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2017-05-15 ENR Packet
AGENDA CITY OF MAPLEWOOD ENVIRONMENTAL AND NATURAL RESOURCES COMMISSION Monday, May 15, 2017 7:00 p.m. Council Chambers - Maplewood City Hall 1830 County Road B East 1.Call to Order 2.Roll Call 3.Approval of Agenda 4.Approval ofMinutes:April 17, 2017 5.New Business a.2224Woodlynn Avenue, Wetland Buffer Variance b.Wakefield Park Improvements 6.Unfinished Business a.Oak Leaf Community Solar Garden Subscription Agreement 7.Visitor Presentations 8.Commission Presentations 9.Staff Presentations a.Waterfest–June3 b.Nature Center Programs 10.Adjourn Agenda Item 4 MINUTES CITY OF MAPLEWOOD ENVIRONMENTAL AND NATURAL RESOURCES COMMISSION 7:00 p.m., Monday,April 17, 2017 Council Chambers, City Hall 1830 County Road B East 1.CALL TO ORDER A meeting of the Environmental and Natural Resources Commission was called to order at 7:01 p.m. by Chair Palzer. 2.ROLL CALL Keith Buttleman, CommissionerPresent Mollie Miller, CommissionerPresent Ann Palzer, ChairPresent Ted Redmond, CommissionerPresent Ryan Ries, Vice ChairAbsent Tom Sinn, CommissionerPresent Staff Present Shann Finwall, Environmental Planner 3.APPROVAL OF AGENDA Staff added 9 e. Environmental Education Subcommittee. Commissioner Miller moved to approve the agenda as amended. Seconded by Commissioner Sinn. Ayes All The motion passed. 4.APPROVAL OF MINUTES Commissioner Redmond moved to approve the March 20, 2017, Environmental and Natural Resources Commission meeting minutes as submitted. Seconded by Commissioner Miller.Ayes Chair Palzer, Redmond & Sinn Abstentions Commissioner Buttleman & Miller The motion passed. 5.NEW BUSINESS a.Oak Leaf Energy Community Solar Garden Subscription Agreement i.Environmental Planner, Shann Finwall gave the report ii.John Hereford, Founder and President, Oak Leaf Energy Partners, Denver Colorado, addressed the commission and answered questions of the commission. April 17, 2017 1 Environmental and Natural Resources Commission Meeting Minutes The community solar garden is proposed to be building in St. Paul. Twenty percent of that garden is available for a total of 183,353 kWh per year, which represents 5 Environmental Commission recommended declining the community solar garden subscription agreement because the capacity of the agreement is too small to warrant the City administering such a long-term contract. The Commission also outlined policy questions the City should consider prior to moving forward with other community solar garden proposals: 1. How much capacity does the City want to cover with renewables? 2. 3. Should some or all of the savings received through the community solar garden subscription agreement be Commissioner Sinn moved to decline the community solar garden subscription agreement and further define the Citys energy goals. Seconded by Commissioner Miller Ayes All The motion passed. b. 2040 Comprehensive Plan Steering Committee i. Environmental Planner, Shann Finwall reviewed the 2040 Comprehensive Plan Steering Committee. The first meeting will be May 22, 2017 at 5 p.m. Commissioner Miller volunteered to be the representative for the Environmental Commission. Commissioner Redmond moved to appoint Commissioner Miller as the representative for the Environmental Commission on the 2040 Comprehensive Plan Steering Committee. Seconded by Commissioner Sinn. Ayes All The motion passed. 6.UNFINISHED BUSINESS a. Urban Agriculture Zoning Review i. Environmental Planner, Shann Finwall gave the update on the Urban Agriculture report and answered questions of the Commission. The Environmental Commission reviewed the Planning Commissions comments to the animal ordinance amendments and began discussions on community garden regulations. The Environmental Commission recommended that the animal agriculture ordinance amendments not proceed to the City Council prior to the entire study being complete. The urban agriculture study and ordinance amendment recommendations are scheduled to be complete by the end of the year. Staff will make the suggested changes to the community garden ordinance amendment and bring it back to the Environmental Commission for review at the next meeting. 7.VISITOR PRESENTATIONS None present. April 17, 2017 2 Environmental and Natural Resources Commission Meeting Minutes 8.COMMISSION PRESENTATIONS a. Commissioner Redmond: Maplewood Climate Change Vulnerabilities Review Commissioner Redmond reviewed his report on the Maplewood Climate Change Vulnerabilities with the Environmental Commission. Commissioner Miller moved to recommend that the Maplewood Climate Change Vulnerabilities report be included in the Citys energy planning as associated with the comprehensive plan update. Seconded by Commissioner Buttleman. Ayes All The motion passed. 9.STAFF PRESENTATIONS a. Spring Clean Up April 22, 2017 b. All Parks Clean Up April 22, 2017 c. Rush Line Open House April 27, 2017 d. Maplewood Nature Center Programs e. Environmental Education Subcommittee Waterfest is scheduled for Saturday, June 3, 2017, from 11 am to 4 p.m. Commissioners Palzer and Redmond are on the Environmental Education Subcommittee. The subcommittee should meet to come up with a theme for the Environmental Commissions booth at the event. 10. ADJOURNMENT Chair Palzer adjourned the meeting at 9:17 p.m. April 17, 2017 3 Environmental and Natural Resources Commission Meeting Minutes Agenda Item 5.a MEMORANDUM TO: FROM:Shann Finwall, AICP, Environmental Planner DATE: May 9, 2017 SUBJECT:224 WoodlynnAvenue Introduction Mark Gergen is proposing to construct a new single family house on a vacant lot located at 2224 Woodlynn Avenue East. There is a Manage C wetland located on the lot. The City’s wetland ordinance requires a 50-foot wetland buffer be maintained around a Manage C wetland. No building, mowing, or grading is allowed within the buffer. Mr. Gergen’s single family house will be constructed to within 30 feet of the wetland edge, with grading to within 20 feet. In order to construct the single family house as proposed, the applicant must receive approval of a 30-foot wetland buffer variance from the CityCouncil. Background In 2001 the City approved a lot division to create two lots with frontage on Woodlynn Avenue. The lot division deeds were not recorded with the County within one year of the City’s approval. Thus the lot division was not complete. In 2013 the City approved a lot division to create two lots with frontage on Woodlynn Avenue. On March 14, 2016, the City approved a 30-foot wetland buffer variance for a single family house to be constructed on the lot to the west at 2214 Woodlynn Avenue. Discussion State Law State law requires that variances shall only be permitted when they arefound to be: 1.In harmony with the general purposes and intent of the official control; 2.Consistent with the comprehensive plan; 3.When there are practical difficulties in complying with the official control. “Practical difficulties” means that the property owner proposes to use the property in a reasonable manner not permitted by an official control. The plight of the landowner is due to circumstances unique to the property not created by the landowner and the variance, if granted, will not alter the essential character of the locality. City staff finds that the construction of a single family house on the vacant lot at 2224 Woodlynn Avenue East is in harmony with the City’s zoning code and comprehensive plan. The location of a Manage C wetland onthe vacant lot creates a unique circumstance which was not created by the landowner. The proposed wetland buffer variance will not alter the character of the neighborhood. Maplewood Wetland Ordinance The City’s wetland ordinance states that the City may require that the applicant mitigate impacts to a wetland when approving a variance.Mitigation can include: 1.Reducing or avoiding the impact by limiting the degree or amount of the action, such as by using appropriate technology. 2.Rectifying theimpact by repairing, rehabilitating, or restoring the buffer. 3.Reducing or eliminating the impact over time by prevention and maintenance operations during the life of the actions. 4.Compensating for the impact by replacing, enhancing, or providing substitute buffer land at a two-to-one ratio. 5.Monitoring the impact and taking appropriate corrective measures. 6.Where the city requires restoration or replacement of a buffer, the owner or contractor shall replant the buffer with native vegetation.A restoration plan must be approved by the City before planting. 7.Any additional conditions required by the applicable watershed district and/or the soil and water conservation district shall apply. 8.A wetland or buffer mitigation surety, such as a cash deposit or letter of credit, of 150% of estimated cost for mitigation. The surety will be required based on the size of the project as deemed necessary by the administrator. Funds will be held by the city until successful completion of restoration as determined by the city after a final inspection. Wetland or buffer mitigation surety does not include other sureties required pursuant to any other provision of city ordinance or city directive. Engineering Comments John DuCharme,engineering technicianwith the City of Maplewood, met with the applicant to discuss the grading plan for the proposed single family house. Due to concerns with the wetland buffer slope and possible erosion during construction, Mr. DuCharme recommends that the applicant install a retaining wall along the southwest corner of the house, adjacent the wetland buffer. The retaining wall would be approximately 2 to 3 feet in height and extend to approximately the center of the lot where the slopes begin to level off. Neighborhood Comments TheCity of Maplewood mailed notices to property owners within 500 feet of the property, requesting feedback on the proposed wetland buffer variance. The City received one response via a telephone: 2 Lloyd Rutherford,2234 Woodlynn Avenue - Mr. Rutherford does not have concerns with the new single family house or wetland buffer variance. Rather, he was calling with concerns about the condition of his driveway. Mr. Rutherford lives in the house to the east of the vacant lot. In approximately 2007, the City installed asewer line along the public easement located in the 2224 Woodlynn Avenue lot, adjacent Mr. Rutherford’s property. The sewer line was installed for future development of the lots at 2224 and 2221 Woodlynn Avenue. Since that time the ground around the sewer line has eroded causing damage to Mr. Rutherford’s driveway. The City’s engineering department has met with Mr. Rutherford and worked out a plan to repair the driveway during construction of the new single family house. Mr. Rutherford is satisfied with that solution. Mitigation Strategies Based on the findings above, staff recommends approval of the variance with mitigation strategies as outlined below: 1.Retaining Wall:To reduce impacts to the wetland, staff recommends the applicants construct a retaining wall on the southwest corner of the house, adjacent the wetland buffer. The retaining wall should extend approximately 40 feet along the wetland buffer edge, stopping near the middle of the lot where the slopes begin to level off. The retaining wall will serve as a mitigation strategy to the wetland buffer variance by decreasing the possibility of erosion and improving drainage. Additionally, the retaining wall willdemarcate the bufferline where no future building, mowing, or grading can take place. 2. Wetland Buffer Restoration:To improve the remaining wetland buffer, staff recommends the applicants restore the buffer to native plants. Recommendation Approve the attached resolution authorizing a 30-foot wetland buffer variance for 2224 Woodlynn Avenue Eastfor the construction of a new single family house. Approval is based on the following reasons: 1.Strict enforcement of the ordinance would cause the applicant practical difficulties because complying with the wetland buffer requirement stipulated by the ordinance would prohibit the building of any permanent structures, substantially diminishing the potential of this lot. 2.Approval of the wetland buffer variance willinclude the restoration of the remaining wetland buffer, which will improve the water quality of the wetland. 3.Approval would meet the spirit and intent of the ordinance with the construction of a new single family house on a vacant lot that is zoned and guided in the City’s comprehensive plan as residential. Approval of the wetland buffer variance shall be subject to the following: 1.Prior to issuance of a grading permit for the new single family house the applicantsmust submit: 3 a.A tree plan which shows the location, size, and species of all significant trees located on the lot, and the trees that will be removed with the construction of the new single family house.Removal of significant trees with the construction of the single family house must comply with the City’s tree preservation ordinance and tree replacement requirements. b.A grading plan which shows the location of a retaining wall to be constructed on the southwest corner of the house, adjacent the wetland buffer. The retaining wall should extend approximately 40 feet along the wetland buffer edge, stopping near the middle of the lot where the slopes begin to level off. c. A wetland buffer restoration plan to be approved by City staff. d. An escrow to cover up to 150 percent of the cost of the wetland buffer restoration. 