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HomeMy WebLinkAbout06-23-25-RAPPROVAL OF AGENDA TCAAP/Rice Creek Commons Update Jessica Jagoe, Interim City Administrator PUBLIC INQUIRIES/INFORMATIONAL This is an opportunity for citizens to respectfully bring to the Council ’s attention any items which are relevant to the City. In addressing the Council, you must first state your name and address for the record. Comments shall be limited to three (3) minutes or less. Written documents or other materials should be handed to the City Clerk for distribution to the Council prior to or during the meeting. Council will generally not respond at the same meeting where an issue is initially raised by a member of the public but the Council may refer the issue to staff for further research and possible report or action at a future Council meeting. RESPONSE TO PUBLIC INQUIRIES PUBLIC PRESENTATIONS STAFF COMMENTS Transportation Update David Swearingen, Public Works Director/City Engineer MEMO.PDF Night To Unite Update Julie Hanson, Assistant to the City Administrator/City Clerk MEMO.PDF ATTACHMENT A.PDF APPROVAL OF MINUTES May 27, 2025 City Council Work Session 05 -27 -25 WS.PDF May 27, 2025 Regular City Council 05 -27 -25 -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 Joua Yang, Finance Director Pang Silseth, Accounting Analyst MEMO.PDF Motion To Approve Xcel Thermal Energy Network Demonstration Project Letter Of Support Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENTS A AND B.PDF Motion To Approve Resolution 2025 -044 Accepting Donation From Arden Hills Foundation Matthew Johnson, Recreation Supervisor MEMO.PDF ATTACHMENT A.PDF Motion To Approve Appointment Of Interim Building Official Jessica Jagoe, City Administrator MEMO.PDF Motion To Approve Lease Extension With Marco Technologies For City Hall Copier/Printer Jen Estling, Deputy Clerk MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF ATTACHMENT D.PDF Motion To Approve Sponsorship Policy Jess Skalicky, Parks and Recreation Manager MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF Motion To Approve Payment Of Ramsey County Fleet Services April 2025 Invoice David Swearingen, 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 Quarterly Special Assessments For Delinquent Utilities Joua Yang, Finance Director Pang Silseth, Accounting Analyst MEMO.PDF Cable Franchise Extension Agreement Renewal Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF NEW BUSINESS Resolution 2025 -045 Adopting And Confirming Quarterly Special Assessments For Delinquent Utilities Joua Yang, Finance Director Pang Silseth, Accounting Analyst MEMO.PDF ATTACHMENT A.PDF Ordinance 2025 -002 Related To Cable Franchise Extension Agreement Renewal Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENT A.PDF UNFINISHED BUSINESS COUNCIL/STAFF COMMENTS ADJOURN Mayor: David Grant Councilmembers: Brenda Holden Emily Rousseau Tena Monson Kurt Weber Regular City Council Agenda June 23, 2025 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. Members of the public may attend a meeting in -person at City Hall or they may view the meeting remotely on the City ’s website using the below link. Meetings are also broadcast on Cable Channel 16 for those that live in Arden Hills. https://cityofardenhills.org/320/Watch - City -Meetings Some members may be participating in this meeting by interactive technology/remotely. This meeting will be streamed live on local Cable Channel 16 and available for playback on our website. CALL TO ORDER 1. 2. 3. 4. 5. 6. 6.A. Documents: 6.B. Documents: 7. 7.A. Documents: 7.B. Documents: 8. 8.A. Documents: 8.B. Documents: 8.C. Documents: 8.D. Documents: 8.E. Documents: 8.F. Documents: 8.G. Documents: 9. 10. 10.A. Documents: 10.B. Documents: 11. 11.A. Documents: 11.B. Documents: 12. 13. APPROVAL OF AGENDATCAAP/Rice Creek Commons UpdateJessica Jagoe, Interim City AdministratorPUBLIC INQUIRIES/INFORMATIONALThis is an opportunity for citizens to respectfully bring to the Council ’s attention any items which are relevant to the City. In addressing the Council, you must first state your name and address for the record. Comments shall be limited to three (3) minutes or less. Written documents or other materials should be handed to the City Clerk for distribution to the Council prior to or during the meeting. Council will generally not respond at the same meeting where an issue is initially raised by a member of the public but the Council may refer the issue to staff for further research and possible report or action at a future Council meeting. RESPONSE TO PUBLIC INQUIRIES PUBLIC PRESENTATIONS STAFF COMMENTS Transportation Update David Swearingen, Public Works Director/City Engineer MEMO.PDF Night To Unite Update Julie Hanson, Assistant to the City Administrator/City Clerk MEMO.PDF ATTACHMENT A.PDF APPROVAL OF MINUTES May 27, 2025 City Council Work Session 05 -27 -25 WS.PDF May 27, 2025 Regular City Council 05 -27 -25 -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 Joua Yang, Finance Director Pang Silseth, Accounting Analyst MEMO.PDF Motion To Approve Xcel Thermal Energy Network Demonstration Project Letter Of Support Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENTS A AND B.PDF Motion To Approve Resolution 2025 -044 Accepting Donation From Arden Hills Foundation Matthew Johnson, Recreation Supervisor MEMO.PDF ATTACHMENT A.PDF Motion To Approve Appointment Of Interim Building Official Jessica Jagoe, City Administrator MEMO.PDF Motion To Approve Lease Extension With Marco Technologies For City Hall Copier/Printer Jen Estling, Deputy Clerk MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF ATTACHMENT D.PDF Motion To Approve Sponsorship Policy Jess Skalicky, Parks and Recreation Manager MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF Motion To Approve Payment Of Ramsey County Fleet Services April 2025 Invoice David Swearingen, 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 Quarterly Special Assessments For Delinquent Utilities Joua Yang, Finance Director Pang Silseth, Accounting Analyst MEMO.PDF Cable Franchise Extension Agreement Renewal Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF NEW BUSINESS Resolution 2025 -045 Adopting And Confirming Quarterly Special Assessments For Delinquent Utilities Joua Yang, Finance Director Pang Silseth, Accounting Analyst MEMO.PDF ATTACHMENT A.PDF Ordinance 2025 -002 Related To Cable Franchise Extension Agreement Renewal Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENT A.PDF UNFINISHED BUSINESS COUNCIL/STAFF COMMENTS ADJOURN Mayor:David GrantCouncilmembers:Brenda HoldenEmily RousseauTena MonsonKurt Weber Regular City Council Agenda June 23, 2025 7:00 p.m. City Hall Address:1245 W Highway 96Arden Hills MN 55112Phone:651 -792 -7800Website:www.cityofardenhills.orgCity 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.Members of the public may attend a meeting in -person at City Hall or they may view the meeting remotely on the City ’s website using the below link. Meetings are also broadcast on Cable Channel 16 for those that live in Arden Hills.https://cityofardenhills.org/320/Watch -City -MeetingsSome members may be participating in this meeting by interactive technology/remotely.This meeting will be streamed live on local Cable Channel 16 and available for playback on our website.CALL TO ORDER1.2.3. 4. 5. 6. 6.A. Documents: 6.B. Documents: 7. 7.A. Documents: 7.B. Documents: 8. 8.A. Documents: 8.B. Documents: 8.C. Documents: 8.D. Documents: 8.E. Documents: 8.F. Documents: 8.G. Documents: 9. 10. 10.A. Documents: 10.B. Documents: 11. 11.A. Documents: 11.B. Documents: 12. 13. APPROVAL OF AGENDATCAAP/Rice Creek Commons UpdateJessica Jagoe, Interim City AdministratorPUBLIC INQUIRIES/INFORMATIONALThis is an opportunity for citizens to respectfully bring to the Council ’s attention any items which are relevant to the City. In addressing the Council, you must first state your name and address for the record. Comments shall be limited to three (3) minutes or less. Written documents or other materials should be handed to the City Clerk for distribution to the Council prior to or during the meeting. Council will generally not respond at the same meeting where an issue is initially raised by a member of the public but the Council may refer the issue to staff for further research and possible report or action at a future Council meeting.RESPONSE TO PUBLIC INQUIRIESPUBLIC PRESENTATIONSSTAFF COMMENTSTransportation UpdateDavid Swearingen, Public Works Director/City EngineerMEMO.PDFNight To Unite UpdateJulie Hanson, Assistant to the City Administrator/City ClerkMEMO.PDFATTACHMENT A.PDFAPPROVAL OF MINUTESMay 27, 2025 City Council Work Session05-27 -25 WS.PDFMay 27, 2025 Regular City Council05-27 -25 -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 PayrollJoua Yang, Finance DirectorPang Silseth, Accounting Analyst MEMO.PDF Motion To Approve Xcel Thermal Energy Network Demonstration Project Letter Of Support Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENTS A AND B.PDF Motion To Approve Resolution 2025 -044 Accepting Donation From Arden Hills Foundation Matthew Johnson, Recreation Supervisor MEMO.PDF ATTACHMENT A.PDF Motion To Approve Appointment Of Interim Building Official Jessica Jagoe, City Administrator MEMO.PDF Motion To Approve Lease Extension With Marco Technologies For City Hall Copier/Printer Jen Estling, Deputy Clerk MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF ATTACHMENT D.PDF Motion To Approve Sponsorship Policy Jess Skalicky, Parks and Recreation Manager MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF Motion To Approve Payment Of Ramsey County Fleet Services April 2025 Invoice David Swearingen, 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 Quarterly Special Assessments For Delinquent Utilities Joua Yang, Finance Director Pang Silseth, Accounting Analyst MEMO.PDF Cable Franchise Extension Agreement Renewal Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF NEW BUSINESS Resolution 2025 -045 Adopting And Confirming Quarterly Special Assessments For Delinquent Utilities Joua Yang, Finance Director Pang Silseth, Accounting Analyst MEMO.PDF ATTACHMENT A.PDF Ordinance 2025 -002 Related To Cable Franchise Extension Agreement Renewal Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENT A.PDF UNFINISHED BUSINESS COUNCIL/STAFF COMMENTS ADJOURN Mayor:David GrantCouncilmembers:Brenda HoldenEmily RousseauTena MonsonKurt Weber Regular City Council Agenda June 23, 2025 7:00 p.m. City Hall Address:1245 W Highway 96Arden Hills MN 55112Phone:651 -792 -7800Website:www.cityofardenhills.orgCity 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.Members of the public may attend a meeting in -person at City Hall or they may view the meeting remotely on the City ’s website using the below link. Meetings are also broadcast on Cable Channel 16 for those that live in Arden Hills.https://cityofardenhills.org/320/Watch -City -MeetingsSome members may be participating in this meeting by interactive technology/remotely.This meeting will be streamed live on local Cable Channel 16 and available for playback on our website.CALL TO ORDER1.2.3.4.5.6.6.A.Documents:6.B.Documents:7.7.A.Documents:7.B.Documents:8.8.A. Documents: 8.B. Documents: 8.C. Documents: 8.D. Documents: 8.E. Documents: 8.F. Documents: 8.G. Documents: 9. 10. 10.A. Documents: 10.B. Documents: 11. 11.A. Documents: 11.B. Documents: 12. 13. APPROVAL OF AGENDATCAAP/Rice Creek Commons UpdateJessica Jagoe, Interim City AdministratorPUBLIC INQUIRIES/INFORMATIONALThis is an opportunity for citizens to respectfully bring to the Council ’s attention any items which are relevant to the City. In addressing the Council, you must first state your name and address for the record. Comments shall be limited to three (3) minutes or less. Written documents or other materials should be handed to the City Clerk for distribution to the Council prior to or during the meeting. Council will generally not respond at the same meeting where an issue is initially raised by a member of the public but the Council may refer the issue to staff for further research and possible report or action at a future Council meeting.RESPONSE TO PUBLIC INQUIRIESPUBLIC PRESENTATIONSSTAFF COMMENTSTransportation UpdateDavid Swearingen, Public Works Director/City EngineerMEMO.PDFNight To Unite UpdateJulie Hanson, Assistant to the City Administrator/City ClerkMEMO.PDFATTACHMENT A.PDFAPPROVAL OF MINUTESMay 27, 2025 City Council Work Session05-27 -25 WS.PDFMay 27, 2025 Regular City Council05-27 -25 -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 PayrollJoua Yang, Finance DirectorPang Silseth, Accounting AnalystMEMO.PDFMotion To Approve Xcel Thermal Energy Network Demonstration Project Letter Of SupportJessica Jagoe, City Administrator MEMO.PDFATTACHMENTS A AND B.PDFMotion To Approve Resolution 2025 -044 Accepting Donation From Arden Hills FoundationMatthew Johnson, Recreation Supervisor MEMO.PDFATTACHMENT A.PDFMotion To Approve Appointment Of Interim Building OfficialJessica Jagoe, City Administrator MEMO.PDFMotion To Approve Lease Extension With Marco Technologies For City Hall Copier/PrinterJen Estling, Deputy ClerkMEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFATTACHMENT C.PDFATTACHMENT D.PDFMotion To Approve Sponsorship PolicyJess Skalicky, Parks and Recreation ManagerMEMO.PDFATTACHMENT A.PDF ATTACHMENT B.PDF Motion To Approve Payment Of Ramsey County Fleet Services April 2025 Invoice David Swearingen, 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 Quarterly Special Assessments For Delinquent Utilities Joua Yang, Finance Director Pang Silseth, Accounting Analyst MEMO.PDF Cable Franchise Extension Agreement Renewal Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF NEW BUSINESS Resolution 2025 -045 Adopting And Confirming Quarterly Special Assessments For Delinquent Utilities Joua Yang, Finance Director Pang Silseth, Accounting Analyst MEMO.PDF ATTACHMENT A.PDF Ordinance 2025 -002 Related To Cable Franchise Extension Agreement Renewal Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENT A.PDF UNFINISHED BUSINESS COUNCIL/STAFF COMMENTS ADJOURN Mayor:David GrantCouncilmembers:Brenda HoldenEmily RousseauTena MonsonKurt Weber Regular City Council Agenda June 23, 2025 7:00 p.m. City Hall Address:1245 W Highway 96Arden Hills MN 55112Phone:651 -792 -7800Website:www.cityofardenhills.orgCity 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.Members of the public may attend a meeting in -person at City Hall or they may view the meeting remotely on the City ’s website using the below link. Meetings are also broadcast on Cable Channel 16 for those that live in Arden Hills.https://cityofardenhills.org/320/Watch -City -MeetingsSome members may be participating in this meeting by interactive technology/remotely.This meeting will be streamed live on local Cable Channel 16 and available for playback on our website.CALL TO ORDER1.2.3.4.5.6.6.A.Documents:6.B.Documents:7.7.A.Documents:7.B.Documents:8.8.A.Documents:8.B.Documents:8.C.Documents:8.D.Documents:8.E.Documents:8.F.Documents: 8.G. Documents: 9. 10. 10.A. Documents: 10.B. Documents: 11. 11.A. Documents: 11.B. Documents: 12. 13. APPROVAL OF AGENDATCAAP/Rice Creek Commons UpdateJessica Jagoe, Interim City AdministratorPUBLIC INQUIRIES/INFORMATIONALThis is an opportunity for citizens to respectfully bring to the Council ’s attention any items which are relevant to the City. In addressing the Council, you must first state your name and address for the record. Comments shall be limited to three (3) minutes or less. Written documents or other materials should be handed to the City Clerk for distribution to the Council prior to or during the meeting. Council will generally not respond at the same meeting where an issue is initially raised by a member of the public but the Council may refer the issue to staff for further research and possible report or action at a future Council meeting.RESPONSE TO PUBLIC INQUIRIESPUBLIC PRESENTATIONSSTAFF COMMENTSTransportation UpdateDavid Swearingen, Public Works Director/City EngineerMEMO.PDFNight To Unite UpdateJulie Hanson, Assistant to the City Administrator/City ClerkMEMO.PDFATTACHMENT A.PDFAPPROVAL OF MINUTESMay 27, 2025 City Council Work Session05-27 -25 WS.PDFMay 27, 2025 Regular City Council05-27 -25 -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 PayrollJoua Yang, Finance DirectorPang Silseth, Accounting AnalystMEMO.PDFMotion To Approve Xcel Thermal Energy Network Demonstration Project Letter Of SupportJessica Jagoe, City Administrator MEMO.PDFATTACHMENTS A AND B.PDFMotion To Approve Resolution 2025 -044 Accepting Donation From Arden Hills FoundationMatthew Johnson, Recreation Supervisor MEMO.PDFATTACHMENT A.PDFMotion To Approve Appointment Of Interim Building OfficialJessica Jagoe, City Administrator MEMO.PDFMotion To Approve Lease Extension With Marco Technologies For City Hall Copier/PrinterJen Estling, Deputy ClerkMEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFATTACHMENT C.PDFATTACHMENT D.PDFMotion To Approve Sponsorship PolicyJess Skalicky, Parks and Recreation ManagerMEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFMotion To Approve Payment Of Ramsey County Fleet Services April 2025 InvoiceDavid Swearingen, 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 HEARINGSQuarterly Special Assessments For Delinquent UtilitiesJoua Yang, Finance DirectorPang Silseth, Accounting AnalystMEMO.PDFCable Franchise Extension Agreement RenewalJessica Jagoe, City Administrator MEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFATTACHMENT C.PDFNEW BUSINESSResolution 2025 -045 Adopting And Confirming Quarterly Special Assessments For Delinquent UtilitiesJoua Yang, Finance DirectorPang Silseth, Accounting AnalystMEMO.PDF ATTACHMENT A.PDF Ordinance 2025 -002 Related To Cable Franchise Extension Agreement Renewal Jessica Jagoe, City Administrator MEMO.PDF ATTACHMENT A.PDF UNFINISHED BUSINESS COUNCIL/STAFF COMMENTS ADJOURN Mayor:David GrantCouncilmembers:Brenda HoldenEmily RousseauTena MonsonKurt Weber Regular City Council Agenda June 23, 2025 7:00 p.m. City Hall Address:1245 W Highway 96Arden Hills MN 55112Phone:651 -792 -7800Website:www.cityofardenhills.orgCity 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.Members of the public may attend a meeting in -person at City Hall or they may view the meeting remotely on the City ’s website using the below link. Meetings are also broadcast on Cable Channel 16 for those that live in Arden Hills.https://cityofardenhills.org/320/Watch -City -MeetingsSome members may be participating in this meeting by interactive technology/remotely.This meeting will be streamed live on local Cable Channel 16 and available for playback on our website.CALL TO ORDER1.2.3.4.5.6.6.A.Documents:6.B.Documents:7.7.A.Documents:7.B.Documents:8.8.A.Documents:8.B.Documents:8.C.Documents:8.D.Documents:8.E.Documents:8.F.Documents:8.G.Documents:9.10.10.A.Documents:10.B.Documents:11.11.A.Documents: 11.B. Documents: 12. 13. Page 1 of 1 STAFF COMMENTS – 6A MEMORANDUM DATE: TO: FROM: June 23, 2025 Honorable Mayor and City Councilmembers Jessica Jagoe, City Administrator David Swearingen, Public Works Director/City Engineer SUBJECT: Transportation Update Budgeted Amount: Actual Amount: Funding Source: $ $ $ A verbal update will be provided at the City Council meeting. Page 1 of 1 STAFF COMMENTS – 6B MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers Jessica Jagoe, City Administrator FROM: Julie Hanson, Assistant to the City Administrator/City Clerk SUBJECT: Night to Unite Budgeted Amount: Actual Amount: Funding Source: N/A N/A N/A Council Should Consider Night to Unite will be held on Tuesday, August 5 from 5:00 pm to 9:00 pm. Background/Discussion Individuals interested in hosting a Night to Unite event are encouraged to register their gathering with the Ramsey County Sheriff’s Office (RCSO) by Tuesday, July 22. Registered parties may receive a visit from a deputy, fire department personnel as well as City and other community officials. The City has information about Night to Unite, including the link for online registration, available on our website’s main page under News and Announcements. Registration can be completed online at https://www.surveymonkey.com/r/8YWT6K. Residents can find more information about Night to Unite in general on the Ramsey County Sheriff’s Office webpage or by visiting ramseycounty.us and typing night to unite in the search field. They may also call 651-266-7339 to speak with someone directly. Residents wishing to donate school supplies can bring items to their local neighborhood event or drop the items off at the Ramsey County Sheriff’s Patrol Station located at 1411 Paul Kirkwold Drive between 8 am and 4:30 pm Monday, August 4 through Friday, August 8 (see Attachment A). Donations can also be dropped off at City Hall during regular business hours. A list of neighborhoods participating in Night to Unite will be sent to the City Council when it becomes available to staff (generally late July). The list will also be published on the City’s website. Budget Impact N/A Attachments Attachment A: School Supply Drive flyer S c h o o l Sup p l y N eeds August 4th through August 8th 8:00 am – 4:30 pm Ramsey County Patrol Station 1411 Paul Kirkwold Dr. Arden Hills, MN 55112 August 5th at your Night to Unite Party NEW supplies for local students, Kindergarten to High School Folders Crayons Markers Back Packs Calculators Loose Leaf Paper Colored Pencils Protractors / Compasses Noise Cancelling Headphones Glue & Glue Sticks Notebooks Pens & Pencils Highlighters Scissors Rulers Approved: June 23, 2025 CITY OF ARDEN HILLS, MINNESOTA CITY COUNCIL WORK SESSION MAY 27, 2025 5:30 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 City Council Work Session at 5:30 p.m. Present: Mayor David Grant, Councilmembers Kurt Weber, Emily Rousseau Brenda Holden and Tena Monson Absent: None Also present: City Administrator Jessica Jagoe; Public Works Director/City Engineer David Swearingen; Finance Director Joua Yang and Assistant to the City Administrator/City Clerk Julie Hanson 1. PUBLIC INQUIRIES/INFORMATIONAL None. 2. RESPONSE TO PUBLIC INQUIRIES None. 3. AGENDA ITEMS A. Flock Safety Cameras Discussion Undersheriff Jeff Ramacher and Commander Mike Hankee with the Ramsey County Sheriff’s Office (RCSO) began their discussion on Flock Safety Cameras. He understands the Council has some concerns about data. He said he will stand for any questions. Councilmember Rousseau said she was looking for a data privacy impact assessment. She would like a better understanding of Flock’s company structure. Who are they affiliated with? Do they have any “doing business as” companies? ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 2 Undersheriff Ramacher said Commander Hankee had sent some information to City Administrator Jagoe. Commander Hankee said that specific assessment wasn’t available. Flock has multiple levels of privacy and are in compliance with the UA and US standards. Undersheriff Ramacher asked if the concern is about the company. Councilmember Rousseau said she has three concerns. The first one is she wants to learn more about the vendor. The residents she has talked to don’t seem particularly excited about this. She is curious about what marketing presentation was given to North Oaks. She asked what would happen with the contract in the event there was a bankruptcy. They have 30-days of data that they could give to another organization before the contract could be cancelled. She also wants to see the body-worn camera bi-annual audits. She would like to discuss where the cameras are placed. North Oaks is getting one and paying for one. Arden Hills is getting three and paying for three, however, two of them are being placed on the border of Shoreview. Undersheriff Ramacher said Flock is the predominant vendor in law enforcement for License Plate Readers (LPR). They designed their software with law enforcement in mind. RCSO chose Flock because they are widely used in Minnesota and in the region. It is the most used platform by law enforcement, across the nation. LPR is regulated significantly by statute in Minnesota. LPR has been around for a several years but it is surrounded by the privacy controversy. He believes that has subsided significantly. This technology has been adopted by many cities. This technology is widely used in the private sector. This will make law enforcement investigations much more efficient. It will make our cities safer for the public. One of the reasons they are interested is they don’t have to add officers and Full Time Employees (FTEs). The profession of law enforcement is getting into technology such as LPRs and drones to help us better do their job. These are areas that RCSO is starting to invest in to become more efficient. The platform can be used by other law enforcement agencies when they have a valid law enforcement reason. Similarly, RCSO can request LPR data from other departments when there is criminal predicate in a case. He believes the stigma regarding privacy and big brother watching you, has subsided. The data that the plate reader collects is benign. It’s just numbers. It’s what they do with the data after it’s collected, that people may worry about. That’s no different than any other law enforcement data base. RCSO has had LPR technology in the sheriff’s office for several years. Seventy-five of the squad cars have LPR. This is just getting into the fixed camera market. They believe Flock is the best vendor to do that. They have been the most responsive company in complying with all the different data practices laws. Minnesota is very restrictive in that category. The law allows us to keep the data for 60-days, however Flock has a baseline deletion after 30-days. Councilmember Rousseau asked if he has talked to them about how the algorithm works. What if it’s a cloudy day? Her household has three drivers, in three vehicles, registered to one individual. How do they identify that? Undersheriff Ramacher said he is not a techie person so he doesn’t get into the weeds on algorithms. This company complies with Minnesota law. Their product captures benign data. RCSO has to determine criminal predicate, probable cause or reasonable suspicion in order to enter the data from Flock into any other data base. Flock requires a valid reason and case number before the data can be accessed. