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06.18.18 Council Packet
Meeting Location: Farmington Farmington City Hall Minnesota 430 Third Street Farmington,MN 55024 CITY COUNCIL REGULAR MEETING AGENDA JUNE 18, 2018 7:00 P.M. Action Taken 1. CALL TO ORDER 7:00 P.M. 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. APPROVE AGENDA S. ANNOUNCEMENTS/COMMENDATIONS 6. CITIZEN COMMENTS/RESPONSES TO COMMENTS(This time is reserved for citizen comments regarding non-agenda items. No official action can be taken on these items. Speakers are limited to five minutes to address the city council during citizen comment time.) 7. CONSENT AGENDA a) Approve Minutes of the June 4, 2018 City Council Meeting—Administration Approved b) Approve Minutes of the June 11, 2018 City Council Work Session— Administration Approved c) Approve Agreement with Helm Electric to Light City Entrance Sign—Parks Approved d) Adopt Resolution Accepting a Donation from Dakota Electric for Pollution Prevention Day—Public Works R21-18 e) Approve Solid Waste Policy Update—Public Works Approved f) Approve Community Solar Garden Subscription Contract—Public Works Approved g) Appointment Recommendation Fire Department—Human Resources Approved h) Appointment Recommendation Fire Department—Human Resources Approved i) Appointment Recommendation Fire Department—Human Resources Approved j) Approve Position Reclassification Finance—Human Resources Approved k) Approve Position Reclassification Information Technology—Human Resources Approved 1) Approve Replacement of City Hall UPS—Human Resources Approved m) Approve Seasonal Hiring—Human Resources Approved n) Adopt Resolution Declaring Surplus Property—Fire R22-18 o) Acknowledge Financial Review for Quarter Ended March 31, 2018 - Finance Acknowledged p) Approve Bills - Finance Approved REGULAR AGENDA 8. PUBLIC HEARINGS 9. AWARD OF CONTRACT a) Agreement with Wold Architects and Engineers for Preliminary Design and Construction Cost Estimates for Schmitz-Maki Arena Improvements Approved b) Award Contract for City Hall Office Renovation Project for USDA Lease Space R23-18 c) Westview Street and Utility Improvement Project Professional Services Contract Approved 10. PETITIONS,REQUESTS AND COMMUNICATIONS 11. UNFINISHED BUSINESS a) Franchise Renewal for Charter Cable R24-18; Ord 018-739 12. NEW BUSINESS 13. CITY COUNCIL ROUNDTABLE 14. ADJOURN t4FARI,4,, City of Farmington 430 Third Street oa W Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 , ,w' ' www.ci.farmington.mn.us AMBO TO: Mayor, Councilmembers and City Administrator FROM: David McKnight, City Administrator SUBJECT: Approve Minutes of the June 4, 2018 City Council Meeting-Administration DATE: June 18, 2018 INTRODUCTION Attached for your review are the minutes of the June 4, 2018 city council meeting. DISCUSSION NA BUDGET IMPACT NA ACTION REQUESTED Approve the minutes of the June 4, 2018 city council meeting. ATTACHMENTS: Type Description D Backup Material June 4, 2018 City Council Minutes CITY OF FARMINGTON CITY COUNCIL MINUTES REGULAR MEETING JUNE 4, 2018 1. Call to Order Mayor Larson called the meeting to order at 7:00 p.m. 2. Pledge of Allegiance Mayor Larson led those in attendance in the pledge of allegiance. 3. Roll Call Present-Larson, Bernhjelm and Craig Absent-Bartholomay and Donnelly Staff Present-Administrator McKnight, Public Works Director Gehler and Parks and Recreation Director Distad. 4. Agenda Motion by Bernhjelm, second by Craig, to approve the agenda as presented. APIF, motion carried. 5. Announcements/Commendations a) Minnesota Recreation and Parks Association Award of Excellence Presentation for Vermillion River and Trail Improvement Project Jason Isle of the Minnesota Recreation and Parks Association Awards Committee presented the Farmington Parks and Recreation Department with the Award of Excellence for the Vermillion River and Trail Improvement Project that was completed in 2017. Parks and Recreation Director Distad thanked a number of partners that participated in the project including the Vermillion River Watershed Joint Powers Board, the Dakota County SWCD, the Minnesota DNR and Dakota County. b) Dakota County Commissioner Mike Slavik Dakota County Commissioner Mike Slavik presented the city council with an update on county activities. Some of the topics discussed included the success of partnerships with the city, the June 4, 2018 Minutes - 1- recent RIG grant awarded to the city,the sale of CDA owned lots near the Twin Ponds development, road construction projects, the transportation sales and use tax and other items. City councilmembers thanked Commissioner Slavik for his presentation and for his work representing Farmington with the county board. 6. Citizen Comments None 7. Consent Agenda Motion by Bernhjelm, second by Craig, to approve the consent agenda: a) Approve Minutes of the May 21, 2018 City Council Meeting-Administration b) Approve 2019 ALF Ambulance Budget-Administration c) Adopt Resolution R20-2018 Declaring Surplus Pool Equipment and Authorize Advertisement for Sale-Parks d) Appointment Recommendation Police Department-Human Resources e) Appointment Recommendation Fire Department-Human Resources f) Appointment Recommendation Fire Department-Human Resources g) Appointment Recommendation Fire Department-Human Resources h) Appointment Recommendation Fire Department-Human Resources i) Appointment Recommendation Fire Department-Human Resources j) Appointment Recommendation Fire Department-Human Resources k) Appointment Recommendation Fire Department-Human Resources I) Appointment Recommendation Fire Department-Human Resources m) Appointment Recommendation Liquor Operations-Human Resources n) Approve Seasonal Hiring-Human Resources o) Approve Bills-Finance APIF, motion carried 8. Public Hearings None 9. Award of Contract None 10. Petitions, Requests and Communications None June 4, 2018 Minutes -2 - 11. Unfinished Business None 12. New Business a) Joint Powers Agreement with Dakota County to Fund a Bike Pedestrian Plan Parks and Recreation Director Distad reminded the city council that at their January 16, 2018 meeting they approved an application for funding for the Statewide Health Improvement Program (SHIP). The SHIP program assists individuals in leading stronger and healthier lives by preventing disease due to poor nutrition and lack of physical activities. The city was recently informed that a $32,000 grant was awarded from Dakota County to help complete our Bike Pedestrian Plan. SHIP funding does require a 10% local match, in this case $3,200, that can be paid for through cash or in-kind services. Distad estimated that an RFP process will be started later this summer to hire a consultant to lead the city through the development of this plan. The SHIP funding will be available starting November 1, 2018. Councilmember Bernhjelm asked in regards to the $3,200 the city is responsible for, it we do not spend it all can this money be used elsewhere and if it is more than $3,200 how do we deal with that. Distad responded we could not spend any lower costs on other items and the city would work to ensure that our costs do not exceed $3,200. Councilmember Craig asked if the existing trail plans we have will save some time and money on this plan. Distad stated the existence of plans will save time and money and clarified that this new plan will focus on gaps in our trail system. Bernhjelm asked if the consultant will assist in marketing of this asset? Distad stated yes. Motion by Bernhjelm, second by Craig, to approve a joint powers agreement with Dakota County for the $32,000 in SHIP funding and authorize the use of up to $3,200 in matching funds from the professional services line item in the park maintenance budget. APIF, motion carried. b) Joint Powers Agreement with Dakota County for Akin Road Drainage Improvements Public Works Director Gehler presented a joint powers agreement with Dakota County for the Akin Road drainage improvement project. As a result of the recent 195th Street improvement project, drainage concerns have been expressed by the Bible Baptist Church. The city has worked with the church and the county to try and resolve this issue. Dakota County has agreed to share in the cost of this project up to $105,650. The financial split of June 4, 2018 Minutes -3 - 55%/45% applies to this project and the county board recently approved the joint powers agreement. City staff has completed the design for the new storm water system and will bid the project once the joint powers agreement is approved. The estimated cost of the project is $205,000. Councilmember Bernhjelm clarified the county financial contribution policy that applies to this project. Motion by Craig, second by Bernhjelm, to approve the joint powers agreement for engineering, right of way acquisition and construction between the City of Farmington and Dakota County for drainage improvements on Akin Road. APIF, motion carried. c) Well #9 Professional Services Contract Public Works Director Gehler presented the request for proposal results for engineering services related to the siting, design and construction support of a new municipal well. The request for proposal was provided to three firms who have a history of working with our water system. A group of city staff members reviewed the three proposals submitted based off of a predetermined set of criteria. The Water Board reviewed the city staff committee recommendation for the award of the contract to Barr Engineering at their meeting on May 30, 2018. Gehler reviewed how the project schedule change of moving this project into 2018 would require an amendment to the 2018 water fund budget. The revenue for this project is the fund balance that exists today. Councilmember Craig verified the changes that were being requested to the 2018 budget as a result of moving this project into 2018. Motion by Bernhjelm, second by Craig, to approve a contract with Barr Engineering in an amount of$142,400 and amend the 2018 water fund budget in the same amount. APIF, motion carried. 13. City Council Roundtable Craig-Thanked the Veterans Memorial Committee for the recent addition of the soldier and thanked everyone who attended the unveiling ceremony last week. McKnight-Reminded residents that Dew Days will take place next week. June 4, 2018 Minutes -4- Larson-Encouraged residents to shop local. Adjourn Motion by Bernhjelm, second by Craig, to adjourn the meeting at 7:37 p.m. APIF, motion carried. Respectfully Submitted David McKnight, City Administrator June 4, 2018 Minutes -5- yAiitRHI�� City of Farmington hiiiii p 430 Third Street acFarmington, Minnesota 651.280.6800 - Fax 651.280.6899 +A ,. www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: David McKnight, City Administrator SUBJECT: Approve Minutes of the June 11, 2018 City Council Work Session-Administration DATE: June 18, 2018 INTRODUCTION Attached for your review are the minutes of the June 11, 2018 city council work session. DISCUSSION NA BUDGET IMPACT NA ACTION REQUESTED Approve the minutes of the June 11, 2018 city council work session. ATTACHMENTS: Type Description D Backup Material June 11, 2018 Work Session Minutes CITY OF FARMINGTON CITY COUNCIL MINUTES WORK SESSION JUNE 11, 2018 Mayor Larson called the work session to order at 6:00 p.m. Roll Call Present-Larson, Bartholomay (6:13 p.m.), Bernhjelm and Craig Absent-Donnelly Also Present-Administrator McKnight, Community Development Director Kienberger, Parks and Recreation Director Distad, Fire Chief Elvestad, Finance Director Malecha, Human Resources Director Wendlandt. Municipal Services Coordinator Larson and Public Works Director Gehler. Agenda Motion by Bernhjelm, second by Craig,to approve the agenda. APIF, motion carried. Solid Waste Operational Changes Public Works Director Gehler provided an update on operational changes that will need to occur as a result of continued regulatory changes in the solid waste industry. Solid waste tipping fees have been increasing and late in 2017 the managing board of the Ramsey/Washington County processing facility increased tipping fees from $70 to $94 per ton. They will also not be accepting waste from haulers outside of those two counties starting in 2019. For 2018 the solid waste fund was in a position to absorb the tipping fee increase. The use of fund balance dollars for 2019 is not sustainable. Most of the services in the solid waste fund are required to provide the service. One area identified that is not required is the annual curbside cleanup day. Each year we allocate approximately$200,000 for the event. Continued regulatory requirements to process waste, instead of straight landfilling, have continued to either erode the service or increase the costs related to the event. For 2019 any carpet picked up will have to be recycled which is the similar issue to what drove the discontinuation of mattresses in 2018 and other materials in the past. Furniture will likely be in the next few years as well. Given the continued changes, staff has researched options used by other communities. Staff is recommending the following clean-up day transition: 2018 ✓ Annual clean-up day was held. June 11, 2018 Work Session Minutes - 1 - ✓ Add a mattress to drop-off to the Household Hazardous Waste Day in September for a fee of$15 per mattress or box spring. The actual cost of mattress processing is estimated at $30 so the city would support half of the cost. 2019 ✓ Hold the annual clean-up day and discontinue collection of carpet. ✓ At the Household Hazardous Waste Day, arrange for mattress drop-off and carpet drop- off provided there is room and a vendor available. 2020 ✓ The city will be renegotiating our contract with our recycling hauler. Change to the option of a scheduled pick-up service to this contract and negotiate reduced rates per item. The city council could explore reallocating clean-up day costs to buying down the rates. Councilmember Craig asked what people will do with the waste we will no longer collect. Gehler stated that more and more is recycled as opposed to going into the landfill. Councilmember Bernhjelm stated she supports the proposal, but not the subsidy for mattress collection. She also supports the percentage increase approach in scenario one to solid waste fees. Councilmember Craig stated that she supports the changes as proposed, minus the mattress subsidy. We should also start to communicate these upcoming changes to residents soon. Mayor Larson asked how we will determine a charge for carpet collection. Gehler stated that this issue will need to be determined in the near future. Bernhjelm asked if the contract renegotiations after 2019 would include potential recycling every week. Municipal Services Coordinator Larson stated that is the intent. The consensus of the city council was support of the plan as proposed, no mattress subsidy, staff will bring back solid waste rates with a phased in plan with regular increases for inflation. Solid Waste Service Exception Policy Public Works Director Gehler reviewed state statute requirements for solid waste collection and exemptions. City code, section 7-1-2, does allow exemptions from solid waste collection if a home or business ensures that an environmentally sound alternative is used. In the mid- 2000's there was discussion surrounding the excessive use of exemptions and the city updated both the ordinance language and internal processes to address the issue. Section 7-1-2 (a) allows the city to exempt service "fore extenuating or unusual circumstances." While this language is meant to allow staff flexibility in evaluating special circumstances on a June 11, 2018 Work Session Minutes -2- case-by-case basis, it has allowed room for personal interpretation as well. In practice, staff has developed and used a permitting process to collect information related to the individual circumstances and has general criteria that are used to determine appropriate reasons for discontinuation of service: 1. Snow birds are allowed to apply for a temporary six-month discontinuation of service. A $30 fee applies to pick up and redeliver the container. 2. Other vacancy circumstances are allowed using a temporary six-month discontinuation of service similar to snow birds. Circumstances where this has been allowed are vacancies due to extended home sale (foreclosures), owner death, property fire, structure demo, etc. This has been the approach taken by city staff. Staff is looking to see if the city council continues to support this approach. The city council was in support of staff's approach to this issue. City staff will develop a policy for city council consideration and place it on an upcoming city council agenda. Lighting and Cleaning City Entrance Signs Parks and Recreation Director Distad reminded the city council one of their special project goals for this year was to light and clean the five city entrance signs. To date, all five entrance signs and similar signs at the police department and fire station #2 have been cleaned. Bids to light the entrance sign on Pilot Knob Road have been obtained. The quote to use solar energy is $5,170 and the quote for regular LED lighting is $4,785. Distad reviewed the pros and cons of each approach. Mayor Larson was willing to try this with one sign to start out with. Councilmember Craig thought it was a good idea but wants to see how this impacts the 2019 budget. Councilmember Bernhjelm asked about the estimated monthly cost for lighting the sign. Administrator McKnight stated that the monthly electrical cost for the EDA owned downtown sign is between $18-$20 per month. Bernhjelm would like to see the sign lighting installed before more homes are built on the city border. McKnight stated that if the city council wants to move forward with this project the funds would come from liquor store profits. June 11, 2018 Work Session Minutes -3 - Councilmember Bartholomay supports the project and the use of liquor store profits. The city council directed staff to move the lighting project forward for the Pilot Knob entrance sign. Draft 2019 Budget Review Administrator McKnight presented the draft 2019/2020 budget for city council review. McKnight reviewed a variety of city and financial related topics including: 1. Financial health of the community 2. Specific issues of importance in the 2019 budget 3. 2030 financial plan 4. 2019 draft budgets 5. 2019 transfer budget The 2019 draft budget includes$3,198,401 in non-property tax revenue, which is 1.11% higher than 2018. The total expenses are at $13,059,807, up 3.39%from 2018. The total debt levy is at $3,452,460 which is 2.65% higher than 2018. The draft tax levy is 3.95% higher than 2018 and includes the spending of$240,000 in general fund balance dollars. McKnight reviewed the individual budgets and highlighted significant changes between 2018 and 2019. The city council would like additional discussions at a future work session on the following: 1. Increased cost with Dakota County for the emergency response plan in the Emergency Management budget. 2. Discussions on individual new position requests. Councilmembers asked a number of questions on the departmental budgets and the transfers budget. Mayor Larson would like to see the tax levy reduced another one percent. He also inquired about EDA funding in the Transfers budget. Councilmember Bernhjelm asked about the use of fund balance and our position at the end of 2017. McKnight explained how the city stood in terms of General Fund balance at the end of 2017 and the proposed use of these dollars on the 2019 levy reduction, the USDA build out costs in city hall and keeping the fund balance at 40% at the end of 2018. Bernhjelm stated she would like the levy reduced another one percent and recommended looking at some of the new positions for the reductions. June 11, 2018 Work Session Minutes -4- Councilmember Craig agreed with the levy reduction and looking at the new positions. Councilmember Bartholomay would like to see the levy reduced at least one percent. He also asked a number of questions on funding priorities in the Transfers budget. City Administrator Update McKnight presented updates on the following items: 1. FHS Settlement Agreement discussion 2. Shared a request from a resident to spray for insects at an upcoming community event 3. Shared that the Rebel Chef is on the verge of opening 4. Updated the city council on upcoming city council events and city activities Adjourn Motion by Bernhjelm, second by Bartholomay,to adjourn the meeting at 7:50 p.m. APIF, motion carried. Respectfully Submitted David McKnight, City Administrator June 11, 2018 Work Session Minutes -5- /4-iARi04, City of Farmington 430 Third Street ZIG Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 .,,,, . www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Randy Distad, Parks and Recreation Director SUBJECT: Approve Agreement with Helm Electric to Light City Entrance Sign-Parks DATE: June 18, 2018 INTRODUCTION The city council discussed at its June 11, 2018 work session lighting the north city entrance sign on Pilot Knob Road. DISCUSSION Two lighting options were discussed at the June 11, 2018 work session. One option was to use solar power and the second option was to use regular electrical service. The city council directed staff to bring back an agreement form with Helm Electric, Inc. to install LED lighting at the north entrance to the city on Pilot Knob Road and using regular electric service. Attached is the agreement form with Helm Electric, Inc. It has been reviewed by Helm Electric, Inc. and they have found it acceptable. BUDGET IMPACT The cost to light the city monument entrance sign on Pilot Knob Road north with LED lights and using regular electrical service is $4,785.00. At the work session, it was discussed and determined that Farmington Liquor Store profits would fund the cost of lighting the city entrance sign. ACTION REQUESTED The action being requested of the city council is as follows: • Approve the attached agreement with Helm Electric, Inc. to install LED lighting using regular electrical service on the north city entrance sign on Pilot Knob Road. • Approve the use of Farmington Liquor Store funds to cover the cost of the project. ATTACHMENTS: Type Description Contract Agreement Form Helm Electric, Inc. AGREEMENT AGREEMENT made this 18th day of June, 2018, between the CITY OF FARMINGTON, a Minnesota municipal corporation ("City"), and HELM ELECTRIC, INC., a Minnesota corporation("Contractor"). IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS HEREIN CONTAINED,THE PARTIES AGREE AS FOLLOWS: 1. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents", all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein: A. This Agreement B. Contractor's proposal attached as Exhibit"A." In the event of conflict among the provisions of the Contract Documents, the order in which they are listed above shall control in resolving any such conflicts with Contract Document "A" having the first priority and Contract Document "B" having the last priority. 2. OBLIGATIONS OF THE CONTRACTOR. The Contractor shall provide the goods, services, and perform the work in accordance with the Contract Documents. 3. OBLIGATIONS OF THE CITY. The City shall pay the Contractor in accordance with the quote. 4. SOFTWARE LICENSE. If the equipment provided by the Contractor pursuant to this Contract contains software, including that which the manufacturer may have embedded into the hardware as an integral part of the equipment, the Contractor shall pay all software licensing fees. The Contractor shall also pay for all software updating fees for a period of one year following cutover. The Contractor shall have no obligation to pay for such fees thereafter. Nothing in the software license or licensing agreement shall obligate the City to pay any additional fees as a condition for continuing to use the software. 5. ASSIGNMENT. Neither party may assign, sublet, or transfer any interest or obligation in this Contract without the prior written consent of the other party, and then only upon such terms and conditions as both parties may agree to and set forth in writing. 6. TIME OF PERFORMANCE. The Contractor shall complete its obligations on or before August 1, 2018. 7. PAYMENT. a. When the obligations of the Contractor have been fulfilled, inspected, and accepted, the City shall pay the Contractor $4,785.00 for the project. Such payment shall be made not later than thirty(30) days after completion,certification thereof, and invoicing by the Contractor. b. No final payment shall be made under this Contract until Contractor has satisfactorily established compliance with the provisions of Minn. Stat. Section 290.92. A certificate of the commissioner shall satisfy this requirement with respect to the Contractor or any subcontractor. 8. EXTRA SERVICES. No claim will be honored for compensation for extra services or beyond the scope of this Agreement or the not-to-exceed price for the services identified in the proposal without written submittal by the Contractor, and approval of an amendment by the City, with specific estimates of type, time, and maximum costs, prior to commencement of the work. 9. PROMPT PAYMENT TO SUBCONTRACTORS. Pursuant to Minnesota Statute 471.25, Subdivision 4a, the Contractor must pay any subcontractor within ten (10) days of the Contractor's receipt of payment from the City for undisputed services provided by the subcontractor. The Contractor must pay interest of one and one-half percent (11/2 %) per month or any part of a month to subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of$100.00 or more is $10.00. For an unpaid balance of less than $100.00, the Contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 10. WORKER'S COMPENSATION. If Contractor does public work, the Contractor shall obtain and maintain for the duration of this Contract, statutory Worker's Compensation Insurance and Employer's Liability Insurance as required under the laws of the State of Minnesota. 11. COMPREHENSIVE GENERAL LIABILITY. Contractor shall obtain the following minimum insurance coverage and maintain it at all times throughout the life of the Contract,with the City included as an additional name insured by endorsement: Bodily Injury: $2,000,000 each occurrence $2,000,000 aggregate,products and completed operations Property Damage: $2,000,000 each occurrence $2,000,000 aggregate Products and Completed Operations Insurance shall be maintained for a minimum period of three (3) years after final payment and Contractor shall continue to provide evidence of such coverage to 2 City on an annual basis during the aforementioned period; or if any reason Contractor's work ceases before final payment, for a minimum period of three (3)years from the date Contractor ceases work. Property Damage Liability Insurance shall include coverage for the following hazards: X (Explosion) C (Collapse) U (Underground) Contractual Liability(identifying the contract): Bodily Injury: $2,000,000 each occurrence Property Damage: $2,000,000 each occurrence $2,000,000 aggregate Personal Injury,with Employment Exclusion deleted: $2,000,000 aggregate Comprehensive Automobile Liability(owned,non-owned,hired): Bodily Injury: $2,000,000 each occurrence $2,000,000 each accident Property Damage: $2,000,000 each occurrence 12. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Contractor must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all data provided by the City pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, maintained, or disseminated by Contractor pursuant to this Agreement. Contractor is subject to all the provisions of the Minnesota Government Data Practices Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government entity. In the event Contractor receives a request to release data, Contractor must immediately notify City. City will give Contractor instructions concerning the release of the data to the requesting party before the data is released. Contractor agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from Contractor's officers', agents', city's, partners', employees', volunteers', assignees' or subcontractors' unlawful disclosure and/or use of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. 13. RECORDS. Contractor shall maintain complete and accurate records of expenses involved in the performance of services. 14. WARRANTY. The Contractor guarantees that all new equipment warranties as specified within the bid shall be in full force and all warranty documents shall be transferred to the City upon payment by the City. The Contractor shall be held responsible for any and all defects in 3 workmanship, materials, and equipment which may develop in any part of the contracted service, and upon proper notification by the City shall immediately replace, without cost to the City, any such faulty part or parts and damage done by reason of the same in accordance with the bid specifications. The Contractor further warrants to the City that all goods and services furnished under the Contract will be in conformance with Contract Documents and that the goods are of merchantable quality and are fit for the use for which they are sold. This warranty is in addition to any manufacturer's standard warranty y, and any warranty provided by law. 15. NONDISCRIMINATION. All Contractors and subcontractors employed shall comply with all applicable provisions of all federal, state and municipal laws which prohibit discrimination in employment to members of a protected class and all rules and regulations, promulgated and adopted pursuant thereto. The Contractor will include a similar provision in all subcontracts entered into for the performance of this contract. 16. INDEMNITY. The Contractor agrees to defend, hold harmless, and indemnify the City, its officers, agents, and employees, for and against any and all claims, demands, actions, or causes of action, of whatever nature or character, arising from the Consultant's performance of work or services provided for herein. The Contractor shall take all reasonable precautions for the safety of all employees on the site and shall provide reasonable protection to prevent damage or loss to the property on the site or properties adjacent thereto and to work, materials and equipment under the Contractor's control. 17. WAIVER. In the particular event that either party shall at any time or times waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or any succeeding breach of this Contract by either party, whether of the same or any other covenant, condition, or obligation. 18. GOVERNING LAW. The laws of the State of Minnesota govern the interpretation of this Contract. 19. SEVERABILITY. If any provision, term, or condition of this Contract is found to be or become unenforceable or invalid, it shall not effect the remaining provisions, terms, and conditions of this Contract, unless such invalid or unenforceable provision, term, or condition renders this Contract impossible to perform. Such remaining terms and conditions of the Contract shall continue in full force and effect and shall continue to operate as the parties' entire contract. 20. ENTIRE AGREEMENT. This Contract represents the entire agreement of the parties and is a final, complete, and all inclusive statement of the terms thereof, and supersedes and terminates any prior agreement(s), understandings, or written or verbal representations made between the parties with respect thereto. 21. TERMINATION. This Agreement may be terminated by the City for any reason or for convenience upon written notice to the Contractor. In the event of termination, the City shall be obligated to the Contractor for payment of amounts due and owing for materials provided or for services performed or furnished to the date and time of termination. 4 Dated: (dut,� /g' , 2018. CITY OF FARMINGTON By: Todd Larson, Mayor t By: KU David Mcn. ht, 2 dministrator Dated: G —Z 4 , 2018 CONTRACTOR: HELM ELECTRIC,INC. By: Its: 5 • E - hvr• I\ HELM ELECTRIC INC. Electric Wiring Proposal 411 ,' 21596 Vernon Avenue . *4* r; Lakeville Minnesota 55044 41 t PH. (952)461-2460 • Fax(952)461-3057 CITY OF FARMINGTON 651 280 6970 5/15/18 Proposal Submitted To: Phone Date 430 3 RD ST CITY SIGN LIGHT Street Job Name FARMINGTON MN 55024 PILOT KNOB AND 180 TH ST FARMINGTON City, State and Zip Code Job Location Specifications of Job INSTALL A METER SOCKET AND 30 AMP DISCONNECT ON TREATED WOOD POLE INSTALL A 1 1/4 INTERDUCT FROM METER SOCKET TO DAKOTA ELECTRIC PEDESTAL TO THE SOUTH INSTALL AN LED FLOOD LIGHT ON 2 INCH RIGID PIPE SECURE ELECTRIC PERMIT TOTAL FOR ABOVE LIST $4,785.00 NOTE NO POWER CO CHARGES ARE INCLUDED NOTE ALL RESTORATION TO BE BY CITY OF FARMINGTON NOTE OLD 2008 BID WAS $4,125.00 NOTE DOES NOT INCLUDE ANY PERMITS TO CROSS ROAD GO TO PAGE#2 'PAGE#2 We propose hereby to furnish material and labor-complete in accordance with above specifications,for the sum of: AS PER ABOVE dollars($AS PER ABOVE) Payment to be made as follows: Job in progress billing due by the 10th of the following month. Balance due 30 days after final electric inspection. All material is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard practices. Any alteration or deviation from above specifications involving extra costs will be executed only upon written orders,and will become an extra charge over and above the estimate. All agreements contingent upon strikes,accidents or delays beyond our control. Owner to carry necessary insurance. Authorized Signature: Note: This proposal may be withdrawn by us if not accepted within 5 days. Acceptance of Proposal: The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment will be made as outline above. To acce is proposal sign and date this copy. Date of Acceptance: `' _' /E -1C/ ' Signature: ARikt, City of Farmington . 430 Third Street Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 -.,.,A www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Lena Larson, Municipal Services Coordinator SUBJECT: Adopt Resolution Accepting a Donation from Dakota Electric for Pollution Prevention Day-Public Works DATE: June 18, 2018 INTRODUCTION Dakota Electric Association has donated $1,000 toward Pollution Prevention Day 2018. DISCUSSION Dakota Electric Association has once again generously donated $1,000 as a sponsor of Pollution Prevention Day. The event will be held in Rambling River Park on Friday, September 14, 2018. Pollution Prevention Day has been held for Farmington students since 1997. Last year more than 550 fourth graders participated. Staff will communicate the city's appreciation on behalf of the city council to Dakota Electric Association for their support of Pollution Prevention Day. BUDGET IMPACT n/a ACTION REQUESTED Adopt the attached resolution accepting the $1,000 donation from Dakota Electric Association for Pollution Prevention Day 2018. ATTACHMENTS: Type Description ® Resolution Resolution RESOLUTION No. R 21 -18 ACCEPTING DONATION FROM DAKOTA ELECTRIC ASSOCIATION FOR POLLUTION PREVENTION DAY Pursuant to due call and notice thereof, a regular meeting of the City Council of the city of Farmington, Minnesota, was held in the Council Chambers of said city on the 18th day of June, 2018 at 7:00 p.m. Members Present: Larson, Bernhj elm, Craig Members Absent: Bartholomay, Donnelly Member Bernhj elm and Member Craig introduced and seconded the following: WHEREAS, Dakota Electric Association has donated $1000 towards Pollution Prevention Day; and WHEREAS, it is in the best interest of the City to accept such donations. NOW, THEREFORE, BE IT RESOLVED that the City of Farmington hereby accepts the generous donation of$1000 from Dakota Electric Association to be used for Pollution Prevention Day. This resolution adopted by recorded vote of the Farmington City Council in open session on the 18th day of June, 2018. Mayor Attested to the /.5-4/ day of June, 2018. • City Administr. 111. SEAL oItFARi *, City of Farmington 430 Third Street z3.1 zim Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 1*.4 per, www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Katy Gehler, Public Works Director SUBJECT: Approve Solid Waste Policy Update-Public Works DATE: June 18, 2018 INTRODUCTION At the June 2018 work session of the City Council, the city's internal policy regarding solid waste service exemptions was reviewed. Specifically discussed was the exemption for solid waste service due to extenuating or unusual circumstances. DISCUSSION The language of Section 7-1-2 (A) allows the city to exempt service"for extenuating or unusual circumstances." While this language is meant to allow staff flexibility in evaluating special situations on a case-by-case basis, it has also allowed room for personal interpretation. In practice, staff has developed and used a permitting process to collect information related to the individual circumstances and has general criteria that are used to determine appropriate reasons for discontinuation of service: 1) Seasonal vacancies or"Snow Birds"are allowed to apply for a temporary 6-month discontinuation of service. There is a$30 administrative fee paid for the 6-month period. The container is picked up at the start of the discontinuance and then dropped back off when they return. 2) Other vacancy circumstances are allowed using a temporary 6-month discontinuation of service similar to seasonal vacancies. Circumstances where this has been allowed are vacancies due to extended home sale (foreclosures), owner death, property fire, structure demo, etc. Outside of these criteria or other exceptions defined in the code, the city requires all property owners to have garbage service through the city. To provide clarity on the administration of the exemptions, the Solid Waste Policy has been updated to reflect this practice. The updated policy is attached with changes highlighted. BUDGET IMPACT N/A ACTION REQUESTED Approve the updated Solid Waste Policy incorporating language specific to service exceptions. ATTACHMENTS: Type Description D Backup Material 2018 Solid Waste Policy CITY OF FARMINGTON MUNICIPAL SERVICES DEPARTMENT SOLID WASTE POLICY Purpose To collect and dispose of all municipal solid waste, recycling, compostable yard waste and other non- hazardous waste, in an efficient, environmentally responsible, and cost effective manner, in an effort to ensure the health and welfare of the City. This document is intended as an outline of policies of the Solid Waste Division regarding collection methods and administrative procedures to support the requirements defined in the City Code. It is subject to change and will be updated as needed. Authority Per State Statute 115A.941, cities with a population of 5,000 or more shall ensure that every residential household and business in the city or town has solid waste collection service. City Code section 7-1 sets forth the requirements for Solid Waste collection and disposal within the City of Farmington. Municipal Solid Waste (MSW) Collection Residential, commercial, industrial and institutional collection is provided by the City, using an automated or semi-automated system, once a week for residential customers and up to five (5) times per week for all other customers. Only MSW as defined by the City Code will be accepted. Residential MSW Collection All MSW containers are provided by the City and are available in 30, 60, and 90-gallon sizes and any combination of those sizes. Maximum weight for container and contents is 200 pounds. To prevent litter and avoid attracting pests, garbage should be in bags, tied or fastened. The customer is responsible for cleaning the container and the cost of repairs or replacement caused by negligence. The City will repair damage caused by collection equipment or conditions beyond the customer's control. Fees Charges will be based on scheduled pickups, number and size of container, according the City's User Fee Schedule. Only MSW that fits into the contracted size container, with the lid closed, is included in the quarterly fee charged. Customers may request a change of service level, without charge, one time per calendar year. Customers that overfill their container(s)more than fifty percent (50%) of the time, during the billing quarter and do not request a level of service change, may automatically be raised to the appropriate level of service,to accommodate their needs. Charges for additional waste are identified in the City's User Fee schedule. Automated refuse truck operators will leave the vehicle to move containers placed in inaccessible locations or to dispose of MSW which has spilled from the containers due to being overfilled, as well as to reload additional waste; fees are listed in the City's User Fee Schedule. Placement& Container Accessibility Containers should be positioned to maintain an efficient pattern of collecting and allow safe operations. The general location for single-family residential and multi-family residences containers is on the boulevard or alley, directly behind the curb line or pavement with handle positioned away from the street preferably adjacent to or on the driveway. The container should be placed a minimum of five feet(5') from any building or other obstacle, a minimum of five feet (5') from any other container, and a minimum of fifteen feet (15') from all vehicles. Properties that require trucks to be backed in or out may be subject to alternate placement, if deemed a safety hazard. Container accessibility is the responsibility of the customer. This includes snow removal to allow pickup. Place containers where objects, such as a vehicle, basketball hoop, telephone pole, fence, or mailbox will not block pickup. Damage to items that are placed too close to the containers may have limited or no responsibility incurred by the City. Collection Schedule Collection is on a regularly scheduled basis. In the event of a holiday, the affected day is typically collected on the following workday. In the case of two-day holidays (Thanksgiving Day, the day after Thanksgiving, Christmas Eve and Christmas Day), the first affected day will typically be collected the work day before and the second affected day will typically be collected the work day after. Only those affected by the holiday will have a collection day change. Holiday schedules are available on the City's website and various City publications. Containers must be available by 7:00 AM on the scheduled collection day and may remain in that location only on that day, unless a return trip is requested. Additional weekly pickups are available upon request for a return collection trip fee as identified in the City's user Fee Schedule. Exemptions from Service City Code section 7-1-2 requires all refuse accumulated in the city to be collected, conveyed and disposed of by the city. This section also allows for exemptions from service for the following reasons., extenuating or unusual circumstances, construction projects, large commercial/industrial uses, recyclable materials, and special wastes provided the producer meets the defined criteria. Exemptions granted under section 7-1-2 (A)Extenuating or Unusual Circumstances, shall apply for a permit of Temporary Discontinuance and be approved by the City Administrator or his designee. Temporary Discontinuances ! .. - - : : :- -•": . • . ., - . . . -- - . - -- . D. - .. - - • - - • - collection. Temporary discontinuances will generally be granted to owners of properties that will be vacant. The owner shall submit an application for the discontinuance of service for a 6-month period. An administrative fee will be charged to the utility bill for the Temporary Discontinuance as identified in the City's Fee Schedule. Upon approval, the container will be picked up at the start of the discontinuance and delivered again when the property is no longer vacant. Typical vacancy circumstances where a discontinuance will be approved include seasonal vacancies or"Snow Birds", extended home sales (foreclosures), owner death,property fire, and structure demo. Each application will be reviewed and approved on a case-by-case basis. The owner may be asked to provide information to support the vacancy justification. Walk-Up Service Walk-up service is available to those with medical conditions that require assistance with their container, with appropriate documentation from a medical professional. MSW not collected MSW not collected due to non-compliance with City ordinances regarding solid waste collection and/or this solid waste policy is the responsibility of the customer. Extra Garbage Bagged MSW outside of containers on normal collection days will be collected and applicable fees will be added to the quarterly utility bill. Return trips may be requested by customers and fees will be added to the utility bill. Any MSW which spills from containers while dumping, due to malfunction of equipment, will be cleaned up and disposed of at no cost to the customer. Commercial MSW Collection All containers are provided by the City and are available in residential sizes, 300-gallon size, and roll-off dumpster in 10, 15 or 20-yard size. The type of container provided to multi-family buildings (apartments/condos), commercial, industrial and institutional customers will be based on their needs. The customer may request additional collections other than scheduled service. Collection Schedule Collection is on a regularly scheduled basis. In the event of a holiday affecting a scheduled collection day, an alternate day may be provided to ensure minimal disruption of service. Containers for multi-family(apartments/condos), commercial, industrial and institutional must be accessible to the automated truck. Exception from the City's garbage service may be requested by commercial accounts per City Code. Recycling Collection Collection of recyclable materials in the City of Farmington is by contract with a private hauler. Residential recycling is collected every other week, at the contractor unit price. Containers are provided by the contractor. Containers must be placed at least five (5') feet from the MSW container and all other objects. A list of recyclable materials will be available upon request from the contractor and shall be prepared as outlined by the recycling contractor. Recycling collections for commercial accounts is available upon request per the recycling contract. Compost(Yard Waste) Collection Seasonal curbside collection of yard waste is available by subscription on a weekly basis through the City's contractor at the contractor unit price. Containers are provided by the contractor and must be placed at least five (5') feet from MSW and recycling containers or other objects. Any additional yard waste materials must be in compostable bags or reusable containers, (39 gallon maximum, 50 lb. weight limit). The City's contractor will only collect compostable bags (eff. 1/1/94) in conjunction with the seasonal program per the City's agreement. Only yard waste as defined by Title 7-1-1 of the City Code will be accepted. Special Collections and Extra Garbage Roll-off dumpsters and 300-gallon containers are available for temporary use by request at a charge identified in the City's User Fee Schedule. Request forms are available at City Hall and on the City's web site. Removal of special wastes will be done by request. Customers will be charged an extra fee for special collections, per the City's contract for these services. Deviation From Policy The City Administrator or designee may deviate from this policy when it is in the best interest of the City or is necessary because of budget needs or other circumstances. �fAikRiv,,k, City of Farmington 430 Third Street Farmington, Minnesota ltktd_ 651.280.6800 - Fax 651.280.6899 4 PIOrrwww.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Katy Gehler, Public Works Director SUBJECT: Approve Community Solar Garden Subscription Contract-Public Works DATE: June 18, 2018 INTRODUCTION Please see the attached staff memo and related documents. ATTACHMENTS: Type Description © Cover Memo Staff memo D Exhibit Solar Credit Calculator and Payment Spreadsheet D Contract Nokomis Subscriber Agreement- General Conditions D Contract Nokomis Subscriber Agreement Cannon Garden Conditions - Ice Arena D Contract Nokomis Subscriber Agreement Roberds Garden Conditions - Ice Arena D Contract Nokomis Subscriber Agreement Cannon Garden Conditions - City Hall D Contract Nokomis Subscriber Agreement Cannon Garden Conditions - Senior Center 4iARM/4City of Farmington 430 Third Street Farmington, Minnesota 651.280.6800•Fax 651.280.6899 40, PRooto www.ci.farmington.mn.us TO: Mayor, Council Members,and City Administrator FROM: Katy Gehler,Public Works Director Adam Kienberger, Community Development Director SUBJECT: Community Solar Garden Subscription Contract DATE: June 18, 2018 INTRODUCTION The City Council first discussed the topic of community solar garden subscriptions in June of 2015. After participating in a Metropolitan Council request for proposal (RFP) process, the City Council ultimately decided not to proceed with a subscription agreement in March of 2016. There have been several changes within the industry and a new opportunity is available to the city of Farmington via Nokomis Partners. City Council discussed this program at their work session on May 14th and provided direction to move ahead with negotiating a contract for review.The city attorney has reviewed the contract and recommends with the language proposed in the attached agreement. DISCUSSION Community solar gardens and community solar subscriptions are a popular topic in Minnesota communities serviced wholly or partially by Xcel Energy. This is due in part to legislation requiring Xcel Energy(as a regulated public utility)to produce a percentage of its total retail electric sales by renewable sources. The city of Farmington (along with many other communities throughout the Metro) has been approached by several private companies seeking to partner with the city to purchase solar energy. This has the opportunity to reduce a portion of the city's electric utility bills from Xcel Energy. Municipalities tend to be desirable customers due to several factors including consistent energy usage, timeliness of payments, and inability to relocate. Community Solar Gardens create a new opportunity for local government entities to support clean energy, save on energy bills for public facilities. Because this is a subscription model, the city will not own nor be responsible for any assets. The city is able to leverage its buying power to generate a long-term cost savings via the solar garden provider. Upon entering into a subscription contract, the city would receive bill credits on its Xcel electricity bill via an agreement between Xcel and Nokomis Partners. The city would then make the subscription payment to Nokomis Partners at a discount on the value of the bill credits. Credits received and payments made to Nokomis will begin when the solar garden facilities are completed and operational later this year. This proposed subscription will be tied to two separate solar gardens (see attached). The offer from Nokomis Partners utilizes the new Value of Solar(VOS) credit which is predetermined or a known credit amount for the life of the contract. The contract offers a fixed savings rate of$0.01/kWh over a 25-year commitment(industry standard based on equipment data). This results in a$10,000-15,000 savings each year on the city's Xcel Energy utility bills. Staff was directed to provide additional information on termination clauses within the contract. There are three types of scenarios in which the contract may be terminated: 1. The facility is no longer operational therefore the subscription and credits would no longer exist. 2. A facility is relocated outside of Xcel territory.Nokomis would work with the city to reassign the subscription and credits. If unsuccessful, the city would pay three months of contract plus an administrative termination fee. The total termination payment is offset by the first six months of savings. 3. The city defaults on the contract. The city is required to make the remaining contract payments (annual payments are defined on the attached spreadsheet). Solar is rapidly being built out on the distribution grid. As more solar is added, the value of adding more solar in the future diminishes.This can be seen in the Value of Solar Bill credit rate decline that has occurred over the last 3 years. You can see this in the chart below. Year 1 Bill Credit Value Nokomis$d 1300 Projects $0.1191 $0.1174 $0.1200 $0.1100 $0.1033 111$0.1000 $0.0976 $0.0900 $0.0800 $0.0700 $0.0600 2015 2016 20Th APR Compensation Va ue of SofarCompaisaAon The city attorney has reviewed the contract and is comfortable with the language proposed in the attached agreement. Staff has had several meetings with the company to review their proposal and verify the benefits of their model versus previous proposals. Staff recommends approving the attached contract with Nokomis Partners. ACTION REQUESTED Approve the attached community solar garden subscription agreement with Nokomis Partners. Respectfully submitted, Adam Kienberger, Community Development Director Katy Gehler, Public Works Director -I-' C) Cr) al C) N Ln al Cr O N Ln C)� Ln LD 01 N N Cr) O 00 N 00 01 N LD 00 C al Ln r-1 co Ct co LO m 0 LD M O N Cr r-1 Ol LO 'Cr N al N. Ln m (NI C) r` a! 01 al O O c-1 N N m .1. 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V} VT V} V} t/} t/} V} V} V} V} V} VT V} V} V} V} VT V} V} VT V} V} VT V} .0 L0 H I- Y O ri N Cl) Cr LIl LD N 00 al O r-1 N M Cr Ln L µ- r-I N Cl) Cr Ln LD N 00 0l r-I ,-1 r-I ri ri 1 rr-I r-I ,-.1 ri N N N N N N O N L L L L L L L L L L L L L L L L L L CO CO CO CO R CO LI) CO CO CO <O m <O <0 /O f6 CO CO N CO CO CO I6 <O ILO C N v al N N a) a1 a1 al a1 a) C1 a) a) a1 a) a) al a1 01 N N a) N a) al Y \ >- >- >- >- >- >- >- Y > Y >- >- Y > Y > >- >- Y ? >- >- >- >- Y oil Lc, O Ln t0 m O CD o 0 N O O eq Ln V} V} L a) a) Y N LL ++ Q) 0 C O = Y ++ . .- IA C• N C < (7IL a C C I•- < O O L '•P '7' a) a) L1 a_ _a _0 U U U U N In N N _0 _Q _CI SD 3 I I 3 N L/1 In Ln COMMUNITY SOLAR GARDEN SUBSCRIPTION AGREEMENT GENERAL TERMS AND CONDITIONS This Community Solar Garden Subscription Agreement("Agreement") is entered into as of the /;qday of �.j ., , 2018 (the"Effective Date")by and among Nokomis Energy LLC, a Minnesota limited liability company ("Nokomis") and City of Farmington , a ("Subscriber"). Nokomis and Subscriber may tie referred to individually as a"Party" and collectively as "the Parties." RECITALS WHEREAS,Nokomis is a developer and operator of solar(photovoltaic) electric generation facilities qualified as "Community Solar Gardens" ("CSG")pursuant to Minn. Stat. 216B. 1641 ("CSG Program") and has entered or will enter into a Standard Contract for Solar*Rewards Community ("CSG Contract," attached as Exhibit A)with Northern States Power Company, a subsidiary of Xcel Energy, Inc. ("XCEL"); WHEREAS,Nokomis will deliver the energy produced by the CSG(s)to XCEL, which will provide bill credits ("Bill Credits") for those XCEL customers who are subscribers of Nokomis; WHEREAS, Subscriber desires to become a CSG subscriber by making monthly payments in exchange for a percentage allocation of the energy produced by the CSG(s) and the corresponding Bill Credits on Subscriber's XCEL bill; THEREFORE, in consideration of the foregoing recitals, the mutual promises, representations, warranties, covenants, conditions contained herein, and the Garden Terms and Conditions and Exhibits attached hereto, the Parties agree as follows: 1. Exclusive Allocation Subscriber grants to Nokomis the exclusive right to subscribe its XCEL electricity load as defined below to a Nokomis CSG ("Exclusive Allocation"). Xcel Account No: Premise No: Address Load Allocation * 51-4874007-2 302488137 Ice Arena, 114 Spruce Street, Farmington, MN 645,696 51-4874007-2 304118365 City Hall, 430 3rd Street, Farmington, MN 394,416 51-4874007-2 302839042 Senior Center, 325 Oak Street, Farmington, MN 85,584 *Load allocation must be in accordance with Xcel Terms & Conditions as stated on sheet 9-65 of Minnesota Electric Rate Book MPUC No. 2: https://www.xcelenergy.com/staticfiles/xe/PDF/Regulatory/Me Section 9.pdf 1 Subscriber agrees not to subscribe, assign, allocate or otherwise provide the Exclusive Allocation to another CSG, developer or other distributed generation resource serving the Subscriber Site, without Nokomis' prior written consent, which it may withhold in its sole discretion,for two (2) years from the Effective Date of this Agreement. 2. Community Solar Garden Terms and Conditions Nokomis will make a good faith effort to subscribe the entire Exclusive Allocation to a Nokomis CSG (each a"Facility"), as set forth in the Garden Terms and Conditions attached hereto. For each such successful allocation to a Facility, the parties shall execute a copy of the Garden Terms and Conditions. All subscriptions will provide a rate of one cent(s)per kWh ($0.01/kWh)for each Bill Credit generated. Exhibit B to the Garden Terms and Conditions will contain a specific rate schedule for Subscriber's Allocation at each Facility. The Garden Terms and Conditions for each Facility (attached hereto) contain the Facility's generating capability ("Facility Capacity"), the location of each Subscriber premise whose load is subscribed to that Facility ("Subscriber Site"), the percentage of Facility Capacity assigned to Subscriber("Subscriber's Allocation"), and Subscriber's Allocation represented in kWDC ("Allocation Amount"). Each Garden Terms and Conditions and attached Exhibits that may be executed between the parties shall form one agreement and be subject to all terms and conditions set forth herein. 