proposed transaction and all exhibits, attachments, or other documents referred to therein which are necessary in order to understand the terms thereof. ii. A list detailing all public documents filed with any state or federal agency related to the transaction including, but not limited to, the MPUC, the FCC, the FTC, the FEC, the SEC or MnDOT. Upon request, Grantee shall provide City with a complete copy of any such document; and iii. Any other documents or information related to the transaction as may be specifically requested by the City which are necessary in order to understand the terms thereof. 30 d. City shall have such time as is permitted by federal law in which to review a transfer request. e. The Grantee shall reimburse City for all the legal, administrative, and consulting costs and fees associated with the City’s review of any request to transfer. Nothing herein shall prevent Grantee from negotiating partial or complete payment of such costs and fees by the transferee. Grantee may not itemize any such reimbursement on Subscriber bills, but may recover such expenses in its subscriber rates. f. In no event shall a sale, transfer, corporate change, or assignment of ownership or control pursuant to subparagraph (a) or (b) of this Section be approved without the transferee becoming a signatory to this Franchise and assuming all rights and obligations thereunder, and assuming all other rights and obligations of the transferor to the City including, but not limited to, any adequate guarantees or other security instruments provided by the transferor. g. In the event of any proposed sale, transfer, corporate change, or assignment pursuant to subparagraph (a) or (b) of this Section, City shall have the right to purchase the System for the value of the consideration proposed in such transaction. City’s right to purchase shall arise upon City’s receipt of notice of the material terms of an offer or proposal for sale, transfer, corporate change, or assignment, which Grantee has accepted. Notice of such offer or proposal must be conveyed to City in writing and separate from any general announcement of the transaction. h. City shall be deemed to have waived its right to purchase the System pursuant to this Section only in the following circumstances: i. If City does not indicate to Grantee in writing, within sixty (60) days of receipt of written notice of a proposed sale, transfer, corporate change, or assignment as contemplated in Section 10.5 (g) above, its intention to exercise its right of purchase; or ii. It approves the assignment or sale of the Franchise as provided within this Section. i. No Franchise may be transferred if City determines Grantee is in noncompliance of the Franchise unless an acceptable compliance program has been approved by City. The approval of any transfer of ownership pursuant to this Section shall not be deemed to waive any rights of City to subsequently enforce noncompliance issues relating to this Franchise even if such issues predated the approval, whether known or unknown to City. 31 SECTION 11. PROTECTION OF INDIVIDUAL RIGHTS 1. Discriminatory Practices Prohibited. Grantee shall not deny service, deny access, or otherwise discriminate against Subscribers (or group of potential subscribers) or general citizens on the basis of race, color, religion, national origin, sex, age, status as to public assistance, affectional preference, or disability. Grantee shall comply at all times with all other applicable federal, state, and city laws, and all executive and administrative orders relating to nondiscrimination. 2. Subscriber Privacy. Grantee shall comply with all customer privacy obligations under applicable law. SECTION 12. UNAUTHORIZED CONNECTIONS AND MODIFICATIONS 1. Unauthorized Connections or Modifications Prohibited. It shall be unlawful for any firm, Person, group, company, corporation, or governmental body or agency, without the express consent of the Grantee, to make or possess, or assist anybody in making or possessing, any unauthorized connection, extension, or division, whether physically, acoustically, inductively, electronically or otherwise, with or to any segment of the System or receive services of the System without Grantee’s authorization. 2. Removal or Destruction Prohibited. It shall be unlawful for any firm, Person, group, company, or corporation to willfully interfere, tamper, remove, obstruct, or damage, or assist thereof, any part or segment of the System for any purpose whatsoever, except for any rights City may have pursuant to this Franchise or its police powers. 3. Penalty. Any firm, Person, group, company, or corporation found guilty of violating this section may be fined not less than Twenty Dollars ($20.00) and the costs of the action nor more than Five Hundred Dollars ($500.00) and the costs of the action for each and every subsequent offense. Each continuing day of the violation shall be considered a separate occurrence. SECTION 13. MISCELLANEOUS PROVISIONS 1. Franchise Renewal. Any renewal of this Franchise shall be performed in accordance with applicable federal, state and local laws and regulations. 2. Work Performed by Others. All applicable obligations of this Franchise shall apply to any subcontractor or others performing any work or services pursuant to the provisions of this Franchise, however, in no event shall any such subcontractor or other performing work obtain any rights to maintain and operate a System or provide Cable Service. Grantee shall provide notice to City of the name(s) and address(es) of any entity, other than Grantee, which performs substantial services in the City pursuant to this Franchise. 3. Amendment of Franchise Ordinance. Grantee and City may agree, from time to time, to amend this Franchise. Such written amendments may be made subsequent to a review 32 session pursuant to Section 8.6 or at any other time if City and Grantee agree that such an amendment will be in the public interest or if such an amendment is required due to changes in federal, state or local laws. Provided, however, nothing herein shall restrict City’s exercise of its police powers. 4. Compliance with Federal, State and Local Laws. a. If any federal or state law or regulation shall require or permit City or Grantee to perform any service or act or shall prohibit City or Grantee from performing any service or act which may be in conflict with the terms of this Franchise, then as soon as possible following knowledge thereof, either party shall notify the other of the point in conflict believed to exist between such law or regulation. Grantee and City shall conform to state laws and rules regarding cable communications not later than one year after they become effective, unless otherwise stated, and to conform to federal laws and regulations regarding cable as they become effective. b. If any term, condition or provision of this Franchise or the application thereof to any Person or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder hereof and the application of such term, condition or provision to Persons or circumstances other than those as to whom it shall be held invalid or unenforceable shall not be affected thereby, and this Franchise and all the terms, provisions and conditions hereof shall, in all other respects, continue to be effective and complied with provided the loss of the invalid or unenforceable clause does not substantially alter the agreement between the parties. In the event such law, rule or regulation is subsequently repealed, rescinded, amended or otherwise changed so that the provision which had been held invalid or modified is no longer in conflict with the law, rules and regulations then in effect, said provision shall thereupon return to full force and effect and shall thereafter be binding on Grantee and City. 5. Nonenforcement by City. Grantee shall not be relieved of its obligations to comply with any of the provisions of this Franchise by reason of any failure or delay of City to enforce prompt compliance. City may only waive its rights hereunder by expressly so stating in writing. Any such written waiver by City of a breach or violation of any provision of this Franchise shall not operate as or be construed to be a waiver of any subsequent breach or violation. 6. Rights Cumulative. All rights and remedies given to City by this Franchise or retained by City herein shall be in addition to and cumulative with any and all other rights and remedies, existing or implied, now or hereafter available to City, at law or in equity, and such rights and remedies shall not be exclusive, but each and every right and remedy specifically given by this Franchise or otherwise existing or given may be exercised from time to time and as often and in such order as may be deemed expedient by City and the exercise of one or more rights or remedies shall not be deemed a waiver of the right to exercise at the same time or thereafter any other right or remedy. 33 7. Grantee Acknowledgment of Validity of Franchise. Grantee acknowledges that it has had an opportunity to review the terms and conditions of this Franchise and that under current law Grantee believes that said terms and conditions are not unreasonable or arbitrary, and that Grantee believes City has the power to make the terms and conditions contained in this Franchise. 8. No Third Party Beneficiaries. Nothing in this Franchise Agreement is intended to confer third-party beneficiary status on any member of the public to enforce the terms of this Franchise Agreement. This provision does not apply to the Commission or the NSAC. SECTION 14. PUBLICATION EFFECTIVE DATE; ACCEPTANCE AND EXHIBITS 1. Publication: Effective Date. This Franchise shall be published in accordance with applicable local and Minnesota law. The Effective Date of this Franchise shall January 1, 2017. 2. Acceptance. a. Grantee shall accept this Franchise within sixty (60) of its enactment by the City Council, unless the time for acceptance is extended by City. Such acceptance by the Grantee shall be deemed the grant of this Franchise for all purposes provided, however, this Franchise shall not be effective until all City ordinance adoption procedures are complied with and all applicable timelines have run for the adoption of a City ordinance. In the event acceptance does not take place, or should all ordinance adoption procedures and timelines not be completed, this Franchise and any and all rights granted hereunder to Grantee shall be null and void. b. Upon the Effective Date and acceptance of this Franchise, Grantee and City shall be bound by all the terms and conditions contained herein. c. Grantee shall accept this Franchise in the following manner: i. This Franchise will be properly executed and acknowledged by Grantee and delivered to City. ii. With its acceptance, Grantee shall also deliver any grant payments, performance bond and insurance certificates required herein that have not previously been delivered. Passed and adopted this ______day of _________________________, 2017. ATTEST: CITY OF ARDEN HILLS By: _______________________________ By: _____________________________ Its: ______________________________ Its: ________________________ 34 ACCEPTED: This Franchise is accepted and we agree to be bound by its terms and conditions. COMCAST OF MINNESOTA, INC. Dated: ____________________________ By: _____________________________ Its: ________________________ Exhibit A – Drops to Designated Buildings Exhibit A – Drops to Designated Buildings City of Arden Hills Inst. Name Street Address City Arden Hills City Hall 4364 W. Round Lk. Rd. Arden Hills Arden Hills Public Works 1460 W. Hwy. 96 Arden Hills City of Falcon Heights Inst. Name Street Address City Falcon Heights City Hall 2077 W. Larpenteur Ave. Falcon Heights Falcon Heights Fire Station 2077 W. Larpenteur Ave. Falcon Heights City of Lauderdale Inst. Name Street Address City Lauderdale City Hall 1891 Walnut St. Lauderdale City of Little Canada Inst. Name Street Address City Little Canada City Hall 515 E. Little Canada Rd. Little Canada Little Canada Fire Station 325 Little Canada Rd. Little Canada Old Little Canada Comm Room 440 E. Little Canada Rd. Little Canada City of Mounds View Inst. Name Street Address City Mounds View City Hall 2401 Hwy. 10 Mounds View Mounds View Community Center 2394 Edgewood Dr. Mounds View Mounds View Maintenance Gar. 2466 NE Bronson Dr. Mounds View City of New Brighton Inst. Name Street Address City New Brighton City Hall 803 NW 5th Ave. New Brighton New Brighton Fire Station 785 NW 5th Ave. New Brighton New Brighton Maintenance Bldg. 700 NW 5th Ave. New Brighton New Brighton Municipal Bldg. 785 Old Highway 8 New Brighton City of North Oaks Inst. Name Street Address City North Oaks City Hall 100 Village Center Dr. North Oaks Exhibit A – Drops to Designated Buildings 2 City of Roseville Inst. Name Street Address City Roseville City Hall 2661 Civic Center Dr. Roseville Roseville Fire Station 1 2701 N. Lexington Ave. Roseville Roseville Gymnastics Cntr. 1240 Co. Rd. B-2 Roseville Roseville Harriet Alexander Nature 2520 N. Dale St. Roseville Roseville Maintenance Building 2660 Civic Center Dr. Roseville CTV Admin., CTV 2670 Arthur St Roseville City of St. Anthony Inst. Name Street Address City St. Anthony City Hall 3301 Silver Lake Rd. St. Anthony St. Anthony Fire Station 2900 Kenzie Terrace St. Anthony St. Anthony Public Works 3801 Chandler Dr. St. Anthony St. Anthony Community Services 3301 Silver Lake Rd. St. Anthony St. Anthony Police 3301 Silver Lake Rd. St. Anthony Dist. 2822 – SA/NB Schools Inst. Name Street Address City ISD 282 District Office SA/NB 3303 33rd Ave. NE St. Anthony St. Anthony High School 3303 33rd Ave. NE St. Anthony St. Anthony Middle School 3303 33rd Ave. NE St. Anthony Wilshire Park Elementary 3600 NE Highcrest Rd. St. Anthony Dist. 621 – Mounds View Inst. Name Street Address City Bel Air Elementary School 1800 NW 5th St. New Brighton Edgewood Middle School 5100 N. Edgewood Dr. Mounds View Highview Middle School 2300 NW 7th St. New Brighton Irondale High School 2425 Long Lake Rd. New Brighton Mounds View High School 1900 W. Co. Rd. F Arden Hills Pike Lake Elementary 2101 NW 14th St. New Brighton Pinewood Elementary 5500 Quincy St. Mounds View Early Education School 500 NW 10th St. New Brighton Sunnyside Elementary 2070 W. Co. Rd. H New Brighton Valentine Hills Elementary 1770 W. Co. Rd. E2 Arden Hills Exhibit A – Drops to Designated Buildings 3 Dist. 623 – Roseville Area Inst. Name Street Address City Brimhall Elementary 1744 W. Co. Rd. B Roseville Central Park Elementary 535 W. Co. Rd. B2 Roseville Edgerton Elementary School 1929 Edgerton St. Maplewood Fairview Community Center 1910 W. Co. Rd. B Roseville Falcon Heights Elementary 1393 W. Garden Ave. Falcon Heights ISD 623 District Center 1251 W. Co. Rd. B2 Roseville Little Canada Elementary 400 Eli Rd. Little Canada Parkview Center School 701 W. Co. Rd. B Roseville Roseville Area High School 1261 Hwy. 36 Roseville Roseville Area Middle School 15 E. Co. Rd. B2 Little Canada Hennepin County Inst. Name Street Address City St. Anthony Public Library 2900 NE Pentagon Dr. St. Anthony Ramsey County Inst. Name Street Address City Ramsey Co. Library – Mounds View 2576 Hwy. 10 Mounds view Ramsey Co. Library – Roseville 2180 N. Hamline Ave. Roseville Ramsey Co Library – New Brighton 400 10th St. NW New Brighton Exhibit B – Comcast Enterprise Services Master Services Agreement (MSA) Email: Cell: Address 2: CUSTOMER INFORMATION The Customer referenced above may submit Sales Orders to Comcast during the Term of this Agreement (“MSA Term”). After the expiration of the initial MSA Term, Comcast may continue to accept Sales Orders from Customer under the Agreement, or require the parties to execute a new MSA. Primary Contact Address Information Fax: MSA ID#: Primary Contact: Services are only available to commercial customers in wired and serviceable areas in participating Comcast systems (and may not be transferred). Minimum Service Terms are required for most Services and early termination fees may apply. Service Terms are identified in each Sales Orders, and early termination fees are identified in the applicable Product Specific Attachments. Phone: The Agreement shall terminate in accordance with the General Terms and Conditions. The General Terms and Conditions and PSAs are located at http://business.comcast.com/enterprise-terms-of-service/index.aspx(or any successor URL).Use of the Services is also subject to the High-Speed Internet for Business Acceptable Use Policy (“AUP”) located at http://business.comcast.com/customer-notifications/acceptable-use-policy (or any successor URL), and the High-Speed Internet for Business Privacy Policy (Privacy Policy”) located at http://business.comcast.com/customer-notifications/customer-privacy- statement (or any successor URL). Comcast may update the General Terms and Conditions, PSAs, AUP and Privacy Policy from time to time upon posting to the Comcast website. Title: Customer Name: State: Zip Code: Address 1: BY SIGNING BELOW, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. MSA Term: This Master Service Agreement ("Agreement") sets forth the terms and conditions under which Comcast Cable Communications Management, LLC and its operating affiliates (“Comcast”) will provide communications and other services (“Services”) to the above Customer. The Agreement consists of this fully executed Master Service Agreement Cover Page (“Cover Page”), the Enterprise Services General Terms and Conditions (“General Terms and Conditions”), any written amendments to the Agreement executed by both parties ("Amendments"), the Product-Specific Attachment for the applicable Services (“PSA(s)”) and each Sales Order accepted hereunder (“Sales Orders”). In the event of any inconsistency among these documents, precedence will be as follows: (1) this Cover Page (2) General Terms and Conditions, (3) PSA(s), , and (4) Sales Orders. This Agreement shall be legally binding when signed by both parties and shall continue in effect until the expiration date of any Service Term specified in a Sales Order referencing the Agreement, unless terminated earlier in accordance with the Agreement. City: Signature: COMCAST USE ONLY (by authorized representative) Date: CUSTOMER SIGNATURE (by authorized representative) Date: Title: Name: Signature: Name: Title: Sales Rep: Sales Rep Email: Region: Division: MN-10681743-surqu steven_urquhart@cable.comcast.com MN City of Arden Hills 55112 1245 West Highway 96 60 months dperrault@cityofardenhills.org Arden Hills (651) 792-7800 Steven Urquhart Dave Perrault Exhibit B Exhibit B2 – First Amendment to Comcast Enterprise Services Master Agreement FIRST AMENDMENT TO COMCAST ENTERPRISE SERVICES MASTER AGREEMENTS No. MN-7078239-surqu-6107932 No. MN-10682707-surqu-8012973 No. MN-10682530-surqu-8012808 No. MN-1919172-surqu-7985235 No. MN-10681743-surqu-8012080 This First Amendment (“Amendment”) is concurrently entered into on ____________________________ (“Effective Date”) in conjunction with the Comcast Enterprise Services Master Services Agreement Nos. 7078239; 10682707; 10682530; 1919172; and 10681743 (“Agreement”) by and between Comcast of Minnesota, Inc. (“Comcast”) and the Cities of Roseville, Hugo, Arden Hills, Lauderdale, and North Oaks (“Customer”), individually referred to herein as “Party” and jointly referred to as “Parties.” In the event of an explicit conflict between this Amendment and the Agreement, the terms and conditions of this Amendment shall take precedence in the interpretation of the explicit matter in question. Unless otherwise set forth herein, all capitalized terms set forth herein shall have the same meaning as set forth in the Agreement. WHEREAS, the Parties desire to amend the Agreement by this writing to reflect the amended