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HomeMy WebLinkAboutCC PACKET 11102015 Our Mission is to be a progressive and livable community, a walkable village, which is sustainable, safe and secure. Call to Order. Pledge of Allegiance. Roll Call. Consideration, discussion, and possible action on all of the following items: I. Approval of the November 10, 2015, City Council Meeting Agenda. (action requested.) II. Proclamations and Recognitions. A. Presentation by Ramsey County Sheriff Matt Bostrom. III. Consent Agenda. These items are considered routine and will be enacted by one motion. There will be no separate discussion of these items unless a Councilmember or citizen so requests, in which the item will be removed from the Consent Agenda and placed elsewhere on the agenda. A. Approval of October 27, 2015, City Council meeting minutes. (pp.1-6) B. Licenses and Permits. (pp.7) C. Claims. (pp.9-11) D. Resolution 15-065 a resolution Approving State of Minnesota Joint Powers Agreement with the City of St. Anthony for the Use of Systems and Tools Available over the State’s Criminal Justice Data Communications Network; and the Subscriber Amendment. (pp.13-32) IV. Public Hearing. A. Ordinance 2015-06 an ordinance Approving CenturyLink Franchise Agreement. Michael Bradley, Bradley Hagen & Gullickson, LLC presenting (1st of 3 readings). (pp.33-105) B. Ordinance 2015-07 an ordinance Setting Sewer, Water and Storm Water Charges for 2016. Shelly Rueckert, Finance Director presenting (1st of 3 readings). (pp.107-114) V. Reports from Commission and Staff. None VI. General Business of Council. A. Resolution 15-066 a resolution Providing for the Sale of $4,445,000 General Obligation TIF Refunding Bonds, Series 2015B. Stacie Kvilvang, Ehlers and Associates presenting. (pp.115- 128) B. Resolution 15-067 a resolution Approving Cooperative Agreement with the City of Minneapolis for the St. Anthony Treatment and Stormwater Research Facility. Todd Hubmer, City Engineer presenting. (pp.129-139) C. Resolution 15-068 a resolution of the Canvass of the 2015 General Municipal Election. Mark Casey, City Manager presenting. (pp.141) VI. Reports from City Manager and Council members. CITY OF ST. ANTHONY VILLAGE CITY COUNCIL MEETING AGENDA November 10, 2015 7:00 p.m. HRA meeting immediately after council meeting Our Mission is to be a progressive and livable community, a walkable village, which is sustainable, safe and secure. VII. Community Forum. Individuals may address the City Council about any item not included on the regular agenda. Speakers are requested to come to the podium, sign their name and address on the form at the podium, state their name and address for the Clerk’s record, and limit their remarks to five minutes. Generally, the City Council will not take official action on items discussed at this time, but may typically refer the matter to staff for a future report or direct the matter to be scheduled on an upcoming agenda. VIII. Information and Announcements. IX. Adjournment. CITY OF ST. ANTHONY 1 CITY COUNCIL REGULAR MEETING MINUTES 2 OCTOBER 27, 2015 3 4 CALL TO ORDER. 5 6 Mayor Faust called the meeting to order at 7:00 p.m. 7 8 PLEDGE OF ALLEGIANCE. 9 10 Mayor Faust invited the Council and audience to join him in the Pledge of Allegiance. 11 12 ROLL CALL. 13 14 Present: Mayor Faust; Councilmembers Brever, and Jenson 15 Absent: Councilmembers Gray and Stille 16 Also Present: City Manager Mark Casey, 17 18 19 CONSIDERATION, DISCUSSION, AND POSSIBLE ACTION ON ALL OF THE FOLLOWING 20 ITEMS. 21 22 I. APPROVAL OF THE OCTOBER 27, 2015, CITY COUNCIL MEETING AGENDA. 23 24 Motion by Councilmember Brever, seconded by Councilmember Jenson, to approve the City 25 Council Meeting Agenda of October 27, 2015. 26 27 Motion carried unanimously. 28 29 II. PROCLAMATIONS AND RECOGNITIONS 30 31 A. Presentation of Nourish 282 by Julie Pierce 32 33 Ms. Julie Pierce, Executive Director of Nourish 282 reviewed Nourish 282 is a local outreach 34 program started with a mission to help families in need throughout the St. Anthony/New 35 Brighton School District (District 282). Nourish 282 has programs serving children within the 36 District, weekend food supplement, Free Winter Store, and gift card supplements. The largest 37 initiative is a partnership with The Sheridan Story, providing free food bags for students to take 38 home on Fridays. They are currently providing more than 50 students with weekend food within 39 all of the schools (Community Services, Wilshire Park, SAMS and SAVHS). All food is non-40 perishable and each bag contains one canned vegetable and fruit, one protein, one ready to serve 41 item and rice, beans or pasta. It only takes $131 to feed one student for the entire school year. 42 The Sheridan Story is a non-profit out of Northeast Minneapolis that partners with community 43 organizations and churches to provide weekend food backs for food insecure students in the 44 metro area. The Sheridan Story is currently serving more than 3,500 students in more than 60 45 metro schools. Ms. Pierce stated 1 in 6 children are hungry with the most being in the suburbs. 46 47 Ms. Pierce stated in addition to the weekend food program, a Free Winter Outerwear Store is 48 hosted. The Free Store took place on Monday, October 12th at Wilshire Park. Families were 49 invited to come and shop from donated jackets, snow pants, boots, etc. This year 25 students 50 1 were outfitted from head-to-toe with warm gear for the winter. Nourish 282 is hoping to provide 1 small grocery gift cards during the holiday break for families enrolled in the weekend food 2 program. 3 4 Nourish 282 is managed by an all-volunteer work force and raises funds from generous and 5 committed community members. They are seeking to create ongoing partnerships with local 6 businesses, churches, and civic groups to help serve the local families in need. They are grateful 7 for the support of the school leadership and local community who understand that when children 8 are helped the future is also shaped. 9 10 Ms. Pierce provided a list of Frequently Asked Questions for Council review. The website is 11 www.nourish282.com 12 13 Councilmember Brever thanked Julie for filling this need in the community and asked if 14 outerwear can still be donated. Ms. Pierce stated they have just wrapped up that program but 15 there are many coat drives starting up. Wilshire Park and the community center are running short 16 of those supplies. 17 18 Councilmember Jenson asked how long Nourish 282 has been in place and Ms. Pierce stated just 19 one year. They are still referring to themselves as a project or a program and hope to obtain their 20 non-profit status within the next few months. Councilmember Jenson asked if this was similar to 21 other programs and Ms. Pierce stated it is a unique program. She stated they are fortunate to be 22 partnered with the Sheridan Story. 23 24 Mayor Faust asked if Ms. Pierce was a teacher at Wilshire and Ms. Pierce stated she is not a 25 teacher but a mom. She has been involved in the community and she is a Minneapolis resident. 26 27 III. CONSENT AGENDA. 28 A. Consider October 13, 2015, City Council meeting minutes 29 B. Licenses and Permits 30 C. Claims 31 32 Motion by Councilmember Jenson seconded by Councilmember Brever, to approve the Consent 33 Agenda items as presented. 34 35 Motion carried unanimously. 36 37 IV. PUBLIC HEARING - NONE. 38 39 V. REPORTS FROM COMMISSION AND STAFF - NONE 40 41 VI. GENERAL BUSINESS OF COUNCIL 42 43 A. Resolution 15-063; a Resolution Authorizing Access and Utility Easement for T-Mobile 44 at St. Anthony Middle School 45 46 City Manager Mark Casey reviewed this item is an Access and Utility Easement for T-Mobile at 47 the location of St. Anthony Middle School. The Easement will allow T-Mobile to provide 48 2 utilities underground versus on top of the building to connect to the antenna facilities at St. 1 Anthony Middle School. A representative from T-Mobile is present at the meeting this evening. 2 3 Mayor Faust stated this seems like a wise thing to put the lines underground rather than above 4 the ground. Mayor Faust asked if a pneumatic gopher would be used and the T-Mobile 5 representative stated he believes that would be used but is not entirely sure. It will be done in the 6 most cost effective quickest way possible. Mayor Faust stated that may not be the way the City 7 wants it done. 8 9 Councilmember Brever asked once the underground work is done will there be a need to go 10 through the high school. Brandon Peterson from T-Mobile stated it will come into the back of the 11 school and run up the backside of the building. 12 13 City Manager Casey stated a City staff person will be watching this project, as there are a lot of 14 utilities in that area to ensure no utilities are hit. 15 16 Motion by Councilmember Brever, seconded by Councilmember Jenson, to approve Resolution 17 15-063; a Resolution Authorizing Access and Utility Easement for T-Mobile at St. Anthony 18 Middle School. 19 20 Motion carried unanimously. 21 22 B. Resolution 15-064 a Resolution Ratifying the Pension Benefit for the St. Anthony Village 23 Firefighters Relief Association 24 25 City Manager Casey reviewed the State Auditor’s pension division has contacted the Saint 26 Anthony Village Firefighter’s Relief Association (SAVFR). The pension division is advising 27 SAVFR to seek the City Council’s approval of the 2014 and 2015 benefit increases as voted 28 upon by the Association. The City Council’s last approval of a benefit increase was for the 2013 29 benefit amount $2,800. The SAVFR’s request for Council approval of the 2014 and 2015 30 increases along with a resolution to do so. The pension plan is funded by Fire Relief State Aid, 31 investment earnings and the City of St. Anthony annual contribution of $6,000. 32 33 City Manager Casey stated Ms. Shelly Rueckert attended the Fire Relief Board meetings and 34 Association meetings, which involved the management of the SAVFR Pension plan. The Board 35 uses a defined process to evaluate whether a benefit increase is financially reasonable given 36 certain pension financial factors. The goal of the evaluation process is to maintain a fully funded 37 pension plan; balanced with keeping the benefit amount at a level that is an equitable share of 38 plan assets for retiring members. Councilmember Jenson is also an ex-officio member along with 39 Ms. Rueckert. 40 41 The process resulted in the benefit level being increased to $3,000 and $3,300 in 2014 and 2015 42 respectively. The pension funding levels before and after the increases are as follows: 43 44 Funding % Before Funding % After 45 2014 113.8% $106.7% 46 2015 116.3% $106.5% 47 48 3 Staff recommends City Council’s approval of the benefit levels as voted upon by the 1 Association. 2 3 Motion by Councilmember Jenson, seconded by Councilmember Brever, to approve Resolution 4 15-064; a Resolution Ratifying the Pension Benefit for the St. Anthony Village Firefighters 5 Relief Association. 6 7 Motion carried unanimously 8 9 C. GreenCorp Presentation by Kristin Seaman 10 11 City Manager Casey introduced Ms. Kristin Seaman, the City’s Greencorp Member. He noted 12 this is the second Greencorp member the City has had. Greencorp is funded by the Minnesota 13 Pollution Control Agency at no cost to the City. Eleven months of full-time employment are 14 received by the City. 15 16 Ms. Seaman provided a Power Point presentation regarding Minnesota Greencorps Member. She 17 explained what MN Greencorps is, gave an introduction of her background, and reviewed her 18 area of focus. Ms. Seaman’s goal is to contribute to the City’s commitment to sustainability 19 through service and projects. 20 21 Ms. Seaman stated the program is funded through the Americorps program (Federal) and the 22 PCA (State). There are 40 different Greencorps members throughout the State this year. Ms. 23 Seaman will be in St. Anthony working from September 2015 through August 2016. Her area of 24 focus is the storm water track under the green infrastructure track. She has been given flexibility 25 by the City Manager to participate in some other programs in addition. 26 27 Ms. Seaman stated her areas of focus will be City Sustainability, Fix It Clinic and Tech Dump, 28 Updating the City website, rain barrel workshops feedback and improvements, residential rain 29 gardens, spring clean-up day, City bike and pedestrian improvements, and MS4 permitting. She 30 will work with the schools in teaching an ecology club, earth week and volunteerism for the Key 31 Club, K-Kids, Student Council and National Honor Society. She will increase visibility of 32 recycling in schools. She will also work on the Step 4 GreenStep (MPCA Program). Ms. Seaman 33 will network with community members, citizens for sustainability and faith organizations, 34 watershed districts, and multifamily recycling studies. She will participate in training 35 opportunities such as MDS Calculator, Confined Entry Training and Master Water Steward 36 Training. The Sustainability Fair will be held Thursday, November 19, 2015, 5:30 – 8 p.m. at 37 Silverwood Park. She is anxious to learn from the professionals. 38 39 Councilmember Jenson stated he is impressed with the engagement with the schools to plant 40 sustainability issues with the youth. 41 42 Mayor Faust stated being a Commissioner on the Mississippi Water Management Organization 43 for some time he realized they could get through to the residents through the students. Students 44 move onto the next grade level and the science teachers need to be bought into the system. 45 Mayor Faust suggested if some funding is needed the MWMO is a great source for funding 46 especially for new and innovative ways. 47 48 4 Mayor Faust encouraged Ms. Seaman, during her meetings at the school, to discuss with the 1 teachers what they are looking for and ways to leverage some of that money into fostering a 2 program that lives long into the future. Mayor Faust welcomed Ms. Seaman to the City and 3 stated the City is very involved in sustainability of all things. 4 5 D. Third Quarter Goals Update 6 7 City Manager Casey provided an update on the Strategic Initiatives including Environmental 8 Stewardship, Quality Infrastructure, Robust Technology, Quality Housing & Commercial/ 9 Industrial Businesses, Inclusive “Village” and Safe, Sound and Progressive Community. The 10 update included action steps, responsibility, and comments. The next update will be held after 11 the first of the year. 12 13 Mayor Faust stated it appears we have come up with a new list but many of these items are 14 ongoing. Not mentioned was implement organized collection was one of the City’s goals for a 15 long time. Another goal the City has had for a long time is the Fix-It Clinic and the sustainable 16 house remodel project, which is underway. 17 18 Mayor Faust stated he appreciates all of staff’s hard work to do the things that makes this City 19 truly different in terms of being progressive. 20 21 VII. REPORTS FROM CITY MANAGER AND COUNCIL MEMBERS. 22 23 City Manager Casey reported on the Fix It Clinic. There were 55 people that brought 83 items 24 and of those 83 items 64 were fixed (77% rate) and 519 pounds were diverted from the waste 25 stream. There was also a TechDump held and there were 3792 pounds of items that were 26 recycled. 27 28 Mayor Faust commented 519 pounds out of the waste stream was excellent and it is good to see 29 people are being more cautious and re-using items when they can. Those are great things for the 30 community to embrace. 31 32 Councilmember Brever stated last Friday, she attended an Active Living Hennepin County 33 Workshop where Dr. Edward Ellinger spoke. 34 35 Councilmember Jenson stated last night he attended the Fire Department Relief Association’s 36 Monthly Meeting. Last week he had several discussions with the History Committee. They are 37 finding how to best market the book “More Pigs Than People” and are also preparing for their 38 annual meeting. 39 40 Mayor Faust reviewed on October 20 he attended the Chamber of Commerce Monthly Meeting, 41 along with the City Manager. At the meeting, security was discussed in terms of small 42 businesses. 43 44 On October 21, Mayor Faust attended the Minnesota Municipal Beverage Association Regional 45 Meeting and the City is fortunate to have its liquor operations manager and staff. Mike Larson is 46 well respected in that group and the City should be grateful to have him as our liquor manager. 47 5 On October 22, Mayor Faust stated there was a candidate meet and greet put on by the Chamber. 1 Councilmembers Gray and Brever were also in attendance. 2 3 Earlier today, the City Manager and Mayor Faust attended the Association of Advancement of 4 Sustainability in Higher Education Conference where people were talking about sustainability 5 from all over the U.S. and Canada. There were 750 attendees. City Manager Casey and Mayor 6 Faust were on a panel and 40-50 people attended this panel discussion. St. Anthony is held in 7 high regard when it comes to sustainability. 8 9 VIII. COMMUNITY FORUM. 10 11 Mayor Faust invited residents to come forward at this time and address the Council on items that 12 are not on the regular agenda. Hearing none, Mayor Faust moved forward with the agenda. 13 14 IX. INFORMATION AND ANNOUNCEMENTS. 15 16 November 3, 2015, is the election for City Council and School Board. 17 18 X. ADJOURNMENT. 19 20 Mayor Faust adjourned the meeting at 7:45 p.m. 21 22 Respectfully submitted, 23 Debbie Wolfe 24 TimeSaver Off Site Secretarial, Inc. 25 26 27 ATTEST: ________________________________ Mayor 28 City Clerk 29 30 6 Saint Anthony Village DATE: November 10, 2015 Approved: TO: Mayor and Councilmembers FROM: License Clerk ITEM: License and Permits for Approval: General Contractors License: Crosstown Sign, Ham Lake, MN Mechanical License: Aquarius Water Conditioning, Little Canada, MN Centraire Heating & Air Conditioning, Eden Prairie, MN Glowing Hearth & Home, Jordan, MN Soderlin Plumbing, Heating & Air Conditioning, Minneapolis, MN Residential Rental License: Applicant: Matt Volkmar Location: 3104 39th Ave NE Applicant: Chris Carr Location: 3042 Old Hwy 8 NE Applicant: Walter Sentyrz Jr. Location: 2508 St Anthony Blvd NE Applicant: Jean Kenney Location: 3525 Stinson Blvd NE 7 THIS PAGE LEFT INTENTIONALLY BLANK 8 City of St Anthony Village CITY OF ST ANTHONY CHECK REGISTER Page: 1 Check Issue Dates: 10/23/2015 - 11/12/2015 Nov 04, 2015 08:28AM Vendor Number Payee Check Number Check Issue Date Amount 10176 BLUE CROSS BLUE SHIELD 27678 10/23/2015 55,911.46 11798 CENTRAL PENSION FUND LOCAL #49 27679 10/23/2015 2,764.80 10710 ICMA RETIREMENT TRUST 27680 10/23/2015 2,056.00 11813 NCPERS GROUP LIFE INSURANCE 27681 10/23/2015 96.00 12077 SUN LIFE FINANCIAL 27682 10/23/2015 731.00 10054 ALLIANCE MECHANICAL 27683 11/12/2015 3,544.00 10078 AMERICAN WATER WORKS ASSN 27684 11/12/2015 191.00 10081 ANCOM COMMUNICATIONS 27685 11/12/2015 336.00 10092 APACHE GROUP 27686 11/12/2015 1,735.43 1100 ARTISIAN BEER COMPANY 27687 11/12/2015 4,951.79 11969 BARBARA SCHNEIDER FOUNDATION 27688 11/12/2015 150.00 1101 BAUHAUS BREW LABS LLC 27689 11/12/2015 285.00 1013 BELLBOY CORPORATION 27690 11/12/2015 5,526.80 1014 BELLBOY CORPORATION 27691 11/12/2015 274.75 1035 BERNICK'S BEVERAGE & VENDING 27692 11/12/2015 578.10 11883 BIG RIVER GROUP LLC 27693 11/12/2015 1,650.00 12133 BLAINE TIRE & AUTO 27694 11/12/2015 408.88 10185 BOUND TREE MEDICAL LLC 27695 11/12/2015 162.32 8544 BOURGET IMPORTS 27696 11/12/2015 223.46 10187 BOYER TRUCKS, INC.27697 11/12/2015 177.55 10188 BRAKE & EQUIPMENT WAREHOUSE 27698 11/12/2015 219.96 10191 BRAZIL, KIM 27699 11/12/2015 94.61 10197 BRIAN NELSON INSPECTION SVCS 27700 11/12/2015 666.00 11984 BRISKI, TIM 27701 11/12/2015 153.92 10222 C & H SPORT SURFACES INC.27702 11/12/2015 1,940.00 1017 CAPITOL BEVERAGE SALES 27703 11/12/2015 11,305.13 10246 CASEY, MARK 27704 11/12/2015 292.10 1058 CASTLE DANGER BREWERY 27705 11/12/2015 836.52 10254 CENTRAL LOCK & SAFE CO 27706 11/12/2015 20.70 12150 CITY OF NEW BRIGHTON 27707 11/12/2015 14,081.07 10293 CITY OF ROSEVILLE 27708 11/12/2015 8,480.72 10306 CITY WIDE WINDOW SERVICE INC 27709 11/12/2015 240.95 1010 CLEAR RIVER BEVERAGE COMPANYMPANY 27710 11/12/2015 179.78 1021 COCA COLA REFRESHMENTS USA, INC.27711 11/12/2015 676.64 10332 COMPTON'S COMMERCIAL CLNG. INC 27712 11/12/2015 3,578.00 1042 CRYSTAL SPRINGS ICE 27713 11/12/2015 191.16 10438 D ROCK CENTER & SMALL ENG 27714 11/12/2015 87.00 12209 DASH MEDICAL GLOVES 27715 11/12/2015 212.70 10414 DIEGNAU, DANIEL 27716 11/12/2015 42.18 10432 DORSEY & WHITNEY 27717 11/12/2015 2,037.16 10461 EHLERS & ASSOCIATES, INC.27718 11/12/2015 3,800.00 10474 EMERGENCY AUTOMOTIVE TECH, INC 27719 11/12/2015 25.60 1045 EXTREME BEVERAGE 27720 11/12/2015 198.90 10503 FEDERAL LICENSING, INC.27721 11/12/2015 119.00 10522 FIRST-SHRED 27722 11/12/2015 33.00 10526 FLEETPRIDE 27723 11/12/2015 23.13 10550 G & K SERVICES INC 27724 11/12/2015 582.28 10554 GCR TIRES & SERVICE 27725 11/12/2015 32.00 10578 GOPHER STATE ONE CALL 27726 11/12/2015 344.20 1032 GRAPE BEGINNINGS, INC.27727 11/12/2015 535.50 10603 H & L MESABI INC 27728 11/12/2015 2,247.04 10624 HAWKINS, INC 27729 11/12/2015 1,379.45 10631 HEALTH PSYCHOLOGY SOLUTIONS 27730 11/12/2015 1,250.00 9 City of St Anthony Village CITY OF ST ANTHONY CHECK REGISTER Page: 2 Check Issue Dates: 10/23/2015 - 11/12/2015 Nov 04, 2015 08:28AM Vendor Number Payee Check Number Check Issue Date Amount 10636 HEDBACK, ARENDT & CARLSON PLLC 27731 11/12/2015 3,500.00 1019 HOHENSTEIN'S, INC 27732 11/12/2015 2,672.05 10684 HOME DEPOT CREDIT SERVICES 27733 11/12/2015 69.97 1027 INDEED BREWING COMPANY 27734 11/12/2015 366.00 10727 INLAND TRS PROPERTY MANAGEMENT 27735 11/12/2015 2,620.32 11943 INTERNATIONAL CITY COUNTY MGMT ASSOC 27736 11/12/2015 1,040.00 12105 INTERSTATE ALL BATTERY CENTER 27737 11/12/2015 99.95 1016 JJ TAYLOR DISTRIBUTING 27738 11/12/2015 31,195.81 1004 JOHNSON BROTHERS LIQUOR CO.27739 11/12/2015 23,169.69 1005 JOHNSON BROTHERS LIQUOR COMPANY.27740 11/12/2015 21,714.45 1006 JOHNSON BROTHERS LIQUOR COMPANY.27741 11/12/2015 21,977.69 1044 JOHNSON BROTHERS LIQUOR COMPANY.27742 11/12/2015 27,002.15 10786 KEEPERS, INC.27743 11/12/2015 35.10 12151 LAWSON PRODUCTS 27744 11/12/2015 168.35 10851 LILLIE SUBURBAN NEWSPAPER 27745 11/12/2015 89.70 1022 M. AMUNDSON LLP 27746 11/12/2015 2,830.27 10916 MENARDS LUMBER 27747 11/12/2015 12.88 10931 METROPOLITAN COUNCIL - WASTEWATER 27748 11/12/2015 49,448.42 10937 MIDC ENTERPRISES 27749 11/12/2015 66.00 10939 MIDWAY FORD 27750 11/12/2015 293.90 10940 MIDWEST ASPHALT CORPORATION 27751 11/12/2015 38.76 1053 MILLNER HERITAGE VINEYARDS 27752 11/12/2015 162.00 11965 MINNESOTA POLLUTION CONTROL AGENCY 27753 11/12/2015 55.00 11085 MURPHY'S SERVICE CENTER 27754 11/12/2015 11.80 1051 NEW FRANCE WINE COMPANY 27755 11/12/2015 89.50 12114 NORTH STAR MAINTENANCE & MANAGEMENT 27756 11/12/2015 2,144.00 11163 OFFICE DEPOT 27757 11/12/2015 634.76 12112 OREILLY AUTO PARTS 27758 11/12/2015 100.63 11185 PACE ANALYTICAL SERVICES, INC.27759 11/12/2015 773.50 11186 PAETEC 27760 11/12/2015 146.73 1012 PAUSTIS & SONS 27761 11/12/2015 1,995.82 1001 PHILLIPS WINE & SPIRITS 27762 11/12/2015 5,535.91 1002 PHILLIPS WINE & SPIRITS 27763 11/12/2015 13,418.44 11246 PRAXAIR 27764 11/12/2015 38.05 11343 ROSEDALE CHEVROLET 27765 11/12/2015 75.21 11397 SHARROW LIFTING PRODUCTS 27766 11/12/2015 11.68 11399 SHI INTERNATIONAL CORPORATION.27767 11/12/2015 3,707.00 11408 SIGNATURE CONCEPTS, INC.27768 11/12/2015 1,949.00 1055 SOCIABLE CIDER WERKS 27769 11/12/2015 800.00 1036 SOUTHERN - WCW 27770 11/12/2015 370.56 1026 SOUTHERN LIQUOR 27771 11/12/2015 3,370.06 1024 SOUTHERN WINE & SPIRITS - LAKES DIVISION 27772 11/12/2015 4,489.88 1008 SOUTHERN WINE-SPIRITS-AMERICAN DIVISION 27773 11/12/2015 1,845.48 11457 ST ANTHONY VILLAGE CENTER, LLC 27774 11/12/2015 2,081.79 2001 STEEL TOE BREWING 27775 11/12/2015 247.75 11536 TASC 27776 11/12/2015 20.00 11566 TIMESAVER OFF SITE SECRETARIAL 27777 11/12/2015 144.30 11586 TRACY PRINTING 27778 11/12/2015 852.00 1098 TRADITION WINE & SPIRITS 27779 11/12/2015 122.00 11637 UNITED ELECTRIC COMPANY 27780 11/12/2015 123.90 11651 UNIVERSITY OF MINNESOTA 27781 11/12/2015 245.00 11674 VERIZON WIRELESS 27782 11/12/2015 1,493.22 11681 VIKING ELECTRIC SUPPLY INC 27783 11/12/2015 11.94 10 City of St Anthony Village CITY OF ST ANTHONY CHECK REGISTER Page: 3 Check Issue Dates: 10/23/2015 - 11/12/2015 Nov 04, 2015 08:28AM Vendor Number Payee Check Number Check Issue Date Amount 1025 VINOCOPIA 27784 11/12/2015 1,892.02 11704 WASTE MANAGEMENT OF WI-MN 27785 11/12/2015 283.03 1034 WINE COMPANY/THE 27786 11/12/2015 1,702.35 1038 WINE MERCHANTS INC 27787 11/12/2015 8,832.31 11729 WIRELESS WORLD 27788 11/12/2015 48.73 1011 WIRTZ BEVERAGE - (GRIGGS)27789 11/12/2015 15,207.00 1009 WIRTZ BEVERAGE MINNESOTA 27790 11/12/2015 6,041.62 1018 WIRTZ BEVERAGE MINNESOTA 27791 11/12/2015 18,991.22 11731 WITMER PUBLIC SAFETY GRP, INC.27792 11/12/2015 164.97 11738 WSB & ASSOCIATES, INC.27793 11/12/2015 94,670.41 Grand Totals: 520,972.77 11 THIS PAGE LEFT INTENTIONALLY BLANK 12 REQUEST FOR COUNCIL CONSIDERATION Meeting Date: November 10, 2015 Resolution-Approving State of Minnesota Joint Powers Agreement with the City of St. Anthony for the Use of Systems and Tools Available Over the State’s Criminal Justice Data Communications Network; and the Subscriber Amendment Overview: In front of you this evening is a Joint Powers Agreement, Subscriber Amendment, and Resolution to approve the City of St. Anthony Police Department’s agreement with the State of Minnesota. This agreement allows the Police Department the use of the BCA’s systems and tools that are available over the State’s Criminal Justice Data Communications Network. This agreement is renewed every five years. 13 THIS PAGE LEFT INTENTIONALLY BLANK 14 STATE OF MINNESOTA JOINT POWERS AGREEMENT AUTHORIZED AGENCY This agreement is between the State of Minnesota, acting through its Department of Public Safety, Bureau of Criminal Apprehension ("BCA") and the City of St. Anthony on behalf of its Police Department ("Agency"). Recitals Under Minn. Stat. § 471.59, the BCA and the Agency are empowered to engage in those agreements that are necessary to exercise their powers. Under Minn. Stat. § 299C.46 the BCA must provide a criminal justice data communications network to benefit authorized agencies in Minnesota. The Agency is authorized by law to utilize the criminal justice data communications network pursuant to the terms set out in this agreement. In addition, BCA either maintains repositories of data or has access to repositories of data that benefit authorized agencies in performing their duties. Agency wants to access these data in support of its official duties. The purpose of this Agreement is to create a method by which the Agency has access to those systems and tools for which it has eligibility, and to memorialize the requirements to obtain access and the limitations on the access. Agreement 1 Term of Agreement 1.1 Effective date: This Agreement is effective on the date the BCA obtains all required signatures under Minn. Stat. § 16C.05, subdivision 2. 1.2 Expiration date: This Agreement expires five years from the date it is effective. 2 Agreement between the Parties 2.1 General access. BCA agrees to provide Agency with access to the Minnesota Criminal Justice Data Communications Network (CJDN) and those systems and tools which the Agency is authorized by law to access via the CJDN for the purposes outlined in Minn. Stat. § 299C.46. 2.2 Methods of access. The BCA offers three (3) methods of access to its systems and tools. The methods of access are: A. Direct access occurs when individual users at the Agency use Agency’s equipment to access the BCA’s systems and tools. This is generally accomplished by an individual user entering a query into one of BCA’s systems or tools. B. Indirect access occurs when individual users at the Agency go to another Agency to obtain data and information from BCA’s systems and tools. This method of access generally results in the Agency with indirect access obtaining the needed data and information in a physical format like a paper report. C. Computer-to-computer system interface occurs when Agency’s computer exchanges data and information with BCA’s computer systems and tools using an interface. Without limitation, interface types include: state message switch, web services, enterprise service bus and message queuing. For purposes of this Agreement, Agency employees or contractors may use any of these methods to use BCA’s systems and tools as described in this Agreement. Agency will select a method of access and can change the methodology following the process in Clause 2.10. 2.3 Federal systems access. In addition, pursuant to 28 CFR §20.30-38 and Minn. Stat. §299C.58, BCA may provide Agency with access to the Federal Bureau of Investigation (FBI) National Crime Information Center. 