CCW PACKET

CITY OF DOVER, DELAWARE COUNCIL COMMITTEE OF THE WHOLE MEETING Tuesday, July 25, 2023 at 6:00 PM City Hall Council Chambers, 15 Loockerman Plaza, Dover, Delaware AGENDA Public comments are welcomed on any item and will be permitted at the appropriate time. When possible, please notify the City Clerk (302-736-7008 or email at cityclerk@dover.de.us) should you wish to be recognized. VIRTUAL MEETING NOTICE This meeting will be held in City Hall Council Chambers with electronic access via WebEx. Public participation information is as follows: Dial: 1-650-479-3208 Link: https://rb.gy/515r4 Event number: 2533 385 8331 Event password: DOVER (if needed) If you are new to WebEx, get the app now at https://www.webex.com/ to be ready when the meeting starts. CALL COUNCIL COMMITTEE OF THE WHOLE MEETING TO ORDER LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE ADOPTION OF THE AGENDA 1. Proposed Resolution No. 2023-11 - Verizon Franchise Renewal (David S. Hugg III, City Manager) (Staff Recommendation: Approval of the resolution for the proposed Cable Franchise Agreement) 2. Proposed Resolution No. 2023-09 - Application for Drinking Water Matching Planning Grant (Jason Lyon, Water/Wastewater Director) (Staff Recommendation: Adoption of the resolution as submitted so staff may complete the application for a Water Matching Planning Grant and authorize the sole source designation for Rezatec.) 1

COUNCIL COMMITTEE OF THE WHOLE MEETING - July 25, 2023 PAGE 2 3. Consolidated Appropriations Act of 2023 Grant Approval for Water Quality Improvements FY24 (Jason Lyon, Water/Wastewater Director) (Staff Recommendation: Allow staff to complete the grant application for the Consolidated Appropriations Act of 2023 to supplement payment of the capital project.) 4. Emerging Contaminants – Small or Disadvantaged Community Grant Program Approval for Carbon Column Replacement and PFAS Treatment Feasibility Study & Design (Jason Lyon, Water/Wastewater Director) (Staff Recommendation: Allow staff to submit a grant application for the Column Media Replacement and the PFAS Treatment Feasibility Study & Design.) 5. Dover Little League Site Improvements - Change Order to CT2322 (Jason Lyon, Water/Wastewater Director) (Staff Recommendation: Award change order to Grassbusters Landscaping Co., Inc, for the City of Dover FY 2023B Street and Alley Program, Bid #23-0012PW, specifically for the Little League Site Improvements, for the amount of $264,994.) 6. Discussion of Additional Budget Proposals in Preparation for Fiscal Year 2025 (David S. Hugg III, City Manager) (Committee Action Not Required) 7. Declaration as Surplus and Disposition - Former Dover Post Office (David S. Hugg III, City Manager) (Staff Recommendation: Approval of disposition of property.) ADJOURNMENT OF THE LEGISLATIVE, FINANCE, AND ADMINISTRATION COMMITTEE MEETING ADJOURNMENT OF THE COUNCIL COMMITTEE OF THE WHOLE THE AGENDA ITEMS AS LISTED MAY NOT BE CONSIDERED IN SEQUENCE. PURSUANT TO 29 DEL. C. §10004(e)(2), THIS AGENDA IS SUBJECT TO CHANGE TO INCLUDE THE ADDITION OR THE DELETION OF ITEMS, INCLUDING EXECUTIVE SESSIONS, WHICH ARISE AT THE TIME OF THE MEETING 2

Item 1. PROCEEDING: Council Committee of Whole - Legislative, Finance, and Administration Committee DEPARTMENT OF ORIGIN: City Manager DATE SUBMITTED: 7/20/2023 PREPARED BY: David S. Hugg III and Kay Sass; Cohen Law Group SUBJECT: Verizon Delaware LLC - Cable Franchise Agreement REFERENCE: RELATED PROJECT: REVIEWED BY: David S. Hugg III EXHIBITS: Cable Franchise Agreement; Council Resolution EXPENDITURE REQUIRED: n/a AMOUNT BUDGETED: n/a FUNDING SOURCE (Dept./Page in CIP & Budget): n/a TIMETABLE: Immediate STAFF RECOMMENDATION: Approval of the Resolution for proposed Cable Franchise Agreement BACKGROUND AND ANALYSIS The city executed a franchise agreement with Verizon Delaware LLC in January 2008. Through an extended period of difficult negotiations, the Cohen Law Group, representative for the city, and Verizon have agreed on the “Cable Franchise Renewal Agreement” included in the Committee packet. This agreement took much longer than expected because the climate for such was challenging, due to dramatic developments in the cable market since the original negotiations took place. Cohen Law identified these as: transformation of the video industry resulting in greater competition for cable operators; changes in technology for distributing video services with a strong migration to wireless video services away from FiOS wired services; and significant shifts in cable franchise regulations, along with several staff changes at both the city and Verizon. Key provisions of the Agreement include: • Municipal access to a franchise fee of up to 5% of the operator’s gross revenue. • Municipal right to conduct a franchise fee audit of fee payments. • Pre-conditions and notice prior to termination of cable service to protect revenues. • Comprehensive, quantifiable, and enforceable customer service standards. • Required quarterly, line-item franchise fee report from Verizon. • Free Basic Service to municipal buildings, schools, and libraries. • Right to dedicated basic educational and governmental (EG) channel. • Provision of enforcement tools to municipality. • Comprehensive equity provision relating to entry of cable operators. • Change in maximum term of 5 years (avoid locking-in due to changes noted). 3

Item 1. CABLE FRANCHISE RENEWAL AGREEMENT BETWEEN CITY OF DOVER AND VERIZON DELAWARE LLC CITY OF DOVER 4

Item 1. TABLE OF CONTENTS Page 1. DEFINITIONS ................................................................................................................... 2 2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS ....................................... 8 3. PROVISION OF CABLE SERVICE .............................................................................. 11 4. SYSTEM FACILITIES ................................................................................................... 12 5. EG SERVICES ................................................................................................................ 13 6. FRANCHISE FEES ......................................................................................................... 15 7. CUSTOMER SERVICE .................................................................................................. 16 8. REPORTS AND RECORDS ........................................................................................... 16 9. INSURANCE AND INDEMNIFICATION .................................................................... 17 10. TRANSFER OF FRANCHISE ........................................................................................ 19 11. RENEWAL OF FRANCHISE ......................................................................................... 19 12. ENFORCEMENT AND TERMINATION OF FRANCHISE ........................................ 19 13. MISCELLANEOUS PROVISIONS ................................................................................ 22 EXHIBIT A – MUNICIPAL BUILDINGS TO BE PROVIDED FREE CABLE SERVICE……………………………………………………….26 EXHIBIT B – CUSTOMER SERVICE STANDARDS………………………………………..30 i 5

Item 1. THIS CABLE FRANCHISE RENEWAL AGREEMENT (the “Franchise” or “Agreement”) is entered into on this ______________ (the “Effective Date” as set forth in Section 2.3) by and between the CITY OF DOVER, Kent County, Delaware, a validly organized and existing political subdivision of the State of Delaware (the “City”), and VERIZON DELAWARE LLC, a limited liability company duly organized under the applicable laws of the State of Delaware (the “Franchisee”). WHEREAS, the Franchisee is a “cable operator” and the City is a “local franchising authority” in accordance with Title VI of the Communications Act (see 47 U.S.C. § 522(5), (10)) and the City is authorized to grant one or more nonexclusive cable franchises to operate a Cable System within the City pursuant to Title VI of the Communications Act; WHEREAS, the City previously granted to the Franchisee a nonexclusive initial Franchise to install, maintain, extend, and operate a Cable System in the City and such Franchise has expired (the “Initial Franchise”); WHEREAS, the Franchisee has operated a Cable System in accordance with the Initial Franchise as of the Effective Date on its existing Telecommunications Facilities consisting of a Fiber to the Premises Telecommunications Network (“FTTP Network”) in the City which also transmits Non-Cable Services pursuant to authority granted by applicable state law and Title II of the Communications Act, and which are not subject to Title VI of the Communications Act or this Agreement; WHEREAS, the Franchisee has requested that the City renew the Franchisee’s Franchise to provide Cable Service to residents of the City; WHEREAS, pursuant to and in accordance with applicable federal and state law, the City undertook a process to determine whether it should renew the Initial Franchise and the terms for such a renewal; WHEREAS, the City has examined the past performance of the Franchisee and has identified the City’s future cable-related needs and interests; WHEREAS, following good faith negotiations between the parties, the City and the Franchisee have agreed on the terms for a Franchise Renewal Agreement under which the Franchisee will continue to operate its Cable System in the City; and WHEREAS, the City has determined that this Agreement and the process for consideration of this Agreement complies with all applicable federal, state and local laws and regulations. NOW, THEREFORE, in consideration of the City’s grant of a renewal franchise to the Franchisee, the Franchisee’s promise to continue to provide Cable Service to residents of the Service Area pursuant to and consistent with the Communications Act (as hereinafter defined), pursuant to the terms and conditions set forth herein, the promises and undertakings herein, and other good and valuable consideration, the receipt and the adequacy of which are hereby acknowledged, THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS: CITY OF DOVER 1 6

Item 1. 1. DEFINITIONS Except as otherwise provided herein, the definitions and word usages set forth in the Communications Act (as hereinafter defined) are incorporated herein and shall apply in this Agreement. In addition, the following definitions shall apply: 1.1 Access Channel: A video Channel that Franchisee shall make available to the City without charge for educational or governmental use for the transmission of video programming as directed by City. 1.2 Affiliate: Any Person who, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, the Franchisee. 1.3 Basic Service: Any service tier that includes the retransmission of local television broadcast signals as well as the EG Channel(s) required by this Franchise. 1.4 Cable Service or Cable Services: Shall be defined herein as it is defined under Section 602 of the Communications Act, 47 U.S.C. § 522(6), as may be amended, which currently states: “the one-way transmission to subscribers of video programming or other programming service, and Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service.” 1.5 Cable System or System: Shall be defined herein as it is defined under Section 602 of the Communications Act, 47 U.S.C. § 522(7), as may be amended, which currently states “a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide cable service which includes video programming and which is provided to multiple subscribers within a community, but such term does not include (A) a facility that serves only to retransmit the television signals of 1 or more television broadcast stations; (B) a facility that serves subscribers without using any public right- of-way; (C) a facility of a common carrier which is subject, in whole or in part, to the provisions of [Title II of this Act], except that such facility shall be considered a cable system (other than for purposes of section 621(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 section 653 of this title; or (E) any facilities of any electric utility used solely for operating its electric utility system.” The Cable System shall be limited to the optical spectrum wavelength(s), bandwidth, or future technological capacity that is used for the transmission of Cable Services directly to Subscribers within the City and shall not include the tangible network facilities of a common carrier subject in whole or in part to Title II of the Communications Act or of an Information Services provider. 1.6 Channel: Shall be defined herein as it is defined under Section 602 of the Communications Act, 47 U.S.C. § 522(4), as may be amended, which currently states “a portion of the electromagnetic frequency spectrum which is used in a Cable System and which is capable of delivering a television channel (as television channel is defined by the FCC by regulation).” 1.7 Communications Act: The Communications Act of 1934, as amended. CITY OF DOVER 2 7

Item 1. 1.8 Complaint: Any written communication, including electronic mail, by a Subscriber expressing dissatisfaction with any aspect of Franchisee’s Cable System or cable operations. 1.9 Control: The ability to exercise de facto or de jure control over day-to-day policies and operations or the management of the Franchisee’s affairs. 1.10 Customer Service Standards: The standards for customer service as set forth in Exhibit B. 1.11 Educational Access Channel: An Access Channel available for the use of the local schools in the City. 1.12 EG: Educational or Governmental. 1.13 FCC: The United States Federal Communications Commission, or successor governmental entity thereto. 1.14 Fiber to the Premise Telecommunications Network (“FTTP Network”): The Franchisee’s network that transmits Non-Cable Services pursuant to the authority granted under the laws of the State of Delaware and under Title II of the Communications Act, which Non-Cable Services are not subject to Title VI of the Communications Act, and provides Cable Services from the operation of a Cable System. 1.15 Force Majeure: An event or events reasonably beyond the ability of the Franchisee to anticipate and control. This includes, but is not limited to the following: severe or unusual weather conditions, labor strikes, slowdowns, stoppages, and lockouts, war or act of war (whether an actual declaration of war is made or not), insurrection, riots, act of public enemy, including terrorist attacks, orders of the government of the United States or the State of Delaware, actions or inactions of any government instrumentality or public utility other than Franchisee (including condemnation to the extent not foreseeable), accidents for which the Franchisee is not responsible, fire, flood, or other acts of God, or work delays caused by waiting for utility providers to service or monitor utility poles to which the Franchisee’s FTTP Network is attached, and unavailability of materials and/or qualified labor to perform the work necessary to the extent that such unavailability of materials and/or qualified labor was reasonably beyond the ability of the Franchisee to foresee or control. 1.16 Franchisee: Verizon Delaware LLC, and its lawful and permitted successors, assigns, and transferees. 1.17 Government Access Channel: An Access Channel available for the use of the City for governmental purposes. 1.18 Gross Revenue: All revenue, as determined in accordance with generally accepted accounting principles, which is derived by the Franchisee or its Affiliates, from the operation of the Cable System to provide Cable Service in the City, including, but not limited to: CITY OF DOVER 3 8