3. Term This Agreement commences on the Effective Date, and unless earlier terminated pursuant to the provisions herein, shall terminate on the 25th anniversary of the Commercial Operation Date (as defined below) (the "Teiiu"). The Term shall not be extended by virtue of any period of disconnection or event of Force Majeure experienced by the Facility. 4. Operation of the Facility a. Nokomis shall promptly notify Subscriber of the Date of Commercial Operation of the Facility as established pursuant to the CSG Contract("Commercial Operation Date"). b. Nokomis shall operate the Facility during the Term so as to deliver all energy generated by the Facility to XCEL in accordance with the CSG Contract and applicable XCEL tariffs. Nokomis shall maintain the Facility in good working order at all times during the Term, and shall operate the Facility in a manner reasonably intended to maximize the amount of Bill Credits allocable to Subscriber, consistent with good custom and practice for operation of electricity generating facilities. c. Nokomis will provide written notice to Subscriber when it becomes aware the Facility is out of service for longer than 2 consecutive weeks, which notice shall include an estimate of how long the outage will last and the estimated loss of electricity production. d. All installations, upgrades and repairs will be under direct supervision of a 2 qualified professional and that maintenance will be performed according to industry standards, including the recommendations of the manufacturers of solar panels and other operational components. A copy of the solar panel module warranty for the solar panel modules installed or to be installed at Facility is attached as Exhibit F to the Garden Terms and Conditions. Nokomis' long-term maintenance plan is attached as Exhibit G to the Garden Terms and Conditions. 5. Subscriber Eligibility In order to purchase Subscriber's Allocation under this Agreement and receive the corresponding Bill Credits, Subscriber must meet the following criteria: a. Subscriber must comply with the statutory requirements under Minn. Stat 216B.1641; b. Subscriber must be an XCEL Customer and Account Holder; c. The Subscriber Site must be located within the county or an adjacent county as the Facility; d. Subscriber's Allocation may not exceed forty percent(40%) of the Facility Capacity; e. The Allocation Amount, combined with other distributed generation resources serving the Subscriber Site, cannot exceed one hundred and twenty percent(120%) of the Subscribers average annual energy usage for the twenty-four(24) months prior to the Effective Date; f. The Allocation Amount must be at least two hundred(200) watts; and g. Subscriber must be deemed credit worthy by Nokomis at the Effective Date, in Nokomis' sole and absolute discretion. 6. Subscriber's Allocation; Sale and Purchase of Bill Credits a. Nokomis agrees to sell to Subscriber and Subscriber agrees to purchase from Nokomis, Subscriber's Allocation and the right to receive corresponding Bill Credits for the Term. b. If the actual capacity of the Facility at the Commercial Operation Date ("Actual Capacity") is different than the Facility Capacity set out above, the Allocation Amount shall be automatically amended upon notice to Subscriber to reflect the lesser of(1)the product of Subscriber's Allocation multiplied by the Actual Capacity, or(2)the maximum Allocation Amount for which the Subscriber is eligible under the CSG Program. c. The Bill Credits on Subscriber's monthly XCEL bill will equal the product of(i) Subscriber's Allocation, (ii) the number of kilowatt hours of electrical energy the Facility generated in the previous month, and (iii) the Value of Solar Tariff Rate applicable to the 3 Facility(ies), as approved by the Minnesota Public Utilities Commission and calculated by XCEL ("Bill Credit Rate"). The Bill Credit Rate is estimated in the Schedule of Expected Deliveries of Bill Credits attached as Exhibit B to the Garden Terms and Conditions. d. Subscriber shall not be entitled to the benefits or derivatives of Renewable Energy Credits ("RECs"), rebates, unsubscribed electrical energy, tax credits, or other tax or environmental benefits associated with owned or operating the Facility. e. For Subscriber's Allocation and the right to receive corresponding Bill Credits, Subscriber Agrees to pay Nokomis an amount(the "Monthly Subscription Payment") equal to the product of(i) Subscriber's Allocation, (ii)the number of kilowatt hours of electrical energy the Facility generates in the previous month, and (iii) the "Subscription Rate" (Exhibit B to the Garden Terms and Conditions provides a schedule of the Subscription Rate over the course of the Term). f. The amount of electrical energy produced by the Facility(ies) is not guaranteed by Nokomis and underperformance shall not constitute a breach or default under this agreement. In any month where the Facility generates fewer kilowatt hours of electrical energy than the Facility Capacity, thereby reducing the Allocation Amount, the underperformance will be represented in a proportional reduction of the Monthly Subscription Payment. The proportional reduction of the Monthly Subscription Payment shall be Subscriber's sole remedy under this Agreement. g. Commencing on the first day of the first calendar month following the Commercial Operation Date,Nokomis shall invoice Subscriber for the Monthly Subscription Payment. Subscriber agrees to make its Monthly Subscription Payments through an"automatic transfer of funds"prior to the invoice due date. Any amounts not paid prior to the invoice due date will accrue interest at a rate of eight percent(8%) or the maximum rate allowed by law, whichever is greater, per annum from the invoice due date until Nokomis receives payment. h. Nokomis reserves the right to stagger the billing cycle of the Monthly Subscription Payment to match XCEL's billing cycle for the Bill Credits associated with that Monthly Subscription Payment. For example,Nokomis may delay the Monthly Subscription Payment so that it falls in the same month as the Bill Credits purchased with that Monthly Subscription Payment appear on the Subscriber's XCEL bill. In the event the billing cycle is staggered, Subscriber acknowledges that there may be reconciliation payments due to Nokomis at the end of the Term or if this Agreement is otherwise terminated during the Term. i. If, as a result of an XCEL billing adjustment for any billing period,the quantity of energy allocated to Subscriber by Nokomis is changed, Subscriber and Nokomis agree to reconcile the change in good faith. Subscriber acknowledges that Nokomis does not guarantee the amount of electrical energy the Facility will produce, the amount of electrical energy produced in a given month corresponding to Subscriber's Allocation, or the monetary value of the Bill Credits. 7. Subscriber Data; Records and Audits a. Subscriber authorizes Nokomis to provide XCEL with Subscriber's 4 Allocation, Allocation Amount, Subscriber's name, Subscriber's XCEL Premise Number and Account Number(s), Subscriber's bank account information used for"automatic transfer of funds"information, and service address(es) (collectively"Subscriber Data"). b. Subscriber authorizes Nokomis or its designee to obtain its credit report now and in the future, answer questions others may ask regarding Subscriber's credit and share Subscriber's credit information with Nokomis' financing partners. Subscriber hereby certifies that all information Subscriber provides to Nokomis in connection with checking Subscriber's credit will be true and understands that this information must be updated upon request if Subscriber's financial condition changes. c. Upon request by Subscriber,Nokomis shall provide (i) evidence of the accuracy of its metering equipment for the Facility and/or (ii) such other information and records requested by Subscriber to enable Subscriber to verify the accuracy of the Bill Credits awarded by XCEL and any other calculation and/or measurements described in this Agreement. d. Starting within twelve (12)months of the Commercial Operation Date, Nokomis shall provide to Subscriber signed and notarized public annual reports containing at a minimum: the energy produced by the Community Solar Garden; financial statements including a balance sheet, income statement, and sources and uses of funds statement; and, Identification of the management and operatorship of the Community Solar Garden Operator. 8. Publicity a. Either party may make efforts to promote the subscription and/or the solar garden using the trade name, logo, and other trademarks of the other party. The parties may prepare a mutually acceptable media release describing the subscription and the solar garden. 9. Intellectual Property a. Subscriber hereby grants to Nokomis a limited, non-exclusive, royalty-free license to use Subscriber's trademarks, logos and trade name to promote Subscriber and this subscriber agreement. In addition,Nokomis may from time to time, at its sole option, identify Subscriber as a Nokomis solar garden subscriber in or on Nokomis' website, sales and marketing materials, press releases, or any other marketing communications. b. Nokomis hereby grants to Subscriber a limited, non-exclusive, royalty-free license to use Nokomis' trademarks, logos and trade name in order to promote Nokomis and this subscriber agreement. In addition, Subscriber may from time to time, at its sole option, identify Nokomis as a Solar Garden or Clean Energy Partner in or on marketing materials, press releases, or any other marketing communications. c. Other than the licenses set forth in this Section, this Agreement does not give either party any license or ownership rights in the other party's trade name, trademarks, confidential information, software, or other intellectual property rights. 5 10. Taxes a. Subscriber shall be solely liable for sales, use, or similar taxes imposed by a governmental entity having jurisdiction over Subscriber and the Facility, where such taxes are attributable to the sale of Bill Credits allocated to the Subscriber. b. Subscriber shall have no interest in and have no entitlement to claim any REC, investment tax credit or other tax benefits related to ownership of the Facility. 11. Representations,Warranties and Covenants a. Each Party represents and warrants to the other Party: i. The Party is duly organized, validly existing, and in good standing in the jurisdiction of its organization and is qualified to do business in the State of Minnesota; ii. The Party has full legal capacity to enter into and perform this Agreement; iii. The execution of the Agreement has been duly authorized, and each person executing the Agreement on behalf of the Party has full authority to do so and to fully bind the Party; and iv. To the best of its knowledge, there is no litigation, action, proceeding or investigation pending before any court or other Governmental Authority by, against, affecting, or involving its ability to carry out the transactions contemplated herein. v. This Agreement constitutes a legally valid and binding obligation enforceable against Nokomis and Subscriber in accordance with its terms; and vi. Each party is in good financial condition, there are no bankruptcy proceedings against it, no filings against it for involuntary bankruptcy, and it has no knowledge of any material legal and/or financial claims, issues, or proceedings against it that would have an adverse material effect on its financial condition. b. Nokomis represents, warrants, and covenants to Subscriber: i. Nokomis has, or in the ordinary course will obtain, all licenses, permits and any other required documents to construct and operate the Facility; ii. Nokomis shall perform its obligations under the CSG Contract and otherwise comply with all provisions of the CSG Program and other applicable tariffs. iii. Nokomis has, or will obtain the necessary funds to construct, operate and maintain the Facility. iv. Except as may be required by law or regulation, or with Subscriber's consent,Nokomis will not publicly disclose Subscriber's Data, energy usage data, 6 or Bill Credits. c. Subscriber represents, warrants, and covenants to Nokomis: i. At all times relevant to this Agreement, Subscriber shall comply with the statutory requirements under Minn. Stat. 216B.1641. ii. Subscriber agrees not to install or procure any other distributed generation resource(s) serving Subscriber's premises during the term of this Agreement that would cause Subscriber to no longer be eligible to purchase Subscriber's Allocation from the Facility. iii. Within thirty (30) days of request by Nokomis, which request shall be made not sooner than the date of commencement of construction of the Facility, Subscriber shall complete, execute, and deliver to Nokomis the Subscriber Agency Agreement in the form attached hereto as Exhibit C to the Garden Terms and Conditions. Upon execution, all of the information and statements of Subscriber provided therein shall be accurate. iv. Subscriber understands and agrees it will have no interest in or entitlement to (a)benefits or derivatives of"Unsubscribed Energy" or "RECs" associated with the Facility as each is defined in the CSG Contract; or(b) incentives under XCEL's Solar Rewards program associated with the Facility. v. Subscriber acknowledges and agrees that Nokomis does not guarantee production and that Subscriber has no defenses, set-offs, bases for withholding payments, counterclaims, or failure of perfotiiiance claims against Nokomis. vi. Subscriber understands and agrees that this Agreement does not afford Subscriber any stock, share, or ownership interest in Nokomis or the Facility, its assets, income, or profits nor is it a guarantee,warrant, or right to purchase the foregoing. Subscriber acknowledges that the neither this Agreement, Facility Capacity, Bill Credits, nor Subscriber's Allocation, have been registered under any securities laws or regulations and Subscriber agrees not to assign, transfer, sell or otherwise dispose of the Subscriber's Allocation and Bill Credits in such a manner that will violate any securities laws or regulations. vii. Subscriber acknowledges and agrees it will promptly notify Nokomis of any changes in Subscriber's Data 12. Default a. Events of Default. The following shall each constitute an Event of Default by a Party: i. Subscriber fails to make any material payment due under this Agreement within thirty (30) days after delivery of notice from Nokomis that such payment is overdue. 7 ii. Subscriber materially fails to perform or comply with any material representation, warranty, obligation or covenant set forth in this Agreement and such failure continues for a period of thirty(30) days after delivery of notice thereof from Nokomis. iii. Subscriber assigns, transfers, encumbers, or sells this Agreement or any part of Subscriber's Allocation or Bill Credits in violation of this Agreement. iv. Subscriber makes an assignment for the benefit of creditors, admits in writing its insolvency, or is subject to a petition for dissolution or reorganization, voluntary or involuntary, under the U.S. Bankruptcy Code. v. Nokomis substantially abandons the project and such default continues for a period of thirty (30) days after delivery of notice from Subscriber, provided that if such default may not reasonably be cured within thirty (30) days, such cure period may be extended for a reasonable period of time not to exceed an additional sixty(60) days. vi. Nokomis is deemed to have committed fraud or gross negligence in the performance of its obligations under the Agreement. b. Production of fewer kilowatt hours of electrical energy than the Facility Capacity shall not constitute an Event of Default under this Agreement. The proportional reduction of the Monthly Subscription Payment shall be Subscriber's sole remedy for underperformance under this Agreement. c. Force Majeure If by reason of Force Majeure,Nokomis is unable to carry out, either in whole or in part, any of its obligations herein, such Nokomis shall not be deemed to be in default during the continuation of such inability,provided that within a reasonable time after the occurrence of the Force Majeure event,Nokomis gives Subscriber notice describing the particulars of the occurrence and the anticipated period of delay and uses reasonable efforts to remedy the cause(s) preventing it from carrying out its obligations. "Force Majeure" as used in this Agreement shall mean an event or circumstances beyond the reasonable control of Nokomis not resulting from the Nokomis's negligence, including, but not limited to fire, acts of God, earthquake, flood or other casualty or accident; break down or failure of XCEL's electric distribution system; serial equipment defect; strikes or labor disputes; war, civil strife or other violence; and any law, order, proclamation, regulation, ordinance, action, demand or requirement of any government agency or utility. 13. Early Termination a. In the event that the Commercial Operation Date is not achieved by January 1, 2020, and any of the following events or circumstances occur, either Party may terminate this Agreement, without liability, upon delivery of such notice to the other Party: i. after timely application to XCEL and commercially reasonable efforts to secure interconnection services,Nokomis has not received written confirmation and evidence that interconnection services will be available for the energy generated by the Facility; or 8 ii. if XCEL or another party with the authority to do so disqualifies Nokomis or the Facility from participating in the CSG Program; or iii. Nokomis is unable to obtain financing for the Facility on commercially reasonable terms, which shall be determined in Nokomis' sole and absolute discretion, on or before January 1, 2020. b. Upon the occurrence of an Event of Default,the non-defaulting party may terminate the Agreement ninety (90) days after providing notice of termination to the defaulting party, unless the default is cured within that ninety (90) day period. c. If at any time Subscriber ceases to be an XCEL customer, Subscriber may terminate this Agreement upon the following terms and conditions: i. Subscriber provides one hundred eighty (180) days advanced notice to Nokomis; ii. Subscriber pays Nokomis all amounts due and owed to Nokomis after reconciliation of the Monthly Subscription Payment; and either: • Subscriber agrees to work with Nokomis to identify a Replacement Subscriber eligible to purchase Subscriber's Allocation from the Facility, which has the same or better credit as Subscriber, and actually executes a Subscription Agreement to become a Subscriber of the Facility, or • Subscriber pays Nokomis a Termination Fee equal to a Transfer Fee of$500 and a subscriber acquisition fee of$0.005/W based on the amount of Subscriber's Allocation that has not been replaced or transferred at time of termination. Subscriber agrees to use all reasonable efforts to assist Nokomis with the transfer to a new Subscriber, including but not limited to executing an assignment of Subscriber's Allocation to Nokomis or a new Subscriber, and any other documentation associated with the termination. Nokomis shall use all reasonable efforts to have Replacement Subscriber become a Subscriber of the Facility,but under no circumstances shall Nokomis be liable to Subscriber if no Subscription Agreement is executed between Nokomis and Replacement Subscriber. Subscriber agrees that the Termination Fee is a fair estimate of Nokomis' administrative expenses associated with the termination and such fee may not be reduced by Nokomis or Subscriber's mitigation. If Subscriber terminates this Agreement,Nokomis shall have no further liability to Subscriber and shall not be required to refund or otherwise compensate Subscriber pursuant to this Agreement. d. If at any time Subscriber ceases to be eligible to purchase Subscriber's Allocation from the Facility,this Agreement may be subject to termination by Nokomis. e. This Agreement may be terminated upon the death of Subscriber, if Subscriber is a natural person and the sole XCEL account holder associated with the Bill Credits. 9 f. In the event of Subscriber's breach, repudiation, or termination of this Agreement constituting an Event of Default or violation of sections 13(b) or(d)herein,Nokomis shall be entitled to recover from Subscriber(subject to Nokomis' duty to mitigate damages): (i) the unpaid Monthly Subscription Payments due at the time of such breach,repudiation, or termination; and(ii)Nokomis' damages resulting from Subscriber's breach, repudiation, or termination, including estimated Monthly Subscription Payments over the remaining Term less compensation received by XCEL, if any, attributable to Subscriber's Allocation. Any post- termination Monthly Subscription Payments that may qualify as damages under this section will be calculated based on the Schedule of Expected Deliveries of Bill Credits (Exhibit B) and the Bill Credit Rate applicable to each year of the remaining Term. The parties agree that the damages payable under this section do not constitute a penalty but are a reasonable estimate of Nokomis' actual damages from Subscriber's breach, repudiation, or termination of this Agreement. 14. Assignment; Transfer a. Nokomis Assignment • Nokomis may assign or transfer all or any portion of this Agreement to any affiliate, any financial institution, or any entity that has agreed in writing to recognize and not disturb Subscriber's rights under this Agreement, including upon foreclosure or conveyance in lieu thereof Nokomis may also assign or transfer all or any portion of this Agreement to another CSG Facility owned by Nokomis, an affiliate, or another owner/operator, so long as the CSG Facility is located in the same or adjacent county to Subscriber Site. Upon such assignment or transfer Nokomis shall provide updated disclosure information, as required by this Agreement or the CSG Program. Nokomis may assign or transfer this Agreement without providing Subscriber with prior notice and without obtaining Subscriber's prior consent. Upon any such transfer or assignment,Nokomis will notify Subscriber and Nokomis shall be released from all future obligations under this Agreement. b. Subscriber Transfer Subscriber may transfer this Agreement to any person or entity only upon the following terms and conditions: i. Subscriber provides ninety (90) days advanced written notice to Nokomis; ii. The person or entity Replacement Subscriber is eligible to purchase Subscriber's Allocation from the Facility, has the same or better credit as Subscriber, and actually executes a Subscription Agreement to become a Subscriber of the Facility; iii. Subscriber pays Nokomis all amounts due and owed to Nokomis after reconciliation of the Monthly Subscription Payment; iv. Subscriber pays Nokomis a Transfer Fee of five hundred dollars ($500); and 10 a, v. Subscriber obtainspp P rior approval from Nokomis, which Nokomis may provide or withhold in its absolute discretion. Nokomis shall use all reasonable efforts to have Replacement Subscriber become a Subscriber of the Facility, but under no circumstances shall Nokomis be liable to Subscriber if no Subscription Agreement is executed between Nokomis and Replacement Subscriber. Subscriber agrees that the Transfer Fee is a fair estimate of Nokomis' administrative expenses associated with the termination and such fee may not be reduced by Nokomis or Subscriber's mitigation. If Subscriber transfers this Agreement,Nokomis shall have no further liability to Subscriber and shall not be required to refund or other compensate Subscriber pursuant to this Agreement. c. Subscriber Address Change Subscriber may change the Subscriber Site without any prior approval from Nokomis so long as Subscriber provides ninety (90) days prior notice to Nokomis,pays a five hundred dollar($500) Transfer Fee and Subscriber continues to be eligible to purchase Subscriber's Allocation from the Facility. If Subscriber ceases to be eligible to purchase Subscriber's Allocation from the Facility, but remains an XCEL customer,Nokomis has the right but not the obligation to transfer Subscriber to a different Nokomis CSG Facility. If Subscriber cannot fulfill all of Subscriber's Allocation, Subscriber is subject to the terms of Early Termination as defined in this Agreement for the portion of Subscriber's Allocation that cannot be transferred. 15. Dispute Resolution a. In the event of any controversy, dispute or claim arising out of or relating to this Agreement,the complaining Party shall provide written notice to the other Party, and the Parties shall attempt in good faith to resolve the dispute amicably. b. Any controversy or claim arising out of or relating to this contract, or the breach thereof, that cannot be resolved within thirty(30) days after written notice of the dispute to the other Party shall be settled by arbitration administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof Such arbitration shall be held in Minneapolis, Minnesota before one arbitrator with experience in electrical distribution pricing. c. Continuation of Performance. During the pendency of any dispute hereunder, the Parties shall continue to perform their respective obligations under this Agreement. d. Exclusive Remedy. The parties acknowledge and agree that arbitration is the exclusive remedy provided herein and that if either Party files a claim or complaint or cause of action in any state or federal court or other tribunal without first seeking arbitration pursuant to the provision above,the other party shall be entitled to recover attorneys fees and costs from the filing party. 16. Limitation of Liability 11 a. No Special Damages NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT OR PUNITIVE DAMAGES OF ANY CHARACTER, RESULTING FROM, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY INCIDENT TO ANY ACT OR OMISSION OF A PARTY RELATED TO THE PROVISIONS OF THIS AGREEMENT, IRRESPECTIVE OF WHETHER CLAIMS OR ACTIONS FOR SUCH DAMAGES ARE BASED UPON CONTRACT, WARRANTY,NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY AT LAW OR EQUITY. b. No Warranty EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,NOKOMIS MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE PROJECT OR ITS OBLIGATIONS HEREUNDER.NOKOMIS DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,NOKOMIS DOES NOT WARRANT OR GUARANTEE THE AMOUNT OF ELECTRICITY, FACILITY CAPACITY, SUBSCRIBER ALLOCATION,ALLOCATION AMOUNT, KILOWATT ALLOCATION, OR BILL CREDITS. THE AMOUNTS SET FORTH ON EXHIBIT B ARE FOR ILLUSTRATION PURPOSES ONLY,AND SUBSCRIBER ACKNOWLEDGES THE BILL CREDITS MAY BE GREATER OR LESS THAN THE ESTIMATES PROVIDED. 17. Lender And Tax Equity Investor Accommodations a. Subscriber acknowledges that Nokomis may finance the construction, development, and installation of the Project through one or more financial partners or financial institutions, or their assigns (collectively hereafter"Lender/Investor") and that Nokomis may sell or assign the Project and/or may secure Nokomis' obligations thereunder by, among other encumbrances, a pledge or collateral assignment of this Agreement and a first priority security interest in the Project. b. Subscriber acknowledges and agrees that Lender/Investor approval and consent may be required for the following: i. Any modification in the operation or maintenance of the Project; ii. Any modification to the information disclosures; iii. Any modification to the CSG Contract; iv. Any additional Subscriber representations, warranties, and covenants; or v. Any amendment to this Agreement, including but not limited to any calculation of the Monthly Subscription Payments, Subscriber Eligibility Criteria, and Subscriber's ability to terminate this Agreement. 12 c. Subscriber acknowledges and agrees that under no circumstances shall: i. Lender/Investor be liable to Subscriber for any act or omission of Nokomis; ii. Lender/Investor be subject to any defenses or offsets that Subscriber may have against Nokomis under this Agreement; or iii. Lender/Investor be liable with respect to any breach of any representation or warranty made by Nokomis to Subscriber under this Agreement. 18. Lender's and Tax Equity Investor's Default Rights If Nokomis defaults under Nokomis's financing documents with its Lender or Investor, Lender or Investor shall be entitled to exercise any of Nokomis's rights and obligations under this Agreement. Subscriber acknowledges and agrees that Lender's security interest in the Project may be a first priority security interest in the Project. Lender/Investor may also be entitled to exercise all rights and remedies of secured or preferred parties generally with respect to this Agreement and the Project, including, but not limited to the following: a. Lender/Investor may have the right,but not the obligation, to pay all sums due from Nokomis, perform any other act required of Nokomis, and to cure any default by Nokomis in which case this Agreement will continue in full force and effect. b. Lender/Investor may have the option to sell its interest in the Project. If Lender/Investor exercises that remedy, it shall not constitute a default under this Agreement, and such sale shall not require Subscriber's prior consent. c. Upon the reasonable request of Lender/Investor and upon Lender/Investor providing Subscriber with all required disclosure information, Subscriber agrees to enter into a new Agreement with Lender/Investor or their assigns under substantially the same terms as this Agreement within ninety (90) days of the termination of this Agreement. d. Upon the reasonable request of Nokomis or Lender/Investor, Subscriber agrees to execute and deliver to Nokomis or Lender/Investor any document, instrument, or statement in such foim as Nokomis or Lender/Investor may require by which Subscriber acknowledges and confirms that the legal and beneficial ownership of the Project remains in Nokomis or its affiliate or as is otherwise reasonably requested by Lender/Investor in order to create, perfect, continue, or terminate the security or equitable interest in the Project in favor of Lender/Investor. 19. Mutual Indemnification Nokomis will defend, hold harmless, and indemnify Subscriber, its officers, directors, employees, and agents from any claims, liabilities, or expenses (including reasonable attorney's fees) arising from or relating to the Nokomis's breaches of or willful or negligent acts or omissions in connection with this Agreement. Subscriber will defend, hold harmless, and indemnify Nokomis, its officers, directors, employees, and agents from any claims, liabilities, 13 or expenses (including reasonable attorney's fees) arising from or relating to Subscriber's breaches of or willful or negligent acts or omissions in connection with this Agreement. The provision of this section shall survive the termination of the Agreement with respect to any claim, action, or proceeding that relates to acts or omissions during the term of this Agreement. 20. Miscellaneous a. XCEL Disputes Nokomis shall be solely responsible for resolving any dispute with XCEL regarding the production of electricity by the Facility. Subscriber shall be solely responsible for resolving any dispute with XCEL regarding the calculation of the Bill Credit Rate. b. Notices i. Any notice provided pursuant to this Agreement shall be in writing. All notices, demands, or requests shall be deemed given when emailed, or mailed, postage prepaid, registered or certified mail, return receipt requested. ii. Subscriber shall promptly notify Nokomis of any changes in Subscriber Data. iii. All notices and communications to Nokomis shall be sent to the following address: Attn: Subscription Management Nokomis Energy LLC 818 W 46th Street Suite 204 Minneapolis, MN 55419 subscription@nokomis.partners c. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Minnesota without reference to any choice of law principles. d. Insurance. With respect to the services provided pursuant to this Agreement,Nokomis shall at all times during the tell!'of this Agreement and beyond such term when so required have and keep in force insurance with limits of liability as required under the CSG Program. Operations period insurance coverage is anticipated to include workman's compensation insurance, automobile liability, environmental liability insurance and general liability insurance with industry standard liability limits and deductibles. Specific insurance information can be provided upon request. e. Compliance with Law. In performing its obligations under this Agreement, each Party will comply with all statutes, orders,by-laws, regulations, or other laws of any governmental agency. Nokomis shall obtain and maintain any and all permits, licenses, bonds, certificates and other similar approvals required in connection with this Agreement. 14 f Entire Agreement. This Agreement, and all documents referenced herein, contain the entire agreement between Parties with respect to the subject matter hereof, and supersede all other understandings or agreements,both written and oral, between the Parties relating to the subject matter hereof. g. Amendments; Binding Effect. This Agreement may not be amended or altered unless in writing and signed by each Party, successor or assignee. This Agreement inures to the benefit of and is binding upon the Parties and their respective successors and assigns. h. Section Headings. Section headings are for reference purposes only and are not intended to create substantive rights or obligations. i. Severability. In the event that any provision of this Agreement is determined to be invalid by a court or arbitrator of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other provision herein. j. Waiver. No failure of either party to give notice of, or seek a remedy for, any violation of this Agreement, or to insist on strict performance hereunder shall reduce, impair, or affect such party's right to later seek such remedy, or insist on such performance with respect to the same or any other violation or failure, regardless of such party's knowledge or lack of knowledge thereof. k. No Joint Venture.Nothing in this Agreement will be constructed to place the parties in the relationship of partners,joint-ventures,principal and agent, or any other legal or equitable relationship in which any one of the parties may (except as specifically provided in this Agreement)be liable for the acts or omissions of the other party and no party has the authority to bind or obligate the other party in any matter whatsoever.Nokomis and Subscriber acknowledge and agree that each party is engaged in a separate and independent business and neither shall state, represent, or imply any interest in or control over the business of the other. 1. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. m. Further Assurances. Each Party shall execute, acknowledge and deliver such documents and assurances, reasonably requested by the other Party for the purpose of effecting or confirming any of the transactions contemplated by this Agreement. n. No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties hereto. Except as expressly set forth in this Agreement, nothing in this Agreement shall be construed to create any duty to or standard of care with reference to, or any liability to, or any benefit for, any person not a party to this Agreement. o. Confidentiality and Data Privacy.Nokomis will not disclose any Subscriber Data to any third party without the express written consent of Subscriber, except disclosures to XCEL, as required pursuant to the CSG Program, or unless required by law. All Subscriber Data will be kept by Nokomis pursuant to Nokomis' Privacy Policy a copy of which is attached as Exhibit D to the Garden Terms and Conditions. Nokomis reserves the right to update and revise its Privacy Policy, as it deems necessary, without Subscriber's prior consent. 15 The parties acknowledge e and agree this Agreement is governed by the Minnesota Government Data Practices Act(Minn. Stat. Ch. 13). Under no circumstances shall Subscriber be required to act or not act in a manner that it reasonably believes, after consultation with counsel may be in violation of such act. [SIGNATURE PAGE FOLLOWS] 16 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. City of Farmington �--- Name: %c d/ L'iw Title: ,'Tey c:/- NOKOMIS ENERGY LLC By: Name: Title: 16 COMMUNITY SOLAR GARDEN SUBSCRIPTION AGREEMENT CANNON GARDEN TERMS AND CONDITIONS The Garden Terms and Conditions of the Community Solar Garden Subscription Agreement form one"Agreement"with the General Terms and Conditions, and are subject to all terms and conditions set forth therein. The Garden Terms and Conditions provide the terms of the Agreement unique to each Community Solar Garden facility and the Subscriber first named above. Facility Location(County): Rice County Premises Owned or Controlled By: Cannon Garden LLC Xcel SRC Garden#: 063633 Facility Capacity: 1,000 kWAC/ 1,345 kWDC Subscriber Premise: Ice Arena Subscriber Xcel Account No.: 51-4874007-2 Subscriber Premise No.: 302488137 Subscriber's Allocation: 40 % of Garden Allocation Amount: 626482 kWH= 538.2 kWDC Solar Panel(Brand,Power) To be inserted prior to construction(must meet all applicable codes & standards) EXHIBITS: A. Contract Between XCEL and Cannon Garden LLC B. Schedule of Expected Deliveries of Bill Credits C. XCEL Subscriber Agency Agreement D. Nokomis Privacy Policy E. Conceptual Garden Layout F. Solar Panel Warranty G. Long Term Garden Operations &Maintenance Plan [SIGNATURE PAGE FOLLOWS] 17 IN WITNESS WHEREOF,the Parties have executed this Agreement as of the Effective Date. By: Name: "%e, / ,/ Title: fey c r CANNON GARDEN LLC By: Name: Title: GARDEN TERMS AND CONDITIONS EXHIBIT A CSG Contract Between XCEL and Cannon Garden LLC (To be provided prior to Garden's Commercial Operation Date) CLICK HERE TO LINK TO STANDARD CONTRACT ON XCEL'S WEBSITE GARDEN TERMS AND CONDITIONS EXHIBIT B Schedule of Expected Deliveries of Bill Credits Nokomis Estimated Subscriber's Subscription Estimate Value Estimated Subscriber Xcel Bill Credit Subscription Annual Energy Allocated Allotment of Bill Credits Subscription Estimated Net Term Year Value Rate Delivered(kWh) Percentage (kWh) Delivered Payments Benefit 1 $ 0.1033 $ 0.0933 1,782,788 40.00% 713,115 $ 73,664.74 $ 66,533.59 $ 7,131.15 2 $ 0.1057 $ 0.0957 1,729,304 40.00% 691,721 $ 73,112.55 $ 66,195.34 $ 6,917.21 3 $ 0.1081 $ 0.0981 1,720,390 40.00% 688,156 $ 74,423.15 $ 67,541.59 $ 6,881.56 4 $ 0.1107 $ 0.1007 1,711,476 40.00% 684,590 $ 75,755.20 $ 68,909.30 $ 6,845.90 5 $ 0.1132 $ 0.1032 1,702,562 40.00% 681,024 $ 77,109.01 $ 70,298.77 $ 6,810.24 6 $ 0.1159 $ 0.1059 1,693,648 40.00% 677,459 $ 78,484.86 $ 71,710.28 $ 6,774.59 7 $ 0.1185 $ 0.1085 1,684,734 40.00% 673,893 $ 79,883.05 $ 73,144.12 $ 6,738.93 8 $ 0.1213 $ 0.1113 1,675,820 40.00% 670,328 $ 81,303.87 $ 74,600.59 $ 6,703.28 9 $ 0.1241 $ 0.1141 1,666,906 40.00% 666,762 $ 82,747.62 $ 76,080.00 $ 6,667.62 10 $ 0.1270 $ 0.1170 1,657,992 40.00% 663,197 $ 84,214.60 $ 77,582.63 $ 6,631.97 11 $ 0.1299 $ 0.1199 1,649,078 40.00% 659,631 $ 85,705.11 $ 79,108.80 $ 6,596.31 12 $ 0.1329 $ 0.1229 1,640,165 40.00% 656,065 $ 87,219.45 $ 80,658.79 $ 6,560.65 13 $ 0.1360 $ 0.1260 1,631,251 40.00% 652,500 $ 88,757.92 $ 82,232.92 $ 6,525.00 14 $ 0.1392 $ 0.1292 1,622,337 40.00% 648,934 $ 90,320.84 $ 83,831.49 $ 6,489.34 15 $ 0.1424 $ 0.1324 1,613,423 40.00% 645,369 $ 91,908.50 $ 85,454.81 $ 6,453.69 16 $ 0.1457 $ 0.1357 1,604,509 40.00% 641,803 $ 93,521.21 $ 87,103.18 $ 6,418.03 17 $ 0.1491 $ 0.1391 1,595,595 40.00% 638,238 $ 95,159.29 $ 88,776.91 $ 6,382.38 18 $ 0.1526 $ 0.1426 1,586,681 40.00% 634,672 $ 96,823.03 $ 90,476.31 $ 6,346.72 19 $ 0.1561 $ 0.1461 1,577,767 40.00% 631,106 $ 98,512.76 $ 92,201.70 $ 6,311.06 20 $ 0.1597 $ 0.1497 1,568,853 40.00% 627,541 $ 100,228.77 $ 93,953.37 $ 6,275.41 21 $ 0.1634 $ 0.1534 1,559,939 40.00% 623,975 $ 101,971.39 $ 95,731.64 $ 6,239.75 22 $ 0.1672 $ 0.1572 1,551,025 40.00% 620,410 $ 103,740.91 $ 97,536.82 $ 6,204.10 23 $ 0.1711 $ 0.1611 1,542,111 40.00% 616,844 $ 105,537.66 $ 99,369.22 $ 6,168.44 24 $ 0.1751 $ 0.1651 1,533,197 40.00% 613,279 $ 107,361.93 $ 101,229.15 $ 6,132.79 25 $ 0.1791 $ 0.1691 1,524,283 40.00% 609,713 $ 109,214.05 $ 103,116.92 $ 6,097.13 'For the purposes of the table Term year 1 begins on the Commercial Operation Date. 2Xcel Bill Credit Value is based on the project receiving Xcel's 2017 Value of Solar Tariff rate. 3Energy values are estimates of(i)the kWhs of Delivered Energy expected to be generated annually by the System and(ii) the portion of the Delivered Energy generated annually that is to be allocated to Subscriber pursuant to Subscriber' s Allocated Percentage, which amount is derived by multiplying the estimated Delivered Energy by the Subscriber's Allocated Percentage in each year. If necessary, the table will be updated upon final design of the System; provided, however, any such updated values are also estimates. 4Operators used PVSYST to develop the above production projections. GARDEN TERMS AND CONDITIONS EXHIBIT C XCEL Subscriber Agency Agreement CLICK HERE TO LINK TO STANDARD CONTRACT ON XCEL'S WEBSITE Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 89 Attachment"A" 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: Community Solar Garden Address: Cannon Garden 44.242578,-93.268167 Community Solar Garden Operator: Community Solar Garden contact information for Subscriber questions and complaints: Cannon Garden LLC Address(if different from above): T 818 W 46th St#204, Minneapolis, MN 55419 Telephone number:6124703223 Email address: subscription@nokomis.partners Web Site URL: www.nokomis.partners Fax: N Subscriber Name: Subscriber Service Address where receiving electrical service from Northern City of Farmington States Power Company: 114 Spruce Street, Farmington, MN 55024 Subscriber's Account Number with Subscriber Mailing Address(if different N Northern States Power Company: from above): 51-4874007-2 430 3rd St, Farmington, MN 55024 N (Continued on Sheet No.9-90) Date Filed: 06-19-17 By: Christopher B.Clark Effective Date: 12-07-17 President, Northern States Power Company,a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company,a Minnesota corporation Minneapolis,Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 90 Northern States Power Company Contact Information N Mailing Address: Xcel Energy Attn:SRCMN;PO Box 59;Minneapolis,MN 55440-0059 Phone:1(800)895-4999 Ercall:SRCMN@xcelenergy.com Fax: N 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. (Continued on Sheet No.9-91) Date Filed: 06-19-17 By: Christopher B.Clark Effective Date: 12-07-17 President, Northern States Power Company, a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 91 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 Usage Data(data collected from the utility C Subscriber meters that reflects the quantity,quality, or timing of the Subscriber's electric usage or electricity C production for the service address and account number identified for participation in the Community Solar Garden). C 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 Enemy 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." (Continued on Sheet No.9-92) Date Filed: 02-23-17 By: Christopher B.Clark Effective Date: 01-19-17 President, Northern States Power Company,a Minnesota corporation Docket No. E002/M-13-867 Order Date: 04-07-14 Northern States Power Company,a Minnesota corporation Minneapolis,Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) Original Sheet No. 92 4. Information Sharing. (Continued) N 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 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. N (Continued on Sheet No.9-93) Date Filed: 09-30-13 By: David M.Sparby Effective Date: 09-17-14 President and CEO of Northern States Power Company,a Minnesota corporation Docket No. E002/M-13-867 Order Date: 09-17-14 S:\General-Offices-GO-01\PSF\RA\Rates\Current\Mn elec\Me 9 092.doc Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 2nd Revised Sheet No. 93 4. Information Sharing. (Continued) 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. g. Successor or Assigns. This Subscriber Agency Agreement and Consent Form shall apply fully to all successors or assigns of the Community Solar Garden Operator,and to all subsequent successors or assigns, without the need for Subscriber's consent. h. 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. 5.Subscriber Disclosures. N a. Customer data can provide insight into activities within the premise receiving utility service.Northern States Power Company may not disclose customer data except(1)if you authorize the disclosure, (2)to contracted agents that perform services on behalf of the utility,or(3)as otherwise permitted or required by regulations. b. Not authorizing disclosure will not affect utility service, but will impact a proposed Subscriber's ability to participate in the Solar*Rewards Community program. c. Subscribers may access their standard customer data from Northern States Power Company without any additional charge. d. Northern States Power Company will have no control over the data disclosed pursuant to this consent, and will not be responsible for monitoring or taking any steps to ensure that the data recipient maintains the confidentiality of the data or uses the data as authorized by you. Please be advised that you may not be able to control the use or misuse of your data once it has been released. N (Continued on Sheet No.9-93.1) Date Filed: 06-19-17 By: Christopher B.Clark Effective Date: 12-07-17 President, Northern States Power Company,a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company, a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO. 2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) Original Sheet No. 93.1 5. Subscriber Disclosures. (Continued) N e. In addition to the Subscriber data described above,the data recipient may also receive the following from Northern States Power Company:your name; account number;service number; meter number; utility type;service address; premise number; premise description; meter read date(s); number of days in the billing period; utility invoice date; base rate bill amount; other charges including base rate and non-base rate adjustments;taxes; and invoice total amount. Northern States Power Company will not provide any other information, including personally identifiable information such as your Social Security Number or any financial account number to the data recipient through this consent form. f. For additional information, including the Xcel Energy privacy policy that applies to Northern States Power Company,visit:xcelenergv.com. N Subscriber's Name: C%I c.�F�G'r///i/7141/2 L Subscriber's Signatures L Print or Type name and N Title of signatory if Subscriber N is a corporation or unit of _ N government: /c€7/e/ 5 '%, /4-1c?e Date: wJ r`ie /3" :2C-5,1 - L (Continued on Sheet No. 9-94) Date Filed: 06-19-17 By: Christopher B. Clark Effective Date: 12-07-17 President, Northern States Power Company, a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 GARDEN TERMS AND CONDITIONS EXHIBIT D Nokomis Privacy Policy Nokomis is committed to preserving your privacy and data. This Privacy Policy explains the types of data and information Nokomis collects and how it is protected and used. By using our website or otherwise providing us your information,you consent to this Privacy Policy. Nokomis may amend this Privacy Policy from time to time. Your continued use of our website will be deemed to be consent to any amendments. If you have any questions regarding this Privacy Policy you may contact us using the information below. WHAT INFORMATION DO WE COLLECT? We collect information from you when you register on our site,fill out a form,sign up to receive our communications,voluntarily provide us with contact information,or subscribe to a solar garden. We also collect information that is sent to us automatically by your web browser.This information typically includes your IP address,the identity of your Internet service provider,the name and version of your operating system,the name and version of your browser,the date and time of your visit,and the pages you visit.Please check your browser if you want to learn what information your browser sends or how to change your settings. Our website uses cookies to automatically help provide better services.They allow us to recognize your browser and capture and remember certain information.They are also used to help us understand your preferences based on previous or current site activity,which enables us to provide you with improved services.We also use cookies to help us compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools to our subscribers in the future.You can choose to have your computer warn you each time a cookie is being sent,or you can choose to turn off all cookies.You do this through your browser settings. HOW DO WE USE YOUR INFORMATION? Any of the information we collect from you may be used to personalize your experience,to improve our website,to improve customer service,to process transactions,to track visitors of our website,and to facilitate your subscription to a solar garden. We may also use the contact information you have provided us to respond to your requests,or otherwise communicate with you about our services,information pertaining to your subscription,occasional company news,updates,related product or service information,etc. DO WE DISCLOSE ANY INFORMATION TO THIRD PARTIES? We do not sell,trade,or otherwise transfer to outside parties your personally identifiable information.This does not include trusted third parties who assist us in operating our website,conducting our business,or servicing you,so long as those parties agreed to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law,enforce our site policies,or protect ours or others rights,property,or safety.Your personal information will not be provided to other parties for marketing,advertising,or other uses.However, non-personally identifiable visitor information may be provided to other parties for marketing,advertising,or other uses. HOW DO WE PROTECT YOUR INFORMATION? We maintain reasonable administrative,physical,and technological measures to protect the confidentiality and security of your personal information. We employ industry-standard Secure Socket Layer(SSL)technology in an effort to protect data transmissions. However,due to the inherent open nature of the Internet we cannot guarantee that communications between you and any Web Site or Service,or information stored on any Web Site or our servers,will be free from unauthorized access by third parties such as hackers. CONSENT TO COMMUNICATIONS By providing your contact information to us,you consent to receive email messages,phone calls,and mail(sometimes promotional in nature)from Nokomis and our affiliates and community partners at the contact information you provide.You do not need to consent to these communications in order to subscribe to one of our community solar gardens. If at anytime you would like to unsubscribe from receiving future emails,we include detailed unsubscribe instructions at the bottom of each email. We may still contact you about your transactions with us,such as your community solar subscription. EXTERNAL LINKS Our website,www.nokomis.partners,as well as any website under our control,includes links to external websites.These links do not fall under the www.nokomis.partners domain,and Nokomis is not responsible for the privacy practices or the content of external websites.Your use of any linked website is solely at your own risk. CONTACT US If you have any questions about this Privacy Policy,please contact us by email at:connect(a,,nokomis.nartners or by mail at:818 W 46`h Street,Suite 201,Minneapolis,MN 55419. GARDEN TERMS AND CONDITIONS EXHIBIT E Conceptual Layout r,e, a t 4 q .#rt GARDEN TERMS AND CONDITIONS EXHIBIT F Solar Panel Warranty To be provided prior to commencing construction GARDEN TERMS AND CONDITIONS EXHIBIT G Long Term Maintenance Plan To be provided by Operator prior to Commercial Operation Date COMMUNITY SOLAR GARDEN SUBSCRIPTION AGREEMENT ROBERDS GARDEN TERMS AND CONDITIONS The Garden Terms and Conditions of the Community Solar Garden Subscription Agreement form one"Agreement"with the General Terms and Conditions, and are subject to all terms and conditions set forth therein. The Garden Terms and Conditions provide the terms of the Agreement unique to each Community Solar Garden facility and the Subscriber first named above. Facility Location(County): Rice County Premises Owned or Controlled By: Roberds Garden LLC Xcel SRC Garden#: 063634 Facility Capacity: 1,000 kWAC/ 1,345 kWDC Subscriber Premise: Ice Arena Subscriber Xcel Account No.: 51-4874007-2 Subscriber Premise No.: 302488137 Subscriber's Allocation: 1.23 % of Garden Allocation Amount: 19214 kWH= 16.51 kWDC Solar Panel (Brand,Power) To be inserted prior to construction(must meet all applicable codes & standards) EXHIBITS: A. Contract Between XCEL and Roberds Garden LLC B. Schedule of Expected Deliveries of Bill Credits C. XCEL Subscriber Agency Agreement D. Nokomis Privacy Policy E. Conceptual Garden Layout F. Solar Panel Warranty G. Long Term Garden Operations&Maintenance Plan [SIGNATURE PAGE FOLLOWS] 17 IN WITNESS WHEREOF,the Parties have executed this Agreement as of the Effective Date. By: Name: YZyc/c7' Lce 5'c. Title: 11 .(7:3a/ ROBERDS GARDEN LLC By: Name: Title: GARDEN TERMS AND CONDITIONS EXHIBIT A CSG Contract Between XCEL and Roberds Garden LLC (To be provided prior to Garden's Commercial Operation Date) CLICK HERE TO LINK TO STANDARD CONTRACT ON XCEL'S WEBSITE GARDEN TERMS AND CONDITIONS EXHIBIT B Schedule of Expected Deliveries of Bill Credits Nokomis Estimated Subscriber's Subscription Estimate Value Estimated Subscriber Xcel Bill Credit Subscription Annual Energy Allocated Allotment of Bill Credits Subscription Estimated Net Term Year Value Rate Delivered(kWh) Percentage (kWh) Delivered Payments Benefit 1 $ 0.1033 $ 0.0933 1,782,788 1.23% 21,871 $ 2,259.27 $ 2,040.56 $ 218.71 2 $ 0.1057 $ 0.0957 1,729,304 1.23% 21,215 $ 2,242.34 $ 2,030.19 $ 212.15 3 $ 0.1081 $ 0.0981 1,720,390 1.23% 21,106 $ 2,282.53 $ 2,071.48 $ 211.06 4 $ 0.1107 $ 0.1007 1,711,476 1.23% 20,996 $ 2,323.39 $ 2,113.43 $ 209.96 5 $ 0.1132 $ 0.1032 1,702,562 1.23% 20,887 $ 2,364.91 $ 2,156.04 $ 208.87 6 $ 0.1159 $ 0.1059 1,693,648 1.23% 20,777 $ 2,407.11 $ 2,199.33 $ 207.77 7 $ 0.1185 $ 0.1085 1,684,734 1.23% 20,668 $ 2,449.99 $ 2,243.31 $ 206.68 8 $ 0.1213 $ 0.1113 1,675,820 1.23% 20,559 $ 2,493.56 $ 2,287.98 $ 205.59 9 $ 0.1241 $ 0.1141 1,666,906 1.23% 20,449 $ 2,537.84 $ 2,333.35 $ 204.49 10 $ 0.1270 $ 0.1170 1,657,992 1.23% 20,340 $ 2,582.83 $ 2,379.43 $ 203.40 11 $ 0.1299 $ 0.1199 1,649,078 1.23% 20,231 $ 2,628.55 $ 2,426.24 $ 202.31 12 $ 0.1329 $ 0.1229 1,640,165 1.23% 20,121 $ 2,674.99 $ 2,473.78 $ 201.21 13 $ 0.1360 $ 0.1260 1,631,251 1.23% 20,012 $ 2,722.18 $ 2,522.06 $ 200.12 14 $ 0.1392 $ 0.1292 1,622,337 1.23% 19,903 $ 2,770.11 $ 2,571.08 $ 199.03 15 $ 0.1424 $ 0.1324 1,613,423 1.23% 19,793 $ 2,818.80 $ 2,620.87 $ 197.93 16 $ 0.1457 $ 0.1357 1,604,509 1.23% 19,684 $ 2,868.27 $ 2,671.43 $ 196.84 17 $ 0.1491 $ 0.1391 1,595,595 1.23% 19,575 $ 2,918.50 $ 2,722.76 $ 195.75 18 $ 0.1526 $ 0.1426 1,586,681 1.23% 19,465 $ 2,969.53 $ 2,774.88 $ 194.65 19 $ 0.1561 $ 0.1461 1,577,767 1.23% 19,356 $ 3,021.35 $ 2,827.80 $ 193.56 20 $ 0.1597 $ 0.1497 1,568,853 1.23% 19,246 $ 3,073.98 $ 2,881.52 $ 192.46 21 $ 0.1634 $ 0.1534 1,559,939 1.23% 19,137 $ 3,127.43 $ 2,936.06 $ 191.37 22 $ 0.1672 $ 0.1572 1,551,025 1.23% 19,028 $ 3,181.70 $ 2,991.42 $ 190.28 23 $ 0.1711 $ 0.1611 1,542,111 1.23% 18,918 $ 3,236.81 $ 3,047.62 $ 189.18 24 $ 0.1751 $ 0.1651 1,533,197 1.23% 18,809 $ 3,292.76 $ 3,104.67 $ 188.09 25 $ 0.1791 $ 0.1691 1,524,283 1.23% 18,700 $ 3,349.56 $ 3,162.56 $ 187.00 'For the purposes of the table Term year 1 begins on the Commercial Operation Date. 2Xcel Bill Credit Value is based on the project receiving Xcel's 2017 Value of Solar Tariff rate. 3Energy values are estimates of(i)the kWhs of Delivered Energy expected to be generated annually by the System and(ii) the portion of the Delivered Energy generated annually that is to be allocated to Subscriber pursuant to Subscriber' s Allocated Percentage, which amount is derived by multiplying the estimated Delivered Energy by the Subscriber's Allocated Percentage in each year. If necessary, the table will be updated upon final design of the System; provided, however, any such updated values are also estimates. 