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HomeMy WebLinkAboutCC PACKET 06262018 If you would like to request special accommodations or alternative formats, please contact the City Clerk at 612-782-3313 or email city@savmn.com. People who are deaf or hard of hearing can contact us by using 711 Relay. Our Mission is to be a progressive and welcoming Village that is walkable, sustainable and safe.       Call to Order.  Pledge of Allegiance. Roll Call. Consideration, discussion, and possible action on all of the following items: I. Approval of the June 26, 2018, City Council Meeting Agenda. (action requested.) II. Proclamations and Recognitions. III. Consent Agenda. These items are considered routine and will be enacted by one motion. There will be no separate discussion of these items unless a Councilmember or citizen so requests, in which the item will be removed from the Consent Agenda and placed elsewhere on the agenda. A. Approval of June 12, 2018, City Council meeting minutes. (pp.1-7) B. Licenses and Permits. (pp.9) C. Claims. (pp.11-13) IV. Public Hearing. V. Reports from Commission and Staff. A. Resolution 18-050 a resolution approving the Installation of an Organics Drop Off site located on the South side of City Hall/Community Center near the Police Department. Scott Bentz, Parks Commission Chair presenting. (pp.15-19) VI. General Business of Council. A. Presentation of 2017 Audit, Peggy Moeller, Redpath, Ltd. presenting (motion requested) (pp.21-27) B. Resolution 18-051 a resolution Ratifying the Pension Benefits for the St. Anthony Village Firefighters Relief Association. Mark Casey, City Manager presenting. (pp.29-32) C. Resolution 18-052 a resolution Authorizing the City Manager to Sign Additional Solar Garden Subscription Agreements with United States Solar Corporation. Mark Casey, City Manager presenting. (pp.33-78) VII. Reports from City Manager and Council members. CITY OF ST. ANTHONY VILLAGE CITY COUNCIL MEETING AGENDA JUNE 26, 2018 7:00 p.m. If you would like to request special accommodations or alternative formats, please contact the City Clerk at 612-782-3313 or email city@savmn.com. People who are deaf or hard of hearing can contact us by using 711 Relay. Our Mission is to be a progressive and welcoming Village that is walkable, sustainable and safe. VIII. Community Forum Individuals may address the City Council about any item not included on the regular agenda. Speakers are requested to come to the podium, sign their name and address on the form at the podium, state their name and address for the Clerk’s record, and limit their remarks to five minutes. Generally, the City Council will not take official action on items discussed at this time, but may typically refer the matter to staff for a future report or direct the matter to be scheduled on an upcoming agenda. IX. Information and Announcements X. Adjournment. CITY OF ST. ANTHONY 1 CITY COUNCIL REGULAR MEETING MINUTES 2 JUNE 12, 2018 3 4 CALL TO ORDER. 5 6 Mayor Faust called the meeting to order at 7:00 p.m. 7 8 PLEDGE OF ALLEGIANCE. 9 10 Mayor Faust invited the Council and audience to join him in the Pledge of Allegiance. 11 12 ROLL CALL. 13 14 Present: Mayor Faust, Councilmembers Gray, Jenson, Randle and Stille. 15 Absent: None 16 Also Present: City Manager Mark Casey and City Planner Breanne Rothstein 17 18 19 CONSIDERATION, DISCUSSION, AND POSSIBLE ACTION ON ALL OF THE FOLLOWING 20 ITEMS. 21 22 I. APPROVAL OF JUNE 12, 2018 CITY COUNCIL MEETING AGENDA. 23 24 Motion by Councilmember Gray, seconded by Councilmember Randle, to approve the City 25 Council Meeting Agenda of June 12, 2018 as presented. 26 27 Motion carried 5-0. 28 29 II. PROCLAMATIONS AND RECOGNITIONS – NONE. 30 31 III. CONSENT AGENDA.32 33 A.Approval of May 22, 2018, City Council Meeting Minutes.34 B.Licenses and Permits.35 C.Claims.36 D.Resolution 18-046; a Resolution approving Master Subscriber Agreement for Minnesota37 Court Data Services for Government Agencies.38 39 Motion by Councilmember Randle, seconded by Councilmember Jenson, to approve the Consent 40 Agenda items. 41 42 Motion carried 5-0. 43 44 IV. PUBLIC HEARINGS – NONE.45 46 V. REPORTS FROM COMMISSION AND STAFF. 47 48 1 City Council Regular Meeting Minutes June 12, 2018 Page 2 A. Resolution 18-047; a Resolution to Deny a Code Text Amendment to allow for a 1 childcare facility serving up to 17 children in the R-1 Single Family District and to deny a 2 Conditional Use Permit to allow for a childcare facility serving up to 17 children at 3029 3 Wilson Street. 4 5 City Planner Rothstein provided a detailed staff report on the request. The Planning Commission 6 met on May 21, 2018 and held a public hearing. Several people spoke, both in support and in 7 opposition to the request and the current daycare facility. The Planning Commission voted 5 to 1 8 to recommend denial of the request, based on the draft resolution. 9 10 City Planner Rothstein provided a PowerPoint presentation reviewing the case. The applicant is 11 Jen Johnson. She is also the owner of the property at 3029 Wilson NE. The existing land use / 12 zoning is Low Density Residential R-1 Single Family Residential. Ms. Rothstein noted R-1 13 zoning district limits enrollment of day care facilities to 14 or fewer children, per State Statute 14 MS 462.357. The Applicant’s proposal is to expand enrollment of the existing day care from 14 15 to 17 children. The Applicant is requesting zoning text amendment to allow the increased 16 enrollment as a conditional use and a request for a conditional use permit subsequent to the 17 zoning text amendment. 18 19 Ms. Rothstein reviewed the zoning text amendment and stated the request differentiates between 20 family child care and child care centers. Under State Statute, child care centers can have larger 21 enrollments, characterized by a location other than the provider’s or caregiver’s home. A zoning 22 text amendment would add a new use to the permitted, interim, and conditional uses, as currently 23 the zoning code only permits family child care, provided in the caregiver’s home. The zoning 24 ordinance does not currently allow child care facilities serving more than 16 persons in any 25 zoning district. 26 27 Ms. Rothstein provided the conditional use permit review along with findings. The use is one of 28 the conditional uses specifically listed for the district in which the property is located – Criterion 29 not met. The City Council has specified all conditions which the City Council deems necessary 30 to make the use compatible with other uses in the area – Criterion met. The use will not be 31 detrimental to the health, safety, or general welfare of persons residing or working in the vicinity 32 or to the values of property in the vicinity – Criterion met. The use will provide a service or a 33 facility which is in the interest of public convenience and will contribute to the general welfare – 34 Criterion met. 35 36 A letter written to the St. Anthony City Council (from Ms. Kristin Blenkush) on June 4, 2018 37 was provided for Council consideration indicating support of the proposed zoning code text 38 amendment and conditional use permit. 39 40 Ms. Jen Johnson, Applicant, 4427 Benjamin Street NE, owner of Willow and Sprout, provided a 41 description of what Willow and Sprout consists of and the model they follow. She stated there 42 are 150 children on the waiting list. She has been part of the community for 12 years and 43 understands how St. Anthony is evolving. She was given a letter in 2010 from the City Planner 44 showing support of growth of the child care center. The 17 children make the model fiscally 45 supportive. 46 2 City Council Regular Meeting Minutes June 12, 2018 Page 3 1 Mr. Bob Nehring, 3017 Wilson Street NE, spoke against the zoning code amendment and the 2 conditional use permit as the child care center does not meet R-1 zoning requirements. He stated 3 the license that Ms. Jen Johnson holds is a commercial type license that does not limit the 4 number of children other than the teacher to student ratio and does not require Ms. Jen Johnson 5 to live on site. She does not live on site and employs three additional teachers in addition to 6 herself. Mr. Nehring quoted State Statute and how it applies to this case. When the business was 7 started it was a business in a homesteaded residence even though no one lived there. Mr. Nehring 8 cited the other day care centers within the City, noting Willow and Sprout is not listed as a 9 permitted use under MN Statute. He does not feel this business belongs in an R-1 zoning district. 10 11 Mr. Scott Springman, 2601 30th Avenue NE, has lived there since 1999. His wife Jodie Sexton 12 spoke at the Planning Commission Meeting in May regarding this matter. They both request the 13 applicant’s request be denied. They originally thought the meeting was to decide if the day care 14 should even exist since it is in a family home. He stated they have no issue with family daycare. 15 They are not questioning the quality of the care provided by Willow and Sprout. This is not a 16 family daycare, it is a day care business that happens to be in a house in an area of single family 17 homes. It is not in an area where a commercial business should be located. Mr. Springman stated 18 although they live several houses away, they can attest to the traffic issues on their street. The 19 street is narrowed with cars parked everywhere. He does not feel his children are safe walking 20 through the area and asked Council to deny the request. 21 22 Mr. Rob Smolund, 2700 Alabama Avenue, St Louis Park, MN, Business Advisor to St. Anthony 23 businesses and residents, stated he has been working with Willow and Sprout for the last two 24 years helping her develop a sustainable growth plan. He stated it would make more financial 25 sense for her to increase the number of students to 17. He cited some examples of other cities 26 that allowed child care centers such as this in residential areas. 27 28 Mr. Jason Rivers, 1205 Laurie Rd W. Roseville, MN, stated he is a parent of a child currently 29 enrolled at Willow and Sprout and also of a child who has graduated from Willow and Sprout. 30 He is speaking on behalf of his wife and himself. They have been connected to Willow and 31 Sprout for nearly a decade and been positively impacted as a family by Willow and Sprout. He 32 cited some examples of how Willow and Sprout has helped develop his children and asked 33 Council to approve the request. 34 35 Ms. Pat Crosby, 2608 31st Avenue NE, appeared as a neighbor of Willow and Sprout. She stated 36 this is a tremendous gem for the area. She has not been inside the facility. Her backyard abuts 37 Willow and Sprout. She stated the children are well supervised and are very polite. 38 39 Ms. Mary Salz, 2604 31st Avenue, her home abuts the back of the Willow and Sprout property. 40 She is a licensed social worker. She sees the children outside playing and they show a great sense 41 of community. She stated she cannot speak to the traffic issues and the Council should consider 42 approving the request. 43 44 Ms. Chris Karki, 7316 Orchid Lane N. Maple Grove, stated she is a licensed educator and a 45 parent of a former student of Willow and Sprout. She has a unique perspective to see her child 46 3 City Council Regular Meeting Minutes June 12, 2018 Page 4 being taught and watching ways where she enjoys seeing them taught. It was a smart decision to 1 send her son to Willow and Sprout and his development is credited to Willow and Sprout such as 2 emotional intelligence. There is a true sense of community, the school is experience based 3 learning, and the teachers have taught her son self-regulation. She supports the addition of three 4 students. 5 6 Ms. Holly Wick Bower, 3038 Harding Street NE, stated she is a neighbor and former Willow 7 and Sprout parent. She is also an educator. She stated with some adjustments by the owner as far 8 as pickups and drop-offs, the traffic issues could be alleviated. She was impressed with the 9 curriculum. Ms. Wick Bower noted her children are meeting and exceeding the standards and she 10 believes that was due to early education at Willow and Sprout. She supports the request. 11 12 Ms. Nikoline Tushar, 2704 30th Avenue NE, neighbor of Willow and Sprout, stated her son will 13 be going there this fall. She supports the increase to 17 students. She has been a lifelong resident 14 of St. Anthony and a teacher at Wilshire Park. She stated Willow and Sprout is one of the few 15 day care centers within the community that provide a high-quality education. 16 17 Ms. Amy Galyan, 3516 Skycroft Drive, a parent of Willow and Sprout alumni, stated Willow 18 and Sprout nurtures each student. She supports their value to the community and in Jen 19 Johnson’s request. 20 21 Mr. Chris Raisch, 3209 Roosevelt Street NE, stated his daughter received a great education at 22 Willow and Sprout and it was the reason they moved to St. Anthony. He fully supports Willow 23 and Sprout and their request. 24 25 Ms. Leah Reddy, 3913 Penrod Lane, stated when her child was 4 months old and she was 26 looking for a day care, she was living near St. Thomas and it was quite a distance from Willow 27 and Sprout. She visited a number of day care centers and said Willow and Sprout is magical. She 28 described the facility and commented on the wonderful teachers. Ms. Reddy stated her son was 29 prepared extremely well for kindergarten because of his excellent pre-school education and more 30 early childhood education is needed even if it is only for three students. 31 32 Mr. John Hodgkins, 3041 Harding Street NE, read a prepared statement regarding how children 33 should behave. He cited some examples of some incidents at the day care center and how they 34 were handled. He stated his wife teaches at Willow and Sprout and he thinks there should be 20 35 Willow and Sprouts. He supports the request for 3 additional students. 36 37 Ms. Tami Hodgkins, 3041 Harding Street NE, stated she is a neighbor and also a teacher at 38 Willow and Sprout. She is able to walk to work and very much appreciates that. She stated at the 39 Planning Commission Meeting, some things were brought up that they were not aware of. They 40 observed the flow of traffic, desire to live well with the neighbors, and have come up with a few 41 things that they will ask of their parents to address the parking concerns. The plan is to ask 42 parents to park only on the cemetery side of the street. They will be asked not to make U-turns 43 on the street and to be more mindful of the neighbors and their properties. 44 45 4 City Council Regular Meeting Minutes June 12, 2018 Page 5 Ms. Virginia McGee, 4339 Chatsworth Circle, Shoreview, stated she is a former student teacher 1 and current teacher at Willow and Sprout. The model at Willow and Sprout is very holistic and a 2 wonderful pre-school. It is unique and progressive and an asset to the community. 3 4 Ms. Kristin Blenkush, 2508 36th Avenue NE, has three children who have been through Willow 5 and Sprout. She submitted a letter that was provided to Council. Ms. Blenkush explained what 6 this type of school means to her and stated it is important to support this type of education for 7 children. She noted there are multiple child care providers present and if the Council does not 8 have enough information, she encouraged them to visit the facility and see the traffic patterns. 9 She felt they are not nearly as dire as some residents described. 10 11 Mr. Brian Buck, 3609 33rd Avenue NE, spoke in support of Willow and Sprout and encouraged 12 Council to support the proposal as this center has positive public interest. He felt there is a clear 13 need for quality and affordable child care centers within the community. Mr. Buck stated his 14 family spent six years as part of the Willow and Sprout community. They have a unique model 15 with a favorable teacher-to-child ratio. He stated the experiences are phenomenal, staff has 16 always been very wonderful, and Willow and Sprout is an asset to the community. He noted Ms. 17 Jen Johnson was led to believe by the City Planner that she would be able to grow her business 18 and they are doing their best to address the traffic issues. He requested Council support the 19 business and allow them to increase to 17 children. 20 21 Mayor Faust stated the easy decision is not to violate State Statute. The question is not the 22 quality of the day care. This is a land use issue. 23 24 Councilmember Gray stated he agreed with Mayor Faust’s comments and it appears a very good 25 day care with all the positive comments. He stated the Council needs to balance the needs of the 26 residents, maintain that balance, and he believes 14 students are enough at this time. 27 28 Councilmember Stille agreed with Mayor Faust and Councilmember Gray’s comments. He noted 29 his wife is an educator and she speaks very highly of Willow and Sprout. He stated this is a text 30 amendment and affects the entire City and it could open the door for more child cares that may 31 not be as impressive as Willow and Sprout. Councilmember Stille stated it appears to be a great 32 business but he supports the Planning Commission’s recommendation to deny the requests. 33 34 Councilmember Jenson stated he heard all the testimony and read all the information, but there is 35 not a need to increase the number of students beyond what is stated in the State Statute. He 36 supports the Planning Commission’s recommendation. 37 38 Councilmember Randle stated he has been back and forth on this since the Planning Commission 39 meeting. His neighbor’s kids go to Willow and Sprout and they are great kids; however, he needs 40 to stick with the Statute and supports the recommendation of the Planning Commission. 41 42 Mayor Faust stated it is a 20% increase even though it is only three kids. There is a business in a 43 residential area that is really a commercial business. He stated he heard earlier that the City 44 should not have allowed it but State Statute says you have to allow it up to 14 kids. 45 5 City Council Regular Meeting Minutes June 12, 2018 Page 6 Motion by Councilmember Stille, seconded by Councilmember Gray, approve Resolution 18-1 047; a Resolution denying a code text amendment to allow a childcare facility serving up to 17 2 children in the R-1 single family district and denying a conditional use permit to allow for a 3 childcare facility serving up to 17 children at 3029 Wilson Street. 4 5 Motion carried 5-0. 6 7 VI. GENERAL BUSINESS OF COUNCIL. 8 9 A. Resolution 18-048; a Resolution to Approve Special Event at The Unofficial on July 28, 10 2018. 11 12 City Manager Mark Casey reviewed the request from Chris Christopherson for their third annual 13 customer appreciation special event at The Unofficial Dive Bar & Grill on Saturday, July 28, 14 2018. The police department reported one call was received in regard to excessive noise from 15 last year’s event. A diagram of the event was provided for Council review. 16 17 Councilmember Stille asked if the property managers of the adjacent apartments were notified. 18 19 Mr. Chris Christopherson stated they have not contacted the property managers. Councilmember 20 Stille suggested Mr. Christopherson contact them. 21 22 Councilmember Jenson stated the music will play until 9:30 p.m. and then people will be 23 encouraged to move inside. Mr. Christopherson stated the music will stop at 9:30 p.m. and 24 service will stop on the patio at 9:00 p.m. Staff will move people inside. 25 26 Councilmember Gray asked what time the music stopped last year. Mr. Christopherson stated 27 last year it ended at 10:00 p.m. 28 29 Councilmember Randle stated he went to the event last year and it was nicely done. 30 31 Motion by Councilmember Gray, seconded by Councilmember Jenson, approve Resolution 18-32 048; a Resolution to Approve Special Event at The Unofficial on July 28, 2018. 33 34 Motion carried 5-0. 35 36 B. Resolution 18-049; a Resolution to Approve Special Event at The Unofficial on August 37 5, 2018. 38 39 City Manager Mark Casey reviewed the request from Chris Christopherson for their 2nd annual 40 classic car show special event at The Unofficial Dive Bar & Grill on Sunday, August 5, 2018. No 41 complaints were called in from last year’s event. A diagram of the event was provided for 42 Council review. 43 44 Motion by Councilmember Gray, seconded by Councilmember Jenson, approve Resolution 18-45 049; a Resolution to Approve Special Event at The Unofficial on August 5, 2018. 46 6 City Council Regular Meeting Minutes June 12, 2018 Page 7 1 Motion carried 5-0. 2 3 VII. REPORTS FROM CITY MANAGER AND COUNCIL MEMBERS. 4 5 City Manager Casey provided kudos to the Police Department and Fire Department on their 6 response to the stabbing within the City. On Thursday, June 14, an Open House will be held at 7 the Police Department at 6:30 p.m. 8 9 Councilmember Jenson stated on June 11, he attended the joint meeting with the Parks 10 Commission and the Council. 11 12 Councilmember Stille stated on May 23, Bob Delaney’s retirement celebration was held. On 13 May 24, the City Tour was held. On May 29, there was a work session. On June 11, the Parks 14 Commission were given their goals. 15 16 Councilmember Gray stated last Thursday he attended the meeting of the North Suburban 17 Communications Commission meeting. He thanked Corr Wilson on her retirement as the 18 Director. He also attended the work session on June 11. 19 20 Councilmember Randle attended the May 24 City Tour. On May 29, he attended the joint 21 meeting with the School Board. On May 29, he attended a Council work session. A meeting 22 with SAVEC on June 1st and a June 2nd listening session with SAVEC. On June 6, he attended 23 Coffee with the Council. A Sister City Meeting was held on June 10. June 11 Joint meeting with 24 Parks Commission and work session. SAVEC stands for St. Anthony Villagers for Equity and 25 Community. 26 27 Mayor Faust he also attended the May 24, May 29, and June 11 meetings with the Council. On 28 June 7 there was a World Environmental and Water Resource Congress held in Minneapolis with 29 attendees from all over the world. There was a tour of St. Anthony included. Reports back were 30 very positive and all were very impressed with St. Anthony. 31 32 VIII. COMMUNITY FORUM – NONE. 33 34 IX. INFORMATION AND ANNOUNCEMENTS – NONE. 35 36 X. ADJOURNMENT. 