Item 1. (1) Basic Service fees; (2) fees charged to Subscribers for any service tier other than Basic Service; (3) fees charged to Subscribers for premium Cable Services; (4) fees for video-on-demand and pay-per-view; (5) fees charged to Subscribers for any optional, per-channel or per-program Cable Services; (6) revenue from the provision of any other Cable Services; (7) charges for installation, additional outlets, relocation, disconnection, reconnection and change-in-service fees for video programming; (8) fees for changing any level of Cable Service programming; (9) fees for service calls; (10) early termination fees (solely to the extent such early termination fee can be proportionately attributable to Cable Service); (11) fees for leasing of Channels; (12) rental of any and all Subscriber equipment, including digital video recorders, converters and remote control devices; (13) advertising revenues (on a pro rata basis) as set forth herein; (14) revenue from the sale or rental of Subscriber lists; (15) revenues or commissions received from the carriage of home shopping channels (on a pro rata basis as set forth herein) subject to Section 1.18.5 below; (16) fees for music services that are Cable Services over the Cable System; (17) fees for DVR; (18) regional sports programming fees; (19) late payment fees; (20) NSF check charges; (21) Franchise Fees for the provision of Cable Services over the Cable System in the City; and CITY OF DOVER 4 9

Item 1. (22) foregone revenue that the Franchisee chooses not to receive in exchange for trades, barters, services, or other items of value consistent with Section 1.18.8, below. For the avoidance of doubt, advertising revenues shall include the amount of the Franchisee’s gross advertising revenue calculated in accordance with generally accepted accounting principles (i.e., without deducting commissions paid to independent third parties). Advertising and home shopping revenue, as described in Sections 1.18(13) and (15) above, is based upon the ratio of the number of Subscribers as of the last day of the period for which Gross Revenue is being calculated to the number of the Franchisee’s subscribers within all areas covered by the particular revenue source as of the last day of such period. By way of illustrative example, the Franchisee sells two ads: Ad “A” is broadcast nationwide; Ad “B” is broadcast only within Delaware. The Franchisee has 100 Subscribers in the City, 500 subscribers in Delaware, and 1,000 subscribers nationwide. Gross Revenue as to the City from Ad “A” is 10% of the Franchisee’s revenue therefrom. Gross Revenue as to the City from Ad “B” is 20% of the Franchisee’s revenue. Gross Revenue shall not include: 1.18.1 Revenues received by any Affiliate or other Person in exchange for supplying goods or services used by the Franchisee to provide Cable Service over the Cable System; 1.18.2 Bad debts written off by the Franchisee in the normal course of its business, provided, however, that bad debt recoveries shall be included in Gross Revenue during the period collected; 1.18.3 Refunds, rebates, or discounts made to Subscribers or other third parties; 1.18.4 Any revenues classified, in whole or in part, as Non-Cable Services revenue under federal or state law including, without limitation, revenue received from Telecommunications Services; revenue received from Information Services, including, without limitation, Internet Access service, electronic mail service, internet-derived electronic bulletin board service, or similar online computer services; charges made to the public for commercial or cable television that is used for two-way communication that are classified as Non-Cable Services; and any other revenues classified as Non-Cable Services in accordance with applicable laws or regulations; 1.18.5 Any revenue of the Franchisee or any other Person that is received directly from the sale of merchandise through any Cable Service distributed over the Cable System, notwithstanding that portion of such revenue which represents or can be attributed to a Subscriber fee or a payment for the use of the Cable System for the sale of such merchandise, which portion shall be included in Gross Revenue; 1.18.6 The sale of Cable Services on the Cable System for resale in which the purchaser is required to collect cable franchise fees from purchaser’s customer; CITY OF DOVER 5 10

Item 1. 1.18.7 Any tax of general applicability imposed upon the Franchisee or upon Subscribers by a local, state, federal, or any other governmental entity and required to be collected by the Franchisee and remitted to the taxing entity (including, but not limited to, sales/use tax, gross receipts tax, excise tax, utility users tax, public service tax, communication taxes, and non-cable franchise fees); 1.18.8 Any forgone revenue that the Franchisee chooses not to receive in exchange for its provision of free or reduced cost cable or other communications services to any Person, including without limitation, employees of the Franchisee and public institutions or other institutions designated in the Franchise; provided, however, that such forgone revenue that the Franchisee chooses not to receive in exchange for trades, barters, services, or other items of value shall be included in Gross Revenue; 1.18.9 Sales of capital assets or sales of surplus equipment that are not deemed to be a Cable Service; 1.18.10 Program launch fees; 1.18.11 Directory or Internet advertising revenue including, but not limited to, yellow page, white page, banner advertisement, and electronic publishing; and 1.18.12 Any fees or charges collected from Subscribers or other third parties for any EG grant. 1.19 Information Services: Shall be defined herein as it is defined under Section 3 of the Communications Act, 47 U.S.C. §153(20), as may be amended in the future, which states “the offering of a capability for generating, acquiring, storing, transforming, processing, retrieving, utilizing, or making available information via telecommunications, and includes electronic publishing, but does not include any use of any such capability for the management, control, or operation of a telecommunications system or the management of a telecommunications service.” 1.20 Internet Access: Dial-up or broadband access service that enables Subscribers to access the Internet. 1.21 Non-Cable Services: Any service that is not a Cable Service as defined herein, including, but not limited to, Information Services and Telecommunications Services. 1.22 Normal Operating Conditions: Those service conditions that are within the control of the Franchisee. Those conditions that are not within the control of the Franchisee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions that are ordinarily within the control of the Franchisee include, but are not limited to, special promotions, pay-per- view events, rate increases, regular peak or seasonal demand periods, and maintenance or rebuild of the Cable System. See 47 C.F.R. § 76.309(c)(4)(ii). 1.23 Person: An individual, partnership, association, joint stock company, trust, corporation, or governmental entity. CITY OF DOVER 6 11

Item 1. 1.24 Public Rights-of-Way: The surface and the area across, in, over, along, upon, and below the surface of the public streets, roads, bridges, sidewalks, lanes, courts, ways, alleys, and boulevards, including public utility easements and public lands and waterways used as Public Rights-of-Way, as the same now or may thereafter exist, which are under the jurisdiction or control of the City. Public Rights-of-Way do not include the airwaves above a right-of-way with regard to cellular or other non-wire communications or broadcast services. 1.25 Service Area: All portions of the City where Cable Service is being offered. 1.26 Service Interruption: The loss of picture or sound on one or more cable channels. 1.27 Subscriber: A Person who lawfully receives Cable Service over the Cable System with the Franchisee’s express permission. 1.28 Telecommunications Facilities: Franchisee’s existing Telecommunications Services and Information Services facilities and its FTTP Network facilities. 1.29 Telecommunication Services: Shall be defined herein as it is defined under Section 3 of the Communications Act, 47 U.S.C. § 153(46), as may be amended in the future, which states “the offering of telecommunications for a fee directly to the public, or such classes of users as to be effectively available directly to the public, regardless of the facilities used.” 1.30 Title II: Title II of the Communications Act, Common Carriers, as amended, which governs the provision of Telecommunications Services. 1.31 Title VI: Title VI of the Communications Act, Cable Communications, as amended, which governs the provision of Cable Services by Franchisee. 1.32 City: The incorporated area (entire existing territorial limits) of the City and such additional areas as may be included in the corporate (territorial) limits of the City during the term of this Franchise. 1.33 Transfer of the Franchise: 1.33.1 Any transaction in which: 1.33.1.1 the right, title, control or other interest in the Franchisee is transferred, directly or indirectly, from one Person or group of Persons to another Person or group of Persons, so that control of the Franchisee is transferred; or 1.33.1.2 at least thirty percent (30%) of the equitable ownership of the Franchisee is transferred or assigned; or 1.33.1.3 the rights held by the Franchisee pursuant to this Agreement are transferred or assigned to another Person or group of Persons. CITY OF DOVER 7 12

Item 1. 1.33.2 However, notwithstanding subsections 1.33.1.1, 1.33.1.2, and 1.33.1.3, a Transfer of the Franchise shall not include transfer of an ownership or other interest in the Franchisee to the parent of the Franchisee or to another Affiliate of the Franchisee; transfer of an interest in the Franchise or the rights held by the Franchisee under the Franchise to the parent of the Franchisee or to another Affiliate of the Franchisee; any action that is the result of a merger of the parent of the Franchisee; or any action that is the result of a merger of another Affiliate of the Franchisee. 1.34 Video Programming: Shall be defined herein as it is defined under Section 602 of the Communications Act, 47 U.S.C. § 522(20), which currently states programming provided by, or generally considered comparable to programming provided by a television broadcast station. 1.35 Video Service Provider or VSP: Any entity using wired facilities occupying a substantial portion of the Public Rights-of-Way as the primary means of delivery to provide Video Programming services to multiple subscribers within the territorial boundaries of the City, for purchase, barter, or free of charge, regardless of the transmission method, facilities or technologies used. A VSP shall include, but is not limited to, any entity that provides Cable Services, Video Programming services or internet-protocol based services within the territorial boundaries of the City. 2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS 2.1 Grant of Authority: Subject to the terms and conditions of this Agreement and applicable laws and regulations, the City hereby grants to the Franchisee the right to own, construct, operate, and maintain a Cable System to provide Cable Services along the Public Rights- of-Way within the City. No privilege or power of eminent domain is bestowed or waived by this grant. Furthermore, consistent with Section 2.2 below, the City’s grant of authority to provide Cable Services pursuant to this Franchise does not include the authority to provide any Non-Cable Services. 2.2 City’s Regulatory Authority: The parties recognize that the Franchisee’s FTTP Network has been constructed and is operated and maintained as an upgrade to and/or extension of its existing Telecommunications Facilities for the provision of Non-Cable Services. The jurisdiction of the City over the Franchisee’s Telecommunications Facilities is governed by federal and state law, and the City will not assert jurisdiction over the Franchisee’s FTTP Network in contravention of those laws. Therefore, as provided in Section 621 of the Communications Act, 47 U.S.C. § 541, the City’s regulatory authority under Title VI of the Communications Act is not applicable to the construction, installation, maintenance, or operation of the Franchisee’s FTTP Network to the extent the FTTP Network is constructed, installed, maintained, or operated for the purpose of upgrading and/or extending Verizon’s existing Telecommunications Facilities for the provision of Non-Cable Services. This Agreement shall not be construed to limit whatever existing regulatory authority the City may have under federal and state law with respect to the FTTP Network facilities. 2.3 Term: This Franchise shall become effective on ________________, 2023 (the “Effective Date”). The term of this Franchise shall be five (5) years from the Effective Date CITY OF DOVER 8 13

Item 1. until _________________, 2028 unless the Franchise is earlier terminated by Franchisee pursuant to the terms of Sections 2.4 or 2.5 of this Agreement or revoked by the City pursuant to Section 12.4 of this Agreement. 2.4 Termination Generally: If, at any time during the renewal Term, Franchisee experiences a net decline of six percent (6%) or greater of its Subscribers in the Franchise Area in any prior twelve (12) month period (for purposes of clarification, any such twelve (12) month evaluation period shall not commence prior to the Effective Date), Franchisee shall thereafter have the right to terminate the Franchise upon twelve (12) months’ written notice to the City. 2.5 Modification/Termination Based on VSP Requirements/Competitive Equity: 2.5.1 If there is a change in federal, state, or local law that reduces any material financial and/or operational obligation that the City has required from or imposed upon a VSP, or if the City enters into any franchise, agreement, license, or grant of authorization to a VSP to provide Video Programming services to residential subscribers in the City and the agreement, license or grant of authorization, taken as a whole upon consideration of all of its material obligations, is less burdensome than those imposed by this Franchise, Franchisee and the City shall, within sixty (60) days of the City’s receipt of Franchisee’s written notice, commence negotiations to modify this Franchise to create reasonable competitive equity between Franchisee and such other VSPs. 2.5.2 Franchisee’s notice pursuant to Section 2.5.1. shall specify the change in law and the resulting change in obligations. Franchisee shall respond to reasonable information requests from the City, as may be necessary to review the change in obligations resulting from the cited law. 2.6 Grant Not Exclusive: The Franchise and the rights granted herein to use and occupy the Public Rights-of-Way to provide Cable Services shall not be exclusive, and the City reserves the right to grant other franchises for similar uses or for other uses of the Public Rights- of-Way, or any portions thereof, to any Person, or to make any such use itself, at any time during the term of this Franchise. Any such rights that are granted shall not materially interfere with existing facilities of the Cable System or the Franchisee’s FTTP Network. 2.7 Franchise Subject to Federal, State, and Local Law: Notwithstanding any provision to the contrary herein, this Franchise is subject to and shall be governed by all applicable provisions of federal, state, and local laws and regulations. 2.8 No Waiver: 2.8.1 The failure of the City on one or more occasions to exercise a right or to require compliance or performance under this Franchise, the Communications Act, or any other applicable state or federal law shall not be deemed to constitute a waiver of such right or a waiver of compliance or performance by the City, nor to excuse the Franchisee from complying or performing, unless such right or such compliance or performance has been specifically waived in writing. CITY OF DOVER 9 14

