Board Agenda September 22, 2015

Board of Commissioners

Fran Miron, District 1

Ted Bearth, District 2

Gary Kriesel, Chair, District 3

Karla Bigham, District 4

BOARD AGENDA Lisa Weik, District 5 SEPTEMBER 22, 2015 – 9:00 A.M.

1. 9:00 Roll Call Pledge of Allegiance 2. 9:00 Comments from the Public Visitors may share their comments or concerns on any issue that is a responsibility or function of Washington County Government, whether or not the issue is listed on this agenda. Persons who wish to address the Board must fill out a comment card before the meeting begins and give it to the County Board secretary or the County Administrator. The County Board Chair will ask you to come to the podium, state your name and city of residence, and present your comments. Your comments must be addressed exclusively to the Board Chair and the full Board of Commissioners. Comments addressed to individual Board members will not be allowed. You are encouraged to limit your presentation to no more than five minutes. The Board Chair reserves the right to limit an individual's presentation if it becomes redundant, repetitive, overly argumentative, or if it is not relevant to an issue that is part of Washington County's Responsibilities.

3. 9:10 Consent Calendar – Roll Call Vote 4. 9:10 Public Works – Peter Mott, Parks Manager and Cory Slagle, Assistant County Engineer A. Approval of St. Croix Boat & Packet Co. to Provide Professional Event Management Services at the Washington County Historic Courthouse B. Approval of Amendment No. 1 with SRF Consulting Group, Inc. for Final Design of County State Aid Highway (CSAH) 15/CSAH 10 Intersection Improvement Project C. Approval of Contract with SRF Consulting Group, Inc. for Final Design of the CSAH 15 and Old Trunk Highway 5 Project D. Approval of Cooperative Agreement with the City of Cottage Grove for Cost Sharing for CSAH 22 and Jamaica Avenue South Improvement Project 5. 9:30 Public Health & Environment – Judy Hunter, Senior Environmental Program Manager Overview of the Future Waste Management System - Public Comments on the Overview of the Future Waste Management System - Resolution – Amended and Restated Ramsey/Washington Recycling and Energy Board Joint Powers Agreement - Resolution – Endorsing the Purchase of RRT Assets by the Ramsey/Washington Recycling and Energy Board - Resolution – Financing Structure for the Acquisition of the Newport Facility - Resolution – Directing Amendments to the Washington County Solid Waste Master Plan 6. 11:00 General Administration – Molly O’Rourke, County Administrator Resolution – Conveying the Palmer Property to the City of Stillwater and Approval of a Conservation Easement to be Placed on the Property – Kevin Corbid, Deputy Administrator 7. 11:10 Commissioner Reports – Comments – Questions This period of time shall be used by the Commissioners to report to the full Board on committee activities, make comments on matters of interest and information, or raise questions to the staff. This action is not intended to result in substantive board action during this time. Any action necessary because of discussion will be scheduled for a future board meeting.

8. Board Correspondence 9. 11:25 Adjourn 10. 11:30 - 11:45 – Board Workshop with Administration Update with the Trust for Public Land (TPL) Regarding Tartan Park Assistive listening devices are available for use in the County Board Room If you need assistance due to disability or language barrier, please call (651) 430-6000 EQUAL EMPLOYMENT OPPORTUNITY / AFFIRMATIVE ACTION EMPLOYER

WASHINGTON COUNTY BOARD OF COMMISSIONERS CONSENT CALENDAR * SEPTEMBER 22, 2015 The following items are presented for Board approval/adoption: DEPARTMENT/AGENCY ITEM Administration A. Approval of September 8, 2015 County Board Meeting minutes.

B. Approval to appoint Jennifer Bovitz, Cottage Grove, to the Community Corrections Advisory Board to a partial term expiring December 31, 2016.

C. Approval to appoint Christine Otto to the Community Corrections Advisory Board, to fill the Education Representative vacancy to a first term expiring December 31, 2017.

D. Approval of 2014 Consolidated Annual Performance and Evaluation Report (CAPER) for submission to the US Department of Housing and Urban Development (HUD).

Property Records E. Approval of resolution for repurchase of tax forfeited land by Steven G. Scherrer. & Taxpayer Services

Public Health F. Approval of the renewal of the License to use Real Property agreement between & Environment Children’s Dental Services and Washington County for the provision of dental services at the Cottage Grove Service Center, Headwaters Service Center in Forest Lake and the Washington County Government Center.

G. Approval of resolution certifying to the county auditor special assessments for Property Assessed Clean Energy (PACE) projects and order the county auditor to extend the assessments plus interest on the properties listed in the resolution.

H. Approval of authorization for entry into a two-year agreement with the City of Stillwater to provide Subsurface Sewage Treatment System permitting and inspection services.

Public Works I. Approval of entering into a contract with Mavo Systems, Inc. to complete paint stabilization as a part of the North Shop renovation project.

J. Approval of resolution to approve declaration for receiving state grant funds known as Grant SG2012-075 for open space development at St. Croix Bluffs Regional Park, and grant funds known as Grant SG2012-076 for parking and trail improvements at Lake Elmo Park Reserve.

K. Approval of Amendment No. 1 to Agreement No. 04959 with the Minnesota Department of Transportation and the City of Oak Park Heights for installation and maintenance of landscaping on the north frontage road located at the intersection of Trunk Highway 36 and County State Aid Highway 24 (Osgood Avenue).

Consent Calendar items are generally defined as items of routine business, not requiring discussion, and approved in one vote. Commissioners may elect to pull a Consent Calendar item(s) for discussion and/or separate action.

Assistive listening devices are available for use in the County Board Room If you need assistance due to disability or language barrier, please call (651) 430-6000 EQUAL EMPLOYMENT OPPORTUNITY / AFFIRMATIVE ACTION EMPLOYER September 21, 2015 Monday

4:00 PM - Red Rock Corridor Commission & Tour METRO Red Line bus rapid transit -- Tour starts at the 28th Avenue Station, 8100 30th Avenue South,

Bloomington

September 22, 2015 Tuesday

8:15AM - Personnel Committee Meeting -- Washington County Government Center, Room 5505, 14949 62nd Street N, Stillwater

7:00 PM - Planning Advisory Commission Meeting -- Washington County Government Center, 14949 62nd Street N, Stillwater

September 23, 2015 Wednesday

9:00 AM - Metropolitan Mosquito Control Executive Committee -- 2099 University Avenue West, St. Paul

10:30 AM - Solid Waste Management Coordinating Board -- Metropolitan Counties Government Center, 2099 University Ave, St. Paul

September 24, 2015 Thursday

5:00 PM - Board of Adjustment & Appeals Meeting -- Washington County Government Center, 14949--62nd Street N., Stillwater

September 26, 2015 Saturday

9:00 AM - Washington County Library Strategic Planning Fall Retreat -- R.H. Stafford Branch, Lower Level, 8595 Central Park Place, Woodbury

September 30, 2015 Wednesday

6:30 PM - Library Board -- Stafford Library, 8595 Central Park Place, Woodbury

October 01, 2015 Thursday

12:00 PM - Metropolitan Energy Policy Coalition -- 100 Empire Dr - St. Paul

12:00 PM - East Central Regional Juvenile Center -- East Central Regional Juvenile Center, 7565 4th Avenue, Lino Lakes

October 02, 2015 Friday

Meeting dates, times and locations may change. Contact the Office of Administration or individual agencies for the most current information.

All Day REMINDER: NO BOARD MEETING SEPTEMBER 29 - 5TH TUESDAY

Admin Commissioners Calendar 1 9/14/2015 2:49 PM 260

OFFICIAL PROCEEDINGS OF THE COUNTY BOARD WASHINGTON COUNTY, MINNESOTA SEPTEMBER 8, 2015

The Washington County Board of Commissioners met in regular session at 9:00 a.m. Present were Commissioners Bigham, Bearth, Kriesel, Weik and Miron. Board Chair Kriesel presided. Also present were Molly O’Rourke, County Administrator; Brent Wartner, First Assistant County Attorney; Deb McDonald, County Board Secretary; residents; and county staff.

COMMENTS FROM THE PUBLIC

The Board Chair asked for comments from the public; none were heard.

CONSENT CALENDAR

Commissioner Bigham moved, seconded by Commissioner Bearth to adopt the following Consent Calendar:

1. Approval of August 25, 2015, County Board Meeting minutes.

2. Approval of request to convert non-supervisory vacant position to a supervisory Planning & Program Manager position.

3. Adoption of Resolution No. 2015-141 as follows:

RESOLUTION RECOMMENDING APPROVAL TO SET ASIDE A PORTION OF THE ANNUAL DISTRIBUTION OF NET REVENUE FROM TAX FORFEITED LAND SALES

WHEREAS, Minnesota Statute Chapter 282 gives the county board the authority to manage tax forfeited property that is located within Washington County, and

WHEREAS, the county auditor is to distribute the net revenue in the county’s forfeited tax sale fund to the local taxing districts after payment of county administrative expenses, according to one of two prescribed apportionment plans, and

WHEREAS, Minnesota Statutes section 282.08 subd. 4(ii) allows the county board to set aside up to 20 percent of net proceeds for the acquisition and maintenance of county parks or recreational areas, and

Therefore, be it resolved that the County Board of Commissioners directs the Washington County Department of Property Records and Taxpayer Services to set aside as authorized pursuant to section 282.08 subd. 4(ii) 20 percent of the net proceeds remaining in the tax forfeited sale fund to

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be used for acquisition and maintenance of county parks and recreational areas.

BE IT FURTHER RESOLVED that this 20 percent set aside shall be expended under the supervision of the county board.

4. Adoption of Resolution No. 2015-142 as follows:

PROCLAIMING SEPTEMBER AS CHILDHOOD CANCER AWARENESS MONTH IN WASHINGTON COUNTY

WHEREAS, according to the the American Cancer Fund for Children and Kids Cancer Connection, childhood cancer is the number one disease killer among children in the United States affecting 15,000 young people each year; and

WHEREAS, cancer kills one in five afflicted children, and many young people will suffer from long-term effects of comprehensive treatment, including secondary cancers; and

WHEREAS, the American Cancer Fund for Children and Kids Cancer Connection are dedicated to helping these children and their families; and

WHEREAS, the American Cancer Fund for Children and Kids Cancer Connection provide a variety of vital patient psychosocial services to children undergoing cancer treatment at University of Minnesota Amplatz Children's Hospital in Minneapolis, as well as participating hospitals throughout the country, thereby enhancing the quality of life for these children and their families; and

WHEREAS, the American Cancer Fund for Children and Kids Cancer Connection also sponsors the national Courageous Kid Recognition Award ceremonies and hospital celebrations in honor of a child's determination and bravery when fighting childhood cancer.

NOW THEREFORE, BE IT RESOLVED, That the Washington County Board of Commissioners does hereby declare September, 2015, as Children’s Cancer Awareness Month to raise awareness, support treatment and promote research.

5. Approval of an amendment for the food services agreement between CBM Managed Services and Washington County extending the term and increasing the jail cost per meal.

The foregoing Consent Calendar was adopted 5-0 with a Roll Call vote as follows: Ayes, Commissioners Bigham, Bearth, Weik, Miron and Kriesel; Nays, none.

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PUBLIC WORKS

Apply for Transportation Economic Development Program for Proposed Trunk Highway 36 and Hadley Avenue/County State Aid Highway 35 Interchange Project

Commissioner Bearth moved to adopt Resolution No. 2015-143 as follows:

RESOLUTION AUTHORIZING SUBMITTAL OF AN APPLICATION TO THE MINNESOTA DEPARTMENT OF TRANSPORTATION FOR THE 2015 TRANSPORTATION ECONOMIC DEVELOPMENT PROGRAM

WHEREAS, The Minnesota Department of Transportation (MnDOT) and the Minnesota Department of Trade and Economic Development (DEED) have announced the solicitation of the Transportation Economic Development (TED) program; and

WHEREAS, the program leverages private and public funds to close existing gaps in transportation construction projects—creating and preserving jobs across the state; and

WHEREAS, a total of approximately $30 million is available through the 2015 TED program solicitation; and

WHEREAS, Washington County is an eligible applicant; and

WHEREAS, Washington County is proposing to submit a TED application for $4,000,000 to close a funding gap for a folded diamond interchange at the existing signalized intersection of Trunk Highway (TH) 36 and Hadley Avenue/County State Aid Highway (CSAH) 35 in the City of Oakdale; and

WHEREAS, removing the traffic signal at the intersection will allow TH 36 through-vehicles to maintain speed, which will improve safety, capacity, reduce travel time and congestion, and provide more efficient access to adjacent businesses and

WHEREAS, MnDOT, in partnership with two counties (Ramsey and Washington) and nearly a dozen cities, have been investing in the TH 36 corridor to enhance the economic vitality of the state by providing safe, timely, and efficient movement of goods and people; and

WHEREAS, this collaborative partnership is working hard to convert TH 36 from a four-lane (divided) expressway to a four-lane controlled access facility; and

WHEREAS, this grant if awarded will advance the “controlled access” vision by constructing an interchange at one of the last remaining at-grade intersections west of Interstate 694; and

WHEREAS, this improvement will better connect the City of Oakdale to the downtowns of Minneapolis and St. Paul and will grant improved access to area employers; and

WHEREAS, the project is intended to improve mobility and support the economic vitality for the City of Oakdale.

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NOW, THEREFORE BE IT RESOLVED that the Washington County Board of Commissioners authorizes submittal of the application listed above for funding under the 2015 TED program.

Commissioner Miron seconded the motion and it was adopted 5-0 with a Roll Call vote as follows: Ayes, Commissioners Bigham, Bearth, Weik, Miron and Kriesel; Nays, none.

Support of Counties Transit Improvement Board Grant Applications – Gateway Corridor Project Development

Commissioner Weik moved to adopt Resolution No. 2015-144 as follows:

RESOLUTION APPROVING THE SUBMITTAL OF AN APPLICATION TO THE COUNTIES TRANSIT IMPROVEMENT BOARD FOR GRANTS PAYABLE IN 2016 FOR GATEWAY CORRIDOR PROJECT DEVELOPMENT

WHEREAS, the Counties Transit Improvement Board (CTIB) has authorized the 2015 Grant Solicitation Process for Grants Payable in 2016; and,

WHEREAS, Washington County has been a member of the CTIB since 2008; and,

WHEREAS, CTIB has identified the Project Development (PD) work necessary to advance the Gateway Corridor transitway as eligible for a CTIB capital grant; and

WHEREAS, the Gateway Corridor is located in Ramsey and Washington Counties, Minnesota, extending approximately 12 miles, and connecting downtown Saint Paul with its East Side neighborhoods and the suburbs of Maplewood, Landfall, Oakdale, Lake Elmo, and Woodbury; and,

WHEREAS, the Gateway Corridor transitway project will provide for transit improvements in the eastern portion of the Twin Cities; and,

WHEREAS, a Locally Preferred Alternative (LPA) was approved for the Gateway Corridor transitway project and adopted into the Metropolitan Council’s Transportation Policy Plan in early 2015; and

WHEREAS, the Draft Environmental Impact Statement (DEIS) phase of work is underway for the Gateway Corridor and is expected to be complete in December 2015; and,

WHEREAS, the next phase of development known as PD is schedule to begin in early 2016; and

WHEREAS, Washington County received a grant from CTIB in 2014 in the amount of 600,000 to fund the first 2 months of PD;

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WHEREAS, Washington County is requesting a Grant from CTIB in the amount of $5.4 million to fund remainder of year 1 of the 2 year PD phase of work; and,

WHEREAS, the grant application will be matched by $1.8 million in remaining State Bond Funds designated for the Gateway Corridor and $900,000 each from Ramsey County and Washington County.

NOW THEREFORE BE IT RESOLVED that the Washington County Board of Commissioners approves the submittal to CTIB of an application for Grants Payable in 2016 in the amount of $5.4 million to fund the remainder of year one of two of the PD phase of work for the Gateway Corridor.

BE IT FURTHER RESOLVED that the Washington County Board of Commissioners commits to providing its share of the local match to the grant in the amount of $900,000.

Commissioner Bearth seconded the motion and it was adopted 5-0 with a Roll Call vote as follows: Ayes, Commissioners Bigham, Bearth, Weik, Miron and Kriesel; Nays, none.

Support of Counties Transit Improvement Board Grant Applications – Additional Funds for Completion of the Implementation Plan for Red Rock Corridor

Commissioner Bigham moved to adopt Resolution No. 2015-145 as follows:

RESOLUTION APPROVING THE SUBMITTAL OF AN APPLICATION TO THE COUNTIES TRANSIT IMPROVEMENT BOARD FOR GRANTS PAYABLE IN 2016 FOR ADDITIONAL FUNDS FOR THE COMPLETION OF THE IMPLEMENTATION PLAN FOR THE RED ROCK CORRIDOR

WHEREAS, the Counties Transit Improvement Board (CTIB) has authorized the 2015 Grant Solicitation Process for Grants Payable in 2016; and,

WHEREAS, Washington County has been a member of the CTIB since 2008; and,

WHEREAS, Washington County was guaranteed one percent of the total estimated revenue generated for each of the years 2009 – 2010 and three percent of the total estimated revenue generated for each of the years 2011-2013 to accelerate the development of its transitways; and

WHEREAS, Washington County has $4,300,000 remaining in guaranteed funds that have been deferred from past solicitations; and

WHEREAS, the Red Rock Corridor is located primarily in Dakota, Ramsey and Washington County with service connections to Minneapolis, extending approximately 20 miles, and connecting downtown Saint Paul with its East Side neighborhoods and the suburbs of Newport, Cottage Grove, Saint Paul Park, Denmark Township and Hastings; and

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WHEREAS, the Red Rock Corridor transitway project will provide for transit improvements in the southeastern portion of the Twin Cities; and

WHEREAS, Bus Rapid Transit (BRT) was recently identified as the top performing transitway option in the Red Rock Corridor as a part of Alternatives Analysis Update (AAU) study completed in 2014; and

WHEREAS, Washington County received a grant from CTIB in 2015 using its guaranteed funds in the amount of $360,000 to fund the development of an Implementation Plan for the Red Rock Corridor based on the findings of the AAU; and

WHEREAS, As work progresses on the Implementation Plan, items have been identified that are outside the existing scope of work; and

WHEREAS, Additional stations and short-term transit improvements have been identified through the Implementation Plan process and funds are needed to support station area planning, comprehensive plan preparatory work, ridership modeling, and service planning; and

WHEREAS, the grant application will be matched by a $15,000 contribution from the Red Rock Corridor Commission through contributions from Washington County, Ramsey County, Hennepin County and Dakota County.

NOW THEREFORE BE IT RESOLVED that the Washington County Board of Commissioners approves the grant submittal to CTIB in the amount of $135,000 in guaranteed funds for the amendment of the scope of work for the ongoing Implementation Plan for the Red Rock Corridor.

BE IT FURTHER RESOLVED that the Washington County Board of Commissioners commits to providing its share of the local match to the grant as part of 2016 Red Rock Corridor Commission membership dues.

Commissioner Miron seconded the motion and it was adopted 5-0 with a Roll Call vote as follows: Ayes, Commissioners Bigham, Bearth, Weik, Miron and Kriesel; Nays, none.