4Operators used PVSYST to develop the above production projections. GARDEN TERMS AND CONDITIONS EXHIBIT C XCEL Subscriber Agency Agreement CLICK HERE TO LINK TO STANDARD CONTRACT ON XCEL'S WEBSITE Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 89 Attachment"A" 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: Community Solar Garden Address: Roberds Garden 44.301528,-93.237761 Community Solar Garden Operator: Community Solar Garden contact information for Subscriber questions and complaints: Address(if different from above): T Roberds Garden LLC 818 W 46th St#204, Minneapolis, MN 55419 Telephone number:6124703223 Email address: subscription@nokomis.partners Web Site URL: www.nokomis.partners Fax: N Subscriber Name: Subscriber Service Address where receiving electrical service from Northern City of Farmington States Power Company: 114 Spruce St, Farmington, MN 55024 Subscriber's Account Number with Subscriber Mailing Address(if different N Northern States Power Company: from above): 51-4874007-2 430 3rd St, Farmington, MN 55024 N (Continued on Sheet No. 9-90) Date Filed: 06-19-17 By: Christopher B. Clark Effective Date: 12-07-17 President, Northern States Power Company,a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 90 Northern States Power Company Contact Information N Mailing Address: Xcel Energy Attn:SRCMN;PO Box 59;Minneapolis,MN 55440-0059 Phone: 1(800)895-4999 Email:SRCMN@xcelenergy.com Fax: N 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. (Continued on Sheet No.9-91) Date Filed: 06-19-17 By: Christopher B. Clark Effective Date: 12-07-17 President, Northern States Power Company,a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 91 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 Usage Data(data collected from the utility C Subscriber meters that reflects the quantity,quality,or timing of the Subscriber's electric usage or electricity C production for the service address and account number identified for participation in the Community Solar Garden). C 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." (Continued on Sheet No. 9-92) Date Filed: 02-23-17 By: Christopher B. Clark Effective Date: 01-19-17 President, Northern States Power Company,a Minnesota corporation Docket No. E002/M-13-867 Order Date: 04-07-14 Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) Original Sheet No. 92 4. Information Sharing. (Continued) N 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 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. N (Continued on Sheet No.9-93) Date Filed: 09-30-13 By: David M.Sparby Effective Date: 09-17-14 President and CEO of Northern States Power Company,a Minnesota corporation Docket No. E002/M-13-867 Order Date: 09-17-14 S:\General-Offices-GO-01\PSF\RA\Rates\Current\Mn elec\Me 9 092.doc Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 2nd Revised Sheet No. 93 4. Information Sharing. (Continued) 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. g. Successor or Assigns. This Subscriber Agency Agreement and Consent Form shall apply fully to all successors or assigns of the Community Solar Garden Operator,and to all subsequent successors or assigns, without the need for Subscriber's consent. h. 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. 5.Subscriber Disclosures. N a. Customer data can provide insight into activities within the premise receiving utility service. Northern States Power Company may not disclose customer data except(1)if you authorize the disclosure, (2)to contracted agents that perform services on behalf of the utility,or(3)as otherwise permitted or required by regulations. b. Not authorizing disclosure will not affect utility service, but will impact a proposed Subscriber's ability to participate in the Solar*Rewards Community program. c. Subscribers may access their standard customer data from Northern States Power Company without any additional charge. d. Northern States Power Company will have no control over the data disclosed pursuant to this consent, and will not be responsible for monitoring or taking any steps to ensure that the data recipient maintains the confidentiality of the data or uses the data as authorized by you. Please be advised that you may not be able to control the use or misuse of your data once it has been released. N (Continued on Sheet No.9-93.1) Date Filed: 06-19-17 By: Christopher B.Clark Effective Date: 12-07-17 President, Northern States Power Company, a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company, a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) Original Sheet No. 93.1 5. Subscriber Disclosures. (Continued) N e. In addition to the Subscriber data described above,the data recipient may also receive the following from Northern States Power Company:your name; account number;service number; meter number; utility type;service address; premise number; premise description; meter read date(s); number of days in the billing period; utility invoice date;base rate bill amount; other charges including base rate and non-base rate adjustments;taxes; and invoice total amount. Northern States Power Company will not provide any other information, including personally identifiable information such as your Social Security Number or any financial account number to the data recipient through this consent form. f. For additional information, including the Xcel Energy privacy policy that applies to Northern States Power Company,visit:xcelenergv.com. N Subscriber's Name: :e' �,7� rit�f� 0,2 L Subscriber's Signature: Print or Type name and N Title of signatory if Subscriber N is a corporation or unit of N government: 7 6-74/2c.?"-' .S C< , /`7cyc,`- Date: J irr IS); .JP /5- L (Continued on Sheet No. 9-94) Date Filed: 06-19-17 By: Christopher B. Clark Effective Date: 12-07-17 President, Northern States Power Company, a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 GARDEN TERMS AND CONDITIONS EXHIBIT D Nokomis PrivacyPolicy Y Nokomis is committed to preserving your privacy and data. This Privacy Policy explains the types of data and information Nokomis collects and how it is protected and used. By using our website or otherwise providing us your information,you consent to this Privacy Policy. Nokomis may amend this Privacy Policy from time to time. Your continued use of our website will be deemed to be consent to any amendments. If you have any questions regarding this Privacy Policy you may contact us using the information below. WHAT INFORMATION DO WE COLLECT? We collect information from you when you register on our site,fill out a form,sign up to receive our communications,voluntarily provide us with contact information,or subscribe to a solar garden. We also collect information that is sent to us automatically by your web browser.This information typically includes your IP address,the identity of your Internet service provider,the name and version of your operating system,the name and version of your browser,the date and time of your visit,and the pages you visit.Please check your browser if you want to learn what information your browser sends or how to change your settings. Our website uses cookies to automatically help provide better services.They allow us to recognize your browser and capture and remember certain information.They are also used to help us understand your preferences based on previous or current site activity,which enables us to provide you with improved services.We also use cookies to help us compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools to our subscribers in the future.You can choose to have your computer warn you each time a cookie is being sent,or you can choose to tum off all cookies.You do this through your browser settings. HOW DO WE USE YOUR INFORMATION? Any of the information we collect from you may be used to personalize your experience,to improve our website,to improve customer service,to process transactions,to track visitors of our website,and to facilitate your subscription to a solar garden. We may also use the contact information you have provided us to respond to your requests,or otherwise communicate with you about our services,information pertaining to your subscription,occasional company news,updates,related product or service information,etc. DO WE DISCLOSE ANY INFORMATION TO THIRD PARTIES? We do not sell,trade,or otherwise transfer to outside parties your personally identifiable information.This does not include trusted third parties who assist us in operating our website,conducting our business,or servicing you,so long as those parties agreed to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law,enforce our site policies,or protect ours or others rights,property,or safety.Your personal information will not be provided to other parties for marketing,advertising,or other uses.However, non-personally identifiable visitor information may be provided to other parties for marketing,advertising,or other uses. HOW DO WE PROTECT YOUR INFORMATION? We maintain reasonable administrative,physical,and technological measures to protect the confidentiality and security of your personal information. We employ industry-standard Secure Socket Layer(SSL)technology in an effort to protect data transmissions. However,due to the inherent open nature of the Internet we cannot guarantee that communications between you and any Web Site or Service,or information stored on any Web Site or our servers,will be free from unauthorized access by third parties such as hackers. CONSENT TO COMMUNICATIONS By providing your contact information to us,you consent to receive email messages,phone calls,and mail(sometimes promotional in nature)from Nokomis and our affiliates and community partners at the contact information you provide.You do not need to consent to these communications in order to subscribe to one of our community solar gardens. If at anytime you would like to unsubscribe from receiving future emails,we include detailed unsubscribe instructions at the bottom of each email. We may still contact you about your transactions with us,such as your community solar subscription. EXTERNAL LINKS Our website,www.nokomis.partners,as well as any website under our control,includes links to external websites.These links do not fall under the www.nokomis.partners domain,and Nokomis is not responsible for the privacy practices or the content of external websites.Your use of any linked website is solely at your own risk. CONTACT US If you have any questions about this Privacy Policy,please contact us by email at:connect(a,,nokomis.partners or by mail at:818 W 46`h Street,Suite 201,Minneapolis,MN 55419. GARDEN TERMS AND CONDITIONS EXHIBIT E Conceptual Layout a9 st t = c TM rk GARDEN TERMS AND CONDITIONS EXHIBIT F Solar Panel Warranty To be provided prior to commencing construction GARDEN TERMS AND CONDITIONS EXHIBIT G Long Term Maintenance Plan To be provided by Operator prior to Commercial Operation Date COMMUNITY SOLAR GARDEN SUBSCRIPTION AGREEMENT ROBERDS GARDEN TERMS AND CONDITIONS The Garden Terms and Conditions of the Community Solar Garden Subscription Agreement form one "Agreement"with the General Terms and Conditions, and are subject to all terms and conditions set forth therein. The Garden Terms and Conditions provide the terms of the Agreement unique to each Community Solar Garden facility and the Subscriber first named above. Facility Location(County): Rice County Premises Owned or Controlled By: Roberds Garden LLC Xcel SRC Garden#: 063634 Facility Capacity: 1,000 kWAC/ 1,345 kWDC Subscriber Premise: City Hall Subscriber Xcel Account No.: 51-4874007-2 Subscriber Premise No.: 304118365 Subscriber's Allocation: 25.2 % of Garden Allocation Amount: 394416 kWH= 338.8 kWDC Solar Panel (Brand, Power) To be inserted prior to construction(must meet all applicable codes & standards) EXHIBITS: A. Contract Between XCEL and Roberds Garden LLC B. Schedule of Expected Deliveries of Bill Credits C. XCEL Subscriber Agency Agreement D. Nokomis Privacy Policy E. Conceptual Garden Layout F. Solar Panel Warranty G. Long Term Garden Operations&Maintenance Plan [SIGNATURE PAGE FOLLOWS] 17 IN WITNESS WHEREOF,the Parties have executed this Agreement as of the Effective Date. By: Name: / c/ Lca, s c,-, Title: /16-.c,/, ROBERDS GARDEN LLC By: Name: Title: GARDEN TERMS AND CONDITIONS EXHIBIT A CSG Contract Between XCEL and Roberds Garden LLC (To be provided prior to Garden's Commercial Operation Date) CLICK HERE TO LINK TO STANDARD CONTRACT ON XCEL'S WEBSITE GARDEN TERMS AND CONDITIONS EXHIBIT B Schedule of Expected Deliveries of Bill Credits Nokomis Estimated Subscriber's Subscription Estimate Value Estimated Subscriber Xcel Bill Credit Subscription Annual Energy Allocated Allotment of Bill Credits Subscription Estimated Net Term Year Value Rate Delivered(kWh) Percentage (kWh) Delivered Payments Benefit 1 $ 0.1033 $ 0.0933 1,782,788 25.18% 448,958 $ 46,377.31 $ 41,887.74 $ 4,489.58 2 $ 0.1057 $ 0.0957 1,729,304_ 25.18% 435,489 $ 46,029.67 $ 41,674.78 $ 4,354.89 3 $ 0.1081 $ 0.0981 1,720,390 25.18% 433,244 $ 46,854.79 $ 42,522.35 $ 4,332.44 4 $ 0.1107 $ 0.1007 1,711,476 _ 25.18% 430,999 $ 47,693.41 $ 43,383.42 $ 4,309.99 5 $ 0.1132 $ 0.1032 1,702,562 25.18% _ 428,754 $ 48,545.73 $ 44,258.19 $ 4,287.54 6 $ 0.1159 $ 0.1059 1,693,648 25.18% 426,510 $ 49,411.93 $ 45,146.84 $ 4,265.10 7 $ 0.1185 $ 0.1085 1,684,734 25.18% 424,265 $ 50,292.19 $ 46,049.54 $ 4,242.65 8 $ 0.1213 $ 0.1113 1,675,820 25.18% 422,020 $ 51,186.70 $ 46,966.50 $ 4,220.20 9 $ 0.1241 $ 0.1141 1,666,906 25.18% 419,775 $ 52,095.65 $ 47,897.89 $ 4,197.75 10 $ 0.1270 $ 0.1170 1,657,992 25.18% 417,530 $ 53,019.22 $ 48,843.91 $ 4,175.30 11 $ 0.1299 $ 0.1199 1,649,078 25.18% 415,286 $ 53,957.60 $ 49,804.74 $ 4,152.86 12 $ 0.1329 $ 0.1229 1,640,165 25.18% 413,041 $ 54,910.99 $ 50,780.58 $ 4,130.41 13 $ 0.1360 $ 0.1260 1,631,251 25.18% 410,796 $ 55,879.57 $ 51,771.61 $ 4,107.96 14 $ 0.1392 $ 0.1292 1,622,337 25.18% 408,551 $ 56,863.54 $ 52,778.02 $ 4,085.51 15 $ 0.1424 $ 0.1324 1,613,423 25.18% 406,307 $ 57,863.09 $ 53,800.02 $ 4,063.07 16 $ 0.1457 $ 0.1357 1,604,509 25.18% 404,062 $ 58,878.41 $ 54,837.79 $ 4,040.62 17 $ 0.1491 $ 0.1391 1,595,595 25.18% 401,817 $ 59,909.70 $ 55,891.53 $ 4,018.17 18 $ 0.1526 $ 0.1426 1,586,681 25.18% 399,572 $ 60,957.14 $ 56,961.42 $ 3,995.72 19 $ 0.1561 $ 0.1461 1,577,767 25.18% 397,327 $ 62,020.95 $ 58,047.68 $ 3,973.27 20 $ 0.1597 $ 0.1497 1,568,853 25.18% 395,083 $ 63,101.31 $ 59,150.48 $ 3,950.83 21 $ 0.1634 $ 0.1534 1,559,939 25.18% 392,838 $ 64,198.41 $ 60,270.03 $ 3,928.38 22 $ 0.1672 $ 0.1572 1,551,025 25.18% 390,593 $ 65,312.45 $ 61,406.52 $ 3,905.93 23 $ 0.1711 $ 0.1611 1,542,111 25.18% 388,348 $ 66,443.63 $ 62,560.15 $ 3,883.48 24 $ 0.1751 $ 0.1651 1,533,197 25.18% 386,103 $ 67,592.15 $ 63,731.11 $ 3,861.03 25 $ 0.1791 $ 0.1691 1,524,283 25.18% 383,859 $ 68,758.19 $ 64,919.60 $ 3,838.59 'For the purposes of the table Term year 1 begins on the Commercial Operation Date. 2Xcel Bill Credit Value is based on the project receiving Xcel's 2017 Value of Solar Tariff rate. 3Energy values are estimates of(i) the kWhs of Delivered Energy expected to be generated annually by the System and (ii) the portion of the Delivered Energy generated annually that is to be allocated to Subscriber pursuant to Subscriber' s Allocated Percentage, which amount is derived by multiplying the estimated Delivered Energy by the Subscriber's Allocated Percentage in each year. If necessary, the table will be updated upon final design of the System; provided, however, any such updated values are also estimates. 4Operators used PVSYST to develop the above production projections. GARDEN TERMS AND CONDITIONS EXHIBIT C XCEL Subscriber Agency Agreement CLICK HERE TO LINK TO STANDARD CONTRACT ON XCEL'S WEBSITE Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 89 Attachment"A" 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: Community Solar Garden Address: Roberds Garden 44.301528,-93.237761 Community Solar Garden Operator: Community Solar Garden contact information for Subscriber questions and complaints: Address(if different from above): T Roberds Garden LLC 818 W 46th St#204, Minneapolis, MN 55419 Telephone number:6124703223 Email address: subscription@nokomis.partners Web Site URL: www.nokomis.partners Fax: N Subscriber Name: Subscriber Service Address where receiving electrical service from Northern States Power Company: City of Farmington 430 3rd St, Farmington, MN 55024 Subscriber's Account Number with Subscriber Mailing Address(if different N Northern States Power Company: from above): 51-4874007-2 N (Continued on Sheet No.9-90) Date Filed: 06-19-17 By: Christopher B.Clark Effective Date: 12-07-17 President, Northern States Power Company,a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 90 Northern States Power Company Contact Information N Mailing Address: Xcel Energy Attn:SRCMN;PO Box 59;Minneapolis,MN 55440-0059 Phone:1(800)8954999 Email:SRCMN@xcelenergy.com Fax: N 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. (Continued on Sheet No.9-91) Date Filed: 06-19-17 By: Christopher B. Clark Effective Date: 12-07-17 President, Northern States Power Company,a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 91 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 Usage Data(data collected from the utility C Subscriber meters that reflects the quantity,quality, or timing of the Subscriber's electric usage or electricity C production for the service address and account number identified for participation in the Community Solar Garden). C 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." (Continued on Sheet No.9-92) Date Filed: 02-23-17 By: Christopher B.Clark Effective Date: 01-19-17 President, Northern States Power Company,a Minnesota corporation Docket No. E002/M-13-867 Order Date: 04-07-14 Northern States Power Company,a Minnesota corporation Minneapolis,Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO,2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) Original Sheet No. 92 4. Information Sharing. (Continued) N 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 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. N (Continued on Sheet No.9-93) Date Filed: 09-30-13 By: David M.Sparby Effective Date: 09-17-14 President and CEO of Northern States Power Company,a Minnesota corporation Docket No. E002/M-13-867 Order Date: 09-17-14 S:\General-Offices-GO-01\PSF\RA\Rates\Current\Mn elec\Me 9 092.doc Northern States Power Company,a Minnesota corporation Minneapolis,Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 2nd Revised Sheet No. 93 4. Information Sharing. (Continued) 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. g. Successor or Assigns. This Subscriber Agency Agreement and Consent Form shall apply fully to all successors or assigns of the Community Solar Garden Operator,and to all subsequent successors or assigns, without the need for Subscriber's consent. h. 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. 5. Subscriber Disclosures. N a.Customer data can provide insight into activities within the premise receiving utility service. Northern States Power Company may not disclose customer data except(1)if you authorize the disclosure,(2)to contracted agents that perform services on behalf of the utility,or(3)as otherwise permitted or required by regulations. b. Not authorizing disclosure will not affect utility service, but will impact a proposed Subscriber's ability to participate in the Solar*Rewards Community program. c.Subscribers may access their standard customer data from Northern States Power Company without any additional charge. d. Northern States Power Company will have no control over the data disclosed pursuant to this consent, and will not be responsible for monitoring or taking any steps to ensure that the data recipient maintains the confidentiality of the data or uses the data as authorized by you. Please be advised that you may not be able to control the use or misuse of your data once it has been released. N (Continued on Sheet No.9-93.1) Date Filed: 06-19-17 By: Christopher B.Clark Effective Date: 12-07-17 President, Northern States Power Company, a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company, a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued): Original Sheet No. 93.1 5. Subscriber Disclosures. (Continued) N e. In addition to the Subscriber data described above,the data recipient may also receive the following from Northern States Power Company:your name;account number;service number; meter number; utility type;service address; premise number; premise description;meter read date(s); number of days in the billing period; utility invoice date;base rate bill amount; other charges including base rate and non-base rate adjustments;taxes;and invoice total amount. Northern States Power Company will not provide any other information, including personally identifiable information such as your Social Security Number or any financial account number to the data recipient through this consent form. f. For additional information, including the Xcel Energy privacy policy that applies to Northern States Power Company,visit:xcelenergy.com. N Subscriber's Name: ` -1:1"- -/^///i17 c`aj L Subscriber's Signature: Print or Type name and N Title of signatory if Subscriber N is a corporation or unit of T N government: /cam Lcz r,;r^i i Date: J �.cr / ''/ " L (Continued on Sheet No.9-94) Date Filed: 06-19-17 By: Christopher B. Clark Effective Date: 12-07-17 President, Northern States Power Company, a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 GARDEN TERMS AND CONDITIONS EXHIBIT D Nokomis Privacy Policy Nokomis is committed to preserving your privacy and data. This Privacy Policy explains the types of data and information Nokomis collects and how it is protected and used. By using our website or otherwise providing us your information,you consent to this Privacy Policy. Nokomis may amend this Privacy Policy from time to time. Your continued use of our website will be deemed to be consent to any amendments. If you have any questions regarding this Privacy Policy you may contact us using the information below. WHAT INFORMATION DO WE COLLECT? We collect information from you when you register on our site,fill out a form,sign up to receive our communications,voluntarily provide us with contact information,or subscribe to a solar garden. We also collect information that is sent to us automatically by your web browser.This information typically includes your IP address,the identity of your Internet service provider,the name and version of your operating system,the name and version of your browser,the date and time of your visit,and the pages you visit.Please check your browser if you want to learn what information your browser sends or how to change your settings. Our website uses cookies to automatically help provide better services.They allow us to recognize your browser and capture and remember certain information.They are also used to help us understand your preferences based on previous or current site activity,which enables us to provide you with improved services.We also use cookies to help us compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools to our subscribers in the future.You can choose to have your computer wam you each time a cookie is being sent,or you can choose to turn off all cookies.You do this through your browser settings. HOW DO WE USE YOUR INFORMATION? Any of the information we collect from you may be used to personalize your experience,to improve our website,to improve customer service,to process transactions,to track visitors of our website,and to facilitate your subscription to a solar garden. We may also use the contact information you have provided us to respond to your requests,or otherwise communicate with you about our services,information pertaining to your subscription,occasional company news,updates,related product or service information,etc. DO WE DISCLOSE ANY INFORMATION TO THIRD PARTIES? We do not sell,trade,or otherwise transfer to outside parties your personally identifiable information.This does not include trusted third parties who assist us in operating our website,conducting our business,or servicing you,so long as those parties agreed to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law,enforce our site policies,or protect ours or others rights,property,or safety.Your personal information will not be provided to other parties for marketing,advertising,or other uses.However, non-personally identifiable visitor information may be provided to other parties for marketing,advertising,or other uses. HOW DO WE PROTECT YOUR INFORMATION? We maintain reasonable administrative,physical,and technological measures to protect the confidentiality and security of your personal information. We employ industry-standard Secure Socket Layer(SSL)technology in an effort to protect data transmissions. However,due to the inherent open nature of the Internet we cannot guarantee that communications between you and any Web Site or Service,or information stored on any Web Site or our servers,will be free from unauthorized access by third parties such as hackers. CONSENT TO COMMUNICATIONS By providing your contact information to us,you consent to receive email messages,phone calls,and mail(sometimes promotional in nature)from Nokomis and our affiliates and community partners at the contact information you provide.You do not need to consent to these communications in order to subscribe to one of our community solar gardens. If at anytime you would like to unsubscribe from receiving future emails,we include detailed unsubscribe instructions at the bottom of each email. We may still contact you about your transactions with us,such as your community solar subscription. EXTERNAL LINKS Our website,www.nokomis.partners,as well as any website under our control,includes links to external websites.These links do not fall under the www.nokomis.partners domain,and Nokomis is not responsible for the privacy practices or the content of external websites.Your use of any linked website is solely at your own risk. CONTACT US If you have any questions about this Privacy Policy,please contact us by email at:connect(a�nokomis.Oartners or by mail at:818 W 46th Street,Suite 201,Minneapolis,MN 55419. GARDEN TERMS AND CONDITIONS EXHIBIT E Conceptual Layout glaBIBIEEH ....... MISIBIOIREIBIEEEMERIEBEESIBab • • ' 4 � A• El I • GARDEN TERMS AND CONDITIONS EXHIBIT F Solar Panel Warranty To be provided prior to commencing construction GARDEN TERMS AND CONDITIONS EXHIBIT G Long Term Maintenance Plan To be provided by Operator prior to Commercial Operation Date COMMUNITY SOLAR GARDEN SUBSCRIPTION AGREEMENT ROBERDS GARDEN TERMS AND CONDITIONS The Garden Terms and Conditions of the Community Solar Garden Subscription Agreement form one"Agreement"with the General Terms and Conditions, and are subject to all terms and conditions set forth therein. The Garden Terms and Conditions provide the terms of the Agreement unique to each Community Solar Garden facility and the Subscriber first named above. Facility Location(County): Rice County Premises Owned or Controlled By: Roberds Garden LLC Xcel SRC Garden#: 063634 Facility Capacity: 1,000 kWAC/ 1,345 kWDC Subscriber Premise: Senior Center Subscriber Xcel Account No.: 51-4874007-2 Subscriber Premise No.: 302839042 Subscriber's Allocation: 5.5 % of Garden Allocation Amount: 85.584 kWH= 73.5 kWDC Solar Panel (Brand, Power) To be inserted prior to construction(must meet all applicable codes & standards) EXHIBITS: A. Contract Between XCEL and Roberds Garden LLC B. Schedule of Expected Deliveries of Bill Credits C. XCEL Subscriber Agency Agreement D. Nokomis Privacy Policy E. Conceptual Garden Layout F. Solar Panel Warranty G. Long Term Garden Operations &Maintenance Plan [SIGNATURE PAGE FOLLOWS] 17 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. By: / -- Name: Title: ROBERDS GARDEN LLC By: Name: Title: GARDEN TERMS AND CONDITIONS EXHIBIT A CSG Contract Between XCEL and Roberds Garden LLC (To be provided prior to Garden's Commercial Operation Date) CLICK HERE TO LINK TO STANDARD CONTRACT ON XCEL'S WEBSITE GARDEN TERMS AND CONDITIONS EXHIBIT B Schedule of Expected Deliveries of Bill Credits Nokomis Estimated Subscriber's Subscription Estimate Value Estimated Subscriber Xcel Bill Credit Subscription Annual Energy Allocated Allotment of Bill Credits Subscription Estimated Net Term Year Value Rate Delivered(kWh) Percentage (kWh) Delivered Payments Benefit 1 $ 0.1033 $ 0.0933 1,782,788 5.46% 97,419 $ 10,063.37 $ 9,089.19 $ 974.19 2 $ 0.1057 $ 0.0957 1,729,304 5.46% 94,496 $ 9,987.94 $ 9,042.98 $ 944.96 3 $ 0.1081 $ 0.0981 1,720,390 5.46% 94,009 $ 10,166.98 $ 9,226.89 $ 940.09 4 $ 0.1107 $ 0.1007 1,711,476 5.46% 93,522 $ 10,348.95 $ 9,413.73 $ 935.22 5 $ 0.1132 $ 0.1032 1,702,562 5.46% 93,035 $ 10,533.90 $ 9,603.55 $ 930.35 6 $ 0.1159 $ 0.1059 1,693,648 5.46% 92,548 $ 10,721.85 $ 9,796.37 $ 925.48 7 $ 0.1185 $ 0.1085 1,684,734 5.46% 92,061 $ 10,912.86 $ 9,992.25 $ 920.61 8 $ 0.1213 $ 0.1113 1,675,820 5.46% 91,574 $ 11,106.96 $ 10,191.22 $ 915.74 9 $ 0.1241 $ 0.1141 1,666,906 5.46% 91,087 $ 11,304.19 $ 10,393.32 $ 910.87 10 $ 0.1270 $ 0.1170 1,657,992 5.46% 90,600 $ 11,504.60 $ 10,598.60 $ 906.00 11 $ 0.1299 $ 0.1199 1,649,078 5.46% 90,113 $ 11,708.21 $ 10,807.09 $ 901.13 12 $ 0.1329 $ 0.1229 1,640,165 5.46% 89,625 $ 11,915.09 $ 11,018.84 $ 896.25 13 $ 0.1360 $ 0.1260 1,631,251 5.46% 89,138 $ 12,125.26 $ 11,233.88 $ 891.38 14 $ 0.1392 $ 0.1292 1,622,337 5.46% 88,651 $ 12,338.77 $ 11,452.26 $ 886.51 15 $ 0.1424 $ 0.1324 1,613,423 5.46% 88,164 $ 12,555.66 $ 11,674.02 $ 881.64 16 $ 0.1457 $ 0.1357 1,604,509 5.46% 87,677 $ 12,775.98 $ 11,899.21 $ 876.77 17 $ 0.1491 $ 0.1391 1,595,595 5.46% 87,190 $ 12,999.76 $ 12,127.86 $ 871.90 18 $ 0.1526 $ 0.1426 1,586,681 5.46% 86,703 $ 13,227.04 $ 12,360.01 $ 867.03 19 $ 0.1561 $ 0.1461 1,577,767 5.46% _ 86,216 $ 13,457.87 $ 12,595.72 $ 862.16 20 $ 0.1597 $ 0.1497 1,568,853 5.46% 85,729 $ 13,692.30 $ 12,835.01 $ 857.29 21 $ 0.1634 $ 0.1534 1,559,939 5.46% 85,242 $ 13,930.36 $ 13,077.94 $ 852.42 22 $ 0.1672 $ 0.1572 1,551,025 5.46% 84,754 $ 14,172.09 $ 13,324.55 $ 847.54 23 $ 0.1711 $ 0.1611 1,542,111 5.46% 84,267 $ 14,417.55 $ 13,574.88 $ 842.67 24 $ 0.1751 $ 0.1651 1,533,197 5.46% 83,780 $ 14,666.76 $ 13,828.96 $ 837.80 25 $ 0.1791 $ 0.1691 1,524,283 5.46% 83,293 $ 14,919.78 $ 14,086.85 $ 832.93 'For the purposes of the table Term year 1 begins on the Commercial Operation Date. 2Xcel Bill Credit Value is based on the project receiving Xcel's 2017 Value of Solar Tariff rate. 3Energy values are estimates of(i) the kWhs of Delivered Energy expected to be generated annually by the System and (ii) the portion of the Delivered Energy generated annually that is to be allocated to Subscriber pursuant to Subscriber' s Allocated Percentage, which amount is derived by multiplying the estimated Delivered Energy by the Subscriber's Allocated Percentage in each year. If necessary, the table will be updated upon final design of the System; provided, however, any such updated values are also estimates. 4Operators used PVSYST to develop the above production projections. GARDEN TERMS AND CONDITIONS EXHIBIT C XCEL Subscriber Agency Agreement CLICK HERE TO LINK TO STANDARD CONTRACT ON XCEL'S WEBSITE Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 89 Attachment"A" 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: Community Solar Garden Address: Roberds Garden 44.301528,-93.237761 Community Solar Garden Operator: Community Solar Garden contact information for Subscriber questions and complaints: Address(if different from above): T Roberds Garden LLC 818 W 46th St#204, Minneapolis, MN 55419 Telephone number:6124703223 Email address: subscription@nokomis.partners Web Site URL: www.nokomis.partners Fax: N Subscriber Name: Subscriber Service Address where receiving electrical service from Northern City of Farmington States Power Company: 325 Oak St, Farmington, MN 55024 Subscriber's Account Number with Subscriber Mailing Address(if different N Northern States Power Company: from above): 51-4874007-2 430 3rd St, Farmington, MN 55024 N (Continued on Sheet No.9-90) Date Filed: 06-19-17 By: Christopher B.Clark Effective Date: 12-07-17 President, Northern States Power Company,a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 90 Northern States Power Company Contact Information N Mailing Address: Xcel Energy Attn:SRCMN;PO Box 59;Minneapolis,MN 55440-0059 Phone:1(800)8954999 Email:SRCMN@xcelenergy.com Fax: N By signing this Solar*Rewards Community Subscriber Agency Agreement and Consent Form,the Subscriber agrees to all of the following: 1.Assignment of Renewable Enerqy 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. (Continued on Sheet No.9-91) Date Filed: 06-19-17 By: Christopher B.Clark Effective Date: 12-07-17 President, Northern States Power Company,a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company,a Minnesota corporation Minneapolis,Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 1st Revised Sheet No. 91 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 Usage Data(data collected from the utility C Subscriber meters that reflects the quantity,quality, or timing of the Subscriber's electric usage or electricity C production for the service address and account number identified for participation in the Community Solar Garden). C 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." (Continued on Sheet No.9-92) Date Filed: 02-23-17 By: Christopher B. Clark Effective Date: 01-19-17 President, Northern States Power Company,a Minnesota corporation Docket No. E002/M-13-867 Order Date: 04-07-14 Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) Original Sheet No. 92 4. Information Sharing. (Continued) N 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 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.Aggreqated 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. N (Continued on Sheet No.9-93) Date Filed: 09-30-13 By: David M.Sparby Effective Date: 09-17-14 President and CEO of Northern States Power Company,a Minnesota corporation Docket No. E002/M-13-867 Order Date: 09-17-14 S:\General-Offices-GO-01\PSF\RA\Rates\Current\Mn elec\Me 9 092.doc Northern States Power Company,a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) 2nd Revised Sheet No. 93 4. Information Sharing. (Continued) 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. g.Successor or Assigns. This Subscriber Agency Agreement and Consent Form shall apply fully to all successors or assigns of the Community Solar Garden Operator,and to all subsequent successors or assigns, without the need for Subscriber's consent. h. 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. 5. Subscriber Disclosures. N a. Customer data can provide insight into activities within the premise receiving utility service.Northern States Power Company may not disclose customer data except(1)if you authorize the disclosure,(2)to contracted agents that perform services on behalf of the utility,or(3)as otherwise permitted or required by regulations. b. Not authorizing disclosure will not affect utility service, but will impact a proposed Subscriber's ability to participate in the Solar*Rewards Community program. c. Subscribers may access their standard customer data from Northern States Power Company without any additional charge. d. Northern States Power Company will have no control over the data disclosed pursuant to this consent, and will not be responsible for monitoring or taking any steps to ensure that the data recipient maintains the confidentiality of the data or uses the data as authorized by you. Please be advised that you may not be able to control the use or misuse of your data once it has been released. N (Continued on Sheet No.9-93.1) Date Filed: 06-19-17 By: Christopher B. Clark Effective Date: 12-07-17 President, Northern States Power Company, a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 Northern States Power Company, a Minnesota corporation Minneapolis, Minnesota 55401 MINNESOTA ELECTRIC RATE BOOK-MPUC NO.2 STANDARD CONTRACT FOR Section No. 9 SOLAR*REWARDS COMMUNITY(Continued) Original Sheet No. 93.1 5. Subscriber Disclosures. (Continued) N e. In addition to the Subscriber data described above,the data recipient may also receive the following from Northern States Power Company:your name; account number;service number; meter number; utility type; service address; premise number; premise description; meter read date(s); number of days in the billing period; utility invoice date;base rate bill amount; other charges including base rate and non-base rate adjustments;taxes; and invoice total amount. Northern States Power Company will not provide any other information, including personally identifiable information such as your Social Security Number or any financial account number to the data recipient through this consent form. f. For additional information, including the Xcel Energy privacy policy that applies to Northern States Power Company, visit:xcelenerqy.com. N Subscriber's Name: 0/74 e-;C �rrrttri� r 7s7 L Subscriber's Signature: Print or Type name and N Title of signatory if Subscriber N is a corporation or unit of 9 N government: Lu f e i?, /`l c -•`- N Date: .l r .f- /S; (Continued on Sheet No. 9-94) Date Filed: 06-19-17 By: Christopher B. Clark Effective Date: 12-07-17 President, Northern States Power Company, a Minnesota corporation Docket No. EG999/CI-12-1344& Order Date: 12-07-17 E002/M-13-867 GARDEN TERMS AND CONDITIONS EXHIBIT D Nokomis Privacy Policy Nokomis is committed to preserving your privacy and data. This Privacy Policy explains the types of data and information Nokomis collects and how it is protected and used. By using our website or otherwise providing us your information,you consent to this Privacy Policy. Nokomis may amend this Privacy Policy from time to time. Your continued use of our website will be deemed to be consent to any amendments. If you have any questions regarding this Privacy Policy you may contact us using the information below. WHAT INFORMATION DO WE COLLECT? We collect information from you when you register on our site,fill out a form,sign up to receive our communications,voluntarily provide us with contact information,or subscribe to a solar garden. We also collect information that is sent to us automatically by your web browser.This information typically includes your IP address,the identity of your Internet service provider,the name and version of your operating system,the name and version of your browser,the date and time of your visit,and the pages you visit.Please check your browser if you want to learn what information your browser sends or how to change your settings. Our website uses cookies to automatically help provide better services.They allow us to recognize your browser and capture and remember certain information.They are also used to help us understand your preferences based on previous or current site activity,which enables us to provide you with improved services.We also use cookies to help us compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools to our subscribers in the future.You can choose to have your computer warn you each time a cookie is being sent,or you can choose to turn off all cookies.You do this through your browser settings. HOW DO WE USE YOUR INFORMATION? Any of the information we collect from you may be used to personalize your experience,to improve our website,to improve customer service,to process transactions,to track visitors of our website,and to facilitate your subscription to a solar garden. We may also use the contact information you have provided us to respond to your requests,or otherwise communicate with you about our services,information pertaining to your subscription,occasional company news,updates,related product or service information,etc. DO WE DISCLOSE ANY INFORMATION TO THIRD PARTIES? We do not sell,trade,or otherwise transfer to outside parties your personally identifiable information.This does not include trusted third parties who assist us in operating our website,conducting our business,or servicing you,so long as those parties agreed to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law,enforce our site policies,or protect ours or others rights,property,or safety.Your personal information will not be provided to other parties for marketing,advertising,or other uses.However, non-personally identifiable visitor information may be provided to other parties for marketing,advertising,or other uses. HOW DO WE PROTECT YOUR INFORMATION? We maintain reasonable administrative,physical,and technological measures to protect the confidentiality and security of your personal information. We employ industry-standard Secure Socket Layer(SSL)technology in an effort to protect data transmissions. However,due to the inherent open nature of the Internet we cannot guarantee that communications between you and any Web Site or Service,or information stored on any Web Site or our servers,will be free from unauthorized access by third parties such as hackers. CONSENT TO COMMUNICATIONS By providing your contact information to us,you consent to receive email messages,phone calls,and mail(sometimes promotional in nature)from Nokomis and our affiliates and community partners at the contact information you provide.You do not need to consent to these communications in order to subscribe to one of our community solar gardens. If at anytime you would like to unsubscribe from receiving future emails,we include detailed unsubscribe instructions at the bottom of each email. We may still contact you about your transactions with us,such as your community solar subscription. EXTERNAL LINKS Our website,www.nokomis.partners,as well as any website under our control,includes links to external websites.These links do not fall under the www.nokomis.partners domain,and Nokomis is not responsible for the privacy practices or the content of external websites.Your use of any linked website is solely at your own risk. CONTACT US If you have any questions about this Privacy Policy,please contact us by email at:cormect(a nokomis.partners or by mail at:818 W 46'Street,Suite 201,Minneapolis,MN 55419. GARDEN TERMS AND CONDITIONS EXHIBIT E Conceptual Layout L;,A_ 'I 1 - 1. r MI GARDEN TERMS AND CONDITIONS EXHIBIT F Solar Panel Warranty To be provided prior to commencing construction GARDEN TERMS AND CONDITIONS EXHIBIT G Long Term Maintenance Plan To be provided by Operator prior to Commercial Operation Date /4904, City of Farmington _ti p 430 Third Street Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 '�+•,. nato , www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt, Human Resources Director SUBJECT: Appointment Recommendation Fire Department-Human Resources DATE: June 18, 2018 INTRODUCTION The recruitment and selection process for the appointment of a paid on-call firefighter in the Fire Department has been completed. DISCUSSION After completing testing and a thorough review by the Fire Department and the Human Resources Office, a contingent offer of employment has been made to Brooklyn Carroll, subject to ratification by the city council. Ms. Carroll meets the qualifications for this position. BUDGET IMPACT Fire fighters are paid an hourly rate of$12.50 per hour for all training and call hours. Funding for this position is authorized in the 2018 budget. ACTION REQUESTED Approve the appointment of Ms. Brooklyn Carroll as a paid on-call firefighter in the Fire Department effective on July 16, 2018 . MEW 4i ► , City of Farmington Y p 430 Third Street Farmington, Minnesota 4/ 651.280.6800 - Fax 651.280.6899 ,.,,,, �' www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt, Human Resources Director SUBJECT: Appointment Recommendation Fire Department-Human Resources DATE: June 18, 2018 INTRODUCTION The recruitment and selection process for the appointment of a paid on-call firefighter in the Fire Department has been completed. DISCUSSION After completing testing and a thorough review by the Fire Department and the Human Resources Office, a contingent offer of employment has been made to Sean Goedtel, subject to ratification by the city council. Mr. Goedtel meets the qualifications for this position. BUDGET IMPACT Fire fighters are paid an hourly rate of$12.50 per hour for all training and call hours. Funding for this position is authorized in the 2018 budget. ACTION REQUESTED Approve the appointment of Mr. Sean Goedtel as a paid on-call firefighter in the Fire Department effective on July 16, 2018 . ,//�ocFARM, , City of Farmington (a p 430 Third Street ;' ze Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 'I,". posO www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt, Human Resources Director SUBJECT: Appointment Recommendation Fire Department-Human Resources DATE: June 18, 2018 INTRODUCTION The recruitment and selection process for the appointment of a paid on-call firefighter in the Fire Department has been completed. DISCUSSION After completing testing and a thorough review by the Fire Department and the Human Resources Office, a contingent offer of employment has been made to Eric Bellefeuille , subject to ratification by the city council. Mr. Bellefeuille meets the qualifications for this position. BUDGET IMPACT Fire fighters are paid an hourly rate of$12.50 per hour for all training and call hours. Funding for this position is authorized in the 2018 budget. ACTION REQUESTED Approve the appointment of Mr. Eric Bellefeuille as a paid on-call firefighter in the Fire Department effective on July 16, 2018. �o iMk � City of Farmington c 430 Third Street Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 ..4 •Aptos4P www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt, Human Resources Director SUBJECT: Approve Position Reclassification Finance-Human Resources DATE: June 18, 2018 INTRODUCTION The purpose of this memorandum is to provide information and request approval for the accountant position reclassification and subsequent pay increase for Ms. Tracy Geise. DISCUSSION In order to keep the city's compensation structure accurate and up-to date, positions are periodically reviewed to ensure the positions are appropriately placed in the salary hierarchy. During this review, it was determined that the accountant position should be re-evaluated as the current accountant, Ms. Tracy Geise, has been assigned and successfully performs higher level job responsibilities. After a discussion with the finance director and the city administrator, the accountant job description was updated and revised to accurately reflect all the duties now being performed. The revised job description was then sent to the city's compensation consultant, Arthur J Gallagher& Co (formerly Fox Lawson), for evaluation. Attached is an explanation of their findings which confirms that the Accountant position should be upgraded to a C41. The following is the salary range for both the current and proposed band/grade. Current Band/Grade: B25 Salary Range: $59,859 - $74,824 Proposed Band/Grade: C41 Salary Range: $64,456 - $80,570 BUDGET IMPACT Ms. Geise's current salary is $67,341 (Step 6) and it is proposed that she be placed at Step 4 of the new pay grade range which is $69,290. Funding for this change will either be deducted from the fund balance or be offset by dollars not spent in 2018. Additionally, this will be incorporated into the budget in 2019. ACTION REQUESTED Approve the position upgrade and salary change for Ms. Tracy Geise, effective June 18, 2018. ATTACHMENTS: Type Description D Backup Material DBMEvaI_Accountant a Arthur). Gallagher&Co. Accountant The position is currently rated at B25. The position has increased job duties since last evaluation, such as: reconciling and balancing general ledger, overseeing special and deferred assessment processes, preparing monthly financial statements, and assisting with preparation of budget documents and audit work papers. We have examined the essential duties of the Accountant and have rated the position using the Decision Band Method (DBM). The job evaluation shows the following: Highest Banded Task: C4 Number of Highest Banded Tasks: 3/9 Percent of Time on Highest Banded Tasks: 30-40% Degree of Difficulty/Diversity of Tasks: Low The classification performs tasks that require "processing" decision-making, which include: reconciling and balancing general ledger to accurately represent monthly operations; verifying account distributions in the general ledger; preparing monthly financial statements; gathering and analyzing information; reconciling discrepancies, substantiating financial transactions by auditing document. Decisions made at this level are subject to the limits imposed by the available technology and resources and to the constraints set by higher-level management. The classification receives a subgrade of one (1), because of the low complexity and diversity of C4 tasks in relation to other jobs in the same band. Thus, the correct evaluation of this position is C41. ,,o��ARH4 , City of Farmington 430 Third Street Farmington, Minnesota 651.280.6800 -Fax 651.280.6899 poo*1464_ 651.280.6800 www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt, Human Resources Director SUBJECT: Approve Position Reclassification Information Technology-Human Resources DATE: June 18, 2018 INTRODUCTION The purpose of this memorandum is to provide information and request approval for reclassifying the network support specialist position to a network administrator and the subsequent pay increase for Mr. Cory Harmening. DISCUSSION In order to keep the city's compensation structure accurate and up-to date, positions are periodically reviewed to ensure the positions are appropriately placed in the salary hierarchy. During this review, it was determined that the network support specialist position should be re-evaluated as Mr. Harmening has been assigned and successfully performs higher level job responsibilities that are associated with those of a network administrator. After a discussion with the city administrator, the job description was updated and revised to accurately reflect all the duties now being performed. The revised job description was then sent to the City's compensation consultant,Arthur J Gallagher& Co (formerly Fox Lawson), for evaluation. Attached is an explanation of their findings which confirms that the position should be upgraded to network administrator and classified as a C42. The following is the salary range for both the current and proposed band/grade. Current Band/Grade: B25 Salary Range: $59,859 - $74,824 Proposed Band/Grade: C42 Salary Range: $68,127 - $85,128 BUDGET IMPACT Mr. Harmening's current salary is $61,355 (Step 2) and it is proposed that he be placed at Step 1 of the new pay grade range which is $68,127. Funding for this change will either be deducted from the fund balance or be offset by dollars not spent in 2018. Additionally, this will be incorporated into the budget in 2019. ACTION REQUESTED Approve the position upgrade and salary change for Mr. Cory Harmening effective June 18, 2018. ATTACHMENTS: Type Description D Backup Material DBMEvaI Network Administrator Arthur J. Gallagher&Co. Network Administrator The position is currently titled Network Support Specialist rated at B25. The position has increased job duties since last evaluation, such as: analyzing and monitoring system security to identify risks and future needs; making recommendations and implementing solutions to maintain system security; addressing potential security holes to meet changing system needs; researching, recommending and implementing innovative IT solutions including hardware, software changes and/or enhancements, application deployments and infrastructure upgrades. We have examined the essential duties of the Network Administrator and have rated the position using the Decision Band Method (DBM). The job evaluation shows the following: Highest Banded Task: C4 Number of Highest Banded Tasks: 6/9 Percent of Time on Highest Banded Tasks: 60-70% Degree of Difficulty/Diversity of Tasks: Medium The classification performs tasks that require "processing" decision-making, which include: analyzing and monitoring system security to identify risks and future needs; making recommendations and implementing solutions to maintain system security; addressing potential security holes to meet changing system needs; providing training, support and self-help instruction to end-users to ensure technology is used properly and effectively, and security protocols are followed; researching, recommending and implementing innovative IT solutions including hardware, software changes and/or enhancements, application deployments and infrastructure upgrades. Decisions made at this level are subject to the limits imposed by the available technology and resources and to the constraints set by higher-level management. The classification receives a subgrade of two (2), because of the medium complexity and diversity of C4 tasks in relation to other jobs in the same band. Thus, the correct evaluation of this position is C42. City of Farmington 4-7treet h, o 430 Third Street Farmington, Minnesota 651.280.6800 -Fax 651.280.6899 .A www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt, Human Resources Director SUBJECT: Approve Replacement of City Hall UPS-Human Resources DATE: June 18, 2018 INTRODUCTION The uninterruptible power source(UPS) located in City Hall is currently failing and needs to be replaced. DISCUSSION The UPS provides emergency power for to City Hall when the main power source fails. This unit is used to protect city computers, data systems, telecommunication and other electrical systems when there is an unexpected power outage. During a recent power outage, the UPS failed causing systems to go down while waiting for the back up generator to power up. With this failure, staff discovered that the data room cooling system was never connected to the UPS and that there was no by-pass switch that would allow staff to by-pass the UPS and connect straight to the back up generator. This could have serious consequences because, without that cooling system, data systems could overheat causing irreparable damage that would result in significant replacement costs and extensive downtime for city operations. After assessing all options, staff determined that it would more cost effective to replace the UPS unit, install and furnish a bypass cabinet and switch, and connect the data room cooling system to the UPS and generator. This is the best course of action as the UPS is at the end of its life cycle (and is scheduled for replacement in 2019) and the part(s) needed to repair the current system are difficult to find and unreliable. To illustrate this point, a replacement part was ordered and received but was found to be defective. Additionally, without this part, it was difficult to determine if there were other issues that would need to be addressed. BUDGET IMPACT The cost for replacing the UPS, connecting the data room cooling system, and installing the bypass cabinet and switch is $33,400.00. Staff utilized the state bid in obtaining the attached quote for this work. Funding for this would come from from the following funds: IT: $19,000.00 Cable Acquisition: $ 7,000.00 Building Maintenance:$ 7,400.00 ACTION REQUESTED By motion, approve the cost for replacing the UPS, connecting the data room cooling system, and installing the bypass cabinet and switch. ATTACHMENTS: Type Description D Backup Material UPS Quote SIA in aY=AMINE= MMUS 24 Hour Service Mechanical&Electrical Services www.nac-hvac.com 1001 Labore Industrial Court,Suite B Vadnais Heights,Minnesota 55110 tel: 651-490-9868 fax:651-490-1636 June 11,2018 CITY OF FARMINGTON MINNESOTA Re: CITY OF FARMINGTON MN - UPS IMPROVEMENTS -5.29.18 CUSTOMER INVESTMENT: $33,400.00(Thirty-Three Thousand,Four Hundred Dollars,and no/100) 2N-Systems&Electrical materials$25,600 I Standard labor hours$4,500 I Overtime labor$2,300 I Admin$1,000 > Furnish and install(1)APC MGE Galaxy 3500 20kVA Tower UPS > UPS capable of 18.8 minutes run time at full load > Furnish and install(1)APC Maintenance Bypass Cabinet and Switch > Rework existing fused disconnect at 45kVA transformer secondary > Rework existing feeder to supply power from existing transformer ➢ Rework existing feeder rated at 60 amps > Install UPS in vacant corner and complete majority of work prior to shut down > APC onsite service— 1 year x 4 hours on site—maintenance,parts&labor,service > Prep site during normal working hours to minimize overtime shut down > No overtime included for prep,overtime labor quoted separately ➢ Rework data center RTU/AC circuits to generator panel within 10' of existing > Disconnect,removal,and recycle of existing UPS unit > After hours labor for final connections,startup,&labeling of UPS project—(8)total hours OT ***INSTALL,TERMINATIONS,TESTING,PROGRAMMING,AND TRAINING COMPLETE *** QUALIFICATIONS: • Includes tax and permit if applicable • Includes material lists and closeout documents • Includes raceway,conduit,and connections • Work to be performed during standard business hours M-F 6AM-6PM unless otherwise noted. Accepted by: CUSTOMER / NAC MECHANICAL&ELECTRICAL SERVICES Signature: Signature: Name: f Name: Joe Demuth Age?Title: Title: Account Manager i/Lic7 Date: f,,. Date: May 29,2018 Joe Demuth(651)255-3563 Direct(612)612-770-7462 Fax(651)490-1636 Email: jdemuth@nac-hvac.com oAR,y , City of Farmington 430 Third Street Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 -47".41400v. www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt, Human Resources Director SUBJECT: Approve Seasonal Hiring-Human Resouces DATE: June 18, 2018 INTRODUCTION The recruitment and selection process for the appointment of the attached list of seasonal staff has been completed. DISCUSSION After a thorough review by the Parks and Recreation Department and the Human Resources Office, offers of employment have been made to the individuals show on the attached spreadsheet, subject to a pre- employment drug test and ratification by city council. BUDGET IMPACT These positions are included in various departmental budgets. ACTION REQUESTED By motion approve the attached seasonal employment recommendations. ATTACHMENTS: Type Description D Backup Material Seasonal Staffing 2018 Spring/Summer Seasonal Staff 2017-18 Name Pay Rate Pos/Step RECREATION STAFF Aundreya Edwards $ 9.65 Step 1 - Rec Program Assistant Kamryn Stevenson $ 9.65 Step 1 - Rec Program Assistant Kayla Burt $ 9.65 Step 1 - Rec Program Assistant Claire Matzdorff $ 9.65 Step 1 - Rec Program Assistant $ 11.04 Step 2 - Skating Instructor Anna Palodichuk $ 9.65 Step 1 - Recreation Assistant Rina Kranz $ 11.04 Step 2 -Skating Instructor Allison Peterson $ 11.04 Step 2 -Skating Instructor Michelle Becker $ 15.31 Step 2 - Head Skating Instructor Brittany Swanson $ 15.31 Step 2 - Head Skating Instructor Trevor LaVigne $ 10.75 Step 1 -Skating Instructor io4EARM*► City of Farmington (fA 430 Third Street Farmington, Minnesota 41 651.280.6800 - Fax 651.280.6899 ' ,. a ',� www.c i.