Item 1. 2.8.2 The failure of the Franchisee on one or more occasions to exercise a right under this Franchise or applicable law, or to require performance under this Franchise, shall not be deemed to constitute a waiver of such right or of performance of this Agreement, nor shall it excuse the City from performance, unless such right or performance has been specifically waived in writing. 2.9 Construction of Agreement: 2.9.1 The provisions of this Franchise shall be liberally construed to effectuate their objectives. 2.9.2 Nothing herein shall be construed to limit the scope or applicability of Section 625 Communications Act, 47 U.S.C. § 545. 2.9.3 Should any change to federal or state law have the lawful effect of materially altering the terms and conditions of this Agreement making it commercially impracticable for Franchisee to continue the provision of Cable Services in the City, then the parties shall modify this Franchise to the mutual satisfaction of both parties to ameliorate the negative effects on the Franchisee and the City of the material alteration. Any modification to this Franchise shall be in writing and signed by both parties. If the parties cannot reach agreement on the above-referenced modification to the Franchise, then upon either party’s initiative, the parties agree to submit the matter to binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. 2.10 Police Powers: Nothing in this Franchise shall be construed to prohibit the reasonable, necessary, and lawful exercise of the police powers of the City. The City shall not subject the Franchisee to any ordinances or regulations that are that are in conflict with this Franchise. 2.11 Compliance with Federal and State Privacy Laws: Franchisee shall comply with the privacy provisions of Section 631 of the Communications Act, 47 U.S.C. §551, and all other applicable federal and state privacy laws and regulations. The parties agree that, during the term hereof, Franchisee shall not be subject to any local laws or ordinances which, directly or indirectly, conflict with or exceed the scope of such applicable federal and/or state privacy laws. 2.12 Permits: Nothing herein shall be construed to limit the City’s lawful authority to require permits and applicable fees for certain activities in the Public Rights-of-Way; provided, however, that the Franchisee shall not be required to obtain permits for Cable Service drops for individual Subscribers. CITY OF DOVER 10 15

Item 1. 3. PROVISION OF CABLE SERVICE 3.1 Service Area: 3.1.1 Service Area: Subject to the issuance of all necessary permits by the City, the Franchisee shall offer Cable Service to all residential households in the Service Area and may make Cable Service available to businesses in the Service Area, except: (A) for periods of Force Majeure; (B) for periods of unreasonable delay caused by the City; (C) for periods of delay resulting from the Franchisee’s inability to obtain authority to access rights-of-way in the Service Area; (D) in areas where developments, buildings or other residential dwelling units are subject to claimed exclusive arrangements with other providers; (E) in areas, developments, buildings or other residential dwelling units where the Franchisee cannot gain access under reasonable terms and conditions after good faith negotiation, as reasonably determined by the Franchisee; (F) in areas, developments, buildings or other residential dwelling units where the Franchisee is unable to provide Cable Service for technical reasons or which require non-standard facilities which are not available on a commercially reasonable basis, including, but not limited to, circumstances where the Franchisee cannot access the areas, developments, buildings or other residential dwelling units by using the Franchisee’s existing network pathways and which would thus require the construction of new trunk, feeder, or distribution lines; (G) in areas where the occupied residential household density does not meet the density requirements set forth in subsection 3.1.1.1; and (H) in areas, developments, buildings or other residential dwelling units that are not habitable or have not been constructed as of the Effective Date. 3.1.1.1 Density Requirement: Subject to Section 3.1.1, above, the Franchisee shall make Cable Services available to residential dwelling units in all areas of the City where the minimum density is thirty (30) occupied residential dwelling units per mile as measured in strand footage from the nearest technically feasible point on the active FTTP Network trunk or feeder line. 3.2 Availability of Cable Service: Franchisee shall make Cable Service available to all residential dwelling units and may make Cable Service available to businesses within the Service Area in conformance with Section 3.1, the Franchisee shall not discriminate between or among any individuals in the availability of Cable Service. In the areas in which the Franchisee shall provide Cable Service, the Franchisee shall be required to connect, at the Franchisee’s expense, other than a standard installation charge, all residential dwelling units that are within two hundred (200) feet of trunk or feeder lines not otherwise already served by the Franchisee’s FTTP Network. The Franchisee shall be allowed to recover, from a Subscriber that requests such connection, no more than the actual costs incurred in excess of two hundred (200) feet for residential dwelling unit connections that exceed two hundred (200) feet and actual costs incurred to connect any non-residential dwelling unit Subscriber. 3.3 Cable Service to Public Buildings: If there is final determination or ruling of any agency or court having jurisdiction, after exhaustion of all appeals related thereto, that the provision of free or discounted Cable Service to public buildings pursuant to a cable franchise should no longer be included in the calculation of franchise fees subject to the five percent (5%) statutory cap under the Communications Act, then, subject to Section 3.1 if requested by the City CITY OF DOVER 11 16

Item 1. pursuant to written notice to Franchisee, Verizon shall provide, without charge, one service outlet activated for Basic Service to the following: 3.3.1 Each current municipal building, fire station, public and private school and public library as may be designated by the City in Exhibit A; provided, however, that if it is necessary to extend Franchisee’s trunk or feeder lines more than two hundred (200) feet solely to provide service to any such public building, the City shall have the option either of paying Franchisee’s direct costs for such extension in excess of two hundred (200) feet, or of releasing Franchisee from the obligation to provide service to such public building. Furthermore, Franchisee shall be permitted to recover, from any public building owner entitled to free service, the direct cost of installing, when requested to do so, more than one outlet, or concealed inside wiring, or a service outlet requiring more than two hundred (200) feet of drop cable; provided, however, that Franchisee shall not charge for the provision of Basic Service to the additional service outlets once installed. 4. SYSTEM FACILITIES 4.1 Technical Requirement: The Cable System shall meet or exceed any and all applicable technical performance standards of the FCC, the National Electrical Safety Code, the National Electric Code and any other applicable federal laws and the laws of the State of Delaware, to the extent not in conflict with federal law and regulations. 4.2 System Characteristics: The Franchisee’s Cable System shall meet or exceed the following requirements: 4.2.1 The Cable System shall be operated with operated with an initial digital carrier passband between 57 and 861 MHz. 4.2.2 The Cable System shall be operated as an active two-way system that allocates sufficient portion of said bandwidth to deliver reliable two-way Cable Services. 4.2.3 The Cable System must conform to all applicable FCC technical performance standards, as amended from time to time, and any other future applicable technical performance standards, and shall comply with all technical standards of the following: 4.2.3.1 National Electrical Code (NEC); 4.2.3.2 National Electrical Safety Code (NESC). 4.3 Interconnection: The Franchisee shall operate its Cable System so that it may be interconnected with other cable systems in the City. Interconnection of systems may be made by direct cable connection, microwave link, satellite, or other appropriate methods. 4.4 No Interference: The Cable System shall be operated in such a manner as to comply with all applicable FCC requirements regarding (i) consumer electronic equipment and (ii) interference with the reception of off-the-air signals of licensed FCC operators. CITY OF DOVER 12 17

Item 1. 4.5 Standby Power: The System shall incorporate equipment capable of providing standby powering of the System. 4.6 Emergency Alert System: The Franchisee shall comply with the applicable requirements of the FCC with respect to the operation of an Emergency Alert System (“EAS”) requirements of the FCC and applicable state and local EAS plans in order that emergency messages may be distributed over the Cable System. 5. EG SERVICES 5.1 EG Set Aside; Interconnection: 5.1.1 In order to ensure universal availability of Educational and Government Access programming, Franchisee shall reserve on the Basic Service Tier capacity for the use of one (1) dedicated Educational Access Channel and one (1) dedicated Government Access Channel (collectively, “EG Channels”) for exclusive use by the City or its designee. The City will comply with all laws and regulations related to use of the EG Channels. The parties agree that Franchisee shall retain the right to utilize all such reserved EG Channel capacity, in its sole discretion, during the Term of this Franchise until such time as the City begins using the EG Channel pursuant to Section 5.1.2 for educational and/or governmental purposes and/or if the City ceases to use the Access Channel(s) during the term of this Agreement. 5.1.2 The City reserves the right to obtain from the Franchisee, upon one hundred and twenty (120) days written notice, one EG Channel for exclusive use by the City. Such notification shall constitute authorization to the Franchisee to transmit such programming within and without the City. The Franchisee shall assign the EG Channel number to the extent such channel number assignments do not interfere with the Franchisee’s existing or planned channel number line-up and contractual obligations, provided it is understood that the Franchisee specifically reserves the right to make such assignments in its sole discretion. The EG Channel shall be used for community programming related to educational and/or governmental activities. The City shall have complete control over the content, scheduling, and administration of the EG Channel and may delegate such functions, or a portion of such functions, to an appropriate designee. The Franchisee shall not exercise any editorial control over EG Channel programming. If an EG Channel provided under this Article is not being utilized by the City, the Franchisee may utilize such EG Channel, in its sole discretion, after receiving written approval by the City until such time as the City elects to utilize the EG Channel for its intended purpose. In the event that the City decides to exercise its right to use EG capacity, the City shall provide the Franchisee with ninety (90) days’ prior written notice of such request. 5.1.3 The City shall comply with the law regarding the non-commercial use of EG Channels. 5.2 The City and/or its designee shall be solely responsible for operating its switching equipment and the picture and audio quality of all EG Channel programming up to the demarcation points and for ensuring all EG Channel programming is inserted on the appropriate upstream EG Channel. All EG Channel programming shall be transmitted to the Franchisee in baseband or SD-SDI format with either mono or stereo audio signals, and with signals received by CITY OF DOVER 13 18

Item 1. Franchisee in stereo cablecast by Franchisee in stereo. Notwithstanding the foregoing, the Franchisee shall not be obligated to provide the City or its designee with either cablecast equipment and facilities or the personnel responsible for maintaining and operating equipment and facilities on the City’s side of the demarcation point and used to generate or administer any EG Channel access signals, except as necessary to implement the Franchisee’s responsibilities specified herein. The City and the Franchisee shall work together in good faith to resolve any connection issues. If the City issues a franchise to, or renews a franchise with, a competing VSP, the competing VSP may not connect its system to Franchisee’s System for the purposes of obtaining EG Channel programming from the EG Channels transmitted on Franchisee’s System without Franchisee’s prior written consent. 5.2.1 Franchisee may, in its sole discretion, use reasonable efforts to interconnect its Cable System with the existing cable operator(s). If interconnection is pursued, Franchisee may, in its sole discretion, use reasonable efforts to interconnect its Cable System with the existing cable operator(s). If interconnection is pursued, for purposes of providing EG Channels, no earlier than twelve (12) months after written notice by the City to activate an EG channel, the City may require the Franchisee to provide a video link, without charge to the City, to a location within the City where EG Access programming is originated for the purpose of cablecasting EG programming; provided, however, that the Franchisee shall not be obligated to provide the City with either cablecast equipment and facilities or personnel responsible for maintaining and operating such equipment and facilities or generating any such EG programming. 5.3 Indemnity for EG: The City shall require all local producers and users of any of the EG facilities or Channels to agree in writing to authorize the Franchisee to transmit programming consistent with this Agreement and to defend and hold harmless the Franchisee and the City from and against any and all liability or other injury, including the reasonable cost of defending claims or litigation, arising from or in connection with claims regarding an EG programming facility, not including the actual FTTP Network, or Channel or EG Channel programming, including claims for failure to comply with applicable federal laws, rules, regulations or other requirements of local, state, or federal authorities; for claims of libel, slander, invasion of privacy, or the infringement of common law or statutory copyright; for unauthorized use of any trademark, trade name, or service mark; for breach of contractual or other obligations owing to third parties by the producer or user; and for any other injury or damage in law or equity. The City shall establish rules and regulations for use of EG facilities, consistent with, and as required by, Section 611 of the Communications Act, 47 U.S.C. § 531. Notwithstanding the foregoing, the City shall not indemnify the Franchisee for any damages, liability, or claims resulting from acts of willful misconduct or negligence of the Franchisee, its officers, employees, or agents. 5.3.1 Recovery of Costs: The Franchisee shall be allowed to recover any costs arising from the provision of EG services as set forth in 47 U.S.C. § 622, and to include such costs as a separately billed line item on each Subscriber’s bill. Without limiting the foregoing, if allowed under state and federal laws, Franchisee may externalize, line-item, or otherwise pass- through interconnection costs to Subscribers. CITY OF DOVER 14 19

Item 1. 6. FRANCHISE FEES 6.1 Payment to the City: The Franchisee shall pay to the City a franchise fee of five percent (5%) of annual Gross Revenue. In accordance with Title VI of the Communications Act, the twelve (12) month period applicable under the Franchise for the computation of the Franchise fee shall be a calendar year. Such payments shall be made no later than forty-five (45) days following the end of each calendar quarter. Specifically, payments shall be due and payable on or before May 15 (for the first quarter), August 15 (for the second quarter), November 15 (for the third quarter), and February 15 (for the fourth quarter). In the event that any Franchise Fee payment is not made on or before the applicable dates, then interest shall be added at the rate of six percent (6%) of the amount of Franchise Fee revenue due to the City. No acceptance of any payment shall be construed as an accord that the amount paid is the correct amount. The Franchisee shall be allowed to submit or correct any payments that were incorrectly omitted, and shall credit any payments that were incorrectly submitted, in connection with the quarterly Franchise Fee remittances within ninety (90) days following the close of the calendar year for which such payments were applicable. If the City issues or renews any cable franchise(s) after the Effective Date that provide(s) for a lower percentage of a Franchise Fee, then the percentage of the Franchisee’s Franchise Fee payments shall be immediately thereafter reduced to match such lower percentage over that same time period. 6.2 Supporting Information: Each Franchise Fee payment shall be accompanied by a brief report that provides line items for revenue sources and the amount of revenue received from each source and is verified by a financial manager of the Franchisee showing the basis for the computation. 6.3 Limitation on Franchise Fee Actions: The parties agree that the period of limitation for recovery of any Franchise Fee payable hereunder shall be forty-eight (48) months from the date on which the applicable payment by the Franchisee is due. 6.4 Audits: 6.4.1 The City may audit or conduct a Franchise Fee review of the Franchisee’s books and records pertaining directly to the Franchisee’s payment of Franchise Fees in the City no more than once every three (3) years during the Term. Any audit shall be initiated through written notice to the Franchisee by the City, and the City or any auditor employed by the City shall submit its complete request for records within sixty (60) days of the City’s notice; provided, however, that the parties shall work cooperatively on an ongoing basis during the audit review in the event the City or its designated auditor identifies reasonable follow-up records requests to the extent necessary to complete the audit. Subject to the confidentiality provisions of Section 8.1, and execution of a non-disclosure agreement with the City or an auditor employed by the City, all records reasonably necessary for any such audit shall be made available by the Franchisee to the City, in accordance with Section 8.1 hereof, at a designated office of the Franchisee or such other location in the State of Delaware mutually agreed upon by the parties. 6.4.2 The Franchisee shall provide the records reasonably necessary for the audit and requested by the City in a timely manner. Any such audit conducted by the City or auditor employed by the City shall be completed in a timely manner. If upon completion of the CITY OF DOVER 15 20