Support of Counties Transit Improvement Board Grant Applications – Gateway Corridor Project Support Activities

Commissioner Weik moved to adopt Resolution No. 2015-146 as follows:

RESOLUTION APPROVING THE SUBMITTAL OF AN APPLICATION TO THE COUNTIES TRANSIT IMPROVEMENT BOARD FOR GRANTS PAYABLE IN 2016 FOR GATEWAY CORRIDOR PROJECT SUPPORT ACTIVITIES

WHEREAS, the Counties Transit Improvement Board (CTIB) has authorized the 2015 Grant Solicitation Process for Grants Payable in 2016; and,

WHEREAS, Washington County has been a member of the CTIB since 2008; and,

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WHEREAS, Washington County has approximately $4.3 million remaining in guaranteed funds that have been deferred from past solicitations; and

WHEREAS, the Gateway Corridor transitway project that will provide for transit improvements in the eastern portion of the Twin Cities; and,

WHEREAS, a Locally Preferred Alternative (LPA) was approved for the Gateway Corridor transitway project and adopted into the Metropolitan Council’s Transportation Policy Plan in early 2015; and

WHEREAS, the Draft Environmental Impact Statement (DEIS) phase of work is underway for the Gateway Corridor and is expected to be complete in December 2015; and,

WHEREAS, the process to transition the project to the State of Minnesota as the lead agency for the Project Development (PD) phase is expected to begin in early 2016; and,

WHEREAS, Washington County has identified a need to fund additional work during this transition period and throughout the year; and

WHEREAS, this additional work may include internal staffing and consultant resources to support the project’s entry into PD, additional environmental and permit coordination, station area planning work including assistance to local communities and ongoing public engagement; and

WHEREAS, Washington County is requesting a Grant from CTIB using its guaranteed funds in the amount of $1,350,000 to fund project support activities for the Gateway Corridor; and

WHEREAS, the grant application will be matched by a $150,000 contribution from the Gateway Corridor Commission through contributions from Ramsey County and Washington County,

NOW THEREFORE BE IT RESOLVED that the Washington County Board of Commissioners approves the submittal to CTIB of an application for Grants Payable in 2015 in the amount of $1,350,000 in guaranteed funds for Gateway Corridor project support activities.

Commissioner Bearth seconded the motion and it was adopted 5-0 with a Roll Call vote as follows: Ayes, Commissioners Bigham, Bearth, Weik, Miron and Kriesel; Nays, none.

GENERAL ADMINISTRATION

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Invitation to Attend the September 15th Washington County Health, Safety, and Wellness Event

Molly O’Rourke, County Administrator, invited the Washington County Board and Washington County employees to the Health, Safety, and Wellness Event on Tuesday, September 15th, from 3:00 p.m. to 7:00 p.m. at the Lake Elmo Park Reserve.

COMMISSIONER REPORTS – COMMENTS – QUESTIONS

Commissioner Bigham reported that she attended the Woodbury Development Tour. She attended the Newport City Council Meeting to provide updates on the Resource Recovery Project Board. She commented on Congressman Emmer’s visit in Forest Lake on August 26th, and recommends similar visits from other legislative members in the future.

Commissioner Miron commented on a meeting he attended with CenturyLink, Kevin Corbid, Deputy Administrator, and Mjyke Nelson, Information Technology Director, regarding broadband build out within the county, with a focus on Afton, Hugo, and May Township. He attended the Water Consortium meeting, and commented on the Aquatic Invasive Species funding discussion. He attended the Metropolitan Mosquito Control District meeting in regards to legal counsel bids.

Commissioner Weik provided updates from the Counties Transit Improvement Board Executive Committee meeting. She attended the Woodbury Development Tour. She attended the Metropolitan Energy Policy Coalition. She reported that following the Gateway Corridor Commission meeting on September 10th, at the Woodbury City Hall, there will be a public hearing at 5:30 p.m. regarding the draft recommended Gateway Route through Lake Elmo and Woodbury.

Commissioner Bearth thanked employees for participation in the employee survey, and commented on the positive response rate of 97.6%.

Commissioner Kriesel requested additional information regarding the broadband meeting, and requested to be included in any additional meetings. Kevin Corbid, Deputy County Administrator, provided an overview of the broadband meeting with CenturyLink.

BOARD CORRESPONDENCE

Board correspondence was received and placed on file.

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EXECUTIVE CLOSED SESSION WITH PUBLIC WORKS

The Board reconvened in Executive Session to review an appraisal on the parcel at 1756 Lake Elmo Avenue North, and an appraisal on the parcel at 1796 Lake Elmo Avenue North, both for inclusion into the Lake Elmo Park Reserve, the time being 10:07 a.m. Present for the Executive Session were Commissioners Bigham, Miron, Bearth, Kriesel, and Weik. Also present were Molly O’Rourke, County Administrator; Kevin Corbid, Deputy Administrator; Don Theisen, Public Works Director; Wayne Sandberg, Public Works Deputy Director and County Engineer; John Elholm, Parks Director; Sharon Price, Property Manager; Rick Hodsdon, Assistant County Attorney III; and Deb McDonald, Board Secretary.

The Board returned from Executive Session, the time being 10:09 a.m.

ADJOURNMENT

There being no further business to come before the Board, Commissioner Miron moved to adjourn, seconded by Commissioner Weik, and it was adopted unanimously. The Board meeting adjourned at 10:10 a.m.

BOARD WORKSHOP – 2016 PROPOSED BUDGET

The Board met in workshop session to discuss the 2016 proposed budget with the following: Housing & Redevelopment Authority, Washington County Regional Railroad Authority, and Administration to discuss any outstanding issues related to the proposed 2016 budget. No business was transacted and the public was welcome to attend. Present for the workshop session were Commissioners Bigham, Bearth, Weik, Miron, and Kriesel. Also present were Molly O’Rourke, and outside agencies.

Gary Kriesel, Chair County Board Attest:

Molly F. O’Rourke County Administrator

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BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 3B Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Administration Nancy Brase 651-430-6009 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Yvonne Klinnert 651-430-6026

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approval to appoint Jennifer Bovitz, Cottage Grove, to the Community Corrections Advisory Board to a partial first term expiring December 31, 2016.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Consent No IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: Commissioner Bigham recommends this appointment.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? No

Budget Information

FUNDING: NA

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: N/A RECOMMENDATIONS: Approved COMMENTS: COMMENTS: BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 3C Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Administration Nancy Brase 651-430-6009 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Yvonne Klinnert 651-430-6026

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approval to appoint Christine Otto to the Community Corrections Advisory Board, to fill the Education Representative vacancy to a first term expiring December 31, 2017.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Consent No IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: Community Corrections Director, Tom Adkins recommends this appointment.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? No

Budget Information

FUNDING: NA

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: N/A RECOMMENDATIONS: Approved COMMENTS: COMMENTS: BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 3D Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Administration Kevin Corbid 651-430-6003 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Melissa Taphorn 651-202-2821 Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approval of 2014 Consolidated Annual Performance and Evaluation Report (CAPER) for submission to the US Department of Housing and Urban Development (HUD). AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Consent No IS THIS MANDATED? EXPLANATION OF MANDATE: Yes An annual performance report is required to access Community Development Block Grant (CDBG) and Home Investment Partnership (HOME) funds. BACKGROUND/JUSTIFICATION: The Consolidated Annual Performance and Evaluation Report (CAPER) details Washington County's progress toward meeting the goals outlined in Washington County's 2010-2014 Consolidated Plan and projects undertaken with 2014 Community Development Block Grant (CDBG) and the Home Investment Partnership (HOME) program funds. The CAPER Executive Summary is attached. The full report can be viewed on the Washington County HRA's website: www.wchra.com.

The CAPER details accomplishments including 1) funds invested in projects and activities; 2) households and persons assisted; 3) actions taken to affirmatively further fair housing; and 4) grant- funded projects that meet housing and community development needs in Washington County.

The goal of Washington County's CDBG and HOME funds for 2010-2014 was to provide decent affordable housing to low-and moderate-income residents of Washington County. Projects included rehabilitation of rental units, development of new owner and rental units, and acquiring and rehabilitating existing owner units. Washington County 2014 accomplishments included renovation of 42 rental units in St. Paul Park, rehabilitation of 18 owner occupied units, and construction of 9 owner occupied townhomes. Funds also were used for land acquisition and construction of a food shelf in Hugo and to prevent homelessness by providing public services for households with housing emergencies. Washington County, as member of the Fair Housing Implementation Council (FHIC), provided funding for fair housing testing and a number of promotional videos to educate the public on fair housing issues.

The draft CAPER was released for public comment and published on the HRA's website with instructions on how to comment on August 31, 2015. The public comment period ended September 15, 2015. Notice of the public comment period and public hearing was published in the Stillwater Gazette. Two public hearings are required. One public hearing will be conducted by the Authority on September 15th. A second public hearing will be held on September 22, 2015 by the Dakota County HOME Consortium. No public comments have been received to date. Upon County approval, the plans and certifications will be submitted to HUD, through the Dakota County HOME Consortium, on or before the September 30th deadline. PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes CDBG Citizen Advisory Committee approved 2014 Consolidated Annual Performance and Evaluation Report on September 2, 2015.

Recommendation of approval to Washington County Board of the 2014 Consolidated Annual Performance and Evaluation Report by the Washington County HRA on September 15, 2015. Budget Information

FUNDING: NA Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: ATTACHMENT A

2014 Program Year CAPER The Consolidated Annual Performance and Evaluation Report includes Narrative Responses to CAPER questions that CDBG, HOME, HOPWA, and ESG grantees must respond to each year in order to be compliant with the Consolidated Planning Regulations.

Executive Summary

Overview: Provide a brief overview that includes major initiatives and highlights that were proposed and executed throughout the program year.

The Consolidated Annual Performance and Evaluation Report (CAPER) details Washington County’s progress toward meeting the goals outlined in Washington County’s 2010-2014 Consolidated Plan and 2014 Annual Action Plan. The CAPER reports on activities funded by the U.S. Department of Housing and Urban Development (HUD) Home Investment Partnerships Program (HOME) and Community Development Block Grant (CDBG) Program. Washington County has participated in the CDBG Program since 2001 and the HOME Program, as part of the Dakota County Consortium, since 1994. On October 21, 2014; the Washington County Housing and Redevelopment Authority (HRA) executed a subrecipient agreement with Washington County to begin administering the CDBG and HOME programs on behalf of the County.

The CAPER contains three main parts:

 The first part discusses the overall achievements in housing and community development for the 2014 Program Year (July 1, 2014 through June 30, 2015), the fifth year of the 2010-2014 Consolidated Plan.  The second part provides a narrative focused on the financial and programmatic performances of each entitlement-formula grant awarded through the CDBG and HOME programs. Other narratives in this part describe the ability of the county and its funding recipients to leverage additional resources for housing and supportive services activities.  The third part of this CAPER compiles attachments of supporting data for the narratives found in the first two parts.

The CAPER shows how Washington County met national goals and objectives in the areas of housing, homelessness, and community development. Washington County’s 2010-2014 goals included expanding and preserving the supply of safe, decent and affordable housing, strengthening the community’s suitable living environment, and promoting opportunities for economic self‐sufficiency.

In deciding which projects to fund with CDBG, the HRA ensures that the funded projects meet at least one of the three national objectives:  Benefit low to moderate income populations  Prevent or eliminate slum and blight; or  Provide and urgent need. ATTACHMENT A

The HRA ensures a proposed project meets one of the following four objectives for HOME funds:  Provide decent affordable housing to lower income households  Expand the capacity of nonprofit housing providers;  Strengthen the ability of state and local governments to provide housing; and  Leverage private sector participation in affordable housing.

In program year 2014, Washington County provided CDBG and HOME funds to acquire, improve and maintain housing units. HOME funds were allocated to projects that improve the quantity and quality of housing in Washington County. The 2014 Program Year HOME funds were allocated to Twin Cities Habitat for Humanity, Inc. (TCHFH) to construct 8 townhomes in Hugo and pre-awarded to Piccadilly Square, a 79-unit Senior Housing Building, both for households at or below 80% area median income. The Piccadilly Square project, which has 2014 and 2015 CDBG and HOME funds, will begin construction in September of 2015.

Currently with CDBG 2014 funds, Washington County supported one public facilities project which was the acquisition of land and construction of Hugo Good Neighbor Food Shelf. This project benefits those who are low to moderate income households as well as those who are homeless. Currently, Washington County HRA is supporting open projects consisting two rehabilitation projects, Park Place and the Owner Occupied Rehabilitation Loan Program. CDBG funds also supported two public services projects, the Crisis Fund and Eligibility Specialist. Approximately 1,016 people were assisted with public service dollars that funded programs benefiting those with special needs, or at risk of homelessness, or in need of food and medical services.

In the 2014 program year the total expenditure of CDBG funds was $671,074.99, of which $568,605.34 was disbursed to projects. The HRA Park Place rehabilitation project has been disbursed $118,373.21, Hugo Good Neighbor Food Shelf $63,000, Two Rivers Community Land Trust $67,500 and Greater Metropolitan Housing Cooperation $270,456.75 of their 2014 Funds. These totals include some funding from prior years. The 2014 Projects are almost complete. The two public services programs were disbursed $49,275.38. Administration was allocated 20% CDBG funding ($102,469.02), however due to other projects not having spent down their entire allocation as of yet, the total disbursed percentage shows higher in this area. All projects funded met national objectives as well as goals and priorities established by the County.

HOME funds total expenditure for Washington County was $301,947.18, of which $287,179 was distributed for Twin Cities Habitat for Humanity Mississippi Dunes Project. The project consisted of 2013 HOME funds to build 8 townhomes in Cottage Grove for families at or below 80% area median income (AMI) but mainly targeting those under 80% AMI. Twin Cities Habitat for Humanity Garden Gate II 2013 project was completed and 5 townhomes were sold to homeowners the end of June 2015. The 2014 Program Year Habitat for Humanity Generation Acres and 2013 Garden Gate II projects are expected to have disbursements soon. BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 3E Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Property Records & Taxpayer Steve Gransee 651-430-8272 Services PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Steve Gransee 651-430-8272

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approve resolution for repurchase of tax forfeited land by Steven G. Scherrer.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Consent No IS THIS MANDATED? EXPLANATION OF MANDATE: Yes The law requires counties to manage all tax forfeited property on behalf of the State of Minnesota. The law also requires that the County Board must review and either approve or deny all repurchase applications.

BACKGROUND/JUSTIFICATION: The department has received an application for the repurchase of tax forfeited land from Steven G. Scherrer. Parcel 20.030.20.21.0045, located in the City of Stillwater, forfeited for the non-payment of property taxes on July 20, 2015. The former owner of record at the time of forfeiture was Steven's Custom Homes, owned by Steven G. Scherrer. The parcel is a vacant lot classified as non-homestead at the time of forfeiture, limiting its eligibility for repurchase to one year. The parcel meets the criteria to be classified as non-conservation. By law, any party to whom the right to pay the property taxes on the parcel has been given by statute, mortgage, or other legal agreement, may apply for a repurchase. In this case, Steven G. Scherrer, being the owner of Steven's Custom Homes is eligible to submit an application for repurchase to be considered by the County Board. The cost of repurchase for this parcel is $12,476.81 which represents the total amount of delinquent taxes, penalties, interest, costs, and fees. A check has been received for this exact amount.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes Finance Committee review and approval on September 8, 2015.

Budget Information

FUNDING: NA

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: BOARD OF COUNTY COMMISSIONERS WASHINGTON COUNTY, MINNESOTA RESOLUTION NO.

DATE September 22, 2015 DEPARTMENT PRTS MOTION SECONDED BY BY COMMISSIONER COMMISSIONER

RESOLUTION APPROVING REPURCHASE OF TAX FORFEITED LAND BY STEVEN G. SCHERRER

WHEREAS, taxation parcel PID #20.030.20.21.0045, located in the City of Stillwater, forfeited for the non-payment of property taxes on July 20, 2015; and

WHEREAS, Steven Scherrer, owner of Steven’s Custom Homes, Inc. submitted an application on September 3, 2015 to repurchase said tax parcel and a check in the amount of $12,476.81 representing the total amount of delinquent taxes, penalties, interest, costs and fees for the repurchase; and

WHEREAS, Minnesota statutes 282.241 allows for the repurchase of either nonconservation or conservation nonhomesteaded tax forfeited land within one year of forfeiture by the previous owner, heirs, or other parties with legal interest in the property; and

WHEREAS, the Washington County Board of Commissioners find the repurchase application to be in compliance with MS 282.241.

NOW, THEREFORE, BE IT RESOLVED, that the Washington County Board of Commissioners approves the request for repurchase of the tax forfeited parcel #20.030.20.21.0045 by Steven G. Scherrer for the amount of $12,476.81.

ATTEST: YES NO BEARTH COUNTY ADMINISTRATOR BIGHAM

KRIESEL MIRON

WEIK COUNTY BOARD CHAIR

July 2002 http://washnet/forms/CountyBd/Resolution.dot Stillwater - 20.030.20.21.0045

Legend

0 53 106 ft. Scale: 1:908 Map center: 45° 4' 33.8" N, 92° 50' 16.0" W This drawing is the result of a compilation and reproduction of land records as they appear in various Washington County offices. The drawing should be used for reference purposes only. Washington County is not responsible for any inaccuracies. Stillwater - 20.030.20.21.0045

Legend

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Health & Environment Jill Timm 651-275-7286 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Jill Timm 651-275-7286

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Renewal of the License to use Real Property agreement between Children's Dental Services and Washington County for the provision of dental services at the Cottage Grove Service Center, Headwaters Service Center in Forest Lake and the Washington County Government Center

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Consent Yes IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: In 2009, the Department of Public Health & Environment entered into a service contract with Children's Dental Services (CDS). Children's Dental Services has successfully provided preventative and intervention services one day a month at the Cottage Grove Service Center since that time, and expanded to provide services one day a month in Forest Lake beginning in 2013. CDS serves uninsured and under-insured children, through age 26 and pregnant women. Services are provided in the Women, Infants and Children (WIC) clinic space on a day that is not scheduled for WIC or other Public Health services. Services include examinations, x-rays, cleanings, flouride, treatments, plastic sealants, fillings, crowns and extractions. In addition to providing the care, Children's Dental Services handles all scheduling, billing and other logistics of providing the client care. They provide all equipment, including the drop off and pick up of the portable dental equipment for use each month. Public Health staff assist with promotion of the services and provision of the space. Dental care provided by Children's Dental Services has proven to be an excellent way to fill a healthcare gap for families in our community without adequate dental coverage and in need of preventative care. The renewal agreement includes continued use of the Cottage Grove and Headwaters Service Centers and adds services at the County Government Center in Stillwater.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes Prior Licenses to use Real Property have been granted to Children's Dental Services by the Board.

Budget Information

FUNDING: NA Approvals COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 3G Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Health & Environment Nicole Stewart 651-275-7284 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Nicole Stewart 651-275-7284

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approval of resolution certifying to the county auditor special assessments for PACE projects and order the county auditor to extend the assessments plus interest upon the properties listed in the resolution.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Consent No IS THIS MANDATED? EXPLANATION OF MANDATE:

BACKGROUND/JUSTIFICATION: Washington County Board of Commissioners approved the Joint Powers Agreement (JPA) with the Saint Paul Port Authority (SPPA) on August 11, 2015 designating the SPPA to implement and administer the Property Assessed Clean Energy (PACE) improvement financing on behalf of the county and providing for the imposition of special assessments pursuant to Minnesota Statutes Sections 216C.435 and 216C.436 and Chapter 429. The county agreed to place a special assessment on the property in accordance with the application and petition for special assessments received from the owners of the property and approved by the SPPA. The county will collect special assessments and remit to the SPPA for use in the repayment of the loan or bond.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? No

Budget Information

FUNDING: NA

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: BOARD OF COUNTY COMMISSIONERS WASHINGTON COUNTY, MINNESOTA RESOLUTION NO.

DATE September 22, 2015 DEPARTMENT Public Health and Environment MOTION SECONDED BY BY COMMISSIONER COMMISSIONER

Certification of Property Assessed Clean Energy (PACE) Charges for Energy Improvements

WHEREAS, the Washington County Board of Commissioners approved the Joint Powers Agreement (JPA) with the Saint Paul Port Authority (the “Port Authority”) on August 11, 2015 designating the Port Authority to implement and administer the Property Assessed Clean Energy (“PACE of MN”) improvement financing on behalf of the County, and providing for the imposition of special assessments pursuant to Minnesota Statutes Sections 216C.435 and 216C.436 and Chapter 429 (the “Act”); and as needed in connection with that program; and

WHEREAS, the County understands that the Port Authority will issue its PACE OF MN special assessment revenue bond to finance the Improvements, and that the sole security for that bond will be special assessments imposed by the other cities and/or counties participating in PACE OF MN; and

WHEREAS, to facilitate and encourage the financing of improvements located within the County, the County covenants to levy assessments for said Improvements on the property so benefitted, in accordance with the Application and Petition for Special Assessments received from the owner(s) of the Property and approved by the Port Authority; and

WHEREAS, after imposition of the special assessments, the County shall collect such assessments twice a year and remit them to the Port Authority for use in the repayment of the Loan(s) or Bond(s). The County will take all actions permitted by law to recover the assessments, including without limitation, reinstating the outstanding balance of assessments when the land returns to private ownership, in accordance with Minn. Stat. Section 429.071, Subd. 4.