2. Prior to release of the escrow, the wetland buffer plantings must be established. Attachments 1.Reference Information 2.Applicants’ Letter Dated February 28, 2017 3. Site Plan 4. House Elevations 5. Variance Resolution 4 Attachment 1 Reference Information Site Description Site size: .42acres Existing land use: Single Family House Surrounding Land Uses North: Townhomes South: Single Family Homes West: Single Family Homes East: Single Family Homes Planning Land Use Plan designation: Single Family Residential Zoning:Single Family Residential Application Date The application for this request was considered complete on March 27, 2017. State law requires that the city decide on these applications within 60 days, or if that timeline cannot be met the City must extend the application in writing an additional 60 days. The 60-day deadline for City Council action is May 26, 2017. 2 Attachment City HallsSchoolsHospitalsFire StationsPolice StationsRecreational CentersParcel PointsParcel BoundariesAirports Enter Map Description LegendNotes accurate, current, or otherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION is for reference only. Data layers that appear on this map may or may not be This map is a user generated static output from an Internet mapping site and Feet 100.0 2224 Woodlynn Avenue 50.00 0 100.0 NAD_1983_HARN_Adj_MN_Ramsey_Feet© Ramsey County Enterprise GIS Division Attachment 3 PROPOSED GRADING PLAN Attachment 4 Distance of variance variance variance variance variance variance request ranges from 30'5" 30'5" 30'5" to 16'6" 26'26' 30'5" DECKDECKDECKDECKDECK 14' 25' Untouched Buffer Original 50' buffer line 16'6" Wetland edge Proposed buffer line: North of the line will include some grading. South of the line to remain untouched. 5 Attachment 5 Attachment Attachment 6 VARIANCE RESOLUTION WHEREAS, Mark Gergenapplied for a variance from the wetland ordinance. WHEREAS, this variance applies to the property located at 2224Woodlynn Avenue East, Maplewood, MN. The property identification number is 02-29-22-11-0102. The legal description is Lot 18, Block 1, Netnorlin, Ramsey County, Minnesota. WHEREAS, Section 12-310 of the City’s ordinances (Wetlands and Streams) requires a wetland buffer of 50feet adjacent to Manage C wetlands. WHEREAS, the applicants are proposing to construct a single family house and grading for the house to within 20 feet of a Manage C wetland, requiring a 30-foot wetland buffer variance. WHEREAS, the history of this variance is as follows: 1.On May 15, 2017, the Environmental and Natural Resources Commission reviewed the variance and recommended approval of the wetland buffer variance to the Planning Commission and City Council. 2.On May 16, 2017,the Planning Commission held a public hearing to review this proposal. City staff published a notice in the paper and sent notices to the surrounding property owners as required by law. The Planning Commission gave everyone at the hearing a chance to speak and present written statements. The Planning Commission also considered the report and recommendation of the city staff and Environmental and Natural Resources Commission. The Planning Commission recommended approval of the wetland buffer variance to the City Council. 3.The City Council held a public meeting on May 22, 2017,to review this proposal. The City Council considered the report and recommendations of the city staff, the Environmental and Natural Resources Commission, and the Planning Commission. NOW, THEREFORE, BE IT RESOLVED that the City Council approved the above- described variance based on the following reasons: 1.Strict enforcement of the ordinance would cause the applicant practical difficulties because complying with the wetland buffer requirement stipulated by the ordinance would prohibit the building of any permanent structures, substantially diminishing the potential of this lot. 2.Approval of the wetland buffer variance will include the restoration of the remaining wetland buffer, which will improve the water quality and wildlife habitat of the wetland. 3.Approval would meet the spirit and intent of the ordinance with the construction of a new single family house on a vacant lot that is zoned and guided in the City’s comprehensive plan as residential. Approval of the wetland buffer variance shall be subject to the following: 1.Prior to issuance of a grading permit for the new single family house the applicants must submit: Attachment 6 a.A tree plan which shows the location, size, and species of all significant trees located on the lot, and the trees that will be removed with the construction of the new single family house. Removal of significant trees with the construction of the single family house must comply with the City’s tree preservation ordinance and tree replacement requirements. b.A grading plan which shows the location of a retaining wall to be constructed on the southwest corner of the house, adjacent the wetland buffer. The retaining wall should extend approximately 40 feet along the wetland buffer edge, stopping near the middle of the lot where the slopes begin to level off. c. A wetland buffer restoration plan to be approved by City staff. d.An escrow to cover up to 150 percent of the cost of the wetland buffer restoration. 2.Prior to release of the escrow, the wetland buffer plantings must be established. The Maplewood City Council approved this resolution on __________________. Agenda Item 5.b MEMORANDUM TO: Environmental and Natural ResourcesCommission FROM: DuWayne Konewko, EEDD/ Parks & Recreation Director Audra Robbins, Recreation Manager DATE: May 10, 2017 SUBJECT:Wakefield Park Improvements Introduction Staff has entered into a Professional Design Service Contract with Kimley-Horn and Associates, Inc. for improvements at Wakefield Park which includes completion of a preliminary architectural plan for a multi-purpose building. Other elements included in theprofessional design service contract aresite improvement assessment, parking assessment, wetland review, and identifying storm wateroptions by working closely with the Ramsey-Washington Metro Watershed District. At the March 27 City Council Workshop, representatives from Kimley-Horn gaveCouncil a brief overview and discussedthe possibilities for this exciting project and the Parks and Recreation Commission gave their recommendation to move forward with the process at their April meeting. Our Kimley-Horn consultantsare here this evening to delve further into what the plan might look like in terms of the footprint and usageof the new building in addition to the site as a whole. Discussion One of the major recommendations and strategiesidentifiedin the Maplewood Parks System Master Plan was to build a multi-purpose facility at Wakefield Park that would provide needed space for the City’s Parks& Recreation programs.The Parks System Master Plan envisions Wakefield Park as one of the City’s signature parks. The new multi-purpose facility at Wakefield Park will embraceMaplewood’s diverse population and serveas a local “hub”for programming, special events, and agathering place for residents. In keeping withour promise to engage our stakeholders (residents, businesses, and park users) and ensure that all have an opportunity to participate in the process, the surveyincluded in tonight’s presentation is directly aimed at engaging our many stakeholders to ensure that we capture the needs of the community and users of our parks system. As part of this project, City staff, along with our consultant, arelooking at identifying opportunities to increase connectivity along the Frost Avenue Corridor including the Gladstone area, White Bear Avenue and the City Hall campus. We are alsoworking with the Watershed District to explore opportunities to enhance awareness and provide education around environmental issues at this site as well. BudgetImpact None Recommendation This presentation is informational only, no recommendation required. Attachment 1.Wakefield Park Improvements Survey Attachment HE CITY OF MAPLEWOOD is considering improvements to T Are you a resident of Maplewood? yes or no 1 yes or no What best describes your primary use of the park? 2 Please choose only one. Family Gathering/Picnic Hockey/Skating Playground Field Sports/Games (volleyball, baseball, etc.) Walking/Jogging/Exercise Tuj Lub/Takraw Other On average, how frequently do you visit the park? 3 Once per week or more 1-3 times per month Six or more times a year Less than 6 times a year I dont use the park What are your priorities for improvements to the park? 4 Please rank 1 through 7, with 1 being your highest priority. Gathering Space/Park Building Playground Equipment Hockey/Skating Facilities Open Lawn/Field Space Trails and Exercise Opportunities Environmental (lake quality, tree preservation, etc.) Parks & Recreation Programs Other Do you have any other general comments regarding priorities for 5 Attachment Place Postage Here City of Maplewood Parks and Recreation 1830 County Road B East Maplewood, MN 55109 Agenda Item 6.a MEMORANDUM TO: Environmental and Natural Resources Commission FROM:Chris Swanson, Environmental and Code Specialist Shann Finwall, AICP, Environmental Planner DATE: May 9, 2017 SUBJECT:Oak Leaf Energy Community Solar Garden Subscription Agreement Introduction Minnesota Statutes, section 216B.1641allows for community solar gardens. A community solar garden is a centralized, shared solar project connected to the energy grid that has multiple subscribers. Each subscriber receives a credit on their Xcel Energy electric bill based upon the production of the solar facility and their subscription share of that facility. Background In 2016, Maplewood entered into a 25-year community solar garden subscription agreement with Geronimo Energy. At the time, the City was participating in the Met Council’s Community Solar Garden Collaborative. The Met Council released a Request for Proposal for community solar gardens that cities and counties could subscribe, and then held a lottery to determine which cities and counties would be eligible. The initial lottery awarded the City of Maplewood a small subscription tooffset 5 percent of our overall electricity use. TheCommunity Solar Garden Subcommittee, made up of Environmental and Natural ResourcesCommissioners, City staff, and Matt Ledvina (resident, CDRB Member), determined that the capacity was too low for such a long-term commitment. Geronimo Energy then approached the City after the lottery and indicated that additional community solar garden capacity was available. The final subscription agreement with Geronimo Energy is 856,290 kWh per year, which will offset 25 percent of the City’s overall electricity use. The terms of the agreement include a $.01 rebate per kilowatt of electricity used, regardless of electricity price adjustments. Attached find the cost savings analysis for the Geronimo Energy subscription agreement, reflecting the City’s estimated cost savings of $201,707 over the 25-year agreement. The Geronimo Energy community solar garden is currently under construction in Scandia, Minnesota, and should be on line generating energy by this summer. Discussion Renewable Energy Credit For every mega-watt-hour of renewable energy created, a renewable energy credit (REC) is generated. A REC embodies the environmental attributes of the energy generation and can be tracked and traded separately. The City does not get to claim the REC in the Geronimo Energy subscription agreement, as the RECis passed through to the provider offering the subscriber reduced energy rates outlined in the agreement. For more information on RECs, refer to the attached Renewable Energy Credit Practices and Claims information. The City is beginning to review itsenergy goals through the comprehensive planning process. Those goals will likely include renewable energy goals. Future legislation may also require that municipalities have a certain percentage of their energy generated by a renewable energy source. For these reasons, it is important for the City to determine how best to deal with community solar garden subscription agreements that do not allow the City to maintain the RECs. Is the cost savings and claim that the City supports renewableenergy enough to warrant the agreement? Or does the City want to retain all or a percentage of future RECs allowing us to claim that energy used on site comes from a renewable energy source? City Electricity Use In 2016, Maplewood City facilities used 3,399,945 kWh of electricity at a cost of $311,699. Maplewood has seven buildings on the Xcel Energy grid and one on North St. Paul’s Minnesota Municipal Power Agency energy grid. The average electricity use of the buildings located on the XcelEnergy grid are as follows: Building on Xcel Energy GridAnnual Average Electricity Use% Electricity Use Community Center 1,926,671 kWhper year56.0 City Hall 794,419 kWhper year23.0 Fire Station 2 (1955 Clarence Street) 116,471 kWhper year3.4 Fire Station 1 (600 McKnight Road) 94,499 kWhper year2.7 Fire Station 3 (1530 County Road C) 50,569 kWhper year1.4 Parks Maintenance Building 44,546 kWhper year1.3 Nature Center 20,541 kWhper year.006 Previous Oak Leaf Energy Community Solar Garden Proposal On April 17, 2017 staff presented Oak Leaf Energy’s previous community solar garden subscription agreementto the Environmental Commission.Thecommunity solar garden will be constructed on top of the Carpenter’s Union building in St. Paul. Twenty percent of thegarden was available to the Cityfor a total of 183,353 kWh per year,which represents5percent of the City’s overall electricity use. The Environmental Commission recommendedthat the City not sign onto the subscription agreement, stating that the capacity of the agreement was too low to warrant the City administering such a long-term contract. During the review the Environmental Commission also outlined policy questions the City should consider prior tomoving forward with other community solar garden proposals: 1.How much capacity does the City want to cover with renewables? 