or additional terms and conditions to which the Parties have agreed; NOW, THEREFORE, in consideration of the mutual covenants, promises, and consideration set forth in this Amendment, the Parties agree as follows: CHANGES TO THE GENERAL TERMS AND CONDITIONS: 1. DEFINITIONS: a. "Agreement, Enterprise Services Master Services Agreement or MSA" is deleted in its entirety and replaced with the following: Agreement, Enterprise Services Master Services Agreement or MSA in reverse order of Precedence: Consists of 1) Initial Sales Orders ID No. MN-7078239-surqu-6107932; MN-10682707-surqu-8012973; MN-10682530-surqu-8012808; MN-1919172-surqu-7985235; and MN-10681743-surqu-8012080, 2) Comcast Enterprise Services General Terms and Conditions ("General Terms and Conditions" Version 1.2 in effect as of the date of this Agreement, as may be updated by Comcast from time to time with written notice to Customer’s Chief Information Officer. Comcast will annually present to Customer any changes to the General Terms and Conditions as a condition of them becoming effective as to Customer, 3) the then current Product-Specific Attachment for each ordered Service ("PSA"), 4) any written amendments to the Agreement executed by both Parties including any supplemental terms and conditions 2 ("Amendments") including this Amendment and 5) each subsequent Sales Order accepted by Comcast and Customer under the Agreement. b. "Comcast Website or Website" is revised as follows: The Comcast website where Comcast security and privacy policies applicable to the Agreement will be posted. Comcast will annually present to Customer for review any changes to Comcast security and privacy policies and such amended policies shall not be effective until such notice is provided. The current URL for the Website is http://business.comcast.com/enterprise-terms-of-service. Comcast may update the Website documents and/or URL from time to time. c. "Confidential Information" is deleted in its entirety and replaced with the following: Comcast claims that information it provides to Customer during the course of this Agreement constitutes Comcast's valuable property and that the information embodies substantial creative efforts which are proprietary, secret, confidential, not generally known by the public, and which secure to Comcast a competitive advantage, and are Confidential and Trade Secrets as defined by the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 ("Data Practices Act"), and not subject to public disclosure. Customer agrees that, if a request is received for access to data that Comcast claims under this Agreement to be trade secret information, Customer will notify Comcast of the request. Comcast will, as soon as reasonably possible, but no later than five (5) business days from the time of notice, provide Customer written justification for its claim that the requested data is Trade Secret data. Customer shall review the justification. If it agrees, Customer shall so inform the requester. If it disagrees, Customer shall so inform Comcast and the data requester and will then act accordingly to respond to the request for data. Thereafter Comcast shall take all actions, including exercise of its legal remedies, it deems necessary to protect the disclosure of the data and Comcast shall defend, indemnify, and hold harmless Customer, its officials, employees and agents from any liability for failure to release, disclose, give access to, or copy the requested data. d. Definition for "Initial Sales Orders" is added and shall mean Sales Order Nos. MN-7078239-surqu-6107932; MN-10682707-surqu-8012973; MN-10682530-surqu-8012808; MN-1919172-surqu-7985235; and MN-10681743-surqu-8012080, which is the request for Services to the 8 Customer Service Locations submitted by Customer to Comcast on a then-current Comcast form designated for that purpose. For the purposes of the General Terms and Conditions, the Initial Sales Orders shall also be referred to as Sales Order, except where explicitly identified otherwise. e. "Sales Order" is deleted in its entirety and replaced with the following: 3 Sales Order shall mean any Sales Order other than the Initial Sales Orders that Customer submits to Comcast as a request for Comcast to provide the Services to a Service Location(s) on a then-current form designated for that purpose. f. "Service(s)" is modified to read as follows: A service provided by Comcast pursuant to a Sales Order under this Agreement. 2. Article 1 "Changes to the Agreement Terms" is deleted in its entirety and replaced with the following: Alteration. Any alteration, variation, modification, or waiver of the provisions of this Agreement shall be valid only after it has been reduced to writing and duly signed by both parties. 3. Article 2.2 "Access" is hereby modified to read as follows: In order to deliver certain Services to Customer, Comcast may require access, conduit, and/or common room space ("Access"), both within and/or outside each Service Location. Customer shall provide an adequate environmentally controlled space and such electricity as may be required for installation, operation, and maintenance of the Comcast Equipment used to provide the Services within the Service Location(s). Customer shall be responsible for securing, and maintaining on an initial and ongoing basis during the applicable Service Term and/or Renewal Term, such Access within each Service Location unless Comcast has secured such access prior to this Agreement. In the event that Customer, fails to secure or maintain such Access within a particular Service Location, Comcast shall provide Customer written notice of such failure and Customer shall have thirty (30) business days from the date said notice was received by the Customer to cure such failure. If Customer fails to correct such failure within the cure period, Comcast may cancel or terminate Service at such particular Service Location, without further liability, upon written notice to Customer. In such event, except with regard to cancelled or terminated services to Service Locations covered by the Initial Sales Orders, if Comcast has incurred any costs or expense in installing or preparing to install the Service that it otherwise would not have incurred, a charge equal to those costs or expenses shall apply to Customer's final invoice for that particular Service Location. If Comcast is unable to secure or maintain Access outside a particular Service Location, which Access is needed to provide Service to such Service Location, Customer or Comcast may cancel or terminate Service to such particular Service Location, without further liability beyond the termination date, upon a minimum thirty (30) days' prior written notice to the other party. In such event, if Comcast has incurred any costs or expense in installing or preparing to install the Service that it otherwise would not have incurred, Comcast shall be responsible for such costs or expenses. Any other failure on the part of Customer to be ready to receive Service, or any refusal on the part of the Customer to receive Service, shall not relieve Customer of its obligation to pay charges for any Service that is otherwise available for use. 4 Comcast agrees to abide by all applicable laws and regulations. In the event Comcast ceases to provide services or at the conclusion or termination of all agreements between Customer and Comcast, if applicable to the Service, Comcast shall use its best efforts to return all Customer data to the Customer in a Customer-approved format and purge such data from Comcast computers and storage devices. Comcast will provide written verification of data purge if applicable. 4. Article 2.5 "Ownership, Impairment and Removal of Network" is hereby modified to read as follows: Network is and shall remain the property of Comcast regardless of whether installed within or upon the Service Location(s) and whether installed overhead, above, or underground and shall not be considered a fixture or addition to the land or the Service Location(s) located thereon. Customer agrees that it shall take no action that directly or indirectly impairs Comcast's title to the Network, or any portion thereof, or exposes Comcast to any claim, lien, encumbrance, or legal process, except as otherwise agreed in writing by the Parties. Nothing in this Agreement shall preclude Comcast from using the Network for services provided to other Comcast customers. For a period of six (6) months following Comcast's discontinuance of Service to the Service Location(s), Comcast retains the right to remove the Network including, but not limited to, that portion of the Network that is located in the Service Location. To the extent Comcast removes such portion of the Network it shall be responsible for returning the Service Location(s) to its prior condition, reasonable wear and tear excepted. 5. Article 2.7 "Engineering Review" is modified to read as follows: Engineering Review. Each Sales Order submitted by Customer may be subject to an engineering review. The engineering review will determine whether and to what extent the Network must be extended, built or upgraded ("Custom Installation") in order to provide the ordered Services at the requested Service Location(s). Comcast will provide Customer written notification in the event Service installation at any Service Location will require an additional non-recurring installation fee ("Custom Installation Fee"). Custom Installation Fees may also be referred to as Construction Charges on a Sales Order or Invoice. Customer will have five (5) business days from receipt of such notice to reject the Custom Installation Fee and terminate, without further liability, the Sales Order with respect to the affected Service Location(s). Failure to respond within five (5) business days will be deemed a rejection. For certain Services, the Engineering Review will be conducted prior to Sales Order submission. In such case, Customer will have accepted the designated Custom Installation Fee upon submission of the applicable Sales Order. 6. Article 3.3 "Payment of Bills" is hereby modified to read as follows: Except as otherwise indicated herein or in a PSA, Comcast will invoice Customer in advance on a monthly basis for all monthly recurring charges and fees arising under the Agreement. All other charges will be billed monthly in arrears, including without limitation certain usage based charges and third party pass through fees. Payment is due upon presentation of an invoice. Payment will be 5 considered timely made to Comcast if received within thirty (30) days after the invoice date, however, customer’s account shall provide for a fifteen (15) day Grace Period (“Grace Period”) immediately subsequent to the thirty (30) day payment remittance period. Any charges not paid to Comcast within such period will be considered past due. If a Service Commencement Date is not the first day of a billing period, Customer's first monthly invoice shall include any pro-rated charges for the Services, from the date of installation to the start of the next billing period. 7. Article 3.7 "Other Government-Related Costs and Fees" is hereby modified to read as follows: Customer will pay fees or payment obligations in connection with the Services imposed by governmental or quasi-governmental bodies in connection with the sale, use, or provision of the Services, including, without limitation, applicable franchise fees, and universal service fund charges (if any), regardless of whether Comcast or its Affiliates pay the fees directly or are required by an order, rule, or regulation of a taxing jurisdiction to collect them from Customer. Taxes and other government fees and surcharges may be changed with or without notice. In the event that a newly adopted law, rule-or regulation imposes a new government fee or surcharge that increases Comcast's costs of providing Services to Customer, Customer shall pay Comcast's additional costs of providing Services to Customer under the new law, rule or regulation. Notwithstanding the foregoing, this section does not apply to one-time permitting or other non- recurring charges incurred by Comcast which are directly related to the construction of the Network. 8. Article 3.8 "Disputed Invoice" is hereby modified to read as follows: If Customer disputes any portion of an invoice by the due date, Customer must pay the undisputed portion of the invoice and submit a written claim, including all documentation substantiating Customer's claim, to Comcast for the disputed amount of the invoice by the invoice due date. The Parties shall negotiate in good faith to resolve any billing dispute. Comcast will refund/credit all valid disputes resolved in Customer's favor as of the date the disputed charges first appeared on the Customer's invoice. Under no circumstances may Customer submit a billing dispute to Comcast later than one-hundred eighty (180) days following Customer’s receipt of the applicable invoice. Except as otherwise provided herein, payment of any disputed amounts by Customer shall not constitute a waiver of any rights or claims of Customer. In the event any part of this provision conflicts with Minnesota Statute Section 471.425, the statute will govern. 9. Article 3.9 "Past-Due Amounts" is deleted in its entirety and replaced with the following: Customer will comply with Minnesota Statute Section 471.425. 10. Article 3.11 "Fraudulent Use of Service" is hereby modified to read as follows: 6 Customer is responsible for all charges attributable to Customer's authorized users with respect to the Service(s), even if incurred as the result of fraudulent or unauthorized use of the Service. Comcast may, but is not obligated to, detect or report unauthorized or fraudulent use of Services to Customer. Comcast reserves the right to restrict, suspend or discontinue providing any Service in the event of fraudulent use of Customer's Service. Notwithstanding the above, if applicable to the Service, the Comcast Enterprise Services sales administrative support team will use commercially reasonable efforts to notify customer when and if it becomes aware of any verified fraudulent activity on the Customer's account. 11. Article 4.2 "Sales Order Term/Revenue Commitment" is hereby modified to read as follows: "Initial Sales Orders Term/Sales Order Term." The applicable Service Term of the Initial Sales Orders shall be co-terminus with the MSA Term. The applicable Service term of any other Sales Orders shall be co-terminus with the MSA Term. 12. Article 5.2 "Termination for Cause" is hereby modified to read as follows: If either Party breaches any material term of the Agreement, other than a payment term and the breach continues un-remedied for thirty (30) days after written notice of default, the other Party may terminate for cause any Sales Order materially affected by the breach. (except Comcast may not under this section suspend or terminate service for Safety-Critical functions). If Customer is in breach of a payment obligation (including failure to pay a required deposit) and fails to make a payment in full within ten (l0) days after receipt of written notice of default, Comcast may, at its option, terminate the Agreement, terminate the affected Sales Orders, suspend Service (except Comcast may not under this section suspend or terminate service for Safety-Critical functions) under the affected Sales Orders, and/or require a deposit, advance payment, or other satisfactory assurances in connection with any or all Sales Orders as a condition of continuing to provide Service; except that Comcast will not take any such action as a result of Customer's non-payment of a charge subject to an open billing dispute. A Sales Order may be terminated by either Party immediately upon written notice if the other Party has become insolvent or involved in liquidation or termination of its business, or adjudicated bankrupt, or been involved in an assignment for the benefit of its creditors. Termination by either Party of a Sales Order does not waive any other rights or remedies that it may have under this Agreement. The non-defaulting Party shall be entitled to all available legal and equitable remedies for such breach. 13. Article 5.3.B is deleted in its entirety and replaced with the following: If applicable to the Service, and if requested by Customer, Comcast will use best and commercially reasonable efforts to return all Customer data in a Customer-approved format and purge Customer data from Comcast networks and devices. If applicable, Comcast will give Customer written verification that Customer data has been purged. 7 14. Article 5.3.D is modified to read as follows: Customer will permit Comcast to retrieve from the applicable Service Location any and all Comcast Equipment. If Customer fails to permit such retrieval or if the retrieved Comcast Equipment has been damaged or destroyed other than by Comcast or its agents, normal wear and tear excepted, Comcast may invoice Customer for the manufacturer's list price of the relevant Comcast Equipment or the cost of repair (if repair is available and commercially reasonable) whichever is lower, which amounts shall be immediately due and payable. 15. Article 5.6 is added to the Agreement: Notwithstanding Article 5.3, 5.4 and 5.5, the Parties agree that upon termination of the Agreement, termination of a Sales Order, or discontinuance of Service, the Customer may extend access to the Services in accordance with Article 11.17 Transition Services. 16. Article 6.1 "Limitation of Liability" is hereby modified to read as follows: A. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL LOSSES, DAMAGES AND CAUSES ARISING OUT OF THE AGREEMENT, INCLUDING BUT NOT LIMITED TO, THE PERFORMANCE OF SERVICE, AND NOT OTHERWISE LIMITED HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED DIRECT DAMAGES EQUAL TO THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO COMCAST DURING THE TWELVE (12) MONTI-IS IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED. THIS LIMITATION SHALL NOT APPLY TO EITHER PARTY 'S INDEMINIFICATION OR CONFIDENTIALITY OBLIGATIONS AND CLAIMS FOR DAMAGE TO PROPERTY AND/OR PERSONAL INJURIES (INCLUDING DEATH) ARISING OUT OF THE NEGLIGENCE OR MISCONDUCT OF COMCAST WHILE ON THE CUSTOMER SERVICE LOCATION. THIS LIMITATION SHALL NOT LIMIT CUSTOMER'S LIABILITY FOR AMOUNTS OWED FOR THE SERVICES RENDERED FOR ANY LOST OR DAMAGED EQUIPMENT OR SOFTWARE PROVIDED BY COMCAST OR FOR EARLY TERMINATION CHARGES. B. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, COVER, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY LOSS REVENUE, LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT WHETHER SUCH ALLEGED LIABILITY ARISES IN CONTRACT OR TORT HOWEVER, THAT NOTHING HEREIN IS INTENDED TO LIMIT CUSTOMER'S LIABILITY FOR AMOUNTS OWED FOR THE SERVICES PERFORMED, FOR ANY EQUIPMENT OR SOFTWARE PROVIDED BY COMCAST OR FOR EARLY TERMINATION CHARGES. 17. Article 6.2 B. "Disclaimer of Warranties" is modified to read as follows: 8 Without limiting the generality of the foregoing, and except as otherwise identified in this Agreement, PSA, or Service Level Agreement, Comcast does not warrant that the Services, Comcast Equipment, or Licensed Software will be uninterrupted, error-free, or free of latency or delay, or that the Services, Comcast Equipment, or Licensed Software will meet customer's requirements, or that the Services, Comcast Equipment, or Licensed Software will prevent unauthorized access by third parties. 18. Article 6.3 is deleted in its entirety. 