Item 1. audit, the City does not make a claim for additional payments, then the City shall provide the Franchisee with written documentation of closure of the audit. The City’s claim for additional Franchise Fee payments or its written notice of the audit closure shall be provided to the Franchisee within sixty (60) days from the date on which the audit is completed by the City or its auditor in accordance subsection 6.4.1, above, or by such other date as is mutually agreed to by the parties. 6.4.3 Each party shall bear its own costs of an audit; provided, however, that if the results of any audit indicate that the Franchisee underpaid the Franchise Fees by five percent (5%) or more, then the Franchisee shall pay the reasonable, documented, out-of-pocket costs of the audit up to three thousand dollars ($3,000). 6.4.4 If the results of an audit indicate an underpayment of franchise fees, the parties agree that such underpayment shall be remitted to the City within forty-five (45) days; provided, however, that the Franchisee shall be required to remit underpayments to the City together with interest at six percent (6%) of the amount correctly due from the date such underpayment would have been due. 6.4.5 Any entity employed by the City that performs the audit or franchise fee review shall be a professional firm with recognized expertise in auditing franchise fees and shall not be permitted to be compensated on a success-based formula e.g. payment based on an underpayment of fees, if any. 6.5 Bundled Services: If Cable Services are provided to Subscribers in conjunction with Non-Cable Services, then the calculation of Gross Revenues shall be adjusted, if needed, to include only the value of the Cable Services billed to Subscribers, as reflected on the books and records of the Franchisee in accordance with FCC rules, regulations, standards, or orders. Franchisee agrees that it will not intentionally or unlawfully allocate such revenue for the purpose of evading payments under this Franchise. The parties agree that tariffed Telecommunications Services that cannot be discounted by state or federal law or regulation are to be excluded from the bundled discount allocation basis. 7. CUSTOMER SERVICE Customer Service Requirements are set forth in Exhibit B. Such Requirements may be amended by written consent of the parties. 8. REPORTS AND RECORDS 8.1 Open Books and Records: Upon thirty (30) days’ written notice to the Franchisee, the City shall have the right to inspect the Franchisee’s books and records pertaining to this Agreement or the Franchisee’s provision of Cable Service in the City at any time during Franchisee’s regular business hours as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise that is under review, so that the Franchisee may organize the necessary books and records for appropriate access by the City. The books and records to be made available for inspection by the City shall be made available for inspection at a designated office of the Franchisee or such other location in the State of Delaware mutually agreed upon by the parties. CITY OF DOVER 16 21

Item 1. The Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than forty-eight (48) months. Notwithstanding anything to the contrary set forth herein, the Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to this Agreement or to the provision of Cable Service in the City. If the Franchisee claims any information to be proprietary or confidential, it shall identify the information and provide an explanation as to the reason it is claimed to be confidential or proprietary. The City shall treat any information disclosed by the Franchisee as confidential so long as it is permitted to do so under applicable law, and shall only disclose it to employees, representatives, and agents thereof that have a need to know, or in order to enforce the provisions hereof. The Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. § 551. 8.2 Records Required: The Franchisee shall at all times maintain the following, which may be inspected pursuant to Section 8.1 above: 8.2.1 Records of all Complaints for a period of forty-eight (48) months after receipt by the Franchisee. Complaints recorded will not be limited to complaints requiring an employee service call; 8.2.2 Records of Significant Outages (as defined in the Customer Service Standards attached as Exhibit B) for a period of forty-eight (48) months after occurrence, indicating date, duration, area, and the number of Subscribers affected, type of outage, and cause; 8.2.3 Records of service calls for repair and maintenance for a period of forty-eight (48) months after resolution by the Franchisee, indicating the date and time service was required, the date of acknowledgment and date and time service was scheduled (if it was scheduled), and the date and time service was provided, and (if different) the date and time the problem was resolved; and 8.2.4 Records of installation/reconnection and requests for service extension for a period of forty-eight (48) months after the request was fulfilled by the Franchisee, indicating the date of request, date of acknowledgment, and the date and time service was extended. 9. INSURANCE AND INDEMNIFICATION 9.1 Insurance: 9.1.1 The Franchisee shall maintain in full force and effect, at its own cost and expense, during the Franchise term, the following insurance coverage: 9.1.1.1 Commercial General Liability Insurance in the amount of three million dollars ($3,000,000) per occurrence for property damage and bodily injury. Such insurance shall cover the construction, operation, and maintenance of the Cable System, and the conduct of the Franchisee’s Cable Service business in the City. CITY OF DOVER 17 22

Item 1. 9.1.1.2 Automobile Liability Insurance in the amount of one million dollars ($1,000,000) combined single limit each accident for bodily injury and property damage coverage. 9.1.1.3 Workers’ Compensation Insurance meeting all legal requirements of the State of Delaware and Employers’ Liability Insurance in the following amounts: (A) Bodily Injury by Accident: one hundred thousand dollars ($100,000); and (B) Bodily Injury by Disease: one hundred thousand dollars ($100,000) employee limit; five hundred thousand dollars ($500,000) disease policy limit. 9.1.2 The City shall be included as an additional insured as its interest may appear under this Franchise on Commercial General Liability and Automobile Liability insurance policies. 9.1.3 Upon receipt of notice of cancellation from its insurer, the Franchisee shall provide the City with thirty (30) days’ prior written notice of such cancellation. 9.1.4 Each of the required insurance policies shall be with insurers qualified to do business in the State of Delaware, with an A-VII or better rating for financial condition and financial performance by Best’s Key Rating Guide, Property/Casualty Edition. 9.1.5 Upon written request, the Franchisee shall deliver to the City Certificates of Insurance showing evidence of the required coverage. 9.2 Indemnification: 9.2.1 The Franchisee agrees to indemnify, save and hold harmless, and defend the City, its elected and appointed officials, officers, agents, boards, and employees, from and against any and all claims for injury, loss, liability, cost or expense arising in whole or in part from, incident to, or connected with any act or omission of the Franchisee, its officers, agents, or employees, including the acts or omissions of any contractor or subcontractor of the Franchisee, arising out of the construction, operation, upgrade, or maintenance of its Cable System. The obligation to indemnify, save, hold harmless and defend the City shall include the obligation to pay judgments, injuries, liabilities, damages, penalties, expert fees, court costs and Franchisee’s own attorney’s fees. The City shall give the Franchisee timely written notice of the City’s request for indemnification within (a) thirty (30) days of receipt of a claim or action pursuant to this subsection or (b) ten (10) days following service of legal process on the City or its designated agent of any action related to this subsection. The City agrees that it will take all necessary action to avoid a default judgment. Notwithstanding the foregoing, the Franchisee shall not indemnify the City for any damages, liability, or claims resulting from, and City shall be responsible for, City’s own acts of willful misconduct, the City’s breach of obligation under the Franchise, or negligence of the City, or its elected and appointed officials, officers, agents, boards, and employees. 9.2.2 With respect to the Franchisee’s indemnity obligations set forth in subsection 9.2.1, the Franchisee shall provide the defense of any claims brought against the City by selecting counsel of the Franchisee’s choice to defend the claim, subject to the consent of the City, which shall not unreasonably be withheld. Nothing herein shall be deemed to prevent the CITY OF DOVER 18 23

Item 1. City from cooperating with the Franchisee and participating in the defense of any litigation by its own counsel at its own cost and expense, provided however, that after consultation with the City, the Franchisee shall have the right to defend, settle, or compromise any claim or action arising hereunder, and the Franchisee shall have the authority to decide the appropriateness and the amount of any such settlement. In the event that the terms of any such proposed settlement include the release of the City, and the City does not consent to the terms of any such settlement or compromise, the Franchisee shall not settle the claim or action, but its obligation to indemnify the City shall in no event exceed the amount of such settlement. 10. TRANSFER OF FRANCHISE Transfer: Subject to Section 617 of the Communications Act, 47 U.S.C. § 537, and applicable federal regulations, no Transfer of the Franchise shall occur without the prior consent of the City, provided that such consent shall not be unreasonably conditioned or withheld. No such consent shall be required, however, for a transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title, or interest of the Franchisee in the Franchise or Cable System in order to secure indebtedness, or for transactions otherwise excluded under Section 1.33 above. 11. RENEWAL OF FRANCHISE The City and the Franchisee agree that any proceedings undertaken by the City that relate to the renewal of this Franchise shall be governed by and comply with the provisions of Section 626 of the Communications Act, 47 U.S.C. § 546. 12. ENFORCEMENT AND TERMINATION OF FRANCHISE 12.1 Notice of Non-Compliance: If at any time the City believes that the Franchisee has not complied with the terms of the Franchise, the City shall informally discuss the matter with the Franchisee. If these discussions do not lead to resolution of the problem in a reasonable time, the City shall then notify the Franchisee in writing of the exact nature of the alleged noncompliance (for purposes of this Article, the “Noncompliance Notice”). If the City does not notify the Franchisee of any alleged noncompliance, it shall not operate as a waiver of any rights of the City hereunder or pursuant to applicable law. 12.2 Franchisee’s Right to Cure or Respond: The Franchisee shall have thirty (30) days from receipt of the Noncompliance Notice to: (i) respond to the City in writing, if Franchisee contests (in whole or in part) the assertion of noncompliance; (ii) cure such noncompliance; or (iii) in the event that, by its nature, such noncompliance cannot be cured within such thirty (30) day period, initiate reasonable steps to remedy such noncompliance, diligently pursue such remedy to completion, and notify the City of the steps being taken and the date by which they are projected to be completed. Upon cure of any noncompliance, the City shall provide written confirmation that such cure has been effected. 12.3 Liquidated Damages: After the time period set forth in Sections 12.1-12.2 above, in the event that the City finds that an alleged noncompliance continues to exist and that the Franchisee has not corrected the same in a satisfactory manner or has not diligently commenced correction of such violation, the Franchisee agrees that the City may recover liquidated damages CITY OF DOVER 19 24

Item 1. from the Franchisee in the amounts set forth below following the notice and opportunity to cure provisions set forth in Sections 12.1-12.2 above; provided, however, that if the Franchisee disputes the assessment of any liquidated damages hereunder, the Franchisee may request and the City agrees to schedule a public hearing with regard to such dispute. Following the notice and opportunity to cure periods in Sections 12.1-12.2 above, the City shall provide the Franchisee with written notice that it intends to elect the liquidated damage remedies set forth herein. If the City elects to recover liquidated damages for any item set forth in this Section 12.3 (including customer service violations), the City agrees that such recovery shall be its exclusive remedy for the time period in which liquidated damages are assessed; provided, however, once the City has ceased to assess its liquidated damages remedy as set forth in Section 12.3.2, it may pursue other available remedies. 12.3.1 Pursuant to Section 12.2, the following monetary damages shall apply: For failure to provide Cable Service as set forth in Sections 3.1-3.3..................................................................$150/day for each day the violation continues; For failure to maintain the FCC technical standards as set forth in Section 4 ..........................................................$150/day for each day the violation continues; For failure to provide EG Services to the community specified in Section 5.1…………………………………….. $150/day for each day the violation continues; For failure to comply with Franchise Fee audit requirements as set forth in Section 6.4…………………………………$150/day for each day the violation continues; For failure to provide the City with any reports or records required by the Agreement within the time period required ..............................................$150/day for each day the violation continues; For failure to meet customer service requirements with regard to Sections 2, 3, and 4 of the Customer Service Standards set forth in Exhibit B ...............................$450 for each quarter in which such standards were not met; For failure to carry the insurance specified in Section 10.1.1.........................................................................$150/day for each day the violation continues; and For a Transfer specified in Section 11 without required approval..................................................................................$150/day for each day the violation continues. 12.3.2 The amount of all liquidated damages per annum shall not exceed fifteen thousand dollars ($15,000) in the aggregate. All similar violations or failures from the same factual events affecting multiple subscribers shall be assessed as a single violation, and a violation or a failure may only be assessed under any one of the above-referenced categories. Violations or CITY OF DOVER 20 25