2.What are the City’s goals for renewable energy credits? 3.Should some or all of the savings received through the community solar garden subscription agreement beused to further the City’s sustainability goals? New Oak Leaf Energy Community Solar Garden Proposal Maplewood has the opportunity to subscribe to anew 25-year community solar garden subscription agreement with Oak Leaf Energy. This community solar gardenwill be constructed in Washington County.Eighteenpercent of the gardenisavailable, for a total of 1,600,000kWh per year. This represents justunder 50 percent of the City’s overall electricity use.The 2 attached cost savings analysis outlines the cumulative 25-year agreement saving the City $603,300.51.The City would not retain the RECs with the new subscription agreement. With the additional 1,600,000 kWh provided by the Oak Leaf Energycommunity solar garden, just under75percent of the city’s electricity will come from renewable solar generation capacity fromcommunity solar gardens. Oak Leaf Energy’s Community Solar Garden Time Frame Construction of the new Oak Leaf Energy community solar garden will begin as soon as the fall of 2017.Oak Leaf stresses that the subscription agreement is time sensitivebecause they need to fill the subscriptions in order to finance the project. Therefore, Maplewood needs to decide on the subscription agreement now or it will be offered to another subscriber. Energy Goals The City is beginning its comprehensive planning process with a kick off meeting with the steering committee on May 22, 2017. The steering committee is comprised of one member from eachof the city’s appointed citizen board and commissions. The committee will meet approximately every other month over the next year. Each board and commission will also have the opportunity to review and make recommendations on their areas of expertise. The Environmental Commission will be coordinating the resiliency chapter of the comprehensive plan, which will include the City’s energy goals. The Environmental Commission has already had an opportunity to review and make preliminary recommendations on those goals through the City’s participation in the local energy planning group. Because the Oak Leaf Energy community solar garden subscription agreement is time sensitive, the City does not have an opportunity to thoroughly review and answer the energypolicy questions outlined by the Environmental Commission in April. As such, staff recommends reviewing the subscription agreement on its own merits. Then, after the Oak Leaf Energy community solar garden proposal, the City should address the energy policy questionsprior to reviewing any additional proposals. . Recommendation Review and discuss the Oak Leaf community solar gardens subscription agreement. The 25- year subscription agreement offers the City up to 18 percent of the garden, for a total of 1,600,000 kWh per year. This representsjust under50 percent of the City’s overall electricity use. If the Environmental and Natural ResourcesCommission recommends approval, the subscription agreement will be brought to the City Council for consideration. Attachments 1.Geronimo Energy Community Solar Garden Subscription Agreement Cost Savings Analysis 2.Renewable Energy Credit Practices and Claims 3.Oak Leaf Community Solar Garden Subscription Agreement Cost Savings Analysis 4.Oak Leaf Community Solar Garden Subscription Agreement(New Proposal) 3 Attachment 1 Attachment 2 Attachment 3 How will a community solar subscription work out for you financially? Compare costs and savings for multiple solar garden proposals in Xcel Energy territory Overview: You can use this tool to compare multiple Community Solar Garden (CSG) subscription proposals under the same set of assumptions by entering information into the "Subscriber Inputs" and "Proposals for Comparison" tables below. If you get stuck, trying clicking on that cell for a hint. Understanding Scenarios: No one knows for sure how electricity prices will increase over the next 25 years. Lots of factors including fuel costs, emissions regulations, emerging power generation technologies, and public policies will affect the rates. However, a CSG subscription offers you a certain pattern of increases that is probably less than would ordinarily be projected. Answer the questions below to develop a graph that shows alternate patterns of electrical rate increases for the next 25 years. Based on the amount of power in your subscription, this decision tool will calculate the financial advantage or disadvantage of your choice, depending upon the pattern of rate increases that ultimately occurs over the next 25 years. Subscriber Inputs and Hints (click on text below to learn more) Values (edit)Units What your desired subscription in kilowatt-hours (kWh) per year? 1 kWh /year 1,600,000 What Applicable Retail Rate (ARR) is paid per kWh at the start of your contract? 2 per kWh $0.10296 ($0.12596 residential; $0.12229 commercial; $0.09740 industrial) What is the payment rate on Renewable Energy Credits (REC) for your CSG? 3 per kWh $0.00 ($.02 for gardens > 250 kW) or ($.03 for gardens < or = to 250 kW) Xcel Energy average annualized electric price rate of change from 2000-2014: 6 per year 3.50% Enter escalation rate that you would like to test as the resulting rate of escalation for the 7 per year 3.00% next 25 years. What discount rate would you like to apply to the savings projections below? 8 per year 4.00% Approximate size of community solar subscription Based on your yearly kWh value above, this is roughly the subscription size you will need to cover kW (AC) 1,311.82 that level of electricity usage. What is the ballpark size of the panel being used by the garden developer? watts/panel 300 Approximate number of panels needed for your desired subscription size. panels 4372.7 Proposals for Comparison (click on cells for hints) Payment Proposal #Proposal NameStarting RateEscalatorDiscount AmountRate Floor Structure 1 Oak Leaf$0.09472.00%N/AN/A Flat/Escalated (Predictable 2 PROPOSAL 2$0.08002.50%N/AN/A Payment) 3 PROPOSAL 3$0.11500.00%N/AN/A $ Discount 4 Geronimo$0.0930N/A$0.010$0.00 (Predictable Savings) 5 PROPOSAL 5$0.0950N/A$0.008$0.00 6 PROPOSAL 6$0.0927N/A10%$0.00 % Discount 7 PROPOSAL 7$0.0947N/A8%$0.00 Monthly Advantage or Disadvantage over 25 Years Based on your subscription amount and assumptions of future electricity prices, your MONTHLY financial savings or costs as a result of your subscription are below for each proposal. This is the monthly difference between your bill credit and your payment to the developer at specific points in time. Year 5Year 10Year 15Year 20Year 25 Proposal Name # $ per month$ per month$ per month$ per month$ per month Oak Leaf $1,494.26$1,895.17$2,209.46$2,449.96$2,627.82 1 PROPOSAL 2 $3,080.71$3,083.11$3,064.83$3,029.24$2,979.30 2 PROPOSAL 3 $98.57$1,731.77$2,923.99$3,771.00$4,348.99 3 Geronimo $1,117.11$895.46$717.79$575.37$461.20 4 PROPOSAL 5 $893.69$716.37$574.23$460.29$368.96 5 PROPOSAL 6 $1,294.54$1,202.96$1,117.85$1,038.77$965.28 6 PROPOSAL 7 $1,035.63$962.37$894.28$831.02$772.23 7 NOTE: If you entered a Discount Rate in cell H12 above, these results will show Net Present Value. If you left the Discount Rate at 0%, these results will show simple savings. Cumulative Advantage or Disadvantage over 25 Years Based on your subscription amount and assumptions of future electricity prices, your CUMULATIVE financial savings or costs as a result of your subscription are below. This is the cumulative difference between your bill credits and your payments to the developer at specific points in time. Savings after 5 Savings after 10 Savings after 15 Savings after 20 Savings after 25 Proposal Name # yearsyearsyearsyearsyears Oak Leaf $78,126.24$182,663.87$308,071.90$449,623.64$603,300.51 1 PROPOSAL 2 $184,323.98$369,360.83$553,779.97$736,464.11$916,483.07 2 PROPOSAL 3 ($43,726.19)$23,364.55$172,058.31$379,448.93$627,650.25 3 Geronimo $73,370.05$132,182.27$179,325.17$217,114.13$247,405.13 4 PROPOSAL 5 $58,696.04$105,745.82$143,460.13$173,691.30$197,924.11 5 PROPOSAL 6 $80,002.94$154,346.07$223,429.77$287,626.14$347,280.93 6 PROPOSAL 7 $64,002.36$123,476.85$178,743.82$230,100.91$277,824.74 7 NOTE: If you entered a Discount Rate in cell H12 above, these results will show Net Present Value. If you left the Discount Rate at 0%, these results will show simple savings. Graph: Electricity Rates Over 25 Years Based on Subscriber Input Values Comparison of Bill Credit Rates and Solar Garden Subscription Rates over 25 Years $0.25 $0.20 $0.15 Rate ($/kWh) $0.10 Attachment 4 COMMUNITY SOLAR GARDEN SUBSCRIPTION AGREEMENT This Community Solar Garden Subscription Agreement(“Agreement”) is made and entered into by and between Oak Leaf Energy PartnersOhioLLC("Operator"), or its successors and assigns and the City of Maplewood, MN,("Subscriber"), a municipal entity,jointly referred to as the “Parties.” Recitals WHEREAS, Operator intends to construct, install, own, operate, and maintain a solar photovoltaic System at the Premises described on Exhibit C; WHEREAS, the Parties intend that, pursuant to the Tariff and the Power Purchase Agreement (“PPA”),the System will qualify as aCommunity Solar Garden and will generate Bill Credits to be applied to Subscriber’s monthly invoices from Northern States Powerfor retail electric service for Subscriber Meters; WHEREAS, Subscriber is willing to purchase, or pay to be allocated, Subscriber’s Allocated Percentage as described in Exhibit C of the Delivered Energy to be generated by the System commencing on the Commercial Operation Date and continuing through the Term, and Operator is willing to sell, or cause to be allocated, Subscriber’s Allocated Percentage of the Delivered Energy to be generated by the System to Subscriber commencing on the Commercial Operation Date and continuing through the Term, as provided under the terms of this Agreement; WHEREAS, this Agreement is for Community Solar Garden SCR_______ located in Ramsey County at ___________________________________________. NOW THEREFORE, in consideration of the foregoing recitals, mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1.DEFINITIONS. Capitalized terms are defined as follows: “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person. “Agreement” or “Contract”means the Community Solar Garden Subscription Agreement which consists of this agreement and all exhibits. “Applicable Law” means, with respect to any Person, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, permit, authorization, guideline, Governmental Approval, consent or requirement of the federal government or the state of Minnesota, enforceable at law or in equity, including the interpretation and administration thereof by such authority. Page 1 1 “Bankruptcy Event” means with respect to a Party, that either: (i) such Party has (A) applied for or consented to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property; (B) admitted in writing its inability, or be generally unable, to pay its debts as such debts become due; (C) made a general assignment for the benefit of its creditors; (D) commenced a voluntary case under any bankruptcy law; (E) filed a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up, or composition or readjustment of debts; (F) failed to controvert in a timely and appropriate manner, or acquiesced in writing to, any petition filed against such Party in an involuntary case under any bankruptcy law; or (G) taken any corporate or other action for the purpose of effecting any of the foregoing; or (ii) a proceeding or case has been commenced without the application or consent of such Party in any court of competent jurisdiction seeking (A) its liquidation, reorganization, dissolution or winding-up or the composition or readjustment of debts or, (B) the appointment of a trustee, receiver, custodian, liquidator or the like of such Party under any bankruptcy law, and such proceeding or case has continued undefended, or any order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect for a period of 60days. “Bill Credit”means the monetary value of the electricity generated by the Solar System commensurate with Subscriber’s Allocated Percentage, as calculated pursuant to the PPA and the Tariff, and credited to Subscriber by Northern States Power