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Home My WebLink AboutCity Council Packet_6-13-18CITY OF FALCON HEIGHTS Regular Meeting of the City Council City Hall 2077 West Larpenteur Avenue AGENDA June 13, 2018 at 7:00 P.M. A. CALL TO ORDER: B. ROLL CALL: LINDSTROM ___ LEEHY____ BROWN THUNDER ___ MIAZGA ___ GUSTAFSON___ STAFF PRESENT: THONGVANH____ C. PRESENTATIONS: 1. Annual MS 4 Presentation 2. 2040 Comprehensive Plan (Handouts at Meeting) D. APPROVAL OF MINUTES: 1. May 23, 2018 City Council Meeting Minutes E. PUBLIC HEARINGS: 1. Northern State Power Company (Xcel Energy) Franchise Ordinance and Fees for Gas and Electric F. CONSENT AGENDA: 1. General Disbursements through: 6/07/18 $213,553.70 Payroll through: 5/31/18 $20,301.52 2. City Hall Copier Machine G: POLICY ITEMS: 1. Solar Garden – Assignment, Assumption, and Novation Agreement 2. City Hall – Rooftop Solar Panels H. INFORMATION/ANNOUNCEMENTS I. COMMUNITY FORUM: J. ADJOURNMENT: BLANK PAGE MS4 Permit Annual Report Required for the 2017 Permit 1 of 163 Overview Ø Federal Clean Water Act: Ø Amended in 1987 Ø A two-phase program Ø Phase I: Regulated large construction sites and major metropolitan areas Ø Phase II: Program broadened to include smaller construction sites and many more municipalities 2 of 163 Overview Ø Overseen by the EPA and MPCA Ø Regulated parties must develop storm water pollution prevention programs Ø The permit holder is required to submit a Storm Water Pollution Prevention Program (SWPPP) that incorporates best management practices (BMPs) 3 of 163 What is MS4? Ø A conveyance of system of conveyances (catch basins, curbs, gutters, ditches, man made channels) Ø Designed or used for collecting or conveying storm water 4 of 163 Mandatory MS4’s Ø MS4’s in urbanized areas are required to obtain a storm water permit Ø Falcon Heights is considered an urbanized MS4 area Ø The U of M and State Fair are permitted separately 5 of 163 MS4 Permit Requirement Ø This program consists of six minimum Control Measures. 6 of 163 Falcon Heights BMPs for each Control Measure Include: Ø Public Education and Outreach Ø Public Involvement and Participation Ø Illicit Discharge, Detection and Elimination Ø Construction Site Runoff Control Ø Post-construction Runoff Control Ø Pollution Prevention and Good Housekeeping 7 of 163 Progress to Date Ø Newsletters and flyers to residents Ø Developed a storm sewer map Ø Implemented the construction site runoff control measures Ø Enforced the construction site runoff on the SE Corner Ø Inspected 100% of outfalls Ø Implemented de-icing material controls 8 of 163 Progress to Date Ø Implemented storm drain system cleaning and rehabilitation of catch basin Ø Reconstructed the Curtiss Field Pond Ø Implemented vehicle maintenance program Ø Purchased a street sweeper with the City of Little Canada, bought out Little Canada in December of 2016. more often street sweeping. Ø Straight salt for road melt Ø Storm sewer system cleaning program Ø Added additional underground storage 9 of 163 2018 Goals Ø Continue a utility billing Ø Continue educational flyers and newsletter Ø Continue to sweep streets more often Ø Rehab/Repair all catch basins related to each street project Ø Continue to monitor Underground containment structure put into place at Curtiss Field Park. 10 of 163 Questions? 11 of 163 BLANK PAGE 12 of 163 City Council Meeting 2040 Comprehensive Plan June 13, 2018 13 of 163 Meeting Agenda 1.Review 2040 Comprehensive Plan 2.Public Hearing Concerns 3.Provide Recommendation 214 of 163 Draft Comprehensive Plan 3 Seven Sections 1.Background 2.Housing 3.Land Use 4.Community Systems and Services 5.Protecting Special Resources 6.Economic Development 7.Implementation 15 of 163 1. Background 4 •Purpose & Scope •Vision & Objectives •The City of Falcon Heights •Demographics, Assumptions & Projections •Community Input & Plan Process 16 of 163 2. Housing 5 •Introduction (Housing Diversity) •Existing Affordable Housing Need •Future Housing Needs 17 of 163 3. Land Use 6 •General Land Use in Falcon Heights •The Larpenteur & Snelling Corridors •Neighborhoods •Commercial/Business Areas •Agricultural & Institutional Lands 18 of 163 Changes to Future Land Use 7 2030 2040 19 of 163 Changes to Future Land Use 8 2030 2040 20 of 163 4. Community Systems & Services 9 •Parks & Open Space •Other Community Facilities & Services (City responsibility not Met Council requirement) 21 of 163 5. Protecting Special Resources 10 •Natural Historic & Cultural Resources •Solar Access 22 of 163 6. Economic Development 11 •Larpenteur and Snelling corridors 23 of 163 7. Implementation 12 •Land Use •Zoning & Subdivision Ordinances •Housing •Storm Waster Management Plan •Capital Improvements Program 24 of 163 Appendices Item: Transportation 13 •Highways & Roadways •MnDOT, Hennepin County, Local •Transit •Along Snelling Ave •Bicycle •New Regional Bicycle Transportation Network •Aviation •Freight 25 of 163 Public Hearing Concerns 14 Tuesday May 29th, 2018 •Residents from north of Larpenteur and University of Minnesota staff present •Voiced concerns and opposition: •Proposed mixed-use residential designation of the Larpenteur corridor •UofM agricultural research land should not be redeveloped •Preservation of city character and open space instead of mixed use development •Process needs more public engagement •Terms throughout plan are not well-defined 26 of 163 Next Steps 15 •Tonight: –Authorize adjacent community review and submission to Met Council •Public Engagement/Comment –Need to Identify Process •Neighboring Communities –Next 6 Months: –Review and Provide Comments •Mid-2019 –City Council adopts final 2040 Comprehensive Plan 27 of 163 BLANK PAGE 28 of 163 1 | Page CITY OF FALCON HEIGHTS Regular Meeting of the City Council City Hall 2077 West Larpenteur Avenue MINUTES May 23, 2018 at 7:00 P.M. A. CALL TO ORDER: 7:00 pm B. ROLL CALL: LINDSTROM _X__ LEEHY __X__ BROWN THUNDER _X__ MIAZGA _X__ GUSTAFSON_X__ STAFF PRESENT: THONGVANH__X__ C. PRESENTATION: D. APPROVAL OF MINUTES: 1. May 9th, 2018 City Council Meeting Minutes City Administrator Thongvanh An Amendment update from the League of Women Voters Roseville Area President Rita Mills. Changing African American to Black, referencing that Amendment is representing African Americans and Africans. Approved E. PUBLIC HEARINGS: Approved F. CONSENT AGENDA: 1. General Disbursements through: 5/15/18 $161,754.43 Payroll through: 5/15/18 $19, 286.78 2. Lift Station Pumps 3. Proclamation Recognizing June as Immigrant Heritage Month 4. Appointment of Patrick Mathwig to the Environment Commission 5. Increase Petty Cash for Park & Recreation Programs Patrick Mathwig Mathwig moved to Falcon Heights for almost a year now. He works in the environmental and energy field. “I heard there was an opening in the Environment Commission and was interested and see what I can do to be more part of the community. Also, put my background in residential energy efficiency and environmental background to use for the city.” Council Member Gustafson Moved, Approved 5-0 G: POLICY ITEMS: 1. Proclamation for Restoration Day (July 6th) and Unity Day (July 7th) 29 of 163 2 | Page Council Member Leehy The policy was initiated on April 17, 2018, by former Council Member Tony Fischer. Mr. Fischer reached out to Council Member Leehy to assist in the creation of the Proclamation for July 6. The Proclamation is a component of healing, grant respect to the Castile’s family and at the same time serve to improve the quality of community engagement within Falcon Heights by residents, businesses, and guests. The Proclamation for Restoration Day and Unity Day is set to shift about a day of tragedy and provide a redemptive focus for the two days by which everyone can benefit. Restoration Day is about taking personal steps of action and build and restore relationships and mend strained relations within the community. This will help develop healthy relationships. Unity Day means the healing has begun after Restoration Day and connectedness is taking place among the population. This work was continued this year by previous Council Member Tony Fischer. More information about the Proclamation for Restoration Day and Unity Day can be found at Falcon Heights’ homepage in the Agenda. Valerie Castile Introduced herself as Philando Castile’s mother and thank the Councils for making the Proclamation for Philando and his honor. “We as a civilization of people have to do better and build relationships with one another. Love each other more and be more compassionate. Look out for one another and mainly not so judgmental just because of someone’s skin color. God gave everyone a different skin color for adaptability purposes. Underneath our skins, we are all the same.” “Philando was a martyr, “he gathered different people together that communities never seen together before. “Philando’s funeral was held at a Catholic Church by a Baptist preacher and brought all sort of people together.” In 2017, Philando brought together people from different backgrounds at the Unity picnic and everyone had a great time dancing, conversations with one another. The Unity picnic has helped people change their hearts and minds. In honor of Philando Castile, the Minnesota Institute Art (MIA) is doing an art exhibit. Each piece was made by each community members who expressed their feelings during the tragedy. The exhibition is called Art and Healing: In the Moment June 17 through July 29. Sue Gehrz (2285 Folwell Ave) Thank the Councils for making the Proclamation. Before the Philando Castile’s case, no one knew where Falcon Heights was located, and now people do when his name is mentioned. The Proclamation will help put Falcon Heights back on track because people are still paying attention to what is going on in Falcon Heights. The Proclamation will also show the world that Falcon Heights has always been a beautiful place to live in and a city who still cares for everyone by finding ways to improve the town than ignoring the problem. Art helps people heal in many different ways; therefore, MIA created the Art and Healing: In the Moment to help people heal during the tragedy. There are also opportunities for interactives healing, discussions and facilitated. The purpose is to look at how art can help us heal. 30 of 163 3 | Page John Thompson A year ago in July, Falcon Heights had an opportunity to have a spotlight on the city to shine positively. Today, Falcon Heights has a big spotlight on this city, and it is because of the work of the Councils who continue to help improve the city. Thompson thanks the Councils personally for shinning the light, “People are not so nervous to travel down Larpenteur Avenue because of the work you continue to do in Falcon Heights. I know my friend is very proud of you as a body, his mother is proud of you. I know my uncle is proud of you and I know his sister is proud of you. I am proud. I will continue to shine that light on the work the City of Falcon Heights has put in.” Mayor Lindstrom Mayor thank the Castile family and Councils who put a lot of work into the Proclamation for Restoration Day and Unity Day. “Valerie mentioned that we’re all the same inside. We all have a beating heart. I know that is true and I think sometimes some hearts are a little bit bigger than others. I know everybody in this audience has a huge heart and wants to do the right thing.” Mayor is thrilled about restoration day, “The key message is to talk to people who we do not normally talk to or go out of our way to connect with people in our neighborhood. A great example is when Clarence (Philando’s uncle) was making friends by flipping hamburgers during the Unity Picnic. It was a special moment.” Council Member Leehy Moved, Approved 5-0 H. INFORMATION/ANNOUNCEMENTS: 1. City Council Workshop for May 23rd following Regular City Council Meeting Council Member Miazga: · Planning commission meeting is on May 29th at 7pm and the big focus will be on the Comprehensive 2040 plan. Excited to hear everyone’s input on the plan. Council Member Leehy: · Park and Rec are getting ready for ‘Rec on the Go’ and will have three summer events at Curtis Field. There are still a lot of opening for the summer programs and registration is due by June 1. Council Member Brown Thunder · NYFS next fundraising is the Mayors' Challenge Golf Tournament held at Keller Golf Course on Monday, June 11 from 11:00 am to 7:00 pm. The shotgun is at 12:00 pm and dinner is at 5:00 pm. Individual Player: $160 each and Foursome: $600. Council Member Gustafson · Spring Together was on May 12th, and it was a great turn out with 80 attendees and beautiful weather. Hope next year also have nice weather and bring in more people to meet their neighbors. · Currently, researching ideas to have residents get involved with the City. Residents can get involved with the City is by volunteering to join commission groups and can contact city staffs for more information. 