WHEREAS, the special assessment shall be certified to the County Auditor and entered onto the tax lists for the year. The annual installment and interest shall be collected at the same time and in the same manner as real property taxes. For disbursements made by November 15th, the first annual installment is due with property taxes payable in the next tax year. For disbursements made from November 16th-December 31st, the first annual installment is due with property taxes in the year after next. The special assessment, with accruing interest, is a lien upon the benefited property until paid.

NOW, THEREFORE BE IT RESOLVED, the Washington County Board of Commissioners authorizes the County Auditor and the Department of Property Records & Taxpayer Services to extend the proposed special assessment plus interest on the properties set forth and listed below in this resolution.

St Croix Preservation Company Company Name Cover Park Manor, INC DBA Water Street Inn 15330 58th St N 101 Water Street S Address Oak Park Heights, MN Stillwater, MN Parcel ID Number 03.029.20.21.0063 28.030.20.41.0116 Project Type 10 KW Photovoltaic Solar 40 KW Photovoltaic Solar Assessment Request $40,000 $160,000 Interest Rate 4.5% Effective 9/1/2015 4.5% Effective 9/1/2015 10 years with equal biannual 10 years with equal biannual Finance Period installments installments Estimated Annual Energy Savings 12 MBTUs ($1,000) 50 Million MBTUs ($5,000) Million British Thermal Unit (BTU)

July 2002 http://washnet/forms/CountyBd/Resolution.dot

ATTEST: YES NO BEARTH

COUNTY ADMINISTRATOR BIGHAM

KRIESEL

MIRON

WEIK

COUNTY BOARD CHAIR

July 2002 http://washnet/forms/CountyBd/Resolution.dot BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 3H Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Health & Environment Girard Goder 651-430-6768 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: N/A Girard Goder 651-430-6768

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Authorization for entry into a two-year agreement with the City of Stillwater to provide Subsurface Sewage Treatment System permitting and inspection services.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Consent Yes IS THIS MANDATED? EXPLANATION OF MANDATE: Yes A county Subsurface Sewage Treatment System ordinance and program is required in accordance with MN Stat. Sections 115.55, 145A, and 394. Cities have the option to perform permitting and inspections at either the city level or contract with the county for permit and inspection services.

BACKGROUND/JUSTIFICATION: The Department of Public Health and Environment provides Subsurface Sewage Treatment System (SSTS) inspection services for all townships in Washington County in accordance with Ordinance #179. SSTS inspection services are also provided for most cities through a two-year agreement. Under this agreement, the county provides the necessary SSTS application review and sewage system plan approval as required by laws, regulations, and ordinances, provides all job site inspections of projects under permit, and conducts special inspections as deemed necessary to ensure compliance with the county and city ordinances. The costs of the inspections are fully covered by fees. Thus no county property tax levy is used to provide the service. The Department is seeking approval of an agreement with the City of Stillwater.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes At two-year intervals, the Board has previously approved contracts with cities for Subsurface Sewage Treatment System inspection and permitting services.

Budget Information

FUNDING: EXPLANATION OF FUNDS: Other Fee for service permitting program. FINANCIAL IMPACT:

YEAR:2015 AMOUNT: $1,100 BUDGETED: No

EXPLANATION OF BUDGET CHANGES: Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Works Rita Conlin 651-430-4354 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Joe Welter 651-430-6226 Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approval of contract with Mavo Systems, Inc. to complete paint stabilization as a part of the North Shop renovation project through the signatures of the Board Chair and the County Administrator without further action of the County Board conditioned upon approval as to form by the Washington County Attorney’s office. AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Consent Yes IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: The scope of work for this contract provides for the removal of all loose paint from surfaces in the original shop and cleaning of the old metal corrugated deck and trusses being reused as a cost savings measure. These metal components have collected soot from exposure to 40 years of diesel engine exhaust. This work is needed to ensure new paint adheres to the metal. All work will be performed under critical barrier containment as detailed to the Board in a workshop/tour of the North Shop facility on August 4, 2015.

Quotes were requested with the following results.

Sterling Systems, Inc. $114,500.00 Mavo Systems, Inc. $64,800.00

Recommendation is made to approve the contract with Mavo Systems, Inc. as the lowest cost quote. Paint stabilization is a budgeted expense and no additional funding or changes to the project budget is needed. This work was not included in the original bid so that the final scope of cleaning needed could be determined during construction to obtain the best quote.

North Shop Project Financial Summary (as of month end, August 2015)

Beginning Project Budget $ 19,700,000.00

Costs incurred and ($16,006,211.78 cumulative open contracts )

Remaining Project Balance $3,693,788.22 (including contingency) ($267,063.27) Pending Changes

Project Balance (minus $3,426,724.95 Pending Changes) PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? No

Budget Information

FUNDING: EXPLANATION OF FUNDS: Other Capital Projects Fund 410 FINANCIAL IMPACT: YEAR: 2015 AMOUNT: $64,800 BUDGETED: Yes Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Works Rita Conlin 651-430-4354 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: John Elholm 651-430-4303

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Adopt resolutions to approve declaration for receiving state grant funds known as Grant SG2012-075 for open space development at St. Croix Bluffs Regional Park and grant funds known as Grant SG2012-076 for parking and trail improvements at Lake Elmo Park Reserve.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Consent Yes IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: On October 9, 2012, the County Board adopted Resolution No. 2013-131 to enter into Metropolitan Council Grant Agreements SG2012-075 and SG2012-076:

1. SG2012-075 provides $200,000 in funding for the installation of a new shower building, a shelter, and other camping experience improvements at St. Croix Bluffs Regional Park. 2. SG2012-076 provides $324,000 in funding for improved pedestrian and vehicle access planning and construction in Lake Elmo Park Reserve.

Because Metropolitan Council Grants SG2012-075 and SG2012-076 include state bond funds, the agreements require that Washington County sign a 'Declaration' document to be filed with the Washington County Recorder's Office acknowledging that the benefiting properties cannot be sold, mortgaged or otherwise disposed of by the county. This has been done with previous grants. The Parks Director recommends adopting the resolutions to approve the declarations for receiving state grant funds through Metropolitan Council Grant Agreements SG2012-075 and SG2012-076.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes October 9, 2012 - Board adopts resolution to enter into Metropolitan Council Grant Agreements SG2012-075 and SG2012-076.

Budget Information

FUNDING: NA

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: Rick Hodsdon Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: BOARD OF COUNTY COMMISSIONERS WASHINGTON COUNTY, MINNESOTA RESOLUTION NO.

DATE September 22, 2015 DEPARTMENT Public Works/Parks MOTION SECONDED BY BY COMMISSIONER COMMISSIONER

RESOLUTION TO APPROVE DECLARATION FOR RECEIVING STATE GRANT FUNDS FOR RECREATION OPEN SPACE DEVELOPMENT

WHEREAS, Washington County is the recipient of certain state general obligation bonds appropriated by the Minnesota Legislture by Minnesota Laws 2012, chapter 293, section 17, subdivision 2; and,

WHEREAS, on October 9, 2012 the Washington County Board of Commissioners accepted said funds for the purpose of development of parking and trail improvements known as Grant SG-2012-075 by Resolution No. 2012-131; and

WHEREAS, under Section 2.06 of said Grant, the use of these bond funds requires a declaration to be recorded upon the the property.

NOW, THEREFORE, BE IT RESOLVED that Washington County Board of Commissioners hereby authorizes its Chairperson and Administrator to execute on behalf of the County the Declaration and any other documents necessary for the County to complete the terms and conditions set forth in Grant SG-2012-075 to the property legally described as follows:

All that part of the Southeast Quarter of the Northwest Quarter, the Northeast Quarter of the Southwest Quarter and Government Lot 4, Section 23, Township 29 North, Range 21 West, Washington County, Minnesota, described as follows:

Commencing at the northeast corner of said Northwest Quarter of Section 23; thence South 00 degrees 00 minutes 13 seconds West, bearings are based on the Washington County Coordinate System NAD83/1986, along the east line of said Northwest Quarter and the east line of said Southwest Quarter, a distance of 2650.00 feet to the point of beginning; thence North 00 degrees 00 minutes 13 seconds East, along said East line of the Northwest Quarter and said east line of the Southwest Quarter, a distance of 750.00 feet; thence North 89 degrees 59 minutes 47 seconds West a distance of 1150.00 feet; thence South 00 degrees 00 minutes 13 seconds West a distance of 1200.00 feet; thence South 76 degrees 47 minutes 02 seconds East a distance of 1181.27 feet to a point on said east line of the Southwest Quarter; thence South 00 degrees 00 minutes 13 seconds West, along said east line, a distance of 500.00 feet; thence South 89 degrees 59 minutes 47 seconds East a distance of 1340 feet , more or less, to the westerly shore of Lake Elmo; thence northerly along said westerly shore a distance of 1300 feet, more or less, to the intersection of said westerly shore with a line that bears South 89 degrees 59 minutes 47 seconds East from the point of beginning; thence North 89 degrees 59 minutes 47 seconds West along said line a distance of 1630 feet, more or less, to the point of beginning, containing 77 acres, more or less.

ATTEST: YES NO COUNTY ADMINISTRATOR BEARTH

BIGHAM KRIESEL

MIRON COUNTY BOARD CHAIR WEIK

July 2002 http://washnet/forms/CountyBd/Resolution.dot

DECLARATION (SG-2012-075)

Washington County, as owner of fee title to the real property legally described on Exhibit A, which is attached hereto and made a part hereof (“Property”), hereby declares that title to the Property is hereby subject to the following restrictions:

1. The Property is bond financed property within the meaning of Minn. Stat. § 16A.695 as amended, and cannot be sold, mortgaged or otherwise disposed of by the public officer or agency which has jurisdiction over it or owns it without the approval of the Commissioner of Minnesota Management and Budget, which approval must be evidenced by a written statement signed by the Commissioner of Minnesota Management and Budget and attached to the deed, mortgage or instrument used to sell, mortgage or otherwise dispose of the Property.

2. Title to the Property shall remain subject to this restriction for 125% of the useful life of the Property, at which time it shall be released therefrom by a written release in recordable form signed by the Commissioner of Minnesota Management and Budget, and such written release is recorded in the real estate records relating to the Property. This Declaration may not be terminated, amended, or in any way modified without the express written consent of the Commissioner of Minnesota Management and Budget.

WASHINGTON COUNTY

By:______Gary Kriesel Board Chair

By:______Molly O’Rourke County Administrator

Approved as to form:

______Assistant County Attorney

STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON )

The foregoing instrument was acknowledged before me this ____day of ______, 2015, by Gary Kriesel and Molly O’Rourke, the County Board Chair and County Administrator of Washington County, a body politic and corporate under the laws of Minnesota on behalf of the County.

______Notary Public

THIS INSTRUMENT WAS DRAFTED BY: Peter A. Hanf Associate General Counsel License No. 0268124 Metropolitan Council 390 Robert Street North St. Paul, MN 55101 651-602-1749

EXHIBIT A (Property)

All that part of Government Lot 8 and the Southeast Quarter of the Southwest Quarter of Section 22, Township 27 North, Range 20 West, together with Government Lot 2 and the Northeast Quarter of the Northwest Quarter of Section 27, Township 27 North, Range 20 West, all in Washington County, Minnesota, described as follows:

Commencing at the southeast corner of said Southeast Quarter of the Southwest Quarter of Section 22; thence North 01 degrees 56 minutes 14 seconds East, bearings are based on the Washington County Coordinate System NAD83/1986, along the east line of said Southeast Quarter of the Southwest Quarter a distance of 85.00 feet to the point of beginning; thence North 90 degrees 00 minutes 00 seconds West a distance of 240.00 feet; thence South 15 degrees 00 minutes 00 seconds West a distance of 500.00 feet; thence North 90 degrees 00 minutes 00 seconds West a distance of 570.00 feet; thence South 37 degrees 00 minutes 00 seconds East a distance of 630.00 feet; thence North 83 degrees 00 minutes 00 seconds East a distance of 1150.00 feet; thence North 00 degrees 00 minutes 00 seconds East a distance of 845.95 feet; thence North 90 degrees 00 minutes 00 seconds West a distance of 581.16 feet to the point of beginning.

15075 0 150 Feet Development Improvement Grant Area SG-2012-075 BOARD OF COUNTY COMMISSIONERS WASHINGTON COUNTY, MINNESOTA RESOLUTION NO.

DATE September 22, 3015 DEPARTMENT Public Works/Parks MOTION SECONDED BY BY COMMISSIONER COMMISSIONER

RESOLUTION TO APPROVE DECLARATION FOR RECEIVING STATE GRANT FUNDS FOR DEVELOPMENT AND IMPROVEMENT OF EXISTING PARKING AND TRAIL CONNECTIONS TOGETHER WITH OTHER DEVELOPMENT IMPROVEMENTS

WHEREAS, Washington County is the recipient of certain state general obligation bonds appropriated by the Minnesota Legislture by Minnesota Laws 2012, chapter 293, section 17, subdivision 2; and,

WHEREAS, under Section 2.06 of said Grant, the use of these bond funds requires a declaration to be recorded upon the the property.

ATTEST: YES NO COUNTY ADMINISTRATOR BEARTH

BIGHAM KRIESEL

MIRON COUNTY BOARD CHAIR WEIK

July 2002 http://washnet/forms/CountyBd/Resolution.dot BOARD OF COUNTY COMMISSIONERS WASHINGTON COUNTY, MINNESOTA RESOLUTION NO.

DATE September 22, 2015 DEPARTMENT Public Works MOTION SECONDED BY BY COMMISSIONER COMMISSIONER

RESOLUTION TO APPROVE DECLARATION FOR RECEIVING STATE GRANT FUNDS FOR DEVELOPMENT AND IMPROVEMENT OF EXISTING PARKING AND TRAIL CONNECTIONS TOGETHER WITH OTHER DEVELOPMENT IMPROVEMENTS

WHEREAS, Washington County is the recipient of certain state general obligation bonds appropriated by the Minnesota Legislture by Minnesota Laws 2012, chapter 293, section 17, subdivision 2; and,

WHEREAS, under Section 2.06 of said Grant, the use of these bond funds requires a declaration to be recorded upon the the property.

AND

September 2001 http://washnet/forms/CountyBd/Resolution1stPage.dot The West 500.00 feet of the North 1100.00 feet of the Northwest Quarter of the Northwest Quarter, Section 26, Township 29 North, Range 21 West, Washington County, Minnesota, together with the East 60.00 feet of the North 650.00 feet of Government Lot 6, Section 27, Township 29 North, Range 21 West, Washington County, Minnesota, together with the East 650.00 feet of the South 450.00 feet of the North 1100.00 feet of Government Lot 6, Section 27, Township 29 North, Range 21 West, Washington County, Minnesota.

ATTEST: YES NO

COUNTY ADMINISTRATOR BEARTH BIGHAM KRIESEL MIRON COUNTY BOARD CHAIR WEIK

July 2002 http://washnet/forms/CountyBd/Resolution2ndPage.dot

DECLARATION (SG-2012-076)

WASHINGTON COUNTY

By:______Gary Kriesel Board Chair

By:______Molly O’Rourke County Administrator

Approved as to form:

______Assistant County Attorney

STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON )

______Notary Public

THIS INSTRUMENT WAS DRAFTED BY: Peter A. Hanf Associate General Counsel License No. 0268124 Metropolitan Council 390 Robert Street North St. Paul, MN 55101 651-602-1749

EXHIBIT A (Property)

AND

The West 500.00 feet of the North 1100.00 feet of the Northwest Quarter of the Northwest Quarter, Section 26, Township 29 North, Range 21 West, Washington County, Minnesota,

Together with the East 60.00 feet of the North 650.00 feet of Government Lot 6, Section 27, Township 29 North, Range 21 West, Washington County, Minnesota,

Together with the East 650.00 feet of the South 450.00 feet of the North 1100.00 feet of Government Lot 6, Section 27, Township 29 North, Range 21 West, Washington County, Minnesota.

Grant: SG-2012-076 Lake Elmo Park Reserve Park Elmo Lake

Lake Lake Elmo Elmo         LEPR_grant_091015 Feet 250 0500 ± prepared by: Washington County Public Works Department Works Public County Washington Survey and LandSurvey Management Division BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 3K Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Works Larry Phillips 651-430-4360 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Cory Slagle 651-430-4337

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approve Amendment No. 1 to Agreement No. 04959 with the Minnesota Department of Transportation (MnDOT) and the City of Oak Park Heights for installation and maintenance of landscaping on the north frontage road located at the intersection of Trunk Highway (TH) 36 and County State Aid Highway (CSAH) 24 (Osgood Avenue) through the signatures of the Chair of the Washington County Board of Commissioners and the Washington County Administrator without further action of the County Board and approval as to form by the Washington County Attorney’s Office.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Consent Yes IS THIS MANDATED? EXPLANATION OF MANDATE:

BACKGROUND/JUSTIFICATION: The north frontage road at TH 36 and CSAH 24 is currently being reconstructed by realigning the frontage road intersection with CSAH 24 northerly, providing increased separation between the frontage road and TH 36. In June 2015 an agreement was approved between MnDOT, the City of Oak Park Heights, and Washington County for roadway jurisdiction and maintenance of the north frontage road. Amendment No. 1 to this agreement will allow landscaping within the right-of-way of the new frontage road. The amendment is required because the original agreement specifically does not allow for landscaping along the north frontage road. The adjacent property owners had requested landscaping between their property and the new road to provide screening. MnDOT currently has a landscaping project for the TH 36 project out for bids and was able to modify the plans to include landscaping in this area and accommodate the request. The landscaping will be installed in the spring of 2016 and is being paid 100% by MnDOT and will be maintained 100% by the City of Oak Park Heights. The county engineer recommends approval of Amendment No. 1 to Agreement No. 04959.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes 7/7/15 - Board approved the bid and construction contract for the project. 6/16/15 - Board approved the original jurisdictional road transfers and maintenance agreement with Oak Park Heights and MnDOT. 6/9/15 - Board approved MnDOT cost share agreements related to project.

Budget Information

FUNDING: NA Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: )s GoWX GbWX ?öA@ GaWX )l )l SÚ GaWX U¥WX!"`$U¤WX)s GbWX FOREST?øA@ ?öA@ GoWX SÚ SCANDIA ?øA@ LAKE ?øA@ ?øA@ ?øA@ ?øA@ ?øA@ GoWX S° S« S« S° GbWX S« ?öA@ 8 MARINE?öA@ )s GoWX ON ST CROIXGcWX 4"A GbWXGcWX Sø GcWX S¸ GcWX S³ ?öA@ GfWXGfWX HUGO S¸ MAY GgWX GoWX TOWNSHIP GgWX GgWX S³ GfWX Sº?öA@ )s GjWX S¬ HWY 36 - North Frontage Road Project S¸ GfWX Oak Park Heights GfWX GgWX GfWX S³ GfWX S¼ GhWX GoWX GjWX S¬ DELLWOOD S¼STILLWATER?öA@ TOWNSHIP GwWX ?÷A@ GRANT GdWX GdWX ?¸A@ ?÷A@ S³ GoWX ?÷A@GjWX MAHTOMEDI GhWX S¿ STILLWATER ?¸A@ GdWX G|WX GkWX kWXG GkWXS¿ U¡WX GqWX STILLWATERGdWX GwWX ?lA@?¸A@ GoWX U¡WX SÁ^_GyWXS¾½GwWX %&h( ?ÇA@ ?ÇA@ OAK PARK?ÇA@ HEIGHTSG{W SÁ GyWX ?©A@ GwWXu?öA@ GwWX ?ÇA@G§WXG§WX GyWX GnWX S½ GnWX BAYPORT S¾ ?lA@ GlWX GqWX BAYTOWN GuWX ^_ GoWXGnWX TOWNSHIPGnWX ?ÇA@ G{W ?©A@ LAKE?©A@ GeWXGlWX GeWX ELMO GqWX OAK PARK HEIGHTS GwWX ?lA@ %&h( GeWX WEST GuWX?öA@ GlWX GqWX LAKELANDSÀ GuWX GiWX GiWX GoWX TOWNSHIPGiWX )n OAKDALE%&h( "B SÆ !"b$ ?öA@ ?lA@ Sf17 GyWX !"b$)n !"b$)n GrWX %&f( ?öA@ BAYPORT GzWX GsWX GuWX GnWX GlWX LAKE ST BAYTOWN TOWNSHIP GpWX CROIX GzWX GpWX GpWX BEACH GnWX SÆ GrWX GlWXWOODBURY AFTON GrWX %&f( GrWX GrWX GrWX GuWX GªWXNEWPORT ?öA@ GtWX )s)m GsWX GlWX SÉ SÆ GuWX GªWX GvWX GvWX GvWX GvWX ST PAULG«WX PA RK ?öA@ GuWX G«WX DENMARK Road Classification TOWNSHIP 494 )s COTTAGE INTERSTATE HIGHWAY ...... §¨¦ )m SË SË ¤£61 SÊ GROVEGsWX U.S. TRUNK HIGHWAY ...... STATE TRUNK HIGHWAY ...... 19"A Sh 21 COUNTY STATE AID HIGHWAY ...... 4567 Æÿ74 )s)m ?öA@ SÍ COUNTY ROAD ......