Company (“NSP”)on its monthly invoice for electric servicefor the Subscriber Metersin accordance with the PPA. “Bill Credit Rate” If Operator transfers the solar RECs to NSP under the PPA, the Bill Credit Rates will be the Enhanced Bill Credit in the PPA. If the Operator does not transfer the Solar RECs to NSP, the Bill Credit Rate will be the Standard Bill Credit in the PPA. “Billing Cycle” means the monthly billing cycle established by NSP. “Business Day” means any day other than Saturday, Sunday, or a legal holiday. “Community Solar Garden”means a community solar garden that qualifies for the Solar*Rewards Community Program as set forth in Minnesota Statutes section 216B.1641, related PUC orders and the Tariff. “Construction Commencement”means the date on which the Operator issues a notice to proceed under the applicable construction contract for the System. “Dateof CommercialOperation”means the first day of the firstfullcalendarmonth upon which commercial operation isachieved following completionof all Interconnection Agreement requirements and processes,as defined by the PPAexecutedby the Operator and NSP. “Delivered Energy” means the amount of alternating current (AC) energy generated by the System as inverted to AC and delivered to NSP at the Production Meter (as defined in the PPA). “Early Termination Date” means any date the Agreement terminates other than for expiration of the Term. “Effective Date” means the date on which the Agreement issignedby authorized representativesof both Parties in accordancewithSection 2.1. Page 2 2 “Environmental Attributes” means, without limitation, carbon trading credits, Renewable Energy Credits or certificates, emissions reduction credits, emissions allowances, green tags, tradable renewable credits, or Green-e® products. “Estimated Remaining Payments” means as of any date, the estimated remaining Payments to be made through the end of the Term, as reasonably determined and supported by Operator. “Expiration Date” means the date the Agreement terminates by reason of expiration of the Term. “Financing Party”or “Lender”means, as applicable (i) any Person (or its agent) from whom Operator (or an Affiliate of Operator) leases the System, or (ii) any Person (or its agent) who has made or will make a loan to or otherwise provide financing to Operator (or an Affiliate of Operator) with respect to the System. “Governmental Approval” means any approval, consent, franchise, permit, certificate, resolution, concession, license, or authorization issued by or on behalf of any applicable Governmental Authority. “Governmental Authority” means any federal, state, regional, county, town, city, watershed district, park authority, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government. “Installation Work” means the construction and installation of the System and the start-up, testing and acceptance (but not the operation and maintenance) thereof, all performed by or for Operator at the Premises. “Interconnection Agreement” means the Interconnection Agreement entered into or to be entered into between Operator and NSP as required by the PPA. “Land Lease Agreement”means the lease agreement between Operator and Subscriber,attached hereto as Exhibit E. “NSP” means Northern States Power Company, a Minnesota Corporation and any successorthereto and Xcel Energy Inc., to the extent it has control over NSP’s business. “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm, or other entity, or a Governmental Authority. “PPA” means the standardPowerPurchaseAgreementfor Solar*Rewards Community to be entered into by and between Operator and NSP whereby NSP agrees to purchase all of the energy produced by the photovoltaic Solar System and to pay for such energy by providing Bill Credits to Subscriber (and other Subscribers). A copy of the PPA will be attached to this Agreement as Exhibit G. “Premises” means the premises described in Exhibit C. “PUC” means the Minnesota Public Utilities Commission Page 3 3 “Solar Incentives” means any accelerated depreciation, installation or production-based incentives, investment tax credits and subsidies and all other solar or renewable energy subsidies and incentives. “Subscriber’s Allocated Percentage” means Subscriber’s allocated portion, stated as a percentage, of the Delivered Energy in a given month, as described in Exhibit C. “Subscriber Meters”means the meters associated with specific subscriber NSP accounts/premises listed in Exhibit Ias updated from time to time by the Parties. “Stated Rate”means a rate per annum equal to one and one-half percent per month or as otherwise established by Minnesota Statute Section 471.425 Subd. 4(a). “System” or “Solar System” means the integrated assembly of photovoltaic panels, mounting assemblies, inverters, converters, metering, lighting fixtures, transformers, ballasts, disconnects, combiners, switches, wiring devices and wiring, more specifically described in Exhibit C. “System Operations” means Operator’s operation, maintenance and repair of the System performed in accordance with the requirements of this Agreement. “Tariff” means the Solar*Rewards Community Program tariff in NSP’s rate book. 2.TERM AND TERMINATION. 2.1EffectiveDate.Thisagreement is effective upon signature by authorized representatives of both Partiestothe agreement. 2.2Term. The term of the Agreement begins on the Effective Date and continues for 25 years from the Commercial Operation Date (or such other time period as specified in writing by the Parties),unless terminated earlier under the provisions of this Agreement. Without limiting either Party’s termination rights elsewhere in this Agreement, this Agreement will terminate if (i) Subscriber has moved out of or relocated from the county in which the Solar System is located or a contiguous county or relocated from the NSP service territory,and has not, within 90 days after such move or relocation, assigned this Agreement in accordance with the provisions of Section 12.3, or (ii) the PPA is otherwise terminated. 2.3Operator Termination Before Commercial Operation. If any of the following events or circumstances occur before Construction Commencement, the Operator may terminate the Agreementimmediately upon writtennotice, in which case neither Partywill have any liability to the other except for any liabilities that accrued before termination: (a) After the performance of due diligence using industry standard methods and techniques, if there exist site conditions (including environmental conditions and ecological concerns such as presence of wildlife species) at the Premises or construction requirements that could not have been reasonably known or discovered through due diligence as of the date of this Agreement and that could reasonably be expected to materially increase the cost of Installation Work or would adversely affect the electricity production from the System as designed; (b)There has been a material adverse change in the (i) rights of Operator to construct the System on the Premises, or (ii) financial prospects or viability of the Solar System, Page 4 4 whether due to market conditions, cost of equipment or any other reason; (c)After timely application to NSP and best efforts to secure interconnection services, Operator hasnot received evidence that interconnection services will be available with respect to energy generated by the System; (d) After the performance of due diligence using industry standard methods and techniques, Operator has determined and did not previously know that there are easements, other liens or encumbrances, or other facts, circumstancesor developments that would materially impair or prevent, or have a material adverse effect on, the installation, operation, maintenance or removal of the System; or (e) Subscriber’s representation and warranty contained in Section 8.2(f) is no longer true and correct. 2.4 Subscriber TerminationPrior to Installation. If any of the following events or circumstances occur before Construction Commencement, Subscriber may terminate the Agreement immediately upon written notice, in which case neither Party willhave any liability to the other except for any liabilities that accrued beforetermination: (a) If NSP or another party with the authority to do so, disqualifies the Operator of thefacility from treatment as Operatorof the Community Solar Garden under Minnesota Statutes or Minnesota Public Utilities Commission order; or 2.5Force Majeure.Upon the occurrence of aforcemajeureevent, the Agreementmaybe terminatedconsistentwiththe provisions of Section 10.3 ofthisAgreement. 2.6Termination for Default.Ifeither Party defaults on theirresponsibilities under this Agreement, the Agreementmay be terminated under Section11. 2.7 Termination upon Mutual Agreement.This Agreement may be terminated atanytime, for any reason, by mutual agreement ofthePartiesin writing. Page 5 5 3.CONSTRUCTION, INSTALLATION AND TESTING OF SYSTEM. 3.1System Acceptance Testing. (a)Operator must test the System in accordance with such methods, acts, guidelines, standards and criteria reasonably accepted or followed by photovoltaic solar system integrators in the United States and as otherwise required by the PPA and the NSP Tariff. (b)Commercial Operation occurs when the “Date of Commercial Operation” occurs under the PPA. At least a week before the Date of Commercial Operation, Operator will send a written notice to Subscriber providing the Dateof Commercial Operation and the provided date will be the Commercial Operation Date for the purposes of this Agreement. Operator has the sole responsibility to notify NSP of this date and get any necessary approvals from NSP. (c)A copy of the warranty for the solar panels is attachedto this Agreement as Exhibit B. (d)All construction and installation work, excluding work that must be performed by licensed electricians, will be performed by contractors signatory to an agreement with the North Central States Regional Council of Carpenters covering such work. 4.SYSTEM OPERATIONS. 4.1Operator as Owner and Operator. The System will be owned by Operator or Operator’s Financing Party and will be operated and maintained in accordance with the PPA and the NSP Tariff and, as necessary, maintained and repaired by Operator at its sole cost and expense. Installation of the System, upgrades andrepairswillbe under thedirect supervision of an NABCEP- certifiedsolar professional. Maintenancewillbeperformedaccording to industrystandards, including the recommendations of the manufacturers of solar panels and other operational components. 4.2Metering. There will be two meters installed and maintained by NSP, which will measure the amount of electrical energy flowing to and from the Premises as further described in the PPA. The Production Meter (as defined in the PPA) will record the amount of Delivered Energy. Operator will make the raw meter data available to Subscriber upon Subscriber’s request. 4.3Maintenance Plan.Operatorwill maintain the System in accordance with the long- term maintenance plan in Exhibit E. 5.DELIVERY OF ENERGY. 5.1Purchase Requirement. Subscriber agrees to make payments calculated as Subscriber’s Allocated Percentage multiplied by Delivered Energy generated by the System beginning on the Commercial Operation Date and continuing for each applicablemonth of the Term. If there is a difference between the Bill Creditby NSP to the Subscriber on the Subscriber Meter Page 6 6 bills, and the Delivered Energy, for any reason not the fault of the Subscriber, the Subscriber’s payments will be based on the number of kWhs credited by NSP on the Subscriber Meter bills. 5.2Estimated Annual Delivered Energy. The total annual estimate of Delivered Energy for any givenyear is the “Estimated Annual Delivered Energy.” The Estimated Annual Delivered Energy and the estimated amount of electricity to be allocated to Subscriber for each year of the Term starting on the Commercial Operation Date areidentifiedin Exhibit D. The estimated amount of electricity allocated to Subscriber is Subscriber’s Allocated Percentage of the Estimated Annual Delivered Energy. 5.3 Environmental Attributes and Solar Incentives. (a) Subscriber’s purchase does not include Environmental Attributes or Solar Incentives; (b) Subscriber disclaims any right to Solar Incentives or Environmental Attributes based upon the installation of the System, and to avoid any conflicts with fair trade rules regarding claims of solar or renewable energy use and to help ensure that Environmental Attributes will be certified by Green-e® or a similar organization Subscriber will, at the request of Operator, execute documents or agreements reasonably necessary to fulfill the intent of this Section; (c) Whenreasonablypossible, Subscriber and Operator will consult with each other about press releases or public communications to help ensure that the Operator’srights to claim Environmental Attributes are not compromised while allowing both Parties to claim as much publicity as possible without compromising Operator’srights; and (d) Without limiting the foregoing, Subscriber agrees that NSP will acquire from Operator under the PPA all energy generated by the Solar System and all Renewable Energy Credits (as defined in the PPA) associated with the Solar System. Operatorand Subscriber agree not to make any statement contrary to NSP’s ownership. 