15 2.4 Agency policies. Both the BCA and the FBI’s Criminal Justice Information Systems (FBI-CJIS) have policies, regulations and laws on access, use, audit, dissemination, hit confirmation, logging, quality assurance, screening (pre- employment), security, timeliness, training, use of the system, and validation. Agency has created its own policies to ensure that Agency’s employees and contractors comply with all applicable requirements. Agency ensures this compliance through appropriate enforcement. These BCA and FBI-CJIS policies and regulations, as amended and updated from time to time, are incorporated into this Agreement by reference. The policies are available at https://app.dps.mn.gov/cjdn. 2.5 Agency resources. To assist Agency in complying with the federal and state requirements on access to and use of the various systems and tools, information is available at https://sps.x.state.mn.us/sites/bcaservicecatalog/default.aspx. Additional information on appropriate use is found in the Minnesota Bureau of Criminal Apprehension Policy on Appropriate Use of Systems and Data available at https://dps.mn.gov/divisions/bca/bca- divisions/mnjis/Documents/BCA-Policy-on-Appropriate-Use-of-Systems-and-Data.pdf. 2.6 Access granted. A. Agency is granted permission to use all current and future BCA systems and tools for which Agency is eligible. Eligibility is dependent on Agency (i) satisfying all applicable federal or state statutory requirements; (ii) complying with the terms of this Agreement; and (iii) acceptance by BCA of Agency’s written request for use of a specific system or tool. B. To facilitate changes in systems and tools, Agency grants its Authorized Representative authority to make written requests for those systems and tools provided by BCA that the Agency needs to meet its criminal justice obligations and for which Agency is eligible. 2.7 Future access. On written request by Agency, BCA also may provide Agency with access to those systems or tools which may become available after the signing of this Agreement, to the extent that the access is authorized by applicable state and federal law. Agency agrees to be bound by the terms and conditions contained in this Agreement that when utilizing new systems or tools provided under this Agreement. 2.8 Limitations on access. BCA agrees that it will comply with applicable state and federal laws when making information accessible. Agency agrees that it will comply with applicable state and federal laws when accessing, entering, using, disseminating, and storing data. Each party is responsible for its own compliance with the most current applicable state and federal laws. 2.9 Supersedes prior agreements. This Agreement supersedes any and all prior agreements between the BCA and the Agency regarding access to and use of systems and tools provided by BCA. 2.10 Requirement to update information. The parties agree that if there is a change to any of the information whether required by law or this Agreement, the party will send the new information to the other party in writing within 30 days of the change. This clause does not apply to changes in systems or tools provided under this Agreement. This requirement to give notice additionally applies to changes in the individual or organization serving a city as its prosecutor. Any change in performance of the prosecutorial function must be provided to the BCA in writing by giving notice to the Service Desk, BCA.ServiceDesk@state.mn.us. 2.11 Transaction record. The BCA creates and maintains a transaction record for each exchange of data utilizing its systems and tools. In order to meet FBI-CJIS requirements and to perform the audits described in Clause 7, there must be a method of identifying which individual users at the Agency conducted a particular transaction. If Agency uses either direct access as described in Clause 2.2A or indirect access as described in Clause 2.2B, BCA’s transaction record meets FBI-CJIS requirements. When Agency’s method of access is a computer to computer interface as described in Clause 2.2C, the Agency must 16 keep a transaction record sufficient to satisfy FBI-CJIS requirements and permit the audits described in Clause 7 to occur. If an Agency accesses data from the Driver and Vehicle Services Division in the Minnesota Department of Public Safety and keeps a copy of the data, Agency must have a transaction record of all subsequent access to the data that are kept by the Agency. The transaction record must include the individual user who requested access, and the date, time and content of the request. The transaction record must also include the date, time and content of the response along with the destination to which the data were sent. The transaction record must be maintained for a minimum of six (6) years from the date the transaction occurred and must be made available to the BCA within one (1) business day of the BCA’s request. 2.12 Court information access. Certain BCA systems and tools that include access to and/or submission of Court Records may only be utilized by the Agency if the Agency completes the Court Data Services Subscriber Amendment, which upon execution will be incorporated into this Agreement by reference. These BCA systems and tools are identified in the written request made by Agency under Clause 2.6 above. The Court Data Services Subscriber Amendment provides important additional terms, including but not limited to privacy (see Clause 8.2, below), fees (see Clause 3 below), and transaction records or logs, that govern Agency’s access to and/or submission of the Court Records delivered through the BCA systems and tools. 2.13 Vendor personnel screening. The BCA will conduct all vendor personnel screening on behalf of Agency as is required by the FBI CJIS Security Policy. The BCA will maintain records of the federal, fingerprint-based background check on each vendor employee as well as records of the completion of the security awareness training that may be relied on by the Agency. 3 Payment The Agency agrees to pay BCA for access to the criminal justice data communications network described in Minn. Stat. § 299C.46 as specified in this Agreement. The bills are sent quarterly for the amount of Five Hundred Ten Dollars ($510.00) or a total annual cost of Two Thousand Forty Dollars ($2,040.00). Agency will identify its contact person for billing purposes, and will provide updated information to BCA’s Authorized Representative within ten business days when this information changes. If Agency chooses to execute the Court Data Services Subscriber Amendment referred to in Clause 2.12 in order to access and/or submit Court Records via BCA’s systems, additional fees, if any, are addressed in that amendment. 4 Authorized Representatives The BCA's Authorized Representative is Dana Gotz, Department of Public Safety, Bureau of Criminal Apprehension, Minnesota Justice Information Services, 1430 Maryland Avenue, St. Paul, MN 55106, 651-793-1007, or her successor. The Agency's Authorized Representative is Chief John Ohl, 3301 Silver Lake Road NE, St. Anthony, MN 55418, (612) 782-3350, or his/her successor. 5 Assignment, Amendments, Waiver, and Contract Complete 5.1 Assignment. Neither party may assign nor transfer any rights or obligations under this Agreement. 5.2 Amendments. Any amendment to this Agreement, except those described in Clauses 2.6 and 2.7 above must be in writing and will not be effective until it has been signed and approved by the same parties who signed and approved the original agreement, their successors in office, or another individual duly authorized. 5.3 Waiver. If either party fails to enforce any provision of this Agreement, that failure does not waive the provision or the right to enforce it. 5.4 Contract Complete. This Agreement contains all negotiations and agreements between the BCA and the Agency. No other understanding regarding this Agreement, whether written or oral, may be used to bind either party. 17 6 Liability Each party will be responsible for its own acts and behavior and the results thereof and shall not be responsible or liable for the other party’s actions and consequences of those actions. The Minnesota Torts Claims Act, Minn. Stat. § 3.736 and other applicable laws govern the BCA’s liability. The Minnesota Municipal Tort Claims Act, Minn. Stat. Ch. 466, governs the Agency’s liability. 7 Audits 7.1 Under Minn. Stat. § 16C.05, subd. 5, the Agency’s books, records, documents, internal policies and accounting procedures and practices relevant to this Agreement are subject to examination by the BCA, the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this Agreement. Under Minn. Stat. § 6.551, the State Auditor may examine the books, records, documents, and accounting procedures and practices of BCA. The examination shall be limited to the books, records, documents, and accounting procedures and practices that are relevant to this Agreement. 7.2 Under applicable state and federal law, the Agency’s records are subject to examination by the BCA to ensure compliance with laws, regulations and policies about access, use, and dissemination of data. 7.3 If Agency accesses federal databases, the Agency’s records are subject to examination by the FBI and Agency will cooperate with FBI examiners and make any requested data available for review and audit. 7.4 To facilitate the audits required by state and federal law, Agency is required to have an inventory of the equipment used to access the data covered by this Agreement and the physical location of each. 8 Government Data Practices 8.1 BCA and Agency. The Agency and BCA must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data accessible under this Agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Agency under this Agreement. The remedies of Minn. Stat. §§ 13.08 and 13.09 apply to the release of the data referred to in this clause by either the Agency or the BCA. 8.2 Court Records. If Agency chooses to execute the Court Data Services Subscriber Amendment referred to in Clause 2.12 in order to access and/or submit Court Records via BCA’s systems, the following provisions regarding data practices also apply. The Court is not subject to Minn. Stat. Ch. 13 (see section 13.90) but is subject to the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court. All parties acknowledge and agree that Minn. Stat. § 13.03, subdivision 4(e) requires that the BCA and the Agency comply with the Rules of Public Access for those data received from Court under the Court Data Services Subscriber Amendment. All parties also acknowledge and agree that the use of, access to or submission of Court Records, as that term is defined in the Court Data Services Subscriber Amendment, may be restricted by rules promulgated by the Minnesota Supreme Court, applicable state statute or federal law. All parties acknowledge and agree that these applicable restrictions must be followed in the appropriate circumstances. 9 Investigation of alleged violations; sanctions For purposes of this clause, “Individual User” means an employee or contractor of Agency. 9.1 Investigation. Agency and BCA agree to cooperate in the investigation and possible prosecution of suspected violations of federal and state law referenced in this Agreement. Agency and BCA agree to cooperate in the investigation of suspected violations of the policies and procedures referenced in this Agreement. When BCA becomes aware that a violation may have occurred, BCA will inform Agency of the suspected violation, subject to any restrictions in applicable law. When Agency becomes aware that a violation has occurred, Agency will inform BCA subject to any restrictions in applicable law. 9.2 Sanctions Involving Only BCA Systems and Tools. The following provisions apply to BCA systems and tools not covered by the Court Data Services Subscriber 18 Amendment. None of these provisions alter the Agency’s internal discipline processes, including those governed by a collective bargaining agreement. 9.2.1 For BCA systems and tools that are not covered by the Court Data Services Subscriber Amendment, Agency must determine if and when an involved Individual User’s access to systems or tools is to be temporarily or permanently eliminated. The decision to suspend or terminate access may be made as soon as alleged violation is discovered, after notice of an alleged violation is received, or after an investigation has occurred. Agency must report the status of the Individual User’s access to BCA without delay. BCA reserves the right to make a different determination concerning an Individual User’s access to systems or tools than that made by Agency and BCA’s determination controls. 9.2.2 If BCA determines that Agency has jeopardized the integrity of the systems or tools covered in this Clause 9.2, BCA may temporarily stop providing some or all the systems or tools under this Agreement until the failure is remedied to the BCA’s satisfaction. If Agency’s failure is continuing or repeated, Clause 11.1 does not apply and BCA may terminate this Agreement immediately. 9.3 Sanctions Involving Only Court Data Services The following provisions apply to those systems and tools covered by the Court Data Services Subscriber Amendment, if it has been signed by Agency. As part of the agreement between the Court and the BCA for the delivery of the systems and tools that are covered by the Court Data Services Subscriber Amendment, BCA is required to suspend or terminate access to or use of the systems and tools either on its own initiative or when directed by the Court. The decision to suspend or terminate access may be made as soon as an alleged violation is discovered, after notice of an alleged violation is received, or after an investigation has occurred. The decision to suspend or terminate may also be made based on a request from the Authorized Representative of Agency. The agreement further provides that only the Court has the authority to reinstate access and use. 9.3.1 Agency understands that if it has signed the Court Data Services Subscriber Amendment and if Agency’s Individual Users violate the provisions of that Amendment, access and use will be suspended by BCA or Court. Agency also understands that reinstatement is only at the direction of the Court. 9.3.2 Agency further agrees that if Agency believes that one or more of its Individual Users have violated the terms of the Amendment, it will notify BCA and Court so that an investigation as described in Clause 9.1 may occur. 10 Venue Venue for all legal proceedings involving this Agreement, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 11 Termination 11.1 Termination. The BCA or the Agency may terminate this Agreement at any time, with or without cause, upon 30 days’ written notice to the other party’s Authorized Representative. 11.2 Termination for Insufficient Funding. Either party may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written notice to the other party’s authorized representative. The Agency is not obligated to pay for any services that are provided after notice and effective date of termination. However, the BCA will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. Neither party will be assessed any penalty if the agreement is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. Notice of the lack of funding must be provided within a reasonable time of the affected party receiving that notice. 12 Continuing obligations The following clauses survive the expiration or cancellation of this Agreement: 6. Liability; 7. Audits; 8. Government Data Practices; 9. Investigation of alleged violations; sanctions; and 10.Venue. 19 The parties indicate their agreement and authority to execute this Agreement by signing below. 1. AGENCY Name: John Ohl Signed: ____________________________________________ Title: Police Chief (with delegated authority) Date: ______________________________________________ Name: Mark Casey Signed: ____________________________________________ Title: City Manager (with delegated authority) Date: ______________________________________________ 2. DEPARTMENT OF PUBLIC SAFETY, BUREAU OF CRIMINAL APPREHENSION Name: _____________________________________________ (PRINTED) Signed: ____________________________________________ Title: ______________________________________________ (with delegated authority) Date: ______________________________________________ 3. COMMISSIONER OF ADMINISTRATION delegated to Materials Management Division By: ______________________________________________ Date: _____________________________________________ 20 COURT DATA SERVICES SUBSCRIBER AMENDMENT TO CJDN SUBSCRIBER AGREEMENT This Court Data Services Subscriber Amendment (“Subscriber Amendment”) is entered into by the State of Minnesota, acting through its Department of Public Safety, Bureau of Criminal Apprehension, (“BCA”) and the City of St. Anthony on behalf of its Police Department (“Agency”), and by and for the benefit of the State of Minnesota acting through its State Court Administrator’s Office (“Court”) who shall be entitled to enforce any provisions hereof through any legal action against any party. Recitals This Subscriber Amendment modifies and supplements the Agreement between the BCA and Agency, SWIFT Contract number 102352, of even or prior date, for Agency use of BCA systems and tools (referred to herein as “the CJDN Subscriber Agreement”). Certain BCA systems and tools that include access to and/or submission of Court Records may only be utilized by the Agency if the Agency completes this Subscriber Amendment. The Agency desires to use one or more BCA systems and tools to access and/or submit Court Records to assist the Agency in the efficient performance of its duties as required or authorized by law or court rule. Court desires to permit such access and/or submission. This Subscriber Amendment is intended to add Court as a party to the CJDN Subscriber Agreement and to create obligations by the Agency to the Court that can be enforced by the Court. It is also understood that, pursuant to the Master Joint Powers Agreement for Delivery of Court Data Services to CJDN Subscribers (“Master Authorization Agreement”) between the Court and the BCA, the BCA is authorized to sign this Subscriber Amendment on behalf of Court. Upon execution the Subscriber Amendment will be incorporated into the CJDN Subscriber Agreement by reference. The BCA, the Agency and the Court desire to amend the CJDN Subscriber Agreement as stated below. The CJDN Subscriber Agreement is amended by the addition of the following provisions: 1. TERM; TERMINATION; ONGOING OBLIGATIONS. This Subscriber Amendment shall be effective on the date finally executed by all parties and shall remain in effect until expiration or termination of the CJDN Subscriber Agreement unless terminated earlier as provided in this Subscriber Amendment. Any party may terminate this Subscriber Amendment with or without cause by giving written notice to all other parties. The effective date of the termination shall be thirty days after the other party's receipt of the notice of termination, unless a later date is specified in the notice. The provisions of sections 5 through 9, 12.b., 12.c., and 15 through 24 shall survive any termination of this Subscriber Amendment as shall any other provisions which by their nature are intended or expected to survive such termination. Upon termination, the Subscriber shall perform the responsibilities set forth in paragraph 7(f) hereof. 2. Definitions. Unless otherwise specifically defined, each term used herein shall have the meaning assigned to such term in the CJDN Subscriber Agreement. 21 a. “Authorized Court Data Services” means Court Data Services that have been authorized for delivery to CJDN Subscribers via BCA systems and tools pursuant to an Authorization Amendment to the Joint Powers Agreement for Delivery of Court Data Services to CJDN Subscribers (“Master Authorization Agreement”) between the Court and the BCA. b. “Court Data Services” means one or more of the services set forth on the Justice Agency Resource webpage of the Minnesota Judicial Branch website (for which the current address is www.courts.state.mn.us) or other location designated by the Court, as the same may be amended from time to time by the Court. c. “Court Records” means all information in any form made available by the Court to Subscriber through the BCA for the purposes of carrying out this Subscriber Amendment, including: i. “Court Case Information” means any information in the Court Records that conveys information about a particular case or controversy, including without limitation Court Confidential Case Information, as defined herein. ii. “Court Confidential Case Information” means any information in the Court Records that is inaccessible to the public pursuant to the Rules of Public Access and that conveys information about a particular case or controversy. iii. “Court Confidential Security and Activation Information” means any information in the Court Records that is inaccessible to the public pursuant to the Rules of Public Access and that explains how to use or gain access to Court Data Services, including but not limited to login account names, passwords, TCP/IP addresses, Court Data Services user manuals, Court Data Services Programs, Court Data Services Databases, and other technical information. iv. “Court Confidential Information” means any information in the Court Records that is inaccessible to the public pursuant to the Rules of Public Access, including without limitation both i) Court Confidential Case Information; and ii) Court Confidential Security and Activation Information. d. “DCA” shall mean the district courts of the state of Minnesota and their respective staff. e. “Policies & Notices” means the policies and notices published by the Court in connection with each of its Court Data Services, on a website or other location designated by the Court, as the same may be amended from time to time by the Court. Policies & Notices for each Authorized Court Data Service identified in an approved request form under section 3, below, are hereby made part of this Subscriber Amendment by this reference and provide additional terms and conditions that govern Subscriber’s use of Court Records accessed through such services, including but not limited to provisions on access and use limitations. 22 f. “Rules of Public Access” means the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court, as the same may be amended from time to time, including without limitation lists or tables published from time to time by the Court entitled Limits on Public Access to Case Records or Limits on Public Access to Administrative Records, all of which by this reference are made a part of this Subscriber Amendment. It is the obligation of Subscriber to check from time to time for updated rules, lists, and tables and be familiar with the contents thereof. It is contemplated that such rules, lists, and tables will be posted on the Minnesota Judicial Branch website, for which the current address is www.courts.state.mn.us. g. “Court” shall mean the State of Minnesota, State Court Administrator's Office. h. “Subscriber” shall mean the Agency. i. “Subscriber Records” means any information in any form made available by the Subscriber to the Court for the purposes of carrying out this Subscriber Amendment. 3. REQUESTS FOR AUTHORIZED COURT DATA SERVICES. Following execution of this Subscriber Amendment by all parties, Subscriber may submit to the BCA one or more separate requests for Authorized Court Data Services. The BCA is authorized in the Master Authorization Agreement to process, credential and approve such requests on behalf of Court and all such requests approved by the BCA are adopted and incorporated herein by this reference the same as if set forth verbatim herein. a. Activation. Activation of the requested Authorized Court Data Service(s) shall occur promptly following approval. b. Rejection. Requests may be rejected for any reason, at the discretion of the BCA and/or the Court. c. Requests for Termination of One or More Authorized Court Data Services. The Subscriber may request the termination of an Authorized Court Data Services previously requested by submitting a notice to Court with a copy to the BCA. Promptly upon receipt of a request for termination of an Authorized Court Data Service, the BCA will deactivate the service requested. The termination of one or more Authorized Court Data Services does not terminate this Subscriber Amendment. Provisions for termination of this Subscriber Amendment are set forth in section 1. Upon termination of Authorized Court Data Services, the Subscriber shall perform the responsibilities set forth in paragraph 7(f) hereof. 4. SCOPE OF ACCESS TO COURT RECORDS LIMITED. Subscriber’s access to and/or submission of the Court Records shall be limited to Authorized Court Data Services identified in an approved request form under section 3, above, and other Court Records necessary for Subscriber to use Authorized Court Data Services. Authorized Court Data Services shall only be used according to the instructions provided in corresponding Policies & Notices or other materials and only as necessary to assist Subscriber in the efficient performance of 23 Subscriber’s duties required or authorized by law or court rule in connection with any civil, criminal, administrative, or arbitral proceeding in any Federal, State, or local court or agency or before any self-regulatory body. Subscriber’s access to the Court Records for personal or non- official use is prohibited. Subscriber will not use or attempt to use Authorized Court Data Services in any manner not set forth in this Subscriber Amendment, Policies & Notices, or other Authorized Court Data Services documentation, and upon any such unauthorized use or attempted use the Court may immediately terminate this Subscriber Amendment without prior notice to Subscriber. 5. GUARANTEES OF CONFIDENTIALITY. Subscriber agrees: a. To not disclose Court Confidential Information to any third party except where necessary to carry out the Subscriber’s duties as required or authorized by law or court rule in connection with any civil, criminal, administrative, or arbitral proceeding in any Federal, State, or local court or agency or before any self-regulatory body. b. To take all appropriate action, whether by instruction, agreement, or otherwise, to insure the protection, confidentiality and security of Court Confidential Information and to satisfy Subscriber’s obligations under this Subscriber Amendment. c. To limit the use of and access to Court Confidential Information to Subscriber’s bona fide personnel whose use or access is necessary to effect the purposes of this Subscriber Amendment, and to advise each individual who is permitted use of and/or access to any Court Confidential Information of the restrictions upon disclosure and use contained in this Subscriber Amendment, requiring each individual who is permitted use of and/or access to Court Confidential Information to acknowledge in writing that the individual has read and understands such restrictions. Subscriber shall keep such acknowledgements on file for one year following termination of the Subscriber Amendment and/or CJDN Subscriber Agreement, whichever is longer, and shall provide the Court with access to, and copies of, such acknowledgements upon request. For purposes of this Subscriber Amendment, Subscriber’s bona fide personnel shall mean individuals who are employees of Subscriber or provide services to Subscriber either on a voluntary basis or as independent contractors with Subscriber. d. That, without limiting section 1 of this Subscriber Amendment, the obligations of Subscriber and its bona fide personnel with respect to the confidentiality and security of Court Confidential Information shall survive the termination of this Subscriber Amendment and the CJDN Subscriber Agreement and the termination of their relationship with Subscriber. e. That, notwithstanding any federal or state law applicable to the nondisclosure obligations of Subscriber and Subscriber’s bona fide personnel under this Subscriber Amendment, such obligations of Subscriber and Subscriber's bona fide personnel are founded independently on the provisions of this Subscriber Amendment. 6. APPLICABILITY TO PREVIOUSLY DISCLOSED COURT RECORDS. Subscriber acknowledges and agrees that all Authorized Court Data Services and related Court Records disclosed to Subscriber prior to the effective date of this Subscriber Amendment shall be subject to the provisions of this Subscriber Amendment. 