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06-27-2023 City Council AgendaR EG U LAR C IT Y C O U N C IL MEET IN G R IC H F IE L D MU N IC IPAL C E N TE R, C O U N C IL C H AMB E R S J U N E 27, 2023 7:00 P M IN TR O D U C TO RY P R O C E E D IN G S C all to order P ledge of A llegiance Open forum C all into the open forum by dialing 1-415-655-0001 U se webinar access code: 2632 966 9599 and password: 1234. P lease refer to the C ouncil A genda & M inutes web page for additional ways to submit comments. A pproval of the Minutes of the (1) C ity C ouncil Work S ession of J une 13, 2023; (2) C ity C ouncil Meeting of J une 13, 2023; (3) S pecial C losed Meeting of J une 13, 2023; and (4) S pecial C losed Meeting of J une 15, 2023. P R E S E N TATIO N S 1.2023 Gene & Mary J acobsen C itizen of the Year P resentation AG E N D A APPR O VAL 2.A pproval of the A genda O T H E R B U S IN E S S 3.Receipt of the C ity of Richfield A nnual F inancial Report for the fiscal year ended D ecember 31, 2022. S taff Report No. 84 P U B LIC H E AR IN G S 4.P ublic hearing and consider the approval of a new On-S ale W ine and 3.2 P ercent Malt L iquor license, with outside service, for Toma Richfield, L L C dba Toma Mojo Grill, located at 1700 66th S treet E ast. S taff Report No. 80 5.A pprove the second reading and hold a public hearing for an ordinance approving renewal of cable television franchise with C omcast of Minnesota, Inc. S taff Report No. 81 PR O P O S E D O R D IN AN C E S 6.S econd reading of a transitory ordinance providing funding for certain capital improvements from the L iquor C ontribution S pecial Revenue F und. S taff Report No. 82 R E S O L U T IO N S 7.A pproval of a resolution amending the allocation of the 2022 General F und B udget. S taff Report No. 85 8.S ummary of the C ity Manager's annual performance evaluation for the period of J uly 2022 to J une 2023, held on June 13 and June 15, 2023, as required by Minn. S tatutes 13D .05 S ubd. 3(a), and consider a resolution amending the employment agreement between the C ity of Richfield and C ity Manager K atie Rodriguez. S taff Report No. 83 C IT Y MAN AG E R’S R E P O R T 9.C ity Manager's Report C LAIMS AN D PAYR O L LS 10.C laims and P ayroll C O U N C IL D ISC U SSIO N 11.Hats Off to Hometown Hits 12.A djournment Auxiliary aids for individuals with disabilities are available upon request. Requests must be made at least 96 hours in advance to the City Clerk at 612-861-9739. CITY COUNCIL MEETING MINUTES Richfield, Minnesota City Council Work Session June 13, 2023 CALL TO ORDER Mayor Supple called the work session to order at 5:30 p.m. in the Bartholomew Room. Council Members Present: Mary Supple, Mayor; Sean Hayford Oleary; Sharon Christensen; Simon Trautmann; and Ben Whalen Staff Present: Katie Rodriguez, City Manager; Dustin Leslie, City Clerk; Amy Markle, Recreation Services Director; Karl Huemiller, Recreation Programming Manager; Rachel Lindholm, Sustainability Specialist. ITEM #1 DISCUSSION OF DONALDSON PARK IMPROVEMENTS Director Markle provided a presentation about Donaldson Park and spoke about the following: park history, park usage, user groups, challenges, resident needs, reinvestment opportunities, proposed process, and budget considerations. She stated the playground between the fields would be moved from the middle of the fields to make room for a new building. Council Member Trautmann preferred keeping it between the fields and finding a different solution for the building. Director Markle spoke about the location of the playground limiting the building design but would revisit. Council Member Whalen asked if the plans were being funded through CIP funds. Director Markle confirmed. Mayor Supple asked if these plans were already included in the budget. Director Markle replied that they were already included in the budget approved by Council. City Manager Rodriguez and Council Member Whalen discussed debt being used to fund projects and the plan for it going forward. City Manager Rodriguez spoke about the need to reinvest assets and avoiding facilities falling into disrepair as there were a lot of facilities in the city that needed to be fixed. Council Member Whalen spoke about allocating more funding to park maintenance and was willing to put more into the budget using the regular budget rather than just CIP funds. Council Member Trautmann stated the importance of playgrounds in the city for kids and spoke about finding more ways to get people in the parks, such as food trucks. City Council Work Session Minutes -2- June 13, 2023 Council Member Hayford Oleary asked how full the east parking lot would usually get. Director Markle replied that the parking lot was usually full during games. Council Member Hayford Oleary stated staff could look at reducing parking spaces in the future when considering renovations. Council Member Whalen stated he supported the process and agreed with Council Member Trautmann that the playground should stay in the middle of the fields if possible. He further stated that staff could look at reconfiguring the paths. ITEM #2 DISCUSSION OF LOCAL SALES TAX AUTHORIZATION AND REFERENDUM PLANNING Director Markle provided an update to Council stating the question would have to go on the ballot in 2024. She also spoke about the planned education campaign for residents. Council and staff discussed needs for projects that would be funded by the proposed local sales tax. ITEM #3 SUSTAINABILITY PROJECT UPDATES Sustainability Specialist Lindholm gave a presentation to Council focusing on ARPA Municipal Building Energy Improvements and the Community Garden Pilot Project. Council Member Whalen asked if there were reports to go with the ARPA improvements and if there were high level lists of improvements that could be easily shared. Sustainability Specialist Lindholm replied that there were reports for each building and that a spreadsheet of improvements was being maintained. Mayor Supple stated that lighting should be focused on the buildings and away from neighborhoods. Sustainability Specialist Lindholm stated they would make sure of that and that the lighting generally faces down. Council Member Whalen asked if empty plots in the community gardens were due to lack of interest or residents backing out. Sustainability Specialist Lindholm spoke about the community gardens being a pilot project and expected more participation in the future. Council Member Whalen asked if there were plans to expand the community gardens or continue the pilot project as-is. Sustainability Specialist Lindholm replied the current garden has room for expansion. Council Member Trautmann stated he heard concerns from residents about community gardens causing an increase in crime. He asked staff if there were any crime issues due to the garden. Sustainability Specialist Lindholm stated there have been no issues related to crime. City Council Work Session Minutes -3- June 13, 2023 ADJOURNMENT Mayor Supple adjourned the work session at 6:30 pm Date Approved: June 27, 2023 Mary B. Supple Mayor Dustin Leslie Katie Rodriguez City Clerk City Manager CALL TO ORDER The meeting was called to order by Mayor Supple at 7:00 p.m. in the Council Chambers. Council Members Present: Mary Supple, Mayor; Sharon Christensen; Simon Trautmann; Sean Hayford Oleary; and Ben Whalen Staff Present: Katie Rodriguez, City Manager; Mary Tietjen, City Attorney; Amy Markle, Recreation Services Director; Rachel Lindholm, Sustainability Specialist; Melissa Poehlman, Community Development Director; Jay Henthorne, Public Safety Director/Police Chief; and Dustin Leslie, City Clerk PLEDGE OF ALLEGIANCE Mayor Supple led the Pledge of Allegiance. Mayor Supple noted the Open Forum would be held after the Presentations. APPROVAL OF MINUTES M/Whalen, S/Trautmann to approve the minutes of the: (1) City Council Work Session of May 23, 2023; (2) City Council Meeting of May 23, 2023. Motion carried: 5-0 ITEM #1 MINNESOTA PARKS AND RECREATION ASSOCIATION (MRPA) PRESENTATION TO RICHFIELD RECREATION Stephanie Schutta stated it was an honor to be at the meeting on behalf of the MRPA to present the Minnesota Parks and Recreation Association 2022 Award of Excellence to the City of Richfield Recreation Department on the project of Augsburg Adventure Park inclusive playground. She stated the MRPA award committee would also like to recognize Amy Markle, who nominated this project. Director Markle indicated this project brought the community together during the pandemic and it meant a lot to so many people, including herself. She thanked the many people who made this project happen. She stated they wanted to build a playground where everyone could play regardless of age or ability. She thanked the Minnesota Recreation and Parks association for recognizing the board and to the community for supporting it. CITY COUNCIL MEETING MINUTES Richfield, Minnesota Regular Council Meeting June 13, 2023 City Council Meeting Minutes -2- June 13, 2023 Council Member Trautmann thanked the MRPA and he was glad Director Markle was able to be recognized in this way. He congratulated everyone who made this possible. ITEM #2 PROCLAMATION CELEBRATING LGBTQ+ PRIDE MONTH Mayor Supple read aloud the proclamation. Mara Glubka thanked the Mayor and the City for being a good ally to the LGBTQ community. She indicated there was still a lot of work to be done as evidenced by nearly 500 anti LGBTQ Bills that had been introduced with many of them passing this year. She highlighted some of the areas where there was a lot of misinformation going on about transgender youth, including gender ideology and the idea that children were being indoctrinated or groomed. Council Member Whalen thanked her for setting the record straight and he was proud to live in a State where the State Legislature had been aligned with the set of values that had been making Minnesota a safer place. ITEM #3 PROCLAMATION CELEBRATING JUNETEENTH Mayor Supple read aloud the proclamation. Council Member Whalen stated there would be an event this coming Saturday at noon at the bandshell with food and live music. ITEM #4 PROCLAMATION CELEBRATING ELSEN BROTHERS GARAGE Mayor Supple invited the Elsens to accept the proclamation and read aloud the proclamation. Joe Elsen thanked the city for the Proclamation. He did not think his grandfather knew that 132 years later they would still be there. Joe stated on behalf of the entire Elsen family, they were proud to be a part of this community. And a lot of the credit went to his father and his brothers, his grandfather, and his great grandfather. ITEM #5 APPROVAL OF THE AGENDA M/Trautmann, S/Whalen to approve the agenda. Motion carried: 5-0 OPEN FORUM City Council Meeting Minutes -3- June 13, 2023 Mayor Supple reviewed the options to participate: • Participate live by calling 1-415-655-0001 during the open forum portion • Call prior to meeting 612-861-9711 • Email prior to meeting kwynn@richfieldmn.gov Ruane Onesirosan, 2421 W 65th Street, read a letter to the Mayor and Councilmembers regarding Section 147(f) of the IRS code of 1986 as revised on approvals being preceded by a public hearing. She believed the $10,000 bonding issue transaction and approvals were unlawful and unbinding under that IRS section. She indicated the open meeting laws existed to ensure the absence of discussions prior to a meeting. She stated the public was being railroaded and the resident’s concerns and opinions were being discarded and ignored. Larry Ernster, 6727 Elliott Avenue South, questioned why Best Buy originally requested a minimum assessment agreement when their headquarters was valued at over $150 million and real estate properties were rising. He believed Best Buy wanted a minimum assessment agreement to keep their property taxes down when property taxes were going higher. He presented a graph that described what would happen in the last 2 years of the TIF at $60 million. He asked how would the drop in commercial property tax be accommodated without shifting the tax burden to the taxpayers. Mary Best, 6727 Elliott Avenue South, stated she had lived in Richfield her entire life and had always been proud of the Richfield, but she wasn’t so sure anymore. She indicated Richfield had many changes in the last 25 years and the City was not same as then the TIF agreement was signed by Best Buy 23 plus years ago. She stated she was a concerned citizen who was disputing the Best Buy information. She asked how would they keep her taxes from going up every year, sometimes by double digits. She noted property values were going up all over the country, but Best Buy was asking for a decrease in their value so they don’t have to pay so much. She asked if they could manipulate their property value, how much was the Best Buy land really worth, and how does the evaluation change so quickly, and who changes the value. She stated she did not want her taxes to go up. Isaac Contreras stated he was the Twin Cities chapter past president and current Director of Governmental Affairs Committee of NAHREP Twin Cities, the National Association of Hispanic real estate professionals. He indicated he wanted to dispel some misconceptions about being on their Board or a member of their association. He stated they looked for members who were interested in their mission which was to advance sustainable Hispanic home ownership. He noted the Latino population in Richfield had grown and was in the top 5 cities in the State in terms of Latino population and the Latino’s wanted to make a better life for themselves and their families. Dave Kunert stated he owned the building at 6621 Penn and he wanted to have a CBD business there. He asked what the council was feeling about having a business at that location. He asked if the moratorium would be revisited. Mike Gowlik stated he was the CEO of Nature and Wellness, which was a cannabis company. He indicated he empowered people to open up their own businesses, while advocating for wellness in this industry. He indicated he took the business seriously and if the City was going to award anybody a position to have a professional environment within the City, he encouraged them to line themselves up with his management system and franchise. He stated he would ensure they were run at the highest level of professionalism possible. ITEM #5 CONSENT CALENDAR City Manager Rodriguez presented the consent calendar. City Council Meeting Minutes -4- June 13, 2023 A. Consider approval of an extension to the temporary easement grated to Hennepin County for the Country State Aid Highway No. 52/Nicollet Avenue Safety Improvement Project at 70th Street. (Staff Report No. 67) B. Consider the approval of setting a public hearing to be held on June 27, 2023, to consider the issuance of new On-Sale Wine and 3.2 Percent Malt Liquor licenses for Toma Richfield, LLC dba Toma Mojo Grill, located at 1700 66th Street East. (Staff Report No. 68) C. Consider the approval of an agreement for Prosecution Services in the City of Richfield and H/J Law. (Staff Report No. 69) D. Consider a two-part request: Site plan review and a two-stall parking variance for Afghan Halal Supermarket at 6626 Penn Avenue South. (Staff Report No. 70) RESOLUTION NO. 12099 RESOLUTION APPROVING A SITE PLAN AND A TWO STALL PARKING VARIANCE AT 6626 PENN AVENUE SOUTH E. Consider adoption of a resolution authorizing the City of Richfield to accept grant funds in the amount of $2,962.40 and enter into a Source Water Protection Grant Agreement with the Minnesota Department of Health (MDH) to develop, distribute, and make available a packet of information specific to the City’s Wellhead Protection Plan. (Staff Report No. 71) RESOLUTION NO. 12100 RESOLUTION AUTHORIZING THE CITY OF RICHFIELD TO ACCEPT GRANT FUNDS IN THE AMOUNT OF $2,962.40 AND ENTER INTO A SOURCE WATER PROTECTION GRANT AGREEMENT (SWIFT CONTRACT NUMBER 229726) WITH MINNESOTA DEPARTMENT OF HEALTH TO DEVELOP, DISTRIBUTE, AND MAKE AVAILABLE A PACKET OF INFORMATION SPECIFIC TO THE CITY’S WELLHEAD PROTECTION PLAN F. Consider Approval of a resolution updating the Public Purpose Expenditure Policy. (Staff Report No. 72) RESOLUTION NO. 12101 RESOLUTION APPROVING THE PUBLIC PURPOSE EXPENDITURE POLICY G. Consider a resolution authorizing submittal of a grant application by Beacon Interfaith Housing Collaborative to Minnesota Brownfields for environmental investigation at 6613-25 Portland Avenue. (Staff Report No. 73) RESOLUTION NO. 12102 RESOLUTION AUTHORIZING SUBMITTAL OF A GRANT APPLICATION TO MINNESOTA BROWNFIELDS FOR ENVIRONMENTAL INVESTIGATION AT 6513-25 PORTLAND AVENUE H. Authorize a first reading of an ordinance approving renewal of a cable television franchise with Comcast of Minnesota, Inc., and schedule a public hearing and second reading for June 27, 2023. (Staff Report No. 74) City Council Meeting Minutes -5- June 13, 2023 I. Consider adoption of a resolution authorizing the City to affirm the monetary limits on statutory municipal tort liability. (Staff Report No. 75) RESOLUTION NO. 12103 RESOLUTION AFFIRMING MUNICIPAL TORT LIABILITY LIMITS ESTABLISHED BY MINNESOTA STATUTES 466.04 J. First reading of a transitory ordinance providing funding for certain capital improvements from the Liquor Contribution Special Revenue Fund. (Staff Report No. 76) M/Whalen, S/Hayford Oleary to approve the consent calendar. Council Member Hayford Oleary stated he did not have any concerns and welcomed the Afghan Halal Supermarket on Penn. He indicated this was an interesting example of parking issues he had raised in the past and with no off-street parking here. He believed the variance was justified and he was glad they went out of their way to make it work. He stated he was excited to welcome the supermarket to the community and thanked them for their willingness to be a useful test case on minimal parking. Council Member Trautmann expressed excitement to have the supermarket come into Ward One. He recognized Masehullah Sahil and his business partner and welcomed them to the City. Maria Lata Hill indicated they were the first Afghans to come to Minneapolis and now there are over 2,000 Afghan individuals living in Minnesota. She thanked every Minnesotan who came forward to help the new Afghan community members and she thanked the City of Richfield for supporting them in their plan. Council Member Trautmann believed this business was an incredible asset in addition to the authentic Afghan food. Motion carried: 5-0 ITEM #7 CONSIDERATION OF ITEMS, IF ANY, REMOVED FROM CONSENT CALENDAR None. ITEM #8 CONSIDER A REQUEST TO MODIFY (2024) AND THEN TERMINATE (2025) BEST BUY’S MINIMUM ASSESSMENT AGREEMENT. Council Member Trautmann presented the Staff Report. Director Poehlman explained why the minimum assessment agreement was in place, and what its intended purpose was. She noted the base taxes were paid on the $20 million and that would stay regardless of what was done tonight and the residents were not being asked to make up any loss as a result of what was done at this meeting. She stated property values were set by the County and the City did not have anything to do with the property values. She indicated the agreement before the Council at this meeting was a compromise and staff believed this protected the HRA and the City going forward from litigation, it maintained the HRA, the City’s budget throughout the life of the test TIF District, the money they were able to recoup, and make sure that in the next 2.5 years they were not seeing a City Council Meeting Minutes -6- June 13, 2023 reduction of the work that the HRA could do. She stated they were actually coming out ahead. With respect to Best Buy, this would allow them to go to the County and discuss what the true value of their property was. She stated the staff and Best Buy had worked hard to come to this compromise and staff was recommending this be approved because they believed it was a good path forward for everyone. Council Member Trautmann asked if the $1,000 valuation of the property didn’t change the total valuation, but it was recognizing the increase of the land at the same price, so it was not a tax break. Director Poehlman responded that was correct and the property value was broken down by the value of the land and the value of the structure and it has simply shifted the value of the structure to the land. She noted the value of the land had gone up over the past several years. M/Trautmann, S/Hayford Oleary to approve Resolution Approving Agreements with Best Buy Co., Inc. RESOLUTION NO. 12104 RESOLUTION APPROVING AGREEMENTS WITH BEST BUY CO., INC. Council Member Hayford Oleary noted a resident at the Open Forum had shown a graph that seemed to suggest that agreeing to a lower amount would have a permanent decades long effect on the level at which it would be assessed, but it was his understanding that no matter when the TIF district was up, the minimum assessment agreement went away no matter what was decided tonight and in 2030 the assessed value would be the fair market value of that property with or without a change to the assessment agreement. Director Poehlman responded that was true and the TIF District would be decertified on December 21, 2025 and going forward from there, the City would have no say in what the value would be. Council Member Whalen pointed out when this is done, the share of City taxes paid by anyone other than Best Buy compared to the percentage they are paying, will shift and will be receiving more from Best Buy. He acknowledged no one disagreed that the market had changed and the Best Buy property was not worth what it was at the start of the TIF, but the City would still be receiving more money. He clarified that the minimum assessment agreement was just a minimum and it was never arbitrarily lowering the property value; it only stopped it from going lower. He appreciated all of the work that went into this compromise and he believed it was reasonable. Mayor Supple asked if Best Buy’s property value went to 60 million, and the assessor came out and said it was worth 80 million, would Best Buy pay taxes on the 80 million. Director Poehlman responded that was correct and explained the amount coming to the City would not change and what was changing was the amount of the increment. Mayor Supple noted while the County, the School District, and the City amounts would not change, there were other governmental entities such as the State of Minnesota that receives money and was not a part of the TIF agreement. Director Poehlman responded that was correct and the State was paid the full value, so the State has been reaping the full benefit of the minimum assessment agreement. If the value dropped below that minimum assessment the taxes that went to the State will drop. Mayor Supple inquired about the timeline. Director Poehlman stated State Statute said that in order to modify or terminate a minimum assessment agreement, the City, the County, and the school board must approve that agreement, and it must be recorded by June 30 of that year, in order to be effective for the following tax valuations. Mayor Supple asked if Best Buy had requested the school board or the County go forward. Tracy Smith, an employee of Best Buy approached the podium. Ms. Smith responded they were not on any of those agendas yet but they had had conversations and they are waiting to see what happened at this meeting. City Council Meeting Minutes -7- June 13, 2023 Council Member Hayford Oleary believed staff and Best Buy had reached what seemed to be a reasonable agreement. He acknowledged there was an estimated loss, but as noted this was a compromise and it was not perfect however litigation and staff time was not free either, so in the end he believed this was a better deal for the City and other possible outcomes and he would be supporting this. Council Member Trautmann thanked staff and Best Buy for this compromise. He acknowledged not everyone was thrilled with it, but it was a good settlement. He stated he had made a comment a couple of weeks ago about bad faith and he wanted to make it clear that he never meant to question anyone’s integrity in this process and he believed everyone conducted themselves in good faith. Mayor Supple thanked the staff for all of the time that was spent on behalf of the City in the good faith negotiations with Best Buy. She stated her top priority had always been what was best for the City as a whole and it had been made clear earlier in the negotiation process that there should be no financial loss to the HRA and this proposal did a better job of meeting that criterion. She indicated they worked to make sure local taxpayers were protected, but it was also fair to Best Buy, who was the City’s largest employer and Best Buy’s success helped the community as a whole. She indicated reaching a fair agreement mitigated many risks and uncertainty while allowing them to move forward as a community. Motion carried: 5-0 ITEM #9 CONSIDER THE APPROVAL OF RECOMMENDED CLIMATE ACTION PLAN (CAP), PRIORITIZED ACTIONS FOR IMPLEMENTATION FROM 2023-2026 AND THE RELATED AMENDMENT IN THE CITY’S STRATEGIC PLAN. (STAFF REPORT NO. 77) Council Member Whalen presented Staff Report 77. M/Whalen, S/Trautman to approve the three recommended cap actions and amend them into the strategic plan. Staff recommend counsel and executive leadership establish clear guidance and direction for the participation in support of the cap implementation actions by all city of Richfield departments. Council Member Whalen thanked staff and he had not anticipated how helpful this would be. He was excited this was one of the City’s top priorities and they have a plan to work across all of the departments. Mayor Supple lifted up and thanked the Sustainability Commission who gave staff a lot of feedback. Motion carried: 5-0 ITEM #10 CITY MANAGER’S REPORT City Manager Rodriguez stated she had no report. Council Member Hayford Oleary requested staff give an update at the next meeting on the question of the moratorium for the CBD business that was brought up at the Open Forum. ITEM #11 CLAIMS AND PAYROLL City Council Meeting Minutes -8- June 13, 2023 M/Whalen, S/Trautmann that the following claims and payrolls be approved: U.S. BANK 06/13/2023 A/P Checks: 314569 – 314951 $2,175,444.49 Payroll: 179035 – 179373 43646 $748,220.04 TOTAL $2,923,664.53 Motion carried: 5-0 ITEM #12 HATS OFF TO HOMETOWN HITS Council Member Hayford Oleary stated the neighborhood at 64th and Grand welcomed the Mayor and himself last week to discuss some of their concerns about development and traffic. He thanked them for a productive discussion. He thanked the City staff who had come with. He stated he was excited about the State law changes to traffic laws for bikes. Council Member Trautmann gave hats off to Masehullah Sahil, the new Halal Supermarket owner, for his vision on the functionality of Main Street on the west side of Richfield. Council Member Christensen stated she had the opportunity to go with a group of people this past weekend to Fireside Foundry at 6736 Penn where the food and service was excellent, even though they were short staffed. Council Member Whalen stated tonight was the kickoff for music at the bandshell at Veterans Park. He reminded residents not to water their yard in the middle of the day, which was technically illegal in the City. He recommended residents water before 10 or 11 a.m. or after dinner. He thanked and gave hats off to the water utility staff for emailing him when he accidentally left a sprinkler on in his garden overnight. Mayor Supple gave hats off to the Class of 2023 and the graduates. She lifted up the Juneteenth Celebration and noted before the celebration there would be a Freedom Walk at 11:30 a.m. at Veteran’s Park Memorial which would end at the bandshell where there would be a celebration with live music, guest speakers, community resources, and local vendors from noon until 4 p.m. ITEM #13 CLOSED EXECUTIVE SESSION REGARDING THE CITY MANAGER’S ANNUAL PERFORMANCE EVALUATION. (STAFF REPORT NO. 78) M/Hayford Oleary, S/Trautmann to recess the meeting to enter and hold a closed meeting for the purposes of conducting a performance evaluation of City Manager Katie Rodriguez, pursuant to Minnesota Statutes Section 13D.05, subd. 3(a). Motion carried: 5-0. M/Hayford Oleary, S/Whalen, to go back into the Open Meeting. Motion carried: 5-0. City Council Meeting Minutes -9- June 13, 2023 Mayor Supple stated the Council just conducted a closed session for a performance evaluation of the City Manager. The Council would be holding another closed performance evaluation meeting on June 15, 2023. And as required by law the Council would be providing a summary of the performance evaluation at its next regular meeting on June 27, 2023. ITEM #14 ADJOURNMENT M/Trautmann, S/Hayford Oleary to adjourn the meeting at 9:50 p.m. Motion carried: 5-0 Date Approved: June 27, 2023 Mary B. Supple Mayor Dustin Leslie Katie Rodriguez City Clerk City Manager CITY COUNCIL MEETING MINUTES Richfield, Minnesota Special Closed City Council Meeting June 13, 2023 CALL TO ORDER The special closed meeting was called to order by Mayor Mary Supple at 8:34 p.m. in the Babcock Room. Council Members Present: Mary Supple, Mayor; Simon Trautmann; Sean Hayford Oleary; Ben Whalen; Sharon Christensen Staff Present: None ITEM #1 CONDUCT A PERFORMANCE EVALUATION OF CITY MANAGER KATIE RODRIGUEZ, PURSUANT TO MINN. STAT. 13D.05, SUBD. 3(A). The Special Closed Session was conducted pursuant to Minnesota State Statute 13D.05, subd. 3(a). ADJOURNMENT The special closed meeting was adjourned by unanimous consent at 9:35 p.m. Date Approved: June 27, 2023 Mary B. Supple Mayor Dustin Leslie Katie Rodriguez City Clerk City Manager CITY COUNCIL MEETING MINUTES Richfield, Minnesota Special Closed City Council Meeting June 15, 2023 CALL TO ORDER The special closed meeting was called to order by Mayor Mary Supple at 4:00 p.m. in the Babcock Room. Council Members Present: Mary Supple, Mayor; Sean Hayford Oleary; Ben Whalen; Sharon Christensen Council Members Absent: Simon Trautmann Staff Present: Katie Rodriguez, City Manager ITEM #1 CONDUCT A PERFORMANCE EVALUATION OF CITY MANAGER KATIE RODRIGUEZ, PURSUANT TO MINN. STAT. 13D.05, SUBD. 3(A). The Special Closed Session was conducted pursuant to Minnesota State Statute 13D.05, subd. 3(a). ADJOURNMENT The special closed meeting was adjourned by unanimous consent at 5:06 p.m. Date Approved: June 27, 2023 Mary B. Supple Mayor Dustin Leslie Katie Rodriguez City Clerk City Manager AGENDA SECTION:PRESENTATIONS AGENDA ITEM #1. CIT Y COUNCIL ME E T ING 6/27/2023 RE P O RT P RE PA RE D B Y: Jay Henthorne, D irector of P ublic S afety/C hief of P olice D E PA RTME NT D IRE C TO R RE V IE W: Jay Henthorne, D irector of P ublic S afety/C hief of P olice 6/20/2023 O THE R D E PA RTM E NT RE V IE W: C ITY MA NA G E R RE V IE W: K atie Rodriguez, C ity Manager 6/22/2023 I T E M F O R C O UNC IL C O NS ID E RAT I O N: 2023 Gene & Mary Jacobsen Citizen of the Year Presentation E X E C UT IV E S UM M ARY: The Richfield Human Rights Commission has selected a Citizen of the Year award recipient since 1971. The award is given to a family, group, organization, business or individual who lives or works in Richfield and whose actions demonstrate an awareness and commitment to the attitudes and practices that foster human understanding, tolerance and the spirit of human relations. The Human Rights Commission has awarded the 2023 Gene and Mary J acobsen Outstanding Citizen award to J oe Carr. J oe is a well known figure in Richfield and the Twin Cities, due to his annual lemonade stand that has raised funds for Gillette Children's’ Hospital. In the five years of the stand, he has raised over $40,000 to benefit patients and their families. J oe, has been a tireless advocate for those with Cerebral Palsy and various other cognitive and physical challenges. J oe, a lifetime resident and proud product of the Richfield School District, has been a friend, example, and advocate for his fellow students throughout his academic career. J oe’s charismatic personality, sense of humor and determination has been an inspiration to those who may be uncomfortable with those unlike themselves. J oe gives back by using social media to raise thousands of dollars more to support those and other activities to allow him and others a plethora of activities to choose from. J oe is committed to promoting the human right of those with physical and cognitive challenges to be treated with the respect they deserve. As J oe often says: people with special needs don’t want anything extra, we want to be treated the same as everyone else. RE C O M M E ND E D AC T I O N: B AS IS O F RE C O M M E ND AT I O N: A.H IS TOR IC AL C ON T E X T See Executive Summary B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): C.C R IT IC AL T IMIN G IS S U E S: D.F IN AN C IAL IMPAC T: E.L E GAL C ON S ID E R AT ION: ALTE R N AT IV E R E C O MME N D ATIO N(S): P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: Kim J acobsen J oe Carr AGENDA SECTION:OTHER BUSINESS AGENDA ITEM #3. STAFF RE P ORT NO. 84 CIT Y COUNCIL ME E T ING 6/27/2023 RE P O RT P RE PA RE D B Y: K umud Verma, F inance D irector D E PA RTME NT D IRE C TO R RE V IE W: O THE R D E PA RTM E NT RE V IE W: C ITY MA NA G E R RE V IE W: K atie Rodriguez, C ity Manager 6/22/2023 I T E M F O R C O UNC IL C O NS ID E RAT I O N: Receipt of the City of Richfield Annual Financial Report for the fiscal year ended December 31, 2022. E X E C UT IV E S UM M ARY: As required by state law all general purpose local governments must be audited in accordance with U.S. generally accepted auditing standards by a firm of licensed certified public accountants. I n addition, state law also requires that local governments publish within six months of the close of each fiscal year a complete set of financial statements presented in conformance with U.S. generally accepted accounting standards unless a formal extension is applied for and accepted. Accordingly, the City's auditing firm, BerganK D V, Ltd. has completed the annual audit of the City's financial records and has issued an unmodified opinion on those records for the fiscal year ended December 31, 2022. The financial statements will be published locally and will be submitted to the Government Finance Officers Association for the Certificate of Achievement for Excellence in Financial Reporting program. I n addition, the annual report will be filed to the Office of the State Auditor pursuant to State law. Therefore, staff presents to the City Council, the Annual Financial Report for fiscal year ended December 31, 2022. RE C O M M E ND E D AC T I O N: By Motion: Accept the Annual Financial Report of the City for the year ended December 31, 2022. B AS IS O F RE C O M M E ND AT I O N: A.H IS TOR IC AL C ON T E X T The City's auditing firm, BerganK D V, Ltd. has completed the annual audit of the City's financial records for the fiscal year ended December 31, 2022. As part of the audit, BerganK D V, LTD. has issued an unmodified opinion on the City's financial statements for the year ending December 31, 2022. A representative of BerganK D V, LTD. will be present at the tonight's Council meeting to make a brief presentation on the 2022 financial information and answer questions. I n addition, the Annual Report will be submitted to the State of Minnesota pursuant to State law and to the Government Finance Officers Association for the Certificate of Achievement for Excellence in Financial Reporting program. B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): The action that should be taken at the J une 27, 2023 City Council meeting is the official receipt of the December 31, 2022 City of Richfield Annual Financial Report by the City Council. The City's auditor has performed an audit of the City's financial records for the year ended December 31, 2022 and prepared reports to the City Council concerning legal compliance and internal controls. C.C R IT IC AL T IMIN G IS S U E S: Action on this item is requested at the J une 27, 2023 City Council meeting as there is a reporting deadline with the State of Minnesota. D.F IN AN C IAL IMPAC T: E.L E GAL C ON S ID E R AT ION: The Annual Report will be submitted to the State of Minnesota, pursuant to State law. The Annual Report will be published in the Sun Current in J uly. ALTE R N AT IV E R E C O MME N D ATIO N(S): None P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: Representative form BerganK D V AT TAC H ME N T S: D escription Type 2022 A nnual C omprehensive F inancial Report B ackup Material 2022 A udit C ommunications L etter B ackup Material 2022 S chedule of E xpenditures of F ederal Awards and Independent A uditor's Reports B ackup Material CITY OF RICHFIELD RICHFIELD, MINNESOTA ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 PREPARED BY: FINANCE DEPARTMENT Member GFOA of U.S. and Canada THIS PAGE IS LEFT BLANK INTENTIONALLY CITY OF RICHFIELD, MINNESOTA ANNUAL COMPREHENSIVE FINANCIAL REPORT TABLE OF CONTENTS FOR THE YEAR ENDED DECEMBER 31, 2022 Page No. Introductory Section Letter of Transmittal 9 GFOA Certificate of Achievement for Excellence in Financial Reporting 14 City Officials 15 Organizational Chart 16 Financial Section Independent Auditor's Report 19 Management’s Discussion and Analysis 23 Basic Financial Statements Government-wide Financial Statements Statement of Net Position 35 Statement of Activities 36 Fund Financial Statements Governmental Funds Balance Sheet 40 Reconciliation of the Balance Sheet to the Statement of Net Position 41 Statement of Revenues, Expenditures and Changes in Fund Balances 42 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities 43 Statement of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual - General Fund 44 Statement of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual - Ice Arena Special Revenue Fund 45 Elections Special Revenue Fund 47 Proprietary Funds Statement of Net Position 48 Statement of Revenues, Expenses and Changes in Net Position 51 Statement of Cash Flows 52 Fiduciary Funds Statement of Fiduciary Net Position 54 Statement of Changes in Fiduciary Net Position 55 Notes to the Financial Statements 57 Required Supplementary Information Schedule of Employer’s Share of Public Employees Retirement Association Net Pension Liability - General Employees Retirement Fund 92 Schedule of Employer’s Public Employees Retirement Associatio n Contributions - General Employees Retirement Fund 92 Notes to the Required Supplementary Information - General Employees Retirement Fund 93 Schedule of Employer’s Share of Public Employees Retirement Association Net Pension Liability - Public Employees Police and Fire Fund 95 Schedule of Employer’s Public Employees Retirement Association Contributions - Public Employees Police and Fire Fund 95 Notes to the Required Supplementary Information - Public Employees Police and Fire Fund 96 Schedule of Changes in the City’s Total OPEB Liability and Related Ratios 98 3 CITY OF RICHFIELD, MINNESOTA ANNUAL COMPREHENSIVE FINANCIAL REPORT TABLE OF CONTENTS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 2022 Page No. Combining and Individual Fund Financial Statements and Schedules Nonmajor Governmental Funds Combining Balance Sheet 100 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 101 Nonmajor Special Revenue Funds Subcombining Balance Sheet 102 Subcombining Statement of Revenues, Expenditures and Changes in Fund Balances 104 Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual Liquor Contributions Special Revenue Fund 107 Tourism Admin Special Revenue Fund 108 Communications Special Revenue Fund 109 Drug/Forfeiture Special Revenue Fund 110 Public Safety Compliance Special Revenue Fund 111 Recreation Contribution Special Revenue Fund 112 Nature Center Contribution Special Revenue Fund 113 Public Health Grants Special Revenue Fund 114 Wood Lake Half Marathon Special Revenue Fund 115 Utility Franchise Fees Special Revenue Fund 116 Swimming Pool Special Revenue Fund 117 Special Facilities Special Revenue Fund 118 General Fund Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual 119 Internal Service Funds Combining Statement of Net Position 124 Combining Statement of Revenues, Expenses and Changes in Net Position 125 Combining Statement of Cash Flows 126 Summary Financial Report Revenues and Expenditures for General Operations - Governmental Funds 127 Supplementary Financial Information Housing and Redevelopment Authority Combined Balance Sheet 130 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 131 Housing Choice Vouchers Financial Data Schedules – Balance Sheet 132 Housing Choice Vouchers Financial Data Schedules – Income Statement 133 Economic Development Authority Balance Sheet 134 Statement of Revenues, Expenditures and Changes in Fund Balances 135 4 CITY OF RICHFIELD, MINNESOTA ANNUAL COMPREHENSIVE FINANCIAL REPORT TABLE OF CONTENTS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 2022 Table No. Page No. Statistical Section (Unaudited) Financial Trends Net Position by Component 1 138 Changes in Net Position 2 140 Fund Balances of Governmental Funds 3 144 Changes in Fund Balances of Governmental Funds 4 146 Revenue Capacity Assessed Value and Estimated Actual Value of Taxable Property 5 148 Property Tax Rates - Direct and Overlapping Governments 6 149 Principal Property Taxpayers 7 150 Property Tax Levies and Collections 8 151 Ratios of Outstanding Debt by Type 9 152 Ratios of General Bonded Debt Outstanding 10 153 Debt Capacity Computation of Direct and Overlapping Debt 11 155 Legal Debt Margin Information 12 156 Revenue Bond Coverage 13 158 Demographic and Economic Information Demographic and Economic Statistics 14 159 Principal Employers 15 160 Operating Information Full-time Equivalent City Government Employees by Function 16 161 Operating Indicators by Function 17 162 Capital Asset Statistics by Function 18 163 5 THIS PAGE IS LEFT BLANK INTENTIONALLY 6 INTRODUCTORY SECTION CITY OF RICHFIELD RICHFIELD, MINNESOTA FOR THE YEAR ENDED DECEMBER 31, 2022 7 THIS PAGE IS LEFT BLANK INTENTIONALLY 8 Finance Department 6 7 0 0 P O R T L A N D A V E N U E , R I C H F I E L D , MI N N E S O T A 5 5 4 2 3 6 1 2 . 8 6 1 . 9 7 0 0 FA X : 6 1 2 . 8 6 1 . 9 7 15 w w w . ri c h f i e l d m n . g o v A N E Q U A L O P P O R T U N I T Y E MP L O Y E R MAYOR MARIA REGAN GONZALEZ CITY COUNCIL SEAN HAYFORD OLEARY MARY SUPPLE SIMON TRAUTMANN BEN WHALEN CITY MANAGER KATIE RODRIGUEZ June 20, 2023 The Honorable Mayor, Members of the City Council, and Citizens of the City of Richfield, Minnesota State law requires that all general-purpose local governments publish within six months of the close of each fiscal year a complete set of financial statements presented in conformance with U.S. generally accepted accounting principles (GAAP) and audited in accordance with U.S. generally accepted auditing standards by a firm of licensed certified public accountants. Pursuant to that requirement, we hereby issue the annual comprehensive financial report of the City of Richfield for the fiscal year ended December 31, 2022. This report consists of management’s representations concerning the finances of the City of Richfield. Consequently, management assumes full responsibility for the completeness and reliability of all the information presented in this report. To provide a reasonable basis for making these representations, management of the City of Richfield has established a comprehensive internal control framework that is designed both to protect the government’s assets from loss, theft, misuse and to compile sufficient reliable information for the preparation of the City of Richfield’s financial statements in conformity with GAAP. Because the cost of internal controls should not outweigh their benefits, the City of Richfield’s comprehensive framework of internal controls has been designed to provide reasonable rather than absolute assurance that the financial statements will be free from material misstatement. As management, we assert that, to the best of our knowledge and belief, this financial report is complete and reliable in all material respects. The City of Richfield’s financial statements have been audited by BerganKDV, a firm of licensed certified public accountants. The goal of the independent audit was to provide reasonable assurance that the financial statements of the City of Richfield for the fiscal year ended December 31, 2022, are free of material misstatement. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; assessing the accounting principles used and significant estimates made by management; and evaluating the overall financial statement presentation. The independent auditor concluded, based upon the audit, that there was a reasonable basis for rendering an unmodified opinion that the City of Richfield’s financial statements for the fiscal year ended December 31, 2022, are fairly presented in conformity with GAAP. The independent auditor’s report is presented as the first component of the financial section of this report. The independent audit of the financial statements of the City of Richfield was part of a broader, federally mandated “Single Audit” designed to meet the special needs of federal grantor agencies. The standards governing Single Audit engagements require the independent auditor to report not only on the fair presentation of the financial statements, but also on the audited government’s internal controls and compliance with legal requirements, with special emphasis on internal controls and legal requirements involving the administration of federal awards. Those reports are available in the City of Richfield’s separately issued Special Purpose Audit Reports. 9 GAAP requires that management provide a narrative introduction, overview, and analysis to accompany the basic financial statements in the form of Management’s Discussion and Analysis (MD&A). This letter of transmittal is designed to complement MD&A and should be read in conjunction with it. The City of Richfield’s MD&A can be found immediately following the report of the independent auditors. Profile of the Government The City was incorporated on February 26, 1908. Since 1964, the City has operated under a council/manager form of government, as authorized by its charter, and exists under the laws of the State of Minnesota. The City has a population of 36,994 (2020 Census) and covers an area of approximately seven square miles. Located in Hennepin County, Richfield is the first suburb south of Minneapolis. Richfield is bordered on the north by the Crosstown Highway 62; bordered on the east by the Minneapolis-St. Paul International Airport; bordered on the south by Interstate 494; and bordered on the west by Xerxes Avenue and the City of Edina. In addition, Interstate 35W, the major north/south thoroughfare in the Twin City area, runs north/south through the middle of Richfield. The city of Richfield provides a full range of services, including police and fire protection; the construction and maintenance of streets and other infrastructure; and recreational activities and cultural events. The City of Richfield also operates four municipal liquor stores, water and sewer utility, storm water utility, a two-sheet ice arena, a municipal swimming pool and a mini golf course. The annual budget serves as the foundation for the City of Richfield’s financial planning and control. All departments of the City are required to submit requests for appropriation to the City Manager. The City Manager uses these requests as the starting point for developing a proposed budget. The City Manager then presents this proposed budget to the City Council for review prior to September 15. The Council is required to hold public hearings on the proposed budget and to adopt a final budget by no later than the last date established by law for the County Auditor to levy taxes. Budget-to-actual comparisons are provided in this report for each individual governmental fund for which an appropriated annual budget has been adopted. For the general fund and the ice arena fund this comparison is presented in the Required Supplementary Information section. For nonmajor governmental funds with appropriated annual budgets, this comparison is presented in the combining and individual fund statements and schedules. Factors Affecting Financial Condition Richfield was initially developed as a residential community. Many residents work at the adjacent airport, in the downtown Minneapolis-St. Paul area or on the I-494 strip. Richfield's commercial/industrial base is comparatively small when looking at other Twin City metropolitan area communities. When viewing the total estimated market value of the community, approximately 68% of the market value is comprised of residential properties, 17% apartments, and only 15% commercial/industrial property. Despite the limited commercial/industrial tax base, approximately 15,500 workers commute into the city compared to 19,100 who work outside the city according to 2019 U.S. Census Bureau data. The City continues to build a more diversified tax base, including more commercial development. However, over 99% of the land area in Richfield is already developed. Commercial development in Richfield is a more complex process that requires extensive redevelopment and often the use of tax increment financing assistance. Since 1975, the City has created twenty-one tax increment districts. These tax increment districts were formed to help transform areas which are becoming market obsolete into a more vital commercial tax base. The City has transformed itself as a result of this redevelopment which includes not only commercial, but residential developments. Consequently, as the tax increment districts decertify, the City will realize the full market value benefit of these districts. The City has had one district decertified in 1993, one in 1996, one in 2002, a fourth district decertified in 2010, with a fifth district decertified in 2012, 10 and two more decertified in 2019. In the current TIF districts, the market value has increased by 460%. In addition to the City’s efforts in commercial redevelopment, several housing programs have been established to encourage reinvestment in the City’s housing stock. The City enjoys an AA+ bond rating and an Aa2 bond rating from Standard and Poor’s and Moody’s respectively. Long-term Financial Planning The Metropolitan Council requires all cities in the seven-county metropolitan area to have a Comprehensive Plan and State law requires cities to update their plans every 10 years. The Comprehensive Plan guides development and redevelopment and addresses changes likely to occur due to various social and market forces. The City’s 2040 Comprehensive Plan was adopted in 2020. In addition, the City engages in long-term financial and capital planning on an annual basis. The objective of this process is to provide a framework for decision making required to identify and implement strategies that will assure long-term community viability. Accordingly, outcomes of the process include promotion of long-term community affordability and livability, reinvesting in the City’s housing stock to position the City to compete with other communities, addressing transportation impacts within the City, establish a financial framework to maintain and replace the City’s physical and technical infrastructure, and review options and opportunities to improve delivery of City services. Relevant Financial Policies The City has adopted a set of financial management policies that focus on such areas as capital budgeting, revenue policies, debt management, general fund balances, cash and investments, risk management and operating budgets. The City has established a fund balance policy for the general fund with a goal of maintaining an unassigned fund balance of 40% of general fund expenditures. At the end of 2022, the unassigned fund balance of the general fund is at 40% of general fund expenditures. Major Initiatives Major initiatives in 2022 included the following: Right Of Way Improvements: • 77th Street Underpass - This project will extend 77th Street under Trunk Highway 77, connecting to the 24th Avenue Interchange at I-494. This project will provide regional access to the Minneapolis-St. Paul International Airport and to the Mall of America. The project also completes the last link in the local ring route that, together with the additional access, is needed for access changes along I-494. The total estimated cost is $24,210,000. Construction began in 2021 and is estimated to be completed in 2023. • 65th Street Reconstruction – This project will include reconstruction of 65th Street from 66th Street to Nicollet Avenue including renewal/replacement of underground utilities and additional storm water capacity to improve system response to substantial rain events. The streetscape improvements include the addition of a sidewalk on the south side of the road and a trail on the north side, as well as a boulevard to allow for winter snow clearing of those features. The total estimated project cost is $12,900,000. Construction began in 2022 and is estimated to be completed in 2023. • Sanitary Sewer Lining - The wastewater collection system was installed in the late 1950’s and mainly consists of VCP (Vitrified Clay Pipe). As staff performs ongoing 11 maintenance and television inspections, they encounter areas with tree root intrusion and/or pipes that have cracks. To preserve the level of service to our users these pipes should be lined which consists of the installation of a coating in the existing clay pipe which extends the life of the line to 100 years. In 2022 the city completed $734,274 in lining. Commercial Redevelopment and Housing Initiatives • 2022 saw the planning and development of several large projects: • Construction of the RF64 townhome project (along 17th Avenue between 63rd and 65th Street) continued. Completion of all 64 townhomes is expected by summer 2023. • The apartment component of the RF64 development, Rya Apartments, is immediately west of Target and Home Depot on Richfield Parkway. Construction of the two apartment buildings (237 total units) began in 2021 was completed in summer 2022. • Construction of the Landsby at Penn, a new 132-unit apartment building in the northwest corner of the Lunds parking lot (6228 Penn Avenue), was completed in spring 2022. • The mixed-use project at 101 66th Street East (Emi) was sold to North Bay Companies. Revised plans for a 5-story project with approximately 80 apartments and 2,600 square feet of ground floor retail was approved in January 2022 and is expected to be under construction in summer of 2023. • The Riley apartment project at 64th and Lyndale Avenue, includes the construction of 82 apartments and the rehabilitation of 22 existing apartments in an adjacent existing apartment building. Construction was completed in summer 2022. • Construction on the Lynvue began in 2022 and is expected to be completed by fall 2023. The building includes 157 new apartments and 8,000 square feet of ground floor retail space. • Richfield Flats, a proposal for 55 low-income housing tax credit units was approved in 2022,but was not awarded tax credits. The developer is resubmitting the application in 2023. • The City continues to operate several very successful programs that encourage reinvestment in the City’s housing stock. These programs include, but are not limited to, incentive loan programs for remodeling homes to higher values, funding assistance for the replacement of small substandard homes with larger new construction, partnerships with non-profit builders and developers like Habitat for Humanity, and a first-time homebuyer program specifically targeted at current renters. • In 2022, the Richfield Economic Development Authority continued to partner with the Center for Energy and Efficiency and provide grant funding totaling $15,525 to 11 local businesses to make energy-related improvements. The EDA also hired a consultant to prepare an analysis of available opportunities for future business programming. 12 Awards and Acknowledgments The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement in Financial Reporting to the City of Richfield, Minnesota for its annual report for the fiscal year ended December 31, 2021. This was the thirty- fifth consecutive year that the City has achieved this prestigious award. To be awarded a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized annual report. This report must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe that our current annual report continues to meet the Certificate of Achievement Program requirements, and we are submitting it to GFOA to determine its eligibility for another certificate. The preparation of this report would not have been accomplished without the efficient and dedicated services of the entire staff of the finance department. We express our appreciation to all members of the department who assisted and contributed to its preparation. We also thank the Mayor and members of the City Council for their interest and support in planning and conducting the financial operations for the City of Richfield in a responsible and progressive manner. Respectfully submitted, 13 Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to City of Richfield Minnesota For its Annual Comprehensive Financial Report For the Fiscal Year Ended December 31, 2021 Executive Director/CEO 14 CITY OF RICHFIELD, MINNESOTA CITY OFFICIALS FOR THE YEAR ENDED DECEMBER 31, 2022 Name Title Term Ends Maria Regan Gonzalez Mayor 1/2/2023 Mary Supple Council Member 1/2/2023 Simon Trautmann, Ward 1 Council Member 1/14/2025 Sean Hayford Oleary, Ward 2 Council Member 1/14/2025 Ben Whalen, Ward 3 Council Member 1/14/2025 Name Title Katie Rodriguez City Manager Kumud Verma Finance Manager - started on 5/18/2022 Dustin Leslie City Clerk City Officials Administrative Staff 15 CITY OF RICHFIELD ADMINISTRATIVE ORGANIZATION CHART Public Safety Fire Public Works Recreation Services Citizens City Council City Manager Inspections Community Development Administration Assessing Support Services Administration Recreation Administration Planning & Zoning Assistant City Manager Finance Wood Lake Nature Center Information Technologies Park Maintenance Ice Arena Human Resources Police Operations Engineering Park and Recreation Liquor Operations Self Insurance/ Risk Management Water Utility Swimming Pool Communications Waste Water Utility Special Facilities City Attorney Executive Government Buildings Stormwater Utility & Equipment Deputy Registrar Central Garage & Equipment City Clerk Emergency Services Street Maintenance/Fores try 16 FINANCIAL SECTION CITY OF RICHFIELD RICHFIELD, MINNESOTA FOR THE YEAR ENDED DECEMBER 31, 2022 17 THIS PAGE IS LEFT BLANK INTENTIONALLY 18 Independent Auditor's Report Honorable Mayor and Members of the City Council City of Richfield Richfield, Minnesota Report on the Audit of the Financial Statements Opinions We have audited the financial statements of the governmental activities, the business-type activities, the discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Richfield, Minnesota, as of and for the year ended December 31, 2022, and the related notes to the financial statements, which collectively comprise the City of Richfield's basic financial statements as listed in the Table of Contents. In our opinion, the accompanying financial statements present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Richfield, Minnesota, as of December 31, 2022, and the respective changes in financial position and, where applicable, cash flows thereof, and the budgetary comparison for the General Fund, Ice Arena Special Revenue Fund, and Elections Special Revenue Fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinions We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Emphasis of Matter – Implementation of GASB 87 The City has adopted new accounting guidance, Governmental Accounting Standards Board (GASB) Statement No. 87, Leases. Our opinion is not modified with respect to this matter. Responsibilities of Management for the Financial Statements The City of Richfield's management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. 19 Responsibilities of Management for the Financial Statements (Continued) In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the City's ability to continue as a going concern for one year beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, no such opinion is expressed. Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the City's ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit. 20 Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management's Discussion and Analysis, which follows this report letter, and Required Supplementary information as listed in the Table of Contents be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the GASB, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the Required Supplementary Information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Supplementary Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City of Richfield's basic financial statements. The combining and individual fund financial statements and schedules are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual nonmajor fund financial statements are fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Information Management is responsible for the other information included in the Annual Comprehensive Financial Report. The other information comprises the introductory and statistical sections but does not include the basic financial statements and our auditor's report thereon. Our opinions on the basic financial statements do not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the basic financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. 21 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated June 20, 2023, on our consideration of the City of Richfield's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City of Richfield's internal control over financial reporting and compliance. Minneapolis, Minnesota June 20, 2023 22 Management’s Discussion and Analysis As management of the City of Richfield, we offer readers of the City of Richfield’s financial statements this narrative overview and analysis of the financial activities of the City of Richfield for the fiscal year ended December 31, 2022. We encourage readers to consider the information presented here in conjunction with additional information that we have furnished in our letter of transmittal, which can be found on pages 9 through 13 of this report. Financial Highlights •The assets and deferred outflows of resources of the City of Richfield exceeded its liabilities and deferred inflows of resources at the close of the most recent fiscal year by $98,320,887 (net position). Of this amount, $16,076,177 may be used to meet the governments ongoing obligations to citizens and creditors. •The government’s total net position increased by $6,281,911. •As of the close of the current fiscal year, the City of Richfield’s governmental funds reported combined ending fund balances of $30,260,783. Of this total amount, $69,738 is classified as nonspendable, $2,121,557 as restricted, $14,448,057 as committed by City Council action, $5,839,195 as assigned and $7,782,236 as unassigned. •At the end of the current fiscal year, t he general fund balance of $10,990,390 included $66,984 as nonspendable and $10,923,406 as unassigned. •The City of Richfield’s total bonded debt increased by $5,443,789 (8.6 percent) during the current fiscal year from $62,897,509 to $68,341,298. Overview of the Financial Statements This discussion and analysis are intended to serve as an introduction to the City of Richfield’s basic financial statements. The City of Richfield’s basic financial statements comprise three components: 1) government -wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-wide Financial Statements. The government-wide financial statements are designed to provide readers with a broad overview of the City of Richfield’s finances, in a manner similar to a private -sector business. The statement of net position presents information on all of the City of Richfield’s assets and deferred outflows of resources and liabilities and deferred inflows of resources, with the difference between the two reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the City of Richfield is improving or deteriorating. The statement of activities presents information showing how the government’s net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused vacation leave). Both of the government-wide financial statements distinguish functions of the City of Richfield that are principally supported by taxes and intergovernmental revenues (governmental activities) from other functions that are intended to recover all or a significant portion of their costs through user fees and charges (business-type activities). The governmental activities of the City of Richfield include general government, public safety, fire, community development, public works, and parks and recreation. The business-type activities of the City of Richfield include a municipal liquor operation, water and sewer utility, and a storm sewer utility. The government-wide financial statements include not only the City of Richfield itself (known as the primary government), but also the Richfield Housing and Redevelopment Authority and the Richfield Economic Development Authority, both discretely presented component units. Financial information for these component units is reported separately from the financial information presented for the primary government itself. Fund Financial Statements. A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The City of Richfield, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All of the funds of the City of Richfield can be divided into three categories: governmental funds, proprietary funds, and fiduciary funds. 23 Governmental Funds. Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements foc us on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government’s near-term financing requirements. Because the focus of governmental funds is narrower than that of the government -wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long -term impact of the government’s near-term financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The City of Richfield maintains twenty five individual governmental funds. Information is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in fund balances for the general fund, ice arena fund, elections fund, improvement bonds fund, and capital improvements fund, all of which are considered to be major funds. Data from the other seventeen governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these nonmajor governmental funds is provided in the form of combining statements elsewhere in this report. The City of Richfield adopts an annual appropriated budget for its general and special revenue funds. A budgetary comparison statement has been provided for these funds to demonstrate compliance with this budget. Proprietary Funds. The City of Richfield maintains two different types of proprietary funds. Enterprise funds are used to report the same functions presented as business-type activities in the government-wide financial statements. The City of Richfield uses enterprise funds to account for its liquor operation, water and sewer utility and for its storm sewer utility, all of which are considered to be major funds of the City . Internal service funds are an accounting device used to accumulate and allocate costs internally among the City of Richfield’s various functions. The City of Richfield uses internal service funds to account for its central garage & equipment, for its information technology systems, its self- insurance program, its building services function, and its compensated absences liability. Because all of these services predominantly benefit governmental rather than business -type functions, they have been included within governmental activities in the government-wide financial statements. The internal service funds are combined into a single, aggregated presentation in the proprietary fund financial statements. Individual fund data for the internal service funds is provided i n the form of combining statements elsewhere in this report. Fiduciary Funds. Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government-wide financial statements because the resources of those funds are not available to support the City of Richfield’s own programs. The accounting used for fiduciary funds is much like that used for proprietary funds. Notes to the Financial Statements. The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. Other Information. Required supplementary information can be found following the Notes to the Financial Statements. The combining statements referred to earlier in connection with nonmajor governmental funds, internal service funds and fiduciary funds are presented immediately following the required supplementary information. 24 Government-Wide Financial Analysis As noted earlier, net position may serve over time as a useful indicator of a government’s financial position. In the case of the City of Richfield, assets and deferred outflows of resources exceeded liabilities and deferred inflows of resources by $98,320,887 at the close of the most recent fiscal year. By far the largest portion of the City of Richfield’s net position (80 percent) reflects its investment in capital assets (e.g., land, buildings, machinery, and equipment); less any related debt used to acquire those assets that is still outstanding. The City of Richfield uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the City of Richfield’s investment in its capital assets is reported net of relat ed debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. CITY OF RICHFIELD’S NET POSITION Increase Increase 2022 2021 (Decrease)2022 2021 (Decrease) Assets Current and other assets 62,798,500$ 60,944,546$ 1,853,954$ 17,291,509$ 10,247,875$ 7,043,634$ Capital assets, net of depreciation 94,992,988 81,737,616 13,255,372 33,081,958 34,166,369 (1,084,411) Total Assets 157,791,488 142,682,162 15,109,326 50,373,467 44,414,244 5,959,223 Deferred Outflows of Resources Deferred other postemployement benefits resources 804,805 281,160 523,645 43,149 25,586 17,563 Deferred pension resources 21,953,287 12,291,368 9,661,919 884,709 1,129,745 (245,036) Total Deferred Outflows of Resources 22,758,092 12,572,528 10,185,564 927,858 1,155,331 (227,473) Liabilities Long-term liabilities outstanding 94,602,990 64,891,931 29,711,059 19,823,849 14,924,543 4,899,306 Other liabilities 8,269,309 5,784,574 2,484,735 1,635,277 1,456,950 178,327 Total Liabilities 102,872,299 70,676,505 32,195,794 21,459,126 16,381,493 5,077,633 Deferred Inflows of Resources Deferred pension resources 647,365 16,864,766 (16,217,401) 57,193 1,453,758 (1,396,565) Deferred other postemployement benefits resources 1,075,740 768,281 307,459 57,675 69,915 (12,240) Deferred lease resources 6,127,033 - 6,127,033 - - - Advanced appropriations - State shared tax 1,233,587 2,570,571 (1,336,984) - - - Total Deferred Inflows of Resources 9,083,725 20,203,618 (11,119,893) 114,868 1,523,673 (1,408,805) Net Position Net investment in capital assets 64,217,643 51,429,664 12,787,979 21,550,313 21,303,212 247,101 Restricted 3,964,804 16,485,325 (12,520,521) - - - Unrestricted 411,109 (3,540,422) 3,951,531 8,177,018 6,361,197 1,815,821 Total Net Position 68,593,556$ 64,374,567$ 4,218,989$ 29,727,331$ 27,664,409$ 2,062,922$ Governmental Activities Business-type Activities An additional portion of the City of Richfield’s net position represents resources that are subject to external restrictions on how they may be used. At December 31, 2022, the City had restricted net position of $3,964,804. The remaining balance of unrestricted net position ($16,076,177) may be used to meet government’s ongoing obligations to citizens and creditors. The government’s net position reflects an increase of $6,281,911. The increase can be attributed to increases in charges for services of $972,118 mostly related to the business-type activities ($438,500 increase in Water and Sewer Utility charges due to increase in rates), interest earnings of $588,703 and the City realized increased property tax collections of $1,215,140 in 2022. 25 Governmental Activities. Governmental activities increased the City of Richfield’s net position by $4,218,989 in 2022. The key elements of this increase are as follows: CITY OF RICHFIELD’S CHANGES IN NET POSITION Increase Increase 2022 2021 (Decrease)2022 2021 (Decrease) Revenues Program Revenues Charges for services 5,770,345$ 5,856,283$ (85,938)$ 26,257,435$ 25,199,379$ 1,058,056$ Operating grants and contributions 1,614,601 1,456,035 158,566 - - - Capital grants and contributions 7,027,935 17,781,877 (10,753,942) - - - General Revenues Taxes Property taxes 24,547,157 23,332,017 1,215,140 - - - Other taxes 2,249,423 2,246,806 2,617 - - - Grants and contributions not restricted to specific programs 2,334,669 2,104,750 229,919 18,992 1,837 17,155 Unrestricted investment earnings 580,838 48,946 531,892 104,503 47,692 56,811 Gain on sale of capital assets 26,625 91,592 (64,967) 7,176 18,000 (10,824) Miscellaneous 85,525 76,472 9,053 - - - Total Revenues 44,237,118 52,994,778 (8,757,660) 26,388,106 25,266,908 1,121,198 Expenses General government 4,535,832 3,591,071 944,761 - - - Public safety 17,406,811 14,455,290 2,951,521 - - - Public works 9,179,955 8,969,332 210,623 - - - Culture and recreation 5,308,282 4,666,522 641,760 - - - Community development 1,758,662 1,730,362 28,300 - - - Interest on long-term debt 1,380,404 1,317,337 63,067 - - - Municipal Liquor - - - 13,299,880 12,979,538 320,342 Water and Sewer Utility - - - 9,343,582 8,380,422 963,160 Storm Sewer - - - 2,129,905 2,043,408 86,497 Total Expenses 39,569,946 34,729,914 4,840,032 24,773,367 23,403,368 1,369,999 Excess before Transfers 4,667,172 18,264,864 (13,597,692) 1,614,739 1,863,540 (248,801) Transfers (448,183) 827,770 (1,275,953) 448,183 (827,770) 1,275,953 Change in Net Position 4,218,989 19,092,634 (14,873,645) 2,062,922 1,035,770 1,027,152 Net Position, January 1 64,374,567 45,281,933 19,092,634 27,664,409 26,628,639 1,035,770 Net Position, December 31 68,593,556$ 64,374,567$ 4,218,989$ 29,727,331$ 27,664,409$ 2,062,922$ Governmental Activities Business-type Activities Increase in property tax revenues of $1,215,140. •Total expenses increased by $4,840,032 primarily due to an increase in GASB 68 PERA pension expense of $1,259,528. •The large decrease in capital grants relates to Federal and State grants earned in 2021 for multiple projects, those were one time grants and no major projects like that for 2022. 26 $- $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 $12,000,000 $14,000,000 $16,000,000 $18,000,000 $20,000,000 General Government Public Safety Public Works Culture and Recreation Community Development Interest on Long-term Debt Expenses Program Revenues Charges for Services 13.0% Operating Grants and Contributions 3.7% Capital Grants and Contributions 15.9% Grants and Contributions Unrestricted 5.3% Taxes 60.7% Other 1.4% 27 Business-type Activities. Business-type activities increased the City’s net position by $2,062,922 in 2022. The increase can be attributed to improved operating performance of all business -type activities in 2022 and transfer in from the Capital Improvements fund of $1,282,713. $- $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 $12,000,000 $14,000,000 $16,000,000 Water Sewer Storm Water Management Expenses Program Revenues Charges for Services 99.6% Unrestricted Investment Earnings 0.4% 28 Financial Analysis of the Government’s Funds As noted earlier, the City of Richfield uses fund accounting to ensure and demonstrate compliance with finance - related legal requirements. Governmental Funds. The focus of the City of Richfield’s governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the City of Richfield’s financing requirements. Fund balances are identified based on a hierarchy of the constraints placed on the use of financial resources within governmental funds. Accordingly, fund balances are classified as: nonspendable, restricted, committed, assigned, and unassigned. As of the end of the current fiscal year, the City of Richfield’s governmental funds reported combined ending fund balances of $30,260,783 an increase of $1,223,250 from 2021. This increase can be attributed to an increase in property tax revenue of $1,241,476 and grant revenue of $6,394,137 for projects . The year-end balance consists of the following: 0.23 percent ($69,738) are amounts that are not in spendable form such as prepa id items. 7.01 percent ($2,121,557) constitutes restricted fund balances which limits the spending of these balances to externally imposed constraints, i.e. debt service covenants. 47.75 percent ($14,448,057) represents committed fund balances which are determined by resolution of the City Council. 19.30 percent ($5,839,195) is classified as assigned. These amounts represent intended uses established by the City Council or by an official designated by the City Council. Finally, 25.72 percent or ($7,782,236) consists of balances classified as unassigned, which includes the fund balance of the General Fund and deficit fund balances of other governmental funds. The general fund is the chief operating fund of the City of Richfield. At the end of the current year, the unassigned fund balance of the general fund was $10,923,406 while total fund balance was $10,990,390. As a measure of the general fund liquidity, it may be useful to compare unassigned fund balance to total general fund revenues. Unassigned fund balance represents approximately 40.19 percent of total general fund revenues and 40.17 percent of total general fund expenditures. Moreover, the State Auditor has set a standard that unrestricted, unassigned fund balance should be between 35 and 50 percent of yearly general fund revenues. The City has adopted a policy that strives to maintain a minimum fund balance equal to 40 percent of total general fund expenditures. At December 31, 2022 the City of Richfield the City is just over the fund balance goal. The City’s fund balance for its general fund increased by $425,461 in 2022. The increase is due to improved tax revenue received in 2022, general fund expenditures being below budget projections and a transfer in from the Capital Improvements Fund. The Ice Arena fund reflects an increase in fund balance of $333,213 in 2022. The increase is due to transfers from the General Fund and Capital Improvements Fund. The Elections fund reflects an increase in fund balance of $142,459 in 2022. The increase is primarily due to GASB 87 requirement for the recording of lease revenue. The G.O. Improvement Bonds fund has a fund balance of $5,775,047. The fund balance increased in 2022 by $367,663 due to the Series 2022A bond issued and no payments made yet. The Capital Improvement fund accounts for public improvements and road right-of-way projects undertaken by the City. This funds fund balance decreased by $1,178,649. The decrease can be attributed to construction costs for the 77th Street projects. The nonmajor governmental funds consist of the City’s Special Revenue funds, the Parks Capital Projects fund and the Redevelopment Bond fund. The combined total of these funds increased by $1,133,103 in 2022. The increase can be attributed to one-time large donations to the Woodlake Nature Center, stronger revenue and positive Ice Arena and Swimming Pool operations, and transfers from the Contributions-Liquor fund for park improvements. Proprietary Funds. The City of Richfield’s proprietary funds provide the same type of information found in the government-wide financial statements, but in more detail. Unrestricted net position of the liquor operation at the end of the year amounted to $1,334,161, for the water and sewer utility $3,103,156, and for the storm sewer utility $6,118,375. The total increase in net position for liquor operation, the water and sewer utility, and the storm sewer utility was $167,107, $1,160,962, and $1,008,667 respectively. 29 Budgetary Highlights General Fund At the end of 2022 the City’s General Fund realized a surplus of $425,461 to its fund balance. This was accomplished through increased tax revenue received in 2022, general fund expenditures being below budget projections and a transfer in from the Capital Improvements Fund of $354,962. Capital Asset and Debt Administration Capital Assets. The City of Richfield’s investment in capital assets for its governmental and business type activities as of December 31, 2022 amounts to $128,074,946 (net of accumulated depreciation/amortization). This investment in capital assets includes land, buildings and structures, other improvements, machinery and equipment, infrastructure , and construction in progress. Major capital asset events during 2022 included the following: • Construction progress on the 65th Street reconstruction of $3,150,342. • Construction progress on the 77th Street project of $13,034,282. • Completion of the 2022 Sanitary Sewer Lining of $376,959. • The purchase of a 2022 Mack Truck of $217,982. CITY OF RICHFIELD’S CAPITAL ASSETS (Net of Depreciation) Increase Increase 2022 2021 (Decrease)2022 2021 (Decrease) Land 9,353,605$ 9,353,605$ -$ 638,673$ 638,673$ -$ Leased equipment (Intangible Right to Use Asset)98,545 - 98,545 - - - Buildings and structures 30,727,613 31,918,173 (1,190,560) 2,825,545 3,055,343 (229,798) Machinery and equipment 8,203,931 8,950,952 (747,021) 4,806,595 5,310,665 (504,070) Other improvements 3,136,659 3,304,926 (168,267) 24,484,278 25,146,275 (661,997) Streets (infrastructures)19,286,880 21,546,020 (2,259,140) - - - Construction in progress 24,185,755 6,663,940 17,521,815 326,867 15,413 311,454 Total 94,992,988$ 81,737,616$ 13,255,372$ 33,081,958$ 34,166,369$ (1,084,411)$ Governmental Activities Business-type Activities Additional information on the City’s capital assets can be found in Note 1N and Note 4 Capital Assets in the accompanying notes to the basic financial statements. 30 Long-term Debt At the end of the current fiscal year, the City of Richfield had total bon ded debt outstanding of $68,341,298. The debt service for the general obligation redevelopment bonds is provided through the collection of tax increments from Hennepin County. On an annual basis tax increment proceeds are transferred to meet annual debt se rvice requirements. The general obligation improvement bonds are serviced by special assessment collections and tax levies. CITY OF RICHFIELD’S OUTSTANDING DEBT General Obligation and Revenue Bonds Increase Increase 2022 2021 (Decrease)2022 2021 (Decrease) G.O. Redevelopment Bonds 1,925,000$ 2,715,000$ (790,000)$ -$ -$ -$ G.O. Improvement Bonds 48,690,000 46,095,000 2,595,000 - - - Revenue Bonds - - - 15,855,000 12,380,000 3,475,000 Bond Premium 1,293,779 1,224,352 69,427 577,519 483,157 94,362 Total 51,908,779$ 50,034,352$ 1,874,427$ 16,432,519$ 12,863,157$ 3,569,362$ Governmental Activities Business-type Activities The City of Richfield maintains an AA+ rating from Standard & Poor’s and an “Aa2” rating from Moody’s Investor Service, for general obligation debt. State Statutes limit the amount of general obligation debt a governmental entity may issue to 3 percent of its total assessed valuation. The current debt limitation for the City of Richfield is $145,454,940, which is in excess of the City of Richfield’s outstanding general obligation debt. Additional details of the City’s long-term debt activity can be found in Note 6, Long-Term Liabilities, in the accompanying notes to the basic financial statements. Economic Factors and Next Year’s Budgets and Rates The following items are an integral part of the City’s planning for and dealing with near-term financial issues: •Over the past several years, the City has seen market values increase substantially and redevelopment interest has been exceptionally intense. In 2022, as interest rates rose and material and labor costs continued to be challenging, redevelopment activity has slowed. A number of projects will be completed in 2023 and various affordable housing projects continue to work through the process, however, going forward into 2024 we expect a decrease in permit revenues and redevelopment activities. •Rates for the Utility operations increased for 2022. For 2022 water rates will increase across the three tier levels by 5.02 percent or less. Tier 1 will increase by 0.21 cents per thousand gallons (5.02%), Tier 2 will increase by 0.25 cents per thousand gallons (4.98% increase), and Tier 3 rates will increase by 0.30 cents per thousand gallons (4.96% increase). In addition, wastewater rates will increase by 2 percent or 0.12 cents per thousand gallons. Finally, rates for the Storm Sewer Utility will increase by 5 percent or 1.04 per quarter over 2021 l evels. Requests for Information This financial report is designed to provide a general overview of the City of Richfield’s finances for all those with an interest in the government’s finances. Questions concerning any of the information provided in thi s report or requests for additional financial information should be addressed to the Office of the Finance Director, City of Richfield, 6700 Portland Avenue South, Richfield, MN 55423. 