37 38 Mayor Faust adjourned the meeting at 8:20 p.m. 39 40 Respectfully submitted, 41 Debbie Wolfe 42 TimeSaver off Site Secretarial, Inc. 43 Mayor 44 ATTEST: 45 City Clerk 46 7 THIS PAGE LEFT INTENTIONALLY BLANK 8 Saint Anthony Village DATE: June 26, 2018 Approved: TO: Mayor and Councilmembers FROM: License Clerk ITEM: License and Permits for Approval: General Contractors Licenses: H & B Specialized Products, Eden Prairie, MN Living Water Tree Service, Andover, MN Mechanical Licenses: Apollo Heating & Air, Oakdale, MN Boehm Heating, St Paul, MN Corval Constructors, St Paul, MN Fireside Hearth & Home, Lakeville MN Genz Ryan Plumbing & Heating, Burnsville, MN K & S Heating, AC & Plumbing, Rochester, MN Rental Licenses: Applicant: Scott Becker Location: 2420 39th Ave NE Applicant: James Brown Location: 3638 Belden Dr NE Applicant: Charles Bourke Location: 2601 Kenzie Ter #402 Applicant: Carl Goltermann Location: 3637 – 3639 Stinson Blvd Temporary Liquor License Applicant: Villagefest Location: St. Anthony Shopping Center and Central Park Dates: August 3-4, 2018 9 THIS PAGE LEFT INTENTIONALLY BLANK 10 City of St Anthony Village CITY OF ST ANTHONY CHECK REGISTER Page: 1 Check Issue Dates: 6/6/2018 - 6/27/2018 Jun 19, 2018 03:58PM Vendor Number Payee Check Number Check Issue Date Amount 12180 ARVIG CONSTRUCTION 111 06/27/2018 249.00 10252 CENTERPOINT ENERGY 112 06/27/2018 4,226.45 11186 PAETEC 113 06/27/2018 204.61 11740 XCEL ENERGY 114 06/27/2018 26,731.12 12629 RANDLE, THOMAS 35342 06/06/2018 100.00 11580 TOWMASTER 35343 06/06/2018 9,865.00 10857 LMCIT % BERKLEY ADMINISTRATORS 35344 06/12/2018 10,000.00 10710 ICMA RETIREMENT TRUST 35345 06/13/2018 1,625.00 11813 NCPERS GROUP LIFE INSURANCE 35346 06/13/2018 48.00 12077 SUN LIFE FINANCIAL 35347 06/13/2018 853.35 1118 56 BREWING 35348 06/27/2018 370.00 10029 ADVANCED GRAPHIX, INC.35349 06/27/2018 960.00 10039 AIRGAS USA LLC 35350 06/27/2018 324.34 12317 ALLIED MEDICAL TRAINING 35351 06/27/2018 80.00 10078 AMERICAN WATER WORKS ASSN 35352 06/27/2018 202.00 1100 ARTISIAN BEER COMPANY 35353 06/27/2018 9,030.31 10115 ASPEN MILLS 35354 06/27/2018 105.90 10116 ASPEN WASTE SYSTEMS INC 35355 06/27/2018 161.06 1013 BELLBOY CORPORATION 35356 06/27/2018 10,951.05 1014 BELLBOY CORPORATION 35357 06/27/2018 376.15 1035 BERNICK'S BEVERAGE & VENDING 35358 06/27/2018 3,876.14 2009 BLACK STACK BREWING 35359 06/27/2018 456.00 10185 BOUND TREE MEDICAL LLC 35360 06/27/2018 415.95 8544 BOURGET IMPORTS 35361 06/27/2018 212.50 1018 BREAKTHRU BEVERAGE MN BEER 35362 06/27/2018 18,073.42 1011 BREAKTHRU BEVERAGE MN WINE & SPIRITS 35363 06/27/2018 4,864.94 1009 BREAKTHRU BEVERAGE MN WINE & SPIRITS 35364 06/27/2018 781.57 10206 BROCK WHITE COMPANY LLC 35365 06/27/2018 20.05 2014 BROKEN CLOCK BREWING 35366 06/27/2018 240.00 1017 CAPITOL BEVERAGE SALES 35367 06/27/2018 9,601.50 12139 CEMSTONE PRODUCTS COMPANY 35368 06/27/2018 276.00 10263 CENTURYLINK 35369 06/27/2018 581.75 12596 CINTAS 35370 06/27/2018 625.92 10293 CITY OF ROSEVILLE 35371 06/27/2018 52.00 10306 CITY WIDE WINDOW SERVICE INC 35372 06/27/2018 85.50 1010 CLEAR RIVER BEVERAGE COMPANY 35373 06/27/2018 806.00 12631 COACHING SYSTEMS, LLC 35374 06/27/2018 83.12 1042 CRYSTAL SPRINGS ICE 35375 06/27/2018 824.55 10373 DAILEY DATA & ASSOCIATES 35376 06/27/2018 11,610.89 10417 DISCOUNT STEEL, INC.35377 06/27/2018 15.07 1063 DOMACE VINO 35378 06/27/2018 122.00 12190 DOUGS POWER EQUIPMENT 35379 06/27/2018 219.98 10436 DRIVER & VEHICLE SERVICES 35380 06/27/2018 5,919.32 10461 EHLERS & ASSOCIATES, INC.35381 06/27/2018 5,730.00 10468 ELECTRO WATCHMAN INC 35382 06/27/2018 457.92 10471 EMBEDDED SYSTEMS, INC.35383 06/27/2018 553.50 10482 ESCH CONSTRUCTION SUPPLY, INC.35384 06/27/2018 419.00 10501 FASTENAL COMPANY 35385 06/27/2018 108.54 1110 GENERAL INDUSTRIAL SUPPLY CO 35386 06/27/2018 50.00 10573 GOODIN COMPANY 35387 06/27/2018 99.23 1032 GRAPE BEGINNINGS, INC.35388 06/27/2018 98.25 1021 GREAT LAKES COCA COLA 35389 06/27/2018 453.72 10607 HACH COMPANY 35390 06/27/2018 68.89 Auto Pay Auto Pay Auto Pay Auto Pay 11 City of St Anthony Village CITY OF ST ANTHONY CHECK REGISTER Page: 2 Check Issue Dates: 6/6/2018 - 6/27/2018 Jun 19, 2018 03:58PM Vendor Number Payee Check Number Check Issue Date Amount 10624 HAWKINS, INC 35391 06/27/2018 3,823.47 10642 HENN CNTY INFO TECH DEPT 35392 06/27/2018 3,075.75 10651 HENNEPIN COUNTY MEDICAL CENTER 35393 06/27/2018 125.00 10657 HENNEPIN COUNTY TREASURER 35394 06/27/2018 130.58 10661 HENNEPIN COUNTY TREASURER 35395 06/27/2018 555.00 1019 HOHENSTEIN'S, INC 35396 06/27/2018 3,687.90 10684 HOME DEPOT CREDIT SERVICES 35397 06/27/2018 108.04 1027 INDEED BREWING COMPANY 35398 06/27/2018 3,606.70 10733 INSTRUMENTAL RESEARCH, INC.35399 06/27/2018 90.00 11754 INTEGRATED LOSS CONTROL, INC.35400 06/27/2018 604.00 1016 JJ TAYLOR DISTRIBUTING 35401 06/27/2018 26,112.85 1102 JOHNSON BROTHERS 35402 06/27/2018 5,402.86 1004 JOHNSON BROTHERS LIQUOR CO.35403 06/27/2018 2,490.62 1005 JOHNSON BROTHERS LIQUOR COMPANY.35404 06/27/2018 3,429.13 1006 JOHNSON BROTHERS LIQUOR COMPANY.35405 06/27/2018 6,543.66 1044 JOHNSON BROTHERS LIQUOR COMPANY.35406 06/27/2018 10,148.11 10790 KILLMER ELECTRIC COMPANY, INC.35407 06/27/2018 6,475.72 10797 KONICA MINOLTA BUSINESS 35408 06/27/2018 57.90 10806 L.T.G. POWER EQUIPMENT 35409 06/27/2018 190.75 10816 LANGUAGE LINE SERVICES 35410 06/27/2018 79.20 10851 LILLIE SUBURBAN NEWSPAPER 35411 06/27/2018 40.26 10857 LMCIT % BERKLEY ADMINISTRATORS 35412 06/27/2018 3,244.69 10861 LOFFLER COMPANIES - 131511 35413 06/27/2018 218.90 2010 LUPULIN BREWING 35414 06/27/2018 162.00 1022 M. AMUNDSON LLP 35415 06/27/2018 1,765.57 11985 MANSFIELD OIL COMPANY 35416 06/27/2018 14,708.04 10904 MCFOA TREASURER 35417 06/27/2018 45.00 10937 MIDC ENTERPRISES 35418 06/27/2018 38.41 12131 MINNEAPOLIS CONCRETE PRODUCTS 35419 06/27/2018 505.00 10989 MINNESOTA HIGHWAY SAFETY AND 35420 06/27/2018 415.00 11019 MISTER CAR WASH 35421 06/27/2018 51.49 12441 MTI DISTRIBUTING INC 35422 06/27/2018 6,064.50 11085 MURPHY'S SERVICE CENTER 35423 06/27/2018 24.50 1125 NEGOCE 35424 06/27/2018 185.46 1051 NEW FRANCE WINE COMPANY 35425 06/27/2018 442.00 12112 OREILLY AUTO PARTS 35426 06/27/2018 39.22 11185 PACE ANALYTICAL SERVICES, INC.35427 06/27/2018 150.00 1012 PAUSTIS & SONS 35428 06/27/2018 930.51 1001 PHILLIPS WINE & SPIRITS 35429 06/27/2018 2,165.57 1002 PHILLIPS WINE & SPIRITS 35430 06/27/2018 1,533.49 11218 PIRTEK 35431 06/27/2018 9.81 11234 POND & LIGHTING DESIGNS, INC.35432 06/27/2018 253.00 12311 PUCKETTS RECYCLING 35433 06/27/2018 40.00 1062 RED BULL DISTRIBUTION COMPANY 35434 06/27/2018 317.00 11366 SAM'S CLUB 35435 06/27/2018 38.64 11408 SIGNATURE CONCEPTS, INC.35436 06/27/2018 417.12 1024 SOUTHERN GLAZER'S OF MN 35437 06/27/2018 1,472.16 1008 SOUTHERN GLAZER'S OF MN 35438 06/27/2018 592.96 1026 SOUTHERN GLAZER'S OF MN 35439 06/27/2018 3,731.99 1036 SOUTHERN GLAZER'S OF MN 35440 06/27/2018 1,121.84 11444 SPRING LAKE PARK LUMBER CO 35441 06/27/2018 54.42 11464 ST. ANTHONY VILLAGE KIWANIS 35442 06/27/2018 78.00 2001 STEEL TOE BREWING 35443 06/27/2018 197.75 12 City of St Anthony Village CITY OF ST ANTHONY CHECK REGISTER Page: 3 Check Issue Dates: 6/6/2018 - 6/27/2018 Jun 19, 2018 03:58PM Vendor Number Payee Check Number Check Issue Date Amount 12430 SUNRAM CONSTRUCTION 35444 06/27/2018 24,748.02 12630 SURFACE PRO LLC 35445 06/27/2018 3,871.00 11531 T A SCHIFSKY & SONS 35446 06/27/2018 314.33 11566 TIMESAVER OFF SITE SECRETARIAL 35447 06/27/2018 245.50 1098 TRADITION WINE & SPIRITS 35448 06/27/2018 480.67 11819 TRUE NORTH ELECTRIC 35449 06/27/2018 142.50 11626 U.S. BANK (PURCHASING CARD)35450 06/27/2018 2,538.17 2007 URBAN GROWLER 35451 06/27/2018 132.00 11674 VERIZON WIRELESS 35452 06/27/2018 184.58 1025 VINOCOPIA 35453 06/27/2018 792.46 11706 WATER CONSERVATION SERVICE INC 35454 06/27/2018 703.71 11715 WELLS FARGO BANK MACN9303-121 35455 06/27/2018 400.00 1034 WINE COMPANY/THE 35456 06/27/2018 706.50 1038 WINE MERCHANTS INC 35457 06/27/2018 502.76 11740 XCEL ENERGY 35458 06/27/2018 138.31 Grand Totals: 297,958.61 13 THIS PAGE LEFT INTENTIONALLY BLANK 14 REQUEST FOR COUNCIL CONSIDERATION Meeting Date:  June 26, 2018          Resolution‐Approving the installation of an Organics Drop off site for all St. Anthony residents to be  located on the South side of City Hall/Community Center near the Police Department.       OVERVIEW:     The City of St. Anthony Parks Commission was directed by the City Council on April 24th, 2018 to  determine a location for the installation of an organics drop off site for all city residents.    A tour was conducted by the Parks Commission members on May 17th, 2018 to review a number of  locations throughout the city and decide which location might work the best for this project site.  The Parks Commission decided that the City Hall/Community Center location was the best location  for the following reasons:      Central location within the city.   Location is not in close proximity to residential area.   Highly visible location.   Close proximity to Police Department and security cameras to minimize illegal dumping and  vandalism.    The Parks Commission voted unanimously at their regular scheduled meeting on June 11, 2018 to  recommend this site. Please see attached memo and location map.    At this time it has not been determined if we will be working with Ramsey County or Hennepin  County to support this sustainability project.  If we work with Ramsey County, they would install the  enclosure and handle the pick‐up of the organics.  If we work with Hennepin County, they would  provide a $10,000 grant for the City of St. Anthony to build the enclosure and we would be  responsible for the organics pick‐up with the collector of our choice.  We estimate this cost to be $65  per month.  Staff is working on amending our existing compost agreement with Ramsey County to  include this organics drop off site in St. Anthony.     Staff supports the Parks Commission recommendation on the location for this project.        15 THIS PAGE LEFT INTENTIONALLY BLANK 16     City of St. Anthony  PARKS COMMISSION    June 11, 2018  Dear Parks Commissioners,   At the April 24, 2018  St. Anthony City Council meeting, the Council tasked the Parks Commission with  recommending a site to develop as an Organics Recycling Drop‐off.  The site would be available to all St.  Anthony residents to bring their recyclable organics to drop off and be taken away for composting.  The  Commission members initially did research on their own and then met on May 17th to discuss options.  At this meeting the Commission chose a site south of the City Hall/Community Center building next to  the parking lot. (See attached photo)  The Commission felt that this would be the best option for several  reasons:   It has a central location accessible to all residents.   There is no residential area nearby.       The Police Department is close by thereby minimizing the chance of illegal dumping and  vandalism.   It is highly visible and will increase awareness of Organics Recycling.  Other sites were considered but after discussing positives and negatives it was felt by the Commission  that this would be the most appropriate site.  Therefore, at the June 11th Parks Commission meeting there will be a vote on the following  recommended motion:  The St. Anthony Parks Commission recommends that the St. Anthony City Council approve the site  located at the open grass area south of the City Hall/Community Center building to be developed for use  as an Organics Recycling drop off site.     Scott Bentz  Parks Commission Chair  17 18 CITY OF ST. ANTHONY VILLAGE STATE OF MINNESOTA RESOLUTION 18-050 A RESOLUTION APPROVING THE INSTALLATION OF AN ORGANICS DROP OFF SITE LOCATED ON THE SOUTH SIDE OF CITY HALL/COMMUNITY CENTER NEAR THE POLICE DEPARTMENT WHEREAS, the City of St. Anthony Village wishes to provide an organics drop off site for all residents of the city to use; and WHEREAS, the Parks Commission reviewed potential site for the organics drop off and recommends placement on the south side of City Hall/Community Center near the Police Department; and WHEREAS, the City of St. Anthony Village will seek partnership with the County to complete this project. WHEREAS, the development of an organics drop off site reflects the City of St. Anthony Village’s Strategic Initiative and Goal to Build and Cultivate Environmental Responsibility. NOW, THEREFORE BE IT RESOLVED, that the St. Anthony Village City Council approves the installation of an organics drop off site located on the south side of City Hall/Community Center near the Police Department. Adopted this 26th day of June, 2018. _________________________________________ Jerome O. Faust, Mayor ATTEST:____________________________ Nicole Miller, City Clerk Review for Administration: _________________________________________ Mark Casey, City Manager 19 THIS PAGE LEFT INTENTIONALLY BLANK 20 2017 Audit Review City of St. Anthony, Minnesota June 26, 2018 Peggy Moeller, CPA 651.407.5832 pmoeller@redpathcpas.com Reports Issued •Comprehensive Annual Financial Report •State Legal Compliance Report •Report on Internal Controls •Communication with Those Charged with Governance 21 Comprehensive Annual Financial Report •The financial statements are the responsibility of management •The role of the Independent Auditor is to report on the fair presentation of the financial statements •“Clean opinion” issued on the 2017 financial statements State Legal Compliance Report •Required by Minnesota Statute §6.65 •OSA audit guide covers seven categories 1)contracting and bidding 2)deposits and investments 3)conflicts of interest 4)public indebtedness 5)claims and disbursements 6)other miscellaneous provisions 7)tax increment provisions •No findings of noncompliance 22 Report on Internal Control •Consideration of internal control as a basis for designing audit procedures. No opinion on internal control. •No findings for 2017. Financial Results General Fund: –Fund balance increased $80,447 during 2017 Favorable Final (Unfavorable) Budget Actual Variance Revenues $6,877,962 $7,088,978 $211,016 Expenditures 6,919,801 7,455,401 (535,600) Revenues over (under) expenditures (41,839) (366,423) (324,584) Other financing sources (uses): Transfers from other funds 249,060 619,060 370,000 Transfers to other funds (172,190) (172,190) - Total change in General Fund balance $35,031 $80,447 $45,416 23 Financial Results •An allocation of the $2,400,114 General Fund balance at December 31, 2017 is as follows: Nonspendable - prepaid items/inventory $119,651 Unassigned 2,280,463 Total fund balance $2,400,114 Financial Results •The fund balance available at December 31, 2017 is sufficient to meet the City’s policy for minimum unassigned fund balances as follows: 2018 budget $6,835,142 Less: Police services to other cities (692,768) Net 2018 budget 6,142,374 Minimum balance (30-35%)30% City minimum working capital fund balance $1,842,712 Net unassigned amount available at 12/31/17 $2,280,463 Actual percent of net budget 37.13% 24 Financial Results Water and Sewer Enterprise Fund: –Water operations for the past six years is as follows: –2017 and 2016 includes the Water Plant which was a separate fund in 2012-2015. –The City increased water rates for 2017. . Financial Results Water and Sewer Enterprise Fund: –Sewer operations for the past six years is as follows: –The City increased sewer rates for 2017. 25 Financial Results Liquor Fund: –2017 net income before transfers is $207,343. –An analysis of 2017 activity is as follows: Market Place Silver Lake Village Amount Percent Amount Percent Amount Percent Operating revenues $3,204,680 100.0% $2,509,320 100.0% $5,714,000 100.0% Cost of goods sold 2,457,673 76.7% 1,897,260 75.6% 4,354,933 76.2% Gross margin 747,007 23.3% 612,060 24.4% 1,359,067 23.8% Other operating expenses 618,991 19.3% 590,244 23.5% 1,209,235 21.2% Net income from operations 128,016 4.0% 21,816 0.9% 149,832 2.6% Net nonoperating revenues (expenses)39,707 1.2% 17,804 0.7% 57,511 1.0% Income before transfers $167,723 5.2% $39,620 1.6% $207,343 3.6% Total Financial Results Liquor Fund: Total income before transfers $207,343 Add back non-cash expenses: Depreciation expense 68,064 OPEB expense 3,915 Total available for transfers $279,322 Transfer out $249,060 26 Communication with Those Charged with Governance •Required Communications: –Change in accounting policies used (none) –Difficulties encountered in performing the audit (none) –Disagreements with management (none) 27 THIS PAGE LEFT INTENTIONALLY BLANK 28 REQUEST FOR COUNCIL CONSIDERATION      Meeting Date: June 26, 2018 Resolution-Ratifying the Pension Benefits for the St. Anthony Village Firefighters Relief Association. OVERVIEW: In front of you this evening is St. Anthony Fire Relief Association (SAFRA) request for the approval of an increase in pension benefit level from $3,300 to $3,500, see SAFRA letter attached. Staff has reviewed the SAFRA’s model which calculates funding levels using escalating benefit levels, see spreadsheet attached. This modeling process is according to SAFRA policy and has been in practice for several years. The SAFRA’s model uses the State’s computation of pension liability and therefore is conservative a practice for determining benefit level increases. The proposed increase reduces the funding level as of the beginning of the year from 123% to 116%. A benefit level of $3,500 still yields a healthy projected surplus of $142,202. Staff recommends that the Mayor and City Council approve the request for an increase in 2018 benefit level to $3,500.     29 30 ASSETS 12-31-17 1,032,602.16$ LIABILITIES (@ 3300)839,520.00$ -------------------- SURPLUS 193,082.16$ 90% OF SURPLUS 173,773.94$ Difference 19,308.22$ ========================================================================= 3300 3400 3500 3600 3700 3800 3900 4000 ASSETS 12-31-17 1,032,602.16$ 1,032,602.16$ 1,032,602.16$ 1,032,602.16$ 1,032,602.16$ 1,032,602.16$ 1,032,602.16$ 1,032,602.16$ LIABILITIES @ BENEFIT AMOUNT $839,520.00 864,960.00$ $890,400.00 $915,840.00 $941,280.00 $966,720.00 $992,160.00 $1,017,600.00 ------------------------------------------------------------------'---------------------'---------------------'---------------------'---------------------'--------------------- Must be greater than difference to increase benefit 193,082.16$ 167,642.16$ 142,202.16$ 116,762.16$ 91,322.16$ 65,882.16$ 40,442.16$ 15,002.16$ 123%119%116%113%110%107%104%101% ***Includes 5 deferred members $83568 ***Royal = $902556.34 / Special = $126845.82 / AXA = @$3200 ***Using 2017 liability totals MEMBER BENEFIT INCREASE CALCULATIONS 31 CITY OF ST. ANTHONY VILLAGE STATE OF MINNESOTA RESOLUTION 18-051 A RESOLUTION RATIFYING THE PENSION BENEFIT FOR THE ST. ANTHONY VILLAGE FIREFIGHTERS RELIEF ASSOCIATION WHEREAS, the City of St. Anthony Village is authorized by law to provide fire protection for all of the property in said, St. Anthony Village; and WHEREAS, the City of St. Anthony Village will contribute an annual amount of $3,500 in 2018 to the St. Anthony Village Firefighters Relief Association; and WHEREAS, the City of St. Anthony Village Firefighter Relief Association recommends an increase of the pension benefits from to $3,300 for 2017 and $3,500 for 2018. NOW, THEREFORE BE IT RESOLVED, that the St. Anthony Village City Council ratifies the 2018 Pension Benefit level of $3,500 for the St. Anthony Village Firefighters Relief Association. Adopted this 26th day of June, 2018. _________________________________________ Jerome O. Faust, Mayor ATTEST:____________________________ Nicole Miller, City Clerk Review for Administration: _________________________________________ Mark Casey, City Manager 32 REQUEST FOR COUNCIL CONSIDERATION Meeting Date:  June 26, 2018  Resolution‐Authorizing the City Manager to Sign Additional Solar Garden Subscription Agreements  with United States Solar Corporation.  OVERVIEW:   On May 24, 2016, the City Council adopted RESOLUTION 16‐048 A RESOLUTION APPROVING SOLAR  GARDEN SUBSCRIPTION AGREEMENTS WITH UNITED STATES SOLAR CORPORATION AND  SOLARSTONE COMMUNITY LLC. (attached).  Also attached is the May 24, 2016 memo from Amir  Nadav, Solar Consultant.  The Sunscription Agreement we entered into with US Solar was Step 1 in  the process of receiving our Bill Credits.  Now that project construction approaches for our  Community Solar Gardens, the next steps are as follows:  Step 2: Authorize City Manager to sign Bifurcated Subscription Agreements. As required by project  lenders and as permitted under Section 7.1 of the Sunscription Agreement, US Solar will be  bifurcating your Sunscription Agreement into five new separate agreements. Please note that no  material contract terms will change.  U.S. Solar have made three revisions: the first page of each of  the new agreements acknowledges that our original Sunscription Agreement has been superseded,  the Bill Credit Rate table in Section 1.3 has been updated to reflect the current (higher) credit rate,  and Exhibit B will now include information about the allocated garden.  As we agreed to do under  Section 7.2, U. S. Solar ask that the City Manager sign each of the Sunscription Agreements.   Step 3: Authorize City Manager to sign SAACF.  The City Manager to sign the Subscriber Agency  Agreement and Consent Forms (SAACF) for each of the Community Solar Gardens to which we have  been assigned. This is an Xcel Energy document that permits Xcel to link our utility accounts to the  projects, thus enabling the processing of our Bill Credits. The Consent Form was also anticipated in  our original Sunscription Agreement and Section 2.2 requires the City Manager to sign.   The City has approved agreements with United States Solar Corporation and SolarStone, however the  SolarStone solar project site isn’t currently ready but is estimated to be operational in 2019.  33 CITY OF SAINT ANTHONY VILLAGE STATE OF MINNESOTA RESOLUTION 16 -048 A RESOLUTION APPROVING SOLAR GARDEN SUBSCRIPTION AGREEMENTS WITH UNITED STATES SOLAR CORPORATION AND SOLARSTONE COMMUNITY LLC WHEREAS, the City of Saint Anthony Village strives to engage in sustainable programs to support the City's strategic initiatives and goals; and WHEREAS, the City of Saint Anthony Village submitted a letter of intent to the Metropolitan Council to participate in the "Community Solar Subscriber Collaborative" in July 2015 and was placed in a lottery pool with other local governments; and WHEREAS, in April 2016 the City of Saint Anthony Village was selected from the lottery pool and offered solar garden subscription opportunities; and WHEREAS, the solar garden subscription agreements allows the city to participate in the development of solar energy technology in Minnesota without the direct responsibility of owning and maintaining the site; and WHEREAS, the City of Saint Anthony Village will "subscribe" to an amount of solar energy equivalent to approximately one - quarter of the annual electricity use from city facilities; and WHEREAS, the City of Saint Anthony Village will receive credit from Xcel Energy on its electricity bill for city facilities; and WHEREAS, the duration of the solar subscription agreements is 25 years beginning after the agreement is accepted and signed by all parties. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Saint Anthony Village hereby approves solar garden agreements with United States Solar Corporation and SolarStone Community LLC. Adopted this 24th day of May, 2016 Jerome O. Faust, Mayor ATTEST: 6 %//u Nile Miller, City 'lerr Review for Administration: & arMk Casey, City anager 34 Community Solar Garden Memorandum  1    Memorandum TO: Mayor and City Council City Manager FROM: Amir Nadav, Solar Consultant DATE: May 24, 2016 RE: Community Solar Garden Subscription Recommendation: Authorize resolution to approve community solar garden subscription agreements with United States Solar Corporation and SolarStone Community LLC. Summary: Community solar gardens represent a way for the city of St. Anthony Village to participate in the development of solar energy technology in Minnesota without the direct responsibility of owning and maintaining an on-site solar array. Under this arrangement, the city would “subscribe” to a portion of the energy produced by a solar array that is owned and maintained by a third party. The city would receive credit on its electricity bill from Xcel Energy for the production of solar energy and in turn make subscription payments to the community solar garden developer. The city would not make an upfront payment to fund the construction of a community solar garden. The city received proposals from three developers that participated in the “Community Solar Subscriber Collaborative” coordinated by the Metropolitan Council. Following direction from City Council on its May 2 workshop and discussions with the community solar garden developers, staff recommends proceeding with subscriptions for a total of 647,940 kilowatt-hours (kWh) representing 352 kilowatts (kW) of solar garden capacity. These subscriptions amount to approximately one-quarter of the annual electricity use from city government facilities. Due to state law and the location of the proposed community solar gardens, only facilities in Hennepin County could be considered for these subscription agreements. Facilities were matched with developers in order to maximize potential cost savings to the city. The size of the subscriptions is based on the annual average electricity use of the selected facilities. A summary of the proposed subscriptions appears below. Developer Proposed Facilities Subscribed Total Subscription Size (kWh) SolarStone Community LLC  Silver Point Park Shelter  Silver Point Park  Trillium Park  Central Park 63,700 United States Solar Corporation  City Hall  Fire Department 584,420 35 Community Solar Garden Memorandum  2    Staff estimate that the two proposed subscriptions could result in a total net present value of electricity cost savings to the city of approximately $330,000 over the 25-year life of the subscription agreements. Further details on potential savings appear in Appendix I. Community Solar Garden Subscriber Collaborative Background: In July 2015, the city of St. Anthony Village submitted a letter of intent to the Metropolitan Council to participate in the “Community Solar Subscriber Collaborative.” This allowed the city to consider opportunities to subscribe to community solar gardens that emerge from the Metropolitan Council’s Request for Proposals for Community Solar Garden Subscription Agreements. The Metropolitan Council negotiated subscription agreements with five solar garden developers, and a lottery was conducted to allocate subscription capacity to participating local governments. The subscriber collaborative offered the city administrative efficiencies as well as the benefits of joining other participants to form a larger demand pool. Additional information about the “Community Solar Subscriber Collaborative” is available in the fact sheet attached. Community Solar Gardens operate under Minnesota Statute 216B.1641 and regulatory oversight provided by the Minnesota Public Utilities Commission. Eligible gardens have no less than five subscribers, and no subscriber may account for more than 40% of the garden’s capacity. Eligible subscribers must be retail electric customers of the utility served by the garden, and located in the same or adjacent county as the garden. Additional information and requirements are described in the attached “Frequently Asked Questions” document provided by Xcel Energy. Round 1 lottery results were announced on January 28, 2016 and local governments were asked to signal their intent to consider subscription opportunities by February 29, 2016. Unclaimed lottery tickets were re-allocated in a second lottery, and results were announced on April 5, 2016. The city of St. Anthony participated in both lottery rounds and offered to consider subscription opportunities that do not exceed 1.5 million kilowatt-hours (“kWh”) of annual electricity production, equivalent to approximately 880 kilowatts (“kW”) of solar garden capacity. The city of St. Anthony was offered subscription agreements for a total of 920 kW of capacity distributed across the following community solar gardens:  120 kW in a community solar garden to be developed by SolarStone in Wright County  200 kW in a community solar garden to be developed by US Solar in Carver County  200 kW in a community solar garden to be developed by US Solar in Wright County  400 kW in two community solar gardens to be developed by TruNorth Solar in Carver County City staff evaluated the potential cost savings from the proposals of all three developers and communicated with all of the developers about potential subscriptions. The proposed subscription agreements were formulated based on the largest potential savings to the city, given the city facilities eligible for a subscription, and the responses from developers. 