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Justin R. Elvestad, Fire Chief SUBJECT: Adopt Resolution Declaring Surplus Property—Fire DATE: June 18, 2018 INTRODUCTION Farmington Fire Department staff recommends declaring surplus property in the department. DISCUSSION Matthew Price was promoted to captain and made a request to purchase his former lieutenant helmet. A check for the cost of a new helmet has been received by staff Pursuant to city policy, the helmet must be declared as surplus property before it can be purchased. BUDGET IMPACT The old helmet will be purchased for the cost of a new replacement helmet. The adopted policy is budget neutral to the city. ACTION REQUESTED Adopt a resolution declaring one firefighting helmet as surplus property in the Farmington Fire Department. ATTACHMENTS: Type Description D Backup Material Price Resolution RESOLUTION NO. R22 -18 A RESOLUTION DECLARING SURPLUS PROPERTY IN THE FARMINGTON FIRE DEPARTMENT Pursuant to due call and notice thereof, a regular meeting of the City Council of the city of Farmington was held at the Farmington City Hall on the 18th day of June 2018 at 7:00 p.m. Members Present: Larson, Bernhj elm, Craig Members Absent: Bartholomay, Donnelly Member Bernhj elm and Member Craig introduced and seconded the following: WHEREAS, the Mayor and City Council of the city of Farmington have previously adopted a policy for the purchase of firefighting helmets by retired firefighters; and WHEREAS, Matthew Price promoted to Captain will purchase his old helmet; NOW THEREFORE BE IT RESOLVED that, after due consideration, the Mayor and City Council of the city of Farmington, Minnesota, hereby declare his Black, 2012 Bullard UST Firefighting Helmet as surplus property and authorize the City Administrator or his designee to arrange for the sale and replacement of said equipment. This resolution was adopted by recorded vote of the Farmington City Council in open session on the 18th day of June 2018. Todd Larson, Mayor Attested to on the 0c— °' day of June 2018. Da ' cKnight, ity dmini trator SEAL RH/ City of Farmington f` p 430 Third Street Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 .4paciovr.'. WWW.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Teah Malecha, Finance Director SUBJECT: Acknowledge Financial Review for Quarter Ended March 31, 2018-Finance DATE: June 18, 2018 INTRODUCTION Staff reviews the financial performance of the General Fund and several other funds with the city council quarterly. The financial statements are included in your packet and incorporate more detailed analytical comments. The following provides a more in depth review of the General Fund and highlights notable areas for the other funds included in this review. DISCUSSION General Fund The General Fund is the city's primary operating account. The financial summary for the first quarter is the first attachment. The following will provide explanations for the various revenue items and highlight the more significant expenditure variations. If you would like to follow along, the items reviewed are in the order they appear on the attached General Fund financial statement. Revenues For 2018 budgeted General Fund revenues total$11,584,637. During the first quarter the city recorded General Fund revenues totaling$357,529 or 3% of total budgeted revenues. This is consistent with the prior years. Property taxes represent 74% of total General Fund revenues (including transfers in from other funds). In Minnesota, property taxes are generally payable in two installments, May and October, and collected by the county. The city receives its share from the county in June and December. So, during the first and third quarter of each year, the city receives zero property taxes. That is why revenues recorded during the first quarter only represent 3% of the annual budgeted amounts. While there are many reasons the city needs a fund balance (which is similar to an individual's personal net worth), needing to pay its bills between the receipt of tax payments from the county is the most significant reason. As you will note on the attached General Fund fund balance chart, the city struggled to have funds in its General Fund to pay for operations. In the past, the city has had to borrow from other funds to pay its bills. Over the past few years the city has strengthened its fund balance and is now able to pay all of its General Fund bills between the receipt of tax payments, essentially paychecks, from the county without borrowing from other funds That is a significant accomplishment and an important step in becoming a city of fiscal excellence. The other types of revenues in the General Fund consist of licenses, permits, intergovernmental revenue, charge for services, fines, investment income, franchise fees, rental income, etc. Among others, license revenue, includes liquor and animal licenses. First quarter revenues for 2018 are ahead of budget which is typical for the beginning of the year. Permit revenue includes building, plumbing, and heating, electric, etc. permits. The revenue for the first quarter of 2018 is slightly lower than the same time period last year. Building permit revenues account for the majority of the revenue. There will be an increase shown in the second and third quarters when most of the permits are issued. Intergovernmental revenue includes local government aid (LGA), municipal state aid (MS A) maintenance, police and fire aid, etc. The city received the first half of its MSA maintenance funds in February. The second half will be received during the third quarter. LGA is paid in two installments, June and December. Police and fire aid are paid in the fall. So, these revenues have not yet been received. This is another reason the city needs a strong fund balance as many of these items are paid later in the year. Charge for services includes fire, recreation, school resource officer(SRO), etc., charges. Castle Rock and Eureka townships are billed quarterly for fire protection. Empire, the largest of the three townships, is billed annually, after year-end, per contract. Non-contract(i.e. illegal and/or hazardous) fires charges are billed as they occur. Recreation programs are primarily offered in the summer. The school is billed for their share of the school resource officers human resource costs on a quarterly basis. First quarter revenues for these items are similar to last year. Investment interest consists of investment earnings and the city's annual mark-to-market to recognize the change in the market value of its investment portfolio. Miscellaneous revenues include rental income related to the Rambling River Center(RRC-senior center) and city hall as well as donations. Franchise fee revenue in the General Fund represents the transfer of a portion of the city's franchise fee revenue to the General Fund to help pay for city operations. The remainder of the franchise fees are used to pay for the city's cable operations. The first quarterly installment is received after the first quarter, which is why there is zero franchise fee revenue recorded for the first three months of the year. Expenditures Finance tracks expenditures by department. The following notes explain significant or unusual variations from last year or actual versus budgeted amounts which vary quite a bit from the expected 25% (e.g. 3 of 12 months) through the end of March in the same order as they appear on the attached General Fund financial report. A new communications specialist was hired and severance paid out to the previous employee resulting in expenditures at 32%, more than the 25% The part-time building inspector changed to a full-time building inspector after the 2017 budget was adopted. As a result, building inspection expenditures are higher for 2018. The city experienced more snowfall in the first quarter of 2018, than in 2017. As a result the 2018 snow removal expenditures are higher this year than last. Finally, the expenditures for the recreation program are lower in the first quarter as most of those expenditures occur during the summer. Overall, General Fund expenditures, excluding transfers, are at 22% of budget for the first quarter of the year, which is equal to 2017. In summary, the General Fund had a net decrease in assets of$2.1 million during the first quarter of the year. The General Fund fund balance is healthy enough to absorb this net outflow prior to receipt of the first half of the city's property taxes in June. RRC, Pool, EDA, Park Improvement and Arena The Rambling River Center(RRC-senior center), EDA(Economic Development Authority), Park Improvement Fund and Ice Arena activities have historically been of interest to council. They are also included for your review. Rambling River Center(RRC) Rambling River Center revenues are higher than a year ago. Members have utilized the federal CDBG (Community Development Block Grant) funds at the same rate as a year ago. These funds are attributable to the RRC activity, but are recorded elsewhere so finance can more easily track federal dollars. Membership overall at the RRC is higher. Pool The pool is permanently closed. There is minimal financial activity during the first quarter of the year for the utility costs. EDA The EDA revenues included the receipt of funds related to a CDBG grant for a building roof completed. The payment for the roof was made at the end of 2017. Disbursements included the pass-through of CDBG funds and the city's annual Open to Business membership fee. Park Improvement Fund The Park Improvement fund has received a lower amount of park development fees than in 2017. Arena Revenues are lower than in 2017 due to lower rental income. Liquor Operations The city has two financial benchmarks for its liquor operations. The first is a 25% gross profit margin. For the first quarter both stores exceeded the gross profit margin target. The second standard is a 6%profit as a percent of sales. This is evaluated on a combined basis. For the first quarter the stores reached 4.8%. This percentage is generally lowest during the first quarter of the year. The 2018 results are behind last year's pace, which was 5.1% through the first quarter. For 2017, the stores exceeded the profit as a percent of sales total. The liquor stores are on track to meet that benchmark once again this year. After each calendar year, staff reviews the financial results for the two liquor stores combined, determines the amount of funds needed to cover day-to-day operations and administrative transfers to the General Fund. The remaining funds are divided evenly and transferred into the Community Investment and Capital Improvements accounts. This is referred to as the four pots philosophy. Each year staff utilizes actual financial results to fund these four pots. Staff periodically makes recommendations to council on how to best invest available dollars in the Community Investment pot to benefit the community. Meanwhile, the capital improvement dollars are available for future liquor store capital building needs (e.g. remodeling, updating, relocation, possible building, etc.). Enterprise Funds The city operates five utility funds: sewer operations, solid waste, storm water, water, and street light. Staff is working to develop a comprehensive asset management plan, which will define replacements needs, and in turn update the long-term financial plans for this fund, as well as the other utility funds. Staff will then review these plans with council to determine the extent to which rate adjustments are needed. Sewer Operations For the first quarter of 2018 revenues were not enough to cover operating expenses. Over the years, the increase in MCES (Metropolitan Council Environmental Services) fees have outpaced city fee increases until 2018. These are the fees charged to the city to treat its sewer water. The fees reflect an increase in the cost to treat the volumes processed. The fees have increased roughly$490,000 over the course of 10 years. Solid Waste For the first quarter solid waste expenses exceeded revenues. There were increased expenses during the first quarter of 2018 due to the timing related to the purchase of additional garbage carts and increased recycling charges. The fund balance will be used to offset the increase in tipping fees per the 2018 budget. Storm Water Expenses exceed revenues during the first quarter of 2018. The street sweeper was purchased accounting for roughly$184,000 of the expenses. For all of the city's utility funds, the billing cycle (revenue) lags the recording of expenses. For example, the city bills every three months. The January billing includes November and December of the previous year, as well as January of the current year. So, two-thirds of that billing cycle is attributable to the prior year and is recorded as such in the financial statements. This means that at the end of this year, the financial statements will remain open so that we can capture the revenues related to the current year, which will not be billed out until January and February of the following year. Additional comments, which may be of interest to you, including those for the water and street light funds are contained in the comment section of the attached financial statements. BUDGET IMPACT The budget impacts have been noted above as appropriate. ACTION REQUESTED This is your opportunity to ask any questions you may have of the material presented. ATTACHMENTS: Type Description D Backup Material Genergal Fund Qtr Ended 3/31/18 D Backup Material General Fund Fund Balance Chart Qtr Ended 3/31/18 D Backup Material Other Funds Qtr Ended 3/31/18 D Backup Material Liquor Operations Qtr Ended 3/31/18 D Backup Material Utilities Qtr Ended 3/31/18 General Fund March 2018 YTD Operating Report March YTD Quarter 1 March YTD Actual March YTD Company Actual Actual Actual Budget Budget YTD Act as Comments 2017 2018 2018 2018 Variance %of Bud 2018 2018 tvenues Property Taxes 0 0 0 9,467,815 (9,467,815) 0% Taxes are received semi-annually. 1st half will be received in June. Licenses 22,038 18,010 18,010 48,700 (12,775) 37% Includes liquor,beer&wine,club arcade,massage,gambling,animal,etc.2017 54,000 higher in liquor licenses due to two customers paying the fee for the entire year upfront. Permits 100,877 93,397 93,397 361,711 (194,605) 26% Includes building,plumbing and heating,electric,etc.permits.Permit revenues are lower than 2017 at this time,but there should be an increase shown in the second and third quarte when most permits are issued. Intergovernmental Revenue 126,078 122,891 122,891 886,636 (758,213) 14% Includes Local Government Aid(LGA),Municipal State Aid(USA)Maintenance,Police and Fire Aid,etc.Rec'd 1st half of MSA for road maintenance(2nd half will be in July).LGA is paid in two installments,June and December.Police and Fire Aid not received until the fall. Charge for Service 81,651 82,798 82,798 440,000 (294,907) 19% Includes fire,recreation and pool,school resource officer,etc.charges.Castle Rock and Eureka are billed quarterly for fire charges/contract.Empire,largest$amount,billed annually,after year-end/contract.Non-contract(i.e.Illegal,hazardous)fire charges are billed as they occurred.Recreation programs are primarily held in the summer.School resource officer is billed quarterly. Fines 9,081 12,303 12,303 35,000 (12,965) 35% Fine revenue received a month late,e.g.January received in February.Revenue higher YTD than 2017. Investment Interest 8,115 15,475 15,475 31,000 (11,251) 50% Intesl meet earnings attributable to General Fund's proportionate share of investment balances.Mark-to-market adjustment($12,000)will be adjusted out and the 2018 net changt will be booked in Dec 2018.Investment income totals 53,475. Miscellaneous 12,912 12,655 12,655 193,775 (171,603) 7% Includes Sr Center,City Hall rental income and donations. Franchise Fees 0 0 0 120,000 (61,144) 0% A portion of the city's franchise fee is used to pay for the city's General Fund operations.The remainder is used to pay for the city's cable operation.Generally,the first payment Is not received until the 2nd quarter. Subtotal Revenues 360,749 357,529 357,529 11,584,637 (10,985,279) 3% rpenditures Legislative 15,435 13,564 13,564 89,379 (84,502) 15% Historical Preservation 0 0 0 0 0 Eliminated for 2017. Administration 59,886 60,952 60,952 366,550 (257,283) 17% Elections 3,798 791 791 35,821 (32,722) 2% 1st quarter kdudes annual maintenance fee for election equipment. Communications 30,943 34,549 34,549 109,341 (59,858) 32% New communications specialist hired in 2018.Severance payout to previous employee. City Hall 48,775 43,986 43,986 224,395 (155,058) 20% Finance and Risk Mgmt 173,357 158,440 158,440 732,495 (467,166) 22% New finance director hired in 2016. Human Resource 64,405 69,646 69,646 330,831 (212,485) 21% Police Administration 202,479 215,174 215,174 850,566 (522,934) 25% On a combined basis Police Admin,Patrol&Invest are 23.7% Patrol Services 649,869 692,618 692,618 2,750,258 (1,557,900) 25% On a combined basis Police Admin,Patrol&Invest are 23.7% Investigations 185,578 146,681 146,661 843,859 (579,628) 17% On a combined basis Police Admin,Patrol&Invest are 23.7% Emergency Management 54 54 54 6,650 (6,578) 1% Fire 220,278 180,485 180,485 1,188,352 (861,777) 15% New fire chief in 2018. Rescue 0 0 0 0 0 Engineering 103,290 137,766 137,766 568,573 (320,530) 24% City engineer position vacant in the beginning of 2017 resulting in lower expendlures in 2017 Planning 83,473 94,903 94,903 433,575 (248,890) 22% Includes costs for 2040 Comp Plan that to city is receiving a partial grant for.1st half received. Building Inspection 84,016 101,895 101,695 367,652 (204,198) 28% FT building inspector hired in 2017 resulting in higher expenditures in 2018. Natural Resources 27,854 6,308 6,308 136,901 (127,599) 5% Position vacant the 1st qtr of 2018. Streets 238,011 231,911 231,911 1,085,798 (688,883) 21% Snow Removal 83,000 108,521 108,521 227,377 (59,435) 48% Sand,salt,vehicle parts,and staff time were higher than a year ago. Park Maintenance 134,337 136,747 138,747 653,873 (418,274) 21% Rambling River Center 39,004 40,164 40,164 177,225 (113,021) 23% Park&Rec Admin 43,911 61,843 61,843 264,004 (155,016) 23% Rec supervisor hired part way through 2017 rexufting in lower expenses for 2017. Recreation Programs 6,294 5,429 5,429 112,861 (95,638) 5% Majority of programming is in to summer Swimming Pool 2,797 1,965 1,965 74,733 (26,462) 3% Interest Paid 0 0 0 0 0 Bad Debt Expense 0 0 0 0 Subtotal Expenditures 2,500,642 2,544,371 2,544,371 11,631,269 (7,236,835) 22% venues(Over)Under Expenditure (2,140,093) (2,186,842) (2,186,842) (46,632) (3,749,444) 4,690% Cher Financing Transfrsln 287,588 299,094 299,094 1,196,376 (697,886) 25% Transfers Out (237,280) (249,936) (249,936) (999,744) 583,184 25% Subtotal Other Financing 50,307 49,158 49,158 196,632 (114,702) 25% It Change in Fund Balance (2,089,786) (2,137,684) (2,137,684) 150,000 (3,864,146) -1,425% '12/2018 8:10:44 AM Page 1 of X W m ■ U . • N ) - 0 ■ U . N o .. > ® ■ • Ooz. Iii - : , N W ® 1IE.. 0 , ) • • Q) I11.__ - vJ N N I— cw W oC ■ U . • • 4 04 - M 11111.01.1 Lim LU >at (1) EWE I O 0 N 1 ■ U . • • II. Q.- o . • cv. aim ■ ■ • • W binning= - ioistaam ••• N C) C) 0 0 0 0 0 0 0 0 0 0 O 0 O 0 O O 0 0 0 0 0 O O 0 CD 0 CD CD 0 0 0 0 0 a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 L O LO 0 LC) 0 L() O LC) O In O in f` ED (.6 Ln 1 Cr- d C) r) N N C(3- EA f}EA EA EA €9 EA U EA- EA EA EA K} CA K-} a3ueles punct ui a6uetao RRC, Pool, EDA, Park Improvement,Arena March 2018 YTD Operating Report March YTD Quarter 1 March YTD March YTD Company Actual Actual Actual Budget Actual Budget Variance YTD Act as%of Bud Comment 2017 2018 2018 2018 2018 2018 ambling River Center FYI-CDBG(i.e.federal funds accounted for elsewhere)totaled$3,647 forlst qtr 2018 and$3,766 for 1st qtr 2017. ec Fees-Sr Ctr 4,690 8,305 8,305 18,000 (5,619) 46% There has been an increase in program participation. :xcludes CDBG) CDBG funds(federal grant)help pay for memberships and programs.They are accounted for separately.Amounts an listed above. embership Fees 5,311 2,908 2,908 9,000 (4,330) 32% CDBG funds(federal grant)help pay for memberships and :xcludes CDBG) programs.They are accounted for separately.Amounts art listed above. Advertising 1,092 1,512 1,512 2,200 (340) 69% Collection of advertising revenue is higher in 2018,than in 2017.Higher collection of revenue for ads in RRC newsletter. Rental Income-RRC 4,670 7,487 7,487 22,000 (12,077) 34% Rental income is increasing as memberships have increased. ubtotal Rambling River 15,764 20,212 20,212 51,200 (22,365) 39% enter Revenues ambling River Center 39,004 40,164 40,164 177,225 (113,021) 23% Kpenses RC Net (23,241) (19,952) (19,952) (126,025) 90,655 16% evenues/Expenditures auimming Pool Pool Admissions 0 0 0 0 0 Pool Closed Swimming Lesson Fees 0 0 0 0 0 Pool Closed Concessions 0 0 0 0 0 Pool Closed Rental Income-Pool 0 0 0 0 0 Pool Closed ubtotal Swimming Pool 0 0 0 0 0 avenues Pool Expenditures 2,797 1,965 1,965 74,733 (26,462) 3% Utility Costs ubtotal Pool Revenues (2,797) (1,965) (1,965) (74,733) 26,462 3% ver(Under)Expenditures DA EDA Revenues 5,783 22,941 22,941 3,100 20,288 740% Revenues include CDBG grant received for building roof. The expense was paid at the end of 2017. EDA Expenses 21,186 11,213 11,213 51,407 (37,032) 22% 2017 expenses higher due to pass-through funds. DA Net (15,403) 11,728 11,728 (48,307) 57,319 -24% avenues/Expenditures Transfers In 10,000 0 0 0 0 Transfers Out (827) (713) (713) (2,850) 1,663 25% Transfer to Trident TIF district for Dakota County TIF maintenance fees ubtotal Other Financing 9,173 (713) (713) (2,850) 1,663 25% et Change in EDA Fund (6,230) 11,015 11,015 (51,157) 58,982 -22% alance ark Improvement ark Improvement 8,515 1,474 1,474 10,487 149,019 14% Lower park development fees received 1st qtr 2018. avenues ark Improvement 4,545 0 0 74,500 (42,490) 0% Kpenditures ark Improvement Net 3,970 1,474 1,474 (64,013) 191,509 -2% hange in Fund Balance e Arena Ice Arena Revenues 128,725 115,401 115,401 343,000 (199,432) 34% Ice Arena Expenditures 97,454 100,281 100,281 319,421 (180,140) 31% e Arena-Rev Over 31,271 15,120 15,120 23,579 (19,291) 64% Inder)Expenditures Ice Arena-Transfers In 0 0 0 0 0 e Arena-Transfers Out 0 5,000 5,000 20,000 (11,667) 25% Ice Arena Net Transfers 0 (5,000) (5,000) (20,000) 11,667 25% e Arena Net Change in 31,271 10,120 10,120 3,579 (7,624) 283% red Balance '12/2018 11:21:51 AM Page 1 of f N L cc _C N N CD R R _cn c T • N a) .0ii) Q) E. 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C ( 0 O c Q° 0) 1` a 4. a , C CL a a m 0) CO N Q N N ( m o 0 o m O o d o c o p m c a o Y Y c a u) J Q CFI m u U c c 0 CO ; +-' c y a� Y d O Cn O - D Y m m N O O o y . 30 a) N 0 . p O N O C N = .0 O C 0 .JO.. U c cn c R 0 ( O o d O w 0 O -. It O a 0 0. J Q. j O O = O - a, m a J N C d J H m u) o C7 0 a N 0 X 0 o) uJ a) o C:� 4O a N u) .'7' X N S a C (p C d < at (7 C a) w 0 N 0C w, W C) c m .3 " C m C 3 _. O tl CON o N la 3 C) 3 R O a N o t/) '> l4 3 a) C O - (.) C C O O N V) O L C C > C O w 0 O C > C > '-',2- 0 (` O C a o CO 0 o a 0 a) o o u) 0) -o o a) a) E o N n. - • F'- o U o 0 0 X t- d C m F- o U o (� X Q 1- d x o U a O a Y 0 0 W 4' ce 0 0 W c 0 0 Z Sewer,Solid Waste, Storm Water,Water&Street Lights March 2018 YTD Operating Report March YTD Quarter 1 March YTD March YTD Company Actual Actual Actual Budget Actual Budget Variance YTD Act as%of Bud Comment 2017 2018 2018 2018 2018 2018 mMer Revenues(Sewer) 397,935 405.575 405,575 2,070,357 (1417,635) 20% Increase over last year due to a billing error 1st qtr of 2017 that was later fixed. Expenses-(Sewer) 390,071 342.174 342,174 2,003,644 (1,339,363) 17% MCES(Metropolitan Council Environmental Services)fees are lower than last year. Revenues Over Expenses(Sewer) 7,864 63.401 63,401 66,713 (78,272) 95% Transfers Out(Sewer) 79,532 74.624 74,624 298,494 (174,121) 25% See detailed transfers worksheet. Net Change In Fund Balance(Sewer) (71,668) (11,222) (11,222) (231,781) 95,850 5% did Waste Revenues(Solid Waste) 407,241 416,200 416,200 2,163,362 (1,453,244) 19% Increased county waste abatement grant. Expenses-(Solid Waste) 388,485 473,446 473,446 2,387,984 (1,544,483) 20% Increase in tipping fees and purchase of garbage cans. Revenues Over Expenses(Solid Waste) 18,756 (57,246) (57,246) (224,622) 91,239 25% Transfers In(Solid Waste) 15,962 16,712 16,712 66,846 (38,994) 25% Transfers Out(Solid Waste) 45,335 34,967 34,967 139,866 (81,589) 25% See detailed transfers worksheet. Net Change In Fund Balance(Solid Waste) (10,616) (75,501) (75,501) (297,642) 133,834 25% Using fund balance to offset increase in tipping fees rather than Increasing rates. orm Water Revenues(Storm Water) 135,344 155,829 155,829 744,787 (507,075) 21% Rate was increased for 2018. Expenses-(Storm Water) 26,678 214,515 214,515 852,487 (625,836) 25% New street sweeper purchased. Revenues Over Expenses(Storm Water) 108,665 (58,686) (58,686) (107,700) 118,762 54% Transfers Out 93,038 92,735 92,735 370,939 (216,381) 25% See detailed transfers worksheet Net Change In Fund Balance(Storm Water 15,628 (151,421) (151,421) (478,639) 335,143 32% Fund balance used to purchase street sweeper. ater Revenues(Water) Water Availability Charges 21,335 5,020 5,020 67,000 (51,940) 7% Correlates to building permit activity.Lower building permit activity in 2018 compared to 2017. Net Interest Income 18,552 30,729 30,729 70,900 (27,674) 43% After adjusting for the reversing of premium/discount recorded in December 2017(will be reviewed and recorded again in December 2018),the investment income will reflect a balance of$8,000. Rental Income 84,438 88,218 88,218 213,885 (80,654) 41% Reflects wireless companies(ex.Sprint,ATT,Verizon)rental of space on the city's water towers. Enterprise Sales 188,402 184,520 184,520 1,150,000 (827,195) 16% All Other Revenues 10,409 3,439 3,439 25,690 148,432 13% Total Revenues 323,135 311,925 311,925 1,527,475 (839,031) 20% Expenses-(Water) 134,842 121,341 121,341 1,775,587 (1,596,578) 7% Expenses are lower due to plow truck ordered,but not invoiced. Revenues Over Expenses(Water) 188,294 190,584 190,584 (248,112) 757,547 -77% Transfers Out(Water) 104,654 100.806 100,806 403,225 (235,215) 25% See detailed transfers worksheet. Net Change In Fund Balance(Water) 83,639 89,777 89,777 (651,337) 992,761 -14% reetlight Revenues(Streetlight) 40,339 40,594 40,594 225,300 (148,327) 18% Expenses 41,860 42,752 42,752 209,200 (152,403) 20% • Revenues Over Expenses(Street Light) (1,521) (2,158) (2,158) 16,100 4,076 -13% • • '12/2018 3:57:01 PM Page 1 of wARi►j,6, City of Farmington 430 Third Street Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 '�''►.A IWO. www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Teah Malecha, Finance Director SUBJECT: Approve Bills-Finance DATE: June 18, 2018 INTRODUCTION Attached is the May 31 - June 13, 2018 city council check register and recently processed automatic payments for your consideration. DISCUSSION NA BUDGET IMPACT NA ACTION REQUESTED Approve the attached payments. ATTACHMENTS: Type Description Ci Backup Material Check Register 5/31/18-6/13/18 0 Q 0) 0 0) 0 0) 0) 0) 0) 0 (O 0 COL() a) 0 0 0 0 co 0 0 co 0 0 0 0 Cr) 'Cl- O o LO e- p M O O O O O O O O O O O O O O O O O o O O O O O O O O O O O O O O O O O U7 0 O O O co O O O O O O O O O O co O O m G ® O O O O O O O O O O O O O O O 5 W OD d 2 No U W CO CO CO U) W w W W Z co rn 2 0 U U U U (o a g 5 w > > > > Q U) 0 O W W W W CO O O O CO W z W O O O O W w w Z Z I- CC 0 U Z C.) 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(h M m C vs N N CO CO O O N C E N a COCE Z ci) •E' a U 0 m O m N N UO C (0 c0 m C E 0 (p Q Y a , 0 U Y Q) CO dm co W Lo Z a ) _ rn L 0 a fskik H4 City of Farmington i 47 91 430 Third Street Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 ..4 pacOr www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Randy Distad, Parks and Recreation Director SUBJECT: Agreement with Wold Architects and Engineers for Preliminary Design and Construction Cost Estimates for Schmitz-Maki Arena Improvements DATE: June 18, 2018 INTRODUCTION On April 9, 2018 the City Council discussed during its work session some possible future building improvements to be completed in Schmitz-Maki Arena. Direction was given to complete a Request for Proposal(RFP)process for professional services related to completing preliminary design and construction cost estimates for arena building improvements. DISCUSSION At the April 9, 2018 City Council work session staff discussed the following future Arena improvements: 1. Move the resurfacer room to the other end of the building in the northeast corner of the building, which would improve safety in the circulation area around where the resurfacer is currently located. Currently the resurfacer has to cross the area where players exit and enter the ice and where fans circulate and congregate before, during, and after the game. 2. Construct two dedicated locker rooms for the boys and girls high school hockey teams on the east side of the arena and adjacent to the locker rooms that were constructed in the 1990's. The dedicated locker rooms would provide a place for the high school teams to store/leave their equipment during the season. This would allow access to more team rooms for the FYHA to use during its practices and games that are held at the arena. 3. After the resurfacer is moved, then construct a new concession room where the resurfacer used to be located. This will allow concessions to be moved to the ground level and lobby area of the arena. This will allow concessions to be fully accessible to all customers. The above improvements are identified in a 10 year Capital Improvement Program(CIP)plan for the arena, which is attached. In addition to the above identified improvements, the RFP also requested the following additional items be addressed as part of the preliminary design and construction cost estimates: 1. Assess and determine a solution to repair an existing team room exterior wall that has an issue with moisture, which is causing the concrete block to deteriorate. 2. Bring the arena into compliance with the American's with Disabilities Act requirements. The RFP was direct mailed to the following three consulting firms: • Stantec • Wold Architects and Engineers • Stevens Engineering All three firms have experience in the design of arena improvement projects. In fact, Stantec was staff's first choice and was selected to work with the city on the construction documents and construction management of the arena improvements that occurred in 2010. Stevens Engineering was staff's second choice during the selection process. Two proposals were submitted, one by Stantec and one by Wold Architects and Engineers. It's important to note the proposal submitted by Wold Architects and Engineers includes utilizing Stevens Engineering expertise in arena improvement projects as a partner to assist with developing the preliminary design and construction cost estimates. Staff reviewed the two proposals submitted and is recommending Wold Architects and Engineers be hired by the city to complete the arena's preliminary design and construction cost estimates based on the following reasons: • Partnership with Stevens Engineering • Previous experience with completing the city's facility analysis study • Understanding of the scope of services the city requested • Proposed cost to complete the work at$9,500.00 versus the cost proposed by Stantec at$22,810.00 In addition, and as part of the preliminary design process, stakeholders will be invited to give input on the design of improvements that may impact their use of the arena. Wold Architects and Engineers has proposed the preliminary design and construction cost estimates process to start in July 2018 and be completed sometime in October 2018. An agreement form is attached that John McNamara from Wold Architects and Engineers has reviewed and has provided his signature on. BUDGET IMPACT There is currently$82,326.79 in the arena's Capital Improvement Fund balance that can be used to cover the cost of hiring Wold Architects and Engineers to complete this work. Once the design work and construction cost estimates are completed, then other organizations could be approached about partnering with the city to help cover construction costs associated with the improvements. ACTION REQUESTED The City Council is asked to approve the following: • the attached agreement form with Wold Architects and Engineers at a cost of$9,500.00 to complete the work • cover the cost of the work with the current balance of funds in the Ice arena Capital Improvement Fund ATTACHMENTS: Type Description D Backup Material Arena's 10 Year CIP D Contract Agreement Form C) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 v) 0 0 kr) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 F-1 0 0 0 0 0 0 0 vi 0 r Lei kr)- kr; o N 0 Vi vi o o in o o N in .---, trt vl •--- N N ,--� 0 •--- --•, — 0 d' N E-+ N r, O (1- 69 69 69 69 69 69 69 69 EA 69 69 69 69 69 69 69 69 69 69 En 69 69 69 69 69 EA 69 69 0 0 0 0 0 0 00 00 0 0 0 0 0 0 o� o 0 CT- N 00 --, 69 69 69 69 69 69 0 r N O N 0 0 0 VZ 0 0 N N N C 69 69 CI- O O O V1 In Oin O 4-1 el V C r O 0 W N N N 'O 69 69 69 I- 0 0 0 O 0 t6 N o 0 0 0 0 - O irc tr o fl. N N fO69 69 69 69 69 U - o 0 CD (p M 0 oo o CU C O O 0 N N rn N G 69 69 69 ri 0 0 0 0 0 0 a N 0 o k o o o o� d c 0 o o i. N 7r Q 64 64 64 69 6469 EA (6 0 ~o 0 N N N in 1.0 69 69 E0 U N o 0 0� 0 00VI N O o r--- N N 69 69 69 0 C10 o 0 0 C0 0 0 0 0 N kr) t N N 69 69 69 69 k. o `' ''0 sem, ° U ani �W C o G1' ..a F 0 i--i 4. ct Cn G' cC 0 N > `% cC —. a) at 0 is o •� 3 o a ' �x a) . . , , 0 al) U � . s•. cC -, U ) Crn 0 t, . a) Yao a) em ) ya > nm at °? s. al Uo N c) ai U U i a) -0 ,-, U . o c 41. > U - o- 0 cn Li a) U 0 `/ 1 V] .� T C3 N 'y C S • cC Y M. OA w Q b�A 3 W ID a) VD U c) w >, 0 e" ate) ami c) •.0 � 0 00 bA A U CO V) x °° 4-1P4 W U a-+ s.. 0 «3 0 .. Q W w x �; U a0i 0 0 Y a) a) o a) a) a) a) a) > o v O a) v cn > U U 0 U U ° U b Cl) > > > 0 .o 0 0 0 7a-), •° U vl 1) o U rn ° 0 CCI �C eC - c: al eC o LY ;: 0 0 0 O `" LS, "' CZ. rte+ a, cu a) 0 00 0 aa)) o 0 a. )) a a a a)) a)¢ aa)) a0) a a Q) a) a)a a)) aQ) a) 0 0 °o a0) a0i a0i ai a) a' a) a) 0 a) gc a) X c.4 0 '24 rw a; U U Q rw a; P4 F-, P4 r� P4 a: a U w Ix c4 P P4 P4 a4 P w P4 W AGREEMENT 2018, between the CITY AGREEMENT made this fg day of �.-c--�-z.-.��� OF FARMINGTON, a Minnesota municipal corpora-ion ("City"), and WOLD ARCHITECTS AND ENGINEERS,INC.,a Minnesota corporation("Wold"). IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS HEREIN CONTAINED, THE PARTIES AGREE AS FOLLOWS: 1. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents",all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein: A. This Agreement B. Wold Proposal dated June 1,2018,attached as Exhibit"A." C. Request for Proposal Schmitz-Maki Ice Arena (Arena) Improvements Preliminary Design and Construction Cost Estimates, attached as Exhibit"B" In the event of conflict among the provisions of the Contract Documents,the order in which they are listed above shall control in resolving any such conflicts with Contract Document"A" having the first priority, Contract Document"B"having the second priority and Contract Document"C"having the last priority. 2. OBLIGATIONS OF WOLD. Wold shall provide the goods, services, and perform the work in accordance with the Contract Documents. 3. OBLIGATIONS OF THE CITY. The City shall pay Wold in accordance with the proposal. 4. SOFTWARE LICENSE. If the equipment provided by Wold pursuant to this Contract contains software, including that which the manufacturer may have embedded into the hardware as an integral part of the equipment, Wold shall pay all software licensing fees. Wold shall also pay for all software updating fees for a period of one year following cutover. Wold shall have no obligation to pay for such fees thereafter.Nothing in the software license or licensing agreement shall obligate the City to pay any additional fees as a condition for continuing to use the software. 5. ASSIGNMENT. Neither party may assign, sublet, or transfer any interest or obligation in this Contract without the prior written consent of the other party, and then only upon such terms and conditions as both parties may agree to and set forth in writing. 6. TIME OF PERFORMANCE. Wold shall complete its obligations on or before November 1,2018. 7. PAYMENT. a. When the obligations of Wold have been fulfilled and accepted,the City shall pay Wold $9,500.00. Such payment shall be made not later than thirty (30) days after completion, certification thereof, and invoicing by Wold. b. No final payment shall be made under this Contract until Wold has satisfactorily established compliance with the provisions of Minn. Stat. Section 290.92. A certificate of the commissioner shall satisfy this requirement with respect to Wold or any subcontractor. 8. EXTRA SERVICES. No claim will be honored for compensation for extra services or beyond the scope of this Agreement or the not-to-exceed price for the services identified in the proposal without written submittal by Wold, and approval of an amendment by the City,with specific estimates of type,time, and maximum costs,prior to commencement of the work. 9. PROMPT PAYMENT TO SUBCONTRACTORS. Pursuant to Minnesota Statute 471.25, Subdivision 4a, Wold must pay any subcontractor within ten (10) days of the Wold's receipt of payment from the City for undisputed services provided by the subcontractor. Wold must pay interest of one and one-half percent (11/2 %)per month or any part of a month to subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of$100.00 or more is$10.00. For an unpaid balance of less than$100.00,Wold shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from Wold shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 10. WORKER'S COMPENSATION. Wold shall obtain and maintain for the duration of this Contract,statutory Worker's Compensation Insurance and Employer's Liability Insurance as required under the laws of the State of Minnesota. 11. COMPREHENSIVE GENERAL LIABILITY. Wold shall obtain the following minimum insurance coverage and maintain it at all times throughout the life of the Contract,with the City included as an additional name insured by endorsement: Bodily Injury:. $2,000,000 each occurrence $2,000,000 aggregate,products and completed operations Property Damage: $2,000,000 each occurrence $2,000,000 aggregate Products and Completed Operations Insurance shall be maintained for a minimum period of three(3)years after final payment and Wold shall continue to provide evidence of such coverage to City on an annual basis during the aforementioned period; or if any reason Wold's work ceases before final payment, for a minimum period of three(3)years from the date Wold ceases work. Contractual Liability(identifying the contract): Bodily Injury: $2,000,000 each occurrence 2 Property Damage: $2,000,000 each occurrence $2,000,000 aggregate Personal Injury,with Employment Exclusion deleted: $2,000,000 aggregate Comprehensive Automobile Liability(owned,non-owned,hired): Bodily Injury: $2,000,000 each occurrence $2,000,000 each accident Property Damage: $2,000,000 each occurrence 12. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Wold must comply with the Minnesota Government Data Practices Act,Minnesota Statutes Chapter 13,as it applies to(1)all data provided by the City pursuant to this Agreement,and(2)all data,created,collected,received,stored,used, maintained,or disseminated by Wold pursuant to this Agreement. Wold is subject to all the provisions of the Minnesota Government Data Practices Act,including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government entity. In the event Wold receives a request to release data,Wold must immediately notify City. City will give Wold instructions concerning the release of the data to the requesting party before the data is released. Wold agrees to defend, indemnify,and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from Wold's officers', agents', city's partners', employees', volunteers', assignees' or subcontractors' unlawful disclosure and/or use of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. 13. RECORDS. Wold shall maintain complete and accurate records of expenses involved in the performance of services. 14. NONDISCRIMINATION. All Contractors and subcontractors employed shall comply with all applicable provisions of all federal, state and municipal laws which prohibit discrimination in employment to members of a protected class and all rules and regulations, promulgated and adopted pursuant thereto. Wold will include a similar provision in all subcontracts entered into for the performance of this contract. 15. INDEMNITY. Wold agrees to defend, hold harmless, and indemnify the City, its officers, agents, and employees, for and against any and all claims, demands, actions, or causes of action, of whatever nature or character, arising from the Wold's performance of work or services provided for herein. 16. WAIVER. In the particular event that either party shall at any time or times waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or any succeeding breach of this Contract by either party,whether of the same or any other covenant, condition, or obligation. 17. GOVERNING LAW. The laws of the State of Minnesota govern the interpretation of this Contract. 3 18. SEVERABILITY. If any provision,term, or condition of this Contract is found to be or become unenforceable or invalid,it shall not effect the remaining provisions,terms,and conditions of this Contract, unless such invalid or unenforceable provision, term, or condition renders this Contract impossible to perform. Such remaining terms and conditions of the Contract shall continue in full force and effect and shall continue to operate as the parties'entire contract. 19. ENTIRE AGREEMENT. This Contract represents the entire agreement of the parties and is a final, complete, and all inclusive statement of the terms thereof, and supersedes and terminates any prior agreement(s),understandings,or written or verbal representations made between the parties with respect thereto. 20. TERMINATION. This Agreement may be terminated by the City for any reason or for convenience upon written notice to Wold.In the event of termination,the City shall be obligated to Wold for payment of amounts due and owing for materials provided or for services performed or furnished to the date and time of termination. Dated: �, /S' , 2018. CITY OF FARMINGTON Todd Larson, Mayor By: e--- vid McKni t, i Ad inistrator Dated: JUKE I) , 2018 WOLD ARCHITECTS AND ENGINEERS,INC. By: McNamara, Partner Partner 4 Esal i�( , June 1,2018 Randy Distad W01 • Parks and Recreation Direction 430 Third Street Farmington,MN RE: Request for Proposal for Schmitz-Maki Ice Arena Improvements On behalf of Wold Architects and Engineers,I would personally like to thank you for the opportunity to present our qualifications to you as you select the design team for your Ice Arena Improvement project. We would enjoy the opportunity to assist you in realizing your goals for this very important project. We know that you will not trust the responsibility of this challenge to just any firm and you will consider your choices very carefully.As the architect for the Facility Assessment project,we understand the needs for this facility. As you look through the information within our response,I think you will see one common thread: We are a firm that listens. It is a simple concept,but surprisingly not every firm understands why it is important or even knows how to do it. We know that first and foremost this is your building—not ours. Instead of coming to you as experts who tell you what to do,we use our experiences to have a conversation to understand what you want to achieve,and then discuss how best to achieve the optimal outcome for your project. We don't expect you to be experts,but rather to discuss openly with us all the things you want your project to achieve for you,for the users and the community as a whole. Through these conversations,we will formulate criteria that the project must achieve and design accordingly. When the project is done,you will be able to say"This is exactly what we wanted to do!" To compliment our expertise,we performed a thorough analysis of ice arena design expertise and are pleased to have added Scott Ward of Stevens Engineers to our team.Stevens Engineers is a leader in ice arena design. No other firm is more experienced in assisting clients realize their vision.We have included projects and experiences in our proposal very similar to the work you are considering. You will see details for these projects in our proposal and we encourage you to discuss them in greater detail with us. We are excited about the opportunity to work with the City of Farmington. We have a long history of successful projects for the city. We have already been thinking about how to approach different aspects of your project and we have been out to the site to see things first hand. But,as I stated above,the real solutions will not start until we have had a chance to listen to you and understand you goals first. We know that this is the most important part of developing our relationship together,and we look forward to the opportunity to discuss this with you in person. Thank you again for your consideration and we hope that our proposal aligns with your criteria for selection. Sincerely, Wold Architects and Engineers Jo n McNamara, AIA, LEED AP Partner-in-Charge Wold Architects and Engineers PLANNERS 332 Minnesota Street,Suite W 2000 ARCHITECTS St.Paul,MN 55101 t 651 227 7773 ENGINEERS .,,; ---- firm location information 332 Minnesota Street,Suite W2000 St.Paul,MN 55101 ' � t 651 227 7773 I f 651 223 5646 s 1 main contact 4. s.. - �� .c- John McNamara,AIA,LEED AP Partner-in-Charge c 612 382 7224 _: jmcnamara@woldae.com .. ,y _ date founded 1968 s' legal status I Corporation it ownership I Privately Owned t. office locations I Colorado, 1 'I, Illinois,Iowa,Minnesota i " - � 1/4 1 about us ` With client service as a focus,we take a ; long-term posture of keeping our clients' ""'— interests as our goal.We believe our role (I/ „,;, e .„_-_, .,0, is much more than just a facility designer. Because facility issues are ongoing,we 1 offer our continuing support from initial '” =l space needs analysis,through design and Vs construction project,continuing through post-occupancy. LEAD FIRM PROFILE Our 200+person,multi-disciplinary staff provides facility analysis,facility planning and programming,architectural W O L D ARCHITECTS AND ENGINEERS design and specifications,mechanical and electrical design and specifications,space planning,interior design,cost estimating, and construction administration. staff Counts NAT'L MN Registered Architects 45 35 • Graduate Architects 86 72 Registered Engineers 6 5 Graduate Engineers 40 39 Interior Designers 8 8 services wold offers I Long-Range Planning,Strategic Facility Planning, Administrative Support 26 26 Pre-Design Program&Verification,Space Adequacy Evaluation,Site&Facility Total 215 185 Analysis,Interior Design&Space Planning,Architectural Design,Contract Documents,Security Analysis,Color&Material Selection,Sustainable Design, Mechanical&Electrical Engineering,Cost Estimating&Management,Quality wold's entire staff has Review,Bidding&Contract Review,Best Value Procurement, Comprehensive experience working with Construction Administration,Project Close Out&Archiving, Continuous Post- public sector clients like t h e Occupancy Follow-Through,Utility Tracking&Analysis city of farm i n g t o n Requestfor Proposal for Preliminary Design&Construction Cost Estimate 3 COVER LETTER . PROJECT OVERVIE DELIVERABLES toatiNSULTANT PROF ! 17 twAy ORK PLAN . . ITY PARTICI PATIO ti.Y , 4i:, i I I ` 111Iyi Ll �- a . .,,,,, ,,e,,..,,,, ,. . „„.....:... ,, ar• • ..... .. ____,.._,_ , -1 1 . , 1 , ,„„, .. . , .� i _, .,, . . _ . ....11. i , , ,,. ,1 i , , . ,_ �y iti , ,,, , . . .. . . ......,,, , , ., . ,.. .„ .. ., .. o ,` ►�' � Ire ->d Sc — i smog l _r • i P • '.' � 'me a ,,A - , „ " s53� �q .'3e� Y�^ 4es ;� @ •.+>fit.� f � • T + X4„ , g , * # 3 T 1. S I- r. - � n t Ec:T 3, , ,. . ,,,, ,,, , , NO ,, . .,.. ,- . !.. . . ' , / . - 10 r ,. . ,.-. „ �;::. ;,t;;;>•, res " ..J, €, ' _. ., • .. , • . ,t __s`;....,_ PROJECT UNDERSTANDING STATEMENT OF THE OBJECTIVES, GOALS, & TASKS The Schmitz-Maki Ice Arena was originally constructed in 1975 and had the refrigeration equipment,concrete,and dasher boards replaced in 2010,but has not undergone any major programmatic upgrades since it was originally built.There are other facility maintenance concerns that need to be addressed.In 2017,we performed a facility condition assessment which outlined various repairs and improvements that should be considered.At this time,the City is intending to reinvest in this facility and improve outcomes. r, FESSIO;; -44.. oma, ice resurfacer room 9 • Relocate the ice resurfacer room to a location to the north.The + 1 current location crosses the main circulation area. e • Add an exterior access to the room to allow dumping of ice shavings outside. • The room would need to be designed to meet current codes and have new HVAC systems installed. new concessions area § {�1 • As noted in the Facility Assessment Report,the current rvil �� v� ` concessions area is located on the upper level and is not handicap n�( LEA,113 accessible. RELENTLESS f� • Utilize the current resurfacer room for a new concessions area. �: • """ • We will meet with the City,hockey association,and booster club ! i to discuses each entities needs for this area. • All new construction(HVAC,electrical,finishes,etc.)will meet all current code requirements. high school team locker rooms • Add two new dedicated high school team locker rooms in an addition to the east of the building. • This new space will connect to the existing arena and will include toilets, sinks, and showers. 1 r ! • We will meet with the School District and City staff to discuss the needs for these spaces. • All new construction(HVAC,electrical,finishes,etc.)will meet all current code requirements. — — facility preservation • The current locker room addition on the east side has been experience significant moisture intrusion likely caused by a lack of insulation in the walls causing condensation and deterioration. i;•� 'i 4 - }`Y .i • Repair work of the exterior wall to mitigate moisture intrusion is needed. • There are various accessibility issues in the arena that were - identified in the Facility Assessment Report that need to be - addressed. J d, itl r • ,. 8 Wold Architects and Engineers 41DELIVERABLES OUR APPROACH WOLD'S PHILOSOPHY E li ! - •` 1 AoffillIM , _ , _ Fuii• i illitl'' ‘ rt in it for the long term an integrated, in-house engineering approach At Wold Architects and Engineers,we take pride in having Our in-house mechanical and electrical engineering teams are worked with over 200 governmental entities in Minnesota and fully integrated into Wold's design process from day one.That the Upper Midwest to provide planning and facility analysis integration not only leads to a complete,fully integrated project, services to help make justifiable and prudent long-term decisions but also to the most sustainable solutions possible. based on your long-term interests.Our approach is to work to develop publicly defensible and implementable solutions for a quality management approach facilities which support your service delivery models today and Our focus on a quality project starts on our first day and are flexible to adapt and change in the future. continues through until you are satisfied well after the project is complete and done so on budget. bringing a proven process Our criteria based approach gains consensus on the facility needs,develops unique solution options which directly address those needs,and then compares and contrast how each option rates when judged by the criteria initially developed to allow options to rise to the top. 10 Wold Architects and Engineers ,fr f 5 PPIPPPIPIr— iallpauapmonseww...— .41 fx°ze :3 a_er • OUR TOTAL PROJECT MANAGEMENT APPROACH OUR PROCESS FOR DEVELOPING IDEAS INTO RESPONSIVE SOLUTIONS FOLLOWS A PROVEN PATH TO ENSURE THERE ARE NO SURPRISES. schematic design design development construction documents • Field verification utilizing our • Focused User Group meetings • Weekly coordination meeting with verification forms—for all affected to delineate specific functional all disciplines to review issues and areas requirements details • Generate BIM models for the arena • Graphically represented in book • Confirm schedule adjustments • Focused Core Planning Group format for distribution* —establish issue and bid dates for (CPG)meetings to define • Verbally represented in Meeting construction packages relationships and adjacencies of Minutes* • Code review submittal proposed space improvements • Weekly coordination meeting to • Room-by-room coordination • Clearly define project scope review potential conflicts meeting prior to completion of CDs graphically for all team members • Development of finishes,design • In-house Quality Control review by • Schematic Plans outlined* elements,and colors for Owner senior management before issuance* • Scope notations on plans review* • Final cost estimates* • Preliminary code review established • Meet with CPG and Facility Team • Owner review set published • Cost estimate based on$/SF* to review guidelines and implement (Construction Document booklet Presentation to City and other operational systems • published)* stakeholders as required(Schematic • Develop outline spec for Design Booklet published)* review and approval *Design Deliverables • Code review—Meeting with code official • Cost estimate#2 based on DD set* • Presentation to City Council and other stakeholders as required (Design Development booklet published)* Request for Proposal for Preliminary Design dr Construction Cost Estimate 11 WE COMMIT TO FULL SERVICE IN EVERYTHING WE DO! THERE ARE NO LIMITS TO THE NUMBER OF MEETINGS OR TO OUR TIME COMMITMENTS. TOGETHER WE WILL ACCOMPLISH OUR SHARED GOALS. WE WILL INVEST THE EFFORT AND ACHIEVE SUCCESSFUL RESULTS WITH YOU! Ilk 1 b. ,,,,.:,,1. \\II - ''-;.'\, , aio,,- ' . ,_: 1±,t: „.:,,,11,-,.% ''' ' i, Iliii,j://ILL114. i , "."--..„, 'I) i ,, — ,-. k' '' --L- .41,.5.,. .' #4 Inv/A II! , j ..to - - + 4' _ " )V1 ' I "—,,4-6141- • " bidding • Timely and proactive contact of potential bidders to generate interest • Minimize addenda by proactively coordinating project prior to bidding • Administer bid openings and contract preparations construction administration • Review submittal requirements,schedule of values,and Owner expectations with contractors • Pro-active shop drawing review tracked in comprehensive submittal log • On-site involvement to review compliance of critical construction aspects—all Sub-consultants • Regular site visits with observation reports • Attendance at all construction meetings • Availability to contractors to review specific conditions in the field • Mandatory contractor pre-installation conferences for critical components • Manage close-out process to ensure timely completion of all"loose-ends" • Help coordinate commissioning process to ensure design compliance post-occupancy • Attend first day opening to assist where helpful • 11-month walkthrough to review warranty items • Post occupancy evaluation with Owner to review strategies • On-going availability to coordinate and resolve issues 1 2 Wold Architects and Engineers r '.€ "" n " — -.