31 of 163 4 | Page · Tim Sandvik and the new Administrative Coordinator Amanda Lor will be joining the Community Engagement Commission (CEC) meeting on June 8th at 7:00 pm. Amanda will also be the new staff liaison for the CEC. City Administrator Thongvanh · “Rec on the Go” is a free event for Falcon Heights residents and surrounding communities. · Falcon Heights has been awarded ‘Step 5’ in the GreenStep Cities Program. This is the highest step you can achieve as a City. This shows the dedication of the City to move forward with our sustainability and quality-of-life goals. · Attended the Part 2 of the three series of “Shared Learning” with the Kettering Foundation in Dayton, Ohio with Council Member Leehy, Council Member Gustafson, John Thomson, and previous Council Member Tony Fischer. In Part 2, people were broken into small groups and exchange ideas, experiences and success stories with each other. The third and final “Shared Learning” will be this fall. Mayor Lindstrom · Thank John Thompson for attending the “Shared Learning” and sharing his experience and stories to help Falcon Heights and others across the nation. I. COMMUNITY FORUM: J. ADJOURNMENT: 7:28 pm _____________________________ Peter Lindstrom, Mayor Dated this 23th day of May, 2018 __________________________________ Sack Thongvanh, City Administrator 32 of 163 REQUEST FOR COUNCIL ACTION Families, Fields and Fair __________________________ The City That Soars! Item Northern States Power Company (Xcel Energy)Franchise Ordinance and Fee for Electric and Gas Services Description The City of Falcon Heights has many limitations on revenue sources due to the unique and make-up of the community. Over 60% of properties within the City are tax exempt and/or outside City jurisdiction. The franchise fee for electric and gas will apply to all properties that have electric and gas service from Northern States Power Company (Xcel Energy). What is a Franchise Fee: Pursuit to Minnesota Statue (216B.36), cities can impose a fee on utility companies that use the public right-a-way to deliver service. The City can determine the amount, structure, and use of collected franchise fees. Why Franchise Fees: Franchise fees help cities cover increasing costs of providing important services Benefits of Franchise Fees: When comparing franchise fees as a revenue source to property taxes, some advantages include: · Cover a wider base than property taxes · Will diversify the City’s revenue sources · Reliable sources of revenue to budget for. Many cities in the State of Minnesota have franchise fees. Xcel Energy has over 70 cities with some type of franchise fees. Budget Impact The expected revenue is $147,243. Attachment(s) · Xcel Transmittal Letter · Revenue Estimates · Ordinance 18-04 Authorize Electric Franchise Agreement · Ordinance 18-05 Implementing Electric Franchise Fee · Ordinance 18-06 Authorize Gas Franchise Agreement · Ordinance 18-07 Implementing Gas Franchise Fee Meeting Date June 13, 2018 Agenda Item Public Hearing E1 Attachment Ordinances and Supporting Documents Submitted By Sack Thongvanh, City Administrator 33 of 163 · Official Summary Action(s) Requested Staff recommends approval of attached ordinances and authorize publication by summary. 34 of 163 3000 Maxwell Avenue Newport, MN 55055 April 11, 2018 Sack Thongvanh City of Falcon Heights 2077 Larpenteur Ave West Falcon Heights, MN 55113 Dear Sack: Enclosed you will find a number of documents pertaining to Franchise Agreements and Franchise Fees for electric and gas customers in Falcon Heights. Franchise agreements provide greater detail in the relationship between public utilities and local right of way managers than is provided in MN Statute. The attached agreements provide a common set of ground rules for over 300 communities we serve across Minnesota. Some of the key points include dispute resolution, right of way restoration and permitting. Franchise Fees require filing with the Minnesota Public Utilities Commission. We like to have 30 days upon receipt of the signed ordinances to prepare this filing; the commission requires 60 days for review. By way of example, if the city approves franchise agreement and fee ordinances April 25, 2018, fees could go into effect August 1, 2018. I do plan to attend the April 25 city council meeting and will be available to field whatever questions council or the public may have about fee implementation. I can also be reached at jake.sedlacek@xcelenergy.com or 651.458.1228. Kind Regards Jake Sedlacek Manager, Community Relations and Economic Development 35 of 163 BLANK PAGE 36 of 163 3000 Maxwell Avenue Newport, MN 55055 City of Falcon Heights, MN Franchise Fee Estimate – Gas and Electric April 2018 The following information is being provided to assist your community in discussions regarding franchise fees. Given customer sensitivity to electric and gas rates, we strongly encourage the city to reach out to residents and businesses regarding franchise fees.  Information based on a one-year average, ending December 2017.  Fee amounts are rounded to the nearest $0.25 and applied as a flat fee.  The table below shows the fee that would be reflected on a customer’s monthly bill.  Franchise fees must be applied equally to all energy providers.  Franchise Fees are collected in lieu of any other permit fees.  Xcel Energy retains no portion of a franchise fee. Franchise Fee: Gas Customer class Monthly Fee Residential $1.75 Commercial Non Demand $8.50 *Commercial Demand $75.00 *Small Interruptible $50.00 *Medium and Large Interruptible $100.00 *Firm Transportation $15.00 *Interruptible Transportation $15.00 Estimated Annual Revenue: $51,774 * Currently there are no customers in these classifications Franchise Fee: Electric Customer class Monthly Fee Residential $2.25 Small C&I – Non Demand $3.50 Small C&I – Demand $22.00 Large C&I $200.00 Public Street Lighting $2.00 Estimated Annual Revenue: $95,469 Please let me know what further questions I can answer about franchise fees and the implementation process. I can be reached at jake.sedlacek@xcelenergy.com or 651.458.1228. Jake Sedlacek Manager, Community Relations and Economic Development 37 of 163 BLANK PAGE 38 of 163 1 ELECTRIC FRANCHISE ORDINANCE CITY OF FALCON HEIGHTS, RAMSEY COUNTY, MINNESOTA ORDINANCE NO. 18-04 AN ORDINANCE GRANTING TO NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION, ITS SUCCESSORS AND ASSIGNS, PERMISSION TO CONSTRUCT, OPERATE, REPAIR AND MAINTAIN IN THE CITY OF FALCON HEIGHTS, MINNESOTA, AN ELECTRIC DISTRIBUTION SYSTEM AND TRANSMISSION LINES, INCLUDING NECESSARY POLES, LINES, FIXTURES AND APPURTENANCES, FOR THE FURNISHING OF ELECTRIC ENERGY TO THE CITY, ITS INHABITANTS, AND OTHERS, AND TO USE THE PUBLIC GROUNDS AND PUBLIC WAYS OF THE CITY FOR SUCH PURPOSES. THE CITY COUNCIL OF THE CITY OF FALCON HEIGHTS, RAMSEY COUNTY, MINNESOTA, ORDAINS: SECTION 1. DEFINITIONS. For purposes of this Ordinance, the following capitalized terms listed in alphabetical order shall have the following meanings: 1.1 City. The City of Falcon Heights, County of Ramsey, State of Minnesota. 1.2 City Utility System. Facilities used for providing non-energy related public utility service owned or operated by City or agency thereof, including sewer and water service, but excluding facilities for providing heating, lighting or other forms of energy. 1.3 Commission. The Minnesota Public Utilities Commission, or any successor agency or agencies, including an agency of the federal government, which preempts all, or part of the authority to regulate electric retail rates now vested in the Minnesota Public Utilities Commission. 1.4 Company. Northern States Power Company, a Minnesota corporation, its successors and assigns. 1.5 Electric Facilities. Electric transmission and distribution towers, poles, lines, guys, anchors, conduits, fixtures, and necessary appurtenances owned or operated by Company for the purpose of providing electric energy for public use. 1.6 Notice. A written notice served by one party on the other party referencing one or more provisions of this Ordinance. Notice to Company shall be mailed to the General Counsel, 401 Nicollet Mall, 8th Floor, Minneapolis, MN 55401. Notice to the City shall be mailed to the City Administrator, City Hall, 2077 Larpenteur Avenue West, Falcon Heights, MN 55113. Either party may change its respective address for the purpose of this Ordinance by written notice to the other party. 39 of 163 2 1.7 Public Ground. Land owned by the City for park, open space or similar purpose, which is held for use in common by the public. 1.8 Public Way. Any street, alley, walkway or other public right-of-way within the City. SECTION 2. ADOPTION OF FRANCHISE. 2.1 Grant of Franchise. City hereby grants Company, for a period of 20 years from the date passed and approved by the City, the right to transmit and furnish electric energy for light, heat, power and other purposes for public and private use within and through the limits of the City as its boundaries now exist or as they may be extended in the future. For these purposes, Company may construct, operate, repair and maintain Electric Facilities in, on, over, under and across the Public Grounds and Public Ways of City, subject to the provisions of this Ordinance. Company may do all reasonable things necessary or customary to accomplish these purposes, subject, however, to such reasonable regulations as may be imposed by the City pursuant to ordinance and to the further provisions of this franchise agreement. 2.2 Effective Date; Written Acceptance. This franchise agreement shall be in force and effect from and after passage of this Ordinance, its acceptance by Company, and its publication as required by law. The City, by Council resolution, may revoke this franchise agreement if Company does not file a written acceptance with the City within 90 days after publication. 2.3 Service and Rates. The service to be provided and the rates to be charged by Company for electric service in City are subject to the jurisdiction of the Commission. The area within the City in which Company may provide electric service is subject to the provisions of Minnesota Statutes, Section 216B.40. 2.4 Publication Expense. The expense of publication of this Ordinance will be paid by City and reimbursed to City by Company. 2.5 Dispute Resolution. If either party asserts that the other party is in default in the performance of any obligation hereunder, the complaining party shall notify the other party of the default and the desired remedy. The notification shall be written. Representatives of the parties must promptly meet and attempt in good faith to negotiate a resolution of the dispute. If the dispute is not resolved within 30 days of the written notice, the parties may jointly select a mediator to facilitate further discussion. The parties will equally share the fees and expenses of this mediator. If a mediator is not used, or if the parties are unable to resolve the dispute within 30 days after first meeting with the selected mediator, either party may commence an action in District Court to interpret and enforce this franchise or for such other relief as may be permitted by law or equity for breach of contract, or either party may take any other action permitted by law. SECTION 3. LOCATION, OTHER REGULATIONS. 3.1 Location of Facilities. Electric Facilities shall be located, constructed and maintained so as not to interfere with the safety and convenience of ordinary travel along and over Public Ways and so as not to disrupt normal operation of any City Utility System previously installed therein. Electric Facilities shall be located on Public Grounds as determined by the City. Company's construction, reconstruction, operation, repair, maintenance and location of Electric Facilities shall be 40 of 163 3 subject to permits if required by separate ordinance and to other reasonable regulations of the City to the extent not inconsistent with the terms of this franchise agreement. Company may abandon underground Electric Facilities in place, provided at the City’s request, Company will remove abandoned metal or concrete encased conduit interfering with a City improvement project, but only to the extent such conduit is uncovered by excavation as part of the City improvement project. 3.2 Field Locations. Company shall provide field locations for its underground Electric Facilities within City consistent with the requirements of Minnesota Statutes, Chapter 216D. 3.3 Street Openings. Company shall not open or disturb any Public Ground or Public Way for any purpose without first having obtained a permit from the City, if required by a separate ordinance, for which the City may impose a reasonable fee. Permit conditions imposed on Company shall not be more burdensome than those imposed on other utilities for similar facilities or work. Company may, however, open and disturb any Public Ground or Public Way without permission from the City where an emergency exists requiring the immediate repair of Electric Facilities. In such event Company shall notify the City by telephone to the office designated by the City as soon as practicable. Not later than the second working day thereafter, Company shall obtain any required permits and pay any required fees. 3.4 Restoration. After undertaking any work requiring the opening of any Public Ground or Public Way, Company shall restore the same, including paving and its foundation, to as good a condition as formerly existed, and shall maintain any paved surface in good condition for one year thereafter. The work shall be completed as promptly as weather permits, and if Company shall not promptly perform and complete the work, remove all dirt, rubbish, equipment and material, and put the Public Ground or Public Way in the said condition, the City shall have, after demand to Company to cure and the passage of a reasonable period of time following the demand, but not to exceed five days, the right to make the restoration at the expense of Company. Company shall pay to the City the cost of such work done for or performed by the City. This remedy shall be in addition to any other remedy available to the City for noncompliance with this Section 3.4, but the City hereby waives any requirement for Company to post a construction performance bond, certificate of insurance, letter of credit or any other form of security or assurance that may be required, under a separate existing or future ordinance of the City, of a person or entity obtaining the City’s permission to install, replace or maintain facilities in a Public Way. 3.5 Avoid Damage to Electric Facilities. Nothing in this Ordinance relieves any person from liability arising out of the failure to exercise reasonable care to avoid damaging Electric Facilities while performing any activity. 