36 Community Solar Garden Memorandum  3    Subscription Structure and Considerations: Community Solar Garden subscription agreements represent 25 year contracts. The city may subscribe up to 120% of the annual electricity consumption of one or more facilities. Once a community solar garden is operational, the city will make monthly payments to the garden operator for its portion of the energy produced. The city will also receive credits on its electricity bill from Xcel Energy for the city’s portion of the solar energy produced. The utility bill credit may also include a payment for the “renewable energy credits,” which would represent Xcel Energy’s acquisition of, and legal claim to, the solar energy attributes. The developer determines the subscription rate over the life of the project, and it is locked into the subscription agreement. Both developers offer a “pay-as-you-go” subscription with no upfront payments required from subscribers for the construction costs of the solar garden. Depending on the terms of the developer, subscription rates may vary based on the Xcel Energy rate plan of the facility subscribed and in some cases may include an annual escalation in the rate. Bill credit rates are determined by the Xcel Energy rate plan that applies to each facility the city subscribes and may change annually following review by the Minnesota Public Utilities Commission. Bill credit rates for 2015 varied by customer type as follows:  Residential: $0.12743 per kWh  Small General Service: $0.12431 per kWh  General Service: $0.09914 per kWh Additional Renewable Energy Credit payments are set at $0.03 per kWh for gardens smaller than, or equal to, 250 kW and $0.02 per kWh for gardens larger than 250 kW. The city has several facilities that qualify for the “Small General Service” bill credit rate, however the majority of the city’s facilities and electricity use qualify for the “General Service” bill credit rate. While electric demand from the city’s accounts exceeds the 920 kW of solar garden capacity offered to the city through the lottery, the city’s “Small General Service” accounts represent approximately 86 kW of solar garden capacity. The city may transfer or terminate its community solar garden subscription under certain conditions and termination fees may apply. Both subscription agreements provide guarantees for a percentage of the solar garden’s estimated future production under certain circumstances. Estimated Savings and Risk: Under business as usual conditions, the proposed subscriptions are expected to generate a net savings to the city over the life of the agreements. The Metropolitan Council and the Clean Energy Resource Teams (“CERTs”) provided calculators to estimate the potential financial impact of subscribing to a community solar garden. Details of the two proposed subscription agreements before the City Council were entered into the calculators, and the results from three scenarios appear in Appendix I. The calculators are 37 Community Solar Garden Memorandum  4    sensitive to a number of variables such as the future increase in bill credit rates, discount rates, and solar panel degradation factor, among others. For this reason, the figures cited in the appendix should be considered as estimates and not guarantees of future savings. The future change in the utility bill credit rate to the city for solar energy produced by the garden represents perhaps the most significant source of uncertainty. This differs from the subscription rate per- kilowatt hour of solar energy that the city pays the developer over the life of the project, which is set by the provisions of the subscription agreement. Solar bill credits from Xcel to the city are based on the “Applicable Retail Rate.” A review of Xcel Energy’s electricity rates since 1992 shows an average increase of 2.6 to 2.9 percent per year across all customer classes.1 As indicated in the appendix, the financial model projects a net savings to the city if the bill credit rate continues to increase at the same pace as the historical average. If the bill credit rate were to remain unchanged over the 25 year life of the subscription agreement, the city’s cumulative subscription expenses will likely equal its cumulative bill credit savings. Factors that could theoretically lead to no change, or a decrease, in bill credits include significant legislative or regulatory changes to the rules of the community solar garden program or changing market conditions such as long term declines in the cost of fossil fuels and other electrical generation and distribution technologies. City staff believe that the potential for a net decrease in solar energy bill credits over the 25-year subscription period is unlikely. Attachments:  Community Solar Subscriber Collaborative Description  Minnesota Subscribers Frequently Asked Questions, Xcel Energy                                                              1 Clean Energy Resource Teams, “Community Solar Garden Subscriber Questions.” Web:  http://www.cleanenergyresourceteams.org/sites/default/files/CommunitySolarGarden_SubscriberQuestions_04‐27‐15.pdf   38 Community Solar Garden Memorandum  5    Appendix I: Community Solar Garden Subscription Cost Comparison & Estimated Cumulative Savings Scenarios Costs: A subscription to a community solar garden offers the city several several potential cost and administrative efficiencies. Developing a solar array equivalent to the size of the city’s proposed community solar garden subscriptions would require a significant upfront capital investment. According to data compiled by the National Renewable Energy Laboratory (NREL), the median cost to construct solar electricity arrays between 250 kilowatts (kW) and 500 kW in size is $3.44 per watt.2 If the city chose to build its own solar array, the city be responsible for the upfront capital costs in addition to the occasional operations and maintenance costs throughout the life of the project. The city would also bear some risk for equipment repairs that may fall outside of the scope of the product warranties. Community solar gardens may benefit from several financial advantages. Private developers of solar projects may utilize a federal tax credit in the amount of 30% of the project costs as well as accelerated depreciation, which further enhances the financial value of the project. By bundling multiple subscriptions, community solar garden developers can build larger projects, which benefit from economies of scale that may reduce the overall project costs per kilowatt. According to NREL’s data, the national median price per kW of a solar array between 500 – 1,000 kW in size is $2.93, compared to a median price per kW of $3.44 for arrays between 250 – 500 kW in size.3 Under the proposed community solar garden subscriptions, the city only makes on-going monthly payments. The garden operator is responsible for the upfront development costs and on-going maintenance and administrative costs of the garden. In most years, the city’s annual savings from the community solar garden bill credits are expected to equal or exceed the city’s subscription payments to the solar garden developer. Estimated Savings from Proposed Community Solar Subscription Agreements: City staff reviewed the estimated financial implications of all of the solar gardens subscription opportunities received in the lottery. The scenarios below estimate the cumulative cost savings from the staff recommendation of a subscription agreement in the amount of 584,240 kWh with US Solar and 63,700 kWh with SolarStone. The size of both subscriptions are based on average annual electricity use of                                                              2 Feldman, David, Galen Barbose, et al. 2015. ”Photovoltaic System Pricing Trends.” Golden, CO: National  Renewable Energy Laboratory.  3 Ibid.  39 Community Solar Garden Memorandum  6    the city facilities selected. As discussed in the memorandum, the estimates below are subject to a number of variables and do not represent guaranteed savings. Estimated Net Present Value of Cumulative Savings from Proposed Subscription Agreement Subscription Size Scenario 1 Standard assumptions* Scenario 2 No increase in solar bill credit Scenario 3 Solar bill credit increases by 3% / yr 352 kW (approximately 25% city’s annual electricity use) $338,827 $20,616 $390,522 *Standard assumptions provided by the Clean Energy Resource Teams calculator include:  Annual increase in solar energy bill credits: 2.65% (reflecting the historical rate of increase)  Year 1 bill credit: $0.11914/kWh for General Service; $0.14431/kWh for Small General Service (inclusive of $0.02/kWh renewable energy credit payment)  Discount rate: 4%  Annual decrease in solar panel performance: 0.5% 40   CITY OF SAINT ANTHONY VILLAGE STATE OF MINNESOTA RESOLUTION 18-052 A RESOLUTION AUTHORIZING CITY MANAGER TO SIGN ADDITIONAL SOLAR GARDEN SUBSCRIPTION AGREEMENTS WITH UNITED STATES SOLAR CORPORATION WHEREAS, in May 2016 the City of Saint Anthony Village approve subscription agreements with United States Solar Corporation and SolarStone Community LLC; and WHEREAS, the City of Saint Anthony Village will receive credit from Xcel Energy on its electricity bill for city facilities; and WHEREAS, the solar garden subscription agreements allows the city to participate in the development of solar energy technology in Minnesota without the direct responsibility of owning and maintaining the site; and WHEREAS, the City of Saint Anthony Village will “subscribe” to an amount of solar energy equivalent to approximately one-quarter of the annual electricity use from city facilities; and WHEREAS, the duration of the solar subscription agreements is 25 years beginning after the agreement is accepted and signed by all parties. WHEREAS, the project construction of Community Solar Gardens with United States Solar Corporation is nearing; and WHEREAS, the next step is to approve and sign Sunscription Agreements and Subscriber Agency Agreement and Consent Forms with United States Solar Corporation; and NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Saint Anthony Village hereby authorizes the City Manager to sign additional solar garden subscription agreements with United States Solar Corporation. Adopted this 26th day of June, 2018. __________________________________________ Jerome O. Faust, Mayor ATTEST:___________________________ Nicole Miller, City Clerk Review for Administration: _________________________________________ Mark Casey, City Manager 41 THIS PAGE LEFT INTENTIONALLY BLANK 42 Minneapolis, MN South Norwalk, CT +1 - USSOLARDAY www.ussolarcorporation.com © Copyright 2015 United States Solar Corporation US Solar Fixed Rate Sunscription℠ Agreement This Fixed Rate Sunscription Agreement (this “Agreement”) is entered into by and between United States Solar Corporation (together with its successors and assignees, “US Solar” or “we”) and the Subscriber described below (together with any permitted transferees, “Project Subscriber” or “you”) (each a “Party” and collectively the “Parties”) and is effective as of the date signed by the Parties (the “Effective Date”). The Parties previously entered into that certain US Fixed Rate Sunscription Agreement, dated as of June 6, 2016, for a CSG Allocation of up to 584,240 kWh (the "Original Agreement"). US Solar has now elected to allocate to Project Subscriber a CSG Allocation from five Community Solar Gardens pursuant to five US Solar Fixed Rate Sunscription Agreements. The Parties intend and agree that this Agreement, along with the four other US Solar Fixed Rate Sunscription Agreements described in this paragraph ("the Companion Agreements"), will collectively supersede and replace the Original Agreement. Therefore, upon execution and delivery of this Agreement and each of the Companion Agreements, the Parties acknowledge and agree that the Original Agreement shall automatically terminate and have no further force and effect. Project Subscriber: City of St. Anthony US Solar℠: Name and Address 3301 Silver Lake Road St. Anthony, MN 55418 Attn: Mark Casey Name and Address United States Solar Corporation 100 N 6th Street, Suite 222C Minneapolis, MN 55403 Attention: MN CSG Notices Phone (612)782-3301 Phone (612)260-2230 E-mail city@ci.saint-anthony.mn.us E-mail info@ussolarcorporation.com Premises and Account Numbers Community Solar Garden Allocation An amount expected to produce up to approximately 500,000 kWh which when added to the kWh production expected from the Community Solar Garden Allocation in the Companion Agreements is equal to approximately 120% of Project Subscriber's average annual electricity consumption (“AAEC”) (net of any other distributed generation resources serving a relevant Premises) over the prior twenty four (24) months with respect to its eligible Account and Premises numbers. This Agreement sets forth the terms and conditions of your subscription to the Community Solar Garden(s) described in Exhibit B (individually and collectively, as context requires, a “Project”) and installed at the Community Solar Garden Site(s) described in Exhibit B (individually and collectively, as context requires, a “Project Site”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Standard Contract for Solar Rewards Community contract (“SRC Contract”). 43 The exhibits listed below are incorporated by reference and made part of this Agreement. Exhibit A Definitions Exhibit B Project(s) and Project Site(s) Exhibit C Bill Credit Types, Current Bill Credit Rates, and Current Sunscription Rates Exhibit D Estimate of Subscribed Energy Exhibit E [Reserved] Exhibit F Form of SRC Contract Exhibit G Form of Agency Agreement Exhibit H Project Subscriber Data ARTICLE 1 SUBSCRIPTION 1.1 Subscribing to Project Capacity. You are subscribing to the Community Solar Garden Allocation (“CSG Allocation”) identified for each Project on the front page of this Agreement on the terms and conditions set forth herein. 1.2 Bill Credit Value. As more fully detailed in the SRC Contract, your CSG Allocation entitles you to receive a Bill Credit against your monthly retail electrical bill equal to the product of (i) the amount of your Subscribed Energy for each Production Month, and (ii) your applicable Bill Credit Rate. Bill Credits are the dollar amounts paid by NSP to you as a credit on your retail electric bill to compensate you for your beneficial share of the solar electricity produced by the Project and delivered to NSP from the Project. 1.3 Bill Credit Rate. Bill Credit Rates are found in the CSG Tariff. The Bill Credit Rates in effect as of the Effective Date are as follows: 1. Customer Class Bill Credit Type Bill Credit Rate per kWh (AC) for energy delivered to Company (Xcel) Small General Standard $0.12844 Small General Enhanced – Solar Gardens >250 KW (AC) $0.14844 General Service Standard $0.10515 General Service Enhanced - Solar Gardens> 250 (AC) $0.12515 Your Bill Credit Rate will be updated annually (or otherwise as provided by order of the MPUC) during the Term only to reflect any updates in the applicable retail rate (labeled the “Standard” rate in the chart above) with respect to your customer class, as reflected in the CSG Tariff. The amount of the CSG “Enhanced” rate premium over the Standard rate reflects the value of the Project’s RECs sold and delivered by us to NSP. Per the CSG Tariff, the amount of CSG “Enhanced” rate premium over the Standard rate will not change over the Term. The Bill Credit Type, current Bill Credit Rates, and current Sunscription Rates are located in Exhibit C, which is attached and incorporated by reference. 1.4 Subscribed Energy. The estimated amount of Subscribed Energy produced by your CSG Allocation over the Term is set forth in Exhibit D. 44 1.5 Sunscription Rate and Payments. (a) Your Sunscription Rate for each Project for each Production Month is $0.1179/kWh for each of your General Service accounts and $0.1399/kWh for each of your Small General Service accounts. (b) The monthly payment amount you owe to US Solar (each, a “Sunscription Payment”) is equal to the product of (i) your Subscribed Energy produced in a given Production Month, and (ii) your Sunscription Rate. (c) We will invoice you monthly for your Sunscription Payments, beginning the first month after the Date of Commercial Operation (“COD”) of each particular Project, and you agree to make the full monthly Sunscription Payment within thirty (30) days of receiving our invoice. 1.6 No Additional Funds. The Sunscription Payments represent full payment by you for your CSG Allocation subscription, and we have no right to compel you to advance or pay any additional funds for the construction or maintenance of the Project or your CSG Allocation. 1.7 Ownership Limitation. Project Subscriber is not purchasing, and US Solar is not selling or transferring to Project Subscriber: (a) Any ownership or lien in any specific modules or tangible component of the Project; (b) Any ownership or membership interests or rights in US Solar or any entity which owns or may subsequently own the Project (for each Project, a “Project Owner”) or any financial rights or distributions associated with such ownership; (c) Any right to any payment by NSP to US Solar or the Project Owner with respect to Unsubscribed Energy; (d) Any right to manage, direct, control or operate the Project, US Solar or Project Owner; or (e) Any RECs produced by the Project or any payment by NSP to US Solar or Project Owner with respect to unsubscribed RECs. 1.8 Term. The term of the Agreement (“Term”) shall begin on the Effective Date and shall end, with respect to each Project, twenty five years after the COD of such Project unless otherwise provided for in this Agreement or to allow for any extension provided under the related SRC Contract. ARTICLE 2 STANDARD CONTRACT FOR SOLAR REWARDS COMMUNITY 2.1 SRC Contract. With respect to each Project, US Solar or the applicable Project Owner will enter into the SRC Contract once offered by NSP. The form of the SRC Contract is attached as Exhibit F. Among other things, the SRC Contract provides for the following: (a) US Solar acting as the Community Solar Garden Operator; (b) Sale and delivery to NSP of all electricity and RECs generated by the Project for a term of twenty five (25) years; (c) Allocation to Subscribers by NSP of Bill Credits in exchange for delivery by US Solar, or the applicable Project Owner, of the electricity and RECs generated by the Project; and 45 (d) US Solar ensuring compliance with the Community Solar Garden Statutory Requirements (“Eligibility Requirements”), which include eligibility requirements relating to both the Project and Subscribers. 2.2 Subscriber Agency Agreement and Consent Form. Attached to the SRC Contract is a Subscriber Agency Agreement and Consent Form (“Agency Agreement”) that you will be required to sign. The form of the Agency Agreement is attached as Exhibit G. Among other things, the Agency Agreement provides for the assignment of energy and RECs to NSP and provides information regarding the following: (a) Data access, control, and disclosure; (b) Contacting NSP about certain questions regarding your Bill Credits; and (c) Contacting US Solar about questions regarding this Agreement, NSP’s data policies, and Project-related items. ARTICLE 3 ELIGIBILITY AND EXCESS BILL CREDIT PURCHASE 3.1 Eligibility Data. You acknowledge that the account data contained in Exhibit H is complete and accurate and that US Solar may use the data for purposes of confirming your conformance with the applicable Eligibility Requirements. You agree to provide US Solar and the applicable Project Owner with any additional information we request to determine, verify, or confirm your eligibility at any time during the Term. 3.2 Authorization to Access Data. You authorize US Solar and the applicable Project Owner to use all eligibility data set forth in Exhibit H, as well as your electric bills for each Eligible Address for the most recent twenty-four (24) months, to assist US Solar and the applicable Project Owner in confirming your eligibility. 3.3 Credit Information. Subject to the confidentiality and privacy provisions of Section 8.1, you agree to provide US Solar with information reasonably necessary for US Solar, the Project Owner, or its Financing Parties to confirm your creditworthiness. 3.4 Excess Bill Credit Purchase. As per the SRC Contract, any excess Bill Credits (i.e., Bill Credits in a billing period that exceed the amount you owe NSP for your regular retail service in that period) will be carried forward and credited against all charges for at least a twelve (12) month cycle. Under the SRC Contract, NSP will be required to purchase from you all such Bill Credits with the billing statement that includes the last day of February and restart the credit cycle the following period with a zero credit balance. ARTICLE 4 US SOLAR RESPONSIBILITIES 4.1 Design and Implementation. We agree to develop, design, finance and construct the Project(s), including, but not limited to, site acquisition, the filing of interconnection applications and procurement of an interconnection agreement with NSP, the selection and procurement of Project components, and the installation and testing of all Project components. 46 4.2 Application Process. We shall submit each Project to NSP for approval as a Community Solar Garden (“CSG”) in accordance with the CSG Tariff and shall provide all information required by NSP to determine the completeness of our application and technical viability of each Project. Once offered by NSP, we (or the applicable Project Owner) shall enter into the SRC Contract, interconnection agreement, and other agreements with NSP that may be necessary to qualify each Project as a CSG and for the Project to operate and deliver energy to NSP. 4.3 Timeliness. In keeping with the time requirements set forth in the SRC Contract, we shall use commercially reasonable efforts to finish construction and installation of each particular Project within twenty four (24) months after NSP has deemed complete our CSG application with respect to such Project. 