„ -,s;r ,. //:t., ? �i $}gyp' # II ..t /: - , _ ,, „,, , ..1 ... _,. .., i .,,.,;.1.,„ ,......, .... ,, • .,,,.,..1 , . . ,_ ri......, : 1 , • ......, i ., 1,,,,,ii..44: ,,; i ” f iA"d . ` f 1 `.'d. '� d ' � l Po y : I . ; � s -. lita -- I S i cy WOLD IN - HOUSE ENGINEERING COORDINATED & SUSTAINABLE HIGH PERFORMANCE DESIGN Wold believes that the key to success for a project is a coordinated effort between the architect and the mechanical and electrical engineering team.Therefore,we have developed in-house engineering to facilitate coordination and provide the highest quality service for our clients. Below is an overview of the expertise and services of our in-house engineers, and the benefits we see for our clients by providing engineering within our organization: expertise • Building security systems benefits • Heating and ventilation systems ▪ Fire alarm systems • Our LEED accredited • Boiler plant design • Lighting design architectural and engineering • Chilled water plant design personnel have worked together • Plumbing systems services on projects for over 50 regional • Fire protection systems • LEED certification public agencies • Geothermal systems • Energy Star certification . Improved communication • Ice storage • Sustainable design between the architects, engineers, • Building automation systems • Facility analyses and all client stakeholders Power studies . Facility planning Schedule, budgets,and overall • Power distribution systems • Schematic design performance are more informed • Grounding and lightning • Design development and therefore more accurate and • Construction documents better-suited for the client protection systems Emergency and back-up • Code/life safety upgrades • Tailored and well-coordinated • generator systems • Energy analyses/rebate assistance contract drawings and • PA/sound systems • Construction administration specifications better reflect your • Master clock and program • On-site observation needs systems ▪ Commissioning • Cohesive integration of • Voice and data systems • Post-occupancy evaluation sustainable systems between TV/video systems • Project management architecture and engineering •• Card access systems components • Camera/video surveillance systems Request for Proposal for Preliminary Design t'Construction Cost Estimate 13 QUALITY CONTROL PROTECTING YOUR BUDGET We believe our ability to listen and our participatory approach During the review process at the end of the contract documents is the first stage of quality control.We strive for ownership on phase,every Associate reviews the project from the standpoint the earliest decisions.Throughout design,assuring quality is of their technical expertise and signs off prior to issuing contract a continual process reinforced by our in-house engineering, documents.This process further benefits our clients because of associate peer reviews,and third parry cost estimates. our in-house mechanical and electrical engineering staff,who are able to review and respond to the project's needs in a prompt As architects,our reputation is on the line on every project manner.By drawing on the expertise of each member of the and for each component of every project.As a result,we have Wold team,your project's quality is assured by their careful and developed a process that addresses quality management.The expert review.We understand it is our role to extract critical responsibility for project quality management rests with the answers through relevant questions.We challenge ideas and offer project manager,the link between the planning group,the insight. Ultimately,we document the process of agreement in design and construction process.The Project Manager has decisions.This,allows for stakeholder ownership and a record of control of all necessary Wold resources for the highest level decision making. of quality management.The responsibility for project quality management rests with the Project Manager,who acts as the link between the planning group during the design and renovation process. approach to ensure quality control • The Project Manager is provided with key milestones i. checklist Y . • The Project Manager frequently reviews updated „ specifications and technical information 4, -'' • Each Associate monitors a technical discipline,updates .. " master spec sections and regularly updates project managers _" during in-house training programs �' _ • Every Associate participates in final review and signs off ,. 1:1 iii prior to issuing contract documents ' • The Project Manager and cost consultant perform frequent . w/ = budget evaluations to ensure that the budget is met ,;� r' _> • On-site construction observation and shop drawing � I � � 9 reviews monitor compliance with the contract document ' requirements _-- ...414, it) x I I • Closeout process focuses on client satisfaction and works • l in/ �..✓'. with the contractors to address all issues ``t ' f, um • in-house peer review 11 1I ''r Wold prepares every day for the quality of future projects.We do I i ' this by assigning each of Wold Associates to a specific,technical discipline whose issues they monitor.They draw information A from their experience and from the master spec sections that ;.; they regularly update,and the most current information is then "`' tit a 1' i f communicated to our Project Managers and staff via in-house l training programs.All documentation for these disciplines is - ' available to staff from our in-house resource center. - - 14 Wold Architects and Engineers COST MANAGEMENT PROCESS trends KEEPING IN CLOSE CONTACT WITH THE CONSTRUCTION COMMUNITY HELPS US S. IT RESPO COST IS OUR GOAL TO DESIGN OPROJECTS TOA MATCH THE BUDGET, GETTING THE COUNTY THE staff experts LARGEST WORK SCOPE THE BUDGET ALLOWS. Our reputation relies upon accurate cost estimation and budget trends management.Our successful methodology approaches budget We maintain a file of regional building projects that gets management as an ongoing task.We believe that our efforts updated quarterly.We have the ability to average gross costs for to estimate and track the project budget are vital—providing each specification and relate that cost to a particular building added depth and insight into all of the cost factors(direct or type in the public sector market. indirect) that will impact your bottom line. staff We believe that the first 20%of the decisions made affect 80% Our staff will complete detailed material take offs and cost of overall cost.With public funding involved,we understand estimates at intermittent phases.These estimates are checked the importance of quality estimating from the beginning of the against the regional trends. planning and programming phase in assuring cost control and project success when design and construction phases begin. experts Consulting cost estimators,trend analysis,and internal cost In addition to the estimates done by Loeffler,during the later estimators ensure an effective cost benefit analysis starting at stages of Design Development and Contract Documentation, the study/pre-planning stage and continuing through all the we call on contractors and regional partners to check our project phases.The public sector clients we serve require this numbers and verify costs.This final check assures us that the level of attention in order to effectively manage the public funds project is designed to meet the current market and adhere involved in the process.We maintain a long-term relationship to budgets.We always strive to improve and learn from our with our consultant,Loeffler Cost Estimating,who runs detailed bidding experiences.Factors include the often volatile nature cost estimates on the proposed solutions to confirm budget of purchasing materials;for example,when the price of copper accuracy.This data,coupled with Loeffler's knowledge of local goes up,so too does electrical wiring and plumbing piping;as costs,labor base,and other economic trends,will be used as a steel prices increase,structural steel,sprinkler and heating pipe, tool to make decisions,and to ensure your projects are within and sheet metal ductwork are all affected. Fluctuations in crude budget. oil prices change pricing for construction heating,bituminous, and roofing.As a result of these moving parts,we are continually reviewing these trends,talking with contractors,and adjusting our numbers based on our most recently bid projects. Request for Proposal for Preliminary Design dr Construction Cost Estimate 15 --------- - -, .------ .••, ,,,..., - - , . ., . , . . . ,,--- , ... •- - .....,•,-- ., . .. . . . .„ -.-. , . .,_..._ . ..... . . ,,...,„. ..,....,. ,,. - • - I . -• '-...,..,...... ., .„, ...._...,....,, , .,, .._,, ., - •, ",. ., .. . ._. . ... -,.., _ .,....... ,—...„.. ....„.... • • • , r • , , ., ..:, 4,, I. ,., : 11 yilti,11111, 1:11,11:11:11:1111:1,.., III III 1.1,11.1.1 VIIIIi11.1i I • ' I?',V8e .:, • ', ' ' 1,',Vi.::,,',.; ',', .,..,,,. ..' , i•. , , ,•• , • ' • • , 0,• , .• ,0., ,, :-..., 4 , . 4 . • „ , .1 r. . ;.....,i .. . ..1 • ii . .. .4•r . i ,,r : ),,:-.',.y„,;,..„,„:,,, , •, .. 1.•:',:::::::,::::::::;:ii; , 1 , .11;i: ,1 iii, , , • . . .. •.I S,I. . , ' , . . , 11/1:If C:',:;'.'1 -.••!1 '1,' • J• ,,,,,- ' •'[ "' ' . ' .. , _ ,•-• . - . • , . . , . _. . • , ,.•-•••11 .. • •• _, ---- • • t, . , (...•,•„,;•• .: l'i.'.•'' ' ,1 ...,-- • •?••,t 5. • _---- . ....... • .1., "!__--- -.0-••-••••46 . __ .,.. ._••••4• i -,...- . j . - 'ic--,.•• . -, , ,,,- -,- • .. .• —• . .. • ,- --- • • • - • .• ,- . _•• . . _ •-... ..,.-' . .. . . , . • •- . • . . . . . . • . . . ., • . . . - •• •• . . • . . .. . ,. • .. . - • . . . . ., . . • • • .• ••• .. . .• .. . .. ... -. . . . • ... . • •••.. •. •, - • • "- ••- • •-• •• • • • • • • — „. . • •• - • • • • . . .- . , ;,,,, . . . , ...,. r_ ,..• •, ,,. ...-....• . ••.. . ,- . -. - • •.. .: , -- •-, •.. .• ,• . .. - • .•- • • . . .• . • . . . .. .. ... .. . . .. .. _. . ......, .. . .. . . °.•-,,•••••: ::.,:•.:•" •:•••••-•.-'•' - ••••:: .:"......-:'••••••••••••••••••••::,;•.:•••-• ••••.: !'-`'•::':•---.: '...'•-•,..•-•:!:.-:•,;,...,?.-„,••.:•:-:. :.•:.•,•_,.:..•....•; .:•'.:••••:-- •',. -..1•••_;••• _::.'...-..‘••••••'.'.•••.--•,•....:.-.• '-'.•:.,::••: --.-•••••••.:".• • ,.••. . •- • "" • . -• • - --•-• •- . -• --••..• . ... ;.... _... . ... .. . ....,_ .. . . ..,. ..... : . . . ......, . ., . 5 CONSULTANT PROFILE 2 I PROJECT TEAM PROPOSED TEAM ORGANIZATION CITY OF FARMINGTON ,o��rARM jy � K AMON EADERSHIP • john m c n a ma ra I Principal-in-Charge WOLD TEAM availability statement All team members are available to begin j a k e w o l e n s a k I Project Manager work on the project upon notification j o n a t h a n loose I Mechanical Engineer of our selection.Wold works diligently to manage our workload to the number b r a d l e y j o h a n n s e n I Electrical Engineer of staff employed at any time.We understand that our workload needs to Plus over 200 dedicated professional 6•administrative team memberstive team match our availability in order to provide members our clients with exceptional service, quality,and experience. SUB-CONSULTANTS Stevens consulting I Scott Ward, Ice Arena Design bkbm engineers I Structural Engineering anderson-johnson & assoc. I Civil Engineering&Landscape Design loeffler construction & consulting I Cost Estimating 1 8 Wold Architects and Engineers 2 I PROJECT TEAM 41 city of alexandria New Police Station city of brooklyn park Police Station Master Plan Iiii h Police Station Addition/Remodel Fire Station Master Plan . - city of burnsville t wi Police/Fire/City Hall Space Needs Assessment Fire Station No. 1Replacement 4 city of cottage grove Public Safety/City Hall Facilities f4.,°' ,t1:1110( Fire Station city of faribault New Police Station New Fire Station Study Fire Station Renovation city of farmington Campus Master Plan City Hall Police Station Fire Station No.2 _ "714't r Facility Assessment t Rambling River Center Assessment city of hutchinson Hutchinson Area Transportation Service City Hall Community Event Center Police,Fire&City Hall Master Plan city of lakeville PARTNER IN CHARGE Police Department Space Needs Analysis New Police Station JOHN MCNAMARA, AIA, LEED AP city of minnetonka Public Safety Facility Study city of new ulm City Hall Remodeling city of owatonna Historic Fire Station city of prior lake New Police Station New City Hall city of richfield City Hall/Public Safety Facility city of stillwater university of rninnesota I Bachelor of Architecture Police Station Master Plan university of california I BS,Architecture city of st. paul Police Headquarters Renovation As Partner-in-Charge,John is responsible for governmental facility planning and city of west st. paul design projects.He has a great depth of experience in new facility planning.John Ice Arena Improvements has special expertise in working with municipal clients to understand their needs for operational objectives while navigating the political environment for municipal city of woodstock facilities,ensuring expectations are met.John brings 24 years of experience Public Works Facility designing public facilities with Wold to the team,and will provide excellence in leadership and professional service through his energy and passion for your success. Request for Proposal for Preliminary Design 6.Construction Cost Estimate 19 411110 y r tc 0.14‘!",1: ' 4, .141 igr. ICE SYSTEMS PROJECT MANAGER DESIGN JAKE WOLLENSAK, AIA SCOTT WARD, P.E., VP- STEVENS ENGEINEERS. university of minnesota I Master of Science- Mechanical Engineering university of minnesota Bachelor of Civil university of minnesota Bachelor of Architecture Engineering university of minnesota Master of Architecture Scott has over 20 years experience in civil and mechani- Jake will lead our architectural team as they develop the designs cal engineering fields. His education and engineering ex- for the project. He has a great depth of experience in facility perience uniquely qualifies him for the specialized design design and interior workplace layouts and will be a great asset requirements of ice systems. With his experience in fluid to your project team.Jake will work with you to accomplish hydraulics, pumping and piping systems, heat transfer, technical,functional,and aesthetic objectives for new municipal refrigeration, thermodynamics, structures and materials, facilities. Scott has developed a specialty in designing ice systems. He has been involved in over 200 ice rink projects since city of farmington I Facility Assessment/USDA office 1997, including professional practice facilities, Division build out,Rambling River Center Assessment 1 college venues, multi-sheet community arenas, and outdoor ice rinks. city of cottage grove I New Central Fire Station city of west st. paul I Ice Arena Improvements city of minnetonka I Public Safety Building Addition& Renovation schwan's super rink expansion I 4-sheet Ice System Design city of hutchinson I Public Safety Master Plan verizon wireless center Ice System Replacement city of Brooklyn park Renovations and Additions of the Police Headquarters, City Hall Master Plan,Zanewood eden prairie community center I Rink 1,2,and 3 Community Center Design 20 Wold Architects and Engineers 1 4 , • b ,- go I,.. t "[J� ## #eea t c 4 ♦ tor. iktior , i . A , . i.o.1 . 1 ; f �. t.,„,„,„ , _ MECHANICAL LEAD ELECTRICAL LEAD JONATHAN LOOSE, PE, LEED AP BRADLEY JOHANNSEN, PE, LEED AP valparaiso university I BS,Mechanical Engineering university of Iowa I BS,Electrical Engineering Jonathan offers a systems coordination viewpoint to the Bradley will work with Lonsdale throughout the design process. planning and implementation phases.He will develop and He ensures quality through all phases of construction and manage a detailed schedule of progress milestones and track guarantees uninterrupted service delivery for the life of the when critical decisions are necessary.Jonathan's leadership facility through efficient and reliable power systems. Bradley's promotes a balance of common sense engineering with effective experience in the public sector gives him a deep understanding space planning and potential costs. of the high level expectations of sustainable and seamless electrical systems. city of farmington I USDA office build-out city of farmington I Facility Assessment,USDA office build-out city of burnsville I Police and City Hall Renovation city of burnsville I Space Needs Assessment, Police and city of carver I New City Hall City Hall Renovation city of hopkins I City Hall Master Plan city of carver I New City Hall dakota county I Northern Service Center city of minneapolis I Emergency Operations Training Facility, Facility Emergency Generator ramsey county I New 911 Facility,911 Needs Assessment city of new ulm I City Hall Remodel,Public Utilities scott county I Courthouse Remodel,Government Center Remodel,Government Center Boiler Upgrades,Jail and LEC city of waseca I Federal Bureau of Prisons Facility Analysis,Jail and Annex Demolition Request for Proposal for Preliminary Design e'r Construction Cost Estimate 21 2 I PROJECT TEAM SUB-CONSULTANTS ANDERSON-JOHNSON ASSOCIATES CIVIL ENGINEERING & LANDSCAPE DESIGN office location I Minneapolis,MN size of organization I 5 employees primary contact I Dave Rey, PE Anderson-Johnson Associates has extensive experience in a variety of civil engineering activities for numerous public and private clients.Through Wold's long-standing association with Anderson-Johnson Associates,the company provides civil engineering,site work,and landscape architectural services for 90%of Wold's projects.Dave Rey has been practicing civil engineering in Minnesota since 1994.Dave is responsible for the development of construction documents, technical specifications,and construction administration. BKBM ENGINEERS STRUCTURAL ENGINEERING office location I Minneapolis,MN size of organization I 45 employees primary contact I Katie Russell, PE BKBM Engineers is a multi-discipline,professional engineering firm committed to excellence in design,on-schedule project completion,and exceeding customer expectations.Their expertise includes structural, civil, restoration,and industrial engineering,and have served on 95%of Wold's projects for structural engineering in the last 25 years. Katie Russell has extensive experience in structural design of reinforced concrete, post-tensioned concrete,structural steel,light-gauge steel, masonry,and wood structures. LOEFFLER CONSTRUCTION & CONSULTING COST ESTIMATING office location I Lakeville,MN size of organization 21 employees primary contact I Doug Loeffler,LEED AP Doug Loeffler leads and delivers our pre-construction and construction services.With over 25 years of commercial construction experience,Wold relies on him even when a CM is contractually responsible for cost estimating. Doug remains in our projects from start to finish,adding a crucial balance ensuring that creative design solutions remain within the client's budget. 22 Wold Architects and Engineers • CITY OF FARMINGTON FACILITY ASSESSMENT Wold Architects and Engineers was hired by the City of 1.0.000000,1/ Farmington to assess the condition of their building.The facilities evaluated included both fire stations,city hall,senior center, ice arena,pool,police station and maintenance facility totaling approximately 176,500 sq.ft. The goal of this project was to provide the City with a comprehensive evaluation of maintenance needs for each facility with priorities for reinvestment.This report provides the city with a tool to plan for future expansion. I Cost:N/A 3r. 5 r CITY OF WEST ST. PAUL / - ICE ARENA IMPROVEMENTS Wold Architect and Engineers along with Stevens Engineering dwas hired to assist the City of West St. Paul with design T. w 1MU 0' rs'' and implementation of much needed systems and program _�" I-+ _ A., improvements at their ice arena improvements included: i-i, , Refrigeration equipment replacement " "� � '�'"'' • Rink concrete and piping replacement = ; • Equipment room improvements ` '''". i • Restroom and locker room renovation Flooring and door replacements Cost$1.5 million 01110k,,,,.,.... / Request for Proposal for Preliminary Design&Construction Cost Estimate 23 --- . , -- CITY OF RICHFIELD • .. , .. , ICE ARENA I Wold Architects and Engineers have a long standing e SKATErelationship with the city of Richfield staring with the design i'PI I , and construction of their ice arena. Recently,Wold and Stevens 11) 'S , Engineering partnered to design improvements to the arena R . {. to update both sheets of ice by providing new refrigeration 11, equipment,concrete and refrigeration replacement,and code upgrades to the facility. Cost:$3.5 million I t ( +000 REDWOOD FALLS COMMUNITY CENTER NEW FACILITY . ._,: Our relationship with the City of Redwood Falls and the greater '" Redwood area spans the entire community,from their local "'""r , _ school district to their county and municipal governments. tfai �1 dill °'0 , °' j ;- ' This collaboration has allowed a variety of opportunities for #I Il� w ill E 1 .a fil ,,.,.,1.� the community to integrate services,share resources,and build . j facilities that are flexible across the needs of the Redwood area 4404asp ` residents. In 1991,the City was in need of a multipurpose recreational - ---- facility to serve the City and surrounding community.The School District also wished to expand their current phy.ed. ,; * iiir �s'�,ty ' . ..,»-- : spaces.Through a state grant,the two entities teamed,and the t .....1. '. ^y`� � Community Center was created.The new Community Center R •"-r ,,," ,.." is attached to the existing middle/high school,which was also -? "' ``` completed by Wold in 1991.The new 110,000 SF Community 1 — _ Center serves as a Sports Complex(4-station field house,track, + r ice arena,locker rooms,fitness rooms)and a Community -ill11.110011111iiiiimm Services Center(4 multi-use meeting rooms,drop-in child care, teen center). In 2017,Wold added on and renovated various spaces it° throughout the community center. Cost: $9 million 24 Wold Architects and Engineers i ; i i i I i I i i 'i i i i i i r r WORK PLAN • Wold's approach to every project is highly pragmatic. We believe that our first priority is to understand the objectives of the project by gaining consensus on the needs—both operational and aesthetic. Once the needs are established,we focus on developing a highly functional,forward-looking solution which addresses the staffing,functionality and aesthetic objectives. tasks: schematic design construction documents meetings • Focused Core Planning Group • Weekly coordination meeting with Availability to contractors to review meetings to define relationships and all disciplines to review issues and specific conditions in the field adjacencies details • Mandatory contractor pre- • Clearly define project scope • Confirm schedule hasn't changed installation conferences for critical graphically for all team members —establish issue and bid dates for components • Schematic Plans outlined* construction packages • Manage close-out process to ensure • Scope notations on plans • Code review submittal timely completion of all"loose-ends" • Single-line diagrams for Mechanical • Room-by-room coordination • Help coordinate commissioning and Electrical meeting prior to completion of CDs process to ensure design compliance • • Preliminary code review established • In-house Quality Control review by • Due date:September 2019 • Cost estimate based on$/SF* senior management before issuance* • • Schematic Design report published • Final cost estimates* post-occupancy • Due date:August 2018 • Owner review set published • Attend first day opening to assist (Construction Document booklet where helpful design development published)* • 11-month walk-through to review • Focused User Group meetings • Due date:December2018 warranty items to delineate specific functional • On-going availability to coordinate requirements bidding and resolve issues • Graphically represented in book • Timely coordination purchasing for • Due date:Unending format for distribution* proactive contact of potential bidders • Verbally represented in Meeting to generate interest *Design Deliverables Minutes* • Minimize addenda by proactively • Weekly coordination meeting to coordinating scope review potential conflicts • Assist in bid openings and contract • Development of finishes and design preparations as needed elements for Owner review* • Due date:January 2019 • Meet with city staff to review guidelines and implement construction administration operational systems • Develop outline specifications for Review submittal requirements, • schedule of values,and Owner county review and approval* Code review expectations with contractors • Cost estimate based on DD set* • Pro-active shop drawing review • Design Development report • On-site involvement to review • published compliance of critical construction Due date:Ocotber 2018 aspects—all sub-consultants • • Regular site visits with observation reports • Attendance at all construction 26 Wold Architects and Engineers WORK PLAN PROJECT SCHEDULE The Project Manager is responsible for managing the schedule. As the project progresses,the Project Manager will monitor Wold will accomplish this by first working to establish a the performance and input of all participants to assure that milestone schedule for the project.We will then develop a information is available and distributed as required and that detailed Outcome Based Agenda for all meetings that we feel are tasks are completed in a timely manner.The key to successful needed to accomplish that milestone schedule.You will find that schedule management,is the whole-hearted partnering of the we won't meet just because there is a regular meeting scheduled entire project team.Wold staff and consultants have teamed on on the calendar.We meet to make decisions and move projects numerous past projects and have a proven record of serving and forward.We will not conclude each meeting until the tasks on listening to clients and responding to their needs. the agenda are accomplished. 2018 2019 J JASOND J FMAMAM schematic design • Weekly Core Group meetings • Tours and trends discussion • Cost estimate design development • Bi-weekly Core Group meetings • Detailed input from user groups • Mechanical/electrical coordination • Technology/equipment review construction documents MIN • Weekly coordination meetings • Fine tune specifications to meet Bloomington Standards • Cost Estimate bidding • Solicit interest from contractors • Issue clarifying addenda construction • Weekly progress meetings • Issue clarifications • Substantial Completion 8/2019 Request for Proposal for Preliminary Design 6Construction Cost Estimate 27 i NCESSIONS CO , ..............„......,........ , . ...„,,,,,,,,„....,..„.„.„4„ ,,,,,....,;'`,414,-'4'''''* * ' - ,.';`'=4.,,,1T „..... ,... . .„ . ..„ ...... , -....s:;” ,,.,1 .a . ', .. .., W. '----- 41' ' ' ' ''''' 14 Ft- _, „ ..,,:,.. „,,, e-_,,,‘,...- -;,/,...7;. , .,. ..-:..:__,._,,,i- .7-::,.. rumor' ... 3. 7 CITY PARTICIPATION PARTICIPATORY PLANNING PROCESS FOR THE CITY OF FARMINGTON Li #Si fit I,� k � i F i z 1 1 . ,� m 1 tut a .W t , I. ...k ilia Lib ........ r.,, ... , 1 s` , t f\ mow, - _ .. j$ '11.11111 °`4 "^s participatory planning process The goal of the Wold team is to make the entire process of planning for public facilities predictable and enjoyable. Our approach to needs assessment includes a process for engaging the users and supervisors in an interactive process that produces a high level of ownership of the final solution. Preliminary and validation meetings assure that all needs are accurately defined and any policy issues are identified early on.The final document is crucial to the success of the facility design. The final outcome of this phase will be a one-of-a-kind solution for the City of Farmington and the greater community. Our user-specific product is a cut above traditional programming documents that often simply produce room data sheets. Our space needs studies are structured as"dialogue documents"illustrating the interface between organizational structures and the resulting space implications.The documents are clearly written and highlight the decision making criteria and process used to identify the key design issues.These provide a clear method for delivery of new facilities. this process answers these fundamental questions: • How big should the spaces be? • How much future expansion should be anticipated and when will it be needed? • How much future expansion should be built-in versus added later? • What are your goals for sustainability? • How will emerging technology impact infrastructure needs? • How will emerging management structures impact space needs? • How much should be budgeted for today?For tomorrow? 30 Wold Architects and Engineers PARTICIPATORY PLANNING PROCESS FOR THE CITY OF FARMINGTON 41.111"111411441111111414141114. SCHOOL DISTRICT /, C.** MAINTENANCE jA // CITY CORE m COUNCIL 4 PLANNING GROUP 7:7 ICE ARENA STAFF CITY ADMINISTRATION HOCKEY ASSC. & BOOSTERS The Wold team believes that successful recommendation to the City Council our unified planning & design facilities are those that include a great deal for approval.Among the issues that the approach ensures input from all of participation that engages building Core Planning Group will decide when stakeholders users,staff,and the community.Wold presented recommendations by the Wold We meet with your stakeholders,on their has developed a"Participatory Planning team: schedules,to determine needs and desires Process"to make this planning and • Project objectives for each individual space being planned, programming effort come to life. • Needs list from room organization and orientation, • Functional options down to the smallest details,like storage Since the average lifespan of any public types,electrical outlet placement and facility in America is 40-50 years,serious guidelines for a successful door hardware.This input is clearly planning efforts must seek to anticipate participatory planning process documented and distributed to all future growth and changes in how you • Core Planning Group requests participants,then directly transmitted to deliver services.We bring our broad information from input givers;input the Core Planning Group's review experience in municipal design to you and givers'role is for input,not consensus will assist you in assessing future growth decision We will continue to ask questions by analyzing present and anticipated • The more efficient the Core Planning to understand the functional and management goals,researching local Group,the faster the project can operational relationships of all of the demographics and assessing trends. develop City's departments.Working with the • We understand the importance of Core Planning Group,we will use core planning group giving your departmental staff a voice this information to find the optimum The Core Planning Group consists of in solutions while still maintaining organization of departments through all key decision makers who would work the overall objectives and budget of phases of the study. to evaluate design options using criteria the project established by the group,prior to Requestfor Proposal for Preliminary Design&Construction Cost Estimate 31 WHY WO LD? We greatly appreciate the opportunity to present our firm,our our approach considers the big picture beliefs,and our process for your consideration. We understand how decisions you make now may limit future opportunities to adapt and change.Our process focuses on everything we do focuses on listening to you to asking questions not just for today,but for the future. achieve your long-term goals We have no preconceived agenda for what we think your project We work with dozens of public sector clients to give you greater should be.We believe our job is to ask the right questions to insight on how others are handling similar situations and to understand all of your needs,and bring innovative solutions to inform your decision making process. solve those challenges. our focus on building relationships gives us a No other firm has as many tools and processes focused different motivation specifically on gaining feedback and input to guarantee your When we develop a new relationship,we expect it to last for involvement and ownership at every stage of the process. many years to come.With this in mind,we take a more cautious approach in considering the implications of every step we take Our services are not limited to a set number of meetings and its impact on your community and future stake holders. or hours for a given phase or task.They are full service and inclusive of anything necessary to make the project a successful We don't disappear when the project is over.We intend to be experience for you. around long after the project is over to help with any on-going issues,future planning initiatives,or facility questions—whatever you might need. WE ARE EXCITED ABOUT THIS OPPORTUNITY. OUR GOAL IS FOR YOU TO BE SUCCESSFUL! 32 Wold Architects and Engineers IST- 13 REQUEST FOR PROPOSALS (RFP) City of Farmington Schmitz-Maki Ice Arena (Arena)Improvements Preliminary Design and Construction Cost Estimates May 10,2018 Disclaimer: This RFP does not obligate the city to award a contract or complete the project. The city reserves the right to cancel the solicitation if it is considered to be in its best interest. All expenses incurred in responding to this request, including RFP preparation and interview attendance, will be borne by the responder. Project Specific Information Scope of Service The city of Farmington is hereby soliciting proposals from consultants for developing preliminary design and construction cost estimates for the following Arena improvements: • Design of ice resurfacer room relocation including building housing around the space it will be relocated in, creating an opening in an exterior concrete wall to allow the resurfacer to move between the interior and exterior areas of the arena, new electrical/lighting, HVAC system and new plumbing in the space where the resurfacer is planned to be relocated while meeting all building code requirements • Design of space where the resurfacer is currently located as a concession area including all electrical,plumbing, HVAC system, fixtures, and furniture resulting in the concession space meeting all Minnesota Department of Health requirements for concessions and all building code requirements • Design of two new dedicated high school locker rooms addition to the east of the building that connects the space to the existing arena building including all plumbing for toilets, sinks and showers, electrical, lighting, HVAC system to meet all building code requirements • Assess and determine a solution to repairing an existing team room exterior wall that has an issue with moisture, which is causing the concrete block to deteriorate • Bring the Arena into compliance with the American's with Disabilities Act requirements While the scope of service identifies what the city desires to have addressed during the preliminary design process, it is important to note that as the city and the consultant hired move through the preliminary design phase,there may be other items needing to be addressed as part of this process. Project Goal It is the goal of this project to obtain professional services that will enable the preliminary design and construction cost estimates to be efficiently and competently completed at a high quality level, so they may be used in conjunction with preparing final design and bid documents should these Arena projects be funded for construction. Qualifications Respondents must be knowledgeable about arena design and circulation and have experience in estimating costs associated with improvements similar to what was described in the project overview. - 1 - Background The existing Arena was constructed in 1975 and opened in 1976 for use. Since 2010, the Arena has received improvements including: • Ice plant replacement in 2010 from a direct Freon system to an indirect ammonia system • Piping and concrete replacement in 2010 • Dasher boards and glass replacement in 2010 • New dehumidification system installed in 2012 • New electrical ice resurfacer purchased and put into use in 2016 These improvements were important for the Arena to continue to function and provide quality indoor ice to the community. In 2017, a city facility analysis study was completed by Wold Architects and Engineers(WAE), which assessed the current condition of city buildings in order to determine priorities for maintenance and improvements to be completed. One of the buildings reviewed during the analysis was the Arena. A copy of the Arena report is included with this RFP. Scope of Services Preliminary Improvements Design and Construction Cost Estimates 1. Site visit to review and document existing building conditions. Available building drawings will be obtained, and dimensions and photographs will be taken to verify accuracy of the existing information. 2. Review project program and requirements with the city staff to confinn the scope of the project. Discuss project design goals and confirm general design criteria and operational needs. 3. Prepare narrative descriptions of proposed improvement options. 4. Prepare preliminary construction cost estimates for all proposed work. 5. Meet with city staff to present the preliminary drawings and construction cost estimates. 6. Attend City Council work session and/or meeting to present the preliminary design and construction cost estimates. Proposal Content The following will be considered minimum contents of the proposal and must be submitted in the order listed: 1. Title Page/Cover Letter — RFP title, company name, business address, the contact person's name,telephone and fax number, e-mail address 2. Table of Contents—identification of the proposal material by section and page number 3. Project Overview- a statement of the objectives, goals, and tasks to show or demonstrate the responder's understanding of the RFP. -2 - 4. Deliverables - a description of the deliverables to be provided by the responder 5. Consultant Profile - an outline of the responder's background and experience with examples of similar work done by the responder and a list of personnel who will conduct the project, detailing their training and work experience. No change in personnel assigned to the project will be permitted without the written approval of the Parks and Recreation Director. 6. Work Plan - a detailed work plan and timeline that will identify the major tasks to be accomplished and be used as a scheduling and managing tool, as well as the basis for invoicing 7. City Participation - identification of the level of the city staff's participation in the contract, as well as any other services to be provided by the city, and details of cost allowances for this participation 8. Cost Proposal - provide one copy of the cost proposal in a separately sealed envelope clearly marked on the outside "Cost Proposal" along with the firm's name. For purposes of completing the cost proposal, the city does not make regular payments based upon the passage of time; it only pays for services performed or work delivered after it is accomplished. Terms of the proposal as stated must be valid for the length of the project. The proposal shall include a breakdown of the personnel hours and associated rates showing how the total cost was derived. Proposal Evaluation All responses received by the deadline will be evaluated by city staff. In addition, an interview may be part of the evaluation process. A 100-point scale will be used to create the final evaluation recommendation. The factors and weighting on which proposals will be judged are: 1. Work plan including project schedule 25% 2. Qualifications/experience of personnel working on the project 30% 3. Expressed understanding of project objectives 20% 4. Cost detail 25% Firms will be ranked by a selection committee. Proposals will be evaluated on a best value as [75] percent work plan, qualifications, project understanding and [25] percent on cost considerations. The cost proposal will not be opened by the review committee until after the qualifications points are awarded. The respondent evaluated by the selection committee to be the best qualified to perform the work, with the consideration of cost, compatibility and other performance factors, will be recommended to the City Council for award of contract. Interviews will only be held before making a final consultant selection if proposal evaluations for two or more candidates' submittals are equal. The city of Farmington would only interview the candidates whose proposal evaluations received the highest scores. It is anticipated that the project will begin as soon as a consultant is selected and the contract executed. - 3 - It is anticipated that the following time line will be followed for the RFP process: RFP mailed on May 10, 2018 Proposals due on or before 11:00 a.m. June 1, 2018 Proposals reviewed by city staff during the dates of June 4-6 Interviews (if needed) will occur on June 8, 2018 Recommendation to award contract will be submitted to City Council at its June 18, 2018 meeting Contracts executed on or before June 29, 2018 Proposal Submittal All proposals must be sent to: Randy Distad Parks and Recreation Director 430 Third Street Farmington, MN 55024 rdistad a(�farmingtommn.gov All proposals must be received on or before 11:00 a.m., Friday, June 1, 2018 as indicated by the time stamp made by the city of Farmington staff Please submit five (5) copies of your proposal. Proposals are to be sealed in mailing envelopes or packages with the responder's name and address written on the outside. Each copy of the proposal must be signed in ink by an authorized member of the firm. Proposal Questions Prospective responders who have any questions regarding this RFP must submit questions by e-mail to Randy Distad at rdistad@farmingtonmn.gov All questions and answers will be e-mailed to all recipients of this RFP. Deadline to submit questions regarding this RFP will be May 23, 2018, no later than 2:00 p.m. The city of Farmington anticipates providing answers to such questions by May 25, 2018, no later than 2:00 p.m. Upon receipt of this RFP, each prospective responder is required to e-mail contact information to Randy Distad for the primary recipient of any proposal questions and answers. -4 - PROPOSED COST FOR PROFESSIONAL SERVICES SUBMITTAL FORM Item Cost Preparation of Preliminary Drawings Preparation of Construction Cost Estimates Meetings i.e. materials, copying and mileage Total Cost The city will open, review and score the proposals submitted. The city will contact by email all proposers informing them of the outcome of the RPF process. In submitting this proposal, it is understood that the city retains the right to reject any and all proposals and to waive irregularities and informalities therein and to award the contract to the best interests of the city. It is understood that proposals may not be withdrawn for a period of 60 days after the date and time set for the opening of proposals. Submitted by: Circle One (a Corporation) Company (an Individual) (a Partnership) By Title Address City, State,Zip Code Telephone Email Address - 5 - 4i104, City of Farmington z\ff 430 Third Street Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 'r.A POW. www.c i.farmingto n.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Randy Distad, Parks and Recreation Director SUBJECT: Award Contract for City Hall Office Renovation Project for USDA Lease Space DATE: June 18, 2018 INTRODUCTION The City Council approved plans and specifications and authorized the advertisement for bids for the City Hall Office Renovation Project (project)at its May 7, 2018 meeting for the build out of space on the second floor of City Hall that the United States Department of Agriculture (USDA)will be leasing from the city. DISCUSSION The bidding process for the project is complete. A sealed bid opening occurred at 11:00 a.m. on June 13, 2018. Exhibit A, which is attached, shows the tabulation of the bids submitted for the project. There were five bids submitted for the project. The construction estimate for the project was $150,000.00. Parkos Construction, Inc. was the lowest responsible bidder for the project in the amount of$134,600.00. BUDGET IMPACT The project costs will be covered by the General Fund reserve that was not spent during the 2017 budget. ACTION REQUESTED The City Council is being asked to adopt the attached resolution accepting the low bid from Parkos Construction, Inc. in the amount of$134,600.00 and awarding the project to Parkos Construction, Inc. ATTACHMENTS: Type Description D Exhibit Exhibit A Bid Tab D Resolution Award of Contract zc@0N- c o228y3 p Cil L < . c o , oi or mE3fte _ E em <- < I ] / 2 @ 0 o $ ) / E / 3 »% \ f § k » "0666 LA \ \ � - E g \ I n CD q 0 q CD R o 03 0 0 0 N- 0 co 0 ° CO a CV @ LO c / Nr. CO J \ G \ � g / § \ 1- <- - ƒ p ¥ c \ k k X k \ E EJ ° c I / 3 / E e E cZ C q CN 0.1 15 Jf 2 _ d cr\ \ cnm 7.3 ,0c--..... OP \\ / � ^ 0 § CO v- k%!) \§ 2MIMI CI) m 1;':;L c ! $!:1 § §7§2k 42 /7 §u/ //®// /_ RESOLUTION NO. R23-1 8 AWARD CONTRACT FOR CITY HALL OFFICE RENOVATION PROJECT Pursuant to due call and notice thereof, a regular meeting of the City Council of the city of Farmington, Minnesota, was held in the Council Chambers of said city on the 18th day of June, 2018 at 7:00 p.m. Members Present: Larson, Bernhj elm, Craig Members Absent: Bartholomay, Donnelly Member Bernhj elm and Member Craig introduced and seconded the following: WHEREAS, pursuant to an advertisement for bids for the City Hall Office Renovation Project bids were received opened and tabulated according to law; and, WHEREAS, five bids were received complying with the advertisement from firms determined to be responsible and competent for the Project; and, WHEREAS, the firm of Parkos Construction, Inc. is the lowest responsible bidder. NOW THEREFORE BE IT RESOLVED that the bid from Parkos Construction, Inc in the amount of $134,600.00 is hereby accepted and awarded and the Mayor and Clerk are hereby authorized and directed to enter into a contract therefore. This resolution adopted by recorded vote of the Farmington City Council in open session on the 18th day of June, 2018. .rte --- _ Mayor Attested to the / ��day of June, 2018 0.„,: G 4 City Administrator SEAL AGREEMENT AGREEMENT made this /c7" day of r, , 2018, between the CITY OF FARMINGTON, a Minnesota municipal corporation ("City"), and PARKOS CONSTRUCTION,INC.,a Minnesota corporation("Contractor"). IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS HEREIN CONTAINED,THE PARTIES AGREE AS FOLLOWS: 1. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents", all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein: A. This Agreement B. Project Plans and Specifications C. Contractor's Proposal In the event of conflict among the provisions of the Contract Documents, the order in which they are listed above shall control in resolving any such conflicts with Contract Document "A" having the first priority and Contract Document"C"having the last priority. 2. OBLIGATIONS OF THE CONTRACTOR. The Contractor shall provide the goods, services, and perform the work in accordance with the Contract Documents. 3. OBLIGATIONS OF THE CITY. The City shall pay the Contractor in accordance with the bid. 4. SOFTWARE LICENSE. If the equipment provided by the Contractor pursuant to this Contract contains software, including that which the manufacturer may have embedded into the hardware as an integral part of the equipment, the Contractor shall pay all software licensing fees. The Contractor shall also pay for all software updating fees for a period of one year following cutover. The Contractor shall have no obligation to pay for such fees thereafter. Nothing in the software license or licensing agreement shall obligate the City to pay any additional fees as a condition for continuing to use the software. 5. ASSIGNMENT. Neither party may assign, sublet, or transfer any interest or obligation in this Contract without the prior written consent of the other party, and then only upon such terms and conditions as both parties may agree to and set forth in writing. 6. TIME OF PERFORMANCE. The Contractor shall substantially complete its obligations on or before September 17, 2018. 7. PAYMENT. a. When the obligations of the Contractor have been fulfilled, inspected, and accepted, the City shall pay the Contractor$134,600.00. Such payment shall be made not later than thirty(30) days after completion, certification thereof, and invoicing by the Contractor. b. No final payment shall be made under this Contract until Contractor has satisfactorily established compliance with the provisions of Minn. Stat. Section 290.92. A certificate of the commissioner shall satisfy this requirement with respect to the Contractor or any subcontractor. 8. EXTRA SERVICES. No claim will be honored for compensation for extra services or beyond the scope of this Agreement or the not-to-exceed price for the services identified in the proposal without written submittal by the Contractor, and approval of an amendment by the City, with specific estimates of type, time, and maximum costs, prior to commencement of the work. 9. PROMPT PAYMENT TO SUBCONTRACTORS. Pursuant to Minnesota Statute 471.25, Subdivision 4a, the Contractor must pay any subcontractor within ten (10) days of the Contractor's receipt of payment from the City for undisputed services provided by the subcontractor. The Contractor must pay interest of one and one-half percent (11/2 %) per month or any part of a month to subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of$100.00 or more is $10.00. For an unpaid balance of less than $100.00, the Contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 10. PERFORMANCE AND LABOR AND MATERIAL PAYMENT BOND. The Contractor shall be required to provide a Perfoinnance Bond and Labor and Material Payment Bond to the City each in the amount of the contract price prior to the project commencing. 11. WORKER'S COMPENSATION. If Contractor does public work, the Contractor shall obtain and maintain for the duration of this Contract, statutory Worker's Compensation Insurance and Employer's Liability Insurance as required under the laws of the State of Minnesota. 12. COMPREHENSIVE GENERAL LIABILITY. Contractor shall obtain the following minimum insurance coverage and maintain it at all times throughout the life of the Contract,with the City included as an additional name insured by endorsement: Bodily Injury: $2,000,000 each occurrence $2,000,000 aggregate,products and completed operations Property Damage: $2,000,000 each occurrence $2,000,000 aggregate 2 Products and Completed Operations Insurance shall be maintained for a minimum period of three (3) years after final payment and Contractor shall continue to provide evidence of such coverage to City on an annual basis during the aforementioned period; or if any reason Contractor's work ceases before final payment, for a minimum period of three(3)years from the date Contractor ceases work. Property Damage Liability Insurance shall include coverage for the following hazards: X (Explosion) C (Collapse) U (Underground) Contractual Liability(identifying the contract): Bodily Injury: $2,000,000 each occurrence Property Damage: $2,000,000 each occurrence $2,000,000 aggregate Personal Injury, with Employment Exclusion deleted: $2,000,000 aggregate Comprehensive Automobile Liability(owned,non-owned,hired): Bodily Injury: $2,000,000 each occurrence $2,000,000 each accident Property Damage: $2,000,000 each occurrence 13. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Contractor must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all data provided by the City pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, maintained, or disseminated by Contractor pursuant to this Agreement. Contractor is subject to all the provisions of the Minnesota Government Data Practices Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government entity. In the event Contractor receives a request to release data, Contractor must immediately notify City. City will give Contractor instructions concerning the release of the data to the requesting party before the data is released. Contractor agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from Contractor's officers', agents', city's, partners', employees', volunteers', assignees' or subcontractors' unlawful disclosure and/or use of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. 14. RECORDS. Contractor shall maintain complete and accurate records of expenses involved in the performance of services. 3 15. WARRANTY. The Contractor guarantees that all new equipment warranties as specified within the bid shall be in full force and transferred to the City upon payment by the City. The Contractor shall be held responsible for any and all defects in workmanship, materials, and equipment which may develop in any part of the contracted service, and upon proper notification by the City shall immediately replace, without cost to the City, any such faulty part or parts and damage done by reason of the same in accordance with the bid specifications. The Contractor further warrants to the City that all goods and services furnished under the Contract will be in conformance with Contract Documents and that the goods are of merchantable quality and are fit for the use for which they are sold. This warranty is in addition to any manufacturer's standard warranty, and any warranty provided by law. 16. NONDISCRIMINATION. All Contractors and subcontractors employed shall comply with all applicable provisions of all federal, state and municipal laws which prohibit discrimination in employment to members of a protected class and all rules and regulations, promulgated and adopted pursuant thereto. The Contractor will include a similar provision in all subcontracts entered into for the performance of this contract. 17. INDEMNITY. The Contractor agrees to defend,hold harmless, and indemnify the City, its officers, agents, and employees, for and against any and all claims, demands, actions, or causes of action, of whatever nature or character, arising from the Consultant's performance of work or services provided for herein. The Contractor shall take all reasonable precautions for the safety of all its employees on the site and shall provide reasonable protection to prevent damage or loss to the property on the site or properties adjacent thereto and to work, materials and equipment under the Contractor's control. 18. WAIVER. In the particular event that either party shall at any time or times waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or any succeeding breach of this Contract by either party, whether of the same or any other covenant, condition, or obligation. 19. GOVERNING LAW. The laws of the State of Minnesota govern the interpretation of this Contract. 20. SEVERABILITY. If any provision, term, or condition of this Contract is found to be or become unenforceable or invalid, it shall not effect the remaining provisions, terms, and conditions of this Contract, unless such invalid or unenforceable provision, term, or condition renders this Contract impossible to perform. Such remaining terms and conditions of the Contract shall continue in full force and effect and shall continue to operate as the parties' entire contract. 21. ENTIRE AGREEMENT. This Contract represents the entire agreement of the parties and is a final, complete, and all inclusive statement of the terms thereof, and supersedes and terminates any prior agreement(s), understandings, or written or verbal representations made between the parties with respect thereto. 22. TERMINATION. This Agreement may be terminated by the City for any reason or for convenience upon written notice to the Contractor. In the event of termination, the City 4 shall be obligated to the Contractor for payment of amounts due and owing for materials provided or for services performed or furnished to the date and time of termination. Dated: z/,e� ,u , 2018. CITY OF FARMINGTON By, Todd Larson,Mayor By: "'.�---^ avid McKni Ci Iministrator Dated: ip , 2018 CON ° .CTO°: PARKO v � V 12 ,INC. / I By: /l. { r V Its: / 5 AIA Document A101" -- 2007 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the Twenty-Fifth day of May in the year Two Thousand Eighteen ADDITIONS AND DELETIONS: (In words, indicate day, month and year.) The author of this document has added information needed for its BETWEEN the Owner: completion.The author may also (Name, legal status, address and other information) have revised the text of the original AIA standard form.An Additions and City of Farmington Deletions Report that notes added 430 Third Street information as well as revisions to Farmington,Minnesota 55024 the standard form text is available from the author and should be reviewed.A vertical line in the left and the Contractor: • margin of this document indicates (Name, legal status, address and other information) where the author has added necessary information and where the author has added to or deleted Parkas Construction from the original AIA text. 1010 Robert Street South St.Paul,Minnesota 551 18 This document has important legal consequences.Consultation with an attorney is encouraged with respect for the following Project: to its completion or modification. (Nance, location and detailed description) AIA Document A201T61-2007, General Conditions of the Contract 20I 8 City Hall Office Renovations for Construction,is adopted in this City of Farmington document by reference.Do not use 430 Third Street with other general conditions unless Farmington,Minnesota 55024 this document is modified, The Architect: (Name, legal status, address and other information) Wold Architects and Engineers 332 Minnesota Street,Suite W2000 Saint Paul,Minnesota 55101 Telephone Number:651-227-7773 Fax Number:651-223-5646 The Owner and Contractor agree as follows. AIA Document A101 T'^-2007.Copyright©1915,1918,1925,1937,1951,1958.1961,1963.1967,1974,1977,1987,1991,1997 and 2007 by The American Init. Institute of Architects.Ali rights reserved.WARNING:This AIA*)Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14.54 54 on 06/15/2018 under Order No 7611454814 which expires on 01/09/2019.and is not for resale_ User Notes: (3B9ADA22) TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 10 INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement,Conditions of the Contract(General,Supplementary and other Conditions),Drawings,Specifications,Addenda issued prior to execution of this Agreement,other documents listed in this Agreement and Modifications issued after execution of this Agreement,all of which form the Contract,and are as fully a part of the Contract as if attached to this Agreement or repeated herein.