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 3 Councilmember Rousseau said those questions are generally answered in data privacy impact assessments. With the machine learning it’s important to make sure somebody is making a specific check. When law enforcement is involved, you are making a significant decision. Hopefully it is the person you are looking for vs. someone else that the machine has said, depending on where the technology is. Undersheriff Ramacher said the machine is only gathering a plate number and a picture. Councilmember Rousseau asked how they work with that at night or if the weather is bad. Undersheriff Ramacher said the cameras rely on the reflectivity of the plate. They are infrared cameras so they can read plates at night. He thinks the question is whether or not the camera and software makes mistakes reading an O vs. a zero. Councilmember Rousseau asked where the human component of that is. Commander Hankee said when a deputy gets a hit from Flock, they enter the license plate into their system. Undersheriff Ramacher said the way they use the system is reactive. The deputy is responsible for verifying the information after receiving a hit. If the camera made a mistake and there was an O in the plate, not a zero. When they enter that plate into their database to verify an alert, if the information is wrong, they stop. If it matches, they will go to the area, find the car, stop the vehicle and make an arrest. Mayor Grant asked for confirmation that there are 75 cameras in the squad cars. Undersheriff Ramacher confirmed there are 75. Not every car has an in-car camera system. Every car that patrols the contract cities have the system. Mayor Grant thinks if you put up a Flock camera, the sheriffs department can “be there” because it records a plate number and it can tell you where they’re heading. He thinks adding three LPRs is way cheaper than hiring three more officers. Undersheriff Ramacher said all of the contract cities have experienced some population growth in the last 5-10 years. He wants to use technology to police smarter, with the same amount of bodies. Mayor Grant said he agrees there is a magnitude of benefits with the Flock cameras. It equates to an officer sitting on the side of the road. It is more efficient and cost effective, while making our City safer. He wants to make sure the cameras are in the right places. Undersheriff Ramacher said the contract cities and surrounding cities are contiguous. They try to operate as one big city. The budget is parsed out based on formulas. He wanted the implementation of this to be fair to each city. The number of cameras each contract city receives is based on the portion of the budget they pay for. A camera that sits on one side of the street in Arden Hills is mutually beneficial to the Shoreview, North Oaks and all the other cities. His goal was to place the cameras in high traffic areas. He also has to place them where they aren’t discriminatory. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 4 Mayor Grant asked why he wouldn’t place a camera on Snelling. Undersheriff Ramacher said there are some limitations to where they can be placed based on right-of-way. The State doesn’t allow cameras on their right-of-way. Snelling, or Highway 51, is a State highway. Flock has said they are beginning to relax those restrictions. Councilmember Monson said these cameras are being pitched as a means to avoid hiring FTEs. She asked if they are still short staffed. Undersheriff Ramacher said their staffing levels were low during COVID. They are almost fully staffed, now. There was a challenge, for a few years, to get people to join the law enforcement profession, in general. RCSO was losing more officers than they were hiring because RCSO had remained stagnant while other departments were giving raises. The labor groups at the Deputy, Seargeant and Commander levels have settled their contracts and the pay increases will improve their ability to retain and recruit. Councilmember Monson asked if recruitment is better now, or has the loss just slowed? Undersheriff Ramacher said recruitment is better because they are able to offer a better wage. It hasn’t fixed the recruiting issue within the profession. Councilmember Monson inquired what metrics were used to determine when additional FTEs are needed. Undersheriff Ramacher said it is population driven. Councilmember Monson asked how much growth he has seen in call volume because of the cameras. Undersheriff Ramacher said it’s too early to tell. He said North Oaks and St. Paul have some cameras. There are three with the Sheriff’s office that are online with three more pending approval and St. Paul has a handful. Councilmember Monson said RCSO is starting the Flock expansion in the contract cities, not in the rest of the county. Undersheriff Ramacher said yes and no. RCSO is responsible as a primary police agency here. They know St. Paul is getting into the market. They are communicating about who is responsible for what. The primary police department in those cities should have the ownness of putting cameras in their cities. Councilmember Monson said it sounds like this is the only footprint to do Flock and the contract cities are it, and St. Paul, but nothing beyond that. Undersheriff Ramacher said no. There are conversations happening with the smaller entities in the County. They are being encouraged to expand the program. This is happening in the contract cities because this is clearly RCSO’s responsibility. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 5 Councilmember Monson said in 2024 Arden Hills had the second lowest number of “Crime A” calls. There was a 46% drop in 2022 in “Crime A” calls. There was a 25% drop in 2023. The calls are reducing and we’re second lowest. Her concern is that this is the start of needing more FTEs. She thinks the cameras will artificially drive up calls. She thinks this could create an artificial safety issue because they can cast a wider net. She said the City runs a tight budget. The fire department is having major growth right now. She is not saying this will happen, but she is worried that it could. Undersheriff Ramacher said our county is a very safe place to live compared to the other side of the river. Ramsey County has the smallest geographic footprint of all the counties. It’s also the most densely populated. There is a collective policing model on this side of the river that is one of the big reasons why crime is lower. RCSO is the fifth largest policing agency in the State of Minnesota. St. Paul is the second largest and the State Patrol is the third and they are headquartered in St. Paul. The BCA and the DNR have headquarters in Ramsey County. Our response times and the way they work collectively makes this area a place where criminals don’t want to come. Commander Hankee said any stops that result from the Flock LPR are crimes that have already occurred. If they’re coming into Arden Hills and we get an alert, RCSO is able to stop that vehicle before they are able to start prowling through vehicles. It is are preventing crime. Mayor Grant clarified that an alert will go to the officer’s computer or phone but it doesn’t go through dispatch. That’s not a dispatch event, in terms of the formula. Councilmember Monson understands that if someone is pulled over on 96, not going through our neighborhoods, it will be recorded. It will be somewhere in the data. Councilmember Weber asked if St. Paul pays RCSO for the cameras in their City. When the program is expanded to non-contract cities, will they have to pay? Undersheriff Ramacher he said Sheriff Fletcher is encouraging those cities to get into the LPR. He doesn’t know his philosophy on who will pay. Councilmember Weber said all the places he wants to place cameras is Ramsey County right-of- way. RCSO could go put them up today, at their own cost. He said the only thing he is asking of Arden Hills is to pay for the cameras. Undersheriff Ramacher said he is asking for buy-in because he thinks it’s important for the transparency. This has had some controversy and having the elected officials get behind it is important. It’s not just about the money. It’s about making the public comfortable with the concept. He has been in front of the other contract cities over the past couple of weeks. There have been very minimal discussions. There is a comfort level with the concept. It is important to him that Arden Hills has a comfort level, as well. This is a partnership. This city and its residents are valued. Councilmember Weber asked if RCSO is asking us to agree to the model that has been laid out. He wonders if we are locked in through 2030 ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 6 Undersheriff Ramacher confirmed. The city would be agreeing to the model and the growth that’s attached to the model. It will become a line item in the budget. Councilmember Weber said he believes the current contract with RCSO ends in 2029. The Flock contract would exceed the contract with the sheriff. He wonders what will happen if any of the contract cities decides not to renew the contract. Councilmember Holden said it should be written into the Flock contract that we are null and void if the RCSO contract is not renewed. Undersheriff Ramacher confirmed. That could be amended. Councilmember Weber said this is a County-wide initiative. That should be handled at the County level. He understands that will probably come at the cost of contract costs to the contract cities and to the general populus of the County. He can live with that. He said Arden Hills has no control over the camera, the data it collects or the costs in the long run. It’s not our camera. Commander Hankee said RCSO is the police department for Arden Hills. They are embedded in the community. Undersheriff Ramacher said he doesn’t want a model where RCSO just makes the decision and the cities have to live with it. That isn’t the way to do business. They have to gain public trust in a variety of ways. This is one of those ways. This is a topic that has had some “big brother” controversy, they want to be transparent. They want buy in and support from the cities. They know residents will come to the City Council to ask questions. They want that accountability. Councilmember Weber said if they want support, ask the contract cities for a resolution in support. This is a county wide initiative. He could argue that these cameras serve to catch people coming from St. Paul. Undersheriff Ramacher asked Councilmember Weber why he thinks crime rates are so low. He asked if he thinks it has anything to do with the police agency Arden Hills contracts with. Councilmember Weber said he is not condemning RCSO. He said the statistics prove that RCSO is providing us adequate policing. That doesn’t justify a city budget line item for cameras that the County is going to own and operate. Undersheriff Ramacher said what hears is “Our crime rate is already low and we don’t need to spend more money.” Councilmember Weber said he expects City contract prices and County-wide policing costs to increase because of this program. It is a County-wide initiative, not a City initiative. Undersheriff Ramacher said it is a City initiative because Arden Hills has to have some ownness of the responsibility to keep the City safe. Technology costs money and that cost has to be passed down to the residents. Councilmember Weber agrees with that and it should be passed down through our contract. We pay for police and that reflects our commitment to the safety of our residents. He resents the ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 7 implication that by not supporting Flock cameras that we some how don’t support the safety of our residents. Having it as a line item in the budget is a lot different than it being added to Ramsey County contract for cities and the Ramsey County policing, overall budget. Undersheriff Ramacher said it will be absorbed into that after it’s approved. This request is coming mid-budget cycle. It doesn’t have to be a separate line item. It will be in addition to the $1.75 million. City Administrator Jagoe said the term of the RCSO contract goes to December 31, 2029. She said the term of the Flock lease agreement for the cameras is still under discussion if it will be a 3 or a 5 year term. If there is a concern in regard to the duration of the lease agreement, maybe RCSO could look at some way to align it so the lease agreement terms out with the contract. Councilmember Weber asked if a contract city ceases to contract with RCSO, what are the costs to decommission the camera? Would the County absorb them into their own system? Commander Hankee said that Flock is a leased system. They have the hardware. Undersheriff Ramacher said when the hardware is updated, it’s done at their cost. They continually upgrade the hardware. Councilmember Weber asked if there is a removal fee for the cameras. Undersheriff Ramacher doesn’t think so, but he will check with the vendor. Councilmember Holden had an incident in her neighborhood that involved seven different policing agencies. She thinks the Flock system could have prevented that. In reference to the comment that it’s not our camera and not our data, she pointed out that RCSO is not our Staff either. We contract with RCSO. We don’t have say over the training or any other operational procedure. We contract with Metro-INET and they have access to our emails. We trust the people we contract with. The only information Flock uses is the license plate number of known criminal activity that had been previously entered into the system. Undersheriff Ramacher confirmed. The rest of the captures are 100% benign. Councilmember Monson said that is different from what Commander Hankee said the last time. Commander Hankee said it is capturing the data but it isn’t being fed back to RCSO. Councilmember Monson sought clarification. She said, if you don’t put in a license, RCSO will still get pinged for the domestic violence warrant that drove by. Commander Hankee said if a vehicle that is in the hot file with BCA drives past a camera, it will ping RCSO. Councilmember Monson said that is not the same as searching for a license plate and having the system dial in to search for it. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 8 Councilmember Holden said RCSO enters the data that creates the hot file. Councilmember Monson said that is the BCA. Commander Hankee said RCSO sends information to the BCA. Councilmember Monson said the BCA has a database. She said they don’t sit in the squad and type in the 6 digit license plate and search. They are pinged if a hot file is in the area and then RCSO goes to chase it. Commander Hankee confirmed. Councilmember Holden asked if that is true. Will they chase the car? Undersheriff Ramacher said the goal is to not chase. Councilmember Holden asked if they will run after every ping. Undersheriff Ramacher said they are notified that a car that they are looking for is in the area. Once they get the notification, they can use tactics to get the car stopped in a safe manner. Car chases do happen, but the goal is to minimize chases. This system is effective because it’s a reactive system and then, once notified, we transition to using proactive tactics, rather than being surprised, unprepared and getting in a chase. The RCSO carjacking and auto theft team started three years ago. That team has made major strides in how the mitigate car chases. The entire department is being taught at program called “Smart Pursuits”. They don’t want to chase. They’ll use LPR, trackers, drones, the State Patrol helicopter, they coordinate in order to prevent chases that could impact public safety. Councilmember Holden asked who receives the pings, is it just Ramsey County? Undersheriff Ramacher said whoever is on the Flock system. RCSO has to allow them to see the data. Once this system is in place, he anticipates Mounds View will ask to see the data. RCSO will allow it because it helps collectively keep the City safe. Councilmember Holden presented an example. Someone is driving on 96, passing through Arden Hills, heading towards Mounds View. Will Mounds View initiate the stop? Undersheriff Ramacher said it could be. He said Mounds View has 10-12 cameras in their city and they allow RCSO to see their data. Recently, two deputies got alerts on their phone. They coordinated with Mounds View and stopped the car without a chase and took someone into custody. That happened twice in an eight-hour shift. If an officer had just happened upon that vehicle, it could have turned into a chase. Councilmember Holden said we are getting more and more group homes, with increased police calls to those group homes. This has helped alleviate some of the issues we’ve had with those properties. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 9 Undersheriff Ramacher said it’s often used for missing persons, as well. If someone with Alzheimer’s or someone in a mental health crisis is missing, their plate can be entered, and officers will be able to stop the vehicle and mitigate the situation. Councilmember Holden agrees that the program should be a county-wide thing, but we aren’t set up to do that yet. Mayor Grant said we don’t own the cameras. We also don’t own the squad cars. He said it is true that they could just put the Flock cameras into the budget and the contract cities would pay for it as part of their policing service. He understands RCSO is here because they want this to be public facing, want to present the technology and have the cities feel comfortable. RCSO will pay for the installation of the cameras. The cities are being asked to pay for the lease of those cameras. The City budget for RCSO is $1.75 million per year. The cost of these Flock cameras is a fractional percentage of the total contract. These cameras will increase the cost effectiveness and the efficiency of our law enforcement. He recently was at a meeting where Mounds View gave a recount of the incident Undersheriff Ramacher just shared. They were amazed at how well it worked. They knew where the car was going, they apprehended the suspect, and it was over with no chase. This technology increases safety for the officers, too. Arden Hills is historically a low crime rate city. He attributes that to the fact that there aren’t a lot of through streets. You have to intentionally go into the little neighborhoods. If someone is passing through, it’s Snelling, 694, and 35W. He said our crime rate is low and he would like to keep it that way. He wants the most effective police department we can get. He thinks this is one way to do that. North Oaks also had positive things to say about their Flock system. Our neighboring cities are telling us this works. Councilmember Rousseau said her understanding is that 28% of the total General Fund Budget goes to RCSO. This program will cost, on average, $20,000 per year once this is built out. Over the last four years there has been a $100,000 increase per year for RCSO services. She said the cost of data is expensive. That’s probably why they only save it for 30 days. We only have 3,000 homes in this community. She asked if there will be signage identifying the cameras are a RCSO’s cameras? Undersheriff Ramacher said there won’t be a sign on the camera. Per the state statute, the location of the cameras are required to be posted. They are posted on the BCA website. Councilmember Rousseau asked if we could choose to put a sign on them, particularly if we are looking to deter people from coming into the community. Undersheriff Ramacher said we could. But that would be a discussion with the Sheriff. There are pros and cons to that decision. North Oaks chose to install signs but their use of cameras is a little different than what these are being used for. They are trying to mitigate people coming on to private roads. There is deterrent piece. Councilmember Rousseau asked if there was a commercial aspect to it because you are required to have a notice, in commercial aspects, if you are surveilling. Undersheriff Ramacher does not know that answer. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 10 Councilmember Rousseau is interested in making sure that people are aware that that is a camera. This data falls under 13.824 once it’s collected because of the law enforcement function. She asked if it is private data or non-public data. Undersheriff Ramacher believes it is private data. Councilmember Rousseau said if someone in her household owned three vehicles, could she go to the law enforcement agencies and request to see where her vehicle has been in the last 30 days. Commander Hankee said no. Councilmember Rousseau asked if there is any liability to the City if there is a data breach. Undersheriff Ramacher doesn’t think so but he can get confirmation from the attorneys. Councilmember Rousseau said she would like to see the audit on the body worn cameras. City Administrator Jagoe said there were two reports that came late in the afternoon and they were forwarded to Council right before the meeting. Undersheriff Ramacher confirmed. One of the reports was the body-worn camera audit and the other was the LPR audit. Councilmember Rousseau thanked him for sending that. She said it is nice when there is a way to point out there is a pattern of compliance with these technologies. Councilmember Monson said RCSO is not here seeking permission, they are just asking for payment. We don’t have to say yes. They can just install them. Undersheriff Ramacher said they could but he would like to qualify it by saying if Arden Hills was not comfortable, he would take that back to the Sheriff and he would ask how they want to proceed. Councilmember Monson said they are really here, just asking for payment mid-budget cycle. She assumes that is because they wanted to draw attention to it so we don’t tank the entire contract. Undersheriff Ramacher said not at all. Councilmember Monson asked why they brought it mid-budget. Undersheriff Ramacher said the technology has been around a while and it is emerging quite rapidly. RCSO felt they couldn’t wait until the next budget cycle. Councilmember Monson outlined that we will say yes or no, presumably they would abide by our yes or no. If we say yes, how does the contract work. Would the City have an individual contract that we can redline? Like would we have the option to have the cameras removed in two years, if we don’t like them? ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 11 Undersheriff Ramacher said decisions made with the contract cities are collective decisions. They are mutually beneficial decisions for all of the cities involved. He can’t think of a scenario where a city has come in after the fact and wanted to retract their position on a certain thing. If that were to happen, City Administrator Jagoe would be the conduit to talk to the other cities regarding what that looks like. They’ll consider anything. It’s typically not how decisions are made. They want to do things that are mutually beneficial for all the parties involved. Councilmember Monson said how we contract will be important. She wondered how the contract cities will be notified if Flock expands it’s capabilities, via AI, maybe they can see the color of the car, they can read the speed, facial recognition. Undersheriff Ramacher said that notice would come through the City Administrator. Councilmember Monson said at that point there should be a significant reconsideration. AI is going to get good at this. If we have data that can identify a series of things and the system gets hacked. Then what? Undersheriff Ramacher said he sat through an AI presentation. He agrees, it’s coming. Councilmember Monson said she has two major concerns. First, the contracting with the opportunity to decide if we want to continue after changes take place. Secondly, she is concerned that this is the first step to increased costs in policing. RCSO does a great job. She appreciates that we have low crime. That is attributable to them. This Council is very responsible when it comes to the budget. Between RCSO and the fire department, public safety is about 50% of the budget. She said the federal government hasn’t passed data privacy laws and a lot of states don’t have them. She wondered where the buck stops. Who is responsible for protecting the data? That’s the City Council and the County Commissioners. The agencies who are lower are usually the ones trying to protect people’s date. She feels like this is a victim of a bigger issue. She feels like her questions are all solvable, she just would like to hear those answers before proceeding. Councilmember Holden said she thinks the contract with Flock should state it reads license plates only. Then they would have to come to us to amend the contract if other capabilities become available. Undersheriff Ramacher agrees. He knows the AI is already out there. Councilmember Monson said she thinks companies are always looking for a way to expand their business. Mayor Grant said he would like to sort through all these questions. This small item, out of a $1.75 million per year contract is increasing the effectiveness and safety for RCSO. He’s okay with the cameras. He would like to give each Councilmember a chance to state if they are okay with Flock or not. Councilmember Monson said she just summarized her concerns. She wants to understand the data and contract pieces before saying yes. If we’re totally liable for breached data, it will swing which way she goes. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 12 Councilmember Rousseau thanked Undersheriff Ramacher and Commander Hankee for attending the meeting. She knows there are a lot of questions. She thinks she has a more comprehensive understanding of what’s happening than the Mayor does. Mayor Grant took exception to that comment. Councilmember Rousseau said she wants to know what’s going on in the contracts. She has concerns about systematic monitoring of these individual identifiers around the 24 cities in our metro area. She thanked them for providing information about the body worn cameras. This sounds like a shiny toy that may be nice to have but we don’t have an understanding what the metrics are, at this point. Councilmember Weber said he thinks this is bigger than the contract cities and it belongs at the County level. RCSO are the experts and they are more than capable of making that decision. It’s their right of way, it’s their cameras, it’s their information. He doesn’t support Flock. He appreciates tools that make their jobs easier but he doesn’t think this will have a significant impact for Arden Hills. He would like to see them move forward at the County level, with this. If it comes back to Arden Hills in billing through the contract, so be it. Councilmember Holden said we don’t know what happens if there is a data breach. Flock is a private company and she assumes they are more protective of their data than a County system or the BCA. She thinks Flock is a good idea. She noted the Mayor used to work in computer security. She thinks he has as much information on data security as other people at this table. Mayor Grant said there are two in favor. He heard Councilmember Weber say “so be it”. Councilmember Weber clarified he does not support Arden Hills moving forward with this. If the County wants to do it, they can do it themselves. Mayor Grant summarized the other two want more information and are unsure. Councilmember Rousseau asked if Undersheriff Ramacher or Commander Hankee will be staying for the Council meeting following this meeting to discuss the ICE activity in the community. Undersheriff Ramacher said that was not brought to his attention. He can speak to the incident. Councilmember Rousseau said some residents reached out with concerns about that activity. She said it seems like there is some uncertainty about the communication. Undersheriff Ramacher said RCSO was not involved. They weren’t contacted prior to it. They had to track down who was responsible for that. Through some partnerships, they were able to drill down and determine it was ICE. RCSO doesn’t work with ICE. There have been no requests for them to work with ICE. He said the Sheriff called Undersheriff Ramacher and several other from his leadership group. After several phone calls, it was determined it was the Federal Agents, not RCSO. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 13 Councilmember Rousseau asked if there is any way for them to communicate that to the cities when they hear about something like this. Just a communication stating there was no prior knowledge and we don’t know what happened afterwards. Undersheriff Ramacher asked how she would suggest that be communicated. Councilmember Rousseau said at the monthly meeting with the City Managers. Councilmember Weber asked if he could describe the incident, he hadn’t heard about this prior. Undersheriff Ramacher said all he knows is it was somewhere in the area of 35W and County Road E2. He doesn’t know the exact location or business. There was a jump out, several people were taken into custody, officers were described as wearing raid gear and that’s all he knows. Councilmember Weber sought clarification. People jumped out of one vehicle and surrounded another vehicle and pulled people out. Undersheriff Ramacher didn’t know if they surrounded a vehicle or went into a business. He didn’t know all of the circumstances. Councilmember Monson asked if they were labeled. Undersheriff Ramacher said he didn’t know. They should be. For officer safety, we would hope they were labeled. RCSO doesn’t often get pre-notification when Federal Agents do their work. They would like to be notified but it’s not uncommon that they don’t let RCSO know ahead of time. It’s also not common that Federal Agents are doing business in our contract cities. Mayor Grant again thanked RCSO for coming in to provide more information on Flock. Council recessed the work session at 6:53 pm. Council reconvened the work session at 8:55 pm. B. Public Works Design Manual – Lighting Public Works Director/City Engineer Swearingen introduced the discussion regarding the Public Works Design Manual Lighting Pallet. Arden Hills Public Works has a design manual. The TCAAP Redevelopment Code (TRC) references this design manual. It references a Lighting Pallet within that manual, that does not exist today. He has been working with Xcel, who provides the electrical for the City, to see what they provide for luminaires and pole styles. He has looked at what Xcel provided and compared it to the TRC. He has narrowed it down to what is acceptable for lanterns and pole styles, relative to streets and trails. He shared the cost estimates. He noted the budget impact portion of the memo has cost estimates for the lighting type and combination. There are two payment options. There is a pre-pay option and a standard service. The pre-pay option has a higher initial cost for installation but there is a lower monthly rate. After 25-years, if anything goes wrong with the pole, even if the just the lamp goes out, we would be required to do a full replacement with full cost to the City. That would start another 25-year timer. With the standard service, there is a lower initial installation, higher monthly rate but it has a full ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 14 replacement and full maintenance covered for the extent of the service agreement. He stood for questions. Councilmember Weber asked if Xcel would own and insure these if they are hit by a car. Public Works Director/City Engineer Swearingen confirmed. It is their equipment. The street light combination is already known. He is seeking direction on the trail lighting. He said style A can only be combined with a traditional lamp. Styles B and C are more decorative poles that can have a lantern or the modern style luminary. First discussion should be to determine if Council would prefer fiberglass or a more decorative pole. Next would be to discuss the payment option. The decorative poles are only available with the pre-pay option. If Council choose the fiberglass pole, either payment option can be chosen. Councilmember Weber asked for explanation about the table on the last page of the agenda information. He said it outlines $10,000 initial cost, with $792 a month is $33,000. Is that the replacement cost would be in year 26? Public Works Director/City Engineer Swearingen confirmed. He calculated that by taking the $10,000 initial cost and added 3% inflation over 25 years. He said an LED lamp lasts anywhere from 10-15 years. You can assume something will happen with the light around the 25-year mark and Xcel will say full replacement is needed. It could last 30 or 40 years, but there’s no way to know for sure. With hundreds of poles out there, we should assume worst case scenario for budget. Councilmember Weber asked why there is no 3% inflation included in the standard service. Public Works Director/City Engineer Swearingen said the City will never pay for the full replacement of the pole with the standard service. The City would pay for the initial installation and then for the life agreement, repairs and replacement will be covered. For trail lighting, that only applies to the fiberglass pole. Councilmember Holden asked where the $33,000 came from. Public Works Director/City Engineer Swearingen said it is the initial cost, plus the monthly rate. He assumed replacement costs at year 26. After 25 years it’s the City’s responsibility to replace the entire unit, if anything goes wrong. That can be a lamp going our or a car striking the pole. Councilmember Holden asked why the standard service isn’t higher. Public Works Director/City Engineer Swearingen said standard service, we don’t need to account for replacement costs. It’s fully covered by Xcel for the life of the agreement. Councilmember Holden asked what happens when the agreement ends. Public Works Director/City Engineer Swearingen said if the light is there, the agreement is in place. Unless the City removes the unit completely. Councilmember Weber asked if there is a removal fee. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 15 Public Works Director/City Engineer Swearingen doesn’t know that answer. Councilmember Monson said with hundreds of lights in the City, of course they are going to charge something to remove. Mayor Grant asked if Staff has a recommendation for pre-pay vs. standard service. Public Works Director/City Engineer Swearingen it depends on if we want decorative or fiberglass. The standard service, over the long run, will cost the City a lower amount. Councilmember Holden asked if that would be covered by TCAAP. Mayor Grant thinks it has to be built in. Public Works Director/City Engineer Swearingen confirmed. There could be language in the development agreement to cover the costs. Councilmember Weber said ultimately the City is responsible unless there is an HOA rider. Public Works Director/City Engineer Swearingen confirmed. The City will be billed by Xcel. How those costs are distributed is yet to be determined. Mayor Grant said if we want a better looking pole, the aluminum would be better. Public Works Director/City Engineer Swearingen said the aluminum pole has already been selected for the street lighting. The decorative trail lighting options are style B or C in the packet. However, those are only available with the pre-pay option. Mayor Grant said only B and C are aluminum. Public Works Director/City Engineer Swearingen confirmed. Councilmember Weber asked if the fiberglass options are style A and style B. Public Works Director/City Engineer Swearingen said style A is fiberglass and style B is decorative. Councilmember Holden asked if the one foot height difference matters as far as vandalism. Public Works Director/City Engineer Swearingen confirmed that the main difference is the height and they do allow for up to 18 feet in the TRC. Councilmember Weber said the biggest difference is the service agreement not being available on the aluminum ones. He thinks that’s the biggest question Council should be asking, depending on how this gets paid for. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 16 Mayor Grant said we also want to factor in that we want TCAAP to look nice. Beauty is in the eye of the beholder. He knows these fiberglass are popular but they don’t really have a quality look to them. Councilmember Holden agrees. They look like plastic. City Administrator Jagoe said if Council cares about the color, only some of the fixtures come in federal green. So if Council prefers green vs. black or bronze, there are color distinctions within the pole/fixtures. Councilmember Monson would prefer to have a nicer looking one but she doesn’t know who’s paying for it. If it’s not us, do the nicer looking one. If it is us, she’d have to re-think it. Councilmember Holden said it shouldn’t be us. Councilmember Weber asked if there is any specific need for trail lighting anywhere in the City. What we do here is going to apply, at least until it gets amended. Councilmember Holden said this the TRC. Councilmember Weber said it is applicable to the entire City. Public Works Director/City Engineer Swearingen confirmed. It will be in the Public Works Design Manual, which is referenced in the TRC. No amendments are needed in the TRC. Councilmember Weber said it doesn’t have to be permanent. It could just last through the initial development. Councilmember Holden asked which type of base would be easier for Public Works to maintain around it when mowing. Public Works Director/City Engineer Swearingen noted there wasn’t really a difference. He wanted to add that within the TRC it states that lighting should be provided along the spine road, collector and collector wooded trails. The language should be provided and it will be up to the JDA to decide if it is included in those designs. Councilmember Holden said that’s a county road we can’t put lights there. Public Works Director/City Engineer Swearingen said we can. They just are clear that it’s the City’s responsibility. Councilmember Weber would support federal green, in any style with the aluminum pole, at least temporarily until Rice Creek Commons can take hold. We aren’t putting lights in anywhere else. We could always re-address this later. Councilmember Holden likes the Columbus, in either black or dark brown. She likes that they are 15 feet tall. Councilmember Monson is okay with that. She asked if Council likes the traditional lantern. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 17 Mayor Grant asked if we want brown or black. Councilmember Monson asked if we could let whoever comes in pick a color. Public Works Director/City Engineer Swearingen said that’s fine. Councilmember Monson said do we then just pick the top or can we just say we want a decorative pole. City Administrator Jagoe asked if it matters that neighborhoods have different fixture heads, for consistency. Councilmember Holden said the Creek is totally separate from the Hill. She thinks if the homes are higher end they may want nicer lights. She doesn’t agree it has to be the same all the way through. City Administrator Jagoe said if Council doesn’t specify, just know that the developer may pick different options within neighborhoods. Councilmember Weber said it makes sense to establish a choice for the main thoroughfares and then, by approval, for the neighborhoods. Council will still be able to deny it if they clash. Councilmember Holden said this is going in the manual. Public Works Director/City Engineer Swearingen sought clarification. Council will make the decision on the spine road but leave the decision to the developer in the neighborhoods. Councilmember Weber said it sounds like we have to make the decision for the spine road. Public Works Director/City Engineer Swearingen said by narrowing it down to the one choice, that would be the only option for the spine road. Councilmember Holden wants the Columbus for the spine road. Councilmember Monson said it looks like there’s only one for the street. Councilmember Holden said this is for the trails. Public Works Director/City Engineer Swearingen said the only other pole that gets the height would be the wood pole. Discussion ensued over the different pole and lantern types outlined in the packet and how different developers may want something different in the neighborhoods vs. what Council decides for the trails. Public Works Director/City Engineer Swearingen stated the yellow boxed items in the agenda packet are trail lighting. We’re just deciding trail lighting. The street lighting is the green and that is what it is. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 18 Councilmember Holden said she wants the Columbus pole and she thinks Council should also pick the top. She likes the traditional. Councilmember Monson agrees. She likes the traditional over the lantern. Mayor Grant thinks they should have the acrylic lens. Public Works Director/City Engineer Swearingen said the options for the street light the option is dark brown or black. Council agreed on black. Mayor Grant said the design manual could change. Public Works Director/City Engineer Swearingen said the last question to clarify for the street light is pre-pay or standard service. In this case he thinks standard service would make sense. C. Proposed Booster Station (TCAAP) Public Works Director/City Engineer Swearingen presented the information for the proposed booster station. This would be constructing an additional booster station at the south tower. He provided an attachment with the full study of the water distribution modeling results. The recommendation is to have the new booster station be constructed at the same time as the spine road. It’s important to get ahead of that design. We have to make sure this station is integrated with the existing system. Staff recommendation is to proceed into design and have bidable plans ready to be flexible with the timing of the spine road. Within the study it states that this booster station can be used for the City today, as a redundant system. The booster station we have now feeds our north tower, which creates that northern pressure zone. If anything were to happen to that 16” trunk main, from the booster station, we’d be working against time to fix the issue before the north tower drains. This booster station would allow for a redundant system in case there were any issues with that 16” trunk main. It would be a redundant system for right now but it is needed for TCAAP. Councilmember Holden doesn’t want to get this confused with regular and TCAAP. TCAAP needs to pay for this. She asked what the engineering costs will be. She asked if $250,000 is right. Public Works Director/City Engineer Swearingen said he knows it’s slightly less than that, but he added some contingency in there, not knowing if there will be further design needed with the SCADA. Councilmember Holden said we don’t have SCADA. Public Works Director/City Engineer Swearingen said we have SCADA that talks to the booster and the towers today. We will need to make sure it integrates with this system. Councilmember Holden asked where the money is coming from. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 19 Public Works Director/City Engineer Swearingen said he assumed it will be similar to how we have been budgeting for the Roseville trunk main improvements. Anything that is considered a directly TCAAP improvement will come from that. Mayor Grant said the Water Fund has at least $1.4 million, maybe $1.5 million. Finance Director Yang asked if he was talking about the specific project. Mayor Grant said the Enterprise Fund called Water. Finance Director Yang asked if he meant Fund Balance. Mayor Grant confirmed. Councilmember Holden thought it was a million over what the meters were going to cost. Councilmember Monson asked, in terms of the studies that were completed, are there any differences based on growth of population. Is this sufficient to carry that increase. Public Works Director/City Engineer Swearingen said this was based off of the latest known densities. It included the 2,500 maximums. The biggest change from the earlier design is the sizing of the tower is reduced by 0.25 million gallons. Councilmember Holden asked if the booster station needs to go in at the same time as the spine road. Public Works Director/City Engineer Swearingen said it takes about 18 months to construct an operational booster station. The project should be timed with the spine road. Councilmember Holden clarified she wonders if the booster station can go in last. Can all the pipe be laid before the booster station is installed. We don’t know if there will be a 429 or how we’ll cover the cost. The booster station, itself, is the most expensive thing. Can the booster station be connected after the fact? Public Works Director/City Engineer Swearingen said the booster station needs to be in place before any development occurs. Councilmember Holden said there is no development right now. Can the booster station go in last, after all the piping. Public Works Director/City Engineer Swearingen said it still takes 18 months to construct regardless of if we build the spine road and all the piping first. The booster station itself would still be 18 months out. Councilmember Weber has a couple of concerns. This is recommending an altitude valve in the north water tower. That will go in when the new water tower goes up in Rice Creek Commons. This has to come first. In this budget proposal of $1.5 million doesn’t include the tower or the altitude valve. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 20 Public Works Director/City Engineer Swearingen said the reason the altitude valve is needed is because the booster station creates so much pressure that it starts feeding the north tower, as well. It would be a part of this design work. Councilmember Weber asked if that is scoped. Public Works Director/City Engineer Swearingen confirmed. Councilmember Weber said that is good to know. That is $150,000 back in our pocket if this fits into the budget. He said there was a huge gap in testing of the hydrants. Half of the testing for the modeling was done in 1990 and the other half was done in 2019, from what he can tell. This report brings that up as a concern about whether or not we can trust the results of the model based on how outdated those tests are. He read that in 2019 the recommendation was to test every year, or a least update the model. He said there has been a long gap without testing the hydrants for pressure and flow. Is there a plan to start updating this model yearly? What does it cost to do hydrant flow testing? Public Works Director/City Engineer Swearingen said the intent when this was scoped out with the County was to have a water model included in that work. Bolton and Menk were satisfied with these results, without doing a full city-wide modeling. They were trying to focus it on what is needed for TCAAP. Then they will focus on the booster station and the tower. The information they had, and knowing the improvements we are doing with Roseville by making those connections at the roundabout, they put that in their model and ran the numbers. One of the tables is a direct comparison from their model vs. the previous model. They didn’t do any field hydrant testing. Councilmember Weber said then they say this is their recommendation but it might be wrong, based on the testing data being severely outdated. He appreciates that we can move forward with modeling and get an idea coming into it. Having a rider on there that says they could be totally wrong is very concerning when we’re talking about $1.5 million for a booster station and the reduced size of the future water tower. How much would it cost to do some hydrant testing so we can verify this model before we commit to millions of dollars? Public Works Director/City Engineer Swearingen doesn’t have that number off the top of his head. He would have to make some contacts with his resources to calculate that. He has seen the AE2S study since he’s been here. It’s a program but we haven’t had the time to do this annual type of modeling, as recommended. He would like to get the pressures updated too. We have to do a constructability water model for Roseville’s watermain project so we can see how to construct that trunk main without dropping the pressure within the city. That is a scope of work on his list to reach out to a consultant to give a proposal for that. He may be able to lump in some hydrant testing. Councilmember Weber said he would like to shore up this data a little more before we commit a ton of money. Mayor Grant asked how long Public Works Director/City Engineer Swearingen would need to validate the numbers. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 21 Public Works Director/City Engineer Swearingen said he can request Bolton and Menk to do some further modeling and hydrant testing within this design. The water modeling would take two weeks to coordinate. Mayor Grant asked for confirmation we would add two weeks to the entire thing. Public Works Director/City Engineer Swearingen confirmed. Mayor Grant said once they get started after they have resources. If we tell TCAAP this will take 3-6 months, that would be an issue. Councilmember Holden asked if we have talked to the fire department. She thinks the complaints of low pressure has gone away since the Roseville connection was completed. Mayor Grant said the Roseville connection and there was another on Bethel. He thinks the Bethel redundancy was put in prior to that study. Public Works Director/City Engineer Swearingen confirmed. That Bethel watermain line was put in in 2018 and the study was done in 2019. Mayor Grant said if it’s only a two week effort, there can’t be that much cost. Public Works Director/City Engineer Swearingen said it can depend on if they have existing data they can plug in. Councilmember Weber repeated that he does not want to see a model where they are saying it may or may not be correct. He understands caveating your work with some protection, in case you’re wrong. This is a big investment for our city. Mayor Grant added we have a higher residential level than previously. That changes things. He doesn’t know if commercial or residential use more water. Councilmember Weber thinks it’s commercial. That may be why they downgraded the size of the tower. Multi-family aren’t always watering lawns but almost all commercial properties do all the time. Mayor Grant would like to be updated with the overall cost of trunk utilities, tower and anything else that is in the Joint Powers Agreement, that is City responsibility and expense. It’s been several years since he’s seen updated numbers. Public Works Director/City Engineer Swearingen just got the latest trunk utilities estimates this morning. This is based off of the latest 60% design. The watermain trunk utilities is just over $1.25 million. He said a 20% contingency should be added to utility numbers. The sanitary sewer trunk main is $2.6 million. That includes the lift station. The water tower is $7 million. The Roseville trunk main improvement is up to $800,000. Councilmember Holden asked what size the water tower is. Public Works Director/City Engineer Swearingen said 0.75. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 22 Councilmember Holden asked what the is difference between 0.75 and a million gallons. Public Works Director/City Engineer Swearingen said the $7 million came from an estimate in 2022. At that time there was one water tower being built in the south metro where it was $7 million for a million-gallon tower. Councilmember Monson asked what we are waiting for. Is it just confirming the old data? Public Works Director/City Engineer Swearingen said he would propose to add that scope of work to the additional modeling that they will be doing for the altitude valve. We could include additional scope to do the hydrant testing to support the model. Councilmember Monson is interested in the information Finance Director Yang found. Finance Director Yang said the Water Fund is at $3.3 million as of the end of 2024. It is in a healthy fund balance position. Councilmember Holden asked how much the meters will cost. Public Works Director/City Engineer Swearingen said the meters are right around $1.5 million. That is a separate discussion. If we’re going to improve our meters we should have that decided before we start installing meters. We’ve been watching the replacements and there isn’t a spike. It’s been steady for replacement and repairs. The meters are around 30 years old and are at the end of their useful service life. We just aren’t experiencing the failure rate you may typically expect. We need a whole new metering system for TCAAP. He wouldn’t want to put outdated meters up there, only to have to replace them in a short while. He would like to do some research on newer technologies. Councilmember Monson summarized there is roughly $1.8 million left in the Fund after the meters. She asked if he wants to take the $250,000 for engineering services and add scope to test the water. Public Works Director/City Engineer Swearingen thinks the additional scope would fall within the $250,000. Council agreed to move forward with the additional scope. D. 75th Anniversary Planning Subcommittee Discussion This item was not discussed. E. Twin Cities Gateway Funding Discussion Mayor Grant had a conversation with Twin Cities Gateway and they said the City could retain a little bit, because you can’t spend every dollar by the end of the year. He said the City could maintain 20%. We could earmark that 20% for the 75th Anniversary. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 23 Councilmember Holden asked for clarification that we can carry over 20% of 2025 money and spend it in 2026. Mayor Grant confirmed. He said that is about $4,000. That’s nice seed money for the event. It can be used to advertise and promote the event. He said we have right around $20,000. If we take away 20%, we’re down to $16,000. In the past we have given it to Rib Fest. There is discussion of using if for the Ice Swim. The Norwegian Foot March is sponsored by the ROTC. If the House of Norway will promote the event, we could give money to them. Councilmember Monson thought Council had previously discussed this to include the Ice Swim and the Norwegian Foot March. Mayor Grant confirmed. Councilmember Weber would support giving each event $5,000. Mayor Grant said he talked to Twin Cities Gateway about the possibility of them funding the Ice Swim with $1,000 from their own money because it’s a new event. Councilmember Weber supports splitting the money equally between Rib Fest, Norwegian Foot March and the Ice Swim. Councilmember Monson would like to substantially support the Ice Swim. Councilmember Holden agreed. She would like to see the Ice Swim continue to be held in Arden Hills. Councilmember Weber said that is fair, but there is a lot of potential for the Norwegian Foot March, as well. It’s a great event and he thinks people will have a great time there, if they know it’s happening. Councilmember Monson would support giving half of the funds to the Ice Swim with Rib Fest and the Norwegian Foot March getting a quarter of the remaining amount. Councilmember Holden said $4,000 is a lot for the House of Norway. Councilmember Monson asked if Council would prefer $10,000 for the Ice Swim, $4,000 for Rib Fest and $2,000 for the Norwegian Foot March. She asked if Rib Fest is a worthwhile endeavor. Mayor Grant said they should acknowledge that we’re contributing. Councilmember Holden said the National Guard really appreciates our contribution. Councilmember Weber would like to see more go to the foot march. Councilmember Holden said the money has to go towards marketing the event. ARDEN HILLS CITY COUNCIL WORK SESSION – MAY 27, 2025 24 Councilmember Weber said they have made it clear their focus it to get people in there. They have the captive audience of the ROTC. They want to get more people in there. Mayor Grant said we can’t give it to the ROTC. Councilmember Holden added they are a volunteer organization. They will probably give them more next year. She said in the event some of the money goes unused, we could buy something for the 75th Anniversary. Some kind of trinket. Councilmember Weber said if anything is left, we can give that additional amount to the Ice Swim. Councilmember Holden said we need to make sure the Ice Swim will still be in Arden Hills. Councilmember Weber said he thinks this is how we can make sure it stays here. Councilmember Monson said we can have that discussion later, if we find ourselves in that situation. Councilmember Holden said she wants to make sure we have some kind of trinket in mind for the 75th. F. Agenda Planning This Item was not discussed. G. Rice Creek Commons/TCAAP Discussion This item was not discussed. 