Item 1. failures shall not be deemed to have occurred or commenced until they are not cured as provided in Section 12. 12.3.3 Except as otherwise provided herein, any liquidated damages assessed pursuant to this section shall not be a limitation upon any other provisions of this Franchise and applicable law, including revocation. 12.4 Additional Enforcement Measures: Subject to applicable federal, state and local law, in the event the City determines that the Franchisee is in default of any provision of this Franchise, the City may: 12.4.1 Commence an action at law for monetary damages or seek other equitable relief; or 12.4.2 In the case of a substantial noncompliance with a material provision of this Franchise, seek to revoke the Franchise in accordance with Section 12.5 below. 12.5 Revocation: Should the City seek to revoke this Agreement, and the City chooses not to impose liquidated damages or ceases to impose liquidated damages, the City shall give written notice to the Franchisee of such intent. The notice shall set forth the specific nature of the noncompliance. The Franchisee shall have sixty (60) days from receipt of such notice to object in writing and to state its reasons for such objection. In the event the City has not received a satisfactory response from the Franchisee, it may then seek termination of this Agreement at a public hearing. The City shall cause to be served upon the Franchisee, at least thirty (30) days prior to such public hearing, a written notice specifying the time and place of such hearing. 12.5.1 At any designated public hearing at which the City has informed the Franchisee that revocation is a possible consequence in accordance with the written notice requirements, the Franchisee shall be provided a fair opportunity for full participation, including the rights to be represented by legal counsel, to introduce relevant evidence, and to require the production of evidence. A complete verbatim record and transcript shall be made of such hearing at the Franchisee’s sole cost and expense. 12.5.2 Following the public hearing, the Franchisee shall be provided up to thirty (30) days to submit its proposed findings and conclusions to the City in writing, and thereafter the City shall provide a written determination to the Franchisee setting forth: (i) whether an event of default has occurred under this Agreement; (ii) whether such event of default is excusable; and (iii) whether such event of default has been cured by the Franchisee. The City shall also determine whether it will revoke the Franchise based on the information presented or, in the discretion of the City, grant additional time to the Franchisee to effect any cure. If the City determines that it will revoke the Franchise, the City shall promptly provide the Franchisee with a written determination setting forth the City’s reasoning for such revocation. The Franchisee may appeal such written determination of the City to an appropriate court of competent jurisdiction, which will have the power to review the determination of the City consistent with applicable law. Franchisee shall be entitled to such relief as the court finds appropriate. Such appeal must be taken within the time frame permitted by law. CITY OF DOVER 21 26

Item 1. 13. MISCELLANEOUS PROVISIONS 13.1 Actions of Parties: In any action by the City or the Franchisee that is mandated or permitted under the terms hereof, such party shall act in a reasonable, expeditious, and timely manner. 13.2 Binding Acceptance: This Agreement shall bind and benefit the parties hereto and their respective receivers, trustees, successors, and assigns. 13.3 Force Majeure: The Franchisee shall not be held in default under, or in noncompliance with, the provisions of the Franchise, nor suffer any enforcement or penalty relating to noncompliance or default, where such noncompliance or alleged defaults occurred or were caused by a Force Majeure. 13.3.1 Good Faith Error: The parties hereby agree that it is not the City’s intention to subject the Franchisee to penalties, fines, forfeitures, or revocation of the Franchise for violations of the Agreement where the violation was a good faith error that resulted in no or minimal negative impact on Subscribers. 13.4 Delivery of Payments: The Franchisee may use electronic funds transfer to make any payments to the City required under this Agreement. 13.5 Notices: Unless otherwise expressly stated herein, notices required under the Franchise shall be mailed first class, postage prepaid, to the addressees below. Each party may change its designee by providing written notice to the other party. 13.5.1 Notices to the Franchisee shall be mailed to: President Verizon Pennsylvania LLC 900 Race Street, 6th Floor Philadelphia, PA 19107 With a copy to: Verizon Legal Department 140 West Street, 6th Floor New York NY 10007 Attention: Monica Azare, Vice President and Deputy General Counsel 13.5.2 Notices to the City shall be mailed to: City of Dover P.O. Box 475 Dover, DE 19903 Attn: City Manager CITY OF DOVER 22 27

Item 1. With a copy to: Cohen Law Group 413 S. Main Street Pittsburgh, PA 15215 13.6 Entire Agreement: This Franchise and the Exhibits hereto constitute the entire agreement between the Franchisee and the City and supersedes all prior or contemporaneous agreements, representations, or understanding (whether written or oral) of the parties regarding the subject matter hereof. Any lawful ordinances or parts of ordinances related to the provision of Cable Services over the Cable System in the City that conflict with the provisions of this Agreement are superseded by this Agreement. 13.7 Amendments: Amendments to this Agreement shall be mutually agreed to in writing by the parties. 13.8 Captions: The captions and headings of articles and sections throughout this Agreement are intended solely to facilitate reading and reference to the sections and provisions of this Agreement. Such captions shall not affect the meaning or interpretation of this Agreement. 13.9 Severability: If any section, subsection, sentence, paragraph, term, or provision hereof is determined to be illegal, invalid, or unconstitutional by any court of competent jurisdiction or by any state or federal regulatory authority having jurisdiction thereof, such determination shall have no effect on the validity of any other section, subsection, sentence, paragraph, term, or provision hereof, all of which will remain in full force and effect for the term of the Franchise. 13.10 Recitals: The recitals set forth in this Agreement are incorporated into the body of this Agreement as if they had been originally set forth herein. 13.11 FTTP Network Transfer Prohibition: Under no circumstance including, without limitation, upon expiration, revocation, termination, denial of renewal of the Franchise, or any other action to forbid or disallow the Franchisee from providing Cable Services, shall the Franchisee or its assignees be required to sell any right, title, interest, use, or control of any portion of the Franchisee’s FTTP Network including, without limitation, the Cable System and any capacity used for Cable Service or otherwise, to the City or any third party. The Franchisee shall not be required to remove the FTTP Network or to relocate the FTTP Network or any portion thereof as a result of revocation, expiration, termination, denial of renewal, or any other action to forbid or disallow the Franchisee from providing Cable Services. This provision is not intended to contravene leased access requirements under Title VI or EG requirements set out in this Agreement. 13.12 Publishing Information: The City hereby requests that the Franchisee omit publishing information specified in 47 C.F.R. § 76.952 from Subscriber bills. CITY OF DOVER 23 28

Item 1. 13.13 Parental Control: The Franchisee shall comply with all applicable requirements of federal law(s) governing Subscribers’ capability to control the reception of any channels being received on their television sets. 13.14 Independent Review: The City and the Franchisee each acknowledge that they have received independent legal advice in entering into this Agreement. In the event that a dispute arises over the meaning or application of any term(s) of this Agreement, such term(s) shall not be construed by the reference to any doctrine calling for ambiguities to be construed against the drafter of the Agreement. 13.15 If the City exercises its reasonable, necessary, and lawful police power rights and such exercise results in a material alteration of the terms and conditions of this Agreement that makes it commercially impracticable for Franchisee to continue the provision of Cable Services in the City, then the parties shall modify this Agreement to the mutual satisfaction of both parties to ameliorate the negative effects of the City’s exercise of its police power rights on the Franchisee. Any modification to this Agreement shall be in writing and signed by both parties. If the parties cannot reach agreement on how to ameliorate the negative effects of the City’s exercise of its police power rights, then the parties agree to submit the matter to binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. 13.16 No Third Party Beneficiaries: Except as expressly provided in this Agreement, this Agreement is not intended to, and does not, create any rights or benefits on behalf of any Person other than the parties to this Agreement. 13.17 Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and the parties may become a party hereto by executing a counterpart hereof. This Agreement and any counterpart so executed shall be deemed to be one and the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. [SIGNATURE PAGE FOLLOWS] CITY OF DOVER 24 29

Item 1. CITY OF DOVER By: _______________________________ Print: ______________________________ Title: ______________________________ Date: ______________________________ VERIZON DELAWARE LLC By: _______________________________ Print: ______________________________ Title: President, Verizon Delaware LLC Date: ______________________________ EXHIBITS Exhibit A: Municipal Buildings to be Provided Free Cable Service Exhibit B: Customer Service Standards CITY OF DOVER 25 30

Item 1. EXHIBIT A PUBLIC BUILDINGS TO BE PROVIDED FREE CABLE SERVICE City Hall 15 E. Loockerman Street Dover, DE 19901 City of Dover Park & Recreation White Oak Road Dover, DE 19901 City of Dover Customer Service, Assessor, Information Technology & Finance Depts Weyandt Hall 5 E. Reed Street Dover, DE 19901 City of Dover Public Library 45 S. State Street Dover, DE 19901 City of Dover Warehouse 710 William Street Dover, DE 19901 City of Dover Construction Building 125 Electric A Venue Dover, DE 19901 City of Dover Electric Administration 860 Buttner Place Dover, DE 19904 City of Dover Electric Power Plant 880 Buttner Place Dover, DE 19904 City of Dover Facilities Management 127 Electric Avenue Dover, DE 19904 City of Dover Grounds Department Legislative Avenue Dover, DE 19904 CITY OF DOVER 26 31

Item 1. City of Dover Water Treatment Plant 802 Longpoint Road Dover, DE 19901 City of Dover Police 400 S. Queen Street Dover, DE 19904 Robbins Hose Fire Department Station #1 103 South Governors A venue Dover, DE 19904 Robbins Hose Fire Department Station #2 911 Dover-Kenton Road Dover, DE 19904 City of Dover John Pitts Recreation Center Electric A venue Dover, DE 19904 Academy of Dover Contact: Leondard Litzi 674-0684 104 Saulsbury Road Dover, DE 19904-9904 Campus Community Charter School Contact: Trish Hermance 736-3300 21 North Bradford Street Dover, DE 19904-9904 K-7th All Capital School District Contact: Linda Shreppler 672-1555 East Dover Elementary School 852 South Little Creek Road Dover, DE 19901-4797 Booker T. Washington Elementary School 901 Forest Street Dover. DE 19904-3497 Peak/Kent Secondary Intensive Leaming Ctr (Part of Capital School District-Special Needs) 631 Ridgley Street CITY OF DOVER 27 32

Item 1. Dover, DE 19904 Central Middle School 211 Delaware A venue Dover, DE 19901-3895 Dover High School One Pat Lynn Drive Dover, DE 19904-2899 Fairview Elementary School 700 Walker Road Dover, DE 19904-2792 Kent County Community School Carver Road Dover, DE 19904-2716 North Dover Elementary School 855 College Road Dover, DE 19904-2234 South Dover Elementary School 955 South State Street Dover, DE 19901-4577 Towne Point Elementary School 629 Buckson Drive Dover, DE 19901-2599 William Henry Middle School Carver Road Dover, DE 19904-2716 Holy Cross Contact: 674-5784 631 South State Street Dover, DE 19901 W. Reily Brown Elementary School Contact: Craig Wearden 697-2101 360 Webbs Lane Dover, DE 19904 CITY OF DOVER 28 33

Item 1. Campus Community High School Contact: Heidi Green 736-0403 350 Pear Street Dover, DE 19904 (8th-12th) Because We Care Contact : 734-2301 Middle School Program 1420 McKee Road Dover, DE 19904 Capitol Baptist School 401 Kesselring Avenue Dover, DE 19904 St. John's - Dover 1156 Walker Road Dover, DE 19904 Central Christian School 220 West Denney's Road Dover, DE 19904 Faith Elementary School 90 Saulsbury Road Dover, DE 19904 Kent Christian Academy Denny's Road Dover, DE 19904 CITY OF DOVER 29 34

Item 1. EXHIBIT B CUSTOMER SERVICE STANDARDS These standards shall apply to the Franchisee to the extent it is providing Cable Services over the Cable System in the City. SECTION 1: DEFINITIONS A. Respond: The Franchisee’s investigation of a Service Interruption after receiving a Subscriber call by opening a trouble ticket, if required, and responding to the call. B. Significant Outage: A significant outage of the Cable Service shall mean any Service Interruption lasting at least four (4) continuous hours that affects at least ten percent (10%) of the Subscribers in the City. C. Service Call: The action taken by the Franchisee to correct a Service Interruption the effect of which is limited to an individual Subscriber. D. Standard Installation: Installations where the Subscriber is within two hundred (200) feet of trunk or feeder lines. SECTION 2: OFFICE HOURS AND TELEPHONE AVAILABILITY A. The Franchisee shall maintain a toll-free number to receive all calls and inquiries from Subscribers in the City and/or residents regarding Cable Service. The Franchisee representatives trained and qualified to answer questions related to Cable Service in the Service Area must respond to customer telephone inquiries during Normal Business the Franchisee’s regular business hours. The Franchisee representatives shall identify themselves by name when answering this number. After Normal Business Hours, the toll-free number may be answered by an Automated Response Unit (“ARU”) or a Voice Response Unit (“VRU”), including an answering machine. Inquiries received after Normal Business Hours shall be responded to by a trained company representative on the next business day. B. The Franchisee’s telephone numbers shall be listed, with appropriate description (e.g. administration, customer service, billing, repair, etc.), in the directory published by the local telephone company or companies serving the Service Area, beginning with the next publication cycle after acceptance of this Franchise by the Franchisee. C. The Franchisee may, at any time, use an ARU or a VRU to distribute calls. If a foreign language routing option is provided, and the Subscriber does not enter an option, the menu will default to the first tier menu of English options. After the first tier menu (not including a foreign language rollout) has run through three (3) times, if customers do not select any option, the ARU or VRU will forward the call to a queue for a live representative. The Franchisee may reasonably substitute this requirement with another method of handling calls from customers who do not have touch-tone telephones. CITY OF DOVER 30 35