19. Article 6.4 is hereby modified to read as follows: Customer's and Comcast's sole and exclusive remedies are expressly set forth in the Agreement. Certain of the above exclusions may not apply if the state in which the Service is provided does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of the Parties is limited to the maximum extent permitted by law. 20. Article 7.1 “Comcast's Indemnification Obligations” is deleted in its entirety and replaced with the following: Comcast shall indemnify defend, and hold harmless Customer and its parent company, affiliates, employees, directors, officers, and agents from and against all claims, demands, actions, causes of actions, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) ("Claims") incurred as a result of: infringement of U.S. patent or copyright relating to the Comcast Equipment or Comcast Licensed Software hereunder; damage to tangible personal property or real property, and personal injuries (including death) arising out of the negligence or misconduct of Comcast while working on the Customer Service Location. 21. Article 7.2 "Customer's Indemnification Obligation" is deleted in its entirety and replaced with the following: Customer shall indemnify, defend, and hold harmless Comcast from any and all Claims arising on account of or in connection with Customer's use or sharing of the Service provided under the Agreement, including with respect to: infringement of copyright, or unauthorized use of trademark, trade name, or service mark arising out of communications via the Service; for patent infringement arising from Customer's combining or connection of CE to use the Service; for damage arising out of the negligence or misconduct of Customer with respect to its users of the Service. 22. Article 7.3 "Indemnification Procedures" is hereby modified to read as follows: The Indemnifying Party agrees to defend the Indemnified Party for any loss, injury, liability, claim or demand ("Actions") that is the subject of this Article 7. The Indemnified Party agrees to notify the Indemnifying Party promptly, in writing, of any Actions, threatened or actual, and to cooperate in every reasonable way to facilitate the defense or settlement of such Actions. The Indemnifying 9 Party shall assume the defense of any Action. The Indemnified Party may employ its own counsel in any such case, and shall pay such counsel's fees and expenses. The Indemnifying Party shall have the right to settle any claim for which indemnification is available; provided, however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. 23. Article 8.1 "License" is modified to read as follows: If and to the extent that Customer requires the use of Licensed Software in order to use the Service supplied under any Sales Order, Customer shall have a personal, nonexclusive, nontransferable, and limited license to use such Licensed Software in object code only and solely to the extent necessary to use the applicable Service during the corresponding Service Term. All Licensed Software provided to Customer, and each revised version thereof, is licensed (not sold) to Customer by Comcast only for use in conjunction with the Service. Customer may not claim title to, or an ownership interest in, any Licensed Software (or any derivations or improvements thereto), and Customer shall execute any documentation reasonably required by Comcast, including, without limitation, end-user license agreements for the Licensed Software. Comcast and its suppliers shall retain ownership of the Licensed Software, and no rights are granted to Customer other than a license to use the Licensed Software under the terms expressly set forth in this Agreement. 24. Article 9.1 "Disclosure and Use" revised to include the following sentence: In the event any part of this provision conflicts with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13 (the "Act"), the Act will govern. Notwithstanding the foregoing information in this Article 9.1, the Parties agree that the Data Practices Act governs the disclosure of confidential information in the Parties possession. 25. Article 9.3 "Publicity" is hereby modified to read as follows: The Agreement provides no right to use any Party's or its affiliates' trademarks, service marks, or trade names, or to otherwise refer to the other Party in any marketing, promotional, or advertising materials or activities. Neither Party shall issue any publication or press release except as permitted by the Agreement or otherwise consented to in writing by the other Party. 26. Article 10.1 "Prohibited Uses and Comcast Use Policies” is hereby modified to read as follows: Customer is prohibited from using, or permitting the use of, any Service (i) for any purpose in violation of any law, rule, regulation, or policy of any government authority; (ii) in violation of any Use Policy (as defined below); (iii) for any use as to which Customer has not obtained all required 10 government approvals, authorizations, licenses, consents, and permits; or (iv) to interfere unreasonably with the use of Comcast service by others or the operation of the Network. Customer is responsible for requiring its users to comply with the provisions of the Agreement. Comcast reserves the right to act immediately to-terminate or suspend the Services and/or to remove from the Services any information transmitted by or to Customer or users, if Comcast determines that such use is prohibited as identified herein, or information does not conform with the requirements set or Comcast reasonably believes that such use or information may violate any laws, regulations, or written or electronic instructions for use. Notwithstanding the above, and except when required by law or in emergency situations, the Comcast Enterprise Services sales administrative support team will use commercially reasonable efforts to notify customer before taking such restrictive actions. Notwithstanding the foregoing, except in situations where Comcast has been instructed by the law or police action to not consult with Customer prior to restrictive actions. Furthermore, to the extent applicable, Services shall be subject to Comcast's acceptable use policies incorporated into this Agreement ("Use Policies") that may limit use. Only those Use Policies and other security policies concerning the Services posted on the Website as of the date of this Agreement are incorporated into this Agreement by reference. Comcast may update the Use Policies from time to time, and such updates shall be deemed effective immediately upon posting and delivery of written notice to Customer. Comcast’s action or inaction in enforcing acceptable use shall not constitute review or approval of Customer’s or any other users’ use or information. Comcast will annually present to Customer for review any changes to Use Policies. 27. Article 10.4 is hereby modified to read as follows: Customer may not sell, resell, sublease, assign, license, sublicense, share, provide, or otherwise utilize in conjunction with a third party (including, without limitation, in any joint venture or as part of any outsourcing activity) the Services or any component thereof. Notwithstanding the foregoing, Customer may make the services available to its authorized end users as set forth in the Initial Sales Orders and may place orders for service on behalf of other municipalities for services under this Agreement. The City’s charging of a cost-recovery/cost sharing fee for the cost of the services provided under this Agreement to another local government unit as part of a joint powers or cost sharing agreement would not constitute resale. 28. Article 10.5 "Violation" is hereby modified to read as follows: Any breach of Article 10.1 or 10.4 may be deemed a material breach of this Agreement. In the event of such material breach, Comcast may restrict, suspend, or terminate immediately any or all Sales Orders, without liability on the part of Comcast, and then to notify Customer of the action that Comcast has taken and the reason for such action, in addition to any and all other rights and remedies under this Agreement. 29. Article 11.2 "Assignment or Transfer" is hereby modified to read as follows: 11 Neither Party shall assign any right, obligation or duty, in whole or in part, nor of any other interest hereunder, without the prior written consent of the other Party, which shall not be unreasonably withheld. All obligations and duties of either Party under this Agreement shall be binding on all successors in interest and assigns of such Party. The foregoing notwithstanding, upon written notice to Customer, Comcast may assign this Agreement, to any affiliate, related entity, or third party without Customer's consent. Any third party acquiring rights from Comcast through an assignment will have all necessary regulatory authority to provide the fiber transport services under the Agreement. Nothing herein is intended to limit Comcast's use of third-party consultants and contractors to perform Services under a Sales Order. 30. Article 11.15 "Precedence" is added to the Agreement: In the event of an explicit conflict between this First Amendment to the Comcast Enterprise Services Master Agreement and the Comcast Enterprise Services General Terms and Conditions, this First Amendment will control in the interpretation of the conflict. All other documents comprising the Agreement will control in order of precedence noted above. 31. Article 11.17 "Transition Services" is added to the Agreement: If (a) the Customer or Comcast elects not to renew this Agreement after the Initial Term pursuant to the Service Term specified in the respective Sales Orders; (b) the Customer so elects upon expiration of this Agreement, then the Customer may extend access to the Services, at Comcast's then current time and materials rate, ("Transition Services") on a month-to-month basis for a period not to exceed six (6) months or, if mutually agreed-to by the Customer and Comcast, twelve (12) months, ("Transition Period") from the date of the expiration or termination of this Agreement. Further, in the event Comcast terminates this Agreement or any Sales Order pursuant to section 5.2 of this Agreement, Customer may elect to extend access to safety-critical services and functions at the Transition Services rates. Transition Services rates must be commercially reasonable and represent fair market value. The rates for the Transition Services shall be at Comcast's then current Services fees schedule in effect at the time of expiration or termination of this Agreement. The Customer shall give Comcast no less than sixty (60) days prior written notice before the expiration or termination of this Agreement of its desire to extend access under this Section, and shall provide thirty (30) days prior written notice of election to cancel Transition Services after the Transition Period begins. Upon expiration of the Transition Period for Transition Services, Comcast shall terminate the Services and no further extension shall be given without prior written approval of Comcast. In addition, in the event the Customer terminates this Agreement for cause, Comcast shall cooperate with the Customer during the Transition Period in its attempts at transferring to another service provider. 32. Article 11.18 Safety Critical Services and Functions is added to the Agreement: Notwithstanding any term to the contrary in this Agreement, and with the limited exception of when required by law or in emergency situations, in the event Comcast determines that under the 12 terms of this Agreement it will terminate, discontinue, suspend, restrict, or otherwise interrupt Safety-Critical services or functions, Comcast will notify Customer prior to service disruption of the intended action and basis for action and Customer may elect to continue Safety Critical services. Safety Critical services or functions are Services required to operate Customer’s emergency service dispatch systems. 33. Pricing for Additional Locations. The following pricing schedule* is hereby added to the Agreement and applicable to Ethernet Network Services purchased by the Customer during the initial Service Term: Pricing Schedule for Ethernet Network Services Service Bandwidth Term MRC Custom Install Fees ENS 1000 Mbps 60 Months $958.00 $250.00 ENS 100 Mbps 60 Months $486.00 $250.00 ENS 10 Mbps 60 Months $242.00 $250.00 *All new On-Net Service Locations may be subject to additional Custom Install Fees due to construction expenses incurred by Comcast. MRC includes Ethernet services and equipment. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the day and year written below and the persons signing covenant and warrant that they are duly authorized to sign for and on behalf of the respective Parties. Except as otherwise modified by this Amendment, all other terms and conditions set forth in the Agreement shall remain in full force and effect. Dated: ____________________ CITY OF ROSEVILLE COMCAST OF MINNESOTA, INC. By: _______________________ By: __________________________ Its: ________________________ Its: __________________________ ATTEST: By: ________________________ Its: ________________________ 13 Dated: ____________________ CITY OF HUGO COMCAST OF MINNESOTA, INC. By: _______________________ By: __________________________ Its: ________________________ Its: __________________________ ATTEST: By: ________________________ Its: ________________________ Dated: ____________________ CITY OF ARDEN HILLS COMCAST OF MINNESOTA, INC. By: _______________________ By: __________________________ Its: ________________________ Its: __________________________ ATTEST: By: ________________________ Its: ________________________ Dated: ____________________ 14 CITY OF LAUDERDALE COMCAST OF MINNESOTA, INC. By: _______________________ By: __________________________ Its: ________________________ Its: __________________________ ATTEST: By: ________________________ Its: ________________________ Dated: ____________________ CITY OF NORTH OAKS COMCAST OF MINNESOTA, INC. By: _______________________ By: __________________________ Its: ________________________ Its: __________________________ ATTEST: By: ________________________ Its: ________________________ Exhibit B3 - Comcast Enterprise Services General Terms and Conditions COMCAST ENTERPRISE SERVICES GENERAL TERMS AND CONDITIONS VERSION: 1.2 DEFINITIONS Affiliate: Any entity that controls, is controlled by or is under common control with Comcast. Agreement, Enterprise Services Master Services Agreement or MSA: Consists of the Enterprise Master Services Agreement Cover Page executed by the Customer and accepted by Comcast, these Enterprise Services General Terms and Conditions (“General Terms and Conditions”), the then current Product-Specific Attachment for each ordered Service (“PSA”), any written amendments to the Agreement executed by both Parties including any supplemental terms and conditions ("Amendment(s)"), and each Sales Order accepted by Comcast under the Agreement. Amendment(s): Any written amendment to the Agreement, executed by both Parties, including any supplemental terms and conditions. Comcast: The operating company affiliate or subsidiary of Comcast Cable Communications Management, LLC that provides the Services under the Enterprise Services Master Service Agreement. References to Comcast in the Limitation of Liability, Disclaimer of Warranties and Indemnification Articles shall also include its directors, officers, employees, agents, Affiliates, suppliers, licensors, successors, and assigns, as the case may be. Comcast Website or Website: The Comcast website where the General Terms and Conditions, PSAs and other Comcast security and privacy policies applicable to the Agreement will be posted. The current URL for the Website is http://business.comcast.com/enterprise-terms-of-service . Comcast may update the Website documents and/or URL from time to time. Comcast Equipment: Any and all facilities, equipment or devices provided by Comcast or its authorized contractors at the Service Location(s) that are used to deliver any of the Services including, but not limited to, all terminals, wires, modems, lines, circuits, ports, routers, gateways, switches, channel service units, data service units, cabinets, and racks. Notwithstanding the above, inside telephone wiring within the Service Location, whether or not installed by Comcast, shall not be considered Comcast Equipment. Confidential Information: All information regarding either Party’s business which has been marked or is otherwise communicated as being “proprietary” or “confidential.” or which reasonably should be known by the receiving party to be proprietary or confidential information. Without limiting the generality of the foregoing, Confidential Information shall include, even if not marked, the Agreement, all Licensed Software, promotional materials, proposals, quotes, rate information, discount information, subscriber information, network upgrade information and schedules, network operation information (including without limitation information about outages and planned maintenance) and invoices, as well as the Parties’ communications regarding such items. Customer: The company, corporation, or other entity named on the Enterprise Services Master Service Agreement Cover Page and a Sales Order. Customer-Provided Equipment (CE): Any and all facilities, equipment or devices supplied by Customer for use in connection with the Services. Demarcation Point: The point of interconnection between the Network and Customer’s provided equipment located at a Service Location. In some cases the Demarcation Point shall be the User to Network Interface (UNI) port on Comcast Equipment at a Service Location. General Terms and Conditions: These Enterprise Services General Terms and Conditions. Licensed Software: Computer software or code provided by Comcast or required to use the Services, including without limitation, associated documentation, and all updates thereto. Network: Consists of the Comcast Equipment, facilities, fiber optic cable associated with electronics and other equipment used to provide the Services. Party: A reference to Comcast or the Customer; and in the plural, a reference to both companies. Product Specific Attachment(s) (PSA): The additional terms and conditions applicable to Services ordered by Customer under the Agreement. Revenue Commitment: A commitment by Customer to purchase a minimum volume of Service during an agreed term, as set forth in a Sales Order. Sales Order: A request for Comcast to provide the Services to a Service Location(s) submitted by Customer to Comcast (a) on a then-current Comcast form designated for that purpose or (b) if available, through a Comcast electronic order processing system designated for that purpose. Service(s): A service provided by Comcast pursuant to a Sales Order. All Services provided under the Agreement are for commercial use only. Services available under this Agreement are identified on the Website. Exhibit B-3 Service Commencement Date: The date(s) on which Comcast first makes Service available for use by Customer. A single Sales Order containing multiple Service Locations or Services may have multiple Service Commencement Dates. Service Location(s): The Customer location(s) where Comcast provides the Services, to the extent the Customer owns, leases, or otherwise controls such location(s). Service Term: The duration of time (commencing on the Service Commencement Date) for which Services are ordered, as specified in a Sales Order. Tariff: A federal or state Comcast tariff and the successor documents of general applicability that replace such tariff in the event of detariffing. Termination Charges: Charges that may be imposed by Comcast if, prior to the end of the applicable Service Term (a) Comcast terminates Services for cause or (b) Customer terminates Services without cause. Termination Charges are as set forth in each PSA, and are in addition to any other rights and remedies under the Agreement. ARTICLE 1. CHANGES TO THE AGREEMENT TERMS Comcast may change or modify the Agreement, and any related policies from time to time (“Revisions”) by posting such Revisions to the Comcast Website. The Revisions are effective upon posting to the Website. Customer will receive notice of the Revisions in the next applicable monthly invoice. Customer shall have thirty (30) calendar days from the invoice notice of such Revisions to provide Comcast with written notice that the Revisions adversely affect Customer’s use of the Service(s). If after notice Comcast is able to verify such adverse affect but is unable to reasonably mitigate the Revision’s impact on such Services, then Customer may terminate the impacted Service(s) without further obligation to Comcast beyond the termination date, including Termination Charges, if any. This shall be Customer’s sole and exclusive remedy. ARTICLE 2. DELIVERY OF SERVICE 2.1 Orders. Customer shall submit to Comcast a properly completed Sales Order to initiate Service to a Service Location(s). A Sales Order shall become binding on the Parties when (i) it is specifically accepted by Comcast either electronically or in writing, (ii) Comcast begins providing the Service described in the Sales Order or (iii) Comcast begins Custom Installation (as defined in Article 2.7) for delivery of the Services described in the Sales Order, whichever is earlier. When a Sales Order becomes effective it shall be deemed part of, and shall be subject to, the Agreement. 