24 7. LICENSE AND PROTECTION OF PROPRIETARY RIGHTS. During the term of this Subscriber Amendment, subject to the terms and conditions hereof, the Court hereby grants to Subscriber a nonexclusive, nontransferable, limited license to use Court Data Services Programs and Court Data Services Databases to access or receive the Authorized Court Data Services identified in an approved request form under section 3, above, and related Court Records. Court reserves the right to make modifications to the Authorized Court Data Services, Court Data Services Programs, and Court Data Services Databases, and related materials without notice to Subscriber. These modifications shall be treated in all respects as their previous counterparts. a. Court Data Services Programs. Court is the copyright owner and licensor of the Court Data Services Programs. The combination of ideas, procedures, processes, systems, logic, coherence and methods of operation embodied within the Court Data Services Programs, and all information contained in documentation pertaining to the Court Data Services Programs, including but not limited to manuals, user documentation, and passwords, are trade secret information of Court and its licensors. b. Court Data Services Databases. Court is the copyright owner and licensor of the Court Data Services Databases and of all copyrightable aspects and components thereof. All specifications and information pertaining to the Court Data Services Databases and their structure, sequence and organization, including without limitation data schemas such as the Court XML Schema, are trade secret information of Court and its licensors. c. Marks. Subscriber shall neither have nor claim any right, title, or interest in or use of any trademark used in connection with Authorized Court Data Services, including but not limited to the marks “MNCIS” and “Odyssey.” d. Restrictions on Duplication, Disclosure, and Use. Trade secret information of Court and its licensors will be treated by Subscriber in the same manner as Court Confidential Information. In addition, Subscriber will not copy any part of the Court Data Services Programs or Court Data Services Databases, or reverse engineer or otherwise attempt to discern the source code of the Court Data Services Programs or Court Data Services Databases, or use any trademark of Court or its licensors, in any way or for any purpose not specifically and expressly authorized by this Subscriber Amendment. As used herein, "trade secret information of Court and its licensors" means any information possessed by Court which derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. "Trade secret information of Court and its licensors" does not, however, include information which was known to Subscriber prior to Subscriber’s receipt thereof, either directly or indirectly, from Court or its licensors, information which is independently developed by Subscriber without reference to or use of information received from Court or its licensors, or information which would not qualify as a trade secret under Minnesota law. It will not be a violation of this section 7, sub-section d, for Subscriber to make up to one copy of training materials and configuration documentation, if any, for each individual authorized to access, use, or configure Authorized Court Data Services, solely for its own use in connection with this Subscriber Amendment. Subscriber will take all steps reasonably necessary to protect the copyright, trade secret, and trademark rights of Court and its licensors and Subscriber will advise its bona fide personnel who are permitted access to 25 any of the Court Data Services Programs and Court Data Services Databases, and trade secret information of Court and its licensors, of the restrictions upon duplication, disclosure and use contained in this Subscriber Amendment. e. Proprietary Notices. Subscriber will not remove any copyright or proprietary notices included in and/or on the Court Data Services Programs or Court Data Services Databases, related documentation, or trade secret information of Court and its licensors, or any part thereof, made available by Court directly or through the BCA, if any, and Subscriber will include in and/or on any copy of the Court Data Services Programs or Court Data Services Databases, or trade secret information of Court and its licensors and any documents pertaining thereto, the same copyright and other proprietary notices as appear on the copies made available to Subscriber by Court directly or through the BCA, except that copyright notices shall be updated and other proprietary notices added as may be appropriate. f. Title; Return. The Court Data Services Programs and Court Data Services Databases, and related documentation, including but not limited to training and configuration material, if any, and logon account information and passwords, if any, made available by the Court to Subscriber directly or through the BCA and all copies, including partial copies, thereof are and remain the property of the respective licensor. Except as expressly provided in section 12.b., within ten days of the effective date of termination of this Subscriber Amendment or the CJDN Subscriber Agreement or within ten days of a request for termination of Authorized Court Data Service as described in section 4, Subscriber shall either: (i) uninstall and return any and all copies of the applicable Court Data Services Programs and Court Data Services Databases, and related documentation, including but not limited to training and configuration materials, if any, and logon account information, if any; or (2) destroy the same and certify in writing to the Court that the same have been destroyed. 8. INJUNCTIVE RELIEF. Subscriber acknowledges that the Court, Court’s licensors, and DCA will be irreparably harmed if Subscriber’s obligations under this Subscriber Amendment are not specifically enforced and that the Court, Court’s licensors, and DCA would not have an adequate remedy at law in the event of an actual or threatened violation by Subscriber of its obligations. Therefore, Subscriber agrees that the Court, Court’s licensors, and DCA shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by Subscriber or its bona fide personnel without the necessity of the Court, Court’s licensors, or DCA showing actual damages or that monetary damages would not afford an adequate remedy. Unless Subscriber is an office, officer, agency, department, division, or bureau of the state of Minnesota, Subscriber shall be liable to the Court, Court’s licensors, and DCA for reasonable attorneys fees incurred by the Court, Court’s licensors, and DCA in obtaining any relief pursuant to this Subscriber Amendment. 9. LIABILITY. Subscriber and the Court agree that, except as otherwise expressly provided herein, each party will be responsible for its own acts and the results thereof to the extent authorized by law and shall not be responsible for the acts of any others and the results thereof. Liability shall be governed by applicable law. Without limiting the foregoing, liability of the Court and any Subscriber that is an office, officer, agency, department, division, or bureau of the state of Minnesota shall be governed by the provisions of the Minnesota Tort Claims Act, Minnesota Statutes, section 3.376, and other applicable law. Without limiting the foregoing, if Subscriber is a political subdivision of the state of Minnesota, liability of the Subscriber shall be 26 governed by the provisions of Minn. Stat. Ch. 466 (Tort Liability, Political Subdivisions) or other applicable law. Subscriber and Court further acknowledge that the liability, if any, of the BCA is governed by a separate agreement between the Court and the BCA dated December 13, 2010 with DPS-M -0958. 10. AVAILABILITY. Specific terms of availability shall be established by the Court and communicated to Subscriber by the Court and/or the BCA. The Court reserves the right to terminate this Subscriber Amendment immediately and/or temporarily suspend Subscriber’s Authorized Court Data Services in the event the capacity of any host computer system or legislative appropriation of funds is determined solely by the Court to be insufficient to meet the computer needs of the courts served by the host computer system. 11. [reserved] 12. ADDITIONAL USER OBLIGATIONS. The obligations of the Subscriber set forth in this section are in addition to the other obligations of the Subscriber set forth elsewhere in this Subscriber Amendment. a. Judicial Policy Statement. Subscriber agrees to comply with all policies identified in Policies & Notices applicable to Court Records accessed by Subscriber using Authorized Court Data Services. Upon failure of the Subscriber to comply with such policies, the Court shall have the option of immediately suspending the Subscriber’s Authorized Court Data Services on a temporary basis and/or immediately terminating this Subscriber Amendment. b. Access and Use; Log. Subscriber shall be responsible for all access to and use of Authorized Court Data Services and Court Records by Subscriber’s bona fide personnel or by means of Subscriber’s equipment or passwords, whether or not Subscriber has knowledge of or authorizes such access and use. Subscriber shall also maintain a log identifying all persons to whom Subscriber has disclosed its Court Confidential Security and Activation Information, such as user ID(s) and password(s), including the date of such disclosure. Subscriber shall maintain such logs for a minimum period of six years from the date of disclosure, and shall provide the Court with access to, and copies of, such logs upon request. The Court may conduct audits of Subscriber’s logs and use of Authorized Court Data Services and Court Records from time to time. Upon Subscriber’s failure to maintain such logs, to maintain accurate logs, or to promptly provide access by the Court to such logs, the Court may terminate this Subscriber Amendment without prior notice to Subscriber. c. Personnel. Subscriber agrees to investigate, at the request of the Court and/or the BCA, allegations of misconduct pertaining to Subscriber’s bona fide personnel having access to or use of Authorized Court Data Services, Court Confidential Information, or trade secret information of the Court and its licensors where such persons are alleged to have violated the provisions of this Subscriber Amendment, Policies & Notices, Judicial Branch policies, or other security requirements or laws regulating access to the Court Records. d. Minnesota Data Practices Act Applicability. If Subscriber is a Minnesota Government entity that is subject to the Minnesota Government Data Practices 27 Act, Minn. Stat. Ch. 13, Subscriber acknowledges and agrees that: (1) the Court is not subject to Minn. Stat. Ch. 13 (see section 13.90) but is subject to the Rules of Public Access and other rules promulgated by the Minnesota Supreme Court; (2) Minn. Stat. section 13.03, subdivision 4(e) requires that Subscriber comply with the Rules of Public Access and other rules promulgated by the Minnesota Supreme Court for access to Court Records provided via the BCA systems and tools under this Subscriber Amendment; (3) the use of and access to Court Records may be restricted by rules promulgated by the Minnesota Supreme Court, applicable state statute or federal law; and (4) these applicable restrictions must be followed in the appropriate circumstances. 13. FEES; INVOICES. Unless the Subscriber is an office, officer, department, division, agency, or bureau of the state of Minnesota, Subscriber shall pay the fees, if any, set forth in applicable Policies & Notices, together with applicable sales, use or other taxes. Applicable monthly fees commence ten (10) days after notice of approval of the request pursuant to section 3 of this Subscriber Amendment or upon the initial Subscriber transaction as defined in the Policies & Notices, whichever occurs earlier. When fees apply, the Court shall invoice Subscriber on a monthly basis for charges incurred in the preceding month and applicable taxes, if any, and payment of all amounts shall be due upon receipt of invoice. If all amounts are not paid within 30 days of the date of the invoice, the Court may immediately cancel this Subscriber Amendment without notice to Subscriber and pursue all available legal remedies. Subscriber certifies that funds have been appropriated for the payment of charges under this Subscriber Amendment for the current fiscal year, if applicable. 14. MODIFICATION OF FEES. Court may modify the fees by amending the Policies & Notices as provided herein, and the modified fees shall be effective on the date specified in the Policies & Notices, which shall not be less than thirty days from the publication of the Policies & Notices. Subscriber shall have the option of accepting such changes or terminating this Subscriber Amendment as provided in section 1 hereof. 15. WARRANTY DISCLAIMERS. a. WARRANTY EXCLUSIONS. EXCEPT AS SPECIFICALLY AND EXPRESSLY PROVIDED HEREIN, COURT, COURT’S LICENSORS, AND DCA MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, NOR ARE ANY WARRANTIES TO BE IMPLIED, WITH RESPECT TO THE INFORMATION, SERVICES OR COMPUTER PROGRAMS MADE AVAILABLE UNDER THIS AGREEMENT. b. ACCURACY AND COMPLETENESS OF INFORMATION. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING PARAGRAPH, COURT, COURT’S LICENSORS, AND DCA MAKE NO WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THE COURT RECORDS. 16. RELATIONSHIP OF THE PARTIES. Subscriber is an independent contractor and shall not be deemed for any purpose to be an employee, partner, agent or franchisee of the Court, Court’s licensors, or DCA. Neither Subscriber nor the Court, Court’s licensors, or DCA 28 shall have the right nor the authority to assume, create or incur any liability or obligation of any kind, express or implied, against or in the name of or on behalf of the other. 17. NOTICE. Except as provided in section 2 regarding notices of or modifications to Authorized Court Data Services and Policies & Notices, any notice to Court or Subscriber hereunder shall be deemed to have been received when personally delivered in writing or seventy-two (72) hours after it has been deposited in the United States mail, first class, proper postage prepaid, addressed to the party to whom it is intended at the address set forth on page one of this Agreement or at such other address of which notice has been given in accordance herewith. 18. NON-WAIVER. The failure by any party at any time to enforce any of the provisions of this Subscriber Amendment or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, remedy or option or in any way affect the validity of this Subscriber Amendment. The waiver of any default by either Party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed. 19. FORCE MAJEURE. Neither Subscriber nor Court shall be responsible for failure or delay in the performance of their respective obligations hereunder caused by acts beyond their reasonable control. 20. SEVERABILITY. Every provision of this Subscriber Amendment shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Subscriber Amendment so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this Subscriber Amendment, and all other provisions shall remain in full force and effect. 21. ASSIGNMENT AND BINDING EFFECT. Except as otherwise expressly permitted herein, neither Subscriber nor Court may assign, delegate and/or otherwise transfer this Subscriber Amendment or any of its rights or obligations hereunder without the prior written consent of the other. This Subscriber Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, including any other legal entity into, by or with which Subscriber may be merged, acquired or consolidated. 22. GOVERNING LAW. This Subscriber Amendment shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the United States and of the State of Minnesota. 23. VENUE AND JURISDICTION. Any action arising out of or relating to this Subscriber Amendment, its performance, enforcement or breach will be venued in a state or federal court situated within the State of Minnesota. Subscriber hereby irrevocably consents and submits itself to the personal jurisdiction of said courts for that purpose. 24. INTEGRATION. This Subscriber Amendment contains all negotiations and agreements between the parties. No other understanding regarding this Subscriber Amendment, whether written or oral, may be used to bind either party, provided that all terms and conditions of the CJDN Subscriber Agreement and all previous amendments remain in full force and effect except as supplemented or modified by this Subscriber Amendment. 29 IN WITNESS WHEREOF, the Parties have, by their duly authorized officers, executed this Subscriber Amendment in duplicate, intending to be bound thereby. 1. STATE ENCUMBRANCE VERIFICATION Individual certifies that funds have been encumbered as required by Minn. Stat. §§ 16A.15 and 16C.05. Name: _______________________________________ (PRINTED) Signed: _______________________________________ Date: ________________________________________ SWIFT Contract No. ___________________________ 2. SUBSCRIBER (AGENCY) Subscriber must attach written verification of authority to sign on behalf of and bind the entity, such as an opinion of counsel or resolution. Name: John Ohl Signed: _______________________________________ Title: Police Chief (with delegated authority) Date: ________________________________________ Name: Mark Casey Signed: _______________________________________ Title: City Manager (with delegated authority) Date: ________________________________________ 3. DEPARTMENT OF PUBLIC SAFETY, BUREAU OF CRIMINAL APPREHENSION Name: ____________________________________________ (PRINTED) Signed: ___________________________________________ Title: _____________________________________________ (with delegated authority) Date: _____________________________________________ 4. COMMISSIONER OF ADMINISTRATION delegated to Materials Management Division By: ______________________________________________ Date: _____________________________________________ 5. COURTS Authority granted to Bureau of Criminal Apprehension Name: ____________________________________________ (PRINTED) Signed: ___________________________________________ Title: _____________________________________________ (with authorized authority) Date: _____________________________________________ 30 CITY OF ST. ANTHONY VILLAGE STATE OF MINNESOTA RESOLUTION 15-065 RESOLUTION APPROVING STATE OF MINNESOTA JOINT POWERS AGREEMENT WITH THE CITY OF ST. ANTHONY FOR THE USE OF SYSTEMS AND TOOLS AVAILABLE OVER THE STATE’S CRIMINAL JUSTICE DATA COMUUNICATIONS NETWORK; AND SUBSCRIBER AMENDMENT WHEREAS, the City of St. Anthony on behalf of its Prosecuting Attorney and Police Department desires to enter into Joint Powers Agreements with the State of Minnesota, Department of Public Safety, Bureau of Criminal Apprehension to use systems and tools available over the State’s criminal justice data communications network for which the City is eligible. The Joint Powers Agreements further provide the City with the ability to add, modify and delete connectivity, systems and tools over the five year life of the agreement and obligates the City to pay the costs for the network connection. NOW, THEREFORE, BE IT RESOLVED by the City Council of St. Anthony, Minnesota as follows: 1. That the State of Minnesota Joint Powers Agreements by and between the State of Minnesota acting through its Department of Public Safety, Bureau of Criminal Apprehension and the City of St. Anthony on behalf of its Prosecuting Attorney and Police Department, are hereby approved. Copies of the two Joint Powers Agreements are attached to this Resolution and made a part of it. 2. That the Police Chief, John Ohl, or his or her successor, is designated the Authorized Representative for the Police Department. The Authorized Representative is also authorized to sign any subsequent amendment or agreement that may be required by the State of Minnesota to maintain the City’s connection to the systems and tools offered by the State. To assist the Authorized Representative with the administration of the agreement, Mark Casey or City Manager is appointed as the Authorized Representative’s designee. 3. That the City Attorney, Steve Carlson, or his or her successor, is designated the Authorized Representative for the Prosecuting Attorney. The Authorized Representative is also authorized to sign any subsequent amendment or agreement that may be required by the State of Minnesota to maintain the City’s connection to the systems and tools offered by the State. To assist the Authorized Representative with the administration of the agreement, Mark Casey or City Manager is appointed as the Authorized Representative’s designee. 4. That Jerome O. Faust, the Mayor for the City of St. Anthony, and Mark Casey, the City Manager, are authorized to sign the State of Minnesota Joint Powers Agreements. 31 Adopted this 10th day of November, 2015. _________________________________________ Jerome O. Faust, Mayor ATTEST:____________________________ Nicole Miller, City Clerk Review for Administration: _________________________________________ Mark Casey, City Manager 32 STAFF MEMO CenturyLink Cable Franchise INTRODUCTION The City is one of nine member cities of the North Suburban Communications Commission (the “NSCC”). Following the submission of an application for a cable television franchise for each member city of the NSCC, the above-entitled matter initially came before the NSCC for a public hearing on Thursday, March 5, 2015, at the NSCC’s Office in Roseville. The public hearing was held open through Friday, March 13, 2015, for the purpose of allowing additional written public comments. Following the public hearing, the NSCC’s Executive Director prepared a detailed report entitled “Staff Report on CenturyLink Cable Franchise Application” (the “Staff Report”). The NSCC received and filed the Staff Report and directed NSCC staff to negotiate a cable television franchise with CenturyLink. NSCC staff negotiated a cable television franchise with CenturyLink and presented it to the NSCC on October 7, 2015. The NSCC adopted a Findings of Fact and Recommendation on October 7, 2015, which recommended approval of the negotiated cable television franchise with CenturyLink by each member city. The CenturyLink Cable Television Franchise is now before the City Council for consideration. DISCUSSION Supporting information On February 20, 2015, the NSCC received a cable franchise application covering each member city from CenturyLink. Comcast Cable currently has a non-exclusive franchise agreement with the City, which means the City Council may grant additional franchises to provide cable service in the City. A public hearing on the application was held on March 5, 2015, and additional written comments from the public were accepted through March 13, 2015. Following the public hearing, staff prepared a Staff Report (“Report”), which recommended that the NSCC receive and file the Report and direct staff to negotiate a cable franchise with CenturyLink, consistent with the Report. On April 10, 2015, the NSCC adopted the recommendation. This action did not approve a franchise. The NSCC’s outside attorney, Mike Bradley, Bradley Hagen & Gullikson, LLC, in consultation with NSCC Executive Director, Coralie Wilson, engaged in cable franchise negotiations with CenturyLink. The attached cable franchise is the product of those negotiations. In reviewing the CenturyLink cable franchise, there are two primary issues to consider. The first is whether federal law preempts Minnesota’s 5-Year Build Statute. Minnesota Statues Section 238.084, subdivision 1(m) requires all initial franchises to have a provision that requires a cable operator build out its cable system at a rate of 50 plant miles per ye ar and that its cable system be substantially complete within 5 years. As the Report indicated, CenturyLink claims that this 5-Year Build Statute is an unlawful barrier to entry and is preempted by federal law and an FCC 33 2 decision referred to as the 621 Order. The Report also indicated that there is no case law in Minnesota directly addressing preemption of the 5-Year Build Statute. The Report concluded that CenturyLink has a good faith basis on its preemption claim and is willing to indemnify the NSCC and its Member Cities related to any litigation surrounding the grant of a franchise to CenturyLink. CenturyLink refused to incorporate the language of the 5-Year Build Statute in the proposed franchise, based on its preemption argument. As described below, the proposed CenturyLink franchise ordinance has provisions for a reasonable build-out of the City. The proposed franchise ordinance also has provision for defense and indemnification of the NSCC and the City regarding this issue. The next issue is whether the CenturyLink franchise contains a reasonable build-out schedule. The franchise ordinance recognizes that CenturyLink has already constructed a legacy communications system throughout the City, which is capable of providing telephone and internet service. The build-out provisions in the franchise are related to upgrades of the legacy system to make it capable of providing cable service to all area residents. The proposed CenturyLink Franchise addresses build-out as follows:  Complete Equitable Build-Out. Goal is to build-out the entire City over 5-year term, based on market success, with a significant investment targeted to areas below the median income in the City.  Initial Minimum Build-Out Commitment. 15% of the city over two years. o CenturyLink must make its best effort to complete the initial deployment in a shorter period of time. o Equitable Deployment to households in the City. o Must include a significant number of households below the medium income of the City. o CenturyLink permitted to serve more households than the initial commitment.  Quarterly Meetings. Starting January 1, 2016, CenturyLink must meet with the City [and/or City designee at NSCC] and show to the City’s satisfaction: o Number of households capable of being served and actually se rved. o Compliance with anti-redlining requirements. o Maps and documentation “showing exactly where within the City the Grantee is currently providing cable service.”  Additional Build-Out Based on Market Success. Starting January 1, 2016, the CenturyLink build-out commitment will increase if its penetration rate is at least 27.5% in the areas that it is offering service. o Example: If CenturyLink is offering service to 60% of a City and CenturyLink has penetration of 30% in that area, then the build -out commitment will increase by 15%, to cover 75% of the City. o Additional build-out commitment continues until all households are served.  Line Extension. No initial mandatory line extension, unless CenturyLink becomes 34 3 the dominate cable provider. Then the City decides CenturyLink’s build-out schedule, including a density requirement that is the same or similar to Comcast’s density requirement. The City may consider whether the Initial Minimum Build-Out Commitment of 15% of each member city over two years is reasonable. CenturyLink claimed in its application that it initially would be providing service to a greater portion of the City. During negotiations however, CenturyLink was concerned about having too high a commitment in the franchise ordinance and that cities in Minnesota and elsewhere would use a greater commitment as a new standard. CenturyLink refused to increase the Initial Minimum Build -Out Commitment above 15%. However, the provisions related to Quarterly Meetings and Additional Build -Out Based on Market Success are designed to quicken and increase CenturyLink’s initial Build -Out Commitment. The franchise also has provisions requiring that residents of each member city be included in an equitable initial build commitment and that a significant numb er of households below the medium income of the city also be included in the initial build -out. CenturyLink must also use its best efforts to complete its initial build faster than two years. Another issue related to the reasonable build-out is whether the penetration rate triggering additional build-out is reasonable. CenturyLink claims that it needs a penetration rate of 27.5% in order to commit to an additional mandatory build in the City. This penetration number is based on internal CenturyLink return on investment models. Given Comcast’s penetration rate in the City is around 40-50%, a penetration rate of 27.5% may be difficult to obtain and, therefore, it is possible that CenturyLink may not be required to build -out more than its initial commitment. Economic redlining or “cherry picking” was identified as a concern through the public hearing process. As the Report noted, cherry picking is prohibited by the Federal Cable Act. See 47 U.S.C. § 541(a)(3). The proposed CenturyLink franchise prohibits cherry picking, identical to the Comcast franchise. To ensure compliance, CenturyLink has an additional $500 per day penalty/liquidated damage for violating the build-out and economic redlining provisions of the Franchise. The Report also described the State’s level playing field statute, which requires competitive cable franchises not to be more favorable or less burdensome than an incumbent ’s franchise as it relates to franchise fees, support of public, educational, and governmental access televisi on and the area served. CenturyLink is required to pay a franchise fee of 5% of its Gross Revenues (Identical to Comcast Franchise). The Franchise Area is the entire city (Identical to Comcast Franchise). The Public, Educational, and Governmental (“PEG”) Access Requirements of the CenturyLink franchise meet, and in places exceed, Comcast’s franchise commitments. The CenturyLink PEG commitments are summarized as follows:  Number of Access Channels. CenturyLink will provide 16 Access Channels (greater overall number of Access Channels than Comcast). 