Item 1. D. Under Normal Operating Conditions, calls received by the Franchisee shall be answered within thirty (30) seconds. The Franchisee shall meet this standard for ninety percent (90%) of the calls it receives at all call centers receiving calls from Subscribers, as measured on a cumulative quarterly calendar basis. Measurement of this standard shall include all calls received by the Franchisee at all call centers receiving calls from Subscribers, whether they are answered by a live representative, by an automated attendant, or abandoned after thirty (30) seconds of call waiting. E. Under Normal Operating Conditions, callers to the Franchisee shall receive a busy signal no more than three percent (3%) of the time during any calendar quarter. F. At the Franchisee’s option, the measurements above may be changed from calendar quarters to billing or accounting quarters. The Franchisee shall notify the City of such a change at least thirty (30) days in advance of any implementation. The Franchisee shall not be required to acquire equipment or perform surveys to measure compliance with the telephone answering standards above unless a historical record of complaints indicates a clear failure to comply. SECTION 3: INSTALLATIONS AND SERVICE APPOINTMENTS A. All installations will be in accordance with the rules of the FCC, the National Electric Code, and the National Electrical Safety Code, including but not limited to, appropriate grounding, connection of equipment to ensure reception of Cable Service, and the provision of required consumer information and literature to adequately inform the Subscriber in the utilization of Franchisee-supplied equipment and Cable Service. B. The Standard Installation shall be performed within seven (7) business days after the placement of the Optical Network Terminal (“ONT”) on the customer’s premises or within seven (7) business days after an order is placed if the ONT is already installed on the customer’s premises. The Franchisee shall meet this standard for ninety five percent (95%) of the Standard Installations it performs, as measured on a calendar quarter basis, excluding customer requests for connection later than seven (7) days after ONT placement or later than seven (7) days after an order is placed if the ONT is already installed on the customer’s premises. C. The Franchisee will offer Subscribers “appointment window” alternatives for arrival to perform installations, Service Calls, and other activities of a maximum four (4) hour scheduled time block during Normal Business Hours. At the Franchisee’s discretion, the Franchisee may offer Subscribers appointment arrival times other than these four (4) hour time blocks, if agreeable to the Subscriber. These hour restrictions do not apply to weekends. The Franchisee may not cancel an appointment with a Subscriber after the close of business on the business day prior to the scheduled appointment. If a technician is running late for an appointment with a Subscriber and will not be able to keep the appointment as scheduled, the Subscriber will be contacted. The appointment will be rescheduled, as necessary, at a time which is convenient for the Subscriber. CITY OF DOVER 31 36

Item 1. SECTION 4: SERVICE INTERRUPTIONS AND OUTAGES A. The Franchisee shall exercise commercially reasonable efforts to limit any Significant Outage for the purpose of maintaining, repairing, or constructing the Cable System. Except in an emergency or other situation necessitating a more expedited or alternative notification procedure, the Franchisee may schedule a Significant Outage for a period of more than four (4) hours during any twenty-four (24) hour period only after the City and each affected Subscriber in the Service Area have been given fifteen (15) days’ prior notice of the proposed Significant Outage. Notwithstanding the foregoing, the Franchisee may perform modifications, repairs, and upgrades to the Cable System between 12:01 a.m. and 6:00 a.m. which may interrupt service. B. Under Normal Operating Conditions, the Franchisee must Respond to a call from a Subscriber regarding a Service Interruption or other service problem within the following time frames: (1) Within twenty-four (24) hours, including weekends, of receiving Subscriber calls respecting Service Interruptions in the Service Area and shall diligently pursue to completion. (2) The Franchisee must begin actions to correct all other Cable Service problems the next business day after notification by the Subscriber or the City of a Cable Service problem and shall diligently pursue to completion. C. Under Normal Operating Conditions, the Franchisee shall complete Service Calls within seventy-two (72) hours of the time the Franchisee commences to Respond to the Service Interruption, not including weekends and situations where the Subscriber is not reasonably available for a Service Call to correct the Service Interruption within the seventy-two (72) hour period. D. The Franchisee shall meet the standard in Subsection D of this Section for ninety percent (90%) of the Service Calls it completes, as measured on a quarterly basis. E. At the Franchisee’s option, the above measurements may be changed from calendar quarters to billing or accounting quarters. The Franchisee shall notify the City of such a change at least thirty (30) days in advance of any implementation. F. Under Normal Operating Conditions, the Franchisee shall provide a credit upon Subscriber request when all Channels received by that Subscriber are out of service for a period of four (4) consecutive hours or more. The credit shall equal, at a minimum, a proportionate amount of the affected Subscriber(s) current monthly bill. In order to qualify for the credit, the Subscriber must promptly report the problem and allow the Franchisee to verify the problem if requested by the Franchisee. If Subscriber availability is required for repair, a credit will not be provided for such time, if any, that the Subscriber is not reasonably available. G. Under Normal Operating Conditions, if a Significant Outage affects all Video Programming Cable Services for more than twenty-four (24) consecutive hours, the Franchisee shall issue an automatic credit to the affected Subscribers in the amount equal to their monthly recurring charges for the proportionate time the Cable Service was out, or a credit to the affected Subscribers in the amount equal to the charge for the basic plus enhanced basic level of service for CITY OF DOVER 32 37

Item 1. the proportionate time the Cable Service was out, whichever is technically feasible or, if both are technically feasible, as determined by the Franchisee provided such determination is non- discriminatory. Such credit shall be reflected on a subsequent Subscriber billing statement. H. With respect to service issues concerning Cable Services provided to the City facilities, the Franchisee shall Respond to all inquiries from the City within four (4) hours and shall commence necessary repairs within twenty-four (24) hours under Normal Operating Conditions and shall diligently pursue to completion. If such repairs cannot be completed within twenty-four (24) hours, the Franchisee shall notify the City in writing as to the reason(s) for the delay and provide an estimated time of repair. I. The Franchisee may provide all notices identified in this Section electronically or on-screen. SECTION 5: CUSTOMER COMPLAINTS Under Normal Operating Conditions, the Franchisee shall investigate Subscriber complaints referred by the City within seventy-two (72) hours of receipt. The Franchisee shall notify the City of those matters that necessitate an excess of seventy-two (72) hours to resolve, but those matters must be resolved within fifteen (15) days of the initial complaint. The City may require reasonable documentation to be provided by the Franchisee to substantiate the request for additional time to resolve the problem. For purposes of this Section, “resolve” means that the Franchisee shall perform those actions which, in the normal course of business, are necessary to investigate the Subscriber’s complaint and advise the Subscriber of the results of that investigation. SECTION 6: BILLING A. Subscriber bills shall be clear, concise, and understandable. Bills shall be fully itemized to include all applicable service tiers and, if applicable, all related equipment charges. Bills shall clearly delineate activity during the billing period, including optional charges, rebates, credits, and aggregate late charges. The Franchisee shall maintain records of the date and place of mailing of bills. B. A specific due date shall be listed on the bill of every Subscriber whose account is current. Delinquent accounts may receive a bill that lists the due date as upon receipt; however, the current portion of that bill shall not be considered past due. C. Any Subscriber who, in good faith, disputes all or part of any bill shall have the option of withholding the disputed amount without disconnect or late fee being assessed until the dispute is resolved provided that: (1) The Subscriber pays all undisputed charges; (2) The Subscriber provides notification of the dispute to the Franchisee within five (5) days prior to the due date; (3) The Subscriber cooperates in determining the accuracy and/or appropriateness of the charges in dispute; and CITY OF DOVER 33 38

Item 1. (4) It shall be within the Franchisee’s sole discretion to determine when the dispute has been resolved. D. Under Normal Operating Conditions, the Franchisee shall initiate investigation and resolution of all billing complaints received from Subscribers within five (5) business days of receipt of the complaint. Final resolution shall not be unreasonably delayed. E. The Franchisee shall provide a telephone number and address on the bill for Subscribers to contact the Franchisee. F. The Franchisee shall forward a copy of any Cable Service related billing inserts or other mailing sent to Subscribers to the City upon written request. G. The City hereby requests that the Franchisee omit the City’s name, address, and telephone number from Subscriber bills as permitted by 47 C.F.R. § 76.952. SECTION 7: RATES, FEES, AND CHARGES A. The Franchisee shall not, except to the extent permitted by law, impose any fee or charge for Service Calls to a Subscriber’s premises to perform any repair or maintenance work related to the Franchisee’s equipment necessary to receive Cable Service, except where such problem is caused by a negligent or wrongful act of the Subscriber (including, but not limited to a situation in which the Subscriber reconnects the Franchisee’s equipment incorrectly) or by the failure of the Subscriber to take reasonable precautions to protect the Franchisee’s equipment. B. The Franchisee shall provide reasonable notice to Subscribers of the possible assessment of a late fee on bills or by separate notice. SECTION 8: DISCONNECTION /DENIAL OF SERVICE A. The Franchisee shall not terminate Cable Service for nonpayment of a delinquent account unless the Franchisee provides a notice of the delinquency and impending termination prior to the proposed final termination. The notice shall be provided to the Subscriber to whom the Cable Service is billed. The notice of delinquency and impending termination may be part of a billing statement. B. Cable Service terminated in error must be restored without charge within twenty- four (24) hours of notice. If a Subscriber was billed for the period during which Cable Service was terminated in error, a credit shall be issued to the Subscriber if the Cable Service termination was reported by the Subscriber. C. Nothing in these standards shall limit the right of the Franchisee to deny Cable Service for non-payment of previously provided Cable Services, refusal to pay any required deposit, theft of Cable Service, damage to the Franchisee’s equipment, abusive and/or threatening behavior toward the Franchisee’s employees or representatives, or refusal to provide credit history information or refusal to allow the Franchisee to validate the identity, credit history, and credit worthiness via an external credit agency. CITY OF DOVER 34 39

Item 1. SECTION 9: COMMUNICATIONS WITH SUBSCRIBERS A. All Franchisee personnel, contractors, and subcontractors contacting Subscribers or potential Subscribers at the homes of such Subscribers or potential Subscribers shall wear a clearly visible identification card bearing their name and photograph. The Franchisee shall make reasonable efforts to account for all identification cards at all times. In addition, all Franchisee representatives shall wear appropriate clothing while working at a Subscriber’s or potential Subscriber’s premises. Every service vehicle of the Franchisee and its contractors or subcontractors shall be clearly identified as such to the public. Specifically, the Franchisee vehicles shall have the Franchisee’s logo plainly visible. The vehicles of those contractors and subcontractors working for the Franchisee shall have the contractor’s/subcontractor’s name plus markings (such as a magnetic door sign) indicating they are under contract to the Franchisee. B. All contact with a Subscriber or potential Subscriber by a Person representing the Franchisee shall be conducted in a courteous manner. C. All notices identified in this Section shall be by either: (1) A separate document included with a billing statement or a message included on the portion of the monthly bill that is to be retained by the Subscriber; (2) A separate electronic notification; (3) A separate on-screen notification; or (4) Any other reasonable written means. D. The Franchisee shall provide reasonable notice to Subscribers of any pricing changes or additional changes (excluding sales discounts, new products, or offers) and, subject to the foregoing, any changes in Cable Services, including channel line-ups. Such notice must be given to Subscribers and the City a minimum of thirty (30) days in advance of such changes if within the control of the Franchisee, and the Franchisee shall provide a copy of the notice to the City including how and where the notice was given to Subscribers. E. The Franchisee shall provide information to all Subscribers about each of the following items at the time of installation of Cable Services, annually to all Subscribers, at any time upon request, and, subject to Subsection 9.D., at least thirty (30) days prior to making significant changes in the information required by this Section if within the control of the Franchisee: (1) Products and Cable Services offered; (2) Prices and options for Cable Services and condition of subscription to Cable Services. Prices shall include those for Cable Service options, equipment rentals, program guides, installation, downgrades, late fees, and other fees charged by the Franchisee related to Cable Service; CITY OF DOVER 35 40

Item 1. (3) Installation and maintenance policies including, when applicable, information regarding the Subscriber’s in-home wiring rights during the period Cable Service is being provided; (4) Channel positions of Cable Services offered on the Cable System; (5) Complaint procedures, including the name, address, and telephone number of the City, but with a notice advising the Subscriber to initially contact the Franchisee about all complaints and questions; (6) Procedures for requesting Cable Service credit; (7) The availability of a parental control device; (8) Franchisee practices and procedures for protecting against invasion of privacy; and (9) The address and telephone number of the Franchisee’s office to which complaints may be reported. F. Notices of changes in rates shall indicate the Cable Service new rates and old rates, if applicable. G. Every notice of termination of Cable Service shall include the following information: (1) The name and address of the Subscriber whose account is delinquent; (2) The amount of the delinquency for all services billed; (3) The date by which payment is required in order to avoid termination of Cable Service; and (4) The telephone number for the Franchisee where the Subscriber can receive additional information about their account and discuss the pending termination. CITY OF DOVER 36 41

Item 1. City of Dover MAYOR AND COUNCIL PROPOSED COUNCIL RESOLUTION NO. 2023-11 1 A RESOLUTION OF THE CITY OF DOVER AUTHORIZING EXECUTION OF 2 A CABLE FRANCHISE AGREEMENT BETWEEN THE CITY AND VERIZON 3 DELAWARE LLC 4 5 6 WHEREAS, the Franchisee is a “cable operator” and the City is a “local franchising 7 authority” in accordance with Title VI of the Communications Act (see 47 U.S.C. § 522(5), 8 (10)) and the City is authorized to grant one or more nonexclusive cable franchises to 9 operate a Cable System within the City pursuant to Title VI of the Communications Act; 10 11 WHEREAS, the City previously granted to the Franchisee a nonexclusive initial Franchise 12 to install, maintain, extend, and operate a Cable System in the City and such Franchise has 13 expired (the “Initial Franchise”); 14 15 WHEREAS, the Franchisee has operated a Cable System in accordance with the Initial 16 Franchise as of the Effective Date on its existing Telecommunications Facilities consisting 17 of a Fiber to the Premises Telecommunications Network (“FTTP Network”) in the City 18 which also transmits Non-Cable Services pursuant to authority granted by applicable state 19 law and Title II of the Communications Act, and which are not subject to Title VI of the 20 Communications Act or this Agreement; 21 22 WHEREAS, the Franchisee has requested that the City renew the Franchisee’s Franchise 23 to provide Cable Service to residents of the City; 24 25 WHEREAS, pursuant to and in accordance with applicable federal and state law, the City 26 undertook a process to determine whether it should renew the Initial Franchise and the 27 terms for such a renewal; 28 29 WHEREAS, the City has examined the past performance of the Franchisee and has 30 identified the City’s future cable-related needs and interests; 31 32 WHEREAS, following good faith negotiations between the parties, the City and the 33 Franchisee have agreed on the terms for a Franchise Renewal Agreement under which the 34 Franchisee will continue to operate its Cable System in the City; and P.O. Box 475 ❖ Dover, Delaware ❖19903 42 Community Excellence Through Quality Service