3.6 Notice of Improvements. The City must give Company reasonable notice of plans for improvements to Public Grounds or Public Ways where the City has reason to believe that Electric Facilities may affect or be affected by the improvement. The notice must contain: (i) the nature and character of the improvements, (ii) the Public Grounds and Public Ways upon which the improvements are to be made, (iii) the extent of the improvements, (iv) the time when the City will start the work, and (v) if more than one Public Ground or Public Way is involved, the order in which the work is to proceed. The notice must be given to Company a sufficient length of time in advance of the actual commencement of the work to permit Company to make any necessary additions, alterations or repairs to its Electric Facilities. 41 of 163 4 3.7 Shared Use of Poles. Company shall make space available on its poles or towers for City fire, water utility, police or other City facilities upon terms and conditions acceptable to Company whenever such use will not interfere with the use of such poles or towers by Company, by another electric utility, by a telephone utility, or by any cable television company or other form of communication company. In addition, the City shall pay for any added cost incurred by Company because of such use by City. SECTION 4. RELOCATIONS. 4.1 Relocation of Electric Facilities in Public Ways. If the City determines to vacate a Public Way for a City improvement project, or at City’s cost to grade, regrade, or change the line of any Public Way, or construct or reconstruct any City Utility System in any Public Way, it may order Company to relocate its Electric Facilities located therein if relocation is reasonably necessary to accomplish the City’s proposed public improvement. Except as provided in Section 4.3, Company shall relocate its Electric Facilities at its own expense. The City shall give Company reasonable notice of plans to vacate for a City improvement project, or to grade, regrade, or change the line of any Public Way or to construct or reconstruct any City Utility System. If a relocation is ordered within five years of a prior relocation of the same Electric Facilities, which was made at Company expense, the City shall reimburse Company for non-betterment costs on a time and material basis, provided that if a subsequent relocation is required because of the extension of a City Utility System to a previously unserved area, Company may be required to make the subsequent relocation at its expense. Nothing in this Ordinance requires Company to relocate, remove, replace or reconstruct at its own expense its Electric Facilities where such relocation, removal, replacement or reconstruction is solely for the convenience of the City and is not reasonably necessary for the construction or reconstruction of a Public Way or City Utility System or other City improvement. 4.2 Relocation of Electric Facilities in Public Ground. City may require Company, at Company’s expense, to relocate or remove its Electric Facilities from Public Ground upon a finding by City that the Electric Facilities have become or will become a substantial impairment to the existing or proposed public use of the Public Ground. 4.3 Projects with Federal Funding. City shall not order Company to remove or relocate its Electric Facilities when a Public Way is vacated, improved or realigned for a right-of-way project or any other project which is financially subsidized in whole or in part by the Federal Government or any agency thereof, unless the reasonable non-betterment costs of such relocation are first paid to Company. The City is obligated to pay Company only for those portions of its relocation costs for which City has received federal funding specifically allocated for relocation costs in the amount requested by the Company, which allocated funding the City shall specifically request. Relocation, removal or rearrangement of any Company Electric Facilities made necessary because of a federally-aided highway project shall be governed by the provisions of Minnesota Statutes, Section 161.46, as supplemented or amended. It is understood that the rights herein granted to Company are valuable rights. 4.4 No Waiver. The provisions of this franchise apply only to facilities constructed in reliance on a franchise from the City and shall not be construed to waive or modify any rights obtained by Company for installations within a Company right-of-way acquired by easement or prescriptive right before the applicable Public Ground or Public Way was established, or Company's rights under state or county permit. 42 of 163 5 SECTION 5. TREE TRIMMING. Company may trim all trees and shrubs in the Public Grounds and Public Ways of City to the extent Company finds necessary to avoid interference with the proper construction, operation, repair and maintenance of any Electric Facilities installed hereunder, provided that Company shall save the City harmless from any liability arising therefrom, and subject to permit or other reasonable regulation by the City. SECTION 6. INDEMNIFICATION. 6.1 Indemnity of City. Company shall indemnify, keep and hold the City free and harmless from any and all liability on account of injury to persons or damage to property occasioned by the construction, maintenance, repair, inspection, the issuance of permits, or the operation of the Electric Facilities located in the Public Grounds and Public Ways. The City shall not be indemnified for losses or claims occasioned through its own negligence except for losses or claims arising out of or alleging the City's negligence as to the issuance of permits for, or inspection of, Company's plans or work. The City shall not be indemnified if the injury or damage results from the performance in a proper manner, of acts reasonably deemed hazardous by Company, and such performance is nevertheless ordered or directed by City after notice of Company's determination. 6.2 Defense of City. In the event a suit is brought against the City under circumstances where this agreement to indemnify applies, Company at its sole cost and expense shall defend the City in such suit if written notice thereof is promptly given to Company within a period wherein Company is not prejudiced by lack of such notice. If Company is required to indemnify and defend, it will thereafter have control of such litigation, but Company may not settle such litigation without the consent of the City, which consent shall not be unreasonably withheld. This section is not, as to third parties, a waiver of any defense or immunity otherwise available to the City and Company, in defending any action on behalf of the City, shall be entitled to assert in any action every defense or immunity that the City could assert in its own behalf. SECTION 7. VACATION OF PUBLIC WAYS. The City shall give Company at least two weeks prior written notice of a proposed vacation of a Public Way. Except where required for a City improvement project, the vacation of any Public Way, after the installation of Electric Facilities, shall not operate to deprive Company of its rights to operate and maintain such Electric Facilities, until the reasonable cost of relocating the same and the loss and expense resulting from such relocation are first paid to Company. In no case, however, shall City be liable to Company for failure to specifically preserve a right-of-way under Minnesota Statutes, Section 160.29. SECTION 8. CHANGE IN FORM OF GOVERNMENT. Any change in the form of government of the City shall not affect the validity of this Ordinance. Any governmental unit succeeding the City shall, without the consent of Company, succeed to all of the rights and obligations of the City provided in this Ordinance. 43 of 163 6 SECTION 9. FRANCHISE FEE. 9.1 Fee Schedule. During the term of the franchise hereby granted, and in lieu of any permit or other fees being imposed on Company, the City may impose on Company a franchise fee by collecting the amounts indicated in a Fee Schedule set forth in a separate ordinance from each customer in the designated Company Customer Class. The parties have agreed that the franchise fee collected by the Company and paid to the City in accordance with this Section 9 shall not exceed the following amounts. Class Fee Per Premise Per Month Residential $ 2.25 Sm C & I – Non-Dem $ 3.50 Sm C & I – Demand $ 22.00 Large C & I $ 200.00 Public Street Ltg $ 2.00 Muni Pumping –N/D $ - Muni Pumping – Dem $ - 9.2 Separate Ordinance. The franchise fee shall be imposed by a separate ordinance duly adopted by the City Council, which ordinance shall not be adopted until at least 90 days after written notice enclosing such proposed ordinance has been served upon Company by certified mail. The fee shall not become effective until the beginning of a Company billing month at least 90 days after written notice enclosing such adopted ordinance has been served upon Company by certified mail. Section 2.5 shall constitute the sole remedy for solving disputes between Company and the City in regard to the interpretation of, or enforcement of, the separate ordinance. No action by the City to implement a separate ordinance will commence until this Ordinance is effective. A separate ordinance which imposes a lesser franchise fee on the residential class of customers than the maximum amount set forth in Section 9.1 above shall not be effective against Company unless the fee imposed on each other customer classification is reduced proportionately in the same or greater amount per class as the reduction represented by the lesser fee on the residential class. 9.3 Terms Defined. For the purpose of this Section 9, the following definitions apply: 9.3.1 “Customer Class” shall refer to the classes listed on the Fee Schedule and as defined or determined in Company’s electric tariffs on file with the Commission. 9.3.2 “Fee Schedule” refers to the schedule in Section 9.1 setting forth the various customer classes from which a franchise fee would be collected if a separate ordinance were implemented immediately after the effective date of this franchise agreement. The Fee Schedule in the separate ordinance may include new Customer Class added by Company to its electric tariffs after the effective date of this franchise agreement. 9.4 Collection of the Fee. The franchise fee shall be payable quarterly and shall be based on the amount collected by Company during complete billing months during the period for which payment is to be made by imposing a surcharge equal to the designated franchise fee for the applicable customer classification in all customer billings for electric service in each class. The payment shall be 44 of 163 7 due the last business day of the month following the period for which the payment is made. The franchise fee may be changed by ordinance from time to time; however, each change shall meet the same notice requirements and not occur more often than annually and no change shall require a collection from any customer for electric service in excess of the amounts specifically permitted by this Section 9. The time and manner of collecting the franchise fee is subject to the approval of the Commission. No franchise fee shall be payable by Company if Company is legally unable to first collect an amount equal to the franchise fee from its customers in each applicable class of customers by imposing a surcharge in Company’s applicable rates for electric service. Company may pay the City the fee based upon the surcharge billed subject to subsequent reductions to account for uncollectibles, refunds and correction of erroneous billings. Company agrees to make its records available for inspection by the City at reasonable times provided that the City and its designated representative agree in writing not to disclose any information which would indicate the amount paid by any identifiable customer or customers or any other information regarding identified customers. 9.5 Equivalent Fee Requirement. The separate ordinance imposing the fee shall not be effective against Company unless it lawfully imposes and the City monthly or more often collects a fee or tax of the same or greater equivalent amount on the receipts from sales of energy within the City by any other energy supplier, provided that, as to such a supplier, the City has the authority to require a franchise fee or to impose a tax. The “same or greater equivalent amount” shall be measured, if practicable, by comparing amounts collected as a franchise fee from each similar customer, or by comparing, as to similar customers the percentage of the annual bill represented by the amount collected for franchise fee purposes. The franchise fee or tax shall be applicable to energy sales for any energy use related to heating, cooling or lighting, or to run machinery and appliances, but shall not apply to energy sales for the purpose of providing fuel for vehicles. If the Company specifically consents in writing to a franchise or separate ordinance collecting or failing to collect a fee from another energy supplier in contravention of this Section 9.5, the foregoing conditions will be waived to the extent of such written consent. SECTION 10. PROVISIONS OF ORDINANCE. 10.1 Severability. Every section, provision, or part of this Ordinance is declared separate from every other section, provision, or part and if any section, provision, or part shall be held invalid, it shall not affect any other section, provision, or part. Where a provision of any other City ordinance conflicts with the provisions of this Ordinance, the provisions of this Ordinance shall prevail. 