4. COUNCIL COMMENTS AND STAFF UPDATES None. ADJOURN Mayor Grant adjourned the City Council Work Session at 9:53 p.m. __________________________ __________________________ Jennifer Estling David Grant Deputy Clerk Mayor Approved: June 23, 2025 CITY OF ARDEN HILLS, MINNESOTA REGULAR CITY COUNCIL MEETING MAY 27, 2025 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, Tena Monson, Emily Rousseau and Kurt Weber Absent: None Also present: City Administrator Jessica Jagoe; City Attorney Greta Bjerkness; Public Works Director/City Engineer David Swearingen; Finance Director Joua Yang and Senior Planner Elena Fransen PLEDGE OF ALLEGIANCE 1. APPROVAL OF AGENDA Councilmember Monson requested Item 11A be moved to the Consent Agenda as Item 8D. Councilmember Weber requested Item 8C be pulled from the Consent Agenda for discussion as Item 9A. MOTION: Councilmember Monson moved and Councilmember Weber seconded a motion to approve the meeting agenda as amended. The motion carried (5-0). 2. TCAAP/RICE CREEK COMMONS UPDATE City Administrator Jagoe stated the Energy Advisory Committee met on May 16th. Representatives from Ever-Green Energy and LHB provided an overview of their Clean Energy Analysis final report and District Energy. They reviewed the scenarios modeled which were Community District Energy or Decentralized Electric as well as the organizational structure and financing options of these scenarios from this November 2024 report. JDA staff will be working to identify next steps needed for direction from the Joint Development Authority which will be brought forward at a future meeting. ARDEN HILLS CITY COUNCIL – MAY 27, 2025 2 On May 21st, the JDA Advisory met with Alatus to continue discussions on Development Agreement terms. Alatus has proposed new purchase and sale agreement terms for consideration of the California parcel at one time rather than in tranches. Discussion continued with the JDA Advisory on the mass grading scope of work, timing of grading and terms for financial security. An updated development plan is to be provided by Alatus showing the vertical construction phasing by neighborhood. Alatus is additionally to provide information on their proposal for performance security for the Development Agreement. The next Joint Development Authority meeting will be Monday, June 2nd. Advisory committee meetings as they are scheduled, will continue to be posted on the City’s website. Councilmember Holden asked if Alatus had responded to the JDA’s request for information. City Administrator Jagoe explained Alatus provided a development plan that included the takedown of the property in tranches. She reported the proposal was to now take down the property in one and the JDA Advisory Committee has requested a development plan that times out with the new proposal. Councilmember Holden reported Alatus had previously proposed to take down the property all at once and then changed the plan. She inquired if the new plan was a stall tactic. City Administrator Jagoe stated she could not speak to this being a stall tactic, but noted the take down of the property as one or in tranches has been discussed. Councilmember Holden asked if Ryan Companies has spoken with the Army or the MPCA to discuss geothermal. City Administrator Jagoe explained she was uncertain of what conversations Ryan Companies has had with the Army or MPCA, but as part of the permitting, Ryan Companies will have to go through the proper approval process. Councilmember Holden expressed concern with the fact everyone was saying this project would have geothermal, when Ryan Companies does not have permission to drill. Councilmember Monson commented there has been back and forth when it comes to the structure of the developers purchase agreement. She indicated this continues to be a threshold question and the JDA was waiting for clarity. She explained if the land was taken down all at once, the County needs to have a way to take the land back if Alatus was not performing, which was complicating matters. Mayor Grant expressed concern that the developer was not able to articulate whether or not the development would be taken down at once or in tranches. He stated it would be incredibly difficult to draft a development agreement without this information. He reported it was his understanding that in 2026, the County wants to build the spine road. He asked if the County wanted to do this outside of having a development agreement. He believed this action should only be taken if there was a firm foundation with Alatus and a development agreement in place. ARDEN HILLS CITY COUNCIL – MAY 27, 2025 3 Councilmember Monson explained the County does not believe a development agreement has to be in place in order to move forward with the spine road. She commented on the value of having the spine road in place for access purposes prior to development. Mayor Grant stated he understood the County’s desire to put a road in to spur development. He noted in 2017, he and Councilmember Holden were on the JDA and the City agreed with the County to put in the road between County Road H and County Road I. He indicated the County paid for this roadway. He commented further on how the County was more able to take on the financial burden of the spine road than the City. 3. PUBLIC INQUIRIES/INFORMATIONAL None. 4. RESPONSE TO PUBLIC INQUIRIES None. 5. PUBLIC PRESENTATIONS None. 6. STAFF COMMENTS A. Transportation Update Public Works Director Swearingen reported the plastic bollards have been reinstalled along Lake Johanna Boulevard by Ramsey County. Public Works Director Swearingen stated Johanna Shores was undergoing a parking lot rehab this week. He anticipated this project would be completed by the end of the week. 7. APPROVAL OF MINUTES None. 8. CONSENT CALENDAR A. Motion to Approve Consent Agenda Item - Claims and Payroll B. Motion to Approve Professional Services Agreement Amendment No. 3 with SRF Consulting Group – Old Highway 10 Trail Project C. Motion to Approve Development Agreement – 1700 Highway 96 W – Trident Development – Planning Case 24-018 D. Motion to Approve Resolution 2025-042 Approving a Variance at 3609 Pascal Avenue – Planning Case 25-002 MOTION: Councilmember Holden moved and Mayor Grant seconded a motion to approve the Consent Calendar as amended and to authorize execution of all necessary documents contained therein. The motion carried (5-0). ARDEN HILLS CITY COUNCIL – MAY 27, 2025 4 9. PULLED CONSENT ITEMS A. Motion to Approve Development Agreement – 1700 Highway 96 W – Trident Development – Planning Case 24-018 Senior Planner Fransen stated on January 13, 2025, the City Council approved a Master and Final Panned Unit Development, Final Plat, Site Plan Review, Conditional Use Permit and Easement Vacation for Trident Development (“Developer”) at 1700 Highway 96 W. The project was approved with 33 conditions. The project would subdivide the property into two conforming lots, to facilitate construction of a 162,819 square foot, 119-unit multiple family dwelling on an approximately 41.10-acre property, and construct additional parking for the existing house of worship. Senior Planner Fransen reported on April 28, 2025, the City Council reviewed a request to modify language in the Conditions of Approval in Resolution 2025-007 based on the Planning Case approval. The nature of the request was to modify Condition 28, which established that the Developer would be responsible for the cost and installation of 1,373 linear feet of trail along Snelling Avenue and within Snelling Avenue right-of-way, adjacent to the Subject Property, to serve as a connection to Royal Hills. The Developer proposed to make a financial contribution toward the cost of the trail in place of bearing the total expense of the 1,373-foot trail as referenced in Condition 28. The Developer also requested updated language to Condition 29, which references a 396-foot trail segment associated with the Development. The City Council tabled this item for review at the next Council meeting. At the May 12, 2025, City Council meeting, the Council approved Resolution 2025-040 and proposed language to modify Resolution 2025-007. The City Council approved amending Condition 28 to read: 28. The Applicant shall contribute $200,000 to the cost of installing a trail along Snelling Avenue and within Snelling Avenue right-of-way to serve as a connection to Royal Hills Park. The City shall complete the construction of the trail. Trail costs in excess of $200,000 will be paid by the City using funds from the Applicant’s park development fee. Senior Planner Fransen reported the City Council also struck Condition 29 of Resolution 2025- 007. This project requires a Development Agreement between the City and the Developer before the development permits can be issued. The City Attorney has prepared the Agreement reflective of both resolutions and the document has been reviewed and approved by the Applicant and staff. Mayor Grant reported the development agreement was drafted by the City Attorney. He asked if the City Attorney had any comments regarding the development agreement. City Attorney Bjerkness stated the development agreement before the Council was the product of many months of work with the developer. She noted she was available for questions or comments from the Council. Councilmember Weber reviewed Condition 10 on Page 29 within the development agreement and stated he did not believe the City should be dictating turning movements onto a County road. He stated the Planning Commission recommended the turning motion language be struck entirely and that the County be allowed to determine how County roads are accessed. ARDEN HILLS CITY COUNCIL – MAY 27, 2025 5 Public Works Director/City Engineer Swearingen commented that the County should have input on how turning movements enter their roadways. Councilmember Weber recommended Condition 10 be amended. Councilmember Holden asked how “the site” was defined. She reported Trident Development would now have access to Highway 96 but rather would only have access to North Heights. Senior Planner Fransen explained this item was discussed by staff noting “the site” was the property that would be developed by Trident Development. She stated the “No Right Turn” signage would assist with directing traffic away from Snelling Avenue toward Highway 96. Councilmember Holden commented the intent was to keep traffic out of the residential neighborhood. Senior Planner Fransen stated this was correct. Councilmember Weber explained this sign addresses the traffic pulling out of the parking ramp from the site and not the traffic going onto Highway 96. Senior Planner Fransen reported this was the case. Further discussion ensued regarding how to clarify the language within Condition 10. City Administrator Jagoe suggested the language for Condition 10 read: Prior to the issuance of a building permit the final plans shall show markings and signage to identify parking ramp egress north towards Highway 96 as left turn only, with signage showing no right turn. MOTION: Councilmember Monson moved and Councilmember Holden seconded a motion to Approve Development Agreement for Trident Development based on the City Council approval of Planning Case 24-018 on January 13, 2025 and the City Council Adoption of Resolution 2025-040 on May 12, 2025 with Condition 10 amended to read: Prior to the issuance of a building permit the final plans shall show markings and signage to identify parking ramp egress north towards Highway 96 as left turn only, with signage showing no right turn. A roll call vote was taken. The motion carried (5-0). 10. PUBLIC HEARINGS A. Planning Case 25-003 Amending Chapter 13 – Zoning Code – Thrift Store Use Senior Planner Fransen stated at the March 10, 2025 City Council Work Session, Councilmembers discussed how the City’s zoning code regulates the land use of thrift store. The conversation included a discussion of in which zoning districts the land use was currently allowed and the regulation of thrift store use by conditional use permit. Direction was given to staff to provide information on the current zoning language for thrift store use for discussion at a future City Council Work Session. At the April 14, 2025 City Council Work Session, staff presented ARDEN HILLS CITY COUNCIL – MAY 27, 2025 6 findings, explaining that retail sales and service and thrift store uses are defined separately in the Zoning Code. Retail sales and services and thrift store uses are also zoned separately. Senior Planner Fransen explained a Retail Sales and Service use would be allowed in all of the commercial zoning districts whether it be by permitted, conditional, or accessory use. A Thrift Store use would require a conditional use permit to operate in the B-4 – Retail Center District and I-FLEX zoning districts. A Thrift Store use would not be allowed in the other zoning districts. Councilmembers discussed the provided information and the current zoning language for thrift store use. Comments included suggestions to address types of thrift store operations that would be conducted in the business location, to allow for a thrift store use in the B-2 and B-3 Zoning Districts, and to distinguish between different intensities of thrift store operations. Direction was given to staff to draft ordinance language to modify how a thrift store use is regulated in the Zoning Code and to bring the drafted amendments to the Planning Commission for review before coming before the City Council. Senior Planner Fransen provided an overview of the ordinance amendments and reported that the Planning Commission reviewed this application at the May 7, 2025 meeting. The Commission discussed how the language would allow for thrift store uses in more zoning districts with clear parameters for the business operations associated with thrift stores of various intensities. The Planning Commission recommended several amendments to the drafted language to increase clarity and address how merchandise receiving and transfer could be managed for a Class I thrift store use. An ordinance amendment to the Zoning Code does require a public hearing before the Planning Commission. The Planning Commission held the required public hearing on May 7, 2025. One comment was provided in favor of the application. Staff provided an overview of the ordinance amendments and reported the Commission voted 6-0 to recommend approval, with three recommended amendments, of Planning Case 25-003. Councilmember Holden asked how the 7,000 square feet was defined. Senior Planner Fransen explained as currently drafted, the intent was to refer to the building square footage and not the retail space. Councilmember Holden inquired if the City has received any applications for thrift stores. Senior Planner Fransen commented the City has not received any applications. Councilmember Holden questioned if the current thrift store in Arden Hills was operating under a PUD. Senior Planner Fransen stated this was the case. Councilmember Holden asked how the proposed ordinance would impact that organization. Senior Planner Fransen indicated the ordinance would update the zoning code to allow for a thrift store use and would not impact any PUD agreements or establishments of those uses. Mayor Grant reported that Goodwill has a semitrailer that they park and use onsite. He asked if this semitrailer would be grandfathered in. ARDEN HILLS CITY COUNCIL – MAY 27, 2025 7 Senior Planner Fransen reported this would be the case because the Goodwill was in place prior to the ordinance going into effect. City Attorney Bjerkness indicated the Goodwill with the semitrailer would be grandfathered in and would be considered a legal non-conforming use. Councilmember Monson questioned if this use would be permitted or permitted with standards. Senior Planner Fransen explained the Class I thrift store would be a permitted use with general or specific conditions that apply. Mayor Grant opened the public hearing at 7:05 p.m. With no one coming forward to speak, Mayor Grant closed the public hearing at 7:05 p.m. 11. NEW BUSINESS A. Resolution 2025-042 Approving a Variance at 3609 Pascal Avenue – Planning Case 25-002 This item was moved to the Consent Agenda. B. Ordinance 2025-001 Amending Chapter 13 – Zoning Code Sections 1305, 1320 and 1325 – Thrift Store Use for Planning Case 25-003 and Authorization to Publish a Summary Ordinance 2025-001 Senior Planner Fransen stated staff has prepared a draft ordinance identifying language to be added for the City Council’s review. The proposed ordinance would expand the definition for a thrift store use to include a Class I and Class II use as well as add a new land use type for a Class I thrift store use and rename the existing thrift store use to Class II thrift store. As drafted, the City would allow a Class I thrift store use as a permitted use in the B-2, B-3, B-4, and I-FLEX Zoning Districts and add a Class II thrift store use as a use allowed by a conditional use permit in the B-2 and B-3 Zoning Districts. The language also modifies existing criteria for all thrift store uses with several additional conditions to further differentiate the Class I and Class II thrift store uses. Senior Planner Fransen reviewed the proposed language in detail with the Council and offered the following Findings of Fact: General Findings: 1. The City of Arden Hills is proposing to modify definitions for thrift store use, modify zoning districts for thrift store use, and modify performance standards for thrift store use in the Zoning Code. 2. The proposed ordinance will include amendments to the language of Chapter 13 – Zoning Code, Sections 1305.04 - Definitions, 1320.05 – Land Use Chart, and 1325.046 – Thrift Store Additional Conditional Use Permit Criteria of the City Code. 3. The proposed ordinance amendments will allow Thrift Store, Class I as a Permitted Use under the B-2 General Business, B-3 Service Business, B-4 Retail Center, and I-FLEX Zoning Districts. ARDEN HILLS CITY COUNCIL – MAY 27, 2025 8 4. The proposed ordinance amendments will allow Thrift Store, Class II as a Conditional Use under the B-2 General Business, B-3 Service Business, B-4 Retail Center and I-FLEX Zoning Districts. 5. The proposed ordinance amendments will establish criteria for all thrift stores to meet and criteria specific to Thrift Store, Class I and Thrift Store, Class II uses. 6. Amendments to the Zoning Code regulations require a public hearing prior to action by the City Council. 7. The Planning Commission conducted the required public hearing on May 7, 2025 Senior Planner Fransen reported that the Planning Commission reviewed this application at their May 7, 2025 meeting. At that time, they recommended approval with amendments of Planning Case 25-003 for Zoning Code Amendments to Chapter 13 by a 6-0 vote. Staff provided the Council with language to adopt Ordinance 2025-001 and authorize the publication of a Summary Ordinance for Planning Case 25-003 for a Zoning Code Amendment to Chapter 13 of the Arden Hills City Code to modify definitions for thrift store use, modify zoning districts for thrift store use, and modify performance standards for thrift store use, based on the findings of fact and as presented in the May 27, 2025 Report to the City Council. Councilmember Holden reported she would like the thrift store use struck from the B-3 zoning district. In addition, she recommended the thrift store use be a conditional use for all remaining zoning districts. Councilmember Rousseau indicated she supported thrift uses in the B-3 zoning district. Mayor Grant commented he recommended the permitted use be changed to conditional use for all thrift stores. He did not believe thrift stores should be allowed in the B-3 zoning district. Councilmember Monson stated the B-2 zoning district was proposed to have mixed use and she believed it made sense to allow thrift stores. She explained the B-3 zoning district was intended to allow for corridor businesses, which would not make sense for thrift stores. She suggested Class I thrift uses permitted and that Class II thrift uses be conditional. Councilmember Holden stated a PUD amendment requires four votes. She indicated she would have a hard time keeping the thrift use in the B-3 zoning district. She reported the thrift use was within the service industry and did not fit with the other businesses in the B-3 zoning district. She reviewed all of the locations a thrift store could locate within Arden Hills. It was her hope that something special would go into the Amazon property. Mayor Grant stated Amazon owns this building and they were a company with vision and deep pockets. He understood this would be a desirable location for a thrift store given the donations that would be received, but he did not believe this would be the highest and best use for the Amazon property. He supported the City waiting to see what would come to this property. Councilmember Weber explained he supported the ordinance as written and amended by the Planning Commission. He thanked staff for all of their efforts on the ordinance. He expressed concern by the fact one Councilmember has already made it clear she would not support a PUD amendment and noted this could mean there were no thrift stores in Arden Hills. ARDEN HILLS CITY COUNCIL – MAY 27, 2025 9 Councilmember Rousseau asked if there was anything in City Code stopping a Dollar Store from going into the unnamed grocery or Pace Industry sites. Senior Planner Fransen explained that the Pace Industry building was within the B-2 zoning district and there was a requirement for a PUD for new development or redevelopment within the B-2 zoning district. She reported this PUD would have to come before the City Council for consideration. She indicated the unnamed grocery site was also within a PUD and a PUD amendment would be required for a change in use. Councilmember Holden explained she was confused because it appears she has been stated as not wanting thrift stores in Arden Hills. She commented if the entire area along Lexington Avenue was allowed to have thrift stores, she was then allowed to reserve her right to restrict the number of thrift stores elsewhere in the community. She indicated if B-3 was out, she would have no problem with the other zoning districts in the City having thrift stores. She believed the statement that was made about her was inaccurate and she wanted to offer clarity. She supported the B-3 district not allowing for thrift stores because she would rather see another use in this area. Mayor Grant clarified for the record that Councilmember Holden was on the City Council when the Goodwill went in. Councilmember Weber stated if the Council had the time, the entire history of the Goodwill development could be addressed, noting the Goodwill sued the City. He explained immediately after the Goodwill went in and the City lost the lawsuit, the Council passed legislation that would prevent thrift stores in other districts. He reported Councilmember Holden has made it clear she would not support thrift in the B-3 zoning district or within a PUD, which tells him thrift would not be allowed in Arden Hills. He indicated this was contrary to the point of this planning case, which was to allow thrift uses as a retail use in the City. Councilmember Holden commented that Councilmember Weber could not read her mind. She asked the Mayor why there was a lawsuit with the Goodwill. Mayor Grant clarified Goodwill did not sue the City. Rather, the landowner, who was not the Goodwill, went to binding arbitration with the City based on the size of the building. MOTION: Councilmember Monson moved and Councilmember Weber seconded a motion to adopt Ordinance 2025-001 for Planning Clase 25-003 regarding a Zoning Code amendment to Chapter 13, Section 1305 to modify definitions for thrift store use, 1320 to determine zoning districts for thrift store use, and 1325 to establish performance standards for thrift store use. AMENDMENT: Councilmember Holden moved and Mayor Grant seconded a motion to amend the ordinance to restrict the Class I and Class II thrift store use from the B-3 zoning district. Councilmember Monson asked if Councilmember Holden’s primary concern was with a Class II standalone building. Councilmember Holden stated this was her main concern. ARDEN HILLS CITY COUNCIL – MAY 27, 2025 10 A roll call vote was taken. The amendment failed 2-3 (Councilmembers Monson, Rousseau and Weber opposed). AMENDMENT: Councilmember Holden moved and Mayor Grant seconded a motion to amend the ordinance to restrict the Class II thrift store use from the B-3 zoning district. A roll call vote was taken. The amendment passed 3-2 (Councilmembers Rousseau and Weber opposed). AMENDMENT: Mayor Grant moved and Councilmember Holden seconded a motion to amend the ordinance to require all thrift uses in the B-2, B-3, B-4 and I-FLEX zoning districts be a conditional use. A roll call vote was taken. The amendment failed 2-3 (Councilmembers Monson, Rousseau and Weber opposed). Councilmember Holden asked if outdoor collections could occur at the back door of a business instead of the front door. Senior Planner Fransen stated as drafted that was not part of the language, but an amendment could be made to reference the location for drop-offs. Councilmember Holden discussed how all other businesses in the community were required to have deliveries made through the back door but noted thrift stores would be allowed to have drop offs at the front door. She asked if anyone else on the Council was concerned about this. Councilmember Monson stated it was very unlikely that deliveries would be made through the front door. She explained it has been her experience that thrift stores have another entrance where large items are accepted and that this is not done at the front entrance. Councilmember Holden reported it would be better for the City to have language in place, if an enforcement issue were to arise. Mayor Grant indicated that now would be the time to modify the language. Councilmember Monson asked if Odds and Ends took donated items at the front door. City Administrator Jagoe stated she was uncertain. She explained it was her understanding that the owner of Odds and Ends worked with families and obtained goods at the families’ properties and the items were then brought to the shop by the store owner. She reported the current language would allow for visitors of a thrift use to walk in with a small item, such as a lamp, in order to make a donation. She indicated couches were not allowed to be donated at the front entrance. She explained the intent of the ordinance was to require the business owner to make arrangements for the pickup of large items. Councilmember Holden indicated she has seen people bringing items through the front door at Odds and Ends, which was why she brought this item up. ARDEN HILLS CITY COUNCIL – MAY 27, 2025 11 Councilmember Monson supported the language remaining as is. She commented she did not support the City micromanaging how a business can operate. Mayor Grant stated the City created a really nice product at Lexington Station and he did not support putting thrift stores in the B-3. A roll call vote was taken. The amended motion carried 3-2 (Mayor Grant and Councilmember Holden opposed). MOTION: Councilmember Monson moved and Councilmember Holden seconded a motion to authorize staff to publish a Summary Ordinance for Ordinance 2025-001. The motion carried (5-0). 