PROPOSED COUNCIL RESOLUTION NO. 2023-10 PAGE 2 Item 1. 35 WHEREAS, the City has determined that this Agreement and the process for consideration 36 of this Agreement complies with all applicable federal, state, and local laws and 37 regulations. 38 39 NOW THEREFORE, BE IT RESOLVED that the Dover City Council does hereby 40 approve the cable franchise agreement negotiated with the Franchisee, including all of the 41 terms and conditions contained therein, and does hereby authorize the execution of such 42 agreement. 43 44 ADOPTED: * 45 46 47 48 _______________________________ _______________________________ 49 ROBIN R. CHRISTIANSEN WILLIAM F. HARE 50 MAYOR COUNCIL PRESIDENT 51 52 53 Actions History 54 07/25/2023 - Scheduled for Introduction - Legislative, Finance, and Administration Committee 43 P.O. Box 475 ❖ Dover, Delaware ❖19903 Community Excellence Through Quality Service

Item 2. CITY OF DOVER, DELAWARE ACTION FORM PROCEEDING: Council Committee of the Whole (L & F) DEPARTMENT OF ORIGIN: Water & Wastewater SUBMITTED ON: July 14, 2023 PREPARED BY: Jason A. Lyon, P.E., Director of Water & Wastewater / Engineering Services REVIEWED BY: David S. Hugg, III, City Manager and Lori Peddicord, Controller / Treasurer SUBJECT: Resolution Application for Drinking Water Matching Planning Grant TIMETABLE: Application to be submitted by September 1, 2023. Once adopted by Council, this will be forwarded to Drinking Water State Revolving Fund Program. RELATED PROJECT: N/A REFERENCE: Sole Source Letter - Rezatec EXPENDITURE REQUIRED: $37,500 AMOUNT BUDGETED: $75,000 FUNDING SOURCE (Dept./Page in CIP & Budget): Department of Water & Wastewater – Water Management, CIP Project WD2407, CIP Project Name: Predictive Water Main Leak Modeling, Account No.: 401-40-68-99-000-54031. (FY25 and FY26 each have $25,000 budgeted) STAFF RECOMMENDATION: Adopt resolution as submitted so staff may complete application for a Water Matching Planning Grant. Authorize the sole source designation for Rezatec. BACKGROUND AND ANALYSIS: The State of Delaware has allotted matching funds for Water System Modeling to solve various water system problems, including but not limited to, chronic water system issues like low pressure dead-ends, adding water storage, and investigating water production capacity. The Fiscal Year 2024 budget includes funds in the Water Division to perform predictive water modeling to help detect water main leaks in the city’s water system. In general, this project will evaluate our existing water mains and prioritize a list of locations where water leaks are occurring, giving staff a proactive approach to identifying, budgeting for, and repairing water main leaks. The budget in the Water Management Capital Improvement Plan budget is $75,000. The Department of Water & Wastewater will be seeking matching funds in the amount of $37,500 which would be 50% of 44

Item 2. the total cost. The company that the Department of Water & Wastewater would be using is the sole source vendor, Rezatec. Rezatec’s pipeline leakage risk data product is patent protected, and its surface deformation data product is patent pending (see attached letter from Rezatec). There are no like items or products available for purchase to perform the same analysis that the city is requiring. The application process for the grant requires that City Council adopts a resolution endorsing the application for a Drinking Water Matching Planning Grant. 45

Item 2. City of Dover MAYOR AND COUNCIL PROPOSED COUNCIL RESOLUTION NO. 2023-09 1 A RESOLUTION PROPOSING APPLICATION FOR DRINKING WATER MATCHING 2 PLANNING GRANT 3 4 WHEREAS, the Mayor and Council of the City of Dover, Delaware, herein called the “Applicant”, 5 has, after adequate consideration, of the various aspects of available data as it relates to the water 6 infrastructure, determined that improvements to the City of Dover water infrastructure may be 7 necessary; and 8 9 WHEREAS, the Applicant has determined that the expeditious completion of predictive water 10 modeling is desirable and in the public interest, and to that end it is necessary that actions be taken 11 immediately; and 12 13 WHEREAS, the State of Delaware has authorized the making of grants to aid in financing Water 14 System Modeling and related services in connection therewith; and 15 16 WHEREAS, the Applicant has examined and duly considered the Guidelines for said grants and 17 the Applicant deems it to be in the public interest and to the public benefit to file an application 18 for a grant under these Guidelines, and to authorize other action in connection therewith. 19 20 NOW, THEREFORE, BE IT RESOLVED BY the Mayor and Council of the City of Dover, 21 Delaware, the governing body of said Applicant, as follows: 22 23 1. That the said Project is essential to and is in the best interest of the Applicant and to the 24 end that the said Project may be carried out as promptly as practical, it is desirable that 25 action hereto be undertaken immediately. 26 27 2. That David S. Hugg, III City Manager, or his designated representative, be hereby 28 authorized to file on behalf of the Applicant, an application (in the format required by 29 the State of Delaware and in conformity with the request hereto) for a matching grant 30 to be made from the State of Delaware Drinking Water State Revolving Fund 31 (DWSRF) Non-Federal Administrative Account to the Applicant to aid in defraying 32 the cost of the Project described above. 33 34 3. That if such a grant is made, the Applicant agrees to pay all the remaining cost of the 35 approved Project, over and above the amount of the State grant. 36 37 4. That the said David S. Hugg, III City Manager, or his designated representative, is 38 hereby authorized to accept any State grant that may be offered, to furnish such P. O. Box 475 Dover, DE 19903 46 Community Excellence Through Quality Service

Item 2. PROPOSED COUNCIL RESOLUTION NO. 2023-09 PAGE 2 39 information, and to take other action as may be necessary to enable the Applicant to 40 qualify for the grant; and 41 42 5. That the said David S. Hugg, III City Manager, or his representative designated as the 43 Authorized Representative of the Applicant for the purpose of furnishing to the State 44 of Delaware such information, data, and documents pertaining to the application for 45 the grant as may be required; and otherwise to act as the authorized representative of 46 the Applicant in connection to the application and in connection with any requirements 47 of the State grant which may be made. 48 49 6. That certified copies of this Resolution be included as part of the Application to be 50 submitted to the State of Delaware. 51 52 ADOPTED: 53 54 55 ________________________________ ______________________________ 56 ROBIN R. CHRISTIANSEN WILLIAM F. HARE 57 MAYOR COUNCIL PRESIDENT 58 59 Actions History 60 07/25/2023 - Scheduled for Introduction – Legislative, Finance, and Administration Committee P. O. Box 475 Dover, DE 19903 47 Community Excellence Through Quality Service

Item 2. Private & Confidential Jason Lyon, Kate Mills Director of Water & Wastewater, Water Production Manager Weyandt Hall - 5 E Reed St., Dover, DE 19901 09 June 2023 Dear Jason & Kate, Sole Source Confirmation – Surface Deformation & Pipeline Leakage Risk Data Products We write to confirm that the Surface Deformation and Pipeline Leakage Risk Data Products sold under Rezatec’s Water-Sat brand are sole source products developed, manufactured solely by Rezatec. No other division of Rezatec or any other Company supplies these or similar products to market. Rezatec’s Pipeline Leakage Risk Data Product is patent protected under US patent number 10,802,136 B2. Rezatec’s Surface Deformation Data Product is protected via patent-pending filed with the US PTO. The above-referenced Products can only be procured from Rezatec. Rezatec Global, Inc is the sole supplier of the Products in the state of Delaware. Competition is precluded by the existence of the patent protections referenced above and further by copyright and trade secret protections. There are no other like items or products available for purchase, purpose or function and there is only one price available for the above-named products as they are owned and distributed exclusively by Rezatec. Alternative services that might be available in the marketplace will not meet the needs of the city or are otherwise not in the best interests of the city as they do not meet the minimum specification defined in Schedule 1 of this letter. Yours Patrick Newton Chief Executive Officer Rezatec Global Inc. 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808 48

Item 2. Schedule 1 Public Domain Description of Data Products and Associated Monitoring Services Water & Sewer Risk Analysis The Pipeline Risk product aligns with the common definition of risk being a function of Likelihood of Failure and Criticality of Failure. It is designed in a modular way allowing selection of modules meeting clients’ specific requirements. Pipeline Risk can be applied to both clean water and wastewater networks. However, most use cases to date are around clean water. Core Products 1. Likelihood of Failure The Product’s underlying risk model combines geospatial datasets (e.g., terrain motion, vegetation presence, land cover, soil properties) with pipeline attributes (e.g., pipeline age, material, diameter, and length). Model based machine learning algorithms identify patterns of failure and comparative Likelihood of Failure (LoF). The initial output from the risk model is a calculation of LoF by pipeline section, not longer than 328ft. The LoF measure for each section enables a direct comparison of risk between locations and provides a view of failure potential across the entire network. Likelihood of Failure is the key input to complementary Rezatec outputs (Failure Zones, Consequence, Criticality) which support targeting the highest risk locations on the network based on specific customer criteria and subsequent planned operations such as asset inspections, technology deployment (e.g., acoustic logger placement) or network maintenance planning. Results are updated regularly to capture pipe deterioration, new failure events, changes within the network, and to incorporate updates to underlying geospatial data (e.g., weather patterns, terrain motion, land use change). The frequency of refresh can vary from an annual to a quarterly update (to capture seasonal variations) dependent on customer requirements and availability of new data. 2. Consequence of Failure To assess the full risk exposure within a water network the Data Product includes a Consequence of Failure component. Consequence of Failure score is calculated and assigned to each pipeline section similarly to the Likelihood of Failure score. Consequence of Failure requires inputs from Likelihood of Failure analysis, and it is a pre- requisite for the Criticality metric. The frequency of update can vary and should be aligned with updates to Likelihood of Failure. 3. Criticality The Rezatec Criticality layer is a combination of both Likelihood of Failure and Consequence of Failure analysis for each pipeline section. The final output highlights top 1%, 5% and 10% of the whole network by combined Criticality score. Rezatec Global Inc. 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808 49

Item 3. CITY OF DOVER, DELAWARE ACTION FORM PROCEEDING: Council Committee of the Whole (L & F) DEPARTMENT OF ORIGIN: Water & Wastewater SUBMITTED ON: July 14, 2023 PREPARED BY: Jason A. Lyon, P.E., Director of Water & Wastewater / Engineering Services REVIEWED BY: David S. Hugg, III, City Manager and Lori Peddicord, Controller / Treasurer SUBJECT: Consolidated Appropriations Act of 2023 Grant Approval for Water Quality Improvements FY24 TIMETABLE: Completed application to be submitted by September 15, 2023 through the application portal at Sam.gov RELATED PROJECT: N/A REFERENCE: N/A EXPENDITURE REQUIRED: $450,000 AMOUNT BUDGETED: $2,250,000 FUNDING SOURCE (Dept./Page in CIP & Budget): Department of Water & Wastewater – Water Management, CIP Project WQ2401, CIP Project Name: Water Quality Improvements, Account No.: 401-40-68-99-000-54031. STAFF RECOMMENDATION: Allow staff to complete the grant application for the Consolidated Appropriations Act of 2023 to supplement payment of the capital project. BACKGROUND AND ANALYSIS: The City of Dover applied for funding through the Consolidated Appropriations Act of 2023. The city was informed in early March 2022 that we were awarded $1,800,000 for water quality improvements on our distribution system. The caveat is that the city would be required to match with $450,000. The city has these funds earmarked and will need to submit the final application through the Sam.gov. The location of the water quality improvements will be Fairview Avenue East Alley, Fairview Avenue West Alley and Queen Street. In accordance with city financial policies, a Department Grant Application Analysis Form was completed for each project and submitted to the appropriate parties for review and approval. Staff recommends 50

Item 3. approval to complete the grant application for the Consolidated Appropriations Act of 2023 to supplement payment of the Water Quality Improvement project. 51

Item 4. CITY OF DOVER, DELAWARE ACTION FORM PROCEEDING: Council Committee of the Whole (L & F) DEPARTMENT OF ORIGIN: Water & Wastewater SUBMITTED ON: July 14, 2023 PREPARED BY: Jason A. Lyon, P.E., Director of Water & Wastewater / Engineering Services REVIEWED BY: David S. Hugg, III, City Manager and Lori Peddicord, Controller / Treasurer SUBJECT: Emerging Contaminants – Small or Disadvantaged Community Grant Program Approval for Carbon Column Replacement and PFAS Treatment Feasibility Study & Design TIMETABLE: Application to be submitted by November 1, 2023, assuming the city makes the project priority list. Water Infrastructure Advisory Council will provide a decision on or around December 13, 2023. RELATED PROJECT: N/A REFERENCE: N/A EXPENDITURE REQUIRED: $0 AMOUNT BUDGETED: $280,000 FUNDING SOURCE (Dept./Page in CIP & Budget): Department of Water & Wastewater – Water Management, CIP Project WD2404, CIP Project Name: Carbon Column Media Replacement, Account No.: 401-40-68-99-000-54031. (PFAS Treatment Feasibility Study not planned in FY24) STAFF RECOMMENDATION: Allow staff to submit a grant application for the Column Media Replacement and the PFAS Treatment Feasibility Study & Design. BACKGROUND AND ANALYSIS: The Federal Government enacted the Bipartisan Infrastructure Law, which invests $9 billion over five (5) years to help communities combat emerging contaminants in their drinking water systems. The funding is regulated by each state by their designed agency. In Delaware, the Department of Health & Social Services will be running the grant program. The city has two (2) projects that would apply to this grant opportunity: 52