4.4 Eligibility Compliance. US Solar is responsible for confirming compliance with the Eligibility Requirements, including verification of the eligibility information you have provided to US Solar. 4.5 Maintenance. We will maintain the Project in a prudent manner and in accordance with industry standards throughout the Term. We will provide you with notice of any material repair or replacement event that is reasonably anticipated to exceed one hundred eighty (180) days. 4.6 Insurance. We will maintain insurance consistent with the requirements of the SRC Contract and/or any Financing Party, and shall use commercially reasonable efforts to name Project Subscriber as an additional insured with respect to commercial general liability insurance procured in connection therewith. 4.7 Performance Ratio Guarantee. Commencing at the end of the third calendar year following the year in which the last Project reaches COD, we guarantee that the average annual Subscribed Energy produced during the prior (3) calendar years (“Average Annual Production”), shall not be less than eighty-five percent (85%) of your Estimate of Subscribed Energy, as enumerated in Exhibit D, and as adjusted for weather and Force Majeure events (“Guaranteed Production”), for the applicable calendar year. In the event your Average Annual Production does not equal or exceed the Guaranteed Production, we will pay you an amount equal to one thousand dollars ($1,000.00) within forty five (45) days following the end of the applicable calendar year. ARTICLE 5 FURTHER INFORMATION 5.1 Unsubscribed Energy. Unsubscribed Energy will be purchased by NSP from the Project in accordance with the SRC Contract and Applicable Laws. 5.2 Reserves. US Solar will establish reserve funds available for use to maintain the Project and pay Project operating expenses such as taxes, maintenance, insurance, and management services for the Term. 5.3 Other Agreements and Documents. (a) Upon your request we will provide the following when and as available: i. Copy of the SRC Contract between NSP and the Project Owner; 47 ii. Copy of the solar module warranty; iii. Certificate(s) of insurance; and iv. Long-term maintenance plan. (b) We will provide you with any other information that you may request, or that we may be required to deliver, under the CSG Tariff. (c) You agree to sign an acknowledgment of receipt of any such materials. 5.4 Information Sharing. The Parties acknowledge the Agency Agreement contains certain provisions relating to “Subscriber Account Information” and “Subscriber’s Energy Use Data” and agree to adhere to those provisions. 5.5 Fair Disclosure. You acknowledge that, prior to entering into this Agreement and becoming a Subscriber, we fairly disclosed to you the future potential costs and benefits of your Subscription and provided you with a copy of the SRC Contract. US Solar will comply with all other requirements of the MPUC and CSG Tariff with respect to communications with you. 5.6 Taxes. You recognize that neither we nor NSP makes any representations or warranties concerning the taxable consequences, if any, to you with respect to your Bill Credits, your Sunscription Payments, or your participation in the Project. We are responsible for paying the Minnesota Solar Energy Production Tax, if any, as in effect as of the Effective Date under Minnesota Statutes 272.0295. We are also responsible for all income, gross receipts, ad valorem, personal property or real property or other similar taxes and any and all franchise fees or similar fees assessed against us due to our ownership of the Project. We are not obligated for any taxes payable by or assessed against Project Subscriber based on or related to Project Subscriber’s overall income or revenues. You are responsible to either pay or reimburse us for any and all other Taxes assessed on the sale, delivery, or consumption of your Subscribed Energy or your Bill Credits. 5.7 Securities Laws. Neither we nor NSP makes any representations or warranties concerning the implication of any federal or state securities laws with respect to this Agreement or your CSG Allocation. Neither this Agreement nor your CSG Allocation has been registered under the Securities Act of 1933, as amended, or any state securities laws. US Solar does not believe this Agreement or the CSG Allocation constitute a security governed by such laws but, in the event any such securities laws may apply. Project Subscriber agrees that it is not entering into this Agreement or acquiring the Bill Credits for the purpose of making a market in such interests or trading them on any securities market or equivalent thereof which might fall within the scope of such laws. You are urged to seek your own professional advice on these matters. ARTICLE 6 TRANSFERABILITY 6.1 General. This Agreement and your Bill Credits are Project Subscriber property. Your ability to continue to receive Bill Credits is dependent upon your continuing compliance with the applicable Eligibility Requirements and your payment of the Sunscription Payments. This Agreement and the Bill Credits are transferable only as set forth below. This Agreement and the Bill Credits are not transferable by you, whether voluntarily or by operation of law, at any time when you are in default under this Agreement, unless as approved by US Solar. 48 6.2 Sale or Transfer to Other Eligible Subscribers. You may voluntarily sell or transfer this Agreement, or any portion of your CSG Allocation (but not less than the minimum set by Eligibility Requirements), for any reason (but not more than once in any twelve (12) month period) and to any person or entity who, at the time of the sale or transfer meets applicable Eligibility Requirements for the relevant Project(s). Any amounts you collect from a transferee in respect of your transfer of this Agreement, or any portion of your CSG Allocation, belongs to you. Neither US Solar nor a Project Owner will have any claim or right to any such amounts you may receive. Your sale or transfer of your CSG Allocation for any Project is expressly conditioned upon: (a) US Solar receiving at least ninety (90) days’ prior written notice identifying the prospective purchaser or transferee, providing the physical address at which it takes electric service from NSP, the NSP account number and all other information needed to determine its eligibility to be a Subscriber, as well as any other subscriptions in the relevant Project or other CSGs held by the proposed transferee, and any solar facility owned or leased by the proposed transferee at the address associated with the proposed transfer; (b) Receipt by US Solar of authorizations from the proposed transferee needed to access their NSP account data, and receipt by US Solar of usage data at the proposed transferee’s address needed to calculate its historic electrical usage; (c) Determination by US Solar that the proposed transferee is eligible to be a Subscriber in the relevant Project and that its participation as a Subscriber will not cause the Project to fail any Eligibility Requirement or otherwise fail to comply with any Applicable Laws or contractual obligations to NSP; (d) The proposed transferee’s (i) express written assumption of this Agreement or execution and delivery of a new subscription agreement with US Solar as to the CSG Allocation on terms acceptable to US Solar, including the cure of any prior defaults arising under this Agreement; and (ii) execution of an Agency Agreement or any other document reasonably required by US Solar or NSP to effectuate the transfer and maintain compliance with the Eligibility Requirements; (e) The proposed transferee meeting our Financing Parties’ credit requirements; and (f) US Solar receiving any applicable Cover Cost Amount from Project Subscriber. US Solar shall notify NSP of any such transfer so that NSP may change the applicable Subscriber benefits to apply to the transferee’s retail NSP electric account. 6.3 Relocation/Sale of Eligible Address. (a) If during the Term you move from an Eligible Address and are no longer the NSP account-holder at that address, you may transfer all or part of your CSG Allocation to another Eligible Address of yours (new or existing) conditioned on the following: i. You provide us with at least ninety (90) days’ notice of such transfer; and 49 ii. We determine that the new address, including the prior electrical usage at that address, will allow for the transferred CSG Allocation to continue to meet the applicable Eligibility Requirements. (b) If during the Term you move from or sell an Eligible Address and are no longer the NSP account-holder at that address, and you are not relocating to a new Eligible Address or do not have sufficient subscription capacity at another Eligible Address, before moving you must either: i. Sell or transfer the relevant portion of your CSG Allocation in accordance with Section 6.2. If requested by you, we will use commercially reasonable efforts for up to one hundred eighty (180) days to assist you in this process; or ii. Cancel the relevant portion of your CSG Allocation pursuant to Section 10.1 (a)(iii) below. (c) You are obligated to maintain compliance with the applicable Eligibility Requirements and to notify us if you plan to be out of compliance. You acknowledge that your failure to maintain compliance with the applicable Eligibility Requirements may result in NSP not paying you Bill Credits and our cancellation of the relevant CSG Allocation. (d) This Agreement confers to us no right to interfere with, or require our consent to, your sale or transfer of your real property, or to Xcel tariff provisions related to the subscribed Premises. ARTICLE 7 FINANCING 7.1 Consent. We may, without your prior consent, in whole or in part, (i) assign, mortgage, pledge or otherwise collaterally assign our interests in this Agreement and the Project to any Financing Party, (ii) directly or indirectly assign this Agreement and the Project to a Project Owner or an affiliate or subsidiary of ours, (iii) assign this Agreement and the Project to any entity through which we are obtaining financing or capital for the Project; and (iv) assign this Agreement and the Project to any person succeeding to all or substantially all of our assets. In the event of any such assignment (other than a collateral assignment), we shall be released from all our liabilities and other obligations under this Agreement upon assumption of our obligations hereunder by the assignee. However, any assignment of our rights and/or obligations under this Agreement shall not result in any change to your rights and obligations under this Agreement. A Financing Party may assign its interest at any time, and without your consent, to another person or another Financing Party. If the Financing Party or its successor becomes the owner of our interest by foreclosure or otherwise, it may sell or transfer that interest to any third party without your consent. We must provide notice to you of any assignment or reassignment of this Agreement to any Financing Parties. 7.2 Changes. You acknowledge that we may obtain construction and long-term financing from one or more Financing Parties. Both Parties agree in good faith to consider and to negotiate changes or additions to this Agreement that may be reasonably requested by the Financing Parties; provided, that such changes do not alter the fundamental economic terms of this Agreement. In connection with any assignment by us (or the Financing Parties, as described below), you agree to execute any consent, estoppel or acknowledgement in form and substance reasonably acceptable to the 50 Financing Parties. If this Agreement applies to more than one Project, you also agree to execute a separate Agreement for each Project if requested by us in connection with such assignment. 7.3 Notice and Opportunity to Cure. You may not terminate or suspend your performance due to our Event of Default unless you have given the Financing Parties prior written notice of your intent to so terminate or suspend this Agreement. In your notice you will describe the circumstances giving rise to our default, and provide the Financing Parties with the opportunity to cure the default within thirty (30) days after receipt of such notice or any longer period provided for in this Agreement. If our default reasonably cannot be cured by the Financing Parties within the period provided and the Financing Parties commence and pursue to cure of such default within that period, the period for cure will be extended for a reasonable period of time under the circumstances, but not to exceed an additional sixty (60) days. The Parties’ respective obligations under this Agreement will otherwise remain in effect during the cure period. If the Financing Parties or an assignee (including any buyer or transferee) acquires title to or control of our assets and within the applicable time periods cures all defaults under this Agreement existing as of the date of such change in control in the manner required by this Agreement and which are capable of cure by a third party or entity, then such Financing Parties or third party transferee will no longer be in default under this Agreement, and this Agreement will continue in full force and effect. ARTICLE 8 PRIVACY; CONFIDENTIALITY; TRADE SECRET; PUBLICITY 8.1 Subscriber Data. Other than in accordance with the Agency Agreement, US Solar will not disclose Project Subscriber’s Account Information, Subscriber Energy Usage Data, Bill Credits or any other personal information of Project Subscriber to any person except (i) to NSP, to the extent required by Applicable Laws or the SRC Contract, for the purpose of administration of the Project, Project CSG eligibility, and Project Subscriber CSG eligibility; (ii) to attorneys, accountants, advisors, and agents of US Solar to the extent necessary for them to render advice or perform professional services associated with the Project or this Agreement; (iii) as otherwise required by Applicable Laws. US Solar is not requesting, and Project Subscriber agrees not to provide US Solar without US Solar’s consent, any “private data on individuals,” “confidential data on individuals” or other “not public data” on individuals, as those terms are used and defined the Minnesota Data Practices Act. 8.2 Trade Secret Information. We may provide data that we designate as trade secret to you. Under Minnesota Statutes section 13.37, subdivision 1(b), you are responsible for determining whether data marked as trade secret by us qualifies as trade secret under the law. For data that you determine is trade secret, you will not share the data with any other person or entity except as required by law. If you receive a request under the Minnesota Government Data Practices Act for access to data that we designated as trade secret but you have determined is not trade secret, then you will use best efforts to give us 10 days’ notice before releasing the data in order to permit us to exercise whatever legal remedies are available to prevent disclosure. 8.3 Publicity. The Parties will endeavor to coordinate and cooperate with each other when making public announcements related to the execution and existence of this Agreement or related to Project Subscriber’s participation in a Project. When feasible, each Party will endeavor to provide any publicity materials, press releases or other public statements to the other Party for review and comment. The Parties agree to the use of each other’s logos in their respective marketing materials in the context of listing counterparties with whom a Party has transacted. 51 ARTICLE 9 DISPUTE RESOLUTION 9.1 NSP Disputes. (a) Any dispute or question which you have with respect to the application by NSP of the Bill Credits to your retail electric bill, in particular the applicable Bill Credit Rate that NSP used to determine the amount of your Bill Credits, shall be directed by you to NSP for resolution. US Solar will provide reasonable assistance to you in this respect. You acknowledge that your obligation to make your Sunscription Payments is independent of the amount of your Bill Credits. (b) All disputes arising with respect to the contract between NSP and US Solar shall be resolved by negotiation and, in the absence of a resolution, by the Minnesota Public Utilities Commission (“MPUC”), as per the SRC Contract. Any issue or dispute identified by you with respect to NSP’s actions with respect to the Project or the Bill Credits other than as described in Section 9.1(a) shall be referred to US Solar. If the dispute or question is not resolved to the Project Subscriber’s satisfaction, you have the right to refer the issue directly to the MPUC at the following address: Minnesota Public Utilities Commission 121 7th Place East, Suite 350 St. Paul, MN 55101 Tel: (651) 296-7124 Toll free: (800) 657-3782 Fax: (651) 297-7073 consumer.puc@state.mn.us 9.2 Disputes between Parties. (a) Any dispute or issue a Party may have arising from or related to this Agreement, which are not resolved by communications between Project Subscriber and US Solar representatives in person, over the phone, or electronically shall be submitted to the other Party in writing. Each Party shall assign an officer or senior management executive to address or negotiate a resolution with the other Party. The Parties agree to attempt to reach a resolution of such dispute within ten (10) days or such longer period as the Parties may agree. (b) We shall perform any calculation called for hereunder and do so in a commercially reasonable manner and in accordance with industry accepted standards. Any dispute regarding the results of any such calculation shall be resolved by having an independent consultant having nationally recognized credentials, such as Navigant Consulting, Inc. or Leidos, Inc., perform the calculation at the disputing party’s expense. (c) Failing resolution of any dispute by the Parties in accordance with the provisions of Section 9.2(a), such dispute shall be subject to litigation in a court of competent jurisdiction in Hennepin County, Minnesota. As a condition precedent to filing or pursuing any legal or equitable remedy, the Parties agree to participate in good faith in non-binding mediation through the use of a mutually acceptable neutral mediator. Each 52 Party shall pay one-half (1/2) the cost of the mediator. Each Party shall be responsible for its own costs related to such mediation. If the Parties have not resolved their dispute within 30 calendar days after the request for mediation, any Party may resort to any available legal remedies. ARTICLE 10 CANCELLATION EVENTS; EVENTS OF DEFAULT; REMEDIES 10.1 Cancellation Events. (a) You may cancel all or part of your CSG Allocation relating to a particular Project to the extent that: i. Construction of that Project is not completed within twenty-four (24) months of our receipt of NSP determining that Project’s CSG application is complete, and additional Project capacity does not exist; ii. That Project becomes ineligible, in whole or in part, as a CSG during the Term and the related SRC Contract is terminated, and additional Project capacity does not exist; or iii. You become aware that, due to relocation or other material changes, your CSG Allocation will no longer satisfy the applicable Eligibility Requirements and you elect not to sell or transfer, or cannot sell or transfer, your CSG Allocation to another eligible NSP customer. iv. Before the Project’s CSG application is deemed complete by NSP, if the legislature, MPUC, NSP, or any other entity significantly reduces the credit base rate, or basis of escalation of that rate from that anticipated at the time of acceptance of the proposal by you. (b) We may cancel all or part of your CSG Allocation relating to a particular Project to the extent that: i. You fail to meet the applicable Eligibility Requirements at any time during the Term; ii. Your CSG Allocation is transferred by operation of law as defined in Section 10.7 to an ineligible person or entity and is not sold to an eligible transferee within the time provided; iii. Prior to the start of Project construction, we are not able to confirm your creditworthiness; or iv. Prior to the start of Project construction, we determine we are unable to develop the Project under commercially reasonable terms, including, but not limited to, NSP disallowing the development of Project(s), NSP imposes costs in excess of the average for approved Projects, or additional Project capacity does not exist. (c) Cancellation will be effective upon written notice by the cancelling Party to the other Party, including a description of the circumstances giving rise to the Cancellation Event and the specific portion of CSG Allocation canceled. 10.2 Events of Default. Each of the following events shall be an Event of Default under this Agreement: 53 (a) A Party breaches any material representation or warranty or fails to perform a material obligation set forth in this Agreement and does not cure such breach or failure within thirty (30) days of written notice of the breach from the non-defaulting Party. (b) With respect to Project Subscriber, failure to make any Sunscription Payment when due, and failure to cure the default within thirty (30) days after written notice of such failure from US Solar. 10.3 Cancellation Remedies. (a) In the case of a cancellation pursuant to Sections 10.1(a)(i) or (ii) or 10.2(b)(iii) or (iv), you will owe nothing with respect to the amount of CSG Allocation cancelled. (b) In the case of a cancellation pursuant to Sections 10.1(a)(iii) or 10.1b) (i) or (ii) (each, a “Covered Cancellation Event”), you will be responsible for paying the Cover Cost Amount, if any, with respect to the amount of CSG Allocation cancelled, subject to the following: i. We will use commercially reasonable efforts for up to one hundred eighty (180) days after such cancellation (“Cancellation Replacement Period”) to secure one or more Eligible Transferee who will subscribe to the entire cancelled portion of your CSG Allocation at no less than your Sunscription Rate. If we are successful, your Cover Cost Amount will be zero. ii. To the extent during the Cancellation Replacement Period we are unsuccessful in securing one or more Eligible Transferees who will subscribe to the entire cancelled portion of your CSG Allocation, the Unsubscribed Energy rate provided for in the CSG Tariff will be used in lieu of a transferee Sunscription Rate for purposes of determining the Cover Cost Amount. (c) During the Cancellation Replacement Period and before paying any Cover Cost Amount or other cancellation related amounts, you will be responsible for making Sunscription Payments that will be deemed to equal the full amount of your Sunscription Payments had no cancellation occurred. (d) At the end of the Cancellation Replacement Period, we will determine the Cover Cost Amount and other amounts owing by you and provide you written notice of same. These amounts will become due and payable by you within thirty (30) days of your receipt of this notice. (e) After paying the Cover Cost Amount, your remaining Sunscription Payments will reflect your appropriately reduced CSG Allocation. (f) You will be responsible for reimbursing us for any actual, reasonable and verifiable costs we incur in identifying an Eligible Transferee who will subscribe to the cancelled portion of your CSG Allocation and in the execution of related documentation. 54 (g) Upon cancellation of the entire CSG Allocation, we may terminate this Agreement in its entirety. 10.4 Default Remedies. In the event a defaulting Party fails to cure an Event of Default within the applicable cure period, the non-defaulting Party may: (a) With respect to an Event of Default by Project Subscriber: i. We may terminate this Agreement immediately by notifying you in writing. ii. We may direct NSP to remove you as a subscriber with respect to the Project, and you will no longer receive Bill Credits associated with the CSG Allocation. iii. You will owe the Cover Cost Amount, if any. 1. We will use commercially reasonable efforts for sixty (60) days after your Event of Default (“Default Replacement Period”) to secure one or more Eligible Transferee who will subscribe to your entire CSG Allocation at no less than your Sunscription Rate or a lesser rate as agreed by the Parties. 