12. UNFINISHED BUSINESS None. 13. COUNCIL COMMENTS Councilmember Rousseau thanked the PTRC members Kate Olson and Nikhath Nazir for volunteering to serve on the Parks Master Plan working group. She reported that the PTRC motioned to name a flower garden in Floral Park as Mullens Garden. Councilmember Weber provided the Council with an update from the Cable Commission noting the cable franchise renewal was reviewed from Comcast and it was recommended the member cities approve the Comcast cable franchise. Councilmember Weber reported the Planning Commission meeting for June has been canceled. Councilmember Holden explained she attended the Public Works appreciation event. She thanked the Public Works Department for all of their efforts on behalf of the community. Councilmember Holden stated she attended the groundbreaking ceremony for the new fire station. Councilmember Holden reported the City’s bonding money for the old Highway 10 trail was being reviewed by the State Conference Committee. Councilmember Holden explained that former Mayor Bev Apilkowski recently passed away. She commented on the great work former Mayor Apilkowski did on behalf of the community. Councilmember Holden questioned if the Flock issue would be coming back to the Council for further discussion. Mayor Grant stated two Councilmembers supported this issue, one was opposed and two requested further information. City Administrator Jagoe explained the Council would be addressing this item at a Special City Council meeting on Wednesday, May 28. ARDEN HILLS CITY COUNCIL – MAY 27, 2025 12 Councilmember Monson stated she also attended the groundbreaking ceremony for the new fire station. Councilmember Monson commented she attended the NYFS annual luncheon. Councilmember Monson reported she missed the Touch a Truck event but was happy to learn over 400 people attended. Councilmember Monson stated she would support the installation of a Mullens Garden sign at Floral Park. Councilmember Monson recommended action on the Flock cameras be delayed in order to allow the Council to have more time before making a decision on this matter. Mayor Grant stated he attended the Public Works employee appreciation luncheon with Councilmember Holden. He explained he was happy to see the Public Works Department was able to fill all of its seasonal positions. He thanked the Public Works crew for all of their efforts on behalf of the City. Mayor Grant commented he also attended the fire station groundbreaking ceremony and he was pleased to be able to offer a short presentation and speech at this event. Mayor Grant explained he served on the Council with former Mayor Bev Apilkowski and stated she was very active in the community. Mayor Grant provided the Council with an update from the Lake Johanna Fire Department noting at their last meeting Public Safety Commissioner Bob Jacobsen, Representative Kelly Moller and Ramsey County Commissioner Tera Jebens-Singh were all in attendance. ADJOURN MOTION: Councilmember Monson moved and Councilmember Holden seconded a motion to adjourn. The motion carried (5-0). Mayor Grant adjourned the Regular City Council Meeting at 8:55 p.m. __________________________ __________________________ Julie Hanson David Grant City Clerk Mayor CONSENT ITEM - 8A MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers Jessica Jagoe, City Administrator FROM: Joua Yang, Finance Director Pang Silseth, Accounting Analyst SUBJECT: Claims and Payroll Listing Budgeted Amount: Actual Amount: Funding Source: N/A N/A N/A Council Should Consider Motion to approve, table or deny the following: Claims and Payroll Listing All items need a simple majority for action unless otherwise noted. Background Payroll is processed biweekly and accounts payable is processed weekly. Budget Impact N/A Attachments 2025 Payroll #13 $124,997.81 Total Payroll $124,997.81 Paid Claims - 06/01/2025-06/13/2025 (Check Nos. 53451-53477 and ACH Checks)$770,989.32 Total Accounts Payable $770,989.32 Total Claims $895,987.13 CITY OF ARDEN HILLS PAYROLL # 13 CHECKS DATED: 06/20/25 Biweekly: 05/31/25 - 06/13/25 EMPLOYEE DEDUCTIONS AMT.Payment Method FIT 8,867.54 EFT FICA Oasdi 6,557.94 EFT FICA Medicare 1,533.75 EFT SIT 4,375.50 EFT TOTAL TAXES 21,334.73 Health Premium 2,342.11 A/P Check* Dental Premium 248.96 A/P Check* FSA Health Care Reimb.137.50 A/P Check* FSA Dependent Care Reimb.0.00 A/P Check* TOTAL FLEXIBLE SPENDING 2,728.57 HSA Health Saving 1,160.19 EFT TOTAL HEALTH SAVINGS 1,160.19 PERA 6,194.72 EFT MissionSquare 842.63 EFT Central Pension Fund-Union 1,920.00 A/P Check* MN State Retirement System 1,800.00 EFT TOTAL RETIREMENT 10,757.35 AFLAC 22.76 EFT Life/Addl/Dep Life 49.89 A/P Check* Life/Addl non-tax 20.76 A/P Check* LTD/STD Insurance 0.00 A/P Check* PERA Life Insurance 40.00 A/P Check* IUOE 49 Dues (Union) 140.00 A/P Check* TOTAL VOLUNTARY 273.41 Total Employee Deductions 36,254.25 Net Payroll 0.00 Direct Deposit 73,451.48 EFT Gross Payroll Tie-Out 109,705.73 Plus City Paid Benefit 15,292.08 TOTAL PAYROLL COST 124,997.81 FICA TIE-OUT Gross Payroll 109,705.73 Less Total FSA 2,728.57 Less Total H.SA 1,160.19 Less Voluntary Ins 43.52 Net P/R Subject to FICA 105,773.45 FICA Oasdi @ 6.20% 6,557.94 FICA Medicare @ 1.45% 1,533.75 Note: Federal and State Payroll Tax obligations are satisfied by means of utilizing the US Bank Easy Tax Deposit Service. Transfers are typically made up to two 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. 0.00 CITY BENEFIT 6,557.94 1,533.75 8,091.69 0.00 52.66 52.66 0.00 0.00 0.00 7,147.73 7,147.73 0.00 Accounts Payable User: Printed: pang.silseth 6/17/2025 3:16 PM Checks by Date - Detail by Check Date Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 0242 MET COUNCIL ENVIRON SERVICES-SAC06/06/2025ACH 06052025 May SAC -695.80 06052025 May SAC 69,580.00 68,884.20Total for this ACH Check for Vendor 0242: 0243 METROPOLITAN COUNCIL-WASTE WATER06/06/2025ACH 0001186267 2025 Industrial Discharge Permit 478.51 478.51Total for this ACH Check for Vendor 0243: 0327 STAPLES INC 06/06/2025ACH 6031898013 Supplies 18.59 6031898013 Supplies 47.87 6031960502 Supplies 8.89 6032373106 Supplies 26.78 6032373107 Supplies 118.06 6032373108 Supplies 60.02 6032373108 Supplies 182.04 6032437180 Supplies 49.98 6032437181 Supplies 8.89 521.12Total for this ACH Check for Vendor 0327: 0387 MISSIONSQUARE #302482 06/06/2025ACH PR 25-12 PR Batch 00100.06.2025 ICMA Employee DeductionPR Batch 00100.06.2025 ICMA Employee Deduction 600.00 PR 25-12 PR Batch 00100.06.2025 ICMA Employee PercentPR Batch 00100.06.2025 ICMA Employee Percent 261.20 861.20Total for this ACH Check for Vendor 0387: 10476 TWIN CITIES COMMERCIAL CLEANERS06/06/2025ACH 05251542 Janitorial Services-May 1,554.58 1,554.58Total for this ACH Check for Vendor 10476: 10487 LUCAS MILLER 06/06/2025ACH 052225 Expense Reimbursement 24.78 052225 May Mileage 263.20 287.98Total for this ACH Check for Vendor 10487: 1125 BOLTON & MENK INC 06/06/2025ACH 0363385 GIS Services-May 3,600.00 0363385 Parks Services-May 910.00 0363385 Engineering Services-May 3,685.00 0363385 MS4 Services-May 2,747.50 0363386 LS 5 Forcemain-May 4,597.00 15,539.50Total for this ACH Check for Vendor 1125: 2479 GAMETIME 06/06/2025ACH Page 1AP Checks by Date - Detail by Check Date (6/17/2025 3:16 PM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription PJI-0271074 Hazelnut Playground Equipment 1,053.92 1,053.92Total for this ACH Check for Vendor 2479: 9632 DUKE'S ROOT CONTROL INC 06/06/2025ACH 33838 Sewer Line Root Control 6,226.18 6,226.18Total for this ACH Check for Vendor 9632: ALPI ALLEGRA PRINT & IMAGING INC 06/06/2025ACH 174483 April/May Newsletter Postage 1,095.26 174483 April/May Newsletter 2,878.97 3,974.23Total for this ACH Check for Vendor ALPI: TOII TOKLE INSPECTIONS INC 06/06/2025ACH 060125 May Electrical Inspections 1,361.06 1,361.06Total for this ACH Check for Vendor TOII: 10483 CENTRAL PENSION FUND 06/06/202553451 401333.0625 May Apprenticeship Fund 384.00 384.00Total for Check Number 53451: CPF1 CENTRAL PENSION FUND SOURCE A 06/06/202553452 184503.0525 May Pension 3,840.00 3,840.00Total for Check Number 53452: 0447 I.U.O.E LOCAL 49 BENEFIT FUND-INSURANCE06/06/202553453 BP3.0725 July Insurance 12,520.00 NB4.0725 July Insurance 1,772.00 14,292.00Total for Check Number 53453: 10330 KLEIN UNDERGROUND LLC 06/06/202553454 60051 Concrete: Fairview 2,772.00 60108 Concrete: Snelling & Keithson 2,970.00 5,742.00Total for Check Number 53454: 1055 KODIAK POWER SYSTEMS INC 06/06/202553455 KPS1785 Generator Inspection Boster 855.90 KPS1785 Generator Inspection LS# 11, 8 & portable 2,462.52 3,318.42Total for Check Number 53455: 5138 LEAGUE OF MN CITIES INS TRUST 06/06/202553456 9704 LMC GL 000000432915 1,488.00 1,488.00Total for Check Number 53456: 10286 MINNESOTA OCCUPATIONAL HEALTH 06/06/202553457 492127 Drug Testing 438.00 438.00Total for Check Number 53457: AR-MOUN1 MOUNDS VIEW PUBLIC SCHOOLS 06/06/202553458 GE 2022-00321 Escrow Refund GE 2022-00321; 1901 Lake Valentine 15,759.22 15,759.22Total for Check Number 53458: Page 2AP Checks by Date - Detail by Check Date (6/17/2025 3:16 PM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 10597 RYAN COMPANIES US INC 06/06/202553459 RBS15527 Roof Leak 640.41 640.41Total for Check Number 53459: 146,644.53Total for 6/6/2025: 0285 XCEL ENERGY 06/13/2025ACH 929135870 04/16/25-05/17/25 2,121.91 929135870 04/16/25-05/17/25 199.32 929135870 04/16/25-05/17/25 53.16 929135870 04/16/25-05/17/25 1,081.97 929135870 04/16/25-05/17/25 103.18 929135870 04/16/25-05/17/25 493.49 4,053.03Total for this ACH Check for Vendor 0285: 0922 NINENORTH 06/13/2025ACH 2025-075 JDA Audio Visual-May 190.00 2025-075 Audio Visual-May 1,384.50 1,574.50Total for this ACH Check for Vendor 0922: 10476 TWIN CITIES COMMERCIAL CLEANERS06/13/2025ACH 06251576 Janitorial Services-June 1,554.58 1,554.58Total for this ACH Check for Vendor 10476: 10497 CINTAS CORP 06/13/2025ACH 5273335303 First Aid-June 74.20 5273335303 First Aid-June 561.95 5273335303 First Aid-June 50.05 686.20Total for this ACH Check for Vendor 10497: 1125 BOLTON & MENK INC 06/13/2025ACH 0363851 2025 Park Improvement 4/12-5/9 5,481.00 0363852 Park System Plan 6,828.50 12,309.50Total for this ACH Check for Vendor 1125: 1223 ADAM'S PEST CONTROL - MAIN 06/13/2025ACH 4133419 June Pest Control 90.98 90.98Total for this ACH Check for Vendor 1223: 2501 DAVIS LOCK AND SAFE 06/13/2025ACH T26828 Cummings Park Rec Room Keys 294.95 294.95Total for this ACH Check for Vendor 2501: 3349 HYDRO-KLEAN 06/13/2025ACH PW24-0101 PAY 1 2025 CIPP PAYMENT 1 -13,667.13 PW24-0101 PAY 1 2025 CIPP PAYMENT 1 273,342.72 259,675.59Total for this ACH Check for Vendor 3349: 4447 BRAUN INTERTEC CORPORATION 06/13/2025ACH B429565 2026 PMP Geotech/Pavement Eval 27,500.00 Page 3AP Checks by Date - Detail by Check Date (6/17/2025 3:16 PM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 27,500.00Total for this ACH Check for Vendor 4447: 4889 COMMUNITY FOOTWORKS 06/13/2025ACH 06042025 June Foot Care Clinic 266.40 266.40Total for this ACH Check for Vendor 4889: 5173 BADGER METER 06/13/2025ACH 80197643 Beacon & LTE Service-May 813.74 813.74Total for this ACH Check for Vendor 5173: 7025 ON SITE COMPANIES -OSSTC INC 06/13/2025ACH 0001900149 Restrooms 6/7-7/4 882.00 882.00Total for this ACH Check for Vendor 7025: 7501 KELLY & LEMMONS PA 06/13/2025ACH 65533 May Prosecution 4,416.88 4,416.88Total for this ACH Check for Vendor 7501: 1033 COMCAST 06/13/202553460 101030.0625 service 06/03-07/02 108.35 98681.0625 service 06/05-07/04 111.52 219.87Total for Check Number 53460: 10244 COMCAST BUSINESS INC 06/13/202553461 242843232 June Service 508.23 508.23Total for Check Number 53461: 10516 DASH SPORTS LLC 06/13/202553462 2025-157 Spring Soccer Camp 1,187.00 1,187.00Total for Check Number 53462: 0841 EHLERS & ASSOCIATES INC. 06/13/202553463 101675 TCAAP-May 1,056.25 1,056.25Total for Check Number 53463: MISC1 EMPIRE PIPE SERVICES 06/13/202553464 2025-00636 REFUND: Hydrant Meter Rental 2,000.00 2025-00636 Hydrant Meter Water Usage Charge -8.90 1,991.10Total for Check Number 53464: 6455 HAPPY FACES ENTERTAINMENT COMPANY06/13/202553465 060225 Penny Carnival Face Painter Deposit 157.98 157.98Total for Check Number 53465: 0390 INT'L UNION OPERATING ENGINEERS-UNION DUES06/13/202553466 1200.0625 June Dues 280.00 280.00Total for Check Number 53466: 10596 LB CARLSON LLP 06/13/202553467 249504 2024 Audit Services 992.00 249504 2024 Audit Services 520.00 Page 4AP Checks by Date - Detail by Check Date (6/17/2025 3:16 PM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 249504 2024 Audit Services 992.00 249504 2024 Audit Services 992.00 249504 2024 Audit Services 1,122.00 249504 2024 Audit Services 992.00 5,610.00Total for Check Number 53467: 10579 LEVANDER GILLEN & MILLER P.A. 06/13/202553468 42000E-00425 April Legal 4,027.00 42000E-00425 PC 24-020 #791 April Legal 569.85 42000E-00425 April Legal 493.00 42000E-00425 PC 24-018 #784 April Legal 282.00 42000E-00425 April Legal 1,198.50 42000E-0525 PC 24-020 #791 May Legal 23.50 42000E-0525 May Legal 85.00 42000E-0525 PC 24-018 #784 May Legal 1,739.00 42000E-0525 PC 25-001 #799 May Legal 322.50 42000E-0525 May Legal 646.00 42000E-0525 May Legal 2,091.50 42000E-0525 May Legal 7,308.00 18,785.85Total for Check Number 53468: 1830 M & B SERVICES INC 06/13/202553469 1633 PW-013 CIPP Lining - Glenarden 16,850.00 1636 Watermain Repair-Lakeshore Place 52,500.00 69,350.00Total for Check Number 53469: 10448 MARCO TECHNOLOGIES LLC 06/13/202553470 556914539 Copier Service 6/24-7/24 200.35 556914539 Copier Service 6/24-7/24 35.36 235.71Total for Check Number 53470: 10523 METRO-INET 06/13/202553471 2731 IT Suppiort-June 10,461.00 10,461.00Total for Check Number 53471: 1208 PREMIUM WATERS INC 06/13/202553472 613317-05-25 May Water 99.22 99.22Total for Check Number 53472: 0811 RAMSEY COUNTY 06/13/202553473 EMCOM-012512 Fleet Support-May 24.96 EMCOM-012548 CAD Services-May 800.83 EMCOM-012564 911 Dispatch-May 5,329.67 FLEET-000997 Fuel Purchase-April 2,519.81 PRMG-005692 PW Rental Space-June 3,070.84 PRMG-005692 PW Rental Space-June 3,070.84 PRMG-005692 PW Rental Space-June 6,141.69 PRMG-005692 PW Rental Space-June 1,364.82 PRRRV-003522 2025 JPA-ELECTIONS 4,157.00 SHRFL-002330 Law Enforcement-June 146,523.95 173,004.41Total for Check Number 53473: 0282 REPUBLIC SERVICES #899 06/13/202553474 0899-004754098 Recycling Revenue Sharing -807.82 0899-004754098 Recycling 5/1-5/3 882.70 Page 5AP Checks by Date - Detail by Check Date (6/17/2025 3:16 PM) Check No Check DateVendor NameVendor No Check Amount Invoice No ReferenceDescription 0899-004757987 PW Waste 5/1-5/3 3,573.98 3,648.86Total for Check Number 53474: 10569 SM HENTGES AND SONS INC 06/13/202553475 PW24-0100 PAY7 2024 PMP Payment 7 -83.84 PW24-0100 PAY7 2024 PMP Payment 7 8,384.00 8,300.16Total for Check Number 53475: 10606 THE LEADERSHIP GROWTH GROUP 06/13/202553476 25224 2025 Leadership Training 400.00 400.00Total for Check Number 53476: 1161 VALLEY-RICH CO INC 06/13/202553477 34444 Repair 1306 County Rd E 14,930.80 14,930.80Total for Check Number 53477: 624,344.79Total for 6/13/2025: Report Total (51 checks): 770,989.32 Page 6AP Checks by Date - Detail by Check Date (6/17/2025 3:16 PM) Page 1 of 2 CONSENT ITEM – 8B MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers FROM: Jessica Jagoe, City Administrator SUBJECT: Letter of Support for Xcel Thermal Energy Network Demonstration Project Budgeted Amount: Actual Amount: Funding Source: N/A N/A N/A Council Should Consider Motions to approve, table, or deny the following: • Approval of Letter of Support for Xcel Thermal Energy Network Demonstration Project Background In February 2025, the Minnesota Public Utilities Commission approved Xcel Energy’s Natural Gas Innovation Plan, in response to Minnesota’s 2021 Natural Gas Innovation Act. The plan is intended to reduce greenhouse gas emissions, explore innovative technologies, and support the state’s transition to a lower-carbon energy future. Xcel Energy's plan includes several pilot programs and research and development projects. One of them is a Thermal Energy Network demonstration project for a roughly 500-ton community ground-source heat pump system owned and operated by Xcel Energy that will provide building heating and cooling as an archetype project. Xcel Energy requests interested communities submit a letter of support for the pilot project saying they would help identify an appropriate site for the project and promote and facilitate the project if selected. This is the first step for communities that might be interested in a geothermal powered community energy system project. By submitting this letter, Xcel Energy will consider Rice Creek Commons for participation in this demonstration project, but there is no obligation to participate. On June 2, 2025, the Joint Development Authority (JDA) approved this letter of support and directed JDA staff to bring this to their respective elected bodies for consideration of joint support between the JDA, Ramsey County, and the City of Arden Hills. Page 2 of 2 Budget Impact N/A Attachments Attachment A - Xcel Energy Utility Thermal Energy Network Information Sheet Attachment B - Xcel Thermal Energy Network Support Letter Template Word Document Title UTILITY THERMAL ENERGY NETWORK INFORMATION SHEET XCEL ENERGY WORD DOCUMENT TITLE 2 © 2024 Xcel Energy Inc. Xcel Energy, a leading provider of clean electricity and natural gas in Minnesota, is committed to delivering advanced and innovative energy solutions to its customers. One of the technologies we are exploring is Thermal Energy Networks (TEN) – also known as Utility Thermal Energy Networks (UTEN), Community Ground Source Heat Pumps (CGSHPs), networked geothermal, or geogrids – which use the earth's constant temperature to heat and cool buildings. TENs are a type of district energy system – a system that provides heating and cooling to multiple buildings from a central source. TENs are a clean energy technology and serve customers with less energy while maintaining comfort and reliability of the electric and natural gas grid. The Natural Gas Innovation Act encourages the development of Thermal Energy Networks in the state. Xcel Energy is proposing a demonstration project in partnership with a community and/or large customer that will connect multiple buildings to a shared geothermal loop and evaluate its technical, economic, and environmental benefits. Networked Geothermal General FAQs, by HEET, 2023. This work is licensed under a Creative Commons Attribution-ShareAlike 4.0 International License. XCEL ENERGY WORD DOCUMENT TITLE 3 © 2024 Xcel Energy Inc. WHAT’S INCLUDED IN THE PARTNERSHIP OPPORTUNITY? Xcel Energy is dedicated to supporting the development of Thermal Energy Networks in Minnesota. We are actively looking for interested businesses who want to partner with us and discover the potential of this technology for their facilities. We are seeking partners who will join us on this demonstration project. Partner businesses can expect to collaborate by: 1. Retrofitting one or more facilities to utilize a thermal energy network. 2. Providing assistance with permitting and application processes. 3. Providing assistance with lease agreements for land under parking lots, lawn, or other suitable areas for borehole arrays, if applicable. 4. Participating in events to promote the demonstration and engage with the community. 5. Engaging with city council/Board of Selectmen/other elected officials. 6. Engaging with relevant local boards or committees (environmental/energy/sustainability commission). 7. Assisting in creating a joint story-telling partnership to promote and advance this technology for future availability to all customers. WHAT ARE THERMAL ENERGY NETWOKS (TEN)? A TEN system is a type of heating and cooling system that uses the natural heat in the ground to provide thermal energy for buildings. It connects multiple ground-source heat pumps together to form a shared loop network, which allows heat exchange between different buildings with different thermal needs. A networked geothermal system will reduce greenhouse gas emissions and improve energy efficiency for customers compared to conventional systems. XCEL ENERGY WORD DOCUMENT TITLE 4 © 2024 Xcel Energy Inc. WHAT ARE THE COMPONENTS OF A TEN SYSTEM? There are two primary components of a TEN system: customer-sited heating and cooling equipment (consisting of water source heat pumps), and a central geothermal loop. WATER SOURCE HEAT PUMPS A heat pump uses electricity to move heat from one place to another. It can heat or cool a space by absorbing heat from the air, ground, or water. It typically has a compressor, refrigerant, and a fan or pump as its main parts. It works on the principle that when a gas is expanded, it gets colder; and, when a gas is compressed, it gets hotter. By expanding and compressing gas (the refrigerant) at different locations, it’s able to move heat from one location to another. Heat pumps are more efficient and environmentally friendly than traditional heating and cooling systems because they do not burn fuel to create heat. They are also more versatile because they provide both heating and cooling with one system. There are different types of heat pumps, such as air-source and water-source. They vary in how they collect and release heat from different sources. Air-source heat pumps extract energy from ambient air and are the most common for residential use. Ground - source heat pumps are a type of water-source heat pump that also includes buried pipes or other equipment to extract energy from the ground. Ground-source heat pumps are more expensive but more efficient than air-source heat pumps. The systems used in this demonstration will be water source heat pumps and will move heat from a central water loop to each individual building. Because heat pumps move heat, as each building is heated, the central water loop will get colder. The opposite is also true – as each building is cooled, the central water loop will get hotter. The second component of the system – the central geothermal loop – has the sole job of keeping the central water loop a mild enough temperature so each customer’s heat pump has enough thermal energy available to heat and cool their building. CENTRAL GEOTHERMAL LOOP The central loop component in a TEN system is a shared underground loop of pipes that circulates water and antifreeze. It keeps the temperature of the water loop mild enough to allow each building to extract enough thermal energy to heat or cool the facility. Ideally, the temperature of the central water loop will stay as close to the ground temperature as possible. XCEL ENERGY WORD DOCUMENT TITLE 5 © 2024 Xcel Energy Inc. To maintain an adequate working temperature, the central geothermal loop must absorb thermal energy from the ground at the same rate as each connected building extracts thermal energy from the loop to heat or cool the facility. The geothermal loop relies o n boreholes to absorb energy from the ground. Boreholes are vertical holes drilled into the ground to access heat stored in the rock. They are used to transfer heat between the ground and the central water loop. The central loop component is key to the efficiency and performance of networked geothermal systems. It allows connected heat pumps to operate at optimal conditions, regardless of the outdoor air temperature. It also enables the system to balance heating and cooling loads among different buildings, reducing the overall energy consumption and costs. WHY IS XCEL ENERGY PURSUING NETWORKED GEOTHERMAL SYSTEMS? THE SHORT ANSWER The Natural Gas Innovation Act (NGIA) in Minnesota establishes a framework for natural gas utilities to meet the state's greenhouse gas reduction and renewable energy goals through innovative resources. These resources include biogas, renewable natural gas, power-to-hydrogen, power-to-ammonia, carbon capture, strategic electrification, district energy, and energy efficiency. The NGIA allows utilities to pilot these technologies to reduce emissions and transition away from conventional natural gas. The act aims to help Minnesota achieve economy-wide carbon neutrality by 2050. As a leader in clean energy innovation, Xcel Energy is dedicated to supporting the development of Thermal Energy Networks in our service area. THE LONG ANSWER Xcel Energy has a vision to provide 100% carbon-free electricity and net-zero greenhouse gas emissions from its natural gas business by 2050. Thermal Energy Networks (TENs) can offer a new clean energy option for customers. (1) TENs electrify customers’ space heating and cooling needs while protecting customers from high heating costs. On the coldest days of the year, TENs pull heat out of the ground which is 2.4x more efficient than pulling heat out of air. This saves customers’ money on their heating bills and also mitigates a massive amount of electric infrastructure that would be required to serve air source heat pumps. XCEL ENERGY WORD DOCUMENT TITLE 6 © 2024 Xcel Energy Inc. (2) TENs are the most efficient heating and cooling technology currently available. Besides the efficiency gain of pulling heat out the ground instead of the ambient air, these systems share a significant amount of heating and cooling energy between different building types connected to the loop. Because facilities connected to the loop are both consumers and producers of thermal energy, different building types help fill the energy need of another. The larger and more diverse the connected building stock is, the more efficient the system becomes. (3) TENs may save customers money on fuel costs while also protecting them from a volatile natural gas market. A typical residential natural gas bill is comprised of roughly 40% infrastructure costs (i.e. pipes), and 60% natural gas fuel costs (market commodity costs). By investing in infrastructure that offsets the need to burn fuel, the utility can increase one p ortion of the bill while simultaneously decreasing another, ideally resulting in a net neutral or decrease in costs. And while infrastructure costs have a lasting impact, fuel costs do not. Fuel is required year-over-year, season-over-season. (4) TENs take advantage of the natural gas utility, which may keep future natural gas rates lower for everyone. In our current state, infrastructure costs associated with the natural gas utility (i.e. pipes) are recovered through natural gas rates – the less natural gas our customers consume, the less infrastructure costs are recovered. As throughput of the natural gas system decreases over time, natural gas rates would need to increase to recover infrastructure costs. TENs utilize a separate network of pipes than our natural gas network, but they share the same core competencies (location in right of ways, installation, operation, and maintenance). In the future, these systems may be installed as an