10.2 Limitation on Applicability. This Ordinance constitutes a franchise agreement between the City and Company as the only parties, and no provision of this franchise shall in any way inure to the benefit of any third person (including the public at large) so as to constitute any such person as a third party beneficiary of the agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto. SECTION 11. AMENDMENT PROCEDURE. Either party to this franchise agreement may at any time propose that the agreement be amended to address a subject of concern and the other party will consider whether it agrees that the amendment is mutually appropriate. If an amendment is agreed upon, this Ordinance may be amended at any time by the City passing a subsequent ordinance declaring the provisions of the 45 of 163 8 amendment, which amendatory ordinance shall become effective upon the filing of Company’s written consent thereto with the City Clerk within 90 days after the date of final passage by the City of the amendatory ordinance. SECTION 12. PREVIOUS FRANCHISES SUPERSEDED. This franchise supersedes any previous electric franchise granted to Company or its predecessor. PASSED AND APPROVED this 13th day of June 2018 by the City Council of Falcon Heights, Minnesota. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - Moved by: Approved by: ________________________ Peter Lindstrom Mayor LINDSTROM ___ In Favor Attested by: ________________________ GUSTAFSON Sack Thongvanh BROWN THUNDER ___ Against City Administrator LEEHY MIAZGA Date Published:____________________ 46 of 163 1 CITY OF FALCON HEIGHTS, RAMSEY COUNTY, MINNESOTA ORDINANCE NO. 18-05 AN ORDINANCE IMPLEMENTING AN ELECTRIC SERVICE FRANCHISE FEE ON NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION, ITS SUCCESSORS AND ASSIGNS, FOR PROVIDING ELECTRIC SERVICE WITHIN THE CITY OF FALCON HEIGHTS THE CITY COUNCIL OF THE CITY OF FALCON HEIGHTS DOES ORDAIN: SECTION 1. The City of Falcon Heights Municipal Code is hereby amended to include reference to the following Special Ordinance. Subd. 1. Purpose. The Falcon Heights City Council has determined that it is in the best interest of the City to impose a franchise fee on those public utility companies that provide electric services within the City of Falcon Heights. (a) Pursuant to City Ordinance 18-04, a Franchise Agreement between the City of Falcon Heights and Northern States Power Company, a Minnesota corporation, its successors and assigns, the City has the right to impose a franchise fee on Northern States Power Company, a Minnesota corporation, its successors and assigns, in an amount and fee design as set forth in Section 9 of the Northern States Power Company Franchise and in the fee schedule attached hereto as Schedule A. Subd. 2. Franchise Fee Statement. A franchise fee is hereby imposed on Northern States Power Company, a Minnesota Corporation, its successors and assigns, under its electric franchise in accordance with the schedule attached here to and made a part of this Ordinance, commencing with the NSPM Sepetember/October, 2018 billing month. This fee is an account-based fee on each premise and not a meter-based fee. In the event that an entity covered by this ordinance has more than one meter at a single premise, but only one account, only one fee shall be assessed to that account. If a premise has two or more meters being billed at different rates, the Company may have an account for each rate classification, which will result in more than one franchise fee assessment for electric service to that premise. If the Company combines the rate classifications into a single account, the franchise fee assessed to the account will be the largest franchise fee applicable to a single rate classification for energy delivered to that premise. In the event any entities covered by this ordinance have more than one premise, each premise (address) shall be subject to the appropriate fee. In the event a question arises as to the proper fee amount for any premise, the Company’s manner of billing for energy used at all similar premises in the city will control. Subd. 3. Payment. The said franchise fee shall be payable to the City in accordance with the terms set forth in Section 9 of the Franchise. Subd. 4. Surcharge. The City recognizes that the Minnesota Public Utilities Commission may allow Company to add a surcharge to customer rates of city residents to reimburse Company for the cost of the fee. 47 of 163 2 Subd. 5. Enforcement. Any dispute, including enforcement of a default regarding this ordinance will be resolved in accordance with Section 2.5 of the Franchise Agreement. Subd. 6. Effective Date of Franchise Fee. The effective date of this Ordinance shall be after its publication and ninety (90) days after the sending of written notice enclosing a copy of this adopted Ordinance to NSPM by certified mail. Collection of the fee shall commence as provided above. PASSED AND APPROVED this 13th day of June 2018 by the City Council of Falcon Heights, Minnesota. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - Moved by: Approved by: ________________________ Peter Lindstrom Mayor LINDSTROM ___ In Favor Attested by: ________________________ GUSTAFSON Sack Thongvanh BROWN THUNDER ___ Against City Administrator LEEHY MIAZGA SEAL 48 of 163 3 SCHEDULE A Franchise Fee Rates: Electric Utility The franchise fee shall be in an amount determined by applying the following schedule per customer premise/per month based on metered service to retail customers within the City: Class Amount per month Residential $2.25 Sm C & I – Non-Dem $3.50 Sm C & I – Demand $22.00 Large C & I $200.00 Public Street Ltg $2.00 Franchise fees are submitted to the City on a quarterly basis as follows: January – March collections due by April 30. April – June collections due by July 31. July – September collections due by October 31. October – December collections due by January 31. 49 of 163 BLANK PAGE 50 of 163 1 GAS FRANCHISE ORDINANCE CITY OF FALCON HEIGHTS, RAMSEY COUNTY, MINNESOTA ORDINANCE NO. 18-06 AN ORDINANCE GRANTING TO NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION, ITS SUCCESSORS AND ASSIGNS, PERMISSION TO ERECT A GAS DISTRIBUTION SYSTEM FOR THE PURPOSES OF CONSTRUCTING, OPERATING, REPAIRING AND MAINTAINING IN THE CITY OF FALCON HEIGHTS, MINNESOTA, THE NECESSARY GAS PIPES, MAINS AND APPURTENANCES FOR THE TRANSMISSION OR DISTRIBUTION OF GAS TO THE CITY AND ITS INHABITANTS AND OTHERS AND TRANSMITTING GAS INTO AND THROUGH THE CITY AND TO USE THE PUBLIC GROUNDS AND PUBLIC WAYS OF THE CITY FOR SUCH PURPOSES. THE CITY COUNCIL OF THE CITY OF FALCON HEIGHTS, RAMSEY COUNTY, MINNESOTA, ORDAINS: SECTION 1. DEFINITIONS. For purposes of this Ordinance, the following capitalized terms listed in alphabetical order shall have the following meanings: 1.1 City. The City of Falcon Heights, County of Ramsey, State of Minnesota. 1.2 City Utility System. Facilities used for providing non-energy related public utility service owned or operated by City or agency thereof, including sewer and water service, but excluding facilities for providing heating, lighting or other forms of energy. 1.3 Commission. The Minnesota Public Utilities Commission, or any successor agency or agencies, including an agency of the federal government, which preempts all, or part of the authority to regulate Gas retail rates now vested in the Minnesota Public Utilities Commission. 1.4 Company. Northern States Power Company, a Minnesota corporation, its successors and assigns. 1.5 Gas. “Gas” as used herein shall be held to include natural gas, manufactured gas, or other form of gaseous energy. 1.6 Gas Facilities. Pipes, mains, regulators, and other facilities owned or operated by Company for the purpose of providing gas service for public use. 1.7 Notice. A written notice served by one party on the other party referencing one or more provisions of this Ordinance. Notice to Company shall be mailed to the General Counsel, 401 Nicollet Mall, 8th Floor, Minneapolis, MN 55401. Notice to the City shall be mailed to the City Administrator, City Hall, 2077 Larpenteur Avenue West, Falcon Heights, MN 55113. Either party 51 of 163 2 may change its respective address for the purpose of this Ordinance by written notice to the other party. 1.8 Public Ground. Land owned by the City for park, open space or similar purpose, which is held for use in common by the public. 1.9 Public Way. Any street, alley, walkway or other public right-of-way within the City. SECTION 2. ADOPTION OF FRANCHISE. 2.1 Grant of Franchise. City hereby grants Company, for a period of 20 years from the date passed and approved by the City, the right to transmit and furnish Gas energy for light, heat, power and other purposes for public and private use within and through the limits of the City as its boundaries now exist or as they may be extended in the future. For these purposes, Company may construct, operate, repair and maintain Gas Facilities in, on, over, under and across the Public Grounds and Public Ways of City, subject to the provisions of this Ordinance. Company may do all reasonable things necessary or customary to accomplish these purposes, subject, however, to such reasonable regulations as may be imposed by the City pursuant to ordinance and to the further provisions of this franchise agreement. 2.2 Effective Date; Written Acceptance. This franchise agreement shall be in force and effect from and after passage of this Ordinance, its acceptance by Company, and its publication as required by law. The City by Council resolution may revoke this franchise agreement if Company does not file a written acceptance with the City within 90 days after publication. 2.3 Service and Rates. The service to be provided and the rates to be charged by Company for Gas service in City are subject to the jurisdiction of the Commission. 2.4 Publication Expense. The expense of publication of this Ordinance will be paid by City and reimbursed to City by Company. 2.5 Dispute Resolution. If either party asserts that the other party is in default in the performance of any obligation hereunder, the complaining party shall notify the other party of the default and the desired remedy. The notification shall be written. Representatives of the parties must promptly meet and attempt in good faith to negotiate a resolution of the dispute. If the dispute is not resolved within 30 days of the written notice, the parties may jointly select a mediator to facilitate further discussion. The parties will equally share the fees and expenses of this mediator. If a mediator is not used or if the parties are unable to resolve the dispute within 30 days after first meeting with the selected mediator, either party may commence an action in District Court to interpret and enforce this franchise or for such other relief as may be permitted by law or equity for breach of contract, or either party may take any other action permitted by law. SECTION 3. LOCATION, OTHER REGULATIONS. 3.1 Location of Facilities. Gas Facilities shall be located, constructed and maintained so as not to interfere with the safety and convenience of ordinary travel along and over Public Ways and so as not to disrupt normal operation of any City Utility System previously installed therein. Gas Facilities shall be located on Public Grounds as determined by the City. Company's construction, 52 of 163 3 reconstruction, operation, repair, maintenance and location of Gas Facilities shall be subject to permits if required by separate ordinance and to other reasonable regulations of the City to the extent not inconsistent with the terms of this franchise agreement. Company may abandon underground gas facilities in place, provided, at City’s request, Company will remove abandoned metal pipe interfering with a City improvement project, but only to the extent such metal pipe is uncovered by excavation as part of the City’s improvement project. 3.2 Field Locations. Company shall provide field locations for its underground Gas Facilities within City consistent with the requirements of Minnesota Statutes, Chapter 216D. 3.3 Street Openings. Company shall not open or disturb any Public Ground or Public Way for any purpose without first having obtained a permit from the City, if required by a separate ordinance, for which the City may impose a reasonable fee. Permit conditions imposed on Company shall not be more burdensome than those imposed on other utilities for similar facilities or work. Company may, however, open and disturb any Public Ground or Public Way without permission from the City where an emergency exists requiring the immediate repair of Gas Facilities. In such event Company shall notify the City by telephone to the office designated by the City as soon as practicable. Not later than the second working day thereafter, Company shall obtain any required permits and pay any required fees. 3.4 Restoration. After undertaking any work requiring the opening of any Public Ground or Public Way, Company shall restore the same, including paving and its foundation, to as good a condition as formerly existed, and shall maintain any paved surface in good condition for one year thereafter. The work shall be completed as promptly as weather permits, and if Company shall not promptly perform and complete the work, remove all dirt, rubbish, equipment and material, and put the Public Ground or Public Way in the said condition, the City shall have, after demand to Company to cure and the passage of a reasonable period of time following the demand, but not to exceed five days, the right to make the restoration at the expense of Company. Company shall pay to the City the cost of such work done for or performed by the City. This remedy shall be in addition to any other remedy available to the City for noncompliance with this Section 3.4, but the City hereby waives any requirement for Company to post a construction performance bond, certificate of insurance, letter of credit or any other form of security or assurance that may be required, under a separate existing or future ordinance of the City, of a person or entity obtaining the City’s permission to install, replace or maintain facilities in a Public Way. 3.5 Avoid Damage to Gas Facilities. Nothing in this Ordinance relieves any person from liability arising out of the failure to exercise reasonable care to avoid damaging Gas Facilities while performing any activity. 