This map is the result of a compilation Scale1:250,000 and reproduction of land records as they )s)m GuWX appear in various Washington County offices. 024681 This map should be used for reference purposes only. Washington County is not )m Miles responsible for any inaccuracies. Highway 36 - North Frontage Road Realignment Project BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 4A Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Works Rita Conlin 651-430-4354 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Peter Mott Peter Mott 651-430-4328

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approve selection of St. Croix Boat & Packet Co. to provide professional event management services at the Washington County Historic Courthouse, and authorize execution of a contract with St. Croix Boat & Packet Co. through the signatures of the Board Chair and the County Administrator without further action of the County Board conditioned upon approval as to form by the Washington County Attorney’s office.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Board Yes TIME NEEDED: 5 min IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: Washington County solicited proposals for professional event management services at the Washington County Historic Courthouse. Two proposals were returned and evaluated. St. Croix Boat & Packet Co. has 34 years experience as event coordinators. This experience includes managing the St. Croix Valley Recreation Center for the City of Stillwater. They also work closely with community groups, including fundraisers, school events, local churches and community volunteers. St. Croix Boat & Packet proposes a base event management fee of $16,000 per 12 month period. If annual county revenue exceeds $160,000 in either year of the contract, the management fee would be equal to 10% of gross revenues, not to exceed $20,000 in any year. St. Croix Boat & Packet will also provide routine event services such as set up, take down, showings and sidewalk snow removal at rates ranging from $15 to $18 per hour.

Event management services is a budgeted cost in Parks Operations Fund 211. The Public Works Director recommends the selection of St. Croix Boat & Packet based on their approach, qualifications and experience.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes 3/24/15 - Board Workshop to discuss Historic Courthouse Event Management proposals. 5/6/14 - Board Workshop to discuss Historic Courthouse business models.

Budget Information

FUNDING: Levy FINANCIAL IMPACT:

YEAR:2015 AMOUNT: $8,500 BUDGETED: Yes

YEAR:2016 AMOUNT: $13,500 BUDGETED: Yes

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: Historic Courthouse Event Management September 22, 2015 Background

• May, 2014 – Board Workshop on possible business models • February, 2015 – RFP for Event Management Services • March, 2015 – Board Workshop to review proposals • September 22, 2015 – Award Contract Services at the HC

Contracted Services County Services • Phone, in-person, ‘virtual’ inquiries • Community Events •1st and 2nd Client Showings • Regular Office Hours • Communication w Client • Group Tours • Receipting • Jail Tours • Advertising • Community Collaborations • Staff Coordination • Advisory Commission • Security Coordination • Leasing Management • Insurance Coordination • Building Maintenance • Event Set-up • Capital Improvements • Event Clean-up • Snow Removal Public Access & Events

• County continues to staff public/walk-in hours • County maintains priority rental preference for all existing events • Additional events may be added and incorporated into contract, if necessary Financials

Current New Revenues Revenues Levy $165,400 Levy $ 83,400 Rentals $145,000 Rentals $170,000 Total: $310,400 Total: $253,400 Expenses Expenses Staff $165,900 Staff $ 93,500 Expenses $144,500 Expenses $159,900 Total: $310,400 Total: $253,400 Event Management Contract

• October 1, 2015 – December 31, 2016 • Status Report March, 2016 • Contract can be renewed if County desires Next Steps

• October 1, 2015 – Transition of services begins • January 1, 2016 – Review of services, staff transition complete • March, 2016 – Status Report BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 4B Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Works Larry Phillips 651-430-4360 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Cory Slagle Cory Slagle 651-430-4337

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approve amendment no. 1 for contract no. 9142 with SRF Consulting Group, Inc. for final design of the County State Aid Highway (CSAH) 15 (Manning Avenue)/CSAH 10 (10th Street North) Intersection Improvement project in the amount of $112,850 through the signatures of the Chair of the Washington County Board of Commissioners and the Washington County Administrator without further action of the County Board and approval as to form by the Washington County Attorney’s Office.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Board Yes TIME NEEDED: 5 min IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: The CSAH 15/CSAH 10 Intersection Improvement project is a capital improvement project and is phase 1 of multi-phase capital improvements on CSAH 15 from Interstate 94 to old Trunk Highway (TH) 5. The project includes new traffic signals for safety and traffic capacity, enhancements to pedestrian accommodations including compliance with Americans with Disabilities Act guidelines, and improvements to pavement and drainage conditions.

The County Board approved the original design contract with SRF Consulting Group, Inc. in March 2015. Amendment no. 1 to the original contract will allow for completion of final design. The original contract was $190,985 and amendment no. 1 is $112,850, bringing the revised contract amount to $303,835. The contract will be funded with bonds issued for the project.

The county engineer recommends approval of the amendment with SRF Consulting Group, Inc.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes 12/11/12 - Board adopted the Capital Improvement Project that identifies this project. 5/28/13 - Board approved the preliminary design contract for the CSAH 15/old TH 5 Realignment project and the CSAH 15/CSAH 10 Intersection Improvement project. 3/10/15 - Project update and Board approval of the original design contract with SRF Consulting Group. 8/25/15 - Board adopted a resolution to reimburse expenditures from the proceeds of tax exempt bonds to be issued in 2016. Budget Information FUNDING: EXPLANATION OF FUNDS: Other 2016 Bonds FINANCIAL IMPACT:

YEAR:2015 AMOUNT: $112,850 BUDGETED: Yes

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: Project Updates: CSAH 15 (Manning Avenue) Phases I and II CSAH 22 (70th Street)

September 22, 2015

Cory Slagle Assistant County Engineer Presentation Topics

• County State Aid Highway (CSAH) 15 (Manning Avenue) & CSAH 10 (10th Street) Phase I Intersection Improvement Project • CSAH 15 & CSAH 14 (40th Street) Phase II Intersection Realignment Project • CSAH 22 (70th Street) and Jamaica Avenue Intersection CSAH 15 Corridor Study CSAH 10 to Old TH 5

Project Overview

• $4.5 million roadway reconstruction project • Proposed improvements – Two traffic signals – Improved pedestrian accommodations – ADA compliance – Improved access to Oakland Jr HS • Working with City of Lake Elmo, West Lakeland Township, Oakland Jr. HS and residents to develop project

Project Schedule

• July 2013 to June 2015 - Finalize EA, Preliminary Layout and Drainage Report • June to December 2015 – Final Design Phase I • January 2016 – Advertise for Bids for Phase I • June to August 2016 – Construction Consultant Contract Amendment

• SRF Consulting Group was selected to provide preliminary design and environmental documentation services for Manning Avenue project • Final design scope of services and compensation negotiated • Request approval of Phase I final design contract amendment in the amount of $112,850 Presentation Topics

Project Overview

• $9.0 million roadway reconstruction project • Proposed improvements – Realignment of CSAH 14 (Old TH 5) – Manning Avenue becomes “thru” route – New traffic signal • Project addresses current and future traffic issues/patterns Project Overview • Working with several stakeholders to develop project – City of Lake Elmo – Baytown Township – West Lakeland Township – Washington County Fairgrounds – Metropolitan Airport Commission – Minnesota Department of Transportation – Residents and businesses

Project Schedule

• July 2013 to June 2015 - Finalize EA, Preliminary Layout and Drainage Report • June 2015 to Dec 2016 – Final Design Phase II and Right-of-Way • January 2017 – Advertise for Bids for Phase II • Spring 2017 – Construction Consultant Contract

• SRF Consulting Group was selected to provide preliminary design and environmental documentation services for Manning Avenue project • Final design scope of services and compensation negotiated • Request approval of Phase II final design contract in amount of $565,522 Presentation Topics

Project Overview

• $2.7 million improvement project • Improve safety and mobility – Turn lane construction – Roundabout construction • Improve pavement condition • Construct additional trail and re-pave existing trail

Project Schedule

• March to Dec. 2015 – Design • June 2015 to Jan. 2016 – Right of Way • Spring 2016 – Bid Opening • Summer 2016 – Construction Cooperative Agreement

• City requested intersection project be advanced – currently in 2017 CIP • Limited county staff available • Cooperative agreement to facilitate city’s request • City engineer will design and city inspection staff to provide construction observation and testing services Cooperative Agreement

• County costs include – $1.2 million for construction – $156,745 for design and construction inspection/administration • Request approval of cooperative agreement with the City of Cottage Grove to construct the CSAH 22/Jamaica Avenue intersection project Questions? )s)l GoWX GbWX ?öA@ GaWX )l SÚ GaWX !"`$ )s GbWX ?øA@ ?öA@ GoWX SÚ ?øA@ ?øA@ ?øA@ FOREST ?øA@ ?øA@ ?øA@ GoWX SCANDIAS° S« LAKE S« S° GbWX S« ?öA@ 8 )s GoWX ?öA@ GcWX 4"A GbWXGcWX MARINE Sø GcWX GcWX ON ST S¸ S³ CROIX?öA@ GfWX GfWX HUGO S¸ MAY GgWX GoWX TOWNSHIP GgWX GfWX ?öA@ GgWX S³ Sº )s GjWX S¬ S¸ GfWX GfWX GgWX GfWX S³ S¼ GfWX GhWX H ST N GjWX LE 24T GoWX S¬ G IO

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This map is the result of a compilation )m and reproduction of land records as they 024681 appear in various Washington County offices. This map should be used for reference purposes only. Washington County is not Miles responsible for any inaccuracies. Intersection Improvement Project CSAH 15 & CSAH 10 BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 4C Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Works Larry Phillips 651-430-4360 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Cory Slagle Cory Slagle 651-430-4337

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approve the contract with SRF Consulting Group, Inc. for final design of the County State Aid Highway (CSAH) 15 (Manning Avenue) and Old Trunk Highway (TH) 5 project in the amount of $565,522 through the signatures of the Chair of the Washington County Board of Commissioners and the Washington County Administrator without further action of the County Board and approval as to form by the Washington County Attorney’s Office.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Board Yes TIME NEEDED: 5 min IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: The CSAH 15 and Old TH 5 Realignment project is a capital improvement project and is phase II of multi-phase capital improvements on CSAH 15 from Interstate 94 to Old TH 5. The project includes realigning CSAH 15 to the east near the Washington County Fairgrounds and realigning Old TH 5 to the south, so that it lines up with CSAH 14. A traffic signal will be installed at the new intersection of CSAH 15/Old TH 5/CSAH 14. The amount of the contract with SRF Consulting Group, Inc. is $565,522. The contract will be funded with bonds issued for the project. The county engineer recommends approval of the contract with SRF Consulting Group, Inc.

Budget Information

FUNDING: EXPLANATION OF FUNDS: Other 2016 Bonds FINANCIAL IMPACT:

YEAR:2015 AMOUNT: $565,522 BUDGETED: Yes Approvals COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

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This map is the result of a compilation and reproduction of land records as they 024681 appear in various Washington County offices. This map should be used for reference purposes only. Washington County is not Miles responsible for any inaccuracies. CSAH 15 / TH 5 - Realignment Project BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 4D Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Works Larry Phillips 651-430-4360 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Cory Slagle Cory Slagle 651-430-4337

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approve a cooperative cost share agreement with the City of Cottage Grove for cost sharing for the County State Aid Highway (CSAH) 22 and Jamaica Avenue South Improvement Project through the signatures of the Chair of the Washington County Board of Commissioners and the Washington County Administrator without further action of the County Board and approval as to form by the Washington County Attorney’s Office.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Board Yes TIME NEEDED: 5 min IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: This capital improvement project is located at the intersection of CSAH 22 (70th Street) and Jamaica Avenue in the City of Cottage Grove. The project includes construction of a multi-lane roundabout, turn lanes, pedestrian facilities, and pavement rehabilitation. The intersection is currently an all-way stop. Under cooperative agreement no. 9814, the City of Cottage Grove will design and construct the project. The County will be responsible for 100% of project costs on CSAH 22, in accordance with the Cost Participation Policy. The City of Cottage Grove will be responsible for work on Jamaica Avenue. The Capital Improvement Plan identifies this project for construction in 2017; however, the partnership with the City will allow the project to be completed in 2016. The cost of cooperative agreement no. 9814 is estimated to be $1,338,271.38. This includes the estimated cost for construction, design, and construction engineering, as well as reimbursement for City related costs. The county will use state aid to fund the project.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes 12/16/15 - Board adopted the 2015-2019 Capital Improvement Plan that identifies this project.

Budget Information

FUNDING: EXPLANATION OF FUNDS: Other State aid and funds from Cottage Grove FINANCIAL IMPACT:

YEAR:2015 AMOUNT: $1,338,271 BUDGETED: Partial EXPLANATION OF BUDGET CHANGES: The budget amendment request is for the Budget (BA) and Job Cost (JA) ledgers. The budget line for right of way expenditures (660110) includes City and County costs. The budget line for construction expenditures (660510) includes the estimated construction cost, plus a 7% contingency.

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

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This map is the result of a compilation and reproduction of land records as they 024681 appear in various Washington County offices. This map should be used for reference purposes only. Washington County is not Miles responsible for any inaccuracies. CSAH 22 (70th Street S.) & Jamaica Ave S BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 5A Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Health & Environment Judy Hunter 651-430-4031 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Judy Hunter Judy Hunter 651-430-4031

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Presentation of summary of the joint waste processing policy evaluation.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Board No TIME NEEDED: 30 IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: Staff will provide an overview of the future waste management system which will include a summary of the joint waste processing policy evaluation process conducted with Ramsey County. Following the staff presentation, the public is invited to comment on the topic.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? No

Budget Information

FUNDING: NA

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: Overview Future Waste System Washington County Master Plan 2012‐2030 • Require by statute to meet state law • Approved by the Minnesota Pollution Control Agency • Substantial public input during development • Demonstrates strong support for an integrated system that is guided by the hierarchy. • Commits Washington County to assist and implement a variety of projects Highlighted Master Plan Projects

• County Employees Lead by Example • Divert 70, 84% of waste recycled or composted • Toxicity Reduction • Washington County Environmental Center 2014 38,846 visitors 1,322,681 pounds of toxic waste • Schools • 24 schools recycling over 750 lbs. of food waste each week

3 Master Plan Processing Section

Policy #1 • Consistent with State hierarchy, Washington County affirms processing of waste, for the purpose of recovering energy and recyclable and other beneficially useful materials, as the preferred MSW and Non MSW management method over land disposal of waste this is not reduced, reused, or separately recycled or composted. Waste Processing Evaluation

– The existing agreement between the two counties and the current Newport facility owner expires at the end of 2015 • Option to purchase • Public facilities can require waste delivery – New technologies emerging – Higher recycling goal ‐75%

Seeking to Improve a Robust System

Critical shift in thinking, policy and new technologies to • Protect the environment; • Keep value of resources local; • Support East Metro economic prosperity goals; • Ensure flexibility; • Ensure success of higher recycling goals.

7 Guiding Principles

• Plan for a 20‐30 year horizon; • Build on the current system and allow changes to emerge over time; • Assure flexibility; • Manage risks; and • Pivot the view from “waste” to “resources” The Scope: Guiding into the future

Solid Waste System • Original design: – Reducing risk – Abate landfills – Preferred technologies – “Integrated” • Emerging: – Move a successful system forward – How to pivot from “waste” to “resource” – Achieving a 75% recycling goal New Technologies

• Mixed Waste Processing • Anaerobic Digestion • Gasification Scope for Resource Management Looking ahead at the next 10 years

20152016 2017 2018 2019 2020 2021 2022 2023 2024

Agree‐ ment with RRT in Effect

Continue to use RDF Technology 2018 to 2022 is a phased approach to change Continued use of with combustion for electrical conversion technology for RDF combustion if Gasification generation is not feasible

More intense efforts to increase source separation of recyclables & organics from residential and non‐residential generators

Evaluate Potential Procure & Potential MWP for recycling & organics at Newport need for Construct MWP at MWP Newport

SaniGreen or other Anaerobic Digester constructed & operational

Explore development of Gasification siting,siting, permitting,permitting, RDF Gasification system using RDF from Gasification as a market & construction, testingtesting Newport procure services

Note: Shaded steps represent uncertainty in timing and the need for the previous step to be successful Conducted Major Analysis

• Achieving 75% Recycling Goal • Greenhouse Gas Analysis • Finance and Risk Analysis • Review of System Costs • Review of County Options • Waste Assurance • Ownership Issues Recent Ramsey County Survey -Support Current Use of Waste-To-Energy

Nearly three of four residents (74%) support the current use of Waste-To-Energy to produce electricity from garbage instead of landfilling. Nineteen percent (19%) say they don’t know if they support Waste-To-Energy.