alternative option within our natural gas utility. Because TENs don’t rely on fuel, 100% of the fees associated with the service will be used to recover infrastructure costs. As TEN system(s) grow, installation costs and infrastructure recovery can be spread over the entire gas utility, leveraging economies of scale, and potentially keeping future rates lower for everyone. Additionally, TENs supply energy for cooling as well as heating, so infrastructure recovery will occur all year long, instead of only during the heating season. Dear Xcel Energy, We, the [Community Name], are writing to express our interest in partnering with Xcel Energy on the Thermal Energy Network demonstration project. We are excited about the potential of this technology to provide clean, efficient, and reliable heating and cooling for our homes and businesses. As a potential partner community, we are interested in collaborating with Xcel Energy by providing assistance in identifying and selecting an appropriate site, potentially utilizing municipal buildings in the pilot site, providing access to buildings for energy audits and feasibility studies, providing approval for the installation of piping in public Rights of Way, easements on municipally owned property, and assistance with permitting and application processes. Additionally, we would be prepared to assist with lease agreements for land under parking lots, lawn, or other suitable areas for borehole arrays. We understand that partner communities will be responsible for participating in outreach efforts and events to promote the demonstration and engage with the community, facilitating engagement with the city council, the Board of Selectmen, or other elected officials, and partnering with relevant local boards or committees. We would also be willing to lead outreach to residents and business owners to promote the demonstration and answer questions, and to create a joint story-telling partnership to promote and advance this technology for future availability to all customers. We believe that our community is an ideal candidate for this demonstration project, and we are eager to work with Xcel Energy to explore the potential of Thermal Energy Networks. By submitting this letter, we understand that Xcel Energy will consider our community for participation in this demonstration project. We understand that the purpose of this letter is to express our interest only and does not create or constitute any legally binding obligations. Thank you for considering our community as a potential partner for this demonstration project. Sincerely, [Your Name] [Your Title] [Community Name] Page 1 of 1 CONSENT ITEM – 3C MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers Jessica Jagoe, Interim City Administrator FROM: Matthew Johnson, Recreation Supervisor SUBJECT: Accepting Donation from the Arden Hills Foundation for Summer Passport. Budgeted Amount: Actual Amount: Funding Source: N/A $250.00 N/A Council Should Consider Motions to approve, table, or deny the following: • City Council should consider approving Resolution 2025-044 Accepting a Donation from the Arden Hills Foundation in the amount of $250.00. Background The Arden Hills Foundation has been established as a 501c3 organization. Pursuant to Minnesota Statutes Section 465.03 for the benefit of its citizens, cities are authorized to accept gifts and bequests for the benefits of recreational services. Discussion The Arden Hills Foundation donated a total of $250.00 to the City of Arden Hills to purchase the various door prizes for the Summer Passport program. To comply with State Statutes, the City needs to acknowledge the donation and issue receipt of the donation to the Arden Hills Foundation. Budget Impact N/A Attachments Attachment A: Resolution 2025-044 To view the final document, access adopted Resolutions via Arden Hills Public Laserfiche Weblink by visiting cityofardenhills.org and clicking on Archived Documents under Helpful Links on our main webpage. CITY OF ARDEN HILLS COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION NO. 2025-044 A RESOLUTION ACCEPTING DONATION WHEREAS, Arden Hills (“City”) is generally authorized to accept donations of real and personal property pursuant to Minnesota Statutes Section 465.03 for the benefit of its citizens, and is specifically authorized to accept gifts and bequests for the benefit of recreational services pursuant to Minnesota Statutes Section 471.17; and WHEREAS, The following entity has offered to contribute the cash amount set forth below to the city: Name of Donor Amount Arden Hills Foundation $250.00 WHEREAS, All such donations have been contributed to assist the City in the establishment and operation of recreational facilities and programs either alone or in cooperation with others, as allowed by law; and WHEREAS, The City Council finds that it is appropriate to accept the donations offered. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ARDEN HILLS, MINNESOTA, THAT: 1. The donation described above is accepted and shall be used to establish recreational facilities either alone or in cooperation with others, as allowed by law. 2. The city clerk is hereby directed to issue receipts to each donor acknowledging the City’s receipt of the donor’s donation. 3. The finance department is hereby authorized to complete any budget adjustments necessary to reflect this donation and corresponding expenditures. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ARDEN HILLS THIS 23rd DAY OF JUNE 2025. _______________________________ David Grant, Mayor ATTEST: ______________________________________ Julie Hanson, City Clerk Page 1 of 1 CONSENT ITEM – 8D MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers FROM: Jessica Jagoe, City Administrator SUBJECT: Appoint Interim Building Official Budgeted Amount: Actual Amount: Funding Source: N/A TBD Building and Building Inspections Council Should Consider Motions to approve, table, or deny the following: • Appointment of Interim Building Official Background On June 5, 2025, the City Council accepted the resignation of the Building Official and authorized recruitment to fill this position which is currently underway. The Building Official’s last day was June 17th. The Personnel Committee recently discussed how to best move forward with the Building Official vacancy and is recommending Chris Audet, the current Building and Code Enforcement Inspector, to serve in the interim capacity. This approval would provide for the interim capacity to last until revoked by the City Council or filled with the permanent hiring of the Building Official position. This approval will also include out of class pay for Mr. Audet in the amount of an additional ten percent of his normal salary. Pending approval, Mr. Audet would begin his interim duties effective Tuesday, June 24th. Budget Impact The exact budget impact is unknown but will be more than offset by the vacancy of the Building Official. Attachments N/A CONSENT ITEM – 8E MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers FROM: Jessica Jagoe, City Administrator Jen Estling, Deputy City Clerk SUBJECT: Multi-Function Copy Machine Proposal Budgeted Amount: Actual Amount: Funding Source: $494.28 (monthly) TBD Multiple Funds Council Should Consider Motions to approve, table, or deny the following: • Authorize staff to execute a 3-year lease extension agreement with Marco Technologies. Background/Discussion The City’s current multi-function five-year copy machine lease with Marco Technologies, LLC expires September 24, 2025. We need to notify Marco if we wish to end our lease within 90 days prior to the end of the lease. Notice needs to be given no later than June 26, 2025, or the lease will automatically be extended by one year at the current rate. Staff requested proposals from four companies: Marco Technologies, Loffler, Metro Sales and Cannon Solutions. Three of the four companies provided proposals for a new lease, with Marco providing a new lease option and an option to extend the lease on the current machine by 3 years at a lower rate. The only quote provided by Metro Sales was at a lower cost, but with lower speed capabilities than our current machine. Loffler provided proposals for two separate machines and offered a discount if the contract were to be signed by June 30th. Staff requested lease pricing only. If the City were to purchase a new machine, it could expect it to last approximately five to seven years; there may be some residual value left in the machine at the end of its useful life, but it is unclear what that would be, especially considering how quickly technology is advancing and movement towards reducing paper copies. Historically, the City has leased the copier and staff is recommending we continue this same practice. The features of the current Konica Minolta C650i include: • 65 Monochrome Pages Per Minute • 65 Color Pages Per Minute • 100 Sheet Single Pass Document Feeder • 100 Sheet Bypass Tray • (4) 500 Sheet Paper Tray • 3,000 Sheet Side LCT • Stapling Finisher • Fax Board • Mobile Printing All of the proposals met the above requirements, except Metro Sales who proposed a slower copies per minute option. Pricing varied. Maintenance agreements provide for maintenance, toner, parts, and labor in the rates. All proposals include delivery, installation, initial supplies and training. Below is a breakdown of each proposal, this includes the lease option and the maintenance agreement. This is also included as Attachment A in the packet. Loffler Canon ImageRUNNER ADVANCE $344.67 Service and toner included 344.67$ 40,510.20$ DX C5870i No prints are included in the lease 5,000 B/W @ .0073 = $36.50 36.50$ 6,000 color @ .049 = 294.00 294.00$ (estimated based off current use)675.17$ Loffler Canon ImageRUNNER ADVANCE $302.23 Service and toner included 302.23$ 37,963.80$ DX C5860i No prints are included in the lease 5,000 B/W copies for $36.50 36.50$ 6,000 color copies $294 294.00$ (estimated based off current use)632.73$ Marco Konica Minolta C651i 534.22 Service and toner included 534.22$ 37,975.20$ NEW MODEL 4,000 B/W prints included 1,000 B/W @ .0069 over allowance 6.90$ 4,000 color prints included 2,000 color @ .0459 over allowance 91.80$ per month (estimated based off current use after factoring the lease allowance) 632.92$ Metro Sales Ricoh IM C4510 $208.18 Service and toner included 208.18$ 27,220.80$ No prints are included in the lease 5,000 B/W @.0059 = 29.50 29.50$ 6,000 color @ .036 = 216.00 216.00$ (estimated based off current use)453.68$ Marco Konica Minolta C650i $395.58 Service and toner included 395.58$ 17,794.08$ CURRENT COPIER 4,000 B/W prints included 1,000 B/W @ .0069 over allowance 6.90$ 3-year extension 4,000 color prints included 2,000 color @ .0459 over allowance 91.80$ per month (estimated based off current use after factoring the lease allowance) 494.28$ **Estimated cost based on average 6,000 total color prints and 5,000 total B&W /month Total cost per month (inclues lease price and estimated print costs) Total over 36 MonthsCompany Name Copier Model Lease Price Per Month Maintenance/Print Cost **Cost estimated for copies based on current usage average Copier Info - 5 Year - New Copier Lease Lease Pricing Copier Info - 3 Year - Lease Renewal Lease Pricing Company Name Copier Model Lease Price Per Month Maintenance/Print Cost **Cost estimated for copies based on current usage average Total cost per month (inclues lease price and estimated print costs) Total over 60 Months Marco Our current lease with Marco includes a quarterly allowance for 20,000 black and white (B/W) copies and 0 color copies. The B/W copies rarely exceeded the amount included and on average they range between 4,000-6,000 per month. The current contract provides no allowance for color copies so those are billed at a flat rate per copy. Our typical range is between 4,000-6,000 per month for color copies. Both of Marco’s proposals for the new model lease and re-lease of the current machine include 4,000 B/W and 4,000 color copies, per month. The re-lease option is attractive because our current machine has approximately 350,000 B/W prints and 350,000 color prints on it, after five years. Our representative has stated they would not have offered a re-lease option if the machine were closer to 750,000 prints of each kind. Based on our average prints of around 4,000-6,000 per month, they believe the machine would still be rated in good condition after three additional years. The proposal to re-lease from Marco will not require any downtime to replace and set up a new machine. The current machine has only had 11 calls for service over the last 4 years. In the event the re-leased (used) machine were to completely fail or begin having an increased volume of service calls, Marco would replace the machine with a like-for-like version until the end of the lease terms. Metro Sales Metro Sales had the lowest lease price. However, while the scanning speed was equivalent to what we currently have, the proposed machine coping output was 20 fewer pages a minute than the current model. That could affect run times when packet deadlines are pushed for large agenda packets. The per-copy costs were lower however, there were no color or B/W copies included with the lease pricing. The monthly cost is estimated based on average current use. Loffler Loffler proposed two machines. They offered a reduced price if we signed the lease by June 30th. Our current lease doesn’t expire until September so we would not be able to take advantage of those savings. They were the highest cost per month, even if we had signed by June 30th. Their cost per page was the highest of the three quotes, and there were no prints included with the proposal. The monthly cost is estimated based on average current use. Budget Impact The true cost of the City’s current machine from September 2020 through May 2025 (56 months) has been $29,653.53 or $529.53 a month, on average. Of the $29,653.53, $17,676.24 was for the lease and maintenance agreement, $11,120.57 was for printing overages, and $856.75 were miscellaneous fees. For the last two years, the monthly B/W copy volume ranged from 4,000-6,000 copies, with color copies averaging about the same amount. The City’s current lease averages $529.53 per month, including the color copy overages. By keeping the current machine and restructuring the contract to include 4,000 B/W prints and 4,000 color prints per month, the city can save approximately $35.25 per month or $1,269.00 over the duration of the three-year re-lease contract. Attachments Attachment A: Multi-Function Copier Proposals Cost Summary Attachment B: Marco Proposal Attachment C: Loffler Proposal Attachment D: Metro Sales Proposals Lo f f l e r Ca n o n I m a g e R U N N E R A D V A N C E $3 4 4 . 6 7 Se r v i c e a n d t o n e r i n c l u d e d 34 4 . 6 7 $ 40 , 5 1 0 . 2 0 $ DX C 5 8 7 0 i No p r i n t s a r e i n c l u d e d i n t h e l e a s e 5, 0 0 0 B / W @ . 0 0 7 3 = $ 3 6 . 5 0 36 . 5 0 $ 6, 0 0 0 c o l o r @ . 0 4 9 = 2 9 4 . 0 0 29 4 . 0 0 $ (e s t i m a t e d b a s e d o f f c u r r e n t u s e ) 67 5 . 1 7 $ Lo f f l e r Ca n o n I m a g e R U N N E R A D V A N C E $3 0 2 . 2 3 Se r v i c e a n d t o n e r i n c l u d e d 30 2 . 2 3 $ 37 , 9 6 3 . 8 0 $ DX C 5 8 6 0 i No p r i n t s a r e i n c l u d e d i n t h e l e a s e 5, 0 0 0 B / W c o p i e s f o r $ 3 6 . 5 0 36 . 5 0 $ 6, 0 0 0 c o l o r c o p i e s $ 2 9 4 29 4 . 0 0 $ (e s t i m a t e d b a s e d o f f c u r r e n t u s e ) 63 2 . 7 3 $ Ma r c o Ko n i c a M i n o l t a C 6 5 1 i 53 4 . 2 2 Se r v i c e a n d t o n e r i n c l u d e d 53 4 . 2 2 $ 37 , 9 7 5 . 2 0 $ NE W M O D E L 4, 0 0 0 B / W p r i n t s i n c l u d e d 1, 0 0 0 B / W @ . 0 0 6 9 o v e r a l l o w a n c e 6. 9 0 $ 4, 0 0 0 c o l o r p r i n t s i n c l u d e d 2, 0 0 0 c o l o r @ . 0 4 5 9 o v e r a l l o w a n c e 91 . 8 0 $ pe r m o n t h ( e s t i m a t e d b a s e d o f f c u r r e n t u s e a f t e r fa c t o r i n g t h e l e a s e a l l o w a n c e ) 63 2 . 9 2 $ Me t r o S a l e s Ri c o h I M C 4 5 1 0 $2 0 8 . 1 8 Se r v i c e a n d t o n e r i n c l u d e d 20 8 . 1 8 $ 27 , 2 2 0 . 8 0 $ No p r i n t s a r e i n c l u d e d i n t h e l e a s e 5, 0 0 0 B / W @ . 0 0 5 9 = 2 9 . 5 0 29 . 5 0 $ 6, 0 0 0 c o l o r @ . 0 3 6 = 2 1 6 . 0 0 21 6 . 0 0 $ (e s t i m a t e d b a s e d o f f c u r r e n t u s e ) 45 3 . 6 8 $ Ma r c o Ko n i c a M i n o l t a C 6 5 0 i $3 9 5 . 5 8 Se r v i c e a n d t o n e r i n c l u d e d 39 5 . 5 8 $ 17 , 7 9 4 . 0 8 $ CU R R E N T C O P I E R 4, 0 0 0 B / W p r i n t s i n c l u d e d 1, 0 0 0 B / W @ . 0 0 6 9 o v e r a l l o w a n c e 6. 9 0 $ 3- y e a r e x t e n s i o n 4, 0 0 0 c o l o r p r i n t s i n c l u d e d 2, 0 0 0 c o l o r @ . 0 4 5 9 o v e r a l l o w a n c e 91 . 8 0 $ p e r m o n t h ( e s t i m a t e d b a s e d o f f c u r r e n t u s e a f t e r fa c t o r i n g t h e l e a s e a l l o w a n c e ) 49 4 . 2 8 $ ** E s t i m a t e d c o s t b a s e d o n a v e r a g e 6 , 0 0 0 t o t a l c o l o r p r i n t s a n d 5 , 0 0 0 t o t a l B & W / m o n t h Co p i e r I n f o - 5 Y e a r - N e w C o p i e r L e a s e Le a s e P r i c i n g Co p i e r I n f o - 3 Y e a r - L e a s e R e n e w a l Le a s e P r i c i n g 20 2 5 L e a s e P r o p o s a l s Co m p a n y N a m e Co p i e r M o d e l Le a s e P r i c e P e r Mo n t h Ma i n t e n a n c e / P r i n t C o s t ** C o s t e s t i m a t e d f o r c o p i e s ba s e d o n c u r r e n t u s a g e a v e r a g e To t a l c o s t p e r m o n t h (i n c l u e s l e a s e p r i c e an d e s t i m a t e d p r i n t To t a l o v e r 6 0 Mo n t h s To t a l c o s t p e r m o n t h (i n c l u e s l e a s e p r i c e an d e s t i m a t e d p r i n t To t a l o v e r 3 6 Mo n t h s Co m p a n y N a m e Co p i e r M o d e l Le a s e P r i c e P e r Mo n t h Ma i n t e n a n c e / P r i n t C o s t ** C o s t e s t i m a t e d f o r c o p i e s ba s e d o n c u r r e n t u s a g e a v e r a g e Page | 2 PROPOSAL CITY OF ARDEN HILLS Current Monthly lease agreement for Konica Minolta $235.71 Current Service & Supplies Details: • Konica C650 o Includes 20,000 monochrome prints per month $75.80 o Includes 0 color prints per month ▪ Actual color prints average 6,755 color prints per month. $219.53 Total Monthly Cost $531.04 RECOMMENDED PRINT SOLUTION QTY ITEM DESCRIPTION 1 ADXE011 KONICA C651i W/DF -714 COLOR 65PPM A3 COPIER Specifications • 65 Monochrome Pages Per Minute • 65 Color Pages Per Minute • 300 Single Pass Document Feeder • 100 Sheet Bypass Tray • (4) 500 Sheet Paper Tray • 3,000 Sheet Side LCT • Stapling Finisher • Fax Board • Mobile Printing MANAGED ACCOUNT PROGRAM (MAP) Our Managed Account Program includes equipment, service, and supplies (except staples and paper). The result is a system with the capabilities and features you need—without the administrative headaches. 60 Month MAP ............................................................................................ $534.22/Month • Black and White Prints included per Month: 4,000 • Black and White Print Overage: $0.0069/Print • Color Prints included per Month: 4,000 • Color Print Overages: $0.0459 /Print DELIVERY, INSTALLATION, INITIAL SUPPLIES AND INITIAL TRAINING Delivery, Installation, Initial Supplies & Initial Training....................................................Included Due to changing economic conditions pricing and availability is subject to change without notice at any point during or after the quotation. Accepted by: Date: By signing this proposal, you are authorizing Marco Technologies LLC to order, install and invoice the above listed equipment. Page | 3 PROPOSAL CITY OF ARDEN HILLS Current Monthly lease agreement for Konica Minolta $235.71 Current Service & Supplies Details: • Konica C650 o Includes 20,000 monochrome prints per month $75.80 o Includes 0 color prints per month ▪ Actual color prints average 6,755 color prints per month. $219.53 Total Monthly Cost $531.04 RECOMMENDED PRINT SOLUTION QTY ITEM DESCRIPTION 1 Re-Lease Current machine KONICA C65 0iW/DF -714 COLOR 65PPM A3 COPIER Specifications • 65 Monochrome Pages Per Minute • 65 Color Pages Per Minute • 300 Single Pass Document Feeder • 100 Sheet Bypass Tray • (4) 500 Sheet Paper Tray • 3,000 Sheet Side LCT • Stapling Finisher • Fax Board • Mobile Printing MANAGED ACCOUNT PROGRAM (MAP) Our Managed Account Program includes equipment, service, and supplies (except staples and paper). The result is a system with the capabilities and features you need—without the administrative headaches. Re-Lease Current machine 36 Month MAP ............................................................................................ $395.58/Month • Black and White Prints included per Month: 4,000 • Black and White Print Overage: $0.0069/Print • Color Prints included per Month: 4,000 • Color Print Overages: $0.0459 /Print DELIVERY, INSTALLATION, INITIAL SUPPLIES AND INITIAL TRAINING Delivery, Installation, Initial Supplies & Initial Training....................................................Included Due to changing economic conditions pricing and availability is subject to change without notice at any point during or after the quotation. Accepted by: Date: By signing this proposal, you are authorizing Marco Technologies LLC to order, install and invoice the above listed equipment. IM C2510/IM C3010/IM C3510/IM C4510/IM C6010 IM C2510 IM C3010 IM C3510 IM C4510 IM C6010 GENERAL :DUPXSWLPH VHFRQGV VHFRQGV VHFRQGV VHFRQGV VHFRQGV )LUVWRXWSXWVSHHG%: VHFRQGV VHFRQGV VHFRQGV VHFRQGV VHFRQGV )LUVWRXWSXWVSHHGIXOOFRORU VHFRQGV VHFRQGV VHFRQGV VHFRQGV VHFRQGV &RQWLQXRXVRXWSXWVSHHG 25 ppm 30 ppm 35 ppm 45 ppm 60 ppm 0HmRU\ VWDQGDUG 0DLQIUDmH 2*%623 4*% 0DLQIUDmH 4*%  623 4*% 0DLQIUDmH 4*%  623 4*% 0DLQIUDmH 4*%  623 4*% 0DLQIUDmH 4*%  623 4*% 66' VWDQGDUG 256 *% 63') FDpDFLW\220 VKHHWV :HLJKW 6 NJ  2 OEV 3 NJ  2 OEV 3 NJ  2 OEV 00 NJ  2222 OEV 00 NJ  2222 OEV 'LmHQVLRQV:['[+23´ [ 26´ [ 3´ 5 mm [ 0 mm [ 63 mm 3RZHU VRXUFH 20929 60+] COPIER 0XOWLpOH FRp\LQJ 8p WR  FRpLHV 5HVROXWLRQ 600 GpL Zoom )Uom 25400 LQ  LQFUHmHQWV PRINTER &38 ,QWHO $po,Oo /DNH 3 *+] ,QWHO $po,Oo /DNH 3 *+] ,QWHO $po,Oo /DNH 3 *+] ,QWHO $po,Oo /DNH 6 *+] ,QWHO $po,Oo /DNH 6 *+] 3ULQWHU ODQJXDJH VWDQGDUG 3&/5F 3&/6 3oVW6FULpW®370 (mXODWLoQ 3') 'LUHFW 3ULQW (mXODWLoQ 3ULQWHU ODQJXDJH opWLoQ *HQXLQH $GoEH® 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2000VKHHW /DUJH FDpDFLW\ WUD\ 500VKHHW 6LGH ODUJH FDpDFLW\ WUD\ 000VKHHW +\EULG ¿QLVKHU 000VKHHW %ooNOHW ¿QLVKHU 500VKHHW ,QWHUQDO ¿QLVKHU ,QWHUQDO VKLIW WUD\ 2QHELQ WUD\ 3000VKHHW ¿QLVKHU ,0 &450,0 &600 oQO\ OTHER OPTIONS )D[ XQLW *3 ,QWHUIDFH )D[ mHmoU\ XQLW &DELQHW 6WDpOHOHVV XQLW 3XQFK XQLWV ,QWHUQDO 0XOWLIoOG XQLW *HQXLQH $GoEH 3oVW6FULpW 5 3 ,((( 02 DEJQDF 2&5 XQLW 320 *% +'' (QKDQFHG 6HFXULW\ 66' &oXQWHU ,) XQLW &DUG 5HDGHU &oYHU ,3'6 8QLW )LHU\ &oOoU &oQWUoOOHU )LHU\ ,mpoVH )LHU\ &ompoVH )LHU\ +oW )oOGHUV 6omH opWLoQV mD\ QoW EH DYDLODEOH DW WKH WLmH oI mDUNHW UHOHDVH 6pHFLILFDWLoQV DUH VXEMHFW Wo FKDQJH ZLWKoXW QoWLFH )oU mD[LmXm pHUIoUmDQFH DQG \LHOG ZH UHFommHQG XVLQJ JHQXLQH 5LFoK pDUWV DQG VXppOLHV 6omH IHDWXUHV mD\ UHTXLUH DGGLWLoQDO opWLoQV DQGoU FKDUJHV Metro Sales Quote – Cannon IM C4510 Lease: $208.18 B/W Images: 5,000 x .0059 = $29.50 Color Images: 6,000 x .036 = $216.00 Total: $453.68 Recommended Solution Canon imageRUNNER ADVANCE DX C5860i Components Included: 60 Pages per Minute (B&W & Color) 10.1" Intuitive Touchscreen with Smartphone-like Usability. 1200 x 1200 dpi 1,200 sheet Paper Supply (Standard) · (2) 550 sheet Paper Cassettes · 100 sheet Stack Bypass 200-Sheet Single Pass Duplexing Document Feeder Scan Speed Single Side: up to 135 ppm Scan Speed Double Side: up to 270 ppm Color Scan to Email, Scan to File and Scan to Word Print up to 12X18 paper size 250GB HDD Automatic Trayless Duplexing stock photo - does not represent proposed configuration UFRII Print Kit, PCL Print Kit, and PS Print Kit Delivery, Professional Service Installation, Implementation and Training Proposed Configuration State Contract 189667 Purchase Price 60 Mo Lease Canon DX C5860i $9,519.30 $195.24 Cassette Feeding Unit-AW1 (2 additional 550-sheet paper drawers)$1,045.16 $21.44 Staple Finisher-AB2 $1,752.76 $35.95 Buffer Pass Unit-P2 $192.56 $3.95 Paper Deck Unit-F1 (2,700 sheets 8.5 X 11)$1,512.64 $31.02 Super G3 FAX Board-AX2 $574.20 $11.78 Power Filter $138.94 $2.85 Total $14,735.56 $302.23 10% discount $13,262.00 $272.01 Good through June 30th Service and Supply Agreement: All B&W images: $0.0073 per copy All Color images: $0.049 per copy Includes ALL Service Calls, Parts, Labor, Toner, and Staples Canon's comprehensive portfolio of imageRUNNER ADVANCE multifunction printers and integrated solutions can help simplify the end user experience and management of technology, better control sensitive information and print-related costs, and help ensure that technology investments proactively evolve with changing needs. Recommended Solution Canon imageRUNNER ADVANCE DX C5870i Components Included: 70 Pages per Minute (B&W & Color) 10.1" Intuitive Touchscreen with Smartphone-like Usability. 