35 4  Format of Access Channels. CenturyLink will provide all 16 Access Channels in HD if the Commission sends them in HD format (Comcast will provide one Access Channels in HD over time).  Electronic Programming Guide. CenturyLink will have similar requirement as Comcast.  Channel Placement. CenturyLink will make all Access Channels accessible at Channel 15 through the “North Suburban Mosaic.” The Access Channels will be physically located in the 8000s. (Comcast has no mosaic and is required to have the HD Access Channel located near the broadcast channels).  Public Service Announcements. CenturyLink will allow the Commission to air PSA’s on non-Access channels during periods of unsold/unused airtime (Exceeds Comcast’s commitment).  Video On-Demand. CenturyLink will provide 25 hours of VOD per member city (Exceeds Comcast’s PEG commitment).  PEG Support. CenturyLink will pay a PEG Fee in support of the Access Channels of $4.15 (This fee is equal to the fee that Comcast currently passes through to its subscribers in the City). Overall, the CenturyLink cable franchise is substantially similar to the Comcast cable franchise in most respects. The following highlights the differences between the two cable franchises:  Term. CenturyLink’s Franchise term is 5 years. Comcast’s term is 15+ years.  Indemnification of the City/NSCC. CenturyLink has an additional indemnification commitment that Comcast does not have.  Access Channel Commitments. CenturyLink may provide more channels in HD than Comcast. CenturyLink is providing VOD programming, while Comcast is not providing any. PEG support may be used for capital and operational support under the CenturyLink franchise.  Twin Cities Metro PEG Interconnect Network. CenturyLink will provide a network to allow cities throughout the metro area to share live programming with one another. We believe this will be the only such network in the country.  Penalties/Liquidated Damages. CenturyLink franchise has additional damages for violating the Build-Out and Economic Redlining provisions of the franchise that is not in the Comcast franchise.  Build-Out. CenturyLink Franchise has a reasonable build-out commitment based on market success. Comcast does not have a build-out provision, as it built-out the member cities many years ago. 36 5  Line Extension. The CenturyLink franchise does not have an immediate line extension requirement. The Commission will determine a line extension obligation similar to Comcast’s line extension if CenturyLink obtains a 50% penetration level in the city. Comcast has a line extension requirement. Since a cable franchise is granted by ordinance, the City must hold a public hearing on the cable franchise ordinance. At a following meeting, the City should take action to approve or deny the proposed franchise ordinance and direct staff to draft findings consistent with its decision. RECOMMENDATION That the City (1) Hold a public hearing on the CenturyLink Cable Franchise Ordinance; (2) at a following Council Meeting, take action on the CenturyLink Cable Franchise Ordinance; and (3) adopt written findings of fact to support the action taken. 37 THIS PAGE LEFT INTENTIONALLY BLANK 38 (To appear on CenturyLink letterhead) October ___, 2015 Mr. Michael R. Bradley Bradley Hagen & Gullikson, LLC 1976 Wooddale Drive, Suite 3A Woodbury, MN 55125 Re: Voluntary Commitments Dear Mr. Bradley: The purpose of this Letter is to set forth voluntary commitments by Qwest Broadband Services, Inc. d/b/a CenturyLink (“QBSI”) to the North Suburban Communications Commission (the “Commission”) and its Member Cities (the “Member Cities”) that are in addition to the obligations contained in the Franchise Agreement, to be adopted by each Member City and executed by QBSI (hereinafter the “Franchise”). The items set forth below have been negotiated in good faith and mutually agreed to by the parties. QBSI agrees that at no time shall it b e permitted to in any way offset from franchise fee payments owed the City or pass through as a separate line item on Subscriber bills any costs associated with the voluntary commitments set forth within. 1. Complimentary Prism Cable Service. This letter will confirm that any City/Member City/Commission will not need to purchase separate internet service or any equipment in order to receive complimentary cable service from QBSI as set forth in the Franchise. The City will be allowed to choose any QBSI converter equipment for its complimentary equipment. 2. Simulcasting PEG Channels. This letter will confirm that QBSI may simulcast the City/Member City’s PEG channels in high definition (HD) and standard definition (SD). QBSI may simulcast the PEG channels in other formats provided from the City/Member City to QBSI. Simulcasting does not change the number of PEG channels being provided under each Franchise. For example, if the City is provided nine (9) PEG channels in the Franchise, QBSI may simulcast each of the 9 PEG channels in HD, and SD. 3. Cost Reimbursement. To the extent the Commission’s expenses exceeded the franchise application fee, QBSI will fully reimburse the City for all of its reasonable costs and expenses within 60 days of granting the Franchise. 4. Twin Cities Metro PEG Interconnect. The Commission and each Member City shall have the right to fully participate in the Twin Cities Metro PEG Interconnect, which will allow participants to share (send and receive) live PEG programming with one another provided the other City has agreed with QBSI to share its PEG programming. 39 Mr. Michael R. Bradley October ____, 2015 Page 2 of 2 5. Complimentary broadband service to a City facility location. Within 90 days of executing the Franchise, QBSI shall make available complimentary commercial grade Wi-Fi enabled internet service and associated equipment at the highest speed available by Grantee to one public location (such as a community center) within each Member City. The Member City and/or the Commission shall determine the location in consultation with QBSI. QBSI shall have the option of co-branding the free public Wi-Fi with the City at said location. The Wi-Fi equipment shall be capable of providing Wi-Fi to the the primary community meeting area of the Member City location. The service level quality shall be as provided to commercial customers and this commitment shall remain in place throughout the term of the Franchise. The parties understand that voluntary commitments listed above supplement other obligations contained in the Franchise. Enforcement of the terms of this Letter of Agreement shall be consistent with the enforcement procedures set forth in the Franchise. CenturyLink stipulates that a violation of these terms by CenturyLink may be considered by the City as a violation of the Franchise and shall subject CenturyLink to all remedies available to the City under the Franchise and pursuant to applicable law. Acknowledged and agreed to this ___ day of October, 2015. Qwest Broadband Services, Inc. By: Its: 40 CITY OF ST. ANTHONY, MINNESOTA In Re: CenturyLink Cable Franchise FINDINGS OF FACT Application The City is one of nine member cities of the North Suburban Communications Commission (the “NSCC”). Following the submission of an application for a cable television franchise for each member city of the NSCC, the above-entitled matter initially came before the NSCC for a public hearing on Thursday, March 5, 2015, at the NSCC’s Office located at 2670 Arthur Street, Roseville, MN 55113. Said public hearing was held open through Friday, March 13, 2015, for the purpose of allowing additional written public comments. Following the public hearing, the NSCC’s Executive Director prepared a detailed report entitled “Staff Report on CenturyLink Cable Franchise Application” (the “Staff Report”). The NSCC received and filed the Staff Report and directed NSCC staff to a negotiate cable television franchise with CenturyLink. The City, in furtherance of its obligations as a steward on behalf of consumers in the City, desires to promote competition in the delivery of cable services and to encourage the deployment of state-of-the-art broadband networks in the hope that true and effective competition between cable service providers will increase the availability and quality of cable services, spur the development of new technologies, improve customer service, minimize rate increases and generally benefit consumers of the City. The City also recognizes that any facilities based, second cable entrant is in a different position than the incumbent cable provider because the second entrant faces a significant, up front capital investment prior to having the opportunity to compete for its first customer. It is beneficial to attract and retain second entrants because of the investment made in the community 41 2 and the creation of new jobs, as well as the benefits to consumers by having a cable service competitor in the City. Adoption of this Franchise is, in the judgment of the City Council, in the best interests of the City and its residents. Having held a public hearing on the cable franchise application (via the NSCC) and having reviewed the negotiated cable franchise with CenturyLink, the City now makes the following findings: FINDINGS OF FACT 1. The City has the authority to grant cable television franchises to cable service providers, pursuant to applicable law. See Minn. Stat. § 238.08, Subd. 1(a); and Cable Office Report, § 4. 2. In January, 2015, the NSCC published a Notice of Intent to Franchise in a newspaper of general circulation of the City. See Staff Report, § 1. 3. CenturyLink submitted a cable franchise application (the “Application”) on February 20, 2015. See Staff Report, § 1. 4. The NSCC held a public hearing on the Application on March 5, 2015, and left the public hearing open until March 13, 2015, for the purpose of receiving additional written comments from the public. See Staff Report, Executive Summary and § 1. 5. Following the public hearing, the NSCC’s Executive Director prepared a “Staff Report on CenturyLink Cable Franchise Application” (the “Staff Report) dated April 9, 2015. The Staff Report is incorporated herein by Reference. 42 3 6. The Staff Report was received and filed by the NSCC on or about April 10, 2015, and the NSCC directed NSCC staff to negotiate a cable television franchise with CenturyLink. 7. NSCC staff negotiated a cable television franchise with CenturyLink and presented it to the NSCC on October 7, 2015. 8. The NSCC adopted a Findings of Fact and Recommendation on October 7, 2015, which recommended approval of the negotiated cable television franchise with CenturyLink by each member city. 9. The City held a public hearing on the CenturyLink Cable Television Franchise Ordinance on November 10, 2015. 10. The impact of competition and the challenges to a new cable operator, like CenturyLink, are identified in the Staff Report. See Staff Report, § 2. 11. The applicable federal, state and local legal cable franchising requirements, including the application requirements, are identified in the Staff Report. See Staff Report, §§ 5 - 8. 12. The Staff Report identified the issues raised by the public, including the incumbent franchised cable operator, Comcast. See Staff Report, § 9. 13. The NSCC has substantially complied with the state and local cable franchise application requirements identified in the Staff Report. 14. CenturyLink’s application substantially complied with state and local cable franchise application requirements identified in the Staff Report. 15. In the cable television franchise, CenturyLink agrees it has constructed a legacy communications system throughout the City that is capable of providing 43 4 telephone and internet services. CenturyLink represents that it desires to upgrade its existing legacy communications system and to install certain new facilities and equipment in the City and intends to operate a cable communications system in the City. See Staff Report, Exhibits 2 and 3. 16. CenturyLink further represents that upon completion of its cable service headend, it will be capable of providing cable communications service to a portion of the City over its existing facilities, but currently has no market penetration in the cable communications service market in the City. See Staff Report, Exhibits 2 and 3. 17. The NSCC reviewed CenturyLink’s franchise application, published a notice of intent to franchise and held a public hearing all in compliance with applicable law. See Staff Report, § 1. 18. Comcast of Minnesota, Inc. (“Comcast”), currently holds a non-exclusive franchise with the City, and, Comcast, through its predecessors in interest, has continuously held a franchise with the City since 1983. See Staff Report, § 3 19. CenturyLink will be the first facilities based franchised cable operator to compete against the incumbent provider in the City since the initial cable television franchise was granted in 1983. See Staff Report, § 3. 20. Section 621(a)(1) of the Cable Television Consumer Protection and Competition Act of 1992 was amended to provide that “. . .a franchising authority may not unreasonably refuse to award an additional competitive franchise.” In support of its mandate, the Conference Report noted that “[W]ithout the presence of another multichannel video programming distributor, a cable system faces no local 44 5 competition. The result is undue market power for the cable operator as compared to that of consumers . . . .” See H.R. Conf. Rep. No. 102-862, at 1231 (1992); and 621 Order at ¶ 8. 21. In the Matter of Section 621(a)(1) of the Cable Communications Policy Act of 1984 as amended by the Cable Television Consumer Protection and Competition Act of 1992, Report and Order and Further Notice of Proposed Rulemaking, MB Docket No. 05-311 (Rel. March 5, 2007) (the “621 Order”), the FCC determined, based on Section 621(a)(1), that it is unlawful for a local franchising authority to refuse to grant a competitive franchise on the basis of unreasonable build-out mandates and that such mandates “can have the effect of granting de facto exclusive franchises, in direct contravention of Section 621(a)(1)’s prohibition of exclusive cable franchises.” See 621 Order, at ¶ 40; see also, Staff Report, § 7(E). 22. According to the FCC, “[b]ecause a second provider realistically cannot count on acquiring a share of the market similar to the incumbent’s share, the second entrant cannot justify a large initial deployment. Rather a new entrant must begin offering service within a smaller area to determine whether it can reasonably ensure a return on its investment before expanding.” See Staff Report, § 7(D). 23. In the 621 Order, the FCC found that “new cable competition reduced rates far more than competition from DBS [Direct Broadcast Satellite]. Specifically, the presence of a second cable operator in a market results in rates approximately 15 percent lower than in areas without competition.” See also, Staff Report, § 2. 45 6 24. The FCC also found that “competition for delivery of bundled services will benefit consumers by driving down prices and improving the quality of service offerings.” See Staff Report, § 2. 25. The FCC has concluded in the 621 Order that “broadband deployment and video entry are ‘inextricably linked’ and that broadband deployment is not profitable without the ability to compete with the bundled services that cable companies provide.” See 621 Order at ¶ 51; see also, Staff Report, §§ 2 and 7. 26. The City must, pursuant to the Federal Cable Act, “allow the applicant’s cable system a reasonable period of time to become capable of providing service to all households in the franchise area.” See Staff Report, § 7(A). 27. Minnesota Statutes, Chapter 238, among other things, requires a level playing field with the incumbent relating to area served (Minn. Stat. § 238.08, Subd. 1(b)) and a mandatory build out requirement within five years in initial cable franchises (Minn. Stat. § 238.084 Subd. 1(m)(3)). See Staff Report, § 8(A)-(B), and 11(c). CenturyLink has demonstrated a good faith basis for its position that applicable federal law preempts these provisions of Chapter 238 because they constitute an unreasonable barrier to entry. See Staff Report, § 11(c), and Exhibit 3 at ¶¶ 19- 23. 28. CenturyLink claims the fact that these two provisions of the Minnesota Statutes constitute an unreasonable barrier to entry in the City is evidenced in part by the fact that there has been no facilities-based competitor since the initial cable communications franchise was granted. See Staff Report, Exhibit 3 at ¶¶ 19-23. CenturyLink has agreed to fully defend, indemnify and hold the City and the 46 7 NSCC harmless in the event this cable television franchise agreement is legally challenged. See Staff Report, § 11(c). 29. The cable television franchise ordinance is substantially similar to the Comcast cable television franchise, but also addresses a reasonable build-out of the City, and economic redlining. 30. The reasonable build-out provisions in the cable television franchise satisfy the state franchise requirement of requiring the cable system to be substantially complete within five (5) years and the federal franchise requirement of allowing a new cable service provider a reasonable period of time to become capable of providing cable service to all households in the franchise area. See Minn. Stat. § 238.084, Subd. 1(m); 47 U.S.C. § 541(a)(4)(A); and Staff Report, §§ 7(A), 7(D)- 7(E), 8(B), and 11(c). 31. The 5-year cable television franchise requires CenturyLink to initially construct its system to serve fifteen percent (15%) of the City over 2 years. CenturyLink is required to make its best efforts to complete its initial deployment in less than 2 years and is required to equitably serve households throughout the City, including a significant number of households below the minimum income of the City. Quarterly meetings will allow the City and the NSCC to monitor CenturyLink’s progress and compliance with the cable franchise and, if CenturyLink has market success, the cable television franchise has provisions to accelerate the construction of the cable communications system with the goal being complete coverage of the City by the end of the franchise term. 47 8 32. The state’s cable franchising level playing field statute is satisfied because the cable television franchise requires (1) CenturyLink to pay the same franchise fee as Comcast; (2) the same area of coverage as Comcast; and (3) similar, and in some instances greater, public educational and governmental access requirements. See Minn. Stat. § 238.08, subd. 1(b); Staff Report, §§ 7(G), 8(A), and 11(d). 33. CenturyLink submitted an application that included a design for a state-of-the-art cable system that is capable or reliably providing a panoply of cable services to subscribers as required by the NSCC’s Competitive Franchising Policies and Procedures. See Staff Report, § 10(3)(b). 34. The City has considered the financial, technical, and legal qualifications of CenturyLink. See, e.g., Staff Report, § 10(3). 35. CenturyLink has the financial, technical, and legal qualifications to operate a cable communication system in the City. 36. A CenturyLink cable television franchise will provide a meaningful, distinct alternative to existing multichannel video programming distributors (including existing cable, direct broadcast satellite and other companies), will result in greater consumer choice, is in the public interest for economic development in the City. See Staff Report, Exhibits 2 and 3. CenturyLink has also promised to provide additional enhancements to PEG offerings to the City. For example, it has agreed in the franchise to provide every PEG channel in HD and to allow the City to share live programming with other cities in the Twin Cities by providing a Twin Cities Metro PEG Interconnect Network. 48 9 37. Consumers and residents of the City will also benefit from CenturyLink’s competitive presence because it will drive broader deployment of higher broadband speeds. See Staff Report, Exhibits 2 and 3 38. CenturyLink has agreed to an initial deployment area, and it will serve additional areas based upon its market success, as defined in the franchise agreement, which the FCC has deemed to be a reasonable deployment model. See Staff Report, § 7(E)(b). 39. The City and its citizens will benefit from facilities based competition in the cable television market. See Staff Report, § 2. 40. All prior actions of the NSCC related to the CenturyLink Cable Franchise Application are hereby ratified and approved. Therefore, based on the foregoing, the City Council has determined that it is in the best interests of the City and its residents to enter in to a cable television franchise ordinance/agreement with CenturyLink, in the form negotiated by the NSCC and that these Findings be incorporated therewith. 49 THIS PAGE LEFT INTENTIONALLY BLANK 50 CenturyLink Franchise Michael R. Bradley Bradley Hagen & Gullikson, LLC www.BradleyLawMN.com October/November, 2015 CenturyLink Franchise Process Notice of Intent to Franchise CenturyLink Cable Franchise Application Public Hearing Staff Report NSCC Receives and Files Report and Authorizes Staff to Negotiate Cable Franchise with CenturyLink •Consistent with Staff Report 51 CenturyLink Franchise Process Cable Franchise Considerations •Reasonable Build-Out of Each Member City •Prohibiting Cherry Picking •Level Playing Field •Franchise Fees •PEG Requirements •Area Served •Comcast Franchise Significant Issues Federal Preemption of Minnesota’s 5-Year Build Statute •Good Faith Basis •Indemnification Reasonable Build-Out of Each Member City •Required by the Federal Cable Act 52 Reasonable Build-Out of the City Complete Equitable Build-Out •Goal is to Build-Out each entire Member City over 5-year term •Based on market success •Significant investment targeted to areas below the median income in each Member City. Reasonable Build-Out Initial Minimum Build-Out Commitment 15% of Each Member City over 2 years. •CenturyLink must make its best effort to complete the initial deployment in a shorter period of time. •Equitable deployment to households in each Member City. •Must include a significant number of households below the medium income of each Member City. •CenturyLink permitted to serve more households. 53 Reasonable Build-Out Quarterly Meetings •Starting January 1, 2016, CenturyLink must meet with Cable Officer and show to the City’s satisfaction: •Number of households capable of being served and actually served. •Compliance with anti-redlining requirements. •Maps and documentation “showing exactly where within the City the Grantee is currently providing cable service.” Reasonable Build-Out Additional Build-Out Based on Market Success. •Starting January 1, 2016, CenturyLink Build-Out Commitment will increase if its penetration rate is at least 27.5% in the areas that it is offering service. •Example: If offering service to 60% of the City and CenturyLink has penetration of 30% in that area, then the Build-Out commitment will increase 15% to 75% of the City. •Additional Build-Out commitment continues until all households are served. 54 Reasonable Build-Out Line Extension •No initial mandatory line extension, unless CenturyLink becomes the dominant cable provider. •The City will determine a line extension obligation similar to Comcast’s line extension if CenturyLink obtains a 50% penetration level in the City. Economic Redlining or “Cherry Picking” Prohibited Cherry Picking is prohibited by the Federal Cable Act. See 47 U.S.C. § 541(a)(3). Franchise prohibits Cherry Picking. CenturyLink has additional $500 per day penalty/liquidated damage for violating Build-Out and Economic Redlining provisions. 55 Level Playing Field Franchise Fees •CenturyLink required to pay a franchise fee of 5% of its Gross Revenues. •Identical to Comcast Franchise/Settlement Agreement. Area Served •The Franchise Area is the entire City. •Comparable to Comcast Franchise. Level Playing Field PEG Access Requirements •Number of Access Channels. CenturyLink will provide 16 Access Channels. •Greater actual number of Access Channels than Comcast. •Format of Access Channels. CenturyLink will provide all 16 Access Channels in HD if the City sends them in HD format. •Comcast will provide One Access Channel in HD. •Electronic Programming Guide. CenturyLink will provide EPG capability. •Similar to Comcast. •Channel Placement. CenturyLink will make all Access Channels accessible at Channel 15 through the “North Suburban Mosaic.” The Access Channels will be physically located in the 8000s. •Comcast has no mosaic and is required to have all the HD Access Channels located near the broadcast channels. 56 Level Playing Field PEG Access Requirements •Public Service Announcements. CenturyLink will allow the City to air PSA on non-Access channels during periods of unsold/unused air time. •Comcast does not provide. •Video On-Demand. CenturyLink will provide 25 hours of VOD per Member City for a total of 225 VOD hours. •Comcast does not provide. •PEG Support. CenturyLink will pay a PEG Fee in support of the Access Channels of $4.15. •Equal to amount of Comcast pass-through. Twin Cities Metro PEG Interconnect CenturyLink will construct an Interconnection Network. Network will allow PEG Centers throughout the Twin Cities to share live programming. •E.g. Local Sports programming Other Cities Must Have Agreement with CenturyLink to Access to Network •Minneapolis and Blaine areas are included. Unique to the Twin Cities 57 Complimentary Broadband CenturyLink will provide complimentary broadband to one location within each Member City •Preferably a Community Center Each City has Choice of Location •In consultation with CenturyLink Commercial Grade Internet Wi-Fi Enabled •Equipment provided by CenturyLink Highest Available Speed at Designated Location •Possibly 1 GIG Comparison to Comcast Franchise Substantially Similar. CenturyLink Franchise and Comcast Franchise are identical in most respects. Term. CenturyLink’s Franchise term is 5 years. Comcast’s term was 15 + Extensions. Customer Service. Similar to Comcast Franchise. Indemnification of the City. CenturyLink has an additional indemnification commitment that Comcast does not have. 58 Comparison to Comcast Franchise Access Channel Commitments. •Will provide all PEG Channels in HD •Provided NSCC sends it in HD •CenturyLink will Provide 225 hours of VOD programming, Comcast will not. •PEG support may be used for capital and operational support under the CenturyLink Franchise Cable Service to Public Buildings. •CenturyLink will provide service and equipment to all government buildings. •Basic and Expanded Basic – Prism Essentials •If within service territory •Includes all City Halls Comparison to Comcast Franchise Penalties/Liquidated Damages. •Additional damages for violating the Build-Out and Economic Redlining provisions of the Franchise •Not in the Comcast Franchise. Build-Out. •CenturyLink Franchise has a reasonable build-out commitment based on market success. •Comcast does not have a build-out provision, •It built-out the City many years ago. 59 Comparison to Comcast Franchise Line Extension. •No immediate line extension requirement. •The City will determine a line extension obligation similar to Comcast’s line extension if CenturyLink obtains a 50% penetration level in the City. •Comcast does have a line extension requirement. Twin Cities PEG Interconnect. •Unique to Twin Cities Market •Allows program sharing throughout the Twin Cities •Other Cities must reach agreement with CTL Complimentary Broadband Next Steps Hold Public Hearing on Cable Franchise Ordinance Act on Cable Franchise Ordinance •Adopt written Findings of Fact •Proposed Findings of Fact in Packet 60 NOTICE OF A PUBLIC HEARING The North Suburban Communications Commission (the “Commission”), on behalf of the City of St. Anthony, Minnesota (the “City”), has reviewed a cable television franchise application from CenturyLink to provide cable communications service in the City. The Commission has negotiated and recommended for approval a cable television franchise to the City. The City, as part of the cable television franchise process, will open a public hearing on November 10, 2015. The public hearing will commence at 7:00 p.m., or as soon thereafter as individuals and/or organizations, including CenturyLink, may be heard, at the City Hall Council Chambers, located at 3301 Silver Lake Road. For directions to the City Council Chambers or any questions regarding the public hearing, the public may contact Nicole Miller, City Clerk at 612-782-3313 or Coralie A. Wilson, the Commission’s Executive Director, at 651- 792-7512 or cwilson@ctv15.org. The purpose of the public hearing is to permit interested persons and organizations to the opportunity to comment and a reasonable opportunity to be heard on the recommended cable television franchise for CenturyLink. A copy of the recommended cable television franchise can be obtained from the City Clerk or from the Commission’s Executive Director. Nicole Miller City Clerk Publication: St. Anthony Bulletin October 28, 2015 61 THIS PAGE LEFT INTENTIONALLY BLANK 62 ORDINANCE NO. 2015-06 CITY OF ST. ANTHONY CABLE TELEVISION FRANCHISE ORDINANCE Date: November 10, 2015 Prepared by: Michael R. Bradley Bradley Hagen & Gullikson, LLC 1976 Wooddale Drive, Suite 3A Woodbury, MN 55125 Telephone: (651) 379-0900 E-Mail:mike@bradleylawmn.com 63 Table of Contents STATEMENT OF INTENT AND PURPOSE ............................................................................... 