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements,either written or oral.An enumeration of the Contract Documents,other than a Modification,appears in Article 9. • ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents,except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION §3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the dale of commencement it'll differs.ri'ont the dale of this Agreement or, if applicable,state that the dale will he fixed in a notice to proceed.) (Paragraph Deleted) §3.2 The Contract Time shall be measured from the date of commencement. §3.3 The Contractor shall achieve Substantial Completion of the entire Work or as follows: (Insert number of calendar days..tllernaiivelr, a calendar dale may he used when coordinated with the date of commencement. If appropriate, insert requirements for earlier Suh.stornial C'omplelion of c•el-lain portions of the Work) September 17,201 8 Init. AIA Document A101'M—2007.Copyright©1915,1918 1925,1937,1951.1958.1961.1963,1967,1974,1977,1987.1991.1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA"Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 2 reproduction or distribution of this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the is maximum extent possible under the law.This document was produced by AIA software at 1454 54 on 06/15/2018 under Order No,7611454814 which expires on 01/09/2019,and is not for resale. User Notes: (3B9ADA22) Portion of Work Substantial Completion Date • ,subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, limo),for liquidated damages relating to failure to achieve Substantial Completion on time or/or bonus paynten/sfbr early completion of the Work.) ARTICLE 4 CONTRACT SUM §4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract.The Contract Sum shall be One Hundred Thirty-Four Thousand,Six Hundred Dollars and Zero Cents($ 134,600.00),subject to additions and deductions as provided in the Contract Documents. §4.2 The Contract Sum is based upon the following alternates, if any,which are described in the Contract Documents and are hereby accepted by the Owner: (Stale the numbers or other identification of accepted alternates,if the bidding or proposal documents permit the Uuwter to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount,fbr each and the date when that amount expires.) §4.3 Unit prices,if any: (Identify and state the unit price;slate quantity limitations, if any, to tt'lrich the unit price will be applicable.) Item Units and Limitations Price Per Unit($0.00) §4.4 Allowances included in the Contract Sum,if any: (Identify allowance and stale exclusions, if any,from the allowance price.) Item Price ARTICLE 5 PAYMENTS §5.1 PROGRESS PAYMENTS §5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect,the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. §5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the 25th day of the month,or as follows: §5.1.3 Provided that an Application for Payment is received by the Architect not later than the 1st day ofa month, the Owner shall make payment of the certified amount to the Contractor not later than the 30th day of the month following the tine hi Whin Applica-tio`l5 fa-ROM-Oft-18 reoeived:`/fan Application for-Porn-cm-is tete ivctl'by the — Architect after the application date fixed above,payment shall be made by the Owner not later than thirty (30 I days after the Architect receives the Application for Payment. (Federal. or local/rat's lnati requite payment within a certain period of'ti ne.) §5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents.The schedule of values shall allocate the entire Contract Sum amontt the various portions of the Work.The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require.This schedule,unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's Applications for Payment. Init. AIA Document A101 T'"-2007.Copyright 01915,1918,1925,1937,1951,1958,1961.1963.196i.1974 m ,1977,1987,1991,1997 and 2007 by The Aerican Institute of Architects.All rights reserved,WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties,Unauthorized 3 reproduction or distribution of this AIA"'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the i. maximum extent possible under the law.This document was produced by AIA software at 14 5454 on 06/15/2018 under Order No 7611454814 which expires on 01/09/2019,and is not for resale User Notes: (3B9ADA22) §5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. §5.1.6 Subject to other provisions of the Contract Documents,the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values,less retainage of five percent(5 %). Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201T"-2007,General Conditions of the Contract for Construction; ,2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction(or, if approved in advance by the Owner,suitably stored off the site at a location agreed upon in writing),less retainage of five percent(5 %); .3 Subtract the aggregate of,previous payments made by the Owner; and .4 Subtract amounts, if any,for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. §5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances: .1 Add,upon Substantial Completion of the Work,a sum sufficient to increase the total payments to the full amount of the Contract Sum,less such amounts as the Architect shall determine for incomplete Work,retainage applicable to such work and unsettled claims;and (Section 9.8.5 of.1IA Document.4201-20177 requires release of applicable retainage upon Substantial Completion of Work with consent of surely, if any) .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201-2007, §5.1.8 Reduction or limitation of retainage,if any,shall be as follows: (If it is intended,prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting fr•ona the percentages inserted in Sections 5.1.6.1 and 5.1,6.2 above. and this is not explained elsewhere in the Contract Docitnuenis. insert here provisions for such reduction or limitation.) N/A §5.1.9 Except with the Owner's prior approval,the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. §5.2 FINAL PAYMENT §5.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2,2 of AlA Document A201-2007,and to satisfy other requirements, if any,which extend beyond final payment;and .2 a final Certificate for Payment has been issued by the Architect. §5.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days alter the issuance of the Architect's final Certificate for Payment: • ARTICLE 6 DISPUTE RESOLUTION §6.1 INITIAL DECISION MAKER The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of'AI A Document A201-2007.unless the parties appoint below another individual,not a party to this Agreement.to serve as Initial Decision Maker. AIA Document A101"—2007.Copyright©1915,1918,1925,1937,1951,1958,1961 1963 1967.1974,1977,1987.1991,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 4 reproduction or distribution of this AIM'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 14 54 54 on 06/15/2018 under Order No 7611454814 which expires on 01/09/2019,and is not for resale User Notes: (3B9ADA22) (!f the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) §6.2 BINDING DISPUTE RESOLUTION For any Claim,the method of binding dispute resolution shall be as follows: (Check the appropriate box. ',fate Owner and Contractor do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction) IX] Arbitration pursuant to Section 15.4 of AiA Document A201-2007 [ ] Litigation in a court of competent jurisdiction if demanded by Owner. [ ] Other(Spec) ARTICLE 7 TERMINATION OR SUSPENSION §7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AiA Document A201-2007. §7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007. ARTICLE 8 MISCELLANEOUS PROVISIONS §8.1 Where reference is made in this Agreement to a provision of AIA Document A201-2007 or another Contract Document,the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. §8.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below,or in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) 1 1/2 %per month(MN Statutue 471.425) §8.3 The Owner's representative: (Name. address and other it formation) Randy Distad • City of Farmington • _ _ 430-Third-Street - --- Farmington, Minnesota 55024 §8.4 The Contractor's representative: (Name, address and other imlormation) Chad Parkos Inst. AIA Document A101 T.-2007.Copyright©1915,1918,1925,1937,1951.1958,1961,1963.1967,1974,1977,1987,1991,1997 and 2007 by The American Institute of Architects.Ali rights reserved.WARNING:This AIA"Document is protected by U.S,Copyright Law and Interrlational,7reaties:Unauthorized 5 reproduction or distribution of this AIA"Document,or any portion of it,may result in severe civil and criminal penalties;ind.will be preeedi tad to the maximum extent possible under the law,This document was produced by AIA software al 14:54:54 on 06/15/2018 under Order No,7611454614 which expires on 01/09/2019.and is not for resale User Notes: (389ADA22) Parkos Construction 1010 Robert Street South St. Paul,Minnesota 55118 (Paragraph Deleted) §8.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. (Paragraph Deleted) §8.6 Other provisions: ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS §9.1 The Contract Documents,except for Modifications issued after execution of this Agreement,are enumerated in the sections below. §9.11 The Agreement is this executed AIA Document A101-2007,Standard Form of Agreement Between Owner and Contractor. §9.1.2 The General Conditions are AIA Document A201-2007,General Conditions of the Contract for Construction. §9.1.3 The Supplementary and other Conditions of the Contract:N/A Document Title Date Pages N/A §9.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) As listed in the Project Manual Table of Contents (Table Deleted) §9.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) As listed on teh Drawing Cover Sheet (Table Deleted) §9.1.6 The Addenda, if any: Number Date Pages 1 May 31,2018 1 2 June 6,2018 1 • AIA Document A101 TM—2007.Copyright O 1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991.1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 6 reproduction or distribution of this AIA*Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the t. maximum extent possible under the law.This document was produced by AIA software at 14:54:54 on 06/15/2018 under Order No 7611454814 which expires on 01/09/2019,and is not for resale. User Notes: (3139ADA22) Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. (Paragraphs Deleted) (List here any additional documents that are intended to form part of the Contract Documents.AIA Document A201-2007 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders,sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) ARTICLE 10 INSURANCE AND BONDS The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article II of AIA Document A201-2007. (State bonding requirements, if any,and limits of liability for insurance required in Article 11 ofAIA Document A201-2007) , (Table Deleted) This Agreement entered into as of the ay and year first written above. OWNER(Sig/nature) CONTRACTOR(Signature) `! (Printed name and title) (Printed name and title) • AIA Document A101",—2007.Copyright©1915,1918,1925,1937,1951,1958,1961.1963,1967,1974,1977 1987,1991,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 7 reproduction or distribution of this AIA,Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software al 14:54:54 on 06/15/2018 under Order No 7611454814 which expires on 01/09/2019,and is not for resale. User Notes: (309ADA22) oaIARH City of Farmington Itt• -rm 430 Third Street Cat Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 pactor. www.c i.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Matt Decur, Assistant City Engineer SUBJECT: Westview Street and Utility Improvement Project Professional Services Contract DATE: June 18, 2018 INTRODUCTION The City of Farmington Capital Improvement Plan identifies the Westview Street and Utility Improvement Project for construction in 2019. The project will include reconstruction of the sanitary sewer, watermain, strorm sewer, and streets in the Westview neighborhood, located east of Denmark Avenue (CSAH 31), west of First Street, north of 220th Street(CSAH 74), and south of Boeckman Middle School. With the number of capital projects in the next two years, engineering consulting assistance will be needed for this project. DISCUSSION A request for proposals (RFP) was prepared for engineering services related to survey, preparation of the feasibility study, design and construction administration for the Westview Street and Utility Improvement Project. The RFP was provided to four local engineering firms who have experience with street and utility reconstruction in or near the City of Farmington. All four consultants submitted proposals by the May 31, 2018, deadline. State statute does not require professional services to be awarded to the lowest cost provider. The city council can determine the best value and award the contract accordingly. A committee made up of the PWD/City Engineer, Assistant City Engineer, Public Works Coordinator, Municipal Services Director and Maintenance Superintendent reviewed and rated the proposals based on pre-established criteria to determine the best value. The criteria included the understanding of the objectives of the project, work plan, knowledge base of both the firm and staff assigned to the project and proposed hours and fees. The attached table shows the criteria and rating of the committee. This engineering contract will be set up on an hourly, not to exceed basis. Therefore, the best value of service to the city is the consultant whom can deliver a quality project, efficiently and at the lowest hourly rate. To determine the best value, city staff has dissected the proposal in reviewing the hourly rates, number of hours dedicated to the project tasks, and the assumptions made within each the proposals. Each firm prepared estimates as to the amount of time needed to complete the elements within the RFP. That being said, the work requested is fairly standardized and will require each consultant to spend a similar amount of time to complete each task. Staff focused more on the competency of the individual completing the tasks and the associated hourly rates. The hours dedicated to specific tasks differs significantly between the proposals. The WSB and Stantec proposals had lower overall cost, but they also had 50-70% of time dedicated to the project. Bolton and Menk and S EH dedicated hours that are more commensurate with projects of this size and scope. The low hours dedicated to the project in the WSB and Stantec proposals is a concern for reduced service levels or potential change orders. The scoring for the proposals was very close, but Bolton and Menk has a more experienced team with the lowest average hourly rate. Staff feels there is opportunity to refine the scope of service equating to a more cost effective contract. In addition, Bolton and Menk will be completing construction observation for projects in Empire Township at the same time therefore a cost savings can be relized with combined inspection services. Staff therefore recommends Bolton and Menk for the 2019 Westview Acres Reconstruction Project based on the scoring criteria for the proposals. The final scope of service will be refined and incorporated into the contract along with a reduced contract amount. The contract for engineering services is hourly with a not to exceed cap. Monthly invoices/statements from the engineer will be required to detail staff working on the project, the number of hours spent and a summary of the contract total. Staff compares this information to our project management records. BUDGET IMPACT The funding to initiate this project is available in the Street Maintenance Fund. The CIP estimate for this project is $2,653,000; $442,000 of this was identified for engineering, admin, and legal. Final contract amounts will be negotiated by staff and the consultant prior to signing of the contract by both parties. ACTION REQUESTED Authorize the Mayor and City Administrator to execute the city's standard contract for professional services related to the Westview Street and Utility Improvement Project. ATTACHMENTS: Type Description D Backup Material Proposal Scoring D Backup Material Summary of Hours and Fees D Contract Contract for Professional Services ❑ Backup Material Contract-Exhibit A U a) .o n. C (0 co ... O C N N a) Cl) N N a) N E a) 0..N C 7 Q a) 'p N L V a) c Y > O N a) rz N w ` Q<") N co C- OQ-o— m •O Q) :_ co O 3 y�Y E 3 NY w� O .L.. N O > n (6 , OL O E C O cc — >, `m C 3 L m m °ALO aNi d 3 ns w COCOo o -0 3 Fi n o E y n N m� 0 w >w o • o a E c U 0 L 3 a) ' 70 a� a 0 • 0 o a) m N a) ° 0 c j '� E � 3c LEC a`� �'-oEn >CD nc � C.) a) 0ma) na 7 a -O O 'O.- Cl) ) E N N O N C n • 7 c c w� m O � �LL O S � L 0 -oo aa)) w 3 -o a8 w cad) 3 0 -0 f617 'O m N >, O.N C '� O N a) N N a) 'a U O N ,.� -o N 0 3-o N .0. .L-. N „LO, O N O N O- -cc N L •p = s„,.. c 7 m — o C N m CC c. 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L} If ,--I L} L} 01- ` L11Ln LD LO CO • ri O LI) 00 LL() N CO CO L!1 N LD 0 1f1 N 2 N ,--I lD ,--ICO co N >' N 0 L11 ct .1 CO LD O V Ol LD Lfl e-I LCl ,--I M 0 N ,--I N 0 N aC. LD N N V m O N ,-i ,-i c-I e-1 r1 I-1 c-I ,--I .--I ,-i 0 V LD LD In CO O Ql O 0 0 U LD V00 0 LD m m O ci 00 0) 01 CO N N N n n c-1 I� N N C QJ M LD 111 CO ,--I N N Ln N V M 00 LL L} V} e-I V t L} L} N O N ,--I +• L} L} L} e-I ,-I 01- til- L/1 L} .LO- Le) } i O 7 0 00 Nco`t m N V CD N LO O O M V' al m M Ln Ol o ,-i c-I 2 r-♦ >' ,-i LO .1 0 LD 0 0 O LD CO 1.0 LD m o N O O 2 Ol (n LD LD CY 0o Qi N lfi O0• e-I r-I N e•i ,-1 ,-I e-1 0 01 [un tN m 0 co V ,-i O 1.11 LLt1 co -1 0 m m N CO Ln (n LL In: L} v-i r•-1 V e-i m m .1L} in: U} L} L} L} til- ..”, }H 7 l0 N r•-: M CX)o m LO ci ,--1 Ql 2 ,--I M ,--1 l'.... 00 N C O 03 L. 4-, CN 00 C E O Q a" C _U C O C E U C = i C O U ai O C ' LLC O O 6i CO IDQ cu 'OU C.(7) C7 c C 13 =+ , -o > 00 C r6 13.0 0 Ln U Lf >- S O C C C '' .O —_co > f0 (.0O 'P ro O O aJ C N U U O_ LL LL In LL LL Cl) N i ` -C Y C — N H N ,-1 N M C Lf1 LD O- C C OU I- 1.1J I--- U U Ce AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement ("Agreement") made this L d y of June, 2018, between the CITY OF FARMINGTON a municipal corporation ("City"), and BOLTON & MENK, INC., a Minnesota Corporation ("Consultant"). The purpose of this Agreement is to set forth the terms and conditions for the provision of services by Consultant for professional engineering services related to the preliminary and final design and construction administration services for the Westview Street and Utility Improvement Project hereinafter referred to as the "Work". 1. Scope of Service. The scope of service is detailed in the Proposal submitted by the consultant dated May 31, 2018 and attached as Exhibit A. The terms of this contract shall take precedence over any provisions of the Consultant's proposal and/or general conditions. 2. Term of Contract. All Work under this Contract shall be provided, performed and/or completed by December 31, 2020. Project Schedules with interim milestones will be developed with the project kick-off meeting. 3. Compensation for Services. City agrees to pay the Consultant on an hourly basis not to exceed $282,814. No claim will be honored for compensation for extra services or beyond the scope of this Agreement or the not-to-exceed price for the services identified in the proposal without written submittal by the Consultant, and approval of an amendment by the City, with specific estimates of type, time and maximum costs, prior to commencement of the work. 4. Method of Payment. Consultant shall prepare and submit to City, on a monthly basis, itemized invoices setting forth work performed under this Contract. Invoices submitted shall be paid in the same manner as other claims made to the City. Invoices to the City and payment to the Consultant by the City shall be subject to Minnesota statutory provisions pertaining to claims, including Minnesota Statutes § 471.38, 471.40, and the Minnesota Prompt Payment Act, M.S. §425.425. 5. Staffing. The Consultant has designated staffing to complete and manage the Work in the proposal attached as Exhibit A. They shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Consultant may not remove or replace the designated staff without the approval of the City. 6. Standard of Care. Consultant shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Dakota County, Minnesota. 7. Insurance. a. General Liability. Consultant shall maintain a general liability insurance policy with limits of at least $1,500,000.00 for each person, and each occurrence, for both personal injury and property damage. Consultant shall provide City with a Certificate of Insurance verifying insurance coverage before providing service to the City. b. Worker's Compensation. Consultant shall secure and maintain such insurance as will protect Consultant from claims under the Worker's Compensation Acts and from 1 claims for bodily injury, death, or property damage which may arise from the performance of Consultant's services under this Contract. 8. Indemnification. Consultant will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney's fees paid, incurred or for which it may be liable resulting from any breach of this Contract by Consultant, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Consultant, its agents, contractors and employees, relative to this Contract. City will indemnify and hold Consultant harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 9. Termination. This Contract may be terminated by either party by thirty (30) days' written notice delivered to the other party at the addresses written above. Upon termination under this provision if there is no fault of the Consultant, the Consultant shall be paid for services rendered until the effective date of termination. 10. Independent Contractor. At all times and for all purposes herein, the Consultant is an independent contractor and not an employee of the City. No statement herein shall be construed so as to find the Consultant an employee of the City. 11. Non-Discrimination. During the performance of this Contract, the Consultant shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, or age. The Consultant shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. The Consultant further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 12. Subcontract or Assignment. Consultant shall not subcontract any part of the services to be provided under this Contract other than what is identified in the proposal; nor may Consultant assign this Contract, or any interest arising herein, without the prior written consent of the City. Consultant shall comply with Minnesota Statute § 471.425. Consultant must pay subcontractors for all undisputed services provided by subcontractors within ten days of Consultant's receipt of payment from City. Consultant must pay interest of 1.5 percent per month or any part of a month to subcontractors on any undisputed amount not paid on time to subcontractors. The minimum monthly interest penalty payment for an unpaid balance of$100 or more is $10. 13. Compliance with Laws and Regulations. Consultant is responsible for knowing of and abiding by all statutes, ordinances, rules and regulations pertaining to the type of services provided pursuant to this Contract; including, as applicable, the Minnesota Data Practices Act, Minnesota Statutes Section 13, as amended, and Minnesota Rules promulgated pursuant to Chapter 13. 14. Audits and Data Practices. The books, records, documents, and accounting procedures and practices of the Consultant or other parties relevant to this agreement are subject to examination by the City and either Legislative Auditor or the State Auditor for a period of six years after the effective date of this contract. This Contract is subject to the Minnesota 2 so • Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received; stored, used, maintained, or disseminated by Consultant in performing.any of the functions of the City during performance of this Contract is subject to the requirements of the Data Practice Act and Consultant shall comply with those requirements as.fit were a government.entity. All subcontracts entered Into by Consultant in relation to this Contract shall contain sirtfiter Data Practices Act compliance language. '1.e.Work Product. AU materials; including but not limited.to. reports, exhibi'te, models, maps, charts, computer data,. and supporting documentation produced under work authorized by this Agreement shall became the property Of the City upon completion of the work or termination of this Agreement: le. Conflicts. No:salaried officer or employee of the City and no member of the Council, or Commission, or Board of the. City shall have a financial interest, direct or indirect, in this contract The violation of this provision=renders the contract void. Any federal regulations and applicable state statutes shall not be violated. 17.Damages. In the event of a breach of this Contract by the City, Consultant shall not be , entitled to• recover punitive; special or consequential damages or damages for loss of business. 18.Governing Law. This-.Agreement shall be controlled.by the laws of the State of Minnesota. 19.Severability The provisions of this Contract are severable. if any portion hereof is,for any reason, held by a court of competent jurisdiction to be contrary to law, suchdecision shall not.affect the remaining provisions:of this Contract 20. Entire Agreeinent. The:entire agreement of the parties is contained herein. This Contract supersedes aij oral.agreements and negotiations between the parties relating to the subject matter hereof as.well as any previous.agreements presently in effect between the parties relating to the subject matter hereof: Any alterations;. amendments, deletions,or waivers of the provisions.of this Contract shall he valid only when expressed ih writing and duly sighed by the parties, uhiees otherwise.provided herein: IN WITNESS WHEREOF,the parties have signed this Contract.as of the date and year first above. written. • CiTY OF FARMINGTON BOLTON&.MEND INC. BY: -� ICY: • j "dle • Todd Larson; Mayor iff 410111 -°111111171'en tie AN �� avid McKnig t, drnihistrator • 3 • t { 1 d 1 I r Project Understanding, 0 PROJECT UNDERSTANDING I The City of Farmington seeks professional engineering,surveying,and geotechnical services to assist ts with topographic survey,geotechnical recommendation, preliminary and final design, public outreach, bidding services,construction staking,and construction administration associated with the Westview Street&Utility Improvement project. ( The project will reconstruct approximately 4,600 The surface water runoff from the neighborhood flows linear feet of residential streets.The existing streets are to an infiltration best management practice(BMP) urbanized with curb and gutter,but with limited or no within Westview Park.The city noted the BMP does not storm sewer infrastructure.Pavement is in poor condition operate as it should and that it will be reassessed and ( and shows signs of aging,oxidation,cracking,heaving, upgraded as part of the project.Design of the surface and rutting.The road section is proposed to be fully water BMP and associated storm sewer network requires reconstructed with the addition of new storm sewer. hydraulic modeling as part of final design.The City of Farmington and our expert stormwater design team share ( 7sa; a common goal for environmental stewardship.The .;0 ' r' , _ city can rest assured we will present BMP options that Q • maximize environmental benefit while balancing specific 1. ,Js site conditions ,f, — and costs. ----I, -- Furthermore,we Efutyi (' are prepared to �� r..>, explore funding �.,..,s (' . «� , ° -- .= options with ( '"" `' - ., , water resources stakeholder The city needs a thorough public outreach and groups to enhance engagement process in accordance with the MnDOT the BMP and 0, Complete Streets Policy.A typical roadway section will provide more be developed through this engagement.We will gather regional water Engineering Guidelines community input during the preliminary design,final quality benefit. ary of ramtn,inn 4,11017 design,and construction phases. Bolton&Menk's Extensive watermain and sanitary sewer reconstruction philosophy is are anticipated.An existing sanitary sewer lift station is to have our proposed to be abandoned with the sanitary collection project managers THE CITY OFFARMINGTON'S ENGINEERING system being re-routed to a trunk sewer along Denmark involved and GUIDELINES WILL SERVE AS THE GUIDING Avenue.Thoughtful design of the replacement utility integrated in DOCUMENT FOR DESIGNING AND CONSTRUCTING systems will help solve known systems issues,upgrade all our projects, INFRASTRUCTURE IMPROVEMENTS them in accordance with the city's comprehensive including plan,and offer minimal service interruptions during completing much of the design elements.This"hands construction.Hydraulic modeling of the sanitary sewer on"approach leads to cost-effective projects and provides system(completed by Bolton&Menk during the a detailed quality control/quality assurance aspect.The Comprehensive Plan process)has given us intrinsic map on the following page details our project knowledge of your system.We will use this knowledge to understanding. size the proposed storm sewer,update the regional model, and analyze adjacent trunk line capacity. Westview Engineering Services I City of Farmington, MN ......111111111111111141111111W1 • -'47: ,, ,� Z i •. ....1111a ill a : 0 el Lir d ; T •V • Ono a j (. '�•.. 1,(., i z @ 1 . ti.1 Ltil. ". cu . a, o 1 : *I # -- • ti ari . .,. ,,z, ....... . 1 . ` 7 0 ea — ci; -\\ i ) ca ca 2 C to ma `— }r c� c op d o • ` o e, OU N Y' J • � qtr' ~ - '" ���Ir 1111 `L ; - . �� , - 11:1 Li. E ,." p_ T \ 3 a4 o : ri "�Ilt'40 44 at'b ---1: S -Vi '.. '7- ii eCe EMIL r .w ,.... ')r + 4.4 t - ' fie. ^ -- r' 1 Y i FM ` ;.:.. k 1W a 8 m ,^ Jai: d Cr n — M ' e ¢ ' C-Y - OOMIS3toi _Las , � . A ?E 1r , , oxI. it • s = t ' + • • r 1(0.0" N E . —C CU [n- • _.._ Ch " —=r � 3AtJ�N2ldWN30c � r. C � Z Q i. Background and 8xpertence BACKGROUND AND EXPERIENCE Project Team Bolton&Menk has assembled a highly motivated and experienced group of professionals for the Westview Street&Utility Improvement project. Our team values and understands the importance of ultimately achieving a vision that can be supported by stakeholders and efficiently implemented. Our team will be led by our project manager, Eric Seaburg,who wilt be supported by key individuals and support staff.We will work interdependently to build synergy for a sustainable solution.Our team is 100 percent available and committed to completing this project.You have our commitment that staff highlighted in this proposal will perform and oversee the work they have been identified to lead.Team bios are included in the following pages. Full resumes of all staff can be provided upon request. Brian Hitgardner, P.E. r Principal-in-Charge Brian will be responsible for committing sufficient personnel and resources to accomplish the work plan and schedule within the time frame defined. He will monitor progress, schedule,and budget to ensure critical issues are addressed in a timely manner. Brian will ensure consistent communications with city staff and project partners. Brian has worked with Katy Gehler and Matt Decur on projects in the past and is very familiar with their preferred project delivery. His coordination and leadership on the Westview project wilt ensure its successful delivery. Since beginning his career in 1998,Brian has gained preliminary and final design,presentations,attendance a range of experience in project administration from at city council meetings,bidding assistance,and conception through construction.His background construction administration.In addition,Brian assists in includes development and design of municipal training young EIT's on proper construction observation reconstruction projects,including street construction, skills.He is an expert in trenchless technology sanitary sewer systems,lift stations,water distribution techniques.Brian holds a Bachelor of Science in civil systems,stormwater collection systems,and pedestrian engineering from the University of Minnesota. facility construction.His administrative duties include preliminary engineering reports,cost estimates, Eric Seaburg, P.E. ,15} Project Manager !t Eric will lead project design, specifically focusing on quality control and assurance, as well as assisting with project management. Eric worked with Tom Hoffman while employed with the City of Golden Valley.He considers Tom a respected peer and works very well with him. Eric began his municipal engineering career in 2008. management,right-of-way acquisition and management, He worked in both the utility maintenance division and utility coordination and permitting,state aid procedures engineering division with the City of Golden Valley and reporting,multi-agency coordination,asset before joining Bolton&Menk in 2016.Eric has ushered management,and as-built drawing development.He also projects through conception,CIP budgeting,design, understands the time and budget constraints owners must construction,and long-term maintenance.He has a broad navigate to see a successful project.Eric holds a Bachelor spectrum of experience and knowledge with respect to of Science in civil engineering from the University of municipal infrastructure,including project management, Minnesota. schedule and budget management,construction Westview Engineering Services I City of Farmington, MN { Background and Experlence Matt Blazer, P.E. Desi n En9 ineer 9 Matt will be responsible for preliminary and final project design, permitting, cost 149 estimates, and bidding administration. Matt began his career in 2013. of sidewalks and trails,and several Municipal State Aid He thoroughly enjoys working with residents on (MSA)and federal designs.He is responsible for the projects—from neighborhood meetings to project planning,designing,and preparing construction plans completion.He has experience with a range of projects and specifications for a variety of municipal clients.He related to highway and streets,sanitary sewer systems, has also served as a construction observer for numerous water systems,stormwater systems,Americans with municipalities. Disabilities Act(ADA)route design and implementation Tim Olson, P.E., CFM Water Resources Engineer fit Tim will be responsible for all stormwater aspects, including storm sewer sizing,water quality improvements, and SWPPP design. Tim is responsible for client and detailed hydraulic and hydrologic modeling;drainage stakeholder engagement and monitoring project scope design and construction plan review;NPDES Phase and costs.He enjoys facilitating partnerships,developing I&1I MS4 and construction stormwater permitting new relationships,and collaborating with stakeholders to requirements; and coupling GIS techniques with water define a common vision and work toward shared goals. resources design and analysis.Tim has a passion for His experience since 2006 includes project management stormwater and water quality education and participates in both designing and constructing complex water in several stormwater-related steering committees and resources and environmentally sensitive projects.He stakeholder groups. specializes in comprehensive surface water management planning; innovative best management practice design; Jordan Thole, P.E. Water Resources Design Engineera '1 Jordan will be responsible for preparing preliminary drainage analyses, assembling final stormwater management calculations, and recommending BMP improvements at Westview Park. He will also use his knowledge of the city's sanitary sewer system as part of the Westview sanitary sewer system re-design. Jordan began his engineering career in 2011.His primary identification of alternatives for proposed improvements. responsibilities include the identification and discussion Jordan has developed experience in riverine flood of NPDES Phase I and II requirements,hydrologic and models,regional drainage models,sanitary sewer hydraulic modeling,water quality modeling,and modeling,and hydrology modeling. Similar Experience We have highlighted several examples of recent and related team experience on the following pages. Additional project information is available upon request. Westview Engineering Services I City of Farmington,MN • t f , V Background and Experience f- 2018 KENYON AVENUE IMPROVEMENTS r City of Lakeville Existing Conditions _ _4 i l , ' 1 • b c j' x�, �y*z i • `. r fir, -:) '+ ,f ( C} • �'1 K� �Sh�• �j ili •,, -\: ., ,' .c 4z.:41,qv;'- !•.-1.',,,,:`,..,---.,,,',-;_.,...:,,,,—J,'11 /c . r c k c- t y d rw (t ly it J �#j �Yr�. ,�rJ , '.f• K ,S eew�W.t .ni .S�C���y j,:i y ... C rye..L �/" �7• rlc�N,o .Vjc4t'�S } -• _ `.r.-Q' ';,aril; 1--st -t.rl: , -,c v'� j{,.`,rte `1 1 ,...,,,,7,-;', f ,:',.% 5. a 5..' . ,.- i_ C lirt, 1. -R't.., . . � �. . . �_ � � , _. . , , '7 F� e The City of Lakeville has both new and aging Water quality was a core concern due to the proximity to +� infrastructure.In the established areas of town,the city Lee Lake.As such,both a V2B1 pre-treatment structure 4. continues to see infill development.As such,some of and regional infiltration basin were included.The • its existing and aged infrastructure needed upgrading to regional infiltration basin was designed to treat 22 acres meet the city's current demands. of untreated water that had been carried directly into Lee Lake. Of that,6 acres came from MnDOT right-of-way, Bolton&Menk urbanized a rural collector road which required extensive coordination with MnDOT z associated with an incoming development,including water resources staff.Bolton&Menk helped the city roadway expansion,curb and gutter,storm sewer secure a significant watershed grant to help fund basin network,regional infiltration basin BMP,and a large construction. r ' prefabricated modular block retaining wall. t- Improvements were sandwiched between interstate I-35 ( , and Lee Lake with steep slopes and limited right-of-way. i A creative and iterative design process was required to meet the city's needs,while staying within budget. ( Communication with the city and other stakeholders (MnDOT,developer;and watershed)was essential in creating a product that worked for all parties. Westview Engineering Services I City of Farmington, MN I ' I Y i 1 i I�rl�,llltll{Il+� dot��� ,\:, \I 4 2017 STREET RECONSTRUCTION City of Prior Lake 1 _ , •- + '� A ' �'illy ) ,A . - • • �� . '• , 1/ r _ „p. ., ? • .4�. t .T . , '.. . Y P, ' H " l; •*� �.. i p;,, , s _.tel ' ,,�:. !� , 4' ..., .._. Jr, ;...�` ,7 vi,,' f 1 ter f r,71V.{e' / 7 g --, ,' ro' �,' „, 1' `71r r / )iii,1:r/''. ! Ij ' ,..;r , ; 4 : C I • ' �'' !j i1 r,. _ y !!11, 111 r .y , The City of Prior Lake's 2017 Street Reconstruction We developed options and plans to provide a turnaround project included four areas throughout the city with that minimized impacts to the neighborhood and an deteriorated streets and aging utilities.Bolton& adjacent private beach.The plan included a large Menk compiled a feasibility report with four separate retaining wall,landscaping elements,and a stormwater assessment calculations,conducted presentations at filtration area,which addressed the neighborhood public informational meetings,prepared plans and appetite for water quality improvements and protecting specifications,and assisted the city with construction the lake. administration,observation,and staking. Another project area consisted of designing a state Due to turnover in city council,Bolton&Menk aid collector street abutted by a mix of single family shortened the design timeline to keep the project on track residential homes,townhomes,multi-unit buildings, for 2017 completion.One design challenge included apartments,and commercial businesses.The challenges addressing contaminated soils discovered late in the included narrowing the existing street,adding sidewalk, project.We were able to develop specification language and addressing speeding and traffic concerns.The city and appropriately bid items,setting up the project to run was pleased with the project design,allowing for a b smoothly when construction started.Another significant smooth transition into construction. design challenge was working with a tight-knit neighborhood adjacent to the lake whose only access was from a long dead end street with no turnaround. t• Westview Engineering Services I City of Farmington,MN t t I. ( c) , 2 ' Background and Experience 0 k , 2017 STREET IMPROVEMENTS City of West St. Paul i. if } ,. j, (( la 1111 \ IMF- ': 'II:1‘.t.. .F...'.1.' f t4:5 15.0.Yrt . C ;L. „7-7, • t �lR V 4+ "-- r,'•,. , _.4 4 , f - I 6. West St.Paul is a mature metro community with a One street in particular was a gravel road the city growing demand to replace deteriorating streets and wanted to pave—a controversial topic with abutting utilities.Bolton&Menk was tasked with developing residents.Bolton&Menk analyzed paving options and (. a cost-effective and feasible solution for deteriorating long-term maintenance costs for paving and gravel road ( • areas within the city.The city had stormwater areas alternatives.Paving was determined to be the best option. where drainage was backing up or limited storm sewer The remaining streets were designed in combination with was available.Bolton&Menk identified design options the geotechnical engineer to find an adequate section, 4 to alleviate these areas by expanding the existing storm in combination with the existing soils,to support the sewer system and providing grading plans that drastically anticipated traffic loading. improved the surface drainage.We also worked with the t? city in reviewing televising tapes,which allowed us to The new design efficiently met standards and provides 4 design cast-in-place pipe(CIPP)in lieu of replacing the neighborhood residents with quality infrastructure. fi pipe—ultimately saving the city money. . �C }-' - • . "M. . - }* It + 'F, ,.'"m4 4-=„0.01' I a"';v;s,"4� s) � r � ^� '� t,;�' _ s '� ra"._,� •p t ; h , .s, S, � _ `.,•.,. ,,fr.'' r r ;tl U�t1,1-$% Irl .,, t, . C J .I ( 141544&4114 r4 r - _7 ui i, `r- -, ^`a.Z r • -� - ; e • A Westvlew Engineering Services I City of Farmington, MN { {4•4 • 'mss • + . .w,�` §tS ' t -.- . z r.l xiL # mall ae" 8 t a Ill €�a-ak' � ,-• �:,. s''� a' � +� �t ���h ° a� 3 E. ' gx�< d' � t# CLEAR LAKE WATER QUALITY PROJECT City of Forest Lake ,. ;r t ,I I } • n • • F t ! S, 4 •t 1 r 1 • t �- , • „ t c :1' 4, s • S `-* ,sf c. w,� I • l )•/' • 41'7* t.sr r M7.,• :y I t 1 'I ••yt '� Y ; moi LL.t.��-s 4 ' I l i t 1 • ✓�.',.1� s _� �:�' �v ". � j i1 ••-?'�t f Iilq I +I • t t• • r 1 �1+' l I Lr i+, rl•� �i • 11 t • + • t fin,„;t tr .• It .; t1 II I,I` I . I I i { 1 '1 , �,y !I -�Iol ! I tr ( I I ( + i I. I �°"��.!":[ <r..a t.2'•� � .�'•��: It1 l ,1 ��.� t I. � I " t \ rt�. i,r 11r 1 , .. � With a Board of Soil and Water Resources(BWSR) The City of Forest Lake is actively promoting the project Clean Water Legacy(CWL)Grant already awarded,the with informational signs,video kiosks and brochures City of Forest Lake approached Bolton&Menk with available at the new city center.Information about the the desire to convert a traditional wet pond design into project is being paired with information geared towards something more innovative that would improve water area homeowners on what they can do on an individual quality in Clear Lake,showcase the city's commitment level to improve water quality. to environmental stewardship and offer opportunities for public education. The Clear Lake Water Quality Improvement Project located at the city center in Forest Lake has become Under tight deadlines,Bolton&Menk presented a the gold standard for how the city intends to manage new design concept that increased pollutant removal stormwater in the future. Investing in these innovative by utilizing an innovative treatment train approach that projects will continue to protect the city's valuable water included multiple uses of iron enhanced sand filtration resources,reduce further degradation of the nearly- technology. Site conditions were difficult;clay soils with impaired resources,and eliminate the need for lengthy low infiltration capacity and high groundwater presented and costly lake restoration projects in the future. many challenges.However,a flow diversion channel, rock gabion weir with iron enhanced sand filtration core,bioretention floodplain and perched iron enhanced sand filter were proposed to maximize the opportunity for runoff treatment.The Clear Lake Diagnostic Study performed by Rice Creek Watershed District established a total phosphorus reduction goal of 140 pounds per year. The proposed project will provide more than 70 percent of that goal(100 pounds per year)alone. Westview Engineering Services I City of Farmington, MN i 4 ( f Background and Experience -�...f..�...»„ ..mss. . .. .. F WOODLEY STREET IMPROVEMENTS r. . City of Northfield • ':xr i= ftsr. .y a .'# ;per, V t• r. • 4 :r 1 1 " 'tiny #r' ✓ l 1 ' 1 oli 4 tit I. i - r •r N f . II 4. ',N The City of Northfield needed help with design and ( construction observation of street improvement projects. ( • Bolton&Menk quickly learned the city's plan standards, • .. . details,and specification to move the project forward. ( Projects entailed complete reconstruction, including g installing watermain,storm sewer;and sanitary sewer i on neighborhood streets,downtown streets,and state aid i ` segments.Several projects included mill and overlays g and pavement reclamation with spot utility repair,curb, , and sidewalk repair.A federal aid project,Woodley Street consisted of a concrete pavement section.Public involvement played a critical role;Bolton&Menk held t several meetings during the preliminary and final design phases to ensure all relevant issues were addressed. ,/ % The extensive public involvement process helped gain ', •. , ' community support;we received several complementary t' ` r. ` • :, , } comments from city staff and city council. ` Westview Engineering Services I City of Farmington, MN r i , 0 i Background and Experience 10 RIVERFRONT RENAISSANCE IMPROVEMENTS City of Hastings r ice ! phi , `' I s - ' r , 1. ` ^ / `:.#m • \_- [�`4l..) II 1 i 1 - ' ..'r. ',.,:it- -...=e 0 (�l III I •i : ^ r,•k'„,� f..,..i,' .a.\ ,� i ,. Seth ,..�. t5: , :A,' ',,c1,r • ' The City of Hastings wanted to revitalize and reconnect Final design services, including construction document their downtown to the Mississippi River.Bolton& development and construction administration,were also Menk collaborated with the city to develop a three-phase completed. Downtown Riverfront Renaissance project.Phases one and three focused primarily on the downtown Through combined efforts,the city now has an updated infrastructure,while the second phase focused on Levee park linking downtown to the Mississippi River. Park,a prominent park straddling the Mississippi River and downtown business district. Collaboration with city staff,stakeholder groups, and the general public aided in the development of a park master plan.The master plan included a limestone amphitheater, musical playground,ice skating rink,branding and signage,enhancement of the Mississippi River Trail,and a veteran's memorial. , Westview Engineering Services I City of Farmington, MN i} - C 4 4. , (filj Background and Experience 2018 WOODHILL IMPROVEMENTS (i City of Minnetonka ' • c T� \ -,�i • tr.,,. , i l l • • ( • Existing Conditions Woodhill Road is a 1.1-mile collector roadway with An 8-inch domestic watermain was added to parallel the • a failing surface and aging 36-inch trunk watermain trunk to serve the domestic water services—reducing ( , providing water from the tower to a large portion of the connection and potential weak points on the new trunk city.Project challenges include main.An 8-foot multiuse trail was added to the length of t • Three separate watermain pressure zones the corridor to offer a safer travel option for pedestrians t ' • Taking a trunk watermain offline and cyclists.Alternative excavation means,including • Multiple unconnected ponds posing flooding problems trenchless water services,were incorporated to help the l • 130 feet of road elevation change contractor cross the newly underground private utilities. • Domestic water service connected to large trunk main Strategic phasing and a public communication plan were • No pedestrian facilities on a high traffic roadway put into place to help navigate the construction area and ( • Undergrounding of overhead private utilities reduce impacts to businesses. ( ' • Connection to Highway 7 C , • Sanitary sewer to remain in place Using the city's water model,Bolton&Menk determined the watermain could be reduced to a 30-inch pipe.By reducing the pipe,we were able to slipline the 30-inch ( watermain into the existing watermain to save time and money and keep the collector roadway open longer with a the strategic placement of lining pits along the corridor. t Westview Engineering Services I City of Farmington, MN t a (01) . Background and Experience i1 REFERENCES Client satisfaction through quality deliverables, cost-effective rates, and timely project delivery are top priorities for Bolton & Menk on all projects. Please contact the following references to evaluate Bolton & Menk's performance on similar projects. Client Contact Contact Info xEti ' : f Ross Beckwith, P.E. 1616 Humboldt Avenue City Engineer/Public Works West St. Paul MN 55118 fr'�E Director 651-552-4130 6 City of Inver Grove Tom Kaldunski, P.E. 8150 Barbara Avenue Hei hts City Engineer Inver Grove Heights, MN 55077 g 651-450-2572 Matt Saam, P.E. 7100 147'h St. West city of Apple Valk` Public Works Director Apple Valley, MN 55124 952-953-2400 Zach Johnson, P.E. 20195 Holyoke Avenue City of Lakeville City Engineer Lakeville, MN 55044 952-985-4500 Brian Wagstrom 14600 Minnetonka Boulevard Ciffy tr6- rttl1114 iif'' Public Works Director Minnetonka, MN 55345 952-988-8400 Nick Egger, P.E. 1225 Progress Drive City of Hastings Public Works Director Hastings, MN 55033 651-480-2370 Sean Simonson 801 Washington Street tity '' i��`'� I'�ir.s(°' Engineering Manager Northfield, MN 55057 507-645-3049 Westview Engineering Services I City of Farmington, MN 1,1a „ „„tr,1.% , „ WORK PLAN The City of Farmington can be assured the Bolton&Menk team will provide outstanding technical V deliverables,exceptional leadership in public and stakeholder involvement,and superior project management in a timely and cost-effective manner.The detailed work is outlined by tasks addressing all elements of the RFP. Please see the last page of this section for our detailed schedule. ' Task 1 : Initial Site Visit and Subtask 1.4 Review City-Provided As- ( ' Consultation Builts and Project Documents Subtask 1.1 Kickoff Meeting with City Objective:Receive and review city-provided project Staff information Objective:Attend kickoff meeting to discuss key project Description:We will thoroughly review available city elements and stakeholders data to reduce project costs. Only accurate,applicable documents will be reviewed. Description:We will use the kickoff meeting to formally begin the design process.We will work with city staff to Deliverables:Not applicable identify key elements to the project's success,potential challenges,and how to engage necessary stakeholders. Task 2: Public Participation Deliverables:Meeting notes Subtask 2.1 Public Participation Plan { Objective:Work with city staff to create public {: Subtask 1.2 Routine Consultation with participation and engagement plan for use throughout design and construction City Staff Objective:Consult with city staff as necessary Description:Bolton&Menk will work with city staff to develop a public participation plan that uses various Description:When design decisions require input from forms of engagement(public forums,internet,fliers, city staff between design meetings,the project team will letters,etc). reach out to discuss the issue and work through potential solutions. Deliverables:Memorandum outlining public participation plan and goals Deliverables:Not applicable Subtask 2.2 Preliminary Design Public ' Subtask 1.3 Documentation of Meetings Meeting and Consultations Objective:Present preliminary design to public for Objective:Document meetings and design feedback considerations. Description:Bolton&Menk will attend a public Description:Bolton&Menk will provide city staff with meeting with city staff to present the 2D preliminary documentation of meetings and design considerations. layout of the project area.Feedback from stakeholders will be taken and considered during final design. Deliverables:Meeting minutes,design calculations, design assumptions Deliverables:Meeting notes,comment cards Westview Engineering Services I City of Farmington,MN 4 rt t S+•' —,.'` x s"# .::s-ar`„ t:s; '..±e ibY_z. .t. * .:``'"-,:'.. Subtask 2.3 Final Design Public Meeting Subtask 3.2 Regulatory Consultation Objective:Present design to the public and Permitting Objective:Coordinate with appropriate regulatory Description:Bolton&Menk will attend a public agencies and obtain approval on required permits meeting with city staff to present the final design.The project schedule and cost will also be discussed at the Description:Prepare permit applications,secure city city's discretion. signature,and submit to governing agencies.The city will be responsible for permit fees. Deliverables:Meeting notes Deliverables:Copies of submitted permits,including Subtask 2.4 Construction Public cover letters Meeting Objective:Discuss upcoming construction with the Subtask 3.3 Geotechnical Exploration public and Recommendation Objective:Analyze existing soil conditions and provide Description:We will attend a public meeting with city recommendation for utility,street,and stormwater BMP staff to discuss the upcoming construction project with design residents and stakeholders. Special attention will be given to construction expectations,anticipated schedule,and Description:Take soil borings throughout the project key contacts. area,including location of proposed stormwater BMP, to classify existing soil types.Generate a geotechnical Deliverables:Meeting notes report and recommendation for the project area. Task 3: Reconnaissance and Deliverables:Geotechnical report with recommendation Field Surveys and Geotechnical Exploration Task 4: Recommendations and Subtask 3.1 Topographic Survey Costs Objective:Create a base map identifying above-and Subtask 4.1 Pre-Design Cost Estimate below-ground features in electronic format(base map and Recommendation will be used as basis for final design) Objective:Determine budget level pre-design project cost estimate Description:Gather pertinent field information on city infrastructure,adjacent buildings,right-of-way, Description:Prepare a budget level pre design cost contours,and private small utilities.Underground estimate for review by city staff. utility information will be located and described per available as-builts,field markings,and private utility Deliverables:Pre-design cost estimate map information facilitated through Gopher State One Call. Manhole reports will also be completed for Subtask 4.2 Collaboration with City located manholes and catch basins.Right-of-way and Staff to Modify Scope to Fit Budget lines will be illustrated based on found field property • monumentation and plat information received from the Constraints city. Objective:Revise project scope as necessary to fit project budget Deliverables:Topographic survey information,digital copy of base map Westview Engineering Services I City of Farmington,MN i 1- ' Work Plan_. Description:In cooperation with city staff,Bolton& Subtask 5.3 Preliminary Design of i Menk will revise the project scope as necessary to stay Westview Park Best Management within the city's budget.This may include modifying Practice (BMPI the project area,typical street sections, and utility 4 replacement limits. Objective:Complete a preliminary design for up to three options,including up to two revisions for each option ( Deliverables:Revised project scope in Westview Park;balance environmental benefit,site t conditions,overall practice footprint,park usage,and Subtask 4.3 Revised Pre-Design Cost cost;finalize preferred option during preliminary design to minimize rework during final design;present potential Estimate and Recommendation grant funding options in partnership with water resources b Objective:Develop pre-design cost estimate within city's stakeholders budget • r, Description:Preliminary design will be performed in Description:Use the modified project scope to create coordination with city staff.Up to three preliminary a new pre-design construction cost estimate within the design options will be presented for review and approval. city's budget. 