2. To the extent during the Default Replacement Period we are unsuccessful in securing one or more Eligible Transferee(s) who will subscribe to your entire CSG Allocation, the Unsubscribed Energy rate provided for in the CSG Tariff will be used in lieu of a transferee Sunscription Rate for purposes of determining the Cover Cost Amount. iv. You will owe an amount equal to the Sunscription Payments that would have been payable by you during the Default Replacement Period absent the Event of Default. v. Once one or more Eligible Transferee(s) have been located but no later than at the end of the Default Replacement Period, we will determine the Cover Cost Amount and other default-related amounts owing by you and provide you with written notice of same. These amounts will become due and payable immediately by you upon your receipt of this notice. vi. You will be responsible for reimbursing us for any actual, reasonable and verifiable costs we incurred in attempting to identify an Eligible Transferee and in the execution of related documentation. vii. Upon termination of this Agreement, we shall have no further obligations to you hereunder. (b) With respect to an Event of Default by US Solar: i. Prior to the COD of the final Project, you may terminate this Agreement at any time by notifying us in writing. ii. After the COD of the final Project, you may terminate this Agreement only if our default results in your CSG Allocation not producing any Subscribed Energy for one hundred eighty (180) consecutive days or more. iii. Upon termination, you shall have no further obligation to us except for obligations arising or accruing prior to termination. 10.5 No Consequential Damages. No Party shall be liable to the other Party for any indirect, special, punitive, exemplary, incidental, or consequential damages, whether arising in contract, tort, under statute, or in equity, and each Party waives its rights to any such damages. In no event will the Cover Cost Amount constitute, or be deemed to constitute, indirect, special, punitive, exemplary, incidental, or consequential damages. 55 10.6 No Warranty; Exclusive Remedies. NO WARRANTY OR REMEDY, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE SHALL APPLY. The remedies set forth in this Agreement shall be the Parties’ sole and exclusive remedies for any claim or liability arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence), strict liability or otherwise. 10.7 Involuntary Transfers. Upon transfer of title or control of the Eligible Address or your CSG Allocation, or portion thereof, due to bankruptcy, foreclosure or operation of law for other reasons, you or the transferee must notify US Solar immediately. During any period of time in which a trustee, receiver, or creditor is in possession of the Eligible Address and assumes responsibility as the account- holder with NSP at the Eligible Address, such transferee shall be deemed to have succeeded to your rights and obligations under this Agreement at the Eligible Address during the period of its possession. Upon the transfer of title to the property at the Eligible Address and the CSG Allocation to a creditor or other third party, the transferee shall notify US Solar of the transfer. If the transferee(s) meet all relevant Eligibility Criteria, the transfer shall be treated as a sale or transfer of the CSG Allocation to such transferees upon completion of the conditions set forth in Section 6.2. If the transferee does not meet the transfer conditions, then the transferee(s) shall be required immediately to sell or transfer the CSG Allocation or applicable portion to an eligible buyer in accordance with Section 6.2. ARTICLE 11 MISCELLANEOUS 11.1 Notices. Notices, or other documents required or permitted by this Agreement must be given by personal delivery, reputable overnight courier, email, or U.S. certified mail postage prepaid and shall be sent to the respective parties at the address listed on the first page of this Agreement. Notice shall be deemed delivered (i) the day of delivery, if delivered by hand during the receiving party’s regular business hours or by e-mail before or during the receiving party’s regular business hours, (ii) upon the date of actually delivery or refusal shown on the courier’s delivery receipt if sent by overnight courier, and (iii) on the fourth business day after deposit in the U.S. mail if sent by certified mail. Any party may change the address for notice by notice to the other party. 11.2 No Third Party Beneficiaries. Nothing in this Agreement shall be construed to create any duty to, or standard of care with reference to, or liability to, any person not a party to this Agreement. Excepting the rights of Financing Parties and assignees expressly provided for herein, no provision of this Agreement is intended to nor shall it in any way provide any rights to any third party or inure to the benefit of any third party so as to constitute any such person a third party beneficiary under this Agreement, or of any one or more of the terms of this Agreement, or otherwise give rise to any cause of action in any person not a party to this Agreement. 11.3 Entire Agreement; Amendments. It is mutually understood and agreed that this Agreement, and the Exhibits attached hereto, constitutes the entire agreement between Project Subscriber and US Solar and supersedes any and all prior oral or written understandings, representations or statements, and that no understandings, representations or statements, verbal or written, have been made which modify, amend, qualify or affect the terms of this Agreement. This Agreement may not be amended except in a writing executed by both parties; provided, however, that, US Solar may amend Project and Project Site information and allocate your CSG Allocation among Projects and Project Sites (prior to relevant CODs) without Project Subscriber’s prior consent, subject to 56 the Eligibility Requirements for the quantity of Project Subscriber’s Subscribed Energy and location of NSP account(s) as per this Agreement. 11.4 Governing Law. This Agreement is made in Minnesota and shall be governed by the laws of the State of Minnesota without regard for any conflict of law provisions. 11.5 SRC Contract and CSG Tariff. This Agreement contains summaries of, and makes reference to, certain provisions of the SRC Contract and CSG Tariff. While we believe these summaries and references to be accurate and fair, any conflict between such summaries and references shall be resolved in favor of the relevant provisions contained in SRC Contract and CSG Tariff. You are urged to review these documents. 11.6 Waiver. Neither Party shall be deemed to have waived any provision of this Agreement or any remedy available to it unless such waiver is in writing and signed by the Party against whom the waiver would operate. Any waiver at any time by either Party of its rights with respect to any matter arising in connection with this Agreement shall not be deemed a waiver with respect to any subsequent or other matter. 11.7 Relationship of Parties. The duties, obligations and liabilities of each of the Parties are intended to be several and not joint or collective. This Agreement shall not be interpreted or construed to create an association, joint venture, fiduciary relationship or partnership between the Parties or to impose any partnership obligation or liability or any trust or agency obligation or relationship upon either Party. US Solar and Project Subscriber shall not have any right, power, or authority to enter into any agreement or undertaking for, or act on behalf of, or to act or be an agent or representative of, or to otherwise bind, the other Party. 11.8 Severability. Should any provision of this Agreement be or become void, illegal or unenforceable, the validity or enforceability of the other provisions of the Agreement shall not be affected and shall continue in full force. The Parties will, however, use commercially reasonable efforts to agree on the replacement of the void, illegal or unenforceable provisions with legally acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and the Agreement as a whole. 11.9 Counterparts. This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original. 11.10 Audit. To the extent required by Minnesota Statutes, section 16C.05, subdivision 5, our records, books, documents, and accounting procedures and practices relating to work performed pursuant to this Agreement shall be subject to examination by the Project Subscriber and the Legislative Auditor or State Auditor. We shall permit the Project Subscriber or its designee to perform such examination at a mutually agreeable time during regular business hours. (SIGNATURE PAGES TO FOLLOW) 57 City of St. Anthony Signature: Printed Name: Title: Date: United States Solar Corporation Signature: Printed Name: Martin Mobley Title: CEO Date: 58 17 © Copyright 2015 United States Solar Corporation EXHIBIT A DEFINITIONS 1. Applicable Laws. Any law, statute, rule, regulation, ordinance, order (including orders issued by the MPUC), tariff, judgment, or other legally binding restriction or ruling issued by a governmental authority which is applicable to the Project, US Solar, Subscribers, CSGs or this Agreement. 2. Bill Credit Rate. A dollar amount per kilowatt-hour reflected in the CSG Tariff with respect to specific classes of NSP customers to be used for determining a Subscriber’s Bill Credit. 3. Cancellation Event. One or more event described in Section 10.1(a)-(b). 4. Cover Cost Amount. (a) With respect to a sale or transfer by you pursuant to Section 6.2, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-transfer with respect to the transferred portion of your CSG Allocation, had this Agreement remained unchanged for the remaining Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by your transferee with respect to the transferred portion of your CSG Allocation over the remaining Term. (b) With respect to a Covered Cancellation Event, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-cancellation with respect to the cancelled portion of your CSG Allocation, had this Agreement remained unchanged for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the cancelled portion of your CSG Allocation over the remaining Term. (c) With respect to an Event of Default by you, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-default, had this Agreement remained unchanged with respect to your entire CSG Allocation for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the entire CSG Allocation over the remaining Term. 5. CSG Tariff. The Solar Rewards Community Program tariff of NSP’s rate book, as amended or updated and any successor thereto. 6. Eligible Address. A Subscriber’s NSP service address that meets the Eligibility Requirements. 18 © Copyright 2015 United States Solar Corporation 7. Eligible Transferee. A person or entity who meets the applicable Eligibility Requirements and meets the conditions set for in Section 6.2(a)-(e) 8. Financing Party. A person or persons providing construction or permanent financing in connection with construction, ownership, operation and maintenance of the Project, or if applicable, any person to whom the ownership interest in the Project has been transferred, subject to a leaseback of the Project from such person. 9. MPUC. Minnesota Public Utilities Commission. 10. NSP. Northern States Power Company, a wholly owned subsidiary of Xcel Energy Inc. 11. Sunscription Rate. A dollar amount per kilowatt-hour with respect to the Subscribed Energy produced by Project Subscriber’s CSG Allocation, as set forth in Section 1.5(a), used for determining Project Subscriber’s Sunscription Payments. 12. Taxes. Any federal, state, or local ad valorem, property, occupation, generation, privilege, sales, use, consumption, excise, or transaction tax, other taxes, regulatory fees, surcharges, or other similar charges, but does not include any income taxes imposed on US Solar for payments made by you and received by us under this Agreement. Any conflict in the meaning of a term used both herein term and in the SRC Contract shall be resolved in favor of the meaning given to such term in the SRC Contract. 19 © Copyright 2015 United States Solar Corporation EXHIBIT B PROJECT(S) AND PROJECT SITE(S) USS Big Lake 1 SRC 051597 19000 196th Street Big Lake, MN 55309 20 © Copyright 2015 United States Solar Corporation EXHIBIT C BILL CREDIT TYPES, CURRENT BILL CREDIT RATES, CURRENT SUNSCRIPTION RATES Account number Premise Number Account Type Sunscription Rate Bill Credit Value. We make no representation or warranty as to the likelihood that any Bill Credits will create any specific amount of economic benefit at any time or over any period of time or over the Term of this Agreement as a whole, or that the Bill Credits will create a positive economic benefit to you. The estimate of potential benefits contained herein are based on a number of assumptions about estimated Subscribed Energy Bill Credit Rates, Applicable Laws currently in place, NSP’s retail electrical rates, and a number of other factors beyond the control of US Solar. Any estimate by US Solar herein or elsewhere given to Project Subscriber as to any expected benefit to Project Subscriber from the Bill Credits at any time or over any period of time is purely an estimate based on the information available to US Solar and related assumptions at the time and is not a guarantee that any positive economic benefit will accrue to Project Subscriber from the Bill Credits or that any specific amount of benefits will accrue to Project Subscriber at any time, or over any period of time, or over the Term of the Agreement. 21 © Copyright 2015 United States Solar Corporation EXHIBIT D ESTIMATE OF SUBSCRIBED ENERGY CSG Allocation: 312 kW, which is expected to produce approximately 584,240 kWh annually. Production. Other than as specified in this Agreement, US Solar makes no representation or warranty as to the likelihood that the Project will generate any specific amount of electricity or sufficient electricity so as to create any specific or minimum Bill Credits to Project Subscriber during any period of time or over the Term of the Agreement as a whole. The production estimate described herein is based on a number of assumptions about expected solar insolation at the Project Site, and performance of the modules and other Project equipment, the accuracy of production estimating software and other factors affecting possible production which are not within the control of US Solar. Circumstances experienced at the Project will deviate from historical data and other assumptions and projections. The actual production of energy of electricity by the Project and delivery of energy, including Subscribed Energy, by the Project is also subject to lack of sunlight, other adverse weather, equipment failures, curtailments or outages by NSP, Force Majeure events, and other events beyond the control of US Solar. The production estimate and any other estimate communicated by US Solar to Project Subscriber of expected energy production from the Project at any time or over any period of time is purely an estimate based on the information available to US Solar at the time and is not a guarantee that any such production will occur or that any particular amount of Subscribed Energy will be received by Project Subscriber at any time or over any period of time, including the Term of this Agreement. 22 © Copyright 2015 United States Solar Corporation EXHIBIT E [RESERVED] 23 © Copyright 2015 United States Solar Corporation EXHIBIT F FORM OF SRC CONTRACT 24 © Copyright 2015 United States Solar Corporation EXHIBIT G FORM OF AGENCY AGREEMENT 25 © Copyright 2015 United States Solar Corporation EXHIBIT H PROJECT SUBSCRIBER DATA 17 © Copyright 2015 United States Solar Corporation EXHIBIT A DEFINITIONS 1. Applicable Laws. Any law, statute, rule, regulation, ordinance, order (including orders issued by the MPUC), tariff, judgment, or other legally binding restriction or ruling issued by a governmental authority which is applicable to the Project, US Solar, Subscribers, CSGs or this Agreement. 2. Bill Credit Rate. A dollar amount per kilowatt-hour reflected in the CSG Tariff with respect to specific classes of NSP customers to be used for determining a Subscriber’s Bill Credit. 3. Cancellation Event. One or more event described in Section 10.1(a)-(b). 4. Cover Cost Amount. (a) With respect to a sale or transfer by you pursuant to Section 6.2, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-transfer with respect to the transferred portion of your CSG Allocation, had this Agreement remained unchanged for the remaining Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by your transferee with respect to the transferred portion of your CSG Allocation over the remaining Term. (b) With respect to a Covered Cancellation Event, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-cancellation with respect to the cancelled portion of your CSG Allocation, had this Agreement remained unchanged for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the cancelled portion of your CSG Allocation over the remaining Term. (c) With respect to an Event of Default by you, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-default, had this Agreement remained unchanged with respect to your entire CSG Allocation for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the entire CSG Allocation over the remaining Term. 5. CSG Tariff. The Solar Rewards Community Program tariff of NSP’s rate book, as amended or updated and any successor thereto. 6. Eligible Address. A Subscriber’s NSP service address that meets the Eligibility Requirements. 18 © Copyright 2015 United States Solar Corporation 7. Eligible Transferee. A person or entity who meets the applicable Eligibility Requirements and meets the conditions set for in Section 6.2(a)-(e) 8. Financing Party. A person or persons providing construction or permanent financing in connection with construction, ownership, operation and maintenance of the Project, or if applicable, any person to whom the ownership interest in the Project has been transferred, subject to a leaseback of the Project from such person. 9. MPUC. Minnesota Public Utilities Commission. 10. NSP. Northern States Power Company, a wholly owned subsidiary of Xcel Energy Inc. 11. Sunscription Rate. A dollar amount per kilowatt-hour with respect to the Subscribed Energy produced by Project Subscriber’s CSG Allocation, as set forth in Section 1.5(a), used for determining Project Subscriber’s Sunscription Payments. 12. Taxes. Any federal, state, or local ad valorem, property, occupation, generation, privilege, sales, use, consumption, excise, or transaction tax, other taxes, regulatory fees, surcharges, or other similar charges, but does not include any income taxes imposed on US Solar for payments made by you and received by us under this Agreement. Any conflict in the meaning of a term used both herein term and in the SRC Contract shall be resolved in favor of the meaning given to such term in the SRC Contract. 19 © Copyright 2015 United States Solar Corporation EXHIBIT B PROJECT(S) AND PROJECT SITE(S) Wright Kirby 1 Wright Kirby 2 Wright Kirby 3 Wright Kirby 4 Wright Kirby 5 7505 Eisele Avenue NE Monticello, MN 55362 20 © Copyright 2015 United States Solar Corporation EXHIBIT C BILL CREDIT TYPES, CURRENT BILL CREDIT RATES, CURRENT SUNSCRIPTION RATES Account number Premise Number Account Type Sunscription Rate Bill Credit Value. We make no representation or warranty as to the likelihood that any Bill Credits will create any specific amount of economic benefit at any time or over any period of time or over the Term of this Agreement as a whole, or that the Bill Credits will create a positive economic benefit to you. The estimate of potential benefits contained herein are based on a number of assumptions about estimated Subscribed Energy Bill Credit Rates, Applicable Laws currently in place, NSP’s retail electrical rates, and a number of other factors beyond the control of US Solar. Any estimate by US Solar herein or elsewhere given to Project Subscriber as to any expected benefit to Project Subscriber from the Bill Credits at any time or over any period of time is purely an estimate based on the information available to US Solar and related assumptions at the time and is not a guarantee that any positive economic benefit will accrue to Project Subscriber from the Bill Credits or that any specific amount of benefits will accrue to Project Subscriber at any time, or over any period of time, or over the Term of the Agreement. 21 © Copyright 2015 United States Solar Corporation EXHIBIT D ESTIMATE OF SUBSCRIBED ENERGY CSG Allocation: 312 kW, which is expected to produce approximately 584,240 kWh annually. Production. Other than as specified in this Agreement, US Solar makes no representation or warranty as to the likelihood that the Project will generate any specific amount of electricity or sufficient electricity so as to create any specific or minimum Bill Credits to Project Subscriber during any period of time or over the Term of the Agreement as a whole. The production estimate described herein is based on a number of assumptions about expected solar insolation at the Project Site, and performance of the modules and other Project equipment, the accuracy of production estimating software and other factors affecting possible production which are not within the control of US Solar. Circumstances experienced at the Project will deviate from historical data and other assumptions and projections. The actual production of energy of electricity by the Project and delivery of energy, including Subscribed Energy, by the Project is also subject to lack of sunlight, other adverse weather, equipment failures, curtailments or outages by NSP, Force Majeure events, and other events beyond the control of US Solar. The production estimate and any other estimate communicated by US Solar to Project Subscriber of expected energy production from the Project at any time or over any period of time is purely an estimate based on the information available to US Solar at the time and is not a guarantee that any such production will occur or that any particular amount of Subscribed Energy will be received by Project Subscriber at any time or over any period of time, including the Term of this Agreement. 22 © Copyright 2015 United States Solar Corporation EXHIBIT E [RESERVED] 23 © Copyright 2015 United States Solar Corporation EXHIBIT F FORM OF SRC CONTRACT 24 © Copyright 2015 United States Solar Corporation EXHIBIT G FORM OF AGENCY AGREEMENT 25 © Copyright 2015 United States Solar Corporation EXHIBIT H PROJECT SUBSCRIBER DATA 17 © Copyright 2015 United States Solar Corporation EXHIBIT A DEFINITIONS 1. Applicable Laws. Any law, statute, rule, regulation, ordinance, order (including orders issued by the MPUC), tariff, judgment, or other legally binding restriction or ruling issued by a governmental authority which is applicable to the Project, US Solar, Subscribers, CSGs or this Agreement. 2. Bill Credit Rate. A dollar amount per kilowatt-hour reflected in the CSG Tariff with respect to specific classes of NSP customers to be used for determining a Subscriber’s Bill Credit. 3. Cancellation Event. One or more event described in Section 10.1(a)-(b). 4. Cover Cost Amount. (a) With respect to a sale or transfer by you pursuant to Section 6.2, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-transfer with respect to the transferred portion of your CSG Allocation, had this Agreement remained unchanged for the remaining Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by your transferee with respect to the transferred portion of your CSG Allocation over the remaining Term. (b) With respect to a Covered Cancellation Event, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-cancellation with respect to the cancelled portion of your CSG Allocation, had this Agreement remained unchanged for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the cancelled portion of your CSG Allocation over the remaining Term. (c) With respect to an Event of Default by you, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-default, had this Agreement remained unchanged with respect to your entire CSG Allocation for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the entire CSG Allocation over the remaining Term. 5. CSG Tariff. The Solar Rewards Community Program tariff of NSP’s rate book, as amended or updated and any successor thereto. 