2.2 Access. In order to deliver certain Services to Customer, Comcast may require access, right-of-way, conduit, and/or common room space (“Access”), both within and/or outside each Service Location. Customer shall provide an adequate environmentally controlled space and such electricity as may be required for installation, operation, and maintenance of the Comcast Equipment used to provide the Services within the Service Location(s). Customer shall be responsible for securing, and maintaining on an initial and ongoing basis during the applicable Service Term and/or Renewal Term, such Access within each Service Location unless Comcast has secured such access prior to this Agreement. In the event that Customer, fails to secure or maintain such Access within a particular Service Location, Comcast may cancel or terminate Service at such particular Service Location, without further liability, upon written notice to Customer. In such event, if Comcast has incurred any costs or expense in installing or preparing to install the Service that it otherwise would not have incurred, a charge equal to those costs and expenses shall apply to Customer’s final invoice for that particular Service Location. If Comcast is unable to secure or maintain Access outside a particular Service Location, which Access is needed to provide Services to such Service Location, Customer or Comcast may cancel or terminate Service at such particular Service Location, without further liability beyond the termination date, upon a minimum thirty (30) days’ prior written notice to the other party. In such event, if Comcast has incurred any costs or expense in installing or preparing to install the Service that it otherwise would not have incurred, Comcast shall be responsible for such costs or expenses. Any other failure on the part of Customer to be ready to receive Service, or any refusal on the part of Customer to receive Service, shall not relieve Customer of its obligation to pay charges for any Service that is otherwise available for use. 2.3 Hazardous Materials. If the presence of asbestos or other hazardous materials exists or is detected at a Service Location or within the building where the Service Location is located, Comcast may immediately stop providing Services until such a time as such materials are removed. Alternatively Customer may notify Comcast to install the applicable portion of the Service in areas of any such Service Location not containing such hazardous material. Any additional expense incurred by Comcast as a result of encountering hazardous materials, including but not limited to, any additional equipment shall be borne by Customer. Customer shall use reasonable efforts to maintain its property and Service Locations in a manner that preserves the integrity of the Services. 2.4 Comcast Equipment. At any time Comcast may remove or change Comcast Equipment in its sole discretion in connection with providing the Services. Customer shall not move, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any Comcast Equipment or permit others to do so, and shall not use the Comcast Equipment for any purpose other than that authorized by the Agreement. Comcast shall maintain Comcast Equipment in good operating condition during the term of this Agreement; provided, however, that such maintenance shall be at Comcast’s expense only to the extent that it is related to and/or resulting from the ordinary and proper use of the Comcast Equipment. Customer is responsible for damage to, or loss of, Comcast Equipment caused by its acts or omissions, and its noncompliance with this Article, or by fire, theft or other casualty at the Service Location(s), unless caused by the gross negligence or willful misconduct of Comcast. Exhibit B-3 2.5 Ownership, Impairment and Removal of Network, The Network is and shall remain the property of Comcast regardless of whether installed within or upon the Service Location(s) and whether installed overhead, above, or underground and shall not be considered a fixture or an addition to the land or the Service Location(s) located thereon. Customer agrees that it shall take no action that directly or indirectly impairs Comcast’s title to the Network, or any portion thereof, or exposes Comcast to any claim, lien, encumbrance, or legal process, except as otherwise agreed in writing by the Parties. Nothing in this Agreement shall preclude Comcast from using the Network for services provided to other Comcast customers. For a period of twelve (12) months following Comcast’s discontinuance of Service to the Service Location(s), Comcast retains the right to remove the Network including, but not limited to, that portion of the Network that is located in the Service Location. To the extent Comcast removes such portion of the Network it shall be responsible for returning the Service Location(s) to its prior condition, reasonable wear and tear excepted. 2.6 Customer-Provided Equipment (“CE”). Comcast shall have no obligation to install, operate, or maintain CE. Customer shall have sole responsibility for providing maintenance, repair, operation and replacement of all CE, inside telephone wiring and other Customer equipment and facilities on the Customer’s side of the Demarcation Point. Neither Comcast nor its employees, Affiliates, agents or contractors will be liable for any damage, loss, or destruction to CE, unless caused by the gross negligence or willful misconduct of Comcast. CE shall at all times be compatible with the Network as determined by Comcast in its sole discretion. In addition to any other service charges that may be imposed from time to time, Customer shall be responsible for the payment of service charges for visits by Comcast’s employees or agents to a Service Location when the service difficulty or trouble report results from the use of CE or facilities provided by any party other than Comcast. 2.7 Engineering Review. Each Sales Order submitted by Customer may be subject to an engineering review. The engineering review will determine whether and to what extent the Network must be extended, built or upgraded (”Custom Installation”) in order to provide the ordered Services at the requested Service Location(s). Comcast will provide Customer written notification in the event Service installation at any Service Location will require an additional non- recurring installation fee (“Custom Installation Fee”). Custom Installation Fees may also be referred to as Construction Charges on a Sales Order or Invoice. Customer will have five (5) days from receipt of such notice to reject the Custom Installation Fee and terminate, without further liability, the Sales Order with respect to the affected Service Location(s). For certain Services, the Engineering Review will be conducted prior to Sales Order submission. In such case, Customer will have accepted the designated Custom Installation Fee upon submission of the applicable Sales Order. 2.8 Service Acceptance. Except as may otherwise be identified in the applicable PSA, the Service Commencement Date shall be the date Comcast completes installation and connection of the necessary facilities and equipment to provide the Service at a Service Location. 2.9 Administrative Website. Comcast may furnish Customer with one or more user identifications and/or passwords for use on the Administrative Website. Customer shall be responsible for the confidentiality and use of such user identifications and/or passwords and shall immediately notify Comcast if there has been an unauthorized release, use or other compromise of any user identification or password. In addition, Customer agrees that its authorized users shall keep confidential and not distribute any information or other materials made available by the Administrative Website. Customer shall be solely responsible for all use of the Administrative Website, and Comcast shall be entitled to rely on all Customer uses of and submissions to the Administrative Website as authorized by Customer. Comcast shall not be liable for any loss, cost, expense or other liability arising out of any Customer use of the Administrative Website or any information on the Administrative Website. Comcast may change or discontinue the Administrative Website, or Customer’s right to use the Administrative Website, at any time. Additional terms and policies may apply to Customer’s use of the Administrative Website. These terms and policies will be posted on the site. ARTICLE 3. BILLING AND PAYMENT 3.1 Charges. Except as otherwise provided in the applicable PSA, Customer shall pay Comcast one hundred percent (100%) of the Custom Installation Fee prior to the installation of Service. Customer further agrees to pay all charges associated with the Services, as set forth or referenced in the applicable PSA, Sales Order(s) or invoice from Comcast. These charges may include, but are not limited to standard and custom non-recurring installation charges, monthly recurring service charges, usage charges including without limitation charges for the use of Comcast Equipment, per-call charges, pay-per-view charges, charges for service calls, maintenance and repair charges, and applicable federal, state, and local taxes, fees, surcharges and recoupments (however designated). Some Services such as measured and per-call charges, pay-per-view movies or events, and interactive television (as explained in the applicable PSA) may be invoiced after the Service has been provided to Customer. Except as otherwise indicated herein or in the applicable PSA(s) monthly recurring charges for Ethernet, Video and Internet Services that are identified on a Sales Order shall not increase during the Service Term. Except as otherwise indicated herein or in the Sales Order(s), Voice Service pricing, charges and fees can be found in the applicable PSA . 3.2 Third-Party Charges. Customer may incur charges from third party service providers that are separate and apart from, or based on the amounts charged by Comcast. These may include, without limitation, charges resulting from wireless services including roaming charges, accessing on-line services, calls to parties who charge for their telephone based Exhibit B-3 services, purchasing or subscribing to other offerings via the Internet or interactive options on certain Video services, or otherwise. Customer agrees that all such charges, including all applicable taxes, are Customer’s sole responsibility. In addition, Customer is solely responsible for protecting the security of credit card information provided to others in connection with such transactions. 3.3 Payment of Bills. Except as otherwise indicated herein or in a PSA, Comcast will invoice Customer in advance on a monthly basis for all monthly recurring charges and fees arising under the Agreement. All other charges will be billed monthly in arrears, including without limitation certain usage based charges and third party pass through fees. Payment is due upon presentation of an invoice. Payment will be considered timely made to Comcast if received within thirty (30) days after the invoice date. Any charges not paid to Comcast within such period will be considered past due. If a Service Commencement Date is not the first day of a billing period, Customer’s first monthly invoice shall include any pro-rated charges for the Services, from the date of installation to the start of the next billing period. In certain cases, Comcast may agree to provide billing services on behalf of third parties, as the agent of the third party. Any such third-party charges shall be payable pursuant to any contract or other arrangement between the third party and Customer and/or Comcast. Comcast shall not be responsible for any dispute regarding these charges between Customer and such third party. Customer must address all such disputes directly with the third party. 3.4 Partial Payment. Partial payment of any bill will be applied to the Customer’s outstanding charges in amounts and proportions solely determined by Comcast. No acceptance of partial payment(s) by Comcast shall constitute a waiver of any rights to collect the full balance owed under the Agreement. 3.5 Credit Approval and Deposits. Initial and ongoing delivery of Services may be subject to credit approval. Customer shall provide Comcast with credit information requested by Comcast. Customer authorizes Comcast to make inquiries and to receive information about Customer’s credit history from others and to enter this information in Customer’s records. Customer represents and warrants that all credit information that it provides to Comcast will be true and correct. Comcast, in its sole discretion, may deny the Services based upon an unsatisfactory credit history. Additionally, subject to applicable regulations, Comcast may require Customer to make a deposit (in an amount not to exceed an estimated two months charge for the Services) as a condition to Comcast’s provision of the Services, or as a condition to Comcast’s continuation of the Services. The deposit will not, unless explicitly required by law, bear interest and shall be held by Comcast as security for payment of Customer's charges. Comcast may apply the deposit to any delinquent Customer charges upon written notice to Customer. If Comcast uses any or all of the deposit to pay an account delinquency, Customer will replenish the deposit by that amount within five (5) days of its receipt of written notice from Comcast. If the provision of Service to Customer is terminated, or if Comcast determines in its sole discretion that such deposit is no longer necessary, then the amount of the deposit (plus any required deposit interest) will be credited to Customer's account or will be refunded to Customer, as determined by Comcast. 3.6 Taxes and Fees. Except to the extent Customer provides a valid tax exemption certificate prior to the delivery of Service, Customer shall be responsible for the payment of any and all applicable local, state, and federal taxes or fees (however designated). Customer also will be responsible to pay any Service fees, payment obligations and taxes that become applicable retroactively. 3.7 Other Government-Related Costs and Fees. Comcast reserves the right to invoice Customer for any fees or payment obligations in connection with the Services imposed by governmental or quasi-governmental bodies in connection with the sale, installation, use, or provision of the Services, including, without limitation, applicable franchise fees, right of way fees and Universal Service Fund charges (if any), regardless of whether Comcast or its Affiliates pay the fees directly or are required by an order, rule, or regulation of a taxing jurisdiction to collect them from Customer . Taxes and other government-related fees and surcharges may be changed with or without notice, In the event that any newly adopted law, rule, regulation or judgment increases Comcast’s costs of providing Services, Customer shall pay Comcast’s additional costs of providing Services under the new law, rule, regulation or judgment. 3.8 Disputed Invoice. If Customer disputes any portion of an invoice by the due date, Customer must pay fifty percent (50%) of the disputed charges, in addition to the undisputed portion of the invoice and submit a written claim, including all documentation substantiating Customer’s claim, to Comcast for the disputed amount of the invoice by the invoice due date. The Parties shall negotiate in good faith to resolve any billing dispute. Comcast will refund/credit all valid disputes resolved in Customer’s favor as of the date the disputed charges first appeared on the Customer’s invoice. 3.9 Past-Due Amounts. Any payment not made when due will be subject to a late charge of 1.5% per month or the highest rate allowed by law on the unpaid invoice, whichever is lower. If Customer’s account is delinquent, Comcast may refer the account to a collection agency or attorney that may pursue collection of the past due amount and/or any Comcast Equipment which Customer fails to return in accordance with the Agreement. If Comcast is required to use a collection agency or attorney to collect any amount owed by Customer or any unreturned Comcast Equipment, Customer agrees to pay all reasonable costs of collection or other action. The remedies set forth herein are in addition to and not in limitation of any other rights and remedies available to Comcast under the Agreement or at law or in equity. 3.10 Rejected Payments. Except to the extent otherwise prohibited by law, Customer will be assessed a service charge up to the full amount permitted under applicable law for any check or other instrument used to pay for the Services that has been rejected by the bank or other financial institution. Exhibit B-3 3.11 Fraudulent Use of Services. Customer is responsible for all charges attributable to Customer with respect to the Service(s), even if incurred as the result of fraudulent or unauthorized use of the Service. Comcast may, but is not obligated to, detect or report unauthorized or fraudulent use of Services to Customer. Comcast reserves the right to restrict, suspend or discontinue providing any Service in the event of fraudulent use of Customer’s Service. ARTICLE 4. TERM; REVENUE COMMITMENT 4.1 Agreement Term. Upon execution of the Agreement, Customer shall be allowed to submit Sales Orders to Comcast during the term referenced on the Master Service Agreement Cover Page (“MSA Term”). After the expiration of the initial MSA Term, Comcast may continue to accept Sales Orders from Customer under the Agreement, or require the Parties to execute a new agreement. This Agreement shall continue in effect until the expiration or termination date of the last Sales Order entered under the Agreement, unless terminated earlier in accordance with the Agreement. 