1 SECTION 1. SHORT TITLE AND DEFINITIONS ..................................................................... 1 1. Short Title ............................................................................................................................... 1 2. Definitions............................................................................................................................... 1 SECTION 2. GRANT OF AUTHORITY AND GENERAL PROVISIONS................................ 5 1. Grant of Franchise................................................................................................................... 5 2. Grant of Nonexclusive Authority............................................................................................ 7 3. Lease or Assignment Prohibited ............................................................................................. 7 4. Franchise Term ....................................................................................................................... 7 5. Compliance with Applicable Laws, Resolutions and Ordinances .......................................... 7 6. Rules of Grantee ..................................................................................................................... 8 7. Territorial Area Involved ........................................................................................................ 9 8. Written Notice ....................................................................................................................... 10 SECTION 3. CONSTRUCTION STANDARDS ........................................................................ 11 1. Registration, Permits and Construction Codes .................................................................. 11 2. Repair of Rights-of-Way and Property .............................................................................. 11 3. Conditions on Right-of-Way Use ...................................................................................... 12 4. Undergrounding of Cable .................................................................................................. 12 5. Installation of Facilities...................................................................................................... 13 6. Safety Requirements .......................................................................................................... 13 SECTION 4. DESIGN PROVISIONS ........................................................................................ 13 1. System Design. .................................................................................................................. 13 2. Interruption of Service ....................................................................................................... 13 3. Technical Standards ........................................................................................................... 14 4. Special Testing ................................................................................................................... 14 5. Drop Testing and Replacement .......................................................................................... 14 6. FCC Reports....................................................................................................................... 14 7. Interconnection .................................................................................................................. 14 8. Nonvoice Return Capability .............................................................................................. 15 9. Lockout Device .................................................................................................................. 15 SECTION 5. SERVICE PROVISIONS ..................................................................................... 15 1. Regulation of Service Rates .................................................................................................. 15 2. Sales Procedures ................................................................................................................... 15 64 3. Subscriber Inquiry and Complaint Procedures ..................................................................... 15 4. Subscriber Contracts ............................................................................................................. 16 5. Refund Policy........................................................................................................................ 16 6. Late Fees ............................................................................................................................... 16 7. Office Policy ......................................................................................................................... 17 SECTION 6. ACCESS CHANNEL(S) PROVISIONS ............................................................... 17 1. Public, Educational and Government Access ....................................................................... 17 2. Charges for Use..................................................................................................................... 20 3. Access Rules ......................................................................................................................... 20 4. Access Support...................................................................................................................... 20 5. Regional Channel 6 ............................................................................................................... 20 6. State and Federal Law compliance ....................................................................................... 20 7. Future PEG Funding Obligations.......................................................................................... 20 8. Additional Payments ............................................................................................................. 21 SECTION 7. SERVICES TO CITY ............................................................................................ 21 1. Twin Cities Metro PEG Interconnect Network ................................................................. 21 2. Cable Service to Public Buildings ..................................................................................... 21 SECTION 8. OPERATION AND ADMINISTRATION PROVISIONS ................................... 22 1. Administration of Franchise ................................................................................................. 22 2. Delegated Authority .............................................................................................................. 22 3. Franchise Fee ........................................................................................................................ 22 4. Access to Records ................................................................................................................. 24 5. Reports and Maps ................................................................................................................. 24 6. Periodic Evaluation ............................................................................................................... 24 SECTION 9. GENERAL FINANCIAL AND INSURANCE PROVISIONS ............................ 25 1. Performance Bond ................................................................................................................ 25 2. Letter of Credit ...................................................................................................................... 26 3. Indemnification of City ......................................................................................................... 28 4. Insurance ............................................................................................................................... 29 SECTION 10. SALE, ABANDONMENT, TRANSFER AND REVOCATION OF FRANCHISE ................................................................................................................................ 29 1. City's Right to Revoke .......................................................................................................... 29 2. Procedures for Revocation .................................................................................................... 30 3. Abandonment of Service....................................................................................................... 30 4. Removal After Abandonment, Termination or Forfeiture .................................................... 30 65 5. Sale or Transfer of Franchise ................................................................................................ 31 SECTION 11. PROTECTION OF INDIVIDUAL RIGHTS ...................................................... 32 1. Discriminatory Practices Prohibited ..................................................................................... 32 2. Subscriber Privacy ................................................................................................................ 33 SECTION 12. UNAUTHORIZED CONNECTIONS AND MODIFICATIONS ....................... 33 1. Unauthorized Connections or Modifications Prohibited ...................................................... 33 2. Removal or Destruction Prohibited ...................................................................................... 33 3. Penalty................................................................................................................................... 34 SECTION 13. MISCELLANEOUS PROVISIONS .................................................................... 34 1. Franchise Renewal ................................................................................................................ 34 2. Work Performed by Others ................................................................................................... 34 3. Amendment of Franchise Ordinance .................................................................................... 34 4. Compliance with Federal, State and Local Laws .................................................................. 34 5. Nonenforcement by City ....................................................................................................... 35 6. Rights Cumulative ................................................................................................................ 35 7. Grantee Acknowledgment of Validity of Franchise ............................................................. 35 8. Force Majeure ....................................................................................................................... 35 SECTION 14. PUBLICATION EFFECTIVE DATE; ACCEPTANCE AND EXHIBITS ........ 35 1. Publication: Effective Date ................................................................................................... 35 2. Acceptance ............................................................................................................................ 36 EXHIBIT A - INDEMNITY AGREEMENT ....................................................................... Ex. A 1 66 ORDINANCE NO. 2015-06 AN ORDINANCE GRANTING A FRANCHISE TO QWEST BROADBAND SERVICES, INC., D/B/A CENTURYLINK, TO CONSTRUCT, OPERATE, AND MAINTAIN A CABLE COMMUNICATIONS SYSTEM IN THE CITY OF ST. ANTHONY; 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 St. Anthony ordains: STATEMENT OF INTENT AND PURPOSE Qwest Broadband Services, Inc., d/b/a CenturyLink (“Grantee”), applied for a cable franchise to serve the City. The City will adopt separate findings related to the application and the decision to grant a cable franchise to Grantee, which shall be incorporated herewith by reference. The City intends, by the adoption of this Franchise, to bring about competition in the delivery of cable services in the City. Adoption of this Franchise is, in the judgment of the Council, in the best interests of the City and its residents. SECTION 1. SHORT TITLE AND DEFINITIONS 1. Short Title. This Franchise Ordinance shall be known and cited as the CenturyLink 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” means any service tier which includes the lawful retransmission of local television broadcast signals and any public, educational, and governmental access programming required by the Franchise to be carried on the basic tier. Basic Cable Service as defined herein shall not be inconsistent with 47 U.S.C. § 543(b)(7). b. “City” means City of St. Anthony, 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. 67 d. “Cable Service” or “Service” means the provision of communications and/or entertainment services as “Cable Service” is defined by Minn. Stat. § 238.01 et seq. and 47 U.S.C § 521 et seq., as may be amended from time to time, but including Institutional Network services. Cable Service shall also include any video programming service for which a franchise from a local government is permitted under state law. e. “Cable System” or “System” means a system of antennas, cables, wires, lines, towers, waveguides, or other conductors, Converters, equipment, or facilities located in City and designed and constructed for the purpose of producing, receiving, transmitting, amplifying, or distributing audio, video, and data. System as defined herein shall not be inconsistent with the definitions set forth in Minn. Stat. § 238.02, subd. 3 and 47 U.S.C. § 522(7). This definition shall include any facility that is a “cable system” under federal law or a “cable communications system” under state law. f. “Commercial Need” or “Marketplace Need” means such need or market demand which City and Grantee may jointly determine requires action or performance by Grantee as specifically set forth in this Franchise. Such determination shall be based upon evidence and information presented by City, Grantee and other interested parties at a duly noticed public proceeding. Grantee shall have an opportunity to present evidence regarding the level of market demand, the cost of meeting such demand and the availability of technologies to meet such demand. Any decision regarding Commercial or Marketplace Need which requires action by Grantee shall not be unreasonable. g. “Commission” means the North Suburban Communications Commission, a municipal Joint Powers Commission. h. “Converter” means an electronic device 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. i. “Drop” means the cable that connects the ground block on the Subscriber's residence or institution to the nearest feeder cable of the System. j. “FCC” means the Federal Communications Commission and any legally appointed, designated or elected agent or successor. k. “Franchise” or “Cable Franchise” means this ordinance and the regulatory and contractual relationship established hereby. l. “Grantee” is Qwest Broadband Services, Inc., d/b/a CenturyLink, its lawful successors, transferees or assignees. 68 m. “Gross Revenues” shall be defined as and shall be construed broadly to include all revenues derived directly or indirectly by Grantee and/or an Affiliate that is a cable operator of the Cable System, from the operation of Grantee’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 Grantee 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 Grantee 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 Grantee’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, Grantee agrees that Gross Revenues subject to franchise fees shall include all commissions paid to third parties 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 services furnished by Grantee 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 Grantee for the provision of a discounted bundle of services which includes Cable Services and non- Cable Services, Grantee 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 Grantee 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 69 included in a service package that contains Cable Service. The NSCC reserves its right to review and to challenge Grantee’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 Grantee but does not include affiliated entities that are not directly or indirectly involved with the programming, use, management, operation, construction, repair and/or maintenance of Grantee 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 Grantee’s calculation of Gross Revenues, including the use or interpretation of GAAP as promulgated and defined by the FASB, EITF and/or the SEC. n. “Household” means a distinct address in the Qwest Corporation (“QC”) network database, whether a residence or small business, subscribing to or being offered cable service. Grantee represents and warrants that it has access to the QC network database and shall demonstrate to the City’s reasonable satisfaction how the data required in Section 2 are calculated and reported using the QC network database. o. “Installation” means the connection of the System from feeder cable to the point of connection with the Subscriber Converter or other terminal equipment. p. “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. q. “North Suburbs Access Corporation” 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. r. “North Suburban System” means the Cable System located in those municipalities collectively comprising the North Suburban Cable Commission. 70 s. “Pay Television” means the delivery over the System of pay-per-channel or pay- per-program audio-visual signals to Subscribers for a fee or charge, in addition to the charge for Basic Cable Service or Cable Programming Services. t. “Person” is any person, firm, partnership, association, corporation, company, or other legal entity, but does not include the City or Commission. u. “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. v. “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. w. “Set Top Box” means an electronic device (sometimes referred to as a receiver) which may serve as an interface between a System and a Subscriber’s television monitor and which may convert signals to a frequency acceptable to a television monitor of a Subscriber and may, by an appropriate selector, permit a Subscriber to view all signals of a particular service x. “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. The Municipal Code of the City, as the same may be amended from time to time, is hereby expressly incorporated into this Franchise as if fully set out herein by this reference. Notwithstanding the foregoing, the City may not unilaterally alter the material rights and obligations of Grantee under this Franchise. 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. 71 e. The parties acknowledge that Grantee intends that Qwest Corporation (“QC”), an affiliate of Grantee, will be primarily responsible for the construction and installation of the facilities in the Rights-of-Way, constituting the cable communications system, which will be utilized by Grantee to provide cable service. Grantee promises, as a condition of exercising the privileges granted by this Franchise, that any affiliate of the Grantee, including QC, directly or indirectly involved in the construction, management, or operation of the cable communications system will comply with all applicable federal, state and local laws, rules and regulations regarding the use of the City’s rights of way. The City agrees that to the extent QC violates any applicable laws, rules and regulations, the City shall first seek compliance directly from QC. In the event, the City cannot resolve these violations or disputes with QC, or any other affiliate of Grantee, then the City may look to Grantee to ensure such compliance. Failure by Grantee to ensure QC’s or any other affiliate’s compliance with applicable laws, rules and regulations shall be deemed a material breach of this Franchise by Grantee. To the extent Grantee constructs and installs facilities in the rights-of- way, such installation will be subject to the terms and conditions contained herein. f. 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. g. 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. h. This Franchise does not authorize Grantee to provide telecommunications service, 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 72 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 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. a. The Grantee shall have the right and privilege, subject to the permitting and other lawful requirements of City ordinance, rule or procedure, to construct, erect, and maintain, in, upon, along, across, above, over and under the Rights-of-Way in City a Cable System and shall have the right and privilege to provide Cable Service. The System constructed and maintained by Grantee or its agents shall not interfere with other uses of the Rights-of-Way. Grantee shall make use of existing poles and other above and below facilities available to Grantee to the extent it is technically and economically feasible to do so. b. Notwithstanding the above grant to use Rights-of-Way, no Right-of-Way shall be used by Grantee if City determines that such use is inconsistent with the terms, conditions, or provisions by which such Right-of-Way was created or dedicated, or with the present use of the Right-of-Way. c. This Franchise shall be nonexclusive, and City reserves the right to grant a franchise to any Person at any time during the period of this Franchise for the provision of Cable Service. The terms and conditions of any such franchise shall be, when taken as a whole, no less burdensome or more beneficial than those imposed upon Grantee pursuant to this Franchise. 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. 4. Franchise Term. This Franchise shall be in effect for a period of five (5) years from the date of acceptance by Grantee, unless sooner renewed, revoked or terminated as herein provided. 5. 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 73 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, Paragraph 3 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 and/or Section 8, Paragraph 5(c) 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 and/or Section 8, Paragraph 5(c) of this Franchise and any City ordinance or regulation which addresses usage of the Rights-of-Way, the conflicting terms in Section 3 and/or Section 8, Paragraph 5(c) 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 and/or Section 8, Paragraph 5(c) 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, Paragraph 8. The City or Commission shall provide a written response within fourteen (14) days of receipt 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. 6. 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 74 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. 7. 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, subject Paragraph 7(a) (Reasonable Build-Out of the Entire City) below. 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. . a. Reasonable Build-Out of the Entire City. The Parties recognize that Grantee, or its affiliate, has constructed a legacy communications system throughout the City that is capable of providing voice grade service. The Parties further recognize that Grantee or its affiliate must expend a significant amount of capital to upgrade its existing legacy communications system and to construct new facilities to make it capable of providing cable service. Further, there is no promise of revenues from cable service to offset these capital costs. The Parties agree that the following is a reasonable build-out schedule taking into consideration Grantee’s market success and the requirements of Minnesota state law. (i) Complete Equitable Build-Out. Grantee aspires to provide cable service to all households within the City by the end of the initial term of this Franchise. In addition, Grantee commits that a significant portion of its investment will be targeted to areas below the median income in the City. (ii) Initial Minimum Build-Out Commitment. Grantee agrees to be capable of serving a minimum of fifteen percent (15%) of the City’s households with cable service during the first two (2) years of the initial Franchise term, provided, however that Grantee will make its best efforts to complete such deployment within a shorter period of time. This initial minimum build- out commitment shall include deployment to households equitably throughout the City and to a significant number of households below the medium income in the City. Nothing in this Franchise shall restrict Grantee from serving additional households in the City with cable service; (iii) Quarterly Meetings. Commencing January 1, 2016, and continuing throughout the term of this Franchise, Grantee shall meet quarterly with the Executive Director of the Commission. At each quarterly meeting, Grantee shall present information acceptable to the City/Commission (to the reasonable satisfaction of the City/Commission) showing the number of households Grantee is presently capable of serving with cable service and the number of households that Grantee is actually serving with cable service. Grantee shall also present information acceptable to the 75 City/Commission (to the reasonable satisfaction of the City/Commission) that Grantee is equitably serving all portions of the City in compliance with this Section 2, Paragraph 7. In order to permit the City/Commission to monitor and enforce the provisions of this section and other provisions of this Franchise, the Grantee shall promptly, upon reasonable demand, show to the City/Commission (to the City/Commission’s reasonable satisfaction) maps and provide other documentation showing exactly where within the City the Grantee is currently providing cable service; (iv) Additional Build-Out Based on Market Success. If, at any quarterly meeting, Grantee is actually serving twenty seven and one-half percent (27.5%) of the Households capable of receiving cable service, then Grantee agrees the minimum build-out commitment shall increase to include all of the Households then capable of receiving cable service plus an additional fifteen (15%) of the total households in the City, which Grantee agrees to serve within two (2) years from the quarterly meeting; provided, however, the Grantee shall make its best efforts to complete such deployment within a shorter period of time. For example, if, at a quarterly meeting with the Commission’s Executive Director, Grantee shows that it is capable of serving sixty percent of the households in the City with cable service and is actually serving thirty percent of those households with cable service, then Grantee will agree to serve an additional fifteen percent of the total households in the City no later than 2 years after that quarterly meeting (a total of 75% of the total households). This additional build-out based on market success shall continue until every household in the City is served; (v) Line Extension. Grantee shall not have a line extension obligation until the first date by which Grantee is providing Cable Service to more than fifty percent (50%) of all subscribers receiving facilities based cable service from both the Grantee and any other provider(s) of cable service within the City. At that time, the City/Commission, in its reasonable discretion and after meeting with Grantee, shall determine the timeframe to complete deployment to the remaining households in the City, including a density requirement that is the same or similar to the requirement of the incumbent franchised cable operator. 