6. Eligible Address. A Subscriber’s NSP service address that meets the Eligibility Requirements. 18 © Copyright 2015 United States Solar Corporation 7. Eligible Transferee. A person or entity who meets the applicable Eligibility Requirements and meets the conditions set for in Section 6.2(a)-(e) 8. Financing Party. A person or persons providing construction or permanent financing in connection with construction, ownership, operation and maintenance of the Project, or if applicable, any person to whom the ownership interest in the Project has been transferred, subject to a leaseback of the Project from such person. 9. MPUC. Minnesota Public Utilities Commission. 10. NSP. Northern States Power Company, a wholly owned subsidiary of Xcel Energy Inc. 11. Sunscription Rate. A dollar amount per kilowatt-hour with respect to the Subscribed Energy produced by Project Subscriber’s CSG Allocation, as set forth in Section 1.5(a), used for determining Project Subscriber’s Sunscription Payments. 12. Taxes. Any federal, state, or local ad valorem, property, occupation, generation, privilege, sales, use, consumption, excise, or transaction tax, other taxes, regulatory fees, surcharges, or other similar charges, but does not include any income taxes imposed on US Solar for payments made by you and received by us under this Agreement. Any conflict in the meaning of a term used both herein term and in the SRC Contract shall be resolved in favor of the meaning given to such term in the SRC Contract. 19 © Copyright 2015 United States Solar Corporation EXHIBIT B PROJECT(S) AND PROJECT SITE(S) USS DVL Solar LLC 10289 102nd Street Waconia, MN 55387 20 © Copyright 2015 United States Solar Corporation EXHIBIT C BILL CREDIT TYPES, CURRENT BILL CREDIT RATES, CURRENT SUNSCRIPTION RATES Account number Premise Number Account Type Sunscription Rate Bill Credit Value. We make no representation or warranty as to the likelihood that any Bill Credits will create any specific amount of economic benefit at any time or over any period of time or over the Term of this Agreement as a whole, or that the Bill Credits will create a positive economic benefit to you. The estimate of potential benefits contained herein are based on a number of assumptions about estimated Subscribed Energy Bill Credit Rates, Applicable Laws currently in place, NSP’s retail electrical rates, and a number of other factors beyond the control of US Solar. Any estimate by US Solar herein or elsewhere given to Project Subscriber as to any expected benefit to Project Subscriber from the Bill Credits at any time or over any period of time is purely an estimate based on the information available to US Solar and related assumptions at the time and is not a guarantee that any positive economic benefit will accrue to Project Subscriber from the Bill Credits or that any specific amount of benefits will accrue to Project Subscriber at any time, or over any period of time, or over the Term of the Agreement. 21 © Copyright 2015 United States Solar Corporation EXHIBIT D ESTIMATE OF SUBSCRIBED ENERGY CSG Allocation: 312 kW, which is expected to produce approximately 584,240 kWh annually. Production. Other than as specified in this Agreement, US Solar makes no representation or warranty as to the likelihood that the Project will generate any specific amount of electricity or sufficient electricity so as to create any specific or minimum Bill Credits to Project Subscriber during any period of time or over the Term of the Agreement as a whole. The production estimate described herein is based on a number of assumptions about expected solar insolation at the Project Site, and performance of the modules and other Project equipment, the accuracy of production estimating software and other factors affecting possible production which are not within the control of US Solar. Circumstances experienced at the Project will deviate from historical data and other assumptions and projections. The actual production of energy of electricity by the Project and delivery of energy, including Subscribed Energy, by the Project is also subject to lack of sunlight, other adverse weather, equipment failures, curtailments or outages by NSP, Force Majeure events, and other events beyond the control of US Solar. The production estimate and any other estimate communicated by US Solar to Project Subscriber of expected energy production from the Project at any time or over any period of time is purely an estimate based on the information available to US Solar at the time and is not a guarantee that any such production will occur or that any particular amount of Subscribed Energy will be received by Project Subscriber at any time or over any period of time, including the Term of this Agreement. 22 © Copyright 2015 United States Solar Corporation EXHIBIT E [RESERVED] 23 © Copyright 2015 United States Solar Corporation EXHIBIT F FORM OF SRC CONTRACT 24 © Copyright 2015 United States Solar Corporation EXHIBIT G FORM OF AGENCY AGREEMENT 25 © Copyright 2015 United States Solar Corporation EXHIBIT H PROJECT SUBSCRIBER DATA 17 © Copyright 2015 United States Solar Corporation EXHIBIT A DEFINITIONS 1. Applicable Laws. Any law, statute, rule, regulation, ordinance, order (including orders issued by the MPUC), tariff, judgment, or other legally binding restriction or ruling issued by a governmental authority which is applicable to the Project, US Solar, Subscribers, CSGs or this Agreement. 2. Bill Credit Rate. A dollar amount per kilowatt-hour reflected in the CSG Tariff with respect to specific classes of NSP customers to be used for determining a Subscriber’s Bill Credit. 3. Cancellation Event. One or more event described in Section 10.1(a)-(b). 4. Cover Cost Amount. (a) With respect to a sale or transfer by you pursuant to Section 6.2, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-transfer with respect to the transferred portion of your CSG Allocation, had this Agreement remained unchanged for the remaining Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by your transferee with respect to the transferred portion of your CSG Allocation over the remaining Term. (b) With respect to a Covered Cancellation Event, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-cancellation with respect to the cancelled portion of your CSG Allocation, had this Agreement remained unchanged for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the cancelled portion of your CSG Allocation over the remaining Term. (c) With respect to an Event of Default by you, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-default, had this Agreement remained unchanged with respect to your entire CSG Allocation for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the entire CSG Allocation over the remaining Term. 5. CSG Tariff. The Solar Rewards Community Program tariff of NSP’s rate book, as amended or updated and any successor thereto. 6. Eligible Address. A Subscriber’s NSP service address that meets the Eligibility Requirements. 18 © Copyright 2015 United States Solar Corporation 7. Eligible Transferee. A person or entity who meets the applicable Eligibility Requirements and meets the conditions set for in Section 6.2(a)-(e) 8. Financing Party. A person or persons providing construction or permanent financing in connection with construction, ownership, operation and maintenance of the Project, or if applicable, any person to whom the ownership interest in the Project has been transferred, subject to a leaseback of the Project from such person. 9. MPUC. Minnesota Public Utilities Commission. 10. NSP. Northern States Power Company, a wholly owned subsidiary of Xcel Energy Inc. 11. Sunscription Rate. A dollar amount per kilowatt-hour with respect to the Subscribed Energy produced by Project Subscriber’s CSG Allocation, as set forth in Section 1.5(a), used for determining Project Subscriber’s Sunscription Payments. 12. Taxes. Any federal, state, or local ad valorem, property, occupation, generation, privilege, sales, use, consumption, excise, or transaction tax, other taxes, regulatory fees, surcharges, or other similar charges, but does not include any income taxes imposed on US Solar for payments made by you and received by us under this Agreement. Any conflict in the meaning of a term used both herein term and in the SRC Contract shall be resolved in favor of the meaning given to such term in the SRC Contract. 19 © Copyright 2015 United States Solar Corporation EXHIBIT B PROJECT(S) AND PROJECT SITE(S) USS King 2 LLC 12695 County Rd 32 Waconia, MN 55387 20 © Copyright 2015 United States Solar Corporation EXHIBIT C BILL CREDIT TYPES, CURRENT BILL CREDIT RATES, CURRENT SUNSCRIPTION RATES Account number Premise Number Account Type Sunscription Rate Bill Credit Value. We make no representation or warranty as to the likelihood that any Bill Credits will create any specific amount of economic benefit at any time or over any period of time or over the Term of this Agreement as a whole, or that the Bill Credits will create a positive economic benefit to you. The estimate of potential benefits contained herein are based on a number of assumptions about estimated Subscribed Energy Bill Credit Rates, Applicable Laws currently in place, NSP’s retail electrical rates, and a number of other factors beyond the control of US Solar. Any estimate by US Solar herein or elsewhere given to Project Subscriber as to any expected benefit to Project Subscriber from the Bill Credits at any time or over any period of time is purely an estimate based on the information available to US Solar and related assumptions at the time and is not a guarantee that any positive economic benefit will accrue to Project Subscriber from the Bill Credits or that any specific amount of benefits will accrue to Project Subscriber at any time, or over any period of time, or over the Term of the Agreement. 21 © Copyright 2015 United States Solar Corporation EXHIBIT D ESTIMATE OF SUBSCRIBED ENERGY CSG Allocation: 312 kW, which is expected to produce approximately 584,240 kWh annually. Production. Other than as specified in this Agreement, US Solar makes no representation or warranty as to the likelihood that the Project will generate any specific amount of electricity or sufficient electricity so as to create any specific or minimum Bill Credits to Project Subscriber during any period of time or over the Term of the Agreement as a whole. The production estimate described herein is based on a number of assumptions about expected solar insolation at the Project Site, and performance of the modules and other Project equipment, the accuracy of production estimating software and other factors affecting possible production which are not within the control of US Solar. Circumstances experienced at the Project will deviate from historical data and other assumptions and projections. The actual production of energy of electricity by the Project and delivery of energy, including Subscribed Energy, by the Project is also subject to lack of sunlight, other adverse weather, equipment failures, curtailments or outages by NSP, Force Majeure events, and other events beyond the control of US Solar. The production estimate and any other estimate communicated by US Solar to Project Subscriber of expected energy production from the Project at any time or over any period of time is purely an estimate based on the information available to US Solar at the time and is not a guarantee that any such production will occur or that any particular amount of Subscribed Energy will be received by Project Subscriber at any time or over any period of time, including the Term of this Agreement. 22 © Copyright 2015 United States Solar Corporation EXHIBIT E [RESERVED] 23 © Copyright 2015 United States Solar Corporation EXHIBIT F FORM OF SRC CONTRACT 24 © Copyright 2015 United States Solar Corporation EXHIBIT G FORM OF AGENCY AGREEMENT 25 © Copyright 2015 United States Solar Corporation EXHIBIT H PROJECT SUBSCRIBER DATA 17 © Copyright 2015 United States Solar Corporation EXHIBIT A DEFINITIONS 1. Applicable Laws. Any law, statute, rule, regulation, ordinance, order (including orders issued by the MPUC), tariff, judgment, or other legally binding restriction or ruling issued by a governmental authority which is applicable to the Project, US Solar, Subscribers, CSGs or this Agreement. 2. Bill Credit Rate. A dollar amount per kilowatt-hour reflected in the CSG Tariff with respect to specific classes of NSP customers to be used for determining a Subscriber’s Bill Credit. 3. Cancellation Event. One or more event described in Section 10.1(a)-(b). 4. Cover Cost Amount. (a) With respect to a sale or transfer by you pursuant to Section 6.2, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-transfer with respect to the transferred portion of your CSG Allocation, had this Agreement remained unchanged for the remaining Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by your transferee with respect to the transferred portion of your CSG Allocation over the remaining Term. (b) With respect to a Covered Cancellation Event, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-cancellation with respect to the cancelled portion of your CSG Allocation, had this Agreement remained unchanged for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the cancelled portion of your CSG Allocation over the remaining Term. (c) With respect to an Event of Default by you, the positive difference, if any, of: i. the net present value (using a discount rate of 4%) of the projected payments by you over the Term post-default, had this Agreement remained unchanged with respect to your entire CSG Allocation for the entire Term (plus any other amounts previously accrued and owed by you); minus ii. the net present value (using a discount rate of 4%) of the projected payments to be made by an Eligible Transferee (or, as applicable, by NSP for the Unsubscribed Energy associated with the portion CSG Allocation not transferred) with respect to the entire CSG Allocation over the remaining Term. 5. CSG Tariff. The Solar Rewards Community Program tariff of NSP’s rate book, as amended or updated and any successor thereto. 6. Eligible Address. A Subscriber’s NSP service address that meets the Eligibility Requirements. 18 © Copyright 2015 United States Solar Corporation 7. Eligible Transferee. A person or entity who meets the applicable Eligibility Requirements and meets the conditions set for in Section 6.2(a)-(e) 8. Financing Party. A person or persons providing construction or permanent financing in connection with construction, ownership, operation and maintenance of the Project, or if applicable, any person to whom the ownership interest in the Project has been transferred, subject to a leaseback of the Project from such person. 9. MPUC. Minnesota Public Utilities Commission. 10. NSP. Northern States Power Company, a wholly owned subsidiary of Xcel Energy Inc. 11. Sunscription Rate. A dollar amount per kilowatt-hour with respect to the Subscribed Energy produced by Project Subscriber’s CSG Allocation, as set forth in Section 1.5(a), used for determining Project Subscriber’s Sunscription Payments. 12. Taxes. Any federal, state, or local ad valorem, property, occupation, generation, privilege, sales, use, consumption, excise, or transaction tax, other taxes, regulatory fees, surcharges, or other similar charges, but does not include any income taxes imposed on US Solar for payments made by you and received by us under this Agreement. Any conflict in the meaning of a term used both herein term and in the SRC Contract shall be resolved in favor of the meaning given to such term in the SRC Contract. 19 © Copyright 2015 United States Solar Corporation EXHIBIT B PROJECT(S) AND PROJECT SITE(S) USS Lake Patterson Solar LLC 9100 Highway 25 North Cologne, MN 55322 20 © Copyright 2015 United States Solar Corporation EXHIBIT C BILL CREDIT TYPES, CURRENT BILL CREDIT RATES, CURRENT SUNSCRIPTION RATES Account number Premise Number Account Type Sunscription Rate Bill Credit Value. We make no representation or warranty as to the likelihood that any Bill Credits will create any specific amount of economic benefit at any time or over any period of time or over the Term of this Agreement as a whole, or that the Bill Credits will create a positive economic benefit to you. The estimate of potential benefits contained herein are based on a number of assumptions about estimated Subscribed Energy Bill Credit Rates, Applicable Laws currently in place, NSP’s retail electrical rates, and a number of other factors beyond the control of US Solar. Any estimate by US Solar herein or elsewhere given to Project Subscriber as to any expected benefit to Project Subscriber from the Bill Credits at any time or over any period of time is purely an estimate based on the information available to US Solar and related assumptions at the time and is not a guarantee that any positive economic benefit will accrue to Project Subscriber from the Bill Credits or that any specific amount of benefits will accrue to Project Subscriber at any time, or over any period of time, or over the Term of the Agreement. 21 © Copyright 2015 United States Solar Corporation EXHIBIT D ESTIMATE OF SUBSCRIBED ENERGY CSG Allocation: 312 kW, which is expected to produce approximately 584,240 kWh annually. Production. Other than as specified in this Agreement, US Solar makes no representation or warranty as to the likelihood that the Project will generate any specific amount of electricity or sufficient electricity so as to create any specific or minimum Bill Credits to Project Subscriber during any period of time or over the Term of the Agreement as a whole. The production estimate described herein is based on a number of assumptions about expected solar insolation at the Project Site, and performance of the modules and other Project equipment, the accuracy of production estimating software and other factors affecting possible production which are not within the control of US Solar. Circumstances experienced at the Project will deviate from historical data and other assumptions and projections. The actual production of energy of electricity by the Project and delivery of energy, including Subscribed Energy, by the Project is also subject to lack of sunlight, other adverse weather, equipment failures, curtailments or outages by NSP, Force Majeure events, and other events beyond the control of US Solar. The production estimate and any other estimate communicated by US Solar to Project Subscriber of expected energy production from the Project at any time or over any period of time is purely an estimate based on the information available to US Solar at the time and is not a guarantee that any such production will occur or that any particular amount of Subscribed Energy will be received by Project Subscriber at any time or over any period of time, including the Term of this Agreement. 22 © Copyright 2015 United States Solar Corporation EXHIBIT E [RESERVED] 23 © Copyright 2015 United States Solar Corporation EXHIBIT F FORM OF SRC CONTRACT 24 © Copyright 2015 United States Solar Corporation EXHIBIT G FORM OF AGENCY AGREEMENT 25 © Copyright 2015 United States Solar Corporation EXHIBIT H PROJECT SUBSCRIBER DATA Solar*Rewards Community Subscriber Agency Agreement and Consent Form The undersigned (“Subscriber”) has a Subscription to the following Community Solar Garden: Community Solar Garden Name: USS Big Lake 1 LLC Community Solar Garden Address: 19048 196th Street Big Lake, MN 55309 Community Solar Garden Operator: US Solar Community Solar Garden contact information for Subscriber questions and complaints: Address (if different from above); US Solar 2150 Post Road, Suite 505 Fairfield, CT 06824 Telephone number: 203-505-6969 Email address: info@us-solar.com Web Site URL: http://www.us-solar.com Subscriber Name: City of St. Anthony Subscriber Service Address where receiving electrical service from Northern States Power Company: Please see attached spreadsheet for Subscriber Service Addresses. Subscriber’s Account Number with Northern States Power Company: Please see attached spreadsheet for Subscriber Account Numbers. By signing this Solar*Rewards Community Subscriber Agency Agreement and Consent Form, the Subscriber agrees to all of the following: 1. Assignment of Renewable Energy Credits (“RECs”), Energy and Capacity to Northern States Power Company, a Minnesota corporation. The Subscriber agrees that the Community Solar Garden Operator has authority to assign all energy produced and capacity associated with the photovoltaic energy system 59 at the Community Solar Garden to Northern States Power Company, and the Subscriber agrees that all energy produced, and capacity associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. The Subscriber also agrees that the Community Solar Garden Operator has authority to assign all RECs associated with the photovoltaic energy system at the Community Solar Garden to Northern States Power Company, and that if the Community Solar Garden or a person or entity on its behalf has assigned the RECs to Northern States Power Company, then all RECs associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. 2. Tax Implications. The Community Solar Garden Operator has provided the Subscriber with a statement that Northern States Power Company makes no representations concerning the taxable consequences to the Subscriber with respect to its Bill Credits to the Subscriber or other tax issues relating to participation in the Community Solar Garden. 3. Northern States Power Company hereby discloses to the Subscriber that it recognizes that not all production risk factors, such as grid-failure events or atypically cloudy weather, are within the Community Solar Garden Operator’s control. 