6 Deliverables:Up to three preliminary design options, 6. Deliverables:Final pre-design construction cost up to two revisions per option upon city review,present estimate final options c, ' Task 5: Preliminary Design Task 6: Plans and Specifications Subtask 5.1 Preparation of 2D Layout Subtask 6.1 Plan Production to 50% for for City Review City Review Objective:Complete a preliminary layout of desired Objective:Complete final design to 50%level for city {' improvements based on a conceptual illustrative plan and review;develop plans and specifications consistent with typical section,identify issues or risks to the project's city standards success requiring greater exploration during final design, and communicate these elements to stakeholders Description:Final plans will be prepared in coordination c with city staff.Major design components will include the { Description:Preliminary design will be performed in following: coordination with city staff. • Existing conditions 0 • Roadway alignment and profiles r Deliverables:Draft 2D layout for review by city staff • Preliminary cross-sections at 50-foot intervals, driveways,and critical design locations Subtask 5.2 Revised 2D Layout Based on • Preliminary storm sewer sizing and design,including City Comments For Public Meeting discussions with governing agencies and city staff on Objective:Refine 2D layout based on further proper stormwater management plan for developed area;discussions with city staff and property consultation with city staff. owners will help identify known stormwater system deficiencies Description:Based on comments received from city • Westview Park BMP based on the option chosen staff,further develop 2D layout for use at public meeting. during preliminary design f , • Communication with small utilities to discuss Deliverables:Final 2D layout for use at public meeting replacement and/or relocation,including electric,gas, telephone,cable TV,etc. I. s {' Westview Engineering Services I City of Farmington, MN t z ' 4 � IPS: 16 (1,-IV �., • Location and elevations of the existing and proposed Task 7: Cost Estimate sanitary sewer system,including potential system Subtask 7.1 Post-Design Quantity Take- upgrades consistent with the city's sanitary sewer Off comprehensive plan;full sanitary sewer reconstruction • Existing and proposed watermain locations, Objective:Perform final quantity take-off elevations,and sizing according to city staff and the city's comprehensive plan Description:Prepare statement of estimated quantities, including street,utilities,and miscellaneous construction Deliverables:50%plan set items,all consistent with the city's standard specifications and,specifically,the city's method of measurement and Subtask 6.2 Plan Production to 80% for payment. City Review Objective:Prepare project plans to an 80%level for Deliverables:Electronic and hard copy of tabulation of review by city staff estimated quantities Description:We will prepare refined plans to an 80% Subtask 7.2 Post-Design Itemized level for review by city staff.These plans will include the Construction Cost Estimate following: Objective:Prepare engineer's estimate of construction • Removals plan costs • Refined street and utility designs • Refined cross sections Description:We will prepare an opinion of probable • Intersection layouts with curb and gutter elevations construction cost using the city's past bid information, • Location of signing and striping current contractor pricing,and the city's overall • Design of ADA compliant sidewalks,trails,pedestrian knowledge of local contractors and site conditions. ramps,and other amenities • Preparation of the Stormwater Pollution Prevention Deliverables:Electronic and hard copy of final Plan(SWPPP),including plan sheets and engineer's estimate of probable construction costs specifications Task 8: Bidding Deliverables:80%plans 0 Subtask 8.1 Prepare Advertisement for Subtask 6.3 Plan Production to 100% for BiObds ve:Advertisement for bids Final City Review Objective:Prepare final project plans to a 100%level for Description:Bolton&Menk staff will prepare and final city staff review. submit to required publications. Description:We will incorporate city comments from Deliverables:Not applicable the 80%plan review as we prepare final plans and specifications to a 100%level for final review by city Subtask 8.2 Distribute Plan Sets staff. Objective:Distribute plan sets to city and prospective Deliverables: 100%plans bidder Description:Bolton&Menk will host a QuestCDN site where electronic copies of bid documents will kept. We will also provide the city with hard copies of bid documents for issuance by city staff. Westview Engineering Services I City of Farmington,MN Wgrk plata Deliverables:Hard copies of bidding documents • Attend weekly progress meetings as needed • Prepare change orders and written directives ' Subtask 8.3 Answer Bidder's Questions • Review shop drawings,material lists,and suppliers • Objective:Answer all bidders'questions Review and approve pay requests Description:We will answer all written and verbal Deliverables:Not applicable questions from potential bidders. Subtask 9.2 Construction Staking ti Deliverables:Not applicable Objective:Complete necessary field staking. Subtask 8.4 Issue Addenda Description:Survey crews will complete field staking Objective:Prepare addenda as needed on the following features: • Construction limits Description:We will prepare addenda and distribute to • Grading plan holders. ▪ City utilities • Curb and gutter ti Deliverables:Electronic and hard copy addenda • Signage • Miscellaneous infrastructure features Subtask 8.5 Bid Opening and Tabulation Deliverables:Field stakes,documentation of install Objective:Open and tabulate bids survey points Description:We will open and tabulate bids. Subtask 9.3 Conduct Final Review of Deliverables:Copy of bid tabulation and bid abstract Project Objective:Review project site with city and contractor Subtask 4.5 Prepare Letter of Award Description:Bolton&Menk will walk the site with Recommendation stakeholders and identify any punchlist items needing Objective:Award contract to contractor to be addressed.Punchlist items will be reviewed until acceptable by the city. Description:We will prepare the Letter of Award recommendation. Deliverables:Copy of any punchlist items t'. Deliverables:Letter of award Subtask 9.4 Prepare Letter of Final Acceptance Task 9: Construction Management Objective:Prepare final acceptance of the project by the `i. Subtask 9.1 Construction city Administration Objective:Support city staff during construction Description:Prepare letter of final acceptance and ensure all bonds,liens,waivers,and IC 134 Forms have Description:Project manager,Eric Seaburg,will been completed and submitted by the contractor. perform the following construction administration �_. responsibilities: Deliverables:Copies of all final paperwork and • Attend preconstruction meeting acceptance letter • Perform on-site review pertaining to work and progress as needed Westview Engineering Services I City of Farmington, MN ( Subtask 9.5 Obtain Record Information • Wage and payroll from Field Reps • Work with city and contractor to prepare monthly pay Objective:Obtain record drawing information from field requests representatives Deliverables:Inspection notes,photos,other field Description:We will gather field information prepared records by the contractor and subcontractors for use in preparing record drawings. Additional Task 2: lnputiD Objective:Develop web-based GIS platform to Deliverables:Copies of all field information obtained communicate with and receive feedback from residents from the contractor and other project stakeholders Subtask 9.6 Prepare Record Drawings Description:Bolton&Menk designed a customizable Objective:Drawings documenting the"as-built" web-based public engagement platform allowing conditions for the city's records and future use stakeholders and the public to provide comments and interact with one another in a visual,user-friendly Description:Bolton&Menk will combine a record plan mapping interface.Users can upload attachments,such as survey and all field information prepared by the city's photos and documents and add points,lines,or polygons construction observer,contractor,and subcontractors as needed. for use in preparing record drawings.This information The tool is designed to will be used to edit the design drawings used for project Reach users/stakeholders who do not attend public construction. meetings g • Engage with the public online Deliverables:Record drawings to city for review;final • Quickly visualize and evaluate the strengths and drawings will be provided in Adobe PDF format for weaknesses of area using GIS printing and archiving;one 11"x17"final hardcopy set • Use collected an tial data in maps,web will also be provided applications,and final reports via a cloud-based ii application Additional Task 1 : Resident Project • Review multiple concepts Representative (RPR) Objective:Provide a highly-qualified resident Deliverables:Web-based platform for use on project project representative(RPR)to perform construction administration and observation of the contractor's work Description:The RPR will be on site full-time during various stages of construction to observe and review the quality of.All of our RPRs are MnDOT certified and have extensive training and experience.The RPR will perform the following tasks: • Provide day-to-day construction observation and coordination between contractor;city,and residents/ property owners • Maintain daily construction logs and documentation of ( pay items • Coordinate and document materials testing requirements and material certifications Westview Engineering Services I City of Farmington, MN 4 Project Schedule NOTICE TO PROCEED START Public meeting(preliminary design) Aug/Sept 2018 Plans,specs,and SWPPP submitted for final review Public meeting(final design) Final plans,specs,and SWPPP delivered to city Jan/Feb 2019 Advertise for bids Open bids Council awards construction contract Public meeting(construction) March/April 2019 Substantial completion Sept 2019 4 FINISH Sept 2020 Westview Engineering Services I City of Farmington,MN t 1 igARA� City of Farmington 430 Third Street ;'' Farmington, Minnesota 651.280.6800 - Fax 651.280.6899 k,114. .,�„ + www.ci.farmington.mn.us TO: Mayor, Councilmembers and City Administrator FROM: Brenda Wendlandt, Human Resources Director SUBJECT: Franchise Renewal for Charter Cable DATE: June 18, 2018 INTRODUCTION The Apple Valley-Farmington-Rosemount Cable Commission has reached an agreement with Charter Cable Partners, LLC to enter into a new franchise for the company to operate video services in each city. The Commission voted last month to recommend approval of the franchise to the City Council of each city. DISCUSSION The city of Farmington works under a joint powers agreement with Apple Valley and Rosemount to supervise local regulation of cable and to produce programming for the government and local access channels. Each city must approve its own franchise agreement with cable providers, but for the Apple Valley, Farmington, Rosemount(AFRCC) Cable Commission to be effective in its operations, the agreements must be substantially similar. The commission began to prepare for negotiation over the Charter franchises in 2012 by commissioning an assessment of the communities' video needs. As the franchise expiration date (April 2014 for Farmington) approached and passed, Charter made very little effort to communicate with the commission or its attorney and were often unavailable for substantive franchise renewal discussions. Their reasoning for this included uncertainties over ownership of the corporation, the complexities of their digital conversion and management personnel changes at the company's local, regional. and state level. The commission recommended and city councils approved extensions of the franchises twice in an effort to facilitate an agreement. For the last few years, Charter has been operating in communities under an expired agreement without an extension. During this time, the commission negotiated and the city approved a franchise agreement for a new entrant to the local video market, Frontier Communications of Minnesota. This caused a further delay in negotiations as Charter participated in the resulting competitive franchising process and raised concerns regarding the franchising with Frontier. Negotiators for the commission and Charter continued negotiations through 2017 reaching an agreement over tentative franchises for the cities this spring. Proposed Franchise Highlights The proposed franchise covers a period of ten years. The major points of the new agreement are: • Increasing the monthly public-education-government(PEG) fee from 50 cents to 75 cents per cable subscriber. Part of the increase will reimburse the cities for equipment upgrades already completed. (The 5% franchise fee continues). • Changing the purpose and accounting for spending of the PEG fee. the fee will now be limited to equipment or capital expenditures by the commission. The agreement calls for the commission to keep records of capital cost paid by he fee and the amount of local programming generated. • Distributing all of the commission's government and education channels in high definition, utilizing the improved video permitted by equipment upgrades of the last few years. • Canceling the claimed amount due on outstanding bills for cable boxes at the city and school facilities as of the date the new agreement takes effect. (Charter began charging a fee after its digital conversion in 2014 required one cable box per screen. Farmington refused to pay the fee, saying it was contrary to the existing franchise.) • Instituting a fee going forward for most boxes at the facilities, currently at a cost of$7.00 per month per box. A memorandum from the commission's attorney, Bob Vose, is attached and outlines how the negotiated agreement aligns with the commission's needs assessment. The cable commission's board, which includes the city's human resources director, voted 3-0 on May 7 to recommend approval of he proposed franchise by the city councils. BUDGET IMPACT Franchise and PEG fee revenue are including in the 2018 budget. ACTION REQUESTED By motion, approve the attached franchise ordinance, publication notice and summary of the ordinance. ATTACHMENTS: Type Description D Backup Material Comparison to Needs Assessment D Resolution Resolution-Summary Publication of Ordinance D Backup Material Summary Publication of Ordinance D Ordinance Charter Franchise Ordinance 470 US Bank Plaza =Xftp 200 South Sixth Street Minneapolis MN 55402 Robert J.V.Vose _ (612)337-9275 telephone (612)337-9310 fax rvose@kennedy graven.com CHARTERED MEMORANDUM DATE: May 11, 2018 TO: Apple Valley, Farmington, Rosemount Cable Commission FROM: Bob Vose, Commission counsel RE: Charter Franchise Renewal Background In 2011, Charter Cable Partners, LLC ("Charter") requested that the cities of Apple Valley, Farmington and Rosemount renew its cable franchises. Previously, the cities had formed the cable commission ("Commission") to jointly administer their franchises, which were originally set to expire in mid-2014, and provide community programming ("PEG"). As contemplated by the federal law governing cable franchise renewals, the Commission conducted an assessment of the communities' cable-related needs and interests. In early 2014, a report identifying such interests along certain past performance or non-compliance concerns was finalized. The Commission provided the report to Charter along with a draft franchise, and the parties agreed to negotiate the renewal(s) via the "informal process" under federal law. Shortly thereafter, Charter requested approval to convert the PEG channels from analog to digital and renumber them. The cities conditionally approved this request. In conjunction with this conversion, Charter elected to begin encrypting its basic service tier requiring the use of converter boxes. Under the franchises, certain public institutional sites in the cities are entitled to free cable service. Those institutions had to begin using converter boxes. A legal disagreement arose when, without agreement, Charter began charging the cities (or their institutions) for such converter boxes. This dispute is unresolved, but Charter has annually "written-off'unpaid converter charges and will write-off any remaining unpaid charges thru the date of the renewals. In 2014, the Commission also audited Charter's franchise fee and PEG fee payments and identified several miscalculations or underpayments. Charter disputed these findings but negotiated a settlement that provided consideration to the Commission and its members to resolve the matter. Further, in August 2014, Charter announced plans to restructure the corporate parent company requiring the cities' approval under the franchises. In December 2014,the cities adopted 1 resolutions conditionally approving this restructuring.' In conjunction with these approvals, the franchises were extended thru the end of 2015. In mid-2015, franchise renewal negotiations began in earnest. Because 18 months had passed, the needs assessment report was updated to incorporate the conditions of the PEG channel relocation, the settlement of the audit, and the terms of the resolutions approving Charter's restructuring. The Commission also found Charter's communications regarding these matters to be problematic and indicated that this issue should be addressed in the renewal.2 The franchises expired at the end of 2015. However, Charter took the position that its franchises were extended by operation of federal law until completion of the renewal process. Accordingly, Charter confirmed in writing that it would continue to operate under the franchises until the completion of the renewal. In early 2016, the negotiations were again delayed when Frontier began seeking competitive cable franchises from the member cities. Charter participated in the resulting competitive franchising process and raised legal and policy concerns regarding the franchising of Frontier. The member cities issued competitive franchises to Frontier in late 2016. Renewal negotiations with Charter were completed between 2017 and the present. This memo compares the results of our negotiations against the needs assessment report. Needs Assessment Report The needs assessment report identified cable-related interests in two areas: PEG programming and; other franchise terms. The report's conclusions and a brief description of the results of our negotiations on each issue follow: PEG Channels and Support • Maintain the PEG channels in their existing locations (10, 12, 16, and 22). • Maintain the requirement for five channels for PEG access and community programming. Result- As part of the digital conversion, the cities approved relocation of PEG programming to channel #s 180, 184, 187, and 189. We have since negotiated an arrangement whereby channel 180 will air each member city's government programming within that city; i.e. each city's government programing will be "narrowcast." In turn, channel 189 will narrowcast ISD 192 programming in Farmington, and ISD 196 programming in Apple Valley and Rosemount, while channel 187 will air Commission- produced programming and any public access programming. Finally,Charter will continue to carry Regional Channel 6 as required by law. After these approvals were granted, Charter announced that the restructuring would not be completed. 2 In particular, Charter's lack of communication about the institution of charges for converters needed to receive free service at institutions associated with the company's digital conversion and debate over the Commission's fee audit caused conflicts that bled into the franchise renewal negotiations. 2 This arrangement results in a net increase in the capacity available to provide discrete channels of public, educational and governmental programming to intended audiences. • Ensure that the Commission maintains the equivalent bandwidth currently allocated to it (5 PEG channels at 6 MHz each) or receives adequate compensation if the Commission chooses to use less than the 30 MHz provided by the current franchise. Result- The prior allocation of 30 MHz of channel capacity to the Commission and its members was used as leverage in renewal negotiations. This allowed negotiation of the beneficial arrangement described above. • Maintain PEG channels on the lowest tier of service. Result- The franchises will provide: "All Subscribers who receive all or any part of the total services offered on the System shall receive such[PEG] Channels at no additional service charge." • Provide PEG channels in a SD format that is non-discriminatory and consistent with the digital quality and capabilities provided to broadcast channels. Result- As noted above, all customers, including those that do not subscribe to an HD tier of service, will receive the PEG channels without added charge. Any SD-only customers will receive all PEG channels. • Simulcast PEG channels in SD and HD to ensure that subscribers who have HD technology can view PEG programming in the same format. Result- Government programming will be available in both SD and HD immediately. School district programming may be made available in HD as soon as the districts are prepared to provide their programming in HD. Commission-produced programming on channel 187 must be provided in HD once 90% of Charter's program offerings are available in HD. • Provide PEG programming in a Video on Demand format, consistent with the quality and usability of Charter's other offerings of On Demand programming. Result-Charter has not agreed to Video on Demand. Throughout the Mpls/St. Paul metro, virtually no franchise renewals have included such a requirement. • Maintain the connections for the transmission of live and recorded programming from the city halls of Apple Valley, Farmington, and Rosemount and ISD #192 and ISD #196. Result- The Commission and member cities will be responsible for transport of governmental programming to Apple Valley city hall,which is already technically possible 3 and being done. Charter is obligated to provide for the transmission of programming from that location and the two school district locations. In addition, the Commission or its members may extend additional two-way connections from other public institutional sites to permit airing of live PEG programming. The PEG funding described below may be used to cover any costs associated with establishing such two-way connections. • Ensure that the PEG fee is adequate to support PEG needs, including the equipment upgrade and replacement needs over the term of a renewed franchise. • Preserve the ability of the Commission to increase the PEG fee throughout the term of the franchise to ensure PEG funding keeps pace with inflation. Result- This was one of the most difficult issues to negotiate. The needs report identified a need for $1.2-$1.4M in PEG funding to meet then-current and expected future PEG equipment and capital needs. The PEG fee collected by both Charter and its competitors is currently$.50 per subscriber,per month. The renewed franchises provide for a PEG fee increase to $.75 with a commitment for such fee to produce $1.3M over the franchise term. Based on 2015 customer counts a PEG fee of$.75 would produce $1.53M over a 10-year franchise term. The fee will be reviewed in the 6th year of the renewed franchises and adjusted as necessary to hit the targeted total amount. All franchised cable operators will collect the same PEG fee. On behalf of its members, the Commission will prepare an annual report by October Pt indicating the total amount of the PEG support received from all cable operators. As required by federal law, PEG fee receipts must be used for PEG capital and equipment. Other Franchise Provisions • Maintain many of the provisions of the current franchise including but not limited to franchise fees, insurance, bonds, and letter of credit. • Maintain Grantor's enforcement ability. Result- The renewed franchises retain all "boilerplate"provisions along with specified mechanisms to enforce the franchise such as $10k letters of credit allowing imposition of liquidated damages (penalties) for violations. We also negotiated language clarifying how revenues from"bundled" services must be accounted for in calculating the 5% franchise fee, which was retained. Further, the franchises now provide that franchise fees must be paid quarterly with late payments subject to interest at the prime rate plus 1%, annually. Finally, Charter must fully reimburse the Commission if any future audit uncovers an underpayment of 5% or more. • Maintain the existing requirement for emergency message override of the system to advise and protect citizens. Result- The cities fully retain emergency alert override rights. 4 • Maintain requirements regarding customer service. • Maintain Charter's local office for the convenience and accessibility of local residents. Result-All customer service rights provided under the prior franchises are retained. Charter will continue to be required to provide a conveniently located customer service office staffed during normal hours. Charter must provide notice to the cities of any proposed changes to this arrangement. • Maintain reporting requirements of Grantee including but not limited to financial reports, technical reports, and customer service-related reports. Result- All reporting obligations were retained. • Provide and maintain a high quality, reliable, up-to-date cable system. Result- The franchises will retain all prior obligations concerning system quality and maintenance. The franchises will continue to give the cities' rights to inspect and test the system as may be deemed necessary. • Continue to provide drops and complimentary service to existing governmental and educational facilities. Provide future drops and complimentary cable service under the same terms and conditions throughout the term of a renewed franchise as facilities are built or re-located. Result-As noted above, Charter has addressed all unpaid converter charges by writing off or agreeing to write off those charges. Going forward, Charter will continue providing complimentary basic tier cable service to all sites currently served for 1-year. During that time, the Commission staff will work with both Charter and Frontier to evenly distribute the obligation to provide free service so that each company serves half of the sites. Charter will provide 1 cable box per site free of charge, with standard charges for additional boxes (currently $7 per mos.). Charter will not be required to extend free cable service to new sites. Competition and Level Playing Field Language Although not addressed in the needs assessment report, Charter sought franchise language requiring that its obligations and treatment be equivalent to the obligations imposed on Frontier and any other cable competitors. Response- We negotiated mutually acceptable language addressing this concern. 5 Conclusion Negotiation of this franchise renewal took more than 4 years due to the complications described above. In negotiations, normally neither party obtains all of its goals. Here, however, the Commission has negotiated a franchise renewal arrangement that addresses all significant issues and meets most of the goals identified in the needs assessment report. As such, the Commission recommends that its member cities approve and adopt the franchise(s) that have been negotiated. 6 RESOLUTION NO. R24-1 8 RESOLUTION AUTHORIZING SUMMARY PUBLICATION OF ORDINANCE NO.01 8-739 Pursuant to due call and notice thereof, a regular meeting of the City Council of the city of Farmington, Minnesota, was held in the Council Chambers of said city on the 18th day of June, 2018 at 7:00 p.m. Members present: Larson, Bernhj elm, Craig Members absent: Bartholomay, Donnelly Member Bernhj elm And Member Craig Introduced and seconded the following: WHEREAS, the City Council of the city of Farmington has adopted a lengthy ordinance granting a cable franchise to Charter Cable Partners, LLC to construct, operate and maintain a cable television system in the city; and WHEREAS, as authorized by Minnesota Statutes, Section 412.191, subd. 4, the City Council has determined that publication of the title and summary of the ordinance will clearly inform the public of the intent and effect of the ordinance; and WHEREAS, a printed copy of the ordinance and a copy of the entire text of the ordinance is available for inspection during regular office hours at the office of the city clerk. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL that the summary of the ordinance attached hereto is approved for summary publication. This resolution adopted by recorded vote of the Farmington City Council in open session on the 18th day of June, 2018. Todd Larson, Mayor Attested to the i y=-14 day of June, 2018. 01-^ Lam' David McKnig , Cil/ City dministrator SEAL 525288v1 RJV AP155-1 t n CITY OF FARMINGTON ORDINANCE NO. 018-739 AN ORDINANCE GRANTING A FRANCHISE RENEWAL TO CHARTER CABLE PARTNERS, LLC L/K/A CHARTER COMMUNICATIONS TO CONSTRUCT, OPERATE, AND MAINTAIN A CABLE SYSTEM IN THE CITY OF FARMINGTON, SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF THE FRANCHISE; PROVIDING FOR REGULATION AND USE OF THE SYSTEM; AND PRESCRIBING PENALTIES FOR THE VIOLATION OF ITS PROVISIONS. On June 18, 2018, the city of Farmington adopted Ordinance NO. 018-739, granting a franchise to Charter Cable Partners, LLC<1/k/a Charter Communications to construct, operate, and maintain a cable communications system in the city for the purpose of providing cable service; setting forth conditions accompanying the grant of the franchise; providing for regulation and use of the system and the public rights-of-way in conjunction with the city's right-of-way ordinance, and prescribing penalties for the violation of the provisions thereof. Printed copies of each ordinance in its entirety are available for inspection by any person during the city's regular office hours and are posted on the city's website. APPROVED for publication by the City Council of the city of Farmington, Minnesota,this 18th day of June, 2018. CITY OF FARMINGTON By: . i - Todd Larson, Mayor ATTEST: By: avid Mc igh C Administrator 1" Approved as to form thea I day of 2018 B 41.1. city Attiey idfrdir Published in the Farmington Independent the 7-1'11 day ofd 2018. I CITY OF FARMINGTON ORDINANCE NO.01 8-7 3 9 AN ORDINANCE GRANTING A FRANCHISE RENEWAL TO CHARTER CABLE PARTNERS, LLC L/K/A CHARTER COMMUNICATIONS TO CONSTRUCT, OPERATE, AND MAINTAIN A CABLE SYSTEM IN THE CITY OF FARMINGTON, SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF THE FRANCHISE; PROVIDING FOR REGULATION AND USE OF THE SYSTEM; AND PRESCRIBING PENALTIES FOR THE VIOLATION OF ITS PROVISIONS. The City Council of Farmington("City") ordains: Section 1. Repeal and Replace. Ordinance 099-427, (Title 8 Chapter 8) granting a cable franchise to Charter Cable Partners, LLC is hereby repealed in its entirety and replaced with the following: STATEMENT OF INTENT AND PURPOSES The City intends, by the adoption of this Franchise, to bring about the renewal of a Cable Franchise, and the continued operation of a Cable System. Such a renewal can contribute significantly to the cable communications needs and desires of the residents and citizens of the City and the public generally. FINDINGS In the review of the request for renewal of the Franchise by Grantee and negotiations related thereto, and as a result of a public hearing,the City Council makes the following findings: 1. Grantee's technical ability, financial condition, legal qualifications, and character were considered and approved in a full public proceeding after due notice and a reasonable opportunity to be heard; 2. Grantee's plans for operating the Cable System were considered and found adequate and feasible in a full public proceeding after due notice and a reasonable opportunity to be heard; 3. The Franchise granted to Grantee by City complies with the existing applicable State statutes, federal laws and regulations; 4. Grantee has substantially complied with the material terms of the current Franchise under applicable laws; and 5. The Franchise granted to Grantee is nonexclusive. SECTION 1 SHORT TITLE AND DEFINITIONS 512051v3 RJV AP155-1 1.1 Short Title. This Franchise shall be known and cited as the Cable Services Franchise Ordinance. 1.2 Definitions. For purposes of this Franchise, the following terms,phrases, words and their derivations shall have the meaning ascribed to them by the Cable Communications Policy Act of 1984, as amended from time to time (the "Cable Act"), unless otherwise defined herein. Words used in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. All capitalized terms used in the definition of any other term shall have their meaning as otherwise defined in this section. The words "shall" and"will" are mandatory and "may" is permissive. Words not defined shall be given their common and ordinary meaning. (a) "Basic Cable Service"means any service tier which includes the lawful retransmission of local television broadcast signals and any public, educational, and governmental access programming required by the franchise to be carried on the basic tier. Basic Cable Service as defined herein shall be the definition set forth in 47 U.S.C. § 522(3). (b) "Cable Act"means the Cable Communications Act of 1984 as amended, 47 U.S.C. §521 et. seq. (c) "Cable Service" or "Service"means: (i) The one-way transmission to Subscribers of(i) Video Programming, or(ii) Other Programming Service; and (ii) Subscriber interaction, if any, which is required for the selection or use of such Video Programming or Other Programming Service. Cable Service as defined herein shall be the definition set forth in 47 U.S.C. § 522(6). (d) "Cable System," or"System"means a facility, consisting of a set of closed transmission paths and associated signal generation, reception and control equipment that is designed to provide Cable Service which includes Video Programming and which is provided to multiple Subscribers within a community, but such term does not include: (i) A facility that serves only to retransmit the television signals of one (1) or more television broadcast stations; (ii) A facility that serves Subscribers without using any public Rights-of-Way; (iii) A facility of a common carrier which is subject, in whole or in part, to the provisions of 47 U.S.C. § 201 et. seq., except that such facility shall be considered a Cable System (other than for purposes of 47 U.S.C. § 541(c))to the extent such facility is used in the transmission of 512051v3 RJV AP155-1 Video Programming directly to Subscribers; unless the extent of such use is solely to provide interactive on-demand services; (iv) An open video system that complies with 47 U.S.C. § 573; or (v) Any facilities of any electric utility used solely for operating its electric utility system. Cable System as defined herein shall be the definition set forth in 47 U.S.C. § 522(7). (e) "Channel" or"Cable Channel"means a portion of the electromagnetic frequency spectrum which is used in a Cable System and which is capable of delivering a television channel. (f) "City"means the City of Farmington, Minnesota. (g) "Cities"means the Cities of Apple Valley, Farmington and Rosemount, Minnesota collectively. (h) "City Code"means the Municipal Code of the City of Farmington, as may be amended from time to time. (i) "Commission"means the joint powers body formed by the Cities of Apple Valley, Farmington and Rosemount, Minnesota. (j) "Converter"means an electronic device which converts signals to a frequency acceptable to a television receiver of a Subscriber. (k) "Council"means the City Council of the City of Farmington, Minnesota. (1) "Day"unless otherwise specified shall mean a calendar Day. (m) "Drop"means the cable that connects the ground block at the Subscriber's location to the nearest distribution point of the System. (n) "Effective Date" shall mean July 1, 2018. (o) "FCC"means the Federal Communications Commission and any legally appointed, designated or elected agent or successor. (p) "Franchise" means this franchise and the regulatory and contractual relationship established hereby. (q) "Franchise Fee"means, in accordance with 47 U.S.C. § 542(g), any tax, fee, or assessment of any kind imposed by the City or other Governmental Authority on Grantee or cable Subscriber, or both, solely because of their status as such. The term "Franchise Fee" does not include: (i) any tax, fee, or assessment of general applicability (including any such tax, fee, or assessment 512051v3 RJV AP155-1 imposed on both utilities and cable operators or their services but not including a tax, fee, or assessment which is unduly discriminatory against cable operators or Subscribers); (ii) capital costs which are required by the Franchise to be incurred by Grantee for PEG Access facilities; (iii)requirements or charges incidental to the award or enforcement of the Franchise, including payments for bonds, security funds, letters of credit, insurance, indemnification,penalties, or liquidated damages; or(iv) any fee imposed under Title 17 of the United States Code. (r) "Governmental Authority" means any court or other federal, State, county, municipal or other governmental department, commission, board, agency or instrumentality. (s) "Grantee" is Charter Cable Partners, LLC 1/k/a Charter Communications, its lawful successors, transferees or assignees. (t) Gross Revenues"means any and all revenues actually received by the Grantee, as determined in accordance with generally accepted accounting principles ("GAAP"), from the operation of the Cable System to provide Cable Services in the Service Area. Gross Revenues shall not include any taxes, fees or assessments of general applicability imposed or assessed by any Governmental Authority, launch fees, tower rent, network capacity and facilities rent for the provision of non-cable services (including but not limited to voice or data services), investment income, bad debt, credits, refunds, any amounts collected from Subscribers for deposits, FCC Fees or PEG Fees. A Franchise Fee is not such a tax, fee or assessment. The City acknowledges and accepts that Grantee shall maintain its books and records in accordance with GAAP. The parties acknowledge that the Grantee may offer a bundle or package of Cable Services and non-Cable Services at a discounted rate. In order to calculate Gross Revenues, the Grantee will allocate revenues between Cable Services (which are subject to the Franchise Fee) and non-Cable Services (which are not subject to the Franchise Fee but may be subject to other fees and/or taxes) included in the bundle or package of services. The Grantee shall apportion the revenues generated from bundled or packaged services on a proportionate pro rata basis among the services offered unless such allocation methodology is directly in conflict with GAAP, in which case Grantee shall allocate bundled revenues in accordance with GAAP, and in no event shall the Grantee allocate the revenues to evade its Franchise Fee obligations under this Franchise or disproportionately reduce Gross Revenues. (u) "Installation"means the connection of the System from distribution cable to the point of connection, including Standard Installations and custom Installations. 512051v3 RJV AP155-1 (v) "Normal Business Hours"means those hours during which most similar businesses in the City are open to serve customers. In all cases, "Normal Business Hours"must include some evening hours at least one (1)night per week and/or some weekend hours. Cable System Normal Business Hours as defined herein shall be the definition set forth in 47 C.F.R. § 76.309(d). (w) "Normal Operating Conditions"means those service conditions which are within the control of the Grantee. Those conditions which are not within the control of the Grantee include, but are not limited to, natural disasters, civil disturbances,power outages,telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of the Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System. Normal Operating Conditions as defined herein shall be the definition set forth in 47 C.F.R. § 76.309(d). (x) "Other Programming Service" means information that a cable operator makes available to all Subscribers generally. Other Programming Services as defined herein shall be the definition set forth in 47 U.S.C. § 522 (14). (y) "PEG" means public, educational and governmental. (z) "Person" means any individual or any association, firm, general partnership, limited partnership,joint stock company,joint venture, trust, corporation, limited liability company or other legally recognized entity, private or public, whether for-profit or not-for-profit. (aa) "Service Area"means the entire geographic area within the City as it is now constituted or may in the future be constituted, unless otherwise specified in this Franchise. (bb)"Standard Installation"means any residential Installation which can be completed using an aerial Drop of one hundred twenty-five (125) feet. (cc) "State"means the State of Minnesota. (dd) "Right of Way." "Rights-of-Way" or "ROW"means the area on, below, or above a public roadway, highway, street, cartway, bicycle lane, and public sidewalk in which the City has an interest, including other dedicated rights-of- way for travel purposes and utility easements of local government units including the City. (ee) "Subscriber"means any Person who lawfully elects to subscribe to Cable Service via the System. Subscriber as defined herein shall be the definition set forth in 47 C.F.R. § 76.5(ee). (ff) "Video Programming" means programming provided by, or generally considered comparable to programming provided by, a television broadcast 512051v3 RJV AP155-1 station. Video Programming as defined herein shall be the definition set forth in 47 U.S.C. § 522(20). 1.3 Written Notice. All notices, reports or demands required or permitted to be given under this Franchise shall be in writing and shall be deemed to be given when delivered personally to the party designated below, or when five (5) Days have elapsed after it has been deposited in the United States mail in a sealed envelope, with registered or certified mail, postage prepaid thereon, or on the next business Day if sent by express mail or nationally recognized overnight air courier addressed to the party to which notice, report or demand is being given, as follows: If to City: City of Farmington 430 Third Street Farmington, MN 55024 If to Grantee: Charter Communications Attn: Vice President, Legal Operations 12405 Powerscourt Drive St. Louis, MO 63131 With a courtesy copy to: Charter Communications 16900 Cedar Avenue South Rosemount, MN 55068 Such addresses may be changed by either party upon notice to the other party given as provided in this section. SECTION 2 GRANT OF AUTHORITY AND GENERAL PROVISIONS 2.1 Franchise Required. It shall be unlawful for any Person to construct, install, operate or maintain a Cable System or to offer Cable Service in the City unless such Person or the Person for whom such action is being taken shall have first obtained and shall currently hold a valid cable television franchise. The City shall at all times comply with the level playing field statute at Minnesota Statutes Section 238.08 and any other applicable state or federal level playing field requirements. 2.2 Grant of Franchise. (a) This nonexclusive Franchise is granted pursuant to the terms and conditions contained herein. The City hereby authorizes Grantee to occupy or use the City's Rights- of-Ways subject to: 1)the provisions of this non-exclusive Franchise to provide Cable Service within the City; and 2) all generally applicable nondiscriminatory and competitively neutral provisions of the City Code. Nothing in this Franchise shall be construed to prohibit Grantee from: (1) providing services other than Cable Services; or (2) challenging any exercise of the City's legislative or regulatory authority in an appropriate forum. The City hereby reserves all of its rights to regulate such other 512051v3 RJV AP155-1 services to the extent not prohibited by applicable law and no provision herein shall be construed to limit or give up any City right to regulate. (b) The City shall endeavor to require developers of future subdivisions to allow and accommodate the construction of the System as part of any provisions for utilities to serve such subdivisions. (c) The Grantee agrees to comply with the terms of any lawfully adopted generally applicable local ordinance related to the safety, health, and welfare of the public or use of Rights-of-Way, to the extent that the provisions of the ordinance do not conflict with this Franchise. This Franchise is a contract and except as to those changes which are the result of the City's lawful exercise of its general police power, the City may not take any unilateral action which materially changes the explicit mutual promises in this contract. Any changes to this Franchise must be made in writing signed by the Grantee and the City. In the event of any conflict between this Franchise and any City ordinance or regulation that is not generally applicable, this Franchise shall control. Grantee reserves all rights it may have to challenge any modifications to the City Code whether arising in contract or at law. The City reserves all of its rights and defenses to such challenges whether arising in contract or at law. (d) Nothing in this Franchise shall (a) abrogate the right of the City to perform any public works or public improvements of any description, (b) be construed as a waiver of any codes or ordinances promulgated by the City, or(c) be construed as a waiver or release of the rights of the City in and to the Rights-of-Way, or (d) be construed as a waiver or release of rights of the Grantee. (e) This Franchise complies with the Minnesota franchise standards set forth in Minnesota Statutes Section 238.084. The City and the Grantee shall conform to Minnesota laws promulgated subsequent to the date of this Franchise. The City and the Grantee shall conform to federal laws and regulations as they become effective. 2.3 Additional Providers (a) The Franchise granted herein shall be nonexclusive. (b) The City acknowledges that under Minn. Stat. §238.08, Subd. 1(b) it may only grant additional franchises to provide Cable Service within the City on terms and conditions no more favorable or less burdensome than those in this Franchise pertaining to: (1) the area served; (2) public, educational, or governmental access requirements; or (3) franchise fees. Additionally, and beyond the requirements of Minn. Stat. §238.08,the City agrees that Grantee's obligations under this Franchise with regard to ROW access and responsibilities, complimentary service to public buildings, penalties and security, sale or transfer of ownership shall not be more burdensome or less favorable than those imposed on any such Additional Provider(defined below). (c) If any other provider of Cable Services is lawfully authorized by the City to provide such services using facilities located wholly or partly in the Rights-of-Way of the 512051v3 RJV AP155-1 City ("Additional Provider(s)"),the City shall, within thirty(30) Days of a written request from Grantee, modify this Franchise to ensure that the obligations imposed by Section 2.3(b) have been met. (d) If the City fails to make modifications consistent with Section 2.3(b) Grantee shall have the right to initiate an action in the state or federal district court for breach of contract or other appropriate claims and seek any and all appropriate relief, including specific performance. (e) Nothing in this Franchise shall impair the right of the City or Grantee to seek other remedies available under law. (f) In the event City initiates the franchising process pursuant to Minn. Stat. §238.081, the City shall notify Grantee in writing of its intent to initiate the franchising process prior to doing so. (g) Grantee shall have the right to operate the Cable System to the extent provided in any future amendment to applicable state or federal law. 2.4 Term. The initial term of this Franchise shall be for the period of ten (10)years from the date of acceptance by Grantee, unless renewed, revoked or, terminated sooner as herein provided ("Initial Term"). The Initial Term may be extended by mutual agreement of the parties. 2.5 Previous Franchise. Upon acceptance of this Franchise by Grantee as required in Section 11.2 herein, this Franchise shall supersede and replace any previous Franchise and Regulatory Ordinance granting a franchise to Grantee to own, operate and maintain a Cable System within the City. The Franchise adopted by Ordinance No. 099-427 is hereby repealed. 2.6 Rules of Grantee. The Grantee shall have the authority to promulgate such rules, regulations, terms and conditions governing the conduct of its business as shall be reasonably necessary to enable said Grantee to exercise its rights and perform its obligation under this Franchise and to assure uninterrupted service to each and all of its Subscribers; provided that such rules, regulations, terms and conditions shall not be in conflict with provisions hereto, the City Code or applicable law. 2.7 Territorial Area Involved. This Franchise is granted for the Service Area. (a) Grantee shall maintain the Cable System in a commercially reasonable manner. (b) Notwithstanding the foregoing, the Grantee shall have the right, but not the obligation, to extend the Cable System into any portion of the Service Area, provided, however, that if any Additional Provider operating in the City as of the Effective Date of this Franchise ceases the provision of Cable Service in the City, then the Grantee shall be obligated to extend the System and offer Service to all portions of the Service Area in which there is a minimum of thirty-five (35) homes per linear stand mile of cable as measured from Grantee's closest trunk line or distribution cable actively delivering Service. The Grantee shall be afforded a reasonable period of time to extend the System and make Service available, not to exceed six (6) months from a request for Service. 512051v3 RJV AP155-1 SECTION 3 CONSTRUCTION STANDARDS 3.1 Permits. Grantee shall not construct any Cable System facilities until Grantee has secured the permits from City required by applicable law. 3.2 Grantee's Facilities and Equipment. (a) In those areas of the City where transmission or distribution facilities of all the utilities providing telephone and electric power service are underground, the Grantee likewise shall construct, operate and maintain its transmission and distribution facilities therein underground. (b) Grantee shall be granted access to any easements granted to a public utility, municipal utility or utility district in any areas annexed by City or new developments. (c) In those areas of the City where Grantee's cables are located on the above- ground transmission or distribution facilities of the utility providing telephone or electric power service, and in the event that the facilities of both such utilities subsequently are placed underground, then the Grantee likewise shall construct, operate and maintain its transmission and distribution facilities underground. (d) Certain of Grantee's equipment, such as pedestals, amplifiers and power supplies, which normally are placed above ground, may continue to remain in above-ground closures. 3.3 Conditions on Right-of-Way Use. (a) Nothing in this Franchise shall be construed to prevent City from constructing, maintaining, repairing or relocating sewers; grading, paving, maintaining, repairing, relocating and/or altering any Right-of-Way; constructing, laying down, repairing, maintaining or relocating any water mains; or constructing, maintaining, relocating, or repairing any sidewalk or other public work consistent with applicable law. (b) Relocation for the City. The Grantee shall, upon receipt of reasonable advance written notice, to be not less than ten (10) business Days, protect, support, temporarily disconnect, relocate, or remove any property of Grantee when lawfully required by the City pursuant to its police powers. Grantee shall be responsible for any costs associated with these obligations to the same extent all other users of the City rights-of-way are responsible for the costs related to the relocation of their facilities. (c) Relocation for a Third Party. The Grantee shall, on the request of any Person holding a lawful permit issued by the City, protect, support, raise, lower, temporarily disconnect, relocate in or remove from the Right-of-Way as necessary any property of the Grantee, provided that the expense of such is paid by any such Person benefiting from the relocation and the Grantee is give reasonable advance written notice 512051v3 RJV AP155-1 to prepare for such changes. The Grantee may require such payment in advance. For purposes of this subsection, "reasonable advance written notice" shall be no less than ten (10) business Days in the event of a temporary relocation and no less than one hundred twenty (120) Days for a permanent relocation. (d) Reimbursement of Costs. If funds are available to any Person using the Rights-of-Way for the purpose of defraying the cost of any of the foregoing, the City shall reimburse the Grantee in the same manner in which other Persons affected by the requirement are reimbursed. If the funds are controlled by another governmental entity, the City shall make application for such funds on behalf of the Grantee. (e) The Grantee shall, on request of any Person holding a moving permit issued by City, temporarily move its wires or fixtures to permit the moving of buildings with the expense of such temporary removal to be paid by the Person requesting the same, and the Grantee shall be given not less than ten(10) Days advance notice to arrange for such temporary changes. (f) Nothing in this Franchise shall be construed to prevent the City from adopting and enforcing requirements for the usage of Rights-of-Way, or from constructing,maintaining, repairing or relocating utility facilities, streets or sidewalks, or from grading,paving, maintaining,repairing,relocating and/or altering any Right-of-Way. (g) All System facilities shall be located so as not to obstruct or interfere with the use of Right-of-Way, and so as not to unnecessarily interfere with the usual and customary trade,traffic, or travel upon the streets and public places in the franchise area or endanger the life of property of any Person. 3.4 Tree Trimming. Grantee shall have the authority to trim trees, in accordance with applicable law. 3.5 Protection of Facilities. Nothing contained in this section shall relieve any Person from liability arising out of the failure to exercise reasonable care to avoid damaging Grantee's facilities while performing any work connected with grading, regrading or changing the line of any Rights-of-Way or public place or the construction or reconstruction of any sewer or water system. 3.6 Safety requirements. The Grantee shall at all times keep and maintain the System in good condition, order, and repair so as to avoid endangering the life or property of any Person; employ ordinary and reasonable care and common industry practices to avoid causing damage, injuries, or nuisances to the public, and; keep and maintain the System in accordance with all federal, state and local laws and regulations including the National Electric Safety Code. 3.7 Drop burial. Grantee shall bury all underground drops in a reasonable time period which shall not exceed ten (10) business Days, subject to weather conditions and the completion of required utility locates. In the event the ground is frozen, Grantee shall be 512051v3 RJV AP155-1 permitted to delay burial until the ground is suitable for burial which in no event shall be later than June 30th. 3.8 Repair of Rights-of-Way and property. Any and all Rights-of-Way or public property disturbed or damaged during the construction, repair, replacement, relocation, operation, maintenance or reconstruction of the System shall be promptly and fully restored by Grantee at its expense in accordance with any generally applicable ordinance governing Rights-of-Way. SECTION 4 DESIGN PROVISION 4.1 Cable System Design and Functionality. As of the Effective Date of this Agreement, the Grantee operates a 750 MHz Hybrid Fiber-Coax Cable System. The parties acknowledge that the current design of the Cable System does not preclude the use of new technologies in the future. 4.2 Programming Decisions. (a) Grantee shall carry broad categories of video programming, including local news, sports, and entertainment. Any change in the broad categories of video programming or other information services shall require City approval consistent with 47 U.S.C. §544(b),which approval shall not be unreasonably withheld. (b) Grantee shall comply with federal law regarding notice to the City and Subscribers prior to any Channel additions, deletions, or realignments. 4.3 Technical Standards. The technical standards used in the operation of the Cable System shall comply, at minimum, with the technical standards promulgated by the FCC relating to Cable Systems pursuant to Title 47, Section 76, Subpart K of the Code of Federal Regulations, as may be amended or modified from time to time, which regulations are expressly incorporated herein by reference. 4.4 Special Testing. City may require special testing of a location or locations within the System if there is a particular matter of controversy or unresolved complaints pertaining to such location(s). Demand for such special tests may be made on the basis of complaints received or other evidence indicating an unresolved controversy or noncompliance. Such tests shall be limited to the particular matter in controversy or unresolved complaints. The City shall arrange its request for such special testing so as to minimize hardship or inconvenience to Grantee or to the Subscribers caused by such testing. Before ordering such tests, Grantee shall be afforded thirty (30) Days to correct problems or complaints upon which tests were ordered. The City shall meet with Grantee prior to requiring special tests to discuss the need for such and, if possible, visually inspect those locations which are the focus of concern. If, after such meetings and inspections, City wishes to commence special tests and the thirty (30) Days have elapsed without correction of the matter in controversy or unresolved complaints, the tests shall be conducted by a qualified engineer mutually selected by City and Grantee based on a mutually agreed upon scope of work. The parties shall bear their respective costs for the testing. 512051v3 RJV AP155-1 4.5 FCC Reports. The results of tests required to be filed by Grantee with the FCC shall also be copied to City within ten(10) Days of the conduct of the date of the test. 4.6 Emergency Alert Capability. At all times during the term of this Franchise, Grantee shall provide and maintain an Emergency Alert System (EAS) consistent with applicable federal law and regulations including 47 C.F.R., Part 11, and any Minnesota State Emergency Alert System requirements. The City may identify authorized emergency officials for activating the EAS consistent with the Minnesota State Emergency Statewide Plan("EAS Plan"). 