8. 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 St. Anthony 3301 Silver Lake Road NE St. Anthony, Minnesota 55418 76 Attention: City Manager/Administrator With copies to: North Suburban Cable Communications Commission 2670 Arthur Street Roseville, Minnesota 55113 And to: Michael R. Bradley Bradley Hagen & Gullikson, LLC 1976 Wooddale Drive, Suite 3A Woodbury, Minnesota 55125 If to Grantee: Qwest Broadband Services, Inc., d/b/a CenturyLink 1801 California St., 10th Flr. Denver, CO 80202 Attn: Public Policy With copies to: Qwest Broadband Services Inc., d/b/a CenturyLink 200 S. 5th Street, 21st Flr. Minneapolis, MN 55402 Attn: Public Policy Such addresses may be changed by either party upon notice to the other party given as provided in this Section. 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. Failure to obtain permits or comply with permit requirements shall be grounds for revocation of this Franchise or any lesser sanctions provided herein or in any other applicable law. 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 promptly perform the restoration required herein, after written request of City and reasonable opportunity 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 77 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 alter or change the grade or location of any Right-of-Way, the Grantee shall, at its own expense, upon reasonable notice by City, remove and relocate its poles, wires, cables, conduits, manholes and other fixtures of the System and in each instance comply with the reasonable and lawful standards and specifications of City. 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. 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 78 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 submitted 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 Design. a. Grantee shall develop, construct and operate a state-of-the-art cable communications system, constructed in accordance with Section 2, Paragraph (7)(a). b. All final programming decisions remain the discretion of Grantee, provided that Grantee notifies City and Subscribers in writing thirty (30) days prior to any channel additions, deletions, or realignments, and further subject to Grantee’s signal carriage obligations hereunder and pursuant to 47 U.S.C. §§ 531-536, and further subject to City's rights pursuant to 47 U.S.C. § 545. Location and relocation of the PEG Channels shall be governed by Section 6, Paragraph 1(d). 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 for a total period of more than forty eight (48) hours in 79 any thirty (30) day period, Subscribers shall be credited pro rata for such interruption, upon request. 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, Sections 76.601 to 76.617, as applicable, as may be amended or modified from time to time, which regulations are expressly incorporated herein by reference. 4. Special Testing. a. The City 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 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 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 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 and Grantee, and Grantee shall cooperate in such testing. 5. Drop Testing and Replacement. The Grantee shall replace, at no separate charge to an individual Subscriber, all Drops and/or associated passive equipment incapable of passing the full System capacity at the time a Subscriber upgrades. 6. 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. 7. 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. In addition, Grantee shall make available for interconnection purposes one (1) channel for forward video purposes, one (1) six 80 (6) MHz channel for return video purposes, one (1) channel for forward data or other purposes, and one (1) channel for return data or other purposes between all Systems adjacent to the North Suburban System and under common ownership with Grantee. This commitment may be satisfied through the provision of the Twin Cities Metro PEG Interconnect Network, provided Grantee agrees to allow all cities adjacent to the North Suburban System to participate. 8. Nonvoice Return Capability. Grantee is required to use cable and associated electronics having the technical capacity for nonvoice return communications. 9. Lockout Device. Upon the request of a Subscriber, Grantee shall make available a Lockout Device 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 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 at least one billing cycle prior to the effective date of the change. Bills must be clear, concise, and understandable, with itemization of all charges. 2. 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 and in all general solicitation materials marketing the Grantee or its services as a whole, Grantee shall inform the non-Subscriber of all levels of service available, including the lowest priced and free service tiers. Grantee shall have the right to market door-to-door during reasonable hours consistent with local ordinances and regulation. 3. 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 81 transferred, transfer time shall not exceed thirty (30) seconds. These standards shall be met no less than ninety (90) percent of the 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 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. Such written records shall be on file at the office of Grantee. 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. d. Subscriber requests for repairs shall be performed within thirty-six (36) hours of the request 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. 4. Subscriber Contracts. Grantee shall file with City 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. 5. 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. 6. 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 may not exceed the actual costs to Grantee of late payment of bills and the servicing and collecting of such accounts. 82 7. Office Policy. The Grantee shall install, maintain and operate, throughout the term of this Franchise, a single staffed payment center with regular business hours in the Commission Franchise Area at a location agreed upon by the Commission and the Grantee. Additional payment centers may be installed at other locations. The purpose of the payment center(s) shall be to receive Subscriber payments. All subscriber remittances at a payment center shall be posted to Subscribers’ accounts within forty-eight (48) hours of remittance. Subscribers shall not be charged a late fee or otherwise penalized for any failure by the Grantee to properly credit a Subscriber for a payment timely made. The Grantee shall, at the request of and at no delivery or retrieval charge to a Subscriber, deliver or retrieve electronic equipment (e.g., Set Top Boxes and remote controls). After consultation with the Commission, the Grantee shall provide Subscribers with at least sixty (60) days’ prior notice of any change in the location of the customer service center serving the North Suburban System, which notice shall apprise Subscribers of the customer service center’s new address, and the date the changeover will take place. 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. Within one hundred twenty (120) days from the Effective Date, the Grantee shall provide sixteen (16) channels (the “Access Channels”) to be used for PEG access programming on the basic service tier. The City and Commission have the sole discretion to designate the use of each Access Channel. Grantee shall provide a technically reliable path for upstream and downstream transmission of the Access Channels, which will in no way degrade the technical quality of the Access Channels, from an agreed upon demarcation point at the Commission’s Master Control Center at the Commission’s office, and from any other designated Access providers’ locations, to Grantee’s headend, on which all Access Channels shall be transported for distribution on Grantee’s subscriber network. The Access Channels shall be delivered without degradation to subscribers in the technical format (e.g. HD or SD) as delivered by the Commission and any designated Access provider to Grantee at each demarcation point at the Commission Office and at the designated Access providers’ locations. (1) All of the Access Channels will be made available through a multi- channel display (i.e. a picture in picture feed) on a single TV screen called a “mosaic” (the “North Suburban Mosaic”), where a cable subscriber can access via an interactive video menu one of any of the sixteen Access Channels. The North Suburban Mosaic will be located on Channel 15. The sixteen Access Channels will be located at Channels 8010-8025. The North Suburban Mosaic will contain only Access Channels authorized by the Commission. 83 (2) Grantee will make available to the Commission the ability to place detailed scheduled Access 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 (currently Gracenote). Grantee will be responsible for providing the designations and instructions necessary to ensure the Access Channels will appear on the programming guide throughout the City and any necessary headend costs associated therewith. The Commission shall be responsible for providing programming information to the EPG provider. (3) For purposes of this Franchise, the term channel shall be as commonly understood and is not any specific bandwidth amount. The signal quality of the Access Channels shall be the same as the local broadcast channels, provided such signal quality is delivered to Grantee at the Access Channels’ respective demarcation points. (4) Grantee will provide, at no cost to the Commission, air time on non- Access channels during periods in which ample unsold/unused air time on such channels exists for City public service announcements (PSAs). The Commission will provide a 30-second PSA prior to the start of each month on a mutually agreed-upon schedule. (5) 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 Access Channels in accordance with the requirements of the Franchise. (6) 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. (7) Within one hundred twenty (120) days of a written request from the Commission, Grantee shall make available as part of Basic Service to all Subscribers a PEG Access Video-on Demand (PEG-VOD) Service and maintain a PEG-VOD system. The PEG-VOD system shall be connected by the Grantee such that: 84 (i) Twenty-five (25) hours of programming per member city of the Commission, or such greater amount as may be mutually agreed to by the parties, as designated and supplied by the City, Commission, or its Designated Access Provider to the Grantee may be electronically transmitted and/or transferred and stored on the PEG-VOD system; and (ii) A database of that programming may be efficiently searched and a program requested and viewed over the PEG-VOD system by any Subscriber in the City; and (iii) Programming submitted for placement on the PEG-VOD system, shall be placed on and available for viewing from the PEG-VOD system within forty-eight (48) hours of receipt of said programming; (iv) The hardware and software described in Subsection (8) below, shall be in all respects of the same or better technical quality as the hardware and software utilized by Grantee in the provision of any other video on demand services offered over the Cable System, and shall be upgraded at Grantee’s cost, when new hardware or software is utilized on Grantee’s Cable System for other video on demand services. Grantee shall provide reasonable technical assistance to allow for proper use and operation when encoding hardware or software is installed and/or upgraded at City’s facilities. (8) To ensure compatibility and interoperability, the Grantee shall supply and maintain all necessary hardware and software to encode, transmit and/or transfer Government Access programming from the City to the PEG-VOD system. The City shall be responsible for all monitoring of any equipment provided under this Section, and notifying Grantee of any problems. Grantee shall provide all technical support and maintenance for the equipment provided to the City by Grantee under this Section. After notification of any equipment problems, Grantee shall diagnose and resolve the problem within forty eight (48) hours. Major repairs which cannot be repaired within the forty eight (48) hour timeframe shall be completed within seven (7) days of notice, unless, due to Force Majeure conditions, a longer time is required. “Major repairs” are those that require equipment to be specially obtained in order to facilitate the repairs. The quality of signal and the quality of service obtained by a Subscriber utilizing the PEG-VOD service shall meet or exceed the quality standards established for all other programming provided by the Grantee and as established elsewhere in this Franchise Agreement. 85 c. All residential Subscribers who receive all or any part of the total services offered on the System shall be eligible to receive the Access Channels at no additional charge. 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. d. Grantee may not move or otherwise change the channel number or location of any public or government access or community program channel, including the North Suburban Mosaic channel, without the written approval of the City or its designee. Upon six (6) months’ notice to City, any other 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 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. This paragraph shall not apply to Regional Channel 6. 2. Charges for Use. Channel time and playback of programming on the PEG access and community program channel(s) must be provided without charge to City and the public. 3. Access Rules. City, or its designee, shall implement rules for use of any access channel(s). 4. Access Support. Grantee shall pay a PEG Fee of $4.15/subscriber/month from the effective date until the franchise renews. Starting with the 2016 calendar year, the City may elect to increase this fee based on the Consumer Price Index. Any such election must be made in writing to the Franchisee no later than September 1st prior to the year in which the increase shall apply. In no event shall the PEG Fee be in an amount different from the incumbent cable provider. In the event the incumbent recovers from subscribers a higher, or lower, PEG fee, Grantee will increase, or decrease, its PEG fee upon ninety (90) days written notice from the City. The PEG fee may be used for operational or capital support of PEG programming. 5. Regional Channel 6. Grantee shall designate standard VHF Channel 6 for uniform regional channel usage. 6. 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. 7. Future PEG Funding Obligations. Grantee agrees that financial support for PEG arising from or relating to the obligations set forth in this Section shall in no way modify or 86 otherwise affect Grantee's obligations to pay Franchise Fees to City. Grantee agrees that although the sum of Franchise Fees plus the payments set forth in this Section may total more than five percent (5%) of Grantee's Gross Revenues in any 12-month period, the additional commitments shall not be offset or otherwise credited in any way against any Franchise Fee payments under this Franchise Agreement. 8. Additional Payments. If the incumbent franchised cable operator agrees to provide any support of the Access Channels in excess of the amount identified above or to any payment in support of any other PEG-related commitment after the Effective Date of this Franchise, the Commission, in its reasonable discretion, after meeting with the Grantee, will determine whether Grantee’s PEG Fee should be changed. If Grantee is required to pay any additional PEG Fee, such amount must be based upon a per subscriber/per month fee. SECTION 7. SERVICES TO CITY 1. Twin Cities Metro PEG Interconnect Network. Grantee shall provide a discrete, non-public, video interconnect network, from an agreed upon demarcation point at the Commission's Master Control Center at the Commission's office, to Grantee's headend. The video interconnect network shall not exceed 50 Mbps of allocated bandwidth, allowing PEG operators that have agreed with Grantee to share (send and receive) live and recorded programming for playback on their respective systems. Where available the Grantee shall provide the video interconnect network and the network equipment necessary for the high- priority transport of live multicast HD/SD video streams as well as lower-priority file-sharing. Grantee shall provide 50 Mbps bandwidth for each participating PEG entity to send its original programming, receive at least two additional multicast HD/SD streams from any other participating PEG entity, and allow the transfer of files. Each participating PEG entity is responsible for encoding its own SD/HD content in suitable bit rates to be transported by the video interconnect network without exceeding the 50 Mbps of allocated bandwidth. 2. Cable Service to Public Buildings. Grantee shall, at no cost to the City or Commission, provide Basic Service and Expanded Basic Service (currently Prism Essentials) or equivalent package of Cable Service and necessary reception equipment to up to seven (7) outlets at the Commission Office and at each Member City City Hall and to each Independent School District at the current locations located in the Commission area that originates PEG programming. Grantee shall, at no cost to the City, provide Basic Service and Expanded Basic Service (currently Prism Essentials) or equivalent package of Cable Service and necessary reception equipment to up to three (3) outlets at all other government buildings, schools and public libraries located in the City where Grantee provides Cable Service, so long as these government addresses are designated as a Household and no other cable communications provider is providing complementary service at such location. 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; 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 any location is not designated as a Household, it 87 will be provided the functionality to monitor PEG signals through a mutually agreeable alternate technology at the expense of the Grantee. SECTION 8. OPERATION AND ADMINISTRATION PROVISIONS 1. Administration of Franchise. The City Manager 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/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 Grantee 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 Grantee, 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 Grantee 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. d. The City/Commission shall have the right to inspect and to require Grantee to provide any and all data, documents and records maintained by Grantee (or 88 maintained by an Affiliate or a third-party contractor/vendor on behalf of Grantee) 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. e. Grantee 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. Grantee 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 Grantee in its written extension request. f. In the event any franchise fee payment or recomputation amount is not made on or before the required date, Grantee 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%). g. Nothing in this Franchise shall be construed to limit any authority of the City to impose any tax, fee or assessment of general applicability. h. The franchise fee payments required by this Franchise shall be in addition to any and all taxes or fees of general applicability. Grantee 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. Grantee 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 Grantee 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. i. The Franchise Fee shall be in addition to any and all taxes or other levies or assessments which are now or hereafter required to be paid by businesses in general by any law of the City, the State or the United States including, without limitation, sales, use and other taxes, business license fees or other payments. Payment of the Franchise Fee under this Franchise shall not exempt Grantee from the payment of any other license fee, permit fee, tax or charge on the business, occupation, property or income of Grantee that may be lawfully imposed by the City. Any other license fees, taxes or charges shall be of general applicability in 89 nature and shall not be levied against Grantee solely because of its status as a cable operator or solely because of its status as such. 4. Access to Records. The City 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. 5. Reports and Maps. a. Grantee shall file with the City, at the time or payment of the Franchise Fee, a report of all Gross Revenues in form and substance as required by City. b. Grantee shall prepare and make available to City, at the times and in the form prescribed, such other reasonable reports with respect to Grantee’s operations pursuant to this Franchise as City may require. c. If required by City, Grantee shall make available to the City Manager the maps, plats, and permanent records of the location and character of all facilities constructed, including underground facilities, and Grantee shall make available with City updates of such maps, plats and permanent records annually if changes have been made in the System. 6. Periodic Evaluation. a. The City may require evaluation sessions at any time during the term of this Franchise, upon fifteen (15) days written notice to Grantee. 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 deems relevant. c. As a result of a periodic review or evaluation session, upon notification from City, Grantee shall meet with city and undertake good faith efforts to reach agreement on changes and modifications to the terms and conditions of the Franchise which are both economically and technically feasible. 90 SECTION 9. GENERAL FINANCIAL AND INSURANCE PROVISIONS 1. Performance Bond. a. Within 30 days of the Effective Date of this Franchise, the Grantee shall deliver to the Commission a bond, that is effective as of the Effective Date and at all times thereafter, until the Grantee has liquidated all of its obligations with City, the Grantee shall furnish a bond to Commission in the amount of $500,000.00 in a form and with such sureties as reasonably acceptable to City. 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. 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. 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 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. 91 2. Letter of Credit. a. Within thirty (30) days of the Effective Date of this Franchise, Grantee shall deliver to Commission an irrevocable and unconditional Letter of Credit, that is effective as of the Effective Date, in form and substance acceptable to City, from a National or State bank approved by the Commission , 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 timely complete System upgrades as provided in this Franchise unless City approves the delay, the penalty shall be $500.00 per day for each day, or part thereof, such failure occurs or continues. ii. 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. iii. 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. iv. 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 other facilities, the penalty shall be $500.00 per day for each day, or part thereof, such failure occurs or continues. v. 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. vi. For failure to comply with the reasonable build-out provisions and for economic redlining in violation of Section 2, Paragraph 7 above and 47 92 U.S.C. § 541(a)(3): Five Hundred dollars ($500) per day for each day or part thereof that such violation continues. vii. 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 terms, conditions or provisions of this Franchise, or for any other violation contemplated in Section 9, Paragraph 2(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 time 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 f. 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 A of this Section. 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 93 replacement Letter of Credit or certification of replenishment for the full amount stated in Section 9, Paragraph 2(a) 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 A, 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 granting this Franchise. This obligation includes any claims by another 94 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 8.3, 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 attempted to evade any of the provisions of the Franchise; or iii. Grantee has practiced fraud or deceit upon City. 95 City may revoke this Franchise without the hearing required by Section 10, Paragraph.2 herein 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. b. If Grantee 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 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. 96 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 interest 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, Paragraph 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. c. The Grantee shall file, in addition to all documents, forms and information required to be filed by applicable law, the following: 1. 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. 2. A list detailing all 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 3. Any other documents or information related to the transaction as may be specifically requested by the City. d. City shall have such time as is permitted by federal law in which to review a transfer request. 97 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 10 Paragraph 5 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 10, Paragraph 5, 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, Paragraph 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. 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 98 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. a. No signals may be transmitted from a Subscriber terminal for purposes of monitoring individual viewing patterns or practices without the express written permission of the Subscriber. Such written permission shall be for a limited period of time not to exceed one (1) year which may be renewed at the option of the Subscriber. No penalty shall be invoked for a Subscriber's failure to provide or renew such authorization. The authorization shall be revocable at any time by the Subscriber without penalty of any kind whatsoever. Such permission shall be required for all channel activity planned for the purpose of monitoring individual viewing patterns or practices. b. No lists of the names and addresses of Subscribers or any lists that identify the viewing habits of Subscribers shall be sold or otherwise made available to any party other than to Grantee or its agents for Grantee’s service business use or to City for the purpose of Franchise administration, and also to the Subscriber subject of that information, unless Grantee has received specific written authorization from the Subscriber to make such data available. Such written permission shall be for a limited period of time not to exceed one (1) year which may be renewed at the option of the Subscriber. No penalty shall be invoked for a Subscriber's failure to provide or renew such authorization. The authorization shall be revocable at any time by the Subscriber without penalty of any kind whatsoever. c. Written permission from the Subscriber shall not be required for the conducting of System wide or individually addressed electronic sweeps for the purpose of verifying System integrity or monitoring for the purpose of billing. Confidentiality of such information shall be subject to the provision set forth in subparagraph (b) of this Section. 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 99 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. The term of any renewed Franchise shall be limited to a period not to exceed fifteen (15) years. 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 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 session pursuant to Section 7.5 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 or City’s authority to unilaterally amend Franchise provisions to the extent permitted by law. 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 100 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. 