4.2 Sales Order Term/Revenue Commitment. The applicable Service Term and Revenue Commitment (if any) shall be set forth in the Sales Order. Unless otherwise stated in these terms and conditions or the applicable PSA, if a Sales Order does not specify a term of service, the Service Term shall be one (1) year from the Service Commencement Date. In the event Customer fails to satisfy a Revenue Commitment, Customer will be billed a shortfall charge pursuant to the terms of the applicable PSA. 4.3 Sales Order Renewal. Upon the expiration of the Service Term, and unless otherwise agreed to by the Parties in the Sales Order, each Sales Order shall automatically renew for successive periods of one (1) year each (“Renewal Term(s)”), unless otherwise stated in these terms and conditions or prior notice of non-renewal is delivered by either Party to the other at least thirty (30) days before the expiration of the Service Term or the then current Renewal Term. Effective at any time after the end of the Service Term and from time to time thereafter, Comcast may, modify the charges for Ethernet, Internet and/or Video Services subject to thirty (30) days prior written notice to Customer. Customer will have thirty (30) days from receipt of such notice to cancel the applicable Service without further liability. Should Customer fail to cancel within this timeframe, Customer will be deemed to have accepted the modified Service pricing. ARTICLE 5. TERMINATION WITHOUT FAULT; DEFAULT 5.1 Termination for Convenience. Notwithstanding any other term or provision in this Agreement, Customer shall have the right, in its sole discretion, to terminate any or all Sales Order(s) at any time during the Service Term(s), upon thirty (30) days prior written notice to Comcast and subject to payment to Comcast of all outstanding amounts due for the Services, any and all applicable Termination Charges, and the return of all applicable Comcast Equipment. Comcast may terminate the Agreement if Customer does not take any Service under a Sales Order for twelve (12) consecutive months or longer. 5.2 Termination for Cause. If either Party breaches any material term of the Agreement, other than a payment term, and the breach continues un-remedied for thirty (30) days after written notice of default, the other Party may terminate for cause any Sales Order materially affected by the breach. If Customer is in breach of a payment obligation (including failure to pay a required deposit) and fails to make payment in full within ten (10) days after receipt of written notice of default, Comcast may, at its option, terminate the Agreement, terminate the affected Sales Orders, suspend Service under the affected Sales Orders, and/or require a deposit, advance payment, or other satisfactory assurances in connection with any or all Sales Orders as a condition of continuing to provide Service; except that Comcast will not take any such action as a result of Customer’s non-payment of a charge subject to a timely billing dispute, unless Comcast has reviewed the dispute and determined in good faith that the charge is correct. A Sales Order may be terminated by either Party immediately upon written notice if the other Party has become insolvent or involved in liquidation or termination of its business, or adjudicated bankrupt, or been involved in an assignment for the benefit of its creditors. Termination by either Party of a Sales Order does not waive any other rights or remedies that it may have under this Agreement. The non-defaulting Party shall be entitled to all available legal and equitable remedies for such breach. 5.3 Effect of Expiration/Termination of a Sales Order . Upon the expiration or termination of a Sales Order for any reason: A.Comcast shall disconnect the applicable Service; B.Comcast may delete all applicable data, files, electronic messages, or other information stored on Comcast’s servers or systems; C.If Customer has terminated the Sales Order prior to the expiration of the Service Term for convenience, or if Comcast has terminated the Sales Order prior to the expiration of the Service Term as a result of material breach by Customer, Comcast may assess and collect from Customer applicable Termination Charges (if any); D. Customer shall, permit Comcast to retrieve from the applicable Service Location any and all Comcast Equipment. If Customer fails to permit such retrieval or if the retrieved Comcast Equipment has been damaged and/or destroyed other than by Comcast or its agents, normal wear and tear excepted, Comcast may invoice Customer for the manufacturer’s list price of the relevant Comcast Equipment, or in the event of minor damage to the retrieved Comcast Equipment, the cost of repair, which amounts shall be immediately due and payable; and Exhibit B-3 E.Customer’s right to use applicable Licensed Software shall automatically terminate, and Customer shall be obligated to return all Licensed Software to Comcast. 5.4 Resumption of Service. If a Service has been discontinued by Comcast for cause and Customer requests that the Service be restored, Comcast shall have the sole and absolute discretion to restore such Service. At Comcast’s option, deposits, advanced payments, nonrecurring charges, and/or an extended Service Term may apply to restoration of Service. 5.5 Regulatory and Legal Changes. The Parties acknowledge that the respective rights and obligations of each Party as set forth in this Agreement upon its execution are based on applicable law and regulations as they exist on the date of execution of this Agreement. The Parties agree that in the event of any subsequent decision by a legislative, regulatory or judicial body, including any regulatory or judicial order, rule, regulation, decision in any arbitration or other dispute resolution or other legal or regulatory action that materially affects the provisions or ability to provide Services on economic terms of the Agreement, Comcast may, by providing written notice to the Customer, require that the affected provisions of the Agreement be renegotiated in good faith. If Customer refuses to enter such renegotiations, or the Parties can’t reach resolution on new Agreement terms, Comcast may, in its sole discretion, terminate this Agreement, in whole or in part, upon sixty (60) days written notice to Customer. ARTICLE 6. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES; WARNINGS 6.1 Limitation of Liability. A,THE AGGREGATE LIABILITY OF COMCAST FOR ANY AND ALL LOSSES, DAMAGES AND CAUSES ARISING OUT OF THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE PERFORMANCE OF SERVICE, AND NOT OTHERWISE LIMITED HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED DIRECT DAMAGES EQUAL TO THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO COMCAST DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED. THIS LIMITATION SHALL NOT APPLY TO COMCAST’S INDEMNIFICATION OBLIGATIONS AND CLAIMS FOR DAMAGE TO PROPERTY AND/OR PERSONAL INJURIES (INCLUDING DEATH) ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF COMCAST WHILE ON THE CUSTOMER SERVICE LOCATION. B.NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, COVER, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY LOSS REVENUE, LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT WHETHER SUCH ALLEGED LIABILITY ARISES IN CONTRACT OR TORT HOWEVER, THAT NOTHING HEREIN IS INTENDED TO LIMIT CUSTOMER’S LIABILITY FOR AMOUNTS OWED FOR THE SERVICES, FOR ANY EQUIPMENT OR SOFTWARE PROVIDED BY COMCAST OR FOR TERMINATION CHARGES. 6.2 Disclaimer of Warranties. A.Services shall be provided pursuant to the terms and conditions in the applicable PSA and Service Level Agreement, and are in lieu of all other warranties, express, implied or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMCAST EXPRESSLY DISCLAIMS ALL SUCH EXPRESS, IMPLIED AND STATUTORY WARRANTIES. B.Without limiting the generality of the foregoing, and except as otherwise identified in a PSA or Service Level Agreement, Comcast does not warrant that the Services, Comcast Equipment, or Licensed Software will be uninterrupted, error-free, or free of latency or delay, or that the Services, Comcast Equipment, or Licensed Software will meet customer’s requirements, or that the Services, Comcast Equipment, or Licensed Software will prevent unauthorized access by third parties. C.In no event shall Comcast, be liable for any loss, damage or claim arising out of or related to: (i) stored, transmitted, or recorded data, files, or software; (ii) any act or omission of Customer, its users or third parties; (iii) interoperability, interaction or interconnection of the Services with applications, equipment, services or networks provided by Customer or third parties; or (iv) loss or destruction of any Customer hardware, software, files or data resulting from any virus or other harmful feature or from any attempt to remove it. Customer is advised to back up all data, files and software prior to the installation of Service and at regular intervals thereafter. 6.3 Disruption of Service. Notwithstanding the performance standards identified in a PSA, the Services are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Services could lead to severe injury to business, persons, property or environment ("High Risk Activities"). These High Risk Activities may include, without limitation, vital business or personal communications, or activities where absolutely accurate data or information is required. 6.4 Customer’s sole and exclusive remedies are expressly set forth in the Agreement. Certain of the above exclusions may not apply if the state in which a Service is provided does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of Comcast is limited to the maximum extent permitted by law. Exhibit B-3 ARTICLE 7. INDEMNIFICATION 7.1 Comcast’s Indemnification Obligations. Comcast shall indemnify defend, and hold harmless Customer and its parent company, affiliates, employees, directors, officers, and agents from and against all claims, demands, actions, causes of actions, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) (“Claims”) incurred as a result of: infringement of U.S. patent or copyright relating to the Comcast Equipment or Comcast Licensed Software hereunder; damage to tangible personal property or real property, and personal injuries (including death) arising out of the gross negligence or willful misconduct of Comcast while working on the Customer Service Location. 7.2 Customer’s Indemnification Obligations. Customer shall indemnify, defend, and hold harmless Comcast from any and all Claims arising on account of or in connection with Customer’s use or sharing of the Service provided under the Agreement, including with respect to: libel, slander, infringement of copyright, or unauthorized use of trademark, trade name, or service mark arising out of communications via the Service; for patent infringement arising from Customer’s combining or connection of CE to use the Service; for damage arising out of the gross negligence or willful misconduct of Customer with respect to users of the Service. 7.3 Indemnification Procedures. The Indemnifying Party agrees to defend the Indemnified Party for any loss, injury, liability, claim or demand (“Actions”) that is the subject of this Article 7. The Indemnified Party agrees to notify the Indemnifying Party promptly, in writing, of any Actions, threatened or actual, and to cooperate in every reasonable way to facilitate the defense or settlement of such Actions. The Indemnifying Party shall assume the defense of any Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party may employ its own counsel in any such case, and shall pay such counsel’s fees and expenses. The Indemnifying Party shall have the right to settle any claim for which indemnification is available; provided, however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. ARTICLE 8. SOFTWARE & SERVICES 8.1 License. If and to the extent that Customer requires the use of Licensed Software in order to use the Service supplied under any Sales Order, Customer shall have a personal, nonexclusive, nontransferable, and limited license to use such Licensed Software in object code only and solely to the extent necessary to use the applicable Service during the corresponding Service Term. All Licensed Software provided to Customer, and each revised version thereof, is licensed (not sold) to Customer by Comcast only for use in conjunction with the Service. Customer may not claim title to, or an ownership interest in, any Licensed Software (or any derivations or improvements thereto), and Customer shall execute any documentation reasonably required by Comcast, including, without limitation, end-user license agreements for the Licensed Software. Comcast and its suppliers shall retain ownership of the Licensed Software, and no rights are granted to Customer other than a license to use the Licensed Software under the terms expressly set forth in this Agreement. 8.2 Restrictions. Customer agrees that it shall not: (i) copy the Licensed Software (or any upgrades thereto or related written materials) except for emergency back-up purposes or as permitted by the express written consent of Comcast; (ii) reverse engineer, decompile, or disassemble the Licensed Software; (iii) sell, lease, license, or sublicense the Licensed Software; or (iv) create, write, or develop any derivative software or any other software program based on the Licensed Software. 8.3 Updates. Customer acknowledges that the use of Service may periodically require updates and/or changes to certain Licensed Software resident in the Comcast Equipment or CE. If Comcast has agreed to provide updates and changes, such updates and changes may be performed remotely or on- site by Comcast, at Comcast’s sole option. Customer hereby consents to, and shall provide free access for, such updates deemed reasonably necessary by Comcast. If Customer fails to agree to such updates, Comcast will be excused from the applicable Service Level Agreement and other performance credits, and any and all liability and indemnification obligations regarding the applicable Service. 8.4 Export Law and Regulation. Customer acknowledges that any products, software, and technical information (including, but not limited to, services and training) provided pursuant to the Agreement may be subject to U.S. export laws and regulations. Customer agrees that it will not use distribute, transfer, or transmit the products, software, or technical information (even if incorporated into other products) except in compliance with U.S. export regulations. If requested by Comcast, Customer also agrees to sign written assurances and other export-related documents as may be required for Comcast to comply with U.S. export regulations. 8.5 Ownership of Telephone Numbers and Addresses . Customer acknowledges that use of certain Services does not give it any ownership or other rights in any telephone number or Internet/on-line addresses provided, including but not limited to Internet Protocol (“IP”) addresses, e-mail addresses and web addresses. 8.6 Intellectual Property Rights in the Services . Title and intellectual property rights to the Services are owned by Comcast, its agents, suppliers or affiliates or their licensors or otherwise by the owners of such material. The copying, redistribution, bundling or publication of the Services, in whole or in part, without express prior written consent from Comcast or other owner of such material, is prohibited. ARTICLE 9. CONFIDENTIAL INFORMATION AND PRIVACY 9.1 Disclosure and Use. All Confidential Information disclosed by either Party shall be kept by the receiving party in Exhibit B-3 strict confidence and shall not be disclosed to any third party without the disclosing party’s express written consent. Notwithstanding the foregoing, such information may be disclosed (i) to the receiving party’s employees, affiliates, and agents who have a need to know for the purpose of performing this Agreement, using the Services, rendering the Services, and marketing related products and services (provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or disclosure); or (ii) as otherwise authorized by this Agreement. Each Party agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information, but in no case using a degree of care less than a reasonable degree of care. 9.2 Exceptions. Notwithstanding the foregoing, each Party’s confidentiality obligations hereunder shall not apply to information that: (i) is already known to the receiving party without a pre-existing restriction as to disclosure; (ii) is or becomes publicly available without fault of the receiving party; (iii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing party; (iv) is developed independently by the receiving party without use of the disclosing party’s Confidential Information; or (v) is required to be disclosed by law or regulation. 9.3 Publicity. The Agreement provides no right to use any Party’s or its affiliates’ trademarks, service marks, or trade names, or to otherwise refer to the other Party in any marketing, promotional, or advertising materials or activities. Neither Party shall issue any publication or press release relating to, or otherwise disclose the existence of, the terms and conditions of any contractual relationship between Comcast and Customer, except as permitted by the Agreement or otherwise consented to in writing by the other Party. 9.4 Passwords. Comcast may furnish Customer with user identifications and passwords for use in conjunction with certain Services, including, without limitation, for access to certain non-public Comcast website materials. Customer understands and agrees that such information shall be subject to Comcast’s access policies and procedures located on Comcast’s Web Site. 9.5 Remedies. Notwithstanding any other Article of this Agreement, the non-breaching Party shall be entitled to seek equitable relief to protect its interests pursuant to this Article 9, including, but not limited to, injunctive relief. 9.6 Monitoring of Services. Except as otherwise expressly set forth in a PSA, Comcast assumes no obligation to pre-screen or monitor Customer’s use of the Service, including without limitation postings and/or transmission. However, Customer acknowledges and agrees that Comcast and its agents shall have the right to pre-screen and monitor such use from time to time and to use and disclose such results to the extent necessary to operate the Service properly, to ensure compliance with applicable use policies, to protect the rights and/or property of Comcast, or in emergencies when physical safety is at issue, and that Comcast may disclose the same to the extent necessary to satisfy any law, regulation, or governmental request. Comcast shall have no liability or responsibility for content received or distributed by Customer or its users through the Service, and Customer shall indemnify, defend, and hold Comcast and its directors, officers, employees, agents, subsidiaries, affiliates, successors, and assigns harmless from any and all claims, damages, and expenses whatsoever (including reasonable attorneys’ fees) arising from such content attributable to Customer or its users. For the avoidance of doubt, the monitoring of data described in this Section 9.6 refers to aggregate data and types of traffic (protocol, upstream/downstream utilization, etc.). Comcast does not have access to the content of encrypted data transmitted across Comcast networks. 