3.6 Notice of Improvements. The City must give Company reasonable notice of plans for improvements to Public Grounds or Public Ways where the City has reason to believe that Gas Facilities may affect or be affected by the improvement. The notice must contain: (i) the nature and character of the improvements, (ii) the Public Grounds and Public Ways upon which the improvements are to be made, (iii) the extent of the improvements, (iv) the time when the City will start the work, and (v) if more than one Public Ground or Public Way is involved, the order in which the work is to proceed. The notice must be given to Company a sufficient length of time in advance of the actual commencement of the work to permit Company to make any necessary additions, alterations or repairs to its Gas Facilities. 53 of 163 4 SECTION 4. RELOCATIONS. 4.1 Relocation of Gas Facilities in Public Ways. If the City determines to vacate a Public Way for a City improvement project, or at City’s cost to grade, regrade, or change the line of any Public Way, or construct or reconstruct any City Utility System in any Public Way, it may order Company to relocate its Gas Facilities located therein if relocation is reasonably necessary to accomplish the City’s proposed public improvement. Except as provided in Section 4.3, Company shall relocate its Gas Facilities at its own expense. The City shall give Company reasonable notice of plans to vacate for a City improvement project, or to grade, regrade, or change the line of any Public Way or to construct or reconstruct any City Utility System. If a relocation is ordered within five years of a prior relocation of the same Gas Facilities, which was made at Company expense, the City shall reimburse Company for Non-Betterment Costs on a time and material basis, provided that if a subsequent relocation is required because of the extension of a City Utility System to a previously unserved area, Company may be required to make the subsequent relocation at its expense. Nothing in this Ordinance requires Company to relocate, remove, replace or reconstruct at its own expense its Gas Facilities where such relocation, removal, replacement or reconstruction is solely for the convenience of the City and is not reasonably necessary for the construction or reconstruction of a Public Way or City Utility System or other City improvement. 4.2 Relocation of Gas Facilities in Public Ground. City may require Company at Company’s expense to relocate or remove its Gas Facilities from Public Ground upon a finding by City that the Gas Facilities have become or will become a substantial impairment to the existing or proposed public use of the Public Ground. 4.3 Projects with Federal Funding. City shall not order Company to remove or relocate its Gas Facilities when a Public Way is vacated, improved or realigned for a right-of-way project or any other project which is financially subsidized in whole or in part by the Federal Government or any agency thereof, unless the reasonable non-betterment costs of such relocation are first paid to Company. The City is obligated to pay Company only for those portions of its relocation costs for which City has received federal funding specifically allocated for relocation costs in the amount requested by the Company, which allocated funding the City shall specifically request. Relocation, removal or rearrangement of any Company Gas Facilities made necessary because of a federally- aided highway project shall be governed by the provisions of Minnesota Statutes, Section 161.46, as supplemented or amended. It is understood that the rights herein granted to Company are valuable rights. 4.4 No Waiver. The provisions of this franchise apply only to facilities constructed in reliance on a franchise from the City and shall not be construed to waive or modify any rights obtained by Company for installations within a Company right-of-way acquired by easement or prescriptive right before the applicable Public Ground or Public Way was established, or Company's rights under state or county permit. SECTION 5. TREE TRIMMING. Company is also granted the permission and authority to trim all shrubs and trees, including roots, in the Public Ways of City to the extent Company finds necessary to avoid interference with the 54 of 163 5 proper construction, operation, repair and maintenance of Gas Facilities, provided that Company shall save City harmless from any liability in the premises. SECTION 6. INDEMNIFICATION. 6.1 Indemnity of City. Company shall indemnify, keep and hold the City free and harmless from any and all liability on account of injury to persons or damage to property occasioned by the construction, maintenance, repair, inspection, the issuance of permits, or the operation of the Gas Facilities located in the Public Grounds and Public Ways. The City shall not be indemnified for losses or claims occasioned through its own negligence except for losses or claims arising out of or alleging the City's negligence as to the issuance of permits for, or inspection of, Company's plans or work. The City shall not be indemnified if the injury or damage results from the performance in a proper manner of acts reasonably deemed hazardous by Company, and such performance is nevertheless ordered or directed by City after notice of Company's determination. 6.2 Defense of City. In the event a suit is brought against the City under circumstances where this agreement to indemnify applies, Company at its sole cost and expense shall defend the City in such suit if written notice thereof is promptly given to Company within a period wherein Company is not prejudiced by lack of such notice. If Company is required to indemnify and defend, it will thereafter have control of such litigation, but Company may not settle such litigation without the consent of the City, which consent shall not be unreasonably withheld. This section is not, as to third parties, a waiver of any defense or immunity otherwise available to the City and Company, in defending any action on behalf of the City shall be entitled to assert in any action every defense or immunity that the City could assert in its own behalf. SECTION 7. VACATION OF PUBLIC WAYS. The City shall give Company at least two weeks prior written notice of a proposed vacation of a Public Way. Except where required for a City improvement project, the vacation of any Public Way, after the installation of Gas Facilities, shall not operate to deprive Company of its rights to operate and maintain such Gas Facilities, until the reasonable cost of relocating the same and the loss and expense resulting from such relocation are first paid to Company. In no case, however, shall City be liable to Company for failure to specifically preserve a right-of-way under Minnesota Statutes, Section 160.29. SECTION 8. CHANGE IN FORM OF GOVERNMENT. Any change in the form of government of the City shall not affect the validity of this Ordinance. Any governmental unit succeeding the City shall, without the consent of Company, succeed to all of the rights and obligations of the City provided in this Ordinance. SECTION 9. FRANCHISE FEE. 9.1 Fee Schedule. During the term of the franchise hereby granted, and in lieu of any permit or other fees being imposed on the Company, the City may impose on the Company a franchise fee by collecting the amounts indicated in a Fee Schedule set forth in a separate ordinance from each customer in the designated Company Customer Class. The parties have agreed that the franchise fee collected by the Company and paid to the City in accordance with this Section 9 shall not exceed the following amounts: 55 of 163 6 Class Fee Per Premise Per Month Residential $ 1.75 Commercial Firm Non-Demand $ 8.50 Commercial Firm Demand $ 75.00 Small Interruptible $ 50.00 Medium and Large Interruptible $ 100.00 Firm Transportation $ 15.00 Interruptible Transportation $ 15.00 9.2 Separate Ordinance. The franchise fee shall be imposed by a separate ordinance duly adopted by the City Council, which ordinance shall not be adopted until at least 90 days after written notice enclosing such proposed ordinance has been served upon Company by certified mail. The fee shall not become effective until the beginning of a Company billing month at least 90 days after written notice enclosing such adopted ordinance has been served upon Company by certified mail. Section 2.5 shall constitute the sole remedy for solving disputes between Company and the City in regard to the interpretation of, or enforcement of, the separate ordinance. No action by the City to implement a separate ordinance will commence until this Ordinance is effective. A separate ordinance which imposes a lesser franchise fee on the residential class of customers than the maximum amount set forth in Section 9.1 above shall not be effective against Company unless the fee imposed on each other customer classification is reduced proportionately in the same or greater amount per class as the reduction represented by the lesser fee on the residential class. 9.3 Collection of the Fee. The franchise fee shall be payable quarterly and shall be based on the amount collected by Company during complete billing months during the period for which payment is to be made by imposing a surcharge equal to the designated franchise fee for the applicable customer classification in all customer billings for gas service in each class. The payment shall be due the last business day of the month following the period for which the payment is made. The franchise fee may be changed by ordinance from time to time; however, each change shall meet the same notice requirements and not occur more often than annually and no change shall require a collection from any customer for gas service in excess of the amounts specifically permitted by this Section 9. The time and manner of collecting the franchise fee is subject to the approval of the Commission. No franchise fee shall be payable by Company if Company is legally unable to first collect an amount equal to the franchise fee from its customers in each applicable class of customers by imposing a surcharge in Company’s applicable rates for gas service. Company may pay the City the fee based upon the surcharge billed subject to subsequent reductions to account for uncollectibles, refunds and correction of erroneous billings. Company agrees to make its records available for inspection by the City at reasonable times provided that the City and its designated representative agree in writing not to disclose any information which would indicate the amount paid by any identifiable customer or customers or any other information regarding identified customers. 9.4 Terms Defined. 56 of 163 7 9.4.1 “Customer Class” shall refer to classes listed in the Fee Schedule and as defined or determined in Company’s gas rate book on file with the Commission. 9.4.2 “Fee Schedule” refers to the Schedule in Section 9.1 setting forth the various customer classes from which a franchise fee would be collected if a separate ordinance were implemented immediately after the effective date of this franchise agreement. The Fee Schedule in the separate ordinance may include new Customer Classes added by the Company to its gas tariffs after the effective date of this franchise agreement. 9.4.3 Therm shall be a unit of gas providing 100,000 Btu of heat content adjusted for billing purposes under the rate schedules of Company on file with the Commission. 9.5 Equivalent Fee Requirement. The separate ordinance imposing the fee shall not be effective against Company unless it lawfully imposes and the City monthly or more often collects a fee or tax of the same or greater equivalent amount on the receipts from sales of energy within the City by any other energy supplier, provided that, as to such a supplier, the City has the authority to require a franchise fee or to impose a tax. The “same or greater equivalent amount” shall be measured, if practicable, by comparing amounts collected as a franchise fee from each similar customer, or by comparing, as to similar customers the percentage of the annual bill represented by the amount collected for franchise fee purposes. The franchise fee or tax shall be applicable to energy sales for any energy use related to heating, cooling or lighting, or to run machinery and appliances, but shall not apply to energy sales for the purpose of providing fuel for vehicles. If the Company specifically consents in writing to a franchise or separate ordinance collecting or failing to collect a fee from another energy supplier in contravention of this Section 9.5, the foregoing conditions will be waived to the extent of such written consent. SECTION 10. PROVISIONS OF ORDINANCE. 10.1 Severability. Every section, provision, or part of this Ordinance is declared separate from every other section, provision, or part and if any section, provision, or part shall be held invalid, it shall not affect any other section, provision, or part. Where a provision of any other City ordinance conflicts with the provisions of this Ordinance, the provisions of this Ordinance shall prevail. 