5.4Title to System. Throughout the Term, Operator or Operator’s Financing Party is the legal and beneficial owner of the System at all times, and the System will remain the personal property of Operator or Operator’s Financing Party. 5.5Obligations of Parties. The Parties will work cooperatively and in good faith to meet all Community Solar Garden program requirements under Applicable Law, the PPA and the Tariff, including applicable interconnection and metering requirements. The Parties agree that beginning on the Commercial Operation Date (a) Operator will transmit all of the Delivered Energy into the NSP system for the benefit of Subscriber, and (b) Subscriber (or its designee) shall be entitled to any and all Bill Credits issued by NSP resulting from such transmission and corresponding with Subscriber’s Allocated Percentage. 6.PRICE AND PAYMENT. 6.1 Consideration. Subscriber shall pay to Operator a monthly payment (“Payment”)for Subscriber’s Allocated Percentage of Delivered Energy beginning on the Commercial Operation Date and continuing through the Term. The Subscriberwill pay a price of $.0947per Kilowatt Hour (“kWh Rate”) for its Allocated Percentageof the Delivered Energyup to but limited to the amount Page 7 7 of kWh’s for which the Subscriber receives Bill Credits.The kWh Rate shall increase by 2% per year for duration of the Term. To the extent Subscriber is paid by NSP for RECs related to this Community Solar Garden, Subscriber shall pay to Operator amonthly Renewable Energy Credit (REC) payment for Subscriber’s Allocated Percentage of Delivered Energy(as defined in Exhibit C)beginning on the Commercial Operation Date and continuing through the Term of this Agreement. The REC payment shall be the actual amount per Kilowatt Hour credited by NSP to Subscriber’s bill for the REC (“REC rate”), multiplied by the actual amount of Kilowatt Hours for which Subscriber receives Bill Credits: REC rate x Kilowatt Hours = REC payment The Parties agree that the REC rate effective at the time of execution of this Agreement is $0.02 per Kilowatt Hour. 6.2 Invoices. Operator shall invoice Subscriber within 30 days of the last Business Day of each calendar month (each such date on which an invoice is issued by Operator to Subscriber, an “Invoice Date”) for the Payment in respect of Subscriber’s Allocated Percentage of Delivered Energy and REC payment during the immediately preceding calendar month. Subscriber’s first invoice under this Agreement shall be for the first full calendar month after the Commercial Operation Date. For the avoidance of doubt, Subscriber shall (i) neither receive nor beentitled to any Bill Credits associated with Delivered Energy prior to the Commercial Operation Date, and (ii) have no obligation to make or any liability for Payments for Delivered Energyor REC Paymentsprior to the Commercial Operation Date. If the first month of commercial operation is less than a full calendar month, the Operator will bill Subscriber for any Delivered Energy on the invoice for the first full calendar month of operation. 6.3Time of Payment. Subscriber will pay all undisputed amounts due hereunder within 35 days of the Invoice Date. 6.4Method of Payment. Subscriber will make all payments under the Agreement by electronic funds transfer in immediately available funds to the account designated by Operator from time to time. If Subscriber does not have electronic funds transfer capability, or does notdesireto use electronicfundstransfer,payments shall be considered timely if a check is postmarked by the 30 day due date. All payments that are not paid when due shall bear interest accruing from the date becoming past due until paid in full at a rate equal to the Stated Rate. Except for billing errors or as provided in Section 6.5 below, all payments made hereunder shall be non-refundable, be made free and clear of any tax, levy, assessment, duties or other charges and not subject to reduction, withholding, set-off, or adjustment of any kind. 6.5Disputed Payments. If a bona fide dispute arises with respect to any invoice, Subscriber shall not be deemed in default under the Agreement and the Parties shall not suspend the performance of their respective obligations hereunder, including payment of undisputed amounts owed hereunder. If an amount disputed by Subscriber is subsequently deemed to have been due pursuant to the applicable invoice, interest shall accrue at the Stated Rate on such amount from the date becoming past due under such invoice until the date paid. 6.6Billing Adjustments Following NSP Billing Adjustments. If, as a result of anNSP billing adjustment, the quantity of Delivered Energy is decreased (the “Electricity Deficiency Page 8 8 Quantity”)and NSP reduces the amount of Bill Credits or Renewable Energy Credits allocated to Subscriber for such period, Operator will reimburse Subscriber for the amount paid by Subscriber in consideration for the Electricity Deficiency Quantity. If as a result of such adjustment the quantity of Delivered Energy allocated to Subscriber is increased (the “Electricity Surplus Quantity”) and NSP increases the amount of Bill Credits allocated to Subscriber for such period, Subscriber will pay for the Electricity Surplus Quantity at the kWh Rate applicable during such period. 7.GENERAL COVENANTS. 7.1Operator Covenants. Operator covenants and agrees to the following: (a)Notice of Damage orEmergency. Operator will within 3 business days notify Subscriber if it becomes aware of any significant damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System. (b)System Condition. Operator shall make commercially reasonable efforts to ensure that the System is capable of operating at a commercially reasonable continuous rate. (c)Governmental Approvals. While providing the Installation Work and System Operations, Operator shall obtain and maintain and secure all Governmental Approvals required to be obtained and maintained and secured by Operator and to enable Operator to perform such obligations. (d)Interconnection Fees. Operator is responsible for all costs, fees, charges and obligations required to connect the System to the NSP distribution system, including fees associated with system upgrades, production, and operation and maintenance carrying charges, as provided in the Interconnection Agreement (“Interconnection Obligations”).In no event shall Subscriber be responsible for any Interconnection Obligations. (e)Compliance with PPA, Tariff and Interconnection Agreement. Operator shall cause the System to be designed, installed and operated in compliance with the PPA, the Tariff and the Interconnection Agreement. (f) The PPA requires that Operator (as opposed to NSP) is responsible for answering all questions from Subscriber regarding its participation in the Solar System. Operator is solely responsible for resolving disputes with NSP or Subscriber regarding the accuracy of Subscriber’s Allocated Percentage and the Delivered Energy allocated to Subscriber in connection therewith. Notwithstanding the foregoing, Subscriber acknowledges that NSP is responsible for resolving disputes with Subscriber regarding the applicable rate used to determine the Bill Credit. (g)The representations Operator made in its proposal in response to the RFP issued by Subscriber, including representations as to Operator’s financial ability to operate and maintain the System are true and correct as of the date of this Agreement. (h)The Operator is duly organized and validly existing and in good standing in the jurisdiction of its organization, and authorized to do business in the State of Minnesota. Page 9 9 7.2 Subscriber’s Covenants. Subscriber covenants and agrees as follows: (a)Consents and Approvals. Subscriber will ensure that any authorizations required of Subscriber under this Agreement are provided in a timely manner. To the extent that only Subscriber is authorized to request, obtain or issue any necessary approvals, permits, rebates or other financial incentives, Subscriber will cooperate with Operator to obtain such approvals, permits, rebates or other financial incentives. (b)Subscriber Agency and Consent Form. On the Effective Date, Subscriber will execute and deliver to Operator a Subscriber Agency Agreement and Consent Form in the form attached hereto as Exhibit A. Subscriber acknowledges that such agreement is required of Subscriber pursuant to the PPA. 8.REPRESENTATIONS & WARRANTIES. 8.1Representations and Warranties Relating to Agreement Validity. In addition to any other representations and warranties contained in the Agreement, each Party represents and warrants to the other as of the date of this Agreement and on the Effective Date that: (a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization; (b)it has the full right and authority to enter into, execute, deliver, and perform its obligations under the Agreement; (c) it has taken all requisite corporate or other action to approve the execution, delivery, and performance of the Agreement; (d)the Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors’ rights generally; (e)there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein; and (f)its execution and performance of the Agreement and the transactions contemplated hereby do not constitute a breach of any term or provision of, or a default under, (i)any contract or agreement to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational documents, or (iii) any Applicable Laws. 8.2Specific Representations and Warranties of Subscriber. Subscriber represents and warrants to Operator as of the date of this Agreement and on the Effective Date that: (a)Subscriber is the sole party in interest agreeing to purchase Subscriber’s Allocated Percentage and is acquiring Subscriber’s Allocated Percentage for its own account, and not with a view to the resale or other distribution thereof, in whole or in part, and agrees that it will not transfer, Page 10 10 sell or otherwise dispose of Subscriber’s Allocated Percentage in any mannerin violation of applicable securities laws; (b) Subscriber is not relying on (i) Operator, or (ii) other subscribers, or any of the employees, members of boards of directors (or equivalent body) or officers, of those parties, or this Agreement with respect to tax and other economic considerations involved in the Agreement (c)Subscriber’s Allocated Percentage, combined with any other distributed resources serving the Subscriber Meters, represents no more than 120 percent of Subscriber’s average annual consumption at the Subscriber Meters over the last twenty-four (24) months; (d)Subscriber is a retail electric service customer of NSP and the Subscriber Metersare within the same county or contiguous county as the Solar System; and (e) Subscriber is not exempt from the Solar Energy Standard under Minnesota Statutes § 216B.1691, subd. 2(f)d. (f)Subscriber is an organization described in section 501(c)(25) of the Internal Revenue Code, a political subdivision with total assets in excess of $5,000,000. 8.3Exclusion of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 3.1, 4.1, 7.1, THIS SECTION 8, AND THE LAND LEASE AGREEMENT, THE INSTALLATION WORK, SYSTEM OPERATIONS AND PERFORMANCE PROVIDED BY OPERATOR TO SUBSCRIBER UNDER THIS AGREEMENT SHALL BE “AS-IS WHERE-IS.” NO OTHER WARRANTY TO SUBSCRIBER OR ANY OTHER PERSON, WHETHER EXPRESS, IMPLIED OR STATUTORY, IS MADE AS TO THE INSTALLATION, DESIGN, DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, USEFUL LIFE, FUTURE ECONOMIC VIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SYSTEM OR ANY OTHER SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY OPERATOR. 9.TAXES AND GOVERNMENTAL FEES. Operator is responsible for all income, gross receipts, ad valorem, personal property or real property or other similar taxes and any and all franchise fees or similar fees assessed against it due to its ownership of the System. Operator is not obligated for any taxes payable by or assessed against Subscriber based on or related to Subscriber’s overall income or revenues. 10.FORCE MAJEURE. 10.1Definition. “Force Majeure Event” means any act or event that prevents the affected Party from performing its obligations in accordance with the Agreement, if such act or event is beyond the reasonable control, and not the result of the fault or negligence, of the affected Party and such Party had been unable to overcome such act or event with the exercise of due diligence (including the expenditure of reasonable sums). Subject to the foregoing conditions,“Force Majeure Event” shall include the following acts or events: (i) natural phenomena, such as storms, hurricanes, floods, lightning, volcanic eruptions and earthquakes; (ii) explosions or fires arising from lightning or other causes unrelated to the acts or omissions of the Party seeking to be excused from performance; (iii) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, terrorist acts, or rebellion; (iv) strikes or labor disputes (except strikes or labor disputes Page 11 11 caused solely by employees of Operator or as a result of such Party’s failure to comply with a collective bargaining agreement); (v) action or inaction by a Governmental Authority (unless Subscriber is a Governmental Authority and Subscriber is the Party whose performance is affected by such action nor inaction); and (vi) any event of force majeure under the PPA. A Force Majeure Event shall not be based on the economic hardship of either Party. 