Location Ownership Status Age

74 %

4% St. Paul Suburbs Own Rent 18-34 35-54 55+ Support Current Use of Waste-To-Energy (n=286) (n=414) (n=486) (n=200) (n=224) (n=238) (n=231) 19 % Yes 69% *78% *78% 63% 69% 79% 73% 3% n=700 No 6% 3% 4% 4% 5% 5% 3%

Don't know 21% 18% 16% *29% 22% 15% 22%

Don't care 4% 2% 2% 4% *4% 1% 3%

* Indicates significant difference from lowest comparison ** Indicates significant difference from two lower Q14. Do you support the County's current use of Waste-to-Energy to produce electricity from garbage instead of landfilling? comparisons

13 Outreach Conducted and Meetings Held • Open Houses • Newport City Council – Arden Hills Workshop – Maplewood • League of Women Voters – Stillwater – Stillwater/White Bear Lake – St Paul Area Meeting – Newport – Tour of Newport Facility with – Woodbury Maplewood Chapter • Waste Hauler Meetings • Ramsey County League of Local Governments • Energy Organization Meeting • Ramsey & Washington County • Business Community Meetings city/township Recycling Staff • Interested Party Meetings • Ramsey & Washington County city/township Administrators Economics of Trash

• Collection costs (picking it up) are 2/3 of your trash bill –1/3 is the cost of handling the trash • Recovering materials and energy from trash is more expensive than putting it into a landfill – Historically, subsidies are needed to provide an incentive for haulers to bring trash to the Newport Facility • Recycling at home and at businesses is the best value – but not everything can or will be recycled

15 Costs to Ensure System

– Processing costs more than landfilling – 1987 – 1993 –flow control implemented, tipping fees covered cost of processing (except first 3 years) – Post‐1993, Counties have had to subsidize tipping fees over time, to compete with lower landfill rates (court decisions) – 1987 – 2014: Counties paid $227 million to subsidize tipping fee, 9.8 million tons of MSW managed; $23.14 per ton – Generators in the counties have paid for the Facility three times

16 Washington County Costs

• $8,400,000 for 300,000 tons • $28 per ton hauler rebate • Washington County’s share per year of hauler rebate, 27%, $2,268,000 • Washington County’s total budgeted share for Project expenses and hauler rebate 2013 $2,720,095 2014 $2,783,492 2015 $2,784,229 How to handle trash in the future: Ownership Issues • It is less expensive to achieve the vision through public ownership • There are risks in both public and private ownership; somewhat greater risk with private • The counties have more control over the future system with public ownership

18 Continue with RRT with Hauler Rebate

• Waste Assurance – Private owner would contract with haulers, Contract minimum 280,800 tons • Rebates – Starts in 2016 at $9,000,000, $30 per ton, inflated by CPI; adjusted every three years based on landfill market – Capped at 300,000 tons per year • Term: – 12 years, through 2027

. RRT would be selling business

• Future Technologies: – Language to “jointly investigate” technologies, and negotiate division of responsibilities Operating the Current System, Private v. Public Ownership Newport Facility as‐is costs less under public ownership compared to $140.00 contracting with a private $120.00 owner. This

$100.00

remains true ton

per when Cost improvements $80.00 are made. Existing System $60.00 Extended ‐ Private Ownership

The Counties Processing Only ‐ Public have more $40.00 Ownership control over where waste $20.00 goes, and $0.00 doesn’t have 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 to compete Year with landfills. 20 Economic Impact • Now: – Over 500 jobs associated with collection of trash and recyclables – Newport Facility employees over 60 people – Xcel’s two electric power plants have 60 jobs – 4,000+ jobs associated with businesses that use recycled materials to make new products

• As the vision is implemented: – More jobs associated with recycling to make new products – Equipment at Newport to separate recyclables and food waste:110 construction and 64 operating jobs – A privately owned anaerobic digester: 250 construction jobs and 19 operating jobs – A privately owned gasification facility: 610 construction jobs and 30 operating jobs Evaluation

• Cost: Public ownership provides the best value for the public • Control – Public ownership • Allows for waste designation • Best achieves changes in the system to accomplish the vision • Flexibility – Public ownership provides for greater flexibility Evaluation (Cont’d)

• Meeting Environmental Goals – Commitment to 75% recycling goal, and greater likelihood that processing will be more fully integrated into the hierarchy • Environmental Considerations – Assures all Ramsey/Washington waste can be secured through designation • Economic Development – Preserves jobs at Newport – Independent haulers – Scope more likely under public ownership, along with additional jobs BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 5B Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Health & Environment Judy Hunter 651-430-4031 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Judy Hunter Judy Hunter 651-430-4031

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approval of amended and restated Ramsey/Washington Recycling and Energy Board Joint Powers Agreement and authorize the Chair and County Administrator to execute the amended and restated Ramsey/Washington Recycling and Energy Board Joint Powers Agreement. AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Board Yes TIME NEEDED: 10 IS THIS MANDATED? EXPLANATION OF MANDATE: Yes Mn Statute 473 requires implementation of county solid waste management plans.

BACKGROUND/JUSTIFICATION: The Ramsey/Washington County Resource Recovery Project Board (Project Board) has been conducting a policy evaluation on the future design of waste management in the east metro area since 2013 including examining waste management technologies and policies with Project Board discussion and direction throughout the process. This work began at the same time as the current three-year Processing Agreement with Resource Recovery Technologies, LLC (RRT) - the current owner of the Newport Facility (refuse derived fuel processing facility). In that Agreement the Counties have an exclusive option to purchase the Newport Facility in 2015. At its meeting on August 27, 2015 the Project Board approved several resolutions related to the purchase of the facility. The key purpose of the joint powers agreement is to create a structure for joint ownership and operation of the Newport Facility by the Joint Powers Board, to define the rights, obligations, and responsibilties of each county with respect to the Board and Facility.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes Washington County Board: 1/25/2011, 2/3/2015, 6/23/2015 various Project Board workshops and meetings

Budget Information

FUNDING: NA Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: Washington County System Change Washington County Board Considerations • Ramsey/Washington Recycling and Energy Board • Newport Facility Asset Purchase Agreement • Financing Washington County’s 27% • Waste Designation Ramsey/Washington Recycling and Energy Board Purpose • Amended and restated joint powers agreement • Ability to jointly own and operate the Facility • Ability to control waste/designation • Ability to plan/implement future system Asset Purchase of Newport Facility

• Purchased by Ramsey/Washington Recycling and Energy Board (Board) • Counties endorse the purchase of certain RRT assets by the Board and recommends the Board execute the Asset Purchase Agreement Financing

• Newport Facility purchase price $24.4 million • Washington County’s share is 27% or $6,588,000 • Washington County use of solid waste cash reserves Waste Designation

• Viable option to insure waste supply • Begin process which includes MPCA approval of waste designation plan Amending county master plan Negotiate contracts with waste haulers Develop designation ordinance BOARD OF COUNTY COMMISSIONERS WASHINGTON COUNTY, MINNESOTA RESOLUTION NO.

DATE September 22, 2015 DEPARTMENT PHE/RRP MOTION SECONDED BY BY COMMISSIONER COMMISSIONER

Recycling and Energy Board Joint Powers Agreement Whereas, Ramsey and Washington Counties (the “Counties”) have committed to continue to protect and ensure the public health, safety, welfare and environment of each County’s residents and businesses through sound management of solid and hazardous waste generated in each County; and

Whereas, it is the stated policy of the State of Minnesota, under the Waste Management Act, to manage solid waste in an environmentally sound manner; and

Whereas, Ramsey and Washington Counties have in place County Solid Waste Management Master Plans (“Master Plans”) approved by the Commissioner of the Minnesota Pollution Control Agency; and

Whereas, the Master Plans clearly state the policy goal of maintaining and improving an integrated system of solid waste management that supports Minnesota’s hierarchy of solid waste management, with an emphasis on waste reduction, reuse, recycling and composting before the remaining solid waste is managed through resource recovery; and

Whereas, the Master Plans also include policies that affirm the processing of waste, for the purpose of recovering energy and recyclables, and other beneficially usable materials, as the preferred method to manage solid waste that is not reduced, reused or recycled; and

Whereas, since 1982 Ramsey and Washington Counties have implemented a joint program for researching, developing, and implementing the “Ramsey/Washington County Resource Recovery Project” (the “Project”), formerly called the “Ramsey/Washington Waste‐to‐Energy Project,” which has included reliance on the waste processing facility in Newport, MN (“Facility”) to recover resources from solid waste generated in the Counties; and

Whereas, the Counties have entered into a Joint Powers Agreement for the Resource Recovery Project, dated December 2006; and

Whereas, the Counties have strongly supported waste reduction, reuse, recycling and composting in the past, and will continue to do so in the future, with the aim of achieving at least a 75 percent recycling goal by 2030; and

Whereas, in 2012 the Counties determined that a merchant approach to waste processing was not possible in the East Metro area, and, pursuant to the Master Plans, the Counties, through the Project, began to explore options to assure the continuation of waste processing, including consideration of public ownership; and

Whereas, during the period of 2013 – 2015 the Project Board has extensively analyzed and evaluated waste generation and management data, various waste management and conversion technologies, financial information, policy options and information gathered through an extensive public information and comment program (the “Analysis and Evaluation”), and has established a vision for future waste management in the East Metro area, which, for processing of waste, includes using the existing resource recovery facility in Newport as a foundation for future efforts to enable greater and improved recycling and recovery of resources from waste (the “Resource Recovery Vision”); and

September 2001 http://washnet/forms/CountyBd/Resolution1stPage.dot Whereas, the Analysis and Evaluation and the Resource Recovery Vision show clear economic and environmental protection benefits to the East Metro area; and

Whereas, the Processing Agreement with Resource Recovery Technologies for provision of processing services at the Facility expires on December 31, 2015, and Article 9 of the Processing Agreement provides that the Counties have an exclusive option to purchase the Facility that can be exercised during calendar year 2015; and

Whereas, as a result of the Analysis and Evaluation, the Project recognizes clear environmental, financial and policy benefits to public ownership and operation of the Facility in accomplishing the Resource Recovery Vision.

Whereas, The Project Board, on May 28, 2015 (Resolution 2015‐RR‐02) indicated strong interest in recommending that the Counties purchase the Facility and directed staff to prepare amendments to the existing Joint Powers Agreement; and

Whereas, The Project Board has approved and recommended that the County Boards approve an Asset Purchase Agreement between Resource Recovery Technologies, LLC and Ramsey and Washington Counties; and

Whereas, the Counties desire to amend the existing Joint Powers Agreement to create a structure for joint ownership and operation of the Facility by the Joint Powers Board and to define the rights, obligations, and responsibilities of each County with respect to the Board and Facility, and to accomplish the Vision Statement adopted by the Project in 2013, which calls for significant advancements in waste reduction, recycling, organics management, and recovery of resources from Waste, promoting economic development through enhanced resource recovery, and accomplishing the goals established in the Metropolitan Solid Waste Policy Plan, the Regional Solid Waste Plan and the County Master Plans, all as amended from time to time, along with other joint waste management activities, as agreed to by the Board.

Whereas, Project Board has recommended that the Ramsey and Washington County Boards of Commissioners approve and authorize execution of the Amended and Restated Ramsey/ Washington Recycling and Energy Board Joint Powers Agreement (Resolution 2015‐RR‐9; August 27, 2015).

Now, Therefore, Be It Resolved, The Washington County Board of Commissioners hereby approves the Amended and Restated Ramsey/Washington Recycling and Energy Board Joint Powers Agreement.

Be it Further Resolved, The County Board hereby authorizes the Chair and County Administrator to Execute the Amended and Restated Ramsey/Washington Recycling and Energy Board Joint Powers Agreement.

ATTEST: YES NO

COUNTY ADMINISTRATOR BEARTH BIGHAM KRIESEL MIRON COUNTY BOARD CHAIR WEIK

July 2002 http://washnet/forms/CountyBd/Resolution2ndPage.dot

August 20, 2015

To: Resource Recovery Project Board

From: Joint Staff Committee

Re: Revised Joint Powers Agreement Recommendation

Since 1982 Ramsey and Washington Counties have implemented a joint program for researching, developing, and implementing the “Ramsey/Washington County Resource Recovery Project” (the “Project”), formerly called the “Ramsey/Washington Waste-to-Energy Project,” which has included administering agreements with the privately-owned waste processing facility in Newport, MN (“Facility”) to recover resources from solid waste generated in the Counties. In recent years the Project has significantly expanded joint activities in recycling and outreach and education.

At its May 28, 2015 meeting the Project Board indicated strong interest in recommending that the Counties purchase the Facility and directed staff to commence development of revisions to the Joint Powers Agreement for the Resource Recovery Project, dated December 2006, to address ownership and operation of the Facility and implementation of the Project Board’s Resource Recovery Vision.

Staff, attorneys and consultants have prepared an Amended and Restated Ramsey/Washington County Resource Recovery Joint Powers Agreement (JPA) for consideration by the Project Board. That JPA is summarized below.

As a matter of governance, staff recommend that the Joint Powers Board that convenes as a result of the amended and restated JPA adopt Bylaws for Board operation. It is expected that the Board would adopt those Bylaws at its organizational meeting, scheduled for October 22, 2015.

Action Requested The Resource Recovery Project Board is requested to recommend that the Ramsey and Washington County Boards of Commissioners approve and authorize execution of the Amended and Restated Ramsey/Washington County Recycling and Energy Board Joint Powers Agreement.

The proposed JPA is attached; key elements are summarized on the following pages.

Summary of Joint Powers Agreement

Name: Staff recommend that the Joint Powers Board name be changed from “Ramsey/Washington County Resource Recovery Project Board” to “Ramsey/Washington County Recycling and Energy Board.” This proposed name is better aligned with the vision adopted in 2013.

Purpose: A key purpose of this Agreement is to create a structure for joint ownership and operation of the Facility by the Joint Powers Board, and to define the rights, obligations, and responsibilities of each County with respect to the Board and Facility. In addition, the purpose of this Agreement is to accomplish the Vision Statement adopted by the Project Board in 2013, which calls for significant advancements in waste reduction, recycling, organics management, and recovery of resources from solid waste, promoting economic development through enhanced resource recovery, and accomplishing the goals established in State law, along with other join waste management activities, as agreed to by the Board.

The Amended and Restated JPA differs from the existing JPA in several ways. These are outlined below.

Term (Section III): Term begins upon approval by both counties until debt is retired, continuing until terminated or dissolved.

Governing Body (Section IV): The stated intent of the Counties is that that the Board has all powers necessary to fulfill the purpose of this Agreement and all the powers granted to it by law now or hereafter. The Board will consist of four commissioners from Washington County and five commissioners from Ramsey County, as is the current structure. The commissioners will be appointed by the respective County Boards. Each County may appoint an alternate commissioner. The Project Board may appoint a representative from the City of Newport, Minnesota to serve as a non-voting, ex officio member of the Project Board. The Project Board may appoint one or more additional non-voting, ex officio Project Board members.

Bylaws (Section IV.C.): The Board will adopt Bylaws to govern its operations. The Bylaws will be consistent with the JPA and all applicable laws. The Bylaws may be amended from time to time by a two-thirds majority of the Board after notice in accordance with the Bylaws. Issues address in the bylaws include, for example, establishing committees, providing for election of officers, meeting procedures, etc.

Scope and Authority (Section V): x General Powers: “exercise such authority and powers as is necessary and proper to carry out the mandates and purposes set forth in this Agreement without individual County Board approval unless otherwise specified in this Agreement.” x Specific Powers – operation of the facility and other joint waste management activities proposed from time to time. Property: acquire, improve, lease and hold real and personal property to accomplish its purpose Facility Management: oversee the operation, maintenance and improvement of the Facility. May accept waste from outside the counties. Contracts and Procurement: Negotiate, enter and enforce contracts Employees: Authority to employee agents or employees; makes it clear that employees are employees of the Board. Grants: apply for, accept, receive, and disburse grants, loans, donations, other assistance Debt: incur and discharge debts, liabilities and obligations Power to sue and be sued Annual Budgets: Establish rates and fees, hold and receive revenue in accordance with a budget as an enterprise fund, and County Board approved Joint Activities Budget Joint Activities x Administering a hauler rebate program x Conducting waste education and outreach x Engaging in waste education with schools x Administering non-residential recycling programs: Biz Recycling x Making plans and conducting research x Initiating or administering other joint solid waste management projects

Project Staff, Consultants and Support (Section VI): x Joint Leadership Team – Staff leadership is comprised of one from each of the two public health departments, and one from Ramsey County Finance (serving as liaison on financing issues), reporting to Board. x Other Staff – The Board may be supported by a combination of Board staff, County staff, and consultants. Under Board direction, the Joint Leadership Team will hire and supervise Board employees and consultants. x Fiscal Agent - The Ramsey County Finance Department shall act as the Fiscal Agent on behalf of the Board, performing functions determined appropriate by the Board and subject to the terms of a Fiscal Agent Agreement to be entered by and between Ramsey County and the Board. x Legal Representation - The Ramsey County Attorney’s Office and the Washington County Attorney’s Office are designated as the attorneys for the Board. Any special legal counsel shall be designated and chosen with the advice of the Ramsey and Washington County Attorney’s Offices x Reimbursement for Services – provides that the Board will reimburse the Counties for staffing and services.

Obligations of Counties (Section VII): x Ordinances. Each County agrees to use its best efforts to enforce its respective solid and hazardous waste ordinances. x Waste Haulers. Each County shall properly license waste haulers as required by their respective solid waste ordinances. x Waste Management Service Charges. Each County shall maintain and implement its ordinance requirements that impose on all waste generators a waste management service charge, currently called the County Environmental Charge. x Waste Supply. Delivery Agreements. The Board is authorized to enter into waste delivery agreements for the Facility Waste Designation. The Counties agree to coordinate with each other and the Board to amend county Solid Waste Master Plans and prepare a joint Waste Designation Plan, and to adopt, implement, maintain and enforce waste designation ordinances. x Joint Activities. The Board is authorized to administer the joint solid waste activities set forth in the JPA and approve an annual joint activities budget that includes funding for such activities during the term of this Agreement. x Budgets There are two budgets: a Facility budget, and a Joint Activities budget. The Facility budget will operate as an enterprise fund. The Joint Activities Budget is funded on an annual basis by Facility Budget. The Board will establish a Facility Budget for the operation and administration of the Facility. It is anticipated that funds for the Facility operations and maintenance will be derived from revenue collected in operation of the Facility, including collection of tipping fees. The Board shall establish procedures and policies for managing the Facility Budget in the Bylaws. Costs that shall be included in the Facility Budget include, but are not limited to, operating funds, any operating reserve fund, capital improvements and repairs, administrative costs, and debt service payments. Joint Activities Budget. Project funds existing at the time of the execution of this Agreement, shall be retained by the Board and accounted for in a Joint Activities Budget. The Joint Activities Budget will be drawn upon for Board activities, including the Joint Activities set forth in the JPA. The Counties’ fiscal responsibility will be in proportion to the following percentages: 73% from Ramsey County and 27% from Washington County.

Accounting and Audits. All Board funds shall be accounted for according to generally acceptable accounting principles and any other applicable laws. The Board shall further develop accounting and auditing procedures and requirements in the Bylaws.

Facility Acquisition. (Section VIII): The Counties agree to undertake certain actions and authorize the Board to take certain actions to facilitate acquisition of the Facility, and transition the Facility to public ownership and operation, including, x Facility Purchase. The Board is authorize to close on the purchase of the Facility. x Facility Financing. To finance acquisition of the Facility, the Counties agree to the following financing plan: Each County will make a loan to the Board sufficient to cover its share of the Facility acquisition. Ramsey County will contribute 73% and Washington County will contribute 27% of the funds necessary to complete the purchase of the Facility. The Board is hereby authorized to use the proceeds of the Ramsey Facility Loan and the Washington Facility Loan to acquire the Facility. The Board is obligated to repay the County Facility Loans on terms and conditions that match, or are otherwise consistent with, any terms and conditions of any bonding either County may elect to use to fund its Facility Loan. Repayment by the Board will be made on a pro-rata basis to each County based on its respective Facility Loan percentages described above. Payments will be made from and included in the Facility Budget. x Capital Contributions. The Counties agree to make contributions to the Board for initial capital expenditures in an amount to be determined by the Board, with Ramsey contributing 73% and Washington 27%. The Counties will make their contributions within 30 days for notice. x Operating Reserve Fund. As part of the Facility Budget, the Board will create an operating reserve fund. The Bylaws will outline the scope and size of the operating reserve fund. Each County agrees to commit or hold sufficient funding, and to agree to an efficient mechanism to transfer operating reserve funds if requested by the Board.

Liability and Insurance (Section IX) x Separate Public Entity. The Board is a separate and distinct public entity, which has received responsibility and control for actions taken under the JPA. The Board is to comply with laws and rules that govern a public entity. x Insurance. The Board is obligated to maintain insurance to protect the Board against risk of loss or damage to the Facility, and other claims. x Indemnification. Includes indemnification of counties, and outlines that claims settled or judgements against the Board are apportioned between the counties on a 73% (Ramsey) - 27% (Washington) split.

Counties Relationship x Termination. Established the terms for termination, which is by mutual agreement. Includes processes for discharge of financial obligations, disposal of assets, and distribution of proceeds from sale of assets. x Dispute Resolution. Establishes a process for resolving disputes related to the Joint Powers Agreement.

BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 5C Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Health & Environment Judy Hunter 651-430-4031 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Judy Hunter Judy Hunter 651-430-4031

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Washington County Board of Commissioners approval of attached resolution to endorse the purchase of those certain Resource Recovery Technologies (RRT) assets by the Ramsey/Washington Recycling and Energy Board, as such assets are described in the Asset Purchase Agreement between the Ramsey/Washington Recycling and Energy Board and RRT at a purchase price not to exceed $24,400,000.00, (Washington County's share of the purchase price is 27% or $6,588,000) and recommend that the Ramsey/Washington Recycling and Energy Board execute the Asset Purchase Agreement.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Board No TIME NEEDED: 10 IS THIS MANDATED? EXPLANATION OF MANDATE: Yes Mn Statute 473 requires implementation of county solid waste management plans.