31 THIS PAGE IS LEFT BLANK INTENTIONALLY 32 GOVERNMENT-WIDE FINANIAL STATEMENTS CITY OF RICHFIELD RICHFIELD, MINNESOTA FOR THE YEAR ENDED DECEMBER 31, 2022 33 THIS PAGE IS LEFT BLANK INTENTIONALLY 34 CITY OF RICHFIELD, MINNESOTA STATEMENT OF NET POSITION DECEMBER 31, 2022 Housing and Economic Governmental Business-type Redevelopment Development Activities Activities Total Authority Authority Assets Cash and temporary investments 45,174,508$ 14,879,060$ 60,053,568$ 16,130,125$ 1,061,678$ Receivables Accrued interest 159,731 24,398 184,129 24,449 1,345 Taxes 232,298 - 232,298 5,697 5,800 Accounts 1,390,791 2,807,522 4,198,313 2,844 - Leases - due within one year 367,100 - 367,100 - - Leases - due in more than one year 5,819,115 - 5,819,115 - - Special assessments 426,373 378,626 804,999 - - Due from other governments 5,869,156 10,021 5,879,177 311,786 2,420 Internal balances 2,378,674 (2,378,674) - - - Due from component unit 605,786 - 605,786 - - Inventories - 1,539,190 1,539,190 - - Prepaid items 374,968 31,366 406,334 - - Assets held for resale - - - 4,579,786 - Long term second mortgage receivable - - - 2,572,808 824,000 Allowance for uncollectible accounts - - - (2,572,808) (824,000) Capital assets Land and construction in progress 33,539,360 965,541 34,504,901 - - Depreciable assets (net of accumulated depreciation/amortization)61,453,628 32,116,417 93,570,045 - - Total Assets 157,791,488 50,373,467 208,164,955 21,054,687 1,071,243 Deferred Outflows of Resources Deferred other postemployment benefits resources 804,805 43,149 847,954 - - Deferred pension resources 21,953,287 884,709 22,837,996 - - Total Deferred Outflows of Resources 22,758,092 927,858 23,685,950 - - Liabilities Accounts and contracts payable 2,913,696 1,116,873 4,030,569 336,674 71,205 Accrued salaries payable 777,015 125,235 902,250 - - Due to other governments 393,869 189,350 583,219 42,557 - Due to component unit - - - 605,786 - Accrued interest payable 633,466 203,819 837,285 - - Deposits payable 678,835 - 678,835 41,933 - Unearned revenue 2,872,428 - 2,872,428 20,000 - Long-term liabilities Due within one year Long-term liabilities 4,500,552 1,106,298 5,606,850 - - Due in more than one year Long-term liabilities 51,509,450 15,639,021 67,148,471 - - Net pension liability 36,584,212 2,970,831 39,555,043 - - Other postemployment benefits liability 2,008,776 107,699 2,116,475 - - Total Liabilities 102,872,299 21,459,126 124,331,425 1,046,950 71,205 Deferred Inflows of Resources Deferred pension resources 647,365 57,193 704,558 - - Deferred other postemployment benefit resources 1,075,740 57,675 1,133,415 - - Deferred lease resources 6,127,033 - 6,127,033 - - Advanced appropriations - State shared tax 1,233,587 - 1,233,587 - - Total Deferred Inflows of Resources 9,083,725 114,868 9,198,593 - - Net Position Net investment in capital assets 64,217,643 21,550,313 78,279,906 - - Restricted for Debt service 709,834 - 709,834 - - Capital projects - - - 4,467,090 - Grants and donations 3,254,970 - 3,254,970 112,696 - Unrestricted 411,109 8,177,018 16,076,177 15,427,951 1,000,038 Total Net Position 68,593,556$ 29,727,331$ 98,320,887$ 20,007,737$ 1,000,038$ The notes to the financial statements are an integral part of this statement. 35 CITY OF RICHFIELD, MINNESOTA STATEMENT OF ACTIVITIES FOR THE YEAR ENDED DECEMBER 31, 2022 Operating Capital Charges for Grants and Grants and Expenses Services Contributions Contributions Primary Government Governmental Activities General government 4,535,832$ 1,027,491$ 3,200$ 4,726$ Public safety 17,406,811 675,771 1,285,687 - Public works 9,179,955 324,499 9,728 6,786,125 Culture and recreation 5,308,282 2,123,558 315,986 237,084 Community development 1,758,662 1,619,026 - - Interest on long-term debt 1,380,404 - - - Total Governmental Activities 39,569,946 5,770,345 1,614,601 7,027,935 Business-type Activities Municipal Liquor 13,299,880 14,209,724 - - Water and Sewer Utility 9,343,582 9,892,777 - - Storm Sewer 2,129,905 2,154,934 - - Total Business-type Activities 24,773,367 26,257,435 - - Total Primary Government 64,343,313$ 32,027,780$ 1,614,601$ 7,027,935$ Component Unit Housing and Redevelopment Authority 8,070,803$ 1,765$ 2,424,996$ -$ Economic Development Authority 364,586 - - - Total Component Unit 8,435,389$ 1,765$ 2,424,996$ -$ General Revenues Taxes Property taxes, levied for general purposes Property taxes, levied for debt service Tax increments Lodging taxes Franchise taxes Grants and contributions not restricted to specific programs Unrestricted investment earnings (loss) Gain on sale of capital assets Miscellaneous Transfers Total General Revenues and Transfers Change in Net Position Net position, January 1 Net Position, December 31 Functions/Programs Program Revenues The notes to the financial statements are an integral part of this statement. 36 Housing and Economic Governmental Business-type Redevelopment Development Activities Activities Total Authority Authority (3,500,415)$ -$ (3,500,415)$ (15,445,353) - (15,445,353) (2,059,603) - (2,059,603) (2,631,654) - (2,631,654) (139,636) - (139,636) (1,380,404) - (1,380,404) (25,157,065) - (25,157,065) - 909,844 909,844 - 549,195 549,195 - 25,029 25,029 - 1,484,068 1,484,068 (25,157,065) 1,484,068 (23,672,997) (5,644,042)$ -$ - (364,586) (5,644,042) (364,586) 20,887,150 - 20,887,150 647,682 554,870 3,660,007 - 3,660,007 - - - - - 6,305,705 - 6,603 - 6,603 - - 2,242,820 - 2,242,820 - - 2,334,669 18,992 2,353,661 - - 580,838 104,503 685,341 209,777 8,837 26,625 7,176 33,801 - - 85,525 - 85,525 13,454 2,779 (448,183) 448,183 - - - 29,376,054 578,854 29,954,908 7,176,618 566,486 4,218,989 2,062,922 6,281,911 1,532,576 201,900 64,374,567 27,664,409 92,038,976 18,475,161 798,138 68,593,556$ 29,727,331$ 98,320,887$ 20,007,737$ 1,000,038$ Changes in Net Position Net (Expenses) Revenues and The notes to the financial statements are an integral part of this statement. 37 THIS PAGE IS LEFT BLANK INTENTIONALLY 38 FUND FINANCIAL STATEMENTS CITY OF RICHFIELD RICHFIELD, MINNESOTA FOR THE YEAR ENDED DECEMBER 31, 2022 39 CITY OF RICHFIELD, MINNESOTA BALANCE SHEET GOVERNMENTAL FUNDS DECEMBER 31, 2022 Debt Service Capital Project Other Total Ice Improvement Capital Governmental Governmental General Arena Elections Bonds Improvements Funds Funds Assets Cash and temporary investments 9,295,621$ -$ 1,712,313$ 5,759,399$ 11,266,358$ 6,156,842$ 34,190,533$ Receivables Accrued interest 17,325 1,653 75,921 4,376 35,801 9,981 145,057 Taxes 193,448 - - 35,604 3,246 - 232,298 Accounts 160,000 233,568 300,177 - - 627,855 1,321,600 Special assessments 88,992 - - 165,266 172,115 - 426,373 Leases - 674,024 5,221,090 - - 291,101 6,186,215 Due from other governments 200,329 - - 15,072 5,600,121 53,634 5,869,156 Due from other funds 2,556,568 - - - - - 2,556,568 Advances to other funds - - - - - 482,010 482,010 Prepaid items 66,984 847 - - - 1,907 69,738 Total Assets 12,579,267$ 910,092$ 7,309,501$ 5,979,717$ 17,077,641$ 7,623,330$ 51,479,548$ Liabilities Accounts and contracts payable 297,148$ 52,732$ -$ 3,800$ 2,359,022$ 39,371$ 2,752,073$ Accrued salaries payable 699,470 23,727 - - - 6,473 729,670 Due to other governments 303,102 12,926 - - - 24,348 340,376 Due to other funds - 2,329,779 - - - 226,789 2,556,568 Advances from other funds - 811,016 - - - 182,665 993,681 Deposits payable - - 34,924 - 636,339 7,572 678,835 Unearned revenue 6,717 - - - 2,838,779 26,932 2,872,428 Total Liabilities 1,306,437 3,230,180 34,924 3,800 5,834,140 514,150 10,923,631 Deferred Inflows of Resources Unavailable revenues - delinquent taxes 193,448 - - 35,604 3,246 - 232,298 Unavailable revenues - special assessments 88,992 - - 165,266 172,115 - 426,373 Deferred inflows of resources related to lease receivables - 672,009 5,158,877 - - 296,147 6,127,033 Advance appropriations - State shared taxes - - - - 1,233,587 - 1,233,587 Unavailable revenue - State shared taxes - - - - 2,275,843 - 2,275,843 Total Deferred Inflows of Resources 282,440 672,009 5,158,877 200,870 3,684,791 296,147 10,295,134 Fund Balances Nonspendable 66,984 847 - - - 1,907 69,738 Restricted - - - 1,142,430 - 979,127 2,121,557 Committed - - 2,115,700 4,142,150 2,209,982 5,980,225 14,448,057 Assigned - - - 490,467 5,348,728 - 5,839,195 Unassigned 10,923,406 (2,992,944) - - - (148,226) 7,782,236 Total Fund Balances 10,990,390 (2,992,097) 2,115,700 5,775,047 7,558,710 6,813,033 30,260,783 Total Liabilities, Deferred Inflows of Resources and Fund Balances 12,579,267$ 910,092$ 7,309,501$ 5,979,717$ 17,077,641$ 7,623,330$ 51,479,548$ Special Revenue The notes to the financial statements are an integral part of this statement. 40 CITY OF RICHFIELD, MINNESOTA RECONCILIATION OF THE BALANCE SHEET TO THE STATEMENT OF NET POSITION GOVERNMENTAL FUNDS DECEMBER 31, 2022 Amounts reported for the governmental activities in the statement of net position are different because Total Fund Balances - Governmental Funds 30,260,783$ Capital assets used in governmental activities are not financial resources and therefore are not reported as assets in governmental funds. Cost of capital assets 183,490,181 Less: accumulated depreciation/amortization (92,685,225) The assets and deferred outflows of resources and liabilities and deferred inflows of resources of certain Internal Service Funds are included in governmental activities in the statement of net position. Net position of internal service funds 10,979,395 Allocation of reflect consolidation of internal service fund activities related to enterprise funds 2,378,674 Allocation of reflect consolidation of internal service fund activities related to component unit 605,786 Noncurrent liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported as liabilities in the funds. Noncurrent liabilities at year-end consist of Bonds payable (50,615,000) Plus premium on bonds issued (1,293,779) Financed purchased arrangement (98,827) Other postemployment benefits payable (1,975,311) Net pension liability (35,488,448) Some receivables are not available soon enough to pay for the current period's expenditures, and therefore are unavailable in the funds. Delinquent taxes 232,298 Special assessments 426,373 State shared taxes 2,275,843 Governmental funds do not report long-term amounts related to pensions and OPEB. Deferred outflows other postemployment benefit resources 791,397 Deferred inflows other postemployment benefit resources (1,057,819) Deferred outflows of pension resources 21,626,971 Deferred inflows of pension resources (626,270) Governmental funds do not report a liability for accrued interest until due and payable.(633,466) Total Net Position - Governmental Activities 68,593,556$ The notes to the financial statements are an integral part of this statement. 41 CITY OF RICHFIELD, MINNESOTA STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED DECEMBER 31, 2022 Debt Service Capital Project Other Total Ice Improvement Capital Governmental Governmental General Arena Elections Bonds Improvements Funds Funds Revenues Taxes 20,052,150$ -$ -$ 3,655,175$ 835,000$ 2,249,423$ 26,791,748$ Licenses and permits 1,379,973 - - - - - 1,379,973 Intergovernmental 3,419,575 - - - 12,744,613 1,126,941 17,291,129 Charges for services 1,969,877 1,094,993 - - - 507,541 3,572,411 Fines and forfeitures 175,056 - - - - 91,737 266,793 Special assessments 4,726 - - 45,252 96,270 - 146,248 Interest earnings (loss)114,044 7,026 93,476 28,756 170,098 60,776 474,176 Miscellaneous 63,217 100,261 411,073 - 121,850 692,454 1,388,855 Total Revenues 27,178,618 1,202,280 504,549 3,729,183 13,967,831 4,728,872 51,311,333 Expenditures Current Legislative/executive 990,581 - - - - - 990,581 Administrative services 959,929 - 362,090 - - 418,521 1,740,540 Finance 1,005,251 - - - - - 1,005,251 Public safety 10,437,293 - - - - 194,541 10,631,834 Fire 5,314,355 - - - - - 5,314,355 Community development 1,616,827 - - - - - 1,616,827 Public works 4,884,218 - - - 114,934 - 4,999,152 Recreation services 1,985,326 1,188,101 - - - 977,589 4,151,016 Capital outlay Public works - - - - 18,411,027 - 18,411,027 Recreation services - - - - - 244,641 244,641 Debt service Principal - - - 2,970,000 - 790,000 3,760,000 Interest and other charges - 10,966 - 1,263,657 - 86,053 1,360,676 Bond issuance costs - - - - 110,227 - 110,227 Total Expenditures 27,193,780 1,199,067 362,090 4,233,657 18,636,188 2,711,345 54,336,127 Excess (Deficiency) of Revenues Over (Under) Expenditures (15,162) 3,213 142,459 (504,474) (4,668,357) 2,017,527 (3,024,794) Other Financing Sources (Uses) Transfers in 722,317 330,000 - 745,997 2,353,397 1,908,215 6,059,926 Proceeds from sale of capital assets 500 - - - - - 500 Transfers out (282,194) - - - (4,498,276) (2,792,639) (7,573,109) Bonds issued - - - 126,140 5,438,860 - 5,565,000 Premium on bonds issued - - - - 195,727 - 195,727 Total Other Financing Sources (Uses)440,623 330,000 - 872,137 3,489,708 (884,424) 4,248,044 Net Change in Fund Balances 425,461 333,213 142,459 367,663 (1,178,649) 1,133,103 1,223,250 Fund Balances, January 1 10,564,929 (3,325,310) 1,973,241 5,407,384 8,737,359 5,679,930 29,037,533 Fund Balances, December 31 10,990,390$ (2,992,097)$ 2,115,700$ 5,775,047$ 7,558,710$ 6,813,033$ 30,260,783$ Special Revenue The notes to the financial statements are an integral part of this statement. 42 CITY OF RICHFIELD, MINNESOTA RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES TO THE STATEMENT OF ACTIVITIES GOVERNMENTAL FUNDS FOR THE YEAR ENDED DECEMBER 31, 2022 Amounts reported for governmental activities in the statement of activities are different because Total Net Change in Fund Balances - Governmental Funds 1,223,250$ Capital outlays are reported in governmental funds as expenditures. However, in the statement of activities, the cost of those assets is allocated over the estimated useful lives as depreciation expense. Capital outlays 17,529,690 Depreciation/amortization expense (4,116,760) The issuance of long-term debt provides current financial resources to governmental funds, while the repayment of principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction, however, has any effect on net position. Also, governmental funds report the effect of premiums, discounts and similar items when debt is first issued, whereas these amounts are amortized in the statement of activities. Principal repayments 3,760,000 Bonds issued (5,565,000) Current year amortization of bond premium 126,300 Premium on bonds issued (195,727) Lease principal payments 24,878 Interest on long-term debt in the statement of activities differs from the amount reported in the governmental fund because interest is recognized as an expenditure in the funds when it is due, and thus requires the use of current financial resources. In the statement of activities, however, interest expense is recognized as the interest accrues, regardless of when it is due.(60,679) Internal service funds are used by the City to charge the cost of certain activities, such as insurance and telecommunication to individual funds. The net revenue (expense) of certain internal service funds is reported with governmental activities Investment earnings 106,662 Consolidation of internal service fund activities related to governmental activities (1,175,852) Transfer in 1,065,000 Gain on sale of capital assets 26,125 Certain revenues are recognized as soon as they are earned. Under the modified accrual basis of accounting, certain revenues cannot be recognized until they are available to liquidate liabilities of the current period. Special assessments 89,399 Property taxes 4,832 State shared taxes (7,600,315) Some expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds. Other postemployment benefits (87,028) Long-term pension activity is not reported in governmental funds. Pension expense (1,259,528) Pension revenue from State contributions 323,742 Change in Net Position - Governmental Activities 4,218,989$ The notes to the financial statements are an integral part of this statement. 43 CITY OF RICHFIELD, MINNESOTA STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Taxes 19,866,602$ 19,866,390$ 20,052,150$ 185,760$ Licenses and permits 1,212,288 1,269,500 1,379,973 110,473 Intergovernmental 3,461,170 3,585,750 3,419,575 (166,175) Charges for services 2,142,260 1,843,550 1,969,877 126,327 Fines and forfeitures 220,000 220,000 175,056 (44,944) Special assessments - - 4,726 4,726 Interest earnings (loss)20,000 25,000 114,044 89,044 Miscellaneous 47,830 43,100 63,217 20,117 Total Revenues 26,970,150 26,853,290 27,178,618 325,328 Expenditures Current Legislative/executive 1,113,300 1,067,967 990,581 77,386 Administrative services 973,080 1,042,317 959,929 82,388 Finance 769,760 1,015,664 1,005,251 10,413 Public safety 10,926,920 10,755,360 10,437,293 318,067 Fire 5,130,730 5,130,731 5,314,355 (183,624) Community development 1,802,120 1,651,380 1,616,827 34,553 Public works 4,751,100 4,716,520 4,884,218 (167,698) Recreation services 2,151,320 2,150,070 1,985,326 164,744 Total Expenditures 27,618,330 27,530,009 27,193,780 336,229 Excess (Deficiency) of Revenues Over (Under) Expenditures (648,180) (676,719) (15,162) 661,557 Other Financing Sources (Uses) Transfers in 898,180 926,719 722,317 (204,402) Proceeds from sale of capital assets - - 500 500 Transfers out (250,000) (250,000) (282,194) (32,194) Total Financing Sources (Uses)648,180 676,719 440,623 (236,096) Net Change in Fund Balances - - 425,461 425,461 Fund Balances, January 1 10,564,929 10,564,929 10,564,929 - Fund Balances, December 31 10,564,929$ 10,564,929$ 10,990,390$ 425,461$ Budgeted Amounts The notes to the financial statements are an integral part of this statement. 44 CITY OF RICHFIELD, MINNESOTA STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL ICE ARENA SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Charges for services 1,154,560$ 1,154,560$ 1,094,993$ (59,567)$ Interest earnings (loss)- - 7,026 7,026 Miscellaneous 8,140 8,140 100,261 92,121 Total Revenues 1,162,700 1,162,700 1,202,280 39,580 Expenditures Current Recreation services Personnel services 577,920 577,920 613,791 (35,871) Other services and charges 452,340 447,550 574,310 (126,760) Capital outlay Culture and recreation - - - - Debt service Interest and other charges 10,970 10,970 10,966 4 Total Expenditures 1,041,230 1,036,440 1,199,067 (162,627) Excess (Deficiency) of Revenues Over (Under) Expenditures 121,470 126,260 3,213 (123,047) Other Financing Sources Transfers in 330,000 340,000 330,000 (10,000) Net Change in Fund Balances 451,470 466,260 333,213 (133,047) Fund Balances, January 1 (3,325,310) (3,325,310) (3,325,310) - Fund Balances, December 31 (2,873,840)$ (2,859,050)$ (2,992,097)$ (133,047)$ Budget Amounts The notes to the financial statements are an integral part of this statement. 45 THIS PAGE IS LEFT BLANK INTENTIONALLY 46 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL ELECTIONS SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Interest earnings (loss)4,000$ 4,000$ 93,476$ 89,476$ Miscellaneous 253,580 265,183 411,073 145,890 Total Revenues 257,580 269,183 504,549 235,366 Expenditures Current Administrative services Personnel services 105,100 101,836 102,163 (327) Other services and charges 55,360 34,170 259,927 (225,757) Total Expenditures 160,460 136,006 362,090 (226,084) Net Change in Fund Balances 97,120 133,177 142,459 9,282 Fund Balances, January 1 1,973,241 1,973,241 1,973,241 - Fund Balances, December 31 2,070,361$ 2,106,418$ 2,115,700$ 9,282$ Budget Amounts The notes to the financial statements are an integral part of this statement. 47 Governmental Activities - Municipal Water and Storm Internal Liquor Sewer Utility Sewer Total Service Funds Assets Current Assets Cash and temporary investments 1,434,842$ 7,423,164$ 6,021,054$ 14,879,060$ 10,983,975$ Receivables Accrued interest 2,224 9,806 12,368 24,398 14,674 Accounts 50 2,279,683 527,789 2,807,522 69,191 Special assessments - 47,604 - 47,604 - Due from other governments 1,029 - 8,992 10,021 - Advances to other funds - - - - 68,788 Inventories 1,539,190 - - 1,539,190 - Prepaid items 22,471 8,090 805 31,366 305,230 Total Current Assets 2,999,806 9,768,347 6,571,008 19,339,161 11,441,858 Long-term Assets Advances to other funds - - - - 442,883 Special assessments - 331,022 - 331,022 - Capital assets Land 499,188 53,550 85,935 638,673 - Construction in progress 25,175 251,640 50,053 326,868 311,975 Buildings and systems 6,411,779 18,693,371 839,481 25,944,631 12,214,057 Distribution and collection systems - 27,026,843 24,169,363 51,196,206 - Total Capital Assets 6,936,142 46,025,404 25,144,832 78,106,378 12,526,032 Less accumulated depreciation (3,336,991) (27,830,284) (13,857,145) (45,024,420) (8,338,000) Net Capital Assets 3,599,151 18,195,120 11,287,687 33,081,958 4,188,032 Total Long-term Assets 3,599,151 18,526,142 11,287,687 33,412,980 4,630,915 Total Assets 6,598,957 28,294,489 17,858,695 52,752,141 16,072,773 Deferred Outflows of Resources Deferred other postemployment benefits resources 17,363 25,786 - 43,149 13,408 Deferred pension resources 374,513 478,354 31,842 884,709 326,316 Total Deferred Outflows of Resources 391,876 504,140 31,842 927,858 339,724 Business-type Activities - Enterprise Funds CITY OF RICHFIELD, MINNESOTA STATEMENT OF NET POSITION PROPRIETARY FUNDS DECEMBER 31, 2022 The notes to the financial statements are an integral part of this statement. 48 Governmental Activities - Municipal Water and Storm Internal Liquor Sewer Utility Sewer Total Service Funds Liabilities Current Liabilities Accounts and contracts payable 393,056$ 688,295$ 35,522$ 1,116,873$ 161,623$ Accrued salaries payable 50,158 68,533 6,544 125,235 47,345 Due to other governments 144,202 45,148 - 189,350 53,493 Accrued interest payable - 94,528 109,291 203,819 - Compensated absences payable - current portion 41,371 63,652 1,275 106,298 605,573 Bonds payable - current portion - 555,000 445,000 1,000,000 - Total Current Liabilities 628,787 1,515,156 597,632 2,741,575 868,034 Long-term Liabilities Compensated absences payable 80,370 123,655 2,477 206,502 1,782,483 Claims and judgements - - - - 1,614,340 Bonds payable - 7,090,583 8,341,936 15,432,519 - Net pension liability 1,257,607 1,606,301 106,923 2,970,831 1,095,764 Other postemployment benefits payable 43,338 64,361 - 107,699 33,465 Total Long-term Liabilities 1,381,315 8,884,900 8,451,336 18,717,551 4,526,052 Total Liabilities 2,010,102 10,400,056 9,048,968 21,459,126 5,394,086 Deferred Inflows of Resources Deferred other postemployment benefit resources 23,208 34,467 - 57,675 17,921 Deferred pension resources 24,211 30,924 2,058 57,193 21,095 Total Deferred Inflows of Resources 47,419 65,391 2,058 114,868 39,016 Net Position Net investment in capital assets 3,599,151 15,230,026 2,721,136 21,550,313 4,188,032 Unrestricted 1,334,161 3,103,156 6,118,375 10,555,692 6,791,363 Total Net Position 4,933,312$ 18,333,182$ 8,839,511$ 32,106,005 10,979,395$ Adjustment to reflect the consolidation of internal service fund activities related to enterprise funds (2,378,674) Net position of business-type activities 29,727,331$ CITY OF RICHFIELD, MINNESOTA STATEMENT OF NET POSITION (CONTINUED) PROPRIETARY FUNDS DECEMBER 31, 2022 Business-type Activities - Enterprise Funds The notes to the financial statements are an integral part of this statement. 49 THIS PAGE IS LEFT BLANK INTENTIONALLY 50 Governmental Activities - Municipal Water and Storm Internal Liquor Sewer Utility Sewer Total Service Funds Operating Revenues Charges for services 14,200,736$ 9,659,149$ 2,004,767$ 25,864,652$ -$ Less: cost of sales (10,659,157) - - (10,659,157) 4,755,224 Total Operating Revenues 3,541,579 9,659,149 2,004,767 15,205,495 4,755,224 Operating Expenses Personnel services 1,629,918 2,706,590 517,134 4,853,642 1,881,084 Other services and charges 699,016 4,809,345 586,266 6,094,627 3,360,163 Depreciation 236,612 1,488,482 762,883 2,487,977 1,002,096 Total Operating Expenses 2,565,546 9,004,417 1,866,283 13,436,246 6,243,343 Operating Income (loss)976,033 654,732 138,484 1,769,249 (1,488,119) Nonoperating Revenues (Expenses) Intergovernmental - - 18,992 18,992 - Interest earnings (loss)14,615 46,423 43,465 104,503 106,662 Miscellaneous revenues 8,988 233,628 150,167 392,783 539 Gain on sale of capital assets 2,001 - 5,175 7,176 26,125 Interest and amortization expense - (184,437) (219,713) (404,150) - Total Nonoperating Revenues (Expenses)25,604 95,614 (1,914) 119,304 133,326 Income (Loss) Before Contributions and Transfers 1,001,637 750,346 136,570 1,888,553 (1,354,793) Transfers In - 410,616 872,097 1,282,713 1,121,500 Transfers Out (834,530) - - (834,530) (56,500) Total Transfers and Contributions (834,530) 410,616 872,097 448,183 1,065,000 Change in Net Position 167,107 1,160,962 1,008,667 2,336,736 (289,793) Net Position - January 1 4,766,205 17,172,220 7,830,844 29,769,269 11,269,188 Net Position, December 31 4,933,312$ 18,333,182$ 8,839,511$ 32,106,005 10,979,395$ Adjustment to reflect the consolidation of internal service fund activities related to enterprise funds (273,814) Change in net position of business-type activities 2,062,922$ CITY OF RICHFIELD, MINNESOTA STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION PROPRIETARY FUNDS FOR THE YEAR ENDED DECEMBER 31, 2022 Business-type Activities - Enterprise Funds The notes to the financial statements are an integral part of this statement. 51 Governmental Activities - Municipal Water and Storm Internal Liquor Sewer Utility Sewer Total Service Funds Cash Flows from Operating Activities Receipts from customers and users 14,201,429$ 9,618,483$ 1,917,780$ 25,737,692$ 4,731,750$ Other operating receipts 8,988 233,628 150,167 392,783 539 Payments to suppliers (11,414,388) (4,870,860) (594,442) (16,879,690) (3,073,699) Payments to employees (1,678,931) (2,533,613) (484,774) (4,697,318) (1,761,926) Net Cash Provided (Used) by Operating Activities 1,117,098 2,447,638 988,731 4,553,467 (103,336) Cash Flows from Noncapital Financing Activities Receipts on interfund balances - - - - 67,426 Increase (decrease) in due to other funds - (379) - (379) - Increase (decrease) in due from component unit (256) - - (256) - Transfers from other funds - 410,616 872,097 1,282,713 1,121,500 Transfers to other funds (834,530) - - (834,530) (56,500) Net Cash Provided (Used) by Noncapital Financing Activities (834,786) 410,237 872,097 447,548 1,132,426 Cash Flows from Capital and Related Financing Activities Acquisition of capital assets (15,840) (1,146,309) (241,417) (1,403,566) (720,833) Proceeds from sale of capital assets 2,001 - 5,175 7,176 26,125 Intergovernmental - - 18,992 18,992 - Proceeds from bonds issued, net of issuance costs - 1,469,620 3,121,342 4,590,962 - Interest paid on debt - (200,515) (193,656) (394,171) - Principal paid on bonds - (535,000) (425,000) (960,000) - Net Cash Provided (Used) by Capital and Related Financing Activities (13,839) (412,204) 2,285,436 1,859,393 (694,708) Cash Flows from Investing Activities Investment receipts 14,301 42,702 34,085 91,088 110,429 Net Increase (Decrease) in Cash and Cash Equivalents 282,774 2,488,373 4,180,349 6,951,496 444,811 Cash and Cash Equivalents, January 1 1,152,068 4,934,791 1,840,705 7,927,564 10,539,164 Cash and Cash Equivalents, December 31 1,434,842$ 7,423,164$ 6,021,054$ 14,879,060$ 10,983,975$ CITY OF RICHFIELD, MINNESOTA STATEMENT OF CASH FLOWS PROPRIETARY FUNDS FOR THE YEAR ENDED DECEMBER 31, 2022 Business-type Activities - Enterprise Funds The notes to the financial statements are an integral part of this statement. 52 Governmental Activities - Municipal Water and Storm Internal Liquor Sewer Utility Sewer Total Service Funds Reconciliation of Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities Operating income (loss)976,033$ 654,732$ 138,484$ 1,769,249$ (1,488,119)$ Adjustments to reconcile operating income (loss) to net cash provided (used) by operating activities Depreciation 236,612 1,488,482 762,883 2,487,977 1,002,096 Other income related to operations 8,988 233,628 150,167 392,783 539 (Increase) decrease in assets/deferred outflows of resources Receivables Accounts receivable 41 (43,181) (77,995) (121,135) (31,957) Due from other governments 652 997 (8,992) (7,343) 8,483 Special assessments - 1,518 - 1,518 - Inventories (233,982) - - (233,982) - Prepaid items 6,077 2,926 (342) 8,661 (287,827) Deferred OPEB resources (6,246) (11,317) - (17,563) (3,542) Deferred pension resources 148,189 100,447 (3,600) 245,036 92,910 Increase (decrease) in liabilities/deferred inflows of resources Accounts and contracts payable 169,414 (61,278) (7,834) 100,302 55,637 Accrued salaries payable (5,766) 11,300 2,178 7,712 369 Due to other governments 2,276 (3,163) - (887) 17,958 Compensated absences payable (34,902) 15,293 403 (19,206) 71,640 Claims and judgements - - - - 500,696 Net pension liability 530,982 801,691 67,663 1,400,336 512,984 Other postemployment benefits payable (25,697) (25,489) - (51,186) (27,799) Deferred pension resources (641,233) (708,808) (34,284) (1,384,325) (518,366) Deferred OPEB resources (14,340) (10,140) - (24,480) (9,038) Net Cash Provided (Used) by Operating Activities 1,117,098$ 2,447,638$ 988,731$ 4,553,467$ (103,336)$ Schedule of Noncash Capital and Related Financing Activities Amortization of bond premium -$ 35,800$ 25,800$ 61,600$ -$ Business-type Activities - Enterprise Funds FOR THE YEAR ENDED DECEMBER 31, 2022 CITY OF RICHFIELD, MINNESOTA STATEMENT OF CASH FLOWS (CONTINUED) PROPRIETARY FUNDS The notes to the financial statements are an integral part of this statement. 53 Custodial Fund Assets Cash and temporary investments 493,369$ Receivables Accrued interest 13,810 Total Assets 507,179$ Liabilities Accounts and contracts payable 19,442$ Due to other governments 394,714 Total Liabilities 414,156 Net Position Restricted 93,023 Total Net Position 93,023$ CITY OF RICHFIELD, MINNESOTA STATEMENT OF FIDUCIARY NET POSITION FIDUCIARY FUNDS DECEMBER 31, 2022 The notes to the financial statements are an integral part of this statement. 54 Custodial Fund Additions Interest earnings (loss)90,735$ License fee collections for State of Minnesota 21,213,436 Miscellaneous 2,394 Total Additions 21,306,565 Deductions Payments to State of Minnesota 21,213,436 Current General government Other services and charges 211 Total Deductions 21,213,647 Net Increase (Decrease) in Fiduciary Net Position 92,918 Net Position - Beginning 105 Net Position - Ending 93,023$ CITY OF RICHFIELD, MINNESOTA STATEMENT OF CHANGES IN FIDUCIARY NET POSITION FIDUCIARY FUNDS FOR THE YEAR ENDED DECEMBER 31, 2022 The notes to the financial statements are an integral part of this statement. 55 THIS PAGE IS LEFT BLANK INTENTIONALLY 56 CITY OF RICHFIELD, MINNESOTA NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2022 1.Summary of Significant Accounting Policies The City of Richfield (the City) was incorporated February 26, 1908. Since 1964, the City has operated under a Council - Manager form of government, as authorized by its City Charter. The accounting policies of the City conform to generally accepted accounting principles, as applied to governmental units by the U.S. Governmental Accounting Standards Board (GASB). The following is a summary of the more significant policies: A.Reporting Entity The financial statements present the City and its component units. The City includes all funds, organizations, institutions, agencies, departments, and offices that are not legally separate from such. Component units are legally separate organizations for which the elected officials of the City are financially accountable and are included wit hin the general purpose financial statements of the City because of the significance of their operational or financial relationships with the City. The City is considered financially accountable for a component unit if it appoints a voting majority of the organization’s governing body and it is able to impose its will on the organization by significantly influencing the programs, projects, activities, or level of services performed or provided by the organization, or there is a potential for the organizati on to provide specific financial benefits to, or impose specific financial burdens, on the City. As a result of applying the component unit definition criteria above, certain organizations have been defined and are presented in this report as follows: •Blended Component Units - Reported as if they were part of the City. •Discretely Presented Component Units - Entails reporting the component unit financial data in a column separate from the financial data of the City. •Related Organizations - The relationship of the City with the entity is disclosed. For each of the categories above, the specific entities are identified as follows: •Blended Components Units: The City has no blended component units. •Discretely Presented Component Units: - Housing and Redevelopment Authority (HRA) in and for the City of Richfield and Economic Development Authority (EDA) in and for the City of Richfield The HRA was established on November 12, 1974, per Minnesota State Statute 462.426 (Minnesota Housing and Redevelopment Act of 1947), and is governed by a five-member commission appointed by the Mayor. The HRA was formed by the City to provide housing and redevelopment assistance to Richfield citizens and businesses. The HRA provides this assistance through the general taxes, the use of Community Development Block Grants, and the establishment of tax increment and tax abatement financing districts. The HRA also operates the Section 8 rental subsidy program as a direct recipient from the Department of Housing and Urban Development. As the City appoints the HRA commission and has the ability to hire or dismiss those persons responsible for its day-to-day operations, the HRA is considered a component unit of the City. The EDA was established May 9, 2017 per Minnesota State Statutes, Sections 469.090 through 469.108 and some but not all of the powers of a housing and redevelopment authority under Minnesota Statutes, Sections 469.001 through 469.047. The EDA is governed by a five-member commission. Two commissioners shall be members of the City Council and three commissioners shall be members at large. The three at lar ge commissioners shall be the three at large commissioners of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota. The EDA was formed to provide resources for economic development in Richfield, including the Kids @ Home prog ram, Transformation Loan program, apartment remodeling programs and business development programing. 57 Financial statements of the HRA can be obtained from the administrative offices at City Hall: Richfield Housing and Redevelopment Authority 6700 Portland Avenue South Richfield, Minnesota 55423 Financial Statements of the EDA can be obtained from the administrative offices at City Hall Richfield Economic Development Authority 6700 Portland Avenue South Richfield, Minnesota 55423 • Related Organizations - The City has no related organizations. B. Government-Wide and Fund Financial Statements The government-wide financial statements (i.e., the statement of net position and the statement of activities) report information on all of the nonfiduciary activities of the primary government and its component units. For the most part, the effect of interfund activity has been removed from these statements. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and ch arges for support. The statement of activities demonstrates the degree to which the direct expenses of a given function or business -type activity is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or business-type activity. Program revenues include: 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or business -type activity; and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or business type activity. Taxes and other items not included among program revenues are reported instead as general revenues. Separate financial statements are provided for governmental funds, proprietary funds, and fiduciary funds, even though the latter are excluded from the government-wide financial statements. Major individual governmental funds and major individual enterprise funds are reported as separate columns in the fund financial statements. C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the Proprietary Fund and Fiduciary Fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. The custodial funds report using the economic resources measurement focus and the accrual basis of accounting . Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered t o be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers all revenues, except reimbursement grants, to be available if they are collected within 60 days of the end of the current fiscal period. Reimbursement grants are considered available if they are collected within one year of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as u nder accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences, OPEB obligations, and claims and judgments, are recorded only when payment is due. Property taxes, special assessments, intergovernmental revenues, charges for services and interest associated with the current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period. Only the portion of special assessments receivable due within the current fiscal period is considered to be susceptible to accrual as revenue of the current period. All other revenue items are considered to be measurable and available only when cash is received by the government. 58 The government reports the following major governmental funds: The General Fund is the government’s primary operating fund. It accounts for all financial resources of the general government, except those required to be accounted for in another fund. The Ice Arena Fund accounts for the revenues earned and other resources generated by the operation of the City’s two sheet ice arena facility. The Elections Fund was established to isolate the large fluctuation over time in election costs from year to year. The fund provides voter registration services, voter information services and election administration. Funding for the costs of elections services is derived from rental revenues from cellular telephone carriers who rent space for their antennas on City infrastructure. The Improvement Bond Debt Service Fund is used for the accumulation of resources for payment of principal and interest for outstanding general obligation issues. The Capital Improvement Capital Projects Fund is used to account for projects related to public improvement within the City. The government reports the following major proprietary funds: The Municipal Liquor Fund accounts for the operations of the four municipal liquor stores operated by the City. The Water and Sewer Utility Fund accounts for the water and sewer service charges which are used to finance the water system and sanitary sewer system operating expenses. The Storm Sewer Fund accounts for storm sewer user fees, which are used to finance storm sewer system operating expenses. Additionally, the government reports the following fund types: Internal Service Funds account for fleet management, data processing, risk management, building maintenance services, and compensated absences, provided to other funds or departments on a cost reimbursement basis. Custodial Funds are used to account for the City’s collection of fees to be remitted to the State of Minnesota such as building permit-surcharges, snowmobile-boat license fees, and motor vehicle license fees. As a general rule the effect of interfund activity has been eliminated from the government -wide financial statements. Exceptions to this general rule are transactions that would be treated as revenues, expenditures or expenses if they involved external organizations, such as buying goods and services or payments in lieu of taxes, are similarly treated when they involve other funds of the City of Richfield. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a prop rietary fund’s principal ongoing operations. The principal operating revenues of the City’s enterprise funds, the liquor, water & sewer, and storm sewer funds, and the City’s internal service funds are from the sale of product and charges to customers for services. Operating expenses for enterprise funds and internal service funds include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. When both restricted and unrestricted resources are available for an allowable use, it is the government’s policy to use restricted resources first, then unrestricted resources as they are needed. 59 D.Budgets Budgets for the General Fund and Special Revenue Funds, excluding the Liquor Contributions Fund, Recreation Special Program, Opioid Settlement and Wood Lake Endowment Fund, are adopted on a basis consistent with generally accepted accounting principles. Budgetary control for Capital Projects Funds is accomplished through the use of project controls and for the Debt Service Funds by bond indentures. Encumbrance accounting, under which purchase orders, contracts, and other commitments for the expenditures o f monies are recorded in order to reserve that portion of the applicable appropriation, is employed as an extension of formal budgetary integration in the General, Special Revenue, and Capital Projects Funds. Encumbrances outstanding at year-end are reported within restrictions, commitments, or assignments of fund balance, as appropriate, since they do not constitute expenditures or liabilities. At December 31, 2022 there are no significant encumbrances outstanding in any major or nonmajor fund. E.Legal Compliance - Budgets The City follows these procedures in establishing the budgetary data reflected in the financial statement and set forth in Sections 7.05 and 7.06 of the City Charter. 1.The City Manager shall, at a special budget meeting of the Council on or before September 15, submit to the Council a proposed budget and an explanatory budget message in a form and manner as prescribed by the City Charter. 2.At the City Council meeting, where the proposed budget and tax levy is submitted for adoption, the Council shall determine the place and time of the public hearing on the budget. Public hearings are conducted to obtain taxpayer comments. 3.The Council shall adopt the budget no later than the last date established by law for the County Auditor to levy taxes. The budget shall set forth the total for each budgeted fund and each department with such segregation as to objects and purposes of expenditures as the Council deems necessary for purposes of budget control for the General and Special Revenue Funds. 4.Reported budget amounts are as originally adopted or as amended by Council -approved budget transfers. During 2022 the General Fund budget was amended to decrease budgeted revenues by $116,860, decrease budgeted expenditures by $88,321 and increase budgeted transfer in by $28,539. The City Manager is authorized to transfer budgeted amounts between divisions within any department; however, any revisions that alter the total expenditures of any department must be approved by the City Council with formal adoption by resolution. All budgeted appropriations lapse at the end of the year. 5.Expenditures may not legally exceed budgeted appropriations at the total department level. Monitoring of budgets is maintained at the expenditure category (i.e., salaries, wages, and benefits; material, supplies, and services; and capital outlay) within each activity. Budgetary moni toring, by departments or divisions and by category, is required by the City Charter. F.Excess of Expenditures Over Appropriations Expenditures exceeded appropriations (budget) in the following individual funds for the year ended December 31, 2022: Excess of Expenditures Over Budget Actual Appropriations Major Ice Arena 1,036,440$ 1,199,067$ 162,627$ Elections Nonmajor 136,006 362,090 226,084 Swimming Pool 506,210 582,544 76,334 Fund 60 G.Deficit Fund Equity The following funds had fund equity deficits as December 31, 2022: Amount Major Ice Arena 2,992,097$ Nonmajor Governmental Swimming pool 147,802 Fund H.Cash, Cash Equivalents, and Investments Cash and investment balances from all funds are pooled and invested to the extent available in authorized investments, with the exception of non-pooled investments related to the 2020A bond issuance. Earnings from such pooled investments are allocated to the respective funds on the basis of applicable cash balance participation by each fund. Certain investments for the City are reported at fair value as disclosed in Note 2. The City categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs. Investment income is accrued at the balance sheet date. For purposes of the statement of cash flows, the Proprietary Funds consider investments held in the City’s cash management pool to be cash equivalents because this pool is used essentially as a demand deposit account. Short-Term Interfund and Primary Government/Component Unit Receivable/Payables During the course of operations, numerous transactions occur between individual funds for goods provided or services rendered. These receivables and payables are classified as “advances to other funds” or “ad vances from other funds” on the balance sheet. Payables/receivables between the primary government and its component unit are classified as “due to/from component unit” on the primary government’s balance sheet and “due to/from primary government” on the component unit’s balance sheet. Property taxes and special assessments have been reported net of estimated uncollectible accounts. (See Note 1H and I.) Because utility bills are considered liens on property, no estimated uncollectible amounts are establ ished. Uncollectible amounts are not material for other receivables and have not been reported. I.Property Tax Revenue Recognition The City Council annually adopts a tax levy and certifies it to the County in December (levy/assessment date) of each year for collection in the following year. The County is responsible for billing and collecting all property taxes for itsel f, the City, the local School District and other taxing authorities. Such taxes become a lien on January 1 and are recorded as receivables by the City at that date. Real property taxes are payable (by property owners) on May 15 and October 15 of each calendar year. Personal property taxes are payable by taxpayers on February 28 and June 30 of each year. These taxes are collected by the County and remitted to the City on or before July 5 and December 5 of the same year. Delinquent collections for November and Decem ber are received the following January. The City has no ability to enforce payment of property taxes by property owners. The County possesses this authority. Government-Wide Financial Statements The City recognizes property tax revenue in the period for which the taxes were levied. Uncollectible property taxes are not material and have not been reported. 61 Governmental Fund Financial Statements The City recognizes property tax revenue when it becomes both measurable and available to finance expen ditures of the current period. In practice, current and delinquent taxes and State credits received by the City in July, December and January are recognized as revenue for the current year. Taxes collected by the County by December 31 (remitted to the City the following January) and taxes and credits not received at the year-end are classified as delinquent and due from County taxes receivable. The portion of delinquent taxes not collected by the City in January is fully offset by deferred inflows of resources because they are not available to finance current expenditures. J.Special Assessment Revenue Recognition Special assessments are levied against benefited properties for the cost or a portion of the cost of special assessment improvement projects in accordance with State Statutes. These assessments are collectible by the City over a term of years usually consistent with the term of the related bond issue. Collection of annual installments (including interest) is handled by the County Auditor in the same manner as property taxes. Property owners are allowed to (and often do) prepay future installments without interest or prepayment penalties. Once a special assessment roll is adopted, the amount attributed to each parcel is a lien upon that property until full payment is made or the amount is determined to be excessive by the City Council or court action. If special assessments are allowed to go delinquent, the property is subject to tax forfeit sale. Proceeds of sales from tax forfeit properties are allocated first to the County’s costs of administering all tax forfeit properties. Pursuant to State Statutes, a property shall be subject to a tax forfeit sale after three years unless it is homesteaded, agricultural or seasonal recreational land in which event the property is subject to such sale after five years. Government-Wide Financial Statements The City recognizes special assessment revenue in the period that the assessment roll was adopted by the City Council. Uncollectible special assessments are not material and have not been reported. Governmental Fund Financial Statements Revenue from special assessments is recognized by the City when it becomes measurable and available to finance expenditures of the current fiscal period. In practice, current and delinquent special assessments received by the City are recognized as revenue for the current year. Special assessments that are collected by the County by December 31 (remitted to the City the following January) and are also recognized as revenue for the current year. All remaining delinquent, deferred and special deferred assessments receivable in governmental funding are completely offset by deferred inflows of resources of revenues. K.Inventories Inventories are valued at cost, on a first-in, first-out basis. The cost of inventory in the Proprietary Funds is recognized as cost of sales or expense of operation at the time the inventory is sold or used. L.Prepaid Items Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as pr epaid items in both government-wide and fund financial statements. Accordingly, prepaid items are accounted for using the consumption method, where expense is recognized in the periods that the service or benefit is provided. M.Lease Receivable The City’s lease receivable is measured at the present value of lease payments expected to be received during the lease term. A deferred inflow of resources is recorded for the lease. The deferred inflow of resources is recorded at the initiation of the lease in an amount equal to the initial recording of the lease receivable. The deferred inflow of resources is amortized on a straight-line basis over the term of the lease. N.Land Held for Resale Land held for resale represents property purchased by the City with the intent to resell in the future for redevelopment. These assets are stated at the lower of cost of net realizable value. 62 O.Capital Assets Capital assets, which include property, plant, equipment and infrastructure assets (e.g., roads, bri dges, sidewalks, and similar items), are reported in the applicable governmental or business -type activities columns in the government- wide financial statements. Infrastructure assets that are reported within the government -wide financial statements include assets that were acquired on or after 1960. Capital assets are defined by the government as assets with an initial, individual cost of more than $5,000 (amount not rounded) and an estimated useful life in excess of one year. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets, donated works of art and similar items, and capital assets received in a service concession arrangement are reported at acquisition value. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend assets lives are not capitalized. Major outlays for capital assets and improvements are capitalized as projects are constructed. Property, plant and equipment of the primary government, as well as the component units, is depreciated using the straight-line method, while infrastructure assets are depreciated using the composite method. Capital assets are depreciated over the following estimated useful lives: Assets Buildings and Structures 20 - 50 years Machinery and Equipment 3 - 15 years Furniture and Fixtures 10 years Other Improvements 10 - 50 years Storm Sewers 25 - 30 years Streets 25 years Street Lights 25 years Distribution and Collection Systems 30 - 50 years P.Compensated Absences It is the City’s policy to permit employees to accumulate earned but unused vacation and personal leave pay benefits. In addition, the fire employees are paid one-third of their unused sick pay upon termination. All vacation pay is accrued when incurred in the government-wide and proprietary fund financial statements. A liability for governmental fund employees is accrued in the Compensated Absences Fund as they are incurred. In accordance with the provisions of Statement of Government Accounting Standards No. 16, Accounting for Compensated Absences, no liability is recorded for nonvesting accumulating rights to receive sick pay benefits. However, a liability is recognized for that portion of accumulating sick leave benefits that is vested as severance pay. Compensated absences for governmental funds are accounted for in the Compensated Absences Internal Service Fund. Q.Long-Term Obligations In the government-wide financial statements and proprietary fund types in the fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business -type activities, or proprietary fund type statement of net position. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing source s while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. R.Pensions For purposes of measuring the net pension liability, deferred outflows/inflows of resources, and pension expense, information about the fiduciary net position of the Public Employees Retirement Association (PERA) and additions to/deductions from PERA’s fiduciary net position have been determined on the same basis as they are reported by PERA except that PERA’s fiscal year end is June 30. For this purpose, plan contributions are recognized as of employer payroll paid dates and benefit payments and refunds are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. 63 S. Fund Equity In the fund financial statements, governmental funds report fund balance classifications that disclose constraints for which amounts in those funds can be spent. These classifications are as follows: Nonspendable - Consists of amounts that are not in spendable form, such as prepaid items, inventory, and other long-term assets. Restricted - Consists of amounts related to externally imposed constraints established by creditors, grantors, or contributors; or constraints imposed by state statutory provisions. Committed - Consists of internally imposed constraints that are established by resolution of the City Council. Those committed amounts cannot be used for any other purpose unless the City Council removes or chang es the specified use by taking the same type of action it employed to previously commit those amounts. Assigned - Consists of internally imposed constraints. These constraints consist of amounts intended to be used by the City for specific purposes but do not meet the criteria to be classified as restricted or committed. In governmental funds, assigned amounts represent intended uses established by the governing body itself or by an official to which the governing body delegates the authority. Pursuant to City Council resolution, the City’s Finance Manager is authorized to establish assignments of fund balance. Unassigned - The residual classification for the General Fund which also reflects negative residual amounts in other funds. When both restricted and unrestricted resources are available for use, it is the City’s policy to first use restricted resources, and then use unrestricted resources as they are needed. When committed, assigned, or unassigned resources are available for use, it is the City’s policy to use resources in the following order: 1) committed, 2) assigned, and 3) unassigned. T. Deferred Outflows/Inflows of Resources In addition to assets, the statement of financial position will sometimes report a separate section for deferre d outflows of resources. This separate financial statement element represents a consumption of net assets that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until that time. The City has two items that qualifies for reporting in this category. The City presents deferred outflows of resources on the Statement of Net Position for deferred outflows or resources related to pensions and OPEB for various estimate differences that will be amortized and recognized over future years. In addition to liabilities, the statement of financial position and fund financial statements will sometimes report a separat e section for deferred inflows of resources. This separate financial statement element represents an acquisition of net assets that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. The City has seven items that qualify for reporting in this category. Five of the items reported arise under the modified accrual basis of accounting and are reported in the Governmental Fund Balance Sheet as unavailable revenue, deferred inflows of resources related to lease receivables, and advanced appropriations - state shared taxes. The governmental funds report unavailable revenues from three sources: delinquent property taxes, special assessments, and state shared taxes. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. The City presents deferred inflows or resources on the Statement of Net Position for deferred inflows of resources related to state shared taxes, lease receivable, pensions and OPEB for various estimate differences that will be amortized and recognized over future years. 64 U.Net Position In the government-wide and proprietary fund financial statements, net position represents the difference between assets and deferred outflows of resources, and liabilities and deferred inflows of resources. A reclassification of $7,488,050 was made between the net investment in capital assets net position class and unrestricted net position in the total column of the Statement of Net Position to recognize the portion of debt attributable to capital assets donated from governmental activities to business-type activities. Net position is displayed in three components: Net Investment in Capital Assets – Consists of capital assets, net of accumulated depreciation reduced by any outstanding debt attributable to acquire capital assets. Restricted Net Position –Consists of net position restricted when there are limitations imposed on their use through external restrictions imposed by creditors, grantors, or laws or regulations of other governments. Unrestricted Net Position –All other net positions that do not meet the definition of “restricted” or “invested in capital assets.” V.Targeted Fund Balance The City has established a targeted fund balance policy for its General Fund where it will strive to maintain an unassigned fund balance of an amount not less than 40% of the current year end actual General Fund expenditures. The dollar amount of the target may fluctuate with each year’s actual results. W.Interfund Transactions Interfund services provided and used are accounted for as revenues, expenditures or expenses. Transactions that constitute reimbursements to a fund for expenditures/expenses initially made from it that are properly applicable to another fund, are recorded as expenditures/expenses in the reimbursing fund and as reductions of expenditures/expenses in the fund that is reimbursed. Interfund loans are reporte d as an interfund loan receivable or payable which offsets the movement of cash between funds. All other interfund transactions are reported as transfers. X.Reclassified Certain 2021 amounts have been reclassified to conform to the 2022 presentation. Y.Use of Estimates The preparation of financial statements, in accordance with accounting principles generally accepted in the United States of America, requires management to make es timates that affect amounts reported in the financial statements during the reporting period. Actual results could differ from such estimates. 65 2.Deposits and Investments A.Deposits Minnesota Statutes require that all deposits with financial institutions must be collateralized in an amount equal to 110% of deposits in excess of FDIC insurance. B.Investments The City, HRA and EDA are authorized by Minnesota Statutes Chapter 118A to invest in the following: a)Direct obligations or obligations guaranteed by the United States or its agencies. b)Shares of investment companies registered under the Federal Investment Company Act of 1940 and whose only investments are in securities described in a) above. c)General obligations of the State of Minnesota or any of its municipalities. d)Bankers’ acceptances of United States banks eligible for purchase by the Federal Reserve System. e)Commercial paper, issued by United States corporations of their Canadian subsidiaries, of the highest quality, and maturing in 270 days or less. f)Repurchase or reverse repurchase agreements with banks that are members of the Federal Reserve System with capitalization exceeding $10,000,000, a primary reporting dealer in U.S. government securities in the Federal Reserve Bank of New York, or certain Minnesota securities broker-dealers. g)Guaranteed investment contracts (GIC) issued or guaranteed by a United States commercial bank or domestic branch of a foreign bank or a United States insurance company or its Canadian or United States subsidiary. h)Mortgage-backed securities that are direct obligations or guaranteed or insured issues of the United States, its agencies, and its instrumentality’s, or organizations created by an act of Congress. The City’s investments are categorized by level of risk as provided in GASB Statement No. 40, D eposit and Investment Risk Disclosures, in the following manner: Custodial Credit Risk - For investments, this is the risk that in the event of a failure of the counterparty to an investment transaction (typically a broker-dealer) the City would not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. The City’s investment p olicies do not formally address this risk, but the City typically limits its exposure by purchasing insured or registered investments, or by the control of who holds the securities. To protect against potential fraud and embezzlement, the investments of th e City, HRA and EDA are secured through a third party custody and safekeeping arrangement. Interest Rate Risk - To control the risk of market price changes, the City’s formal investment policy recommends investment maturities shall match the City’s projected cash flows. Investments in securities with maturities in excess of two years shall be placed with the intention to hold the security until maturity. Credit Risk - To control credit risk, investments purchased shall include those authorized by Minnesota Statutes, such as U.S. Government Securities and the highest quality commercial paper. The ratings assigned to these securities are noted in the table below. The City’s investment policy does not further address credit risk. The City participates in the Minnesota Municipal Money Market Fund (the 4M Fund) which is regulated by Minnesota statutes and the Board of Directors of the League of Minnesota Cities and is a customized cash management and investment program for Minnesota public funds. Sponsored and governed by the League of Minnesota Cities since 1987, the 4M Fund is a unique investment alternative designed to address the daily and long term investment needs of Minnesota cities and other municipal entities. Allowable under Minnesota statutes, the 4M Fund is comprised of top quality, rated investments. The Minnesota Municipal Money Market Fund operates in acc ordance with appropriate State laws and regulations. The 4M Fund is an external investment pool not registered with the Securities and Exchange Commission (SEC): however, it follows the same regulatory rules of the SEC under rule 2a7. The reported value of the pool is the same as the fair value of the pool share. The City’s investment in the 4M Fund at December 31, 2022 is $22,149,048. 66 In accordance with GASB Statement No. 79, the Minnesota Municipal Investment Pool securities are valued at amortized cost, which approximates fair value. There are no restrictions or limitations on withdrawals from the 4M Liquid Asset Fund. Investments in the 4M Plus must be deposited for a minimum of 14 calendar days. Withdrawal prior to the 14-day restriction period will be subject to a penalty equal to seven days interest on the amount withdrawn. Seven days’ notice of redemption is required for withdrawa ls of investments in the 4M Term Series withdrawn prior to the maturity date of that series. A penalty could be assessed as necessary to recoup the Series for any charges, losses, and other costs attributable to the early redemption. Money market mutual funds invested as part of the City’s trust arrangement at Wells Fargo are consist entirely of money market funds and is unrated. Concentration of Credit Risk – The City’s investment policy places no limit on the amount the City may invest in any one issuer. Investments in Federal Home Loan Mortgage Corporation and Federal National Mortgage Association government securities exceed 5% of pooled investments. The following is a summary of the City’s, HRA’s and EDA’s investments, stated at fair value. The majority of the HRA and EDA investments are in the investment pool of the City. Therefore, the HRA and EDA investments are not segregated for disclosure. Nonpooled investments relate to the 2020A bond issuance. As of December 31, 2022, the City, HRA and EDA had the following investments and maturities: Investment Maturities (In Years) Moody's % of Fair Less Years Years Ratings Total Value Than 1 Year 1 - 5 6 - 10 Pooled Investments U.S. Agencies Federal Home Loan Mortgage Corporation AAA 1.24%963,430$ 963,430$ -$ -$ Federal Home Loan Mortgage Corporation AA+0.56%430,940 430,940 - - Federal Home Loan Bank AA+4.81%3,724,279 3,724,279 - - Federal Farm Credit AA+3.30%2,556,372 2,556,372 - - U.S. Treasury Securities A1+1.38%1,069,094 1,069,094 - - U.S. Treasury Bonds AAA 13.37%10,359,876 9,368,910 990,966 - U.S. Treasury Bonds AA+0.93%722,706 722,706 - - Municipal Bonds AA 0.61%475,486 475,486 - - Municipal Bonds AA+0.48%368,653 368,653 - - Municipal Bonds NR 1.00%778,188 778,188 - - Commercial Paper A1 0.64%497,927 497,927 - - Negotiable Certificates of Deposits NR 2.22%1,718,519 873,120 845,399 - Money Markets Money Market Mutual Fund Investments NR 40.87%31,665,383 31,665,383 - - External Investment Pool NR 28.59%22,149,047 22,149,047 - - Total Pooled Investments 100.00%77,479,900 75,643,535 1,836,365 - Non-pooled Investment External Investment Pool NR 100.00%258,840 258,840 - - Total Investments 77,738,740$ 75,902,375$ 1,836,365$ -$ Types of Investments The City has the following recurring fair value measurements as of December 31, 2022: • $31,668,660 of investments are valued using a quoted market prices (Level 1 inputs) • $23,665,469 of investments are valued using a matrix pricing model (Level 2 inputs) 67 3. Lease Receivable As of December 31, 2022 the City had the following lease receivable: Current Year Issue Inflow of Balance at Date Resources Year End NLTT Hockey Ventures, LLC (Minnesota Whitecaps) - Locker Room Rental Agreement 9/1/2022 3.20 %603,842$ 605,187$ Woodlawn Terrace Cooperative - Property Lease 1/1/2022 1.55 102,981 104,222 ETS South Central LLC - Training Room Lease 1/1/2022 0.69 68,167 68,836 Wheel Fun Rentals, LLC - Management Services Agreement 1/1/2022 1.27 160,147 160,526 E-Clan Inc (B&J Trees) - Property Lease 11/1/2022 3.24 33,019 26,353 Sprint - Site Lease Agreement (City Hall)1/1/2022 0.69 163,911 166,524 Sprint - Site Lease Agreement (Penn)1/1/2022 0.55 124,348 126,420 Sprint - Site Lease Agreement (Logan)1/1/2022 1.34 606,830 614,285 T-Mobile - Site Lease Agreement (Penn)1/1/2022 0.98 270,059 273,946 T-Mobile - Site Lease Agreement (Logan)1/1/2022 1.52 770,796 779,455 AT&T - Site Lease Agreement (Penn)1/1/2022 1.41 703,880 712,200 Verizon - Site Lease Agreement (City Hall)1/1/2022 1.41 759,917 764,287 Verizon - Site Lease Agreement (Penn)1/1/2022 1.59 1,295,886 1,314,965 American - Site Lease Agreement (66th)1/1/2022 1.31 463,250 469,009 6,127,033$ 6,186,215$ Description Rate Discount For the NLTT Hockey Ventures, LLC lease, the vendor pays the City $4,166 a month to rent 2,000 square feet of locker room space at the Richfield Ice Arena Building. Either party may terminate the agreement at the end of each five year interval upon giving a written 90-day notice. For the Woodlawn Terrace Cooperative lease, the vendor paid the City $5,286 in 2022 and this will increase by 3 percent each year to lease ten feet of the City’s property. This lease can be renews for up to two successive five year terms. For the ETS South Central LLC lease, the vendor paid the City $1,500 per month up until October 1, 2022, then increased to $1,550 per month to lease office space from the City. The lease will automatically extend for three additional twelve month periods, expiring on September 30, 2026. For the Wheel Fund Rentals, LLC lease, the vendor pays the City $4,000 quarterly for renting the City owed Mini - Golf facility. The City will also be paid ten percent of gross revenues from the operation, concessions and bike rentals, after $200,000 of gross revenues is received. For the E-Clan Inc. (B&J Trees) lease, the vendor paid the City $8,500 in 2022 and will increase by five percent each year to use property owed by the City for storing, displaying and selling of Christmas trees. The Cit y may terminate this agreement without cause by giving notice of termination. For the Sprint lease, the vendor paid the City $116,966 in 2022 and will increase by four percent each year to use property owed by the City for operating cell towers. Each term of five years and can be extend for three additional five year periods. For the T-Mobile lease, the vendor paid the City $75,286 in 2022 and will increase by four percent each year to use property owed by the City for operating cell towers. Each term of five years and can be extend for three additional five year periods. For the AT&T lease, the vendor paid the City $38,605 in 2022 and will increase by four percent each year to use property owed by the City for operating cell towers. Each term of five years and can be extend for three additional five year periods. 68 For the Verizon lease, the vendor paid the City $90,638 in 2022 and will increase by three percent each year to use property owed by the City for operating cell towers. Each term of five years and can be extend for three additional five year periods. For the American lease, the vendor paid the City $32,846 in 2022 and will increase by four percent each year to use property owed by the City for operating cell towers. Each term of five years and can be extend for two additional five year periods. 4.Capital Assets Capital asset activity for the year ended December 31, 2022: Restated Beginning Ending Balance Increases Decreases Balance Governmental Activities Capital Assets not Being Depreciated/Amortized Land 9,353,605$ -$ -$ 9,353,605$ Construction in progress 6,663,940 17,640,942 (119,127) 24,185,755 Total Capital Assets not Being Depreciated/Amortized 16,017,545 17,640,942 (119,127) 33,539,360 Capital Assets Being Depreciated/Amortized Leased equipment (Intangible Right to Use Asset)123,705 - - 123,705 Buildings and structures 50,005,128 - - 50,005,128 Machinery and equipment 19,370,367 548,708 (138,726) 19,780,349 Other improvments 8,103,937 180,000 - 8,283,937 Streets (Infrastructures)84,276,830 - - 84,276,830 Total Capital Assets Being Depreciated/Amortized 161,879,967 728,708 (138,726) 162,469,949 Less Accumulated Depreciation/Amortization for Leased equipment (Intangible Right to Use Asset)- (25,160) - (25,160) Buildings and structures (18,086,955) (1,190,560) - (19,277,515) Machinery and equipment (10,419,415) (1,295,729) 138,726 (11,576,418) Other improvments (4,799,011) (348,267) - (5,147,278) Streets (Infrastructures)(62,730,810) (2,259,140) - (64,989,950) Total Accumulated Depreciation/Amortization (96,036,191) (5,118,856) 138,726 (101,016,321) Depreciated/Amortized, Net 65,843,776 (4,390,148) - 61,453,628 Governmental Activities Capital Assets, Net 81,861,321$ 13,250,794$ (119,127)$ 94,992,988$ Total Capital Assets Being 69 Beginning Ending Balance Increases Decreases Balance Business-type Activities Capital Assets not Being Depreciated Land 638,673$ -$ -$ 638,673$ Construction in progress 15,413 508,894 (197,440) 326,867 Total Capital Assets not Being Depreciated 654,086 508,894 (197,440) 965,540 Capital Assets Being Depreciated Buildings and structures 10,496,348 - - 10,496,348 Machinery and equipment 15,071,261 150,636 (26,760) 15,195,137 Other improvements 50,507,878 941,476 - 51,449,354 Total Capital Assets Being Depreciated 76,075,487 1,092,112 (26,760) 77,140,839 Less Accumulated Depreciation for Buildings and structures (7,441,005) (229,798) - (7,670,803) Machinery and equipment (9,760,596) (654,706) 26,760 (10,388,542) Other improvements (25,361,603) (1,603,473) - (26,965,076) Total Accumulated Depreciation (42,563,204) (2,487,977) 26,760 (45,024,421) Total Capital Assets Being Depreciated, Net 33,512,283 (1,395,865) - 32,116,418 Business-type Activities Capital Assets, Net 34,166,369$ (886,971)$ (197,440)$ 33,081,958$ Capital assets transferred from governmental activities to business -type activities are not reflected in the changes of capital assets because those assets were never capitalized as governmental assets prior to the transfer. Depreciation/amortization expense was charged to functions/programs of the primary government as follows: Governmental Activities General Government 496,739$ Public Safety 121,464 Public Works, including depreciation of general infrastructure assets 2,602,191 Culture and Recreation 896,366 Internal service funds 1,002,096 Total Depreciation/Amortization Expense - Governmental Activities 5,118,856$ Business-type Activities Municipal Liquor 236,612$ Water and Sewer Utility 1,488,482 Storm Sewer 762,883 Total Depreciation Expense - Business-type Activities 2,487,977$ 70 At December 31, 2022, the City had construction project contracts in progress. The commitments related to the remaining contract balances are summarized as follows: Contract Remaining Amount Commitment 77th Street Phase III 22,647,569$ 5,283,572$ 65th Street Reconstruction 10,259,548 7,375,224 32,907,117$ 12,658,796$ Project 5.Risk Management The City is exposed to various risks such as loss related to: torts; theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. It is the City’s policy to be self-insured for workers’ compensation, dental insurance and short-term disability insurance. Additionally, the City maintains a risk retention program for property, general liability, and auto liability insurance coverage by maintaining high deductibles. Accordingly, a Self-Insurance Fund (an Internal Service Fund) was established to account for and finance the City’s uninsured risk of loss. Under this program, the Self Insurance Fund provides coverage for up to a maximum of $500,000 for each Workers’ Compensation claim, and $50,000 ($300,000 aggregate) for each general liability and property damage claim. The City purchases insurance from the League of Minnesota Cities Insurance Trust (LMCIT) for property and municipal liability and the Workers’ Compensation Reinsurance Association for claims in excess of coverage provided by the Fund and for all other risks of loss. The City has realized no significant reductions in insurance coverage during 2022. Finally, settled claims have not exceeded this commercial coverage in any of the past three fiscal years. Insurance reimbursements to the Self-Insurance Fund are charged back to the affected Governmental and Proprietary funds in the form of an insurance charge to fund future premiums and estimated prior and current year claims. The claims and judgments liability of $1,614,340 reported in the fund at December 31, 2022 is based on the requirements of Governmental Accounting Standards Board Statement No. 10 which requires a liability for claims reported if it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. Liabilities of the fund are reported when it is probable that a loss ha s occurred and the amount of the loss can be reasonably estimated. Liabilities include an amount for claims that have been incurred but not reported (IBNRs). The result of the process to estimate the claims liability is not an exact amount as it depends on many complex factors, such as inflation, changes in legal doctrines, and damage awards. Accordingly, claims are reevaluated periodically to consider the effects of inflation, recent claim settlement trends (including frequency and amount of pay -outs), and other economic and social factors. The estimate of the claims liability also includes amounts for incremental claim adjustment expenses related to specific claims and other claim adjustment expenses regardless of whether allocated to specific claims. Estimated recoveries, for example from salvage or subrogation, are another component of the claims liability estimate. A summary of the claims and judgments liability amount at December 31, 2022 and 2021 are as follows: Current Year Beginning Claims and Balance at of Fiscal Year Changes Claim Fiscal Liability in Estimates Payments-Net Year End 2021 781,978$ 630,463$ (298,797)$ 1,113,644$ 2022 1,113,644 923,980 (423,284) 1,614,340 71 6.Long-term Liabilities The City issues general obligation bonds and capital notes to provide funds for the acquisition and construction of capital projects. The reporting entity and long-term debt is segregated between the amounts repaid from governmental activities and amounts to be repaid from business-type activities. Redevelopment bonds are paid primarily from tax increments derived from increases in the taxable valuation of property within a redevelopment area in the City. The full faith and credit of the City is pledged on the bonds. Improvement bonds are paid primarily from debt service tax levies and proceeds of special assessments levied against property owners benefiting from improvements made. The full faith and credit of the City is pledged on the bonds. The Water and Sewer Revenue Bonds debt requirements are paid from the revenues of the operation of Water and Sewer Utility Fund. The Storm Sewer Revenue Bonds debt requirements are paid from net revenue of the operation of the Storm Sewer Utility Fund. The City entered into a lease agreement with Big Belly Solar, LLC for the purchase of hardware/software for the public works department. See the details below of the agreement. Current Year Total Lease Issue Payment Payment Additional Liability Date Terms Amount Outflows Connect Services Agreement - hardware/ software for public works department $ 98,827 0.69 % 1/1/2022 59 months $2,132 monthly -$ Interest Description Rate Governmental Activities As of December 31, 2022, the governmental long-term bonded debt of the financial reporting entity consisted of the following: Issue Maturity Authorized Balance at Date Date and Issued Year End Redevelopment Bonds G.O. Tax Increment Refunding Bonds, 2010B 3.05 %12/30/10 02/01/24 6,355,000$ 1,170,000$ G.O. Tax Increment Refunding Bonds, 2012B 2.25 09/06/12 02/01/25 2,970,000 755,000 Total Redevelopment Bonds 1,925,000 Improvement Bonds G.O. Improvement Bonds, Series 2013A 2.18 03/21/13 02/01/34 3,120,000 1,568,256 G.O. Street Reconstruction Bonds, Series 2015A 2.71 06/04/15 02/01/36 9,100,000 6,782,220 G.O. Refunding Bonds, Series 2016B 1.58 11/17/16 02/01/28 5,085,000 3,105,983 G.O. Refunding Bonds, Series 2016C 2.04 12/15/16 02/01/29 6,130,000 4,542,617 G.O. Street Reconstruction Bonds, Series 2017A 2.49 04/20/17 02/01/38 9,130,000 7,819,492 G.O. Capital Improvement Refunding Bonds, Series 2017B 2.17 12/14/17 02/01/29 3,045,000 2,203,653 G.O. Street Reconstruction Bonds, Series 2018A 3.10 05/31/18 02/01/39 9,770,000 8,758,785 G.O. Bonds, Series 2019A 2.63 06/06/19 02/01/40 5,290,000 5,162,025 G.O. Bonds, Series 2020A 1.91 05/14/20 02/01/41 2,995,000 2,978,077 G.O. Refunding Bonds, Series 2020B 1.09 11/19/20 02/01/33 1,370,000 1,311,244 G.O. Bonds, Series 2022A 4.00 07/07/22 02/01/43 5,565,000 5,751,427 Total Improvement Bonds 49,983,779 Lease Payable Connect Services Agreement - hardware/ software for public works department 0.68 01/01/22 11/19/26 123,705 98,827 Total Governmental Indebtedness 52,007,606$ Enterprise Bonds G.O. Refunding Bonds, Series 2015B 1.74 11/10/15 02/01/27 5,360,000 2,763,540$ G.O. Storm Water Bonds, Series 2016A 2.18 05/19/16 02/01/37 2,970,000 2,422,481 G.O. Bonds, Series 2019A 2.63 06/06/19 02/01/40 3,035,000 2,964,709 G.O. Bonds, Series 2020A 1.91 05/14/20 02/01/41 2,125,000 2,025,732 G.O. Refunding Bonds, Series 2020B 1.09 11/19/20 02/01/33 1,740,000 1,672,595 G.O. Bonds, Series 2022A 4.00 07/07/22 02/01/43 4,435,000 4,583,462 Total Enterprise Bonds 16,432,519$ Total City Indebtedness 68,440,125$ Net Interest Rate 72 Annual debt service requirements to maturity for general obligation bonds are as follows: Year Ending December 31,Principal Interest Total 2023 815,000$ 56,772$ 871,772$ 2024 850,000 24,256 874,256 2025 260,000 3,738 263,738 Total 1,925,000$ 84,766$ 2,009,766$ Redevelopment Bonds Year Ending December 31,Principal Interest Total 2023 3,055,000$ 1,283,309$ 4,338,309$ 2024 3,340,000 1,290,989 4,630,989 2025 3,450,000 1,191,944 4,641,944 2026 3,540,000 1,094,054 4,634,054 2027 3,645,000 996,929 4,641,929 2028 - 2032 14,325,000 3,644,742 17,969,742 2033 - 2037 11,615,000 1,821,213 13,436,213 2038 - 2042 5,325,000 426,241 5,751,241 2043 395,000 15,800 410,800 Total 48,690,000$ 11,765,221$ 60,455,221$ Improvement Bonds Year Ending December 31,Principal Interest Total 2023 24,979$ 589$ 25,568$ 2024 25,152 416 25,568 2025 25,326 241 25,567 2026 23,370 67 23,437 Total 98,827$ 1,313$ 100,140$ Lease Payable Year Ending December 31,Principal Interest Total 2023 555,000$ 186,694$ 741,694$ 2024 628,000 193,418 821,418 2025 649,600 174,798 824,398 2026 661,200 157,564 818,764 2027 682,800 139,891 822,691 2028 - 2032 1,572,400 530,813 2,103,213 2033 - 2037 1,333,000 316,230 1,649,230 2038 - 2042 1,161,400 107,453 1,268,853 2043 100,800 4,032 104,832 Total 7,344,200$ 1,810,893$ 9,155,093$ Water and Sewer 73 Year Ending December 31,Principal Interest Total 2023 445,000$ 188,653$ 633,653$ 2024 557,000 228,477 785,477 2025 575,400 212,397 787,797 2026 588,800 197,331 786,131 2027 607,200 182,529 789,729 2028 - 2032 2,387,600 727,527 3,115,127 2033 - 2037 2,037,000 427,353 2,464,353 2038 - 2042 1,098,600 166,414 1,265,014 2043 214,200 8,568 222,768 Total 8,510,800$ 2,339,249$ 10,850,049$ Storm Sewer Change in Long-term Liabilities Long-term liability activity for the year ended December 31, 2022, was as follows: Restated Beginning Ending Due Within Balance Increases Decreases Balance One Year Governmental Activities Bonds Payable Redevelopment Bonds 2,715,000$ -$ (790,000)$ 1,925,000$ 815,000$ Improvement Bonds 46,095,000 5,565,000 (2,970,000) 48,690,000 3,055,000 Bond premium 1,224,352 195,727 (126,300) 1,293,779 - Total Bonds Payable 50,034,352 5,760,727 (3,886,300) 51,908,779 3,870,000 Lease payable 123,705 - (24,878) 98,827 24,979 Claims and judgements 1,113,644 923,980 (423,284) 1,614,340 - Compensated Absences Payable 2,316,416 2,586,565 (2,514,925) 2,388,056 605,573 Governmental Activity Long-term Liabilities 53,588,117$ 9,271,272$ (6,849,387)$ 56,010,002$ 4,500,552$ Business-type Activities Bonds Payable Storm Sewer Revenue Bonds 2,490,000$ -$ (130,000)$ 2,360,000$ 130,000$ G.O. Bonds 4,980,000 4,435,000 (225,000) 9,190,000 230,000 G.O. Refunding Bonds 4,910,000 - (605,000) 4,305,000 640,000 Bond premium 483,157 155,962 (61,600) 577,519 - Total Bonds Payable 12,863,157 4,590,962 (1,021,600) 16,432,519 1,000,000 Compensated Absences Payable 332,006 324,602 (343,808) 312,800 106,298 Business-type Activity Long-term Liabilities 13,195,163$ 4,915,564$ (1,365,408)$ 16,745,319$ 1,106,298$ For the governmental activities, compensated absences are generally liquidated by the compensated absences fund. Net OPEB obligations and pensions are generally liquidated by the General Fund and Enterprise Funds. Claims and judgments are generally liquidated by the Self Insurance Fund. All long-term bonded indebtedness outstanding at December 31, 2022 is backed by the full faith and credit of the City, including special assessment and revenue bond issues. Special assessment receivable at December 31, 2022 totaled $426,373. 