10.2Excused Performance. Except as otherwise specifically provided in the Agreement, neither Party shall be considered in breach of the Agreement or liable for any delay or failure to comply with the Agreement (other than the failure to pay amounts due hereunder), if and to the extent that such delay or failure is attributable to the occurrence of a Force Majeure Event; provided that the Party claiming relief under this Article10 shall immediately (i) notify the other Party in writing of the existence of the Force Majeure Event, (ii) exercise all reasonable efforts necessary to minimize delay caused by such Force Majeure Event, (iii) notify the other Party in writing of the cessation or termination of said Force Majeure Event and (iv) resume performance of its obligations hereunder as soon as practicable thereafter; provided, however, that Subscriber shall not be excused from making any payments and paying any unpaid amounts due in respect of Subscriber’s Allocated Percentage of Delivered Energy prior to any performance interruption due to a Force Majeure Event. 10.3Termination for Force Majeure. Either Party may terminate this Agreement upon 15 days written notice to the other Party if any Force Majeure Event affecting such other Party has been in existence for a period of 180 consecutive days or longer, unless such Force Majeure Event expires before the end of the 15 day notice period. 11.DEFAULT. 11.1Operator Defaults and Subscriber Remedies. (a) Operator Defaults. The following events are defaults with respect to Operator (each, an“Operator Default”): (i) A Bankruptcy Event occurs with respect to Operator; (ii) Operator fails to pay Subscriber any undisputed amount owed under the Agreement within 30days from receipt of notice from Subscriber of such past due amount; (iii) Operator breaches any material term of thisAgreement or of the Land Lease Agreement and (A) if operatorcan cure the breachwithin 30days after Subscriber’s written notice of such breach and Operator fails to so cure, or (B) Operator fails to commence and pursue a cure within such 30 day period if a longer cure period is needed; (iv)The PPA is terminated for any reason; or (v) Operator fails to produce at least 85% of the electric production estimated for a calendaryear, when the solar irradiance available to the site is at least90% as predicted by System Advisor Model (SAM) orNational Renewable Energy Laboratory (NREL)and Operator does not cure within the allotted cure period.In the event of a Section 11.1(a)(v) default, Operator may cure the default by compensating Subscriber for Lost Savings, as defined herein,within 90days after Subscriber’s written notice of such breach. Lost Savings shall equal Guaranteed Production less the product of the Subscriber’s Allocated Percentage and the Delivered Energy multiplied by the Page 12 12 difference in the kWh Rate and the Bill Credit Rate for that year. Guaranteed Production shall equal the product of Estimated Energy Allocated to Subscriber for that year as shown in Exhibit Dand 85 percent. (Guaranteed Production – (Subscriber’s Allocated Percentage X Delivered Energy)) X (Bill Credit Rate –kWh Rate) (b) Subscriber’s Remedies. If an Operator Default described in Section11.1(a) has occurred and is continuing, in addition to other remedies expressly provided herein, Subscriber may terminate the Agreement and exercise any other remedy it may have at law or equity or under the Agreement. In the event of such termination, Subscriber shall use reasonable efforts to mitigate its damages. Page 13 13 11.2Subscriber Defaults and Operator’s Remedies. (a) Subscriber Default. The following events shall be defaults with respect to Subscriber (each, a “Subscriber Default”): (i) A Bankruptcy Event occurs with respect to Subscriber; (ii)Subscriber fails to pay Operator any undisputed amount due Operator under the Agreement within 30 days from receipt of notice from Operator of such past due amount; and (iii)Subscriber breaches any material term of thisAgreement or the Land Lease Agreement and (A) if such breach can be cured within 30days after Operator’s written notice of such breach and Subscriber fails to so cure, or (B) Subscriber fails to commence and pursue said cure within such 30 day period if a longer cure period is needed. (b)Operator’s Remedies. If a Subscriber Default described in Section11.2(a) has occurred and is continuing, in addition to other remedies expressly provided herein,Operator may terminate this Agreement, sell Subscriber’s Allocated Percentage to one or more persons other than Subscriber, recover from Subscriber the actual, reasonable and verifiable damages related to lost Community Solar Garden subscription and RECrevenues, recapture of the Federal investment tax credit and removal of the system, not to exceed the values shown in Exhibit J,and Operator may exercise any other remedy it may have at law or equity or under the Agreement. In the event of such termination, Operator shall use reasonable efforts to mitigate its damages. 12.ASSIGNMENT. 12.1 Assignment by Operator. Operator may not assign this Agreementor anyinterest therein,without the prior written consent of Subscriber, except as part of a Permitted Assignment as defined in Section 12.1(a).Operatorshall provide Subscriber with such information concerning the proposed transferee (including any person or entity liable for the performance of the terms and conditions of this Agreement) as may be reasonably required to ascertain whether the conditions upon Subscriber’s approval to such proposed assignment have been met. (a)Permitted Assignment. Operator may, without the consent of Subscriber, (1) transfer, pledge or assign all or substantially all of its rights and obligations hereunder as security for any financing and/or sale-leaseback transaction or to an affiliated special purpose entity created for the financing or tax credit purposes related to System, (2) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Operator; provided, however, that any such assignee shall agree to be bound by the terms and conditions hereof, (3) assign this Agreement to one or more affiliates; provided, however, that any such assignee shall agree to be bound by the terms and conditions hereof or (4) assign its rights under this Agreement to a successor entity in a merger or acquisition transaction; provided, however, that any such assignee shall agree to be bound by the terms and conditions hereof. Subscriber agrees to provide acknowledgments, consents or certifications reasonably requested by any Lender in conjunction with any financing of the System. (b)In the event of a Permitted Assignment by Operator of its interest in this Agreement to a person who has assumed, in writing, all of Operator’s obligations under this Agreement, Operator, without the necessity of any further document signed or actions taken Page 14 14 by any party, shall be released from any and all further obligations hereunder, and Subscriber agrees to look solely to such successor-in-interest of the Operator for performance of such obligations. Notwithstanding the foregoing, Operator must present to Subscriber audited financial statements showing that the assignee has equal or greater unencumbered financial resources than Operator prior to the Permitted Assignment. Any Financing Party is an intended third-party beneficiary of this Section 12.1. 12.2 Assignment by Subscriber. (a)Subscriber will not assign this Agreement or any interest herein, without the prior written consent of Operator; provided however that Operator shall not unreasonably withhold, condition or delay its consent; and provided, further, that Operator’s consent shall not be required to the assignment by Subscriber to another governmental entity in the event the State of Minnesota reassigns responsibility to such other governmental entity for providing the services currently undertaken by Subscriber at the facilities associated with the Subscriber Meters. (b) Subscriber does not need Operator’s consent to change the Subscriber Metersfor the same amount of subscription as long as all the Subscriber Metersare owned by the Subscriberand meet the requirements of the Community Solar Garden program. For such changes, Subscriber will notify Operator in writing and Operator will inform NSP of the change as soon as practicable. (c)Subscriber’s request for Operator’s consent to any proposed change or assignment as contemplated in Section 12.2(a) must be in writing and provided to Operator at least 30 days before the proposed effective date of such change or assignment, which request must include: (i) Subscriber's name and mailing address; (ii) the current Subscriber Meter(s); (iii) the assignee’s meters; (iv) the name of the individual or entity to whom Subscriber is requesting to assign this Agreement (if applicable) and the consideration (if any) proposed to be provided to Subscriber for such assignment; and (v) the proposed effective date ofsuch proposed change or assignment. In the case of any assignment of this Agreement in whole or in part to another individual or entity, (i) such assignee's metersshall be located within NSP’s service territory and within the same county as the Solar System or a contiguous county, (ii) such assignee shall execute a new Minnesota Community Solar Program Subscription Agreement substantially in the same form as this Agreement, specifically including the representations and warranties in Section 8.2; and (iii) the value of any consideration to be provided to Subscriber for assignment of this Agreement may not exceed the aggregate amount of Bill Credits that have accrued to Subscriber, but have not yet been applied to Subscriber’s monthly invoice(s) from NSP. (d)Upon any assignment of this Agreement pursuant to this Section 12.2, Subscriber will surrender all right, title and interest in and to this Agreement. Any purported assignment in contravention of this Section 12.2shall be of no force and effect andnull and void ab initio. No assignment will extend the Term of this Agreement. 13.NOTICES. 13.1Notice Addresses. Unless otherwise provided in the Agreement, all notices and communications concerning the Agreement shall be in writing and addressed to the other Party (or Page 15 15 Financing Party, as the case may be) at the addresses below, or at such other address as may be designated in writing to the other Party from time to time. Subscriber: Operator: Oak Leaf Energy Partners OhioLLC Shann Finwall nd Avenue, Suite 206 2645 E. 2 City of Maplewood Denver, CO 80206 Attn: Counsel Email: With a copy to Lender: 13.2Notice. Unless otherwise provided herein, any notice provided for in the Agreement shall be hand delivered, sent by registered or certified U.S. Mail, postage prepaid, or by commercial overnight delivery service, or transmitted by emailand shall be deemed delivered to the addressee or its office when received at the address for notice specified above when hand delivered, upon confirmation of sending when sent by email(if sent during normal business hours or the next Business Day if sent at any other time), on the Business Day after being sent when sent by overnight delivery service, or 5 Business Days after deposit in the mail when sent by U.S. mail. 13.3Address for Invoices. All invoices under the Agreement shall be sent to the address provided by Subscriber. Invoices shall be sent by regular first class mail postage prepaid. 14.INDEMNIFICATION,LIABILITY AND INSURANCE 14.01 Indemnification.Operator shall defend, indemnify, and hold harmless Subscriber, its presentandformer council members,officials,officers,agents,volunteers and employeesfromany liability,claims,causes of action, judgments, damages,losses,costs,or expenses, including reasonable attorney’s fees,resultingfromanyactoromission of Operator, a subcontractor, anyone directlyor indirectlyemployedbythem, and/or anyone for whose acts and/or omissionstheymay be liableinthe performance of the servicesrequiredbythisAgreement, and against alllossbyreasonof the failureofOperatortoperformanyobligation under thisAgreement. 14.02 Insurance.Withrespecttothe services provided pursuant tothisAgreement, Operator shallatalltimes during thetermof thisAgreementand beyond suchtermwhensorequired have and keepinforce the following insurance coverages: Page 16 16 Limits 1.CommercialGeneralLiabilityon an occurrencebasiswithcontractualliability coverage: GeneralAggregate$2,000,000 Products—CompletedOperationsAggregate2,000,000 Personal and Advertising Injury 1,500,000 Each Occurrence—Combined Bodily Injury and Property Damage 1,500,000 2.Workers’CompensationandEmployer’sLiability: Workers’CompensationStatutory IfOperatorisbasedoutside the stateof Minnesota, coveragemust comply withMinnesotalaw. Employer’sLiability. Bodily injuryby: Accident—EachAccident500,000 Disease—PolicyLimit500,000 Disease—EachEmployee500,000 Anumbrella or excesspolicy over primaryliability insurance coveragesisan acceptablemethod to providetherequiredinsurancelimits. The above establishesminimum insurance requirements.Itis the sole responsibility of Operator to determine the needforandtoprocure additional insurance whichmaybeneededin connection withthisAgreement. Upon writtenrequest,Operatorshallpromptly submit copiesof insurance policiesto Subscriber. Operator shall not commenceworkuntilithasobtainedrequired insurance and filedwithSubscriber a properly executedCertificateof Insurance establishing compliance.Thecertificate(s)mustname Subscriber as the certificateholderand as an additional insuredfor the liabilitycoverage(s)for all operations covered Page 17 17 under the Agreement.Operatorshall furnish to Subscriber updated certificates during the termof thisAgreementasinsurancepoliciesexpire. 