BACKGROUND/JUSTIFICATION:

The Ramsey/Washington County Resource Recovery Project Board (Project Board) has been conducting a policy evaluation on the future design of waste management in the East Metro area since 2013 including examining waste management technologies and policies with Project Board discussion and direction throughout the process. This work began at the same time as the current three-year Processing Agreement with Resource Recovery Technologies, LLC (RRT) - the current owner of the Newport Facility (refuse derived fuel processing facility). In that Agreement, the counties have an exclusive option to purchase the Newport Facility in 2015. At its meeting on August 27, 2015 the Project Board approved several resolutions related to the purchase of the Facility. The Asset Purchase Agreement (APA) was presented to the Project Board and contains the conditions for sale of the Newport Facility from RRT to the Ramsey/Washington Recycling and Energy Board. As part of the APA there are conditions precedent to closing on the transaction. The Facility purchase price is $24,400,000. Washington County's share of the purchase price is 27% or $6,588,000. Attached with more detail: Project Board approved resolution, Project Board memo, Asset Purchase Agreement and letter from RRT.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes Washington County Board: 1/25/2011, 2/3/2015, 6/23/2015 various Project Board workshops and meetings

Budget Information

FUNDING: NA

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: BOARD OF COUNTY COMMISSIONERS WASHINGTON COUNTY, MINNESOTA RESOLUTION NO.

DATE September 22, 2015 DEPARTMENT PHE/RRP MOTION SECONDED BY BY COMMISSIONER COMMISSIONER

Asset Purchase

Whereas, Ramsey and Washington Counties (the “Counties”) have committed to continue to protect and ensure the public health, safety, welfare and environment of each County’s residents and businesses through sound management of solid and hazardous waste generated in each County; and

Whereas, it is the stated policy of the State of Minnesota, under the Waste Management Act, to manage solid waste in an environmentally sound manner; and

Whereas, Ramsey and Washington Counties have in place County Solid Waste Management Master Plans (“Master Plans”) approved by the Commissioner of the Minnesota Pollution Control Agency; and

Whereas, the Counties have entered into a Joint Powers Agreement for the Resource Recovery Project, dated December 2006; and

September 2001 http://washnet/forms/CountyBd/Resolution1stPage.dot Whereas, during the period of 2013 – 2015 the Project Board has extensively analyzed and evaluated waste generation and management data, various waste management and conversion technologies, financial information, policy options and information gathered through an extensive public information and comment program (the “Analysis and Evaluation”), and has established a vision for future waste management in the East Metro area, which, for processing of waste, includes using the existing resource recovery facility in Newport as a foundation for future efforts to enable greater and improved recycling and recovery of resources from waste (the “Resource Recovery Vision”); and

Whereas, the Analysis and Evaluation and the Resource Recovery Vision show clear economic and environmental protection benefits to the East Metro area; and

Whereas, the Processing Agreement with Resource Recovery Technologies (RRT) for provision of processing services at the Facility expires on December 31, 2015, and Article 9 of the Processing Agreement provides that the Counties have an exclusive option to purchase the Facility that can be exercised during calendar year 2015; and

Whereas, the Project Board, on May 28, 2015 (Resolution 2015‐RR‐02) indicated strong interest in recommending that the Counties purchase the Facility and directed staff to negotiate a Purchase Agreement establishing the terms of the transfer of ownership and operation of the Facility from RRT to the Ramsey/Washington County joint powers board; and

Whereas, an Asset Purchase Agreement has been negotiated with RRT, and is presented for consideration by the Project Board.

Whereas, the Project Board has recommended that the Counties approve amendments to the Joint Powers Agreement that would change the name of the Project Board to the Ramsey/Washington Recycling and Energy Board and provide authority to the renamed Board to acquire the Facility; and

Whereas, the Project Board has recommended that the Counties approve the Asset Purchase Agreement between the Ramsey/Washington Recycling and Energy Board and RRT, at a purchase price of $24.4 million (Resolution 2015‐RR‐8, August 27, 2015).

Now, Therefore, be it Resolved, the Washington County Board of Commissioners hereby endorses the purchase of those certain RRT assets by the Ramsey/ Washington Recycling and Energy Board, as such assets are described in the Asset Purchase Agreement between the Ramsey/Washington Recycling and Energy Board and RRT, at a purchase price not to exceed $24,400,000.00, and recommends that the Ramsey/Washington Recycling and Energy Board execute the Asset Purchase Agreement.

ATTEST: YES NO

COUNTY ADMINISTRATOR BEARTH BIGHAM KRIESEL MIRON COUNTY BOARD CHAIR WEIK

July 2002 http://washnet/forms/CountyBd/Resolution2ndPage.dot

August 20, 2015

To: Resource Recovery Project Board

From: Joint Staff Committee

Re: Asset Purchase Agreement Recommendation

The Resource Recovery Project Board (Project Board) has been conducting a policy evaluation on the future design of waste management in the East Metro area since 2013 including examining waste management technologies and policies with Project Board discussion and direction throughout the process. This work began at the same time as the current three-year Processing Agreement with Resource Recovery Technologies, LLC (RRT) - the current owner of the Newport Facility (refuse derived fuel processing facility). In that Agreement the Counties have an exclusive option to purchase the Newport Facility in 2015.

At its May 28, 2015 meeting, the Project Board adopted a resolution that stated strong interest in public ownership, and deferred action on exercising the counties’ option to purchase until a purchase agreement was negotiated. The Board also directed staff and consultants to conduct due diligence, work on reducing the price, and negotiate a Purchase Agreement.

A Purchase Agreement has been negotiated with RRT. Attached is the Asset Purchase Agreement (APA), which includes the terms of the purchase. The attached document does not have exhibits or attachments, which are still being developed and will be included prior to County Board consideration. RRT has provided a letter (attached) stating that it will sign this completed APA.

This memorandum provides an overview of the Asset Purchase Agreement and a staff recommendation.

Summary of Asset Purchase Agreement The Asset Purchase Agreement (APA) contains the conditions for the sale of the Resource Recovery Facility in Newport (Facility) from RRT to the Ramsey/Washington Project Board, which pursuant to amendments to the Project Board’s joint powers agreement would be renamed the Ramsey/Washington Recycling and Energy Board (Board). As part of the APA there are conditions precedent to closing on the transaction – steps that must be completed to the Board’s satisfaction before closing the transaction, unless those steps are waived by the Board. The APA is included as Attachment A.

The Purchase Agreement includes the following articles; within this summary the term “Board” refers to the Joint Powers Board that is a result of the Amended and Restated Joint Powers AGreement:

Article I The facility and assets are described in Article I as including (a) The Facility, including, the land, building, structure, improvements, easements and fixtures related to the Facility; (b) All machinery, equipment, tools, computers, electronics, furniture, vehicles, loaders, rolling stock and trailers including all related software and intellectual property located at the Facility or located elsewhere and used to operate the Facility. (c) Those contracts that are in effect after December 31, 2015 relating to the Facility and the Business, including all contracts for maintenance and sale of refuse derived fuel and the procurement of municipal solid waste for processing at the Facility, including leases and environmental impairment insurance. (d) All parts and inventories, and other miscellaneous supplies and materials located at the Facility. (e) All licenses, permits, approvals, and certifications of RRT necessary or convenient to own and operate the Facility or the Real Property, to the extent they can be assigned under applicable law.

Article II Purchase Price: $24,400,000

Article III Seller’s Representations and Warranties Sections in this Article describe RRT’s authorization and ownership, various other representations, assurances, certifications and warranties.

Article IV Purchaser’s Representations and Warranties Sections in this Article describe the counties’ authorizations, disclaimers, and assurances.

Article V Closing This Article describes the time, place and manner of closing, as well as steps that will occur at closing.

There are also a number of sections in this article which include conditions that must be met before closing can occur (Conditions Precedent to Closing). These include work tasks that the Board must assure are complete before the sale can close. These include:

1. Verification of Processing Capacity: The Board will use its engineering firm to confirm the processing capacity, capability, operational safety and limitations of the Facility. This is an extension of due diligence already completed, and requires confirmation to the Board that the Facility can be safely operated. 2. Confirmation of Waste Delivery: The Board will use its engineering firm to determine the amount of waste needed to operate the facility in order to meet guarantees under the Fuel Agreement with Xcel Energy; before the sale can proceed the Board will have contracts in place with waste haulers to secure that amount of waste. 3. Xcel Fuel Supply Agreement: The Board will have approval from Xcel to be assigned the Fuel Supply Agreement by RRT, along with a commitment from Xcel to extend the agreement beyond 2017. 4. Third Party Transition Facility Operator: Before closing can occur, the Board will have a contract in place with a suitable party for at least the first two years of operations. 5. Seller’s Union Agreement: RRT and IBEW will provide documentation amending or agreeing to amend their labor agreements so the union employees can be legally hired by a third party contractor, or the Board, upon completion of the transaction. Further, the Board will have no liability for any changes required to the labor agreement. 6. Transfer of Real Property Rights: The Board will receive confirmation that easements and licenses are adequate to operate, including road access.

Article VI Indemnification Obligations Describes a variety of obligations by the Board and RRT relative to various indemnifications.

Article VII Miscellaneous Provisions Includes various provisions not otherwise addressed.

Analysis While this the document is called an Asset Purchase Agreement, the Counties through the Board would be entering into an ongoing business to process waste to recover materials and refuse- derived fuel. The due diligence process has been extensive, and has gone far beyond what would be involved in a typical property transfer.

At the conclusion of the purchase, the Counties will have acquired, through the Board, the Facility and related assets, as well as key elements necessary to assure that the Facility can continue to function. The Purchase Agreement, combined with the Conditions Precedent to Closing, will assure that there is sufficient waste under contract, that the Facility can perform, that there will be an entity under contract to employ the labor force and operate the Facility during a transition period, and that various risks are managed.

Recommendation Staff recommend that the Project Board recommend that the County Boards approve the Asset Purchase Agreement, and authorize the Chair of the renamed Board to execute the Asset Purchase Agreement upon approval by the County Boards of the Asset Purchase Agreement and the amendments to the Joint Powers Agreement between the Counties, as described in the attached Resolution.

ASSET PURCHASE AGREEMENT

BETWEEN

RAMSEY/WASHINGTON RECYCLING AND ENERGY BOARD

RESOURCE RECOVERY TECHNOLOGIES, LLC

Dated Effective

As of

September 22, 2015 TABLE OF CONTENTS

Page

ARTICLE I PURCHASE OF ASSETS ...... 1 1.01 Purchase and Sale of Acquired Assets...... 1 1.02 Excluded Assets...... 2 1.03 Assumption of Certain Liabilities...... 2

ARTICLE II PURCHASE PRICE ...... 2 2.01 Purchase Price...... 2 2.02 Allocation of the Purchase Price...... 2

ARTICLE III SELLER’S REPRESENTATIONS AND WARRANTIES ...... 2 3.01 Organization...... 3 3.02 Authorization ...... 3 3.03 No Conflict with Other Instruments or Agreements...... 3 3.04 No Default of Seller...... 3 3.05 Absence of Certain Changes...... 3 3.06 Title and Related Matters...... 4 3.07 Litigation...... 4 3.08 Compliance with Laws ...... 4 3.09 Brokers or Finders ...... 4 3.10 Assumed Contracts ...... 4 3.11 Condition of Equipment...... 4 3.12 Real Property ...... 4 3.13 Rights to Real Property...... 4 3.14 Environmental Matters ...... 5 3.15 Permits and Licenses ...... 5 3.16 Intellectual Property...... 5 3.17 Processing Agreement ...... 5 3.18 No Other Representations...... 5

ARTICLE IV PURCHASER’S REPRESENTATIONS AND WARRANTIES...... 6 4.01 Organization...... 6 4.02 Authorization ...... 6 4.03 No Conflict with Other Instruments or Agreements...... 6 4.04 Brokers or Finders ...... 6 4.05 Litigation...... 6 4.06 Disclaimers ...... 6 4.07 Financing ...... 6

ARTICLE V CLOSING ...... 7 5.01 Time, Place and Manner of Closing ...... 7 5.02 Purchaser Conditions Precedent to Closing...... 7 5.03 Seller Condition Precedent to Closing...... 8 5.04 Reasonable Access Prior to Closing ...... 8 5.05 Transfer of Solid Waste Permit...... 8

i TABLE OF CONTENTS (continued)

Page

5.06 Closing Deliveries by Seller ...... 8 5.07 Closing Deliveries by Purchaser...... 9 5.08 Proration of Revenue and Expenses ...... 9 5.09 Certain Transaction Costs...... 10 5.10 Post-Closing Operation of Vehicles...... 10 5.11 Title Commitment...... 10 5.12 Reasonable Access After Closing...... 10 5.13 Employees...... 11

ARTICLE VI INDEMNIFICATION OBLIGATIONS...... 11 6.01 Indemnification by Purchaser ...... 11 6.02 Indemnification by Seller...... 11 6.03 Nature and Survival of Representations and Warranties and Covenants...... 11 6.04 Indemnification Qualifications and Limitations ...... 12 6.05 Undisputed Claims...... 13 6.06 Disputed Claims...... 13 6.07 Third Party Suits ...... 13 6.08 Settlement or Compromise ...... 13 6.09 Insured Claims; Tax Benefit ...... 13 6.10 Remedies...... 14

ARTICLE VII TERMINATION...... 14 7.01 Termination of Agreement...... 14 7.02 Effect of Termination...... 15

ARTICLE VIII MISCELLANEOUS PROVISIONS...... 15 8.01 Cooperation of the Parties After Closing...... 15 8.02 Definitions ...... 15 8.03 Assignment ...... 16 8.04 Binding Effect...... 16 8.05 Governing Law; Venue...... 16 8.06 Waiver of Jury Trial...... 16 8.07 Severability...... 16 8.08 Notices ...... 16 8.09 Confidentiality; Public Announcements...... 18 8.10 Construction...... 18 8.11 Counterparts; Electronic Signatures; Effectiveness of this Agreement ...... 18 8.12 Real Property Disclosures...... 19 8.13 Expenses ...... 19 8.14 Entire Agreement; Amendment; Waiver ...... 19

ii EXHIBITS

Exhibit A Bill of Sale Exhibit B Assignment and Assumption of Contracts Exhibit C Assignment and Assumption of Leases Exhibit D Warranty Deeds for the Real Property Exhibit E Termination and General Release

SCHEDULES

Schedule 1.01(a) Real Property Schedule 1.01(b)(i) Assets Schedule 1.01(b)(ii) Major Equipment Schedule 1.01(c) Assumed Contracts Schedule 1.01(d) Inventory Schedule 1.01(e) Licenses Schedule 1.02 Excluded Assets Schedule 1.03 Assumed Liabilities Schedule 2.02 Purchase Price Allocation Schedule 3.02 Seller’s Authorization Schedule 3.03 No Conflict Schedule 3.04 No Default of Seller Schedule 3.06 Seller’s Title and Related Matters Schedule 3.07 Seller’s Litigation Schedule 3.08 Compliance with Laws Schedule 3.10 Seller’s Assumed Contracts Schedule 3.11(a) Seller’s Condition of Equipment Schedule 3.11(b) Exceptions to Condition of Equipment Schedule 3.12 Seller’s Real Property Schedule 3.13 Rights to Real Property Schedule 3.14(a) Seller’s Environmental Matters Schedule 3.14(c) Environmental Permits and Registrations Schedule 3.14(d) Environmental Impairment Insurance Schedule 3.15(a) Permits and Licenses Schedule 3.16(a) Assignable and Transferable Intellectual Property Rights Schedule 3.16(b) Non-Assignable and Non-Transferable Intellectual Property Rights Schedule 3.17 Processing Agreement Schedule 4.05 Purchaser’s Litigation Schedule 5.13(a) Employees

iii RWREB/RRT ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is entered into as of ______, 2015, between Ramsey/Washington Recycling and Energy Board, a joint powers entity of Ramsey County and Washington County established under Minnesota state law (“Purchaser”), and Resource Recovery Technologies, LLC, a Delaware limited liability company (“Seller”) (Purchaser and Seller are referred to as the “Parties”).

RECITALS:

A. Seller owns a refuse derived fuel processing facility and related property and improvements (the “Facility”) located in Newport, Minnesota, that is used to accept certain municipal solid waste and process the waste into refuse derived fuel and other products, and markets that refuse derived fuel and other products (the “Business”).

B. Purchaser now desires to purchase the Acquired Assets, as more particularly defined in Section 1.01, and Seller desires to sell the Acquired Assets to Purchaser upon the terms and subject to the conditions in this Agreement.

AGREEMENT:

Now, therefore, in consideration of the promises made in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I PURCHASE OF ASSETS.

1.01 Purchase and Sale of Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined below), Seller agrees to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase and accept from Seller, for the Purchase Price specified below, all of Seller’s right, title, and interest in and to the following assets of Seller as in existence on the Closing Date (collectively, the “Acquired Assets”), free and clear of all Liens other than Permitted Liens and the Real Estate Permitted Exceptions:

(a) The Facility, including, without limitation, the land, building, structure, improvements, easements and fixtures related to the Facility (collectively, the “Real Property”), all as more particularly described on Schedule 1.01(a), but excluding the Excluded Assets;

(b) All machinery, equipment, tools, computers, electronics, furniture, vehicles, loaders and yard tractors, rolling stock and trailers including all related owned or licensed software and intellectual property located at the Facility or located elsewhere and used primarily to operate the Facility including all licensed software utilized as part of the Facility weighing and billing functions, all of which is described on Schedule 1.01(b)(i), including the in-feed and inclined conveyors, grapple cranes, bulky waste, shear shredder with discharge conveyors, primary hammer mill, troughed roller bed conveyers, and magnetic separator, all of which is described on Schedule 1.01(b)(ii) (the “Major Equipment”), but excluding the Excluded Assets;

(c) Those contracts that are in effect after December 31, 2015 relating to the Facility and the Business, including contracts for maintenance and sale of refuse derived fuel 1 RWREB/RRT ASSET PURCHASE AGREEMENT

and the procurement of municipal solid waste for processing at the Facility, and including leases, all as set forth on Schedule 1.01(c) (the “Assumed Contracts”);

(d) All parts and inventories, and other miscellaneous supplies and materials located at the Facility, a schedule of which is attached as Schedule 1.01(d), which the Parties will update as necessary prior to the Closing; and

(e) All licenses, permits, approvals, and certifications of Seller necessary or convenient to own and operate the Facility or the Real Property, all as set forth on Schedule 1.01(e), to the extent these licenses, permits, approvals, and certificates can be assigned under applicable law (the “Licenses”).

1.02 Excluded Assets. The Acquired Assets do not include any asset of Seller not specifically set forth in Section 1.01 (collectively, the “Excluded Assets”). For avoidance of doubt, the Excluded Assets include the following :

(a) cash;

(b) goodwill of Seller;

(d) all items set forth on Schedule 1.02.

1.03 Assumption of Certain Liabilities. As of the date of Closing, Purchaser shall assume and promptly discharge in accordance with their terms those liabilities set forth on the attached Schedule 1.03 (the “Assumed Liabilities”), which liabilities, unless otherwise specifically identified in writing, are only liabilities arising after the Closing. All liabilities related to the Acquired Assets or the Business or Seller that are not Assumed Liabilities shall be referred to herein as the “Excluded Liabilities” and shall not be assumed by or the responsibility of Purchaser.

ARTICLE II PURCHASE PRICE.

2.01 Purchase Price. The total purchase price for sale, conveyance, transfer, and delivery of the Acquired Assets shall be $24,400,000 (the “Purchase Price”).

2.02 Allocation of the Purchase Price. At or as soon as practicable after Closing, Purchaser and Seller will execute IRS Form 8594 in accordance with Seller’s allocation of the Purchase Price in compliance with Section 1060 of the Internal Revenue Code and the regulations thereunder. The Parties shall utilize the foregoing allocation in all statements and returns filed with any taxing authority, and each will promptly notify the other Party if any challenge to such allocation is made by any taxing authority.