9.7 Survival of Confidentiality Obligations . The obligations of confidentiality and limitation of use described in this Article 9 shall survive the expiration and termination of the Agreement for a period of two (2) years (or such longer period as may be required by law). ARTICLE 10. USE OF SERVICE; USE AND PRIVACY POLICIES 10.1 Prohibited Uses and Comcast Use Policies. Customer is prohibited from using, or permitting the use of, any Service (i) for any purpose in violation of any law, rule, regulation, or policy of any government authority; (ii) in violation of any Use Policy (as defined below); (iii) for any use as to which Customer has not obtained all required government approvals, authorizations, licenses, consents, and permits; or (iv) to interfere unreasonably with the use of Comcast service by others or the operation of the Network. Customer is responsible for assuring that any and all of its users comply with the provisions of the Agreement. Comcast reserves the right to act immediately and without notice to terminate or suspend the Services and/or to remove from the Services any information transmitted by or to Customer or users, if Comcast determines that such use is prohibited as identified herein, or information does not conform with the requirements set or Comcast reasonably believes that such use or information may violate any laws, regulations, or written and electronic instructions for use. Furthermore, to the extent applicable, Services shall be subject to Comcast’s acceptable use policies (“Use Policies”) that may limit use. The Use Policies and other security policies concerning the Services are posted on the Website, and are incorporated into this Agreement by reference. Comcast may update the Use Policies from time to time, and such updates shall be deemed effective immediately upon posting, with or without actual notice to Customer. Comcast’s action or inaction in enforcing acceptable use shall not constitute review or approval of Customer’s or any other users’ use or information. 10.2 Privacy Policy. In addition to the provisions of Article 9, Comcast’s commercial privacy policy applies to Comcast’s handling of Customer confidential information. Comcast’s privacy policy is available on the Website. Exhibit B-3 10.3 Privacy Note Regarding Information Provided to Third Parties. Comcast is not responsible for any information provided by Customer to third parties. Such information is not subject to the privacy provisions of this Agreement. Customer assumes all privacy and other risks associated with providing personally identifiable information to third parties via the Services. 10.4 Prohibition on Resale . Customer may not sell, resell, sublease, assign, license, sublicense, share, provide, or otherwise utilize in conjunction with a third party (including, without limitation, in any joint venture or as part of any outsourcing activity) the Services or any component thereof. 10.5 Violation. Any breach of this Article 10 shall be deemed a material breach of this Agreement. In the event of such material breach, Comcast shall have the right to restrict, suspend, or terminate immediately any or all Sales Orders, without liability on the part of Comcast, and then to notify Customer of the action that Comcast has taken and the reason for such action, in addition to any and all other rights and remedies under this Agreement. ARTICLE 11. MISCELLANEOUS TERMS 11.1 Force Majeure. Neither Party (and in the case of Comcast, Comcast affiliates and subsidiaries) shall be liable to the other Party for any delay, failure in performance, loss, or damage to the extent caused by force majeure conditions such as acts of God, fire, explosion, power blackout, cable cut, acts of regulatory or governmental agencies, unavailability of right-of-way or materials, or other causes beyond the Party’s reasonable control, except that Customer’s obligation to pay for Services provided under the Agreement shall not be excused. Changes in economic, business or competitive condition shall not be considered force majeure events. 11.2 Assignment or Transfer. Customer shall not assign any right, obligation or duty, in whole or in part, nor of any other interest hereunder, without the prior written consent of Comcast, which shall not be unreasonably withheld. All obligations and duties of either Party under this Agreement shall be binding on all successors in interest and assigns of such Party. Nothing herein is intended to limit Comcast’s use of third-party consultants and contractors to perform Services under a Sales Order. 11.3 Notices. Any notice sent pursuant to the Agreement shall be deemed given and effective when sent by facsimile (confirmed by first-class mail), or when delivered by overnight express or other express delivery service, in each case as follows: (i) with respect to Customer, to the address set forth on any Sales Order; or (ii) with respect to Comcast, to: Vice President/Enterprise Sales, One Comcast Center, 1701 JFK Blvd., Philadelphia, PA 19103, with a copy to Cable Law Department, One Comcast Center, 50th Floor, 1701 JFK Blvd., Philadelphia, PA 19103. Each Party shall notify the other Party in writing of any changes in its address listed on any Sales Order. 11.4 Entire Understanding. The Agreement, together with any applicable Tariffs, constitutes the entire understanding of the Parties related to the subject matter hereof. The Agreement supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning the Services or the Parties’ rights or obligations relating to Services. Any prior representations, promises, inducements, or statements of intent regarding the Services that are not embodied in the Agreement are of no effect. No subsequent agreement among the Parties concerning Service shall be effective or binding unless it is made in writing by authorized representatives of the Parties. Terms or conditions contained in any Sales Order, or restrictive endorsements or other statements on any form of payment, shall be void and of no force or effect. 11.5 Tariffs. Notwithstanding anything to the contrary in the Agreement, Comcast may elect or be required to file with regulatory agencies tariffs for certain Services. In such event, the terms set forth in the Agreement may, under applicable law, be superseded by the terms and conditions of the Tariffs. Without limiting the generality of the foregoing, in the event of any inconsistency with respect to rates, the rates and other terms set forth in the applicable Sales Order shall be treated as individual case based arrangements to the maximum extent permitted by law, and Comcast shall take such steps as are required by law to make the rates and other terms enforceable. If Comcast voluntarily or involuntarily cancels or withdraws a Tariff under which a Service is provided to Customer, the Service will thereafter be provided pursuant to the Agreement and the terms and conditions contained in the Tariff immediately prior to its cancellation or withdrawal. In the event that Comcast is required by a governmental authority to modify a Tariff under which Service is provided to Customer in a manner that is material and adverse to either Party, the affected Party may terminate the applicable Sales Order upon a minimum thirty (30) days’ prior written notice to the other Party, without further liability 11.6 Construction. In the event that any portion of the Agreement is held to be invalid or unenforceable, the Parties shall replace the invalid or unenforceable portion with another provision that, as nearly as possible, reflects the original intention of the Parties, and the remainder of the Agreement shall remain in full force and effect. 11.7 Survival. The rights and obligations of either Party that by their nature would continue beyond the termination or expiration of a Sales Order shall survive termination or expiration of the Sales Order. 11.8 Choice of Law. The domestic law of the state in which the Service is provided shall govern the construction, interpretation, and performance of this Agreement, except to the extent superseded by federal law. 11.9 No Third Party Beneficiaries. This Agreement does not expressly or implicitly provide any third party (including users) with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege. Exhibit B-3 11.10 Parties’ Authority to Contract. The persons whose signatures appear below are duly authorized to enter into the Agreement on behalf of the Parties name therein. 11.11 No Waiver; Etc. No failure by either Party to enforce any right(s) hereunder shall constitute a waiver of such right(s). This Agreement may be executed in counterpart copies. 11.12 Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. 11.13 Article Headings. The article headings used herein are for reference only and shall not limit or control any term or provision of this Agreement or the interpretation or construction thereof. 11.14 Compliance with Laws. Each of the Parties agrees to comply with all applicable local, state and federal laws and regulations and ordinances in the performance of its respective obligations under this Agreement. Exhibit B-3 Exhibit C – Existing Network Facilities Exhibit C – Existing Network Facilities The Commission and NSAC provides playback and master control functions from its Roseville offices for all of the Public, Educational and Governmental Access Channels. All of this access signal origination from NSAC’s Roseville facility is directly connected via fiber to the Comcast headend in Roseville through Comcast’s Converged Regional Area Network (CRAN or C-RAN). The C-RAN is a regional interconnect used to transport all of Comcast’s cable video traffic around the Twin Cities to the various hub locations. This network is used, in the case of PEG programming, to transport video programming and other programming services to the Roseville headend and the Shoreview hub for insertion onto the subscriber system serving the member cities. Until the Franchise renews, Comcast agrees to continue to provide at no cost to the City the C-RAN for the transport and playback of the Access Channels in the current formats and playback with no degradation of signal quality and, in consultation with the City and Commission, may migrate to future technologies and formats as the system evolves, provided, however, the signal quality shall be the same as sent by the City, Commission, or NSAC without degradation, lag, or delay. Until no later than December 31, 2017, Comcast will continue to make available at no cost to the City the current dark fiber optic-based network that currently offers end-to-end fiber connectivity to the facilities listed on Schedule C-1 locations plus a 6 dark fiber optic link between the Fairview headend and the Shoreview hub, including the nine member cities’ city halls and municipal buildings, Ramsey County libraries, school district buildings, and the T.I.E.S. building. In addition, until no later than December 31, 2017, Comcast at no cost to the City will continue to allow governmental and educational facilities throughout the 9 -city franchise area to connect back via other non-Comcast fiber optic infrastructure to one or more of the locations on the Comcast dark fiber network for connectivity for cable-related purposes. NSAC, the Commission and the institutions using the end-to-end fiber network will continue to provide all of the end user equipment required to light up or activate the fiber optic portion of the dark fiber optic-based network. After December 31, 2017, transport of voice, video (except for Access Channel programming) and data shall be governed solely by the parties’ Managed Services Agreement under Section 7.1 of the Franchise. Until the Franchise renews, Comcast agrees, at no cost to the City, to continue to provide access to a region wide interconnect that utilizes infrastructure put in place as part of the C-RAN to enable the NSCC and other local franchise authorities to share Access Channel programming. This interconnect is commonly referred to as the PRISMA network because the original equipment used to activate the network has a manufacturer’s product name of PRISMA. Regarding the region-wide interconnect over the PRISMA network, the Commission and the NSAC is a primary hub between various access entities throughout the Twin Cities area. This PRISMA interconnect network allows the Commission and the NSAC to share cable Access Channel programming (both send and receive) with these various entities. With the PRISMA equipment having reached its manufacturer’s end of life, Comcast will ensure the ability of the City, Commission, and NSAC to share Access Channel programming at the same si gnal quality as sent by the City, Commission, NSAC, and all other participating municipal entities without degradation, lag, or delay until the Franchise renews. To the extent that another municipal entity is using the PRISMA network, that entity’s use (including voice and data) of the PRISMA network shall be governed by that entity’s franchise agreement or other agreement with Comcast and shall not be impacted in any way by this Franchise. Exhibit C – Existing Network Facilities 2 The City may continue to use the dark fiber optic-based network as it was used prior to the Execution of this Agreement through December 31, 2017. Until the Franchise renews, Comcast agrees to continue at no cost to the City to provide to the City, the Commission and NSAC the C-RAN and dark fiber optic-based network to the locations on Exhibit C-2, or an alternate network infrastructure and technology, for the transport (send and receive) and playback and return feeds of the Access Channels, and the distribution of Access Channel programming at the same signal quality as sent by the City, Commission or NSAC without degradation, lag, or delay. Comcast may, in consultation with the City and Commission, migrate to future technologies and formats as they become the preferred standard formats in the future. Nothing in this Section is intended to limit Comcast’s application of new technologies and network configurations to transport and distribute Access Channel programming so long as it provides the same signal quality and distribution as listed above, and there is no degradation of signal quality. Exhibit C – Schedule C-1 – Dark Fiber Connections Exhibit C – Schedule C-1 – Dark Fiber Connections Institution Name Address City NSCC/NSAC Offices 2670 Arthur Street Roseville Fairview Headend to Shoreview hub Roseville/Shoreview Arden Hills City Hall 1245 W. Highway 96 Arden Hills Falcon Heights City Hall 2077 W. Larpenteur Ave. Falcon Heights Lauderdale City Hall 1891 Walnut Street Lauderdale Little Canada City Hall 515 E. Little Canada Rd. Little Canada Mounds View City Hall 2401 Highway 10 Mounds View New Brighton City Hall 803 5th Avenue NW New Brighton North Oaks City Hall 100 Village Center Drive North Oaks Roseville City Hall 2660 Civic Center Drive Roseville St. Anthony City Hall/St. Anthony Schools (ISD #282) 3301 Silver Lake Road St. Anthony ISD # 623 – Fairview Community Center 1910 County Road B W Roseville ISD #621- Highview Middle School 2300 7th Street NW New Brighton ISD #621- Valentine Hills Elementary School 1770 W. County Road E-2 Arden Hills ISD #623- Roseville Area High School 1261 Highway 36 Roseville North Oaks East Recreation Center 4 Mink Lane North Oaks Saint Anthony Wine and Spirits - Marketplace 2700 Highway 88 Saint Anthony TIES – District Center 1667 Snelling Avenue Roseville Exhibit C – Schedule C-2 – PEG Origination Points Exhibit C—Schedule C-2 – PEG Origination Points NSC/NSAC Offices, 2670 Arthur Street, Roseville Arden Hills City Hall, 1245 W. Highway 96, Arden Hills Falcon Heights City Hall, 2077 W. Larpenteur Ave, Falcon Heights Lauderdale City Hall, 1891 Walnut Street, Lauderdale Little Canada City Hall, 515 E. Little Canada Road, Little Canada Mounds View City Hall, 2401 Highway 10, Mounds View New Brighton City Hall, 803 5th Avenue NW, New Brighton North Oaks City Hall, 100 Village Center Drive, North Oaks Roseville City Hall, 2660 Civic Center Drive, Roseville St. Anthony City Hall, 3301 Silver Lake Road, St. Anthony Roseville Area High School, 1261 Highway 36, Roseville Exhibit D – March 1, 2012, Settlement Agreement Settlement Agreement This Settlement Agreement and Mutual Release is entered into this 1st day of March, 2012,between Comcast of Minnesota,Inc., a Delaware corporation,Comcast Cable Communications,LLC, a Delaware limited liability company (collectively "Comcast")and the North Suburban Communications Commission,a municipal joint powers consortium established pursuant to Minn. Stat. § 471.59, as amended, (the "NSCC"or the "Commission")consisting of the municipalities of Arden Hills, Falcon Heights,Lauderdale,Little Canada,Mounds View, New Brighton, North Oaks, Roseville, St. Anthony, and Shoreview,Minnesota (hereinafter "Member Cities"). The NSCC and Comcast are collectively referred to herein as the Parties. Recitals WHEREAS the Member Cities have awarded cable service franchises to and entered into franchise agreements/ordinances with Comcast's predecessors in interest to authorize the provision of cable service over a cable system (the "Franchises");and WHEREAS,when Comcast acquired AT&T Broadband,it agreed to comply fully with the Franchises;and WHEREAS,as part of the past performance review specified in Section 626(a)of the Cable Communications Policy Act of 1984, as amended, 47 U.S.C.§546(a) (the "Cable Act"), the Commission, on behalf of the Member Cities,commenced a franchise fee review of Comcast's franchise fee payments for calendar years 2009 and 2010, and subsequently extended such review to 2011 with respect to the allocation of revenues within bundled service packages (the "Review Period"); and WHEREAS in the course of the franchise fee review, a dispute arose over the extent of Comcast's obligation to provide records, data and certifications in accordance with the terms of the Franchises, and the adequacy of Comcast's responses to the NSCC's written requests for records, data and certifications;and WHEREAS,the Commission adopted Resolution 2011-04 authorizing its Executive Director to issue a Notice of Violation to Comcast; and WHEREAS,as a result of the Commission's determination that Comcast failed to furnish requested records, data and certifications,the NSCC issued a Notice of Violation to Comcast on November 15,2011,which afforded the company 30 days to effect a cure (the "Notice");and WHEREAS,the Commission adopted Resolution 2011-05 authorizing the Commission's Executive Committee to take all steps necessary to draw on Comcast's letter of credit in the event Comcast remained in violation of the Member Cities' Franchises after the expiration of the cure period stated in the Notice; and Exhibit D - 2012 Settlement Agreement WHEREAS,Comcast denies it was in violation of the Member Cities'Franchises; and WHEREAS, the Commission extended the applicable cure period on multiple occasions to give Comcast sufficient time to cure the remaining violations specified in the Notice or to enter into a settlement of all outstanding issues; and WHEREAS, Front Range Consulting, Inc., the consultant retained to conduct the franchise fee review for the Review Period, has asserted that its final review report, when completed, would set forth certain underpaid franchise fee amounts; and WHEREAS,the Commission has incurred certain legal and consulting costs and expenses as a result of the franchise fee review and the franchise enforcement and settlement process, to date; and WHEREAS the Parties have resolved the remaining issues set forth in the Notice for the Review Period, and wish to document the resolution herein; and WHEREAS,the Parties also wish to document their agreement to clarify certain terms of the current Franchises and to have such clarifications incorporated into the terms and conditions of any renewed cable service franchises awarded to Comcast so as to avoid future franchise fee review disputes and to expedite the Franchise renewal process. NOW, THEREFORE, in consideration of the promises, undertakings and mutual covenants of the Parties and other good and sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to the terms below: Agreement 1. Comcast voluntarily agrees to pay the Commission $41,568.00 within fifteen (15) days of the effective date of this Agreement. This payment, which shall be in addition to all franchise fees, financial grants and any other compensation paid or owed to the Member Cities and the Commission pursuant to the Franchises and associated documents, shall be used by the Commission and/or the Member Cities for cable-related purposes.Comcast shall not treat the payment made under this paragraph as a franchise fee or a franchise-related cost for rate regulation purposes, and shall not separately itemize the payment on subscribers'bills.In addition, Comcast shall at no time assert that the payment in this paragraph is operating support for the NSCC's PEG operations, such that it may be offset from the franchise fee payments made to the Member Cities under the Franchises and any renewed cable service franchises. 