14.03Liability.Without Subscriber waiving any statutory immunities and specifically subject to the liability limits contained in Minn. Stat. Section466.04, each Party agrees that it will be responsiblefor its own acts and omissions and the results thereof, to the extent authorized by the law, and shall not be responsible for the acts and omissions of another Party and the results thereof.Subscriber warrants that it has an insurance or self-insurance program with minimum coverage consistent with the liability limits in Minnesota Statutes Chapter 466. Operator agrees that the insurance, indemnification, and bonding requirement of Articles 7 and 8 in the Land Lease shall also apply to this Subscription Agreement. 15.COMPLIANCE 15.01TheOperatormustcomplywithallapplicablefederal,state,andlocallaws,rules, andregulations,includingany ruling of the Minnesota PublicUtilitiesCommission(PUC). 15.02Under the PUCOrderin DocketNumber E002/M-13-867, datedAugust 6, 2015, the Operator will,at the requestof the Council, provide documentation of continuing viabilityof the System, including but not limited to providing proof of sufficient financing; possession of requiredpermits;certification of compliance withFederal Energy RegulatoryCommissionForm 556; or proofthat the Operator hassufficient insurance tocoverthe ongoing installation, operation, or maintenance of the System. 16.DISCONTINUATION OF COMMUNITY SOLAR GARDEN PROGRAM. Notwithstanding anything herein to the contrary, this Agreement shall terminate immediately, without notice, if the Community Solar Garden program is discontinued, limited or materially adversely changed prior to Operator executing a PPA with NSP, so long as the Operator has used its best efforts to secure the PPA up to the point of program change. 17.MISCELLANEOUS. 17.1Integration; Exhibits.ThisAgreement, together with the attached Exhibits, constitute the entire agreement and understanding between Operator and Subscriber with respect to the subject matter thereof and supersedes all prior agreements relating to the subject matter hereof. The Exhibits attached hereto are integral parts of the Agreement and are made a part of the Agreement by reference. 17.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Operator and Subscriber. To the extent any amendment changes Subscriber’s Allocated Percentage, such amendment shall include the representation by Subscriber set forth in Section 8.2(c). 17.3Cumulative Remedies. Except as set forth to the contrary herein, any right or remedy of Operator or Subscriber shall be cumulative and without prejudice to any other right or remedy, whether contained herein or not. Page 2 18 17.4Limited Effect of Waiver. The failure of Operator or Subscriber to enforce any of the provisions of the Agreement, or the waiver thereof, shall not be construed as a general waiver or relinquishment on its part of any such provision, in any other instance or of any other provision in any instance. 17.5 Survival. The obligations under Section 8.3 (Exclusion of Warranties), Section 9 (Taxes and Governmental Fees), Section 13 (Notices), Section 14 (Data Practices), Section 15 (Indemnification, Liability and Insurance), Section 17 (Miscellaneous), or pursuant to other provisions of this Agreement that, by their sense and context, are intended to survive termination of this Agreement, shall survive the expiration or termination of this Agreement for any reason. 17.6Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without reference to any choice of law principles. The Parties agree that the courts of Minnesota and the federal Courts sitting therein shall have jurisdiction over any action or proceeding arising under the Agreement to the fullest extent permitted by Applicable Law. 17.7Severability. If any term, covenant or condition in the Agreement shall, to any extent, be invalid or unenforceable in any respect under Applicable Law, the remainder of the Agreement shall not be affected thereby, and each term, covenant or condition of the Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law and, if appropriate, such invalid or unenforceable provision shall be modified or replaced to give effect to the underlying intent of the Parties and to the intended economic benefits of the Parties. 17.8Relation of the Parties. The relationship between Operator and Subscriber shall not be that of partners, agents, or joint ventures for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including federal income tax purposes. Operator and Subscriber, in performing any of their obligations hereunder, shall be independent contractors or independent parties and shall discharge their contractual obligations at their own risk. 17.9Successors and Assigns. This Agreement and the rights and obligations under the Agreement are binding upon and shall inure to the benefit of Operator and Subscriber and their respective successors and permitted assigns. 17.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument 17.11Access. Subscriber has access to the Solar System in accordance with the terms of the Land Lease Agreement. Subscriber will have no ownership, possession right or control of the Solar System, and will have no rights or obligations with respect to the maintenance or operation of the Solar System. Operator will have no ownership, possession right, or control of the land other than the interest conveyed in the Land Lease Agreement. Except as provided in the land Land Lease Agreement, this Agreement does not convey to Subscriber any right, title or interest in or to any portion of any property (tangible or intangible, real or personal) underlying or comprising any portion of the Solar System. Page 3 19 17.12No Reliance. Subscriber is not relying on any representation, warranty or promise with respect to the Solar*Rewards Community Solar Program or the Solar Systemmade by or on behalf of NSP or Operator, except to the extent specifically stated in this Agreement. 17.13RecordKeeping. Operator will maintain books, records, documents and other evidence directly pertinent to performance of the work under this Agreement in accordance with generally accepted accounting and utility metering principles and practices, including all meter production records and adjustments thereto. Operator will also maintain the financial information and data used in preparation or support of the cost submission for any negotiated Agreement amendment and provide electronic, printed or copied documentation to the Subscriber as requested. These books, records, documents, and data mustbe retained for at least 6 years after the term of the Agreement, except in the event of litigation or settlement of claims arising from the performance of this Agreement, in which case the Operator agrees to maintain them until the Subscriber and any of its duly authorized representatives have disposed of the litigation or claims. 17.14 Audit. Therecords, books, documents, and accounting procedures and practices of the Operator and of any subcontractor relating to work performed pursuant to this Agreement shall be subject to audit and examination by the Subscriber and the Legislative Auditor or State Auditor. The Operator and any subcontractor shall permit the Subscriber or its designee to inspect, copy, and audit its accounts, records, and business documents at any time during regular business hours, as they may relate to the performance under this Agreement. Audits conducted by the Subscriber under this provision shall be in accordance with generally accepted auditing standards. Financial adjustments resulting from any audit by the Subscriber shall be paid in full within thirty (30) days of the Operator's receipt of audit. 18.15 Dispute Resolution. Operatormust submit in writing to the GeneralManager- Environmental Services of Subscriber any dispute regarding the meaning and intent of this Agreement or arising from performance of this Agreement r within 60 days after the dispute arises. The GeneralManager-Environmental Services or his/her designeemust respond to the Operatorin writing with a decision within 60 calendar days following receipt of the Operator’s dispute. Submission of a dispute to Dispute Resolution is a condition precedent to the Operator initiating any litigation relating to this Agreement. Pending final decision of a dispute, the Partieswill proceed diligently with the performance of the Agreement. Failure by the Operatorcomply precisely with the time deadlines under this paragraph as to any claim shall operate as a release of that claim and a presumption of prejudice to the Subscriber. 18.LENDER PROVISIONS 19.1Notice of Lender.Operator shall notify Subscriber of the identity of any Lender within thirty (30) days of such party becoming a Lender. 19.2Lender Collateral Assignment.Inthe event that Operator identifies a Lender pursuant to Section 19.1, then Subscriber hereby: Page 4 20 (a) Acknowledges and consents to the sale, assignment or conveyance or pledge or the collateral assignment by Operator to the Lender, of Operator’s right, title and interest in, to and under this Agreement, as consented to under Section 12.1 of this Agreement; (b) Acknowledges that any Lender as such collateral assignee shall be entitled to exercise any and all rights of lenders generally with respect to Operator’s interests in this Agreement; (c) Acknowledges that it has been advised that Operatorhas granted a security interest in the System to the Lender and that the Lender has relied upon the characterization of the System as personal property, as agreed in this Agreement, in accepting such security interest as collateral for its financing of the System; and (d) Acknowledges that any Lender shall be an intended third-party beneficiary of this Section 19.2. 19.3Lender Cure Rights Upon System Owner Default. Upon any Event of Default by Operator, a copy of any notice delivered under Article 11shall be delivered concurrently by Subscriber to any Lender at the addresses provided in writing by Operator to Subscriber. Following receipt by any Lender of any notice that Operatoris in default in its obligations under this Agreement, such Lender shall have the right but not the obligation to cure any such default, and Subscriber agrees to accept any cure tendered by the Lenders on behalf of Operatorin accordance with the following: (a) a Lender shall have the same period after receipt of a notice of default to remedy an Event of Default by Operator, or cause the same to be remedied, as is given to Operator after Operator’sreceipt of a notice of default hereunder; provided, however, that any such cure periods shall be extended for the time reasonably required by the Lender to complete such cure, including the time required for the Lender to obtain possession of the System (including possession by a receiver), institute foreclosure proceedings or otherwise perfect its right to effect such cure, but in no event longer than 180 days; and (b) the Lender shall not be required to cure those Events of Default that are not reasonably susceptible of being cured or performed by Lender. The Lender shall have the absolute right to substitute itself or an Affiliate for Operator and perform the duties of Operatorhereunder for purposes of curing such Event of Default. Subscriber expressly consents to such substitution, and authorizes the Lender, its affiliates (or either of their employees, agents, representatives or contractors) to enter upon the Premises to complete such performance with all of the rights and privileges of Operator, but subject to the terms and conditions of this Agreement and the Lease, . 19.4 Upon any rejection or other termination of this Agreement pursuant to any process undertaken with respect to Operator under the United States Bankruptcy Code, at the request of the Lender made within ninety (90) days of such termination orrejection, Subscriber shall enter into a new agreement with the Lender or its assignee having the same terms and conditions as this Agreement and the Land Lease. 19.5Except as otherwise set forth in this Article 19, the Parties’ respective obligations will remain in effect during any cure period. 19.6If the Lender (including any purchaser or transferee), pursuant to an exercise of remedies by the Lender, shall acquire title to or control of Operator’s assets and shall, within the Page 5 21 time periods described in Section 19.3 above, cure all defaults under this Agreement existing as of the date of such change in title or control in the manner required by this Agreement and which are capable of cure by a third person or entity, then such person or entity shall no longer be in default under this Agreement and this Agreement shall continue in full force and effect. The remainder of this page is intentionally blank. 