ARTICLE III SELLER’S REPRESENTATIONS AND WARRANTIES.

As a material inducement to Purchaser entering into this Agreement, Seller warrants and represents to Purchaser as of the date of this Agreement and as of the Closing Date, as follows in this Article III and its designated schedules attached and included as part of this Agreement, which schedules shall be complete without any redactions and Seller shall update by delivering changes in writing as soon

2 RWREB/RRT ASSET PURCHASE AGREEMENT as practicable but not later than December 3, 2015 and two business days prior to Closing, which changes shall be deemed to amend such schedules:

3.01 Organization. Seller is a limited liability company duly organized and validly existing under the laws of the State of Delaware.

3.02 Authorization. Seller has full company and organizational power, authority, and legal right to execute and deliver this Agreement and all other consents, approvals, declarations and agreements as provided in this Agreement. Assuming the valid execution and delivery by Purchaser, this Agreement and all other consents, approvals, declarations and agreements contemplated by this Agreement, when executed and delivered by Seller, will constitute the legal, valid, and binding obligation of Seller, enforceable against it in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, or receivership.

3.03 No Conflict with Other Instruments or Agreements. Except as set forth on Schedule 3.03, the consummation by Seller of the transactions contemplated by this Agreement will not result in or constitute: (1) a material default or an event that, with the giving of notice or lapse of time, or both, would constitute a material default, breach, or violation of the organizational documents of Seller, or any lease, license, security agreement, mortgage, or other agreement or instrument to which Seller is a party and any of the Acquired Assets are bound; (2) an event that would permit any counter party to condition, modify or terminate any material agreement or to accelerate the maturity of any indebtedness or other obligation of Seller that would affect the Acquired Assets under this Agreement; or (3) the creation or imposition of any lien, charge, or encumbrance (a “Lien”) on any of the Acquired Assets other than a Permitted Lien.

3.04 No Default of Seller. To the Knowledge of Seller and except as set forth on Schedule 3.04, no condition exists that with the giving of notice or lapse of time, or both, would constitute a default of Seller under: (1) any Assumed Contract; or (2) any judgment, order, or injunction of any court, arbitrator, or governmental agency that would, in each case, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect upon the Facility or the Acquired Assets.

3.05 Absence of Certain Changes. Between execution of this Agreement and Closing Date there has not been an event or action reasonably expected to have a Material Adverse Effect consisting of:

(a) any change in the condition of the Acquired Assets excepting ordinary wear and tear, which adversely impacts the ability of the Acquired Assets to process municipal solid waste in a timely manner, and capacity to comply with the Fuel Supply Agreement;

(b) any sale or transfer by Seller of any material tangible or intangible asset of the Facility used directly at the Facility other than (i) in the ordinary course of business; or (ii) Excluded Assets;

(d) any lease of Acquired Assets;

(e) as disclosed to Purchaser on Schedule 3.05;

3 RWREB/RRT ASSET PURCHASE AGREEMENT

(f) the amendment or termination of any Assumed Contract or License, except in the ordinary course of business; or

(g) an agreement to do any of the foregoing.

3.06 Title and Related Matters. Except as set forth on Schedule 3.06, Seller owns and has good and valid title or a valid leasehold or licensed interest in all of the Acquired Assets, free and clear of all Liens other than Permitted Liens and Real Estate Permitted Exceptions.

3.07 Litigation. Except as set forth on Schedule 3.07, there are no actions, proceedings, investigations, or claims pending or, to the Knowledge of Seller, threatened against the Acquired Assets or the Facility, before or by any court, arbitration tribunal, governmental department, commission, board, agency, or instrumentality (“Legal Proceedings”).

3.08 Compliance with Laws. Except as set forth on Schedule 3.08, Seller, in the conduct of operating the Facility, is in material compliance with all federal, state, and local laws, statutes, ordinances, rules, regulations, orders, judgments, or decrees (“Laws”) applicable to it, including environmental compliance Laws and Laws relating to waste disposal, and the Rolling Stock (as defined below) is in material compliance with U.S. Department of Transportation Laws. Seller has not received any notice of any asserted present or past failure to comply with such Laws that has not been resolved.

3.09 Brokers or Finders. There are no claims for brokerage commissions, finders’ fees, or similar compensation in connection with the transactions contemplated by this Agreement based on any agreement made by or on behalf of Seller.

3.10 Assumed Contracts. Complete copies of all Assumed Contracts (including any and all amendments and other modifications without any redactions) have been delivered to Purchaser upon execution of this Agreement.

3.11 Condition of Equipment. Except as set forth in Schedule 3.11(a), to the Knowledge of Seller, all equipment included in the Acquired Assets is generally in good operating condition and repair (ordinary wear and tear excepted) and performing satisfactorily. The Major Equipment has been maintained in accordance with industry standards and is in good working condition except as provided in Schedule 3.11(b).

3.12 Real Property. Except as set forth in Schedule 3.12, Seller has good and marketable fee simple title in all the Real Property, free and clear of all Liens other than Permitted Liens and easements, rights of way, restrictions, and other matters of record (collectively, the “Real Estate Permitted Exceptions”). No assessment for public improvements has been made against the Real Property which remains unpaid after the date due, nor has Seller received notice of any proposed assessment for public improvement.

3.13 Rights to Real Property. Except as set forth on Schedule 3.13, and subject to the Real Estate Permitted Exceptions, Seller has acquired and holds valid and enforceable real property rights to access, use and operate the Facility, which are all of the real property and real property rights necessary for use and operation of the Facility, whether by lease, easement or otherwise, and those real property rights are assignable and transferable to Purchaser.

4 RWREB/RRT ASSET PURCHASE AGREEMENT

3.14 Environmental Matters.

(a) Except as set forth on Schedule 3.14(a), and except for any item disclosed on any Phase I or Phase II environmental assessment previously presented to, or conducted by, Purchaser with respect to the Facility, to the Knowledge of Seller, no conditions exist respecting the Real Property constituting a material violation by Seller of any environmental protection, antipollution, health, safety, nuisance, or related Laws (whether common law, statutory law, ordinance, order, decree, rule or regulation, including but not limited to the federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), Hazardous Materials Transportation Act, Resource Conservation and Recovery Act, Federal Water Pollution Control Act, Clean Air Act, Clean Water Act, Toxic Substance Control Act, or Safe Drinking Water Act, the amendments thereto, all similar state counterpart Laws, and all rules, and regulations promulgated pursuant thereto (“Environmental Laws”)).

(b) Seller has not received written notice of actual or threatened liability under CERCLA or any similar foreign, state or local Environmental Law from any governmental entity or any third party with respect to the Facility.

(d) Except as set forth on Schedule 3.14(d), to the Knowledge of Seller, (i) the environmental impairment insurance is in compliance with the Processing Agreement and (ii) there are no conditions that exist, or notices that have not been given which would invalidate or impair any environmental insurance held by Seller under the Processing Agreement.

3.15 Permits and Licenses. Except for intellectual property licenses listed on Schedule 3.16(a), and the environmental permits listed on Schedule 3.14(c), Schedule 3.15(a) lists all permits and licenses held by the Seller relating to the ownership and operation of the Facility and the Acquired Assets.

3.16 Intellectual Property. Seller holds valid and enforceable rights to use all intellectual property necessary or convenient for the use and operation of the Facility, by patent, license, trademark, assignment or otherwise, which intellectual property rights are listed on Schedule 3.16(a) and are fully assignable and transferable to Purchaser at Closing except as provided on Schedule 3.16(b).

3.17 Processing Agreement. Except as provided on Schedule 3.17, to Seller’s Knowledge, Seller is in compliance in all material respects with all the provisions of the Processing Agreement.

3.18 No Other Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III, THE ACQUIRED ASSETS ARE BEING DELIVERED ON AN “AS IS, WHERE IS” BASIS “WITH ALL FAULTS” AND SELLER SPECIFICALLY AND EXPRESSLY DISCLAIMS AND DOES NOT MAKE, AND PURCHASER DISCLAIMS ANY RELIANCE ON, ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE ACQUIRED ASSETS, OR OPERATIONS OR CONDITION OF THE BUSINESS OR THE ACQUIRED ASSETS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS, AND DISCLAIMS ANY LIABILITY AND RESPONSIBILITY FOR ANY STATEMENT OR INFORMATION THAT WAS MADE OR COMMUNICATED, BY OVERSIGHT OR OTHERWISE (ORALLY OR IN WRITING), TO PURCHASER (INCLUDING, WITHOUT 5 RWREB/RRT ASSET PURCHASE AGREEMENT

LIMITATION, ANY OPINION, INFORMATION, PROJECTION, STATEMENT, OR ADVICE PROVIDED BY ANY REPRESENTATIVE OF SELLER, OR ANY AFFILIATE THEREOF IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT OR ANY AGREEMENT).

ARTICLE IV PURCHASER’S REPRESENTATIONS AND WARRANTIES.

As a material inducement to Seller to enter into and perform its obligations under this Agreement, Purchaser represents and warrants to Seller as of the date of this Agreement and as of the Closing Date, as follows:

4.01 Organization. Purchaser is a joint powers entity of Ramsey County and Washington County duly organized and validly existing under the laws of the State of Minnesota.

4.02 Authorization. Purchaser has obtained the approval of the Ramsey County Board and the Washington County Board to execute and deliver this Agreement and all other agreements contemplated by this Agreement. Given such approval, Purchaser has full power, authority, and legal right to execute and deliver this Agreement and all other agreements contemplated by this Agreement. No other approvals or consents of any other persons, entities, or governmental authorities are necessary in connection with the execution, delivery, and performance of Purchaser’s obligations under this Agreement. This Agreement and all other agreements contemplated by this Agreement, when executed and delivered by Purchaser, will constitute the legal, valid, and binding obligation of Purchaser, enforceable against it in accordance with their terms.

4.03 No Conflict with Other Instruments or Agreements. The consummation by Purchaser of the transactions contemplated by this Agreement will not result in or constitute a default or an event that, with the giving of notice or lapse of time, or both, would constitute a default, breach, or violation of any lease, license, promissory note, mortgage, or other agreement or instrument to which Purchaser is a party or by which Purchaser or any of its property may be bound and which would be material to Purchaser’s performance of this Agreement.

4.04 Brokers or Finders. There are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any agreement made by or on behalf of Purchaser.

4.05 Litigation. Except as set forth on Schedule 4.05, there are no Legal Proceedings pending or threatened against Purchaser that would prevent the consummation of the transactions contemplated by this Agreement.

4.06 Disclaimers. Purchaser specifically acknowledges, agrees, and accepts the disclaimers in Section 3.18, and, other than the representations and warranties set forth in Article III and the Excluded Liabilities, is acquiring the Acquired Assets on an “as is, where is” basis, “with all faults,” as further limited by the specifically bargained-for limitations on remedies set forth in Article VI.

4.07 Financing. Purchaser has sufficient funds available to pay the Purchase Price at the Closing, without the need for bonding or other capital raising activities.

6 RWREB/RRT ASSET PURCHASE AGREEMENT

ARTICLE V CLOSING.

5.01 Time, Place and Manner of Closing. The closing of the transactions contemplated by this Agreement shall be consummated at a closing (the “Closing”) by the exchange of signatures by electronic transmission or, if the exchange is not practicable, held at the Stoel Rives LLP offices at 33 South Sixth Street, Suite 4200, Minneapolis, Minnesota, on the date as agreed to in writing by the Parties. The date and time that the Closing actually occurs is referred to as the “Closing Date” which is anticipated to be December 31, 2015. Notwithstanding the foregoing and regardless of the time on the Closing Date at which funds are actually transmitted, the Closing shall be deemed to have been consummated at 11:59 p.m. Central Time on the Closing Date. Purchaser shall have possession of the Facility from and after the Closing.

5.02 Purchaser Conditions Precedent to Closing.

(a) The following conditions must be completed to the reasonable satisfaction of Purchaser or waived by Purchaser in its sole discretion on or prior to December 4, 2015, and Seller agrees to reasonably cooperate with Purchaser to complete the conditions precedent (provided, however, that Seller shall have no liability for any failure of such closing conditions to be met nor shall Seller be obligated to make any payments to any third parties in order to satisfy such closing conditions):

(1) Verification of Processing Capacity. Purchaser shall retain consultants and engineers as it deems appropriate to assess and test the business software and Facility business functions compatibility with Purchaser’s hardware and business functions, and to confirm the processing capacity, processing capability, operational safety and limitations of the Facility. The consultants and engineers must confirm that the Facility can be safely operated to process municipal solid waste in quantities and capacities to adequately fulfill the Fuel Supply Agreement.

(2) Confirmation of Waste Delivery. Purchaser shall retain consultants and engineers to confirm the amount of waste delivery needed to operate the Facility in a manner that complies with the requirements of the Fuel Supply Agreement and the Purchaser must confirm that an adequate amount of waste will be available to the Facility at commercial rates.

(3) Fuel Supply Agreement. Purchaser shall obtain approval from Xcel Energy for the Fuel Supply Agreement to be assigned to Purchaser and a commitment from Xcel Energy to enter a new fuel supply agreement with Purchaser, or in the alternative, Purchaser and Xcel Energy shall enter a new fuel supply agreement.

(4) Third Party Transition Facility Operator. Purchaser shall contract with a suitable party to operate the Facility on a transitional basis at commercial rates for a period of two (2) years or more.

(5) Seller’s Union Contract. Seller and the International Brotherhood of Electrical Workers Local Union No. 23 (the “Union”) shall provide documentation amending or agreeing to amend the Labor Agreement to be in a form that can legally be assumed by Purchaser and is reasonably acceptable to Purchaser (or agreeing enter into a new agreement reasonably acceptable to Purchaser), and confirming that the Union will consent to assignment of the Labor Agreement, as amended, to Purchaser or Purchaser’s third party transition operator. Purchaser 7 RWREB/RRT ASSET PURCHASE AGREEMENT

shall have no obligation to assume any pre-Closing liability of Seller relating to the Labor Agreement or the amendment thereof.

(6) Transfer of Adequate Real Property Rights. Purchaser must confirm the Real Property, including easements and licenses are adequate to operate the Facility, including rights to a road access easement which will be held by a public entity.

(b) The following condition must be completed to the reasonable satisfaction of Purchaser or waived by Purchaser in its sole discretion on or prior to the Closing: Purchaser must be satisfied that the representations and warranties of Seller, including the related schedules, are true and correct in all material respects.

5.03 Seller Condition Precedent to Closing. The following condition must be completed to the reasonable satisfaction of Seller or waived by Seller in its sole discretion on or prior to the Closing: Seller must be satisfied that the representations and warranties of Purchaser, including the related schedules, are true and correct in all material respects.

5.04 Reasonable Access Prior to Closing. Prior to Closing, Seller will permit representatives of Purchaser to have access to the Facility in a manner reasonably necessary to make the determinations and assessments in Section 5.02(a), at reasonable times and upon prior notice, and in a manner so as not to interfere with the normal business operations of Seller, recognizing that Purchaser’s representatives may need to access the Facility after normal business operations to complete the assessments and determinations in Section 5.02.

5.05 Transfer of Solid Waste Permit. After the date of this Agreement and prior to Closing, Purchaser and Seller will reasonably cooperate to facilitate the transfer of Seller’s solid waste permit SW- 286 to Purchaser as of the Closing.

5.06 Closing Deliveries by Seller. At the Closing, Seller will deliver to Purchaser the following:

(a) the executed Bill of Sale substantially in the form attached hereto as Exhibit A (the “Bill of Sale”);

(b) the executed Assignment and Assumption of Contracts (as to all Assumed Contracts) substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption of Contracts”);

(c) the executed Assignment and Assumption of any Leases substantially in the form attached hereto as Exhibit C (the “Assignment and Assumption of Leases”);

(d) the executed Limited Warranty Deed(s) for the Real Property, subject to the Real Estate Permitted Exceptions, substantially in the form attached hereto as Exhibit D (the “Deed”);

(e) releases of mortgages, deeds of trust, UCC-1 financing statements, and other Liens and encumbrances on the Acquired Assets other than Permitted Liens and Real Estate Permitted Exceptions;

8 RWREB/RRT ASSET PURCHASE AGREEMENT

(f) the titles to all vehicles, tractors, loaders, trailers, and other Acquired Assets for which ownership is evidenced by a certificate of title complete with executed assignments for transfer to Purchaser;

(g) executed assignments of the Licenses that are legally assignable;

(h) a non-foreign affidavit, properly executed and in recordable form, containing such information as is required by IRC Section 1445(b)(2) and its regulations;

(i) a Well Disclosure Statement, properly executed and in recordable form, disclosing any wells existing on the Real Property or, if no wells, a statement to that effect on the Deed;

(j) a standard form owner’s affidavit as may be required by Purchaser’s title insurer to issue a title insurance policy;

(k) a closing statement;

(l) written approval of the transfer of Seller’s solid waste permit to Purchaser from the Minnesota Pollution Control Agency; and

(m) amendment Seller’s environmental impairment insurance policy to add Purchaser as an additional insured.

5.07 Closing Deliveries by Purchaser. At the Closing, Purchaser will deliver to the Seller the following:

(a) the Purchase Price, by wire transfer of immediately available funds;

(b) the executed Bill of Sale;

(d) the executed Assignment and Assumption of Leases;

(e) a closing statement;

(f) evidence of release of all guarantees, letters of credit, or other financial assurances given by Seller with respect to the Facility or any Assumed Contract, including the financial assurance Seller has in place relating to SW-286, and replacement of such financial assurance by Purchaser, if required; and

(g) the executed termination of the Processing Agreement from Ramsey County and Washington County, substantially in the form of Exhibit E, with a comprehensive general release of any claims relating to the Processing Agreement.

5.08 Proration of Revenue and Expenses. All income and operating expenses relating to the Facility, including utilities, will be prorated as of the Closing. Seller will be responsible for the expenses and entitled to the revenues accrued or applicable to the period prior to and including the Closing Date.

9 RWREB/RRT ASSET PURCHASE AGREEMENT

Purchaser will be responsible for the expenses and entitled to the revenues accrued or applicable to the period beginning the day after the Closing Date.

5.09 Certain Transaction Costs. At the Closing:

(a) Transfer Taxes. Purchaser shall pay all documentary stamp taxes or transfer taxes that become due through the execution, delivery and/or recordation of the deeds, vehicle titles, and other instruments of conveyance required to be executed or delivered by Seller under this Agreement.

(b) Proration of Taxes, Rents, and Charges. All real property taxes payable in 2015 shall be prorated as of the Closing Date. Settlement at Closing will be made on proration of estimates of the taxes and charges.

(c) Sales Taxes. Purchaser shall be responsible for, and shall pay, all sales taxes, if any, applicable to the sale of the Acquired Assets (including any sales or excise tax on vehicles) as provided for herein.

(d) Title Policies; Surveys. Purchaser shall pay the cost of the premium for the owners’ policies of title insurance and the survey on the Real Property.

(e) Other Closing Costs. Seller and Purchaser will each pay half of any reasonable and customary closing fee or charge imposed by the title insurer or its designated closing agent. All other closing costs not specifically addressed in this Agreement shall be allocated between Seller and Purchaser in the customary manner for closing commercial real estate transactions in the Minneapolis-St. Paul metropolitan area.

5.10 Post-Closing Operation of Vehicles. Seller shall cooperate with Purchaser to provide information required for Purchaser to complete all Minnesota vehicle title transfer and licensing registration forms before Closing for the trucks and vehicles (the “Rolling Stock”) purchased as part of the Acquired Assets. Seller shall file such registrations with the Minnesota Department of Public Safety on the Closing Date. To the extent that the Rolling Stock licensing and registration transfers are not effectuated by the registration submittals on the Closing Date, Purchaser may operate the Rolling Stock under Seller’s existing Minnesota title and licensing until the title transfer is effective, conditioned upon Purchaser obtaining insurance coverage for the Rolling Stock (including Seller as an additional insured) effective on the Closing Date, and providing a defense and indemnity to Seller for any Loss, damage or liability arising out of Purchaser’s operation of Rolling Stock under Seller’s existing title and licensing registrations.