10.2 Limitation on Applicability. This Ordinance constitutes a franchise agreement between the City and Company as the only parties and no provision of this franchise shall in any way inure to the benefit of any third person (including the public at large) so as to constitute any such person as a third party beneficiary of the agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto. SECTION 11. AMENDMENT PROCEDURE. Either party to this franchise agreement may at any time propose that the agreement be amended to address a subject of concern and the other party will consider whether it agrees that the amendment is mutually appropriate. If an amendment is agreed upon, this Ordinance may be 57 of 163 8 amended at any time by the City passing a subsequent ordinance declaring the provisions of the amendment, which amendatory ordinance shall become effective upon the filing of Company’s written consent thereto with the City Clerk within 90 days after the date of final passage by the City of the amendatory ordinance. SECTION 12. PREVIOUS FRANCHISES SUPERSEDED. This franchise supersedes any previous Gas franchise granted to Company or its predecessor. PASSED AND APPROVED this 13th day of June 2018 by the City Council of Falcon Heights, Minnesota. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - Moved by: Approved by: ________________________ Peter Lindstrom Mayor LINDSTROM ___ In Favor Attested by: ________________________ GUSTAFSON Sack Thongvanh BROWN THUNDER ___ Against City Administrator LEEHY MIAZGA Date Published:____________________ 58 of 163 1 CITY OF FALCON HEIGHTS, RAMSEY COUNTY, MINNESOTA ORDINANCE NO. 18-07 AN ORDINANCE IMPLEMENTING A GAS SERVICE FRANCHISE FEE ON NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION, ITS SUCCESSORS AND ASSIGNS, FOR PROVIDING GAS SERVICE WITHIN THE CITY OF FALCON HEIGHTS THE CITY COUNCIL OF THE CITY OF FALCON HEIGHTS DOES ORDAIN: SECTION 1. The City of Falcon Heights Municipal Code is hereby amended to include reference to the following Special Ordinance. Subd. 1. Purpose. The Falcon Heights City Council has determined that it is in the best interest of the City to impose a franchise fee on those public utility companies that provide natural gas services within the City of Falcon Heights. (a) Pursuant to City Ordinance 18-06, a Franchise Agreement between the City of Falcon Heights and Northern States Power Company, a Minnesota corporation, its successors and assigns, the City has the right to impose a franchise fee on Northern States Power Company, a Minnesota corporation, its successors and assigns, in an amount and fee design as set forth in Section 9 of the Northern States Power Company Franchise and in the fee schedule attached hereto as Schedule A. Subd. 2. Franchise Fee Statement. A franchise fee is hereby imposed on Northern States Power Company, a Minnesota Corporation, its successors and assigns, under its gas franchise in accordance with the schedule attached here to and made a part of this Ordinance, commencing with the NSPM September/October, 2018 billing month. This fee is an account-based fee on each premise and not a meter-based fee. In the event that an entity covered by this ordinance has more than one meter at a single premise, but only one account, only one fee shall be assessed to that account. If a premise has two or more meters being billed at different rates, the Company may have an account for each rate classification, which will result in more than one franchise fee assessment for gas service to that premise. If the Company combines the rate classifications into a single account, the franchise fee assessed to the account will be the largest franchise fee applicable to a single rate classification for energy delivered to that premise. In the event any entities covered by this ordinance have more than one premise, each premise (address) shall be subject to the appropriate fee. In the event a question arises as to the proper fee amount for any premise, the Company’s manner of billing for energy used at all similar premises in the city will control. Subd. 3. Payment. The said franchise fee shall be payable to the City in accordance with the terms set forth in Section 9 of the Franchise. Subd. 4. Surcharge. The City recognizes that the Minnesota Public Utilities Commission may allow Company to add a surcharge to customer rates of city residents to reimburse Company for the cost of the fee. Subd. 5. Enforcement. Any dispute, including enforcement of a default regarding this ordinance will be resolved in accordance with Section 2.5 of the Franchise Agreement. 59 of 163 2 Subd. 6. Effective Date of Franchise Fee. The effective date of this Ordinance shall be after its publication and ninety (90) days after the sending of written notice enclosing a copy of this adopted Ordinance to NSPM by certified mail. Collection of the fee shall commence as provided in above. PASSED AND APPROVED this 13th day of June 2018 by the City Council of Falcon Heights, Minnesota. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - Moved by: Approved by: ________________________ Peter Lindstrom Mayor LINDSTROM ___ In Favor Attested by: ________________________ GUSTAFSON Sack Thongvanh BROWN THUNDER ___ Against City Administrator LEEHY MIAZGA SEAL 60 of 163 3 SCHEDULE A Franchise Fee Rates: Gas Utility The franchise fee shall be in an amount determined by applying the following schedule per customer premise/per month based on metered service to retail customers within the City: Class Amount per month Residential $1.75 Commercial Non-Demand $8.50 Commercial Firm Demand $75.00 Small Interruptible $50.00 Medium and Large Interruptible $100.00 Firm Transportation $15.00 Interruptible Transportation $15.00 Franchise fees are submitted to the City on a quarterly basis as follows: January – March collections due by April 30. April – June collections due by July 31. July – September collections due by October 31. October – December collections due by January 31. 61 of 163 BLANK PAGE 62 of 163 195322v1 1 SUMMARY OF ORDINANCES NO. 18-04 CITY OF FALCON HEIGHTS RAMSEY COUNTY, MINNESOTA ORDINANCES GRANTING GAS AND ELECTRIC FRANCHISES WITH NORTHERN STATES POWER COMPANY AND ESTABLISHING FRANCHISE FEE SCHEDULES FOR THE PROVISION OF GAS AND ELECTRIC SERVICES BY NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION NOTICE IS HEREBY GIVEN that, on June 13th, 2018, Ordinance Nos. 18-04, 18-05, 18-06, and 18-07 were adopted by the City Council of the City of Falcon Heights, Minnesota. NOTICE IS FURTHER GIVEN that, because of the lengthy nature of Ordinance Nos. 18-04, 18-05, 18-06, and 18-07, the following summary of the ordinances has been prepared for publication, and that copies of the ordinances are available for inspection by the public at the Deputy Clerk’s office. NOTICE IS FURTHER GIVEN that the City has granted franchises with Northern States Power d/b/a Xcel Energy (“Xcel”). The terms of the two franchises are essentially the same and grant each company a 20-year franchise to transmit and furnish gas or electric energy for public and private use within or through the City. The franchises provide for the orderly location and relocation of facilities within public rights of way and public grounds, relocation and restoration of facilities and rights of way, and abandonment and subsequent removal of abandoned facilities in accordance with Minnesota Rule 7819.3300. The franchises require the provision of field location and mapping information by the companies. Other provisions provide for street openings for repair or other purposes with prior permit of the City or without prior permit in exigent circumstances, tree trimming, company indemnification of the City, and notice procedures for the City’s vacation of public ways. Each of the franchises is accompanied by a franchise fee ordinance. The franchise fee ordinances impose fees related to gas and electric services as follows: Xcel Gas Fees Schedule: Class Fee Per Premise Per Month Residential $ 1.75 Commercial Non-Demand 8.50 Commercial Firm Demand 75.00 Small Interruptible 50.00 Medium and Large Interruptible 100.00 Firm Transportation 15.00 Interruptible Transportation 15.00 63 of 163 195322v1 2 Xcel Electric Fees Schedule: Class Fee Per Premise Per Month Residential $ 2.25 Sm C & I - Non-Demand 3.50 Sm C & I - Demand 22.00 Large C & I 200.00 Public Street Lighting 2.00 APPROVED for publication by the City Council of the City of Falcon Heights, Minnesota, this 13th day of June 2018. CITY OF FALCON HEIGHTS By ______________________________________ Peter Lindstrom, Mayor Attest: ________________________________ Sack Thongvanh, City Administrator Date published: ____________________ 64 of 163 REQUEST FOR COUNCIL ACTION Families, Fields and Fair __________________________ The City That Soars! Item General Disbursements and Payroll Description General Disbursements through: 6/07/18 $213,553.70 Payroll through: 5/31/18 $20,301.52 Budget Impact The general disbursements and payroll are consistent with the budget. Attachment(s) · General Disbursements and Payroll Action(s) Requested Staff recommends that the Falcon Heights City Council approve general disbursements and payroll. Meeting Date June 13, 2018 Agenda Item Consent F1 Attachment General Disbursements and Payroll Submitted By Roland Olson, Finance Director 65 of 163 BLANK PAGE 66 of 163 67 of 163 68 of 163 69 of 163 70 of 163 71 of 163 72 of 163 73 of 163 74 of 163 75 of 163 76 of 163 77 of 163 78 of 163 79 of 163 80 of 163 81 of 163 BLANK PAGE 82 of 163 REQUEST FOR COUNCIL ACTION Families, Fields and Fair __________________________ The City That Soars! Item Copier Machine – City Hall Description The city hall copy/printer/scanner machine Konia Minolta Bizhub C454 is inoperable because it is 4-6 years old and old replacements parts are expensive or disconnected. Staff researched copy machines and would like to lease the Canon IR ADVANCE C5550i. Canon IR ADVANCE C5550i is designed to be reliable, durable products that can easily integrate. It also has outstanding image quality, fast color in a compact size, and a focus on authentication. The lease will be $122.39/month for five years totaling $7,343.40 which saves the City $5,981.40 over the current lease of $222.08/month for five years totaling $13,324.80. Services include all toner, parts, staples and labor rate locked for the term of the contract. The chart below shows the cost of each printer in the lease, color, and B&W and can see that the city will save more if it were to lease the Canon IR ADVANCE C5550i. Printers Konia Canon Lease $222.08/mo 122.39/mo Black & White $0.009 $0.0074 Color $0.055 $0.0504 Staff believes the Canon IR ADVANCE C5550i is the best cost saving option for the city. Budget Impact The City should see a savings of $107.28 per month for a total of $1,287.36 per year. Attachment(s) · Loffler Copier Proposal · Loffler Maintenance & Support Agreement · State Contract – 60 Month Rental · State Contract Acknowledge Form Meeting Date June 13, 2018 Agenda Item Consent F2 Attachment Lease Agreement Submitted By Sack Thongvanh, City Administrator 83 of 163 Action(s) Requested Staff recommends approval Falcon Heights City Council authorize the City Administrator to purchase and execute all necessary documents for the Canon IR ADVANCE C5550i based on the attached proposal from Loffler. 84 of 163 Your Most Valuable Partner for Innovative Business Technology & Services City of Falcon Heights A Proposal for City of Falcon Heights Prepared By: Corey Sch losser Integrat ed Solutions Acc ount Manag er – K12 Educa tion & Municipality Vertica l Phone #: 952-646-6427 – Email: cschlosser@loffler.co m Clint Miller Sales Manag er Phone #: 952-230-5658 – Email: clint.miller@loffler.co m The con tents of this prop osal are con side red private and con fide ntial for the exclusive use of City of Falcon Heights and their relatio nship w ith Loffler. Dec em ber 1, 2017 85 of 163 Your Most Valuable Partner for Innovative Business Technology & Services City of Falcon Heights We are an independent Professional Services Organization dedicated to providing superior integrated IT solutions, office technologies and services. The foundation of our success is based on exceeding the expectations of our clients, employees, partners, and community. Our Mission Statement 86 of 163 Your Most Valuable Partner for Innovative Business Technology & Services Why Loffler? City of Falcon Heights Our Products Our breadth of services and solutions allows Loffler to meet virtually all of our clients’ wide range of business communication needs: Office Technologies, Software Solutions & Professional Services, On-site Management Services (Facilities management), IT Manage Services & IT Solutions, and Telephony & Voice Recording Solutions. We offer many of the industry’s leading solutions from Canon, Konica Minolta, Xerox, EFI, Creo, NEC, Shoretel, HP, Lexmark, and others. Our People We have invested significantly in the best talent available to support our imaging products and services. These resources include: Pre-sale & post-sale color analysts, Variable data experts, Document management consultants, Onsite management services sales consultants, High volume/production specialists, eCopy specialists, Print assessment specialists, and a highly tenured management team. Loffler is committed to service excellence. We have one of the largest and best-trained service teams in the Twin Cities. Our Service Engineers have an average tenure of eight years, and respond to our clients’ calls on site in three hours or less. In addition, Loffler operates its very own authorized training center. Here our technicians are trained on every make and model Loffler sells. Our Company Our mission is simple. We want to exceed your expectations. Since 1986, we’ve worked hard to become Minnesota’s most capable office technology provider. Today, we have emerged into a Business Communication Company that offers a broad portfolio of technology, services and solutions. As an independent company, we have the freedom to offer the world’s best technology solutions. But great products are just the start. Our sales and IT professionals are here to offer high-quality support for all our products and services. In fact, Loffler was just recognized as one of the nation’s Elite Dealers. Whether you’re looking for a specific product or a comprehensive solution, Loffler has the right tools to help your business succeed. From copiers to telephones and on-site management services, we do it all. And we do it well. Loffler Companies Mission Statement We are an independent Professional Services Organization dedicated to providing superior digital office technologies, services and IT solutions. The foundation of our success is based on exceeding the expectations of our clients, employees, partners and community. 