4.7 Parental Control Lock. To the extent required by applicable law, Grantee shall provide, for sale or lease, to Subscribers, upon request, a parental control locking device or digital code that permits inhibiting the video and audio portions of any Channels offered by Grantee. SECTION 5 SERVICE PROVISIONS 5.1 Rate Regulation. The City reserves the right to regulate rates for Basic Cable Service and any other services offered over the Cable System, to the extent authorized by applicable law. 5.2 Leased Channel Service. Grantee shall offer leased channel service on reasonable terms and conditions and in accordance with applicable law. 5.3 Service to Public Buildings. (a) For a period of one (1) year after the Effective Date, Grantee shall provide Basic Cable Service, or its lowest cost level of Cable Service, to a single Drop, with one (1) Converter (if necessary)to one (1) outlet, free of charge, at each public institution, elementary and secondary school building and public library building that currently receives complimentary Cable Service as of the Effective Date of this Franchise on a voluntary basis, as listed in the exhibit attached hereto as Exhibit A-1. Thereafter, Grantee shall provide the aforementioned service to fifty percent (50%) of the agreed upon locations attached hereto as Exhibit A-2; provided, however, Grantee shall not be required to extend service to any building or site not listed on Exhibit A-1 even if that results in Grantee serving less than fifty percent (50%) of the agreed upon locations attached hereto as Exhibit A-2. (b) Any public institution, elementary and secondary school building or public library building that receives Cable Service pursuant to this Section 5.3 shall be responsible for any costs incurred by Grantee to repair or replace any Drops, outlets or equipment required to receive or distribute the Cable Service. 5.4 Consumer Protection and Service Standards. Grantee shall comply with the FCC Customer Service Rules at 47 CFR §76.309, as may be amended, and the following: (a) Complaint records. Subject to Grantee's need to maintain the privacy of certain information, the Grantee shall at all times maintain a record of all written complaints received regarding interruptions or degradation of Cable Service and the 512051v3 RJV AP155-1 resolution of such complaints, which shall be maintained for one (1) year. Upon request, Grantee shall make available for the City's review a written summary of such complaints and their resolution in accordance with Sections 7.3 and 7.4 herein. Upon request, Grantee will also make reports available with respect to the objectively measurable service standards established at 47 CFR §76.309. (b) Additional customer service requirements. The City expressly reserves authority to adopt additional or modified customer service requirements to the extent provided in applicable FCC regulations. 5.5 Intentionally Omitted. 5.6 Sales Procedures. Grantee shall have the right to market door-to-door during reasonable hours consistent with this Franchise and existing local ordinances and regulation. 5.7 Subscriber Contracts. Grantee shall, upon written request, provide the City with any standard form residential Subscriber contract utilized by Grantee for Cable Service. If no such written contract exists, Grantee shall file with the City a document completely and concisely stating the length and terms of the Subscriber contract offered to customers. The length and terms of any standard form Subscriber contract(s) shall be available for public inspection during Normal Business Hours. Upon request, a list of Grantee's current Subscriber rates and charges for Cable Service shall be maintained on file with City, unless otherwise available on its consumer website, and shall be available for public inspection. For purposes of this section, the availability of this information on Grantee's website shall constitute compliance. 5.8 Refund Policy. If a Subscriber's Cable Service is interrupted or discontinued, without cause, for twenty-four (24) or more consecutive hours, Grantee shall, upon request by the Subscriber, credit such Subscriber pro rata for such interruption. For this purpose, every month will be assumed to have thirty (30) Days. 5.9 Late Fees. Grantee shall comply with all applicable laws with respect to any assessment, charge, cost, fee or sum, however characterized,that Grantee imposes upon a Subscriber for late payment of a bill. 5.10 Disputes. All Subscribers and members of the general public may direct complaints, regarding Grantee's Service or performance to the chief administrative officer of the City or the chief administrative officer's designee, which may be a board of the City or the Commission. Grantee shall endeavor to resolve Subscriber complaints within thirty(30) Days. 5.11 Customer Bills. Customer bills shall be designed in such a way as to present the information contained therein clearly and comprehensibly to Customers, and in a way that (a) is not misleading and (b) does not omit material information. Notwithstanding anything to the contrary in Section 5.4(d), above, Grantee may, in its sole discretion, consolidate costs on Customer bills as may otherwise be permitted by Section 622(c) of the Cable Act (47 U.S.C. §542(c)). 512051v3 RJV AP155-1 5.12 Local Office and Repair Phone Line. Grantee shall maintain a conveniently located customer service office which shall be staffed and open during Normal Business Hours. Grantee shall also maintain a local or toll-free telephone Subscriber complaint line, available to its Subscribers twenty-four(24) hours per Day, seven (7) Days a week. In the event Grantee elects to close its local office, Grantee shall provide at least sixty (60) Days prior written notice to the City. 5.13 Notification of Complaint Procedure. Grantee shall have printed clearly and prominently on each Subscriber bill and in the customer service agreement provided for in Section 5.3(e), the twenty-four(24) hour Grantee phone number for Subscriber complaints. Additionally, Grantee shall provide information to customers concerning the procedures to follow when they are unsatisfied with measures taken by Grantee to remedy their complaint. This information will include the phone number of the City office or Person designated to handle complaints. Additionally, Grantee shall state that complaints should be made to Grantee prior to contacting the City. 5.14 Subscriber Privacy. Only for so long as and to the extent required by Minn. Stat. §238.084 Subd. 1(s), no signals including signals of a Class IV Channel may be transmitted from a Subscriber terminal for purposes of monitoring individual viewing patterns or practices without the express written permission of the Subscriber. 5.15 Grantee Identification. Grantee shall provide all customer service technicians and all other Grantee employees entering private property with appropriate picture identification so that Grantee employees may be easily identified by the property owners and Subscribers. SECTION 6 PUBLIC ACCESS PROVISIONS 6.1 Intentionally omitted 6.2 Public, Educational and Government Access Facilities. City or its designee is hereby designated to operate, administer,promote, and manage the PEG programming (hereinafter"PEG Access") to the Cable System established pursuant to this Section 6. Grantee shall have no responsibility whatsoever for PEG Access except as expressly stated in this Section 6 and Exhibit B. 6.3 Grantee Support for PEG Usage. In accordance with the provisions of the Cable Act and Minnesota Statutes Section 238.084, Grantee shall provide and make available for PEG Access usage within the Service Area the following: (a) Provision and use of the funds and Channels designated in Exhibit B of this Franchise for local educational and governmental programming and access use in accordance with the requirements of Exhibit B. (b) Maintenance of the PEG Access Facilities and Channels, and support of educational and governmental programming to the extent specified in Exhibit B and D. Exhibit D shall be prepared annually and submitted to Grantee within ninety (90) Days after the end of each calendar year. 512051v3 RJV AP155-1 (c) PEG Access Facilities shall be operated by the City and PEG Channels shall be programmed by the City or its lawful designee. SECTION 7. OPERATION AND ADMINISTRATION PROVISIONS 7.1 Franchise Fee. (a) The City agrees to impose identical Franchise Fee obligations (including but not limited to the Franchise Fee percentage and the Gross Revenue definition on which the Franchise Fee is paid) on all Additional Providers of Service in the City. To the extent City fails to do so, Grantee shall have the right to pursue Franchise modification pursuant to Section 2.3 herein. If City and Grantee fail to agree on modifications pursuant to the process established in Section 2.3(c), Grantee shall have the right to eliminate or reduce any Franchise Fee obligations to an amount equivalent to that imposed on a competing provider to make Grantee's Franchise Fee financial obligations equivalent to that imposed on an Additional Provider. (b) During the term of the Franchise, Grantee shall pay quarterly to the City a Franchise Fee of five percent(5%) of Gross Revenues. (c) Each Franchise Fee payment shall be paid quarterly not later than forty- five (45) Days following the end of a given quarter and shall be accompanied by a Franchise Fee Payment Worksheet substantially in the form attached hereto as Exhibit C. Any Franchise Fees owing pursuant to this Franchise which remain unpaid more than forty-five (45) Days after the dates specified herein shall be past due and subject to interest at an annual rate of the prime interest rate during the period of underpayment plus 1%. (d) Except as otherwise provided by law, no acceptance of any payment by the City shall be construed as a release or as an accord and satisfaction of any claim the City may have for further or additional sums payable as a Franchise Fee under this Franchise or for the performance of any other obligation of the Grantee. (e) No more than once every three (3) years and upon thirty (30) Days prior written notice, City shall have the right to conduct an independent review/audit of Grantee's records solely for the purpose of assessing Grantee's compliance with the Franchise Fee obligation herein. In the event the audit reveals an underpayment of five (5%) or more of the Franchise Fee amounts due during the period audited, the Grantee shall reimburse the City's audit fees and expenses in full. 7.2 Reports. 512051v3 RJV AP155-1 (a) Grantee shall provide City with an annual statement, within ninety (90) Days of the close of each calendar year end, reflecting the total amounts of Gross Revenues and all payments, and computations of the Franchise Fee for the previous calendar year. (b) Upon request, Grantee shall provide City with a summary of service calls, identifying the number, general nature and disposition of such calls shall be submitted to the City within thirty (30) Days following its request in a form reasonably acceptable to the City. (c) All reports and records required under this Franchise shall be furnished at the sole expense of Grantee, except as otherwise provided in this Franchise. 7.3 Records Required and City's Right to Inspect. (a) Grantee shall at all times maintain a full and complete set of plans, records and"as-built" drawings and/or maps showing the location of the Cable System installed or in use in the City, exclusive of Subscriber Service Drops and equipment provided in Subscribers' homes. (b) Subject to the privacy provisions of the Cable Act and confidentiality designation of certain records under the Minnesota Data Practices Act, Min. Stat. Ch. 13 or other applicable law, throughout the term of this Franchise, the Grantee agrees that the City, upon reasonable prior written notice of thirty (30) Days to the Grantee, and no more than once per calendar year, may review such of the Grantee's books and records regarding the operation of the Cable System and the provision of Cable Service in the Franchise Area which are reasonably necessary to monitor and enforce Grantee's compliance with the provisions of this Franchise ("Records"). Such notice shall specifically reference the section(s) of the Franchise that are under review so that the Grantee may organize the necessary Records for easy access by the City. Grantee shall make available for review such Records as soon as possible and in no event more than thirty(30) Days unless Grantee explains that it is not feasible to meet this timeline and provides a written explanation for the delay and an estimated reasonable date for when such information will be provided. All such Records pertaining to financial matters that may be the subject of an inspection by the City shall be retained by the Grantee for a period of six (6) years, pursuant to Minnesota Statutes Section 541.05. The Grantee shall not deny the City access to Records on the basis that they are under the control of any parent corporation, affiliated entity or a third party. Grantee shall provide all Records requested by the City or City's agent in the following manner: 1) at a conference room in City Hall; or 2) at Grantee's office located in or near the City; or 3) via mail or electronic communication acceptable to the City and Grantee. All Records shall be subject to the provisions of this Franchise and applicable law regarding confidentiality. 7.4 Confidential Information. (a) Subject to applicable law, Grantee may choose to provide any confidential Records that it is obligated to make available to the City pursuant to this Franchise, by 512051v3 RJV AP155-1 allowing the City, or its designated representative(s), to view the Records at a mutually agreeable location and without City obtaining its own copies of such Records. Grantee may also choose to provide any confidential or proprietary Records pursuant to a mutually acceptable non-disclosure agreement with a City designated agent. The intent of the parties is to work cooperatively to ensure that Records reasonably necessary for City's monitoring and enforcement of Franchise obligations are available to City while protecting Grantee's confidential information all in accordance with applicable law. To the extent that Grantee does provide Records directly to the City, City agrees not to disclose Records except as required by applicable law. Grantee shall be responsible for clearly and conspicuously identifying the Records as confidential or proprietary. Grantee acknowledges that the Minnesota Data Practices Act, Minn. Stat. Chapter 13 ("MDPA") places limitations on the ability of the City to refuse public disclosure of certain information unless such information meets the statutory requirements set forth in the MDPA. (b) If the City believes it must release any such confidential or proprietary Records in the course of enforcing this Franchise, or for any other reason including compliance with the MDPA, it shall advise Grantee in advance so that Grantee may take appropriate steps to protect its interests. The City agrees that,to the extent permitted by the MDPA and applicable law, it shall deny access to any of Grantee's Records marked confidential, as set forth above, to any Person and that it shall furnish only that portion of the Grantee's Records required under the MDPA and applicable law. SECTION 8 GENERAL FINANCIAL AND INSURANCE PROVISIONS 8.1 Letter of Credit. (a) At the time of acceptance of this franchise, Grantee shall deliver to the City an irrevocable and unconditional letter of credit in the amount of Ten Thousand Dollars ($10,000.00). (b) In addition to recovery of any monies owed by Grantee to City or damages to City as a result of any acts or omissions by Grantee pursuant to the Franchise, City in compliance with this section may charge to and collect from the letter of credit the following liquidated damages: 1. For failure to provide data, documents, reports or information required herein,the penalty shall be Fifty Dollars($50.00)per Day for each Day,or part thereof,such failure occurs or continues. 2. For failure to comply with construction, operation, customer service, or maintenance standards, the penalty shall be One Hundred Dollars ($100.00) per Day for each Day, or part thereof, such failure occurs or continues. 3. For failure to meet the PEG access requirements set forth in Section 6 of 512051v3 RJV AP155-1 this Franchise, the penalty shall be One Hundred Dollars ($100.00) per Day for each Day,or part thereof, such failure occurs or continues. 4. For failure to comply with any of the provisions of this Franchise, the penalty shall be Fifty Dollars ($50.00)per Day for each Day, or part thereof, such violation continues. Each violation of any provision of this Franchise shall be considered a separate violation for which a separate penalty can be imposed. 8.2 Procedure for Franchise Enforcement. Whenever the City finds that Grantee has allegedly violated one (1) or more terms, conditions or provisions of this Franchise, a written notice shall be given to Grantee. The written notice shall describe in reasonable detail the alleged violation so as to afford Grantee an opportunity to remedy the violation. Grantee shall have thirty (30) Days subsequent to receipt of the notice in which to correct the violation. Grantee may, within thirty (30) Days of receipt of notice, notify the City that there is a dispute as to whether a violation or failure has, in fact, occurred. Such notice by Grantee shall specify with particularity the matters disputed by Grantee and shall stay the running of the above-described time and the accrual of penalties. (a) City shall hear Grantee's dispute at a mutually agreed upon time. Grantee shall have the right to speak and introduce evidence. The City shall determine if Grantee has committed a violation and shall make written findings of fact relative to its determination. If a violation is found, Grantee may petition for reconsideration. (b) If after hearing the dispute, the claim is upheld by the City, then Grantee shall have thirty (30) Days within which to remedy the violation before the City may seek to draw on the letter of credit. (c) Grantee may appeal any adverse decision by the City which shall stay the City's right to draw on the letter of credit until such time as the action has been finally adjudicated by a court of competent jurisdiction. 8.3 Time for Correction of Violation. The time for Grantee to correct any alleged violation may be extended by the City if the necessary action to correct the alleged violation is of such a nature or character as to require more than thirty (30) Days within which to perform provided Grantee commences corrective action within fifteen(15) Days and thereafter uses reasonable diligence, as determined by the City,to correct the violation. 8.4 Letter of Credit Cap. If City draws upon the letter of credit or any subsequent letter of credit delivered pursuant hereto, in whole or in part, Grantee shall replace or replenish to its full amount up the maximum provided by this Section 8.4 the same within ten(10) Days and shall deliver to City a like replacement letter of credit or certification of replenishment for the full amount stated in Section 8.1(a) as a substitution of the previous letter of credit. This shall be a continuing obligation for any draws upon the letter of credit up to an aggregate total of Twenty-Five Thousand and No/100 Dollars ($25,000.00) over the Franchise term. 512051v3 RJV AP155-1 8.5 Liability Insurance. (a) Grantee shall with its acceptance of this Franchise, and at its sole expense, take out and maintain during the term of this Franchise commercial general liability insurance with a company licensed to do business in the State of Minnesota that shall protect the Grantee, the City and their officials, officers, directors, employees and agents from claims which may arise from operations under this Franchise, whether such operations be by the Grantee, its officials, officers, directors, employees and agents or any subcontractors of Grantee. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from Grantee's vehicles, products and operations. The amount of insurance for single limit coverage applying to bodily and personal injury and property damage shall not be less than Three Million Dollars ($3,000,000.00) which may be satisfied by an umbrella liability policy. The following shall be included in the liability policy: 1. The policy shall provide coverage on an"occurrence"basis. 2. The policy shall cover personal injury as well as bodily injury. 3. The policy shall cover blanket contractual liability subject to the standard universal exclusions of contractual liability included in the carrier's standard endorsement as to bodily injuries,personal injuries and property damage. 4. Property damage liability shall be afforded. 5. The City shall be named as an additional insured on the policy. 6. An endorsement shall be provided which states that the coverage is primary insurance and that no other insurance maintained by the City will be called upon to contribute to a loss under this coverage. 7. Standard form of cross-liability shall be afforded. (b) Cancellation notice will be provided for any reason other than non- payment of premium and material alteration and requires the City provide Grantee a valid contact name and e-mail address (with any changes to the contact name or e-mail address being the responsibility of the City) (c) Grantee shall submit to City documentation of the required insurance, including a certificate of insurance evidencing these requirements. 8.6 Indemnification. (a) Grantee shall indemnify, defend and hold City, its officers, boards, commissions, agents and employees (collectively the "Indemnified Parties") harmless from and against any and all lawsuits, claims, causes of action, actions, liabilities, demands, damages, 512051v3 RJV AP155-1 judgments, settlements, disability, losses, expenses (including attorney's fees and disbursements of counsel) and costs of any nature that any of the Indemnified Parties may at any time suffer, sustain or incur arising out of, based upon or in any way connected with the grant of this Franchise, the operation of Grantee's System,the breach by Grantee of its obligations under this Franchise and/or the activities of Grantee, its subcontractor, employees and agents hereunder. Grantee shall be solely responsible for and shall indemnify, defend and hold the Indemnified Parties harmless from and against any and all matters relative to payment of Grantee's employees, including compliance with Social Security and withholdings. (b) The indemnification obligations of Grantee set forth in this Franchise are not limited in any way by the amount or type of damages or compensation payable by or for Grantee under Workers' Compensation, disability or other employee benefit acts, acceptance of insurance certificates required under this Franchise, or the terms, applicability or limitations of any insurance held by Grantee. (c) City does not, and shall not, waive any rights against Grantee which it may have by reason of the indemnification provided for in this Franchise, because of the acceptance by City, or the deposit with City by Grantee, of any of the insurance policies described in this Franchise. (d) The indemnification of City by Grantee provided for in this Franchise shall apply to all damages and claims for damages of any kind suffered by reason of any of the Grantee's operations referred to in this Franchise, regardless of whether or not such insurance policies shall have been determined to be applicable to any such damages or claims for damages. (e) Grantee shall not be required to indemnify City for negligence or misconduct on the part of City or its officials, boards, commissions, agents, or employees. City shall hold Grantee harmless, subject to the limitations in Minnesota Statutes Chapter 466, for any damage resulting from the negligence or misconduct of the City or its officials, boards, commissions, agents, or employees in utilizing any PEG Channels, equipment, or facilities and for any such negligence or misconduct by City in connection with work performed by City and permitted by this Franchise, on or adjacent to the Cable System. 8.7 Process. In order for City to assert its rights to be indemnified, defended, and held harmless, City must, with respect to each claim: i. Promptly notify Grantee within ten(10) business Days in writing of any claim or legal proceeding which gives rise to such right; ii. Afford Grantee the opportunity to participate in and fully control any compromise, settlement or other resolution or disposition of any claim or proceeding; and iii. Fully cooperate with reasonable requests of Grantee, at Grantee's expense, in its participation in, and control, compromise, settlement or 512051v3 RJV AP155-1 resolution or other disposition of such claim or proceeding subject to subparagraph(ii) above. 8.8 Grantee's Insurance. Grantee shall not commence any Cable System reconstruction work or permit any subcontractor to commence work until all insurance required under this Franchise has been obtained. Said insurance shall be maintained in full force and effect until the expiration of this Franchise. 8.9 Workers' Compensation Insurance. Grantee shall obtain and maintain Workers' Compensation Insurance for all of Grantee's employees, and in case any work is sublet, Grantee shall require any subcontractor similarly to provide Workers' Compensation Insurance for all of their employees, all in compliance with State laws. Grantee shall provide the City with a certificate of insurance indicating Workers' Compensation coverage upon its acceptance of this Franchise. SECTION 9 SALE,ABANDONMENT, TRANSFER AND REVOCATION 9.1 Abandonment of Service. Grantee may not abandon the System or any portion thereof without having first given three (3) months written notice to City. Grantee may not abandon the System or any portion thereof without compensating City for damages resulting from the abandonment. 9.2 Removal After Termination or Forfeiture. (a) In the event of termination or forfeiture of the Franchise, City shall have the right to require Grantee to remove all or any portion of the System from all Rights-of- Way and public property within City associated solely with the provision of Cable Service; provided, however, that if Grantee is providing services other than Cable Services or pursuant to Minnesota Statutes, Section 237.01 et seq., City shall not require the removal of the System. Nothing in this section shall be deemed either to grant or to preclude the provision of services other than Cable Services. (b) If Grantee has failed to commence removal of System, or such part thereof as was designated by City, within one hundred twenty (120) Days after written notice of City's demand for removal is given, or if Grantee has failed to complete such removal within twelve (12) months after written notice of City's demand for removal is given, City shall have the right to declare all right, title, and interest to the System to be in City with all rights of ownership including, but not limited to, the right to operate the System or transfer the System to another for operation by it pursuant to the provisions of 47 U.S.C. § 547 (1989). 9.3 Sale or Transfer of Franchise. (a) No sale, transfer, or assignment of this Franchise, or"fundamental corporate change", as defined in Minnesota Statutes, Section 238.083, in Grantee, shall take place until a written request is filed with City for its approval, provided, however, 512051v3 RJV AP155-1 that said approval shall not be required where Grantee grants a security interest in its Franchise and assets to secure an indebtedness. (b) City shall have thirty(30) Days from the time of the request to reply in writing and indicate its determination that a public hearing is necessary due to potential adverse effect on Grantee's Subscribers resulting from the sale or transfer. Such determination shall be expressed in writing. (c) If a public hearing is deemed necessary pursuant to subparagraph(b) above, such hearing shall be commenced within thirty (30) Days of such determination and notice of any such hearing shall be given in accordance with local law or fourteen (14) Days prior to the hearing by publishing notice thereof once in a newspaper of general circulation in City. The notice shall contain the date,time and place of the hearing and shall briefly state the substance of the action to be considered by City. (d) Thereafter, City shall approve or deny in writing the sale or transfer request. City shall set forth in writing its reason(s) for denying approval. City shall not unreasonably withhold its approval. (e) The parties to the sale or transfer of the Franchise only, without the inclusion of the System in which substantial construction has commenced, shall establish that the sale or transfer of only the Franchise will be in the public interest. (f) Any sale or transfer of stock in Grantee so as to create a new controlling interest in the System shall be subject to the requirements of this Section 9.3. The term"controlling interest" as used herein is not limited to majority stock ownership, but includes actual working control in whatever manner exercised. (g) In no event shall a transfer or assignment of ownership or control be approved without the transferee becoming a signatory to this Franchise and assuming all rights and obligations there under, and assuming all other rights and obligations of the transferor to the City. (h) In the event of any proposed sale or assignment pursuant to subparagraph (a) of this section City shall have the right of first refusal of any bona fide offer to purchase the System. Bona fide offer, as used in this section, means an offer received by the Grantee which it intends to accept subject to City's rights under this section. This written offer must be conveyed to City along with the Grantee's written acceptance of the offer contingent upon the rights of City provided for in this section. City shall be deemed to have waived its rights under this section in the following circumstances: 1. If it does not indicate to Grantee in writing, within sixty (60) Days of notice of a proposed sale or assignment, its intention to exercise its right of purchase; or 2. It approves the assignment or sale of the Franchise as provided within this section. 512051v3 RJV AP155-1 9.4 Reservation of Rights. City and Grantee reserve all rights that they may possess under applicable laws unless expressly waived herein. SECTION 10 MISCELLANEOUS PROVISIONS 10.1 Franchise Renewal. Any renewal of this Franchise shall be in accordance with applicable laws. The term of any renewed Franchise shall be limited to a period not to exceed fifteen(15) years. 10.2 Work of Contractors and Subcontractors. All provisions of this Franchise shall apply to any subcontractor or others performing any work or services on Grantee's behalf pursuant to the provisions of this Franchise. Grantee shall be responsible for ensuring that the work of contractors and subcontractors is performed consistent with the Franchise and applicable laws and shall indemnify the City pursuant to Section 8.5 10.3 Governing Law. This Franchise shall be deemed to be executed in the State of Minnesota, and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the Cable Act and the laws of the State of Minnesota, as applicable to contracts entered into and performed entirely within the State. 10.4 Non-Enforcement by City. Grantee shall not be relieved of its obligation to comply with any of the provisions of this Franchise by reason of any failure of the City to enforce prompt compliance. 10.5 Captions. The paragraph captions and headings in this Franchise are for convenience and reference purposes only and shall not affect in any way the meaning of interpretation of this Franchise. 10.6 Calculation of Time. Where the performance or doing of any act, duty, matter, payment or thing is required hereunder and the period of time or duration for the performance is prescribed and fixed herein, the time shall be computed so as to exclude the first and include the last Day of the prescribed or fixed period or duration of time. When the last Day of the period falls on Saturday, Sunday or a legal holiday, that Day shall be omitted from the computation and the next business Day shall be the last Day of the period. 10.7 Survival of Terms. Upon the termination or forfeiture of the Franchise, Grantee shall no longer have the right to occupy the Rights-of-Way for the purpose of providing Cable Service. However, Grantee's obligations to the City shall survive according to their terms. 10.8 Severability. If any provision of this Franchise is held by any Governmental Authority of competent jurisdiction, to be invalid as conflicting with any applicable laws now or hereafter in effect, or is held by such Governmental Authority to be modified in any way in order to conform to the requirements of any such applicable laws, such provision shall be considered a separate, distinct, and independent part of this Franchise, and such holding shall not affect the validity and enforceability of all other provisions hereof. In the event that such applicable laws are subsequently repealed, rescinded, amended or otherwise changed, so that the provision 512051v3 RJV AP155-1 hereof which had been held invalid or modified is no longer in conflict with such laws, said provision shall thereupon return to full force and effect and shall thereafter be binding on City and Grantee,provided that City shall give Grantee thirty (30) Days written notice of such change before requiring compliance with said provision or such longer period of time as may be reasonably required for Grantee to comply with such provision. 10.9 Force Majeure. In the event Grantee's performance of any of the terms, conditions, obligations or requirements of this Franchise is prevented or impaired due to any cause beyond its reasonable control, such inability to perform shall be deemed to be excused for the period of such inability and no penalties or sanctions shall be imposed as a result thereof Such causes beyond Grantee's reasonable control shall include, but shall not be limited to, acts of God, civil emergencies and labor unrest or strikes, untimely delivery of equipment, inability of Grantee to obtain access to an individual's property and inability of Grantee to secure all necessary permits to utilize utility poles and conduit so long as Grantee utilizes due diligence to timely obtain said permits. SECTION 11 PUBLICATION EFFECTIVE DATE; ACCEPTANCE AND EXHIBITS 11.1 Publication; Effective Date. This Franchise shall be published in accordance with applicable law. The Effective Date of this Franchise shall be the date specified in Section 1.2 - Definitions. 11.2 Acceptance. Grantee shall accept this Franchise within thirty(30) of its enactment by the City Council, unless the time for acceptance is extended by City. Such acceptance by the Grantee shall be deemed the grant of this Franchise for all purposes. In the event acceptance does not take place, this Franchise and any and all rights previously granted to Grantee shall be null and void. (a) Upon acceptance of this Franchise, Grantee shall be bound by all the terms and conditions contained herein. (b) Grantee shall accept this Franchise in the following manner: 1. This Franchise will be properly executed and acknowledged by Grantee and delivered to City. 2. With its acceptance, Grantee shall also deliver any performance bond and insurance certificates required herein that have not previously been delivered. (c) Summary approved. The City Council hereby determines that the text of the summary marked"Official Summary of Ordinance No. 018-739",a copy of which is attached hereto clearly informs the public of the intent and effect of the ordinance. The City Council further determines that publication of the title and such summary will clearly inform the public of the intent and effect of the ordinance. 512051v3 RJV AP155-1 (d) Filing. The City Clerk shall file a copy of this ordinance in her office,which copy shall be available for inspection by any persons during regular office hours. (e) Publication. The City Clerk shall publish the title of this ordinance and the official summary in the official newspaper of the City with notice that a printed copy of the ordinance is available for inspection by any person during regular office hours at the Office of the City Clerk. Passed and adopted this i` ''/''day of .(,,��r.re.. , 2018. CITY OF FARMINGTON 72-..4.-/ Li r.ti mo i) , Mayor ATTEST: (I.,' / ,o'i /Vein i , City Clerk Approved as to form the J�day of June 2018 29. 24-1-1-7/1-1 y Att e Summary published in the Farmington Independent the 7 ' day of J14.nc 2018. . yQ5 • 512051v3 RJV AP 155-1 ACCEPTED: This Franchise is accepted, and we agree to be bound by its terms and conditions. CHARTER CABLE PARTNERS, LLC 1/k/a CHARTER COMMUNICATIONS Dated: +J ii,Y Z L11'1,2018 ri,./...____em t( ,/' '' , ______ By: MI ,1-B6DTI"V0r /.-OCA-t- &Ov `t-- p1rrA►PS 4,- Fi}.NcktudNto ,�ati .n 10 3:10. is r� G ( t 0, . ti .!jd 410.1Q�.44'r :I SWORN TO BEFORE ME this k ` Pi I Day of &iut Y ,2018 z/ �✓ Notary Public ._ __,,,c p i 1—,-. s 017/0/A) <7-:e- .3 512051v3 RJV AP155-1 EXHIBIT A-1 —Charter List Service to Public Buildings: Farmington Fire Station 1 21625 Denmark Ave Farmington Fire Station 2 19695 Municipal Drive Farmington Police Department 19500 Municipal Drive Farmington Liquor Store 1 109 Elm Street Suite A Farmington Liquor Store 2 18350 Pilot Knob Road Farmington Maintenance 19650 Municipal Drive Farmington City Hall 430 3`a Street Farmington Outdoor Pool 626 Heritage Way Rambling River Center 325 Oak Street Boeckman Middle School 800 Denmark Ave Farmington High School 20655 Flagstaff Ave Dodge Middle School 4200 208th Street W Akin Road Elementary School 5231 195th Street W Meadow View Elementary School 6100 195th Street W Farmington Elementary School 500 Maple Street River View Elementary School 4100 208th Street W Gateway Academy 510 Walnut Street Extended Campus 211 3rd Street 512051v3 RJV AP155-1 EXHIBIT A-2 —Commission Universal List NAME ADDRESS CITY APPLE VALLEY 7100 147TH ST W APPLE VALLEY CITY HALL(ALL GOV'T HEAD END) APPLE VALLEY 14450 HAYES RD APPLE VALLEY HIGH SCHOOL (ISD 196 HEAD END) FARMINGTON 430 Third Street FARMINGTON CITY HALL BOECKMAN 800 DENMARK FARMINGTON MIDDLE SCHOOL AVE (ISD 192 HEAD END) ROSEMOUNT 2875 145TH ST W ROSEMOUNT CITY HALL APPLE VALLEY 14421 JOHNNY APPLE VALLEY AQUATIC CAKE RIDGE CENTER ROAD APPLE VALLEY 7100 147TH ST W APPLE VALLEY CITY HALL APPLE VALLEY 14603 HAYES RD APPLE VALLEY COMMUNITY CENTER APPLE VALLEY 15000 HAYES RD APPLE VALLEY FIRE STATION 1 APPLE VALLEY 13995 GALAXIE APPLE VALLEY FIRE STATION 2 AVE APPLE VALLEY 14195 ESSEX LN APPLE VALLEY FIRE STATION 3 APPLE VALLEY 14595 HAYES APPLE VALLEY ICE ARENA ROAD APPLE VALLEY 7525 148TH ST W APPLE VALLEY LIQUOR 1* APPLE VALLEY 14261 ESSEX AVE APPLE VALLEY LIQUOR 2* APPLE VALLEY 5470 157TH ST W APPLE VALLEY LIQUOR 3 APPLE VALLEY 6442 140TH ST W APPLE VALLEY MAINTENANCE APPLE VALLEY 7100 147TH ST W APPLE VALLEY POLICE DEPARTMENT APPLE VALLEY 311 COUNTY RD APPLE VALLEY REDWOOD 42 COMMUNITY CENTER APPLE VALLEY 14601 HAYES RD APPLE VALLEY SENIOR CENTER APPLE VALLEY 14255 JOHNNY APPLE VALLEY 512051v3 RJV AP155-1 TEEN CENTER CAKE RIDGE RD APPLE VALLEY 4851 APPLE VALLEY VALLEYWOOD MCANDREWS RD GOLF COURSE APPLE VALLEY 14452 HAYES RD APPLE VALLEY HIGH SCHOOL SPORTS ICE ARENA CEDAR PARK 7500 WHITNEY APPLE VALLEY ELEMENTARY DR SCHOOL CEDAR VALLEY 14420 GLENDA APPLE VALLEY LEARNING DRIVE CENTER DAKOTA RIDGE 4629 144TH ST W APPLE VALLEY DIAMOND PATH 14455 DIAMOND APPLE VALLEY ELEMENTARY PATH SCHOOL EASTVIEW HIGH 6200 140TH ST APPLE VALLEY SCHOOL FALCON RIDGE 12900 JOHNNY APPLE VALLEY MIDDLE SCHOOL CAKE RIDGE RD GREENLEAF 13333 GALAXIE APPLE VALLEY ELEMENTARY AVE HIGHLAND 14001 PILOT APPLE VALLEY ELEMENTARY KNOB RD SCHOOL ISD 196 DISTRICT 14445 DIAMOND APPLE VALLEY SERVICE PATH W CENTER SCHOOL OF 12155 JOHNNY APPLE VALLEY ENVIRONMENTA CAKE RIDGE RD L STUDIES SCOTT 14011 PILOT APPLE VALLEY HIGHLAND KNOB RD MIDDLE SCHOOL SOUTHVIEW 1025 WHITNEY APPLE VALLEY ELEMENTARY DRIVE TRANSITION 5840 149TH ST W APPLE VALLEY PLUS/PATHWAY/ ALC VALLEY MIDDLE 900 APPLE VALLEY SCHOOL GARDENVIEW DR WESTVIEW 225 APPLE VALLEY ELEMENTARY GARDENVIEW SCHOOL DR FAA CENTER 512 DIVISION ST FARMINGTON FARMINGTON 19650 FARMINGTON CENTRAL MUNICIPAL MAINTENANCE DRIVE FACILITY FARMINGTON 430 THIRD FARMINGTON CITY HALL STREET FARMINGTON 21625 DENMARK FARMINGTON FIRE STATION 1 AVE 512051v3 RJV AP155-1 FARMINGTON 19695 FARMINGTON FIRE STATION 2 MUNICIPAL DR FARMINGTON 508 THIRD ST FARMINGTON LIBRARY FARMINGTON 21625 DENMARK FARMINGTON LIQUORS 1 AVE FARMINGTON 18350 PILOT FARMINGTON LIQUORS 2* KNOB ROAD FARMINGTON 19500 FARMINGTON POLICE DEPT MUNICIPAL DR FARMINGTON 626 HERITAGE FARMINGTON POOL WAY FARMINGTON 325 OAK ST FARMINGTON RAMBLING RIVER CENTER FARMINGTON 114 SPRUCE ST FARMINGTON SCHMITZ-MAKI ICE ARENA AKIN ROAD 5231 195TH ST W FARMINGTON ELEMENTARY SCHOOL DODGE MIDDLE 4200 208TH ST W FARMINGTON SCHOOL EXTENDED 211 3RD ST FARMINGTON CAMPUS FARMINGTON 500 MAPLE ST FARMINGTON ELEMENTARY SCHOOL FARMINGTON 20655 FARMINGTON HIGH SCHOOL * FLAGSTAFF AVE GATEWAY 510 WALNUT ST FARMINGTON ACADEMY IDEA PROGRAM 304 SPRUCE ST FARMINGTON MEADOW VIEW 6100 195TH ST W FARMINGTON ELEMENTARY SCHOOL RIVER VIEW 4100 208TH ST W FARMINGTON ELEMENTARY SCHOOL ROSEMOUNT 13885 SOUTH ROSEMOUNT COMMUNITY ROBERT TRL CENTER/ICE ARENA ROSEMOUNT 2875 145TH ST W ROSEMOUNT CITY HALL ROSEMOUNT 14521 CIMARRON ROSEMOUNT FAMILY AVE RESOURCE CENTER ROSEMOUNT 14700 SHANNON ROSEMOUNT FIRE STATION 1 PARKWAY ROSEMOUNT 2047 ROSEMOUNT FIRE STATION 2 CONNEMARA TRAIL ROSEMOUNT 14455 BRAZIL ROSEMOUNT PUBLIC WORKS AVE 512051v3 RJV AP155-1 GARAGE ROSEMOUNT 14425 BRAZIL ROSEMOUNT PUBLIC WORKS AVE OFFICE ROSEMOUNT 14375 SOUTH ROSEMOUNT STEEPLE ROBERT TRAIL CENTER ALLIANCE 14300 BISCAYNE ROSEMOUNT EDUCATION AVE CENTER* DAKOTA 1300 145TH ST ROSEMOUNT COUNTY TECHNICAL COLLEGE* FIRST BAPTIST 14400 DIAMOND ROSEMOUNT SCHOOL* PATH ISD 196 DISTRICT 3455 153RD ST ROSEMOUNT OFFICE(DO) ROSEMOUNT 3155 143RD ST ROSEMOUNT ELEMENTARY SCHOOL ROSEMOUNT 3335 142ND ST ROSEMOUNT HIGH SCHOOL ROSEMOUNT 3135 143RD ST W ROSEMOUNT MIDDLE SCHOOL SHANNON PARK 13501 SHANNON ROSEMOUNT ELEMENTARY PARKWAY SCHOOL * If landlord permits 13900 BISCAYNE ROSEMOUNT &/or if AVE economically feasible to serve 512051v3 RJV AP155-1 EXHIBIT B PEG ACCESS PROVISIONS 1. PEG Channels and Regional Channel. (a) City or its designee is hereby designated to operate, administer,promote, and manage PEG access provided over the Cable System. All Subscribers who receive all or any part of the total services offered on the System shall receive such Channels at no additional service charge. (b) Except as provided in Section 1(c), Grantee shall make available Channels for PEG access use (government, educational and public) as indicated in Section 2, below. City's use of the PEG Channels shall be for non-commercial PEG purposes only and shall be programmed in City's sole discretion. Grantee shall have no responsibility for the content, operations or use of the PEG Channels other than as specified herein. From and after the Effective Date, and except as this Franchise expressly provides otherwise,the City shall be responsible for all production and distribution costs associated with the provision of any PEG Channel, regardless of format, including but not limited to the cost of any equipment or facilities necessary to produce, transport, or transmit the PEG Channels from their signal origination point(s)to the designated location(s) indicated in Section 3(c) below for insertion on Grantee's System. The City may rename,reprogram,or otherwise change the use of these PEG Channels in its sole discretion,provided they remain solely for non-commercial PEG purposes and are operated in accordance with law. (c) City may request additional Channel(s)beyond the provisions of Section 1(b) in accordance with applicable law, including Minn. Stat. §238.084 which is expressly incorporated herein by reference. (d) The following governs the Grantee's use of the PEG Channels for other services if a Channel is not being fully utilized for PEG purposes: (i) If a PEG Channel is not"fully utilized" at any time during the term of this Agreement in accordance with Section 1(d)(ii), the Grantee may temporarily use the PEG Channel no less than sixty (60) days after submitting a written notice of such use to the City. (ii) The PEG Channel shall be considered fully utilized if programming is delivered over it more than thirty-six (36)hours per week on average over a six (6) month period, excluding character generated,programming, static bulletin board type programming, or programming repeated more than seven (7) times in a single week (Mon-Sun). (iii) If the PEG Channel is being used by the Grantee in accordance with subsection(d)(i) and (ii), and the City has determined in good faith that it or its designated PEG provider has the ability to fully utilize the Channel again, then the City 512051v3 RJV AP155-1 shall request return of the PEG Channel by delivering written notice of same to the Grantee, which shall include adequate assurances by City of its ability to fully utilize the Channel. In such event, the PEG Channel shall be returned to the City for PEG programming within ninety (90) days after receipt by the Grantee of such written notice. (e) Grantee shall designate channel 6 for uniform regional channel usage only for so long as required by Minn. Stat. §238.43. 2. PEG Carriage Requirements. (a) Nothing herein precludes the Grantee from charging for any equipment needed to receive Basic Cable Service. (b) The Commission shall transport government programming originating from Rosemount and Farmington City Halls to Apple Valley City Hall. Grantee shall transport such programming from Apple Valley City Hall to Grantee's headend in three (3) separate streams to allow for narrowcasting the programming to the three (3) individual Cities on PEG Channel#180 (the "Government Channel"). Within sixty(60) days after the Effective Date, unless delayed by events out of Grantee's reasonable control, the Commission shall produce and transmit the Government Channel in high definition ("HD") and Grantee shall transport the Government Channel from Apple Valley City Hall to Grantee's headend in HD and narrowcast the appropriate programming stream on the Government Channel in HD to each City (Apple Valley, Farmington or Rosemount, Minnesota) in full satisfaction and compliance with Resolution No. [customize per City]provided that the signals are received by the Grantee in HD and meet Grantee's technical specifications for HD channels. (c) The Grantee shall transport educational programming produced by ISD #192 and #196 from the locations indicated in Section 3(c) herein to Grantee's headend. Grantee shall narrowcast ISD #192 programming to Farmington, and narrowcast ISD #196 programming to Apple Valley and Rosemount, on PEG Channel #189 (the "Educational Channel"). On or after June 1, 2018, the Commission may request, and the Grantee shall convert the Educational Channel to HD format provided that the signals received meet Grantee's technical specifications for HD channels and the Grantee's out-of-pocket costs to receive and distribute the educational programming on the Educational Channel in HD ("Grantee Costs") are reimbursed by the Commission or the school districts in an amount which shall not exceed Seven Thousand Five Hundred Dollars ($7500.00) unless approved by the Commission. Upon receipt of the Commission's request to convert the Educational Channel to HD, the Commission, the school districts, and Grantee shall obtain and share relevant information regarding expected project costs, including work orders, vendor quotes and bid specifications, and shall work cooperatively to attempt to minimize the total cost. Once the estimated Grantee Costs are determined and approved by the Commission and the school districts,the parties shall move forward with the conversion. Grantee shall submit invoices to the Commission for reimbursement which shall be payable within sixty(60) days of receipt. Grantee shall notify the Commission if 512051v3 RJV AP155-1 the Grantee Costs will exceed Seven Thousand Five Hundred Dollars ($7,500.00) and shall not incur such costs without the approval of the Commission; the parties acknowledge that failure to timely approve necessary Grantee Costs in excess of Seven Thousand Five Hundred Dollars ($7,500.00)may delay or halt the conversion. Nothing in this section shall make the Grantee responsible for Grantee Costs. (d) The Grantee shall transport other programming produced by the Commission or public from Apple Valley City Hall to Grantee's headend and cablecast such programming to Apple Valley, Farmington, and Rosemount on Channel#187 (the "Public Channel"). At such time that Grantee delivers 90% or more of its Video Programming in HD, the City may provide a written request that the Public Channel be converted to an HD channel. City and Grantee shall implement the HD Public Channel on mutually acceptable terms and conditions, provided that, the Grantee shall not unreasonably refuse such future conversion to HD. (e) In the event the City or Commission ceases to provide PEG programming in HD format or Grantee ceases to provide any channels in HD in the City, Grantee shall no longer be obligated to provide any HD PEG Channels. (f) The City acknowledges that receipt of an HD format Channel may require Subscribers to buy or lease special equipment, or pay additional HD charges applicable to all HD services provided by Grantee. (g) The use of specific PEG Channel numbers in this Exhibit B shall not limit Grantee's rights to relocate the PEG Channels pursuant to Section 3(b) herein. 3. PEG Channel Locations and Origination Sites. (a) Grantee shall cablecast the PEG Channels on the following Channel designations: Channels 180, 187, and 189. (b) Grantee shall give Subscribers at least sixty (60) Days prior written notice of any relocation of the PEG Channels to different Channel numbers. Prior to relocation, Grantee shall inform Subscribers of the new Channel locations through bill messages or inserts, and shall list the new Channel locations on the on-air program guide. The parties acknowledge that Grantee contracts with a third party or parties to provide on-screen and on-line program listings. It shall be the responsibility of the City, or its designee, to provide such detailed program information to the third-party entity or entities that produce such listings for Grantee in accordance with each such entity's normal format and scheduling requirements and at the City's cost. (c) The Grantee shall provide two-way capability permitting live transmission of PEG Channels and programming upstream to Grantee's headend only at the following three (3) locations: Apple Valley City Hall, 7100 147th Street W., Apple Valley, MN 512051v3 RJV AP155-1 ISD #192, 510 Walnut Street, Farmington, MN ISD #196, 14450 Hayes Avenue, Apple Valley, MN (d) The City shall have the right to extend additional two-way connections on mutually acceptable terms and conditions from public institutional sites to permit live transmission of PEG programming on PEG Channels to Grantee's headend and onto the System at the City's expense. The City may use the proceeds of the PEG Fee to pay such construction or PEG equipment and transmission costs. 4. PEG Technical Quality. (a) The PEG Channels shall meet FCC technical standards including those applicable to the carriage of PEG Channels, provided, however, that the Grantee is not responsible for the production quality of PEG programming provided to the Demarcation Point. (b) Upon request, throughout the term of the Franchise, Grantee shall provide updated contact information for a local technical representative, who shall be available to the City for consultation on technical matters as the need may arise. This technical representative shall be accessed through a direct telephone number available to the City (as opposed to a general public number). The Grantee shall not impose any unreasonable fees or charges to the City for this technical consultation. If such consultation is insufficient to diagnose the matter in question, within twenty-four(24)hours of a written request from City to the Grantee identifying a technical problem with a PEG Channel signal and requesting assistance, Grantee will provide, free of charge to City, diagnostic services to determine whether or not a problem with a PEG signal is the result of matters for which Grantee is responsible) and if so, Grantee will take prompt corrective action, free of charge to City, subject to the limitations on Grantee's responsibilities outlined herein. If the problem persists and there is a reasonable dispute about the cause, then the parties shall meet with engineering representation from Grantee and the City in order to mutually determine the course of action to remedy the problem.Nothing herein shall be construed to obligate Grantee to correct problems or take any other action caused by City's signal, City's network or internal wiring, City's equipment, PEG access program content or other issues within City's reasonable control. (c) Grantee shall comply with applicable law regarding the carriage of PEG Channels. 5. Channel Guide for PEG Channels. Grantee shall make its programming guide vendor available to the Commission, at the Commission's cost, to incorporate programming information about the Commission's PEG Channels in such guide. 6. PEG Financial Support. (a) Grantee and any Additional Providers shall collectively remit a maximum of One Million Three Hundred Thousand Dollars ($1,300,000.00)to the Commission during the Initial Term of the Franchise for capital support of PEG (the "PEG Payment") pursuant to Section 6(b) of this Exhibit B. If the aggregate amount of the PEG Fees (defined below) 512051v3 RJV AP155-1 remitted by Grantee and any Additional Providers to the Commission("Aggregate PEG Fees") collectively reaches the maximum PEG Payment of One Million Three Hundred Thousand Dollars ($1,300,000.00) during the Initial Term of the Franchise, Grantee shall no longer be under any obligation to collect and remit the PEG Fees. (b) Grantee shall collect a PEG fee of seventy-five cents ($0.75) per Subscriber per month (the "PEG Fee") commencing no later than sixty (60) days after the Effective Date. Thereafter, the Grantee and the Commission shall review the PEG Fee during the sixth year of the Initial Term and shall adjust the PEG Fee up or down based on the number of Subscribers and the Aggregate PEG Fees collected as of June 30, 2023 with the goal of reaching the PEG Payment amount("Adjusted PEG Fee"); provided, however, that Grantee and any Additional Providers shall be under no obligation to pay more than the Adjusted PEG Fee collected through the remainder of the Initial Term. Any increase or decrease of the PEG Fee shall be effective as of January 1, 2024 and the same PEG Fee shall apply to Grantee and all Additional Providers. For purposes of this PEG Fee, "Subscriber" shall not include any Person who receives Cable Service on a complimentary basis or otherwise does not pay for the Cable Service. (c) The City shall provide Grantee an annual report, on or before October 1 of each year (excluding Subscriber numbers) indicating the total amount of the PEG Payment received by City from Grantee and any Additional Providers through June 30 of that year. (d) Grantee shall remit the amounts collected from PEG Fees quarterly to the City, not later than forty-five (45) Days following the end of a given quarter. (e) The Cities shall use the proceeds of the PEG Payment only for capital support for PEG. In the event any amount of the PEG Payment is not used to support PEG capital, that amount may be offset against the Franchise Fee in accordance with applicable law. 7. Level Terms. If any franchise or authorization with an Additional Provider(s) requires such Provider(s) to collect a PEG Payment or PEG Fee that is less than that required in Section 6(a) and 6(b) above, Grantee may reduce its PEG Payment or PEG Fee to an amount equivalent to the PEG Payment or PEG Fee collected by such Additional Provider(s). 512051v3 RJV AP155-1 EXHIBIT C FRANCHISE FEE PAYMENT WORKSHEET TRADE SECRET—CONFIDENTIAL Month/Year Month/Year Month/Year Total Cable Service Revenue Installation Charge Franchise Fee Revenue Advertising Revenue Home Shopping Revenue Other Revenue Equipment rental REVENUE Fee Calculated Fee Factor: 5% 512051v3 RJV AP155-1 EXHIBIT D ANNUAL REPORT FOR PUBLIC, EDUCATION AND GOVERNMENT (PEG) CAPITAL SUPPORT City of DATE OF REPORT Equipment Name/Type Manufacturer Name Model Number Purpose or Primary Use of Equipment Equipment Location (full address, room number) Cost$$ In a separate document, describe the (1) Present cable-related needs of the community; (2) Operational support City provides to operate the PEG Access Channel; (3) Current level of programming on the PEG Access Channels, indicating how many hours of programming are: (i) local; (ii) character generated or bulletin board-type programming; or (iii) repeated more than seven (7) times in a single week (Mon-Sun). 512051v3 RJV AP155-1