74 Revenue Pledged Future revenue pledged for the payment of long-term debt is as follows: Percent of Remaining Principal Pledged Use of Total Debt Term of Principal and Interest Revenue Proceeds Type Service Pledge and Interest Paid Received G.O. Refunding Bonds, Utility Utility Series 2015B Infrastructure Charges 100%2016-2027 2,832,550$ 556,275$ 6,627,629$ G.O. Storm Water Bonds, Utility Utility Series 2016A Infrastructure Charges 100%2017-2037 2,802,183 188,115 2,004,767 G.O. Bonds Utility Utility Series 2019A Infrastructure Charges 100%2020-2040 3,677,300 204,400 11,663,916 G.O. Bonds,Utility Utility Series 2020A Infrastructure Charges 100%2021-2041 2,302,268 166,350 4,622,862 G.O. Refunding Bonds, Utility Utility Series 2020B Infrastructure Charges 100%2021-2033 1,762,715 148,930 2,004,767 G.O. Refunding Bonds, Utility Utility Series 2022A Infrastructure Charges 100%2023-2043 6,628,127 - 11,663,916 Revenue Pledged Current Year Bond Issue 7.Interfund Balances and Transactions Interfund transfers as of December 31,2022 are as follows: Ice Improvement Captial Nonmajor General Arena Bond Improvements Governmental Transfer Out General -$ 130,000$ -$ -$ 152,194$ Capital Improvements 354,962 200,000 - 1,253,397 342,204 Nonmajor Governmental 32,825 - 745,997 1,100,000 913,817 Municipal Liquor 334,530 - -- 500,000 Internal Service - - - - - Total 722,317$ 330,000$ 745,997$ 2,353,397$ 1,908,215$ Fund Transfer In Water and Storm Internal Sewer Utility Sewer Service Funds Total Transfer Out General -$ -$ -$ 282,194$ Capital Improvements 410,616 872,097 1,065,000 4,498,276 Nonmajor Governmental - - - 2,792,639 Municipal Liquor - - - 834,530 Internal Service - - 56,500 56,500 Total 410,616$ 872,097$ 1,121,500$ 8,464,139$ Fund Transfer In Interfund transfers allow the City to allocate financial resources to funds to provide funding for services to be provided or to provide financing for specific capital projects. The City’s Self Insurance Fund made an advance to the Ice Arena Fund to finance energy improvements for the City’s Ice Arena. The term of the advance will be twenty (20) years with a beginning interest rate of 2%. The City Manager is authorized to adjust the interest rate as market conditions may dictate. At December 31, 2022 the balance of the respective advances (due in more than a year) was $442,883. The portion of the advances that is due in one year is $68,788. 75 In 2013, the City’s Recreation Improvement Fund made an advance to the Park Capital Project Fund to finance the Honoring All Veterans Memorial monument located in Veterans Park. The advance will be repaid over the next five years using proceeds received from monument engravings at 0% interest. At December 31, 2022 the portion of the advance that is due in one year is $7,000, and the portion due in more than one year is $175,665. In 2014, the City’s Communications Fund made an advance to the Ice Arena Fund to finance the construction of a new locker room at Rink 1. The advance will be repaid over fifteen (15) years with rent received from the tenant of the locker room. At December 31, 2022, the portion of the advances that is due within one year is $42,764. The portion of the loan due in more than one year is $256,581. At the end of 2022, the Ice Arena and the Swimming Pool have overdrawn their cash positions. As a result, the General Fund has advanced to the Ice Arena and Swimming Pool funds to cover the overdrawn cash position as of December 31, 2022. These advances are reflected in the financial statements as due to and due from other funds. Individual fund advances to and advances from at year -end were as follows: Amount Nonmajor governmental Ice Arena 299,345$ Nonmajor governmental Nonmajor governmental 182,665 Internal Service Self Insurance Ice Arena 511,671 Total 993,681$ Advances to other funds Advances from other funds Individual fund interfund receivables and payables balances at year-end were as follows: Amount General Ice Arena 2,329,779$ Nonmajor governmental 226,789 Total 2,556,568$ Payable FundReceivable Fund 76 8.Fund Balances The following is a breakdown of equity components of governmental funds which are defined earlier in the report. Any such restrictions which have an accumulated deficit rather than positive balance at Decem ber 31 are included in unassigned fund balance in the City’s financial statements in accordance with generally accepted accounting principles. At December 31, 2022, a summary of the City’s governmental fund balance classifications are as follows: Ice Improvement Capital Other General Arena Elections Bonds Improvements Governmental Total Nonspendable Prepaid items $ 66,984 $ 847 $- $- $- $ 1,907 $ 69,738 Restricted for Future debt service - - - 1,142,430 - - 1,142,430 Law enforcement drug forfeitures - - - - -273,789 273,789 Recreation services donations - - - - -49,793 49,793 Wood Lake Nature Center donations - - - - -175,315 175,315 Public health assessment - - - - -122,092 122,092 Public health - opioid settlement - - - - -110,159 110,159 Wood Lake endowment - - - - -247,979 247,979 Total Restricted - - - 1,142,430 -979,127 2,121,557 Committed to Street improvements - - - 4,142,150 - - 4,142,150 Future capital projects - - - - 2,209,982 -2,209,982 Park improvement projects - - - - -141,961 141,961 Tourism administration - - - - -48,124 48,124 Public cable TV and information activities - - - - -2,092,591 2,092,591 National, State and Local elections - - 2,115,700 - - - 2,115,700 Alcohol and tobacco compliance - - - - -239,731 239,731 Wood Lake half marathon - - - - -71,492 71,492 Street maintenance and forestry programs - - - - -1,592,555 1,592,555 Special facilities - - - - -50,115 50,115 Recreation special program - - - - -156,195 156,195 Park and recreation capital projects - - - - -1,587,461 1,587,461 Total Committed - - 2,115,700 4,142,150 2,209,982 5,980,225 14,448,057 Assigned to Debt service - - - 490,467 - - 490,467 Future capital projects - - - - 5,348,728 -5,348,728 Total Assigned - - - 490,467 5,348,728 -5,839,195 Unassigned 10,923,406 (2,992,944)- - - (148,226) 7,782,236 Total 10,990,390$ (2,992,097)$ 2,115,700$ 5,775,047$ 7,558,710$ 6,813,033$ 30,260,783$ 9.Contingencies and Litigation The City is currently involved in various pending litigation cases. After evaluation by the City’s attorney it is believed th at the resolution of these cases will not have a material impact on the financial s tatements. The City has entered into an agreement with the Metropolitan Airports Commission (MAC), where the City will purchase certain right-of-way-properties as part of the 66th Street/17th Avenue intersection constructed in 2007. As part of the agreement, MAC will provide to the City the funds necessary to finance the right -of-way acquisitions. In addition, the City agrees to repay to MAC payments made by MAC to the City for the right -of-way acquisitions. However, within the agreements there are specific provisions that must be met in order for repayment to MAC to occur. 77 10.Defined Benefit Pension Plans The City participates in various pension plans. For the year ended December 31, 2022 total pension expense was $3,866,453 and the total net pension liability was $39,555,043. The components of pension expense and net pension liability are noted in the following plan summaries. Public Employees Retirement Association A.Plan Description The City of Richfield participates in the following cost -sharing multiple-employer defined benefit pension plans administered by the Public Employees Retirement Association of Minnesota (PERA). PERA’s defined benefit pension plans are established and administered in accordance with Minnesota Statutes, Chapters 353 and 356. PERA’s defined benefit pension plans are tax qualified plans under Section 401 (a) of the Internal Revenue Code. 1.General Employees Retirement Fund All full-time and certain part-time employees of the City of Richfield are covered by the General Emp loyees Plan. General Employees Plan members belong to the Coordinated Plan. Coordinated Plan members are covered by Social Security. 2.Public Employees Police and Fire Fund The Police and Fire Plan originally established for police officers and firefighters not covered by a local relief association, now covers all police officers and firefighters hired since 1980. Effective July 1, 1999, the Police and Fire Plan also covers police officers and firefighters belonging to local relief associations that elec ted to merge with and transfer assets and administration to PERA. B.Benefits Provided PERA provides retirement, disability, and death benefits. Benefit provisions are established by state statute and can only be modified by the state legislature. Vested, terminated employees who are entitled to benefits but are not receiving them yet are bound by the provisions in effect at the time they last terminated their public service. 1.General Employees Plan Benefits General Employees Plan benefits are based on a member’s highest average salary for any five successive years of allowable service, age, and years of credit at termination of service. Two methods are used to compute benefits for PERA's Coordinated Plan members. Members hired prior to July 1, 1989, receive the higher of Method 1 or Method 2 formulas. Only Method 2 is used for members hired after June 30, 1989. Under Method 1, the accrual rate for Coordinated members is 1.2 percent of average salary for each of the first 10 years of service and 1.7 percent of average salary for each additional year. Under Method 2, the accrual rate for Coordinated members is 1.7 percent for average salary for all years of service. For members hired prior to July 1, 1989 a full annuity is available when age plus years of service equal 90 and normal retirement age is 65. For members hired on or after July 1, 1989 normal retirement age is the age for unreduced Social Security benefits capped at 66. Benefit increases are provided to benefit recipients each January. The postretirement increase is equal to 50 percent of the cost-of-living adjustment (COLA) announced by the SSA, with a minimum increase of at least 1 percent and a maximum of 1.5 percent. Recipients that have been receiving the annuity or benefit for at least a full year as of the June 30 before the effective date of the increase will receive the full increase. Recipients receiving the annuity or benefit for at least one month but less than a full year as of the June 30 before the effective date of the increase will receive a reduced prorated increase. For members retiring on January 1, 2024, or later, the increase will be delayed until normal retirement age (age 65 if hired prior to July 1, 1989, or age 66 for individuals hired on or after July 1, 1989). Members retiring under Rule of 90 are exempt from the delay to normal retirement. 78 2.Police and Fire Plan Benefits Benefits for Police and Fire Plan members first hired after June 30, 2010, but before July 1, 2014, ves t on a prorated basis from 50 percent after five years up to 100 percent after ten years of credited service. Benefits for Police and Fire Plan members first hired after June 30, 2014, vest on a prorated basis from 50 percent after ten years up to 100 percent after twenty years of credited service. The annuity accrual rate is 3 percent of average salary for each year of service. For Police and Fire Plan members who were first hired prior to July 1, 1989, a full annuity is available when age plus years of service equal at least 90. Benefit increases are provided to benefit recipients each January. The postretirement increase is fixed at 1 percent. Recipients that have been receiving the annuity or benefit for at least 36 months as of the June 30 before the effective date of the increase will receive the full increase. For recipients receiving the annuity or benefit for at least 25 months but less than 36 months as of the June 30 before the effective date of the increase will receive a reduced prorated increase. C.Contributions Minnesota Statutes Chapter 353 sets the rates for employer and employee contributions. Contribution rates can only be modified by the state legislature. 1.General Employees Fund Contributions Coordinated Plan members were required to contribute 6.50 percent of their annual covered salary in fiscal year 2022 and the City of Richfield was required to contribute 7.50 percent for Coordinated Plan members. The City of Richfield’s contributions to the General Employees Fund for the year ended December 31, 2022, were $869,515. The City of Richfield’s contributions were equal to the required contributions as set by state st atute. 2.Police and Fire Fund Contributions Police and Fire members were required to contribute 11.80 percent of their annual covered salary in fiscal year 2022 and the City was required to contribute 17.70 percent for Police and Fire Plan members. The City of Richfield’s contributions to the Police and Fire Fund for the year ended December 31, 2022, were $1,383,252. The City of Richfield’s contributions were equal to the required contributions as set by state statute. D.Pension Costs 1.General Employees Fund Pension Costs At December 31, 2022, the City of Richfield reported a liability of $12,244,371 for its proportionate share of the General Employees Fund’s net pension liability. The City of Richfield’s net pension liability reflected a reduction due to the State of Minnesota’s contribution of $16 million. The state of Minnesota is considered a non -employer contributing entity and the state’s contribution meets the definition of a special funding situation. The State of Minnesota’s proportionate share of the net pension liability associated with the City of Richfield totaled $359,121. The net pension liability was measured as of June 30, 2022, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The City of Richfield’s proportionat e share of the net pension liability was based on the City of Richfield contributions received by PERA during the measurement period for employer payroll paid dates from July 1, 2021, through June 30, 2022, relative to the total employer contributions received from all of PERA’s participating employers. The City of Richfield’s proportion share was 0.1546 percent at the end of the measurement period and 0.1563 percent for the beginning of the period. City's Proportionate Share of the Net Pension Liability 12,244,371$ State of Minnesota's Proportionate Share of the Net Pension Liability Associated with the City 359,121 Total 12,603,492$ For the year ended December 31, 2022, the City of Richfield recognized pension expense of $1,705,127 for its proportionate share of the General Employees Plan’s pension expense. Included in the amount, the City of Richfield recognized an additional $53,661 as pension expense (and grant revenue) for its proportionate share of the State of Minnesota’s contribution of $16 million to the General Employees Fund. 79 At December 31, 2022, the City of Richfield reported its proportionate share of the General Employees Plan’s deferred outflows of resources and deferred inflows of resources, related to pensions from the following sources: Deferred Deferred Outflows Inflows of Resources of Resources Differences Between Expected and Actual Economic Experience 102,273$ 131,988$ Changes in Actuarial Assumptions 2,800,674 49,286 Net Collective Difference Between Projected and Actual Earnings on Plan Investments 155,815 - Changes in Proportion 152,832 54,447 Contributions Paid to PERA Subsequent to the Measurement Date 434,758 - Total 3,646,352$ 235,721$ The $434,758 reported as deferred outflows of resources related to pensions resulting from City of Richfield contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2023. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: 1,150,194$ 1,143,861 (425,501) 1,107,319 - Total 2,975,873$ 2023 2024 2023 2024 2025 2.Police and Fire Fund Pension Costs At December 31, 2022, the City of Richfield reported a liability of $27,310,672 for its proportionate share of the Police and Fire Fund’s net pension liability. The net pension liability was measured as of June 30, 2022, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The City of Richfield’s proportionate share of the net pension liability was based on the City of Richfield contributions received by PERA during the measurement period for employer payroll paid dates from July 1, 2021, through June 30, 2022, relative to the total employer contributions received from all of PERA’s participating employers. At June 30, 2022, the City of Richfield’s proportionate share was 0.6276 percent at the end of the measurement period and 0.6000 percent for the beginning of the period. The State of Minnesota contributed $18 million to the Police and Fire Fund in the plan fiscal year ended June 30, 2022. The contribution consisted of $9 million in direct state aid that does meet the definition of a special funding situation and $9 million in supplemental state aid that does not meet the definition of a special funding situation. The $9 million direct state was paid on October 1, 2021. Thereafter, by October 1 of each year, the state will pay $9 million to the Police and Fire Fund until full funding is reached or July 1, 2048, whichever is earlier. The $9 million in supplemental state aid will continue until the fund is 90 percent funded, or until the State Patrol Plan (administered by the Minnesota State Retirement System) is 90 percent funded, whichever occurs later. The State of Minnesota is included as a non-employer contributing entity in the Police and Fire Retirement Plan Schedule of Employer Allocations and Schedule of Pension Amounts by Employer, Current Reporting Period Only (pension allocation schedules) for the $9 million in direct state aid. Police and Fire Plan employers need to recognize their proportionate share of the State of Minnesota’s pension expense (and grant revenue) under GASB 68 special funding situation accounting and financial reporting requireme nts. For the year ended December 31, 2022, the City of Richfield recognized pension expense of $2,161,326 for its proportionate share of the Police and Fire Plan’s pension expense. Included in this amount, the City recognized an additional $231,421 as pension expense (grant revenue) for its proportionate share of the State of Minnesota’s contribution of $9 million to the Police and Fire Fund. 80 The State of Minnesota is not included as a non-employer contributing entity in the Police and Fire Pension Plan pension allocation schedules for the $9 million in supplemental state aid. The City of Richfield also recognized $56,483 for the year ended December 31, 2022 as revenue and an offsetting reduction of net pension liability for its proportionate share of the State of Minnesota’s on-behalf contributions to the Police and Fire Fund. At December 31, 2022, the City of Richfield reported its proportionate share of the Police and Fire Plan’s deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows Inflows of Resources of Resources Differences Between Expected and Actual Economic Experience 1,644,273$ -$ Changes in Actuarial Assumptions 15,826,040 163,412 Net Collective Difference Between Projected and Actual Earnings on Plan Investments 700,410 - Changes in Proportion 329,295 305,425 Contributions Paid to PERA Subsequent to the Measurement Date 691,626 - Total 19,191,644$ 468,837$ The $691,626 reported as deferred outflows of resources relate d to pensions resulting from City of Richfield contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2023. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: 3,555,810$ 3,524,026 3,110,347 5,533,195 2,307,803 Total 18,031,181$ 2023 2024 2023 2024 2025 E.Long-term Expected Return on Investment The State Board of Investment, which manages the investments of PERA, prepares an analysis of the reasonableness on a regular basis of the long-term expected rate of return using a building-block method in which best-estimate ranges of expected future rates of return are developed for each major asset class. These ranges are combined to produce an expected long-term rate of return by weighting the expected future rates of return by the target asset allocation percentages. The target allocation and best estimates of geometric real rates of return for each major asset class are summarized in the following table: Asset Class Domestic Equity 33.5 %5.10 % Alternative Assets (Private Markets)25.0 5.90 Bonds (Fixed Income)25.0 0.75 International Equity 16.5 5.30 Total 100.00 % Target Expected Real Allocation Rate of Return Long-term 81 F.Actuarial Assumptions The total pension liability in the June 30, 2022 actuarial valuation was determined using an individual entry-age normal actuarial cost method. The long-term rate of return on pension plan investments used in the determination of the total liability is 6.5 percent. This assumption is based on a review of inflation and investments return assumptions from a number of national investment consulting firms. The review provided a range of return investment return rates deemed to be reasonable by the actuary. An investment return of 6.5 percent was deemed to be within that range of reasonableness for financial reporting purposes. Inflation is assumed to be 2.25 percent for the General Employees Plan and 2.25 percent for the Police and Fire Plan. Benefit increases after retirement are assumed to be 1.25 percent for the General Employees Plan. The Police and Fire Plan benefit increase is fixed at 1.00 percent per year and that increase was used in the valuation. Salary growth assumptions in the General Employees Plan range in annual increments from 10.25 percent after one year of service to 3.0 percent after 27 years of service. In the Police and Fire Plan, salary growth assumptions range from 11.75 percent after one year of service to 3.0 percent after 24 years of service. Mortality rates for the General Employees Plan are based on the Pub-2010 General Employee Mortality Table. Mortality rates for the Police and Fire Plan is based on the Pub-2010 Public Safety Employee Mortality tables. The tables are adjusted slightly to fit PERA’s experience. Actuarial assumptions used in the June 30, 2022 valuation were based on the results of actuarial experience studies. The most recent four-year experience study in the General Employees Plan was completed in 2019. The assumption changes were adopted by the Board and become effective with the July 1, 2020 actuarial valuation. The most recent four-year experience study for the Police and Fire Plan was completed in 2020 were adopted by the Board and became effective with the July 1, 2021 actuarial valuation. The following changes in actuarial assumptions and plan provisions occurred in 2022: General Employees Fund Changes in Actuarial Assumptions: •The mortality improvement scale was changed from Scale MP-2020 to Scale MP-2021. Changes in Plan Provisions: •There were no changes in plan provisions since the previous valuation. Police and Fire Fund Changes in Actuarial Assumptions: •The mortality improvement scale was changed from Scale MP-2020 to Scale MP-2021. •The single discount rate changed from 6.50 percent to 5.40 percent. Changes in Plan Provisions: •There have been no changes since the prior valuation. 82 G.Discount Rate The discount rate used to measure the total pension liability in 2022 was 6.50 percent. The projection of cash flows used to determine the discount rate assumed that contributions from plan members and employers will be made at rates set in Minnesota Statutes. Based on these assumptions, the fiduciary net positions of the General Employees Fund was projected to be available to make all projected future benefit payments of c urrent plan members. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability. In the Police and Fire Fund, the fiduciary net position was projected to be available to make all projected future benefit payments of current plan members through June 30, 2060. Beginning in fiscal year ended June 30, 2061 for the Police and Fire Fund, projected benefit payments exceed the funds' proj ected fiduciary net position. Benefit payments projected after were discounted at the municipal bond rate of 3.69 percent (based on the weekly rate closest to but not later than the measurement date of the Fidelity "20-Year Municipal GO AA Index"). The resulting equivalent single discount rate of 5.40 percent for the Police and Fire Fund was determined to give approximately the same present value of projected benefits when applied to all years of projected benefits as the present value of projected benefits using 6.5 percent applied to all years of projected benefits through the point of asset depletion and 3.69 percent thereafter. H.Pension Liability Sensitivity The following presents the City of Richfield’s proportionate share of the net pension liability for all plans it participates in, calculated using the discount rate disclosed in the preceding paragraph, as well as what the City of Richfield’s proportionate share of the net pension liability would be if it were calculated using a discount ra te 1 percentage point lower or 1 percentage point higher than the current discount rate: 1 Percent 1 Percent Decrease (5.50%) Current (6.50%) Increase (7.50%) General Employees Fund 19,340,625$ 12,244,371$ 6,424,347$ Police and Fire Fund 41,331,200 27,310,672 15,975,916 City Proportionate Share of NPL I.Pension Plan Fiduciary Net Position Detailed information about each pension plan’s fiduciary net position is available in a separately -issued PERA financial report that includes financial statements and required supplementary information. That report may be obtained on the Internet at www.mnpera.org. 11.Public Employees Defined Contribution Plan (Defined Contribution Plan) Three council members of the City of Richfield are covered by the Public Employees Defined Contribution Plan (PEDCP), a multiple-employer deferred compensation plan administered by PERA. The PEDCP is a tax qualified plan under Section 401(a) of the Internal Revenue Code and all contributions by or on behalf of employees are tax deferred until time of withdrawal. The defined contribution plan consists of individual accounts paying a lump -sum benefit. Plan benefits depend solely on amounts contributed to the plan plus investment earnings, less administrative expenses; therefore, there is no future liability to the City. Minnesota Statutes, Chapter 353D.03, specifies plan provisions, including the employee and employer contribution rates for those qualified personnel who elect to participate. An eligible elected official who decides to participate contributes five percent of salary which is matched by the elected official's employer. For ambulance service personnel, employer contributions are determined by the employer, and for salaried employees contributions must be a fixed percentage of salary. Employer contributions for volunteer personnel may be a unit value for each call or period of alert duty. Employees who are paid for their services may elect to make member contributions in an amount not to exceed the employer share. Employer and employee contributions are combined and used to purchase shares in one or more of the seven accounts of the Minnesota Supplemental Investment Fund . For administering the plan, PERA receives two percent of employer contributions and twenty -five hundredths of one percent (0.25 percent) of the assets in each member's account annually. 83 Pension expense for the year is equal to the contributions made. Total contributions made by the City of Richfield during fiscal year 2022 were: Employee Employer Employee Employer Required Rate 1,484$ 1,484$ 5.00%5.00%5.00% Contribution Amount Percentage of Covered Payroll 12.Other Post Employments Benefits A.Plan Description The City provides a single-employer defined benefit health care plan to eligible retirees and their spouses. The plan offers medical coverage that is administered by Health Partners. It is the City's policy to periodically review its medical coverage and to obtain requests for proposals in order to provide the most favorable benefits and premiums for City employees and retirees. No assets are accumulated in a trust. B.Benefits Provided At retirement, employees of the City receiving a retirement or disability benefit, or eligible to receive a benefit, from a Minnesota public pension plan may continue to participate in the City's group health insurance plan. C.Members As of December 31, 2022, the following were covered by the benefit terms: Inactive Plan Members or Beneficiaries Currently Receiving Benefit Payments 16 Active Plan Members 218 Total Plan Members 234 D.Contributions Retirees and their spouses contribute to the health care plan at the same rate as City employees. This results in retirees receiving an implicit rate subsidy. Contribution requirements are established by the City, based on the contract terms with BlueCross BlueShield. The required contributions are based on projected pay-as-you-go financing requirements. For 2022, the City contributed $144,967 to the plan. E.Actuarial Assumptions The total OPEB liability was determined by an actuarial valuation as of December 31, 2022, using the following actuarial assumptions, applied to all periods included in the measurement, unless otherwise specified: Discount Rate 2.06% Expected Long-term Investment Return N/A 20-Year Municipal Bond Yield 2.06% Inflation Rate 2.50% Salary Increases N/A Medical Trend Rate 6.2% in 2022 grading to 5.2% in 2025 84 Mortality Rate The mortality rates used are in the PERA plan of which the employee, retiree or beneficiary is a participant. Coordinated •Healthy Pre-Retirement RP-2014 Employee Mortality Table, adjusted for white collar and mortality improvements using projection scale MP-2018, from a base year of 2014. Rates are set forward one year for males and set back one year for females. •Healthy Post-Retirement RP-2014 Healthy Annuitant Mortality Table, adjusted for white collar and mortality improvements using projection scale MP-2018, from a base year of 2014. Rates are set forward two years for males. Female rates are multiplied by a factor of 0.90. •Disabled RP-2014 Disabled Mortality Table, adjusted for mortality improvements using projection scale MP -2018, from a base year of 2014. Rates are set forward one year for males and set forward six years for females. Police & Fire •Healthy Pre-Retirement RP-2014 employee generational mortality table projected with mortality improvement scale MP -2018, from a base year of 2006. •Healthy Post-Retirement RP-2014 annuitant generational mortality table projected with mortality improvement scale MP-2018 from a base year of 2006. Male rates are adjusted by a factor of 0.96. •Disabled RP-2014 annuitant generational mortality table projected with mortality improvement scale MP-2018 from a base year of 2006. Male rates are adjusted by a factor of 0.96 The discount rate used to measure the total OPEB liability was 2.06%. 85 F.Total OPEB Liability The City’s total OPEB liability of $2,116,475 was measured as of December 31, 2022 and was determined by an actuarial analysis as of that date. Total OPEB Liability (a) Balances at December 31, 2021 1,904,826$ Changes for the Year: Service cost 214,592 Interest 43,201 Differences between expected and actual experience 585,621 Changes in assumptions or other inputs (468,540) Benefit payments (163,225) Net Changes 211,649 Balances at December 31, 2022 2,116,475$ Changes of assumptions and other inputs reflect a change in the discount rate from 2.12% as of December 31, 2021 to 2.06% as of December 31, 2022. G.OPEB Liability Sensitivity The following presents the City’s total OPEB liability calculated using the dis count rate of 2.06% as well as the liability measured using 1% lower and 1% higher than the current discount rate. 1 Percent 1 Percent Decrease (1.06%)Current (2.06%)Increase (3.06%) 2,224,451$ 2,116,475$ 2,004,986$ The following presents the total OPEB liability of the City, as well as what the City’s total OPEB liability would be if it were calculated using health care trend rates that are 1% lower and 1% higher than the current health care trend rates. Healthcare Cost 1 Percent Decrease Trend Rates 1 Percent Increase (5.2% Decreasing (6.2% Decreasing (7.2% Decreasing to 4%)to 5%)to 6%) 1,890,248$ 2,116,475$ 2,387,002$ 86 H.OPEB Expense and Deferred Outflow s of Resources and Deferred Inflows of Resources Related to OPEB For the year ended December 31, 2022 the City recognized OPEB revenue of $34,339. At December 31, 2022, the City reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources: Deferred Deferred Outflows Inflows of Resources of Resources Differences Between Expected and Actual Experience 538,341$ 654,850$ Changes in Actuarial Assumptions 164,646 478,565 Contributions to OPEB Subsequent to the Measurement Date 144,967 - Total 847,954$ 1,133,415$ $144,967 reported as deferred outflows of resources related to OPEB resulting from the City’s contributions to OPEB subsequent to the measurement date will be recognized as a reduction of the OPEB liability in the year ended December 31, 2023. $847,954 reported as deferred outflows of resources and $1,133,415 reported as deferred inflows of resources related to OPEB resulting from changes in assumptions in the year ended December 31, 2022. Amounts reported as deferred outflows and deferred inflows of resources related to OPEB will b e recognized in OPEB expense as follows: Year Ended December 31: 2023 (80,176)$ 2024 (80,176) 2025 (80,176) 2026 (82,339) 2027 (81,842) Thereafter (25,719) Total (430,428)$ 13.Right-of-Way In 2002 the City acquired three properties for a total cost of $7,000,000 for Interstate 494 widening right -of-way under the Metropolitan Council Right-of-Way Acquisition Loan Fund (RALF). Under the RALF program, the City is obligated to return to the Metropolitan Council the proceeds of all RALF properties sold to the State of Minnesota. These RALF obligations and related properties have not been recorded since they do not represent true resources or liabilities of the City. 14.Conduit Debt From time to time, the City has issued various industrial development revenue bonds to provide financial assistance to private-sector entities for the acquisition and construction of industrial and commercial facilities deemed to be in the public interest. The bonds are secured by the property financed and are payable solely from payments received on the underlying mortgage loans. Upon repayment of the bonds, ownership of the acquired facilities transfers to the private - sector entity served by the bond issuance. Neither the City, the State, nor any political subdivision thereof is obligated in any manner for repayment of the bonds. Accordingly, the bonds are not reported as liabilities in the accompanying financial statements. Finally, the City does not track the remaining outstanding principal balances on conduit debt, as the City does not have any obligation toward the debt. As of December 31, 2022 there were two bond issues outstanding with an estimated aggregate principal amount outstanding of approximately $695,940. 87 15.Tax Increment Financing The Richfield Housing and Redevelopment Authority (HRA) have entered into 10 Tax Increment Financing a greements which meet the criteria for disclosure under Governmental Accounting Standards Board Statement No. 77 Tax Abatement Disclosures. The HRA’s authority to enter into these agreements comes from Minnesota Statute 469. The HRA entered into these agreements for the purpose of economic development. Under each agreement, the City and developer agree on an amount of development costs to be reimbursed to the developer by the HRA through tax revenues from additional taxable value of the property generated by the development (tax increment). A “pay-as-you-go” note is established for this amount, on which the HRA makes payments for a fixed period of time with available tax increment after deducting for certain administrative costs. The HRA has determined through its agreements with developers and state law to grant abatements of up to 90% of annual property taxes through a direct reduction of the entity’s property tax bill. There were no agreements in 2022 that exceeded this 90% threshold. During the year ended December 31, 2022, the HRA generated $6,305,705 in tax increment revenue and made $3,695,012 in payments to developer. The tax abatement agreements that the HRA has outstanding as of December 31, 2022 are the following: Percentage of Amount of Taxes Abated Taxes Abated Purpose During the Year During the Year Senior housing and market rate housing 75% 440,114$ Business redevelopment 75 652,337 Rental housing 90 139,470 Mixed-use housing and retail 75 765,241 Mixed-use housing and retail - 297,686 Mixed-use housing and retail 90 307,738 Mixed-use housing and retail 75 492,965 Senior housing 75 144,569 Rental housing - 750,466 Townhomes - 22,001 16.Federal and State Funds The City received financial assistance from federal and state governmental agencies in the form of grants. The disbursement of funds received under these programs generally requires compliance with the terms and conditions specified in the grant agreements and are subject to audit by the grantor agencies. Any disallowed claims resulting from such audits could become a liability of the applicable fund. However, in the opinion of management, any such disallowed claims will not have a material effect on any of the financial statements of the individual fund types included herein or on the overall financial position of the City at December 31, 2022. 17.Nature and Amount of Significant Transactions between City - HRA As noted in note 1, the HRA was established for the purpose to provide housing and redevelopment assistance to Richfield residents and businesses. The structure of the HRA is that it has no employees per se; however, it has a contract with the City where the City’s Community Development department is to provide services as needed. Accordingly, the City charges the HRA for labor provided, data processing services, and office supplies, etc. In addition, to help fund redevelopment projects, the City will issue long term debt on behalf of the HRA. At the same time the HRA enters into a pledge agreement with the City whereby the HRA pledges future tax increment receipts generated by the redevelopment to service the debt issued. During 2022, the HRA transferred to the City $876,053 of tax increment receipts to fund debt service requirements for debt issued on behalf of the HRA. 88 Finally, during 2013, as part of the North Richfield Parkway project, the City purchased several properties with the future intent to convey the properties to the HRA for future redevelopment of the site. Funding for the property purchases was provided by the $3,120,000 G.O. Improvement Bonds, Series 2013A. The bonds were issued with a debt service structure of 75% to be paid with a debt service tax levy and 25% to be paid by special assessments levied against the HRA, once the properties were conveyed to the HRA. The amount of the special assessment was $780,000. During 2014, the City conveyed the properties to the HRA at a value of $704,639 and levied the planned special assessments against the HRA. As part of the special assessment process the HRA prepaid the $780,000 with fundi ng provided by the City in the form of an inter fund loan from the City’s Capital Improvement Fund. The term of the loan will be twenty (20) years with no principal and interest payments due the first two years and then payment beginning in year three with an interest rate of 1%.The repayment of the loan will have three sources in the following priority; land sale proceeds, tax increment revenues and funds of the HRA that are legally available to pay on the loan. In 2016, the City conveyed several properties to the HRA at a book value of $1,264,063. The City Council determined that since the HRA was the development agency of the City, it would be appropriate for ease of future development that the properties be legally owned by the HRA. 18.Joint Venture Local Government Information Systems Association (LOGIS): This consortium of approximately 30 government entities provides computerized data processing and support services to its members. LOGIS is legally separate; the City does not appoint a voting majority of its board, and the Consortium is fiscally independent of the City. The total amount recorded within the 2022 financial statements of the City was $1,002,107 for services provided, which is allocated to the various funds based on applications. Complete financial statements may be obtained at the LOGIS offices located at 5750 Duluth Street, Golden Valley, Minnesota 55422. 19.Change in Accounting Principles For fiscal year 2022, the City implemented Governmental Accounting Standards Board (GASB) Statement No. 87, Leases. GASB Statement No. 87 enhances the relevance and consistency of information of the government’s leasing activities. It establishes requirements for lease accounting based on the principle that leases are financings of the right to use an underlying asset. A lessee is required to recognize a lease liability and an intangible right to use lease asset, and a lessor is required to recognize a leas e receivable and a deferred inflow of resources. These changes were incorporated in the City’s 2022 financial statements. The City’s recognition of the beginning balances related to the lease liability and the intangible right to use lease asset were equal balances and had no effect on the beginning net position of the Governmental Activities. 89 THIS PAGE IS LEFT BLANK INTENTIONALLY 90 REQUIRED SUPPLEMENTARY INFORMATION CITY OF RICHFIELD RICHFIELD, MINNESOTA FOR THE YEAR ENDED DECEMBER 31, 2022 91 CITY OF RICHFIELD, MINNESOTA REQUIRED SUPPLEMENTARY INFORMATION DECEMBER 31, 2022 Note 1 Pensions Plans Schedule of Employer’s Share of PERA Net Pension Liability - General Employees Fund State's Proportionate City's Share of Proportionate the Net Pension Share of Liability City's Fiscal the Net Pension Associated with Covered Year Liability the City Total Payroll Ending (a)(b)(a+b)(c) 06/30/22 0.1546 %12,244,371$ 359,121$ 12,603,492$ 11,581,413$ 105.7 %76.7 % 06/30/21 0.1563 6,674,710 203,866 6,878,576 11,253,880 59.3 87.0 06/30/20 0.1530 9,173,049 282,832 9,455,881 10,910,907 84.1 79.0 06/30/19 0.1491 8,243,405 256,322 8,499,727 10,555,547 78.1 80.2 06/30/18 0.1520 8,432,337 276,621 8,708,958 10,214,587 82.6 79.5 06/30/17 0.1507 9,620,589 121,007 9,741,596 9,711,387 99.1 75.9 06/30/16 0.1587 12,885,653 168,215 13,053,868 9,846,133 130.9 68.9 06/30/15 0.1596 8,271,300 - 8,271,300 9,226,400 89.6 78.2 Plan Fiduciary the Net Pension of the Total Liability Pension Liability Net Position Proportion of as a Percentage Payroll (a/c) Covered City's City's Liability as a Percentage of Proportionate Share of the Net Pension Note: Schedule is intended to show 10-year trend. Additional years will be reported as they become available. Schedule of Employer’s PERA Contributions - General Employees Fund Contributions in Relation to the Statutorily Statutorily Contribution City's Required Required Deficiency Covered Year Contribution Contribution (Excess) Payroll Ending (a)(b)(a-b)(c) 12/31/22 869,515$ 869,515$ -$ 11,593,533$ 7.5 % 12/31/21 861,454 861,454 - 11,486,053 7.5 12/31/20 837,463 837,463 - 11,166,173 7.5 12/31/19 812,029 812,029 - 10,827,053 7.5 12/31/18 783,227 783,227 - 10,443,027 7.5 12/31/17 742,606 742,606 - 9,901,413 7.5 12/31/16 726,143 726,143 - 9,681,907 7.5 12/31/15 706,736 706,736 - 9,423,147 7.5 (b/c) a Percentage of Payroll Covered Contributions as Note: Schedule is intended to show 10-year trend. Additional years will be reported as they become available. 92 Notes to the Required Supplementary Information - General Employees Fund 2022 - The mortality improvement scale was changed from Scale MP-2020 to Scale MP-2021. 2021 - The investment return and single discount rates were changed from 7.50 percent to 6.50 percent, for financial reporting purposes. The mortality improvement scale was changed from Scale MP-2019 to Scale MP-2020. 2020 - The price inflation assumption was decreased from 2.50% to 2.25%. The payroll growth assumption was decreased from 3.25% to 3.00%. Assumed salary increase rates were changed as recommended in the June 30, 2019 experience study. The net effect is assumed rates that average 0.25% less than previous rates. Assumed rates of retirement were changed as recommended in the June 30, 2019 experience study. The changes result in more unreduced (normal) retirements and slightly fewer Rule of 90 and early retirements. Assumed rates of termination were changed as recommended in the June 30, 2019 experience study. The new rates are based on service and are generally lower than the previous rates for years 2-5 and slightly higher thereafter. Assumed rates of disability were changed as recommended in the June 30, 2019 experience study. The change results in fewer predicted disability retirements for males and females. The base mortality table for healthy annuitants and employees was changed from the RP -2014 table to the Pub-2010 General Mortality table, with adjustments. The base mortality table for disabled annuitants was changed from the RP - 2014 disabled annuitant mortality table to the PUB -2010 General/Teacher disabled annuitant mortality table, with adjustments. The mortality improvement scale was changed from Scale MP-2018 to Scale MP-2019. The assumed spouse age difference was changed from two years older for females to one year older. The assumed number of married male new retirees electing the 100% Joint & Survivor option changed from 35% to 45%. The assumed number of married female new retirees electing the 100% Joint & Survivor option changed from 15% to 30%. The corresponding number of married new retirees electing the Life annuity option was adjusted accordingly. 2019 - The mortality projection scale was changed from MP-2017 to MP-2018. 2018 - The mortality projection scale was changed from MP-2015 to MP-2017. The assumed benefit increase was changed from 1.00 percent per year through 2044 and 2.50 percent per year thereafter to 1.25 percent per year. 2017 - The Combined Service Annuity (CSA) loads were changed from 0.8 percent for active members and 60 percent for vested and non-vested deferred members. The revised CSA loads are now 0.0 percent for active member liability, 15.0 percent for vested deferred member liability and 3.0 percent for non-vested deferred member liability. The assumed post- retirement benefit increase rate was changed from 1.0 percent per year for all years to 1.0 percent per year through 2044 and 2.5 percent per year thereafter. 2016 - The assumed post-retirement benefit increase rate was changed from 1.0 percent per year through 2035 and 2.5 percent per year thereafter to 1.0 percent per year for all future years. The assumed investment return was changed from 7.9 percent to 7.5 percent. The single discount rate was changed from 7.9 percent to 7.5 percent. Other assumptions were changed pursuant to the experience study dated June 30, 2015. The assumed future salary increases, payroll gr owth and inflation were decreased by 0.25 percent to 3.25 percent for payroll growth and 2.50 percent for inflation. 2015 - The assumed post-retirement benefit increase rate was changed from 1.0 percent per year through 2030 and 2.5 percent per year thereafter to 1.0 percent per year through 2035 and 2.5 percent per year thereafter. 93 Changes in Plan Provisions 2022 - There were no changes in plan provisions since the previous valuation. 2021 - There were no changes in plan provisions since the previous valuation. 2020 - Augmentation for current privatized members was reduced to 2.0% for the period July 1, 2020 through December 31, 2023 and 0.0% after. Augmentation was eliminated for privatizations occurring after June 30, 2020. 2019 - The employer supplemental contribution was changed prospectively, decreasing from $31.0 million to $21.0 million per year. The state’s special funding contribution was changed prospectively, requiring $16.0 million due per year through 2031. 2018 - The augmentation adjustment in early retirement factors is eliminated over a five -year period starting July 1, 2019, resulting in actuarial equivalence after June 30, 2024. Interest credited on member contributions decreased from 4.00 percent to 3.00 percent, beginning July 1, 2018. Deferred augmentation was changed to 0.00 percent, effective January 1, 2019. Augmentation that has already accrued for deferred members will still apply. Contribution stabilizer provisions were repealed. Postretirement benefit increases were changed from 1.00 percent per year with a provision to increase to 2.50 percent upon attainment of 90.00 percent funding ratio to 50.00 perce nt of the Social Security Cost of Living Adjustment, not less than 1.00 percent and not more than 1.50 percent, beginning January 1, 2019. For retirements on or after January 1, 2024, the first benefit increase is delayed until the retiree reaches normal r etirement age; does not apply to Rule of 90 retirees, disability benefit recipients, or survivors. Actuarial equivalent factors were updated to reflect revise d mortality and interest assumptions. 2017 - The State’s contribution for the Minneapolis Employees Retirement Fund equals $16,000,000 in 2017 and 2018, and $6,000,000 thereafter. The Employer Supplemental Contribution for the Minneapolis Employees Retirement Fund changed from $21,000,000 to $31,000,000 in calendar years 2019 to 2031. The state’s con tribution changed from $16,000,000 to $6,000,000 in calendar years 2019 to 2031. 2016 - There were no changes in plan provisions since the previous valuation. 2015 - On January 1, 2015, the Minneapolis Employees Retirement Fund was merged into the Genera l Employees Fund, which increased the total pension liability by $1.1 billion and increased the fiduciary plan net position by $892 million. Up on consolidation, state and employer contributions were revised. 94 Schedule of Employer’s Share of PERA Net Pension Liability - Police and Fire Fund State's Proportionate City's Share of Proportionate the Net Pension Share of Liability City's Fiscal the Net Pension Associated with Covered Year Liability the City Total Payroll Ending (a)(b)(a+b)(c) 06/30/22 0.6276 %27,310,672$ 1,193,051$ 28,503,723$ 7,624,186$ 358.2 %70.5 % 06/30/21 0.6000 4,577,363 208,222 4,785,585 7,091,288 64.5 93.7 06/30/20 0.6287 8,230,357 195,222 8,425,579 7,092,654 116.0 87.2 06/30/19 0.6387 6,713,383 - 6,713,383 6,587,723 101.9 89.3 06/30/18 0.6046 6,389,999 - 6,389,999 6,371,512 100.3 88.8 06/30/17 0.5910 7,979,203 - 7,979,203 6,070,907 131.4 85.4 06/30/16 0.6560 26,326,421 - 26,326,421 6,317,469 416.7 63.9 06/30/15 0.6030 6,851,491 - 6,851,491 5,371,889 127.5 86.6 the Net Pension Payroll of the Total Liability (a/c)Pension Liability City's Percentage of Net Position Proportion of Covered as a Percentage Liability as a Plan Fiduciary City's Proportionate Share of the Net Pension Note: Schedule is intended to show 10-year trend. Additional years will be reported as they become available. Schedule of Employer’s PERA Contributions - Police and Fire Fund Contributions in Relation to the Statutorily Statutorily Contribution City's Required Required Deficiency Covered Year Contribution Contribution (Excess) Payroll Ending (a)(b)(a-b)(c) 12/31/22 1,383,252$ 1,383,252$ -$ 7,814,983$ 17.7 % 12/31/21 1,343,767 1,343,767 - 7,591,904 17.7 12/31/20 1,262,187 1,262,187 - 7,131,000 17.7 12/31/19 1,217,879 1,217,879 - 7,185,127 17.0 12/31/18 1,048,095 1,048,095 - 6,469,722 16.2 12/31/17 1,004,300 1,004,300 - 6,199,383 16.2 12/31/16 1,000,004 1,000,004 - 6,172,864 16.2 12/31/15 948,453 948,453 - 5,854,648 16.2 (b/c) Contributions as a Percentage of Payroll Covered Note: Schedule is intended to show 10-year trend. Additional years will be reported as they become available. 95 Changes in Actuarial Assumptions 2022 - The mortality improvement scale was changed from Scale MP-2020 to Scale MP-2021. The single discount rate changed from 6.50 percent to 5.40 percent. 2021 - The investment return and single discount rates were changed from 7.50 percent to 6.50 percent, for financial reporting purposes. The inflation assumption was changed from 2.50 percent to 2.25 percent. The payroll growth assumption was changed from 3.25 percent to 3.00 percent. The base mortality table for healthy annuitants and employees was changed from the RP-2014 table to the Pub-2010 Public Safety Mortality table. The mortality improvement scale was changed from MP-2019 to MN-2020. The base mortality table for disabled annuitants was changed from the RP -2014 healthy annuitant mortality table (with future mortality improvement according to Scale MP -2019) to the Pub-2010 Public Safety disabled annuitant mortality table (with future mortality improvement according to Scale MP -2020). Assumed rates of salary increase were modified as recommended in the July 14, 2020 experience study. The overall impact is a decrease in gross salary increase rates. Assumed rates of retirement were changed as recommended in the July 14, 2020 experience study. The changes result in slightly more unreduced retirements and fewer assumed early retirements. Assumed rates of withdrawal were changed from select and ultimate rates to service-based rates. The changes result in more assumed terminations. Assumed rates of disability were increase d for ages 25-44 and decreased for ages over 49. Overall, proposed rates result in more projected disabilities. Assumed percent married for active female members was changed from 60 percent to 70 percent. Minor changes to form of payment assumptions were a pplied. 2020 - The mortality projection scale was changed from MP-2018 to MP-2019. 2019 - The mortality projection scale was changed from MP-2017 to MP-2018. 2018 - The mortality projection scale was changed from MP-2016 to MP-2017. 2017 - Assumed salary increases were changed as recommended in the June 30, 2016 experience study. The net effect is proposed rates that average 0.34 percent lower than the previous rates. Assumed rates of retirement were changed, resulting in fewer retirements. The combined service annuity (CSA) load was 30.00 percent for vested and non -vested, deferred members. The CSA has been changed to 33.00 percent for vested members and 2.00 percent for non -vested members. The base mortality table for healthy annuitants was changed from the RP-2000 fully generational table to the RP- 2014 fully generational table (with a base year of 2006), with male rates adjusted by a factor of 0.96. The mortality improvement scale was changed from Scale AA to Scale MP-2016. The base mortality table for disabled annuitants was changed from the RP-2000 disabled mortality table to the mortality tables assumed for healthy retirees. Assumed termination rates were decreased to 3.00 percent for the first three years of service. Rates beyond the se lect period of three years were adjusted, resulting in more expected terminations overall. Assumed percentage of married female members was decreased from 65.00 percent to 60.00 percent. Assumed age difference was changed from separate assumptions for male members (wives assumed to be three years younger) and female members (husbands assumed to be four years older) to the assumption that males are two years older than females. The assumed percentage of female members electing joint and survivor annuities was increased. The assumed postretirement benefit increase rate was changed from 1.00 percent for all years to 1.00 percent per year through 2064 and 2.50 percent thereafter. The single discount rate was changed from 5.60 percent per annum to 7.50 percent per annum. 2016 - The assumed post-retirement benefit increase rate was changed from 1.0 percent per year through 2037 and 2.5 percent per year thereafter to 1.0 percent per year for all future years. The assumed investment return was changed from 7.9 percent to 7.5 percent. The single discount rate was changed from 7.9 percent to 5.6 percent. The assumed future salary increases, payroll growth and inflation were decreased by 0.25 percent to 3.25 percent for payroll growth and 2.50 percent for inflation. 2015 - The assumed post-retirement benefit increase rate was changed from 1.0 percent per year through 2030 and 2.5 percent per year thereafter to 1.0 percent per year through 2037 and 2.5 percent per year thereafter. 96 Changes in Plan Provisions 2022 - There were no changes in plan provisions since the previous valuation. 2021 - There were no changes in plan provisions since the previous valuation. 2020 - There were no changes in plan provisions since the previous valuation. 2019 - There were no changes in plan provisions since the previous valuation. 2018 - As set by statute, the assumed post-retirement benefit increase was changed from 1.0 percent per year through 2064 and 2.5 percent per year, thereafter, to 1.0 percent for all years, with no trigger. An end date of July 1, 2048 was added to the existing $9.0 million state contribution. New annual state aid will equal $4.5 million in fiscal years 201 9 and 2020, and $9.0 million thereafter until the plan reaches 100 percent funding, or July 1, 2048, if earlier. Member contributions were changed from 10.80 percent to 11.30 percent of pay, effective January 1, 2019 and 11.80 percent of pay, effective January 1, 2020. Employer contributions were changed from 16.20 percent to 16.95 percent of pay, effective January 1, 2019 and 17.70 percent of pay, effective January 1, 2020. Interest credited on member contributions decreased from 4.00 percent to 3.00 percent, beginning July 1, 2018. Deferred augmentation was changed to 0.00 percent, effective January 1, 2019. Augmentation that has already accrued for deferred members will still apply. Actuarial equivalent factors were updated to reflect revised mortality and interest assumptions. 2017 - There were no changes in the plan provisions since the previous valuation. 2016 - There were no changes in plan provisions since the previous valuation. 2015 - The post-retirement benefit increase to be paid after a ttainment of the 90 percent funding threshold was changed, from inflation up to 2.5 percent, to a fixed rate of 2.5 percent. 97 Schedule of Changes in the City’s Total OPEB Liability and Related Ratios 2022 2021 2020 2019 2018 Total OPEB Liability Service cost 214,592$ 183,028$ 146,639$ 202,165$ 184,122$ Interest 43,201 49,990 100,980 84,039 83,730 Differences between expected and actual experience 585,621 18,865 (987,796) - - Changes in assumptions (468,540) 59,622 144,714 (110,794) 53,295 Benefit payments (163,225) (96,235) (74,575) (113,317) (109,190) Net Change in Total OPEB Liability 211,649 215,270 (670,038) 62,093 211,957 Total OPEB Liability - Beginning January 1,1,904,826 1,689,556 2,359,594 2,297,501 2,085,544 Total OPEB Liability - Ending December 31,2,116,475$ 1,904,826$ 1,689,556$ 2,359,594$ 2,297,501$ Covered-Employee Payroll 18,800,000$ 17,100,000$ 16,600,000$ 16,500,000$ 15,900,000$ City's total OPEB liability as a percentage of covered-employee payroll 11.26 %11.14 %10.18 %14.30 %14.45 % Note: No assets are accumulated in a trust to pay related benefits. Changes in Assumptions: In 2022, the following assumptions changes: The discount rate was changed from 2.12% to 2.06% In 2021, the following assumptions changes: The discount rate was changed from 2.74% to 2.12% In 2020, the following assumptions changes: The health care trend rates, mortality tables, and salary increase rates were updated. The discount rate was changed from 3.80% to 2.90% In 2019, the following assumptions changes: The discount rate was changed from 3.30% to 3.80% In 2018, the following assumptions changes: The mortality tables were updated from the RP-2014 White Collar Mortality Tables with MP-2014 Generational Improvement Scale (Blue Collar Tables for Police and Fire Personnel) to the RP-2014 White Collar Mortality Tables (de-trended to 2006) and then projected beyond the valuation date using scale MP-2017 (Blue Collar Tables for Police and Fire Personnel). The subsidized benefits for the officers injured in the line of duty are assumed to end after five years for the two individuals under age 40 as of the valuation date and at age 65 for the one individual over age 55 as of the valuation date. The withdrawal and retirement tables for all employees were updated. The discount rate was changed from 4.00% to 3.30% 98 COMBINING AND INDIVUDUAL FUND FINANCIAL STATEMENTS AND SCHEDULES CITY OF RICHFIELD RICHFIELD, MINNESOTA FOR THE YEAR ENDED DECEMBER 31, 2022 99 CITY OF RICHFIELD, MINNESOTA NONMAJOR GOVERNMENTAL FUNDS COMBINING BALANCE SHEET Total Park Nonmajor Special Redevelopment Capital Governmental Revenue Bonds Projects Funds Assets Cash and temporary investments 4,574,094$ 575$ 1,582,173$ 6,156,842$ Receivables Accrued interest 8,591 - 1,390 9,981 Accounts 601,801 - 26,054 627,855 Leases 291,101 - -291,101 Due from other governments 47,859 - 5,775 53,634 Advances to other funds 299,345 - 182,665 482,010 Prepaid items 1,907 - -1,907 Total Assets 5,824,698$ 575$ 1,798,057$ 7,623,330$ Liabilities Accounts and contracts payable 10,865$ 575$ 27,931$ 39,371$ Accrued salaries payable 6,473 - - 6,473 Due to other governments 24,348 - - 24,348 Due to other funds 226,789 - - 226,789 Advances from other funds - - 182,665 182,665 Deposits payable 7,572 - - 7,572 Unearned revenue 26,932 - - 26,932 Total Liabilities 302,979 575 210,596 514,150 Deferred Inflows of Resources Deferred inflows of resources related to lease receivables 296,147 - - 296,147 Fund Balances Nonspendable 1,907 - - 1,907 Restricted 979,127 - - 979,127 Committed 4,392,764 - 1,587,461 5,980,225 Unassigned (148,226) - -(148,226) Total Fund Balances 5,225,572 - 1,587,461 6,813,033 Total Liabilities, Deferred Inflows of Resources and Fund Balances 5,824,698$ 575$ 1,798,057$ 7,623,330$ DECEMBER 31, 2022 100 CITY OF RICHFIELD, MINNESOTA NONMAJOR GOVERNMENTAL FUNDS COMBINING STATEMENT OF REVNUES, EXPENDITURES AND CHANGES IN FUND BALANCES FOR THE YEAR ENDED DECEMBER 31, 2022 Total Park Nonmajor Special Redevelopment Capital Governmental Revenue Bonds Projects Funds Revenues Taxes 2,249,423$ -$ -$ 2,249,423$ Intergovernmental 250,888 876,053 - 1,126,941 Charges for services 507,541 - - 507,541 Fines and forfeitures 91,737 - - 91,737 Interest earnings (loss)51,649 - 9,127 60,776 Miscellaneous 679,679 - 12,775 692,454 Total Revenues 3,830,917 876,053 21,902 4,728,872 Expenditures Current Administrative services 418,521 - - 418,521 Public safety 194,541 - - 194,541 Recreation services 938,665 - 38,924 977,589 Capital outlay Recreation services - - 244,641 244,641 Debt service Principal - 790,000 - 790,000 Interest and other charges - 86,053 - 86,053 Total Expenditures 1,551,727 876,053 283,565 2,711,345 Excess (Deficiency) of Revenues Over (Under) Expenditures 2,279,190 - (261,663) 2,017,527 Other Financing Sources (Uses) Transfers in 1,074,398 - 833,817 1,908,215 Transfers out (2,612,639) - (180,000) (2,792,639) Total Other Financing Sources (Uses)(1,538,241) - 653,817 (884,424) Net Change in Fund Balances 740,949 - 392,154 1,133,103 Fund Balances, January 1 4,484,623 - 1,195,307 5,679,930 Fund Balances, December 31 5,225,572$ -$ 1,587,461$ 6,813,033$ 101 CITY OF RICHFIELD, MINNESOTA NONMAJOR SPECIAL REVENUE FUNDS SUBCOMINING BALANCE SHEETS DECEMBER 31, 2022 Liquor Public Nature Contributions Tourism Drug/Safety Recreation Center Fund Admin Communcations Forfeiture Compliance Contribution Contribution Assets Cash and temporary investments 141,736$ 59,364$ 1,724,079$ 248,362$ 232,567$ 55,399$ 175,681$ Receivables Accrued interest 225 81 2,359 364 356 747 294 Accounts - 7,971 78,063 25,063 7,452 - - Leases - - - - - 104,222 - Due from other governments - - - - 21,273 - - Advances to other funds - - 299,345 - - - - Prepaid items - - 635 - - - - Total Assets 141,961$ 67,416$ 2,104,481$ 273,789$ 261,648$ 160,368$ 175,975$ Liabilities Accounts and contracts payable -$ -$ 4,782$ -$ 2,411$ 168$ 659$ Accrued salaries payable - - 6,473 - - - - Due to other governments - 11,720 - - - - 1 Due to other funds - - - - - - - Deposits payable - 7,572 - - - - - Unearned revenue - - - - 19,506 7,426 - Total Liabilities - 19,292 11,255 - 21,917 7,594 660 Deferred Inflows of Resources Deferred inflows of resources related to lease receivables - - - - - 102,981 - Fund Balances Nonspendable - - 635 - - - - Restricted - - - 273,789 - 49,793 175,315 Committed 141,961 48,124 2,092,591 - 239,731 - - Unassigned - - - - - - - Total Fund Balances 141,961 48,124 2,093,226 273,789 239,731 49,793 175,315 Total Liabilities and Fund Balances 141,961$ 67,416$ 2,104,481$ 273,789$ 261,648$ 160,368$ 175,975$ 102 Public Wood Lake Utility Recreation Health Half Franchise Swimming Special Special Opioid Wood Lake Grants Marathon Fees Pool Facilities Program Settlement Endowment Total 107,957$ 71,365$ 1,108,779$ 80,000$ 57,049$ 154,024$ 110,139$ 247,593$ 4,574,094$ 176 127 2,574 - 761 121 20 386 8,591 - - 481,202 - - 2,050 - - 601,801 - - - - 186,879 - - - 291,101 26,586 - - - - - - - 47,859 - - - - - - - - 299,345 - - - 424 424 424 - - 1,907 134,719$ 71,492$ 1,592,555$ 80,424$ 245,113$ 156,619$ 110,159$ 247,979$ 5,824,698$ -$ -$ -$ 1,437$ 1,408$ -$ -$ -$ 10,865$ - - - - - - - - 6,473 12,627 - - - - - - - 24,348 - - - 226,789 - - - - 226,789 - - - - - - - - 7,572 - - - - - - - - 26,932 12,627 - - 228,226 1,408 - - - 302,979 - - - - 193,166 - - - 296,147 - - - 424 424 424 - - 1,907 122,092 - - - - - 110,159 247,979 979,127 - 71,492 1,592,555 - 50,115 156,195 - - 4,392,764 - - - (148,226) - - - - (148,226) 122,092 71,492 1,592,555 (147,802) 50,539 156,619 110,159 247,979 5,225,572 134,719$ 71,492$ 1,592,555$ 80,424$ 245,113$ 156,619$ 110,159$ 247,979$ 5,824,698$ 103 CITY OF RICHFIELD, MINNESOTA NONMAJOR SPECIAL REVENUE FUNDS SUBCOMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES FOR THE YEAR ENDED DECEMBER 31, 2022 Liquor Public Nature Contributions Tourism Drug/Safety Recreation Center Fund Admin Communications Forfeiture Compliance Contribution Contribution Revenues Taxes Franchise -$ -$ 319,166$ -$ -$ -$ -$ Lodging - 6,603 - - - - - Intergovernmental - - - - 4,140 2,267 19,728 Charges for services - - - - - - - Fines and forfeitures - - - 91,737 - - - Interest earnings (loss)1,478 531 15,504 2,393 2,340 2,136 1,935 Miscellaneous - - 3,200 780 55,507 74,842 302,408 Total Revenues 1,478 7,134 337,870 94,910 61,987 79,245 324,071 Expenditures Current Legislative/executive Administrative services Personnel services - 5,440 204,856 - - - - Other services and charges - - 190,200 - - - - Public safety Personnel services - - - - 1,567 - - Other services and charges - - - 55,768 45,836 - - Recreation services Personnel services - - - - - - - Other services and charges - - - - - 81,094 47,629 Total Expenditures - 5,440 395,056 55,768 47,403 81,094 47,629 Excess (Deficiency) of Revenues Over (Under) Expenditures 1,478 1,694 (57,186) 39,142 14,584 (1,849) 276,442 Other Financing Sources (Uses) Transfers in 500,000 - - - - - - Transfers out (500,000) - - - - - (233,817) Total Other Financing Sources (Uses)- - - - - - (233,817) Net Change in Fund Balances 1,478 1,694 (57,186) 39,142 14,584 (1,849) 42,625 Fund Balances, January 1 140,483 46,430 2,150,412 234,647 225,147 51,642 132,690 Fund Balances, December 31 141,961$ 48,124$ 2,093,226$ 273,789$ 239,731$ 49,793$ 175,315$ 104 Public Wood Lake Utility Recreation Health Half Franchise Swimming Special Special Opioid Wood Lake Grants Marathon Fees Pool Facilities Program Settlement Endowment Total -$ -$ 1,923,654$ -$ -$ -$ -$ -$ 2,242,820$ - - - - - - - - 6,603 89,416 - - - - 135,337 - - 250,888 - - - 507,541 - - - - 507,541 - - - - - - - - 91,737 1,158 835 16,915 - 2,960 798 129 2,537 51,649 - 76,283 - 877 43,757 3,695 110,030 8,300 679,679 90,574 77,118 1,940,569 508,418 46,717 139,830 110,159 10,837 3,830,917 - - - - - - - - 210,296 - - 18,025 - - - - - 208,225 - - - - - - - - 1,567 91,370 - - - - - - - 192,974 - 30,000 - 251,664 10,980 86,239 - - 378,883 - 30,028 - 330,880 31,606 38,545 - - 559,782 91,370 60,028 18,025 582,544 42,586 124,784 - - 1,551,727 (796) 17,090 1,922,544 (74,126) 4,131 15,046 110,159 10,837 2,279,190 - - - 400,000 - 174,398 - - 1,074,398 - - (1,845,997) - - (32,825) - - (2,612,639) - - (1,845,997) 400,000 - 141,573 - - (1,538,241) (796) 17,090 76,547 325,874 4,131 156,619 110,159 10,837 740,949 122,888 54,402 1,516,008 (473,676) 46,408 - - 237,142 4,484,623 122,092$ 71,492$ 1,592,555$ (147,802)$ 50,539$ 156,619$ 110,159$ 247,979$ 5,225,572$ 105 THIS PAGE IS LEFT BLANK INTENTIONALLY 106 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL LIQUOR CONTRIBUTIONS SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Interest earnings (loss)300$ 300$ 1,478$ 1,178$ Other Financing Sources (Uses) Transfers in 500,000 500,000 500,000 - Transfers out (500,000) (500,000) (500,000) - Total Financing Sources (Uses)- - - - Net Change in Fund Balances 300 300 1,478 1,178 Fund Balances, January 1 140,483 140,483 140,483 - Fund Balances, December 31 140,783$ 140,783$ 141,961$ 1,178$ Budget Amounts 107 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL TOURISM ADMIN SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Taxes 2,250$ 4,000$ 6,603$ 2,603$ Interest earnings (loss)200 75 531 456 Total Revenues 2,450 4,075 7,134 3,059 Expenditures Current Administrative services Personnel services 5,440 5,440 5,440 - Net Change in Fund Balances (2,990) (1,365) 1,694 3,059 Fund Balances, January 1 46,430 46,430 46,430 - Fund Balances, December 31 43,440$ 45,065$ 48,124$ 3,059$ Budget Amounts 108 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL COMMUNICATIONS SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Taxes 361,420$ 300,000$ 319,166$ 19,166$ Interest earnings (loss)5,000 5,000 15,504 10,504 Miscellaneous - - 3,200 3,200 Total Revenues 366,420 305,000 337,870 32,870 Expenditures Current Administrative services Personnel services 224,860 234,125 204,856 29,269 Other services and charges 162,580 180,476 190,200 (9,724) Capital outlay Administrative services 100,000 100,000 - 100,000 Total Expenditures 487,440 514,601 395,056 119,545 Net Change in Fund Balances (121,020) (209,601) (57,186) 152,415 Fund Balances, January 1 2,150,412 2,150,412 2,150,412 - Fund Balances, December 31 2,029,392$ 1,940,811$ 2,093,226$ 152,415$ Budget Amounts 109 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL DRUG/FORFEITURE SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Fines and forfeitures 35,000$ 35,000$ 91,737$ 56,737$ Interest earnings (loss)750 750 2,393 1,643 Miscellaneous 400 - 780 780 Total Revenues 36,150 35,750 94,910 59,160 Expenditures Current Public safety Other services and charges 30,000 74,930 55,768 19,162 Net Change in Fund Balances 6,150 (39,180) 39,142 78,322 Fund Balances, January 1 234,647 234,647 234,647 - Fund Balances, December 31 240,797$ 195,467$ 273,789$ 78,322$ Budget Amounts 110 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL PUBLIC SAFETY COMPLIANCE SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Intergovernmental 14,000$ 25,000$ 4,140$ (20,860)$ Interest earnings (loss)500 500 2,340 1,840 Miscellaneous 7,500 21,000 55,507 34,507 Total Revenues 22,000 46,500 61,987 15,487 Expenditures Current Public safety Personnel services 3,750 3,000 1,567 1,433 Other services and charges 20,000 20,000 45,836 (25,836) Total Expenditures 23,750 23,000 47,403 (24,403) Net Change in Fund Balances (1,750) 23,500 14,584 (8,916) Fund Balances, January 1 225,147 225,147 225,147 - Fund Balances, December 31 223,397$ 248,647$ 239,731$ (8,916)$ Budget Amounts 111 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL RECREATION CONTRIBUTION SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Intergovernmental 25,000$ -$ 2,267$ 2,267$ Interest earnings (loss)100 - 2,136 2,136 Miscellaneous 1,000 56,000 74,842 18,842 Total Revenues 26,100 56,000 79,245 23,245 Expenditures Current Recreation services Other services and charges 20,000 45,000 81,094 (36,094) Net Change in Fund Balances 6,100 11,000 (1,849) (12,849) Fund Balances, January 1 51,642 51,642 51,642 - Fund Balances, December 31 57,742$ 62,642$ 49,793$ (12,849)$ Budget Amounts 112 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL NATURE CENTER CONTRIBUTION SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Intergovernmental -$ -$ 19,728$ 19,728$ Interest earnings (loss)250 - 1,935 1,935 Miscellaneous 55,000 55,000 302,408 247,408 Total Revenues 55,250 55,000 324,071 269,071 Expenditures Current Recreation services Other services and charges 18,780 - 47,629 (47,629) Deficiency of Revenues Under Expenditures 36,470 55,000 276,442 221,442 Other Financing Sources (Uses) Transfers out - - (233,817) (233,817) Net Change in Fund Balances 36,470 55,000 42,625 (12,375) Fund Balances, January 1 132,690 132,690 132,690 - Fund Balances, December 31 169,160$ 187,690$ 175,315$ (12,375)$ Budget Amounts 113 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL PUBLIC HEALTH GRANTS SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Intergovernmental 442,800$ 341,875$ 89,416$ (252,459)$ Interest earnings (loss)500 500 1,158 658 Total Revenues 443,300 342,375 90,574 (251,801) Expenditures Current Public safety Other services and charges 134,410 177,835 91,370 86,465 Net Change in Fund Balances 308,890 164,540 (796) (165,336) Fund Balances, January 1 122,888 122,888 122,888 - Fund Balances, December 31 431,778$ 287,428$ 122,092$ (165,336)$ Budget Amounts 114 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL WOOD LAKE HALF MARATHON SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Interest earnings (loss)50$ -$ 835$ 835$ Miscellaneous 69,000 67,000 76,283 9,283 Total Revenues 69,050 67,000 77,118 10,118 Expenditures Current Recreation services Personnel services 30,000 30,000 30,000 - Other services and charges 32,000 30,000 30,028 (28) Total Expenditures 62,000 60,000 60,028 (28) Net Change in Fund Balances 7,050 7,000 17,090 10,090 Fund Balances, January 1 54,402 54,402 54,402 - Fund Balances, December 31 61,452$ 61,402$ 71,492$ 10,090$ Budget Amounts 115 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL UTILITY FRANCHISE FEES SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Taxes 1,850,000$ 1,898,000$ 1,923,654$ 25,654$ Interest earnings (loss)6,500 6,500 16,915 10,415 Total Revenues 1,856,500 1,904,500 1,940,569 36,069 Expenditures Current Administrative services Other services and charges 45,000 45,000 18,025 26,975 Capital outlay Administrative services 50,000 - - - Total Expenditures 95,000 45,000 18,025 26,975 Excess of Revenues Over Expenditures 1,761,500 1,859,500 1,922,544 63,044 Other Financing Uses Transfers out (1,746,000) (1,846,000) (1,845,997) 3 Net Change in Fund Balances 15,500 13,500 76,547 63,047 Fund Balances, January 1 1,516,008 1,516,008 1,516,008 - Fund Balances, December 31 1,531,508$ 1,529,508$ 1,592,555$ 63,047$ Budget Amounts 116 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL SWIMMING POOL SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Charges for services 442,620$ 470,880$ 507,541$ 36,661$ Miscellaneous - - 877 877 Total Revenues 442,620 470,880 508,418 37,538 Expenditures Current Recreation services Personnel services 231,000 230,800 251,664 (20,864) Other services and charges 258,410 275,410 330,880 (55,470) Total Expenditures 489,410 506,210 582,544 (76,334) Excess (Deficiency) of Revenues Over (Under) Expenditures (46,790) (35,330) (74,126) (38,796) Other Financing Sources Transfers in 315,000 320,000 400,000 80,000 Net Change in Fund Balances 268,210 284,670 325,874 41,204 Fund Balances, January 1 (473,676) (473,676) (473,676) - Fund Balances, December 31 (205,466)$ (189,006)$ (147,802)$ 41,204$ Budget Amounts 117 CITY OF RICHFIELD, MINNESOTA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL SPECIAL FACILITIES SPECIAL REVENUE FUND FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Interest earnings (loss)50$ 50$ 2,960$ 2,910$ Miscellaneous 54,900 54,900 43,757 (11,143) Total Revenues 54,950 54,950 46,717 (8,233) Expenditures Current Recreation services Personnel services 10,980 10,980 10,980 - Other services and charges 42,290 42,290 31,606 10,684 Total Expenditures 53,270 53,270 42,586 10,684 Excess (Deficiency) of Revenues Over (Under) Expenditures 1,680 1,680 4,131 2,451 Other Financing Sources (Uses) Transfers in 5,000 15,000 - (15,000) Transfers out - - - - Total Financing Sources (Uses)5,000 15,000 - (15,000) Net Change in Fund Balances 6,680 16,680 4,131 (12,549) Fund Balances, January 1 46,408 46,408 46,408 - Fund Balances, December 31 53,088$ 63,088$ 50,539$ (12,549)$ Budget Amounts 118 CITY OF RICHFIELD, MINNESOTA GENERAL FUNDS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL (CONTINUED ON THE FOLLOWING PAGES) FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Revenues Taxes Property taxes 19,866,602$ 19,866,390$ 16,692,391$ (3,173,999)$ Fiscal disparities - - 3,359,759 3,359,759 Total taxes 19,866,602 19,866,390 20,052,150 185,760 Licenses and permits Business 277,788 335,000 333,309 (1,691) Nonbusiness 934,500 934,500 1,046,664 112,164 Total licenses and permits 1,212,288 1,269,500 1,379,973 110,473 Intergovernmental Federal Other 236,590 236,590 121,014 (115,576) State Local government aid 2,010,920 2,010,920 2,010,927 7 Police and fire aid 611,250 617,250 685,623 68,373 Municipal State aid 383,700 350,300 350,300 - Community health services 177,830 177,835 177,835 - Other 18,810 179,855 73,876 (105,979) County 21,040 12,500 - (12,500) Local 1,030 500 - (500) Total intergovernmental 3,461,170 3,585,750 3,419,575 (166,175) Charges for services General government 32,000 32,000 43,570 11,570 Deputy registrar 750,000 595,000 624,978 29,978 Public safety 27,500 25,550 34,003 8,453 Public works 320,000 318,500 317,658 (842) Park and recreation 362,090 213,920 251,260 37,340 Nature center 79,670 87,580 108,185 20,605 Community development 571,000 571,000 590,223 19,223 Total charges for services 2,142,260 1,843,550 1,969,877 126,327 Fines and forfeitures 220,000 220,000 175,056 (44,944) Special assessments - - 4,726 4,726 Interest earnings (loss)20,000 25,000 114,044 89,044 Miscellaneous Refunds and reimbursements - - 682 682 Contributions and donations - - 2,550 2,550 Recovery - damage to City property 5,000 5,000 5,419 419 Rent 32,830 28,100 35,848 7,748 Other 10,000 10,000 18,718 8,718 Total miscellaneous 47,830 43,100 63,217 20,117 Total Revenues 26,970,150 26,853,290 27,178,618 325,328 Budget Amounts 119 CITY OF RICHFIELD, MINNESOTA GENERAL FUNDS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Expenditures Current Legislative/executive Mayor and City Council Personnel services 56,000$ 55,740$ 59,593$ (3,853)$ Other services and charges 174,790 172,790 163,461 9,329 Total Mayor and City Council 230,790 228,530 223,054 5,476 Other agencies Personnel services 32,230 32,230 32,230 - Other services and charges 72,600 72,600 72,600 - Total other agencies 104,830 104,830 104,830 - City manager Personnel services 381,430 309,018 276,017 33,001 Other services and charges 52,160 111,499 84,079 27,420 Total city manager 433,590 420,517 360,096 60,421 Legal Other services and charges 344,090 314,090 302,601 11,489 Total legislative/executive 1,113,300 1,067,967 990,581 77,386 Administrative services Administration Personnel services 78,560 61,701 31,990 29,711 Other services and charges 87,470 86,116 85,780 336 Total administration 166,030 147,817 117,770 30,047 Human resources Other services and charges 72,160 186,032 204,406 (18,374) City clerk Personnel services 641,780 609,367 543,285 66,082 Other services and charges 93,110 99,101 94,468 4,633 Total city clerk 734,890 708,468 637,753 70,715 Total administrative services 973,080 1,042,317 959,929 82,388 Budget Amounts 120 CITY OF RICHFIELD, MINNESOTA GENERAL FUNDS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Budget Amounts Expenditures (Continued) Current (continued) Finance Finance Personnel services 280,330$ 71,816$ 49,205$ 22,611$ Other services and charges 101,960 554,843 566,131 (11,288) Total finance 382,290 626,659 615,336 11,323 Assessing Other services and charges 387,470 389,005 389,915 (910) Total finance 769,760 1,015,664 1,005,251 10,413 Public safety Administrative support services Personnel services 564,720 532,098 500,954 31,144 Other services and charges 512,820 542,962 514,252 28,710 Total administrative support services 1,077,540 1,075,060 1,015,206 59,854 Police operations Personnel services 7,737,740 7,456,790 7,398,366 58,424 Other services and charges 2,075,150 2,183,900 2,004,617 179,283 Total police operations 9,812,890 9,640,690 9,402,983 237,707 Emergency services Personnel services 7,440 10,090 90 10,000 Other services and charges 29,050 29,520 19,014 10,506 Total emergency services 36,490 39,610 19,104 20,506 Total public safety 10,926,920 10,755,360 10,437,293 318,067 Fire Fire protection Personnel services 4,331,550 4,358,949 4,427,400 (68,451) Other services and charges 799,180 771,782 886,955 (115,173) Total fire protection 5,130,730 5,130,731 5,314,355 (183,624) Community development Administation Other services and charges 76,940 76,940 78,182 (1,242) 121 CITY OF RICHFIELD, MINNESOTA GENERAL FUNDS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Budget Amounts Expenditures (Continued) Current (continued) Planning and zoning Personnel services 272,830$ 206,350$ 213,268$ (6,918)$ Other services and charges 76,000 75,600 45,847 29,753 Total planning and zoning 348,830 281,950 259,115 22,835 Inspection Personnel services 1,086,880 1,005,060 1,001,457 3,603 Other services and charges 289,470 287,430 278,073 9,357 Total inspection 1,376,350 1,292,490 1,279,530 12,960 Total community development 1,802,120 1,651,380 1,616,827 34,553 Public works Administation Personnel services 155,700 154,070 155,326 (1,256) Other services and charges 43,460 43,460 38,078 5,382 Total administration 199,160 197,530 193,404 4,126 Engineering Personnel services 381,550 332,530 344,482 (11,952) Other services and charges 139,480 155,220 134,359 20,861 Total engineering 521,030 487,750 478,841 8,909 Streets Personnel services 1,361,850 1,315,200 1,350,383 (35,183) Other services and charges 1,146,420 1,193,070 1,340,979 (147,909) Total streets 2,508,270 2,508,270 2,691,362 (183,092) Park maintenance Personnel services 868,910 865,750 776,051 89,699 Other services and charges 653,730 657,220 744,560 (87,340) Total park maintenance 1,522,640 1,522,970 1,520,611 2,359 Total public works 4,751,100 4,716,520 4,884,218 (167,698) Recreation services Recreation services administration Personnel services 288,550 309,310 300,751 8,559 Other services and charges 106,170 135,570 155,046 (19,476) Total recreation services administration 394,720 444,880 455,797 (10,917) Recreation programs Personnel services 753,370 740,270 650,843 89,427 Other services and charges 384,440 342,470 263,756 78,714 Total recreation programs 1,137,810 1,082,740 914,599 168,141 122 CITY OF RICHFIELD, MINNESOTA GENERAL FUNDS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 2022 Actual Variance with Original Final Amounts Final Budget Budget Amounts Expenditures (Continued) Current (continued) Wood Lake Nature Center Personnel services 484,390$ 467,130$ 484,707$ (17,577)$ Other services and charges 134,400 155,320 130,223 25,097 Total Wood Lake Nature Center 618,790 622,450 614,930 7,520 Total recreation services 2,151,320 2,150,070 1,985,326 164,744 Total Expenditures 27,618,330 27,530,009 27,193,780 336,229 Excess (Deficiency) of Revenues Over (Under) Expenditures (648,180) (676,719) (15,162) 661,557 Other Financing Sources (Uses) Transfers in 898,180 926,719 722,317 (204,402) Proceeds from sale of capital assets - - 500 500 Transfers out (250,000) (250,000) (282,194) (32,194) Total Other Financing Sources (Uses)648,180 676,719 440,623 (236,096) Net Change in Fund Balances - - 425,461 425,461 Fund Balances, January 1 10,564,929 10,564,929 10,564,929 - Fund Balances, December 31 10,564,929$ 10,564,929$ 10,990,390$ 425,461$ 123 CITY OF RICHFIELD, MINNESOTA INTERNAL SERVICE FUNDS COMBINING STATEMENT OF NET POSITION DECEMBER 31, 2022 Central Garage Information Self Building Compensated and Equipment Technology Insurance Services Absences Total Assets Current Assets Cash and temporary investments 1,765,870$ 558,320$ 5,282,941$ 1,118,064$ 2,258,780$ 10,983,975$ Receivables Accrued interest 1,283 584 8,158 1,174 3,475 14,674 Accounts 100 - 69,091 - - 69,191 Due from other governments - - - - - - Advances to other funds - - 68,788 - - 68,788 Prepaid items 301,842 1,906 - 1,482 - 305,230 Total Current Assets 2,069,095 560,810 5,428,978 1,120,720 2,262,255 11,441,858 Noncurrent Assets Advances to other funds - - 442,883 - - 442,883 Capital assets Construction in progress 215,341 96,634 - - - 311,975 Buildings and equipment 10,951,740 820,189 - 442,128 - 12,214,057 Less accumulated depreciation (7,208,415) (765,656) - (363,929) - (8,338,000) Total Capital Assets (Net of Accumulated Depreciation)3,958,666 151,167 - 78,199 - 4,188,032 Total Noncurrent Assets 3,958,666 151,167 442,883 78,199 - 4,630,915 Total Assets 6,027,761 711,977 5,871,861 1,198,919 2,262,255 16,072,773 Deferred Outflows of Resources Deferred other postemployment benefits resources 1,472 7,713 - 4,223 - 13,408 Deferred pension resources 119,281 111,217 - 95,818 - 326,316 Total Deferred Outflows of Resources 120,753 118,930 - 100,041 - 339,724 Liabilities Current Liabilities Accounts and contracts payable 50,852 68,551 19,011 23,209 - 161,623 Accrued salaries payable 16,323 17,432 - 13,590 - 47,345 Due to other governments 38,684 - 14,809 - - 53,493 Compensated absences payable - current 9,750 11,968 - 16,542 567,313 605,573 Total Current Liabilities 115,609 97,951 33,820 53,341 567,313 868,034 Noncurrent Liabilities Compensated absences payable 28,699 35,228 - 48,692 1,669,864 1,782,483 Claims and judgements - - 1,614,340 - - 1,614,340 Net pension liability 400,544 373,464 - 321,756 - 1,095,764 Other postemployment benefits payable 3,673 19,251 - 10,541 - 33,465 Total Noncurrent Liabilities 432,916 427,943 1,614,340 380,989 1,669,864 4,526,052 Total Liabilities 548,525 525,894 1,648,160 434,330 2,237,177 5,394,086 Deferred Inflows of Resources Deferred other postemployment benefits resources 1,967 10,309 - 5,645 - 17,921 Deferred pension resources 7,711 7,190 - 6,194 - 21,095 Total Deferred Inflows of Resources 9,678 17,499 - 11,839 - 39,016 Net Position Net investment in capital assets 3,958,666 151,167 - 78,199 - 4,188,032 Unrestricted 1,631,645 136,347 4,223,701 774,592 25,078 6,791,363 Total Net Position 5,590,311$ 287,514$ 4,223,701$ 852,791$ 25,078$ 10,979,395$ 124 CITY OF RICHFIELD, MINNESOTA INTERNAL SERVICE FUNDS COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION FOR THE YEAR ENDED DECEMBER 31, 2022 Central Garage Information Self Building Compensated and Equipment Technology Insurance Services Absences Total Operating Revenues Charges for services 1,448,860$ 1,106,565$ 1,216,998$ 982,801$ -$ 4,755,224$ Operating Expenses Personnel services 507,325 431,518 500,981 441,260 - 1,881,084 Other services and charges 971,463 730,415 1,067,151 591,134 - 3,360,163 Depreciation 938,216 35,924 - 27,956 - 1,002,096 Total Operating Expenses 2,417,004 1,197,857 1,568,132 1,060,350 - 6,243,343 Operating Income (Loss)(968,144) (91,292) (351,134) (77,549) - (1,488,119) Nonoperating Revenues Interest earnings (loss)7,714 3,837 64,563 7,718 22,830 106,662 Miscellaneous revenues 539 - - - - 539 Gain on sale of capital assets 26,125 - - - - 26,125 Total Nonoperating Revenues 34,378 3,837 64,563 7,718 22,830 133,326 Income (Loss) Before Transfers and Contributions (933,766) (87,455) (286,571) (69,831) 22,830 (1,354,793) Transfers In 880,000 185,000 56,500 - - 1,121,500 Transfers Out - - (56,500) - - (56,500) Change in Net Position (53,766) 97,545 (286,571) (69,831) 22,830 (289,793) Net Position, January 1 5,644,077 189,969 4,510,272 922,622 2,248 11,269,188 Net Position, December 31 5,590,311$ 287,514$ 4,223,701$ 852,791$ 25,078$ 10,979,395$ 125 CITY OF RICHFIELD, MINNESOTA INTERNAL SERVICE FUNDS COMBINING STAEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 Central Garage Information Self Building Compensated and Equipment Technology Insurance Services Absences Total Cash Flows from Operating Activities Receipts from customers and users 1,486,078$ 1,106,642$ 1,147,907$ 991,123$ -$ 4,731,750$ Other operating receipts 539 - - - - 539 Payments to suppliers (1,248,594) (670,778) (555,954) (598,373) - (3,073,699) Payments to employees (466,053) (463,918) (500,981) (406,947) 75,973 (1,761,926) Net Cash Provided (Used) by Operating Activities (228,030) (28,054) 90,972 (14,197) 75,973 (103,336) Cash Flows from Noncapital Financing Activities Receipts on interfund balances - - 67,426 - - 67,426 Transfers from other funds 880,000 185,000 56,500 - - 1,121,500 Transfers to other funds - - (56,500) - - (56,500) Net Cash Provided (Used) by Noncapital Financing Activities 880,000 185,000 67,426 - - 1,132,426 Cash Flows from Capital and Related Financing Activities Acquisition of capital assets (624,199) (96,634) - - - (720,833) Proceeds from sale of capital assets 26,125 - - - - 26,125 Net Cash Provided (Used) by and Related Financing Activities (598,074) (96,634) - - - (694,708) Cash Flows from Investing Activities Investment receipts 8,022 3,951 66,553 7,981 23,922 110,429 Net Increase (Decrease) in Cash and Cash Equivalents 61,918 64,263 224,951 (6,216) 99,895 444,811 Cash and Cash Equivalents, January 1 1,703,952 494,057 5,057,990 1,124,280 2,158,885 10,539,164 Cash and Cash Equivalents, December 31 1,765,870$ 558,320$ 5,282,941$ 1,118,064$ 2,258,780$ 10,983,975$ Reconciliation of Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities Operating income (loss)(968,144)$ (91,292)$ (351,134)$ (77,549)$ -$ (1,488,119)$ Adjustments to reconcile operating income (loss) to net cash provided (used) by operating activities Depreciation 938,216 35,924 - 27,956 - 1,002,096 Other income related to operations 539 - - - - 539 (Increase) decrease in assets/deferred outflows of resources Accounts receivable 37,057 77 (69,091) - - (31,957) Due from other governments 161 - - 8,322 - 8,483 Prepaid items (290,178) (610) - 2,961 - (287,827) Deferred OPEB resources 2,134 (3,795) - (1,881) - (3,542) Deferred pension resources 13,061 56,947 - 22,902 - 92,910 Increase (decrease) in liabilities/deferred inflows of resources Accounts payable 633 60,247 4,957 (10,200) - 55,637 Accrued salaries payable 916 (1,226) - 679 - 369 Due to other governments 12,414 - 5,544 - - 17,958 Compensated absences payable (2,218) (9,339) - 7,224 75,973 71,640 Claims and judgements - - 500,696 - - 500,696 Net pension liability 216,571 139,693 - 156,720 - 512,984 Other postemployment benefits payable (18,718) (5,079) - (4,002) - (27,799) Deferred OPEB resources (7,887) (397) - (754) - (9,038) Deferred pension resources (162,587) (209,204) - (146,575) - (518,366) Net Cash Provided (Used) by Operating Activities (228,030)$ (28,054)$ 90,972$ (14,197)$ 75,973$ (103,336)$ 126 CITY OF RICHFIELD, MINNESOTA SUMMARY FINANCIAL REPORT GOVERNMENTAL FUNDS REVENUES AND EXPENDITURES FOR GENERAL OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 2022 2021 Revenues Taxes 26,791,748$ 25,550,272$ 4.86 % Licenses and permits 1,379,973 1,695,431 (18.61) Intergovernmental 17,291,129 10,896,992 58.68 Charges for services 3,572,411 3,383,966 5.57 Fines and forfeits 266,793 230,966 15.51 Special assessments 146,248 159,089 (8.07) Investment earnings 474,176 27,564 1,620.27 Miscellaneous 1,388,855 969,270 43.29 Total Revenues 51,311,333$ 42,913,550$ 19.57 % Per Capita 1,404$ 1,160$ 21.05 % Expenditures Current General government 3,736,372$ 2,995,213$ 24.74 % Public safety 15,946,189 15,587,368 2.30 Public works 4,999,152 12,153,261 (58.87) Culture and recreation 4,151,016 3,773,805 10.00 Community development 1,616,827 1,796,086 (9.98) Capital outlay General government - 30,001 (100.00) Public works 18,411,027 136,317 13,406.04 Culture and recreation 244,641 1,170,075 (79.09) Debt service Principal 3,760,000 3,560,000 5.62 Interest and other charges 1,360,676 1,497,299 (9.12) Bond issuance costs 110,227 - N/A Total Expenditures 54,336,127$ 42,699,425$ 27.25 % Per Capita 1,487$ 1,154$ 28.82 % Total Long-term Indebtedness 51,908,779$ 50,034,352$ 3.75 % Per Capita 1,420 1,353 5.03 General Fund Balance - December 31 10,990,390$ 10,564,929$ 4.03 % Per Capita 301 286 5.31 Total Percent Increase (Decrease) The purpose of this report is to provide a summary of financial information concerning the City of Richfield to interested citizens. The complete financial statements may be examined at City Hall, 6700 Portland Avenue, Richfield, MN 55423. Questions about this report should be directed to the Finance Department at (612) 861-9700. 