2. Subject to the Commission's and Comcast's adoption and execution of this Settlement Agreement,and to Comcast's complete and continuous compliance with this Settlement Agreement, the Parties release and forever discharge each other from all claims set forth in the Notice and all franchise fee underpayment or franchise fee overpayment claims for the Review Period. The Commission hereby waives its right to 2 Exhibit D - 2012 Settlement Agreement conduct any further franchise fee reviews for calendar years 2009, 2010 and 2011, provided Comcast fully complies with this Settlement Agreement.This waiver and release does not include any issues associated with Comcast's methodology of passing through to subscribers franchise fees paid on non-subscriber revenues. Except as expressly provided in this paragraph,the NSCC and the Member Cities retain all of their rights ,powers ,remedies and defenses under the Franchises and applicable laws, regulations ,agreements ,resolutions ,orders ,decisions and procedures,including (but not limited to) all rights and powers granted by Section 626 of the Cable Act ,47 U.S.C. §546, and Chapter 238 of Minnesota Statutes . 3 .At the request of the NSCC and its advisors,Comcast provided an accurate and representative advertising scenario example to Front Range Consulting,Inc. This example and summary,which is attached to the February 24,2012,Chambers Certification,accurately sets forth the typical flow of revenue and fees for advertising transactions.Th is example and summary describes essentially all of the advertising sales transactions entered into by Comcast and its affiliates,including but not limited to NCC and Comcast Spotlight.For purposes of this paragraph,the term "affiliates"means any person(s)and/or entity(ies)who own or control, are owned or controlled by or are under common ownership or control with Comcast of Minnesota,Inc. 4. Since January 1,2010,Comcast has been calculating franchise fees on video /cable service advertising sales on a single-net basis (which means excluding third- party agency fees ,but including rep fees ,affiliate fees, rebates and commissions earned, received or derived by affiliates such as NCC and Comcast Spotlight),instead of the prior triple-net basis (which means excluding third-party agency fees, affiliate fees, and NCC and Comcast Spotlight rep fees). The information provided by Robbin Pepper to Front Range Consulting,Inc. tracing advertis ing sales revenues from their inception to the general ledger for the NSCC franchise area and reconciling all such revenues to the Comcast Cable Communications,LLC "Trend Reports"is complete and accurate, and documents Comcast's proposed additional payment of franchise fees on certain advertising revenues in calendar year 2009 for settlement purposes only, as a result of moving to a "single net" basis for calculating gross revenues upon which franchise fees are paid to the NSCC's member cities. 5. Prior to the expiration of the Franchises,Comcast shall update and operate its billing system so as to ensure that persons or entities that subscribe only to non-cable service (e.g.,persons who subscribe only to high-speed Internet access ,telephone service , alarm monitoring, or a combination of services that does not include cable service) are not assessed cable service franchise fees on ancillary charges imposed by Comcast on such subscribers ,including but not limited to late fees,convenience fees and non- sufficient funds (NSF) charges, unless the imposition of cable service franchise fees is permitted by applicable laws or regulations.Comcast shall provide the Executive Director of the NSCC with written confirmation of the solution implemented and specify whether refunds were issued if possible. 3 Exhibit D - 2012 Settlement Agreement 6. The Parties agree that the definition of "gross revenues" set forth in Section 1.2.m of the Franchises: a. incorporates all advertising revenues directly or indirectly received or derived by Comcast of Minnesota, Inc. and/or its affiliates from the operation of the cable system to provide Cable Service in the Member Cities, including (but not limited to), rep fees, affiliate fees, rebates and commissions. For purposes of this paragraph, the term "affiliates"means any person(s) and/or entity(ies) who own or control, are owned or controlled by or are under common ownership or control with Comcast of Minnesota, Inc., and shall include (but not be limited to) Comcast Spotlight and NCC. The Commission understands and accepts Comcast's assertion that the practice of including affiliate fees, rep fees, rebates and commissions in "gross revenues" began in 20I0, and is ongoing. Comcast shall follow this practice, as described in this paragraph, for the remaining term of the Franchises (and any extensions) for all future franchise fee payments. b. does not include advertising revenues and commissions that are received by persons and/or entities that are not affiliates. c. shall include revenues from all dual- or multi-service packages containing cable service to which one or more customers in the Member Cities subscribe, in accordance with a methodology that allocates revenue on a pro rata basis when comparing the bundled service price and its components to the sum of the most recent published rate card rate for the components, except it is expressly understood that equipment may be subject to inclusion in the bundled price at full rate card value. This methodology shall also be applied to any discounts to a bundled service package containing cable service by way of a "Bottom of the Bill" discount. This calculation shall be applied to every bundled service package containing cable service from which Comcast receives revenues in the Member Cities, and must be updated within sixty (60) days of the date any rate change for cable and/or non-cable services is implemented for a service package containing cable service or the date any rate change is implemented for any service included in a service package that contains cable service. The NSCC may, at its sole discretion, review information retained by Comcast pursuant to this Section to determine whether Comcast is in compliance with this Settlement Agreement. For purposes of such review, Comcast agrees to retain quarterly bundled service package subscriber counts and quarterly bundled service package revenue allocation data and "package cards" for three (3) years following the date ofthis Settlement Agreement. 7. For purposes of Section 6 of this Settlement Agreement, the terms, phrases, words, and abbreviations used therein shall have the meaning given herein, or if no meaning is given herein the meaning set forth in the Franchises. Unless otherwise expressly stated, words not defined herein or in the Franchises shall be given the meaning set forth in applicable law and,if not defined therein, the words shall be given their common and ordinary meaning. The word "shall"is always mandatory and not merely directory. The word "may"is directory and discretionary and not mandatory. 4 Exhibit D - 2012 Settlement Agreement 8. During the remaining term of the Franchises,or any extensions thereto, Comcast shall maintain and provide to the Member Cities and/or the Commission, upon request, all records and data reasonably necessary to confirm the accurate payment of franchise fees as set forth in the Franchises. 9.Comcast and the NSCC will proceed in good faith to obtain written franchise renewals prior to the expiration of the current Franchises, and shall incorporate the following requirements and terms in any renewed cable service franchises to be executed by the Member Cities and Comcast,regardless of whether such franchises are awarded by the Member Cities and executed by the Member Cities and Comcast pursuant to the formal or informal renewal processes established in Section 626 of the Cable Act, 47 U.S.C. §546: a.Comcast and the NSCC agree that the final definition of "Gross Revenues"in any franchise renewals shall be: "Gross Revenues"shall be defined as and shall be construed broadly to include all revenues derived directly or indirectly by Comcast and/or an Affiliate that is a cable operator of the Cable System, from the operation of Comcast's Cable System to provide Cable Services within the City (including cash, credits, property or other consideration of any kind or nature). Gross revenues include, by way of illustration and not limitation:monthly fees for Cable Services, regardless of whether such Cable Services are provided to residential or commercial customers,including revenues derived from the provision of all Cable Services (including but not limited to payor premium Cable Services, digital Cable Services,pay-per-view,pay-per-event and video-on-demand Cable Services); installation,reconnection,downgrade, upgrade or similar charges associated with changes in subscriber Cable Service levels; fees paid to Comcast for channels designated for commercial/leased access use; converter, remote control, lockout device and other Cable Service equipment rentals and/or leases or sales; advertising revenues received or derived by Comcast and/or its Affiliates, including but not limited to, rep fees,Affiliate fees, rebates and commissions, but excluding unaffiliated agency fees; late fees,convenience fees and administrative fees;revenues from program guides; franchise fees; and commissions from home shopping channels and other revenue sharing arrangements. Gross Revenues subject to franchise fees shall include revenues derived from sales of advertising that run on Comcast's Cable System within the City and shall be allocated on a pro rata basis using total Cable Service subscribers reached by the advertising. Additionally,Comcast agrees that Gross Revenues subject to franchise fees shall include all commissions paid to National Cable Communications ("NCC")and Comcast Spotlight ("Spotlight")or their successors associated with sales of advertising on the Cable System within the City allocated according to this paragraph using total Cable Service subscribers reached by the advertising. Gross revenues shall not include: actual bad debt write-offs, provided, however, that all or part of any such actual bad debt that is written off but subsequently collected shall be included in Gross Revenues in the period collected; and any taxes on 5 Exhibit D - 2012 Settlement Agreement services furnished by Comcast imposed by any municipality, state or other governmental unit, provided that franchise fees shall not be regarded as such a tax. (i)To the extent revenues are received by Comcast for the provision of a discounted bundle of services which includes Cable Services and non-Cable Services ,Comcast shall calculate revenues to be included in Gross Revenues using a methodology that allocates revenue on a pro rata basis when comparing the bundled service price and its components to the sum of the most recent published rate card rate for the components, except it is expressly understood that equipment may be subject to inclusion in the bundled price at full rate card value. This calculation shall be applied to every bundled service package containing Cable Service from which Comcast receives or derives revenues in the City, and must be updated within sixty (60) days of the date any rate change for cable and/or non-cable services is implemented for a service package containing Cable Service or the date any rate change is implemented for any service included in a service package that contains Cable Service. The NSCC reserves its right to review and to challenge Comcast's calculations. (ii) For purposes of this definition, the term "Affiliates"means any person(s) and/or entity(ies) who own or control, are owned or controlled by or are under common ownership or control with Comcast of Minnesota ,Inc. but does not include affiliated entities such as NBCU and Spectacor that are not directly or indirectly involved with the programming,use, management, operation, construction, repair and/or maintenance of Comcast Corporation's cable systems. (iii)Resolution of any disputes over the classification of revenue should first be attempted by agreement of the Parties, but should no resolution be reached, the Parties agree that reference shall be made to generally accepted accounting principles ("GAAP")as promulgated and defined by the Financial Accounting Standards Board ("FASB"),Emerging Issues Task Force ("EITF") and/or the U.S. Securities and Exchange Commission ("SEC"). Notwithstanding the forgoing, the City and/or the Commission reserves its right to challenge Comcast's calculation of Gross Revenues, including the use or interpretation of GAAP as promulgated and defined by the FASB, EITF and/or the SEC. b. Any renewal franchises shall provide: Corncast shall ensure that persons or entities that only subscribe to non-cable service (e.g.,persons who subscribe only to high-speed Internet access, telephone service, alarm monitoring ,or a combination of services that does not include cable service) are not assessed cable service franchise fees on ancillary charges imposed by Comcast on such subscribers,including but not limited to late fees, convenience fees and non- sufficient funds (NSF) charges, unless the imposition of cable service franchise fees is permitted by applicable laws or regulations. 6 Exhibit D - 2012 Settlement Agreement c. Any renewed franchise shall contain the following language concerning franchise fee reviews and audits: (i) All franchise fee amounts paid shall be subject to audit and recomputation by the City and/or the Commission, and acceptance of any payment shall not be construed as an accord that the amount paid is in fact the correct amount.If an audit or review discloses an overpayment or underpayment of franchise fees, the City and/or the Commission shall notify Comcast of such overpayment or underpayment. The City's/Commission's audit or review expenses shall be borne by the City/Commission unless the audit or review determines that the payment to the City should be increased by more than five percent (5%) in the audited/reviewed period, in which case the costs of the audit/review shall be borne by Comcast, up to a cap of $25,000, as a cost incidental to the enforcement of the Franchise. Any additional amounts due to the City as a result of the audit or review shall be paid to the City within thirty (30) days following written notice to Comcast by the City/Commission of the underpayment, which notice shall include a copy of the audit/review report.If the recomputation results in additional revenue to be paid to the City, such amount shall be subject to a ten percent (10%) annual interest charge. (ii) The City/Commission shall have the right to inspect and to require Comcast to provide any and all data, documents and records maintained by Comcast (or maintained by an Affiliate or a third-party contractor/vendor on behalf of Comcast)reasonably related to the calculation and payment of franchise fees. The Grantee shall maintain such records, documents and data for a minimum of four (4) years. Such records include, but are not limited to, those set forth in Paragraph 6 of this March 1, 2012, Settlement Agreement for the remaining term of the obligation set forth therein. (iii) Comcast shall have no less than twenty (20) business days to respond fully and completely to any written request for data, documents and records issued by the City/Commission,unless an extension of time is granted by the City/Commission in writing.Comcast may request an extension of the twenty (20) business day deadline applicable to a written request for data, information and documents no later than ten (10) business days after the date of such request. Every request for an extension of time shall describe, in detail, the reasons the extension is necessary. The City/Commission may, in its sole discretion, grant or deny an extension request, and shall act reasonably in making such a determination based on the scope and complexity of the information request at issue and the facts cited by Comcast in its written extension request. (iv) In the event any franchise fee payment or recomputation amount is not made on or before the required date, Comcast shall pay, during the period such unpaid amount is owed, the additional compensation and interest charges computed from such due date, at an annual rate often percent (10%). 7 Exhibit D - 2012 Settlement Agreement (v)Nothing in this Franchise shall be construed to limit any authority of the City to impose any tax, fee or assessment of general applicability. (vi)The franchise fee payments required by this Franchise shall be in addition to any and all taxes or fees of general applicability.Comcast shall not have or make any claim for any deduction or other credit of all or any part of the amount of said franchise fee payments from or against any of said taxes or fees of general applicability,except as expressly permitted by law.Comcast shall not apply nor seek to apply all or any part of the amount of said franchise fee payments as a deduction or other credit from or against any of said taxes or fees of general applicability,except as expressly permitted by law.Nor shall Comcast apply or seek to apply all or any part of the amount of any of said taxes or fees of general applicability as a deduction or other credit from or against any of its franchise fee obligations,except as expressly permitted by law. 10.The Commission will pass a resolution withdrawing or rescinding the Notice,Resolution No.2011-04 and Resolution No.2011-05 after this Settlement Agreement has been executed by the Parties. 11.This Settlement Agreement is intended to be a binding and enforceable agreement among the Parties,and will be effective upon execution by the Parties on the date first set forth above.The Parties agree that they will execute this Settlement Agreement no later than Friday,March 30,2012.The Parties further agree that this Agreement may be executed in multiple counterparts. 12.The Parties agree that all promises,commitments,obligations and payments set forth in Section 1 of this Settlement Agreement shall not be deemed to exceed the franchise fee cap specified in Section 622(a)of the Cable Act, 47 U.S.C. §542(a),and shall at no time be offset against or deducted from franchise fee payments, grants or other financial support or in-kind compensation paid to the NSCC,the Member Cities and/or their designee(s)under the Franchises.In addition,all promises, commitments,obligations and payments set forth in Section 1 of this Settlement Agreement shall not be treated as costs eligible for treatment as conditions or requirements of a franchise for any purpose under 47 C.F.R.§76.925.Comcast hereby waives any current or future right it may have to claim that any promise,commitment, obligation or payment in Section 1 herein exceeds the franchise fee cap in 47 U.S.C. § 542 or may be offset against or deducted from franchise fee payments,grants and other compensation paid to the NSCC,the Member Cities and/or their designee(s). 