4. Information Sharing. Participating in the Solar*Rewards Community Program will require sharing Subscriber’s Account Information (name, account number, service address, telephone number, email address, web site URL, information on Subscriber participation in other distributed generation serving the premises of the Subscriber, Subscriber specific Bill Credit(s)) and Subscriber’s Energy Use Data (the past, present and future electricity usage attributable to the Subscriber for the service address and account number identified for participation in the Community Solar Garden). The following outlines the type of information that will be shared, and how that information will be used. a. Subscriber’s Account Information and Subscriber Energy Usage Data. The Subscriber authorizes Northern States Power Company to provide the Community Solar Garden Operator (and the Community Solar Garden Operator’s designated subcontractors and agents) with the Subscriber’s Account Information and Subscriber’s Energy Usage Data as described in Section 4 above. This information is needed to allow the Community Solar Garden Operator determine the extent to which the Subscriber is entitled to participate in the Community Solar Garden, and to validate the amount of the Bill Credits to be provided by Northern States Power Company to the Subscriber. The current data privacy policies of Northern States Power Company applicable to its Solar*Rewards Community Program provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above are attached as Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form. These privacy policies include definitions of “Subscriber’s Account Information” and “Subscriber’s Energy Usage Data.” b. Subscriber’s Subscription Information: The Subscriber authorizes the Community Solar Garden Operator to provide information to Northern States Power Company identifying the Subscriber (with the Subscriber’s name, service address, and account number) and detailing the Subscriber’s proportional share in kilowatts of the Community Solar Garden and to provide additional updates of this information to Northern States Power Company as circumstances change. This information is needed to allow Northern States Power Company to properly apply Bill Credits for the photovoltaic energy generated by the Community Solar Garden. Also, this information is needed to allow Northern States Power Company to send to the Subscriber notices or other mailings pertaining to their involvement in the Solar*Rewards Community Program. The Community Solar Garden Operator shall not disclose Subscriber information in 60 annual reports or other public documents absent explicit, informed consent from the Subscriber. The Community Solar Garden Operator will not release any Subscriber data to third parties except to fulfill the regulated purposes of the Solar*Rewards Community Program, to comply with a legal or regulatory requirement, or upon explicit, informed consent from the Subscriber. c. Aggregated Information. Aggregated information concerning production at the Community Solar Garden may be publicly disclosed to support regulatory oversight of the Solar*Rewards Community Program. This includes annual reports available to the public related to specific Community Solar Gardens, including but not limited to production from the Community Solar Gardens; size, location and the type of Community Solar Garden subscriber groups; reporting on known complaints and the resolution of these complaints; lessons learned and any potential changes to the Solar*Rewards Community Program; reporting on Bill Credits earned and paid; and reporting on the application process. Aggregated information will not identify individual Subscribers or provide Subscriber-Specific Account Information, Subscriber-Specific Energy Usage Data or Subscriber-specific Bill Credits unless a Subscriber provides explicit informed consent. Depending on the nature of the aggregated information, however, it may still be possible to infer the amount of production attributed to individual Subscribers to the Community Solar Garden. The Subscriber agrees to the inclusion of its production information in the creation of the aggregated information. The Community Solar Garden Operator will not use aggregated information for purposes unrelated to the Solar*Rewards Community Program without first providing notice and obtaining further consent, unless the aggregated information is otherwise available as public information. The policies of Northern States Power Company related to sharing aggregated information are part of the data privacy policies contained in the attached Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form and should be provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above. d. Information Requests from the MPUC or the Department of Commerce. The Subscriber agrees that the Community Solar Garden Operator and Northern States Power Company are authorized to provide any information they possess related to the Subscriber or the Subscriber’s participation in the Community Solar Garden to the Minnesota Public Utilities Commission (MPUC), the Minnesota Department of Commerce, or the Minnesota Office of Attorney General. This information is needed to allow proper regulatory oversight of Northern States Power Company and of the Solar*Rewards Community Program. e. Liability Release. Northern States Power Company shall not be responsible for monitoring or taking any steps to ensure that the Community Solar Garden Operator maintains the confidentiality of the Subscriber’s Account Information, the Subscriber’s Energy Usage or the Bill Credits received pertaining to the Subscriber’s participation in the Community Solar Garden. However, Northern States Power Company shall remain liable for its own inappropriate release of Subscriber’s Account Information and Subscriber’s Energy Use Data. f. Duration of Consent. The Subscriber’s consent to this information sharing shall be ongoing for the Term of the Contract between the Community Solar Garden Operator and Northern States Power Company, or until the Subscriber no longer has a Subscription to the Community Solar Garden and the Community Solar Garden Operator notifies Northern States Power Company of this fact through the CSG Application System. Provided, however, the Subscriber’s consent shall also apply thereafter to all such information of the Subscriber pertaining to that period of time during which the Subscriber had a Subscription to the Community Solar Garden. 61 g. Modification. The above provisions addressing data privacy and in Exhibit 1 shall remain in place until and unless other requirements are adopted by the MPUC in its generic privacy proceeding, Docket No. E,G999/CI- 12-1344, or other MPUC Order. Northern States Power Company shall file necessary revisions to its tariffs and contracts within thirty (30) days of such Order. Subscriber’s Name: ______City of St. Anthony________________________ Subscriber’s Signature: __________________________________ Printed Name: _________________________________________ Date: ___________________________ 62 Solar*Rewards Community Subscriber Agency Agreement and Consent Form The undersigned (“Subscriber”) has a Subscription to the following Community Solar Garden: Community Solar Garden Name: Wright Kirby 1 Wright Kirby 2 Wright Kirby 3 Wright Kirby 4 Wright Kirby 5 Community Solar Garden Address: 7505 Eisele Avenue NE Monticello, MN 55362 Community Solar Garden Operator: Wright Kirby 1 Wright Kirby 2 Wright Kirby 3 Wright Kirby 4 Wright Kirby 5 Community Solar Garden contact information for Subscriber questions and complaints: Address (if different from above); US Solar 2150 Post Road, Suite 505 Fairfield, CT 06824 Telephone number: 612-294-6978 Email address: david.watts@us-solar.com Web Site URL: http://www.us-solar.com Subscriber Name: City of St. Anthony Subscriber Service Address where receiving electrical service from Northern States Power Company: Please see attached spreadsheet for Subscriber Service Addresses. Subscriber’s Account Number with Northern States Power Company: Please see attached spreadsheet for Subscriber Account Numbers. 63 By signing this Solar*Rewards Community Subscriber Agency Agreement and Consent Form, the Subscriber agrees to all of the following: 1. Assignment of Renewable Energy Credits (“RECs”), Energy and Capacity to Northern States Power Company, a Minnesota corporation. The Subscriber agrees that the Community Solar Garden Operator has authority to assign all energy produced and capacity associated with the photovoltaic energy system at the Community Solar Garden to Northern States Power Company, and the Subscriber agrees that all energy produced, and capacity associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. The Subscriber also agrees that the Community Solar Garden Operator has authority to assign all RECs associated with the photovoltaic energy system at the Community Solar Garden to Northern States Power Company, and that if the Community Solar Garden or a person or entity on its behalf has assigned the RECs to Northern States Power Company, then all RECs associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. 2. Tax Implications. The Community Solar Garden Operator has provided the Subscriber with a statement that Northern States Power Company makes no representations concerning the taxable consequences to the Subscriber with respect to its Bill Credits to the Subscriber or other tax issues relating to participation in the Community Solar Garden. 3. Northern States Power Company hereby discloses to the Subscriber that it recognizes that not all production risk factors, such as grid-failure events or atypically cloudy weather, are within the Community Solar Garden Operator’s control. 4. Information Sharing. Participating in the Solar*Rewards Community Program will require sharing Subscriber’s Account Information (name, account number, service address, telephone number, email address, web site URL, information on Subscriber participation in other distributed generation serving the premises of the Subscriber, Subscriber specific Bill Credit(s)) and Subscriber’s Energy Use Data (the past, present and future electricity usage attributable to the Subscriber for the service address and account number identified for participation in the Community Solar Garden). The following outlines the type of information that will be shared, and how that information will be used. a. Subscriber’s Account Information and Subscriber Energy Usage Data. The Subscriber authorizes Northern States Power Company to provide the Community Solar Garden Operator (and the Community Solar Garden Operator’s designated subcontractors and agents) with the Subscriber’s Account Information and Subscriber’s Energy Usage Data as described in Section 4 above. This information is needed to allow the Community Solar Garden Operator determine the extent to which the Subscriber is entitled to participate in the Community Solar Garden, and to validate the amount of the Bill Credits to be provided by Northern States Power Company to the Subscriber. The current data privacy policies of Northern States Power Company applicable to its Solar*Rewards Community Program provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above are attached as Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form. These privacy policies include definitions of “Subscriber’s Account Information” and “Subscriber’s Energy Usage Data.” b. Subscriber’s Subscription Information: The Subscriber authorizes the Community Solar Garden Operator to provide information to Northern States Power Company identifying the Subscriber 64 (with the Subscriber’s name, service address, and account number) and detailing the Subscriber’s proportional share in kilowatts of the Community Solar Garden and to provide additional updates of this information to Northern States Power Company as circumstances change. This information is needed to allow Northern States Power Company to properly apply Bill Credits for the photovoltaic energy generated by the Community Solar Garden. Also, this information is needed to allow Northern States Power Company to send to the Subscriber notices or other mailings pertaining to their involvement in the Solar*Rewards Community Program. The Community Solar Garden Operator shall not disclose Subscriber information in annual reports or other public documents absent explicit, informed consent from the Subscriber. The Community Solar Garden Operator will not release any Subscriber data to third parties except to fulfill the regulated purposes of the Solar*Rewards Community Program, to comply with a legal or regulatory requirement, or upon explicit, informed consent from the Subscriber. c. Aggregated Information. Aggregated information concerning production at the Community Solar Garden may be publicly disclosed to support regulatory oversight of the Solar*Rewards Community Program. This includes annual reports available to the public related to specific Community Solar Gardens, including but not limited to production from the Community Solar Gardens; size, location and the type of Community Solar Garden subscriber groups; reporting on known complaints and the resolution of these complaints; lessons learned and any potential changes to the Solar*Rewards Community Program; reporting on Bill Credits earned and paid; and reporting on the application process. Aggregated information will not identify individual Subscribers or provide Subscriber-Specific Account Information, Subscriber-Specific Energy Usage Data or Subscriber-specific Bill Credits unless a Subscriber provides explicit informed consent. Depending on the nature of the aggregated information, however, it may still be possible to infer the amount of production attributed to individual Subscribers to the Community Solar Garden. The Subscriber agrees to the inclusion of its production information in the creation of the aggregated information. The Community Solar Garden Operator will not use aggregated information for purposes unrelated to the Solar*Rewards Community Program without first providing notice and obtaining further consent, unless the aggregated information is otherwise available as public information. The policies of Northern States Power Company related to sharing aggregated information are part of the data privacy policies contained in the attached Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form and should be provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above. d. Information Requests from the MPUC or the Department of Commerce. The Subscriber agrees that the Community Solar Garden Operator and Northern States Power Company are authorized to provide any information they possess related to the Subscriber or the Subscriber’s participation in the Community Solar Garden to the Minnesota Public Utilities Commission (MPUC), the Minnesota Department of Commerce, or the Minnesota Office of Attorney General. This information is needed to allow proper regulatory oversight of Northern States Power Company and of the Solar*Rewards Community Program. e. Liability Release. Northern States Power Company shall not be responsible for monitoring or taking any steps to ensure that the Community Solar Garden Operator maintains the confidentiality of the Subscriber’s Account Information, the Subscriber’s Energy Usage or the Bill Credits received pertaining to the Subscriber’s participation in the Community Solar Garden. 65 However, Northern States Power Company shall remain liable for its own inappropriate release of Subscriber’s Account Information and Subscriber’s Energy Use Data. f. Duration of Consent. The Subscriber’s consent to this information sharing shall be ongoing for the Term of the Contract between the Community Solar Garden Operator and Northern States Power Company, or until the Subscriber no longer has a Subscription to the Community Solar Garden and the Community Solar Garden Operator notifies Northern States Power Company of this fact through the CSG Application System. Provided, however, the Subscriber’s consent shall also apply thereafter to all such information of the Subscriber pertaining to that period of time during which the Subscriber had a Subscription to the Community Solar Garden. g. Modification. The above provisions addressing data privacy and in Exhibit 1 shall remain in place until and unless other requirements are adopted by the MPUC in its generic privacy proceeding, Docket No. E,G999/CI- 12-1344, or other MPUC Order. Northern States Power Company shall file necessary revisions to its tariffs and contracts within thirty (30) days of such Order. Subscriber’s Name: ______City of St. Anthony________________________ Subscriber’s Signature: __________________________________ Printed Name: _________________________________________ Date: ___________________________ 66 Solar*Rewards Community Subscriber Agency Agreement and Consent Form The undersigned (“Subscriber”) has a Subscription to the following Community Solar Garden: Community Solar Garden Name: USS DVL Solar LLC Community Solar Garden Address: 10289 102nd Street Waconia, MN 55387 Community Solar Garden Operator: US Solar Community Solar Garden contact information for Subscriber questions and complaints: Address (if different from above); US Solar 2150 Post Road, Suite 505 Fairfield, CT 06824 Telephone number: 203-505-6969 Email address: info@us-solar.com Web Site URL: http://www.us-solar.com Subscriber Name: City of St. Anthony Subscriber Service Address where receiving electrical service from Northern States Power Company: Please see attached spreadsheet for Subscriber Service Addresses. Subscriber’s Account Number with Northern States Power Company: Please see attached spreadsheet for Subscriber Account Numbers. By signing this Solar*Rewards Community Subscriber Agency Agreement and Consent Form, the Subscriber agrees to all of the following: 1. Assignment of Renewable Energy Credits (“RECs”), Energy and Capacity to Northern States Power Company, a Minnesota corporation. The Subscriber agrees that the Community Solar Garden Operator has authority to assign all energy produced and capacity associated with the photovoltaic energy system 67 at the Community Solar Garden to Northern States Power Company, and the Subscriber agrees that all energy produced, and capacity associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. The Subscriber also agrees that the Community Solar Garden Operator has authority to assign all RECs associated with the photovoltaic energy system at the Community Solar Garden to Northern States Power Company, and that if the Community Solar Garden or a person or entity on its behalf has assigned the RECs to Northern States Power Company, then all RECs associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. 2. Tax Implications. The Community Solar Garden Operator has provided the Subscriber with a statement that Northern States Power Company makes no representations concerning the taxable consequences to the Subscriber with respect to its Bill Credits to the Subscriber or other tax issues relating to participation in the Community Solar Garden. 3. Northern States Power Company hereby discloses to the Subscriber that it recognizes that not all production risk factors, such as grid-failure events or atypically cloudy weather, are within the Community Solar Garden Operator’s control. 4. Information Sharing. Participating in the Solar*Rewards Community Program will require sharing Subscriber’s Account Information (name, account number, service address, telephone number, email address, web site URL, information on Subscriber participation in other distributed generation serving the premises of the Subscriber, Subscriber specific Bill Credit(s)) and Subscriber’s Energy Use Data (the past, present and future electricity usage attributable to the Subscriber for the service address and account number identified for participation in the Community Solar Garden). The following outlines the type of information that will be shared, and how that information will be used. a. Subscriber’s Account Information and Subscriber Energy Usage Data. The Subscriber authorizes Northern States Power Company to provide the Community Solar Garden Operator (and the Community Solar Garden Operator’s designated subcontractors and agents) with the Subscriber’s Account Information and Subscriber’s Energy Usage Data as described in Section 4 above. This information is needed to allow the Community Solar Garden Operator determine the extent to which the Subscriber is entitled to participate in the Community Solar Garden, and to validate the amount of the Bill Credits to be provided by Northern States Power Company to the Subscriber. The current data privacy policies of Northern States Power Company applicable to its Solar*Rewards Community Program provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above are attached as Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form. These privacy policies include definitions of “Subscriber’s Account Information” and “Subscriber’s Energy Usage Data.” b. Subscriber’s Subscription Information: The Subscriber authorizes the Community Solar Garden Operator to provide information to Northern States Power Company identifying the Subscriber (with the Subscriber’s name, service address, and account number) and detailing the Subscriber’s proportional share in kilowatts of the Community Solar Garden and to provide additional updates of this information to Northern States Power Company as circumstances change. This information is needed to allow Northern States Power Company to properly apply Bill Credits for the photovoltaic energy generated by the Community Solar Garden. Also, this information is needed to allow Northern States Power Company to send to the Subscriber notices or other mailings pertaining to their involvement in the Solar*Rewards Community Program. The Community Solar Garden Operator shall not disclose Subscriber information in 68 annual reports or other public documents absent explicit, informed consent from the Subscriber. The Community Solar Garden Operator will not release any Subscriber data to third parties except to fulfill the regulated purposes of the Solar*Rewards Community Program, to comply with a legal or regulatory requirement, or upon explicit, informed consent from the Subscriber. c. Aggregated Information. Aggregated information concerning production at the Community Solar Garden may be publicly disclosed to support regulatory oversight of the Solar*Rewards Community Program. This includes annual reports available to the public related to specific Community Solar Gardens, including but not limited to production from the Community Solar Gardens; size, location and the type of Community Solar Garden subscriber groups; reporting on known complaints and the resolution of these complaints; lessons learned and any potential changes to the Solar*Rewards Community Program; reporting on Bill Credits earned and paid; and reporting on the application process. Aggregated information will not identify individual Subscribers or provide Subscriber-Specific Account Information, Subscriber-Specific Energy Usage Data or Subscriber-specific Bill Credits unless a Subscriber provides explicit informed consent. Depending on the nature of the aggregated information, however, it may still be possible to infer the amount of production attributed to individual Subscribers to the Community Solar Garden. The Subscriber agrees to the inclusion of its production information in the creation of the aggregated information. The Community Solar Garden Operator will not use aggregated information for purposes unrelated to the Solar*Rewards Community Program without first providing notice and obtaining further consent, unless the aggregated information is otherwise available as public information. The policies of Northern States Power Company related to sharing aggregated information are part of the data privacy policies contained in the attached Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form and should be provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above. d. Information Requests from the MPUC or the Department of Commerce. The Subscriber agrees that the Community Solar Garden Operator and Northern States Power Company are authorized to provide any information they possess related to the Subscriber or the Subscriber’s participation in the Community Solar Garden to the Minnesota Public Utilities Commission (MPUC), the Minnesota Department of Commerce, or the Minnesota Office of Attorney General. This information is needed to allow proper regulatory oversight of Northern States Power Company and of the Solar*Rewards Community Program. e. Liability Release. Northern States Power Company shall not be responsible for monitoring or taking any steps to ensure that the Community Solar Garden Operator maintains the confidentiality of the Subscriber’s Account Information, the Subscriber’s Energy Usage or the Bill Credits received pertaining to the Subscriber’s participation in the Community Solar Garden. However, Northern States Power Company shall remain liable for its own inappropriate release of Subscriber’s Account Information and Subscriber’s Energy Use Data. f. Duration of Consent. The Subscriber’s consent to this information sharing shall be ongoing for the Term of the Contract between the Community Solar Garden Operator and Northern States Power Company, or until the Subscriber no longer has a Subscription to the Community Solar Garden and the Community Solar Garden Operator notifies Northern States Power Company of this fact through the CSG Application System. Provided, however, the Subscriber’s consent shall also apply thereafter to all such information of the Subscriber pertaining to that period of time during which the Subscriber had a Subscription to the Community Solar Garden. 