127 THIS PAGE IS LEFT BLANK INTENTIONALLY 128 SUPPLEMENTARY FINANCIAL INFORMATION CITY OF RICHFIELD RICHFIELD, MINNESOTA FOR THE YEAR ENDED DECEMBER 31, 2022 129 HOUSING AND REDEVELOPMENT AUTHORITY OF RICHFIELD, MINNESOTA COMBINED BALANCE SHEET GOVERNMENTAL FUNDS DECEMBER 31, 2022 Special Capital General Revenue Projects Total Assets Cash and temporary investments 2,057,346$ 2,817,208$ 11,255,571$ 16,130,125$ Receivables Accrued interest 2,589 5,544 16,316 24,449 Taxes 5,697 - - 5,697 Accounts 604 2,240 - 2,844 Due from other governments 2,728 40,087 268,971 311,786 Due from other funds 177,088 - 1,633,913 1,811,001 Long term second mortgage receivable 149,988 2,422,820 - 2,572,808 Allowance for uncollectible accounts (149,988) (2,422,820) - (2,572,808) Assets held for resale 112,696 - 4,467,090 4,579,786 Total Assets 2,358,748$ 2,865,079$ 17,641,861$ 22,865,688$ Liabilities Accounts and contracts payable 139,778$ 21,745$ 175,151$ 336,674$ Deposits Payables - - 41,933 41,933 Due to other governments 13 - 42,544 42,557 Due to other funds - 54,821 1,756,180 1,811,001 Unearned revenue - 20,000 - 20,000 Total Liabilities 139,791 96,566 2,015,808 2,252,165 Deferred Inflows of Resources Unavailable revenues - delinquent taxes 5,697 - - 5,697 Fund Balances Restricted 112,696 - 4,467,090 4,579,786 Committed - 910,736 - 910,736 Assigned - 734,234 7,357,737 8,091,971 Unassigned 2,100,564 1,123,543 3,801,226 7,025,333 Total Fund Balances 2,213,260 2,768,513 15,626,053 20,607,826 Total Liabilities, Deferred Inflows of Resources and Fund Balances 2,358,748$ 2,865,079$ 17,641,861$ 22,865,688$ Fund balance reported above 20,607,826$ Allocation to reflect consolidation on internal service fund activities related to component unit (605,786) Some receivables are not available soon enough to pay for the current period's expenditures, and therefore are unavailable in the funds. Delinquent taxes 5,697 Net position of component unit activities 20,007,737$ 130 HOUSING AND REDEVELOPMENT AUTHORITY OF RICHFIELD, MINNESOTA COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED DECEMBER 31, 2022 Special Capital General Revenue Projects Total Revenues Tax increments -$ -$ 6,305,705$ 6,305,705$ Taxes 647,955 - - 647,955 Intergovernmental - 1,869,428 477,636 2,347,064 Interest earnings (loss)71,611 30,959 107,207 209,777 Miscellaneous 31,148 60,238 1,765 93,151 Total Revenues 750,714 1,960,625 6,892,313 9,603,652 Expenditures Current General government Personal services 252,297 208,911 260,298 721,506 Other services and charges 199,750 1,996,867 258,374 2,454,991 Capital outlay General government - - 736,331 736,331 Debt service Principal - - 790,000 790,000 Interest and other - - 3,330,061 3,330,061 Total Expenditures 452,047 2,205,778 5,375,064 8,032,889 Excess (Deficiency) of Revenues Over (Under) Expenditures 298,667 (245,153) 1,517,249 1,570,763 Other Financing Sources (Uses) Transfers in - 844,219 5,268,285 6,112,504 Transfers out (12,236) (85,000) (6,015,268) (6,112,504) Total Other Financing Sources (Uses)(12,236) 759,219 (746,983) - Net Change in Fund Balances 286,431 514,066 770,266 1,570,763 Fund Balances, January 1 1,926,829 2,254,447 14,855,787 Fund Balances, December 31 2,213,260$ 2,768,513$ 15,626,053$ Adjustment to reflect the consolidation of internal service fund activities related to component unit (37,914) Adjustment to reflect the change in other long-term assets not available to pay current period expenditures (273) Change in net position of component unit activities 1,532,576$ 131 OF RICHFIELD, MINNESOTA FINANCIAL DATA SCHEDULES BALANCE SHEET DECEMBER 31, 2022 Assets 111 Cash - unrestricted 143,078$ 122 Accounts receivable - HUD 4,877 124 Accounts receivable - other governments 15,210 128 Fraud recovery 15,288 128.1 Allowance for doubtful accounts - fraud (13,000) 129 Accrued interest receivable 284 290 Total Assets 165,737$ Liabilities 312 Accounts payable <= 90 days 100$ 347 Inter Program - Due To 54,821 Total Liabilities 54,921 Net Position 512.4 Unrestricted 110,816 513 Total Net Position 110,816 600 Total Liabilities, Deferred Inflows of Resources and Fund Balances 165,737$ HOUSING AND REDEVELOPMENT AUTHORITY - HOUSING CHOICE VOUCHERS 132 OF RICHFIELD, MINNESOTA FINANCIAL DATA SCHEDULES INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2022 Revenues 70600 HUD PHA operating grants 1,789,359$ 71100 Investment income - unrestricted 1,866 71500 Other revenue 736,474 70000 Total Revenues 2,527,699 Expenditures Administrative expenses 91100 Administrative salaries 208,911 91400 Advertising and marketing 339 91600 Office expenses 19,454 91900 Other 18,162 91000 Total administrative expenses 246,866 General expenses 96200 Other general expenses 38,674 96900 Total Expenditures 285,540 Excess (Deficiency) of Revenues Over (Under) Expenditures 2,242,159 Other Expenses 97300 Housing assistance payments 1,583,345 97350 HAP Portability-in 655,202 90000 Total Other Expenses 2,238,547 Net Increase (Decrease) in Net Position 3,612 Net Position, January 1 107,204 Net Position, December 31 110,816$ Memo account information 11170 Administrative fee equity 96,987$ Total net position 96,987$ 11190 Unit months available 2,772 11210 Number of unit months leased 2,269 Notes: Financial Data Schedules - U.S. Department of Housing and Urban Development HOUSING AND REDEVELOPMENT AUTHORITY - HOSING CHOICE VOUCHERS The City has presented the financial data schedules for its Housing and Redevelopment Authority. These schedules are presented on a modified accrual basis of accounting. The information in these schedules is presented in accordance with the U.S. Department of Housing and Urban Development, Office of Public Housing (HUD) and Indian Housing, Real Estate Assessment Center and the Financial Assessment Subsystem - Public Housing (FASS-PH). Accordingly, some of the amounts presented in these schedules may differ from the amounts presented in, or used in the preparation of, the City's basic financial statements. 133 Assets Cash and temporary investments 1,061,678$ Receivables Accrued interest 1,345 Taxes 5,800 Due from other governments 2,420 Deferred loan receivable 824,000 Allowance for uncollectible accounts (824,000) Total Assets 1,071,243$ Liabilities Accounts and contracts payable 71,205 Deferred Inflows of Resources Unavailable revenues - delinquent taxes 5,800 Fund Balances Unassigned 994,238 Total Liabilities, Deferred Inflows of Resources and Fund Balances 1,071,243$ Fund balance reported above 994,238$ Some receivables are not available soon enough to pay for the current period's expenditures, and therefore are unavailable in the funds. Delinquent taxes 5,800 Net position of component unit activities 1,000,038$ ECONOMIC DEVELOPMENT AUTHORITY OF RICHFIELD, MINNESOTA GENERAL FUND BALANCE SHEET DECEMBER 31, 2022 134 Revenues Taxes 554,750$ Interest earnings (loss)8,837 Miscellaneous 2,779 Total Revenues 566,366 Expenditures Current General government Personal services 62,202 Other services and charges 302,384 Total Expenditures 364,586 Net Change in Fund Balances 201,780 Fund Balances, January 1 792,458 Fund Balances, December 31 994,238$ Adjustment to reflect the change in other long-term assets not available to pay current period expenditures 120 Change in net position of component unit activities 201,900$ FOR THE YEAR ENDED DECEMBER 31, 2022 ECONOMIC DEVELOPMENT AUTHORITY OF RICHFIELD, MINNESOTA GENERAL FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES 135 THIS PAGE IS LEFT BLANK INTENTIONALLY 136 STATISTICAL SECTION (UNAUDITED) CITY OF RICHFIELD RICHFIELD, MINNESOTA FOR THE YEAR ENDED DECEMBER 31, 2022 137 CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) NET POSITION BY COMPONENT LAST TEN FISCAL YEARS (ACCRUAL BASIS OF ACCOUNTING) 2013 2014 2015 2016 Governmental Activities Net investment in capital assets 48,633,166$ 53,868,489$ 53,489,119$ 51,478,014$ Restricted 2,824,310 3,625,019 6,159,180 3,093,111 Unrestricted 20,321,278 17,269,452 5,339,294 (428,034) Total Governmental Activities Net Position 71,778,754$ 74,762,960$ 64,987,593$ 54,143,091$ Business-type Activities Net investment in capital assets 19,212,879$ 14,105,007$ 14,610,034$ 16,757,963$ Restricted 272,507 - - - Unrestricted 3,890,596 9,019,091 2,723,163 2,429,606 Total Business-type Activities Net Position 23,375,982$ 23,124,098$ 17,333,197$ 19,187,569$ Total Primary Government Net investment in capital assets 67,846,045$ 67,973,496$ 68,099,153$ 68,235,977$ Restricted 3,096,817 3,625,019 6,159,180 3,093,111 Unrestricted 24,211,874 26,288,543 8,062,457 2,001,572 Total Primary Government Net Position 95,154,736$ 97,887,058$ 82,320,790$ 73,330,660$ Fiscal Year 138 TABLE 1 2017 2018 2019 2020 2021 2022 46,432,821$ 44,695,707$ 46,258,802$ 46,316,911$ 51,429,664$ 64,217,643$ 3,388,199 6,336,024 5,933,995 7,253,345 16,485,325 3,964,804 (4,174,406) (8,092,783) (16,378,793) (8,288,323) (3,540,422) 411,109 45,646,614$ 42,938,948$ 35,814,004$ 45,281,933$ 64,374,567$ 68,593,556$ 19,656,557$ 23,309,355$ 20,657,979$ 20,657,979$ 21,303,212$ 21,550,313$ - - - - - - 4,155,490 4,418,358 5,970,660 5,970,660 6,361,197 8,177,018 23,812,047$ 27,727,713$ 26,628,639$ 26,628,639$ 27,664,409$ 29,727,331$ 60,155,878$ 59,206,662$ 58,559,804$ 58,758,640$ 64,876,476$ 78,279,906$ 3,388,199 6,336,024 5,933,995 7,253,345 16,485,325 3,964,804 5,914,584 5,123,975 (3,108,970) 5,898,587 10,677,175 16,076,177 69,458,661$ 70,666,661$ 61,384,829$ 71,910,572$ 92,038,976$ 98,320,887$ Fiscal Year 139 CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) CHANGES IN NET POSITION (CONTINUED ON THE FOLLOWING PAGES) LAST TEN FISCAL YEARS (ACCRUAL BASIS OF ACCOUNTING) 2013 2014 2015 2016 Expenses Governmental activities General government 3,042,891$ 3,102,253$ 3,112,271$ 3,503,975$ Public safety 11,735,025 11,767,776 12,512,132 16,846,901 Community development 1,322,175 1,360,558 1,390,908 1,489,202 Public works 9,545,980 9,647,341 15,932,128 16,161,254 Culture and recreation 2,154,180 3,882,319 3,973,233 4,244,085 Interest on long-term debt 1,196,968 1,220,893 1,118,400 1,786,750 Total Governmental Activities Expenses 28,997,219 30,981,140 38,039,072 44,032,167 Business-type activities Liquor 10,308,021 10,639,175 10,246,033 10,018,719 Water and sewer utility 7,217,814 7,271,227 7,503,496 8,067,365 Storm sewer utility 1,260,211 1,220,584 1,263,819 1,462,684 Recreation fund 1,745,104 - - - Total Business-type Activities Expenses 20,531,150 19,130,986 19,013,348 19,548,768 Total Primary Government Expenses 49,528,369$ 50,112,126$ 57,052,420$ 63,580,935$ Program Revenues Governmental activities Charges for services General government 545,092$ 672,182$ 795,899$ 830,145$ Public safety 834,563 863,073 842,342 658,591 Community development 985,884 1,305,144 1,146,164 1,383,804 Public works 309,848 308,784 307,611 309,235 Culture and recreation 419,164 1,608,943 1,721,646 1,751,634 Operating grants and contributions 1,295,566 1,449,484 1,305,392 1,434,327 Capital grants and contributions 2,585,689 3,065,904 6,134,825 4,733,815 Total Governmental Activities Program Revenues 6,975,806 9,273,514 12,253,879 11,101,551 Business-type activities Charges for services Liquor 11,137,402 11,500,417 10,859,642 10,457,318 Water and sewer utility 7,008,087 7,222,179 7,314,887 7,647,683 Storm sewer utility 1,117,761 1,204,476 1,181,739 1,352,699 Recreation fund 1,120,189 - - - Operating grants and contributions - - - - Capital grants and contributions - - 200,000 - Total Business-type Activities Program Revenues 20,383,439 19,927,072 19,556,268 19,457,700 Total Primary Government Program Revenues 27,359,245$ 29,200,586$ 31,810,147$ 30,559,251$ Fiscal Year 140 TABLE 2 2017 2018 2019 2020 2021 2022 3,261,312$ 3,205,714$ 3,365,461$ 3,443,118$ 3,591,071$ 4,535,832$ 13,706,386 12,958,838 14,234,972 14,767,550 14,455,290 17,406,811 1,364,675 1,552,826 1,676,267 1,601,218 1,730,362 1,758,662 15,028,590 13,039,259 21,901,131 11,146,122 8,969,332 9,179,955 4,142,433 4,308,628 4,196,419 3,426,087 4,666,522 5,308,282 1,751,627 1,563,101 1,449,654 1,487,038 1,317,337 1,380,404 39,255,023 36,628,366 46,823,904 35,871,133 34,729,914 39,569,946 10,729,098 10,824,828 11,904,943 12,384,877 12,979,538 13,299,880 7,957,436 8,262,064 8,330,939 8,272,505 8,380,422 9,343,582 1,623,854 1,720,653 1,924,222 2,057,741 2,043,408 2,129,905 - - - - - - 20,310,388 20,807,545 22,160,104 22,715,123 23,403,368 24,773,367 59,565,411$ 57,435,911$ 68,984,008$ 58,586,256$ 58,133,282$ 64,343,313$ 762,824$ 793,277$ 893,750$ 590,246$ 951,034$ 1,027,491$ 735,790 754,699 780,881 535,792 500,678 675,771 1,289,746 1,696,677 2,204,262 2,137,248 2,137,779 1,619,026 309,361 317,813 305,451 237,698 338,892 324,499 1,694,849 1,868,941 1,831,136 605,969 1,927,900 2,123,558 1,463,533 1,463,533 1,562,337 4,238,000 1,456,035 1,614,601 3,590,702 3,590,702 4,159,314 8,163,705 17,781,877 7,027,935 9,846,805 10,485,642 11,737,131 16,508,658 25,094,195 14,412,881 11,351,640 11,561,557 12,678,003 13,262,924 13,927,926 14,209,724 8,023,101 8,648,729 8,826,120 8,716,310 9,227,632 9,892,777 1,495,191 1,768,394 1,828,180 2,047,290 2,043,821 2,154,934 - - - - - - - - - - - - - - - - - - 20,869,932 21,978,680 23,332,303 24,026,524 25,199,379 26,257,435 30,716,737$ 32,464,322$ 35,069,434$ 40,535,182$ 50,293,574$ 40,670,316$ Fiscal Year 141 CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) CHANGES IN NET POSITION (CONTINUED ON THE FOLLOWING PAGES) CHANGES IN NET POSITION (CONTINUED) (ACCRUAL BASIS OF ACCOUNTING) 2013 2014 2015 2016 Net Revenues (Expenses) Governmental activities (22,021,413)$ (21,707,626)$ (25,755,193)$ (32,930,616)$ Business-type activities (147,711) 796,086 542,920 (91,068) Total Primary Government Net Revenues (Expenses)(22,169,124)$ (20,911,540)$ (25,212,273)$ (33,021,684)$ General Revenues and Other Changes in Net Position Governmental activities Taxes Property taxes 17,985,988$ 18,613,321$ 18,388,710$ 18,398,414$ Franchise taxes 1,304,716 1,973,751 2,230,602 2,260,122 Grants and contributions not restricted to specific programs 1,223,981 1,937,907 2,054,379 2,084,057 Other general revenues 710,988 809,564 1,069,172 940,123 Transfers 661,300 866,460 1,009,749 (1,596,613) Total Governmental Activities 21,886,973 24,201,003 24,752,612 22,086,103 Business-type activities Other general revenues 481,633 309,319 335,616 348,827 Transfers (661,300) (866,460) (1,009,749) 1,596,613 Special item - - - - Total Business-type Activities (179,667) (557,141) (674,133) 1,945,440 Total Primary Government 21,707,306$ 23,643,862$ 24,078,479$ 24,031,543$ Change in Net Position Governmental activities (134,440)$ 2,493,377$ (1,002,581)$ (10,844,502)$ Business-type activities (327,378) 238,945 (131,213) 1,854,372 Total Primary Government (461,818)$ 2,732,322$ (1,133,794)$ (8,990,130)$ Fiscal Year 142 TABLE 2 2017 2018 2019 2020 2021 2022 (29,789,259)$ (26,142,724)$ (35,086,773)$ (19,272,475)$ (9,635,719)$ (25,157,065)$ 559,544 1,171,135 1,172,199 1,311,401 1,796,011 1,484,068 (29,229,715)$ (24,971,589)$ (33,914,574)$ (17,961,074)$ (7,839,708)$ (23,672,997)$ 19,075,553$ 20,019,144$ 20,887,161$ 22,183,130$ 23,336,637$ 24,553,760$ 2,264,759 224,216 2,241,396 2,235,139 2,242,186 2,242,820 2,094,443 2,229,280 2,235,643 2,366,046 2,104,750 2,334,669 1,573,837 1,772,578 2,057,553 1,187,879 217,010 692,988 (3,715,810) (2,727,229) 308,930 768,210 827,770 (448,183) 21,292,782 21,517,989 27,730,683 28,740,404 28,728,353 29,376,054 349,124 434,240 502,377 514,623 67,529 130,671 3,715,810 2,727,229 (308,930) (768,210) (827,770) 448,183 - (93,263) (335,943) - - - 4,064,934 3,068,206 (142,496) (253,587) (760,241) 578,854 25,357,716$ 24,586,195$ 27,588,187$ 28,486,817$ 27,968,112$ 29,954,908$ (8,496,477)$ (2,606,735)$ (7,356,090)$ 9,467,929$ 19,092,634$ 4,218,989$ 4,624,478 4,239,341 1,029,703 1,057,814 1,035,770 2,062,922 (3,871,999)$ 1,632,606$ (6,326,387)$ 10,525,743$ 20,128,404$ 6,281,911$ Fiscal Year 143 CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (MODIFIED ACCRUAL BASIS OF ACCOUNTING) 2013 2014 2015 2016 General Fund Nonspendable 4,399$ 57,292$ 3,667$ 15,799$ Restricted 76,800 22,000 - - Unassigned 8,029,014 9,111,824 9,922,952 9,600,129 Total General Fund 8,110,213$ 9,191,116$ 9,926,619$ 9,615,928$ All Other Governmental Funds Nonspendable 19,644$ 21,450$ 7,203$ 2,887$ Restricted 3,088,157 4,137,256 10,128,899 18,332,804 Committed 1,038,100 1,023,281 955,348 720,397 Assigned 13,113,187 13,249,048 14,066,297 13,408,861 Unassigned (3,246,835) (2,727,214) (1,949,474) (1,847,409) Total All Other Governmental Funds 14,012,253$ 15,703,821$ 23,208,273$ 30,617,540$ Fiscal Year 144 TABLE 3 2017 2018 2019 2020 2021 2022 141,195$ 12,679$ 177,753$ 28,365$ 47,489$ 66,984$ - - - 16,118 - - 10,038,550 10,520,461 11,313,120 12,870,165 10,517,440 10,923,406 10,179,745$ 10,533,140$ 11,490,873$ 12,914,648$ 10,564,929$ 10,990,390$ 17,761$ 105,287$ 15,236$ 1,485$ 1,111$ 2,754$ 20,275,918 16,286,001 10,642,272 8,785,571 3,090,932 2,121,557 738,817 1,790,562 2,836,946 4,078,939 13,661,056 14,448,057 17,069,166 22,069,612 21,371,523 24,710,670 5,518,491 5,839,195 (3,741,559) (6,573,705) (4,101,728) (1,749,993) (3,798,986) (3,141,170) 34,360,103$ 33,677,757$ 30,764,249$ 35,826,672$ 18,472,604$ 19,270,393$ Fiscal Year 145 CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (MODIFIED ACCRUAL BASIS OF ACCOUNTING) 2013 2014 2015 2016 Revenues Taxes 18,116,437$ 18,370,724$ 18,407,060$ 18,357,209$ Franchise taxes 1,304,716 1,973,751 2,230,602 2,260,122 Special assessments 295,384 975,724 222,667 194,607 Fines and forfeitures 467,095 493,947 442,278 279,437 License and permits 938,455 1,030,746 985,367 1,124,025 Intergovernmental 4,903,648 5,486,032 9,272,706 7,971,353 Charges for services 1,689,001 3,233,433 3,386,017 3,529,947 Interest earnings (loss)35,355 62,931 56,206 157,444 Miscellaneous 638,488 726,303 980,395 719,430 Total Revenues 28,388,579 32,353,591 35,983,298 34,593,574 Expenditures Current General government 2,207,715 2,478,487 2,523,323 2,602,322 Public safety 11,724,644 11,322,841 11,781,433 12,367,364 Community development 1,215,361 1,297,986 1,337,103 1,330,766 Public works 7,244,947 7,424,484 13,814,201 13,457,283 Recreation services 1,795,561 3,207,929 3,282,355 3,382,122 Capital outlay 1,983,513 2,344,400 2,363,164 2,951,196 Debt service Principal 1,830,000 2,760,000 2,565,000 2,125,000 Interest and other charges 1,230,904 1,257,263 1,271,643 1,563,351 Bond issuance costs - - - - Total Expenditures 29,232,645 32,093,390 38,938,222 39,779,404 Excess (Deficiency) of Revenues Over (Under) Expenditures (844,066) 260,201 (2,954,924) (5,185,830) Other Financing Sources (Uses) Bond proceeds 3,120,000 - 9,100,000 11,215,000 Premium on bonds issued 76,365 - 278,526 516,582 Sale of capital assets 6,804 - - - Payment to refunded bond escrow agent - - - - Transfers in 5,773,029 3,333,711 11,965,883 4,368,205 Transfers out (5,806,099) (3,227,251) (11,848,134) (4,860,995) Total Other Financing Sources (Uses)3,170,099 106,460 9,496,275 11,238,792 Net Change in Fund Balances 2,326,033$ 366,661$ 6,541,351$ 6,052,962$ Debt Service as a Percentage of Noncapital Expenditures 11.2%13.5%10.5%10.0% Fiscal Year 146 TABLE 4 2017 2018 2019 2020 2021 2022 19,112,961$ 20,041,028$ 20,876,291$ 22,201,245$ 23,308,086$ 24,548,928$ 2,264,759 2,242,216 2,241,396 2,235,139 2,242,186 2,242,820 206,140 202,308 232,098 229,692 159,089 146,248 345,143 363,806 401,118 202,012 230,966 266,793 1,061,107 1,385,288 1,734,871 1,743,695 1,695,431 1,379,973 6,526,885 6,995,230 7,532,797 14,493,527 10,896,993 17,291,129 3,386,320 3,682,313 3,879,491 2,251,246 3,383,966 3,572,411 247,818 685,353 689,997 265,483 27,564 474,176 1,254,319 951,055 1,197,637 833,164 969,270 1,388,855 34,405,452 36,548,597 38,785,696 44,455,203 42,913,551 51,311,333 2,633,435 2,652,810 2,757,627 2,900,167 2,995,213 3,736,372 12,471,350 12,993,392 14,018,093 14,599,965 15,587,368 15,946,189 1,349,571 1,471,067 1,586,564 1,640,111 1,796,086 1,616,827 12,643,244 10,834,054 19,635,955 8,907,229 12,153,261 4,999,152 3,379,327 3,615,978 3,567,386 2,724,828 3,773,805 4,151,016 4,636,951 4,441,313 9,773,296 4,642,849 1,336,393 18,655,668 8,140,000 2,365,000 8,870,000 3,290,000 3,560,000 3,760,000 1,699,998 1,597,997 1,658,046 1,615,536 1,497,299 1,360,676 - - - - - 110,227 46,953,876 39,971,611 61,866,967 40,320,685 42,699,425 54,336,127 (12,548,424) (3,423,014) (23,081,271) 4,134,518 214,126 (3,024,794) 12,175,000 9,770,000 5,290,000 4,365,000 - 5,565,000 319,366 151,774 314,825 170,520 - 195,727 - - - - - 500 (2,950,000) - - - (1,385,000) - 5,333,223 11,296,324 12,196,655 11,766,403 5,532,754 6,059,926 (6,172,033) (11,851,404) (12,887,725) (12,013,193) (5,769,984) (7,573,109) 8,705,556 9,366,694 4,913,755 4,288,730 (1,622,230) 4,248,044 (3,842,868)$ 5,943,680$ (18,167,516)$ 8,423,248$ (1,408,104)$ 1,223,250$ 23.3%11.1%20.2%13.7%14.3%14.2% Fiscal Year 147 Table 5CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) ASSESSED VALUE AND ESTIMATED ACTUA LVALUE OF TAXABLE PROPERTY LAST TEN FISCAL YEARS Fiscal Year Total Taxable Estimated Ended Residential Commercial Industrial Assessed Actual December 31,Property Property Property Value Value 2013 1,934,597$ 507,270$ 7,902$ 2,449,769$ 2,672,791$ 65.67 % 2014 1,971,484 548,560 7,859 2,527,903 2,736,099 66.17 2015 2,061,584 577,408 12,690 2,651,682 2,854,982 61.66 2016 2,260,137 605,362 13,567 2,879,066 3,091,380 62.66 2017 2,462,327 582,035 14,300 3,058,662 3,263,103 58.41 2018 2,768,600 612,983 18,206 3,399,789 3,566,514 59.34 2019 3,027,897 637,461 16,848 3,682,206 3,838,900 54.74 2020 3,316,198 660,222 16,482 3,992,902 3,992,899 54.73 2021 3,435,888 655,139 16,678 4,107,705 4,251,546 55.50 2022 4,041,025 682,349 18,395 4,741,769 4,848,498 55.07 (1) Includes both City and Housing and Redevelopment Authority Rates. Source: Hennepin County Finance Department Tax Capacity Tax Rate Total Direct 148 Table 6CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) PROPERTY TAX RATES - DIRECT AND OVERLAPPING GOVERNMENTS LAST TEN FISCAL YEARS Fiscal Year 2013 56.770 %7.290 %1.600 %65.660 %31.010 %49.460 %10.090 %156.220 % 2014 56.790 7.670 1.710 66.170 34.140 49.950 10.580 160.840 2015 53.170 6.970 1.530 61.670 26.660 46.400 9.790 144.520 2016 53.190 7.800 1.670 62.660 28.770 45.360 9.530 146.320 2017 53.180 6.670 1.560 61.410 27.050 44.090 9.320 141.870 2018 49.580 8.150 1.610 59.340 37.050 42.810 8.970 148.170 2019 45.470 7.810 1.460 54.740 33.330 41.860 8.550 138.480 2020 45.120 8.170 1.440 54.730 32.660 41.080 8.220 136.690 2021 46.150 7.930 1.420 55.500 30.520 38.210 7.810 132.040 2022 45.843 7.838 1.385 55.066 28.708 37.716 7.849 129.339 Source: Hennepin County Assessing Office Rates Overlapping Direct & School District County Agencies Hennepin Direct City Rates Metropolitan Overlapping Rates (1) Total General CityDebtHRA Total 149 Table 7CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) PRINCIPAL PROPERTY TAXPAYERS CURRENT AND NINE YEARS AGO Net Net Tax Tax Taxpayer Capacity Rank Taxpayer Capacity Rank Best Buy Company, Inc.2,369,250$ 1 5.07 %BEST BUY CO INC 2,731,160$ 1 9.27 % Meridian Crossings LLC 1,256,430 2 2.69 MERIDIAN CROSSINGS LLC 1,126,550 2 3.82 JRK Investors, Inc.1,213,088 3 2.59 - JIW Inc.722,410 4 1.55 - Ryan Companies 488,530 5 1.04 - Morries Richfield JLR RE LL 412,270 6 0.88 - Menard, Inc.381,170 7 0.82 - CSM Corporation 371,270 8 0.79 CSM CORPORATION 327,390 3 1.11 ROP Investment Co., LLC 360,338 9 0.77 - Gina Fisher 358,810 10 0.77 THE GRAMERCY CLUB CITY BELLA 653935 4 2.22 - BRIXMOR SPE 5 LLC 432,610 5 1.47 - CROSSROADS AT PENN LLC 364,113 6 1.24 - CSM SHOPS INC 343,370 7 1.16 - WOODLAKE-VEF IV LLC 334,250 8 1.13 - SILVER CREST PROPERTIES LLC 299,458 9 1.02 - TARGET CORPORATION 299,310 10 1.02 Total 7,933,566$ 16.97 %6,912,146$ 23.45 % Tax Capacity Tax Capacity 2022 2013 Percent of Percent of Total Net Total Net 150 Table 8CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) PROPERTY TAX LEVIES AND COLLETIONS LAST TEN FISCAL YEARS Total Tax Collection Delinquent Outstanding Fiscal Levy for of Current Tax Total Delinquent Year Fiscal Year Year's Levy Collections Collections Taxes 2013 17,744,951$ 17,631,536$ 99.36 %-$ 17,631,536$ -$ 99.36 % 2014 18,012,303 17,933,454 99.56 - 17,933,454 - 99.56 2015 18,745,569 18,685,167 99.68 - 18,685,167 - 99.68 2016 19,125,557 19,001,616 99.35 6,106 19,007,722 18,632 99.38 2017 19,664,285 19,568,641 99.51 3,830 19,572,471 8,282 99.53 2018 21,083,735 20,972,448 99.47 (17,311) 20,955,137 54,099 99.39 2019 22,089,350 21,973,828 99.48 -(10,745) 21,963,083 27,946 99.43 2020 23,267,441 23,178,920 99.62 -1,329 23,180,249 24,784 99.63 2021 23,735,662 23,567,746 99.29 - 23,567,746 105,371 99.29 2022 25,777,379 25,636,397 99.45 48,866 25,685,264 123,753 99.64 Source: Hennepin County Assessing Office Collected to Levy Percentage Percentage of Total of Levy Collections 151 Table 9CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) RATIOS OF OUTSTANDING DEBT BY TYPE LAST TEN FISCAL YEARS General Water and Total Debt Fiscal Redevelopment Obligation (G.O.)Lease Storm Sewer Ice Arena Sewer Water Sewer Primary Per Year Bonds Bonds Payable Bonds Bonds Bonds Bonds Bonds Government Capita 2013 8,340,000$ 25,785,000$ -$ 4,790,431$ 780,000$ 4,730,000$ 1,428,526$ -$ 45,853,957$ - %1,274$ 2014 7,685,000 24,460,000 - 4,557,831 - 4,475,000 1,368,326 - 42,546,157 - 1,180 2015 7,020,000 31,989,510 - 5,983,079 - 4,210,000 5,273,618 - 54,476,207 - 1,507 2016 6,340,000 42,212,887 - 7,150,861 - -5,194,818 - 60,898,566 - 1,666 2017 5,645,000 44,228,837 - 6,896,061 - -4,846,018 - 61,615,916 - 1,696 2018 4,940,000 52,399,608 - 6,516,261 - -4,457,218 - 68,313,087 - 1,869 2019 4,220,000 49,747,831 - 6,950,730 - -5,304,682 1,141,176 67,364,419 - 1,821 2020 3,475,000 51,621,351 - 8,357,825 - -6,132,188 1,137,976 70,724,340 - 1,912 2021 2,715,000 47,319,352 123,705 6,116,394 - -5,651,987 1,094,776 63,021,214 - 1,700 2022 1,925,000 49,983,779 98,827 8,786,936 - -6,085,480 1,560,103 68,440,125 - 1,873 Details regarding the City's outstanding debt can be found in the notes to the financial statements. Information on personal income is not available. Percentage of Personal Income Business-type ActivitiesGovernmental Activities 152 Table 10CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) RATIOS OF GENERAL BONDED DEBT OUTSTANDING LAST TEN FISCAL YEARS Less: Amounts General Avaiable in Fiscal Obligation Redevelopment Lease Debt Service Net Year Bonds Bonds Payable Total Fund Total Per Capita (2) 2013 25,785,000$ 8,340,000$ -$ 34,125,000$ 1,680,344$ 32,444,656$ 1.32 %947$ 2014 24,460,000 7,685,000 - 32,145,000 2,388,013 29,756,987 1.18 889 2015 31,989,510 7,020,000 - 39,009,510 1,653,862 37,355,648 1.41 1,067 2016 42,212,887 6,340,000 - 48,552,887 2,192,838 46,360,049 1.61 1,336 2017 44,228,837 5,645,000 - 49,873,837 1,904,043 47,969,794 1.57 1,372 2018 52,399,608 4,940,000 - 57,339,608 2,356,747 54,982,861 1.62 1,569 2019 49,747,831 4,220,000 - 53,967,831 3,039,324 50,928,507 1.50 1,481 2020 51,621,351 3,475,000 - 55,096,351 3,440,778 51,655,573 1.52 1,489 2021 47,319,352 2,715,000 123,705 50,158,057 5,067,755 45,090,302 1.18 1,356 2022 49,983,779 1,925,000 98,827 52,007,606 709,834 51,297,772 1.07 1,423 Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. (1) See the Schedule of Assessed Value and Estimated Actual Value of Taxable Property for property value data. (2) Population data can be found in the Schedule of Demographic and Economic Statistics. Estimated Market Value of Taxable Property (1) Percentage of 153 THIS PAGE IS LEFT BLANK INTENTIONALLY 154 Table 11CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) COMPUTATION OF DIRECT AND OVERLAPPING DEBT DECEMBER 31, 2022 Estimated Estimated Share of Debt Percentage Overlapping Governmental Unit Outstanding (1)Applicable (2)Debt Hennepin County 1,439,270,000$ 1.83 %18,645,614$ Independent School District #280, Richfield, MN 135,165,000 68.39 86,554,898 Hennepin Suburb Park District 58,975,000 2.54 1,210,333 Hennepin Regional RR Authority 86,235,000 1.83 1,564,006 Metropolitan Council 1,717,186,171 1.00 830,594 Total Overlapping Debt 3,436,831,171 108,805,445 City of Richfield 52,007,606 100.00%520,076 Total Direct and Overlapping Debt 3,488,838,777$ 109,325,521$ Source: Hennepin County Assessing Office Note: (1) Excludes Revenue bonds and special assessment bonds. (2) The percentage applicable to the City of Richfield was determined by dividing the portion of the tax capacity within the City by the total tax capacity of the taxing jurisdiction. 155 CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) LEGAL DEBT MARGIN INFORMATION LAST TEN FISCAL YEARS 2013 2014 2015 2016 Debt Limit 73,493$ 75,837$ 79,550$ 80,126$ Total Net Debt Applicable to Limit 24,151 22,875 30,910 29,522 Legal Debt Margin 49,342$ 52,962$ 48,640$ 50,604$ Total Net Debt Applicable to the Limit as a Percent of Debt Limit 32.86%30.16%38.86%36.84% Fiscal Year 156 Table 12 2017 2018 2019 2020 2021 2022 91,760$ 101,994$ 110,466$ 115,105$ 123,231$ 142,253$ 42,506 50,769 47,972 47,440 44,306 47,135 49,254$ 51,225$ 62,494$ 67,665$ 78,925$ 95,118$ 46.32%49.78%43.43%41.21%35.95%33.13% Taxable Market Value 4,741,769$ Debt Limit (3 Percent of Market Value)142,253 Debt Applicable to Limit General obligation bonds 47,135 Legal Debt Margin 95,118$ Fiscal Year Legal Debt Margin Calculation for Fiscal Year 2021 157 Table 13CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) REVENUE BOND COVERAGE LAST TEN FISCAL YEARS Direct Net Fiscal Gross Operating Available Year Revenue Expense (1)Revenue Principal Interest Total 2013 9,246,037$ (4)7,683,443$ 1,593,210$ 490,000$ 447,541$ 937,541$ 1.70 % 2014 8,426,655 (5)6,532,437 1,047,689 515,000 399,985 914,985 1.15 2015 8,496,626 (5)6,805,269 1,449,979 555,000 386,154 941,154 1.54 2016 4,929,871 (6)3,520,861 1,305,812 570,000 364,299 934,299 1.40 2017 5,195,297 (6)3,532,721 1,349,245 570,000 357,053 927,053 1.46 2018 5,771,247 (6)3,943,875 1,126,957 735,000 324,269 1,059,269 1.06 2019 10,654,300 (7)7,964,269 1,223,490 750,000 312,455 1,062,455 1.15 2020 10,763,600 (7)7,807,898 1,318,264 1,760,000 416,995 2,176,995 0.61 2021 11,090,412 (7)7,794,392 3,296,020 2,685,000 357,048 3,042,048 1.08 2022 11,663,916 (7)8,619,335 3,044,581 960,000 394,171 1,354,171 2.25 Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. (1) Total operating expenses excluding depreciation. (2) Include principal and interest of revenue bonds only. (3) Storm sewer, Ice Arena, Water and Sewer revenue bonds. (4) Storm sewer, Ice Arena, Water and Sewer revenue bonds, and Water revenue bonds. (5) Storm sewer, Water and Sewer revenue bonds, and Water revenue bonds. (6) Storm sewer and Water revnue bonds. (7) Water, Sewer and storm sewer revenue bonds. Debt Service Requirements (2) Coverage 158 Table 14CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) DEMOGRAPHIC AND ECONOMIC STATISTICS LAST TEN FISCAL YEARS Per Capita Education Fiscal Personal Personal Median Level in Years School Year Population Income Income Age of Schooling Enrollment 2013 36,041 -$ -$ - - 4,405 3.8 % 2014 36,154 - - - - 4,396 3.0 2015 36,557 - - - - 4,302 2.6 2016 36,338 - - - - 4,235 3.2 2017 36,338 - - - - 4,231 2.7 2018 36,554 - - - - 4,127 2.7 2019 36,436 - - - - 4,084 2.3 2020 36,993 - - - - 4,010 4.9 2021 36,994 - - - - 4,139 2.6 2022 36,543 - - - - 4,151 2.6 Data Sources Metropolitan Council (www.metrocouncil.org) Minnesota Dept of Employment and Economic Development (www.deed.state.mn.us) U.S. Census Bureau (www.factfinder2.census.gov) Richfield School District #280 Note: Information on personal income, median age, and education levels is not avaiable. Rate Unemployment 159 Table 15CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) PRINCIPAL EMPLOYERS CURRENT YEAR AND NINE YEARS AGO Employees Rank Employees Rank Best Buy Corporate office 5,300 1 27.22 Best Buy Corporate office 4,300 1 22.54 U.S. Bancorp 1,350 2 6.93 U.S. Bancorp 1,560 2 8.18 Independent School District #280 1,057 3 5.43 Fraser 745 3 3.91 Super Target 350 4 1.80 Crystal Care Home Health 700 4 3.67 City of Richfield 327 5 1.68 Independent School District #280 587 5 3.08 Fraser 299 6 1.54 City of Richfield 339 6 1.78 Headway Emotional Health Services 250 7 1.28 Super Target 250 7 1.31 Menard, Inc.200 8 1.03 Dicks Sporting Goods 200 8 1.05 Weis Builders 100 9 0.51 Rainbow Foods 200 8 1.05 Pizza Luce 60 10 0.31 Metro Sales, Inc 190 10 1.00 Total 9,293 47.73 %9,071 47.57 % Source: Ehlers, Minnesota State Business Directory, Richfield Chamber of Commerce, and the Minnesota Manufactures Register. Note: Employee totals include only employees with full time status. Employer Employer 2022 2013 Employment (1)Employment (1) Percent Percent of City of City 160 Table 16CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) FULL-TIME EQUIVALENT CITY GOVERNMENT EMPLOYEES BY FUNCTION LAST TEN FISCAL YEARS 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 General Government Management services 3 3 3 3 3 3 3 3 3 3 Finance 5 6 5 6 6 5 6 5 2 4 City Clerk 8 9 9 10 9 9 10 10 10 10 Assessing 1 1 1 1 1 1 - - - - Others 10 11 12 11 12 12 11 11 11 13 Public Safety Police 46 46 48 48 48 48 48 48 48 46 Dispatchers 7 8 - - - - - - - - Others 14 14 14 14 14 14 14 14 15 15 Fire Firefighters and officers 26 26 27 27 26 26 26 26 26 30 Community Development Planning/zoning 2 2 2 2 2 2 2 2 2 2 Inspections 8 8 8 8 9 9 9 9 8 9 Others 8 8 6 7 8 8 8 10 9 8 Public Works Engineering 3 3 3 3 4 4 5 5 5 5 Street and park maintenance 20 20 19 20 18 23 23 24 23 23 Forestry 4 4 4 4 4 - - - - - Others 5 5 6 6 6 6 6 6 6 6 Parks and recreation 18 33 33 32 32 34 35 30 34 18 Liquor 25 26 25 23 24 24 25 28 33 32 Water and wastewater 18 18 17 16 18 19 19 19 17 19 Storm water 1 1 1 1 1 1 1 1 1 1 Recreation funds 15 - - - - - - - - - Total 247 252 243 242 245 248 251 251 253 244 Source: City budgets and personnel records. Function 161 Table 17CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) OPERATING INDICATORS BY FUNCTION LAST TEN FISCAL YEARS 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Police Physical arrests 490 404 435 471 489 591 491 701 701 829 Total offenses cited 6,653 7,274 5,764 4,486 4,818 5,315 4,728 3,429 2,078 2,961 Fire Emergency responses 4,096 4,135 4,195 4,073 4,287 4,252 4,411 4,451 4,710 4,876 Fires extinguished 90 75 90 83 72 92 88 104 87 87 Other public works Streets resurfacing (miles)0.20 - 14.30 15.00 16.00 14.40 15 14.25 3 1.5 Potholes repaired (tons of asphalt used)732.00 306.46 100.79 81.40 18.64 84.93 98.2 138.52 97.32 69.9 Parks and recreation Athletic field permits issued 58 52 55 56 53 57 58 30 49 39 Water New connections 2 4 2 6 9 10 11 54 31 18 Connections eliminated (redevelopment)- 17 4 18 3 - 6 - 2 3 Water main breaks 13 9 19 16 15 14 11 12 9 20 Average daily consumption (millions of gallons)3.02 2.90 2.84 2.70 2.70 2.71 2.55 2.76 2.72 2.69 Peak daily consumption (millions of gallons)6.24 6.01 4.97 4.80 5.23 5.26 3.88 3.03 4.94 4.40 Waste water Average daily sewage treatment (million of gallons)3.13 3.16 3.16 3.14 3.02 2.42 1.70 2.60 2.65 2.28 Sources: Various city departments Note: Indicators are not available for the general government function Function 162 Table 18CITY OF RICHFIELD, MINNESOTA STATISTICAL SECTION (UNAUDITED) CAPITAL ASSET STATISTICS BY FUNCTION LAST TEN FISCAL YEARS 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Police Stations 1 1 1 1 1 1 1 1 1 1 Fire stations 2 2 2 2 2 2 2 2 2 2 Other public works Streets (miles)123.43 123.43 123.43 123.43 123.43 123.43 123.43 123.43 123.43 123.67 Highway (miles)7.17 7.17 7.17 7.17 7.17 7.17 7.17 7.17 7.17 7.17 Street lights 3,349 3,349 3,349 3,349 3,349 3,349 3,349 3,349 3,458 3,458 Traffic signals 49 49 49 49 49 47 43 43 43 43 Parks and recreation Acreage 461 461 461 461 461 461 461 461 461 461 Playgrounds 21 21 21 21 21 21 21 21 21 21 Baseball/softball diamonds 21 21 21 21 21 21 21 21 21 21 Soccer/football fields 4 4 4 4 4 4 4 4 4 4 Hockey rinks - indoor 2 2 2 2 2 2 2 2 2 2 Community Center 1 1 1 1 1 1 1 1 1 1 Nature Center 1 1 1 1 1 1 1 1 1 1 Water Water mains (miles)121 121 121 121 120 120 120 120 120 118 Fire hydrants 1,047 1,048 1,052 1,050 1,053 1,053 1,073 1,073 1,074 1,074 Storage capacity (millions of gallons)5 5 5 5 5 5 5 5 5 5 Wastewater Sanitary sewer (miles)119.4 119.4 119.4 119.4 119.4 118.0 118.0 118.0 118.0 97.2 Storm sewer (miles)59.9 59.9 59.9 59.9 59.9 59.9 59.9 59.9 59.9 86.0 Sources: Various city departments Note: No capital asset indicators are available for the general governments Function 163 City of Richfield Hennepin County, Minnesota Communications Letter December 31, 2022 City of Richfield Table of Contents Report on Matters Identified as a Result of the Audit of the Basic Financial Statements 1 Required Communication 3 Financial Analysis 8 Emerging Issues 20 1 Report on Matters Identified as a Result of the Audit of the Basic Financial Statements Honorable Mayor and Members of the City Council and Management City of Richfield Richfield, Minnesota In planning and performing our audit of the basic financial statements of the governmental activities, business-type activities, the discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Richfield, Minnesota, as of and for the year ended December 31, 2022, in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, we considered the City's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control over financial reporting. Our consideration of internal control was for the limited purpose described in the preceding paragraph and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and, therefore, material weaknesses or significant deficiencies may exist that have not been identified. In addition, because of inherent limitations in internal control, including the possibility of management override of controls, misstatements due to error, or fraud may occur and not be detected by such controls. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the City's basic financial statements will not be prevented, or detected and corrected, on a timely basis. A reasonable possibility exists when the likelihood of an event occurring is either reasonably possible or probable as defined as follows:  Reasonably possible. The chance of the future event or events occurring is more than remote but less than likely.  Probable. The future event or events are likely to occur. We did not identify any deficiencies in internal control that we consider to be material weaknesses. 2 A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. The accompanying memorandum also includes financial analysis provided as a basis for discussion. The matters discussed herein were considered by us during our audit and they do not modify the opinion expressed in our Independent Auditor's Report dated June 20, 2023, on such statements. This communication, which is an integral part of our audit, is intended solely for the information and use of the Members of the City Council and management and others within the City and state oversight agencies and is not intended to be, and should not be, used by anyone other than these specified parties. Minneapolis, Minnesota June 20, 2023 3 City of Richfield Required Communication We have audited the basic financial statements of the governmental activities, business-type activities, the discretely presented component units, each major fund, and the aggregate remaining fund information of the City as of and for the year ended December 31, 2022. Professional standards require that we advise you of the following matters related to our audit. Our Responsibility in Relation to the Financial Statement Audit As communicated in our engagement letter, our responsibility, as described by professional standards, is to form and express opinions about whether the basic financial statements prepared by management with your oversight are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America. Our audit of the basic financial statements does not relieve you or management of its respective responsibilities. Our responsibility, as prescribed by professional standards, is to plan and perform our audit to obtain reasonable, rather than absolute, assurance about whether the basic financial statements are free of material misstatement. An audit of the basic financial statements includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control over financial reporting. Accordingly, as part of our audit, we considered the internal control of the City solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control. We are also responsible for communicating significant matters related to the audit that are, in our professional judgement, relevant to your responsibilities in overseeing the financial reporting process. However, we are not required to design procedures for the purpose of identifying other matters to communicate to you. Generally accepted accounting principles provide for certain Required Supplementary Information (RSI) to supplement the basic financial statements. Our responsibility with respect to the RSI, which supplements the basic financial statements, is to apply certain limited procedures in accordance with generally accepted auditing standards. However, the RSI was not audited and, because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance, we do not express an opinion or provide any assurance on the RSI. Our responsibility for the supplementary information accompanying the basic financial statements, as described by professional standards, is to evaluate the presentation of the supplementary information in relation to the basic financial statements as a whole and to report on whether the supplementary information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. Our responsibility with respect to the other information in documents containing the audited basic financial statements and auditor's report does not extend beyond the basic financial information identified in the report. We have no responsibility for determining whether this other information is properly stated. This other information was not audited and we do not express an opinion or provide any assurance on it. 4 City of Richfield Required Communication Our Responsibility in Relation to Government Auditing Standards As communicated in our engagement letter, part of obtaining reasonable assurance about whether the basic financial statements are free of material misstatement, we performed tests of the City's compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of basic financial statement amounts. However, the objective of our tests was not to provide an opinion on compliance with such provisions. Our Responsibility in Relation to Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) As communicated in our engagement letter, in accordance with the Uniform Guidance, we examined on a test basis, evidence about the City's compliance with the types of compliance requirements described in the U.S. Office of Management and Budget (OMB) Compliance Supplement applicable to each of its major federal programs for the purpose of expressing an opinion on the City's compliance with those requirements. While our audit provided a reasonable basis for our opinion, it did not provide a legal determination on the City's compliance with those requirements. In planning and performing our audit of compliance, we considered the City's internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Planned Scope and Timing of the Audit We conducted our audit consistent with the planned scope and timing we previously communicated to you. Compliance with All Ethics Requirements Regarding Independence The engagement team, others in our firm, as appropriate, our firm, and our network firms have complied with all relevant ethical requirements regarding independence. Significant Risks Identified We have identified the following significant risks of material misstatements:  Improper revenue recognition o Revenue recognition is considered a fraud risk on substantially all engagements as it generally has a significant impact on the results of the government operations. In addition, complexities exist surrounding the calculation and recording of various revenue sources.  Management override of controls through journal entries o Management override of internal control is considered a risk in substantially all engagements as management may be incentivized to produce better results.  Lack of Segregation of Accounting Duties o If duties cannot be appropriately segregated within the accounting and finance department, there is a risk of incorrectly recording activity within the City. 5 City of Richfield Required Communication Qualitative Aspects of the City's Significant Accounting Practices Significant Accounting Policies Management has the responsibility to select and use appropriate accounting policies. A summary of the significant accounting policies adopted by the City is included in the notes to basic financial statements. There have been no initial selection of accounting policies and no changes to significant accounting policies or their application during 2022. No matters have come to our attention that would require us, under professional standards, to inform you about (1) the methods used to account for significant unusual transactions and (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus. Significant Accounting Estimates Accounting estimates are an integral part of the basic financial statements prepared by management and are based on management's current judgements. Those judgements are normally based on knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the basic financial statements and because of the possibility that future events affecting them may differ markedly from management's current judgements. The most sensitive estimates affecting the basic financial statements relate to: Depreciation – The City is currently depreciating its capital assets over their estimated useful lives, as determined by management, using the straight-line method. Net/Total Other Post Employment Benefits (OPEB) Liability, Deferred Outflows of Resources Related to OPEB and Deferred Inflows of Resources Related to OPEB – These balances are based on an actuarial study using the estimates of future obligations of the City for post employment benefits. Net Pension Liability, Deferred Outflows of Resources Relating to Pensions and Deferred Inflows of Resources relating to Pensions – These balances are based on an allocation by the pension plans using estimates based on contributions. Land Held for Resale – Land held for resale is recorded using either the lower of historical cost or estimated resale value. We evaluated the key factors and assumptions used to develop the accounting estimates and determined that they are reasonable in relation to the basic financial statements taken as a whole and in relation to the applicable opinion units. Financial Statement Disclosures Certain basic financial statement disclosures involve significant judgment and are particularly sensitive because of their significance to financial statement users. The basic financial statement disclosures are neutral, consistent, and clear. Significant Difficulties Encountered during the Audit We encountered no significant difficulties in dealing with management relating to the performance of the audit. 6 City of Richfield Required Communication Uncorrected and Corrected Misstatements For the purposes of this communication, professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that we believe are trivial, and communicate them to the appropriate level of management. Further, professional standards require us to also communicate the effects of uncorrected misstatements related to prior periods on the relevant classes of transactions, account balances or disclosures, and the basic financial statements taken as a whole and each applicable opinion unit. Management did not identify, and we did not notify them of any uncorrected financial statement misstatements. In addition, professional standards require us to communicate to you all material, corrected misstatements that were brought to the attention of management as a result of our audit procedures. None of the misstatements detected as a result of audit procedures and corrected by management were material either individually or in the aggregate, to the basic financial statements taken as a whole. Disagreements with Management For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter, which could be significant to the City's basic financial statements or the auditor's report. No such disagreements arose during the course of our audit. Representations Requested from Management We have requested certain written representations from management, which are included in the management representation letter. Management's Consultations with Other Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters. Management has informed us that, and to our knowledge, there were no consultations with other accountants regarding auditing and accounting matters. Other Significant Matters, Findings, or Issues In the normal course of our professional association with the City, we generally discuss a variety of matters, including the application of accounting principles and auditing standards, significant events or transactions that occurred during the year, operating and regulatory conditions affecting the City, and operational plans and strategies that may affect the risks of material misstatement. None of the matters discussed resulted in a condition to our retention as the City's auditor. Other Information Included in Annual Reports Pursuant to professional standards, our responsibility as auditors for other information, whether financial or nonfinancial, included in the City's annual reports, does not extend beyond the information identified in the audit report, and we are not required to perform any procedures to corroborate such other information. 7 City of Richfield Required Communication Other Information Included in Annual Reports (Continued) We applied certain limited procedures to the RSI that supplements the basic financial statements. Our procedures consisted of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We did not audit the RSI and do not express an opinion or provide any assurance on the RSI. With respect to the supplementary information accompanying the financial statements, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the basic financial statements or to the basic financial statements themselves. We were not engaged to report on the other information accompanying the basic financial statements but are not RSI. Such information has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Our responsibility also includes communicating to you any information which we believe is a material misstatement of fact. Nothing came to our attention that caused us to believe that such information, or its manner of presentation, is materially inconsistent with the information, or manner of its presentation, appearing in the basic financial statements. 8 City of Richfield Financial Analysis The following pages provide graphic representation of select data pertaining to the financial position and operations of the City for the past five years. Our analysis of each graph is presented to provide a basis for discussion of past performance and how implementing certain changes may enhance future performance. We suggest you view each graph and document if our analysis is consistent with yours. General Fund As illustrated in the graph below, total expenditures exceeded total revenues in the General Fund in 2022. This deficit, combined with net transfers in of $722,317 resulted in an increase in fund balance of $425,461 in 2022. The City's total fund balance of $10,990,390 at December 31, 2022, represents 40.4% of General Fund expenditures based on 2022 spending levels. The City relies on year-end fund balance to finance much of the subsequent year's expenditures, since major property tax settlements are not received until June. The City's target General Fund balance is to maintain a minimum unassigned fund balance of 40% of the current year end actual General Fund expenditures. At December 31, 2022, the City's unassigned fund balance amounted to $10,923,406, which excludes nonspendable fund balance for prepaid items of $66,984. This amount equals 40.2% of the City's 2022 actual General Fund expenditures. 2018 2019 2020 2021 2022 Total Revenues $22,482,979 $23,738,065 $26,176,379 $26,207,186 $27,178,618 Total Expenditures 22,531,930 23,683,617 24,310,173 26,300,517 27,193,780 Fund Balance 8,810,296 9,261,364 10,025,490 10,564,929 10,990,390 $- $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 General Fund Revenues, Expenditures, and Fund Balance 9 City of Richfield Financial Analysis General Fund Revenues Trends for each of the City's major revenue classifications over the past five years are portrayed in the bar graph below. General Fund revenues increased $971,432 from 2021. Property taxes increased $1,113,985 because of an increase in the levy. Licenses and permits decreased $315,458 as a result of less building permits during the year. All other categories remained consistent with the prior year. Property Taxes Fees and Fines License and Permits Intergovernmental Charges for Services Miscellaneous 2018 $16,003,424 $310,713 $1,385,288 $2,383,163 $2,246,618 $153,773 2019 16,581,275 267,531 1,734,871 2,547,735 2,451,324 155,329 2020 17,559,198 189,767 1,743,695 4,828,595 1,760,254 94,870 2021 18,938,165 176,642 1,695,431 3,492,120 1,842,554 62,274 2022 20,052,150 175,056 1,379,973 3,419,575 1,969,877 181,987 $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 $8,000,000 $9,000,000 $10,000,000 $11,000,000 $12,000,000 $13,000,000 $14,000,000 $15,000,000 $16,000,000 $17,000,000 $18,000,000 $19,000,000 $20,000,000 $21,000,000 General Fund Revenues 10 City of Richfield Financial Analysis General Fund Revenues (Continued) The City's revenues by source for 2022 and 2021 are shown below. As seen on the following graphs, the categories stay fairly consistent between the two years. Property Taxes 74% Fees and Fines 1% License and Permits 5% Intergovernmental 12% Charges for Services 7%Miscellaneous 1% 2022 General Fund Revenues Property Taxes 72% Fees and Fines 1% License and Permits 7% Intergovernmental 13% Charges for Services 7%Miscellaneous 0% 2021 General Fund Revenues 11 City of Richfield Financial Analysis General Fund Expenditures Total General Fund expenditures increased 3.4%, or $893,263, from 2021 to 2022. The most significant increase by program was in administrative services and finance. Administrative services and finance expenditures increased in total by $505,966 due to staff turnover in finance and human resources resulting in hiring outside consultants to support operations and the audit. Public works expenditures increased by $226,447 due to Xcel Energy rates for electricity for street light, parks, building and lighting increasing substantially. Community development expenditures decreased $179,259 as a result of significant staff turnover of senior positions that were replaced with lower level employees. Fire expenditures increased by $178,165 due to more training for firefighters, new station recliners and new software purchases. Other programs' spending was consistent from 2021 to 2022. Legislative/ Executive Administrative Services Finance Public Safety Fire Community Development Public Works Recreation Services Capital Outlay 2018 $837,836 $668,263 $674,332 $8,671,310 $4,237,354 $1,471,067 $4,032,936 $1,896,519 $42,313 2019 734,688 840,868 661,779 9,436,746 4,360,909 1,586,564 4,158,659 1,903,404 - 2020 836,275 954,870 513,559 9,924,577 4,537,374 1,640,111 4,216,177 1,594,809 92,421 2021 941,743 693,573 765,641 10,309,436 5,136,190 1,796,086 4,657,771 2,000,077 - 2022 990,581 959,929 1,005,251 10,437,293 5,314,355 1,616,827 4,884,218 1,985,326 - $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 $8,000,000 $9,000,000 $10,000,000 $11,000,000 General Fund Expenditures 12 City of Richfield Financial Analysis General Fund Expenditures (Continued) The City's expenditures by program for 2022 and 2021 are shown below. As seen on the following graphs, expenditure by program remained consistent from 2021 to 2022. Legislative/ Executive 4%Administrative Services 3% Finance 4% Public Safety 38% Fire 20% Community Development 6% Public Works 18% Recreation Services 7% 2022 General Fund Expenditures Legislative/ Executive 3%Administrative Services 3% Finance 3% Public Safety 39% Fire 19% Community Development 7% Public Works 18% Recreation Services 8% 2021 General Fund Expenditures 13 City of Richfield Financial Analysis General Fund Revenues and Expenditures Variance Actual Final Budget - Final Budget Amounts Over (Under) Revenues Property taxes 19,866,390$ 20,052,150$ 185,760$ Fines and fees 220,000 175,056 (44,944) Licenses and permits 1,269,500 1,379,973 110,473 Intergovernmental revenues 3,585,750 3,419,575 (166,175) Charges for services 1,843,550 1,969,877 126,327 Special assessments - 4,726 4,726 Investment income 25,000 114,044 89,044 Miscellaneous revenues 43,100 63,217 20,117 Total revenues 26,853,290 27,178,618 325,328 Expenditures Legislative/executive 1,067,967 990,581 (77,386) Administrative services 1,042,317 959,929 (82,388) Finance 1,015,664 1,005,251 (10,413) Public safety 10,755,360 10,437,293 (318,067) Fire 5,130,731 5,314,355 183,624 Community development 1,651,380 1,616,827 (34,553) Public works 4,716,520 4,884,218 167,698 Recreation services 2,150,070 1,985,326 (164,744) Total expenditures 27,530,009 27,193,780 (336,229) Other financing sources (uses) Net transfers 676,719 440,623 (236,096) Net change in fund balances -$ 425,461$ 425,461$ For the year ended December 31, 2022, the City budgeted for revenues and transfers into the General Fund to equal expenditures and transfers out. Actual revenues and transfers in exceeded expenditures and transfers out by $425,461. Revenues were overall over budget by $325,328, or 1.2%. Property taxes were over budget by $185,760, or 0.9%, due to having better collections than budgeted for during the year. Expenditures were $336,229, or 1.2% under budget. The most significant variance was in public safety due to conservative budgeting. Fire was over budget $183,624 as a result of more training for firefighters that was not anticipated for. Public works was over budget $167,698 due to higher electricity fees than anticipated. Recreation services was under budget $164,744 as a result of several positions being vacant during the year. 14 City of Richfield Financial Analysis Tax Levy, Capacity, and Rates The graph below presents information relating to the City's tax levy, tax capacity and rates. The levy for 2022 includes the General Fund levy of $20,067,061 plus a levy for the Debt Service and Capital Project Funds totaling $4,503,536. As illustrated below, the taxable tax capacity of the City has experienced a steady increase over the last five years. While the City has increased the levy during this period, the tax capacity rate has declined because of increases in market values and tax capacity. $30,001,418 $33,767,365 $36,111,232 $37,567,917 $39,253,300 $20,061,444 $21,059,411 $22,133,486 $23,394,027 $24,570,597 57.73% 53.28%53.29%54.08%53.68% 0% 10% 20% 30% 40% 50% 60% 70% $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 $35,000,000 $40,000,000 2018 2019 2020 2021 2022 Tax Capacity, Levy, and Rates Taxable Tax Capacity Certified City Levy Tax Capacity Rate 15 City of Richfield Financial Analysis Liquor Fund The City's liquor store reported an increase in sales from 2021 to 2022 of 2.0%. Cost of sales correspondingly increased by 2.9%. Operating expenses in the Liquor Fund increased 0.3%. The City's gross profit percentage decreased from 2021 to 2022. The City's gross profit percentage is slightly below both comparable metro stores and the metro municipal average. $8,645,844 $9,439,556 $9,886,359 $10,355,772 $10,659,157 $2,159,720 $2,445,292 $2,469,884 $2,558,138 $2,565,546 $11,561,557 $12,678,003 $13,262,924 $13,916,528 $14,200,736 $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 $8,000,000 $9,000,000 $10,000,000 $11,000,000 $12,000,000 $13,000,000 $14,000,000 $15,000,000 2018 2019 2020 2021 2022 Liquor Fund Cost of Sales Operating Expenses Sales 2022 Metro City of City of City of City of City of Municipal Richfield Richfield Edina* Eden Prairie* Savage* Average* Sales 14,200,736$ 13,916,528$ 14,313,232$ 11,923,359$ 7,025,084$ 7,307,865$ Costs of sales 10,659,157 10,355,772 10,353,194 8,371,936 4,993,255 5,343,817 Gross profit 3,541,579 3,560,756 3,960,038 3,551,423 2,031,829 1,964,048 Operating expenses 2,565,546 2,558,138 3,166,585 2,545,548 1,464,105 1,468,415 Operating income 976,033 1,002,618 793,453 1,005,875 567,724 495,633 Gross profit percentage 24.9% 25.6% 27.7% 29.8% 28.9% 26.9% 2021 * Individual metro municipal and averages obtained from the Office of State Auditor, Analysis of Municipal Liquor Store Operations Report. 16 City of Richfield Financial Analysis Water and Sewer Utilities Fund Charges for services in the fund increased $438,500 or 4.8% from 2021 to 2022. This increase was the result of increased rates. Operating expenses increased $898,322 or 11.1% due to several water main breaks. The Fund had operating income of $654,732 in 2022 with depreciation. The Fund has fully funded depreciation expense since 2018. $8,648,729 $8,826,120 $8,716,310 $9,220,649 $9,659,149 $8,114,358 $8,157,933 $8,060,618 $8,106,095 $9,004,417 $1,734,607 $1,924,455 $2,074,472 $2,599,956 $2,143,214 $534,371 $668,187 $655,692 $1,114,554 $654,732 $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 $5,000,000 $5,500,000 $6,000,000 $6,500,000 $7,000,000 $7,500,000 $8,000,000 $8,500,000 $9,000,000 $9,500,000 $10,000,000 2018 2019 2020 2021 2022 Water and Sewer Utilities Fund Charges for Services Operating Expenses Operating Income without Depreciation Operating Income with Depreciation 17 City of Richfield Financial Analysis Storm Sewer Fund Charges for services in the Fund increased $135,044 from 2021 to 2022, or 7.2%. Operating expenses decreased $44,438 or 2.3%. The Fund reported an operating income of $138,484 in 2022 with depreciation. The Fund has fully funded depreciation expense for all years presented besides 2021. $1,768,394 $1,828,180 $2,047,290 $1,869,763 $2,004,767 $1,564,568 $1,765,862 $1,894,444 $1,910,721 $1,866,283 $807,955 $765,576 $881,230 $696,064 $901,367 $203,826 $62,318 $152,846 $(40,958) $138,484 $(200,000) $- $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 $1,800,000 $2,000,000 $2,200,000 2018 2019 2020 2021 2022 Storm Sewer Fund Charges for Services Operating Expenses Operating Income without Depreciation Operating Income with Depreciation 18 City of Richfield Financial Analysis Governmental Funds The tables below and on the following page illustrate the City's various sources of revenue and expenditures per capita over a three year period in comparison to 2021 data for Minnesota cities ranked by various sizes. Year 2020 2021 2022** Population 2,500-10,000 10,000-20,000 20,000-100,000 36,993 36,994 36,543 Property taxes 560$ 529$ 557$ 600$ 630$ 672$ Tax increments 38 36 49 - - - Franchise fees and other taxes 52 66 53 60 61 61 Special assessments 59 41 56 6 4 4 Licenses and permits 45 46 53 47 46 38 Intergovernmental revenues 421 293 202 393 295 473 Charges for services 135 111 110 61 91 98 Other 60 39 26 35 33 58 Total revenue 1,370$ 1,161$ 1,106$ 1,202$ 1,160$ 1,404$ City of Richfield December 31, 2021 State-Wide* * State-wide data obtained from the Office of the State Auditor's 2021 Minnesota City Finances Report. ** Population is estimated as of January 1, 2022, from the Met Council population data study; 2022 information is not yet available. The City has few special assessments and, thus, has consistently shown higher tax revenues per capita and lower special assessments revenues per capita compared to the state averages. Total governmental revenues increased $244 per capita from 2021. The most significant increase was in intergovernmental revenue. Intergovernmental revenue increased due to ARPA funds used in 2022. Property taxes increased due to an increase in the levy. Other revenue increased as a result of an increase in investment income. 19 City of Richfield Financial Analysis Governmental Funds (Continued) Year 2020 2021 2022** Population 2,500-10,000 10,000-20,000 20,000-100,000 36,993 36,994 36,543 Current Administration 168$ 131$ 116$ 78$ 81$ 102$ Community development 81 58 59 44 49 44 Police 237 211 228 272 283 291 Fire and other public safety 89 85 99 123 139 145 Public works 144 124 112 241 329 137 Parks and recreation 108 124 107 74 102 114 Other 20 23 18 - - - Total current 847$ 756$ 739$ 832$ 983$ 833$ Capital outlay and construction 525$ 407$ 317$ 126$ 36$ 511$ Debt service Principal 168$ 161$ 110$ 89$ 96$ 103$ Interest and fiscal 48 41 34 44 40 40 Total debt service 216$ 202$ 144$ 133$ 136$ 143$ December 31, 2021 State-Wide* City of Richfield * State-wide data obtained from the Office of the State Auditor's 2021 Minnesota City Finances Report. ** Population is estimated as of January 1, 2022, from the Met Council population data study; 2022 information is not yet available. The City's current expenditures and capital outlay and construction expenditures for 2022 were more than the state-wide average for a city of a comparable population, while debt service expenditures are less. Overall, the City's governmental expenditures increased 28.7% from 2021 to 2022, or $332 per capita. Current expenditures per capita decreased $150 from 2021. 20 City of Richfield Emerging Issues Executive Summary The following is an executive summary of financial related updates to assist you in staying current on emerging issues in accounting and finance. This summary will give you a preview of the new standards that have been recently issued and what is on the horizon for the near future. The most recent and significant updates include:  Accounting Standard Update – GASB Statement No. 96 – Subscription-Based Information Technology Arrangements GASB has issued GASB Statement No. 96 relating to accounting and financial reporting for subscription-based information technology arrangements. The requirements of this Statement will improve financial reporting by establishing a definition for subscription-based information technology arrangements and providing uniform guidance for accounting and financial reporting for transactions that meet that definition.  Accounting Standard Update – GASB Statement No. 100 – Accounting Changes and Error Corrections GASB has issued GASB Statement No. 100 relating to accounting and financial reporting for accounting changes and error corrections. The requirements of this Statement will improve the clarity of the accounting and financial reporting requirements for accounting changes and error corrections, which will result in greater consistency in application in practice. In turn, more understandable, reliable, relevant, consistent, and comparable information will be provided to financial statement users for making decisions or assessing accountability.  Accounting Standard Update – GASB Statement No. 101 – Compensated Absences GASB has issued GASB Statement No. 101 relating to accounting and financial reporting for compensated absences. The unified recognition and measurement model in this Statement will result in a liability for compensated absences that more appropriately reflects when a government incurs an obligation. In addition, the model can be applied consistently to any type of compensated absence and will eliminate potential comparability issues between governments that offer different types of leave. The following are extensive summaries of the current updates. As your continued business partner, we are committed to keeping you informed of new and emerging issues. We are happy to discuss these issues with you further and its applicability to your City. Accounting Standard Update – GASB Statement No. 96 – Subscription-Based Information Technology Arrangements This Statement provides guidance on the accounting and financial reporting for subscription-based information technology arrangements (SBITAs) for government end users (governments). This Statement (1) defines a SBITA; (2) establishes that a SBITA results in a right-to-use subscription asset – an intangible asset – and a corresponding subscription liability; (3) provides the capitalization criteria for outlays other than subscription payments, including implementation costs of a SBITA; and (4) requires note disclosures regarding a SBITA. To the extent relevant, the standards for SBITAs are based on the standards established in Statement No. 87, Leases, as amended. 21 City of Richfield Emerging Issues Accounting Standard Update – GASB Statement No. 96 – Subscription-Based Information Technology Arrangements (Continued) A SBITA is defined as a contract that conveys control of the right to use another party's (a SBITA vendor's) information technology (IT) software, alone or in combination with tangible capital assets (the underlying IT assets), as specified in the contract for a period of time in an exchange or exchange-like transaction. The subscription term includes the period during which a government has a noncancellable right to use the underlying IT assets. The subscription term also includes periods covered by an option to extend (if it is reasonably certain that the government or SBITA vendor will exercise that option) or to terminate (if it is reasonably certain that the government or SBITA vendor will not exercise that option). Under this Statement, a government generally should recognize a right-to-use subscription asset – an intangible asset – and a corresponding subscription liability. A government should recognize the subscription liability at the commencement of the subscription term, – which is when the subscription asset is placed into service. The subscription liability should be initially measured at the present value of subscription payments expected to be made during the subscription term. Future subscription payments should be discounted using the interest rate the SBITA vendor charges the government, which may be implicit, or the government's incremental borrowing rate if the interest rate is not readily determinable. A government should recognize amortization of the discount on the subscription liability as an outflow of resources (for example, interest expense) in subsequent financial reporting periods. The subscription asset should be initially measured as the sum of (1) the initial subscription liability amount, (2) payments made to the SBITA vendor before commencement of the subscription term, and (3) capitalizable implementation costs, less any incentives received from the SBITA vendor at or before the commencement of the subscription term. A government should recognize amortization of the subscription asset as an outflow of resources over the subscription term. Activities associated with a SBITA, other than making subscription payments, should be grouped into the following three stages, and their costs should be accounted for accordingly:  Preliminary Project Stage, including activities such as evaluating alternatives, determining needed technology, and selecting a SBITA vendor. Outlays in this stage should be expensed as incurred.  Initial Implementation Stage, including all ancillary charges necessary to place the subscription asset into service. Outlays in this stage generally should be capitalized as an addition to the subscription asset.  Operation and Additional Implementation Stage, including activities such as subsequent implementation activities, maintenance, and other activities for a government's ongoing operations related to a SBITA. Outlays in this stage should be expensed as incurred unless they meet specific capitalization criteria. In classifying certain outlays into the appropriate stage, the nature of the activity should be the determining factor. Training costs should be expensed as incurred, regardless of the stage in which they are incurred. 