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. Force Majeure. The Grantee shall not be deemed in default of provisions of this Franchise or the City Code where performance was rendered impossible by war or riots, labor strikes or civil disturbances, floods or other causes beyond the Grantee’s control, and the Franchise shall not be revoked or the Grantee penalized for such noncompliance, provided that the Grantee, when possible, takes immediate and diligent steps to bring itself back into compliance and to comply as soon as possible, under the circumstances, with the Franchise without unduly endangering the health, safety and integrity of the Grantee’s employees or property, or the health, safety and integrity of the public, the Rights-of-Way, public property or private property. 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 be the date of acceptance by Grantee in accordance with the provisions of Section 14, Paragraph 2. 101 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 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 10th day of November, 2015. ATTEST: CITY OF ST. ANTHONY By: _______________________________ By: _____________________________ Nicole Miller, City Clerk Jerome O. Faust, Mayor ACCEPTED: This Franchise is accepted and we agree to be bound by its terms and conditions. Dated: November 10, 2015 By: _____________________________ Mark Casey, City Manager 102 EXHIBIT A - INDEMNITY AGREEMENT INDEMNITY AGREEMENT made this 10th day of November, 2015, by and between Qwest Broadband Services, Inc., a Delaware Corporation, party of the first part, hereinafter called “CenturyLink,” and the City of St. Anthony, a Minnesota Municipal Corporation, party of the second part, hereinafter called “City” and the North Suburban Communications Commission, a Minnesota Municipal Joint Powers entity, hereinafter called “Commission.” WITNESSETH: WHEREAS, the City of St. Anthony has awarded to Qwest Broadband Services, Inc. a franchise for the operation of a cable communications system in the City; and WHEREAS, the City has required, as a condition of its award of a cable communications franchise, that it and the Commission be indemnified with respect to all claims and actions arising from the award of said 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, CenturyLink hereby agrees, at its sole cost and expense, to fully indemnify, defend and hold harmless the City and the Commission, 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 City in connection therewith) arising out of the actions of the City and Commission in granting a franchise to CenturyLink. This includes any claims by another franchised cable operator against the City that the terms and conditions of the CenturyLink franchise are less burdensome than another franchise granted by the City or that the CenturyLink 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 City or Commission constituting a violation or breach by the City or Commission 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 CenturyLink. The City or Commission shall give CenturyLink reasonable notice of the making of any claim or the commencement of any action, suit or other proceeding covered by this agreement. The City and Commission shall cooperate with CenturyLink in the defense of any such action, suit or other proceeding at the request of CenturyLink. The City and Commission may participate in the defense of a claim, but if CenturyLink provides a defense at CenturyLink’s expense then CenturyLink shall not be liable for any attorneys' fees, expenses or other costs that City or Commission 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 City or the Commission and the counsel selected by CenturyLink to represent the City and/or the Commission, Century Link shall pay, from the date such separate representation is required forward, all reasonable expenses incurred by the City or 103 the Commission in defending itself with regard to any action, suit or proceeding indemnified by CenturyLink. Provided, however, that in the event that such separate representation is or becomes necessary, and City or the Commission desires to hire a counselor any other outside experts or consultants and desires CenturyLink to pay those expenses, then City and/or the Commission shall be required to obtain CenturyLink'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 City or Commission 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 City and the Commission 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 City and the Commission by CenturyLink. 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. QWEST BROADBAND SERVICES, INC. Dated: __________________, 2015 By: _______________________________ Its: _______________________________ 104 STATE OF LOUISIANA PARISH OF OUACHITA The foregoing instrument was acknowledged before me this _____ day of 2015, by ______________________, the ___________________________ of Qwest Broadband Services, Inc., a Delaware Corporation, on behalf of the corporation. ___________________________________ NOTARY PUBLIC Print Name: ________________________ Bar Roll #/Notary ID #: ________________ My Commission Expires: ______________ CITY OF ST. ANTHONY By:____________________________________ Mark Casey, City Manager NORTH SUBURBAN COMMUNICATIONS COMMISSION By: __________________________________ Its: __________________________________ 105 THIS PAGE LEFT INTENTIONALLY BLANK 106 TO: MARK CASEY, CITY MANAGER FROM: SHELLY RUECKERT, FINANCE DIRECTOR SUBJECT: 2016 UTILITY RATES DATE: OCTOBER 26, 2015 2016 Utility Rate Synopsis: The utility rates recommended herein for 2016 reflects the multi-year approach towards rate adjustments that began in 2012. The concept will allow for reasonable rate adjustments that provide a sustainable fund balance, encourages conservation, and retires debt. The approach and rates will be evaluated annually. Ordinance 2015-07 contains the rate adjustments recommended below: 2016 2015 Per 1000 gallons Rates Rates $ Increase Water Tier I 3.10 2.98 0.12 Water Tier II 3.27 3.14 0.13 Water Tier III 3.59 3.45 0.14 Water Tier IV 4.12 3.96 0.16 Water Tier V 5.17 4.97 0.20 Irrigation 4.12 3.96 0.16 Sewer 4.38 4.19 0.19 Quarterly fee Stormwater 14.75 14.40 0.35 The remainder of this document discusses the overall impact of rate increases and rate increase by service type. 107 The overall impact of the recommended rates for a residential customer at each of the five tier level ranges from 3.83% to 4.20% as detailed below: Tier Level 1st-7,500 2nd-15,000 3rd-22,500 4th-30,000 5th-37,500 Distribution (1st Qtr. 2015) 31.2% 45.3% 17.8% 3.7% 1.9% 2016 Proposed 72.44 129.82 189.59 253.34 324.97 2015 Actual 69.77 124.74 182.04 243.17 311.87 Quarterly Increase 2.67 5.08 7.55 10.17 13.10 Annual Increase 10.68 20.32 30.20 40.68 52.40 Percent Increase 3.83% 4.08% 4.15% 4.18% 4.20% Water Rates: The April 2012 water rate discussion resulted in the multi- year approach cited previously. Consistent with this approach, the elimination of annual transfer from the water operations to the general fund is carried forward to 2016. In 2016 a transfer from the utility fund to the CIP fund has been proposed at $25,000 ($15,000 in 2015). The transfer is propose to increase by $10,000 each year from 2016-2018 with the transfer topping out at 50,000 in 2019. The $50,000 approximates the annual replacement amount for the Utility equipment included in the CIP program. This phase in approach will moderate the annual rate increases required. Therefore the recommended 2016 rate per 1,000 gallons is $3.10, or an eleven cent ($.12) increase. This represents a 4.03% increase in rate and would be expected to generate $35,734 in additional revenues (assuming water usage is similar to 2015). The impact on a 7,500 gallon per quarter user would be as follows: Quarterly Bill Usage Rate $ Increase % Change 2011 $19.50 $2.60 - - 2012 $20.03 $2.67 $0.07 2.69 2013 $20.63 $2.75 $0.08 3.00 2014 $21.53 $2.87 $0.12 4.50 2015 $22.35 $2.98 $0.11 3.83 2016 $23.25 $3.10 $0.12 4.03 108 Sewer Rates: The approach to sewer rates in 2012 was the same as used for the water. Consistent with this approach, the elimination of annual transfer from the sewer operations to the general fund is carried forward to 2015. The recommended 2016 rate per 1,000 gallons is $4.38, or a twenty cent ($.19) increase. This represents a 4.53% increase in rate. This increase revenue along with reduced treatment cost due to lower relative flows produces a small operating profit before transfers for the sewer operations. The MCES 2016 rate notification also alluded to future rate increases in treatment costs being higher than 5%. The revision in rates would be expected to generate $42,394 in additional revenues (assuming 2016 first quarter water usage was similar to the first quarter in 2015). The impact on a 7,500 gallon per quarter user would be as follows: Stormwater Rates: The approach to Stormwater rates in 2012 was the same as used for the water and sewer. The recommended 2016 rate per Quarter for single family residential (classifications 2 & 3) is $14.75 or a thirty-five cent ($.35) increase. This represents a 2.43% increase in rate and would be expected to generate $4,574 in additional revenues (assuming no new construction). The impact on a residential single family user would be as follows: Quarterly Bill $ Increase % Change 2011 $13.00 - - 2012 $13.35 $0.35 2.69 2013 $13.70 $0.35 2.62 2014 $14.05 $0.35 2.55 2015 $14.40 $0.35 2.49 2016 $14.75 $0.35 2.43 Quarterly Bill Usage Rate $ Increase % Change 2011 $26.25 $3.50 - - 2012 $27.75 $3.70 $0.20 5.71 2013 $28.35 $3.78 $0.08 2.16 2014 $29.93 $3.99 $0.21 5.44 2015 $31.43 $4.19 $0.20 5.01 2016 $32.85 $4.38 $0.19 4.53 109 The rate increase for other land use categories is consistent with the increase in single family residential (classifications 2 & 3) as see below: Classification-Land Use 2015 Charge Proposed 2016 Charge % Change 1-Cemeteries, parks, golf courses, railroads, vacant land $59.75 per acre $61.20 per acre 2.43% 2- R-1, R-1a, and R-2 residential $57.60 per unit $59.00 per unit 2.43% 3- R-3 residential $57.60 per unit $59.00 per unit 2.43% 4- Schools and institutional uses $137.58 per acre $140.93 per acre 2.43% 5- R-4 Residential , churches and manufactured home parks $175.48 per acre $179.75 per acre 2.43% 6- Commercial and industrial $219.23 per acre $224.55 per acre 2.43% 110   2016 2016 2016 2015 Per 1000 gallons Rates Rates $ Increase % Change Water Tier I 3.10 2.98 0.12 4.03% Water Tier II 3.27 3.14 0.13 4.14% Water Tier III 3.59 3.45 0.14 4.06% Water Tier IV 4.12 3.96 0.16 4.04% Water Tier V 5.17 4.97 0.20 4.02% Irrigataion 4.12 3.96 0.16 4.04% Sewer 4.38 4.19 0.19 4.53% Quarterly fee Stormwater 14.75 14.40 0.35 2.43% The impact of the recommended rates on a residential customer at each tier level would be as follows: 2016 Tier Level 7,500 15,000 22,500 30,000 37,500 Distribution 31.3% 45.3% 17.8% 3.7% 1.5% 2016 Proposed 72.44 129.82 189.59 253.34 324.97 2015 Actual 69.77 124.74 182.04 243.17 311.87 Quarterly Increase 2.67 5.08 7.55 10.17 13.10 Annual Increase 10.68 20.30 30.20 40.68 52.40 Percent Increase 3.83% 4.08% 4.15% 4.18% 4.20% The impact of the recommended rates on a residential customer using 7,500 gallons or less gallons quarterly would be as follows (3.83%): 2016 2016 2015 Minimum Minimum $ Increase % Change Water 23.25 22.35 0.90 4.03% Sewer 32.85 31.43 1.42 4.53% Stormwater 14.75 14.40 0.35 2.43% Surcharge 1.59 1.59 - 0.00% 72.44 69.77 2.67 3.83% The impact of the recommended rates on the Tier II average usage of 10,956 gallons quarterly would be as follows (3.98%): 2016 2016 2015 Tier II average 10,956 10,956 $ Increase % Change Water 34.54 33.20 1.34 4.05% Sewer 47.99 45.90 2.09 4.55% Stormwater 14.75 14.40 0.35 2.43% Surcharge 1.59 1.59 - 0.00% 98.87 95.09 3.78 3.98% The impact of the recommended rates on the Tier IV average usage of 25,253 gallons quarterly would be as follows (4.16%): 2016 2016 2015 Tier IV average 25,253 25,253 $ Increase % Change Water 86.04 82.68 3.36 4.07% Sewer 110.61 105.81 4.80 4.53% Stormwater 14.75 14.40 0.35 2.43% Surcharge 1.59 1.59 - 0.00% 212.99 204.48 8.51 4.16% 2016 $(77,050) $(224,819) $(182,618) $1,962 $40,837 $126,572 $223,273 $(150,000) $100,000 $350,000 $600,000 $850,000 $1,100,000 $1,350,000 $1,600,000 $1,850,000 $2,100,000 2010 2011 2012 2013 2014 EA 2015 BD 2016 Utility Fund EXPENSES W/O DEPRECIATION DEPRECIATION REVENUE REVENUE W/O CONNECTION FEES ENDING CASH BALANCE   2016 NOTICE OF A PUBLIC HEARING Notice is hereby given that on November 10, 2015, 7:00 p.m. at City Hall, 3301 Silver Lake Road, the City Council will hold a public hearing to solicit public response to the Ordinance Amendments for Sections §33.015 Sewer Charges to Owner; §33.036 Water Charges to Owner; and §33.090 Charges for storm water facilities . Those persons having an interest in said amendments are encouraged to attend. Nicole Miller City Clerk Publication: St. Anthony Bulletin October 28, 2015 111 THIS PAGE LEFT INTENTIONALLY BLANK 112 CITY OF SAINT ANTHONY VILLAGE STATE OF MINNESOTA ORDINANCE NO. 2015-07 AN ORDINANCE AMENDING SECTIONS §33.018 SEWER CHARGES TO OWNERS; 33.036 WATER CHARGES TO OWNERS AND §33.090 CHARGES FOR STORM WATER FACILITIES FOR ST. ANTHONY VILLAGE EFFECTIVE JANUARY 1, 2016 The City Council of the City of Saint Anthony Village ordains as follows: Section One. Amendment to the City of Saint Anthony Village City Code Sections §33.018, 33.036 and §33.090 of the City Code of the City of Saint Anthony Village is hereby amended as follows. The deleted language is represented by strikethrough text. The additional language is represented by text. 33.018 SEWER RATES: $4.19 $4.38 per 1,000 gallons 33.036 WATER RATES. Water bills will be computed quarterly based on metered water used according to the tiered rates system. RESIDENTIAL Consumption (gallons) Rate/per 1,000 gallons TIER I 0-7,500 $2.98 $3.10 TIER II 7,500-15,000 $3.14 $3.27 TIER III 15,000-22,500 $3.45 $3.59 TIER IV 22,500-30,000 $3.96 $4.12 TIER V Over 30,000 $4.97 $5.17 COMMERCIAL Consumption (gallons) Rate/per 1,000 gallons TIER I 0-7,500 $2.98 $3.10 TIER II 7,500-53,500 $3.14 $3.27 TIER III 53,500-175,000 $3.45 $3.59 TIER IV 175,000-300,000 $3.96 $4.12 TIER V Over 300,000 $4.97 $5.17 WILSHIRE Consumption( gallons) Rate/per 1,000 gallons TIER I 0-7,500 $2.98 $3.10 TIER II 7,500-510,000 $3.14 $3.27 TIER III 510,000-610,000 $3.45 $3.59 TIER IV 610,000-710,000 $3.96 $4.12 TIER V Over 710,000 $4.97 $5.17 SAVHS Consumption (gallons) Rate/per 1,000 gallons TIER I 0-7,500 $2.98 $3.10 TIER II 7,500-850,000 $3.14 $3.27 TIER III 850,000-1,150,000 $3.45 $3.59 TIER IV 1,150,000-1,450,000 $3.96 $4.12 TIER V Over 1,450,000 $4.97 $5.17 113 HAPPY’S Consumption (gallons) Rate/per 1,000 gallons TIER I 0-7,500 $2.98 $3.10 TIER II 7,500-3,650,000 $3.14 $3.27 TIER III 3,650,000-4,650,000 $3.45 $3.59 TIER IV 4,650,000-5,650,000 $3.96 $4.12 TIER V Over 5,650,000 $4.97 $5.17 33.090 STORM WATER FACILITIES: (billed quarterly) Effective Date: This ordinance shall become effective as of its publication. First Reading: November 10, 2015 Second Reading: November 24, 2015 Adopted: December 8, 2015 CITY OF SAINT ANTHONY VILLAGE By:_________________________________ Jerome O. Faust, Mayor ATTEST: By:_________________________________ Nicole Miller, City Clerk Publish: St. Anthony Bulletin Publication Date: Classification Charge (per acre) 1 $59.75 $61.20 2 $57.60 $59.00 3 $57.60 $59.00 4 $137.58 $140.93 5 $175.48 $179.75 6 $219.23 $224.55 114 November 10, 2015 Pre-Sale Report for City of St. Anthony, Minnesota $4,445,000 General Obligation TIF Refunding Bonds, Series 2015B               Prepared by: Stacie Kvilvang Senior Municipal Advisor/Director And Jason Aarsvold Municipal Advisor 115 Presale Report City of St. Anthony, Minnesota November 10, 2015 Page 1 Executive Summary of Proposed Debt Proposed Issue: $4,445,000 General Obligation TIF Refunding Bonds, Series 2015B Purposes: The proposed issue includes refinancing of the HRA's Tax Increment Revenue Bonds (Silver Lake Village Project), Series 2006 (Commercial TIF Revenue Bonds). Debt service is paid from TIF revenues generated from the commercial development and will continue to be paid from the same source. Interest rates on the obligations proposed to be refunded are .4% to 2.7%. The refunding is expected to reduce interest expense by approximately $1.1 million dollars over the next 16 years. The Net Present Value Benefit of the refunding is estimated to be approximately $947,264, equal to 22.992% of the refunded principal. This refunding is considered an Advance Refunding as the new Bonds will be issued more than 90 days prior to the call date of the obligations being refunded. Authority: The Bonds are being issued pursuant to Minnesota Statutes, Chapters:  469 and 475 Because the City paying for at least 20% of the project costs with TIF from District No. 3-5, the Bonds can be a general obligation without a referendum and will not count against the City’s debt limit. The Bonds will be general obligations of the City for which its full faith, credit and taxing powers are pledged. Term/Call Feature: The Bonds are being issued for a 16 year term. Principal on the Bonds will be due on February 1 and August 1 starting 2016 through 2031. Interest is payable every six months beginning February 1, 2016. The Bonds maturing on and after February 1, 2025 will be subject to prepayment at the discretion of the City on February 1, 2024 or any date thereafter. Bank Qualification: Because the City is expecting to issue no more than $10,000,000 in tax exempt debt during the calendar year, the City will be able to designate the Bonds as “bank qualified” obligations. Bank qualified status broadens the market for the Bonds, which can result in lower interest rates. Rating: The City’s most recent bond issues were rated “AA” by Standard & Poor’s. The City will request a new rating for the Bonds. If the winning bidder on the Bonds elects to purchase bond insurance, the rating for the issue may be higher than the City’s bond rating in the event that the bond rating of the insurer is higher than that of the City. 116 Presale Report City of St. Anthony, Minnesota November 10, 2015 Page 2 Basis for Recommendation: Based on our knowledge of your situation, your objectives communicated to us, our advisory relationship as well as characteristics of various municipal financing options, we are recommending the issuance of tax-exempt general obligation bonds as a suitable financing option for the following reasons: - The issuance is a viable option available to finance these types of projects under state law and federal regulations. - This option is the most overall cost effective debt option from the perspective of marketability and interest rates. - The issuance of advanced refunding bonds meets the City’s desired savings expectations. Method of Sale/Placement: In order to obtain the lowest interest cost to the City, we will competitively bid the purchase of the Bonds from local and national underwriters/banks. We have included an allowance for discount bidding equal to 1.00000% of the principal amount of the issue. The discount is treated as an interest item and provides the underwriter with all or a portion of their compensation in the transaction. If the Bonds are purchased at a price greater than the minimum bid amount (maximum discount), the unused allowance may be used to lower your borrowing amount. Premium Bids: Under current market conditions, most investors in municipal bonds prefer “premium” pricing structures. A premium is achieved when the coupon for any maturity (the interest rate paid by the issuer) exceeds the yield to the investor, resulting in a price paid that is greater than the face value of the bonds. The sum of the amounts paid in excess of face value is considered “reoffering premium.” The amount of the premium varies, but it is not uncommon to see premiums for new issues in the range of 2.00% to 10.00% of the face amount of the issue. This means that an issuer with a $2,000,000 offering may receive bids that result in proceeds of $2,040,000 to $2,200,000. For this issue of Bonds we have been directed to use the premium to reduce the size of the issue. The adjustments may slightly change the true interest cost of the original bid, either up or down. You have the choice to limit the amount of premium in the bid specifications. This may result in fewer bids, but it may also eliminate large adjustments on the day of sale and other uncertainties. Review of Existing Debt: We have reviewed all outstanding indebtedness for the City and find that, other than the obligations proposed to be refunded by the Bonds, there are no other refunding opportunities at this time. We will continue to monitor the market and the call dates for the City’s outstanding debt and will alert you to any future refunding opportunities. 117 Presale Report City of St. Anthony, Minnesota November 10, 2015 Page 3 Continuing Disclosure: Because the City has more than $10,000,000 in outstanding debt (including this issue) and this issue is over $1,000,000, the City will be agreeing to provide certain updated Annual Financial Information and its Audited Financial Statement annually as well as providing notices of the occurrence of certain “material events” to the Municipal Securities Rulemaking Board (the “MSRB”), as required by rules of the Securities and Exchange Commission (SEC). The City is already obligated to provide such reports for its existing bonds, and has contracted with Ehlers to prepare and file the reports. Arbitrage Monitoring: Because the Bonds are tax-exempt securities/tax credit securities, the City must ensure compliance with certain Internal Revenue Service (IRS) rules throughout the life of the issue. These rules apply to all gross proceeds of the issue, including initial bond proceeds and investment earnings in construction, escrow, debt service, and any reserve funds. How issuers spend bond proceeds and how they track interest earnings on funds (arbitrage/yield restriction compliance) are common subjects of IRS inquiries. Your specific responsibilities will be detailed in the Signature, No-Litigation, Arbitrage Certificate and Purchase Price Receipt prepared by your Bond Attorney and provided at closing. We recommend that you regularly monitor compliance with these rules and/or retain the services of a qualified firm to assist you. Risk Factors: Advance Refunding: The Bonds are being issued for the purpose of “advance” refunding prior City debt obligations. Only one advance refunding of an original tax-exempt debt obligation is permitted under current IRS rules. This refunding is being undertaken based in part on the following assumptions:  Since the new Bonds will extend the “call” date for this debt, we are assuming that the City does not expect to have revenues available to pre-pay the current obligations prior to this new call date.  Tax Increment generated from the project may be inadequate to pay for debt service, thus the City would need to levy taxes. Other Service Providers: This debt issuance will require the engagement of other public finance service providers. This section identifies those other service providers, so Ehlers can coordinate their engagement on your behalf. Where you have previously used a particular firm to provide a service, we have assumed that you will continue that relationship. For services you have not previously required, we have identified a service provider. Fees charged by these service providers will be paid from proceeds of the obligation, unless you notify us that you wish to pay them from other sources. Our pre-sale bond sizing includes a good faith estimate of these fees, so their final fees may vary. If you have any questions pertaining to the identified service providers or their role, or if you would like to use a different service provider for any of the listed services please contact us. Bond Attorney: Dorsey & Whitney LLP 118 Presale Report City of St. Anthony, Minnesota November 10, 2015 Page 4 Paying Agent: Bond Trust Services Corporation Rating Agency: Standard & Poor’s CPA Escrow Verification Agent: Grant Thorton Escrow Agent: US Bank Bidding Agent: Ehlers Investment Partners This presale report summarizes our understanding of the City’s objectives for the structure and terms of this financing as of this date. As additional facts become known or capital markets conditions change, we may need to modify the structure and/or terms of this financing to achieve results consistent with the City’s objectives. 119 Presale Report City of St. Anthony, Minnesota November 10, 2015 Page 5 Proposed Debt Issuance Schedule Pre-Sale Review by City Council: November 10, 2015 Distribute Official Statement: Week of November 23, 2015 Conference with Rating Agency: Week of November 23, 2015 City Council Meeting to Award Sale of the Bonds: December 8, 2015 Estimated Closing Date: December 29, 2015 Redemption Date for Bond August 1, 2016 Attachments Sources and Uses of Funds Proposed Debt Service Schedule Refunding Savings Analysis Resolution Authorizing Ehlers to Proceed With Bond Sale Ehlers Contacts Municipal Advisors: Stacie Kvilvang (651) 697-8506 Jason Aarsvold (651) 697-8512 Disclosure Coordinator: Elizabeth Greiter (651) 697-8550 Financial Analyst: Alicia Gage (651) 697-8551 The Official Statement for this financing will be mailed to the City Council at their home address or e-mailed for review prior to the sale date. 120 St Anthony HRA, Minnesota $4,445,000 General Obligation TIF Rev Bonds, Series 2015B Full Net Cash Refunding of Series 2006 Rev to GO - Assumed Current BQ GO "AA" Market Rates Sources & Uses Dated 12/29/2015 | Delivered 12/29/2015 Sources Of Funds Par Amount of Bonds $4,445,000.00 Total Sources $4,445,000.00 Uses Of Funds Total Underwriter's Discount (1.000%)44,450.00 Costs of Issuance 54,000.00 Deposit to Net Cash Escrow Fund 4,344,958.95 Rounding Amount 1,591.05 Total Uses $4,445,000.00 Series 2015B GO TIF Ref B | SINGLE PURPOSE | 10/20/2015 | 10:30 AM 121 St Anthony HRA, Minnesota $4,445,000 General Obligation TIF Rev Bonds, Series 2015B Full Net Cash Refunding of Series 2006 Rev to GO - Assumed Current BQ GO "AA" Market Rates Debt Service Schedule Date Principal Coupon Interest Total P+I Fiscal Total 12/29/2015 ----- 02/01/2016 145,000.00 0.400%6,600.44 151,600.44 151,600.44 08/01/2016 115,000.00 0.400%36,837.50 151,837.50 - 02/01/2017 115,000.00 0.550%36,607.50 151,607.50 303,445.00 08/01/2017 115,000.00 0.550%36,291.25 151,291.25 - 02/01/2018 120,000.00 0.700%35,975.00 155,975.00 307,266.25 08/01/2018 125,000.00 0.700%35,555.00 160,555.00 - 02/01/2019 120,000.00 0.950%35,117.50 155,117.50 315,672.50 08/01/2019 125,000.00 0.950%34,547.50 159,547.50 - 02/01/2020 125,000.00 1.100%33,953.75 158,953.75 318,501.25 08/01/2020 130,000.00 1.100%33,266.25 163,266.25 - 02/01/2021 130,000.00 1.250%32,551.25 162,551.25 325,817.50 08/01/2021 130,000.00 1.250%31,738.75 161,738.75 - 02/01/2022 135,000.00 1.450%30,926.25 165,926.25 327,665.00 08/01/2022 135,000.00 1.450%29,947.50 164,947.50 - 02/01/2023 135,000.00 1.600%28,968.75 163,968.75 328,916.25 08/01/2023 140,000.00 1.600%27,888.75 167,888.75 - 02/01/2024 140,000.00 1.750%26,768.75 166,768.75 334,657.50 08/01/2024 140,000.00 1.750%25,543.75 165,543.75 - 02/01/2025 145,000.00 1.850%24,318.75 169,318.75 334,862.50 08/01/2025 145,000.00 1.850%22,977.50 167,977.50 - 02/01/2026 150,000.00 2.000%21,636.25 171,636.25 339,613.75 08/01/2026 155,000.00 2.000%20,136.25 175,136.25 - 02/01/2027 160,000.00 2.200%18,586.25 178,586.25 353,722.50 08/01/2027 160,000.00 2.200%16,826.25 176,826.25 - 02/01/2028 165,000.00 2.350%15,066.25 180,066.25 356,892.50 08/01/2028 165,000.00 2.350%13,127.50 178,127.50 - 02/01/2029 165,000.00 2.450%11,188.75 176,188.75 354,316.25 08/01/2029 175,000.00 2.450%9,167.50 184,167.50 - 02/01/2030 175,000.00 2.550%7,023.75 182,023.75 366,191.25 08/01/2030 180,000.00 2.550%4,792.50 184,792.50 - 02/01/2031 185,000.00 2.700%2,497.50 187,497.50 372,290.00 Total $4,445,000.00 -$746,430.44 $5,191,430.44 - Yield Statistics Bond Year Dollars $36,327.61 Average Life 8.173 Years Average Coupon 2.0547193% Net Interest Cost (NIC)2.1770780% True Interest Cost (TIC)2.1732568% Bond Yield for Arbitrage Purposes 2.0368133% All Inclusive Cost (AIC)2.3416907% IRS Form 8038 Net Interest Cost 2.0547193% Weighted Average Maturity 8.173 Years Series 2015B GO TIF Ref B | SINGLE PURPOSE | 10/20/2015 | 10:30 AM 122 St Anthony HRA, Minnesota $4,445,000 General Obligation TIF Rev Bonds, Series 2015B Full Net Cash Refunding of Series 2006 Rev to GO - Assumed Current BQ GO "AA" Market Rates Debt Service Comparison Date Total P+I Net New D/S Old Net D/S Savings 02/01/2016 151,600.44 150,009.39 184,525.00 34,515.61 02/01/2017 303,445.00 303,445.00 373,271.88 69,826.88 02/01/2018 307,266.25 307,266.25 380,075.00 72,808.75 02/01/2019 315,672.50 315,672.50 