87 of 163 Your Most Valuable Partner for Innovative Business Technology & Services City of Falcon Heights State of Minnesota Contract #84336 Recommended Solution Corey Schlosser Integrated Solutions Account Manager – K12 Education & Municipa lity Vertical Loffler Companies, Inc. Email: cschlosser@loffler.com Direct Dial: 952-646-6427 www.loffler.com Canon IR ADVANCE C5540i/C5550i Components Included: • 40/50 Pages per Minute (B&W & Color) • 1,200 x 1,200 dpi • 3,650 sheet Paper Supply • (2) 550 sheet Paper Cassettes • (1) 2,450 sheet Paper Cassette • 100 sheet Stack Bypass • 150 sheet Automatic Document Feeder • Single Pass Duplexing • Internal Staple Finisher • 2/3 Hole Punch Kit • 4 GB RAM & 250 GB HDD Memory • 10.1 inch Flat color control panel with touchscreen technology • Power Requirements/Plug: 120-127V AC, 60 Hz,10 A, NEMA 5-15P • Delivery, Professional Service Installation, Implementation and Training Service and Supply Agreement: All B/W overages bill @ $0.0074 per image (Both Ca non Models) All Color images bill @ $0.0630 per image. (C5540i) All Color images bill @ $0.0504 per image. (C5550i) Includes ALL Toner, Parts, Staples and Labor Rate LOCKED for T erm of Co ntract The imageRUNNER ADVANCE C5500 Series models were designed as reliable, durable products that can easily integrate with Ca non’s holistic business solutions. When designing this product, a strong emphasis wa s placed on ease of use, outstanding image quality, fast color in a compact size, and a focus on authentication. Equipment 60 Month Rental Canon IR ADVANCE C5540i (40 ppm): $112.20 Canon IR ADVANCE C5550i (50 ppm): $122.40 TOTAL (Equipment Rental Payment + Current Average Usage) Option 1. Canon IR ADV C5540i = $112.20 + $55.13 = $167.33 (savings of $111.44 per month) Option 2. Canon IR ADV C5550i = $122.40 + $49.09 = $171.49 (savings of $107.28 per month) Current Situation Konica Minolta C454 (45 ppm): $222.08 12 Month Average of 3,371 B/W ($0.009 per image) and 479 Color ($0.055 per image) images per month = $56.69 per month TOTAL (Equipment Lease Payment + Average Usage) = $278.77 per month 88 of 163 Your Most Valuable Partner for Innovative Business Technology & Services City of Falcon Heights COREY SCHLOSSER Integrated Solutions Account Manager – K12 Education & Municipality Vertical Direct Dial: 952-646-6427 Email: cschlosser@loffler.com CLINT MILLER Sales Manager. Eight+ years industry experience. Direct Dial: 952-230-5658 Email: clint.miller@loffler.com HEATHER HALLOFF Color Solutions Specialist. Seventeen years industry experience. Digital color solutions. Local and national corporate accounts. Direct Dial: 952-915-6895 Email: hhalloff@loffler.com JOHN TURNER Director, Managed Print Services. 30+ years industry experience supporting client initiatives with output management. Direct Dial: 952-925-6848 Email: Jturner@loffler.com JEFF KING Business Process Manager. Twenty-three years industry experience. Workflow and content management software, scanning solutions, project management, and custom project development on a local and national account level. Direct Dial: 952-646-6482 Email: jking@loffler.com Loffler’s technical and systems support team also includes one Microsoft Certified Software Engineer (MCSE); four additional Microsoft Certified Professionals (MCP); and two additional Certified Netware Engineers (CNE). Loffler Support Team 89 of 163 1101 E 78th Street, Bloomington, MN 55420 952-925-6800 ● Fax 952-925-6801 Comments: Client Signature: x Date $122.39TOTAL Chicago, IL 60693-0149 $0.00 $0.00 $0.00 MN Suite/Floor/Dept Suite/Floor/Dept Customer #Same as Ship To City of Falcon Heights Address Address 2077 Larpenter Ave W Address 2 Address 2 $0.00 $0.00 $0.0014904 Collections Center Drive State Contract #84336 60 Month Rental Vendor Swift Code 0000195734-011 $0.00 $0.00 $0.00 Delivery, Install, & Training Bill to: Canon USA c/o Canon Financial Services $0.00 $0.00 $0.00 1 1 1 1 $21.60 $14.32Internal Staple Finisher Hole Punch Kit High Capacity Cassette Feed Unit $8.07 State Loffler Contact Phone Contact Falcon Heights Meter Contact Phone Preferred Meter Method Fax Preferred Meter Method E-Mail Address Preferred Meter Method S H I P T O E-Mail Address Zip City State Zip55113 Company Company Vendor Swift B I L L T O Networking Networking Contact E-Mail Address Training Training Contact Phone E-Mail Address Model/Serial Number Trade-In Ownership PRODUCT NUMBER DESCRIPTION UNIT PRICE TOTAL 1 Canon IR ADV C5550i ORDER AGREEMENT - Rental Minnesota State Contract #84336 $78.40 Delivery/Pickup Date & Date Carrier If "Other", Please Describe Stairs SELECT ONE Phone YES YES Pick up and remove Loffer ID# 45505 ORDER QTY Trade In ID#s 90 of 163 1101 E 78th Street, Bloomington, MN 55420 952-925-6800 ● Fax 952-925-6801 $$ $ $$ $ $$ $ $For Yes No Yes No Phone Fax MAINTENANCE AGREEMENT Address Address 2077 Larpenter Ave W Address 2 Address 2 Company Company Customer # Customer # City of Falcon Heights Same as Bill To B I L L T O S H I P T O Contact Phone Contact Phone 651-792-7600 Falcon Heights Zip State City Suite/Floor/Dept Suite/Floor/Dept Zip State City EFFECTIVE DATE: CONTRACT TERM: MAKE/MODEL BEGIN METERDESCRIPTIONSERIAL NUMBER ID Install Date Other: Canon IR ADV C5550i B&W Copies Allowed B&W Overage ChargeAnnual Rate Monthly Rate 0.00 B&W Copies Allowed 0 B&W Overage Charge Color Copies Allowed Color Overage Charge Quarterly Rate B&W Copies Allowed B&W Overage Charge Color Copies Allowed 0 Color Overage Charge 0.050400 0.007400 Color Overage ChargeColor Copies Allowed Addtl. Charge 0 NA Supplies Included: Staples Included: Black Toner Color Toner Preferred Meter Method Special Instructions:State Contract #84336. Staples INCLUDED. Rate Locked for Five Year Term Please carefully review the Terms and Conditions on the second page and provide a customer signature. Meter Contact imageWHERE Remote E-mail AddressPreferred Meter Method Preferred Meter Method 1 Year 2 Year 3 Year 4 Year 5 Year RenewalNew 91 of 163 Customer Signature X Loffler Companies Representative TERMS & CONDITIONS Loffler Companies Officer Approval Signature Print Customer Name Time Date Loffler Company Acceptance Date Maintenance ServicesDuring the term of this contract Loffler Companies, Inc will repair or replace according to the terms of this agreement any part of the equipment which becomes unserviceable due to normal usage (other than consumable supplies, i.e. toner, image units). All parts replaced will be furnished on an exchange basis and will be new, reconditioned, or used. All parts removed due to replacement will become the property of Loffler Companies, Inc. Maintenance services provided by Loffler Companies, Inc. under this agreement do not include the following:A.Repair of damage not caused by vendor, including without limitation, damage resulting from accident, transportation neglect or misuse, failure or fluctuation of electrical power, telephone equipment or communication lines failure, environmental conditions, or acts of God.B.Repairs made necessary because of service that was provided by persons other than vendor.C.Exit trays, copy cabinet, removable cassettes, or other breakable items that are not related to the mechanical or electrical operation of the equipment.D.Repairs and/or service calls resulting from attachments not purchased and/or approved by Loffler Business Systems.E. Network or IT triage related to IT infrastructure issues affecting the operation of the hardware device. Performance of Maintenance ServicesMaintenance services will be provided at the customer’s place of business where the equipment is located during regular business hours (8:00 a.m. –5:00 p.m.) Monday through Friday, except holidays. ChargesThe maintenance charges for all maintenance agreements, i.e. annually, quarterly, monthly, will be payable by the customer in advance with the overages billed in arrears. The relocation of equipment indicated on the face hereof may result in an increase of maintenance charges or the termination of this agreement. The client will provide timely meter readings at the end of each billing period in response to Loffler Companies fax/email requests or contacted by telephone. If meter reads are not received in a timely manner, Loffler Companies reserves the right to estimate the meter readings. The charges established in this agreement include payment for the maintenance of the equipment and consumable supplies including black and color toner and developer, if indicated on the reverse side. Paper and staples must be purchased separately by you. For the purpose of this agreement, an impression is defined as a one sided, 8.5 x 11 or smaller image on a single sheet of media. This agreement is based upon manufacturer stated yields: 6% coverage for black toner and 20% coverage for color toners. Tonerusage/coverage beyond manufacturer stated yields can result in additional charges for toner at current market pricing. Toner provided under this agreement is the property of Loffler Co. Inc until consumed in covered equipment. Customer ObligationsCustomer agrees to provide a suitable place for use (including suitable electric service) as specified by the manufacturer. Customer to provide 360 degree service access to equipment. Customer will provide a key operator for the equipment and make available operators for instruction in use and care of the equipment. Limitations Loffler Companies, Inc. shall not be liable for failure to perform its obligations hereunder, and such failure to perform shall not constitute a breach of this agreement when repair of the equipment is required as a result of accident, misuse, use of supplies or accessories that do not meet manufacturer’s standards, fire, flood, or other adverse conditions damaging the equipment at customer’s premises. Loffler Companies, Inc. shall not be liable for delay or failure to perform under this agreement for causes beyond its reasonable control for the period of time that such causes are enduring. Additionally, Loffler Companies, Inc. shall not be responsible or liable for any circumstances occurring due to the failure of any equipment or accessories covered under this agreement. TermThis agreement will become effective as of the effective date indicated on the reverse side and is a non-cancelable contract. This agreement will be automatically renewed at the prevailing rates at the time of expiration unless canceled in writing thirty (30) days prior to the expiration of the agreement. Maintenance agreement rates may be subject to an annual rate adjustment. Loffler Companies, Inc. may terminate this agreement upon written notice prior to any renewals. Entire Agreement/Applicable LawThis agreement constitutes the entire agreement between Loffler Companies, Inc. and the customer and supersedes any previous agreements between Loffler Companies, Inc. and the customer with respect to services to the equipment. This agreement shall be interpreted and continued in accordance with the law of the State of Minnesota and the parties hereby consent to the personal jurisdiction of any state or federal court having appropriate subject matter jurisdiction located within the State of Minnesota. Non-SolicitationClient acknowledges and agrees that the employees of Loffler Companies, Inc. who perform the services are a valuable asset to Loffler Companies, Inc. and are difficult to replace. Accordingly, Client agrees that, for a period of one (1) year after the completion of said services, it will not, directly or indirectly, solicit, recruit, hire or otherwise employ any employee or agent of Loffler Companies, Inc.who performed such services. If Client violates this paragraph, Client will pay to Loffler Companies, Inc. damages equal to one hundred percent (100%) of that individual’s annual salary. For purposes of this Agreement only, an “individual’s” annual salary shall mean the individual’s annual salary with either Loffler Companies, Inc. or with Client, as of the date of Client’s violation of this paragraph, whichever is greater. License FeesIn the event that license fees are paid by Loffler, we will incorporate that charge into the billing rates to amortize the cost over a year's time. If Client cancels the contract prior to the end of the term, the Client will be charged with the remainder of the amount due for the license. Net ConnectMaintenance services include Net Connect services, which provide support for printing, scanning, and connectivity of the multifunctional equipment. 