22 City of Richfield Emerging Issues Accounting Standard Update – GASB Statement No. 96 – Subscription-Based Information Technology Arrangements (Continued) If a SBITA contract contains multiple components, a government should account for each component as a separate SBITA or nonsubscription component and allocate the contract price to the different components. If it is not practicable to determine a best estimate for price allocation for some or all components in the contract, a government should account for those components as a single SBITA. This Statement provides an exception for short-term SBITAs. Short-term SBITAs have a maximum possible term under the SBITA contract of 12 months (or less), including any options to extend, regardless of their probability of being exercised. Subscription payments for short-term SBITAs should be recognized as outflows of resources. This Statement requires a government to disclose descriptive information about its SBITAs other than short-term SBITAs, such as the amount of the subscription asset, accumulated amortization, other payments not included in the measurement of a subscription liability, principal and interest requirements for the subscription liability, and other essential information. GASB Statement No. 96 is effective for reporting periods beginning after June 15, 2022. Earlier application is encouraged. Information provided above was obtained from www.gasb.org. Accounting Standard Update – GASB Statement No. 100 – Accounting Changes and Error Corrections – an Amendment of GASB Statement No. 62 The primary objective of this Statement is to enhance accounting and financial reporting requirements for accounting changes and error corrections to provide more understandable, reliable, relevant, consistent, and comparable information for making decisions or assessing accountability. This Statement defines accounting changes as changes in accounting principles, changes in accounting estimates, and changes to or within the financial reporting entity and describes the transactions or other events that constitute those changes. As part of those descriptions, for (1) certain changes in accounting principles and (2) certain changes in accounting estimates that result from a change in measurement methodology, a new principle or methodology should be justified on the basis that it is preferable to the principle or methodology used before the change. That preferability should be based on the qualitative characteristics of financial reporting – understandability, reliability, relevance, timeliness, consistency, and comparability. This Statement also addresses corrections of errors in previously issued financial statements. This Statement prescribes the accounting and financial reporting for (1) each type of accounting change and (2) error corrections. This Statement requires that (a) changes in accounting principles and error corrections be reported retroactively by restating prior periods, (b) changes to or within the financial reporting entity be reported by adjusting beginning balances of the current period, and (c) changes in accounting estimates be reported prospectively by recognizing the change in the current period. The requirements of this Statement for changes in accounting principles apply to the implementation of a new pronouncement in absence of specific transition provisions in the new pronouncement. 23 City of Richfield Emerging Issues Accounting Standard Update – GASB Statement No. 100 – Accounting Changes and Error Corrections – an Amendment of GASB Statement No. 62 (Continued) This Statement also requires that the aggregate amount of adjustments to and restatements of beginning net position, fund balance, or fund net position, as applicable, be displayed by reporting unit in the financial statements. This Statement requires disclosure in notes to financial statements of descriptive information about accounting changes and error corrections, such as their nature. In addition, information about the quantitative effects on beginning balances of each accounting change and error correction should be disclosed by reporting unit in a tabular format to reconcile beginning balances as previously reported to beginning balances as restated. Furthermore, this Statement addresses how information that is affected by a change in accounting principle or error correction should be presented in required supplementary information (RSI) and supplementary information (SI). For periods that are earlier than those included in the basic financial statements, information presented in RSI or SI should be restated for error corrections, if practicable, but not for changes in accounting principles. GASB Statement No. 100 is effective for reporting periods beginning after June 15, 2023. Earlier application is encouraged. Information provided above was obtained from www.gasb.org. Accounting Standard Update – GASB Statement No. 101 – Compensated Absences The objective of this Statement is to better meet the information needs of financial statement users by updating the recognition and measurement guidance for compensated absences. That objective is achieved by aligning the recognition and measurement guidance under a unified model and by amending certain previously required disclosures. This Statement requires that liabilities for compensated absences be recognized for (1) leave that has not been used and (2) leave that has been used but not yet paid in cash or settled through noncash means. A liability should be recognized for leave that has not been used if (a) the leave is attributable to services already rendered, (b) the leave accumulates, and (c) the leave is more likely than not to be used for time off or otherwise paid in cash or settled through noncash means. Leave is attributable to services already rendered when an employee has performed the services required to earn the leave. Leave that accumulates is carried forward from the reporting period in which it is earned to a future reporting period during which it may be used for time off or otherwise paid or settled. In estimating the leave that is more likely than not to be used or otherwise paid or settled, a government should consider relevant factors such as employment policies related to compensated absences and historical information about the use or payment of compensated absences. However, leave that is more likely than not to be settled through conversion to defined benefit postemployment benefits should not be included in a liability for compensated absences. 24 City of Richfield Emerging Issues Accounting Standard Update – GASB Statement No. 101 – Compensated Absences (Continued) This Statement requires that a liability for certain types of compensated absences – including parental leave, military leave, and jury duty leave – not be recognized until the leave commences. This Statement also requires that a liability for specific types of compensated absences not be recognized until the leave is used. This Statement also establishes guidance for measuring a liability for leave that has not been used, generally using an employee's pay rate as of the date of the financial statements. A liability for leave that has been used but not yet paid or settled should be measured at the amount of the cash payment or noncash settlement to be made. Certain salary-related payments that are directly and incrementally associated with payments for leave also should be included in the measurement of the liabilities. With respect to financial statements prepared using the current financial resources measurement focus, this Statement requires that expenditures be recognized for the amount that normally would be liquidated with expendable available financial resources. This Statement amends the existing requirement to disclose the gross increases and decreases in a liability for compensated absences to allow governments to disclose only the net change in the liability (as long as they identify it as a net change). In addition, governments are no longer required to disclose which governmental funds typically have been used to liquidate the liability for compensated absences. GASB Statement No. 101 is effective for reporting periods beginning after December 15, 2023. Earlier application is encouraged. Information provided above was obtained from www.gasb.org. City of Richfield Hennepin County, Minnesota Schedule of Expenditures of Federal Awards and Independent Auditor's Reports December 31, 2022 City of Richfield Table of Contents Schedule of Expenditures of Federal Awards 1 Notes to Schedule of Expenditures of Federal Awards 2 Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 3 Report on Compliance for Each Major Program and Report on Internal Control over Compliance and on the Schedule of Expenditures of Federal Awards in Accordance with the Uniform Guidance 5 Schedule of Findings and Questioned Costs 9 Minnesota Legal Compliance 12 See notes to schedule of expenditures of federal awards. 1 Federal Assistance Listing Federal Number Expenditures U.S. Department of Housing and Urban Development Received Directly Section 8 Housing Choice Voucher Program 14.871 2,520,949$ Passed through Hennepin County Community Development Block Grant - Entitlement Grant 14.218 20,000 Total U.S. Department of Housing and Urban Development 2,540,949 U.S. Department of Homeland Security Received directly Disaster Grants 97.036 314 Total U.S. Department of Homeland Security 314 U.S. Department of Health and Human Services Passed through the State of Minnesota Immunization Cooperative Agreements 93.268 25,631 Epidemiology and Laboratory Capcity for Infectious Diseases 93.323 16,183 Public Health Emergency Preparedness 93.069 48,919 Total U.S. Department of Health and Human Services 90,733 U.S. Department of Justice Received directly Bulletproof Vest Partnership Program 16.607 7,217 Passed through State of Minnesota Missing Children's Assistance 16.543 833 Passed through the Hennepin County Justice Assistance Grant 16.738 9,900 Total U.S. Department of Justice 17,950 U.S. Department of Transportation Passed through Metropolitan Airport Commission Towards Zero Deaths 20.608 13,915 DWI Enforcement 20.616 8,214 Distracted Vehicle Grant 20.600 6,970 Passed through the State of Minnesota Highway Planning and Construction 20.205 3,717,680 Towards Zero Deaths 20.608 46,016 DWI Enforcement 20.616 43,939 Distracted Vehicle Grant 20.600 7,132 Total U.S. Department of Transportation 3,843,866 U.S. Department of Agriculture Received directly Agricultural Worker Pandemic Relief and Protection Program 10.181 2,267 Total U.S. Department of Agriculture 2,267 U.S. Department of Treasury Passed through the State of Minnesota Coronavirus State and Local Fiscal Recovery Funds 21.027 1,218,372 Total U.S. Department of Tresury 1,218,372 Total Federal Expenditures 7,714,451$ Federal Agency/Pass Through Agency/Program Title City of Richfield Schedule of Expenditures of Federal Awards Year Ended December 31, 2022 2 City of Richfield Notes to Schedule of Expenditures of Federal Awards NOTE 1 – BASIS OF PRESENTATION The accompanying Schedule of Expenditures of Federal Awards (the "Schedule") includes the federal award activity of the City under programs of the federal government for the year-ended December 31, 2022. The information in this Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of the operations of the City, it is not intended to and does not present the financial position, changes in net position, or cash flows of the City. NOTE 2 – PASS-THROUGH GRANT NUMBERS All pass-through entities listed previously use the same Assistance Listing numbers as the federal grantors to identify these grants and have not assigned any additional identifying numbers. NOTE 3 – INDIRECT COST RATE The City did not elect to use the 10 percent de minimis indirect cost rate, as allowed under the Uniform Guidance. 3 Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Independent Auditor's Report Honorable Mayor and Members of the City Council City of Richfield Richfield, Minnesota We have audited, in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, the discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Richfield, Minnesota, as of and for the year ended December 31, 2022, and the related notes to financial statements, which collectively comprise the City's basic financial statements, and have issued our report thereon dated June 20, 2023. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the City's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses, or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. 4 Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Minneapolis, Minnesota June 20, 2023 5 Report on Compliance for Each Major Federal Program and Report on Internal Control over Compliance and on the Schedule of Expenditures of Federal Awards in Accordance with the Uniform Guidance Independent Auditor's Report Honorable Mayor and Members of the City Council City of Richfield Richfield, Minnesota Report on Compliance for Each Major Federal Program Opinion on Each Major Federal Program We have audited compliance of the City of Richfield, Minnesota, with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on each of the City's major federal programs for the year ended December 31, 2022. The City's major federal programs are identified in the summary of auditor's results section of the accompanying Schedule of Findings and Questioned Costs. In our opinion, the City complied in all material respects, with the compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended December 31, 2022. Basis for Opinion on Each Major Federal Program We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor's Responsibilities for the Audit of Compliance section of our report. We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for each major federal program. Our audit does not provide a legal determination of the City's compliance with the compliance requirements referred to above. Responsibilities of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules and provisions of contracts or grant agreements applicable to the City's federal programs. 6 Auditor's Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City's compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material, if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City's compliance with the requirements of each major federal program as a whole. In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we:  Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City's compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances.  Obtain an understanding of the City's internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of Example Entity's internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Report on Internal Control over Compliance A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. 7 Report on Internal Control over Compliance (Continued) Our consideration of internal control over compliance was for the limited purpose described in the Auditor's Responsibilities for the Audit of Compliance section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance . Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of the governmental activities, the business-type activities, the discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Richfield, Minnesota, as of and for the year ended December 31, 2022, and have issued our report thereon dated June 20, 2023, which contained unmodified opinions on the financial statements. Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying Schedule of Expenditures of Federal Awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the Schedule of Expenditure of Federal Awards is fairly stated, in all material respects, in relation to the basic financial statements as a whole. Minneapolis, Minnesota June 20, 2023 8 City of Richfield Schedule of Findings and Questioned Costs SECTION I – SUMMARY OF AUDITOR'S RESULTS Financial Statements Type of auditor's report issued: We issued an unmodified opinion on the fair presentation of the financial statements of the governmental activities, business- type activities, each major fund, and the aggregate remaining fund information in accordance with accounting principles generally accepted in the United State of America (GAAP) Internal control over financial reporting:  Material weakness(es) identified? No  Significant deficiency(ies) identified? None reported Noncompliance material to financial statements noted? No Federal Awards Type of auditor's report issued on compliance for major programs: Unmodified Internal control over major programs:  Material weakness(es) identified? No  Significant deficiency(ies) identified? None reported Any audit findings disclosed that are required to be reported in accordance with 2 CFR 200.516(a)? No Identification of Major Programs Assistance Listing.: 20.205 Name of Federal Program or Cluster: Highway Planning and Construction Assistance Listing.: 21.027 Name of Federal Program or Cluster: Coronavirus State and Local Fiscal Recovery Funds Dollar threshold used to distinguish between type A and type B programs: $750,000 Auditee qualified as low risk auditee? No 9 City of Richfield Schedule of Findings and Questioned Costs SECTION II – FINANCIAL STATEMENT FINDINGS None SECTION III – FEDERAL AWARD FINDINGS AND QUESTIONED COSTS None 10 City of Richfield Schedule of Findings and Questioned Costs SECTION IV – PRIOR YEAR FINDINGS AND QUESTIONED COSTS Audit Finding 2021-001 In the prior year audit, the City did not maintain support for the Ice Arena revenue. We noted the City implemented a new software system and was able to maintain support for the Ice Arena revenue in the current year. 11 Minnesota Legal Compliance Independent Auditor's Report Honorable Mayor and Members of the City Council City of Richfield Richfield, Minnesota We have audited, in accordance with auditing standards generally accepted in the United States of America, and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, the discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Richfield, Minnesota as of and for the year ended December 31, 2022, and the related notes to financial statements, which collectively comprise the City's basic financial statements, and have issued our report thereon dated June 20, 2023. In connection with our audit, nothing came to our attention that caused us to believe that the City failed to comply with the provisions of the contracting and bidding, deposits and investments, conflicts of interest, public indebtedness, claims and disbursements, miscellaneous provisions, and tax increment financing sections of the Minnesota Legal Compliance Audit Guide for Cities, promulgated by the State Auditor pursuant to Minnesota Statute § 6.65, insofar as they relate to accounting matters. However, our audit was not directed primarily toward obtaining knowledge of such noncompliance. Accordingly, had we performed additional procedures, other matters may have come to our attention regarding the City's noncompliance with the above referenced provisions, insofar as they relate to accounting matters. The purpose of this report is solely to describe the scope of our testing of compliance and the results of that testing, and not to provide an opinion on compliance. Accordingly, this communication is not suitable for any other purpose. Minneapolis, Minnesota June 20, 2023 AGENDA SECTION:PUBLIC HEARINGS AGENDA ITEM #4. STAFF RE P ORT NO. 80 CIT Y COUNCIL ME E T ING 6/27/2023 RE P O RT P RE PA RE D B Y: Jennifer A nderson, S upport S ervices Manager D E PA RTME NT D IRE C TO R RE V IE W: Jay Henthorne, D irector of P ublic S afety/C hief of P olice 6/22/2023 O THE R D E PA RTM E NT RE V IE W: C ITY MA NA G E R RE V IE W: K atie Rodriguez, C ity Manager 6/22/2023 I T E M F O R C O UNC IL C O NS ID E RAT I O N: Public hearing and consider the approval of a new On-Sale Wine and 3.2 Percent Malt Liquor license, with outside service, for Toma Richfield, L LC dba Toma Mojo Grill, located at 1700 66th Street East. E X E C UT IV E S UM M ARY: On April 13, 2023, the City received the application materials for new On-Sale W ine and 3.2 Percent Malt Liquor licenses, with outside service, for Toma Richfield, L L C, dba Toma Mojo Grill located at 1700 66th Street East. All required information and documents have been received. All licensing fees have been paid. The Public Safety background investigation has been completed. The Public Safety Director has reviewed the background investigation report and found nothing that would cause the denial of the requested licenses. RE C O M M E ND E D AC T I O N: Conduct and close the public hearing and by motion: Approve the issuance of new On-Sale Wine and 3.2 Percent Malt Liquor licenses, with outside service, for Toma Richfield, LL C dba Toma Mojo Grill, located at 1700 66th Street East. B AS IS O F RE C O M M E ND AT I O N: A.H IS TOR IC AL C ON T E X T The applicant has satisfied the following requirements for issuance of licenses: The required license fees have been paid Real estate taxes are current Proof of commercial and liquor liability insurance have been received showing Amtrust I nsurance as affording coverage. As a result of this being a new request for On-Sale W ine and 3.2 Percent Malt Liquor licenses, there is no need for an accountant's statement regarding food/alcohol ratio. As stated in the Executive Summary, the Public Safety Director has reviewed the background information and sees no basis for denial. On-Sale W ine and 3.2 Percent Malt Liquor licenses require owners of these establishments to comply with Resolution No. 9511, which outlines the discipline they can expect if any ongoing problems occur. A copy of this resolution has been given to the owner of the establishment. There are no distance requirements to notify neighbors of the issuance of On-Sale W ine and 3.2 Percent Malt Liquor licenses. The Notice of Public Hearing was published in the Richfield Sun Current on J une 15, 2023. B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): Richfield City Code Section 1202 requires owners of On-Sale W ine and 3.2 Percent Malt Liquor licensed establishments to comply with all the provisions of both City Code and State Statutes. C.C R IT IC AL T IMIN G IS S U E S: There are no critical timing issues. D.F IN AN C IAL IMPAC T: Licensing fees have been received. E.L E GAL C ON S ID E R AT ION: The requirements of Resolution No. 9511 must be met which outlines the discipline they can expect if any on-going problems occur. A copy of this resolution has been given to the owner of the establishment. The Notice of Public Hearing was published in the Richfield Sun Current on J une 15, 2023. ALTE R N AT IV E R E C O MME N D ATIO N(S): The Council could deny the requested licenses, which would mean the current applicants would not be able to serve On-Sale W ine and 3.2 Percent Malt Liquor; however Public Safety has found no basis to deny the license. Schedule the hearing for another date; however, this will delay the licensing process. P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: Paul Backer, Toma Mojo Grill AGENDA SECTION:PUBLIC HEARINGS AGENDA ITEM #5. STAFF RE P ORT NO. 81 CIT Y COUNCIL ME E T ING 6/27/2023 RE P O RT P RE PA RE D B Y: C hris S wanson, Management A nalyst D E PA RTME NT D IRE C TO R RE V IE W: O THE R D E PA RTM E NT RE V IE W: Mary Tietjen, C ity A ttorney C ITY MA NA G E R RE V IE W: K atie Rodriguez, C ity Manager 6/22/2023 I T E M F O R C O UNC IL C O NS ID E RAT I O N: Approve the second reading and hold a public hearing for an ordinance approving renewal of cable television franchise with Comcast of Minnesota, Inc. E X E C UT IV E S UM M ARY: The Southwest Suburban Cable Commission ("Commission") consists of the cities of Eden Prairie, Edina, Hopkins, Minnetonka and Richfield, Minnesota ("Member Cities"). The Commission administers and enforces the cable franchises on behalf of its Member Cities. Effective August 1, 2012 each of the Member Cities granted a cable franchise to Comcast. The initial term of the franchise ran for ten (10) years and was extended by the Member Cities through J anuary 31, 2023. I n 2019 Comcast requested renewal of the franchise and the Cable Commission has since been engaged in informal renewal negotiations with Comcast to reach mutually acceptable terms for a renewal cable franchise. I n response to Comcast’s request for franchise renewal, the Cable Commission retained an outside consultant to conduct a needs assessment of the future cable-related needs and interests of the member cities for the next franchise term. The final Needs Assessment Report and draft renewal franchise were sent to Comcast for review on J uly 5, 2022. The Commission and Comcast have exchanged draft documents and held multiple negotiation sessions to discuss the terms and conditions of the document in an effort to reac h mutually acc eptable language for the next cable franchise. On May 24, 2023, the Cable Commission adopted Resolution 2023-1 recommending that the renewal cable franchise be adopted by each Member City. Final Results of the Franchise Negotiations: Existing Franchise Renewal Franchise “Gross Revenue” definition more clear definition 5% franchise fee Same % as Existing Franchise – federal law (maximum allowed) $.65/subscriber/month P E G Fee 1.5% of gross revenues 3 P E G Channels Same as Existing Franchise Option for 1 HD P E G channel All P E G channels will be provided in HD Complimentary cable service at certain public buildings Maintain status quo; however, F C C 621 Order adopted in 2019 allows Comcast to deduct “marginal costs” from franchise fees upon 120 days notice to Member City P E G Transport Maintain status quo and same comment as above regarding FC C 621 Order 10-year term 10-year term, effective date of adoption Performance bond $100,000 per Member City Same as Existing Franchise Security fund $10,000 per Member City, upon violation notice $25,000 security fund per Member City RE C O M M E ND E D AC T I O N: Conduct and close the public hearing and by motion: 1. Approve the attached ordinance approving renewal of cable television franchise with Comcast of Minnesota, Inc., 2. Approv e a resolution authorizing summary publication of said ordinance. B AS IS O F RE C O M M E ND AT I O N: A.H IS TOR IC AL C ON T E X T On or about J anuary 1, 1997, each of the Member Cities granted a Cable Television Franchise to K B L Cable systems of the Southwest, I nc. At that same time the Member Cities each adopted a Cable Television Regulatory Ordinance to be incorporated into the city code of each Member City. I n 2000, the Commission and Member Cities approved a transfer of the existing franchise to Time W arner, I nc. I n J une of 2005, Time Warner transferred the existing franchise to Comcast Communications. Comcast currently operates the cable systems in each of the Member Cities under authority granted in the existing franchise. The initial term of the existing franchise ran for fifteen years and was extended by the Member Cities to expire on J uly 31, 2012. Each member city adopted a cable franchise in 2012 which granted Comcast a 10-year franchise with an effective date of August 1, 2012. I n September of 2022, the city extended the existing franchise agreement with Comcast, set to expire on August 1, 2022, until J anuary 31, 2023, to finalize negotiations. I n response to Comcast’s request for franchise renewal, the Cable Commission retained an outside consultant to conduct a needs assessment of the future cable-related needs and interests of the member cities for the next franchise term. The Commission identified 8 main goals for the next franchise agreement. Cable Commission Goal: The Cable Commission’s primary goals during renewal negotiations were: 1. Ensure each city’s right-of-way code is incorporated into the renewal franchise. 2. Retain ability to regulate noncable services provided by Comcast – broadband. 3. Ensure all local P E G (public, educational and governmental) access channels are provided in HD (high-definition). 4. I ncrease the level of capital support for P E G access channels. 5. Maintain the 5% franchise fee as consideration for use of the city’s right-of-way. 6. Maintain strong customer service standards. 7. Renew for a 10-year term. 8. Adopt enforcement procedures and security to ensure compliance. B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): A public hearing is required for this franchise under City Charter, Section 10.05. A notice of the public hearing will be posted in the Sun Current on J une 15, 2023. C.C R IT IC AL T IMIN G IS S U E S: The cable television franchise renewal should be extended as soon as possible because the existing franchise extension expired J anuary 31, 2023. D.F IN AN C IAL IMPAC T: The 5% franchise fee will stay the same as this is the maximum allowed under federal law. I n 2022, Richfield collected $286,730.31 from the franchise fee. The number of cable subscribers has been steadily declining, resulting in declining franchise revenue, as residents have more options to access content online. However, staff anticipates the P E G Fee revenues to increase with the new franchise agreement as one key provision of the new franchise is an increase in the P E G fee to 1.5% of Comcast's gross revenues. Actual 2022 $.65/sub/mo P E G Fee: $32,435.72 (Current Contract) Estimated 1.5% annual P EG Fee: $86,018.94 (Proposed Contract) T he revenues help replace technology for the benefit of broadcast production and support public access, and eliminate the need to increase the City's costs E.L E GAL C ON S ID E R AT ION: T he franchise ordinance was negotiated and drafted by legal counsel for the Commission, Brian Grogan. Under the City Charter, the new ordinance will not be effective until 30 days after publication of the ordinance. The Commission has negotiated that the new rates will be applied retroactively to J anuary 1, 2023. The attached draft ordinance amendment was reviewed and finalized by the City Attorney. ALTE R N AT IV E R E C O MME N D ATIO N(S): All five member cities are considering the renewal cable franchise simultaneously. Any proposed revisions from one of the cities may require the Commission to seek agreement, not only from Comcast, but also from the other four member cities. T his is not to say further revisions are impossible, but to highlight the complex negotiation process undertaken to get to this final Franchise Agreement. The City Council could choose to not adopt the proposed ordinance amendment; however, its adoption has been recommended by the Commission. P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: Brian Grogan, Southwest Suburban Cable Commission Legal Counsel AT TAC H ME N T S: D escription Type P roposed Renewal with C omcast - S W S C C (C lean)Ordinance P roposed Renewal with C omcast - S W S C C (RE D L INE )C over Memo RE S OL UTIO N NO. 2023-1 recommending approval of the F ranchise agreement with C omcast B ackup Material C able F ranchise Renewal P resentation P resentation 2023 Transitory Ordinance S ummary- C omcast Ordinance 8516661v1 City of Richfield, Minnesota Ordinance Granting a Cable Television Franchise to Comcast of Minnesota, Inc. June 1, 2023 i 8516661v1 TABLE OF CONTENTS SECTION 1 DEFINITIONS ....................................................................................................... 1 SECTION 2 FRANCHISE ......................................................................................................... 7 SECTION 3 OPERATION IN STREETS AND RIGHTS-OF-WAY ..................................... 10 SECTION 4 REMOVAL OR ABANDONMENT OF SYSTEM ............................................ 14 SECTION 5 SYSTEM DESIGN AND CAPACITY ............................................................... 15 SECTION 6 PROGRAMMING AND SERVICES.................................................................. 17 SECTION 7 PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS .................... 20 SECTION 8 REGULATORY PROVISIONS .......................................................................... 26 SECTION 9 BOND .................................................................................................................. 27 SECTION 10 SECURITY FUND .............................................................................................. 27 SECTION 11 DEFAULT ........................................................................................................... 30 SECTION 12 FORECLOSURE AND RECEIVERSHIP .......................................................... 32 SECTION 13 REPORTING REQUIREMENTS ....................................................................... 33 SECTION 14 CUSTOMER SERVICE POLICIES.................................................................... 34 SECTION 15 SUBSCRIBER PRACTICES............................................................................... 40 SECTION 16 COMPENSATION AND FINANCIAL PROVISIONS ..................................... 41 SECTION 17 MISCELLANEOUS PROVISIONS .................................................................... 44 EXHIBIT A COMPLIMENTARY SERVICE LOCATIONS ................................................ A-1 EXHIBIT B EXISTING PEG TRANSFPORT LOCATIONS ................................................B-1 EXHBIT C FRANCHISE FEE PAYMENT WORKSHEET .................................................C-1 EXHIBIT D SUMMARY OF ORDINANCE FOR PUBLICATION ..................................... D-1 1 8516661v1 ORDINANCE NO. _______ AN ORDINANCE RENEWING THE GRANT OF A FRANCHISE TO COMCAST OF MINNESOTA, INC. TO OPERATE AND MAINTAIN A CABLE SYSTEM IN THE CITY OF RICHFIELD, MINNESOTA; SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF THE FRANCHISE; PROVIDING FOR CITY REGULATION AND ADMINISTRATION OF THE CABLE SYSTEM; AND TERMINATING ORDINANCE NO. 2012-10 RECITALS The City of Richfield, Minnesota (“City”) pursuant to applicable federal and state law, is authorized to grant one or more nonexclusive cable television franchises to construct, operate, maintain, and reconstruct cable television systems within the City limits. Comcast of Minnesota, Inc. (“Grantee”) has operated a Cable System in the City, under a cable television franchise granted pursuant to Ordinance No. 2012-10. Negotiations between Grantee and the City have been completed and the franchise renewal process followed in accordance with the guidelines established by the City Code, Minnesota Statutes Chapter 238, and the Cable Act (47 U.S.C. § 546). The Franchise granted to Grantee by the City is nonexclusive and complies with existing applicable Minnesota Statutes, federal laws and regulations. The City has exercised its authority under Minnesota law to enter into a Joint and Cooperative Agreement with other cities authorized to grant cable communications franchises and has delegated certain authority to the Southwest Suburban Cable Communications Commission to make recommendations to the City regarding this Franchise and to be responsible for the ongoing administration and enforcement of this Franchise as herein provided. The City has determined that it is in the best interest of the City and its residents to renew the cable television franchise with Grantee. NOW, THEREFORE, THE CITY OF RICHFIELD, MINNESOTA DOES ORDAIN that a franchise is hereby granted to Comcast of Minnesota, Inc., to operate and maintain a Cable System in the City upon the following terms and conditions: SECTION 1 DEFINITIONS For the purpose of this Franchise, the following terms, phrases, words, derivations, and their derivations shall have the meanings given herein. When not inconsistent with the context, words used in the present tense include the future tense, words in the plural number include the singular number and words in the singular number include the plural number. In the event the meaning of any word or phrase not defined herein is uncertain, the definitions contained in applicable local, state, or federal law shall apply. 2 8516661v1 1.1 “Access Channels” means any channel or portion of a channel utilized for public, educational, or governmental programming. 1.2 “Affiliate” or “Affiliated Entity” means any Person who owns or controls, is owned or controlled by, or is under common ownership or control with, Grantee and its successors. 1.3 “Applicable Laws” means any law, statute, charter, ordinance, rule, regulation, code, license, certificate, franchise, permit, writ, ruling, award, executive order, directive, requirement, injunction (whether temporary, preliminary, or permanent), judgment, decree or other order issued, executed, entered or deemed applicable by any governmental authority of competent jurisdiction. 1.4 “Basic Cable Service” means any service tier which includes the lawful retransmission of local television broadcast. 1.5 “Cable Act” means the Cable Communications Policy Act of 1984, 47 U.S.C. §§ 521 et seq., as amended by the Cable Television Consumer Protection and Competition Act of 1992, as further amended by the Telecommunications Act of 1996, as further amended from time to time. 1.6 “Cable Service” means (a) the one-way transmission to Subscribers of (i) Video Programming or (ii) Other Programming Service, and b) Subscriber interaction, if any, which is required for the selection or use of such Video Programming or Other Programming Service. 1.7 “Cable System” or “System” means a facility, consisting of a set of closed transmission paths and associated signal generation, reception and control equipment which is designed to provide Cable Service that includes Video Programming, and which is provided to multiple Subscribers within a community, but such term does not include: (a) a facility that serves only to retransmit the television signals of one (1) or more television broadcast stations; (b) a facility that serves Subscribers without using any Streets; (c) a facility of a common carrier which is subject, in whole or in part, to the provisions of 47 U.S.C. § 201 et seq., except that such facility shall be considered a Cable System (other than for purposes of 47 U.S.C. § 541(c)) to the extent such facility is used in the transmission of Video Programming directly to Subscribers, unless the extent of such use is solely to provide interactive on-demand services; (d) an open video system that complies with 47 U.S.C. § 573; or (e) any facilities of any electric utility used solely for operating its electric utility system. 3 8516661v1 Unless otherwise specified, it shall in this document refer to the Grantee’s Cable System constructed and operated in the City under this Franchise. 1.8 “Channel” means a portion of the electromagnetic frequency spectrum which is used in a Cable System, and which is capable of delivering a television channel as defined by the FCC by regulation. 1.9 “City” means the City of Richfield, a municipal corporation in the State of Minnesota. 1.10 “City Code” means the Municipal Code of the City of Richfield, Minnesota, as may be amended from time to time. 1.11 “Commission” means the Southwest Suburban Cable Communications Commission consisting of the cities of Eden Prairie, Edina, Hopkins, Minnetonka and Richfield, Minnesota. 1.12 “Connection” means the attachment of the Drop to the television set of the Subscriber. 1.13 “Converter” means an electronic device, including digital transport adapters, which converts signals to a frequency not susceptible to interference within the television receiver of a Subscriber, and by an appropriate Channel selector also permits a Subscriber to view Cable Service signals. 1.14 “Council” means the governing body of the City. 1.15 “Day” means a calendar day, unless otherwise specified. 1.16 “Drop” means the cable that connects the Subscriber terminal to the nearest feeder cable of the cable in the Street and any electronics on Subscriber property between the Street and Subscriber terminal. 1.17 “Effective Date” means February 1, 2023. 1.18 “FCC” means the Federal Communications Commission, or a designated representative. 1.19 “Franchise” means the right granted by this Ordinance and conditioned as set forth herein. 1.20 “Franchise Area” means the entire geographic area within the City as it is now constituted or may in the future be constituted. 1.21 “Franchise Fee” means the fee assessed by the City to Grantee, in consideration of Grantee’s right to operate the Cable System within the City’s Streets, determined in amount as a percentage of Grantee’s Gross Revenues and limited to the maximum percentage allowed for 4 8516661v1 such assessment by federal law. The term Franchise Fee does not include the exceptions noted in 47 U.S.C. §542(g)(2)(A-E). 1.22 “GAAP” means generally accepted accounting principles 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”). 1.23 “Gross Revenues” means, and shall be construed broadly to include, all revenues derived directly or indirectly by Grantee and/or an Affiliated Entity that is the cable operator of the Cable System, from the operation of Grantee’s Cable System to provide Cable Services within the City. Gross Revenues include, by way of illustration and not limitation: (a) 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, pay-per-view, pay-per-event, and video-on-demand Cable Services); (b) fees paid to Grantee for Channels designated for commercial/leased access use and shall be allocated on a pro rata basis using total Cable Service Subscribers within the City; (c) Converter, digital video recorder, remote control, and other Cable Service equipment rentals, leases, or sales; (d) installation, disconnection, reconnection, change-in service, “snow-bird” fees; (e) Advertising Revenues as defined herein; (f) late fees, convenience fees, and administrative fees; (g) other service fees such as HD fees, convenience fees, broadcast fees, regional sports fees, home tech support fees, bill payment fees for in-person or phone payments, additional outlet fees, and related charges relating to the provision of Cable Service; (h) revenues from program guides and electronic guides; (i) Franchise Fees; (j) FCC regulatory fees; (k) except as provided in subsection (ii) below, any fee, tax or other charge assessed against Grantee by municipality, which Grantee chooses to pass through and collect from its Subscribers; and 5 8516661v1 (l) commissions from home shopping channels and other Cable Service revenue sharing arrangements, which shall be allocated on a pro rata basis using total Cable Service Subscribers within the City. (i) “Advertising Revenues” shall mean revenues derived from sales of advertising that are made available to Grantee’s Cable System Subscribers 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, representative fees, Affiliated Entity fees, or rebates paid to National Cable Communications and Comcast Spotlight, or their successors associated with sales of advertising on the Cable System within the City allocated according to this paragraph using total Cable Service Subscribers reached by the advertising. (ii) “Gross Revenues” shall not include: 1. actual bad debt write-offs, except any portion which is subsequently collected, which shall be allocated on a pro rata basis using Cable Services revenue as a percentage of total Subscriber revenues within the City; and 2. unaffiliated third-party advertising sales agency fees which are reflected as a deduction from revenues. (m) Grantee shall allocate fees and revenues generated from bundled packages and services to cable revenues pro rata based on the current published rate card for the packaged services delivered on a stand-alone basis as follows: (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 GAAP methodology that allocates revenue, on a pro rata basis, when comparing the bundled service price and its components to the sum of the published rate card, except as required by specific Applicable Law (for example, it is expressly understood that equipment may be subject to inclusion in the bundled price at full rate card value). The City reserves its right to review and to challenge Grantee’s calculations. (ii) Grantee reserves the right to change the allocation methodologies set forth in this section in order to meet the standards required by governing accounting principles 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”). Grantee will explain and document the required changes to the City upon request or as part of any audit or review of Franchise Fee payments, and any such changes shall be subject to the next subsection below. 6 8516661v1 (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 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 foregoing, the City reserves its right to challenge Grantee’s calculation of Gross Revenues, including the interpretation of GAAP as promulgated and defined by the FASB, EITF and/or the SEC. 1.24 “Normal Business Hours” means those hours during which most similar businesses in City are open to serve customers. In all cases, “Normal Business Hours” must include some evening hours, at least one (1) night per week and/or some weekend hours. 1.25 “Normal Operating Conditions” means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System. 1.26 “Other Programming Service” is information that a cable operator makes available to all Subscribers generally. 1.27 “PEG” means public, educational and governmental. 1.28 “Person” means any natural person and all domestic and foreign corporations, closely held corporations, associations, syndicates, joint stock corporations, partnerships of every kind, clubs, businesses, common law trusts, societies and/or any other legal entity. 1.29 “Section 621 Order” means the Third Report and Order in MB Docket No. 05-311 adopted by the FCC on August 1, 2019, as modified by any court of competent jurisdiction or any subsequent order of the FCC. 1.30 “Street” means the area on, below, or above a public roadway, highway, street, cartway, bicycle lane, and public sidewalk in which the City has an interest, including other dedicated rights-of-way for travel purposes and utility easements. A Street does not include the airwaves above a public right-of-way with regard to cellular or other non-wire telecommunications or broadcast service. 1.31 “Subscriber” means a Person who lawfully receives Cable Service. 1.32 “Twin Cities Region” shall mean the cities in Minnesota wherein Grantee or Affiliate hold a franchise agreement to provide Cable Service. 1.33 “Video Programming” means programming provided by, or generally considered comparable to programming provided by, a television broadcast station. 7 8516661v1 1.34 “Wireline MVPD” means any entity, including the City, that utilizes the Streets to install cable or fiber and is engaged in the business of making available for purchase, by Subscribers, multiple Channels of Video Programming in the City, which could also include the City. For purposes of this Franchise, the term “Wireline MVPD” shall not be limited to entities defined by the FCC as “multichannel video programming distributors” and shall include entities that provide multiple Channels of Video Programming via open video systems, as defined by the FCC, but it is the intent of the Grantee and the City that the term Wireline MVPD shall not include small cell providers, unless the City has the legal authority under Applicable Law to regulate or to impose cable franchise obligations upon such small cell providers. SECTION 2 FRANCHISE 2.1 Grant of Franchise. The City hereby authorizes Grantee to occupy or use the City’s Streets subject to: ) the provisions of this non-exclusive Franchise to provide Cable Service within the City; and 2) all applicable provisions of the City Code. Unless this Franchise has expired pursuant to Section 2.8 herein or this Franchise is otherwise terminated pursuant to Section 11.2 herein, this Franchise shall constitute both a right and an obligation to provide Cable Services as required by the provisions of this Franchise. Nothing in this Franchise shall be construed to prohibit Grantee from: (1) providing services other than Cable Services to the extent not prohibited by Applicable Law; or (2) challenging any exercise of the City’s legislative or regulatory authority in an appropriate forum. The City hereby reserves all of its rights to regulate such other services to the extent not prohibited by Applicable Law and no provision herein shall be construed to limit or give up any right to regulate. 2.2 Reservation of Authority. The Grantee specifically agrees to comply with the lawful provisions of the City Code and applicable regulations of the City. Subject to the police power exception below, in the event of a conflict between (A) the lawful provisions of the City Code or applicable regulations of the City and (B) this Franchise, the express provisions of this Franchise shall govern. Subject to express federal and state preemption, the material terms and conditions contained in this Franchise may not be unilaterally altered by the City through subsequent amendments to the City Code, ordinances, or any regulation of City, except in the lawful exercise of City’s police power. Grantee acknowledges that the City may modify its regulatory policies by lawful exercise of the City’s police powers throughout the term of this Franchise. Grantee agrees to comply with such lawful modifications to the City Code; however, Grantee reserves all rights it may have to challenge such modifications to the City Code whether arising in contract or at law. The City reserves all of its rights and defenses to such challenges whether arising in contract or at law. Nothing in this Franchise shall (A) abrogate the right of the City to perform any public works or public improvements of any description, (B) be construed as a waiver of any codes or ordinances of general applicability promulgated by the City, or (C) be construed as a waiver or release of the rights of the City in and to the Streets. 2.3 Franchise Term. The term of this Franchise shall be ten (10) years from the Effective Date, unless renewed, amended, or extended by mutual written consent in accordance with Section 17.7 or terminated sooner in accordance with this Franchise. 8 8516661v1 2.4 Franchise Area. This Franchise is granted for the Franchise Area defined herein. Grantee shall extend its Cable System to provide Service to any residential unit in the City in accordance with Section 6.6 herein. This Franchise governs any Cable Services provided by Grantee to residential and commercial Subscribers to Grantee’s Cable System. 2.5 Franchise Nonexclusive. The Franchise granted herein shall be nonexclusive. The City specifically reserves the right to grant, at any time, such additional franchises for a Cable System as it deems appropriate provided, however, such additional grants shall not operate to materially modify, revoke, or terminate any rights previously granted to Grantee other than as described in Section 17.18. The grant of any additional franchise shall not of itself be deemed to constitute a modification, revocation, or termination of rights previously granted to Grantee. Any additional cable franchise grants shall comply with Minn. Stat. § 238.08 and any other applicable federal level playing field requirements. 2.6 Periodic Public Review of Franchise. Within sixty (60) Days of the third and sixth annual anniversary of the Effective Date of this Franchise, the City may conduct a public review of the Franchise. The purpose of any such review shall be to ensure, with the benefit of full opportunity for public comment, that the Grantee continues to effectively serve the public in the light of new developments in cable law and regulation, cable technology, cable company performance with the requirements of this Franchise, local regulatory environment, community needs and interests, and other such factors. Both the City and Grantee agree to make a full and good faith effort to participate in the review. So long as Grantee receives reasonable notice, Grantee shall participate in the review process and shall fully cooperate. The review shall not operate to modify or change any provision of this Franchise without mutual written consent in accordance with Section 17.7 of this Franchise. 2.7 Transfer of Ownership. (a) No sale, transfer, assignment or “fundamental corporate change”, as defined in Minn. Stat. § 238.083, of this Franchise shall take place until the parties to the sale, transfer, or fundamental corporate change files a written request with City for its approval, provided, however, that said approval shall not be required where Grantee grants a security interest in its Franchise and assets to secure an indebtedness. (b) City shall reply in writing and indicate approval of the request or its determination that a public hearing is necessary due to potential adverse effect on Grantee’s Subscribers resulting from the sale or transfer. (c) If a public hearing is deemed necessary pursuant to (b) above, such hearing shall be handled in accordance with local law or fourteen (14) Days prior to the hearing by publishing notice thereof once in a newspaper of general circulation in City. The notice shall contain the date, time and place of the hearing and shall briefly state the substance of the action to be considered by City. (d) After the closing of the public hearing, City shall approve or deny in writing the sale or transfer request. City shall set forth in writing with particularity its reason(s) for denying approval. City shall not unreasonably withhold its approval. 9 8516661v1 (e) The parties to the sale or transfer of the Franchise only, without the inclusion of the System in which substantial construction has commenced, shall establish that the sale or transfer of only the Franchise will be in the public interest. (f) Any sale or transfer of stock in Grantee so as to create a new controlling interest in the System shall be subject to the requirements of this Section 2.7. The term “controlling interest” as used herein is not limited to majority stock ownership but includes actual working control in whatever manner exercised. (g) In no event shall a transfer or assignment of ownership or control 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. (h) In accordance with Minn. Stat. § 238.084, Subd. 1(y), the City shall have the right to purchase the System in the event the Franchise or System is proposed to be transferred or sold on the same terms and conditions as the offer pursuant to which transfer notice was provided pursuant to this section. (i) City shall be deemed to have waived its rights under this paragraph (h) in the following circumstances: (i) If it does not indicate to Grantee in writing, within ninety (90) Days of notice of a proposed sale or assignment, its intention to exercise its right of purchase; or (ii) It approves the assignment or sale of the Franchise as provided within this section. 2.8 Expiration. Upon expiration of the Franchise, the City shall have the right at its own election and subject to Grantee’s rights under Section 626 of the Cable Act to: (a) extend the Franchise, though nothing in this provision shall be construed to require such extension; (b) renew the Franchise, in accordance with Applicable Laws; (c) invite additional franchise applications or proposals; (d) terminate the Franchise subject to any rights Grantee has under Section 626 of the Cable Act; or (e) take such other action as the City deems appropriate. 2.9 Right to Require Removal of Property. At the expiration of the term for which this Franchise is granted, provided no renewal is granted, or upon its forfeiture or revocation as provided for herein, the City shall have the right to require Grantee to remove at Grantee’s own expense all or any part of the Cable System from all Streets and public ways within the Franchise 10 8516661v1 Area within a reasonable time. If Grantee fails to do so, the City may perform the work and collect the cost thereof from Grantee. However, Grantee shall have no obligation under this Franchise to remove the Cable System where it utilizes the system to provide other non-Cable Services and has any other authority under Applicable Law to maintain facilities in the Streets, or where Grantee is able to find a purchaser of the Cable System who holds such authorization. 2.10 Continuity of Service Mandatory. It shall be the right of all Subscribers to receive Cable Service in accordance with the terms of this Franchise and Applicable Law. In the event that Grantee elects to overbuild, rebuild, modify, or transfer the Cable System in accordance with Section 2.7, or the City revokes or fails to renew the Franchise, Grantee shall make its best effort to ensure that all Subscribers receive continuous uninterrupted service, regardless of the circumstances, while the Franchise remains effective. In the event of expiration, purchase, lease-purchase, condemnation, acquisition, taking over or holding of plant and equipment, sale, lease, or other transfer to any other Person, including any other grantee of a cable franchise, the current Grantee shall cooperate fully to operate the Cable System in accordance with the terms and conditions of this Franchise for a temporary period sufficient in length to maintain continuity of Cable Service to all Subscribers. SECTION 3 OPERATION IN STREETS AND RIGHTS-OF-WAY 3.1 Use of Streets. (a) Grantee may, subject to the terms of this Franchise, erect, install, construct, repair, replace, reconstruct, and retain in, on, over, under, upon, across and along the Streets within the City such lines, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, attachments and other property and equipment as are necessary and appurtenant to the operation of a Cable System within the City. Without limiting the foregoing, Grantee expressly agrees that it will construct, operate, and maintain its Cable System in compliance with, and subject to, the requirements of the City Code, including by way of example and not limitation, those requirements governing the placement of Grantee’s Cable System; and with other applicable City Codes, and will obtain and maintain all permits and bonds required by the City Code in addition to those required in this Franchise. (b) All wires, conduits, cable and other property and facilities of Grantee shall be so located, constructed, installed, and maintained as not to endanger or unnecessarily interfere with the usual and customary trade, traffic, and travel upon, or other use of, the Streets of City. Grantee shall keep and maintain all of its property in good condition, order and repair so that the same shall not menace or endanger the life or property of any Person. (c) All wires, conduits, cables and other property and facilities of Grantee, shall be constructed and installed in an orderly and workmanlike manner in accordance with the City Code and Applicable Law. All wires, conduits and cables shall be installed, where possible, parallel with electric and telephone lines. Multiple cable configurations shall be arranged in parallel and bundled with due respect for engineering considerations. 11 8516661v1 (d) Nothing in this Franchise shall be construed to prevent the City from constructing, maintaining, repairing, or relocating sewers; grading, paving, maintaining, repairing, relocating and/or altering any Street; constructing, laying down, repairing, maintaining, or relocating any water mains; or constructing, maintaining, relocating, or repairing any sidewalk or other public work. 3.2 Construction or Alteration. Grantee shall in all cases comply with the City Code, City resolutions and City regulations regarding the acquisition of permits and/or such other items as may be reasonably required in order to construct, alter, or maintain the Cable System. Grantee shall, upon request, provide information to the City regarding its progress in completing or altering the Cable System. 3.3 Non-Interference. Grantee shall exert its best efforts to construct and maintain a Cable System so as not to interfere with other use of Streets. Grantee shall, where possible in the case of above ground lines, make use of existing poles and other facilities available to Grantee. When residents receiving underground service or who will be receiving underground service will be affected by proposed construction or alteration, Grantee shall provide such notice as set forth in the permit or in City Code of the same to such affected residents. 3.4 Consistency with Designated Use. Notwithstanding the above grant to use Streets, no Street shall be used by Grantee if the City, in its sole opinion, determines that such use is inconsistent with the terms, conditions or provisions by which such Street was created or dedicated, or presently used under Applicable Laws. 3.5 Undergrounding. (a) Grantee shall place underground all of its transmission lines which are located or are to be located above or within the Streets of the City in the following cases: (i) all other existing utilities are required to be placed underground by statute, resolution, policy or other Applicable Law; (ii) Grantee is unable to get pole clearance; (iii) underground easements are obtained from developers of new residential areas; or (iv) utilities are overhead but residents prefer underground (service provided at cost). (b) If an ordinance is passed which involves placing underground certain utilities including Grantee’s cable plant which is then located overhead, Grantee shall participate in such underground project and shall remove poles, cables and overhead wires if requested to do so and place facilities underground. Nothing herein shall mandate that City provide reimbursement to Grantee for the costs of such relocation and removal. However, if the City makes available funds for the cost of placing facilities underground, nothing herein shall preclude the Grantee from participating in such funding to the extent consistent with the City Code or Applicable Laws. 12 8516661v1 (c) Grantee shall use conduit or its functional equivalent to the greatest extent possible for undergrounding, except for Drops from pedestals to Subscribers’ homes and for cable on other private property where the owner requests that conduit not be used. Cable and conduit shall be utilized which meets the highest industry standards for electronic performance and resistance to interference or damage from environmental factors. Grantee shall use, in conjunction with other utility companies or providers, common trenches for underground construction wherever available. 3.6 Maintenance and Restoration. (a) Restoration. In case of disturbance of any Street, public way, paved area or public improvement, Grantee shall, at its own cost and expense and in accordance with the requirements of Applicable Law, restore such Street, public way, paved area or public improvement to substantially the same condition as existed before the work involving such disturbance took place. All requirements of this section pertaining to public property shall also apply to the restoration of private easements and other private property. Grantee shall perform all restoration work within a reasonable time and with due regard to seasonal working conditions. If Grantee fails, neglects, or refuses to make restorations as required under this section, then the City may do such work or cause it to be done, and the cost thereof to the City shall be paid by Grantee. If Grantee causes any damage to private property in the process of restoring facilities, Grantee shall repair such damage. (b) Maintenance. Grantee shall maintain all above ground improvements that it places on City Streets pursuant to the City Code and any permit issued by the City. In order to avoid interference with the City’s ability to maintain the Street, Grantee shall provide such clearance as is required by the City Code and any permit issued by the City. If Grantee fails to comply with this provision, and by its failure, property is damaged, Grantee shall be responsible for all damages caused thereby. (c) Disputes. In any dispute over the adequacy of restoration or maintenance relative to this section, final determination shall be the prerogative of the City, Department of Public Works and consistent with the City Code and any permit issued by the City. 3.7 Work on Private Property. Grantee, with the consent of property owners, shall have the authority, pursuant to the City Code, to trim trees upon and overhanging Streets, alleys, sidewalks, and public ways so as to prevent the branches of such trees from coming in contact with the wires and cables of Grantee, except that at the option of the City, such trimming may be done by it or under its supervision and direction at the reasonable expense of Grantee. 3.8 Relocation. (a) City Property. If, during the term of the Franchise, the City or any government entity elects or requires a third party to alter, repair, realign, abandon, improve, vacate, reroute or change the grade of any Street, public way or other public property; or to construct, maintain or repair any public improvement; or to replace, repair 13 8516661v1 install, maintain, or otherwise alter any cable, wire conduit, pipe, line, pole, wire-holding structure, structure, or other facility, including a facility used for the provision of utility or other services or transportation of drainage, sewage or other liquids, for any public purpose, Grantee shall, upon request, except as otherwise hereinafter provided, at its sole expense remove or relocate as necessary its poles, wires, cables, underground conduits, vaults, pedestals, manholes and any other facilities which it has installed. Nothing herein shall mandate that City provide reimbursement to Grantee for the costs of such relocation and removal. However, if the City makes available funds for the cost of placing facilities underground, nothing herein shall preclude the Grantee from participating in such funding to the extent consistent with the City Code or Applicable Laws. (b) Utilities and Other Franchisees. If, during the term of the Franchise, another entity which holds a franchise or any utility requests Grantee to remove or relocate such facilities to accommodate the construction, maintenance or repair of the requesting party’s facilities, or their more efficient use, or to “make ready” the requesting party’s facilities for use by others, or because Grantee is using a facility which the requesting party has a right or duty to remove, Grantee shall do so. The companies involved may decide among themselves who is to bear the cost of removal or relocation, pursuant to City Code, and provided that the City shall not be liable for such costs. (c) Notice to Remove or Relocate. Any Person requesting Grantee to remove or relocate its facilities shall give Grantee no less than forty-five (45) Days’ advance written notice advising Grantee of the date or dates that removal or relocation is to be undertaken, provided that no advance written notice shall be required in emergencies or in cases where public health and safety or property is endangered. (d) Failure by Grantee to Remove or Relocate. If Grantee fails, neglects or refuses to remove or relocate its facilities as directed by the City; or in emergencies or where public health and safety or property is endangered, the City may do such work or cause it to be done, and the cost thereof to the City shall be paid by Grantee. If Grantee fails, neglects, or refuses to remove or relocate its facilities as directed by another franchisee or utility, that franchisee or utility may do such work or cause it to be done, and if Grantee would have been liable for the cost of performing such work, the cost thereof to the party performing the work or having the work performed shall be paid by Grantee. (e) Procedure for Removal of Cable. Grantee shall not remove any underground cable or conduit which requires trenching or other opening of the Streets along the extension of cable to be removed, except as hereinafter provided. Grantee may remove any underground cable from the Streets which has been installed in such a manner that it can be removed without trenching or other opening of the Streets along the extension of cable to be removed. Subject to Applicable Law, Grantee shall remove, at its sole cost and expense, any underground cable or conduit by trenching or opening of the Streets along the extension thereof or otherwise which is ordered to be removed by the City based upon a determination, in the sole discretion of the City, that removal is required in order to eliminate or prevent a hazardous condition. Underground cable and 14 8516661v1 conduit in the Streets which is not removed shall be deemed abandoned and title thereto shall be vested in the City. (f) Movement of Buildings. Grantee shall, upon request by any Person holding a building moving permit, franchise or other approval issued by the City, temporarily remove, raise, or lower its wire to permit the movement of buildings. The expense of such removal, raising or lowering shall be paid by the Person requesting same, and Grantee shall be authorized to require such payment in advance. The City shall require all building movers to provide not less than fifteen (15) Days’ notice to the Grantee to arrange for such temporary wire changes. SECTION 4 REMOVAL OR ABANDONMENT OF SYSTEM 4.1 Removal of Cable System. In the event that: (l) the use of the Cable System is discontinued for any reason for a continuous period of twelve (12) months; or (2) the Cable System has been installed in a Street without complying with the requirements of this Franchise or the City Code, Grantee, at its expense shall, at the demand of the City remove promptly from the Streets all of the Cable System other than any which the City may permit to be abandoned in place. In the event of any such removal Grantee shall promptly restore to a condition as nearly as possible to its prior condition the Street or other public places in the City from which the System has been removed. However, Grantee shall have no obligation under this Franchise to remove the Cable System where it utilizes the system to provide other non-Cable Services and has any other authority under Applicable Law to maintain facilities in the Streets, or where Grantee is able to find a purchaser of the Cable System who holds such authorization. 4.2 Abandonment of Cable System. In the event of Grantee’s abandonment of the Cable System, City shall have the right to require Grantee to conform to the state right-of-way rules, Minn. Rules, Ch. 7819. The Cable System to be abandoned in place shall be abandoned in the manner prescribed by the City. Grantee may not abandon any portion of the System without having first given three (3) months written notice to the City. Grantee may not abandon any portion of the System without compensating the City for damages resulting from the abandonment. 4.3 Removal after Abandonment or Termination. 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 consistent with Minn. Rules, Ch. 7819, 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 Cable System for the City with all rights of ownership including, but not limited to, the right to operate the Cable System or transfer the Cable System to another for operation by it. 4.4 City Options for Failure to Remove Cable System. If Grantee has failed to complete such removal within the time given after written notice of the City’s demand for removal is given, the City shall have the right to exercise one of the following options: 15 8516661v1 (a) Declare all right, title and interest to the System for the City or its designee 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; or (b) Declare the System abandoned and cause the System, or such part thereof as the City shall designate, to be removed at no cost to the City. The cost of said removal shall be recoverable from the security fund, indemnity and penalty section provided for in this Franchise or from Grantee directly. (c) Upon termination of service to any Subscriber, Grantee shall promptly remove all its facilities and equipment from within the dwelling of a Subscriber who owns such dwelling upon his or her written request, except as provided by Applicable Law. Such Subscribers shall be responsible for any costs incurred by Grantee in removing the facilities and equipment. 4.5 System Construction and Equipment Standards. The Cable System shall be installed and maintained in accordance with standard good engineering practices and shall conform, when applicable, with the National Electrical Safety Code, the National Electrical Code and the FCC’s Rules and Regulations. 4.6 System Maps and Layout. In addition to any generally applicable mapping requirements included in the City Code and required of other utilities, Grantee shall maintain complete and accurate system maps and records of all of its wires, conduits, cables and other property and facilities located, constructed, and maintained in the City, which shall include trunks, distribution lines, and nodes. Such maps shall include up-to-date route maps showing the location of the Cable System adjacent to the Streets. Grantee shall make all maps and records available for review by the appropriate City personnel. SECTION 5 SYSTEM DESIGN AND CAPACITY 5.1 Availability of Signals and Equipment. (a) The Cable System utilizes a fiber to the fiber node architecture, with fiber optic cable deployed from Grantee’s headend to Grantee’s fiber nodes, tying into Grantee’s coaxial Cable System serving Subscribers. The System shall pass a minimum of 750 MHz (with a minimum passband of between 50 and 750 MHz) and shall be maintained to provide to Subscribers a minimum of at least two hundred (200) or more activated downstream Cable Service Channels. (b) The entire System shall be technically capable of transmitting industry- standard digital television signals in a manner and quality consistent with applicable FCC regulations. (c) Grantee agrees to maintain the Cable System in a manner consistent with, or in excess of the specifications in Section 5.1 (a) and (b) throughout the term of the Franchise with sufficient capability and technical quality to enable the implementation and performance of all requirements of this Franchise, including the exhibits hereto, and 16 8516661v1 in a manner which meets or exceeds FCC technical quality standards at 47 C.F.R. § 76 Subpart K, regardless of the particular format in which a signal is transmitted. 5.2 Equal and Uniform Service. To the extent required by Applicable Law, Grantee shall provide access to equal and uniform Cable Service throughout the City. 5.3 System Specifications. (a) System Maintenance. In all its construction and service provision activities, Grantee shall meet or exceed the construction, technical performance, extension, and service requirements set forth in this Franchise. (b) Emergency Alert Capability. At all times during the term of this Franchise, Grantee shall provide and maintain an Emergency Alert System (EAS) consistent with Applicable Laws including 47 C.F.R., Part 11, and any Minnesota State Emergency Alert System requirements. The City may identify authorized emergency officials for activating the EAS consistent with the Minnesota State Emergency Statewide Plan (“EAS Plan”). The City may also develop a local plan, containing methods of EAS message distribution, subject to Applicable Laws and the EAS Plan. Nothing in this section is intended to expand Grantee’s obligations beyond that which is required by the EAS Plan and Applicable Law. (c) Standby Power. Grantee shall provide standby power generating capacity at the Cable System control center and at all hubs. Grantee shall maintain standby power system supplies, rated at least at two (2) hours duration throughout the trunk and distribution networks. In addition, Grantee shall have in place throughout the Franchise term a plan, and all resources necessary for implementation of the plan, for dealing with outages of more than two (2) hours. (d) Technical Standards. The technical standards used in the operation of the Cable System shall comply, at minimum, with the technical standards promulgated by the FCC relating to Cable Systems pursuant to Title 47, Section 76, Subpart K of the Code of Federal Regulations, as may be amended or modified from time to time, which regulations are expressly incorporated herein by reference. The Cable System shall be installed and maintained in accordance with standard good engineering practices and shall conform with the National Electrical Safety Code and all other Applicable Laws governing the construction of the Cable System. (e) System Upgrades. The Cable System will be upgraded consistent with future System upgrades performed in Grantee’s other Twin Cities Region Cable Systems, when any other of Grantee’s Cable Systems in Hennepin County also receives a System upgrade, understanding that work on the Cable System is done based on Grantee’s construction schedules. 5.4 Performance Testing. Grantee shall perform all system tests at the intervals required by the FCC, and all other tests reasonably necessary to determine compliance with technical standards required by this Franchise. These tests shall include, at a minimum: 17 8516661v1 (a) Initial proof of performance for any construction; and (b) Tests in response to Subscriber complaints; and (c) Tests requested by the City to demonstrate franchise compliance; and (d) Written records of all system test results performed by or for Grantee shall be maintained and shall be available for City inspection upon request. 5.5 Special Testing. (a) Throughout the term of this Franchise, City shall have the right to inspect all construction or installation work performed pursuant to the provisions of the Franchise. In addition, City 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. 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. 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 Grantee’s qualified engineer. The City shall have a right to participate in such testing by having an engineer of City’s choosing, and at City’s expense, observe and monitor said testing. SECTION 6 PROGRAMMING AND SERVICES 6.1 Categories of Programming Service. Grantee shall provide Video Programming services in at least the following broad categories: Local Broadcast (subject to federal carriage requirements) Public Broadcast News and Information Sports General Entertainment Arts/Performance/Humanities Science/Technology Children/Family/Seniors Foreign Language/Ethnic Programming 18 8516661v1 PEG Programming (to the extent required by the Franchise) Movies Leased Access 6.2 Changes in Programming Services. As required by Applicable Law, Grantee shall provide at least thirty (30) Days’ prior written notice to Subscribers and to the City of Grantee’s request to effectively delete any broad category of programming or any Channel within its control, including all proposed changes in bandwidth or Channel allocation and any assignments including any new equipment requirements that may occur as a result of these changes. 6.3 Parental Control Device. Upon request by any Subscriber, Grantee shall make available for sale or lease a parental control or lockout device that will enable the Subscriber to block all access to any and all Channels without affecting those not blocked. Grantee shall inform Subscribers of the availability of the lockout device at the time of original subscription and annually thereafter. 6.4 FCC Reports. The results of any tests required to be filed by Grantee with the FCC shall also be copied to City within ten (10) Days of the conduct of the date of the tests. 6.5 Annexation. Unless otherwise provided by Applicable Law, including the City Code, upon the annexation of any additional land area by City, the annexed area shall thereafter be subject to all the terms of this Franchise upon sixty (60) Days written notification to Grantee of the annexation by City. Unless otherwise required by Applicable Laws, nothing herein shall require the Grantee to expand its Cable System to serve, or to offer Cable Service to any area annexed by the City if such area is then served by another Wireline MVPD franchised to provide multichannel video programming. 6.6 Line Extension. (a) Grantee shall construct and operate its Cable System so as to provide Cable Service within the Franchise Area where there exists a density equivalent of seven (7) dwelling units per one-quarter (1/4) mile of feeder cable as measured from the nearest active plant of the Cable System if the extension is to be constructed using aerial plant, and nine (9) dwelling units per one-quarter (1/4) mile of feeder cable as measured from the nearest active plant if the extension is to be constructed using underground plant. The City, for its part, shall endeavor to exercise reasonable efforts to require developers and utility companies to provide the Grantee with at least fifteen (15) Days advance notice of an available open trench for the placement of necessary cable. (b) Where the density is less than that specified above, Grantee shall inform Persons requesting Service of the possibility of paying for installation or a line extension and shall offer to provide them with a free written estimate of the cost, which shall be provided within fifteen (15) working days of such a request. Grantee may offer the Persons requesting Service the opportunity to “prepay” some or all of the necessary line extensions according to its regular business policies. Grantee shall at all times implement such line extension policy in a nondiscriminatory manner throughout the City. 19 8516661v1 (c) Any residential unit located within one hundred twenty-five (125) feet from the nearest point of access on the Street from which the Cable System is designed to serve the site shall be connected to the Cable System at no charge other than the standard installation charge. Grantee shall, upon request by any potential Subscriber residing in City beyond the one hundred twenty-five (125) foot limit, extend service to such Subscriber provided that the Subscriber shall pay the net additional Drop costs, unless the Grantee agrees to waive said costs. To the extent consistent with Applicable Laws, Grantee agrees that it shall impose installation costs for non-standard installations in a uniform and nondiscriminatory manner throughout the City. 6.7 Nonvoice Return Capability. Grantee is required to use cable and associated electronics having the technical capacity for nonvoice return communications 6.8 Free Cable Service to Public Buildings. (a) The parties acknowledge that as of the Effective Date of this Franchise, Grantee continues to provide, free of charge, basic Cable Service (including the PEG Channels) to certain schools, libraries and public institutions within the Franchise Area as set forth in Exhibit A (“Complimentary Services”). In the event Grantee elects, to the extent permitted by Applicable Law, to invoice the City for the marginal cost of the Complimentary Services, the Grantee agrees that it will do so only after providing City with one hundred twenty (120) Days’ prior written notice. (b) The City shall have right to discontinue receipt of all or a portion of the Complimentary Service provided by Grantee in the event Grantee elects to impose a charge to the City for the Complimentary Service as set forth in the preceding paragraph. Within ninety (90) days of receiving the aforementioned notice, the City will notify the Grantee whether, with respect to each identified Complimentary Service location, the Grantee is relieved, or temporarily relieved, of its obligations or is required to comply, subject either to the Grantee taking an offset to the Franchise Fee payments payable under Section 16.1 as may be permitted by the Section 621 Order or to the Grantee and the City agreeing to a separately negotiated charge payable by the City to the Grantee. (c) Additional Subscriber network Drops and/or outlets will be installed at designated institutions by Grantee at the cost of Grantee’s time and material, or such other price as may be required to comply with Applicable Law. Alternatively, said institution may add outlets at its own expense as long as such installation meets Grantee’s standards. Grantee will complete construction of the additional Drop and outlet within three (3) months from the date of City’s designation of additional institution(s) unless weather or other conditions beyond the control of Grantee requires more time. The City may substitute locations listed on Exhibit A attached hereto as long as the number of locations to receive Complimentary Service remains the same as Exhibit A. (d) The City or the building occupant shall have the right to extend Cable Service throughout the building to additional outlets without any fees imposed by Grantee for the provision of Complimentary Service to such additional outlets. If ancillary equipment, such as a Converter, is required to receive the signal at additional 20 8516661v1 outlets, Grantee will provide up to three (3) devices at no charge and will provide additional devices at Grantee’s lowest residential rate charged within the Twin Cities Region. (e) Notwithstanding anything to the contrary set forth in this section, Grantee shall not be required to provide Complimentary Service to such buildings unless it is technically feasible. Outlets and maintenance of said Complimentary Service shall be provided free of fees and charges. SECTION 7 PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS 7.1 Number of PEG Access Channels. (a) Grantee will make available three (3) PEG Access Channels in addition to Channels required by the State of Minnesota, such as Regional Channel 6, throughout the entire term of this Franchise and any extensions of the Franchise term. (b) Grantee shall provide the PEG Access Channels on the Basic Cable Service tier, or such other most subscribed tier of Cable Service (within the Franchise Area) as may be offered by Grantee. (c) For purposes of this Franchise, a high definition (“HD”) format or signal refers to a PEG signal delivered by Grantee to Subscribers in a resolution that is either: (i) the same as received by Grantee from City or the entity from which Grantee received the PEG signal, or (ii) the highest resolution used for the delivery of the primary signals of local broadcast stations, if lower than the level described in subparagraph (c)(i) above. 