13.Nothing in this Settlement Agreement amends or alters the Franchises in any way,and all provisions of the Franchises as hereafter renewed or amended,remain in full force and effect and are enforceable in accordance with their terms and with applicable law. 14.Any violation of this Settlement Agreement by Comcast shall be deemed a violation of the Franchises or any renewed franchises,as appropriate,and the 8 Exhibit D - 2012 Settlement Agreement Commission and/or Member Cities may invoke all rights and remedies they may have under the Franchises and any renewed Franchises. Any failure by a Member City to adopt and execute a renewal cable service franchise that contains the terms set forth in Section 9 shall not be deemed a violation of this Settlement Agreement on Comcast's part. 15. Comcast and its affiliates shall not take any action to challenge, or cause another person or entity to challenge, any provision of this Settlement Agreement as contrary to or unenforceable under applicable laws, regulations, orders and decisions, nor will they participate with any other person or entity in any such challenge. 16. Nothing in this Settlement Agreement usurps, preempts, waives or limits the Member Cities'authority to grant or deny the renewal of the Franchises currently held by Comcast, or to establish the terms and conditions of any renewal cable service franchises/ordinances. 17. Nothing in this Settlement Agreement waives, limits or modifies the Parties'rights, remedies, responsibilities and defenses under applicable laws, regulations, ordinances, agreements, orders and decisions,including but not limited to Chapter 238 of Minnesota Statutes, Section 626 of the Cable Act and the Franchises, unless otherwise expressly provided herein. 18. Nothing in this Settlement Agreement shall be construed to mean that Comcast is entitled to renewed cable service franchises. 19. Nothing in this Settlement Agreement shall be construed to mean that Comcast is in compliance with the Franchises and applicable laws and regulations except as to the franchise fee payment review for the Review Period which is hereby resolved and for which Comcast is in full compliance as to the specific issues addressed in this Agreement for the Review Period. By executing this Settlement Agreement, Comcast is not admitting that it has failed to comply with the Franchises and applicable laws and regulations. 20. The Parties agree that, other than the Member Cities, there shall be no third party beneficiaries to this Settlement Agreement. Nothing herein shall give rise to any rights or causes of action that may be enforced or brought by a third party, other than the Member Cities. 21. This Settlement Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their successors in interest, assigns, personal representatives and heirs. 22 .This Settlement Agreement is freely and voluntarily entered into by the Parties, without any duress or coercion, and after each party has consulted with its counsel. Each party hereto has carefully and completely read all of the terms and provisions of this Settlement Agreement. 9 Exhibit D - 2012 Settlement Agreement 23. This Settlement Agreement shall be governed by and construed in accordance with the laws of the State ofMinnesota.Any disputes concerning this Settlement Agreement shall be venued exclusively in a court in Minnesota. 24. This Settlement Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof,and supersedes all prior oral or written term sheets,agreements,communications,drafts and understandings,whether oral or written. Executed by: COMCAST OF MINNESOTA,INC. Its Chair I Its Secw1lry Dated:~I-I //1.. ~~ Dated:3 -&--t"<.. COMCAST CABLE COMMUNICATIONS,LLC Dated: 10 Exhibit D - 2012 Settlement Agreement Exhibit E – Sample Gross Revenues Report E x h i b i t E - G r o s s R e v e n u e R e p o r t Exhibit F – Performance Bond Bond No .1 00 88717287 REVISED 130' FRANCHISE llOND KNOW ALL MEN BY THESE PRESENTS,That we, C omca st o f M inne sota,Inc., as Principal and Travel er s Casualty nnd Surety COIl1J)nny of Am erica ,a corporation of the State of Connecticut,as Surety are held and firmly bound unto the Cities of Anlcn Hills,Falcon Heights,Lauderdale,Little Canada,Mounds View,New ll.-ightcn,North Oaks,Roseville, St.Anthony and Shoreview,Minnesota as Obligee in the sunt~f Five Hundrcd Thollsand Dollars and 001l00 ($500,00 0.00)lawful money of the United States of America,to be paid unto said Obligee,its successors and assigns,jointly and severally,firmly by these presents. WHEREAS,the Principal has entered into written agreements dated _See Attacked Schedule "A"_ with the Obligees which grants a franchise to the Principal use its public streets and places to transmit and distribute electrical impulses through an open line-coaxial antenna system located therein .Principal has agreed to faithfully perform and observe and fulfill all terms and conditions of said Franchise Agreements referred to above and said agreements is hereby made a part of this bond with like force and effect as ifherein set forth in length. NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH,That if the above named Principal,its successors or assigns,does and shall well and truly observe,perform and fulfill its obligations as set forth in the above mentioned Franchise agreements,for which a bond must be posted,then the above obligation to be void;o therwise to remain in full force and effect. The bond is subject,however to the following express c onditions: FIRST:That in event of a default on the part of the Princip al its successors or assigns,a written statement of such default with full det ails thereof shall be gi ven to Surety by obligee or its lawful delegatee promptl y,and in any event,within 60 day s after the Obligees shall learn of such default,such notice to be d elivered to Surety 215 Shum an Blvd.,Naperville,II.60563-8458 by registered mail. SECOND:That no claim,suit or action under this bond b y rea son of any such default shall be brought against Surety unless asserted or commenced with 12 months after the effective date of any termination or cancellation of this bond. THIRD:That this bond may be terminated or cancelled by surety by 60 days prior notice in writing to Principal and to Obligees,such not ice to be given by registered mail.Such termination or cancellation shall n ot affect any liability incurred o r accrued under this bond prior to the effective date of such termin ation or cancellation.The liability of the Surety shall be limited to the amount set forth above and is not cumulative, FOURTH:That no right of action shall accrue under this bond to or for the use of any person other than the Obligees,and it successors and assigns. IN WITNESS WHEREOF,the principal and Surety have s igned and sealed this instrument this 28h day of May 2003. Travelers Casualty and Surety Company of America A~ De bra Kohlman,Attorney-In-Fact **t he ma ximum pena l s um of F ive Hundred Thous a nd Dol l ar s Exhibit F TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA TRAY -"~R S CASUALTY AND SURETY COMPANY ,-- ~...RMINGTON CASUALTY COMPANY Hartford;Connecticut 06183-9062 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S)-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS,THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA,TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, corporations duly organized under the laws of the State of Connecticut,and having their principal offices in the City of Hartford, County of Hartford,State of Connecticut,(hereinafter the "Companies")hath made,constituted and appointed,and do by these presents make,constitute and appoint:Donna Wright,Brenda D.Hockberger,Ann Formhals,Debra Kohlman,Diane M. O'Leary,William Reidinger,Amy Wickett,Karen E.Bogard,Matthew V.Buol,Jennifer E.ROi~,Steven B.Cade,William T.Krumm,Jeffrey M.Lcadley,Sylvia J.Garcia,Brian Passolt,of Chicago,Illinois ,their tme and lawful Attorney(s)-in-Fact, with full power and authority hereby conferred to sign,execute and acknowledge,at any place within the United States, the following instrument(s):by his/her sole signature and act, any and all bonds,recognizances,contracts of indemnity,and other writings obligatory in the nature of a bond,recognizance,or conditional undertaking and any and all consents incident thereto and to bind the Companies,thereby as fully and to the same extent as if the same were signed by the duly authorized officers of the Companies,and all the acts of said Attorney(s)-in-Fact,pursuant to the authority herein given, are hereby ratified and confirmed. This appointment is made under and by authority of the following Standing Resolutions of said Companies,which Resolutions are now in full force and effect: VOTED :That the Chairman, the President, any Vice Chairman, any Executive Vice President ,any Senior Vice Pres ident,any Vice President, any Second Vice Pres ident,the Treasurer,any Assist ant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact a ~d Agents to act for and on behalf of the company and may give such appointee such authority as his or her cert ificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances,contracts of indemnity,and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her. VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary . VOTED :That any bond, recognizance,contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Companywhen (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal,if required)by one or more Attorne ys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more'Company officers pursuant to a written delegation of authority. This Power of Attorney and Certificate of Authority is signed and scaled by facsimile (mechanical or printed)under and by authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA,TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY,which Resolution is now in full force.and effect: VOTED: That the signature of each of the following officers:President, any Executive Vice President,any Senior Vice President, any Vice President,any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents ,Resident Assistant Secretaries or Attorne ys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attach ed. (11-00 Standard ) Exhibit F Exhibit G – Indemnification Agreement Exhibit G – Indemnity Agreement 1 INDEMNITY AGREEMENT made this ____ day of ___________________, 2017, by and between Comcast of Minnesota, Inc., party of the first part, hereinafter called “Comcast,” and the City of Arden Hills and the North Suburban Communications Commission, a municipal Joint Powers Commission, parties of the second part, hereinafter called “City” or "Commission”. WITNESSETH: WHEREAS, the City has awarded to Comcast a franchise for the operation of a cable communications system in the City; WHEREAS, the City has required, as a condition of its award of a cable communications franchise, that the City and the Commission be indemnified with respect to all claims and actions arising from the award of said franchise; and WHEREAS, the term of the Indemnity Agreement shall not exceed 180 days’ from the Effective Date of the cable communications franchise, unless the City or the Commission has received statutory notice of a claim based upon the renewal of the franchise. NOW THEREFORE, in consideration of the foregoing promises and the mutual promises contained in this agreement and in consideration of entering into a cable television franchise agreement and other good and valuable consideration, receipt of which is hereby acknowledged, Comcast hereby agrees, at its sole cost and expense, to fully indemnify, defend and hold harmless the Commission and City, its officers, boards, commissions, employees and agents against any and all claims, suits, actions, liabilities and judgments for damages, cost or expense (including, but not limited to, court and appeal costs and reasonable attorneys' fees and disbursements assumed or incurred by the Commission and the City in connection therewith) arising out of the actions of the City in granting a franchise to Comcast. This includes any claims by another franchised cable operator against the City or the Commission that the terms and conditions of the Comcast franchise are less burdensome than another franchise granted by the City that the Comcast Franchise does not satisfy the requirements of applicable federal, state, or local law(s). The indemnification provided for herein shall not extend or apply to any acts of the Commission or the City constituting a violation or breach by the Commission or the City of the contractual provisions of the franchise ordinance, unless such acts are the result of a change in applicable law, the order of a court or administrative agency, or are caused by the acts of Comcast. The Commission or the City shall give Comcast reasonable notice of the making of any claim or the commencement of any action, suit or other proceeding covered by this agreement. The Commission and the City shall cooperate with Comcast in the defense of any such action, suit or other proceeding at the request of Comcast. The Commission and the City may participate in the defense of a claim, but if Comcast provides a defense at Comcast’s expense then Comcast shall not be liable for any attorneys' fees, expenses or other costs that the Commission and/or the City may incur if it chooses to participate in the defense of a claim, unless and until separate representation is required. If separate representation to fully protect the interests of both parties is or becomes necessary, such as a conflict of interest, in accordance with the Minnesota Rules of Professional Conduct, between the Commission and/or the City and the counsel selected by Exhibit G – Indemnity Agreement 2 Comcast to represent the Commission and/or the City, Comcast shall pay, from the date such separate representation is required forward, all reasonable expenses incurred b y the Commission and the City in defending itself with regard to any action, suit or proceeding indemnified by Comcast. Provided, however, that in the event that such separate representation is or becomes necessary, and the Commission or the City desires to hire a counselor any other outside experts or consultants and desires Comcast to pay those expenses, then the Commission and/or the City shall be required to obtain Comcast's consent to the engagement of such counsel, experts or consultants, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the parties agree that the Commission and/or City may utilize at any time, at its own cost and expense, its own attorney or outside counsel with respect to any claim brought by another franchised cable operator as described in this agreement. The provisions of this agreement shall not be construed to constitute an amendment of the cable communications franchise ordinance or any portion thereof but shall be in addition to and independent of any other similar provisions contained in the cable communications franchise ordinance or any other agreement of the parties hereto. The provisions of this agreement shall not be dependent or conditioned upon the validity of the cable communications franchise ordinance or the validity of any of the procedures or agreements involved in the award or acceptance of the franchise, but shall be and remain a binding obligation of the parties hereto even if the cable communications franchise ordinance or the grant of the franchise is declared null and void in a legal or administrative proceeding. It is the purpose of this agreement to provide maximum indemnification to the Commission and the City under the terms set out herein and, in the event of a dispute as to the meaning of this Indemnity Agreement, it shall be construed, to the greatest extent permitted by law, to provide for the indemnification of the Commission and the City by Comcast. This agreement shall be a binding obligation of and shall inure to the benefit of, the parties hereto and their successor's and assigns, if any. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Exhibit G – Indemnity Agreement 3 COMCAST OF MINNESOTA Dated: __________________, 2017 By: _______________________________ Its: _______________________________ The foregoing instrument was acknowledged before me this _____ day of 2017, by ______________________, the ___________________________ of Comcast of Minnesota, on behalf of the corporation. ___________________________________ NOTARY PUBLIC Print Name: ________________________ Bar Roll #/Notary ID #: ________________ My Commission Expires: ______________ CITY OF ARDEN HILLS By: __________________________________ Its: __________________________________ Page 1 of 2 NEW BUSINESS – 8A MEMORANDUM DATE: October 23, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Sue Polka, Public Works Director/ City Engineer SUBJECT: Johanna Marsh Playground Equipment Grant Budgeted Amount: Estimated Amount: Funding Sources: $100,000 $112,000 Park Capital Equipment Requested Action Authorize the acceptance of a GameTime grant from Minnesota/Wisconsin Playground in the amount of $31,786. Background/Discussion The 2017 Capital Improvement Plan includes $100,000 for resurfacing the tennis court at Johanna Marsh Park. A geotechnical investigation was completed in August of 2016 and it was determined that the court needed to be reconstructed and due to the underlying soils, reconstruction was cost prohibitive. Staff held a neighborhood meeting with the Johanna Marsh residents and presented two playground layouts as well as receiving input on park amenities. The playground concepts were generally well received. Several residents expressed interest in a boardwalk and overlook area. WSB prepared three concepts (Attachment A) which were discussed at the September PTRC meeting. Based on feedback from the PTRC, a cost estimate was prepared for Concept Plan 1 which includes the play equipment, sidewalk, curbing, boardwalk, and overlook. The total estimated cost, including design, is $350,275. Staff is proposing to move forward with just the playground area (Attachment B). We have applied for and been awarded a grant for the play equipment structures in the amount of $31,786 (Attachment C). Due to the time line for accepting and ordering the equipment (November 15th), staff is requesting that the Council authorize acceptance of the funding for the equipment at this time. Staff is in the process of receiving quotes for the construction of the project and will present that to Council at a later date. The total estimated cost is outlined in the following table: Page 2 of 2 ESTIMATED PLAYGROUND CONSTRUCTION Remove tennis court $12,000.00 Installation (incl. concrete curb) $20,000.00 Playground Equipment $80,000.00 Grant Funding ($31,786.00) TOTAL ESTIMATED COST $80,214.00 Attachments A – Johanna Marsh Concept Sketches B – Proposed Playground Layout C – Grant Award JOHANNA MARSH PARK Preliminary Concept Context Map Arden Hills, Minnesota 09/15/17 | 03455-000 SCALE IN FEET 500 100 400 K: \ 0 3 4 5 5 - 0 0 0 \ C a d \ E x h i b i t s \ J o h a n n a M a r s h P a r k C o n c e p t s \ 0 3 4 5 5 - 0 0 0 J o h a n n a M a r s h P a r k - P r e l i m i n a r y C o n c e p t s JOHANNA MARSH PARK Preliminary Concept Plan 1 - Central Node Arden Hills, Minnesota 09/15/17 | 03455-000 30 SCALE IN FEET 150 60 K: \ 0 3 4 5 5 - 0 0 0 \ C a d \ E x h i b i t s \ J o h a n n a M a r s h P a r k C o n c e p t s \ 0 3 4 5 5 - 0 0 0 J o h a n n a M a r s h P a r k - P r e l i m i n a r y C o n c e p t s JOHANNA MARSH PARK Preliminary Concept Plan 2 - Central Spine Walkway Arden Hills, Minnesota 09/15/17 | 03455-000 30 SCALE IN FEET 150 60 K: \ 0 3 4 5 5 - 0 0 0 \ C a d \ E x h i b i t s \ J o h a n n a M a r s h P a r k C o n c e p t s \ 0 3 4 5 5 - 0 0 0 J o h a n n a M a r s h P a r k - P r e l i m i n a r y C o n c e p t s JOHANNA MARSH PARK Preliminary Concept Plan 3 - Perimeter Walk Arden Hills, Minnesota 09/15/17 | 03455-000 30 SCALE IN FEET 150 60 K: \ 0 3 4 5 5 - 0 0 0 \ C a d \ E x h i b i t s \ J o h a n n a M a r s h P a r k C o n c e p t s \ 0 3 4 5 5 - 0 0 0 J o h a n n a M a r s h P a r k - P r e l i m i n a r y C o n c e p t s