92 of 163 Canon Contract Acknowledgement in lieu of Purchase Order I, __________________________, as an authorized agent of _________________________am making (Purchasing Agent Name) (Agency Name) the attached purchase / lease / rental as specified in agreement ______________________ under the (circle procurement type) (Purchase Agreement Number) terms and conditions of State/Association Contract Number _________________________________________. (State/Association Contract Number) _____________________________________ Signature _____________________________________ Title _____________________________________ Date 93 of 163 BLANK PAGE 94 of 163 REQUEST FOR COUNCIL ACTION Families, Fields and Fair __________________________ The City That Soars! Item City Hall – Solar Gardens Description On May 11, 2016, the City entered into a solar subscription agreement with Geronimo Energy LLC and BHE Renewables, LLC. Based on the demand load, the City can expect a potential savings of $23,730.27 over 25 years with an allocation of over 100,000 kwh. The City of Falcon Heights would retain $.01 per kilo watt hour that is produced by Geronimo Energy. Budget Impact We are expected to receive the credit in the next couple of months. Attachment(s) · Assignment, Assumption, and Novation Agreements Action(s) Requested Staff recommends authorizing the City Administrator and Mayor to execute all necessary documents. Meeting Date June 13, 2018 Agenda Item Policy G1 Attachment Agreements Submitted By Sack Thongvanh, City Administrator 95 of 163 BLANK PAGE 96 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG1, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #303472923, dated May 25, 2016, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 97 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 98 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG1, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 99 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG2, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #303472923, dated May 25, 2016, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 100 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 101 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG2, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 102 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG2, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #303564236, dated May 25, 2016, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 103 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 104 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG2, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 105 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG3, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #304521136, dated May 25, 2016, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 106 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 107 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG3, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 108 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG3, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #303309312, dated May 25, 2016, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 109 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 110 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG3, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 111 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG3, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #302899373, dated May 25, 2016, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 112 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 113 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG3, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 114 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG3, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #303818051, dated May 25, 2016, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 115 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 116 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG3, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 117 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG3, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #302178652, dated May 25, 2016, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 118 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 119 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG3, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 120 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG3, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #303212625, dated May 25, 2016, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 121 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 122 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG3, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 123 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG3, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #302812961, dated May 25, 2016, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 124 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 125 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG3, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 126 of 163 1 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this “Agreement”) is made as of ___________, 2018, by and among Geronimo Energy, LLC, a Delaware limited liability company (“Geronimo”), BHE Renewables, LLC, a Delaware limited liability company (“BHE”), Argo Navis CSG3, LLC, a Minnesota limited liability company (“Operator”), and the City of Falcon Heights, a Minnesota Municipal Corporation (the “Subscriber”). All capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Subscription Agreement (defined below). WHEREAS, Geronimo, BHE, and Subscriber are parties to that certain Subscription Agreement, premise #303472923, dated July 2017, (the “Subscription Agreement”), pursuant to which Subscriber has subscribed and has agreed to be allocated a certain amount of Xcel Energy bill credits related to the production of energy by one or more solar energy projects owned and operated by Operator; and WHEREAS, Geronimo and BHE desire to assign and delegate to Operator, and Operator desires to receive an assignment of and assume, all of the rights and interests in and to, and all of the liabilities and obligations under, the Subscription Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Effective as of the date hereof, the Closing, Geronimo and BHE hereby transfer, convey and assign to Operator the Subscription Agreement and all of their respective rights, title and interest in, under and to the Subscription Agreement, except that BHE reserves the right to receive payment under the Subscription Agreement. Operator hereby accepts such assignment. 2. Assumption. Effective as of the date hereof, Operator hereby assumes and agrees to pay, perform and discharge in due course all of Geronimo’s and BHE’s respective liabilities and obligations under or pursuant to the Subscription Agreement. 3. Release and Novation. Upon such assignment and assumption as described in Sections 1 and 2 of this Agreement, Geronimo and BHE shall be released from all rights, duties and obligations with respect to the Subscription Agreement. The parties hereto hereby agree that this Agreement shall constitute a novation of the obligations of Geronimo and BHE under the Subscription Agreement. Accordingly, all of the rights, duties and obligations of Geronimo and BHE under the Subscription Agreement are hereby extinguished effective as of the date hereof. Subscriber acknowledges and accepts Operator as Geronimo’s and BHE’s successor in interest in and to all of Geronimo’s and BHE’s rights, duties and obligations in, to and under the Subscription Agreement. Accordingly, Subscriber hereby (i) approves and consents to the assignment of the Subscription Agreement to Operator as described herein, (ii) releases and discharges Geronimo and BHE from the performance of the Subscription Agreement and from all obligations, liabilities, claims and demands howsoever arising under or in relation to the 127 of 163 2 Subscription Agreement and accepts the obligations and liabilities of Operator under the Subscription Agreement in place of the liabilities and obligations of Geronimo and BHE, and (iii) approves and consents to BHE’s receipt and processing all payments on behalf of Operator under the Subscription Agreement. The Subscriber does not release BHE from its obligations under the parent guaranty between BHE and Subscriber which guarantees Operator’s performance under the Subscription Agreement. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Miscellaneous. Each party hereby acknowledges and agrees that in the event of any inconsistencies or ambiguities between this Agreement and the Subscription Agreement, the terms of this Agreement shall govern. This Agreement shall be construed in accordance with the laws of the State of Minnesota, without regard to any conflict of laws, rules or principles that might refer the governance or construction to any other jurisdiction. This Agreement may be executed in separate counterparts and delivered by facsimile or in electronically scanned (pdf) form and all of such counterparts when taken together shall constitute one and the same instrument. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement. [Signatures on Following Page] 128 of 163 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first above written. Geronimo: Geronimo Energy, LLC, a Delaware limited liability company _______________________________ Name: Jeffrey R. Ringblom Title: VP of Finance and Accounting BHE: BHE Renewables, LLC, a Delaware limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar Subscriber: City of Falcon Heights, a Minnesota Municipal Corporation _______________________________ Name: Peter Lindstrom Title: Mayor _______________________________ Name: Sack Thongvanh Title: City administrator Operator: Argo Navis CSG3, LLC, a Minnesota limited liability company _______________________________ Name: Rick Weech Title: SVP & CFO, BHE Solar 129 of 163 BLANK PAGE 130 of 163 REQUEST FOR COUNCIL ACTION Families, Fields and Fair __________________________ The City That Soars! Item City Hall – Rooftop Solar Panels Description In 2011, the City of Falcon Heights entered into a Sale, Leaseback, and Put and Call Agreement with Energy Alternatives Solar, LLC. Dakota Electric purchased the right from Energy Alternatives Solar and the City has paid the lease agreement of $530/month. From 2011: Energy Alternatives’ proposal includes: Total Project Cost: $321,600.00 Monthly Lease Payment (City pays to Energy Alternatives): $530.00 Total Lease payments by city over 72 month period: $38,160.00 Proposed city buyout after year six: $12,720.00 Total out-of-pocket cost to city: $50,880.00 Greg Miller, President and CEO of Dakota Electric Association submitted a termination agreement prior to the Put Call date of November 1, 2018. The put/call aspect of the sales contract calls for a final payment of $12,720 which equal two years of payment of $530/month. Mr. Miller has offered a reduction to $6,000, a saving of $6,720. In addition, the City would no longer be required to make the $530/month lease payment. Staff reviewed the Energy Performance Guarantee that states a minimum savings of $4,114 worth of electricity will be produced by the panels. It was determined that the guarantee was not fulfilled because a number of panels were not generating power to the grind. Staff was able to negotiate the termination with a purchase cost of $4,000, an additional $2,000 in savings. Meeting Date June 13, 2018 Agenda Item Policy G2 Attachment Agreements Submitted By Sack Thongvanh, City Administrator 131 of 163 Budget Impact The impact has been reduced from $6,000 to $4,000 of the budget, and elimination of the lease payment of $530/month. This is a potential saving of $2,650 if we can execute the termination agreement in June. Attachment(s) · Sale Agreement · Leaseback Agreement · Power Plus Agreement · Put and Call Agreement · Bill of Sale, Termination and Release Agreement · Resolution 18-20 Approving the Bill of Sale, Termination, and Release Agreement for the Purchase of the City Hall Rooftop Solar Panels Action(s) Requested Staff recommends approving the termination of agreement, purchase of the City Hall Solar Panels from Dakota Electric for $4,000 and authorize the City Administrator and Mayor to execute all necessary documents. 132 of 163 133 of 163 134 of 163 135 of 163 136 of 163 137 of 163 BLANK PAGE 138 of 163 139 of 163 140 of 163 141 of 163 142 of 163 143 of 163 144 of 163 145 of 163 BLANK PAGE 146 of 163 147 of 163 148 of 163 149 of 163 150 of 163 151 of 163 152 of 163 153 of 163 154 of 163 155 of 163 156 of 163 157 of 163 158 of 163 159 of 163 160 of 163 161 of 163 162 of 163 CITY OF FALCON HEIGHTS COUNCIL RESOLUTION June 13, 2018 No. 18-20 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - RESOLUTION APPROVING THE BILL OF SALE, TERMINATION, AND RELEASE AGREEMENT FOR THE PURCHASE OF THE CITY HALL ROOFTOP SOLAR PANELS WHEREAS, in 2011, the City of Falcon Heights entered into a Sale, Leaseback, and Put and Call Agreement with Energy Alternatives Solar, LLC to install 224 solar panels on the roof of City Hall; WHEREAS, in 2018, the City Administrator was contacted by Greg miller, President and CEO of Dakota Electric Association to request a Bill of Sale, Termination, and Put and Call Agreement prior to the required date to implement the Put and Call by November; WHEREAS, the President/CEO offered to reduce the required purchase price from $12,720 to $4,000 ; NOW THEREFORE BE IT RESOLVED by the City Council of the City of Falcon Heights, Minnesota: 1. Approve the Bill of Sale, Termination, and Release Agreement. 2. Authorize the City Administrator and Mayor to execute all necessary documents. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - -- - - - - Moved by: Approved by: ________________________ Peter Lindstrom Mayor LINDSTROM ____ In Favor Attested by: ________________________ GUSTAFSON Sack Thongvanh BROWN THUNDER ____ Against City Administrator LEEHY MIAZGA 163 of 163