7.2 HD PEG Carriage Requirements. (a) No later than September 1, 2023, Grantee shall provide all three (3) PEG Access Channels in HD format and shall also simulcast all three (3) PEG Access Channels in standard definition (“SD”) until SD is no longer offered by Grantee. The parties agree that PEG funding may be used to support streaming of PEG programming, provided the City does not permit PEG funding to be used for operational expenses except as permitted by Applicable Law. (b) The City acknowledges that receipt of an HD format PEG Access Channel may require Subscribers to buy or lease special equipment or pay additional HD charges applicable to all HD services. (c) Grantee agrees that it shall be responsible for costs associated with the provision of encoders or other equipment necessary to receive HD/SD signals at the 21 8516661v1 Grantees’ headend, and to convert PEG HD signals to SD consistent with the historic practice between the parties related to the government PEG Access Channel. 7.3 Control of PEG Access Channels. The control and administration of the PEG Access Channels shall rest with the City and the City may delegate, from time to time over the term of this Franchise, such control and administration to various entities as determined in City’s sole discretion. 7.4 Transmission of PEG Access Channels. PEG Access Channels may be used for transmission of non-video signals in compliance with Applicable Laws. This may include downstream transmission of data using a protocol such as TCP/IP or current industry standards. Should Grantee develop the capability to provide bi-directional data transmission, spectrum capacity shall be sufficient to allow Subscribers to transmit data to PEG facilities. 7.5 PEG Access Channel Locations. (a) PEG Access Channels shall be carried on the Basic Cable Service tier to the extent required by Applicable Law and as set forth in Section 7.2 herein. Nothing herein precludes the Grantee from charging for equipment needed for Basic Cable Service. Grantee shall make every reasonable effort to coordinate the cablecasting of PEG access programming on the Cable System on the same Channel designations as such programming is currently cablecast within the City. In no event shall any Access Channel reallocations be made prior to ninety (90) Days written notice to the City by Grantee, except for circumstances beyond Grantee’s reasonable control. The Access Channels will be located within reasonable proximity to other commercial video or broadcast Channels, excluding pay-per-view programming offered by Grantee in the City. (b) Grantee agrees not to encrypt the Access Channels differently than other commercial Channels available on the Cable System. (c) In conjunction with any occurrence of any Access Channel(s) relocation, Grantee shall provide a minimum of One Thousand Five Hundred Dollars ($1,500) Thousand Five-Hundred Dollars ($1,500) of reimbursement for costs incurred by City to promote the new Channel locations. 7.6 Navigation to PEG Access Channels and Electronic Programming Guide. Grantee agrees that if it utilizes any navigation interfaces, the PEG Access Channels shall be treated in a non-discriminatory fashion consistent with Applicable Laws so that Subscribers will have ready access to Access Channels. Grantee will maintain the existing ability of the City to place PEG Access Channel programming information on the interactive Channel guide via the electronic programming guide (“EPG”) vendor (“EPG provider”) that Grantee utilizes to provide the guide service. PEG programming provided by the City shall appear on the EPG for each Channel carried in the City. Grantee will be responsible for providing the designations and instructions necessary for the PEG Access Channels to appear on the EPG. Each programming stream will not be individually listed for narrowcast Channels unless technically feasible. All costs and operational requirements of the EPG provider shall be the responsibility of the City. 22 8516661v1 City acknowledges that the EPG may not be technically possible for all PEG programming, and that Grantee is not responsible for operations of the EPG provider. 7.7 Ownership of PEG Access Channels. Grantee does not relinquish its ownership of or ultimate right of control over a Channel by designating it for PEG use. A PEG access user – whether an individual, educational, or governmental user – acquires no property or other interest by virtue of the use of a Channel position so designated. Grantee shall not exercise editorial control over any public, educational, or governmental use of a Channel position, except Grantee may refuse to transmit any public access program or portion of a public access program that contains obscenity, indecency, or nudity in violation of Applicable Law. 7.8 PEG Monitoring. Grantee shall provide the capability, without charge, to the City and to the City of Edina (location of the Commission’s master control facility), to monitor and verify the audio and visual quality of PEG Access Channels received by Subscribers as well as the existing connections and equipment at the City and the City of Edina. This will include equipment comparable to that deployed to residential cable Subscribers that will allow the City and the City of Edina to verify the accuracy of EPG listings for the PEG Access Channels consistent with what is currently provided. Grantee shall also maintain one (1) feed to the City and one (1) additional feed to the City of Edina to provide the ability to monitor Subscriber services and address Subscriber concerns which feed shall include all cable boxes and platforms (i.e., Xfinity X1). 7.9 Noncommercial Use of PEG. Permitted noncommercial uses of the Access Channels shall include by way of example and not limitation: (1) the identification of financial supporters similar to what is provided on public broadcasting stations; or (2) the solicitation of financial support for the provision of PEG programming by the City or third party users for charitable, educational or governmental purposes; or (3) programming offered by accredited, non-profit, educational institutions which may, for example, offer telecourses over a Access Channel. 7.10 PEG Transport. Grantee will maintain all existing fiber paths in place as of the Effective Date to facilitate PEG origination/return capacity in the City. Such fiber returns paths are listed in Exhibit B attached hereto and will be provided by Grantee without additional charge, with no recurring, monthly costs or offsets, except that Grantee may invoice the Commission for any maintenance costs consistent with Applicable Law and the Section 621 Order. Grantee shall not be responsible for fiber “replacement” but will handle any damage and all maintenance on the existing fiber. Grantee anticipates, but cannot guarantee, that that this will result in minimal fiber expenditures by the City over the Franchise term. 7.11 Interconnection. To the extent technically feasible, Grantee will allow necessary interconnection with any newly constructed City and school fiber for noncommercial programming to be promoted and administered by the City as allowed under Applicable Laws and at no additional cost to the City or schools. This may be accomplished through a patch panel or other similar facility and each party will be responsible for the fiber on their respective sides of the demarcation point. Grantee reserves its right to review on a case-by-case basis the technical feasibility of the proposed interconnection. Based on this review, Grantee may condition the interconnection on the reasonable reimbursement of Grantee’s incremental costs, 23 8516661v1 with no markup for profit, to recoup Grantee’s construction costs only. In no event will Grantee impose any type of recurring fee for said interconnection. 7.12 Ancillary Equipment. Any ancillary equipment operated by Grantee for the benefit of PEG Access Channels on Grantee’s fiber paths or Cable System, whether referred to switchers, routers, or other equipment, will be maintained by Grantee, free of charge and at no cost to the City, Commission or schools for the life of the Franchise. Grantee is responsible for any ancillary equipment on its side of the demarcation point and the City, Commission or school is responsible for all other production/playback equipment. 7.13 Future PEG Transport. At such time that the City determines: (a) that the City desires the capacity to allow Subscribers in the City to receive PEG programming (video or character generated) which may originate from schools, City facilities, other government facilities or other designated facilities (other than those indicated in Exhibit B); or (b) that the City desires to establish or change a location from which PEG programming is originated; or (c) that the City desires to upgrade the Connection to Grantee from an existing signal point of origination, the City will give Grantee written notice detailing the point of origination and the capability sought by the City. Grantee agrees to submit a cost estimate to implement the City’s plan within a reasonable period of time but not later than September 1st in the year proceeding the request for any costs exceeding Twenty-five Thousand and No/100 Dollars ($25,000). The cost estimate will be on a time and materials basis with no additional markup. After an agreement to reimburse Grantee for Grantee’s out of pocket time and material costs, Grantee will implement any necessary Cable System changes within a reasonable period of time. Nothing herein prevents the City, or a private contractor retained by the City, from constructing said return fiber. 7.14 PEG Access Channel Carriage. (a) Any and all costs associated with any modification of the PEG Access Channels or signals after the PEG Access Channels/signals leave the City’s designated playback facilities, or any designated playback center authorized by the City shall be borne entirely by Grantee. Grantee shall not cause any programming to override PEG programming on any PEG Access Channel, except by oral or written permission from the City, with the exception of emergency alert signals. (b) The City may request and Grantee shall provide an additional PEG Access Channel when the cumulative time on all the existing PEG Access Channels combined meets the following standard: whenever one of the PEG Access Channels in use during eighty percent (80%) of the weekdays, Monday through Friday, for eighty percent (80%) of the time during a consecutive three (3) hour period for six (6) weeks running, and there is a demand for use of an additional Channel for the same purpose, the Grantee has six (6) months in which to provide a new, PEG Access Channel for the same purpose; 24 8516661v1 provided that, the provision of the additional Channel or Channels does not require the Cable System to install Converters. (c) Only to the extent mandated by Applicable Law, the VHF spectrum shall be used for one (1) of the public, educational, or governmental specially designated PEG Access Channels. (d) The City or its designee shall be responsible for developing, implementing, interpreting, and enforcing rules for PEG Access Channel use. (e) The Grantee shall monitor the PEG Access Channels for technical quality to ensure that they meet FCC technical standards including those applicable to the carriage of PEG Access Channels, provided however, that the Grantee is not responsible for the production quality of PEG programming productions. The City, or its designee, shall be responsible for the production and quality of all PEG access programming. Grantee shall carry all components of the standard definition of PEG Access Channel including, but not limited to, closed captioning, stereo audio and other elements associated with the programming. 7.15 Access Channel Support. (a) No later than September 1, 2023, Grantee shall collect and remit to the City a minimum of one and one-half percent (1.5%) of Grantee’s Gross Revenues in support of PEG (“PEG Fee”) to be used by the City as permitted under Applicable Law. (b) The PEG Fee is not part of the Franchise Fee and instead falls within one (1) or more of the exceptions in 47 U.S.C. § 542, unless the PEG Fee may be categorized, itemized, and passed through to Subscribers as permissible, in accordance with 47 U.S.C. §542 or other Applicable Laws. (c) Grantee shall pay the PEG Fee to the City quarterly, on the same schedule as the payment of Franchise Fees as set forth in Section 16.1 of this Franchise. Grantee agrees that it will not offset or reduce its payment of past, present, or future Franchise Fees required as a result of its obligation to remit the PEG Fee. (d) Any PEG Fee amounts owing pursuant to this Franchise which remain unpaid more than twenty-five (25) Days after the date the payment is due shall be delinquent and shall thereafter accrue interest at twelve percent (12%) per annum or the prime lending rate published by the Wall Street Journal on the Day the payment was due plus two percent (2%), whichever is greater. 7.16 PEG Technical Quality and Support. (a) Grantee shall not be required to carry a PEG Access Channel in a higher quality format than that of the Channel signal delivered to Grantee, but Grantee shall not implement a change in the method of delivery of PEG Access Channels that results in a material degradation of signal quality or impairment of viewer reception of PEG Access Channels, provided that this requirement shall not prohibit Grantee from implementing 25 8516661v1 new technologies also utilized for commercial Channels carried on its Cable System. Grantee shall meet FCC signal quality standards when offering PEG Access Channels on its Cable System and shall continue to comply with closed captioning pass-through requirements. There shall be no significant deterioration in a PEG Access Channel signal from the point of origination upstream to the point of reception (hub or headend) or downstream to the Subscriber on the Cable System. (b) Within twenty-four (24) hours of a written request from City to the Grantee identifying a technical problem with a PEG Access Channel and requesting assistance, Grantee will provide technical assistance or diagnostic services to determine whether or not a problem with a PEG signal is the result of matters for which Grantee is responsible and if so, Grantee will take prompt corrective action. If the problem persists and there is a dispute about the cause, then the parties shall meet with engineering representation from Grantee and the City in order to determine the course of action to remedy the problem. 7.17 Access Channel Promotion. If a PEG Access Channel is relocated, Grantee shall notify the Commission, City and Subscribers of the relocation in a manner consistent with Grantee’s other normal Channel relocation notices. 7.18 Change in Technology. 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 to obtain new equipment in order to be compatible with such change for purposes of transport and delivery of the PEG Access Channels, Grantee shall, at its own expense and free of charge to City or its designated entities, purchase such equipment as may be necessary to facilitate the cablecasting of the PEG Access Channels in accordance with the requirements of the Franchise. 7.19 Relocation of Grantee’s Headend. In the event Grantee relocates its headend, Grantee will be responsible for replacing or restoring the existing dedicated fiber connections at Grantee’s cost so that all the functions and capacity remain available, operate reliably and satisfy all applicable technical standards and related obligations of the Franchise free of charge to the City or its designated entities. 7.20 Regional Channel Six. Grantee shall make available Regional Channel Six as long as it is required to do so by the State of Minnesota. 7.21 Government Access Channel Functionality. Grantee and City agree that City will continue to have the following capability on the government Access Channel: (a) City can insert live Council meetings from City Hall; (b) City can replay government access programming from City Hall; (c) City can transmit character generated programming; and (d) City can schedule to replay City-provided programming in pre-arranged time slots on the government PEG Access Channel. 26 8516661v1 7.22 Compliance with Minnesota Statutes Chapter 238. In addition to the requirements contained in this Section 7 of this Franchise, Grantee and City shall comply with the PEG requirements mandated by Minn. Stat. § 238.084. SECTION 8 REGULATORY PROVISIONS. 8.1 Intent. The City shall have the right to administer and regulate activities under the Franchise up to the full extent permitted by Applicable Law. 8.2 Delegation of Authority to Regulate. The City reserves the right to delegate its regulatory authority wholly or in part to agents of the City, including, but not limited to, an agency which may be formed to regulate several franchises in the region in a manner consistent with Applicable Laws. This may include but shall not be limited to the Commission or other entity as City may determine in its sole discretion. Any existing delegation in place at the time of the grant of this Franchise shall remain intact unless expressly modified by City. 8.3 Areas of Administrative Authority. (a) In addition to any other regulatory authority granted to the City by law or franchise, the City shall have administrative authority in the following areas: (i) Administering and enforcing the provisions of this Franchise, including the adoption of administrative rules and regulations to carry out this responsibility; and (ii) Coordinating the operation of PEG Access Channels; and (iii) Formulating and recommending long-range cable communications policy for the Franchise Area; and (iv) Disbursing and utilizing Franchise revenues paid to the City; and (v) Administering the regulation of rates, to the extent permitted by Applicable Law; and (vi) All other regulatory authority permitted under Applicable Law. (b) The City or its designee shall have continuing regulatory jurisdiction and supervision over the System and the Grantee’s operations under the Franchise to the extent allowed by Applicable Law. 8.4 Regulation of Rates and Charges. (a) Right to Regulate. The City reserves the right to regulate rates or charges for any Cable Service within the limits of Applicable Law, to enforce rate regulations prescribed by the FCC, and to establish procedures for said regulation or enforcement. 27 8516661v1 (b) Notice of Change in Rates and Charges. Throughout the term of this Franchise, Grantee shall give the City and all Subscribers within the City at least thirty (30) Days’ notice of any intended modifications or additions to Subscriber rates or charges. Nothing in this subsection shall be construed to prohibit the reduction or waiving of rates or charges in conjunction with promotional campaigns for the purpose of attracting Subscribers or users. (c) Rate Discrimination Prohibited. Within any category of Subscribers, Grantee shall not discriminate among Subscribers with regard to rates and charges made for any service based on considerations of race, color, creed, sex, marital or economic status, national origin, sexual preference, or (except as allowed by Applicable Law) neighborhood of residence, except as otherwise provided herein; and for purposes of setting rates and charges, no categorization of Subscribers shall be made by Grantee on the basis of those considerations. Nevertheless, Grantee shall be permitted to establish (1) discounted rates and charges for providing Cable Service to low-income, disabled, or low-income elderly Subscribers, (2) promotional rates, and (3) bulk rate and package discount pricing. SECTION 9 BOND. 9.1 Performance Bond. Upon the Effective Date of this Franchise and at all times thereafter Grantee shall maintain with City a bond in the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) in such form and with such sureties as shall be acceptable to City, conditioned upon the faithful performance by Grantee of this Franchise and the acceptance hereof given by City and upon the further condition that in the event Grantee shall fail to comply with any law, ordinance or regulation, there shall be recoverable jointly and severally from the principal and surety of the bond, any damages or losses suffered by City as a result, including the full amount of any compensation, indemnification or cost of removal of any property of Grantee, including a reasonable allowance for attorneys’ fees and costs (with interest at two percent (2%) in excess of the then prime rate), up to the full amount of the bond, and which bond shall further guarantee payment by Grantee of all claims and liens against City, or any public property, and taxes due to City, which arise by reason of the construction, operation, maintenance or use of the Cable System. 9.2 Rights. The rights reserved by City with respect to the bond are in addition to all other rights the City may have under this Franchise or any other law. 9.3 Reduction of Bond Amount. City may, in its sole discretion, reduce the amount of the bond. SECTION 10 SECURITY FUND 10.1 Security Fund. If there is an uncured breach by Grantee of a material provision of this Franchise or a pattern of repeated violations of any provision(s) of this Franchise, then Grantee shall, upon written request, establish and provide to the City, as security for the faithful 28 8516661v1 performance by Grantee of all of the provisions of this Franchise, a letter of credit from a financial institution satisfactory to the City in the amount of Twenty-five Thousand and No/100 Dollars ($25,000.00). In no event shall Grantee fail to post a Twenty-five Thousand and No/100 Dollar ($25,000.00) letter of credit within thirty (30) days receipt of a notice of franchise violation pursuant to this Section 10.1. Failure to post said letter of credit shall constitute a separate material violation of this Franchise unless the breach is cured within such thirty (30) Day period or longer period allowed under the Franchise. The letter of credit shall serve as a common security fund for the faithful performance by Grantee of all the provisions of this Franchise and compliance with all orders, permits and directions of the City and the payment by Grantee of any claim, liens, costs, expenses, and taxes due the City which arise by reason of the construction, operation or maintenance of the Cable System. Interest on this deposit shall be paid to Grantee by the bank on an annual basis. The security may be terminated by the Grantee upon the resolution of the alleged noncompliance. The obligation to establish the security fund required by this paragraph is unconditional. The fund must be established in those circumstances where Grantee disputes the allegation that it is not in compliance and maintained for the duration of the dispute. If Grantee fails to establish the security fund as required, the City may take whatever action is appropriate to require the establishment of that fund and may recover its costs, reasonable attorneys’ fees, and an additional penalty of Five Thousand and No/100 Dollars ($5,000) in that action. 10.2 Withdrawal of Funds. The security fund shall permit the City to withdraw funds upon demand (sight draft). Grantee shall not use the security fund for other purposes and shall not assign, pledge, or otherwise use this security fund as security for any purpose. 10.3 Restoration of Funds. Within ten (10) Days after notice to it that any amount has been withdrawn by the City from the security fund pursuant to Section 10.4 of this Franchise, Grantee shall deposit a sum of money sufficient to restore such security fund to the required amount. 10.4 Liquidated Damages. In addition to recovery of any monies owed by Grantee to City or damages to City 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 security fund the following liquidated damages: (a) For failure to provide data, documents, reports, or information or to cooperate with City during an application process or System review, the liquidated damage shall be Two Hundred Fifty and No/100 Dollars ($250.00) per Day for each Day, or part thereof, such failure occurs or continues. (b) For failure to comply with any of the provisions of this Franchise for which a penalty is not otherwise specifically provided pursuant to this Paragraph 10.4, the liquidated damage shall be Two Hundred Fifty and No/100 Dollars ($250.00) per Day for each Day, or part thereof, such failure occurs or continues. (c) Forty-five (45) Days following notice from City of a failure of Grantee to comply with construction, operation or maintenance standards, the liquidated damage 29 8516661v1 shall be Five Hundred and No/100 Dollars ($500.00) per Day for each Day, or part thereof, such failure occurs or continues. (d) For failure to provide the services Grantee has proposed, including but not limited to the implementation and the utilization of the Access Channels the liquidated damage shall be Two Hundred Fifty and No/100 Dollars ($250.00) per Day for each Day, or part thereof, such failure occurs or continues. 10.5 Each Violation a Separate Violation. Each violation of any provision of this Franchise shall be considered a separate violation for which separate liquidated damages can be imposed. 10.6 Maximum Draw Per Violation. Any liquidated damages for any given violation shall be imposed upon Grantee for a maximum of Twenty-five Thousand and No/100 Dollars ($25,000). If after that amount of draw from the security fund Grantee has not cured or commenced to cure the alleged breach to the satisfaction of the City, the City may pursue all other remedies. 10.7 Withdrawal of Funds to Pay Taxes. If Grantee fails to pay to the City any taxes due and unpaid; or fails to repay to the City, any damages, costs or expenses which the City shall be compelled to pay by reason of any act or default of the Grantee in connection with this Franchise; or fails, after thirty (30) Days’ notice of such failure by the City to comply with any provision of the Franchise which the City reasonably determines can be remedied by an expenditure of the security, the City may then withdraw such funds from the security fund. Payments are not Franchise Fees as defined in Section 16 of this Franchise. 10.8 Procedure for Draw on Security Fund. Whenever the City finds that Grantee has allegedly violated one (1) or more terms, conditions or provisions of this Franchise, a written notice shall be given to Grantee. The written notice shall describe in reasonable detail the alleged violation so as to afford Grantee an opportunity to remedy the violation. Grantee shall have thirty (30) Days subsequent to receipt of the notice in which to correct the violation before the City may require Grantee to make payment of damages, and further to enforce payment of damages through the security fund. Grantee may, within ten (10) Days of receipt of notice, notify the City that there is a dispute as to whether a violation or failure has, in fact, occurred. Such notice by Grantee shall specify with particularity the matters disputed by Grantee and shall stay the running of the above-described time. (a) City shall hear Grantee’s dispute at the next regularly scheduled or specially scheduled Council meeting. Grantee shall have the right to speak and introduce evidence. The City shall determine if Grantee has committed a violation and shall make written findings of fact relative to its determination. If a violation is found, Grantee may petition for reconsideration. (b) If after hearing the dispute, the claim is upheld by the City, then Grantee shall have thirty (30) Days within which to remedy the violation before the City may require payment of all liquidated damages due it. 30 8516661v1 10.9 Time for Correction of Violation. The time for Grantee to correct any alleged violation may be extended by the City if the necessary action to collect the alleged violation is of such a nature or character as to require more than thirty (30) Days within which to perform provided Grantee commences corrective action within fifteen (15) Days and thereafter uses reasonable diligence, as determined by the City, to correct the violation. 10.10 Grantee’s Right to Pay Prior to Security Fund Draw. Grantee shall have the opportunity to make prompt payment of any assessed liquidated damages and if Grantee fails to promptly remit payment to the City, the City may resort to a draw from the security fund in accordance with the terms of this Franchise. 10.11 Failure to so Replenish Security Fund. If any security fund is not so replaced, City may draw on said security fund for the whole amount thereof and hold the proceeds, without interest, and use the proceeds to pay costs incurred by City in performing and paying for any or all of the obligations, duties and responsibilities of Grantee under this Franchise that are not performed or paid for by Grantee pursuant hereto, including attorneys’ fees incurred by the City in so performing and paying. The failure to so replace any security fund may also, at the option of City, be deemed a default by Grantee under this Franchise. The drawing on the security fund 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. 10.12 Collection of Funds Not Exclusive Remedy. The collection by City of any damages or monies from the security fund shall not affect any other right or remedy available to City, nor shall any act, or failure to act, by City pursuant to the security fund, be deemed a waiver of any right of City pursuant to this Franchise or otherwise. Notwithstanding this section, however, should the City elect to impose liquidated damages, that remedy shall remain the City’s exclusive remedy up to Twenty-five Thousand and No/100 Dollars set forth in Section 10.6. SECTION 11 DEFAULT 11.1 Basis for Default. City shall give written notice of default to Grantee if City, in its sole discretion, determines that Grantee has: (a) Violated any material provision of this Franchise or the acceptance hereto or any rule, order, regulation or determination of the City, state or federal government, not in conflict with this Franchise; or (b) Attempted to evade any material provision of this Franchise or the acceptance hereof; or (c) Practiced any fraud or deceit upon City or Subscribers resulting in material harm; or (d) Made a material misrepresentation of fact in the application for or negotiation of this Franchise. 31 8516661v1 11.2 Default Procedure. If Grantee fails to cure such default within thirty (30) Days after the giving of such notice (or if such default is of such a character as to require more than thirty (30) Days within which to cure the same, and Grantee fails to commence to cure the same within said thirty (30) Day period and thereafter fails to use reasonable diligence, in City’s sole opinion, to cure such default as soon as possible), then, and in any event, such default shall be a substantial breach and City may elect to terminate the Franchise. The City may place the issue of revocation and termination of this Franchise before the governing body of City at a regular meeting. If City decides there is cause or reason to terminate, the following procedure shall be followed: (a) City shall provide Grantee with a written notice of the reason or cause for proposed termination and shall allow Grantee a minimum of thirty (30) Days subsequent to receipt of the notice in which to correct the default. (b) Grantee shall be provided with an opportunity to be heard at a public hearing prior to any decision to terminate this Franchise. (c) If, after notice is given and an opportunity to cure, at Grantee’s option, a public hearing is held, and the City determines there was a violation, breach, failure, refusal or neglect, the City may declare by resolution the Franchise revoked and of no further force and effect unless there is compliance within such period as the City may fix, such period may not be less than thirty (30) Days provided no opportunity for compliance need be granted for fraud or misrepresentation. 11.3 Mediation. If the Grantee and City are unable to resolve a dispute through informal negotiations during the period of thirty (30) Days following the submission of the claim giving rise to the dispute by one (1) party to the other, then unless that claim has been waived as provided in the Franchise, such claim may be subject to mediation if jointly agreed upon by both parties. Unless the Grantee and City mutually agree otherwise, such mediation shall be in accordance with the rules of the American Arbitration Association currently in effect at the time of the mediation. A party seeking mediation shall file a request for mediation with the other party to the Franchise and with the American Arbitration Association. The request may be made simultaneously with the filing of a complaint, but, in such event, mediation shall proceed in advance of legal proceedings only if the other party agrees to participate in mediation. Mutually agreed upon mediation shall stay other enforcement remedies of the parties for a period of ninety (90) Days from the date of filing, unless stayed for a longer period by agreement of the Grantee and City. The Grantee and City shall each pay one-half of the mediator’s fee and any filing fees. The mediation shall be held in the City unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. Nothing herein shall serve to modify or on any way delay the franchise enforcement process set forth in Section 10 of this Franchise. 11.4 Failure to Enforce. Grantee shall not be relieved of any of its obligations to comply promptly with any provision of the Franchise by reason of any failure of the City to enforce prompt compliance, and City’s failure to enforce shall not constitute a waiver of rights or acquiescence in Grantee’s conduct. 32 8516661v1 11.5 Compliance with the 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 (1) year after they become effective, unless otherwise stated, and shall conform to federal laws and regulations regarding cable as they become effective. (b) If any term, condition or provision of this Franchise or the application thereof to any Person or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder hereof and the application of such term, condition or provision to Persons or circumstances other than those as to whom it shall be held invalid or unenforceable shall not be affected thereby, and this Franchise and all the terms, provisions and conditions hereof shall, in all other respects, continue to be effective and complied with provided the loss of the invalid or unenforceable clause does not substantially alter the agreement between the parties. In the event such law, rule or regulation is subsequently repealed, rescinded, amended, or otherwise changed so that the provision which had been held invalid or modified is no longer in conflict with the law, rules, and regulations then in effect, said provision shall thereupon return to full force and effect and shall thereafter be binding on Grantee and City. SECTION 12 FORECLOSURE AND RECEIVERSHIP 12.1 Foreclosure. Upon the foreclosure or other judicial sale of the Cable System, Grantee shall notify the City of such fact and such notification shall be treated as a notification that a change in control of Grantee has taken place, and the provisions of this Franchise governing the consent to transfer or change in ownership shall apply without regard to how such transfer or change in ownership occurred. 12.2 Receivership. The City shall have the right to cancel this Franchise subject to any applicable provisions of state law, including the Bankruptcy Act, one hundred twenty (120) Days after the appointment of a receiver or trustee to take over and conduct the business of Grantee, whether in receivership, reorganization, bankruptcy, or other action or proceeding, unless such receivership or trusteeship shall have been vacated prior to the expiration of said one hundred twenty (120) Days, or unless: (a) Within one hundred twenty (120) Days after his election or appointment, such receiver or trustee shall have fully complied with all the provisions of this Franchise and remedied all defaults thereunder; and (b) Such receiver or trustee, within said one hundred twenty (120) Days, shall have executed an agreement, duly approved by the Court having jurisdiction in the 33 8516661v1 premises, whereby such receiver or trustee assumes and agrees to be bound by each and every provision of this Franchise. SECTION 13 REPORTING REQUIREMENTS 13.1 Quarterly Reports. Within forty-five (45) calendar days after the end of each calendar quarter, Grantee shall submit to the City along with its Franchise Fee payment a report showing the basis for computation of the Franchise Fee and PEG Fee payments, signed by an authorized representative of Grantee, in form and substance substantially equivalent to Exhibit C attached hereto. This report shall separately indicate Grantee’s Gross Revenues within the City including, but not limited to such items as listed in the definition of “Gross Revenues” at Section 1.23 of this Franchise. 13.2 Monitoring and Compliance Reports. Upon request, but no more than once a year, Grantee shall provide a written report of any and all FCC technical performance tests for the residential network required in FCC Rules and Regulations as now or hereinafter constituted. In addition, Grantee shall provide City with copies of reports of the semi-annual test and compliance procedures established by this Franchise no later than thirty (30) Days after the completion of each series of tests. 13.3 Other Reports. Upon request of the City and in no event later than thirty (30) Days from the date of receipt of such request, Grantee shall, free of charge, prepare and furnish to the City, at the times and in the form prescribed, such additional reports with respect to its operation, affairs, transactions, or property, as may be reasonably necessary to ensure compliance with the terms of this Franchise. Grantee and City may in good faith agree upon taking into consideration Grantee’s need for the continuing confidentiality as prescribed herein. Neither City nor Grantee shall unreasonably demand or withhold information requested pursuant with the terms of this Franchise. 13.4 Confidential and Trade Secret Information. Grantee acknowledges that information submitted by Grantee to the City may be subject to the Minnesota Government Data Practices Act (“MGDPA”) pursuant to Minn. Stat. Ch. 13. The City shall follow all Applicable Laws and procedures for protecting any confidential and trade secret information of Grantee that may be provided to City. Grantee acknowledges that the City shall at all times comply with the MGDPA related to the release of information and nothing herein shall be read to modify the City’s obligations under the MGDPA. 13.5 Communications with Regulatory Agencies. (a) Upon written request, Grantee shall submit to City copies of any pleading, applications, notifications, communications, and documents of any kind, submitted by Grantee or its Affiliates to any federal, state, or local courts, regulatory agencies and other government bodies if such documents directly relate to the operations of Grantee’s Cable System within the Franchise Area. Grantee shall submit such documents to City no later than thirty (30) Days after receipt of City’s request. Grantee shall not claim confidential, privileged, or proprietary rights to such documents unless under federal, 34 8516661v1 state, or local law such documents have been determined to be confidential by a court of competent jurisdiction, or a federal or state agency. With respect to all other reports, documents and notifications provided to any federal, state, or local regulatory agency as a routine matter in the due course of operating Grantee’s Cable System within the Franchise Area, Grantee shall make such documents available to City upon City’s written request. (b) In addition, Grantee and its Affiliates shall within ten (10) Days of any communication to or from any judicial or regulatory agency regarding any alleged or actual violation of this Franchise, City regulation or other requirement relating to the System, use its best efforts to provide the City a copy of the communication, whether specifically requested by the City to do so or not. SECTION 14 CUSTOMER SERVICE POLICIES 14.1 Response to Customers and Cooperation with City. Grantee shall promptly respond to all requests for service, repair, installation, and information from Subscribers. Grantee acknowledges the City’s interest in the prompt resolution of all cable complaints and shall work in close cooperation with the City to resolve complaints. Grantee will continue to maintain an “escalated complaint process” to address unresolved complaints from Subscribers. A team of specifically identified employees of Grantee shall be available to the City and the Commission via email and telephone for reporting issues. These specifically identified employees of Grantee will have the ability to take actions to resolve Subscriber complaints relating to billing, property or service restoration, technical appointments, or any other Subscriber matters when necessary. Grantee will follow-up with the City or the Commission in writing by email (and by phone when necessary) with a summary of the results of the complaint(s). 14.2 Definition of “Complaint.” For the purposes of Section 14.1 and 14.4 only, the word “complaint” shall mean any communication to the Commission or the City by a Subscriber, and thereafter reported to the Grantee, expressing dissatisfaction with any service, performance, or lack thereof, by Grantee under the obligations of this Franchise. 14.3 Customer Service Agreement and Written Information. Grantee shall provide to Subscribers a comprehensive service agreement and information in writing for use in establishing Subscriber service. Written information shall, at a minimum, contain the following information: (a) Services to be provided and rates for such services. (b) Billing procedures. (c) Service termination procedure. (d) Change in service notifications. (e) Liability specifications. 35 8516661v1 (f) Converter/Subscriber terminal equipment policy. (g) Breach of Franchise specification. (h) How complaints are handled including Grantee’s procedure for investigation and resolution of Subscriber complaints. (i) The name, address, and phone number of the Person identified by the City as responsible for handling cable questions and complaints for the City. This information shall be prominently displayed, and Grantee shall submit the information to the City for review and approval as to its content and placement on Subscriber billing statements. A copy of the written information shall be provided to each Subscriber at the time of initial connection and any subsequent reconnection. 14.4 Reporting Complaints. (a) The requirements of this Section 14.4 shall be subject to federal law regarding Subscriber privacy. Grantee shall maintain all Subscriber data available for City inspection. Subscriber data shall include the date, name, address, telephone number of Subscriber complaints as well as the subject of the complaint, date and type of action taken to resolve the complaint, any additional action taken by Grantee or the Subscriber. The data shall be maintained in a way that allows for simplified access of the data by the City. (b) Subject to federal law and upon reasonable request by the City, Grantee shall, within a reasonable amount of time, provide City with such Subscriber data for its review. 14.5 Customer Service Standards. (a) The City hereby adopts the customer service standards set forth in Part 76, §76.309 of the FCC’s rules and regulations, as amended. (b) Grantee shall, upon request, which request shall include the reason for the request (such as complaints received or other reasonable evidence of concern), provide City with information which shall describe in detail Grantee’s compliance with each and every term and provision of this Section 14.5. (c) Grantee shall comply in all respects with the customer service requirements established by the FCC and those set forth herein. To the extent that this Franchise imposes requirements greater than those established by the FCC, Grantee reserves whatever rights it may have to recover the costs associated with compliance in any manner consistent with Applicable Law. 14.6 Local Office. Grantee shall maintain a convenient local customer service and bill payment location for matters such as receiving Subscriber payments, handling billing questions, equipment replacement and customer service information. 36 8516661v1 14.7 Cable System office hours and telephone availability. Grantee shall comply with the standards and requirements for customer service set forth in Section 14.5 – 14.21 during the term of this Franchise. (a) Grantee will maintain a local, toll-free or collect call telephone access line which will be available to its Subscribers twenty-four (24) hours a Day, seven (7) Days a week. (i) Trained Grantee representatives will be available to respond to customer telephone inquiries during Normal Business Hours. (ii) After Normal Business Hours, the access line may be answered by a service or an automated response system, including an answering machine. Inquiries received after Normal Business Hours must be responded to by a trained Grantee representative on the next business Day. (b) Under Normal Operating Conditions, telephone answer time by a customer representative, including wait time, shall not exceed thirty (30) seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed thirty (30) seconds. These standards shall be met no less than ninety percent (90%) of the time under Normal Operating Conditions, measured on a quarterly basis. (c) Grantee shall not be required to acquire equipment or perform surveys to measure compliance with the telephone answering standards above unless an historical record of complaints indicates a clear failure to comply. (d) Under Normal Operating Conditions, the customer will receive a busy signal less than three percent (3%) of the time. (e) Customer service center and bill payment locations will be open at least during Normal Business Hours and will be conveniently located. (f) The Grantee shall utilize such equipment and software and keep such records as are necessary or required to enable the City and Commission to determine whether the Grantee is complying with all telephone answering standards required by applicable customer service regulations and laws, as amended from time to time. The Grantee shall provide the Commission with a quarterly report documenting Grantee’s compliance with this Section 14.7 as is the current practice 14.8 Installations, Outages and Service Calls. Under Normal Operating Conditions, each of the following standards will be met no less than ninety-five percent (95%) of the time measured on a quarterly basis: (a) Standard Installations will be performed within seven (7) business days after an order has been placed. “Standard” Installations are those that are located up to one hundred twenty-five (125) feet from the existing distribution system as more specifically set forth in Section 6.6(c). 37 8516661v1 (b) Excluding conditions beyond the control of Grantee, Grantee will begin working on “Service Interruptions” promptly and in no event later than twenty-four (24) hours after the interruption becomes known. Grantee must begin actions to correct other Service problems the next business Day after notification of the Service problem. (c) The “appointment window” alternatives for Installations, Service calls, and other Installation activities will be either a specific time or, at maximum, a four (4) hour time block during Normal Business Hours. (Grantee may schedule Service calls and other Installation activities outside of Normal Business Hours for the express convenience of the customer.) (d) Grantee may not cancel an appointment with a customer after the close of business on the business Day prior to the scheduled appointment. (e) If Grantee’s representative is running late for an appointment with a customer and will not be able to keep the appointment as scheduled, the customer will be contacted. The appointment will be rescheduled, as necessary, at a time which is convenient for the customer. 14.9 Communications between Grantee and Subscribers. (a) Refunds. Refund checks will be issued promptly, but no later than either: (i) The customer’s next billing cycle following resolution of the request or thirty (30) Days, whichever is earlier, or (ii) The return of the equipment supplied by Grantee if Cable Service is terminated. (b) Credits. Credits for Cable Service will be issued no later than the customer’s next billing cycle following the determination that a credit is warranted. 14.10 Billing: (a) Consistent with 47 C.F.R. § 76.1619, bills will be clear, concise and understandable. Bills must be fully itemized, with itemizations including, but not limited to, Basic Cable Service and premium Cable Service charges and equipment charges. Bills will also clearly delineate all activity during the billing period, including optional charges, rebates and credits. (b) In case of a billing dispute, Grantee must respond to a written complaint from a Subscriber within thirty (30) Days. 14.11 Subscriber Information. (a) Grantee will provide written information on each of the following areas at the time of Installation of Service, at least annually to all Subscribers, and at any time upon request: 38 8516661v1 (i) Products and Services offered; (ii) Prices and options for programming services and conditions of subscription to programming and other services; (iii) Installation and Service maintenance policies; (iv) Instructions on how to use the Cable Service; (v) Channel positions of programming carried on the System; and (vi) Billing and complaint procedures, including the address and telephone number of the City’s cable office. (b) Subscribers shall be advised of the procedures for resolution of complaints about the quality of the television signal delivered by Grantee, including the address of the responsible officer of the City. Subscribers will be notified of any changes in rates, programming services or Channel positions as soon as possible in writing. Notice must be given to Subscribers a minimum of thirty (30) Days in advance of such changes if the change is within the control of Grantee. In addition, Grantee shall notify Subscribers thirty (30) Days in advance of any significant changes in the information required by this Section 14.11. 14.12 Notice or Rate Programming Change. In addition to the requirement of this Section 14.12 regarding advance notification to Subscribers of any changes in rates, programming services or Channel positions, Grantee shall give thirty (30) Days written notice to both Subscribers and the City before implementing any rate or Service change. Such notice shall state the precise amount of any rate change and briefly explain in readily understandable fashion the cause of the rate change (e.g., inflation, change in external costs or the addition/deletion of Channels). When the change involves the addition or deletion of Channels, each Channel added or deleted must be separately identified. For purposes of the carriage of digital broadcast signals, Grantee need only identify for Subscribers, the television signal added and not whether that signal may be multiplexed during certain dayparts. 14.13 Subscriber Contracts. Grantee shall, upon written request, provide the City with any standard form residential 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 standard form Subscriber contract(s) shall be available for public inspection during Normal Business Hours. A list of Grantee’s current Subscriber rates and charges for Cable Service shall be maintained on file with City and shall be available for public inspection. 14.14 Refund Policy. If a Subscriber’s Cable Service is interrupted or discontinued, without cause, for twenty-four (24) or more consecutive hours, Grantee shall, upon request by the Subscriber, credit such Subscriber pro rata for such interruption. For this purpose, every month will be assumed to have thirty (30) Days. 39 8516661v1 14.15 Late Fees. Grantee shall comply with all Applicable Laws with respect to any assessment, charge, cost, fee or sum, however characterized, that Grantee imposes upon a Subscriber for late payment of a bill. The City reserves the right to enforce Grantee’s compliance with all Applicable Laws to the maximum extent legally permissible. 14.16 Disputes. All Subscribers and members of the general public may direct complaints, regarding Grantee’s Service or performance to the chief administrative officer of the City or the chief administrative officer’s designee, which may be a board or a commission of the City. 14.17 Subscriber Bills. Subscriber bills shall be designed in such a way as to present the information contained therein clearly and comprehensibly to Subscribers, and in a way that (A) is not misleading and (B) does not omit material information. Grantee may, in its sole discretion, consolidate costs on Subscriber bills as may otherwise be permitted by Section 622(c) of the Cable Act (47 U.S.C. §542(c)). 14.18 Failure to Resolve Complaints. Grantee shall resolve a complaint within thirty (30) Days in a manner deemed reasonable by the City under the terms of this Franchise. 14.19 Notification of Complaint Procedure. Grantee shall have printed clearly and prominently on each Subscriber bill and in the customer service agreement provided for in Section 14.3, the twenty-four (24) hour Grantee phone number for Subscriber complaints. Additionally, Grantee shall provide information to customers concerning the procedures to follow when they are unsatisfied with measures taken by Grantee to remedy their complaint. This information will include the phone number of the City office or Person designated to handle complaints. Additionally, Grantee shall state that complaints should be made to Grantee prior to contacting the City. 14.20 Subscriber Privacy. (a) To the extent required by Minn. Stat. §238.084 Subd. 1(s) Grantee shall comply with the following: (i) No signals including signals of a Class IV Channel may be transmitted from a Subscriber terminal for purposes of monitoring individual viewing patterns or practices without the express written permission of the Subscriber. The request for permission must be contained in a separate document with a prominent statement that the Subscriber is authorizing the permission in full knowledge of its provisions. 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 permission. The permission shall be revocable at any time by the Subscriber without penalty of any kind whatsoever. (ii) No information or data obtained by monitoring transmission of a signal from a Subscriber terminal, including but not limited to 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 40 8516661v1 Grantee or its agents for Grantee’s business use, and also to the Subscriber subject of that information, unless Grantee has received specific written permission from the Subscriber to make such data available. The request for permission must be contained in a separate document with a prominent statement that the Subscriber is authorizing the permission in full knowledge of its provisions. 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 permission. The permission shall be revocable at any time by the Subscriber without penalty of any kind whatsoever. (iii) 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 (ii) of this section. 14.21 Grantee Identification. Grantee shall provide all customer service technicians and all other Grantee employees entering private property with appropriate picture identification so that Grantee employees may be easily identified by the property owners and Subscribers. SECTION 15 SUBSCRIBER PRACTICES 15.1 Subscriber Rates. There shall be no charge for disconnection of any installation or outlet. If any Subscriber fails to pay a properly due monthly Subscriber fee, or any other properly due fee or charge, Grantee may disconnect the Subscriber’s service outlet, provided, however, that such disconnection shall not be affected until after the later of: (i) forty-five (45) Days after the original due date of said delinquent fee or charge; or (ii) ten (10) Days after delivery to Subscriber of written notice of the intent to disconnect. If a Subscriber pays before expiration of the later of (i) or (ii), Grantee shall not disconnect. After disconnection, upon payment in full of the delinquent fee or charge and the payment of a reconnection charge, Grantee shall promptly reinstate the Subscriber’s Cable Service. 15.2 Refunds to Subscribers shall be made or determined in the following manner: (a) If Grantee fails, upon request by a Subscriber, to provide any service then being offered, Grantee shall promptly refund all deposits or advance charges paid for the service in question by said Subscriber. This provision does not alter Grantee’s responsibility to Subscribers under any separate contractual agreement or relieve Grantee of any other liability. (b) If any Subscriber terminates any monthly service because of failure of Grantee to render the service in accordance with this Franchise, Grantee shall refund to such Subscriber the proportionate share of the charges paid by the Subscriber for the services not received. This provision does not relieve Grantee of liability established in other provisions of this Franchise. 41 8516661v1 (c) If any Subscriber terminates any monthly service prior to the end of a prepaid period, a proportionate amount of any prepaid Subscriber service fee, using the number of days as a basis, shall be refunded to the Subscriber by Grantee. SECTION 16 COMPENSATION AND FINANCIAL PROVISIONS. 16.1 Franchise Fees. (a) During the term of the Franchise, Grantee shall pay to the City a Franchise Fee of five percent (5%) of Gross Revenues. If any such law, regulation, or valid rule alters the five percent (5%) Franchise Fee ceiling enacted by the Cable Act, then the City shall have the authority to (but shall not be required to) increase the Franchise Fee, accordingly, provided such increase is for purposes not inconsistent with Applicable Law. (b) In the event Grantee bundles or combines Cable Services (which are subject to the Franchise Fee) with non-Cable Services (which are not subject to the Franchise Fee) so that Subscribers pay a single fee for more than one (1) class of service resulting in a discount on Cable Services, Grantee agrees that for the purpose of calculation of the Franchise Fee, it shall allocate to Cable Service revenue no less than a pro rata share of the revenue received for the bundled or combined services. The pro rata share shall be computed on the basis of the published charge for each service in the bundled or combined classes of services when purchased separately. (c) Franchise Fees shall be paid quarterly not later than forty-five (45) Days following the end of a given quarter. In accordance with Section 16 of this Franchise, Grantee shall file with the City a Franchise Fee payment worksheet, attached as Exhibit C, signed by an authorized representative of Grantee, which identifies Gross Revenues earned by Grantee during the period for which payment is made. No acceptance of any payment shall be construed as an accord that the amount paid is, in fact, the correct amount, nor shall such acceptance of payment be construed as a release of any claim which the City may have for further or additional sums payable under the provisions of this section. (d) Neither current nor previously paid Franchise Fees shall be subtracted from the Gross Revenue amount upon which Franchise Fees are calculated and due for any period, unless otherwise required by Applicable Law. (e) Any Franchise Fees owing pursuant to this Franchise which remain unpaid more than forty-five (45) Days after the dates specified herein shall be delinquent and shall thereafter accrue interest at twelve percent (12%) per annum or two percent (2%) above prime lending rate as quoted by the Wall Street Journal, whichever is greater. 16.2 Auditing and Financial Records. Throughout the term of this Franchise, the Grantee agrees that the City, upon reasonable prior written notice of twenty (20) Days to the Grantee, may review such of the Grantee’s books and records regarding the operation of the Cable System and the provision of Cable Service in the Franchise Area which are reasonably 42 8516661v1 necessary to monitor and enforce Grantee’s compliance with the provisions of this Franchise. Grantee shall provide such requested information as soon as possible and in no event more than thirty (30) Days unless Grantee explains that it is not feasible to meet this timeline and provides a written explanation for the delay and an estimated reasonable date for when such information will be provided. All such documents pertaining to financial matters that may be the subject of an inspection by the City shall be retained by the Grantee for a minimum period of six (6) years, pursuant to Minn. Stat. § 541.05. The Grantee shall not deny the City access to any of the Grantee’s records on the basis that the Grantee’s records are under the control of any parent corporation, Affiliated Entity or a third party. The City may request in writing copies of any such records or books that are reasonably necessary, and the Grantee shall provide such copies within thirty (30) Days of the receipt of such request. One (1) copy of all reports and records required under this or any other section shall be furnished to the City at the sole expense of the Grantee. If the requested books and records are too voluminous, or for security reasons cannot be copied or removed, then the Grantee may request, in writing within ten (10) Days of receipt of such request, that the City inspect them at the Grantee’s local offices or at one of Grantee’s offices more convenient to City or its duly authorized agent. If any books or records of the Grantee are not kept in such office and not made available in copies to the City upon written request as set forth above, and if the City determines that an examination of such records is necessary for the enforcement of this Franchise, then all reasonable travel expenses incurred in making such examination shall be paid by the Grantee. 16.3 Review of Record Keeping Methodology. Grantee agrees to meet with representative of the City upon request to review its methodology of record-keeping, financial reporting, computing Franchise Fee obligations, and other procedures the understanding of which the City deems necessary for understanding the meaning of reports and records. 16.4 Audit of Records. The City or its authorized agent may at any time and at the City’s own expense conduct an independent audit of the revenues of Grantee in order to verify the accuracy of Franchise Fees or PEG Fees paid to the City under this Franchise. Grantee and each parent company of Grantee shall cooperate fully in the conduct of such audit. In the event it is determined through such audit that Grantee has underpaid Franchise Fees in an amount of five percent (5%) or more than was due the City, then Grantee shall reimburse the City for the entire cost of the audit within thirty (30) days of the completion and acceptance of the audit by the City. 16.5 Records to be reviewed. The City agrees to request access to only those books and records, in exercising its rights under this section, which it deems reasonably necessary for the enforcement and administration of the Franchise. 16.6 Indemnification by Grantee. Grantee shall, at its sole expense, fully indemnify, defend and hold harmless the City, and in their capacity as such, the officers and employees thereof, from and against any and all claims, suits, actions, liability and judgments for damage or otherwise except those arising wholly from negligence on the part of the City or its employees; for actual or alleged injury to persons or property, including loss of use of property due to an occurrence, whether or not such property is physically damaged or destroyed, in any way arising out of or through or alleged to arise out of or through the acts or omissions of Grantee or its officers, agents, employees, or contractors or to which Grantee’s or its officers, agents, 43 8516661v1 employees or contractors acts or omissions in any way contribute, and whether or not such acts or omissions were authorized or contemplated by this Franchise or Applicable Law; arising out of or alleged to arise out of any claim for damages for Grantee’s invasion of the right of privacy, defamation of any Person, firm or corporation, or the violation of infringement of any copyright, trademark, trade name, service mark or patent, or of any other right of any Person, firm or corporation; arising out of or alleged to arise out of Grantee’s failure to comply with the provisions of any Applicable Law. Nothing herein shall be deemed to prevent the City, its officers, or its employees from participating in the defense of any litigation by their own counsel at such parties’ expense. Such participation shall not under any circumstances relieve Grantee from its duty of defense against liability or of paying any judgment entered against the City, its officers, or its employees. 16.7 Grantee Insurance. Upon the Effective Date, Grantee shall, at its sole expense take out and maintain during the term of this Franchise public liability insurance with a company licensed to do business in the State of Minnesota with a rating by A.M. Best & Co. of not less than “A-” that shall protect the Grantee, City and its officials, officers, directors, employees and agents from claims which may arise from operations under this Franchise, whether such operations be by the Grantee, its officials, officers, directors, employees and agents or any subcontractors of Grantee. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from Grantee’s vehicles, products, and operations. The amount of insurance for single limit coverage applying to bodily and personal injury and property damage shall not be less than Three Million and No/100 Dollars ($3,000,000.00). The liability policy shall include: (a) The policy shall provide coverage on an “occurrence” basis. (b) The policy shall cover personal injury as well as bodily injury. (c) The policy shall cover blanket contractual liability subject to the standard universal exclusions of contractual liability included in the carrier’s standard endorsement as to bodily injuries, personal injuries and property damage. (d) Broad form property damage liability shall be afforded. (e) City shall be named as an additional insured on the policy. (f) An endorsement shall be provided which states that the coverage is primary insurance with respect to claims arising from Grantee’s operations under this Franchise and that no other insurance maintained by the City will be called upon to contribute to a loss under this coverage. (g) Standard form of cross-liability shall be afforded. (h) An endorsement stating that the policy shall not be canceled without thirty (30) Days’ notice of such cancellation given to City (i) City reserves the right to adjust the insurance limit coverage requirements of this Franchise no more than once every three (3) years. Any such adjustment by City 44 8516661v1 will be no greater than the increase in the State of Minnesota Consumer Price Index (all consumers) for such three (3) year period. (j) Upon the Effective Date, Grantee shall submit to City a certificate documenting the required insurance, as well as any necessary properly executed endorsements. The certificate and documents evidencing insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Grantee has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such endorsements or certificates or other evidence of insurance, or to advise Grantee of any deficiencies in such documents and receipt thereof shall not relieve Grantee from, nor be deemed a waiver of, City’s right to enforce the terms of Grantee’s obligations hereunder. City reserves the right to examine any policy provided for under this paragraph or to require further documentation reasonably necessary to form an opinion regarding the adequacy of Grantee’s insurance coverage. SECTION 17 MISCELLANEOUS PROVISIONS. 17.1 Posting and Publication. The Summary of Ordinance for Publication (“Summary”) attached hereto as Exhibit D shall be published at least once in the official newspaper of the City. Grantee shall assume the cost of posting and publication of the Summary as such posting and publication is required by law and such is payable upon Grantee’s filing of acceptance of this Franchise. 17.2 Guarantee of Performance. Grantee agrees that it enters into this Franchise voluntarily in order to secure and in consideration of the grant from the City of a ten (10) year Franchise. Performance pursuant to the terms and conditions of this Franchise is guaranteed by Grantee. 17.3 Entire Agreement. This Franchise contains the entire agreement between the parties, supersedes all prior agreements or proposals except as specifically set forth herein, and cannot be changed orally but only by an instrument in writing executed by the parties. 17.4 Consent. Wherever the consent or approval of either Grantee or the City is specifically required in this agreement, such consent or approval shall not be unreasonably withheld. 17.5 Prior Franchise Terminated. The cable television franchise as originally granted by Ordinance No. 2012-10 is hereby terminated. 17.6 Franchise Acceptance. No later than forty-five (45) Days following City Council approval of this Franchise, Grantee shall accept and return to the City an executed Franchise along with performance bonds, security funds, and evidence of insurance, all as provided in this Franchise. In the event Grantee fails to accept this Franchise, or fails to provide the required documents, this Franchise shall be null and void. The Grantee agrees that despite the fact that its written acceptance may occur after the Effective Date, the obligations of this Franchise shall become effective on February 1, 2023. 45 8516661v1 17.7 Amendment of Franchise. 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 2.6 or at any other time if City and Grantee agree that such an amendment will be in the public interest or if such an amendment is required due to changes in Applicable Laws; provided, however, nothing herein shall restrict City’s exercise of its police powers. 17.8 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 the Grantee or the City’s administrator of this Franchise during Normal Business Hours 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: To the City: City Manager, City of Richfield 6700 Portland Avenue Richfield, MN 55423 To the Grantee: Comcast Regional Vice President of Operations 10 River Park Place St. Paul, MN 55107 Such addresses may be changed by either party upon notice to the other party given as provided in this section. Recognizing the widespread usage and acceptance of electronic forms of communication, emails and faxes will be acceptable as formal notification related to the conduct of general business amongst the parties to this contract, including but not limited to programming and price adjustment communications. Such communication should be addressed and directed to the Person of record as specified above. 17.9 Force Majeure. In the event that either party is prevented or delayed in the performance of any of its obligations, under this Franchise by reason of acts of God, floods, fire, hurricanes, tornadoes, earthquakes, or other unavoidable casualties, insurrection, war, riot, vandalism, strikes, delays in receiving permits where it is not the fault of Grantee, public easements, sabotage, acts or omissions of the other party, or any other similar event beyond the reasonable control of that party, it shall have a reasonable time under the circumstances to perform such obligation under this Franchise, or to procure a substitute for such obligation to the reasonable satisfaction of the other party. 17.10 Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations and conditions as if the work were performed by Grantee. Grantee shall be responsible for all work performed by its contractors and subcontractors, and others performing work on its behalf as if the work were performed by it and shall ensure that all such work is performed in compliance with this Franchise, the City Code and other Applicable Law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is Grantee’s responsibility to ensure that contractors, subcontractors or other Persons performing work on Grantee’s behalf are familiar with the 46 8516661v1 requirements of this Franchise, the City Code and other Applicable Laws governing the work performed by them. 17.11 Governing Law. This Franchise is made pursuant to Minnesota Statutes Chapter 238 and the City Code and is intended to comply with all requirements set forth therein. This Franchise shall be deemed to be executed in the State of Minnesota, and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the laws of the State of Minnesota, as applicable to contracts entered into and performed entirely within the state. 17.12 Nonenforcement by City. Grantee shall not be relieved of its obligation to comply with any of the provisions of this Franchise by reason of any failure of the City or to enforce prompt compliance. 17.13 Captions. The paragraph captions and headings in this Franchise are for convenience and reference purposes only and shall not affect in any way the meaning of interpretation of this Franchise. 17.14 Calculation of Time. Where the performance or doing of any act, duty, matter, payment or thing is required hereunder and the period of time or duration for the performance is prescribed and fixed herein, the time shall be computed so as to exclude the first and include the last Day of the prescribed or fixed period or duration of time. When the last Day of the period falls on Saturday, Sunday, or a legal holiday, that Day shall be omitted from the computation and the next business Day shall be the last Day of the period. 17.15 No Waiver. All rights and remedies given to the City by this Franchise or retained by the 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 the 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 the 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. 17.16 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 the City has the power to make the terms and conditions contained in this Franchise. 17.17 Survival of Terms. Upon the termination or forfeiture of the Franchise, Grantee shall no longer have the right to occupy the Streets for the purpose of providing Cable Service. However, Grantee’s obligations to the City (other than the obligation to provide service to Subscribers) shall survive according to their terms. 47 8516661v1 17.18 Competitive Equity (a) The City reserves the right to grant additional franchises or similar authorizations to provide Cable Services or Video Programming services via Cable Systems or other Wireline MVPDs. The City intends to treat Wireline MVPDs in a nondiscriminatory manner to the extent permissible under Applicable Law. If, following the Effective Date of this Franchise, the City grants such an additional franchise or authorization to a Wireline MVPD and Grantee believes the City has done so on terms materially more favorable than the obligations under this Franchise, then the provisions of this Section 17.18 will apply. (b) As part of this Franchise, the City and Grantee have mutually agreed upon the following terms as a condition of granting the Franchise, which terms may place the Grantee at a significant competitive disadvantage if not required of a Wireline MVPD: the obligation to pay to the City a Franchise Fee, Gross Revenues as provided for and defined in this Franchise, and the obligation to comply with the requirements in this Franchise regarding PEG funding, PEG Channels, security instruments, audits, remedies, and customer service obligations (hereinafter "Material Obligations"). The City and Grantee further agree that this provision shall not require a word for word identical franchise or authorization for competitive equity so long as the regulatory and financial burdens on each entity are materially equivalent. (c) Within one (1) year of the adoption of a Wireline MVPD franchise or similar authorization, Grantee must notify the City in writing of the Material Obligations in this Franchise that Grantee believes exceed the Material Obligations of the wireline competitor's franchise or similar authorization. The City and Grantee agree that they will use best efforts in good faith to negotiate Grantee's proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) Day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City shall amend this Franchise to include the modifications. If the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City grants to another Wireline MVPD (with the understanding that Grantee may use its current system design and technology infrastructure to meet any requirements of the new franchise), so as to ensure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects and following the ninety (90) Day negotiation time period set forth in this paragraph 17.18 (c), the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Wireline MVPD. Notwithstanding anything contained in this section to the contrary, the City shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services or similar downstream Video programming service available for purchase by Subscribers or customers under its franchise agreement with or similar authorization from the City. (d) In the event the City disputes that the Material Obligations are different, Grantee may bring an action in federal or state court for a determination as to whether the 48 8516661v1 Material Obligations are different and as to what franchise amendments would be necessary to remedy the disparity. Alternatively, Grantee may notify the City that it elects to immediately commence the renewal process under 47 U.S.C. § 546 and to have the remaining term of this Franchise shortened to not more than thirty (30) months. (e) Nothing in this Section 17.18 is intended to alter the rights or obligations of either party under Applicable Law, and it shall only apply to the extent permitted under Applicable Law and FCC orders. In no event will the City be required to refund or to offset against future amounts due the value of benefits already received. (f) To the extent the City has legal authority to mandate a Cable Service franchise or similar authorization to a wireless provider of Cable Service, the competitive equity rights provided by this section shall apply with respect to Material Obligations imposed in such franchise or other similar agreement. In the event of a dispute regarding the City's legal authority, Grantee shall have the burden to demonstrate that such authority exists or does not exist. 17.19 FCC Preemption. (a) At any time after this Franchise is approved by the City Council, the Grantee may, if Grantee is legally permitted by Applicable Law, provide the City with a written list of “in-kind cable-related contributions” (as that term is defined by the FCC in the Section 621 Order) that the Franchise requires Grantee to provide (including but not limited to the Complimentary Service requirements in Section 6.8) and the incremental cost(s) associated with the provision of the in-kind cable-related contributions. Within one hundred and twenty (120) days of receiving the aforementioned list, the City will notify the Grantee whether, with respect to each identified in-kind cable-related contribution, the Grantee is relieved, or temporarily relieved, of its obligations or is required to comply, subject either to the Grantee taking an offset to the Franchise Fee payments payable under Section 16.1 as may be permitted by the Section 621 Order or to the Grantee and the City agreeing to a separately negotiated charge payable by the City to the Grantee. (b) In the event the Section 621 Order is stayed or overturned in whole or in part by action of the FCC, the City and the Grantee will meet promptly to discuss what impact such action has on the provision of the in-kind cable-related contributions to which this section applies. It is the intent of the parties that the City shall be treated by the Grantee in a reasonably comparable manner as other jurisdictions within the Twin Cities Region with respect to any offsets or charges imposed by Grantee for the provision of Complimentary Service. Nothing herein waives the City’s right to enforce Grantee’s compliance with all lawful obligations contained in this Franchise. 