1200 x 1200 dpi 1,200 sheet Paper Supply (Standard) · (2) 550 sheet Paper Cassettes · 100 sheet Stack Bypass 200-Sheet Single Pass Duplexing Document Feeder Scan Speed Single Side: up to 135 ppm Scan Speed Double Side: up to 270 ppm Color Scan to Email, Scan to File and Scan to Word Print up to 12X18 paper size 250GB HDD Automatic Trayless Duplexing stock photo - does not represent proposed configuration UFRII Print Kit, PCL Print Kit, and PS Print Kit Delivery, Professional Service Installation, Implementation and Training Proposed Configuration State Contract 189667 Purchase Price 60 Mo Lease Canon DX C5870i $11,588.50 $237.68 Cassette Feeding Unit-AW1 (2 additional 550-sheet paper drawers)$1,045.16 $21.44 Staple Finisher-AB2 $1,752.76 $35.95 Buffer Pass Unit-P2 $192.56 $3.95 Paper Deck Unit-F1 (2,700 sheets 8.5 X 11)$1,512.64 $31.02 Super G3 FAX Board-AX2 $574.20 $11.78 Power Filter $138.94 $2.85 Total $16,804.76 $344.67 12% discount $14,788.19 $303.31 Good through June 30th Service and Supply Agreement: All B&W images: $0.0073 per copy All Color images: $0.049 per copy Includes ALL Service Calls, Parts, Labor, Toner, and Staples Canon's comprehensive portfolio of imageRUNNER ADVANCE multifunction printers and integrated solutions can help simplify the end user experience and management of technology, better control sensitive information and print-related costs, and help ensure that technology investments proactively evolve with changing needs. Page 1 of 2 CONSENT ITEM – 8F MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers City Administrator Jessica Jagoe FROM: Jess Skalicky, Parks and Recreation Manager SUBJECT: Sponsorship Policy Budgeted Amount: Actual Amount: Funding Source: N/A N/A N/A Council Should Consider Motions to approve, table, or deny the following: • Adoption of a Sponsorship Policy Background At the June 9, 2025 work session, the City Council and staff discussed the development of a Sponsorship Policy. The policy is intended to provide clear guidelines for staff and local businesses or organizations regarding event sponsorships, ensuring a consistent and well-defined process for accepting them. Following consultation with the City Attorney, staff presented a draft Sponsorship Policy at the meeting. Based on Council feedback, the draft was revised to include a stronger statement affirming staff’s authority to reject any sponsorship for any reason. The phrase “or candidates” was added to the policy’s list of prohibited sponsorships. The word “cannabis” was also added to the list of prohibited sponsorships. The “Level of Recognition” section was also shortened to avoid redundancy with the Sponsorship Brochure’s outlined sponsorship levels. While other minor wording edits were made, all other components of the policy remain unchanged. The Sponsorship Brochure shared during the discussion was presented only as a sample of what the future Communications Coordinator will develop once the policy is adopted. Council directed staff to bring the revised policy forward for formal adoption. Budget Impact N/A Page 2 of 2 Attachment Attachment A – Draft Sponsorship Policy – Clean Attachment B – Draft Sponsorship Policy – Redlines Arden Hills Sponsorship Policy Draft - Clean General Statement This policy is intended to apply criteria and guidelines for sponsorships. The objective is to welcome sponsorships that support the City of Arden Hill's mission and benefit the community. Guidelines The City will not accept sponsorships in the following cases: • The sponsor's product or service competes with the City's programs or facilities. • The sponsorship interferes with the City's political or religion neutrality. • The sponsor requests to limit the City's ability to seek or approve other sponsors. • The sponsor's products, services, and messaging conflicts with City policies or goals. • The City will exercise full discretion to decline or terminate any sponsorship at any time, for any reason it deems appropriate. The City does not accept sponsorships from entities associated with: • Tobacco, vaping, cannabis, alcohol, gambling, or weapons • Religious or political organizations or candidates • Adult content or sensitive social issues Recognition of Sponsors • Recognition of sponsorship shall not suggest the City is endorsing the sponsor's products, service, or message. • All sponsorships require written agreement for a defined period of time. • The City reserves the right to decline or terminate any sponsorship at its sole discretion. Categories Sponsorships are appropriate for the following broad types of activities: • City-sponsored events • Program delivery, including financial or in-kind support Level of Recognition Sponsors will be provided with a level of recognition that is commensurate with their level of contribution as outlined in the Sponsorships Brochure. Arden Hills Sponsorship Policy Draft - Redlines General Statement This policy is intended to apply criteria and guidelines for sponsorships. The objective is to welcome sponsorships that support the City of Arden Hill's mission and benefit the community. Guidelines The City will not accept sponsorships in the following cases: • The sponsor's product or service competes with the City's programs or facilities. • The sponsorship interferes with the City's political or religion neutrality. • The sponsor requests to limit the City's ability to seek or approve other sponsors. • The sponsor's products, services, and messaging conflicts with City policies or goals. • The City will exercise full discretion to decline or terminate any sponsorship at any time, for any reason it deems appropriate. The City does not accept sponsorships from entities associated with: • Tobacco, vaping, alcohol, cannabis, gambling, or weapons • Religious or political organizations or candidates • Adult content or sensitive social issues Recognition of Sponsors Recognition of sponsorship shall not suggest the City is endorsing the sponsor's products, service, or message. • All sponsorships require written agreement for a defined period of time. • The City reserves the right to decline or terminate any sponsorship at its sole discretion. Categories Sponsorships are appropriate for the following broad types of activities: • Events sponsored by the City. City-sponsored events. • Program delivery-, including financial or in-kind support. Level of Recognition Sponsors will be provided with a level of recognition that is commensurate with their contribution, as outline in the Sponsorship Brochure. including one or more of the following: • Thank you letter. • Publicity through City newsletter, website, and/or promotional materials • Register of sponsors that is accessible to the public. Page 1 of 2 CONSENT ITEM – 8G MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers Jessica Jagoe, City Administrator FROM: David Swearingen, P.E. Public Works Director / City Engineer SUBJECT: Ramsey County Fleet Services Payment for April 2025 Budgeted Amount: Actual Amount: Funding Source: $60,000 $19,298.67 727-49700-44040 ($28,111.53 Remaining) Council Should Consider Motions to approve, table, or deny the following: • The payment of the Ramsey County Fleet Services April 2025 invoice. Background/Discussion Arden Hills Public Works contracts larger equipment repairs with the Ramsey County Fleet Services Dept. The invoice for April 2025 totals $19,298.67 and is broken down as shown below. • Labor- $8,903.70 • Parts- $9,395.43 • Handling fee on parts- $939.54 • Shop Fees- $60.00 Total $19,298.67 Historically, March and April have a higher level of repairs completed as the PW Department is preparing for the summer months, proactively inspecting and repairing equipment. Attachment A is the Fleet Services invoice from Ramsey County. The street sweeper received the largest repair with many wear items being replaced or repaired in preparation for spring street sweeping. The total cost to repair the street sweeper in April of 2025 was $11,928.28. This accounts for a large portion of the April invoice. Page 2 of 2 Budget Impact There is no impact to the budget as $60,000 is budgeted for repairs and maintenance, with $47,410.20 remaining to date. Once this invoice is paid, the new remaining balance will be $28,111.53. Attachments Attachment A: Ramsey County Fleet Services April 2025 Invoice and details sheets RC PUBW INVOICE NO. DATE 5/20/2025 CUSTOMER ID 4000 TO City of Arden Hills Equipment, repairs, services and parts provided during April 2025 311701 22118 550301 00000 2025 DESCRIPTION QUANTITY AMOUNT TOTAL Labor 1.00 $8,903.70 $8,903.70 Parts 1.00 $9,395.43 $9,395.43 10% Handling Fees on parts 1.00 $939.54 $939.54 Shop Fees 1.00 $60.00 $60.00 $0.00 $0.00 $0.00 $0.00 $0.00 TOTAL DUE $19,298.67 INVOICE Issued Parts Charges by Department Issue Type: Direct Issues Only Returns: Both Issues and Returns All Accounts Department(s): FL-AH All Locations All Work Order Locations All Assets All Parts Issue Dates from 4/1/2025 to 4/30/2025 Department: FL-AH - City Of Arden Hills Part -Suffix - Description Work Order #Asset Issue Date Return F Quantity Issued Unit Price Customer ChargesFleet Costs 8003026-0 - Filter-Fuel; Fuel Filter Direct FL-85318 4-29-2025 1 74.51 74.51 74.51 8002000-0 - Filter-Air; Air Filter8002000-0 - Filter-Air; Air Filter Direct FL-85318 4-29-2025 1 30.05 30.05 30.05 7901002-0 - Oil; Bulk 5W-40 Ck-4 Synthetic Oil - Trophy Super D - Eo2 Direct FL-85318 4-29-2025 1 4.01 4.01 4.01 8106005-0 - Def; Diesel Exhaust Fluid - 2.5 Gallon8106005-0 - Def; Diesel Exhaust Fluid - 2.5 Gallon Direct FL-85321 4-1-2025 1 8.74 8.74 8.74 8106005-0 - Def; Diesel Exhaust Fluid - 2.5 Gallon Direct FL-85321 4-17-2025 1 8.74 8.74 8.74 8101030-0 - Coolant; Antifreeze - Mack Elc Extended Life Prediluted 8101030-0 - Coolant; Antifreeze - Mack Elc Extended Life Prediluted Direct FL-85431 4-4-2025 1 9.61 9.61 9.61 5301016-0 - Batteries; Group 96 Battery Direct FL-85504 4-15-2025 1 148.96 148.96 148.96 40161502-0 - Filter; Water Filter40161502-0 - Filter; Water Filter Direct FL-85122 4-7-2025 1 6.36 6.36 6.36 8101038-0 - Coolant; Antifreeze - Ford Yellow Prediluted Direct FL-85323 4-28-2025 1 11.78 11.78 11.78 8106005-0 - Def; Diesel Exhaust Fluid - 2.5 Gallon8106005-0 - Def; Diesel Exhaust Fluid - 2.5 Gallon Direct FL-85328 4-17-2025 1 8.74 8.74 8.74 8106005-0 - Def; Diesel Exhaust Fluid - 2.5 Gallon Direct FL-85438 4-1-2025 1 8.74 8.74 8.74 320.24 320.24 11DEPARTMENT Totals: Quantity Issued Fleet Costs Customer Charges Difference GRAND TOTALS: 11 $320.24 $320.24 $0.00 Page 1 of 1©2025 AssetWorks LLC. All Rights Reserved. Report Date: 5/5/2025 Work Order Billing by Department All Accounts Department(s): FL-AH WO Closed Dates from 4-2025 to 4-2025* Repair Reason(s) Excluded: AC, CANC * The report shows only closed work orders, with closed dates in the date range selected. It includes all transactions on the work order, regardless of insert date. All Work Order Locations Department to Be Charged: FL-AH - CITY OF ARDEN HILLS Account ID Work Order Total Cost Misc Cost Internal Commercial Labor Parts Labor PartsAssetWork Order ID Labor Hours OtherWO Status 27.09 2,438.10 1,253.28 0.00 0.00 3,701.38FLEET ASSIGNMENT/WOFL-85124FL-PW-2024-3318 0.00CLOSED 10.00 52.53 4,727.70 7,190.58 0.00 0.00 11,928.28FLEET ASSIGNMENT/WOFL-85122FL-PW-2025-226 0.00CLOSED 10.00 10.02 901.80 592.16 0.00 0.00 1,503.96FLEET ASSIGNMENT/WOFL-85123FL-PW-2025-569 0.00CLOSED 10.00 1.50 0.00 31.51 0.00 0.00 41.51FLEET ASSIGNMENT/WOFL-85601FL-PW-2025-655 0.00CLOSED 10.00 1.97 177.30 7.66 0.00 0.00 194.96FLEET ASSIGNMENT/WOFL-85431FL-PW-2025-765 0.00CLOSED 10.00 7.32 658.80 0.00 0.00 0.00 668.80FLEET ASSIGNMENT/WOFL-85128FL-PW-2025-892 0.00CLOSED 10.00 DEPARTMENT Totals: 8,903.70 9,075.19 0.00 0.00 18,038.89 100.43 0.00 60.00 Page 1 of 1©2025 AssetWorks LLC. All Rights Reserved.Report Date: 5/5/2025 Work Order Detail - Charges The report shows only closed work orders, with closed dates in the date range selected. It includes all transactions on the work order, regardless of insert date. The report will not include all detail items when a Department Filter or an Account Filter is applied. If there is no Account or Department applied to the details the report will look the Work Order Header information. WO Closed Dates from 4/1/2025 to 4/30/2025 Repair Reason(s) Excluded: AC, CANC All Locations All Work Orders Department ID(s): FL-AH Account ID(s): FLEET ASSIGNMENT/WO, FLEET COMMERCIAL POSTINGS, FLEET LABOR, FLEET PART ISSUES All Assets Work Order:FL-PW-2024-3318 - TRAILER ANNUAL Date In:12/27/2024 11:21AMFL-85124 - 2018 TOWMASTER TILT DECK T-16TWO Status:Asset:CLOSED 12/30/2024 11:21AM Date Due:FL-AH - CITY OF ARDEN HILLSDepartment:Job Type:PM Account:Project Code: Estimated Completion:FLEET ASSIGNMENT/WO Serial:Warranty:User Opened: Date WO Opened:12/27/2024 11:21AMNO4KNBT3222JL16179529984 License:User Finished:Repair Reason: Date WO Finished:04/01/2025 10:01AMPM28327 Accident:User Closed: Date WO Closed:04/09/2025 06:26AM28658 Contact: Meter 1:0 JEFF FRID Meter 2:0 Work Order Summary Internal Labor Parts Overhead Labor Parts Misc Commercial Tax/Markup Equipment Usage Charges 10.00 0.00 0.00 0.00 0.00 0.00 2,438.10 1,253.28 Total Work Order Costs: $ 3,701.38 Work Order Details Labor Transaction Date EmployeeTaskDepartment Account 28327 - Richard Hays03-25-2025 09:29AM 017-001 - FL-TIRE REPLACEN/A FLEET LABOR 2.30 207.00 28327 - Richard Hays03-26-2025 01:14PM 017-001 - FL-TIRE REPLACEN/A FLEET LABOR 1.22 109.80 28327 - Richard Hays04-01-2025 10:01AM 017-001 - FL-TIRE REPLACEN/A FLEET LABOR 1.48 133.20 28327 - Richard Hays03-24-2025 02:45PM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET LABOR 2.10 189.00 28327 - Richard Hays03-25-2025 07:11AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET LABOR 0.68 61.20 28327 - Richard Hays03-25-2025 10:56AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET LABOR 1.45 130.50 28327 - Richard Hays03-25-2025 02:44PM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET LABOR 2.72 244.80 28327 - Richard Hays03-26-2025 10:55AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET LABOR 4.43 398.70 28327 - Richard Hays03-26-2025 02:44PM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET LABOR 1.50 135.00 28327 - Richard Hays03-31-2025 10:57AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET LABOR 4.42 397.80 28327 - Richard Hays03-31-2025 02:45PM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET LABOR 2.72 244.80 28327 - Richard Hays04-01-2025 08:31AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET LABOR 2.07 186.30 Work Order FL-PW-2024-3318 continues on next page... ©2025 AssetWorks LLC. All Rights Reserved.Page 1 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2024-3318 - TRAILER ANNUAL 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Work Order Details Parts Qty Issued Total CostPartTaskTransaction Date AccountDepartment 1953313176-0 - Tire; 235/75R17.5 Advanta Av2000S03-25-2025 09:31AM 017-001 - FL-TIRE REPLACEN/A FLEET PART ISSUES 4 739.68 6420001-0 - Valve Stem; Heavy Duty Valve Stem Tr416 03-26-2025 09:33AM 017-001 - FL-TIRE REPLACEN/A FLEET PART ISSUES 4 13.23 021-088-00-0 - Hubcap; Oil Hub Cap 9K-10K With No Plug Or Gasket 03-28-2025 09:46AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET PART ISSUES 4 87.56 046-032-00-0 - Hubcap; Rubber Oil Cap Plug03-28-2025 09:35AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET PART ISSUES 4 10.36 6338K587-0 - Hardware; Oil-Embedded 841 Bronze Flanged Sleeve Bearing For 1" Shaft And 1-1/4" Housing Id, 1" Long, 3/16" Flange Thickness 03-27-2025 02:59PM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET PART ISSUES 8 97.14 7701004-0 - Paint; Black Paint - Gloss03-31-2025 10:17AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET PART ISSUES 1 5.10 7903003-0 - Fluid-Gear Lube; 75W-140 Synthetic Rear Axle Lubricant 03-26-2025 07:11AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET PART ISSUES 1 11.96 8102011-0 - Spray; Gasket Prep And Parts Cleaner Spray 03-25-2025 09:32AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET PART ISSUES 4 16.14 8102011-0 - Spray; Gasket Prep And Parts Cleaner Spray 03-26-2025 06:47AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET PART ISSUES 3 12.11 8102011-0 - Spray; Gasket Prep And Parts Cleaner Spray 03-31-2025 02:16PM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET PART ISSUES 1 4.04 DEX 010-051-02-0 - Oil Seal; Oil Seal03-28-2025 09:46AM TRAILER ANN - FL-TRAILER ANNUAL SERVICEN/A FLEET PART ISSUES 4 255.96 ©2025 AssetWorks LLC. All Rights Reserved.Page 2 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2025-226 - SWEEPER 125 HR SERVICE / SWEEPER ANNUAL / SEE NOTES Date In:01/28/2025 02:08PMFL-85122 - 2017 ELGIN PELICAN 4.5L SWEEPERWO Status:Asset:CLOSED 01/28/2025 04:08PM Date Due:FL-AH - CITY OF ARDEN HILLSDepartment:Job Type:PM Account:Project Code: Estimated Completion:FLEET ASSIGNMENT/WO Serial:Warranty:User Opened: Date WO Opened:01/28/2025 02:08PMNONP4130429984 License:User Finished:Repair Reason: Date WO Finished:04/11/2025 02:17PMPM30785 Accident:User Closed: Date WO Closed:04/16/2025 04:56AM28658 Contact: Meter 1:0 JEFF FRID Meter 2:1,657 Work Order Summary Internal Labor Parts Overhead Labor Parts Misc Commercial Tax/Markup Equipment Usage Charges 10.00 0.00 0.00 0.00 0.00 0.00 4,727.70 7,190.58 Total Work Order Costs: $ 11,928.28 Work Order Details Work Order FL-PW-2025-226 continues on next page... ©2025 AssetWorks LLC. All Rights Reserved.Page 3 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2025-226 - SWEEPER 125 HR SERVICE / SWEEPER ANNUAL / SEE NOTES Date In:01/28/2025 02:08PMFL-85122 - 2017 ELGIN PELICAN 4.5L SWEEPERWO Status:Asset:CLOSED 01/28/2025 04:08PM Date Due:FL-AH - CITY OF ARDEN HILLSDepartment:Job Type:PM Account:Project Code: Estimated Completion:FLEET ASSIGNMENT/WO Serial:Warranty:User Opened: Date WO Opened:01/28/2025 02:08PMNONP4130429984 License:User Finished:Repair Reason: Date WO Finished:04/11/2025 02:17PMPM30785 Accident:User Closed: Date WO Closed:04/16/2025 04:56AM28658 Contact: Meter 1:0 JEFF FRID Meter 2:1,657 Work Order Summary Internal Labor Parts Overhead Labor Parts Misc Commercial Tax/Markup Equipment Usage Charges 10.00 0.00 0.00 0.00 0.00 0.004,727.70 7,190.58 Total Work Order Costs: $ 11,928.28 Work Order Details Labor Transaction Date EmployeeTaskDepartment Account 30785 - James Berggren03-18-2025 10:26AM 017-001 - FL-TIRE REPLACEN/A FLEET LABOR 1.52 136.80 30785 - James Berggren03-21-2025 03:21PM 017-001 - FL-TIRE REPLACEN/A FLEET LABOR 0.02 1.80 30785 - James Berggren04-11-2025 02:14PM 017-001 - FL-TIRE REPLACEN/A FLEET LABOR 0.00 0.00 30785 - James Berggren03-18-2025 08:55AM 032-002 - FL-STARTERN/A FLEET LABOR 0.43 38.70 30785 - James Berggren03-21-2025 03:20PM 032-002 - FL-STARTERN/A FLEET LABOR 1.70 153.00 30785 - James Berggren01-29-2025 02:29PM SWEEPER 125 - FL-SWEEPER 125 HOUR SERVICE N/A FLEET LABOR 0.00 0.00 30785 - James Berggren03-21-2025 03:22PM SWEEPER 125 - FL-SWEEPER 125 HOUR SERVICE N/A FLEET LABOR 0.02 1.80 30785 - James Berggren04-11-2025 02:17PM SWEEPER 125 - FL-SWEEPER 125 HOUR SERVICE N/A FLEET LABOR 0.05 4.50 30785 - James Berggren01-29-2025 12:20PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 1.77 159.30 30785 - James Berggren01-29-2025 02:29PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 0.10 9.00 30785 - James Berggren01-29-2025 04:32PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 2.05 184.50 30785 - James Berggren01-30-2025 09:16AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 0.00 0.00 30785 - James Berggren01-30-2025 02:55PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 2.68 241.20 30785 - James Berggren02-03-2025 12:05PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 0.22 19.80 30785 - James Berggren02-03-2025 02:30PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 0.15 13.50 30785 - James Berggren02-26-2025 04:58PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 1.83 164.70 30785 - James Berggren02-27-2025 04:17PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 8.13 731.70 30785 - James Berggren02-28-2025 11:16AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 2.75 247.50 30785 - James Berggren02-28-2025 12:16PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 3.75 337.50 30785 - James Berggren02-28-2025 12:16PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR -3.75 -337.50 30785 - James Berggren03-03-2025 12:06PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 4.00 360.00 30785 - James Berggren03-13-2025 12:08PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 2.33 209.70 Work Order FL-PW-2025-226 continues on next page... ©2025 AssetWorks LLC. All Rights Reserved.Page 4 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2025-226 - SWEEPER 125 HR SERVICE / SWEEPER ANNUAL / SEE NOTES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Work Order Details Labor Transaction Date EmployeeTaskDepartment Account 30785 - James Berggren03-13-2025 04:18PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 3.23 290.70 30785 - James Berggren03-14-2025 12:31PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 3.32 298.80 30785 - James Berggren03-14-2025 04:18PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 2.95 265.50 30785 - James Berggren03-17-2025 12:05PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 3.33 299.70 30785 - James Berggren03-17-2025 04:30PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 3.33 299.70 30785 - James Berggren03-18-2025 08:29AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 1.53 137.70 30785 - James Berggren03-18-2025 12:13PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 1.78 160.20 30785 - James Berggren03-18-2025 04:22PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 3.13 281.70 30785 - James Berggren03-21-2025 03:33PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET LABOR 0.18 16.20 Work Order FL-PW-2025-226 continues on next page... ©2025 AssetWorks LLC. All Rights Reserved.Page 5 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2025-226 - SWEEPER 125 HR SERVICE / SWEEPER ANNUAL / SEE NOTES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Work Order Details Parts Qty Issued Total CostPartTaskTransaction Date AccountDepartment 0179000-0 - Tire; 215/75R17.5 H 16 Ply02-27-2025 02:18PM 017-001 - FL-TIRE REPLACEN/A FLEET PART ISSUES 2 549.40 TP-49129-A-0 - Pigtail; Pigtail03-24-2025 11:43AM 032-002 - FL-STARTERN/A FLEET PART ISSUES 1 19.43 1006193-0 - Sweeper; Deflector Baffle03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 86.11 1006395-0 - Sweeper; Belt Scraper P5E03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES -1 -35.48 1006395-0 - Sweeper; Belt Scraper P5E03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 35.48 1006435-0 - Hardware; Scraper And Belt Assy03-20-2025 10:54AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 414.45 1010147-0 - Hardware; Pelican Bumper03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 2 252.60 1015801-0 - Sweeper; Belt Splice Kit03-20-2025 10:54AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 85.21 1025993-0 - Sweeper; Water Fltr Hsg03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 101.99 1054322V-0 - Sweeper; Dirt Shoe Runner-Mod Lg03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 2 111.36 1061331-0 - Sweeper; Clevis Pin .5003-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 1.25 1075635-0 - Hardware; Hopper Rest Pad A8B0403-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 2 17.48 1078915-0 - Sweeper; Right Hand Lower Deflector03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 213.37 1078916-0 - Sweeper; Left Hand Lower Deflector N4D 03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 189.36 1079901-0 - Sweeper; Pl-Actuator Pvt03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 2 103.04 1080330-0 - Sweeper; Clmp-Hopp Seal03-17-2025 11:22AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 124.06 1082386-0 - Sweeper; Chevron Belt 157 Inch S4E Ns Np 03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 2,663.95 1084159-0 - Sweeper; D-Seal 63.75 Inches Long03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 25.19 1085649-0 - Hardware; Conveyor Dirt Baffle03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 2 35.08 1096163-0 - Sweeper; Mod Dirt Shoe Short03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 2 125.68 1117245-0 - Sweeper; Actuat-Lin-24V03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 1,087.41 2701004-0 - Gutter Broom; Gutter Broom - Elgin03-17-2025 12:09PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 4 93.40 40161502-0 - Filter; Water Filter02-27-2025 02:39PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 6.36 4900501-0 - Sweeper; Weatherstrip/Ft D1A03-03-2025 11:55AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 1.48 4900501-0 - Sweeper; Weatherstrip/Ft D1A03-04-2025 07:48AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES -5 -7.40 4900501-0 - Sweeper; Weatherstrip/Ft D1A03-04-2025 07:48AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 5 7.40 4900509-0 - Sweeper; Ultra Grip Epdm Seal03-17-2025 11:22AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 7 55.93 5003793-0 - Sweeper; Hex Cap Nut03-17-2025 11:22AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 10 2.10 5005100-0 - Sweeper; Lock Nut03-17-2025 11:22AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 10 1.50 5005182-0 - Sweeper; Flat Washer03-17-2025 11:22AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 10 2.40 78037PL-0 - Sweeper; Gray Inj .060Cc03-20-2025 11:06AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 74.47 7870206-0 - Sweeper; Flat Washer03-17-2025 11:22AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 10 2.90 7901002-0 - Oil; Bulk 5W-40 Ck-4 Synthetic Oil - Trophy Super D - Eo2 02-27-2025 02:36PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 16 64.16 7906003-0 - Grease; Bulk Grease Lithium 0002-27-2025 02:36PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 10 45.58 7970163-0 - Sweeper; Conveyor Sprocket And Chain Kit 02-27-2025 02:40PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 79.35 8001074-0 - Seal; Oil Filter Dust Shield Seal03-24-2025 02:27PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 7.26 8001075-0 - Filter-Oil; Oil Filter02-27-2025 02:36PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 18.64 8002522-0 - Filter-Air; Secondary Air Filter02-27-2025 02:36PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 15.36 Work Order FL-PW-2025-226 continues on next page... ©2025 AssetWorks LLC. All Rights Reserved.Page 6 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2025-226 - SWEEPER 125 HR SERVICE / SWEEPER ANNUAL / SEE NOTES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Work Order Details Parts Qty Issued Total CostPartTaskTransaction Date AccountDepartment 8002530-0 - Filter-Air; Primary Air Filter02-27-2025 02:36PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 26.92 8003098-0 - Filter-Fuel; Secondary Fuel Filter02-27-2025 02:36PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 42.54 8003099-0 - Filter-Fuel; Fuel Filter02-27-2025 02:36PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 36.23 8004041-0 - Filter-Hydrlic; Hydraulic Filter Kit02-27-2025 02:36PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 333.32 8006033-0 - Filter-Cabin; Cabin Air Filter03-18-2025 07:47AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 34.57 8102010-0 - Spray; Big Orange - Degreaser02-03-2025 02:29PM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 2 28.32 ACETONE-0 - Cleanup; Acetone Liquid - 1 Qt03-13-2025 09:56AM SWEEPER ANN - FL-SWEEPER ANNUAL SERVICEN/A FLEET PART ISSUES 1 11.37 ©2025 AssetWorks LLC. All Rights Reserved.Page 7 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2025-569 - SCRAPER BLADE AND TICKET CHECK ENGINE LIGHT ON Date In:03/06/2025 04:47PMFL-85123 - 2018 MACK GU712 SINGLE AXLE 10.8LWO Status:Asset:CLOSED 03/06/2025 06:47PM Date Due:FL-AH - CITY OF ARDEN HILLSDepartment:Job Type:REPAIR Account:Project Code: Estimated Completion:FLEET ASSIGNMENT/WO Serial:Warranty:User Opened: Date WO Opened:03/06/2025 04:47PMNO1M2AX02C8JM00297815054 License:User Finished:Repair Reason: Date WO Finished:04/11/2025 06:31AMWT28658 Accident:User Closed: Date WO Closed:04/11/2025 06:32AM28658 Contact: Meter 1:17,547 JEFF FRID Meter 2:0 Work Order Summary Internal Labor Parts Overhead Labor Parts Misc Commercial Tax/Markup Equipment Usage Charges 10.00 0.00 0.00 0.00 0.00 0.00901.80 592.16 Total Work Order Costs: $ 1,503.96 Work Order Details Labor Transaction Date EmployeeTaskDepartment Account 28378 - Ryan Milbrandt03-20-2025 03:40PM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET LABOR -2.38 -214.20 28378 - Ryan Milbrandt03-20-2025 03:40PM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET LABOR 2.38 214.20 28378 - Ryan Milbrandt03-21-2025 06:28AM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET LABOR 0.07 6.30 28378 - Ryan Milbrandt03-21-2025 07:57AM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET LABOR 1.47 132.30 28378 - Ryan Milbrandt03-21-2025 03:36PM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET LABOR -2.03 -182.70 28378 - Ryan Milbrandt03-21-2025 03:36PM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET LABOR 2.03 182.70 28378 - Ryan Milbrandt03-24-2025 10:31AM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET LABOR -4.05 -364.50 28378 - Ryan Milbrandt03-24-2025 10:31AM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET LABOR 4.05 364.50 28378 - Ryan Milbrandt03-20-2025 03:40PM 043-006 - FL-EXHAUST AFTER-TREATMENT DEVICES N/A FLEET LABOR 2.38 214.20 28378 - Ryan Milbrandt03-21-2025 03:36PM 043-006 - FL-EXHAUST AFTER-TREATMENT DEVICES N/A FLEET LABOR 2.03 182.70 28378 - Ryan Milbrandt03-24-2025 10:31AM 043-006 - FL-EXHAUST AFTER-TREATMENT DEVICES N/A FLEET LABOR 4.05 364.50 28378 - Ryan Milbrandt03-21-2025 06:29AM 066-008 - FL-UNDERBODY CUTTING EDGEN/A FLEET LABOR 0.02 1.80 Work Order FL-PW-2025-569 continues on next