19.7The Lender rights in this Agreement shall also apply to the Land Lease Agreement. IN WITNESS WHEREOF, the Partieshave causedthisContract to beexecuted bytheir duly authorizedofficers on the dates below: CITY OF MAPLEWOOD Dated: _________________________ By: __________________________________ OAK LEAF ENERGY PARTNERS OHIOLLC Dated: _________________________ By: __________________________________ Michael McCabe President Page 6 22 Exhibit A \[Insert form of Subscriber Agency Agreement and Consent Form as required by PPA\] Solar*RewardsCommunity Subscriber AgencyAgreementandConsentForm The undersigned(“Subscriber”)has a Subscriptionto the following CommunitySolar Garden: CommunitySolar GardenName: CommunitySolar GardenAddress: CommunitySolar Gardencontact informationforSubscriber questionsand complaints: Address (if differentfromabove); CommunitySolar Garden Operator: Telephone number: Emailaddress: Web Site URL: Subscriber Service Addresswhere Subscriber Name: receivingelectricalservice fromNorthern StatesPowerCompany: Subscriber’sAccountNumberwith Northern States PowerCompany: Page 7 23 Bysigning this Solar*RewardsCommunity Subscriber Agency Agreementand Consent Form, the Subscriberagreestoall of the following: 1.Assignment of Renewable EnergyCredits(“RECs”),Energy and CapacitytoNorthern StatesPower Company, a Minnesota corporation.The Subscriberagreesthat theCommunity Solar Garden Operator has authority toassignallenergy produced andcapacityassociatedwith the photovoltaic energysystemat the CommunitySolar GardentoNorthernStatesPower Company,and the Subscriber agreesthat allenergy produced, and capacityassociatedwith the Subscriber’sshare of the photovoltaic energysystemat the CommunitySolar Gardenshallbelong toNorthernStatesPowerCompany.The Subscriber alsoagreesthat theCommunitySolar Garden Operatorhas authority toassignallRECsassociatedwiththe photovoltaic energysystematthe CommunitySolar Gardento Northern StatesPowerCompany,andthatif the CommunitySolar Gardenor a person or entity on its behalfhas assigned the RECstoNorthernStatesPower Company,thenallRECsassociatedwith the Subscriber’sshare of the photovoltaic energysystem at the CommunitySolar Gardenshallbelong toNorthernStatesPower Company. 2.Tax Implications.The CommunitySolar GardenOperatorhas provided the Subscriber with a statementthatNorthernStatesPower Company makes no representationsconcerning the taxable consequencestothe Subscriberwithrespecttoits BillCreditstothe Subscriber or other tax issuesrelating toparticipationin the CommunitySolar Garden. 3.Northern StatesPower Company hereby discloses tothe Subscriberthatitrecognizes that not all production riskfactors,suchasgrid-failure eventsor atypically cloudy weather, arewithin the CommunitySolar GardenOperator’s control. 4.Information Sharing.Participating inthe Solar*RewardsCommunityProgramwill requiresharingSubscriber’sAccountInformation(name,account number, service address, telephone number, emailaddress,website URL, information on Subscriber participation in other distributedgeneration serving the premises of the Subscriber, Subscriber specific BillCredit(s)) andSubscriber’sEnergyUse Data(thepast,presentandfuture electricityusage attributableto the Subscriber forthe serviceaddressandaccount number identifiedfor participation in the CommunitySolar Garden).The following outlinesthe type of informationthat will be shared, and how that informationwill be used. a.Subscriber’s Account Information and Subscriber Energy Usage Data.The Subscriber authorizesNorthernStatesPower Company to provide the CommunitySolar GardenOperator (andthe CommunitySolar GardenOperator’sdesignated subcontractors andagents)withthe Subscriber’s Account Information and Subscriber’s Energy Usage Data asdescribedinSection 4 above. Thisinformationis neededtoallow the CommunitySolar GardenOperatordetermine the extenttowhichthe Subscriber is entitledtoparticipate inthe CommunitySolar Garden,and tovalidate the amount of the BillCreditsto be provided byNorthernStatesPowerCompanyto the Subscriber.The currentdata privacy policies of Northern States PowerCompanyapplicable toitsSolar*RewardsCommunityProgram provided tothe Subscriberby the CommunitySolar Page 8 24 GardenOperator pursuant Section 3above are attachedas Exhibit 1 of thisSolar*Rewards CommunitySubscriberAgencyAgreementandConsentForm.These privacypolicies include definitions of “Subscriber’s Account Information” and“Subscriber’s Energy Usage Data.” b.Subscriber’sSubscription Information: The Subscriberauthorizes the CommunitySolar Garden Operator to provide informationtoNorthern StatesPower Company identifying the Subscriber(with the Subscriber’sname,service address,andaccount number) anddetailingthe Subscriber’s proportional shareinkilowatts of theCommunitySolar Gardenandtoprovide additional updates of this information toNorthernStatesPowerCompanyascircumstances change.ThisinformationisneededtoallowNorthernStatesPowerCompanyto properly apply BillCredits for the photovoltaic energy generatedby the CommunitySolar Garden.Also,this information isneededtoallowNorthernStatesPower Company tosendtothe Subscribernotices or other mailingspertainingtotheir involvement inthe Solar*RewardsCommunityProgram.The CommunitySolar Garden Operator shall not disclose Subscriberinformationin annual reportsor other public documentsabsentexplicit,informed consent from the Subscriber.The Community Solar Garden Operator willnotrelease anySubscriber datatothird partiesexcepttofulfill the regulated purposes of the Solar*RewardsCommunityProgram,tocomply with a legalor regulatory requirement, or uponexplicit,informed consent from the Subscriber. c.AggregatedInformation.Aggregated information concerning productionatthe CommunitySolarGardenmay be publicly disclosedto support regulatory oversight of the Solar*RewardsCommunityProgram.This includes annual reports available to the public related tospecific CommunitySolar Gardens, including but notlimitedto production from the Community Solar Gardens;size,locationand the type of CommunitySolar Gardensubscribergroups;reporting onknowncomplaintsand the resolution of these complaints;lessonslearnedandany potential changestothe Solar*RewardsCommunityProgram; reporting on BillCreditsearnedand paid; andreporting on the application process.Aggregatedinformationwillnot identify individual Subscribers or provide Subscriber-Specific Account Information, Subscriber-Specific Energy UsageData or Subscriber-specificBill Creditsunless aSubscriberprovidesexplicit informed consent. Depending onthe nature of the aggregated information, however,itmaystill be possible toinfer the amount of production attributedto individual Subscriberstothe CommunitySolar Garden.The Subscriber agreesto the inclusion of its production information in the creation of the aggregated information. The Page 9 25 CommunitySolar GardenOperatorwill not use aggregatedinformationfor purposes unrelated tothe Solar*RewardsCommunityProgram without firstproviding notice andobtaining further consent, unless the aggregatedinformationis otherwise available as public information.The policies ofNorthernStatesPowerCompanyrelatedtosharing aggregated information are part of the data privacy policies containedin the attachedExhibit 1 of this Solar*Rewards CommunitySubscriber AgencyAgreementandConsentFormandshould be provided to the Subscriber by the CommunitySolar GardenOperatorpursuantSection 3 above. d.Information Requestsfrom the MPUC or the Department of Commerce.The Subscriber agreesthat theCommunitySolar GardenOperatorandNorthernStatesPower Companyare authorized to provide any information they possess relatedto the Subscriber or the Subscriber’s participation inthe CommunitySolar Gardento the Minnesota Public Utilities Commission(MPUC),the Minnesota Department of Commerce,or theMinnesota Office of Attorney General.This informationis needed toallow proper regulatoryoversight of Northern StatesPower Company and of the Solar*RewardsCommunityProgram. e.LiabilityRelease.NorthernStatesPower Companyshall not be responsible for monitoring or taking anystepsto ensure that the CommunitySolarGardenOperatormaintains the confidentiality of the Subscriber’s Account Information, the Subscriber’s Energy Usage or the BillCreditsreceivedpertainingto the Subscriber’s participation intheCommunitySolar Garden.However,NorthernStatesPowerCompanyshallremainliableforits own inappropriate release of Subscriber’s AccountInformationandSubscriber’s Energy Use Data. f.Duration of Consent.The Subscriber’s consent tothis information sharing shall be ongoing for the Term of the Contractbetweenthe Community Solar Garden Operator and NorthernStatesPower Company, or until the Subscriber no longer has aSubscriptiontothe CommunitySolar Gardenandthe Community Solar Garden Operator notifiesNorthernStates PowerCompany of this fact through the CSGApplication System. Provided, however, the Subscriber’s consent shallalsoapplythereaftertoallsuchinformation of the Subscriber pertaining tothat period of time during whichthe Subscriber had a Subscription tothe CommunitySolar Garden. g.Modification.The above provisionsaddressingdata privacy andinExhibit 1 shall remaininplace untiland unless other requirementsare adopted bytheMPUC inits generic privacy proceeding, Docket No. E,G999/CI- 12 1344, or other MPUCOrder.NorthernStates Power Company shallfile necessary revisions to its tariffsandcontractswithinthirty(30) days of suchOrder. Page 10 26 Subscriber’s Name: City of Maplewood Subscriber’sSignature: Date: Page 11 27 Exhibit B – Solar Panel Warranty \[Insert Copy of Warranty for Solar Panels\] To be inserted once solar panels have been purchased and warranty issued. Page 12 28 Exhibit C Description of Premises and System RamseyCounty Solar System County: Operator leases the Premises from _______________ Premises Ownership and Control: Up to 5000 kW (AC) (representing an initial estimate, which Solar System Size: may vary depending on the final design of the System) Allocated Percentage:40% - pending final analysis of Subscriber’s Allocated customer billing data and system size Percentage: Design and supply grid-interconnected, ground mounted Scope: solar electric (PV) system. To be inserted once panels purchased(must be on CEC list) Module(s): To be inserted once inverters purchased (must be IEEE 1547 Inverter: qualified) \[To be inserted once NSPcompletes its interconnection Anticipated Commercial study. \] Operation Date: TBD NSP Unique Garden Identifier: Page 13 29 Exhibit DEstimate Annual Energy. Estimated Annual Delivered Energy commencing on the Commercial Operation Date, and continuing through the Term, with respect to System under the Agreement shall be based on the Subscription price of $.0947/kwh with a 2% annual escalator for 25 years. The Subscriber will also pass through and pay to the Operator the $.02/kwh paid to the Subscriber by Xcel Energy as part of the Community Solar Garden program. Estimated production (which will be updated upon final completion) and allocation to Subscriber is listed below: Subscription CSG Subscription CSG Subscription YearAmountRate ($/kwh)Payment 11,600,000$0.0947$151,520 21,600,000$0.0966$154,550 31,600,000$0.0985$157,641 41,600,000$0.1005$160,794 51,600,000$0.1025$164,010 61,600,000$0.1046$167,290 71,600,000$0.1066$170,636 81,600,000$0.1088$174,049 91,600,000$0.1110$177,530 101,600,000$0.1132$181,080 111,600,000$0.1154$184,702 121,600,000$0.1177$188,396 131,600,000$0.1201$192,164 141,600,000$0.1225$196,007 151,600,000$0.1250$199,927 161,600,000$0.1275$203,926 171,600,000$0.1300$208,004 181,600,000$0.1326$212,165 191,600,000$0.1353$216,408 201,600,000$0.1380$220,736 211,600,000$0.1407$225,151 221,600,000$0.1435$229,654 231,600,000$0.1464$234,247 241,600,000$0.1493$238,932 251,600,000$0.1523$243,710 * For the purposes of the table Term year 1 begins on the Commercial Operation Date Page 14 30 The values in the table above are estimatesof (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. The table will be updated upon final design of the System; provided, however, any such updated values arealso estimates.Estimated Delivered Energy maybe reduced if the system size is reduced due to square footage limitations on the leased land. Operators used the following methodology to develop the above production projections: National Renewable Energy Laboratory’s PVWatts and SAM software tools. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK. Page 15 31 Exhibit E Land Lease Agreement To be inserted after execution of Land Lease Agreement Page 16 32 Exhibit F Operator’s Long Term Maintenance Plan Operator to Provide Page 17 33 Exhibit G PPA between Operator and NSP To be inserted prior to Commercial Operation Date Page 18 34 Exhibit H – Commercial Operation Date Notification \[To be added when the Commercial Operation Date is Finalized\] Page 19 35 Exhibit I –Subscriber Meters Subscriber will provide Operator with the Subscriber Meters andthe relevant detail below prior to Construction Commencement. Subscriber Meter NSPAccount NSPPremise NSPMeter Share of NameNumber Number Number Subscriber’s Allocated Percentage Total100% Page 20 36