17.20 Treatment of Negotiated Provisions. For the term of this Franchise any costs incurred by Grantee pursuant to Sections 7.2(c), 7.5(c), 7.8, 7.10, 7.11, 7.12, 7.13, 7.16(b), 7.17, 7.18, 7.19, 13.1, 13.2, and 13.3, shall be treated by Grantee as Grantee’s business expense and not a Franchise Fee under Sections 1.23 and 16.1 of this Franchise or as a PEG Fee under Section 7.15 of this Franchise. Grantee reserves any rights it may have to recover 49 8516661v1 from Subscribers, as a separate line item from the PEG Fee in Section 7.15 of this Franchise, any PEG capital costs set forth in Section 7.2(a) and (c), 7.8, 7.10, 7.11, 7.12, 7.14 and 7.16 as may be permitted by Applicable Law as of the Effective Date. Passed and adopted this day of 2023. ATTEST CITY OF RICHFIELD, MINNESOTA By: By: Its: City Clerk Its: Mayor 50 8516661v1 ACCEPTED: This Franchise is accepted, and Comcast of Minnesota, Inc. agrees to be bound by its terms and conditions. COMCAST OF MINNESOTA, INC. By: Its: A-1 8516661v1 EXHIBIT A COMPLIMENTARY SERVICE LOCATIONS BUILDING ADDRESS CITY 1. Admin Serv Dept, Richfield 6700 Portland Ave Apt Asd Richfield 2. Richfield Comm Center 7000 Nicollet Ave Richfield 3. Centennial Elem School 7315 Bloomington Ave Richfield 4. Sheridan Elementary 6400 Sheridan Ave S Richfield 5. Fire Station 2, Richfield 6401 Penn Ave S Richfield 6. Fire Station, Richfield 6700 Portland Ave Apt 1 Richfield 7. Richfield High School 7001 Harriet Ave S Richfield 8. Richfield Ice Arena 636 E 66th St Richfield 9. Richfield Middle School 7461 Oliver Ave S Richfield 10. Augsburg Library 7100 Nicollet Ave Richfield 11. Mt Calvary Lutheran School 6541 16th Ave S Richfield 12. Richfield City Hall 6700 Portland Ave Apt Hall Richfield 13. Richfield Pub Safety 6700 Portland Ave Apt Eoc Richfield 14. Richfield School Garage 300 W 72nd St Richfield 15. Holy Angels School 6600 Nicollet Ave Richfield 16. Richfield Dual Language School 7001 Elliot Ave S Richfield 17. Central Education Center 7145 Harriet Ave Richfield 18. Richfield Stem 7020 12th Ave S Richfield 19. Maintenance Facility 1901 E 66th St Richfield * For as long as the building remains publicly owned and operated. If the building is leased or operated by a commercial tenant, Grantee’s voluntary courtesy service offer will expire. B-1 8516661v1 EXHIBIT B EXISTING PEG TRANSPORT LOCATIONS BUILDING STREET ADDRESS Richfield City Hall 6700 Portland Avenue C-1 8516661v1 EXHIBIT C FRANCHISE FEE PAYMENT WORKSHEET PEG Fee 1.5% Nothing in this Franchise Fee Payment Worksheet shall serve to modify the definition of “Gross Revenues” set forth in this Franchise. D-1 8516661v1 EXHIBIT D SUMMARY OF ORDINANCE FOR PUBLICATION AN ORDINANCE GRANTING A FRANCHISE TO COMCAST OF MINNESOTA, INC. TO CONSTRUCT, OPERATE AND MAINTAIN A CABLE SYSTEM IN THE CITY OF RICHFIELD, MINNESOTA SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF THE FRANCHISE; PROVIDING FOR REGULATION AND USE OF THE SYSTEM AND THE PUBLIC RIGHTS-OF-WAY; AND PRESCRIBING PENALTIES FOR THE VIOLATION OF THE PROVISIONS HEREIN. On , 2023, the City of Richfield, Minnesota (“City”) adopted an ordinance granting a Cable Television Franchise to Comcast of Minnesota, Inc. (“Comcast”). The Franchise serves two (2) purposes. First, it is intended to provide for and specify the means to attain the best possible cable service for the public by providing requirements for cable with respect to technical standards, customer service obligations, and related matters. Second, it grants a non-exclusive cable television franchise to Comcast, to operate, construct and maintain a cable system within the City and contains specific requirements for Comcast to do so. The Franchise includes the following: 1) a Franchise Fee of 5% of Comcast’s annual gross revenues; 2) a Franchise term of ten (10) years; 3) incorporation of the City Code regarding right-of-way protections; 4) a list of schools and public buildings entitled to receive complimentary cable service; 5) dedicated channel capacity for public, education and government (“PEG”) access programming; 6) a PEG Fee of 1.5% of Comcast’s annual gross revenues to support local access programming as permitted under applicable law; 7) strong customer service standards regarding Comcast’s cable services; and 8) a performance bond and letter of credit to enforce Comcast’s compliance with the Franchise. It is hereby determined that publication of this title and summary will clearly inform the public of the intent and effect of Ordinance No. . A copy of the entire ordinance shall be posted at the Richfield City Hall. It is hereby directed that only the above title and summary of Ordinance No. be published, conforming to Minn. Stat. § 331A.01, with the following: NOTICE Persons interested in reviewing a complete copy of the Ordinance may do so at the Richfield City Hall at 6700 Portland Avenue, Richfield, MN 55423 during the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday. Yes No Mayor Councilmember Councilmember Councilmember Councilmember Councilmember Councilmember Passed by the Richfield City Council this day of , 2023. ATTEST: , Mayor , 8516661v1 8554784v1 City of Richfield, Minnesota Ordinance Granting a Cable Television Franchise to Comcast of Minnesota, Inc. June 1, 2023 i 8516661v1 8554784v1 TABLE OF CONTENTS SECTION 1 DEFINITIONS ....................................................................................................... 1 SECTION 2 FRANCHISE ......................................................................................................... 7 SECTION 3 OPERATION IN STREETS AND RIGHTS-OF-WAY ..................................... 10 SECTION 4 REMOVAL OR ABANDONMENT OF SYSTEM ............................................ 14 SECTION 5 SYSTEM DESIGN AND CAPACITY ............................................................... 15 SECTION 6 PROGRAMMING AND SERVICES.................................................................. 17 SECTION 7 PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS .................... 20 SECTION 8 REGULATORY PROVISIONS .......................................................................... 26 SECTION 9 BOND .................................................................................................................. 27 SECTION 10 SECURITY FUND .............................................................................................. 27 SECTION 11 DEFAULT ........................................................................................................... 30 SECTION 12 FORECLOSURE AND RECEIVERSHIP .......................................................... 32 SECTION 13 REPORTING REQUIREMENTS ....................................................................... 33 SECTION 14 CUSTOMER SERVICE POLICIES.................................................................... 34 SECTION 15 SUBSCRIBER PRACTICES............................................................................... 40 SECTION 16 COMPENSATION AND FINANCIAL PROVISIONS ..................................... 41 SECTION 17 MISCELLANEOUS PROVISIONS .................................................................... 44 SECTION 1 DEFINITIONS .......................................................................................................... 1 SECTION 2 FRANCHISE ............................................................................................................ 7 SECTION 3 OPERATION IN STREETS AND RIGHTS-OF-WAY ........................................ 10 SECTION 4 REMOVAL OR ABANDONMENT OF SYSTEM ............................................... 14 SECTION 5 SYSTEM DESIGN AND CAPACITY................................................................... 15 SECTION 6 PROGRAMMING AND SERVICES ..................................................................... 17 SECTION 7 PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS ........................ 20 SECTION 8 REGULATORY PROVISIONS. ............................................................................ 26 ii 8516661v1 8554784v1 SECTION 9 BOND. .................................................................................................................... 27 SECTION 10 SECURITY FUND ............................................................................................... 27 SECTION 11 DEFAULT ............................................................................................................ 30 SECTION 12 FORECLOSURE AND RECEIVERSHIP ........................................................... 32 SECTION 13 REPORTING REQUIREMENTS ........................................................................ 33 SECTION 14 CUSTOMER SERVICE POLICIES ..................................................................... 34 SECTION 15 SUBSCRIBER PRACTICES ................................................................................ 40 SECTION 16 COMPENSATION AND FINANCIAL PROVISIONS. ..................................... 41 SECTION 17 MISCELLANEOUS PROVISIONS. .................................................................... 44 EXHIBIT A COMPLIMENTARY SERVICE LOCATIONS ................................................ A-1 EXHIBIT B EXISTING PEG TRANSFPORT LOCATIONS ................................................B-1 EXHBIT C FRANCHISE FEE PAYMENT WORKSHEET .................................................C-1 EXHIBIT D SUMMARY OF ORDINANCE FOR PUBLICATION ..................................... D-1 1 8516661v1 8554784v1 ORDINANCE NO. _______ AN ORDINANCE RENEWING THE GRANT OF A FRANCHISE TO COMCAST OF MINNESOTA, INC. TO OPERATE AND MAINTAIN A CABLE SYSTEM IN THE CITY OF RICHFIELD, MINNESOTA; SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF THE FRANCHISE; PROVIDING FOR CITY REGULATION AND ADMINISTRATION OF THE CABLE SYSTEM; AND TERMINATING ORDINANCE NO. 2012-10 RECITALS The City of Richfield, Minnesota (“City”) pursuant to applicable federal and state law, is authorized to grant one or more nonexclusive cable television franchises to construct, operate, maintain, and reconstruct cable television systems within the City limits. Comcast of Minnesota, Inc. (“Grantee”) has operated a Cable System in the City, under a cable television franchise granted pursuant to Ordinance No. 2012-10. Negotiations between Grantee and the City have been completed and the franchise renewal process followed in accordance with the guidelines established by the City Code, Minnesota Statutes Chapter 238, and the Cable Act (47 U.S.C. § 546). The Franchise granted to Grantee by the City is nonexclusive and complies with existing applicable Minnesota Statutes, federal laws and regulations. The City has exercised its authority under Minnesota law to enter into a Joint and Cooperative Agreement with other cities authorized to grant cable communications franchises and has delegated certain authority to the Southwest Suburban Cable Communications Commission to make recommendations to the City regarding this Franchise and to be responsible for the ongoing administration and enforcement of this Franchise as herein provided. The City has determined that it is in the best interest of the City and its residents to renew the cable television franchise with Grantee. NOW, THEREFORE, THE CITY OF RICHFIELD, MINNESOTA DOES ORDAIN that a franchise is hereby granted to Comcast of Minnesota, Inc., to operate and maintain a Cable System in the City upon the following terms and conditions: SECTION 1 DEFINITIONS For the purpose of this Franchise, the following terms, phrases, words, derivations, and their derivations shall have the meanings given herein. When not inconsistent with the context, words used in the present tense include the future tense, words in the plural number include the singular number and words in the singular number include the plural number. In the event the meaning of any word or phrase not defined herein is uncertain, the definitions contained in applicable local, state, or federal law shall apply. 2 8516661v1 8554784v1 1.1 “Access Channels” means any channel or portion of a channel utilized for public, educational, or governmental programming. 1.2 “Affiliate” or “Affiliated Entity” means any Person who owns or controls, is owned or controlled by, or is under common ownership or control with, Grantee and its successors. 1.3 “Applicable Laws” means any law, statute, charter, ordinance, rule, regulation, code, license, certificate, franchise, permit, writ, ruling, award, executive order, directive, requirement, injunction (whether temporary, preliminary, or permanent), judgment, decree or other order issued, executed, entered or deemed applicable by any governmental authority of competent jurisdiction. 1.4 “Basic Cable Service” means any service tier which includes the lawful retransmission of local television broadcast. 1.5 “Cable Act” means the Cable Communications Policy Act of 1984, 47 U.S.C. §§ 521 et seq., as amended by the Cable Television Consumer Protection and Competition Act of 1992, as further amended by the Telecommunications Act of 1996, as further amended from time to time. 1.6 “Cable Service” means (a) the one-way transmission to Subscribers of (i) Video Programming or (ii) Other Programming Service, and b) Subscriber interaction, if any, which is required for the selection or use of such Video Programming or Other Programming Service. 1.7 “Cable System” or “System” means a facility, consisting of a set of closed transmission paths and associated signal generation, reception and control equipment which is designed to provide Cable Service that includes Video Programming, and which is provided to multiple Subscribers within a community, but such term does not include: (a)a facility that serves only to retransmit the television signals of one (1) or more television broadcast stations; (b)a facility that serves Subscribers without using any Streets; (c)a facility of a common carrier which is subject, in whole or in part, to the provisions of 47 U.S.C. § 201 et seq., except that such facility shall be considered a Cable System (other than for purposes of 47 U.S.C. § 541(c)) to the extent such facility is used in the transmission of Video Programming directly to Subscribers, unless the extent of such use is solely to provide interactive on-demand services; (d)an open video system that complies with 47 U.S.C. § 573; or (e)any facilities of any electric utility used solely for operating its electric utility system. 3 8516661v1 8554784v1 Unless otherwise specified, it shall in this document refer to the Grantee’s Cable System constructed and operated in the City under this Franchise. 1.8 “Channel” means a portion of the electromagnetic frequency spectrum which is used in a Cable System, and which is capable of delivering a television channel as defined by the FCC by regulation. 1.9 “City” means the City of Richfield, a municipal corporation in the State of Minnesota. 1.10 “City Code” means the Municipal Code of the City of Richfield, Minnesota, as may be amended from time to time. 1.11 “Commission” means the Southwest Suburban Cable Communications Commission consisting of the cities of Eden Prairie, Edina, Hopkins, Minnetonka and Richfield, Minnesota. 1.12 “Connection” means the attachment of the Drop to the television set of the Subscriber. 1.13 “Converter” means an electronic device, including digital transport adapters, which converts signals to a frequency not susceptible to interference within the television receiver of a Subscriber, and by an appropriate Channel selector also permits a Subscriber to view Cable Service signals. 1.14 “Council” means the governing body of the City. 1.15 “Day” means a calendar day, unless otherwise specified. 1.16 “Drop” means the cable that connects the Subscriber terminal to the nearest feeder cable of the cable in the Street and any electronics on Subscriber property between the Street and Subscriber terminal. 1.17 “Effective Date” means February 1, 2023. 1.18 “FCC” means the Federal Communications Commission, or a designated representative. 1.19 “Franchise” means the right granted by this Ordinance and conditioned as set forth herein. 1.20 “Franchise Area” means the entire geographic area within the City as it is now constituted or may in the future be constituted. 1.21 “Franchise Fee” means the fee assessed by the City to Grantee, in consideration of Grantee’s right to operate the Cable System within the City’s Streets, determined in amount as a percentage of Grantee’s Gross Revenues and limited to the maximum percentage allowed for 4 8516661v1 8554784v1 such assessment by federal law. The term Franchise Fee does not include the exceptions noted in 47 U.S.C. §542(g)(2)(A-E). 1.22 “GAAP” means generally accepted accounting principles 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”). 1.23 “Gross Revenues” means, and shall be construed broadly to include, all revenues derived directly or indirectly by Grantee and/or an Affiliated Entity that is the cable operator of the Cable System, from the operation of Grantee’s Cable System to provide Cable Services within the City. Gross Revenues include, by way of illustration and not limitation: (a)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, pay-per-view, pay-per-event, and video-on-demand Cable Services); (b)fees paid to Grantee for Channels designated for commercial/leased access use and shall be allocated on a pro rata basis using total Cable Service Subscribers within the City; (c)Converter, digital video recorder, remote control, and other Cable Service equipment rentals, leases, or sales; (d)installation, disconnection, reconnection, change-in service, “snow-bird” fees; (e)Advertising Revenues as defined herein; (f)late fees, convenience fees, and administrative fees; (g)other service fees such as HD fees, convenience fees, broadcast fees, regional sports fees, home tech support fees, bill payment fees for in-person or phone payments, additional outlet fees, and related charges relating to the provision of Cable Service; (h)revenues from program guides and electronic guides; (i)Franchise Fees; (j)FCC regulatory fees; (k)except as provided in subsection (ii) below, any fee, tax or other charge assessed against Grantee by municipality, which Grantee chooses to pass through and collect from its Subscribers; and 5 8516661v1 8554784v1 (l)commissions from home shopping channels and other Cable Service revenue sharing arrangements, which shall be allocated on a pro rata basis using total Cable Service Subscribers within the City. (i)“Advertising Revenues” shall mean revenues derived from sales of advertising that are made available to Grantee’s Cable System Subscribers 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, representative fees, Affiliated Entity fees, or rebates paid to National Cable Communications and Comcast Spotlight, or their successors associated with sales of advertising on the Cable System within the City allocated according to this paragraph using total Cable Service Subscribers reached by the advertising. (ii)“Gross Revenues” shall not include: 1.actual bad debt write-offs, except any portion which is subsequently collected, which shall be allocated on a pro rata basis using Cable Services revenue as a percentage of total Subscriber revenues within the City; and 2.unaffiliated third-party advertising sales agency fees which are reflected as a deduction from revenues. (m)Grantee shall allocate fees and revenues generated from bundled packages and services to cable revenues pro rata based on the current published rate card for the packaged services delivered on a stand-alone basis as follows: (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 GAAP methodology that allocates revenue, on a pro rata basis, when comparing the bundled service price and its components to the sum of the published rate card, except as required by specific Applicable Law (for example, it is expressly understood that equipment may be subject to inclusion in the bundled price at full rate card value). The City reserves its right to review and to challenge Grantee’s calculations. (ii)Grantee reserves the right to change the allocation methodologies set forth in this section in order to meet the standards required by governing accounting principles 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”). Grantee will explain and document the required changes to the City upon request or as part of any audit or review of Franchise Fee payments, and any such changes shall be subject to the next subsection below. 6 8516661v1 8554784v1 (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 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 foregoing, the City reserves its right to challenge Grantee’s calculation of Gross Revenues, including the interpretation of GAAP as promulgated and defined by the FASB, EITF and/or the SEC. 1.24 “Normal Business Hours” means those hours during which most similar businesses in City are open to serve customers. In all cases, “Normal Business Hours” must include some evening hours, at least one (1) night per week and/or some weekend hours. 1.25 “Normal Operating Conditions” means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System. 1.26 “Other Programming Service” is information that a cable operator makes available to all Subscribers generally. 1.27 “PEG” means public, educational and governmental. 1.28 “Person” means any natural person and all domestic and foreign corporations, closely held corporations, associations, syndicates, joint stock corporations, partnerships of every kind, clubs, businesses, common law trusts, societies and/or any other legal entity. 1.29 “Section 621 Order” means the Third Report and Order in MB Docket No. 05-311 adopted by the FCC on August 1, 2019, as modified by any court of competent jurisdiction or any subsequent order of the FCC. 1.30 “Street” means the area on, below, or above a public roadway, highway, street, cartway, bicycle lane, and public sidewalk in which the City has an interest, including other dedicated rights-of-way for travel purposes and utility easements. A Street does not include the airwaves above a public right-of-way with regard to cellular or other non-wire telecommunications or broadcast service. 1.31 “Subscriber” means a Person who lawfully receives Cable Service. 1.32 “Twin Cities Region” shall mean the cities in Minnesota wherein Grantee or Affiliate hold a franchise agreement to provide Cable Service. 1.33 “Video Programming” means programming provided by, or generally considered comparable to programming provided by, a television broadcast station. 7 8516661v1 8554784v1 1.34 “Wireline MVPD” means any entity, including the City, that utilizes the Streets to install cable or fiber and is engaged in the business of making available for purchase, by Subscribers, multiple Channels of Video Programming in the City, which could also include the City. For purposes of this Franchise, the term “Wireline MVPD” shall not be limited to entities defined by the FCC as “multichannel video programming distributors” and shall include entities that provide multiple Channels of Video Programming via open video systems, as defined by the FCC, but it is the intent of the Grantee and the City that the term Wireline MVPD shall not include small cell providers, unless the City has the legal authority under Applicable Law to regulate or to impose cable franchise obligations upon such small cell providers. SECTION 2 FRANCHISE 2.1 Grant of Franchise. The City hereby authorizes Grantee to occupy or use the City’s Streets subject to: ) the provisions of this non-exclusive Franchise to provide Cable Service within the City; and 2) all applicable provisions of the City Code. Unless this Franchise has expired pursuant to Section 2.8 herein or this Franchise is otherwise terminated pursuant to Section 11.2 herein, this Franchise shall constitute both a right and an obligation to provide Cable Services as required by the provisions of this Franchise. Nothing in this Franchise shall be construed to prohibit Grantee from: (1) providing services other than Cable Services to the extent not prohibited by Applicable Law; or (2) challenging any exercise of the City’s legislative or regulatory authority in an appropriate forum. The City hereby reserves all of its rights to regulate such other services to the extent not prohibited by Applicable Law and no provision herein shall be construed to limit or give up any right to regulate. 2.2 Reservation of Authority. The Grantee specifically agrees to comply with the lawful provisions of the City Code and applicable regulations of the City. Subject to the police power exception below, in the event of a conflict between (A) the lawful provisions of the City Code or applicable regulations of the City and (B) this Franchise, the express provisions of this Franchise shall govern. Subject to express federal and state preemption, the material terms and conditions contained in this Franchise may not be unilaterally altered by the City through subsequent amendments to the City Code, ordinances, or any regulation of City, except in the lawful exercise of City’s police power. Grantee acknowledges that the City may modify its regulatory policies by lawful exercise of the City’s police powers throughout the term of this Franchise. Grantee agrees to comply with such lawful modifications to the City Code; however, Grantee reserves all rights it may have to challenge such modifications to the City Code whether arising in contract or at law. The City reserves all of its rights and defenses to such challenges whether arising in contract or at law. Nothing in this Franchise shall (A) abrogate the right of the City to perform any public works or public improvements of any description, (B) be construed as a waiver of any codes or ordinances of general applicability promulgated by the City, or (C) be construed as a waiver or release of the rights of the City in and to the Streets. 2.3 Franchise Term. The term of this Franchise shall be ten (10) years from the Effective Date, unless renewed, amended, or extended by mutual written consent in accordance with Section 17.7 or terminated sooner in accordance with this Franchise. 8 8516661v1 8554784v1 2.4 Franchise Area. This Franchise is granted for the Franchise Area defined herein. Grantee shall extend its Cable System to provide Service to any residential unit in the City in accordance with Section 6.6 herein. This Franchise governs any Cable Services provided by Grantee to residential and commercial Subscribers to Grantee’s Cable System. 2.5 Franchise Nonexclusive. The Franchise granted herein shall be nonexclusive. The City specifically reserves the right to grant, at any time, such additional franchises for a Cable System as it deems appropriate provided, however, such additional grants shall not operate to materially modify, revoke, or terminate any rights previously granted to Grantee other than as described in Section 17.18. The grant of any additional franchise shall not of itself be deemed to constitute a modification, revocation, or termination of rights previously granted to Grantee. Any additional cable franchise grants shall comply with Minn. Stat. § 238.08 and any other applicable federal level playing field requirements. 2.6 Periodic Public Review of Franchise. Within sixty (60) Days of the third and sixth annual anniversary of the Effective Date of this Franchise, the City may conduct a public review of the Franchise. The purpose of any such review shall be to ensure, with the benefit of full opportunity for public comment, that the Grantee continues to effectively serve the public in the light of new developments in cable law and regulation, cable technology, cable company performance with the requirements of this Franchise, local regulatory environment, community needs and interests, and other such factors. Both the City and Grantee agree to make a full and good faith effort to participate in the review. So long as Grantee receives reasonable notice, Grantee shall participate in the review process and shall fully cooperate. The review shall not operate to modify or change any provision of this Franchise without mutual written consent in accordance with Section 17.7 of this Franchise. 2.7 Transfer of Ownership. (a)No sale, transfer, assignment or “fundamental corporate change”, as defined in Minn. Stat. § 238.083, of this Franchise shall take place until the parties to the sale, transfer, or fundamental corporate change files a written request with City for its approval, provided, however, that said approval shall not be required where Grantee grants a security interest in its Franchise and assets to secure an indebtedness. (b)City shall reply in writing and indicate approval of the request or its determination that a public hearing is necessary due to potential adverse effect on Grantee’s Subscribers resulting from the sale or transfer. (c)If a public hearing is deemed necessary pursuant to (b) above, such hearing shall be handled in accordance with local law or fourteen (14) Days prior to the hearing by publishing notice thereof once in a newspaper of general circulation in City. The notice shall contain the date, time and place of the hearing and shall briefly state the substance of the action to be considered by City. (d)After the closing of the public hearing, City shall approve or deny in writing the sale or transfer request. City shall set forth in writing with particularity its reason(s) for denying approval. City shall not unreasonably withhold its approval. 9 8516661v1 8554784v1 (e)The parties to the sale or transfer of the Franchise only, without the inclusion of the System in which substantial construction has commenced, shall establish that the sale or transfer of only the Franchise will be in the public interest. (f)Any sale or transfer of stock in Grantee so as to create a new controlling interest in the System shall be subject to the requirements of this Section 2.7. The term “controlling interest” as used herein is not limited to majority stock ownership but includes actual working control in whatever manner exercised. (g)In no event shall a transfer or assignment of ownership or control 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. (h)In accordance with Minn. Stat. § 238.084, Subd. 1(y), the City shall have the right to purchase the System in the event the Franchise or System is proposed to be transferred or sold on the same terms and conditions as the offer pursuant to which transfer notice was provided pursuant to this section. (i)City shall be deemed to have waived its rights under this paragraph (h) in the following circumstances: (i)If it does not indicate to Grantee in writing, within ninety (90) Days of notice of a proposed sale or assignment, its intention to exercise its right of purchase; or (ii)It approves the assignment or sale of the Franchise as provided within this section. 2.8 Expiration. Upon expiration of the Franchise, the City shall have the right at its own election and subject to Grantee’s rights under Section 626 of the Cable Act to: (a)extend the Franchise, though nothing in this provision shall be construed to require such extension; (b)renew the Franchise, in accordance with Applicable Laws; (c)invite additional franchise applications or proposals; (d)terminate the Franchise subject to any rights Grantee has under Section 626 of the Cable Act; or (e)take such other action as the City deems appropriate. 2.9 Right to Require Removal of Property. At the expiration of the term for which this Franchise is granted, provided no renewal is granted, or upon its forfeiture or revocation as provided for herein, the City shall have the right to require Grantee to remove at Grantee’s own expense all or any part of the Cable System from all Streets and public ways within the Franchise 10 8516661v1 8554784v1 Area within a reasonable time. If Grantee fails to do so, the City may perform the work and collect the cost thereof from Grantee. However, Grantee shall have no obligation under this Franchise to remove the Cable System where it utilizes the system to provide other non-Cable Services and has any other authority under Applicable Law to maintain facilities in the Streets, or where Grantee is able to find a purchaser of the Cable System who holds such authorization. 2.10 Continuity of Service Mandatory. It shall be the right of all Subscribers to receive Cable Service in accordance with the terms of this Franchise and Applicable Law. In the event that Grantee elects to overbuild, rebuild, modify, or transfer the Cable System in accordance with Section 2.7, or the City revokes or fails to renew the Franchise, Grantee shall make its best effort to ensure that all Subscribers receive continuous uninterrupted service, regardless of the circumstances, while the Franchise remains effective. In the event of expiration, purchase, lease-purchase, condemnation, acquisition, taking over or holding of plant and equipment, sale, lease, or other transfer to any other Person, including any other grantee of a cable franchise, the current Grantee shall cooperate fully to operate the Cable System in accordance with the terms and conditions of this Franchise for a temporary period sufficient in length to maintain continuity of Cable Service to all Subscribers. SECTION 3 OPERATION IN STREETS AND RIGHTS-OF-WAY 3.1 Use of Streets. (a)Grantee may, subject to the terms of this Franchise, erect, install, construct, repair, replace, reconstruct, and retain in, on, over, under, upon, across and along the Streets within the City such lines, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, attachments and other property and equipment as are necessary and appurtenant to the operation of a Cable System within the City. Without limiting the foregoing, Grantee expressly agrees that it will construct, operate, and maintain its Cable System in compliance with, and subject to, the requirements of the City Code, including by way of example and not limitation, those requirements governing the placement of Grantee’s Cable System; and with other applicable City Codes, and will obtain and maintain all permits and bonds required by the City Code in addition to those required in this Franchise. (b)All wires, conduits, cable and other property and facilities of Grantee shall be so located, constructed, installed, and maintained as not to endanger or unnecessarily interfere with the usual and customary trade, traffic, and travel upon, or other use of, the Streets of City. Grantee shall keep and maintain all of its property in good condition, order and repair so that the same shall not menace or endanger the life or property of any Person. (c)All wires, conduits, cables and other property and facilities of Grantee, shall be constructed and installed in an orderly and workmanlike manner in accordance with the City Code and Applicable Law. All wires, conduits and cables shall be installed, where possible, parallel with electric and telephone lines. Multiple cable configurations shall be arranged in parallel and bundled with due respect for engineering considerations. 11 8516661v1 8554784v1 (d)Nothing in this Franchise shall be construed to prevent the City from constructing, maintaining, repairing, or relocating sewers; grading, paving, maintaining, repairing, relocating and/or altering any Street; constructing, laying down, repairing, maintaining, or relocating any water mains; or constructing, maintaining, relocating, or repairing any sidewalk or other public work. 3.2 Construction or Alteration. Grantee shall in all cases comply with the City Code, City resolutions and City regulations regarding the acquisition of permits and/or such other items as may be reasonably required in order to construct, alter, or maintain the Cable System. Grantee shall, upon request, provide information to the City regarding its progress in completing or altering the Cable System. 3.3 Non-Interference. Grantee shall exert its best efforts to construct and maintain a Cable System so as not to interfere with other use of Streets. Grantee shall, where possible in the case of above ground lines, make use of existing poles and other facilities available to Grantee. When residents receiving underground service or who will be receiving underground service will be affected by proposed construction or alteration, Grantee shall provide such notice as set forth in the permit or in City Code of the same to such affected residents. 3.4 Consistency with Designated Use. Notwithstanding the above grant to use Streets, no Street shall be used by Grantee if the City, in its sole opinion, determines that such use is inconsistent with the terms, conditions or provisions by which such Street was created or dedicated, or presently used under Applicable Laws. 3.5 Undergrounding. (a)Grantee shall place underground all of its transmission lines which are located or are to be located above or within the Streets of the City in the following cases: (i)all other existing utilities are required to be placed underground by statute, resolution, policy or other Applicable Law; (ii)Grantee is unable to get pole clearance; (iii)underground easements are obtained from developers of new residential areas; or (iv)utilities are overhead but residents prefer underground (service provided at cost). (b)If an ordinance is passed which involves placing underground certain utilities including Grantee’s cable plant which is then located overhead, Grantee shall participate in such underground project and shall remove poles, cables and overhead wires if requested to do so and place facilities underground. Nothing herein shall mandate that City provide reimbursement to Grantee for the costs of such relocation and removal. However, if the City makes available funds for the cost of placing facilities underground, nothing herein shall preclude the Grantee from participating in such funding to the extent consistent with the City Code or Applicable Laws. 12 8516661v1 8554784v1 (c)Grantee shall use conduit or its functional equivalent to the greatest extent possible for undergrounding, except for Drops from pedestals to Subscribers’ homes and for cable on other private property where the owner requests that conduit not be used. Cable and conduit shall be utilized which meets the highest industry standards for electronic performance and resistance to interference or damage from environmental factors. Grantee shall use, in conjunction with other utility companies or providers, common trenches for underground construction wherever available. 3.6 Maintenance and Restoration. (a)Restoration. In case of disturbance of any Street, public way, paved area or public improvement, Grantee shall, at its own cost and expense and in accordance with the requirements of Applicable Law, restore such Street, public way, paved area or public improvement to substantially the same condition as existed before the work involving such disturbance took place. All requirements of this section pertaining to public property shall also apply to the restoration of private easements and other private property. Grantee shall perform all restoration work within a reasonable time and with due regard to seasonal working conditions. If Grantee fails, neglects, or refuses to make restorations as required under this section, then the City may do such work or cause it to be done, and the cost thereof to the City shall be paid by Grantee. If Grantee causes any damage to private property in the process of restoring facilities, Grantee shall repair such damage. (b)Maintenance. Grantee shall maintain all above ground improvements that it places on City Streets pursuant to the City Code and any permit issued by the City. In order to avoid interference with the City’s ability to maintain the Street, Grantee shall provide such clearance as is required by the City Code and any permit issued by the City. If Grantee fails to comply with this provision, and by its failure, property is damaged, Grantee shall be responsible for all damages caused thereby. (c)Disputes. In any dispute over the adequacy of restoration or maintenance relative to this section, final determination shall be the prerogative of the City, Department of Public Works and consistent with the City Code and any permit issued by the City. 3.7 Work on Private Property. Grantee, with the consent of property owners, shall have the authority, pursuant to the City Code, to trim trees upon and overhanging Streets, alleys, sidewalks, and public ways so as to prevent the branches of such trees from coming in contact with the wires and cables of Grantee, except that at the option of the City, such trimming may be done by it or under its supervision and direction at the reasonable expense of Grantee. 3.8 Relocation. (a)City Property. If, during the term of the Franchise, the City or any government entity elects or requires a third party to alter, repair, realign, abandon, improve, vacate, reroute or change the grade of any Street, public way or other public property; or to construct, maintain or repair any public improvement; or to replace, repair 13 8516661v1 8554784v1 install, maintain, or otherwise alter any cable, wire conduit, pipe, line, pole, wire-holding structure, structure, or other facility, including a facility used for the provision of utility or other services or transportation of drainage, sewage or other liquids, for any public purpose, Grantee shall, upon request, except as otherwise hereinafter provided, at its sole expense remove or relocate as necessary its poles, wires, cables, underground conduits, vaults, pedestals, manholes and any other facilities which it has installed. Nothing herein shall mandate that City provide reimbursement to Grantee for the costs of such relocation and removal. However, if the City makes available funds for the cost of placing facilities underground, nothing herein shall preclude the Grantee from participating in such funding to the extent consistent with the City Code or Applicable Laws. (b)Utilities and Other Franchisees. If, during the term of the Franchise, another entity which holds a franchise or any utility requests Grantee to remove or relocate such facilities to accommodate the construction, maintenance or repair of the requesting party’s facilities, or their more efficient use, or to “make ready” the requesting party’s facilities for use by others, or because Grantee is using a facility which the requesting party has a right or duty to remove, Grantee shall do so. The companies involved may decide among themselves who is to bear the cost of removal or relocation, pursuant to City Code, and provided that the City shall not be liable for such costs. (c)Notice to Remove or Relocate. Any Person requesting Grantee to remove or relocate its facilities shall give Grantee no less than forty-five (45) Days’ advance written notice advising Grantee of the date or dates that removal or relocation is to be undertaken, provided that no advance written notice shall be required in emergencies or in cases where public health and safety or property is endangered. (d)Failure by Grantee to Remove or Relocate. If Grantee fails, neglects or refuses to remove or relocate its facilities as directed by the City; or in emergencies or where public health and safety or property is endangered, the City may do such work or cause it to be done, and the cost thereof to the City shall be paid by Grantee. If Grantee fails, neglects, or refuses to remove or relocate its facilities as directed by another franchisee or utility, that franchisee or utility may do such work or cause it to be done, and if Grantee would have been liable for the cost of performing such work, the cost thereof to the party performing the work or having the work performed shall be paid by Grantee. (e)Procedure for Removal of Cable. Grantee shall not remove any underground cable or conduit which requires trenching or other opening of the Streets along the extension of cable to be removed, except as hereinafter provided. Grantee may remove any underground cable from the Streets which has been installed in such a manner that it can be removed without trenching or other opening of the Streets along the extension of cable to be removed. Subject to Applicable Law, Grantee shall remove, at its sole cost and expense, any underground cable or conduit by trenching or opening of the Streets along the extension thereof or otherwise which is ordered to be removed by the City based upon a determination, in the sole discretion of the City, that removal is required in order to eliminate or prevent a hazardous condition. Underground cable and 14 8516661v1 8554784v1 conduit in the Streets which is not removed shall be deemed abandoned and title thereto shall be vested in the City. (f)Movement of Buildings. Grantee shall, upon request by any Person holding a building moving permit, franchise or other approval issued by the City, temporarily remove, raise, or lower its wire to permit the movement of buildings. The expense of such removal, raising or lowering shall be paid by the Person requesting same, and Grantee shall be authorized to require such payment in advance. The City shall require all building movers to provide not less than fifteen (15) Days’ notice to the Grantee to arrange for such temporary wire changes. SECTION 4 REMOVAL OR ABANDONMENT OF SYSTEM 4.1 Removal of Cable System. In the event that: (l) the use of the Cable System is discontinued for any reason for a continuous period of twelve (12) months; or (2) the Cable System has been installed in a Street without complying with the requirements of this Franchise or the City Code, Grantee, at its expense shall, at the demand of the City remove promptly from the Streets all of the Cable System other than any which the City may permit to be abandoned in place. In the event of any such removal Grantee shall promptly restore to a condition as nearly as possible to its prior condition the Street or other public places in the City from which the System has been removed. However, Grantee shall have no obligation under this Franchise to remove the Cable System where it utilizes the system to provide other non-Cable Services and has any other authority under Applicable Law to maintain facilities in the Streets, or where Grantee is able to find a purchaser of the Cable System who holds such authorization. 4.2 Abandonment of Cable System. In the event of Grantee’s abandonment of the Cable System, City shall have the right to require Grantee to conform to the state right-of-way rules, Minn. Rules, Ch. 7819. The Cable System to be abandoned in place shall be abandoned in the manner prescribed by the City. Grantee may not abandon any portion of the System without having first given three (3) months written notice to the City. Grantee may not abandon any portion of the System without compensating the City for damages resulting from the abandonment. 4.3 Removal after Abandonment or Termination. 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 consistent with Minn. Rules, Ch. 7819, 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 Cable System for the City with all rights of ownership including, but not limited to, the right to operate the Cable System or transfer the Cable System to another for operation by it. 4.4 City Options for Failure to Remove Cable System. If Grantee has failed to complete such removal within the time given after written notice of the City’s demand for removal is given, the City shall have the right to exercise one of the following options: 15 8516661v1 8554784v1 (a)Declare all right, title and interest to the System for the City or its designee 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; or (b)Declare the System abandoned and cause the System, or such part thereof as the City shall designate, to be removed at no cost to the City. The cost of said removal shall be recoverable from the security fund, indemnity and penalty section provided for in this Franchise or from Grantee directly. (c)Upon termination of service to any Subscriber, Grantee shall promptly remove all its facilities and equipment from within the dwelling of a Subscriber who owns such dwelling upon his or her written request, except as provided by Applicable Law. Such Subscribers shall be responsible for any costs incurred by Grantee in removing the facilities and equipment. 4.5 System Construction and Equipment Standards. The Cable System shall be installed and maintained in accordance with standard good engineering practices and shall conform, when applicable, with the National Electrical Safety Code, the National Electrical Code and the FCC’s Rules and Regulations. 4.6 System Maps and Layout. In addition to any generally applicable mapping requirements included in the City Code and required of other utilities, Grantee shall maintain complete and accurate system maps and records of all of its wires, conduits, cables and other property and facilities located, constructed, and maintained in the City, which shall include trunks, distribution lines, and nodes. Such maps shall include up-to-date route maps showing the location of the Cable System adjacent to the Streets. Grantee shall make all maps and records available for review by the appropriate City personnel. SECTION 5 SYSTEM DESIGN AND CAPACITY 5.1 Availability of Signals and Equipment. (a)The Cable System utilizes a fiber to the fiber node architecture, with fiber optic cable deployed from Grantee’s headend to Grantee’s fiber nodes, tying into Grantee’s coaxial Cable System serving Subscribers. The System shall pass a minimum of 750 MHz (with a minimum passband of between 50 and 750 MHz) and shall be maintained to provide to Subscribers a minimum of at least two hundred (200) or more activated downstream Cable Service Channels. (b)The entire System shall be technically capable of transmitting industry- standard digital television signals in a manner and quality consistent with applicable FCC regulations. (c)Grantee agrees to maintain the Cable System in a manner consistent with, or in excess of the specifications in Section 5.1 (a) and (b) throughout the term of the Franchise with sufficient capability and technical quality to enable the implementation and performance of all requirements of this Franchise, including the exhibits hereto, and 16 8516661v1 8554784v1 in a manner which meets or exceeds FCC technical quality standards at 47 C.F.R. § 76 Subpart K, regardless of the particular format in which a signal is transmitted. 5.2 Equal and Uniform Service. To the extent required by Applicable Law, Grantee shall provide access to equal and uniform Cable Service throughout the City. 5.3 System Specifications. (a)System Maintenance. In all its construction and service provision activities, Grantee shall meet or exceed the construction, technical performance, extension, and service requirements set forth in this Franchise. (b)Emergency Alert Capability. At all times during the term of this Franchise, Grantee shall provide and maintain an Emergency Alert System (EAS) consistent with Applicable Laws including 47 C.F.R., Part 11, and any Minnesota State Emergency Alert System requirements. The City may identify authorized emergency officials for activating the EAS consistent with the Minnesota State Emergency Statewide Plan (“EAS Plan”). The City may also develop a local plan, containing methods of EAS message distribution, subject to Applicable Laws and the EAS Plan. Nothing in this section is intended to expand Grantee’s obligations beyond that which is required by the EAS Plan and Applicable Law. (c)Standby Power. Grantee shall provide standby power generating capacity at the Cable System control center and at all hubs. Grantee shall maintain standby power system supplies, rated at least at two (2) hours duration throughout the trunk and distribution networks. In addition, Grantee shall have in place throughout the Franchise term a plan, and all resources necessary for implementation of the plan, for dealing with outages of more than two (2) hours. (d)Technical Standards. The technical standards used in the operation of the Cable System shall comply, at minimum, with the technical standards promulgated by the FCC relating to Cable Systems pursuant to Title 47, Section 76, Subpart K of the Code of Federal Regulations, as may be amended or modified from time to time, which regulations are expressly incorporated herein by reference. The Cable System shall be installed and maintained in accordance with standard good engineering practices and shall conform with the National Electrical Safety Code and all other Applicable Laws governing the construction of the Cable System. (e)System Upgrades. The Cable System will be upgraded consistent with future System upgrades performed in Grantee’s other Twin Cities Region Cable Systems, when any other of Grantee’s Cable Systems in Hennepin County also receives a System upgrade, understanding that work on the Cable System is done based on Grantee’s construction schedules. 5.4 Performance Testing. Grantee shall perform all system tests at the intervals required by the FCC, and all other tests reasonably necessary to determine compliance with technical standards required by this Franchise. These tests shall include, at a minimum: 17 8516661v1 8554784v1 (a)Initial proof of performance for any construction; and (b)Tests in response to Subscriber complaints; and (c)Tests requested by the City to demonstrate franchise compliance; and (d)Written records of all system test results performed by or for Grantee shall be maintained and shall be available for City inspection upon request. 5.5 Special Testing. (a)Throughout the term of this Franchise, City shall have the right to inspect all construction or installation work performed pursuant to the provisions of the Franchise. In addition, City 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. 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. 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 Grantee’s qualified engineer. The City shall have a right to participate in such testing by having an engineer of City’s choosing, and at City’s expense, observe and monitor said testing. SECTION 6 PROGRAMMING AND SERVICES 6.1 Categories of Programming Service. Grantee shall provide Video Programming services in at least the following broad categories: Local Broadcast (subject to federal carriage requirements) Public Broadcast News and Information Sports General Entertainment Arts/Performance/Humanities Science/Technology Children/Family/Seniors Foreign Language/Ethnic Programming 18 8516661v1 8554784v1 PEG Programming (to the extent required by the Franchise) Movies Leased Access 6.2 Changes in Programming Services. As required by Applicable Law, Grantee shall provide at least thirty (30) Days’ prior written notice to Subscribers and to the City of Grantee’s request to effectively delete any broad category of programming or any Channel within its control, including all proposed changes in bandwidth or Channel allocation and any assignments including any new equipment requirements that may occur as a result of these changes. 6.3 Parental Control Device. Upon request by any Subscriber, Grantee shall make available for sale or lease a parental control or lockout device that will enable the Subscriber to block all access to any and all Channels without affecting those not blocked. Grantee shall inform Subscribers of the availability of the lockout device at the time of original subscription and annually thereafter. 6.4 FCC Reports. The results of any tests required to be filed by Grantee with the FCC shall also be copied to City within ten (10) Days of the conduct of the date of the tests. 6.5 Annexation. Unless otherwise provided by Applicable Law, including the City Code, upon the annexation of any additional land area by City, the annexed area shall thereafter be subject to all the terms of this Franchise upon sixty (60) Days written notification to Grantee of the annexation by City. Unless otherwise required by Applicable Laws, nothing herein shall require the Grantee to expand its Cable System to serve, or to offer Cable Service to any area annexed by the City if such area is then served by another Wireline MVPD franchised to provide multichannel video programming. 6.6 Line Extension. (a)Grantee shall construct and operate its Cable System so as to provide Cable Service within the Franchise Area where there exists a density equivalent of seven (7) dwelling units per one-quarter (1/4) mile of feeder cable as measured from the nearest active plant of the Cable System if the extension is to be constructed using aerial plant, and nine (9) dwelling units per one-quarter (1/4) mile of feeder cable as measured from the nearest active plant if the extension is to be constructed using underground plant. The City, for its part, shall endeavor to exercise reasonable efforts to require developers and utility companies to provide the Grantee with at least fifteen (15) Days advance notice of an available open trench for the placement of necessary cable. (b)Where the density is less than that specified above, Grantee shall inform Persons requesting Service of the possibility of paying for installation or a line extension and shall offer to provide them with a free written estimate of the cost, which shall be provided within fifteen (15) working days of such a request. Grantee may offer the Persons requesting Service the opportunity to “prepay” some or all of the necessary line extensions according to its regular business policies. Grantee shall at all times implement such line extension policy in a nondiscriminatory manner throughout the City. 19 8516661v1 8554784v1 (c)Any residential unit located within one hundred twenty-five (125) feet from the nearest point of access on the Street from which the Cable System is designed to serve the site shall be connected to the Cable System at no charge other than the standard installation charge. Grantee shall, upon request by any potential Subscriber residing in City beyond the one hundred twenty-five (125) foot limit, extend service to such Subscriber provided that the Subscriber shall pay the net additional Drop costs, unless the Grantee agrees to waive said costs. To the extent consistent with Applicable Laws, Grantee agrees that it shall impose installation costs for non-standard installations in a uniform and nondiscriminatory manner throughout the City. 6.7 Nonvoice Return Capability. Grantee is required to use cable and associated electronics having the technical capacity for nonvoice return communications 6.8 Free Cable Service to Public Buildings. (a)The parties acknowledge that as of the Effective Date of this Franchise, Grantee continues to provide, free of charge, basic Cable Service (including the PEG Channels) to certain schools, libraries and public institutions within the Franchise Area as set forth in Exhibit A (“Complimentary Services”). In the event Grantee elects, to the extent permitted by Applicable Law, to invoice the City for the marginal cost of the Complimentary Services, the Grantee agrees that it will do so only after providing City with one hundred twenty (120) Days’ prior written notice. (b)The City shall have right to discontinue receipt of all or a portion of the Complimentary Service provided by Grantee in the event Grantee elects to impose a charge to the City for the Complimentary Service as set forth in the preceding paragraph. Within ninety (90) days of receiving the aforementioned notice, the City will notify the Grantee whether, with respect to each identified Complimentary Service location, the Grantee is relieved, or temporarily relieved, of its obligations or is required to comply, subject either to the Grantee taking an offset to the Franchise Fee payments payable under Section 16.1 as may be permitted by the Section 621 Order or to the Grantee and the City agreeing to a separately negotiated charge payable by the City to the Grantee. (c)Additional Subscriber network Drops and/or outlets will be installed at designated institutions by Grantee at the cost of Grantee’s time and material, or such other price as may be required to comply with Applicable Law. Alternatively, said institution may add outlets at its own expense as long as such installation meets Grantee’s standards. Grantee will complete construction of the additional Drop and outlet within three (3) months from the date of City’s designation of additional institution(s) unless weather or other conditions beyond the control of Grantee requires more time. The City may substitute locations listed on Exhibit A attached hereto as long as the number of locations to receive Complimentary Service remains the same as Exhibit A. (d)The City or the building occupant shall have the right to extend Cable Service throughout the building to additional outlets without any fees imposed by Grantee for the provision of Complimentary Service to such additional outlets. If ancillary equipment, such as a Converter, is required to receive the signal at additional 20 8516661v1 8554784v1 outlets, Grantee will provide up to three (3) devices at no charge and will provide additional devices at Grantee’s lowest residential rate charged within the Twin Cities Region. (e)Notwithstanding anything to the contrary set forth in this section, Grantee shall not be required to provide Complimentary Service to such buildings unless it is technically feasible. Outlets and maintenance of said Complimentary Service shall be provided free of fees and charges. SECTION 7 PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS 7.1 Number of PEG Access Channels. (a)Grantee will make available three (3) PEG Access Channels in addition to Channels required by the State of Minnesota, such as Regional Channel 6, throughout the entire term of this Franchise and any extensions of the Franchise term. (b)Grantee shall provide the PEG Access Channels on the Basic Cable Service tier, or such other most subscribed tier of Cable Service (within the Franchise Area) as may be offered by Grantee. (c)For purposes of this Franchise, a high definition (“HD”) format or signal refers to a PEG signal delivered by Grantee to Subscribers in a resolution that is either: (i)the same as received by Grantee from City or the entity from which Grantee received the PEG signal, or (ii)the highest resolution used for the delivery of the primary signals of local broadcast stations, if lower than the level described in subparagraph (c)(i) above. 7.2 HD PEG Carriage Requirements. (a)No later than September 1, 2023, Grantee shall provide all three (3) PEG Access Channels in HD format and shall also simulcast all three (3) PEG Access Channels in standard definition (“SD”) until SD is no longer offered by Grantee. The parties agree that PEG funding may be used to support streaming of PEG programming, provided the City does not permit PEG funding to be used for operational expenses except as permitted by Applicable Law. (b)The City acknowledges that receipt of an HD format PEG Access Channel may require Subscribers to buy or lease special equipment or pay additional HD charges applicable to all HD services. (c)Grantee agrees that it shall be responsible for costs associated with the provision of encoders or other equipment necessary to receive HD/SD signals at the 21 8516661v1 8554784v1 Grantees’ headend, and to convert PEG HD signals to SD consistent with the historic practice between the parties related to the government PEG Access Channel. 7.3 Control of PEG Access Channels. The control and administration of the PEG Access Channels shall rest with the City and the City may delegate, from time to time over the term of this Franchise, such control and administration to various entities as determined in City’s sole discretion. 7.4 Transmission of PEG Access Channels. PEG Access Channels may be used for transmission of non-video signals in compliance with Applicable Laws. This may include downstream transmission of data using a protocol such as TCP/IP or current industry standards. Should Grantee develop the capability to provide bi-directional data transmission, spectrum capacity shall be sufficient to allow Subscribers to transmit data to PEG facilities. 7.5 PEG Access Channel Locations. (a)PEG Access Channels shall be carried on the Basic Cable Service tier to the extent required by Applicable Law and as set forth in Section 7.2 herein. Nothing herein precludes the Grantee from charging for equipment needed for Basic Cable Service. Grantee shall make every reasonable effort to coordinate the cablecasting of PEG access programming on the Cable System on the same Channel designations as such programming is currently cablecast within the City. In no event shall any Access Channel reallocations be made prior to ninety (90) Days written notice to the City by Grantee, except for circumstances beyond Grantee’s reasonable control. The Access Channels will be located within reasonable proximity to other commercial video or broadcast Channels, excluding pay-per-view programming offered by Grantee in the City. (b)Grantee agrees not to encrypt the Access Channels differently than other commercial Channels available on the Cable System. (c)In conjunction with any occurrence of any Access Channel(s) relocation, Grantee shall provide a minimum of One Thousand Five Hundred Dollars ($1,500) Thousand Five-Hundred Dollars ($1,500) of reimbursement for costs incurred by City to promote the new Channel locations. 7.6 Navigation to PEG Access Channels and Electronic Programming Guide. Grantee agrees that if it utilizes any navigation interfaces, the PEG Access Channels shall be treated in a non-discriminatory fashion consistent with Applicable Laws so that Subscribers will have ready access to Access Channels. Grantee will maintain the existing ability of the City to place PEG Access Channel programming information on the interactive Channel guide via the electronic programming guide (“EPG”) vendor (“EPG provider”) that Grantee utilizes to provide the guide service. PEG programming provided by the City shall appear on the EPG for each Channel carried in the City. Grantee will be responsible for providing the designations and instructions necessary for the PEG Access Channels to appear on the EPG. Each programming stream will not be individually listed for narrowcast Channels unless technically feasible. All costs and operational requirements of the EPG provider shall be the responsibility of the City. 22 8516661v1 8554784v1 City acknowledges that the EPG may not be technically possible for all PEG programming, and that Grantee is not responsible for operations of the EPG provider. 7.7 Ownership of PEG Access Channels. Grantee does not relinquish its ownership of or ultimate right of control over a Channel by designating it for PEG use. A PEG access user – whether an individual, educational, or governmental user – acquires no property or other interest by virtue of the use of a Channel position so designated. Grantee shall not exercise editorial control over any public, educational, or governmental use of a Channel position, except Grantee may refuse to transmit any public access program or portion of a public access program that contains obscenity, indecency, or nudity in violation of Applicable Law. 7.8 PEG Monitoring. Grantee shall provide the capability, without charge, to the City and to the City of Edina (location of the Commission’s master control facility), to monitor and verify the audio and visual quality of PEG Access Channels received by Subscribers as well as the existing connections and equipment at the City and the City of Edina. This will include equipment comparable to that deployed to residential cable Subscribers that will allow the City and the City of Edina to verify the accuracy of EPG listings for the PEG Access Channels consistent with what is currently provided. Grantee shall also maintain one (1) feed to the City and one (1) additional feed to the City of Edina to provide the ability to monitor Subscriber services and address Subscriber concerns which feed shall include all cable boxes and platforms (i.e., Xfinity X1). 7.9 Noncommercial Use of PEG. Permitted noncommercial uses of the Access Channels shall include by way of example and not limitation: (1) the identification of financial supporters similar to what is provided on public broadcasting stations; or (2) the solicitation of financial support for the provision of PEG programming by the City or third party users for charitable, educational or governmental purposes; or (3) programming offered by accredited, non-profit, educational institutions which may, for example, offer telecourses over a Access Channel. 7.10 PEG Transport. Grantee will maintain all existing fiber paths in place as of the Effective Date to facilitate PEG origination/return capacity in the City. Such fiber returns paths are listed in Exhibit B attached hereto and will be provided by Grantee without additional charge, with no recurring, monthly costs or offsets, except that Grantee may invoice the Commission for any maintenance costs consistent with Applicable Law and the Section 621 Order. Grantee shall not be responsible for fiber “replacement” but will handle any damage and all maintenance on the existing fiber. Grantee anticipates, but cannot guarantee, that that this will result in minimal fiber expenditures by the City over the Franchise term. 7.11 Interconnection. To the extent technically feasible, Grantee will allow necessary interconnection with any newly constructed City and school fiber for noncommercial programming to be promoted and administered by the City as allowed under Applicable Laws and at no additional cost to the City or schools. This may be accomplished through a patch panel or other similar facility and each party will be responsible for the fiber on their respective sides of the demarcation point. Grantee reserves its right to review on a case-by-case basis the technical feasibility of the proposed interconnection. Based on this review, Grantee may condition the interconnection on the reasonable reimbursement of Grantee’s incremental costs, 23 8516661v1 8554784v1 with no markup for profit, to recoup Grantee’s construction costs only. In no event will Grantee impose any type of recurring fee for said interconnection. 7.12 Ancillary Equipment. Any ancillary equipment operated by Grantee for the benefit of PEG Access Channels on Grantee’s fiber paths or Cable System, whether referred to switchers, routers, or other equipment, will be maintained by Grantee, free of charge and at no cost to the City, Commission or schools for the life of the Franchise. Grantee is responsible for any ancillary equipment on its side of the demarcation point and the City, Commission or school is responsible for all other production/playback equipment. 7.13 Future PEG Transport. At such time that the City determines: (a)that the City desires the capacity to allow Subscribers in the City to receive PEG programming (video or character generated) which may originate from schools, City facilities, other government facilities or other designated facilities (other than those indicated in Exhibit B); or (b)that the City desires to establish or change a location from which PEG programming is originated; or (c)that the City desires to upgrade the Connection to Grantee from an existing signal point of origination, the City will give Grantee written notice detailing the point of origination and the capability sought by the City. Grantee agrees to submit a cost estimate to implement the City’s plan within a reasonable period of time but not later than September 1st in the year proceeding the request for any costs exceeding Twenty-five Thousand and No/100 Dollars ($25,000). The cost estimate will be on a time and materials basis with no additional markup. After an agreement to reimburse Grantee for Grantee’s out of pocket time and material costs, Grantee will implement any necessary Cable System changes within a reasonable period of time. Nothing herein prevents the City, or a private contractor retained by the City, from constructing said return fiber. 7.14 PEG Access Channel Carriage. (a)Any and all costs associated with any modification of the PEG Access Channels or signals after the PEG Access Channels/signals leave the City’s designated playback facilities, or any designated playback center authorized by the City shall be borne entirely by Grantee. Grantee shall not cause any programming to override PEG programming on any PEG Access Channel, except by oral or written permission from the City, with the exception of emergency alert signals. (b)The City may request and Grantee shall provide an additional PEG Access Channel when the cumulative time on all the existing PEG Access Channels combined meets the following standard: whenever one of the PEG Access Channels in use during eighty percent (80%) of the weekdays, Monday through Friday, for eighty percent (80%) of the time during a consecutive three (3) hour period for six (6) weeks running, and there is a demand for use of an additional Channel for the same purpose, the Grantee has six (6) months in which to provide a new, PEG Access Channel for the same purpose; 24 8516661v1 8554784v1 provided that, the provision of the additional Channel or Channels does not require the Cable System to install Converters. (c)Only to the extent mandated by Applicable Law, the VHF spectrum shall be used for one (1) of the public, educational, or governmental specially designated PEG Access Channels. (d)The City or its designee shall be responsible for developing, implementing, interpreting, and enforcing rules for PEG Access Channel use. (e)The Grantee shall monitor the PEG Access Channels for technical quality to ensure that they meet FCC technical standards including those applicable to the carriage of PEG Access Channels, provided however, that the Grantee is not responsible for the production quality of PEG programming productions. The City, or its designee, shall be responsible for the production and quality of all PEG access programming. Grantee shall carry all components of the standard definition of PEG Access Channel including, but not limited to, closed captioning, stereo audio and other elements associated with the programming. 7.15 Access Channel Support. (a)No later than September 1, 2023, Grantee shall collect and remit to the City a minimum of one and one-half percent (1.5%) of Grantee’s Gross Revenues in support of PEG (“PEG Fee”) to be used by the City as permitted under Applicable Law. (b)The PEG Fee is not part of the Franchise Fee and instead falls within one (1) or more of the exceptions in 47 U.S.C. § 542, unless the PEG Fee may be categorized, itemized, and passed through to Subscribers as permissible, in accordance with 47 U.S.C. §542 or other Applicable Laws. (c)Grantee shall pay the PEG Fee to the City quarterly, on the same schedule as the payment of Franchise Fees as set forth in Section 16.1 of this Franchise. Grantee agrees that it will not offset or reduce its payment of past, present, or future Franchise Fees required as a result of its obligation to remit the PEG Fee. (d)Any PEG Fee amounts owing pursuant to this Franchise which remain unpaid more than twenty-five (25) Days after the date the payment is due shall be delinquent and shall thereafter accrue interest at twelve percent (12%) per annum or the prime lending rate published by the Wall Street Journal on the Day the payment was due plus two percent (2%), whichever is greater. 7.16 PEG Technical Quality and Support. (a)Grantee shall not be required to carry a PEG Access Channel in a higher quality format than that of the Channel signal delivered to Grantee, but Grantee shall not implement a change in the method of delivery of PEG Access Channels that results in a material degradation of signal quality or impairment of viewer reception of PEG Access Channels, provided that this requirement shall not prohibit Grantee from implementing 25 8516661v1 8554784v1 new technologies also utilized for commercial Channels carried on its Cable System. Grantee shall meet FCC signal quality standards when offering PEG Access Channels on its Cable System and shall continue to comply with closed captioning pass-through requirements. There shall be no significant deterioration in a PEG Access Channel signal from the point of origination upstream to the point of reception (hub or headend) or downstream to the Subscriber on the Cable System. (b)Within twenty-four (24) hours of a written request from City to the Grantee identifying a technical problem with a PEG Access Channel and requesting assistance, Grantee will provide technical assistance or diagnostic services to determine whether or not a problem with a PEG signal is the result of matters for which Grantee is responsible and if so, Grantee will take prompt corrective action. If the problem persists and there is a dispute about the cause, then the parties shall meet with engineering representation from Grantee and the City in order to determine the course of action to remedy the problem. 7.17 Access Channel Promotion. If a PEG Access Channel is relocated, Grantee shall notify the Commission, City and Subscribers of the relocation in a manner consistent with Grantee’s other normal Channel relocation notices. 7.18 Change in Technology. 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 to obtain new equipment in order to be compatible with such change for purposes of transport and delivery of the PEG Access Channels, Grantee shall, at its own expense and free of charge to City or its designated entities, purchase such equipment as may be necessary to facilitate the cablecasting of the PEG Access Channels in accordance with the requirements of the Franchise. 7.19 Relocation of Grantee’s Headend. In the event Grantee relocates its headend, Grantee will be responsible for replacing or restoring the existing dedicated fiber connections at Grantee’s cost so that all the functions and capacity remain available, operate reliably and satisfy all applicable technical standards and related obligations of the Franchise free of charge to the City or its designated entities. 7.20 Regional Channel Six. Grantee shall make available Regional Channel Six as long as it is required to do so by the State of Minnesota. 7.21 Government Access Channel Functionality. Grantee and City agree that City will continue to have the following capability on the government Access Channel: (a)City can insert live Council meetings from City Hall; (b)City can replay government access programming from City Hall; (c)City can transmit character generated programming; and (d)City can schedule to replay City-provided programming in pre-arranged time slots on the government PEG Access Channel. 26 8516661v1 8554784v1 7.22 Compliance with Minnesota Statutes Chapter 238. In addition to the requirements contained in this Section 7 of this Franchise, Grantee and City shall comply with the PEG requirements mandated by Minn. Stat. § 238.084. SECTION 8 REGULATORY PROVISIONS. 8.1 Intent. The City shall have the right to administer and regulate activities under the Franchise up to the full extent permitted by Applicable Law. 8.2 Delegation of Authority to Regulate. The City reserves the right to delegate its regulatory authority wholly or in part to agents of the City, including, but not limited to, an agency which may be formed to regulate several franchises in the region in a manner consistent with Applicable Laws. This may include but shall not be limited to the Commission or other entity as City may determine in its sole discretion. Any existing delegation in place at the time of the grant of this Franchise shall remain intact unless expressly modified by City. 8.3 Areas of Administrative Authority. (a)In addition to any other regulatory authority granted to the City by law or franchise, the City shall have administrative authority in the following areas: (i)Administering and enforcing the provisions of this Franchise, including the adoption of administrative rules and regulations to carry out this responsibility; and (ii)Coordinating the operation of PEG Access Channels; and (iii)Formulating and recommending long-range cable communications policy for the Franchise Area; and (iv)Disbursing and utilizing Franchise revenues paid to the City; and (v)Administering the regulation of rates, to the extent permitted by Applicable Law; and (vi)All other regulatory authority permitted under Applicable Law. (b)The City or its designee shall have continuing regulatory jurisdiction and supervision over the System and the Grantee’s operations under the Franchise to the extent allowed by Applicable Law. 8.4 Regulation of Rates and Charges. (a)Right to Regulate. The City reserves the right to regulate rates or charges for any Cable Service within the limits of Applicable Law, to enforce rate regulations prescribed by the FCC, and to establish procedures for said regulation or enforcement. 27 8516661v1 8554784v1 (b)Notice of Change in Rates and Charges. Throughout the term of this Franchise, Grantee shall give the City and all Subscribers within the City at least thirty (30) Days’ notice of any intended modifications or additions to Subscriber rates or charges. Nothing in this subsection shall be construed to prohibit the reduction or waiving of rates or charges in conjunction with promotional campaigns for the purpose of attracting Subscribers or users. (c)Rate Discrimination Prohibited. Within any category of Subscribers, Grantee shall not discriminate among Subscribers with regard to rates and charges made for any service based on considerations of race, color, creed, sex, marital or economic status, national origin, sexual preference, or (except as allowed by Applicable Law) neighborhood of residence, except as otherwise provided herein; and for purposes of setting rates and charges, no categorization of Subscribers shall be made by Grantee on the basis of those considerations. Nevertheless, Grantee shall be permitted to establish (1) discounted rates and charges for providing Cable Service to low-income, disabled, or low-income elderly Subscribers, (2) promotional rates, and (3) bulk rate and package discount pricing. SECTION 9 BOND. 9.1 Performance Bond. Upon the Effective Date of this Franchise and at all times thereafter Grantee shall maintain with City a bond in the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) in such form and with such sureties as shall be acceptable to City, conditioned upon the faithful performance by Grantee of this Franchise and the acceptance hereof given by City and upon the further condition that in the event Grantee shall fail to comply with any law, ordinance or regulation, there shall be recoverable jointly and severally from the principal and surety of the bond, any damages or losses suffered by City as a result, including the full amount of any compensation, indemnification or cost of removal of any property of Grantee, including a reasonable allowance for attorneys’ fees and costs (with interest at two percent (2%) in excess of the then prime rate), up to the full amount of the bond, and which bond shall further guarantee payment by Grantee of all claims and liens against City, or any public property, and taxes due to City, which arise by reason of the construction, operation, maintenance or use of the Cable System. 9.2 Rights. The rights reserved by City with respect to the bond are in addition to all other rights the City may have under this Franchise or any other law. 9.3 Reduction of Bond Amount. City may, in its sole discretion, reduce the amount of the bond. SECTION 10 SECURITY FUND 10.1 Security Fund. If there is an uncured breach by Grantee of a material provision of this Franchise or a pattern of repeated violations of any provision(s) of this Franchise, then Grantee shall, upon written request, establish and provide to the City, as security for the faithful 28 8516661v1 8554784v1 performance by Grantee of all of the provisions of this Franchise, a letter of credit from a financial institution satisfactory to the City in the amount of Twenty-five Thousand and No/100 Dollars ($25,000.00). In no event shall Grantee fail to post a Twenty-five Thousand and No/100 Dollar ($25,000.00) letter of credit within thirty (30) days receipt of a notice of franchise violation pursuant to this Section 10.1. Failure to post said letter of credit shall constitute a separate material violation of this Franchise unless the breach is cured within such thirty (30) Day period or longer period allowed under the Franchise. The letter of credit shall serve as a common security fund for the faithful performance by Grantee of all the provisions of this Franchise and compliance with all orders, permits and directions of the City and the payment by Grantee of any claim, liens, costs, expenses, and taxes due the City which arise by reason of the construction, operation or maintenance of the Cable System. Interest on this deposit shall be paid to Grantee by the bank on an annual basis. The security may be terminated by the Grantee upon the resolution of the alleged noncompliance. The obligation to establish the security fund required by this paragraph is unconditional. The fund must be established in those circumstances where Grantee disputes the allegation that it is not in compliance and maintained for the duration of the dispute. If Grantee fails to establish the security fund as required, the City may take whatever action is appropriate to require the establishment of that fund and may recover its costs, reasonable attorneys’ fees, and an additional penalty of Five Thousand and No/100 Dollars ($5,000) in that action. 10.2 Withdrawal of Funds. The security fund shall permit the City to withdraw funds upon demand (sight draft). Grantee shall not use the security fund for other purposes and shall not assign, pledge, or otherwise use this security fund as security for any purpose. 