385,937.51 70,265.01 02/01/2020 318,501.25 318,501.25 391,128.13 72,626.88 02/01/2021 325,817.50 325,817.50 395,378.13 69,560.63 02/01/2022 327,665.00 327,665.00 398,956.25 71,291.25 02/01/2023 328,916.25 328,916.25 401,156.26 72,240.01 02/01/2024 334,657.50 334,657.50 407,375.01 72,717.51 02/01/2025 334,862.50 334,862.50 407,609.38 72,746.88 02/01/2026 339,613.75 339,613.75 411,859.38 72,245.63 02/01/2027 353,722.50 353,722.50 424,843.76 71,121.26 02/01/2028 356,892.50 356,892.50 426,281.25 69,388.75 02/01/2029 354,316.25 354,316.25 426,593.76 72,277.51 02/01/2030 366,191.25 366,191.25 435,640.63 69,449.38 02/01/2031 372,290.00 372,290.00 443,000.01 70,710.01 Total $5,191,430.44 $5,189,839.39 $6,293,631.34 $1,103,791.95 PV Analysis Summary (Net to Net) Gross PV Debt Service Savings.....................948,820.15 Net PV Cashflow Savings @ 2.037%(Bond Yield).....948,820.15 Contingency or Rounding Amount....................1,591.05 Net Present Value Benefit $950,411.20 Net PV Benefit / $5,393,820.15 PV Refunded Debt Service 17.620% Net PV Benefit / $4,120,000 Refunded Principal...23.068% Net PV Benefit / $4,445,000 Refunding Principal..21.382% Refunding Bond Information Refunding Dated Date 12/29/2015 Refunding Delivery Date 12/29/2015 Series 2015B GO TIF Ref B | SINGLE PURPOSE | 10/20/2015 | 10:31 AM 123 St Anthony HRA, Minnesota $4,445,000 General Obligation TIF Rev Bonds, Series 2015B Full Net Cash Refunding of Series 2006 Rev to GO - Assumed Current BQ GO "AA" Market Rates Detail Costs Of Issuance Dated 12/29/2015 | Delivered 12/29/2015 COSTS OF ISSUANCE DETAIL Financial Advisor $28,000.00 Bond Counsel $10,000.00 CPA Verification $2,500.00 Escrow Agent $2,500.00 Rating Agency Fee $10,000.00 Miscellaneous $1,000.00 TOTAL $54,000.00 Series 2015B GO TIF Ref B | SINGLE PURPOSE | 10/20/2015 | 10:31 AM 124 St Anthony HRA, Minnesota $4,445,000 General Obligation TIF Rev Bonds, Series 2015B Full Net Cash Refunding of Series 2006 Rev to GO - Assumed Current BQ GO "AA" Market Rates Debt Service Schedule Date Principal Coupon Interest Total P+I 105% Overlevy 02/01/2016 145,000.00 0.400%6,600.44 151,600.44 159,180.46 02/01/2017 230,000.00 0.550%73,445.00 303,445.00 318,617.25 02/01/2018 235,000.00 0.700%72,266.25 307,266.25 322,629.56 02/01/2019 245,000.00 0.950%70,672.50 315,672.50 331,456.13 02/01/2020 250,000.00 1.100%68,501.25 318,501.25 334,426.31 02/01/2021 260,000.00 1.250%65,817.50 325,817.50 342,108.38 02/01/2022 265,000.00 1.450%62,665.00 327,665.00 344,048.25 02/01/2023 270,000.00 1.600%58,916.25 328,916.25 345,362.06 02/01/2024 280,000.00 1.750%54,657.50 334,657.50 351,390.38 02/01/2025 285,000.00 1.850%49,862.50 334,862.50 351,605.63 02/01/2026 295,000.00 2.000%44,613.75 339,613.75 356,594.44 02/01/2027 315,000.00 2.200%38,722.50 353,722.50 371,408.63 02/01/2028 325,000.00 2.350%31,892.50 356,892.50 374,737.13 02/01/2029 330,000.00 2.450%24,316.25 354,316.25 372,032.06 02/01/2030 350,000.00 2.550%16,191.25 366,191.25 384,500.81 02/01/2031 365,000.00 2.700%7,290.00 372,290.00 390,904.50 Total $4,445,000.00 -$746,430.44 $5,191,430.44 $5,451,001.96 Significant Dates Dated 12/29/2015 First Coupon Date 2/01/2016 Yield Statistics Bond Year Dollars $36,327.61 Average Life 8.173 Years Average Coupon 2.0547193% Net Interest Cost (NIC)2.1770780% True Interest Cost (TIC)2.1732568% Bond Yield for Arbitrage Purposes 2.0368133% All Inclusive Cost (AIC)2.3416907% IRS Form 8038 Net Interest Cost 2.0547193% Weighted Average Maturity 8.173 Years Series 2015B GO TIF Ref B | SINGLE PURPOSE | 10/20/2015 | 10:31 AM 125 THIS PAGE LEFT INTENTIONALLY BLANK 126 CITY OF ST. ANTHONY VILLAGE STATE OF MINNESOTA RESOLUTION 15-066 Council Member _________________ introduced the following resolution and moved its adoption: Resolution Providing for the Sale of $4,445,000 General Obligation TIF Refunding Bonds, Series 2015B A. WHEREAS, the City Council of the City of St. Anthony, Minnesota has heretofore determined that it is necessary and expedient to issue the City's $4,445,000 General Obligation TIF Refunding Bonds, Series 2015B (the "Bonds"), to effect a current refunding of the City’s HRA Tax Increment Revenue Bonds (Silver Lake Village Project), Series 2006 in the City; and B. WHEREAS, the City has retained Ehlers & Associates, Inc., in Roseville, Minnesota ("Ehlers"), as its independent financial advisor for the Bonds in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of St. Anthony, Minnesota, as follows: 1. Authorization; Findings. The City Council hereby authorizes Ehlers to assist the City for the sale of the Bonds. 2. Meeting; Proposal Opening. The City Council shall meet at 7:00 P.M. on December 8, 2015, for the purpose of considering proposals for and awarding the sale of the Bonds. 3. Official Statement. In connection with said sale, the officers or employees of the City are hereby authorized to cooperate with Ehlers and participate in the preparation of an official statement for the Bonds and to execute and deliver it on behalf of the City upon its completion. The motion for the adoption of the foregoing resolution was duly seconded by City Council Member _______________________ and, after full discussion thereof and upon a vote being taken thereon, the following City Council Members voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. 127 Adopted this 10th day of November, 2015. _________________________________________ Jerome O. Faust, Mayor ATTEST:____________________________ Nicole Miller, City Clerk Review for Administration: _________________________________________ Mark Casey, City Manager 128 Building a legacy – your legacy. 701 Xenia Avenue South Suite 300 Minneapolis, MN 55416 Tel: 763-541-4800 Fax: 763-541-1700 Equal Opportunity Employer wsbeng.com S:\1Council Meetings\2015\11102015\LTR-Stormwater facility hmcc-agreement-101515.docx October 15, 2015 Honorable Mayor, City Council, and Staff C/O Mark Casey, City Manager City of St. Anthony Village 3301 Silver Lake Road St. Anthony, MN 55418 Re: Cooperative Agreement between the City of St. Anthony Village and City of Minneapolis for the St. Anthony Research Facility WSB Project No. 1626-75 Dear Honorable Mayor, City Council, and Staff: Attached for your consideration is a cooperative agreement between the City of St. Anthony Village and the City of Minneapolis for the ownership and operation of the St. Anthony Research Facility located in the City of Minneapolis in the vicinity of Lowry Avenue and County Road 88. This cooperative agreement includes the following language for your consideration: 1. The City of St. Anthony Village will take ownership of the storm sewer system for approximately 300 feet south of the City limits. 2. The City of St. Anthony Village would maintain ownership of the research facility and would be the MS4 Permit Operator of the system under the NPDES rules for the Minnesota Pollution Control Agency. This allows Mississippi Watershed Management Organization (MWMO) from becoming a regulated NPDES MS4 Permit holder. 3. This agreement also outlines the requirements for changes and/or alterations or decommissioning of the system in the future. 4. The City of St. Anthony and the MWMO will have a separate agreement for the operation and maintenance of the facility. This agreement will be presented at a future Council Meeting. This cooperative agreement is anticipated to be on your November 10, 2015 Council Meeting Agenda. If you have any questions feel free to call me at 763-287-7182 or I will be in attendance at your Council Meeting to answer any questions. Sincerely, WSB & Associates, Inc. Todd Hubmer, PE City Engineer Attachments ef 129 THIS PAGE LEFT INTENTIONALLY BLANK 130 COOPERATIVE AGREEMENT For the St. Anthony Stormwater Treatment and Research Facility City of Minneapolis City of St. Anthony Date: October 14, 2015 131 COOPERATIVE AGREEMENT For the St. Anthony Stormwater Treatment and Research Facility This Cooperative Agreement is made on this ___ day of __________, 2015, by and between the City of Minneapolis (hereinafter referred to as "Minneapolis") a Minnesota home rule charter city pursuant to the laws and Constitution of the State of Minnesota; the City of St. Anthony Village (hereinafter referred to as "City of St. Anthony ") a Minnesota home rule/statutory city pursuant to the Constitution and laws of the State of Minnesota. Recitals and Statement of Purpose WHEREAS, the facility that is the subject of this agreement will provide treatment of stormwater runoff from the City of St. Anthony prior to discharge into the City of Minneapolis storm sewer system and the Mississippi River as shown in the attached appendix; and, WHEREAS, this facility is intended to frequently change treatment processes to provide research of emerging stormwater technologies to improve the quality of stormwater discharged from urban land uses; and, WHEREAS, the location and dimension of the research facility is shown in the attached exhibit; and, WHEREAS, the proposed project location is outside the St. Anthony City limits, but within the limits of the City of Minneapolis; and, WHEREAS, the City of Minneapolis will transfer ownership of that segment of storm sewer located from the southernmost manhole of the treatment structure to the municipal boundary to the City of St. Anthony: and, WHEREAS, the treatment site is located on Hennepin County right-of-way in the City of Minneapolis. NOW, THEREFORE, IT IS MUTUALLY AGREED by and between the parties that they enter into this Cooperative Agreement in order to document the understanding of the parties as to the scope of the entire project; reaffirm the commitment of each party as to the general responsibilities and tasks to be undertaken by each party; establish procedures for performing these tasks and responsibilities; and facilitate communication and cooperation among the parties to ensure successful completion of the project, in order to achieve the ultimate goal of improving water quality in the Mississippi River. 132 AGREEMENT 1. General Responsibilities and Performance Guidelines The Project involves numerous specific tasks to be performed by the parties. Each party agrees to fulfill the general responsibilities assigned to it as described below. Each party shall retain the final approval authority concerning the implementation of these responsibilities assigned to it, consistent with its obligations under this Agreement, but shall provide all other parties the opportunity for review and comment on the particular design, plans, and specifications, and implementation for which the party is responsible, as set forth in this Agreement. The parties agree to perform all their tasks in a manner consistent with the following guidelines in order to facilitate cooperation and communication among the parties: 1.1 All designs, written material, technical data, research and any other work-in- progress shall be available for review and copying by any party regardless of whether the requesting party shares any responsibility for performing the specific task to which the materials relate. 1.2 For tasks which involve the development or preparation of any preliminary materials such as plans, designs, written drafts or demonstration materials, as soon as it is practicable the party preparing such materials will provide them to the project partners for review and comment as provided in this agreement. 1.3 Each party shall be responsible for pursuing whatever actions (ordinances, resolutions, public hearings, etc.) by its governing body which may be necessary to authorize or approve any particular task. 1.4 The City of St. Anthony shall maintain ownership of the treatment and storm sewer system as previously described. As such, the City of St. Anthony shall be the designated NPDES MS4 permit holder for this treatment system and the associated stormwater system. The discharge from this facility must be compliant with the MS4 permit requirements. 1.5 The City of St. Anthony will provide the City of Minneapolis with annual inspection and maintenance reports to demonstrate compliance with MS4 permit requirements and that the facility is in good working condition. 2. Organizational Structure and Responsibilities Each of the parties entering into this agreement shall have distinct responsibilities in the organization and structure of the operation of the St. Anthony Treatment and Research Facility. This organizational structure and responsibilities include: 2.1 Ownership of St. Anthony Stormwater Treatment and Research Facility The ownership of the St. Anthony Stormwater Treatment and Research Facility shall remain with the City of St. Anthony even though physically located within the City of 133 Minneapolis city limits. This shall include that segment of the storm sewer from the southernmost manhole of the treatment structure to the municipal boundary. 2.2 Operations and Maintenance Operations and Maintenance of the St. Anthony Treatment and Research Facility shall be the responsibility of the City of St. Anthony. The City of St. Anthony will be entering into an agreement with the MWMO to assist in the on-going operation, monitoring and maintenance of this facility. The City of St. Anthony anticipates MWMO staff to be on site at regular intervals to collect monitoring samples, complete maintenance, and inspect system performance. In addition, St. Anthony Public Works will also be on-site at regular intervals to assist with maintenance and inspection needs. Emergency assistance and response to operational or failed operation of the system shall be directed immediately to the City of St. Anthony Public Works department. 2.3 Operational Changes or Improvements to the Project Site Minneapolis shall maintain permit approval over the site for any future changes or modifications to the portion of the facility located within the City of Minneapolis. The City of St. Anthony shall submit proposed site changes to Minneapolis, and other agencies as required and follow the appropriate permitting processes as established by Minneapolis for the proposed project improvements. 3. Dispute Resolution In the event disputes arise between the parties with regard to rights and responsibilities under this Agreement, the parties agree to first attempt to resolve the dispute among themselves through informal discussions between their respective line level and other staff persons. If the dispute cannot be resolved through this process, either party to this agreement can send a written notice of dispute signed by the Public Works Director (or equivalent) of that party invoking dispute resolution procedures while specifically referring to this paragraph of this agreement. The parties shall promptly begin discussion between their respective supervisory level staff to define and resolve the dispute. Within 30 days of receipt of the written notice of dispute, the Minneapolis Director of Public Works (or fully empowered designee) and the City Manager for St. Anthony (or fully empowered designee) shall meet at the office of the party receiving the notice of dispute (or other agreed location) at a reasonable time during regular business hours, Each such official shall assure that staff with direct knowledge of the issue in dispute are present. The parties shall negotiate in good faith to resolve the problem. If the dispute cannot be resolved in this manner, it shall be presented to each of the City Councils at the next regular meeting of each City Council or the appropriate committee thereof. If the dispute cannot be resolved by the respective City Councils, the parties agree to promptly refer the dispute to an independent third party mediator trained in providing mediation services. The parties shall share the costs of this mediation equally. The mediator shall be selected by alternatively striking names from a list of six persons trained to provide mediation services (three names added to the list by each party) until only two names are left. If the parties cannot agree on one of the two remaining names, the 134 mediator shall be determined by a coin flip. The party to strike first shall also be determined by coin flip. If the dispute cannot be resolved following settlement negotiations conducted with the assistance of the trained mediator, the parties may then freely resort to any remedies they may have at law or in equity. 4. Termination The City of Minneapolis and City of St Anthony may at any time agree to decommission the facility on terms agreeable to both. In the absence of such a decommissioning agreement or a written extension of this agreement by the parties, this agreement shall terminate on December 31, 2065. This is estimated to approximate the useful life of the facility. If a decommissioning agreement, extension agreement or other successor agreement is not reached, the City of St. Anthony shall be responsible for providing and transferring to the City of Minneapolis, prior to the termination of this agreement on December 31, 2065, a legal and regulatory compliant stormwater facility sufficient to handle flow entering Minneapolis from St. Anthony. 5. Amendments This Agreement may be amended only by a writing signed by all of the parties hereto. 6. Notice Notices to the parties to this Agreement shall be given by electronic delivery, hand delivery or first class mail addressed to the City of Minneapolis Director of Public Works for Minneapolis and the City Manager for St. Anthony, or such other persons as the party may designate. 135 IN WITNESS WHEREOF, the parties hereto have executed this Cooperative Agreement on the 10th day of November, 2015. FOR THE CITY OF MINNEAPOLIS Approved as to Form By: __________________________________ Assistant City Attorney Approved _____________________________ Department Head responsible for Contract Monitoring for this contract Countersigned: ________________________ Finance Officer Designee CITY OF ST. ANTHONY VILLAGE a body corporate By ___________________________ Jerome O. Faust, Mayor Attest _________________________ Mark Casey, City Manager Dated _________________________ 136 APPENDIX A Project Location and Limits 137 THIS PAGE LEFT INTENTIONALLY BLANK 138 CITY OF ST. ANTHONY VILLAGE STATE OF MINNESOTA RESOLUTION 15-067 A RESOLUTION APPROVING THE COOPERATIVE AGREEMENT BETWEEN THE CITY OF ST. ANTHONY AND THE CITY OF MINNEAPOLIS FOR THE ST. ANTHONY RESEARCH FACILITY WHEREAS, the City of St. Anthony and the City of Minneapolis have agreed that the City of St. Anthony will retain ownership of the St. Anthony Research Facility located in the City of Minneapolis approximately 300 feet south of the City limits; and WHEREAS, the City of St. Anthony will be the MS4 Permit Operator of the system under the NPDES rules for the Minnesota Pollution Control Agency; and WHEREAS, the City of St. Anthony and the MWMO will have a separate agreement for the operation and maintenance for the facility. NOW, THEREFORE BE IT RESOLVED, that the St. Anthony Village City Council approves the Cooperative Agreement with the City of Minneapolis for the St. Anthony Research Facility. Adopted this 10th day of November, 2015. _________________________________________ Jerome O. Faust, Mayor ATTEST:____________________________ Nicole Miller, City Clerk Review for Administration: _________________________________________ Mark Casey, City Manager 139 THIS PAGE LEFT INTENTIONALLY BLANK 140 CITY OF ST. ANTHONY VILLAGE STATE OF MINNESOTA RESOLUTION 15-068 CANVASSING BOARD RESOLUTION WHEREAS, on November 3rd, 2015, a general election was held in the City of St. Anthony for the offices of Mayor and Council Member and; WHEREAS, the candidates received the number of votes specified in the Abstract of Votes attached to this Resolution; Now, Therefore, Be It RESOLVED that Jerry Faust, having received the greatest number of votes for the office of Mayor is hereby declared to be elected; and be it further RESOLVED, that Bonnie Brever and Hal Gray, having receiving the greatest number of votes for the office of Council Member are hereby declared to be elected; and be it further RESOLVED, that the City Clerk is hereby directed to transmit a certified copy of these results to the County Auditors of Ramsey and Hennepin counties. Adopted this 10th day of November, 2015. _________________________________________ Jerome O. Faust, Mayor ATTEST:____________________________ Nicole Miller, City Clerk Review for Administration: _________________________________________ Mark Casey, City Manager 141 Abstract of Votes Cast In the Precincts of the City of St. Anthony State of Minnesota at the Municipal General Election Held Tuesday, November 3, 2015 as compiled from the official returns. Summary of Totals City of St. Anthony Tuesday, November 3, 2015 Municipal General Election Number of persons registered as of 7 a.m.5775 Number of persons registered on Election Day 9 Number of accepted regular, military, and overseas absentee ballots and mail ballots 44 Number of federal office only absentee ballots 0 Number of presidential absentee ballots 0 Total number of persons voting 338 Abstract print version 11606, generated 11/6/2015 11:22:17 AM Page 1 of 6 Abstract print version 11606, generated 11/6/2015 11:22:17 AM KEY TO PARTY ABBREVIATIONS NP - Nonpartisan Mayor (St. Anthony) NP JERRY FAUST 296 WI WRITE-IN** 13 Council Member (St. Anthony) (Elect 2) NP BONNIE BREVER 316 NP HAL GRAY 268 WI WRITE-IN** 7 Summary of Totals City of St. Anthony Tuesday, November 3, 2015 Municipal General Election Page 2 of 6 Detail of Election Results City of St. Anthony Tuesday, November 3, 2015 Municipal General Election Precinct Persons Registered as of 7 A.M. Persons Registered on Election Day Total Number of Persons Voting 27 2765 : ST ANTHONY P-01 1499 2 87 27 2770 : ST ANTHONY P-02 2350 1 170 62 0530 : ST ANTHONY P-1 1926 6 81 City of St. Anthony Total:5775 9 338 Page 3 of 6 Detail of Election Results City of St. Anthony Tuesday, November 3, 2015 Municipal General Election Office Title: Mayor (St. Anthony) Precinct NP JERRY FAUST WI WRITE-IN** 27 2765 : ST ANTHONY P-01 74 5 27 2770 : ST ANTHONY P-02 145 8 62 0530 : ST ANTHONY P-1 77 0 Total:296 13 Office Title: Council Member (St. Anthony) (Elect 2) Precinct NP BONNIE BREVER NP HAL GRAY WI WRITE-IN** 27 2765 : ST ANTHONY P-01 81 64 3 27 2770 : ST ANTHONY P-02 163 138 4 62 0530 : ST ANTHONY P-1 72 66 0 Total:316 268 7 Page 4 of 6 We, the legally constituted county canvassing board, certify that we have herein specified the names of the persons receiving votes and the number of votes received by each office voted on, and have specified the number of votes for and against each question voted on, at the Municipal General Election held on Tuesday, November 3, 2015 As appears by the returns of the election precincts voting in this election, duly returned to, filed, opened, and canvassed, and now remaining on file in the office of the City of St. Anthony Clerk. Witness our official signature at ________________________________ in _________________________ County this _____________ day of ______________, 2015. ____________________________________________________________________________ Member of canvassing board ____________________________________________________________________________ Member of canvassing board ____________________________________________________________________________ Member of canvassing board ____________________________________________________________________________ Member of canvassing board ____________________________________________________________________________ Member of canvassing board ____________________________________________________________________________ Member of canvassing board ____________________________________________________________________________ Member of canvassing board Page 5 of 6 State of Minnesota City of St. Anthony I, __________________________________________________, Clerk of the City of St. Anthony do hereby certify the within and foregoing __________________ pages to be a full and correct copy of the original abstract and return of the votes cast in the City of St. Anthony Municipal General Election held on Tuesday, November 3, 2015. Witness my hand and official seal of office this ________ day of ________________, 2015. ______________________________________________ Page 6 of 6 THIS PAGE LEFT INTENTIONALLY BLANK 142 Date Type Staff Present November 24 Regular Ordinance Setting Water & Sewer Rates for 2016 - 2nd Reading Presentation of St. Anthony Police Reserve program CenturyLink Franchise Agreement-2nd Reading Fire Prevention Poster Winners City Council City Manager Finance Director Police Dept Fire Dept November 30 Special 5:30pm Worksession City Council City Manager December 8 Regular Planning Commission items from November Appoint Parks and Planning Commissioners and Chair/Vice Chairs Setting Salary of City Manager Authorinzing Transfers & Closing of Specified Funds Setting the 2016 City & HRA Budgets and Final Property Tax Levy -Public Hearing Ordinance Setting the Water& Sewer Rates for 2016 - final reading 2016 Street Project Approve Plans & Specifications, Authorize Advertisement for Bids CenturyLink Franchise Agreement-3rd Reading & Adoption Wine/Strong Beer Liquor License-Catrinas 2510 Kenzie Terrace 2016 Fee Schedule City Council City Manager Finance Director December 14 Special 5:30pm Worksession City Council City Manager December 22 Regular City Council City Manager January 12 Regular Housekeeping Resolutions Resolution for the Street Improvement Bond Reimbursement Quarterly Donations & Grants Swearing in of new Police Officer City Council City Manager Police Chief January 14 & 15 Special Goal Setting City Council City Manager Department Heads January 26 Regular City Council City Manager City Engineer February 9 Regular Planning Commission items from January 2015 Administrative Annual Report Adoption of Planning Commission Work Plan (motion only) 2016 Street Project Call for Hearing on Improvements, Call for Hearing on Assessments, Order Preparation of Assessments City Council City Manager February 23 Regular City Council City Manager March 8 Regular Planning Commission Items from February 2016 Street Project Public Hearing, Order Improvements, Adopt & Confirm Assessments, Award Contract for Construction, Call for Sale of GO Bonds 2016 Strategic Plan (motion only) City Council City Manager March 14 Special 5:30 p.m.Joint Meeting with Parks Commission City Council City Manager FUTURE COUNCIL AGENDA ITEMS 2015 2016 143 Date Type Staff Present FUTURE COUNCIL AGENDA ITEMS March 22 Regular Adoption of Parks Commission Work Plan (motion only)City Council City Manager March 28 Special 5:30pm Joint meeting with Planning Commission City Council City Manager April 12 Regular Planning Commission Items from March 2016 Street Project Accept Offer for Bonds, Approve Sale of Bonds Quarterly Donations & Grants City Council City Manager April 26 Regular 1st Quarter Goals Update City Council City Manager May 10 Regular Planning Commission Items from April Recognition of Chamber's Villager and Business of the Year City Council City Manager May 24 Regular Salo Park Concert Series Insurance Renewal Tort Limits - Consent City Council City Manager June 14 Regular Planning Commission Items from May Order Feasibility Report for 2017 Street Project City Council City Manager City Engineer June 28 Regular Audit Presentation City Council City Manager Finance Director July 12 Regular Planning Commission items from June Quarterly Donations & Grants Quarterly Goals Update VillageFest Presentation City Council City Manager July 26 Regular Night to Unite Presentation Night to Unite Proclamation City Council City Manager Police Chief August 9 Regular Planning Commission items from July SANB #282 Presentation City Council City Manager August 23 Regular Budget Presentation Liquor Operations Mid-Year Report City Council City Manager Liquor Op Mgr Finance Director September 13 Regular Planning Commission items from August 2017 Preliminary Operating Budget and Levy-Public Hearing 2017 Street Project Accept Feasiblity Report, Order Plans and Specifications City Council City Manager Finance Director September 27 Regular Fire Prevention Presentation Kiwanis Peanut Day City Council City Manager Fire Dept October 11 Regular Planning Commission items from September Quarterly Donations & Grants Certification of Delinquent Accounts City Council City Manager October 25 Regular Quarterly Goals Update Fire Relief Ratifying Pension Benefit Ordinance Setting Fees for 2016 - 1st Reading-Public Hearing City Council City Manager 144 Date Type Staff Present FUTURE COUNCIL AGENDA ITEMS November 8 Regular 2016 General Election City Council City Manager November ?Regular Canvass Election Results from the November 8th General Election Ordinance Setting Water & Sewer Rates for 2017 - 1st Reading-Public Hearing City Council City Manager Items Pending: ~ Worksessions 145