Item 4. 1. Carbon Column Media Replacement. This project was accepted in the FY24 CIP plan. This project will replace the aged carbon media that is used at the water treatment plant. This media is used as a finishing step in the treatment process for the water supplied from the water treatment plant to the distribution system. 2. PFAS Treatment Feasibility Study & Design. This is a project that was not planned in FY24. This emerging contaminant, formally known as Per-and Polyfluoroalkyl Substances is currently being evaluated by the EPA to determine maximum contaminant levels. This project would allow the city to conduct a feasibility study and engineering design to address any future regulatory requirements related to this emerging contaminant. In accordance with city financial policies, a Department Grant Application Analysis Form was completed for each project and submitted to the appropriate parties for review and approval. Staff believes that both projects are sound and meet the intent of the grant program. Staff recommends approval to submit a grant application for the Column Media Replacement and the PFAS Treatment Feasibility Study & Design through the Delaware Department of Health & Social Services. 53

Item 5. CITY OF DOVER, DELAWARE ACTION FORM PROCEEDING: Council Committee of the Whole (Leg & Fin) DEPARTMENT OF ORIGIN: Water & Wastewater SUBMITTED ON: July 14, 2023 PREPARED BY: Jason A. Lyon, P.E., Director of Water & Wastewater / Engineering Services REVIEWED BY: David S. Hugg, III, City Manager and Lori Peddicord, Controller / Treasurer SUBJECT: Change Order to CT2322 – Dover Little League Site Improvements TIMETABLE: Notice to Proceed to be issued within seven (7) days of Council approval. Project anticipated to be completed within thirty (30) calendar days from issuance of Notice to Proceed from the Community Transportation Fund (CTF) Office. RELATED PROJECT: Evaluation of Bids – FY 2023B Street and Alley Program REFERENCE: CIP- General Fund Projects EXPENDITURE REQUIRED: $264,994.00 AMOUNT BUDGETED: $264,994.00* FUNDING SOURCE (Dept./Page in CIP & Budget): Community Transportation Fund (CTF), agreements 23-P-PROG-22, not originally budgeted in City of Dover Budget. Account No.: 203-12-99-99-000-54031. *-amount to be funded by local legislators, not city funded. STAFF RECOMMENDATION: Award change order to Grassbusters Landscaping Co., Inc, for the City of Dover FY 2023B Street and Alley Program, Bid #23-0012PW, specifically for the Little League Site Improvements, for the amount of $264,994. BACKGROUND AND ANALYSIS: Per the City of Dover Purchasing Policy & Procedures, section 3.11.B, the City Manager and Controller/Treasurer are authorized to approve change orders that are within fifteen percent (15%) of the originally approved contract. The original contract price for this project was $413,294, the requested change order is approximately 64% of the originally approved contract. This projects original intent was to rehabilitate the Dover Little League’s (DLL) parking lot. The DLL has since requested additional legislator funding to improve the concession stand pavement and concrete and pavement around field dugouts. 54

Item 5. City staff has reviewed the proposed change order and finds the proposal fair and reasonable. Staff recommends awarding change order to Grassbusters Landscaping Co. Inc. in the amount of $264,994 for the required design changes for the project. 55

Item 6. FY25 Budget Discussion Legislative, Finance and Administration Committee July 25, 2023 56 7/25/2023 1

Item 6. FY25 Concerns – All Funds ▪ Expense Increases ▪ Operating expenses must be – Increases in Materials, Labor less than or equal to and Services Costs operating revenues. – Labor alone is projected at an – Utilities must maintain levels increase of $1.4M across all projected in rate studies to funds (3% min). avoid undue rate increases. 57 7/25/2023 2

Item 6. FY25 Concerns – General Fund ▪ The FY24 budget utilized $3.1M of one-time revenues from sales at Garrison to balance the budget. – This source of revenue will not be available for FY25. ▪ The FY24 budget utilized $4.6M of the FY23 budget balance to balance the budget. – This source of revenue will not be available for FY25. ▪ The FY24 budget did not meet the 8% General Fund Budget Balance/Reserve Policy. – An additional source(s) of revenue will be required in FY25 to build this back up to meet cash flow requirements (projected $2M – can be spread out over 3 years). 58 7/25/2023 3

Item 6. FY25 Concerns – General Fund FY24 FY24 FY25 FY25 Revenues Expenses Revenues Expenses Budget Balance Transfers Garrison Other Interfund Retirees Pension Receipts Department 59 7/25/2023 4

Item 6. Traditional Municipal Revenue Sources ▪ Property Taxes ▪ Utility Service Charges ▪ License / Permit Fees ▪ Fines / Penalties ▪ Investment Income ▪ Rents / Use Charges ▪ Sales / Local Employment Taxes 60 7/25/2023 5

Item 6. City of Dover Revenue Sources FY24 General Fund Revenue FY24 Electric Fund Revenue COURT OF GRANTS CHANCERY DIRECT 3.2% FRANCHISE LIBRARY & FEES SALES TO FEES RECREATION 6.9% CUSTOMER POLICE FINES 1.2% FEES 96.8% & FEES 0.5% 1.8% OTHER LICENSES & MISCELLANEOUS PERMITS RECEIPTS 6.1% 6.8% TRANSFER TAXES 4.0% SANITATION FEES 7.6% PROPERTY INTERFUND TAXES SERVICE 31.7% FEES UTILITY TAX 12.3% MISCELLANEOUS 1.7% UTILITY REVENUE TRANSFERS 1.5% 17.8% 61 7/25/2023 6

Item 6. City of Dover Revenue Sources FY24 Wastewater Fund FY24 Water Fund Revenue Revenue WATER IMPACT TANK SPACE FEES GROUNDWATER 3% MISCELLANEOUS IMPACT FEES LEASING INFLOW SERVICE FEE ADJUSTMENT 2.1% 6% 1% 20.8% WASTEWATER WASTEWATER SERVICES TREATMENT 43.4% SERVICES 33.3% WATER SERVICES 90% 62 7/25/2023 7

Item 6. Option Option 1 2 Potential Option 3 Options It will take multiple options to achieve a balanced FY25 budget. FY25 Budget 63 7/25/2023 8

Item 6. Potential Option #1 – Electric Rate Increase ▪ Increase Electric Rate by $0.0025 → Increase Transfer to $9.8M ($1.8M increase) ▪ Application of $1.8M: – There is not a specific debt to apply the $1.8M. (Applying additional funds toward a debt would allow the electric rate increase to be temporary.) – The additional $1.8M could be applied toward various General Fund expenses by replacing one time revenue sources used in FY24. (This application would require the electric rate increase to be permanent.) 64 7/25/2023 9

Item 6. Potential Option #2 – NEW Enterprise Funds ▪ Development of a Stormwater Utility Fund – This will create a funding source to fully fund Stormwater related Operational and Capital Expenses. – The Stormwater Utility would pull the Stormwater related expenses from the General Fund without effecting current General Fund revenue. – Staff is currently working on updating the model to develop FY25 projections. This option will return to City Council in the fall. 65 7/25/2023 10

Item 6. Potential Option #2 – NEW Enterprise Funds ▪ Development of a Sanitation Enterprise Fund – As Sanitation Fees are currently in effect, development of the enterprise fund would fully fund Sanitation related Operational and Capital Expenses. – The Sanitation enterprise fund would pull all Sanitation related expenses and revenue from the General Fund (expenses currently greater than revenue). – Staff is currently working on updating the model to develop FY25 projections. This option will return to City Council in the fall. 66 7/25/2023 11

Item 6. Budget Breakdown - General / Enterprise Funds FY24 FY25 1.2 1.9 30.8 28.8 55.5 56.4 6.4 6.5 6.2 6.3 Electric Water Wastewater Electric Water Wastewater General General Stormwater Sanitation 67 7/25/2023 12

Item 6. Potential Option #3 – Property Tax Increase ▪ $0.01 Property Tax Increase = $355k ▪ Projected Effects of 3% Inflation on General Fund – FY24 GF Expenses = $63.5M – FY25 GF Expenses = $65.4M – Projected Increase = $1.9M → $0.06 Property Tax Increase ($0.495) ▪ Assessed Value = $150,000 → Tax Increase = $90.00 annually ▪ Assessed Value = $197,600 → Tax Increase = $118.56 annually ▪ Assessed Value = $267,000 (average value) → Tax Increase = $160.20 annually ▪ Property taxes are a sustainable source of revenue over time (utility revenues can fluctuate based upon economy). 68 7/25/2023 13

Item 6. Potential Option #4 – Cost Reductions ▪ Pass on credit card use processing fees to customers. ($558k in FY23) ▪ Evaluate level of services provided to reduce expenses. 69 7/25/2023 14

Item 6. Potential Option #5 – Fee and Fine Increases ▪ Update fees for licenses and permits based upon annual inflation. ▪ Update fines and penalties based upon annual inflation. Ensure assessed appropriately to act as a deterrent (tampering fines, etc.). ▪ Implement Public Safety Fee. 70 7/25/2023 15

Item 6. Potential Option #6 – Other Taxes/Fees ▪ Increase use taxes such as Library Taxes and Hotel Accommodations Taxes. ▪ Update/redesign PILOT formulas. ▪ Implement benefit taxes (Business Development or Improvement District). ▪ Utilize value added taxes such as Tax Increment Financing. ▪ Implement front footage taxes, especially in commercial areas, in addition to property tax. ▪ Implement a local income tax/fee or sales/excise tax. 71 7/25/2023 16

Item 6. Potential Option #7 – Other Revenue Generators ▪ Monetize assets (rental and access charges, sale of assets, leasing of assets). ▪ Perform revenue generating projects (tourist, historic, cultural facilities, areas, museums, recreation). ▪ Utilize intergovernmental transfers, entitlements and grants. ▪ Implement expanded uses of impact fees (to support schools, public safety services such as fire, and other non-utility functions). 72 7/25/2023 17

Item 6. Finding the Solution ▪ There is not ONE source to resolve budgetary concerns but rather a combination of things must be considered. ▪ Should always be looking for creative, NEW options. ▪ Need to charge for services provided and evaluate the impact of those services so those who benefit are most directly affected. ▪ Cannot escape inflation. Adjustments must be made annually. ▪ Revenue policy to be reviewed earlier in the year (fall start). 73 7/25/2023 18

Item 7. PROCEEDING: Council Committee of Whole: Legislative, Finance, and Administration Committee DEPARTMENT OF ORIGIN: City Manager DATE SUBMITTED: 7/18/2023 PREPARED BY: David S. Hugg III SUBJECT: Disposal of City Property – Former Post Office at 55 Loockerman Street Plaza REFERENCE: Chapter 2, Article V, Section 2- 425.- Sale and disposition of real property RELATED PROJECT: Downtown Dover Master Plan/Loockerman Street Utilities REVIEWED BY: David S. Hugg III EXHIBITS: Memo from City Manager, July 18, 2023, Disposal of Former Dover Post Office EXPENDITURE REQUIRED: n/a AMOUNT BUDGETED: n/a FUNDING SOURCE (Dept./Page in CIP & Budget): n/a TIMETABLE: Immediate STAFF RECOMMENDATION: Approval of disposition of property. BACKGROUND AND ANALYSIS Section 2-425 establishes the procedures for disposing of excess city-owned real properties: “The city manager, upon determining that a city-owned parcel of land is excess in nature and that the disposal of such land would be beneficial to the City of Dover, will request, through the legislative, finance, and administration committee, that city council consider disposal of such land.” Pursuant to Sec.2-425, I am determining that the former Dover Post Office property, including improvements thereon, at 55 Loockerman Street Plaza are surplus to the needs of the City of Dover and that the disposal of said property is in the best interests of the City. The former post office was constructed in 1994 and used as Dover’s Central Post Office thereafter under a land lease from the city. The site encompasses 1.2 acres with a 23,000+/- square foot, predominately one-story brick structure and parking thereon. In 2019 the city and the USPS began discussions regarding the construction of a new facility and relocation of postal services to Queen Street and Bank Lane across from the City Police Department. Obsolescence, asbestos and other environmental concerns, parking, operational and customer service efficiencies justified the planning for a new facility. The building was used continuously by the USPS until 2021, when a new post office was built. It received only basic maintenance and most existing systems are now obsolete and/or inoperable. Additionally, the building was compromised by asbestos requiring mediation. Its structural condition is unclear. The building would require considerable reinvestment or reconstruction to accommodate any use. There are no currently identified requirements for use by any city department. Left empty with no ongoing maintenance the structure will continue to deteriorate, attract vagrants and the unhoused, and be a health and safety concern. With the completion of the Downtown Dover Master Plan, the building/site has potential to become a gateway location entering the Central Business District generating new investment, revenues, and jobs. The City Manager recommends approval by the Legislative, Finance, and Administration Committee 74

Item 7. 75

Item 7. 76