69 g.Modification. The above provisions addressing data privacy and in Exhibit 1 shall remain in place until and unless other requirements are adopted by the MPUC in its generic privacy proceeding, Docket No. E,G999/CI- 12-1344, or other MPUC Order. Northern States Power Company shall file necessary revisions to its tariffs and contracts within thirty (30) days of such Order. Subscriber’s Name: ______City of St. Anthony________________________ Subscriber’s Signature: __________________________________ Printed Name: _________________________________________ Date: ___________________________ 70 Solar*Rewards Community Subscriber Agency Agreement and Consent Form The undersigned (“Subscriber”) has a Subscription to the following Community Solar Garden: Community Solar Garden Name: USS King 2 Solar LLC Community Solar Garden Address: 12695 County Road 32 Waconia, MN 55387 Community Solar Garden Operator: US Solar Community Solar Garden contact information for Subscriber questions and complaints: Address (if different from above); US Solar 2150 Post Road, Suite 505 Fairfield, CT 06824 Telephone number: 203-505-6969 Email address: info@us-solar.com Web Site URL: http://www.us-solar.com Subscriber Name: City of St. Anthony Subscriber Service Address where receiving electrical service from Northern States Power Company: Please see attached spreadsheet for Subscriber Service Addresses. Subscriber’s Account Number with Northern States Power Company: Please see attached spreadsheet for Subscriber Account Numbers. By signing this Solar*Rewards Community Subscriber Agency Agreement and Consent Form, the Subscriber agrees to all of the following: 1. Assignment of Renewable Energy Credits (“RECs”), Energy and Capacity to Northern States Power Company, a Minnesota corporation. The Subscriber agrees that the Community Solar Garden Operator has authority to assign all energy produced and capacity associated with the photovoltaic energy system 71 at the Community Solar Garden to Northern States Power Company, and the Subscriber agrees that all energy produced, and capacity associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. The Subscriber also agrees that the Community Solar Garden Operator has authority to assign all RECs associated with the photovoltaic energy system at the Community Solar Garden to Northern States Power Company, and that if the Community Solar Garden or a person or entity on its behalf has assigned the RECs to Northern States Power Company, then all RECs associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. 2. Tax Implications. The Community Solar Garden Operator has provided the Subscriber with a statement that Northern States Power Company makes no representations concerning the taxable consequences to the Subscriber with respect to its Bill Credits to the Subscriber or other tax issues relating to participation in the Community Solar Garden. 3. Northern States Power Company hereby discloses to the Subscriber that it recognizes that not all production risk factors, such as grid-failure events or atypically cloudy weather, are within the Community Solar Garden Operator’s control. 4. Information Sharing. Participating in the Solar*Rewards Community Program will require sharing Subscriber’s Account Information (name, account number, service address, telephone number, email address, web site URL, information on Subscriber participation in other distributed generation serving the premises of the Subscriber, Subscriber specific Bill Credit(s)) and Subscriber’s Energy Use Data (the past, present and future electricity usage attributable to the Subscriber for the service address and account number identified for participation in the Community Solar Garden). The following outlines the type of information that will be shared, and how that information will be used. a. Subscriber’s Account Information and Subscriber Energy Usage Data. The Subscriber authorizes Northern States Power Company to provide the Community Solar Garden Operator (and the Community Solar Garden Operator’s designated subcontractors and agents) with the Subscriber’s Account Information and Subscriber’s Energy Usage Data as described in Section 4 above. This information is needed to allow the Community Solar Garden Operator determine the extent to which the Subscriber is entitled to participate in the Community Solar Garden, and to validate the amount of the Bill Credits to be provided by Northern States Power Company to the Subscriber. The current data privacy policies of Northern States Power Company applicable to its Solar*Rewards Community Program provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above are attached as Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form. These privacy policies include definitions of “Subscriber’s Account Information” and “Subscriber’s Energy Usage Data.” b. Subscriber’s Subscription Information: The Subscriber authorizes the Community Solar Garden Operator to provide information to Northern States Power Company identifying the Subscriber (with the Subscriber’s name, service address, and account number) and detailing the Subscriber’s proportional share in kilowatts of the Community Solar Garden and to provide additional updates of this information to Northern States Power Company as circumstances change. This information is needed to allow Northern States Power Company to properly apply Bill Credits for the photovoltaic energy generated by the Community Solar Garden. Also, this information is needed to allow Northern States Power Company to send to the Subscriber notices or other mailings pertaining to their involvement in the Solar*Rewards Community Program. The Community Solar Garden Operator shall not disclose Subscriber information in 72 annual reports or other public documents absent explicit, informed consent from the Subscriber. The Community Solar Garden Operator will not release any Subscriber data to third parties except to fulfill the regulated purposes of the Solar*Rewards Community Program, to comply with a legal or regulatory requirement, or upon explicit, informed consent from the Subscriber. c. Aggregated Information. Aggregated information concerning production at the Community Solar Garden may be publicly disclosed to support regulatory oversight of the Solar*Rewards Community Program. This includes annual reports available to the public related to specific Community Solar Gardens, including but not limited to production from the Community Solar Gardens; size, location and the type of Community Solar Garden subscriber groups; reporting on known complaints and the resolution of these complaints; lessons learned and any potential changes to the Solar*Rewards Community Program; reporting on Bill Credits earned and paid; and reporting on the application process. Aggregated information will not identify individual Subscribers or provide Subscriber-Specific Account Information, Subscriber-Specific Energy Usage Data or Subscriber-specific Bill Credits unless a Subscriber provides explicit informed consent. Depending on the nature of the aggregated information, however, it may still be possible to infer the amount of production attributed to individual Subscribers to the Community Solar Garden. The Subscriber agrees to the inclusion of its production information in the creation of the aggregated information. The Community Solar Garden Operator will not use aggregated information for purposes unrelated to the Solar*Rewards Community Program without first providing notice and obtaining further consent, unless the aggregated information is otherwise available as public information. The policies of Northern States Power Company related to sharing aggregated information are part of the data privacy policies contained in the attached Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form and should be provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above. d. Information Requests from the MPUC or the Department of Commerce. The Subscriber agrees that the Community Solar Garden Operator and Northern States Power Company are authorized to provide any information they possess related to the Subscriber or the Subscriber’s participation in the Community Solar Garden to the Minnesota Public Utilities Commission (MPUC), the Minnesota Department of Commerce, or the Minnesota Office of Attorney General. This information is needed to allow proper regulatory oversight of Northern States Power Company and of the Solar*Rewards Community Program. e. Liability Release. Northern States Power Company shall not be responsible for monitoring or taking any steps to ensure that the Community Solar Garden Operator maintains the confidentiality of the Subscriber’s Account Information, the Subscriber’s Energy Usage or the Bill Credits received pertaining to the Subscriber’s participation in the Community Solar Garden. However, Northern States Power Company shall remain liable for its own inappropriate release of Subscriber’s Account Information and Subscriber’s Energy Use Data. f. Duration of Consent. The Subscriber’s consent to this information sharing shall be ongoing for the Term of the Contract between the Community Solar Garden Operator and Northern States Power Company, or until the Subscriber no longer has a Subscription to the Community Solar Garden and the Community Solar Garden Operator notifies Northern States Power Company of this fact through the CSG Application System. Provided, however, the Subscriber’s consent shall also apply thereafter to all such information of the Subscriber pertaining to that period of time during which the Subscriber had a Subscription to the Community Solar Garden. 73 g. Modification. The above provisions addressing data privacy and in Exhibit 1 shall remain in place until and unless other requirements are adopted by the MPUC in its generic privacy proceeding, Docket No. E,G999/CI- 12-1344, or other MPUC Order. Northern States Power Company shall file necessary revisions to its tariffs and contracts within thirty (30) days of such Order. Subscriber’s Name: ______City of St. Anthony________________________ Subscriber’s Signature: __________________________________ Printed Name: _________________________________________ Date: ___________________________ 74 Solar*Rewards Community Subscriber Agency Agreement and Consent Form The undersigned (“Subscriber”) has a Subscription to the following Community Solar Garden: Community Solar Garden Name: USS Lake Patterson Solar LLC Community Solar Garden Address: 9100 Highway 25 North Cologne, MN 55322 Community Solar Garden Operator: US Solar Community Solar Garden contact information for Subscriber questions and complaints: Address (if different from above); US Solar 2150 Post Road, Suite 505 Fairfield, CT 06824 Telephone number: 203-505-6969 Email address: info@us-solar.com Web Site URL: http://www.us-solar.com Subscriber Name: City of St. Anthony Subscriber Service Address where receiving electrical service from Northern States Power Company: Please see attached spreadsheet for Subscriber Service Addresses. Subscriber’s Account Number with Northern States Power Company: Please see attached spreadsheet for Subscriber Account Numbers. By signing this Solar*Rewards Community Subscriber Agency Agreement and Consent Form, the Subscriber agrees to all of the following: 1. Assignment of Renewable Energy Credits (“RECs”), Energy and Capacity to Northern States Power Company, a Minnesota corporation. The Subscriber agrees that the Community Solar Garden Operator has authority to assign all energy produced and capacity associated with the photovoltaic energy system 75 at the Community Solar Garden to Northern States Power Company, and the Subscriber agrees that all energy produced, and capacity associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. The Subscriber also agrees that the Community Solar Garden Operator has authority to assign all RECs associated with the photovoltaic energy system at the Community Solar Garden to Northern States Power Company, and that if the Community Solar Garden or a person or entity on its behalf has assigned the RECs to Northern States Power Company, then all RECs associated with the Subscriber’s share of the photovoltaic energy system at the Community Solar Garden shall belong to Northern States Power Company. 2. Tax Implications. The Community Solar Garden Operator has provided the Subscriber with a statement that Northern States Power Company makes no representations concerning the taxable consequences to the Subscriber with respect to its Bill Credits to the Subscriber or other tax issues relating to participation in the Community Solar Garden. 3. Northern States Power Company hereby discloses to the Subscriber that it recognizes that not all production risk factors, such as grid-failure events or atypically cloudy weather, are within the Community Solar Garden Operator’s control. 4. Information Sharing. Participating in the Solar*Rewards Community Program will require sharing Subscriber’s Account Information (name, account number, service address, telephone number, email address, web site URL, information on Subscriber participation in other distributed generation serving the premises of the Subscriber, Subscriber specific Bill Credit(s)) and Subscriber’s Energy Use Data (the past, present and future electricity usage attributable to the Subscriber for the service address and account number identified for participation in the Community Solar Garden). The following outlines the type of information that will be shared, and how that information will be used. a. Subscriber’s Account Information and Subscriber Energy Usage Data. The Subscriber authorizes Northern States Power Company to provide the Community Solar Garden Operator (and the Community Solar Garden Operator’s designated subcontractors and agents) with the Subscriber’s Account Information and Subscriber’s Energy Usage Data as described in Section 4 above. This information is needed to allow the Community Solar Garden Operator determine the extent to which the Subscriber is entitled to participate in the Community Solar Garden, and to validate the amount of the Bill Credits to be provided by Northern States Power Company to the Subscriber. The current data privacy policies of Northern States Power Company applicable to its Solar*Rewards Community Program provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above are attached as Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form. These privacy policies include definitions of “Subscriber’s Account Information” and “Subscriber’s Energy Usage Data.” b. Subscriber’s Subscription Information: The Subscriber authorizes the Community Solar Garden Operator to provide information to Northern States Power Company identifying the Subscriber (with the Subscriber’s name, service address, and account number) and detailing the Subscriber’s proportional share in kilowatts of the Community Solar Garden and to provide additional updates of this information to Northern States Power Company as circumstances change. This information is needed to allow Northern States Power Company to properly apply Bill Credits for the photovoltaic energy generated by the Community Solar Garden. Also, this information is needed to allow Northern States Power Company to send to the Subscriber notices or other mailings pertaining to their involvement in the Solar*Rewards Community Program. The Community Solar Garden Operator shall not disclose Subscriber information in 76 annual reports or other public documents absent explicit, informed consent from the Subscriber. The Community Solar Garden Operator will not release any Subscriber data to third parties except to fulfill the regulated purposes of the Solar*Rewards Community Program, to comply with a legal or regulatory requirement, or upon explicit, informed consent from the Subscriber. c. Aggregated Information. Aggregated information concerning production at the Community Solar Garden may be publicly disclosed to support regulatory oversight of the Solar*Rewards Community Program. This includes annual reports available to the public related to specific Community Solar Gardens, including but not limited to production from the Community Solar Gardens; size, location and the type of Community Solar Garden subscriber groups; reporting on known complaints and the resolution of these complaints; lessons learned and any potential changes to the Solar*Rewards Community Program; reporting on Bill Credits earned and paid; and reporting on the application process. Aggregated information will not identify individual Subscribers or provide Subscriber-Specific Account Information, Subscriber-Specific Energy Usage Data or Subscriber-specific Bill Credits unless a Subscriber provides explicit informed consent. Depending on the nature of the aggregated information, however, it may still be possible to infer the amount of production attributed to individual Subscribers to the Community Solar Garden. The Subscriber agrees to the inclusion of its production information in the creation of the aggregated information. The Community Solar Garden Operator will not use aggregated information for purposes unrelated to the Solar*Rewards Community Program without first providing notice and obtaining further consent, unless the aggregated information is otherwise available as public information. The policies of Northern States Power Company related to sharing aggregated information are part of the data privacy policies contained in the attached Exhibit 1 of this Solar*Rewards Community Subscriber Agency Agreement and Consent Form and should be provided to the Subscriber by the Community Solar Garden Operator pursuant Section 3 above. d. Information Requests from the MPUC or the Department of Commerce. The Subscriber agrees that the Community Solar Garden Operator and Northern States Power Company are authorized to provide any information they possess related to the Subscriber or the Subscriber’s participation in the Community Solar Garden to the Minnesota Public Utilities Commission (MPUC), the Minnesota Department of Commerce, or the Minnesota Office of Attorney General. This information is needed to allow proper regulatory oversight of Northern States Power Company and of the Solar*Rewards Community Program. e. Liability Release. Northern States Power Company shall not be responsible for monitoring or taking any steps to ensure that the Community Solar Garden Operator maintains the confidentiality of the Subscriber’s Account Information, the Subscriber’s Energy Usage or the Bill Credits received pertaining to the Subscriber’s participation in the Community Solar Garden. However, Northern States Power Company shall remain liable for its own inappropriate release of Subscriber’s Account Information and Subscriber’s Energy Use Data. f. Duration of Consent. The Subscriber’s consent to this information sharing shall be ongoing for the Term of the Contract between the Community Solar Garden Operator and Northern States Power Company, or until the Subscriber no longer has a Subscription to the Community Solar Garden and the Community Solar Garden Operator notifies Northern States Power Company of this fact through the CSG Application System. Provided, however, the Subscriber’s consent shall also apply thereafter to all such information of the Subscriber pertaining to that period of time during which the Subscriber had a Subscription to the Community Solar Garden. 77 g. Modification. The above provisions addressing data privacy and in Exhibit 1 shall remain in place until and unless other requirements are adopted by the MPUC in its generic privacy proceeding, Docket No. E,G999/CI- 12-1344, or other MPUC Order. Northern States Power Company shall file necessary revisions to its tariffs and contracts within thirty (30) days of such Order. Subscriber’s Name: ______City of St. Anthony________________________ Subscriber’s Signature: __________________________________ Printed Name: _________________________________________ Date: ___________________________ 78 Date Type Staff Present July 10 Regular Planning Commission items from June Quarterly Donations & Grants Quarterly Goals Update City Council City Manager July 24 Regular Night to Unite Presentation Night to Unite Proclamation Liquor Operations Mid Year Report VillageFest Presentation City Council City Manager Police Chief Liquor Op Mgr July 31 Special 5:30 p.m.Joint Meeting with School Board City Council City Manager August 14 Regular 8:00 p.m. Planning Commission items from July SANB #282 Presentation City Council City Manager August 28 Regular Budget Presentation Sheriff Stanek presentation City Council City Manager Finance Director September 11 Regular Planning Commission items from August Commissioner Mary Jo McGuire 2019 Preliminary Operating Budget and Levy-Public Hearing Kiwanis Peanut Day Approve 2019/2020 Street & Utility Recon Feasibility Study & order 2019 Plans and Specs City Council City Manager Finance Director City Engineer September 25 Regular Fire Prevention Presentation City Council City Manager Fire Dept October 9 Regular Planning Commission items from September Quarterly Donations & Grants Certification of Delinquent Utility Accounts-Consent Agenda Certification of Delinquent Waste Hauler Accounts-Consent Agenda City Council City Manager October 23 Regular City Council City Manager October 30 Special 5:30 p.m.Joint Meeting with School Board City Council City Manager FUTURE COUNCIL AGENDA ITEMS 2018 79 Date Type Staff Present FUTURE COUNCIL AGENDA ITEMS November 13 Regular Planning Commission items from October 1st Reading Water, Sewer, & Stormwater City Council City Manager November 27 Regular Fire Prevention Poster Winners Water Conservation Poster Winners 2nd Reading Water, Sewer, & Stormwater City Council City Manager Fire Dept Public Works Director December 11 Regular Planning Commission items from November Appoint Parks and Planning Commissioners and Chair/Vice Chairs Setting Salary of City Manager Authorizing Transfers & Closing of Specified Funds Setting the 2019 City & HRA Budgets and Final Property Tax Levy -Public Hearing Final Reading Water, Sewer, & Stormwater 2019 Fee Schedule 2019 Street Project Approve Plans & Specifications, Authorize Advertisement for Bids City Council City Manager Finance Director City Engineer December 26 Regular City Council City Manager January 8 Regular Planning Commission items from December Housekeeping Resolutions Resolution for the Street Improvement Bond Reimbursement Quarterly Donations & Grants City Council City Manager January__Special 9:00 a.m.Goal Setting City Council City Manager Dept Heads January__Special 8:30 a.m.Goal Setting City Council City Manager Dept Heads January 22 Regular 2019 Parks Commission Work Plan- (motion only) City Council City Manager February 12 Regular Planning Commission items from January 2019 Street Project Call for Hearing on Improvements, Call for Hearing on Assessments, Order Preparation of Assessments Snow Plowing presentation City Council City Manager City Engineer Public Works Director February 26 Regular Administration Annual Report Adoption of Strategic Plan City Council City Manager 2019 80 Date Type Staff Present FUTURE COUNCIL AGENDA ITEMS March 12 Regular Planning Commission Items from February Presentation from Ramsey County Sheriff Jack Serier Liquor Annual Report Fire Annual Report Liquor License Renewals GreenCorp Member application-resolution City Council City Manager Fire Dept Liquor Op Manager March 26 Regular 2019 Street Project Public Hearing, Order Improvements, Adopt & Confirm Assessments, Award Contract for Construction, Call for Sale of GO Bonds Police Annual Report City Council City Manager Police Dept City Engineer April 9 Regular Planning Commission Items from March Quarterly Donations & Grants Public Works Annual Report Spirit of St. Anthony Award City Council City Manager Public Works Director April 23 Regular Arbor Day Proclamation 1st Quarter Goals Update 2019 Street Project Approve Sale of Bonds Students in Governement Presentation 2019 Planning Commission Work Plan-(motion only) City Council City Manager City Planner May 14 Regular Planning Commission items from April Chamber of the Year and Business of the Year Finance Annual Report Public Hearing-Budget Calendar City Council City Manager Finance Director May 28 Regular Salo Park Concert Series Insurance Renewal Tort Limits - Consent Order 2021 Street & Utility Recon Feasibility Study City Council City Manager City Engineer May_Special 4:30 p.m.Tour of the City City Council City Manager June 11 Regular Planning Commission Items from May City Council City Manager June 25 Regular Audit Presentation City Council City Manager Finance Director 81 7 v «, / \ » \ q % \ x c \ \ \ t� , g y .. � \ R \ ƒ \ r � ƒ� s � i� � m / » Cal x \ t� , g y .. � \ � \ ƒ \ \ c i� m � � \ � R a k� \(( 2 °� ®E g�7 §g $/n§� /(ƒ/7 §f'�k �\� {\ E�f7 \2/[ ) �§ , \ /)f| \( \ \( ;&�«7 n�E \» $?nee /(ƒ/7 `� ©E§ � \ \ \k \2f/ ) �§ \ § \ / § \ \ \ q \ q