page... ©2025 AssetWorks LLC. All Rights Reserved.Page 8 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2025-569 - SCRAPER BLADE AND TICKET CHECK ENGINE LIGHT ON 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Work Order Details Parts Qty Issued Total CostPartTaskTransaction Date AccountDepartment 24382877-0 - Emission Parts; Def Level Sensor03-21-2025 09:36AM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET PART ISSUES -1 -558.84 24382877-0 - Emission Parts; Def Level Sensor03-21-2025 09:36AM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET PART ISSUES 1 558.84 24399920-0 - Emission Parts; Def Level Sensor Conversion Harness Wires 03-21-2025 09:35AM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET PART ISSUES -1 -33.32 24399920-0 - Emission Parts; Def Level Sensor Conversion Harness Wires 03-21-2025 09:35AM 003-011 - FL-CHECK ENGINE LIGHTN/A FLEET PART ISSUES 1 33.32 24382877-0 - Emission Parts; Def Level Sensor04-11-2025 06:30AM 043-006 - FL-EXHAUST AFTER-TREATMENT DEVICES N/A FLEET PART ISSUES 1 558.84 24399920-0 - Emission Parts; Def Level Sensor Conversion Harness Wires 04-11-2025 06:31AM 043-006 - FL-EXHAUST AFTER-TREATMENT DEVICES N/A FLEET PART ISSUES 1 33.32 Total Overhead CostSmall Parts Markup -PartsSmall Parts Markup - LaborOverhead Costs Overhead Tools Charges 10.00 10.00 0.00 0.00 0.00 ©2025 AssetWorks LLC. All Rights Reserved.Page 9 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2025-655 - A SERVICE PERFORMED BY ARDEN HILLS Date In:03/20/2025 12:38PMFL-85601 - 2019 FORD F150 4WD 5.0LWO Status:Asset:CLOSED 03/23/2025 12:38PM Date Due:FL-AH - CITY OF ARDEN HILLSDepartment:Job Type:PM Account:Project Code: Estimated Completion:FLEET ASSIGNMENT/WO Serial:Warranty:User Opened: Date WO Opened:03/20/2025 12:38PMNO1FTFX1E57KKD5091329984 License:User Finished:Repair Reason: Date WO Finished:04/04/2025 11:14AMPM28658 Accident:User Closed: Date WO Closed:04/04/2025 02:25PM28658 Contact: Meter 1:37,718 JEFF FRID Meter 2:0 Work Order Summary Internal Labor Parts Overhead Labor Parts Misc Commercial Tax/Markup Equipment Usage Charges 10.00 0.00 0.00 0.00 0.00 0.00 0.00 31.51 Total Work Order Costs: $ 41.51 Work Order Details Labor Transaction Date EmployeeTaskDepartment Account AH-00001 - Thomas Mikacevich04-04-2025 02:00AM AUTO A - FL- AUTO A SERVICEN/A FLEET LABOR 1.50 0.00 Parts Qty Issued Total CostPartTaskTransaction Date AccountDepartment 7901006-0 - Oil; Bulk 5W-20 Full Synthetic Oil - Eo103-20-2025 12:42PM AUTO A - FL- AUTO A SERVICEN/A FLEET PART ISSUES 9 25.02 8001076-0 - Filter-Oil; Oil Filter03-20-2025 12:42PM AUTO A - FL- AUTO A SERVICEN/A FLEET PART ISSUES 1 6.49 ©2025 AssetWorks LLC. All Rights Reserved.Page 10 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2025-765 - water valves spray opposite of control / see notes Date In:04/04/2025 01:31PMFL-85431 - 2009 STERLING ACTERRA SINGLE WATER TANKER 6.7LWO Status:Asset:CLOSED 04/09/2025 01:31PM Date Due:FL-AH - CITY OF ARDEN HILLSDepartment:Job Type:REPAIR Account:Project Code: Estimated Completion:FLEET ASSIGNMENT/WO Serial:Warranty:User Opened: Date WO Opened:04/04/2025 01:31PMNO2FZACHDT69AAM315129984 License:User Finished:Repair Reason: Date WO Finished:04/04/2025 03:56PMEF43427 Accident:User Closed: Date WO Closed:04/09/2025 06:50AM28658 Contact: Meter 1:28,693 JEFF FRID Meter 2:0 Work Order Summary Internal Labor Parts Overhead Labor Parts Misc Commercial Tax/Markup Equipment Usage Charges 10.00 0.00 0.00 0.00 0.00 0.00 177.30 7.66 Total Work Order Costs: $ 194.96 Work Order Details Labor Transaction Date EmployeeTaskDepartment Account 43427 - Brandon Waldo04-04-2025 03:56PM 367-009 - FL-WATER SYSTEMN/A FLEET LABOR 1.97 177.30 Parts Qty Issued Total CostPartTaskTransaction Date AccountDepartment 4801004-0 - Switches; 12V/20A On/Off Toggle Switch04-04-2025 03:16PM 367-009 - FL-WATER SYSTEMN/A FLEET PART ISSUES 1 7.66 Total Overhead CostSmall Parts Markup -PartsSmall Parts Markup - LaborOverhead Costs Overhead Tools Charges 10.00 10.00 0.00 0.00 0.00 ©2025 AssetWorks LLC. All Rights Reserved.Page 11 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Work Order:FL-PW-2025-892 - Remove snow gear including under body Date In:04/22/2025 06:46AMFL-85128 - 2022 MACK GR42F SINGLE AXLE 10.8LWO Status:Asset:CLOSED 04/24/2025 06:46AM Date Due:FL-AH - CITY OF ARDEN HILLSDepartment:Job Type:REPAIR Account:Project Code: Estimated Completion:FLEET ASSIGNMENT/WO Serial:Warranty:User Opened: Date WO Opened:04/22/2025 06:46AMNO1M2GR2AC4NM00162529984 License:User Finished:Repair Reason: Date WO Finished:04/22/2025 03:15PMMR28378 Accident:User Closed: Date WO Closed:04/23/2025 04:55AM28658 Contact: Meter 1:8,515 JEFF FRID Meter 2:0 Work Order Summary Internal Labor Parts Overhead Labor Parts Misc Commercial Tax/Markup Equipment Usage Charges 10.00 0.00 0.00 0.00 0.00 0.00 658.80 0.00 Total Work Order Costs: $ 668.80 Work Order Details Labor Transaction Date EmployeeTaskDepartment Account 28378 - Ryan Milbrandt04-22-2025 08:07AM 064-002 - FL-REMOVE SNOW EQUIPMENTN/A FLEET LABOR 1.30 117.00 28378 - Ryan Milbrandt04-22-2025 11:15AM 064-002 - FL-REMOVE SNOW EQUIPMENTN/A FLEET LABOR 3.02 271.80 28378 - Ryan Milbrandt04-22-2025 03:15PM 064-002 - FL-REMOVE SNOW EQUIPMENTN/A FLEET LABOR 3.00 270.00 Total Overhead CostSmall Parts Markup -PartsSmall Parts Markup - LaborOverhead Costs Overhead Tools Charges 10.00 10.00 0.00 0.00 0.00 ©2025 AssetWorks LLC. All Rights Reserved.Page 12 of 13 Report Date: 5/5/2025 Work Order Detail - Charges Total Summary Internal Labor Parts Overhead Labor Parts Misc Commercial Tax/Markup Equipment Usage Charges 9,075.19 0.00 8,903.70 0.00 0.00 0.00 0.00 Total Costs: $ 18,038.89 60.00 ©2025 AssetWorks LLC. All Rights Reserved.Page 13 of 13 Report Date: 5/5/2025 Page 1 of 1 PUBLIC HEARING – 10A MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers Jessica Jagoe, City Administrator FROM: Joua Yang, Finance Director Amy LaMere, Accounting Clerk SUBJECT: Public Hearing Regarding Quarterly Special Assessments for Delinquent Utilities Budgeted Amount: Actual Amount: Funding Source: $ $ $ Council Should Consider Holding a Public Hearing regarding delinquent utilities. Background Water customers whose accounts are 90 days past due were informed that the City intends to certify delinquent charges to Ramsey County to be collected with property taxes. These customers have the right to a hearing in front of the City Council to discuss this matter prior to certification. Page 1 of 2 PUBLIC HEARING – 10B MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers FROM: Jessica Jagoe, City Administrator SUBJECT: Adoption of Ordinance for Cable Franchise Extension Agreement Budgeted Amount: Actual Amount: Funding Source: $92,000 Annually N/A Cable Fund Council Should Consider The City Council is asked to conduct a Public Hearing on the proposed Cable Franchise Extension Agreement ordinance to extend the current agreement an additional five years at the end of the agreement in 2027. The extension will run for five (5) years through 2032 for the terms of the cable television franchise agreement granted to Comcast to construct, operate and maintain a cable television system through a cable television franchise ordinance. The City Council will be asked to make a formal decision regarding the Cable Franchise Extension Agreement Ordinance under Agenda Item 11B. Background The North Suburban Communications (the “NSCC”) is a municipal joint powers commission that negotiates and administers the cable franchises on behalf of its nine member cities. Following a long and contentious franchise renewal process, the NSCC and Comcast agreed upon a renewed cable television franchise in 2017. All of the member cities adopted ordinances approving the cable television franchise and Comcast accepted it (Atachment B). At the time, the 2017 cable television franchise was considered one of the best, if not the best, cable television franchise in the metro area. See Attachment C for the 2017 background from NSCC regarding the Franchise Agreement. In 2025, it remains one of the best, if not the best, cable television franchises in the metro and it continues to meet the needs of the member cities as it relates to the provision of cable service. In 2024, Comcast sent a notice to the NSCC that it desired to renew the cable television franchise which had a term through 2027. Shortly after receiving the notice, the NSCC adopted a resolution commencing the renewal process and sent a letter to Comcast in response to Comcast agreeing to pursue the cable television franchise renewal through the informal – contract negotiation – process as contemplated in the federal cable act. In 2025, NSCC counsel and Comcast tentatively agreed on a cable franchise renewal extension that would extend the current terms and conditions of the cable television franchise through 2032. The NSCC recommended adoption of the Franchise Extension Agreement Ordinance by the City and all of its member cities at its meeting in May. Page 2 of 2 The City Council will be asked to make a formal decision regarding the Comcast Cable Franchise Extension Agreement Ordinance under Agenda Item 11B. Budget Impact With no changes to franchise fees paid to each member City (including Arden Hills), there is no budget impact. The revenue generated from the cable franchise fees will be directed to the Cable Fund. Attachments A. Draft Ordinance 2025-002 Cable Franchise Extension Agreement Ordinance B. Ordinance 2017-008 Cable Television Franchise Ordinance C. 2017 Background Memo from NSCC on Cable Franchise Agreement 1 ORDINANCE NO. 2025-002 CITY OF ARDEN HILLS RAMSEY COUNTY, MINNESOTA AN ORDINANCE RELATED TO FRANCHISE EXTENSION AGREEMENT THIS AGREEMENT, effective upon passage and acceptance, between the City of Arden Hills, Minnesota (the “City”), and Comcast of Minnesota, Inc., a Minnesota corporation (“Comcast”). WHEREAS, the City granted Comcast a non-exclusive franchise for a ten-year term to construct, operate and maintain a cable television system through a cable television franchise ordinance, Ordinance Number 2017-008, accepted and agreed upon by Comcast (the “Franchise’); WHEREAS, Comcast agreed to additional commitments in a letter to the City dated, February 15, 2018 (the “Agreement”). WHEREAS, the City, is a member of the North Suburban Communications Commission (the “Commission”) that manages and negotiates the Franchise; WHEREAS, Comcast has requested renewal of the Franchise; WHEREAS, Comcast and the Commission have agreed to extend the term of the Franchise and Agreement for an additional five years, subject to approval of the City and written acceptance of Comcast; NOW, THEREFORE, THE CITY OF ARDEN HILLS ORDAINS AS FOLLOWS: Section 1. Section 2, paragraph 4 of the Franchise is hereby amended by extending the term of such Franchise through and including June 30, 2032. The Parties do not waive any rights under Section 626 of the Federal Cable Act and agree that Grantee shall not be required to file an additional Section 626 Letter to preserve its rights to formal proceedings under the Franchise. Section 2. Except as specifically modified hereby, the Franchise shall remain in full force and effect. Section 3. Neither party waives any rights under law as a result of agreeing to this Franchise extension. Section 4. The Agreement shall remain effective so long as Comcast, including any successors or assigns, continues to operate under the Franchise, including as it may be extended pending the completion of the renewal process. Neither the Commission nor Comcast may terminate the Agreement prior to renewal. 2 Passed and adopted this 23rd day of June, 2025. CITY OF ARDEN HILLS Mayor ATTEST ___________________________________ City Clerk APPROVED AS TO FORM ___________________________________ City Attorney ACCEPTANCE BY COMCAST Comcast agrees to the terms and conditions of this Ordinance and Franchise Extension Agreement. COMCAST OF MINNESOTA, INC. __________________________________________________ Kalyn Hove Title: Regional Senior Vice President, Comcast Midwest Region Date: ____________________________________________ Published in the Pioneer Press on __________________, 2025 ORDINANCE NO. 2017-008 CITY OF ARDEN HILLS CABLE TELEVISION FRANCHISE ORDINANCE Date: November 13, 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. 2017-008 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 Exhibit E - Gross Revenue Report 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: __________________________________ 2017 STAFF MEMO BACKGROUND 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 and 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 conducting a formal needs ascertainment and issuing a reques t 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, Comcas t 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. Page 1 of 1 NEW BUSINESS – 11A MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers Jessica Jagoe, City Administrator FROM: Joua Yang, Finance Director Amy LaMere, Accounting Clerk SUBJECT: Adopting and Confirming Quarterly Special Assessments for Delinquent Utilities Budgeted Amount: Actual Amount: Funding Source: $ $ $ Council Should Consider Motion to approve, table or deny the following: • Resolution 2025-045 certifying delinquent utilities to Ramsey County Background Delinquent utility amounts are certified to Ramsey County quarterly. A list of utility accounts with a delinquent balance was compiled and notices dated May 13, 2025 were mailed. These customers were informed of their delinquent status and were asked to make payment of the delinquent balance by June 13, 2025. Utility accounts with an unpaid delinquent balance would be certified to Ramsey County to be added to property taxes payable in 2026. The certification amount is equal to the unpaid delinquent balance plus an eight percent penalty. The list of remaining delinquent utility accounts is attached. The City will request that Ramsey County levy the delinquent balances against the respective properties. Attachments Attachment A: Resolution No. 2025-045 and Delinquent Utility Accounts List To view the final document, access adopted Resolutions via Arden Hills Public Laserfiche Weblink by visiting cityofardenhills.org and clicking on Archived Documents under Helpful Links on our main webpage. CITY OF ARDEN HILLS COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION NO. 2025-045 RESOLUTION ADOPTING AND CONFIRMING QUARTERLY SPECIAL ASSESSMENTS FOR DELINQUENT UTILITIES WHEREAS, the amount to be specially assessed for DELINQUENT UTILITIES has been duly calculated in accordance with the provisions of the Municipal Code and Minnesota Statues; and WHEREAS, notices have been duly mailed as required by law; and WHEREAS, said proposed assessments have at all times since their filing been open for public inspection, and an opportunity has been given to all interested parties to present objections if any, to the proposed assessments; and WHEREAS, there were no oral or written objections received. 1. The amounts so calculated and set forth in said notices are hereby levied against the respective parcels of land described therein, and 2. The proposed assessments are hereby adopted and confirmed as special assessments for each of said parcels of land and the assessments together with an additional penalty of eight percent (8%) of the original unpaid amount, inclusive of any previous delinquency penalty, shall be a lien concurrent with general taxes upon such parcel. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Arden Hills, Minnesota, that the City Administrator be authorized and directed to transmit to the County Auditor a certified duplicate of the assessment roll to be extended upon the property tax lists of the County, and the County Auditor shall collect said special assessments with taxes levied in 2025, payable in 2026: ADOPTED BY THE CITY COUNCIL OF THE CITY OF ARDEN HILLS THIS 23rd DAY OF JUNE 2025. ____________________________________ ATTEST: David Grant, Mayor __________________________________________ Julie Hanson, City Clerk City of Arden Hills Delinquent Public Utility Accounts PID Customer # Water Sewer Storm Total Arrears Fee 8% Certification Asessment Total 343023210016 001920-000 1437 Arden Place 91.43 119.25 17.39 228.07 18.25 246.32 343023230021 002239-000 1492 Arden Place 0.36 28.92 2.54 31.82 2.55 34.37 343023230017 002369-000 1532 Arden Place 269.37 284.88 17.39 571.64 45.73 617.37 223023240335 000366-000 4334 Arden View Court 50.82 142.72 22.55 216.09 17.29 233.38 223023240326 000375-000 4370 Arden View Court 98.98 138.04 22.55 259.57 20.77 280.34 223023240240 003444-000 4412 Arden View Court 137.53 179.98 22.55 340.06 27.2 367.26 223023240239 011640-000 4413 Arden View Court 150.19 129.06 22.55 301.80 24.14 325.94 223023240248 013012-000 4416 Arden View Court 63.51 98.73 22.55 184.79 14.78 199.57 223023240266 012460-000 4447 Arden View Court 0.18 7.69 1.70 9.57 0.77 10.34 223023240288 008584-000 4466 Arden View Court 80.59 131.84 22.55 234.98 18.8 253.78 223023240322 009989-000 4478 Arden View Court 67.17 80.30 22.55 170.02 13.6 183.62 223023210028 013227-000 1370 Arden View Drive 134.36 213.76 22.55 370.67 29.65 400.32 223023210066 005371-000 1405 Arden View Drive 121.33 160.14 22.55 304.02 24.32 328.34 223023210086 008185-000 1430 Arden View Drive 57.69 87.45 22.55 167.69 13.42 181.11 223023210088 006007-000 1432 Arden View Drive 105.57 135.27 22.55 263.39 21.07 284.46 223023210104 000498-000 1438 Arden View Drive 55.80 83.79 22.55 162.14 12.97 175.11 223023240167 012351-000 1466 Arden View Drive 91.74 119.64 22.55 233.93 18.71 252.64 213023410028 006494-000 1675 Brueberry Lane 104.21 138.64 22.55 265.40 21.23 286.63 343023130010 005286-000 1315 Cannon Avenue 176.97 216.56 17.39 410.92 32.87 443.79 333023330032 006926-000 3182 Cleveland Avenue N 46.64 141.04 17.39 205.07 16.41 221.48 223023310014 012582-000 1348 Colleen Avenue 143.09 187.32 17.39 347.80 27.82 375.62 223023310008 012973-000 1414 Colleen Avenue 199.95 180.38 17.39 397.72 31.82 429.54 223023320026 008331-000 1469 Colleen Avenue 145.79 180.19 17.39 343.37 27.47 370.84 273023430008 013515-000 3776 Connelly Avenue 13.90 4.27 26.99 45.16 3.61 48.77 343023210002 011863-000 1392 County Road E W 127.03 157.53 17.39 301.95 24.16 326.11 343023210005 012664-000 1412 County Road E W 68.46 108.31 17.39 194.16 15.53 209.69 283023240027 012455-000 1929 County Road E2 W 219.07 226.44 17.39 462.90 37.03 499.93 283023240026 011948-000 1937 County Road E2 W 548.84 258.12 34.78 841.74 67.34 909.08 223023320070 011904-000 1478 Dawn Circle 99.44 160.01 17.39 276.84 22.15 298.99 343023130005 012258-000 3380 Dunlap Street N 84.71 137.63 17.39 239.73 19.18 258.91 343023330017 010780-000 1504 Edgewater Avenue 102.51 165.78 17.39 285.68 22.85 308.53 333023330024 012306-000 1983 Edgewater Avenue 91.09 119.54 17.39 228.02 18.24 246.26 333023330035 002511-000 2022 Edgewater Avenue 0.19 9.54 1.39 11.12 0.89 12.01 333023340067 009129-000 1927 Glenpaul Avenue 117.05 132.83 17.39 267.27 21.38 288.65 333023330074 004091-000 1960 Glenpaul Avenue 151.42 130.24 17.39 299.05 23.92 322.97 333023330057 003236-000 2015 Glenpaul Avenue 91.99 120.33 17.39 229.71 18.38 248.09 333023240027 002204-000 1840 Grant Road 126.97 153.48 17.39 297.84 23.83 321.67 333023240028 013350-000 1846 Grant Road 118.93 129.06 17.39 265.38 21.23 286.61 333023240019 008210-000 1873 Grant Road 62.47 76.21 17.39 156.07 12.49 168.56 333023240032 002096-000 1876 Grant Road 204.02 263.96 17.39 485.37 38.83 524.20 223023340036 000231-000 4101 Hamline Avenue N 101.41 133.28 17.39 252.08 20.17 272.25 223023130080 000157-000 4350 Hamline Avenue N 265.81 129.06 17.39 412.26 32.98 445.24 163023340015 001285-000 4627 Highway 10 121.58 159.92 17.39 298.89 23.91 322.80 343023140028 012757-000 1138 Hunters Court 212.32 265.99 17.39 495.70 39.66 535.36 223023420041 011927-000 1331 Indian Oaks Circle 54.91 82.06 17.39 154.36 12.35 166.71 333023240108 012524-000 1850 Indian Place 133.25 171.90 22.55 327.70 26.22 353.92 223023340034 000355-000 4126 James Circle 142.49 185.15 17.39 345.03 27.6 372.63 213023430017 001534-000 1791 Janet Court 303.67 235.49 17.39 556.55 44.52 601.07 213023430012 012516-000 1810 Janet Court 119.45 150.51 17.39 287.35 22.99 310.34 333023340026 012776-000 1925 Jerrold Avenue 75.08 154.58 29.75 259.41 20.75 280.16 223023120013 000569-000 1307 Karth Lake Circle 150.45 190.67 17.39 358.51 28.68 387.19 223023120007 000990-000 1337 Karth Lake Circle 104.91 129.06 17.39 251.36 20.11 271.47 223023220020 011930-000 4528 Keithson Drive 310.09 324.72 17.39 652.20 52.18 704.38 333023340020 001884-000 3223 Lake Johanna Boulevard 80.72 102.44 17.39 200.55 16.04 216.59 333023310008 012881-000 3333 Lake Johanna Boulevard 126.55 165.44 17.39 309.38 24.75 334.13 283023120052 001575-000 1761 Lake Valentine Road 127.15 154.18 17.39 298.72 23.9 322.62 213023120004 005384-000 4541 Lakeshore Place 121.10 154.01 17.39 292.50 23.4 315.90 333023240039 013057-000 3424 New Brighton Road 122.20 129.06 17.39 268.65 21.49 290.14 283023320010 013200-000 3769 New Brighton Road 47.12 66.96 17.39 131.47 10.52 141.99 223023330015 004713-000 4149 Norma Avenue 63.60 75.27 17.39 156.26 12.5 168.76 223023320013 000743-000 4283 Norma Avenue 170.96 218.96 17.39 407.31 32.58 439.89 213023140006 001271-000 4401 Old Highway 10 22.96 129.06 17.39 169.41 13.55 182.96 343023330050 001671-000 3130 Ridgewood Road 62.29 72.92 17.39 152.60 12.21 164.81 343023440065 002637-000 3194 Shoreline Lane 60.93 129.06 17.39 207.38 16.59 223.97 343023220023 002089-000 3530 Siems Court 72.59 95.87 17.39 185.85 14.87 200.72 343023310015 002293-000 3354 Snelling Avenue N 60.54 71.02 17.39 148.95 11.92 160.87 333023320006 001720-000 1988 Stowe Avenue 89.69 116.96 17.39 224.04 17.92 241.96 333023320008 005251-000 2000 Stowe Avenue 131.66 179.32 17.39 328.37 26.27 354.64 283023330011 007090-000 1971 Thom Drive 74.27 93.70 17.39 185.36 14.83 200.19 283023330012 003256-000 2023 Thom Drive 91.58 112.91 17.39 221.88 17.75 239.63 223023130015 013071-000 1238 Wyncrest Court 191.61 146.48 17.39 355.48 28.44 383.92 8,434.30 10,064.88 1,304.90 19,804.08 1,584.33 21,388.41 Service Address Page 1 of 2 NEW BUSINESS – 11B MEMORANDUM DATE: June 23, 2025 TO: Honorable Mayor and City Councilmembers FROM: Jessica Jagoe, City Administrator SUBJECT: Adoption of Ordinance for Extension of Cable Franchise Agreement Budgeted Amount: Actual Amount: Funding Source: $92,000 Annually N/A Cable Fund Council Should Consider Motion to approve, table, or deny the following: • Adoption of Ordinance 2025-002 for Extension of Cable Franchise Agreement with Comcast. Background On November 13, 2017, the City adopted Ordinance 2017-008 for the Cable Television Franchise Ordinance. The extension would start at the end of our current agreement in 2027 and run for five (5) years through 2032. In 2024, Comcast sent a notice to the NSCC that it desired to renew the cable television franchise which had a term through 2027. Shortly after receiving the notice, the NSCC adopted a resolution commencing the renewal process and sent a letter to Comcast in response to Comcast agreeing to pursue the cable television franchise renewal through the informal – contract negotiation – process as contemplated in the federal cable act. In 2025, NSCC counsel and Comcast tentatively agreed on a cable franchise renewal extension that would extend the current terms and conditions of the cable television franchise through 2032. The NSCC recommended adoption of the Franchise Extension Agreement Ordinance by the City and all of its member cities at its meeting in May. The City Attorney has reviewed and had no additional comments for Council consideration. Council Requested Action Staff requests that the City Council consider the following motions for adoption Ordinance 2025-002: 1) Motion to Approve Adoption of Ordinance 2025-002 for Extension of Cable Franchise Agreement to extend at the end of current agreement for an additional five (5) years the cable television franchise agreement granted to Comcast to construct, operate and maintain a cable television system through a cable television franchise ordinance. 2) Motion to deny Adoption of Ordinance 2025-002 for Extension of Cable Franchise Agreement to extend at the end of current agreement for an additional five (5) years the cable television franchise agreement granted to Comcast to construct, operate and maintain a cable Page 2 of 2 television system through a cable television franchise ordinance: findings to deny should specifically reference the reasons for denial and why those reasons cannot be mitigated. 3) Motion to table Adoption of Ordinance 2025-002 for Extension of Cable Franchise Agreement to extend the current agreement an additional five (5) years: a specific reason and information request should be included with a motion to table. Attachments A. Draft Ordinance 2025-002 Cable Franchise Extension Agreement Ordinance 1 ORDINANCE NO. 2025-002 CITY OF ARDEN HILLS RAMSEY COUNTY, MINNESOTA AN ORDINANCE RELATED TO FRANCHISE EXTENSION AGREEMENT THIS AGREEMENT, effective upon passage and acceptance, between the City of Arden Hills, Minnesota (the “City”), and Comcast of Minnesota, Inc., a Minnesota corporation (“Comcast”). WHEREAS, the City granted Comcast a non-exclusive franchise for a ten-year term to construct, operate and maintain a cable television system through a cable television franchise ordinance, Ordinance Number 2017-008, accepted and agreed upon by Comcast (the “Franchise’); WHEREAS, Comcast agreed to additional commitments in a letter to the City dated, February 15, 2018 (the “Agreement”). WHEREAS, the City, is a member of the North Suburban Communications Commission (the “Commission”) that manages and negotiates the Franchise; WHEREAS, Comcast has requested renewal of the Franchise; WHEREAS, Comcast and the Commission have agreed to extend the term of the Franchise and Agreement for an additional five years, subject to approval of the City and written acceptance of Comcast; NOW, THEREFORE, THE CITY OF ARDEN HILLS ORDAINS AS FOLLOWS: Section 1. Section 2, paragraph 4 of the Franchise is hereby amended by extending the term of such Franchise through and including June 30, 2032. The Parties do not waive any rights under Section 626 of the Federal Cable Act and agree that Grantee shall not be required to file an additional Section 626 Letter to preserve its rights to formal proceedings under the Franchise. Section 2. Except as specifically modified hereby, the Franchise shall remain in full force and effect. Section 3. Neither party waives any rights under law as a result of agreeing to this Franchise extension. Section 4. The Agreement shall remain effective so long as Comcast, including any successors or assigns, continues to operate under the Franchise, including as it may be extended pending the completion of the renewal process. Neither the Commission nor Comcast may terminate the Agreement prior to renewal. 2 Passed and adopted this 23rd day of June, 2025. CITY OF ARDEN HILLS Mayor ATTEST ___________________________________ City Clerk APPROVED AS TO FORM ___________________________________ City Attorney ACCEPTANCE BY COMCAST Comcast agrees to the terms and conditions of this Ordinance and Franchise Extension Agreement. COMCAST OF MINNESOTA, INC. __________________________________________________ Kalyn Hove Title: Regional Senior Vice President, Comcast Midwest Region Date: ____________________________________________ Published in the Pioneer Press on June 26, 2025