10.3 Restoration of Funds. Within ten (10) Days after notice to it that any amount has been withdrawn by the City from the security fund pursuant to Section 10.4 of this Franchise, Grantee shall deposit a sum of money sufficient to restore such security fund to the required amount. 10.4 Liquidated Damages. In addition to recovery of any monies owed by Grantee to City or damages to City 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 security fund the following liquidated damages: (a)For failure to provide data, documents, reports, or information or to cooperate with City during an application process or System review, the liquidated damage shall be Two Hundred Fifty and No/100 Dollars ($250.00) per Day for each Day, or part thereof, such failure occurs or continues. (b)For failure to comply with any of the provisions of this Franchise for which a penalty is not otherwise specifically provided pursuant to this Paragraph 10.4, the liquidated damage shall be Two Hundred Fifty and No/100 Dollars ($250.00) per Day for each Day, or part thereof, such failure occurs or continues. (c)Forty-five (45) Days following notice from City of a failure of Grantee to comply with construction, operation or maintenance standards, the liquidated damage 29 8516661v1 8554784v1 shall be Five Hundred and No/100 Dollars ($500.00) per Day for each Day, or part thereof, such failure occurs or continues. (d)For failure to provide the services Grantee has proposed, including but not limited to the implementation and the utilization of the Access Channels the liquidated damage shall be Two Hundred Fifty and No/100 Dollars ($250.00) per Day for each Day, or part thereof, such failure occurs or continues. 10.5 Each Violation a Separate Violation. Each violation of any provision of this Franchise shall be considered a separate violation for which separate liquidated damages can be imposed. 10.6 Maximum Draw Per Violation. Any liquidated damages for any given violation shall be imposed upon Grantee for a maximum of Twenty-five Thousand and No/100 Dollars ($25,000). If after that amount of draw from the security fund Grantee has not cured or commenced to cure the alleged breach to the satisfaction of the City, the City may pursue all other remedies. 10.7 Withdrawal of Funds to Pay Taxes. If Grantee fails to pay to the City any taxes due and unpaid; or fails to repay to the City, any damages, costs or expenses which the City shall be compelled to pay by reason of any act or default of the Grantee in connection with this Franchise; or fails, after thirty (30) Days’ notice of such failure by the City to comply with any provision of the Franchise which the City reasonably determines can be remedied by an expenditure of the security, the City may then withdraw such funds from the security fund. Payments are not Franchise Fees as defined in Section 16 of this Franchise. 10.8 Procedure for Draw on Security Fund. Whenever the City finds that Grantee has allegedly violated one (1) or more terms, conditions or provisions of this Franchise, a written notice shall be given to Grantee. The written notice shall describe in reasonable detail the alleged violation so as to afford Grantee an opportunity to remedy the violation. Grantee shall have thirty (30) Days subsequent to receipt of the notice in which to correct the violation before the City may require Grantee to make payment of damages, and further to enforce payment of damages through the security fund. Grantee may, within ten (10) Days of receipt of notice, notify the City that there is a dispute as to whether a violation or failure has, in fact, occurred. Such notice by Grantee shall specify with particularity the matters disputed by Grantee and shall stay the running of the above-described time. (a)City shall hear Grantee’s dispute at the next regularly scheduled or specially scheduled Council meeting. Grantee shall have the right to speak and introduce evidence. The City shall determine if Grantee has committed a violation and shall make written findings of fact relative to its determination. If a violation is found, Grantee may petition for reconsideration. (b)If after hearing the dispute, the claim is upheld by the City, then Grantee shall have thirty (30) Days within which to remedy the violation before the City may require payment of all liquidated damages due it. 30 8516661v1 8554784v1 10.9 Time for Correction of Violation. The time for Grantee to correct any alleged violation may be extended by the City if the necessary action to collect the alleged violation is of such a nature or character as to require more than thirty (30) Days within which to perform provided Grantee commences corrective action within fifteen (15) Days and thereafter uses reasonable diligence, as determined by the City, to correct the violation. 10.10 Grantee’s Right to Pay Prior to Security Fund Draw. Grantee shall have the opportunity to make prompt payment of any assessed liquidated damages and if Grantee fails to promptly remit payment to the City, the City may resort to a draw from the security fund in accordance with the terms of this Franchise. 10.11 Failure to so Replenish Security Fund. If any security fund is not so replaced, City may draw on said security fund for the whole amount thereof and hold the proceeds, without interest, and use the proceeds to pay costs incurred by City in performing and paying for any or all of the obligations, duties and responsibilities of Grantee under this Franchise that are not performed or paid for by Grantee pursuant hereto, including attorneys’ fees incurred by the City in so performing and paying. The failure to so replace any security fund may also, at the option of City, be deemed a default by Grantee under this Franchise. The drawing on the security fund 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. 10.12 Collection of Funds Not Exclusive Remedy. The collection by City of any damages or monies from the security fund shall not affect any other right or remedy available to City, nor shall any act, or failure to act, by City pursuant to the security fund, be deemed a waiver of any right of City pursuant to this Franchise or otherwise. Notwithstanding this section, however, should the City elect to impose liquidated damages, that remedy shall remain the City’s exclusive remedy up to Twenty-five Thousand and No/100 Dollars set forth in Section 10.6. SECTION 11 DEFAULT 11.1 Basis for Default. City shall give written notice of default to Grantee if City, in its sole discretion, determines that Grantee has: (a)Violated any material provision of this Franchise or the acceptance hereto or any rule, order, regulation or determination of the City, state or federal government, not in conflict with this Franchise; or (b)Attempted to evade any material provision of this Franchise or the acceptance hereof; or (c)Practiced any fraud or deceit upon City or Subscribers resulting in material harm; or (d)Made a material misrepresentation of fact in the application for or negotiation of this Franchise. 31 8516661v1 8554784v1 11.2 Default Procedure. If Grantee fails to cure such default within thirty (30) Days after the giving of such notice (or if such default is of such a character as to require more than thirty (30) Days within which to cure the same, and Grantee fails to commence to cure the same within said thirty (30) Day period and thereafter fails to use reasonable diligence, in City’s sole opinion, to cure such default as soon as possible), then, and in any event, such default shall be a substantial breach and City may elect to terminate the Franchise. The City may place the issue of revocation and termination of this Franchise before the governing body of City at a regular meeting. If City decides there is cause or reason to terminate, the following procedure shall be followed: (a)City shall provide Grantee with a written notice of the reason or cause for proposed termination and shall allow Grantee a minimum of thirty (30) Days subsequent to receipt of the notice in which to correct the default. (b)Grantee shall be provided with an opportunity to be heard at a public hearing prior to any decision to terminate this Franchise. (c)If, after notice is given and an opportunity to cure, at Grantee’s option, a public hearing is held, and the City determines there was a violation, breach, failure, refusal or neglect, the City may declare by resolution the Franchise revoked and of no further force and effect unless there is compliance within such period as the City may fix, such period may not be less than thirty (30) Days provided no opportunity for compliance need be granted for fraud or misrepresentation. 11.3 Mediation. If the Grantee and City are unable to resolve a dispute through informal negotiations during the period of thirty (30) Days following the submission of the claim giving rise to the dispute by one (1) party to the other, then unless that claim has been waived as provided in the Franchise, such claim may be subject to mediation if jointly agreed upon by both parties. Unless the Grantee and City mutually agree otherwise, such mediation shall be in accordance with the rules of the American Arbitration Association currently in effect at the time of the mediation. A party seeking mediation shall file a request for mediation with the other party to the Franchise and with the American Arbitration Association. The request may be made simultaneously with the filing of a complaint, but, in such event, mediation shall proceed in advance of legal proceedings only if the other party agrees to participate in mediation. Mutually agreed upon mediation shall stay other enforcement remedies of the parties for a period of ninety (90) Days from the date of filing, unless stayed for a longer period by agreement of the Grantee and City. The Grantee and City shall each pay one-half of the mediator’s fee and any filing fees. The mediation shall be held in the City unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. Nothing herein shall serve to modify or on any way delay the franchise enforcement process set forth in Section 10 of this Franchise. 11.4 Failure to Enforce. Grantee shall not be relieved of any of its obligations to comply promptly with any provision of the Franchise by reason of any failure of the City to enforce prompt compliance, and City’s failure to enforce shall not constitute a waiver of rights or acquiescence in Grantee’s conduct. 32 8516661v1 8554784v1 11.5 Compliance with the 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 (1) year after they become effective, unless otherwise stated, and shall conform to federal laws and regulations regarding cable as they become effective. (b)If any term, condition or provision of this Franchise or the application thereof to any Person or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder hereof and the application of such term, condition or provision to Persons or circumstances other than those as to whom it shall be held invalid or unenforceable shall not be affected thereby, and this Franchise and all the terms, provisions and conditions hereof shall, in all other respects, continue to be effective and complied with provided the loss of the invalid or unenforceable clause does not substantially alter the agreement between the parties. In the event such law, rule or regulation is subsequently repealed, rescinded, amended, or otherwise changed so that the provision which had been held invalid or modified is no longer in conflict with the law, rules, and regulations then in effect, said provision shall thereupon return to full force and effect and shall thereafter be binding on Grantee and City. SECTION 12 FORECLOSURE AND RECEIVERSHIP 12.1 Foreclosure. Upon the foreclosure or other judicial sale of the Cable System, Grantee shall notify the City of such fact and such notification shall be treated as a notification that a change in control of Grantee has taken place, and the provisions of this Franchise governing the consent to transfer or change in ownership shall apply without regard to how such transfer or change in ownership occurred. 12.2 Receivership. The City shall have the right to cancel this Franchise subject to any applicable provisions of state law, including the Bankruptcy Act, one hundred twenty (120) Days after the appointment of a receiver or trustee to take over and conduct the business of Grantee, whether in receivership, reorganization, bankruptcy, or other action or proceeding, unless such receivership or trusteeship shall have been vacated prior to the expiration of said one hundred twenty (120) Days, or unless: (a)Within one hundred twenty (120) Days after his election or appointment, such receiver or trustee shall have fully complied with all the provisions of this Franchise and remedied all defaults thereunder; and (b)Such receiver or trustee, within said one hundred twenty (120) Days, shall have executed an agreement, duly approved by the Court having jurisdiction in the 33 8516661v1 8554784v1 premises, whereby such receiver or trustee assumes and agrees to be bound by each and every provision of this Franchise. SECTION 13 REPORTING REQUIREMENTS 13.1 Quarterly Reports. Within forty-five (45) calendar days after the end of each calendar quarter, Grantee shall submit to the City along with its Franchise Fee payment a report showing the basis for computation of the Franchise Fee and PEG Fee payments, signed by an authorized representative of Grantee, in form and substance substantially equivalent to Exhibit C attached hereto. This report shall separately indicate Grantee’s Gross Revenues within the City including, but not limited to such items as listed in the definition of “Gross Revenues” at Section 1.23 of this Franchise. 13.2 Monitoring and Compliance Reports. Upon request, but no more than once a year, Grantee shall provide a written report of any and all FCC technical performance tests for the residential network required in FCC Rules and Regulations as now or hereinafter constituted. In addition, Grantee shall provide City with copies of reports of the semi-annual test and compliance procedures established by this Franchise no later than thirty (30) Days after the completion of each series of tests. 13.3 Other Reports. Upon request of the City and in no event later than thirty (30) Days from the date of receipt of such request, Grantee shall, free of charge, prepare and furnish to the City, at the times and in the form prescribed, such additional reports with respect to its operation, affairs, transactions, or property, as may be reasonably necessary to ensure compliance with the terms of this Franchise. Grantee and City may in good faith agree upon taking into consideration Grantee’s need for the continuing confidentiality as prescribed herein. Neither City nor Grantee shall unreasonably demand or withhold information requested pursuant with the terms of this Franchise. 13.4 Confidential and Trade Secret Information. Grantee acknowledges that information submitted by Grantee to the City may be subject to the Minnesota Government Data Practices Act (“MGDPA”) pursuant to Minn. Stat. Ch. 13. The City shall follow all Applicable Laws and procedures for protecting any confidential and trade secret information of Grantee that may be provided to City. Grantee acknowledges that the City shall at all times comply with the MGDPA related to the release of information and nothing herein shall be read to modify the City’s obligations under the MGDPA. 13.5 Communications with Regulatory Agencies. (a)Upon written request, Grantee shall submit to City copies of any pleading, applications, notifications, communications, and documents of any kind, submitted by Grantee or its Affiliates to any federal, state, or local courts, regulatory agencies and other government bodies if such documents directly relate to the operations of Grantee’s Cable System within the Franchise Area. Grantee shall submit such documents to City no later than thirty (30) Days after receipt of City’s request. Grantee shall not claim confidential, privileged, or proprietary rights to such documents unless under federal, 34 8516661v1 8554784v1 state, or local law such documents have been determined to be confidential by a court of competent jurisdiction, or a federal or state agency. With respect to all other reports, documents and notifications provided to any federal, state, or local regulatory agency as a routine matter in the due course of operating Grantee’s Cable System within the Franchise Area, Grantee shall make such documents available to City upon City’s written request. (b)In addition, Grantee and its Affiliates shall within ten (10) Days of any communication to or from any judicial or regulatory agency regarding any alleged or actual violation of this Franchise, City regulation or other requirement relating to the System, use its best efforts to provide the City a copy of the communication, whether specifically requested by the City to do so or not. SECTION 14 CUSTOMER SERVICE POLICIES 14.1 Response to Customers and Cooperation with City. Grantee shall promptly respond to all requests for service, repair, installation, and information from Subscribers. Grantee acknowledges the City’s interest in the prompt resolution of all cable complaints and shall work in close cooperation with the City to resolve complaints. Grantee will continue to maintain an “escalated complaint process” to address unresolved complaints from Subscribers. A team of specifically identified employees of Grantee shall be available to the City and the Commission via email and telephone for reporting issues. These specifically identified employees of Grantee will have the ability to take actions to resolve Subscriber complaints relating to billing, property or service restoration, technical appointments, or any other Subscriber matters when necessary. Grantee will follow-up with the City or the Commission in writing by email (and by phone when necessary) with a summary of the results of the complaint(s). 14.2 Definition of “Complaint.” For the purposes of Section 14.1 and 14.4 only, the word “complaint” shall mean any communication to the Commission or the City by a Subscriber, and thereafter reported to the Grantee, expressing dissatisfaction with any service, performance, or lack thereof, by Grantee under the obligations of this Franchise. 14.3 Customer Service Agreement and Written Information. Grantee shall provide to Subscribers a comprehensive service agreement and information in writing for use in establishing Subscriber service. Written information shall, at a minimum, contain the following information: (a)Services to be provided and rates for such services. (b)Billing procedures. (c)Service termination procedure. (d)Change in service notifications. (e)Liability specifications. 35 8516661v1 8554784v1 (f)Converter/Subscriber terminal equipment policy. (g)Breach of Franchise specification. (h)How complaints are handled including Grantee’s procedure for investigation and resolution of Subscriber complaints. (i)The name, address, and phone number of the Person identified by the City as responsible for handling cable questions and complaints for the City. This information shall be prominently displayed, and Grantee shall submit the information to the City for review and approval as to its content and placement on Subscriber billing statements. A copy of the written information shall be provided to each Subscriber at the time of initial connection and any subsequent reconnection. 14.4 Reporting Complaints. (a)The requirements of this Section 14.4 shall be subject to federal law regarding Subscriber privacy. Grantee shall maintain all Subscriber data available for City inspection. Subscriber data shall include the date, name, address, telephone number of Subscriber complaints as well as the subject of the complaint, date and type of action taken to resolve the complaint, any additional action taken by Grantee or the Subscriber. The data shall be maintained in a way that allows for simplified access of the data by the City. (b)Subject to federal law and upon reasonable request by the City, Grantee shall, within a reasonable amount of time, provide City with such Subscriber data for its review. 14.5 Customer Service Standards. (a)The City hereby adopts the customer service standards set forth in Part 76, §76.309 of the FCC’s rules and regulations, as amended. (b)Grantee shall, upon request, which request shall include the reason for the request (such as complaints received or other reasonable evidence of concern), provide City with information which shall describe in detail Grantee’s compliance with each and every term and provision of this Section 14.5. (c)Grantee shall comply in all respects with the customer service requirements established by the FCC and those set forth herein. To the extent that this Franchise imposes requirements greater than those established by the FCC, Grantee reserves whatever rights it may have to recover the costs associated with compliance in any manner consistent with Applicable Law. 14.6 Local Office. Grantee shall maintain a convenient local customer service and bill payment location for matters such as receiving Subscriber payments, handling billing questions, equipment replacement and customer service information. 36 8516661v1 8554784v1 14.7 Cable System office hours and telephone availability. Grantee shall comply with the standards and requirements for customer service set forth in Section 14.5 – 14.21 during the term of this Franchise. (a)Grantee will maintain a local, toll-free or collect call telephone access line which will be available to its Subscribers twenty-four (24) hours a Day, seven (7) Days a week. (i)Trained Grantee representatives will be available to respond to customer telephone inquiries during Normal Business Hours. (ii)After Normal Business Hours, the access line may be answered by a service or an automated response system, including an answering machine. Inquiries received after Normal Business Hours must be responded to by a trained Grantee representative on the next business Day. (b)Under Normal Operating Conditions, telephone answer time by a customer representative, including wait time, shall not exceed thirty (30) seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed thirty (30) seconds. These standards shall be met no less than ninety percent (90%) of the time under Normal Operating Conditions, measured on a quarterly basis. (c)Grantee shall not be required to acquire equipment or perform surveys to measure compliance with the telephone answering standards above unless an historical record of complaints indicates a clear failure to comply. (d)Under Normal Operating Conditions, the customer will receive a busy signal less than three percent (3%) of the time. (e)Customer service center and bill payment locations will be open at least during Normal Business Hours and will be conveniently located. (f)The Grantee shall utilize such equipment and software and keep such records as are necessary or required to enable the City and Commission to determine whether the Grantee is complying with all telephone answering standards required by applicable customer service regulations and laws, as amended from time to time. The Grantee shall provide the Commission with a quarterly report documenting Grantee’s compliance with this Section 14.7 as is the current practice 14.8 Installations, Outages and Service Calls. Under Normal Operating Conditions, each of the following standards will be met no less than ninety-five percent (95%) of the time measured on a quarterly basis: (a)Standard Installations will be performed within seven (7) business days after an order has been placed. “Standard” Installations are those that are located up to one hundred twenty-five (125) feet from the existing distribution system as more specifically set forth in Section 6.6(c). 37 8516661v1 8554784v1 (b)Excluding conditions beyond the control of Grantee, Grantee will begin working on “Service Interruptions” promptly and in no event later than twenty-four (24) hours after the interruption becomes known. Grantee must begin actions to correct other Service problems the next business Day after notification of the Service problem. (c)The “appointment window” alternatives for Installations, Service calls, and other Installation activities will be either a specific time or, at maximum, a four (4) hour time block during Normal Business Hours. (Grantee may schedule Service calls and other Installation activities outside of Normal Business Hours for the express convenience of the customer.) (d)Grantee may not cancel an appointment with a customer after the close of business on the business Day prior to the scheduled appointment. (e)If Grantee’s representative is running late for an appointment with a customer and will not be able to keep the appointment as scheduled, the customer will be contacted. The appointment will be rescheduled, as necessary, at a time which is convenient for the customer. 14.9 Communications between Grantee and Subscribers. (a)Refunds. Refund checks will be issued promptly, but no later than either: (i)The customer’s next billing cycle following resolution of the request or thirty (30) Days, whichever is earlier, or (ii)The return of the equipment supplied by Grantee if Cable Service is terminated. (b)Credits. Credits for Cable Service will be issued no later than the customer’s next billing cycle following the determination that a credit is warranted. 14.10 Billing: (a)Consistent with 47 C.F.R. § 76.1619, bills will be clear, concise and understandable. Bills must be fully itemized, with itemizations including, but not limited to, Basic Cable Service and premium Cable Service charges and equipment charges. Bills will also clearly delineate all activity during the billing period, including optional charges, rebates and credits. (b)In case of a billing dispute, Grantee must respond to a written complaint from a Subscriber within thirty (30) Days. 14.11 Subscriber Information. (a)Grantee will provide written information on each of the following areas at the time of Installation of Service, at least annually to all Subscribers, and at any time upon request: 38 8516661v1 8554784v1 (i)Products and Services offered; (ii)Prices and options for programming services and conditions of subscription to programming and other services; (iii)Installation and Service maintenance policies; (iv)Instructions on how to use the Cable Service; (v)Channel positions of programming carried on the System; and (vi)Billing and complaint procedures, including the address and telephone number of the City’s cable office. (b)Subscribers shall be advised of the procedures for resolution of complaints about the quality of the television signal delivered by Grantee, including the address of the responsible officer of the City. Subscribers will be notified of any changes in rates, programming services or Channel positions as soon as possible in writing. Notice must be given to Subscribers a minimum of thirty (30) Days in advance of such changes if the change is within the control of Grantee. In addition, Grantee shall notify Subscribers thirty (30) Days in advance of any significant changes in the information required by this Section 14.11. 14.12 Notice or Rate Programming Change. In addition to the requirement of this Section 14.12 regarding advance notification to Subscribers of any changes in rates, programming services or Channel positions, Grantee shall give thirty (30) Days written notice to both Subscribers and the City before implementing any rate or Service change. Such notice shall state the precise amount of any rate change and briefly explain in readily understandable fashion the cause of the rate change (e.g., inflation, change in external costs or the addition/deletion of Channels). When the change involves the addition or deletion of Channels, each Channel added or deleted must be separately identified. For purposes of the carriage of digital broadcast signals, Grantee need only identify for Subscribers, the television signal added and not whether that signal may be multiplexed during certain dayparts. 14.13 Subscriber Contracts. Grantee shall, upon written request, provide the City with any standard form residential 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 standard form Subscriber contract(s) shall be available for public inspection during Normal Business Hours. A list of Grantee’s current Subscriber rates and charges for Cable Service shall be maintained on file with City and shall be available for public inspection. 14.14 Refund Policy. If a Subscriber’s Cable Service is interrupted or discontinued, without cause, for twenty-four (24) or more consecutive hours, Grantee shall, upon request by the Subscriber, credit such Subscriber pro rata for such interruption. For this purpose, every month will be assumed to have thirty (30) Days. 39 8516661v1 8554784v1 14.15 Late Fees. Grantee shall comply with all Applicable Laws with respect to any assessment, charge, cost, fee or sum, however characterized, that Grantee imposes upon a Subscriber for late payment of a bill. The City reserves the right to enforce Grantee’s compliance with all Applicable Laws to the maximum extent legally permissible. 14.16 Disputes. All Subscribers and members of the general public may direct complaints, regarding Grantee’s Service or performance to the chief administrative officer of the City or the chief administrative officer’s designee, which may be a board or a commission of the City. 14.17 Subscriber Bills. Subscriber bills shall be designed in such a way as to present the information contained therein clearly and comprehensibly to Subscribers, and in a way that (A) is not misleading and (B) does not omit material information. Grantee may, in its sole discretion, consolidate costs on Subscriber bills as may otherwise be permitted by Section 622(c) of the Cable Act (47 U.S.C. §542(c)). 14.18 Failure to Resolve Complaints. Grantee shall resolve a complaint within thirty (30) Days in a manner deemed reasonable by the City under the terms of this Franchise. 14.19 Notification of Complaint Procedure. Grantee shall have printed clearly and prominently on each Subscriber bill and in the customer service agreement provided for in Section 14.3, the twenty-four (24) hour Grantee phone number for Subscriber complaints. Additionally, Grantee shall provide information to customers concerning the procedures to follow when they are unsatisfied with measures taken by Grantee to remedy their complaint. This information will include the phone number of the City office or Person designated to handle complaints. Additionally, Grantee shall state that complaints should be made to Grantee prior to contacting the City. 14.20 Subscriber Privacy. (a)To the extent required by Minn. Stat. §238.084 Subd. 1(s) Grantee shall comply with the following: (i)No signals including signals of a Class IV Channel may be transmitted from a Subscriber terminal for purposes of monitoring individual viewing patterns or practices without the express written permission of the Subscriber. The request for permission must be contained in a separate document with a prominent statement that the Subscriber is authorizing the permission in full knowledge of its provisions. 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 permission. The permission shall be revocable at any time by the Subscriber without penalty of any kind whatsoever. (ii)No information or data obtained by monitoring transmission of a signal from a Subscriber terminal, including but not limited to 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 40 8516661v1 8554784v1 Grantee or its agents for Grantee’s business use, and also to the Subscriber subject of that information, unless Grantee has received specific written permission from the Subscriber to make such data available. The request for permission must be contained in a separate document with a prominent statement that the Subscriber is authorizing the permission in full knowledge of its provisions. 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 permission. The permission shall be revocable at any time by the Subscriber without penalty of any kind whatsoever. (iii)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 (ii) of this section. 14.21 Grantee Identification. Grantee shall provide all customer service technicians and all other Grantee employees entering private property with appropriate picture identification so that Grantee employees may be easily identified by the property owners and Subscribers. SECTION 15 SUBSCRIBER PRACTICES 15.1 Subscriber Rates. There shall be no charge for disconnection of any installation or outlet. If any Subscriber fails to pay a properly due monthly Subscriber fee, or any other properly due fee or charge, Grantee may disconnect the Subscriber’s service outlet, provided, however, that such disconnection shall not be affected until after the later of: (i) forty-five (45) Days after the original due date of said delinquent fee or charge; or (ii) ten (10) Days after delivery to Subscriber of written notice of the intent to disconnect. If a Subscriber pays before expiration of the later of (i) or (ii), Grantee shall not disconnect. After disconnection, upon payment in full of the delinquent fee or charge and the payment of a reconnection charge, Grantee shall promptly reinstate the Subscriber’s Cable Service. 15.2 Refunds to Subscribers shall be made or determined in the following manner: (a)If Grantee fails, upon request by a Subscriber, to provide any service then being offered, Grantee shall promptly refund all deposits or advance charges paid for the service in question by said Subscriber. This provision does not alter Grantee’s responsibility to Subscribers under any separate contractual agreement or relieve Grantee of any other liability. (b)If any Subscriber terminates any monthly service because of failure of Grantee to render the service in accordance with this Franchise, Grantee shall refund to such Subscriber the proportionate share of the charges paid by the Subscriber for the services not received. This provision does not relieve Grantee of liability established in other provisions of this Franchise. 41 8516661v1 8554784v1 (c)If any Subscriber terminates any monthly service prior to the end of a prepaid period, a proportionate amount of any prepaid Subscriber service fee, using the number of days as a basis, shall be refunded to the Subscriber by Grantee. SECTION 16 COMPENSATION AND FINANCIAL PROVISIONS. 16.1 Franchise Fees. (a)During the term of the Franchise, Grantee shall pay to the City a Franchise Fee of five percent (5%) of Gross Revenues. If any such law, regulation, or valid rule alters the five percent (5%) Franchise Fee ceiling enacted by the Cable Act, then the City shall have the authority to (but shall not be required to) increase the Franchise Fee, accordingly, provided such increase is for purposes not inconsistent with Applicable Law. (b)In the event Grantee bundles or combines Cable Services (which are subject to the Franchise Fee) with non-Cable Services (which are not subject to the Franchise Fee) so that Subscribers pay a single fee for more than one (1) class of service resulting in a discount on Cable Services, Grantee agrees that for the purpose of calculation of the Franchise Fee, it shall allocate to Cable Service revenue no less than a pro rata share of the revenue received for the bundled or combined services. The pro rata share shall be computed on the basis of the published charge for each service in the bundled or combined classes of services when purchased separately. (c)Franchise Fees shall be paid quarterly not later than forty-five (45) Days following the end of a given quarter. In accordance with Section 16 of this Franchise, Grantee shall file with the City a Franchise Fee payment worksheet, attached as Exhibit C, signed by an authorized representative of Grantee, which identifies Gross Revenues earned by Grantee during the period for which payment is made. No acceptance of any payment shall be construed as an accord that the amount paid is, in fact, the correct amount, nor shall such acceptance of payment be construed as a release of any claim which the City may have for further or additional sums payable under the provisions of this section. (d)Neither current nor previously paid Franchise Fees shall be subtracted from the Gross Revenue amount upon which Franchise Fees are calculated and due for any period, unless otherwise required by Applicable Law. (e)Any Franchise Fees owing pursuant to this Franchise which remain unpaid more than forty-five (45) Days after the dates specified herein shall be delinquent and shall thereafter accrue interest at twelve percent (12%) per annum or two percent (2%) above prime lending rate as quoted by the Wall Street Journal, whichever is greater. 16.2 Auditing and Financial Records. Throughout the term of this Franchise, the Grantee agrees that the City, upon reasonable prior written notice of twenty (20) Days to the Grantee, may review such of the Grantee’s books and records regarding the operation of the Cable System and the provision of Cable Service in the Franchise Area which are reasonably 42 8516661v1 8554784v1 necessary to monitor and enforce Grantee’s compliance with the provisions of this Franchise. Grantee shall provide such requested information as soon as possible and in no event more than thirty (30) Days unless Grantee explains that it is not feasible to meet this timeline and provides a written explanation for the delay and an estimated reasonable date for when such information will be provided. All such documents pertaining to financial matters that may be the subject of an inspection by the City shall be retained by the Grantee for a minimum period of six (6) years, pursuant to Minn. Stat. § 541.05. The Grantee shall not deny the City access to any of the Grantee’s records on the basis that the Grantee’s records are under the control of any parent corporation, Affiliated Entity or a third party. The City may request in writing copies of any such records or books that are reasonably necessary, and the Grantee shall provide such copies within thirty (30) Days of the receipt of such request. One (1) copy of all reports and records required under this or any other section shall be furnished to the City at the sole expense of the Grantee. If the requested books and records are too voluminous, or for security reasons cannot be copied or removed, then the Grantee may request, in writing within ten (10) Days of receipt of such request, that the City inspect them at the Grantee’s local offices or at one of Grantee’s offices more convenient to City or its duly authorized agent. If any books or records of the Grantee are not kept in such office and not made available in copies to the City upon written request as set forth above, and if the City determines that an examination of such records is necessary for the enforcement of this Franchise, then all reasonable travel expenses incurred in making such examination shall be paid by the Grantee. 16.3 Review of Record Keeping Methodology. Grantee agrees to meet with representative of the City upon request to review its methodology of record-keeping, financial reporting, computing Franchise Fee obligations, and other procedures the understanding of which the City deems necessary for understanding the meaning of reports and records. 16.4 Audit of Records. The City or its authorized agent may at any time and at the City’s own expense conduct an independent audit of the revenues of Grantee in order to verify the accuracy of Franchise Fees or PEG Fees paid to the City under this Franchise. Grantee and each parent company of Grantee shall cooperate fully in the conduct of such audit. In the event it is determined through such audit that Grantee has underpaid Franchise Fees in an amount of five percent (5%) or more than was due the City, then Grantee shall reimburse the City for the entire cost of the audit within thirty (30) days of the completion and acceptance of the audit by the City. 16.5 Records to be reviewed. The City agrees to request access to only those books and records, in exercising its rights under this section, which it deems reasonably necessary for the enforcement and administration of the Franchise. 16.6 Indemnification by Grantee. Grantee shall, at its sole expense, fully indemnify, defend and hold harmless the City, and in their capacity as such, the officers and employees thereof, from and against any and all claims, suits, actions, liability and judgments for damage or otherwise except those arising wholly from negligence on the part of the City or its employees; for actual or alleged injury to persons or property, including loss of use of property due to an occurrence, whether or not such property is physically damaged or destroyed, in any way arising out of or through or alleged to arise out of or through the acts or omissions of Grantee or its officers, agents, employees, or contractors or to which Grantee’s or its officers, agents, 43 8516661v1 8554784v1 employees or contractors acts or omissions in any way contribute, and whether or not such acts or omissions were authorized or contemplated by this Franchise or Applicable Law; arising out of or alleged to arise out of any claim for damages for Grantee’s invasion of the right of privacy, defamation of any Person, firm or corporation, or the violation of infringement of any copyright, trademark, trade name, service mark or patent, or of any other right of any Person, firm or corporation; arising out of or alleged to arise out of Grantee’s failure to comply with the provisions of any Applicable Law. Nothing herein shall be deemed to prevent the City, its officers, or its employees from participating in the defense of any litigation by their own counsel at such parties’ expense. Such participation shall not under any circumstances relieve Grantee from its duty of defense against liability or of paying any judgment entered against the City, its officers, or its employees. 16.7 Grantee Insurance. Upon the Effective Date, Grantee shall, at its sole expense take out and maintain during the term of this Franchise public liability insurance with a company licensed to do business in the State of Minnesota with a rating by A.M. Best & Co. of not less than “A-” that shall protect the Grantee, City and its officials, officers, directors, employees and agents from claims which may arise from operations under this Franchise, whether such operations be by the Grantee, its officials, officers, directors, employees and agents or any subcontractors of Grantee. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from Grantee’s vehicles, products, and operations. The amount of insurance for single limit coverage applying to bodily and personal injury and property damage shall not be less than Three Million and No/100 Dollars ($3,000,000.00). The liability policy shall include: (a)The policy shall provide coverage on an “occurrence” basis. (b)The policy shall cover personal injury as well as bodily injury. (c)The policy shall cover blanket contractual liability subject to the standard universal exclusions of contractual liability included in the carrier’s standard endorsement as to bodily injuries, personal injuries and property damage. (d)Broad form property damage liability shall be afforded. (e)City shall be named as an additional insured on the policy. (f)An endorsement shall be provided which states that the coverage is primary insurance with respect to claims arising from Grantee’s operations under this Franchise and that no other insurance maintained by the City will be called upon to contribute to a loss under this coverage. (g)Standard form of cross-liability shall be afforded. (h)An endorsement stating that the policy shall not be canceled without thirty (30) Days’ notice of such cancellation given to City (i)City reserves the right to adjust the insurance limit coverage requirements of this Franchise no more than once every three (3) years. Any such adjustment by City 44 8516661v1 8554784v1 will be no greater than the increase in the State of Minnesota Consumer Price Index (all consumers) for such three (3) year period. (j)Upon the Effective Date, Grantee shall submit to City a certificate documenting the required insurance, as well as any necessary properly executed endorsements. The certificate and documents evidencing insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Grantee has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such endorsements or certificates or other evidence of insurance, or to advise Grantee of any deficiencies in such documents and receipt thereof shall not relieve Grantee from, nor be deemed a waiver of, City’s right to enforce the terms of Grantee’s obligations hereunder. City reserves the right to examine any policy provided for under this paragraph or to require further documentation reasonably necessary to form an opinion regarding the adequacy of Grantee’s insurance coverage. SECTION 17 MISCELLANEOUS PROVISIONS. 17.1 Posting and Publication. The Summary of Ordinance for Publication (“Summary”) attached hereto as Exhibit D shall be published at least once in the official newspaper of the City. Grantee shall assume the cost of posting and publication of the Summary as such posting and publication is required by law and such is payable upon Grantee’s filing of acceptance of this Franchise. 17.2 Guarantee of Performance. Grantee agrees that it enters into this Franchise voluntarily in order to secure and in consideration of the grant from the City of a ten (10) year Franchise. Performance pursuant to the terms and conditions of this Franchise is guaranteed by Grantee. 17.3 Entire Agreement. This Franchise contains the entire agreement between the parties, supersedes all prior agreements or proposals except as specifically set forth herein, and cannot be changed orally but only by an instrument in writing executed by the parties. 17.4 Consent. Wherever the consent or approval of either Grantee or the City is specifically required in this agreement, such consent or approval shall not be unreasonably withheld. 17.5 Prior Franchise Terminated. The cable television franchise as originally granted by Ordinance No. 2012-10 is hereby terminated. 17.6 Franchise Acceptance. No later than forty-five (45) Days following City Council approval of this Franchise, Grantee shall accept and return to the City an executed Franchise along with performance bonds, security funds, and evidence of insurance, all as provided in this Franchise. In the event Grantee fails to accept this Franchise, or fails to provide the required documents, this Franchise shall be null and void. The Grantee agrees that despite the fact that its written acceptance may occur after the Effective Date, the obligations of this Franchise shall become effective on February 1, 2023. 45 8516661v1 8554784v1 17.7 Amendment of Franchise. 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 2.6 or at any other time if City and Grantee agree that such an amendment will be in the public interest or if such an amendment is required due to changes in Applicable Laws; provided, however, nothing herein shall restrict City’s exercise of its police powers. 17.8 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 the Grantee or the City’s administrator of this Franchise during Normal Business Hours 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: To the City: City Manager, City of Richfield 6700 Portland Avenue Richfield, MN 55423 To the Grantee: Comcast Regional Vice President of Operations 10 River Park Place St. Paul, MN 55107 Such addresses may be changed by either party upon notice to the other party given as provided in this section. Recognizing the widespread usage and acceptance of electronic forms of communication, emails and faxes will be acceptable as formal notification related to the conduct of general business amongst the parties to this contract, including but not limited to programming and price adjustment communications. Such communication should be addressed and directed to the Person of record as specified above. 17.9 Force Majeure. In the event that either party is prevented or delayed in the performance of any of its obligations, under this Franchise by reason of acts of God, floods, fire, hurricanes, tornadoes, earthquakes, or other unavoidable casualties, insurrection, war, riot, vandalism, strikes, delays in receiving permits where it is not the fault of Grantee, public easements, sabotage, acts or omissions of the other party, or any other similar event beyond the reasonable control of that party, it shall have a reasonable time under the circumstances to perform such obligation under this Franchise, or to procure a substitute for such obligation to the reasonable satisfaction of the other party. 17.10 Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations and conditions as if the work were performed by Grantee. Grantee shall be responsible for all work performed by its contractors and subcontractors, and others performing work on its behalf as if the work were performed by it and shall ensure that all such work is performed in compliance with this Franchise, the City Code and other Applicable Law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is Grantee’s responsibility to ensure that contractors, subcontractors or other Persons performing work on Grantee’s behalf are familiar with the 46 8516661v1 8554784v1 requirements of this Franchise, the City Code and other Applicable Laws governing the work performed by them. 17.11 Governing Law. This Franchise is made pursuant to Minnesota Statutes Chapter 238 and the City Code and is intended to comply with all requirements set forth therein. This Franchise shall be deemed to be executed in the State of Minnesota, and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the laws of the State of Minnesota, as applicable to contracts entered into and performed entirely within the state. 17.12 Nonenforcement by City. Grantee shall not be relieved of its obligation to comply with any of the provisions of this Franchise by reason of any failure of the City or to enforce prompt compliance. 17.13 Captions. The paragraph captions and headings in this Franchise are for convenience and reference purposes only and shall not affect in any way the meaning of interpretation of this Franchise. 17.14 Calculation of Time. Where the performance or doing of any act, duty, matter, payment or thing is required hereunder and the period of time or duration for the performance is prescribed and fixed herein, the time shall be computed so as to exclude the first and include the last Day of the prescribed or fixed period or duration of time. When the last Day of the period falls on Saturday, Sunday, or a legal holiday, that Day shall be omitted from the computation and the next business Day shall be the last Day of the period. 17.15 No Waiver. All rights and remedies given to the City by this Franchise or retained by the 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 the 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 the 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. 17.16 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 the City has the power to make the terms and conditions contained in this Franchise. 17.17 Survival of Terms. Upon the termination or forfeiture of the Franchise, Grantee shall no longer have the right to occupy the Streets for the purpose of providing Cable Service. However, Grantee’s obligations to the City (other than the obligation to provide service to Subscribers) shall survive according to their terms. 47 8516661v1 8554784v1 17.18 Competitive Equity (a)The City reserves the right to grant additional franchises or similar authorizations to provide Cable Services or Video Programming services via Cable Systems or other Wireline MVPDs. The City intends to treat Wireline MVPDs in a nondiscriminatory manner to the extent permissible under Applicable Law. If, following the Effective Date of this Franchise, the City grants such an additional franchise or authorization to a Wireline MVPD and Grantee believes the City has done so on terms materially more favorable than the obligations under this Franchise, then the provisions of this Section 17.18 will apply. (b)As part of this Franchise, the City and Grantee have mutually agreed upon the following terms as a condition of granting the Franchise, which terms may place the Grantee at a significant competitive disadvantage if not required of a Wireline MVPD: the obligation to pay to the City a Franchise Fee, Gross Revenues as provided for and defined in this Franchise, and the obligation to comply with the requirements in this Franchise regarding PEG funding, PEG Channels, security instruments, audits, remedies, and customer service obligations (hereinafter "Material Obligations"). The City and Grantee further agree that this provision shall not require a word for word identical franchise or authorization for competitive equity so long as the regulatory and financial burdens on each entity are materially equivalent. (c)Within one (1) year of the adoption of a Wireline MVPD franchise or similar authorization, Grantee must notify the City in writing of the Material Obligations in this Franchise that Grantee believes exceed the Material Obligations of the wireline competitor's franchise or similar authorization. The City and Grantee agree that they will use best efforts in good faith to negotiate Grantee's proposed Franchise modifications, and that such negotiation will proceed and conclude within a ninety (90) Day time period, unless that time period is reduced or extended by mutual agreement of the parties. If the City and Grantee reach agreement on the Franchise modifications pursuant to such negotiations, then the City shall amend this Franchise to include the modifications. If the City and Grantee fail to reach agreement in such negotiations, Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other similar lawful authorization that the City grants to another Wireline MVPD (with the understanding that Grantee may use its current system design and technology infrastructure to meet any requirements of the new franchise), so as to ensure that the regulatory and financial burdens on each entity are equivalent. If Grantee so elects and following the ninety (90) Day negotiation time period set forth in this paragraph 17.18 (c), the City shall immediately commence proceedings to replace this Franchise with the franchise issued to the other Wireline MVPD. Notwithstanding anything contained in this section to the contrary, the City shall not be obligated to amend or replace this Franchise unless the new entrant makes Cable Services or similar downstream Video programming service available for purchase by Subscribers or customers under its franchise agreement with or similar authorization from the City. (d)In the event the City disputes that the Material Obligations are different, Grantee may bring an action in federal or state court for a determination as to whether the 48 8516661v1 8554784v1 Material Obligations are different and as to what franchise amendments would be necessary to remedy the disparity. Alternatively, Grantee may notify the City that it elects to immediately commence the renewal process under 47 U.S.C. § 546 and to have the remaining term of this Franchise shortened to not more than thirty (30) months. (e)Nothing in this Section 17.18 is intended to alter the rights or obligations of either party under Applicable Law, and it shall only apply to the extent permitted under Applicable Law and FCC orders. In no event will the City be required to refund or to offset against future amounts due the value of benefits already received. (f)To the extent the City has legal authority to mandate a Cable Service franchise or similar authorization to a wireless provider of Cable Service, the competitive equity rights provided by this section shall apply with respect to Material Obligations imposed in such franchise or other similar agreement. In the event of a dispute regarding the City's legal authority, Grantee shall have the burden to demonstrate that such authority exists or does not exist. 17.19 FCC Preemption. (a)At any time after this Franchise is approved by the City Council, the Grantee may, if Grantee is legally permitted by Applicable Law, provide the City with a written list of “in-kind cable-related contributions” (as that term is defined by the FCC in the Section 621 Order) that the Franchise requires Grantee to provide (including but not limited to the Complimentary Service requirements in Section 6.8) and the incremental cost(s) associated with the provision of the in-kind cable-related contributions. Within one hundred and twenty (120) days of receiving the aforementioned list, the City will notify the Grantee whether, with respect to each identified in-kind cable-related contribution, the Grantee is relieved, or temporarily relieved, of its obligations or is required to comply, subject either to the Grantee taking an offset to the Franchise Fee payments payable under Section 16.1 as may be permitted by the Section 621 Order or to the Grantee and the City agreeing to a separately negotiated charge payable by the City to the Grantee. (b)In the event the Section 621 Order is stayed or overturned in whole or in part by action of the FCC, the City and the Grantee will meet promptly to discuss what impact such action has on the provision of the in-kind cable-related contributions to which this section applies. It is the intent of the parties that the City shall be treated by the Grantee in a reasonably comparable manner as other jurisdictions within the Twin Cities Region with respect to any offsets or charges imposed by Grantee for the provision of Complimentary Service. Nothing herein waives the City’s right to enforce Grantee’s compliance with all lawful obligations contained in this Franchise. 17.20 Treatment of Negotiated Provisions. For the term of this Franchise any costs incurred by Grantee pursuant to Sections 7.2(c), 7.5(c), 7.8, 7.10, 7.11, 7.12, 7.13, 7.16(b), 7.17, 7.18, 7.19, 13.1, 13.2, and 13.3, shall be treated by Grantee as Grantee’s business expense and not a Franchise Fee under Sections 1.23 and 16.1 of this Franchise or as a PEG Fee under Section 7.15 of this Franchise. Grantee reserves any rights it may have to recover 49 8516661v1 8554784v1 from Subscribers, as a separate line item from the PEG Fee in Section 7.15 of this Franchise, any PEG capital costs set forth in Section 7.2(a) and (c), 7.8, 7.10, 7.11, 7.12, 7.14 and 7.16 as may be permitted by Applicable Law as of the Effective Date. Passed and adopted this day of 2023. ATTEST CITY OF RICHFIELD, MINNESOTA By: By: Its: City Clerk Its: Mayor 50 8516661v1 8554784v1 ACCEPTED: This Franchise is accepted, and Comcast of Minnesota, Inc. agrees to be bound by its terms and conditions. COMCAST OF MINNESOTA, INC. By: Its: A-1 8516661v1 8554784v1 EXHIBIT A COMPLIMENTARY SERVICE LOCATIONS BUILDING ADDRESS CITY 1.Admin Serv Dept, Richfield 6700 Portland Ave Apt Asd Richfield 2.Richfield Comm Center 7000 Nicollet Ave Richfield 3.Centennial Elem School 7315 Bloomington Ave Richfield 4.Sheridan Elementary 6400 Sheridan Ave S Richfield 5.Fire Station 2, Richfield 6401 Penn Ave S Richfield 6.Fire Station, Richfield 6700 Portland Ave Apt 1 Richfield 7.Richfield High School 7001 Harriet Ave S Richfield 8.Richfield Ice Arena 636 E 66th St Richfield 9.Richfield Middle School 7461 Oliver Ave S Richfield 10.Augsburg Library 7100 Nicollet Ave Richfield 11.Mt Calvary Lutheran School 6541 16th Ave S Richfield 12.Richfield City Hall 6700 Portland Ave Apt Hall Richfield 13.Richfield Pub Safety 6700 Portland Ave Apt Eoc Richfield 14.Richfield School Garage 300 W 72nd St Richfield 15.Holy Angels School 6600 Nicollet Ave Richfield 16.Richfield Dual Language School 7001 Elliot Ave S Richfield 17.Central Education Center 7145 Harriet Ave Richfield 18.Richfield Stem 7020 12th Ave S Richfield 19.Maintenance Facility 1901 E 66th St Richfield * For as long as the building remains publicly owned and operated. If the building is leased or operated by a commercial tenant, Grantee’s voluntary courtesy service offer will expire. B-1 8516661v1 8554784v1 EXHIBIT B EXISTING PEG TRANSPORT LOCATIONS BUILDING STREET ADDRESS Richfield City Hall 6700 Portland Avenue C-1 8516661v1 8554784v1 EXHIBIT C FRANCHISE FEE PAYMENT WORKSHEET PEG Fee 1.5% Nothing in this Franchise Fee Payment Worksheet shall serve to modify the definition of “Gross Revenues” set forth in this Franchise. D-1 8516661v1 8554784v1 EXHIBIT D SUMMARY OF ORDINANCE FOR PUBLICATION AN ORDINANCE GRANTING A FRANCHISE TO COMCAST OF MINNESOTA, INC. TO CONSTRUCT, OPERATE AND MAINTAIN A CABLE SYSTEM IN THE CITY OF RICHFIELD, MINNESOTA SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF THE FRANCHISE; PROVIDING FOR REGULATION AND USE OF THE SYSTEM AND THE PUBLIC RIGHTS-OF-WAY; AND PRESCRIBING PENALTIES FOR THE VIOLATION OF THE PROVISIONS HEREIN. On , 2023, the City of Richfield, Minnesota (“City”) adopted an ordinance granting a Cable Television Franchise to Comcast of Minnesota, Inc. (“Comcast”). The Franchise serves two (2) purposes. First, it is intended to provide for and specify the means to attain the best possible cable service for the public by providing requirements for cable with respect to technical standards, customer service obligations, and related matters. Second, it grants a non-exclusive cable television franchise to Comcast, to operate, construct and maintain a cable system within the City and contains specific requirements for Comcast to do so. The Franchise includes the following: 1) a Franchise Fee of 5% of Comcast’s annual gross revenues; 2) a Franchise term of ten (10) years; 3) incorporation of the City Code regarding right-of-way protections; 4) a list of schools and public buildings entitled to receive complimentary cable service; 5) dedicated channel capacity for public, education and government (“PEG”) access programming; 6) a PEG Fee of 1.5% of Comcast’s annual gross revenues to support local access programming as permitted under applicable law; 7) strong customer service standards regarding Comcast’s cable services; and 8) a performance bond and letter of credit to enforce Comcast’s compliance with the Franchise. It is hereby determined that publication of this title and summary will clearly inform the public of the intent and effect of Ordinance No. . A copy of the entire ordinance shall be posted at the Richfield City Hall. It is hereby directed that only the above title and summary of Ordinance No. be published, conforming to Minn. Stat. § 331A.01, with the following: NOTICE Persons interested in reviewing a complete copy of the Ordinance may do so at the Richfield City Hall at 6700 Portland Avenue, Richfield, MN 55423 during the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday. Yes No Mayor Councilmember Councilmember Councilmember Councilmember Councilmember Councilmember Passed by the Richfield City Council this day of , 2023. ATTEST: , Mayor , 1 8491450v2 RESOLUTION NO. 2023-1 RECOMMENDATION OF THE SOUTHWEST SUBURBAN CABLE COMMISSION REGARDING THE ADOPTION OF A CABLE FRANCHISE TO COMCAST OF MINNESOTA, INC. Recitals: 1. The Southwest Suburban Cable Commission (“Commission”) administers and enforces cable franchises pursuant to a joint powers agreement. 2. The Commission consists of the cities of Eden Prairie, Edina, Hopkins, Minnetonka and Richfield, Minnesota (“Member Cities”). 3. Comcast of Minnesota, Inc. (“Comcast”) currently operates a cable system in each of the Member Cities under cable television franchises with an effective date of August 1, 2012 (“Existing Franchises”). 4. In 2019 Comcast contacted each of the Member Cities seeking renewal of the Existing Franchises. 5. The Commission’s legal counsel, the law firm of Moss & Barnett, a Professional Association, assisted the Commission in conducting the franchise renewal process. 6. Extensive informal franchise renewal negotiations between Comcast and the Commission have been completed and a proposed Renewal Cable Television Franchise Ordinance (“Renewal Franchise”) has been finalized. 7. The Commission finds that the Renewal Franchise will benefit the Member Cities and will protect the rights and interests of residents and cable subscribers in each of the Member Cities. NOW THEREFORE, the Southwest Suburban Cable Commission hereby resolves as follows: 1. The attached May 18, 2023 Renewal Franchise will protect the Member Cities and its residents and cable subscribers regarding the provision of cable services by Comcast. 2. The Commission recommends that each Member City take action to adopt the Renewal Franchise. PASSED AND ADOPTED this 24 th day of May, 2023. SOUTHWEST SUBURBAN CABLE COMMISSION By: ATTEST:Patty Latham, Chair By: Brian T. Grogan, Attorney for the Commission DocuSign Envelope ID: D5B4F3B8-2AA5-4C7E-BFB2-5701DF4D0608DocuSign Envelope ID: 0D65A566-5276-411C-AEBD-CE549B3AB9E0 Comcast Cable Franchise Renewal June 2023 Brian Grogan, Esq. Moss & Barnett Southwest Suburban Cable Commission’s Legal Counsel 1 2 •Southwest Suburban Cable Commission •Changing industry •Background of the renewal process •Key Provisions of New Franchise Agenda 3 •Governed by Joint Powers Agreement •Five member cities: -Eden Prairie, Edina, Hopkins, Minnetonka and Richfield •Each Member City has two representatives -one is a member of the City staff -and one is an elected official •Purpose is to regulate the cable operator -Comcast Southwest Suburban Cable Commission 4 •Gas, electric, water, telephone –all regulated by PUC •Cable -regulated at local (City) level •Cities grant nonexclusive cable franchises •Today, residents want broadband –stream video content •Franchise grants authority for company to use streets and ROW •The fees paid by cable operator are rental payment for use of the ROW •State and federal laws will determine how cities may (or may not) retain compensation from communications companies to access the ROW Changing Industry 5 •August 1, 2012 -Effective date of existing Comcast cable franchise •August 19, 2019 -Comcast requested renewal •Spring 2020 –Pandemic caused delays in needs assessment •July 5, 2022 -Commission issued Needs Assessment Report -increased funding for local programming •July 2022 -May 2023 -Comcast negotiations -New Franchise •May 24, 2023 -Commission Resolution 2023-1 Background of the Renewal Process Key Provisions of New Franchise 6 •10-year term •5% franchise fee on Comcast’s “gross revenues” -stronger definition of “gross revenues” -Federal law allows fee only on cable o not telephone or broadband •Strong customer service standards •ROW Management -City Code requirements Key Provisions of New Franchise 7 •3 PEG Channels -Public, Educational, Governmental -all will be provided in high definition (HD) -currently only the government channel is in HD •PEG Fee -1.5% of Comcast’s gross revenues -designated for PEG “capital” purchases Key Provisions of New Franchise 8 •Strong enforcement provisions -$100,000 performance bond -$25,000 security fund •Maintain existing PEG transport –connections to City hall -etc. •Maintain complimentary cable service -Subject to potential change due to FCC order o Comcast may impose “marginal costs” 9 May 24, 2023 -Commission Resolution 2023-1 Recommends adoption of proposed franchise granting Comcast a 10-year franchise to provide cable television services in the City. Commission Recommendation Questions? 10 RESOLUTION NO. RESOLUTION APPROVING SUMMARY PUBLICATION OF AN ORDINANCE GRANTING A CABLE TELEVISION FRANCHISE TO COMCAST OF MINNESOTA, INC. WHEREAS, the City of Richfield has adopted the above referenced ordinance; and WHEREAS, the verbatim text of the ordinance is cumbersome, and the expense of publication of the complete text is not justified. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Richfield that the following summary is hereby approved for official publication: SUMMARY PUBLICATION TRANSITORY ORDINANCE NO. AN ORDINANCE GRANTING A CABLE TELEVISION FRANCHISE TO COMCAST OF MINNESOTA, INC. This summary of the ordinance is published pursuant to Section 3.12 of the Richfield City Charter. The purpose of the ordinance is to grant a cable television franchise to Comcast of Minnesota, Inc. The ordinance sets the standards for customer service, sets the rate for the franchise and PEG fees disbursed to the city, and sets the term of a cable franchise agreement with Comcast from January 31, 2023, to ten (10) years from the effective date of this franchise. Copies of the ordinance are available for public inspection in the City Clerk’s office during normal business hours or upon request by calling the Executive Department at (612) 861-9712. Adopted by the City Council of the City of Richfield, Minnesota this 27th day of June 2023. Mary Supple, Mayor ATTEST: Dustin Leslie, City Clerk AGENDA SECTION:PROPOSED ORDINANCES AGENDA ITEM #6. STAFF REP ORT NO. 82 CIT Y COUNCIL ME ET ING 6/27/2023 RE P ORT P RE PA RE D B Y: C hris S wanson, Management A nalyst D E PA RTM E NT D IR E C TOR RE V IE W: O THE R D E PA RTM E NT RE V IE W: K umud Verma, F inance D irector C ITY M A NA G E R RE V IE W: K atie Rodriguez, C ity Manager 6/22/2023 IT E M F O R C O UNC IL C O NS I D E RAT I O N: Second reading of a transitory ordinance providing funding for certain capital improvements from the Liquor Contribution S pecial Revenue Fund. E X E C UT I V E S UM M ARY: As part of the Capital I mprovement Budget (C I B) and annual C ity Budget proc ess, certain spec ial revenue funds are allocated eac h year to fund c apital projec ts identified through the budget proc ess. The source of the special revenue funds are profits derived from the City’s Liquor Store operation. These profits are transferred to the Liquor Contribution Spec ial Revenue Fund. Before the funds c an be used for the identified capital projects, the City Charter requires that a transitory ordinance be used to authorize the expenditure of the funds. The proposed funding for 2023, per the approved C I B budget, totals $550,000 and encompasses several park and rec reation related projects. The projec ts are listed below. RE C O M M E ND E D AC T I O N: RE C O M M E ND E D AC T I O N: B y Motion: Approve the attached transitory ordinance providing for the expenditur e of funds from the Liquor Contribution S pecial Revenue Fund for certain capital improvements. B AS IS O F RE C O M M E ND AT IO N: A.H IS TOR IC AL C ON T E X T At the Dec ember 13, 2022 C ity Counc il meeting, the City Council authorized $550,000 of Special Revenue Funds for improvements to several C ity capital improvements in 2023. I ncluded in the $550,000 are: The 2023 C I B also provides for expenditures for all types of funds c ontained in the budget including municipal state aid, user fees, state grants, c ounty funds, and issuanc e of debt. Authorization by ordinance is not required for expenditures other than Special Revenues. A second reading of the attached ordinanc e is scheduled on J une 27, 2023 B.P OLIC IE S (resolutions, ordinances, regulations, statutes, etc): City Charter Sec tion 7.12, Subd. 2 requires that Spec ial Revenue Funds used for c apital improvements must be authorized by ordinance. C.C R IT IC AL T IMIN G IS SU E S: Under Section 3.09 of the City C harter, a transitory ordinance becomes effec tive 30 day s after publication of the second hearing notic e. The ordinance requirements must be completed early enough in 2023 so that the capital projects can be initiated on a timely basis, completed and the funds expended. I t is recommended the first reading of the transitory ordinance take plac e on J une 13, 2023 and a second reading be c ompleted at the J une 27, 2023 City Council meeting. D.F IN AN C IAL IMPAC T: W hile the total 2023 C I B inc ludes total budgeted expenditures of $22,353,336, the portion of the C I B conc erning proposed funding from the Special Revenue fund is $550,000. A transitory ordinance is necessary to finalize the appropriations utilizing spec ial revenue funds pursuant to City Charter. The source of Spec ial Revenue funds is municipal liquor profits. E.L E GAL C ON S ID E R AT ION : The City C harter requires that a transitory ordinance be used to authorize the expenditure of Spec ial The City C harter requires that a transitory ordinance be used to authorize the expenditure of Spec ial Revenue funds. The City Attorney has reviewed the transitory ordinance and approved of its c ontents and its compliance with the City Charter. ALTE R N AT IV E R E C O MMEN D ATIO N(S): P R IN C IPAL PAR TIES E XP E C T ED AT ME E TIN G: none ATTAC H ME N TS: D escription Type TRA NS ITORYOR D INA NC E F O R TH E E X P E ND ITURE OF M O NE YF ROM THE L IQ UOR C ON TRIB UTION S P E C IA L RE V E NUE F UN D Ordinance BILL NO. TRANSITORY ORDINANCE NO. AN ORDINANCE PROVIDING FOR THE EXPENDITURE OF MONEY FROM THE LIQUOR CONTRIBUTION SPECIAL REVENUE FUND FOR CERTAIN CAPITAL IMPROVEMENTS CITY OF RICHFIELD DOES ORDAIN: Section 1: It is found and determined to be necessary and expedient for the City to expend money from the Liquor Contribution Special Revenue Fund for the making of capital improvements listed in Section 2 hereof, for which the City would be authorized to issue general obligation bonds. Section 2: The capital improvements and amounts of expenditures for such improvements which are authorized to be paid from the Liquor Contribution Special Revenue Fund under Section 7.12, Subdivision 2 of the City Charter, are as follows: Fairwood Park Play Equipment $ 110,000 Ice Arena Sign $ 40,000 Multi-Year Community Center/Wood Lake Building Repair $ 20,000 Multi-Year Ice Arena Repair $ 20,000 Multi-Year Park Maintenance $ 50,000 Multi-Year Park Maintenance/Wood Lake Fence Repair Outdoor Pool Improvements Skate Park Expansion Wood Lake Nature Center Building $ 15,000 $ 80,000 $ 90,000 $ 125,000 Total $ 550,000 Section 3: The expenditures authorized herein shall be made pursuant to such contracts as are authorized from time to time by Council action. Passed by the City Council of the City of Richfield this 27th day of June 2023. Mary Supple, Mayor ATTEST: Dustin Leslie, City Clerk AGENDA SECTION:RESOLUTIONS AGENDA ITEM #7. STAFF RE P ORT NO. 85 CIT Y COUNCIL ME E T ING 6/27/2023 RE P O RT P RE PA RE D B Y: K umud Verma, F inance D irector D E PA RTME NT D IRE C TO R RE V IE W: O THE R D E PA RTM E NT RE V IE W: C ITY MA NA G E R RE V IE W: K atie Rodriguez, C ity Manager 6/22/2023 I T E M F O R C O UNC IL C O NS ID E RAT I O N: Approval of a resolution amending the allocation of the 2022 General Fund Budget. E X E C UT IV E S UM M ARY: The Richfield City Charter provides that the City Council must appropriate monies for operations of the City on a departmental level basis. During the course of the year, the City Council amends the operating budget and it is referred to as the Revised Budget. After completion of the annual audit and closing of the fiscal year, if a department within the City’s General Fund exceeds its approved appropriation, a transfer of appropriations from another General Fund department is required to bring that department’s budget into balance. Two General Fund departments currently exceed their approved 2022 appropriations. T hose two departments and the amount they exceed their 2022 appropriations are as follows: T he Fire department exceeded their 2022 budget by $183,624 or 3.6%. T his was due to unfortunate timing with firefighters on leave and other personnel issues which caused an inordinate amount of overtime. In addition, six new personnel were hired, which increased operational costs associated with hiring, training, and outfitting those new employees with firefighting gear and uniforms. The Public W orks department exceeded their 2022 budget by $167,698 or 3.6%. This was due to substantially higher utility rates from Xcel Energy that was not known and therefore not reflected in the final budget and higher expenses associated with E A B tree removals. Public Works has had to expand tree removal efforts in response to the rampant E A B infestation. A portion of the expenditures related to tree removal was going to be covered from grant revenue in 2022, however, about half of that money will not be received until completion of the project in J uly 2023. To balance the appropriation of the Fire and Public Works departments, a combination of transfers of appropriations from other departments is recommended as follows: Transfer of $200,000 from Public Safety department to Fire department in the amount of $183,624 and to Public Works department in the amount of $16,376. Transfer of $151,322 from Recreation Services department to Public Works department. T he recommended transfers will leave a surplus of $118,067 in the Public Safety department and a surplus of $13,422 in Recreation Services department. T he surplus in Public Safety Department budget is due to the inability to fill positions with qualified candidates that meet the expectations and standards of the organization. T he Recreation Services surplus is primarily because of the later-than-planned filling of the Recreation Services Manager role. Other areas that saw lower-than-expected expenditures include program-related supplies and contracts, Community Center maintenance and repair, and vacant intermittent positions. Additionally, Recreation Services revenues came in higher than budgeted, driven by an increase in building rentals at Wood Lake, strong field and park shelter rental activity, and record attendance at several Wood Lake special events. Finally, it should be noted, that the General Fund will end 2022 with an estimated surplus of $425,461. RE C O M M E ND E D AC T I O N: By Motion: Approve the resolution amending the 2022 General Fund Budget by authorization of a transfer of appropriations from the Public Safety Department to the Fire and Public Works Departments; and from Recreation Services Department to Public W orks Department. B AS IS O F RE C O M M E ND AT I O N: A.H IS TOR IC AL C ON T E X T See Executive Summary B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): The City Charter provides that the City Council must appropriate monies for operations of the City on a departmental level basis. During the course of the year, the City Council amends the operating budget and it is referred to as the Revised Budget. C.C R IT IC AL T IMIN G IS S U E S: See Executive Summary D.F IN AN C IAL IMPAC T: See Executive Summary E.L E GAL C ON S ID E R AT ION: City Charter provides that the City Council must appropriate funds at the department level of spending. ALTE R N AT IV E R E C O MME N D ATIO N(S): Council could direct staff to reduce other General Fund departments budgets to increase the Fire and Public W orks Department budgets for fiscal year 2022. P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: N/A AT TAC H ME N T S: D escription Type Resolution amending the allocation of 2022 General F und B udget Resolution L etter RESOLUTION NO RESOLUTION AUTHORIZING REVISION OF 2022 BUDGETS OF VARIOUS DEPARTMENTS WHEREAS, Resolution No. 11910 appropriated funds for personal services, other services and charges, supplies and capital outlays for each department of the City for the year 2022; and WHEREAS, Resolution No. 11911 authorized revision of the 2022 budget various departments; and WHEREAS, the City Manager has requested a revision of the 2022 budget appropriations in accordance with charter provisions. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, MN as follows: SUMMARY INCREASE BUDGETED EXPENDITURES Fire Department $ 183,624 Public Works Department $ 167,698 Total $ 351,322 DECREASE BUDGETED EXPENDITURES Public Safety Department $200,000 Recreation Services Department $151,322 Total $351,322 Net Change to General Fund Budget $ 0 Passed by the City Council of the City of Richfield, MN. this 27th day of June, 2023. Mary B. Supple, Mayor ATTEST: Dustin Leslie, City Clerk AGENDA SECTION:RESOLUTIONS AGENDA ITEM #8. STAFF RE P ORT NO. 83 CIT Y COUNCIL ME E T ING 6/27/2023 RE P O RT P RE PA RE D B Y: C hris S wanson, Management A nalyst D E PA RTME NT D IRE C TO R RE V IE W: O THE R D E PA RTM E NT RE V IE W: C ITY MA NA G E R RE V IE W: K atie Rodriguez, C ity Manager 6/22/2023 I T E M F O R C O UNC IL C O NS ID E RAT I O N: Summary of the City Manager's annual performance evaluation for the period of July 2022 to June 2023, held on June 13 and June 15, 2023, as required by Minn. Statutes 13D.05 Subd. 3(a), and consider a resolution amending the employment agreement between the City of Richfield and City Manager Katie Rodriguez. E X E C UT IV E S UM M ARY: Each year the City Council conducts a review of the City Manager's performance for the previous year. The review considers the performance of the City Manager and the organization as measured against the goals and expectations of the City Council. Such performance evaluations are conducted in a closed session pursuant to MN State Statutes and summarized in an open meeting. I n addition to the performance evaluation, the City Council also takes this opportunity to review the City Manager's salary and benefits to make any adjustments that may be warranted. RE C O M M E ND E D AC T I O N: Motion to approve the Resolution amending the City’s Manager ’s employment agreement with the City reflecting a salary adjustment. B AS IS O F RE C O M M E ND AT I O N: A.H IS TOR IC AL C ON T E X T The City Council has conducted a review of the City Manager's performance for the past year and must now, per State Statute, make a summary report of the outcome of that evaluation. I n addition, the City Council has reviewed the compensation of the City Manager and has made a conclusion concerning the City Manager ’s employment agreement. B.P OL IC IE S (resolutions, ordinances, regulations, statutes, etc): The City Manager is given an evaluation by the City Council each year as part of the City Manager ’s contract. As part of the evaluation process, a review of the City Manager ’s compensation package is also performed each year. As compensation comparisons, salaries of City Managers in comparable cities are considered, as is the base salary structure adjustments of other City employees. C.C R IT IC AL T IMIN G IS S U E S: The annual performance evaluation for City Manager Rodriguez was scheduled for J une so any merit increases will be effective on J uly 1. D.F IN AN C IAL IMPAC T: I n order to be consistent with other employee groups, the City Manager received the same cost-of-living adjustment given to staff in the Management Pay Plan on J anuary 1. Any merit increase will be considered following a performance evaluation in J une, effective J uly 1. E.L E GAL C ON S ID E R AT ION: The City Manager ’s contract with the City requires that an annual performance evaluation be conducted. ALTE R N AT IV E R E C O MME N D ATIO N(S): The City Council may defer the compensation portion of this review to a future meeting. P R IN C IPAL PAR TIE S E X P E C TE D AT ME E TIN G: AT TAC H ME N T S: D escription Type RE S OL UTIO N A ME ND ING THE E MP L O YM E NT A GRE E ME NT B E TW E E N THE C ITY OF RIC HF IE L D A ND C ATHE RINE ROD RIGUE Z, C ITY MA NA G E R Resolution L etter RESOLUTION NO. RESOLUTION AMENDING THE EMPLOYMENT AGREEMENT BETWEEN THE CITY OF RICHFIELD AND CATHERINE RODRIGUEZ, CITY MANAGER NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota as follows: The following section of the Employment Agreement between the City of Richfield, Minnesota and Catherine Rodriguez, City Manager, originally dated December 2018, is amended as follows: Section 2. Salary Employer agrees to pay Employee for her services an annual base salary of $179,126.06 payable in installments at the same time as other employees of the Employer are paid. The City Manager’s salary adjustment outlined above is effective on July 1, 2023. Approved by the City Council of the City of Richfield, Minnesota, this 27th day of June 2023. Mary B. Supple, Mayor ATTEST: Dustin Leslie, City Clerk