5.11 Title Commitment. Purchaser shall obtain a title commitment for the owner’s policy of title insurance (“Title Commitment”) and a survey for the Real Property and provide a written copy of each to Seller not later than November 25, 2015.

5.12 Reasonable Access After Closing. After the Closing, Purchaser will permit representatives of Seller to have access to the books and records of the Facility to the extent reasonably necessary for Seller to complete its billing, collections, closing of its books, preparation of tax returns or other filings and all other normal accounting and tax functions relating to the period up to and including the Closing Date.

10 RWREB/RRT ASSET PURCHASE AGREEMENT

5.13 Employees.

(a) Effective on the Closing, Seller shall terminate employment of all employees whose place of work is at the Facility set forth on Schedule 5.13(a). Purchaser agrees that immediately following the Closing, Purchaser or its third party transition operator will make an offer to hire employees of Seller who are members of the Union in accordance with the terms of the Labor Agreement (as the same may be amended in satisfaction of Section 5.02(a)(5)). Subject to any contractual confidentiality provisions and applicable privacy Laws, prior to Closing, Seller will provide to Purchaser appropriate personnel records and other employment information and job descriptions with respect to Seller’s non-Union and Union employees whose place of work is at the Facility.

(b) No provision of this Agreement shall create any third-party beneficiary rights in any Person, including without limitation employees or former employees (including any beneficiary or dependent thereof) of Seller or any Affiliate of Seller, unions or other representatives of such employees or former employees, or trustees, administrators, participants, or beneficiaries of any employee benefit plan, and no provision of this Agreement shall create such third-party beneficiary rights in any such Person in respect of any benefits that may be provided, directly or indirectly, under any plan or arrangement.

(c) Seller covenants and agrees that for a period of six (6) months from the Closing Date, it will not hire any person who was employed by Seller at the Facility as of the Closing Date, without the prior consent of Purchaser; provided, however, that nothing contained in this paragraph shall be deemed to prohibit Seller or any of its Affiliates from retaining any employee of Seller whose place of work was not at the Facility or from hiring any employee who was terminated, or voluntarily resigned, and was not hired or retained to work for the Purchaser or at the Facility within three (3) months after the Closing.

ARTICLE VI INDEMNIFICATION OBLIGATIONS.

6.01 Indemnification by Purchaser. Purchaser hereby covenants and agrees to indemnify, defend, and hold Seller and its successors and assigns and all Affiliates, officers, directors, members, owners, employees, and agents (collectively, the “Seller Indemnified Parties”) at all times harmless from and against any claim, liability, loss, damage, cost, or expense (including, without limitation, attorneys’ fees) (a “Loss”) caused by, arising out of or in connection with, or resulting from (a) any misrepresentation, breach of any representation or warranty, or breach or nonfulfillment of any covenant or agreement on the part of Purchaser under this Agreement, or (b) the Assumed Liabilities.

6.02 Indemnification by Seller. Seller hereby covenants and agrees to indemnify, defend, and hold Purchaser and its successors and assigns and all Affiliates, officers, Board members, commissioners, employees, and agents (collectively, the “Purchaser Indemnified Parties”) at all times harmless from and against any Loss caused by Seller’s actual fraud or intentional gross negligence arising out of or in connection with, or resulting from (a) any misrepresentation, breach of any representation or warranty, or breach or nonfulfillment of any covenant or agreement on the part of Seller under this Agreement, or (b) the Excluded Liabilities.

6.03 Nature and Survival of Representations and Warranties and Covenants. The Parties, intending to contractually shorten the applicable statute of limitations, hereby agree that except as otherwise provided in this Agreement, the representations and warranties of the Parties contained in this 11 RWREB/RRT ASSET PURCHASE AGREEMENT

Agreement (other than Section 3.02 (Authorization), Section 3.06 (Title) and Section 4.02 (Authorization)), and the covenants and agreements contained in Article V (other than Sections 5.08, 5.10, 5.12 and 5.13) shall terminate at and not survive the Closing, absent a Party’s actual fraud or intentional gross negligence arising out of or in connection with, or resulting from any misrepresentation, breach of any representation or warranty, or breach or nonfulfillment of any covenant or agreement under this Agreement. The representations and warranties contained in Section 3.02 (Authorization), Section 3.06 (Title) and Section 4.02 (Authorization) and the covenants and agreements in Sections 5.08, 5.10, 5.12 and 5.13 shall survive the Closing until the expiration of the applicable statute of limitations.

6.04 Indemnification Qualifications and Limitations.

(a) Any claim for indemnification pursuant to this Article VI arising out of or resulting from breach of a representation or warranty or covenant must be made prior to the end of the survival period described in Section 6.03.

(b) Notwithstanding anything to the contrary contained in this Agreement:

(1) neither a Purchaser Indemnified Party nor a Seller Indemnified Party shall be entitled to indemnification pursuant to this Article VI for any Losses until the aggregate amount of all Losses incurred by the Purchaser Indemnified Parties or the Seller Indemnified Parties, as the case may be, exceeds $500,000, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as the case may be, shall be entitled to indemnification for the amount of Losses, subject to the other limitations set forth in this Agreement;

(2) except in respect of indemnifiable Losses arising out of or resulting from any actual fraud or breach of Section 3.06 relating to title to Real Property (in which cases the maximum amount of all indemnifiable Losses shall not exceed the Purchase Price), the maximum amount of all indemnifiable Losses arising out of or resulting from any claims that may be recovered from Purchaser or Seller pursuant to this Article VI shall not exceed $3,000,000 in aggregate; and

(3) notwithstanding anything to the contrary in this Agreement, “Losses” shall not include exemplary, incidental, speculative, consequential, and punitive damages incurred by an Indemnified Party.

(c) Notwithstanding anything contained in this Agreement to the contrary, Seller shall not have any liability for any breach of or inaccuracy in any representation or warranty made by Seller to the extent that Purchaser, any of its Affiliates or any of its or their respective officers, employees, counsel, consultants or other representatives (i) had knowledge at or before the Closing of the facts as a result of which such representation or warranty was breached or inaccurate, or (ii) was provided access to documents in the Electronic Data Room, at or before the Closing, which document disclosed such facts.

(d) Seller shall not be liable or responsible for any environmental event or condition with respect to the Real Property including any violation of Environmental Laws caused by action occurring after the Closing or by Purchaser or its representatives in the course of its inspection of the Real Property prior to the Closing Date, unless and except to the extent the event or condition arose from an act or condition in existence or occurring on or prior to the Closing Date.

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(e) Each Indemnified Party shall act in good faith and in a commercially reasonable manner to mitigate any Losses they may suffer.

6.05 Undisputed Claims. A Party (the “Indemnified Party”) may assert a claim (a “Claim”) that it is entitled to, or may become entitled to, indemnification under this Agreement by giving notice in writing of its Claim to the Party that is, or may become, required to indemnify the Indemnified Party (the “Indemnifying Party”), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party’s Loss in connection with the Claim, to the extent such Loss is then known to the Indemnified Party and, otherwise, an estimate of the amount of the Loss that it reasonably anticipates that it will incur or suffer. If the Indemnifying Party does not object to the Claim during the thirty (30) day period following the date of delivery of the Indemnified Party’s notice of its Claim (the “Objection Period”), the Claim shall be considered undisputed, and the Indemnified Party shall be entitled to recover the amount of its Loss. The fact that a Claim is not disputed by the Indemnifying Party shall not constitute an admission or create any inference that the asserted Claim is valid for any purpose other than the indemnity obligation of the Indemnifying Party as to such Claim pursuant to this Article VI.

6.06 Disputed Claims. If the Indemnifying Party gives notice to the Indemnified Party within the Objection Period that the Indemnifying Party objects to the Claim, then: (1) the Parties shall attempt in good faith to resolve their differences during the thirty (30) day period following the date of delivery of the Indemnifying Party’s notice of its objection (the “Resolution Period”); and (2) if the Parties fail to resolve their disagreement during the Resolution Period, either party may pursue its available remedies at law.

6.07 Third Party Suits. In the case of any suit or proceeding by a third party with respect to which a Claim is made (“Third Party Suit”), the Indemnifying Party shall have the option, in its sole discretion, to control the defense of the Third Party Suit, and in that case the Indemnified Party may, at its own expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnifying Party; provided, however that the Indemnifying Party may request that the Indemnified Party assume control of the defense of the Third Party Suit upon its commencement or at any time during the course of the suit (but the Indemnified Party shall have no obligation to do so). If the Indemnified Party assumes control of the defense of a Third Party Suit: (1) the Indemnified Party shall consult with the Indemnifying Party with respect to the Third Party Suit upon the Indemnifying Party’s reasonable request for consultation; and (2) the Indemnifying Party may, at its expense, participate in (but not control) the defense and employ counsel separate from the counsel employed by the Indemnified Party. Regardless of whether the Indemnified Party assumes the defense of the Third Party Suit, all Parties shall cooperate in its defense. The fact that an Indemnifying Party assumes control of the defense of a Third Party Suit shall not constitute an admission or create any inference that the Indemnifying Party has agreed that indemnification is owed to the Indemnified Party.

6.08 Settlement or Compromise. Any settlement or compromise of any Third Party Suit by the party conducting the defense of the Third Party Suit shall also be binding on the other party in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of the settlement or compromise. No settlement may result in liability to the Indemnified Party without its written consent.

6.09 Insured Claims; Tax Benefit. If an event occurs which would otherwise entitle either party to assert a Claim for indemnification under this Article VI, no Loss shall be deemed to have been sustained by the Indemnified Party to the extent of any proceeds actually received by the Indemnified Party from any insurance policies with respect thereto and to the extent of any proceeds actually received by the Indemnified Party pursuant to any other contract or agreement to which the Indemnified Party is a 13 RWREB/RRT ASSET PURCHASE AGREEMENT party; provided, however, that the Indemnifying Party shall not be liable for the settlement or compromise of any Third Party Suit unless it has given its prior written consent, the consent is not to be unreasonably withheld. Additionally, any Losses payable by an Indemnifying Party shall be net of any tax benefit actually recognized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses in or prior to the taxable year in which the Losses were recognized or in the two succeeding taxable years after the taxable year in which the Losses were recognized (net of costs and expenses).

6.10 Remedies. The indemnification provisions of this Article VI shall be the sole and exclusive remedies of Purchaser and Seller for any breach of the representations and warranties in this Agreement and for any failure by a party to perform and comply with any covenants and agreements in this Agreement, except that if the covenant set forth in Section 8.09 of this Agreement is not performed in accordance with its terms or is otherwise breached, the Parties shall also be entitled to seek specific performance of the terms thereof. To the maximum extent permitted by law, the Parties hereby release and waive all claims, rights and remedies other than the rights and remedies expressly provided under this Agreement with respect to any matter in any way relating to the Acquired Assets, this Agreement or arising in connection therewith, whether under any Laws (including without limitation any right or remedy arising under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other Environmental Law), at common law or otherwise. No Indemnified Party shall be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that any Indemnified Party had already recovered Losses with respect to such matter pursuant to other provisions of this Agreement.

ARTICLE VII TERMINATION.

7.01 Termination of Agreement. The Parties may terminate this Agreement as provided below:

(a) Purchaser and Seller may terminate this Agreement by mutual written consent at any time prior to the Closing;

(b) Purchaser may terminate this Agreement by giving written notice to Seller at any time prior to December 4, 2015 by reason of the failure of any condition precedent under Section 5.02(a) to be satisfied or waived by Purchaser;

(c) Purchaser may terminate this Agreement by giving written notice to Seller at any time prior to the Closing (i) in the event Seller has breached any representation, warranty or covenant contained in this Agreement in any respect that has a Material Adverse Effect on the operation of the Facility or the Acquired Assets, Purchaser has notified Seller of the breach and the breach has continued without cure or written waiver of the breach by Purchaser for a period of 30 days after the notice of such breach, (ii) by reason of the failure of any condition precedent under Section 5.02(b) to be satisfied or waived by Purchaser, (iii) if a Material Adverse Effect occurs with respect to the Acquired Assets including the Facility; or (iv) if the Closing will not have occurred on or before December 31, 2015; and

(d) Seller may terminate this Agreement by giving written notice to Purchaser at any time prior to the Closing (i) in the event Purchaser has breached any representation, warranty or covenant contained in this Agreement in any material respect, Seller has notified 14 RWREB/RRT ASSET PURCHASE AGREEMENT

Purchaser of the breach and the breach has continued without cure or written waiver of the breach by Seller for a period of 30 days after the notice of such breach, (ii) by reason of the failure of any condition precedent under Section 5.03 to be satisfied or waived by Seller, or (iii) if the Closing will not have occurred on or before December 31, 2015.

7.02 Effect of Termination. If any Party terminates this Agreement pursuant to Section 7.01, all rights and obligations of the Parties under this Agreement will terminate without any liability of any Party to any other Party (except for any liability of any Party then in breach, subject to the limitations set forth in Article VI), except for any rights and obligations under Section 8.09, which will survive any such termination indefinitely.

ARTICLE VIII MISCELLANEOUS PROVISIONS.

8.01 Cooperation of the Parties After Closing. Upon the reasonable request of either Party after the Closing, the other Party will take all action and will execute all documents and instruments and provide any supplemental information and further assurances necessary or desirable to consummate and give effect to the transactions contemplated by this Agreement.

8.02 Definitions. The following words shall have the meaning given them in this Section 8.02 for all purposes of this Agreement:

(a) “Affiliate” means, as applied to any Person, any Person controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or by contract or otherwise. With respect to an individual, Affiliate also means that individual’s spouse, former spouse, siblings, spouse’s and former spouse’s siblings, ascendants and descendants.

(b) “Fuel Supply Agreement” means the Refuse Derived Fuel Supply Agreement dated November 3, 2006 (as amended on July 15, 2010) between Xcel Energy (as successor of Northern States Power Company) and Seller (as assignee of NRG Energy, Inc.).

(c) “Knowledge of Seller” means the actual awareness of a particular fact, with reasonable inquiry or investigation of persons in charge of a particular area or fact consisting of the following persons or positions of the chief operations officer, Chris Gondeck; the information technology director, Ryan Howell; and the transportation director and environmental compliance coordinator, Ryan Tritz.

(d) “Labor Agreement” means the Labor Agreement dated January 1, 2013 between the Union and Seller.

(e) “Material” means having an economic effect or impact of $100,000 or more in a single act, event, item or episode, or the multiple acts, events, items or episodes of the same type or nature that in the aggregate have an economic effect or impact of $250,000 or more.

(f) “Material Adverse Effect” means any change, event, effect or occurrence that, when taken alone or together with all other changes, events, effects or occurrences would 15 RWREB/RRT ASSET PURCHASE AGREEMENT

reasonably be expected to create a Loss with respect to the Acquired Assets in excess of $1,000,000.

(g) “Permitted Liens” means (i) Liens for taxes, assessments and other governmental charges which are not due and payable, (ii) mechanics’, carriers’, workmen’s, repairmen’s, and other similar Liens arising or incurred in the ordinary course of business, or (iii) those Liens that may be imposed by the actions of Purchaser.

(h) “Person” means a corporation, an association, a partnership, a limited liability company, an organization or any other entity, a business, an individual, a government or political subdivision thereof or a governmental agency or authority.

(i) “Processing Agreement” means the Solid Waste Processing Agreement between Ramsey and Washington Counties and Seller dated January 1, 2013.

8.03 Assignment. Neither Party may assign its rights under this Agreement without the prior written consent of the other Party.

8.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and their respective heirs, successors, and permitted assignees.

8.05 Governing Law; Venue. The construction, interpretation and enforcement of this Agreement will be governed by the laws of the State of Minnesota without regard to any conflicts of laws principles thereof. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in the courts located in the State of Minnesota. Consistent with the preceding sentence, the Parties hereby (a) submit to the exclusive jurisdiction of any court in the State of Minnesota, County of Hennepin for the purpose of any action arising out of or relating to this Agreement brought by any party and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

8.06 Waiver of Jury Trial. Each of the Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

8.07 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

8.08 Notices. All notices, requests, demands and other communications under this Agreement shall be made in writing and will be deemed to have been duly given (i) when hand delivered (with written confirmation of receipt); (ii) when sent by electronic mail, or (iii) when received by the addressee, if sent by United States Certified Mail, Return Receipt Requested, postage prepaid, or by nationally recognized express delivery service guaranteeing next business day delivery, in each case to the appropriate address(es), or electronic mail addresses set forth below (or to such other address, electronic mail address as a party may designate by notice to the other Parties):

16 RWREB/RRT ASSET PURCHASE AGREEMENT

To the Seller: Chris Gondeck Resource Recovery Technologies, LLC 6321 Bury Drive, Suite 14 Eden Prairie, MN 55346 Phone: (952) 826-3329 Email: [email protected]

and

Tom Rock Merced Capital, L.P. 601 Carlson Parkway, Suite 200 Minnetonka, MN 55305 Phone: (952) 475-7324 Email: [email protected]

With a copy to: Mark Williamson Gray Plant Mooty 80 South Eighth Street 500 IDS Center Minneapolis, MN 55402 Phone: (612) 632-3379 Email: [email protected]

To the Purchaser: Ramsey/Washington Recycling and Energy Board c/o Zachary J. Hansen Environmental Health Services 2785 White Bear Avenue, Suite 350 Maplewood, MN 55109 Phone: (651) 266-1160 Email: [email protected]

and

c/o Judy Hunter Washington County Service Program Manager 14949 62nd Street North Stillwater, MN 55082 Phone: (651) 430-4031 Email: [email protected]

17 RWREB/RRT ASSET PURCHASE AGREEMENT

Harry D. McPeak Ramsey County 121 Seventh Place East, Suite 4500 St. Paul, MN 55101-5001 Phone: (651) 266-3646 Email: [email protected]

George Kuprian Washington County Attorney’s Office 14949 62nd Street North PO Box 6 Stillwater, MN 55082 Phone: (651) 630-6131 Email: [email protected]

With a copy to: Kevin D. Johnson Mark J. Hanson Stoel Rives LLP 33 South Sixth Street, Suite 4200 Minneapolis, MN 55402-3722 Phone: (612) 373-8803 (Kevin Johnson) Phone: (612) 373-8823 (Mark Hanson) Email: [email protected] [email protected]

8.09 Confidentiality; Public Announcements. Seller and Purchaser each agrees that it will not, and will not permit any Affiliate, employee or agent, at any time hereafter, to make use of or disclose any confidential or proprietary information (except that which is in the public domain) relating to the specific provisions of this Agreement, except as otherwise required by law, including specifically the Government Data Practices Act, Minnesota Statutes, Chapter 13, (the “Data Practices Act”) without consent of the other Party, provided however, Purchaser must disclose this Agreement for approval to the Ramsey County Board of Commissioners and the Washington County Board of Commissioners. Seller and Purchaser agree that Seller may identify information in or under this Agreement that is Private Data on Individuals, Non-Public Data, or otherwise protected data or information under the Data Practices Act, and that protected data will not be disclosed to the public. Further, any public announcement, including any press release, communication (other than as provided in this Agreement, and in particular, related to completing the conditions precedent in Section 5.02(a)) to employees, customers, suppliers, or others having dealings with Seller or Purchaser, or similar publicity with respect to this Agreement or any of the transactions contemplated hereby, will be issued at such time, in such manner, and containing such content only as Seller and Purchaser mutually determine or as otherwise required by law, including specifically the Data Practices Act.

8.10 Construction. The headings used in this Agreement are for convenience of reference only and are not a part of this Agreement and do not in any way define, limit, or add to the terms and conditions hereof. In the construction of this Agreement, the singular shall include the plural and the plural, the singular, unless the context otherwise requires. Further, the use of the masculine, feminine and/or neuter gender shall include each other gender where applicable.

8.11 Counterparts; Electronic Signatures; Effectiveness of this Agreement. This Agreement and the other documents to be executed in connection herewith may be executed in one or 18 RWREB/RRT ASSET PURCHASE AGREEMENT more counterparts, each of which shall be deemed to be an original of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. A manual signature on this Agreement or other documents to be delivered pursuant to this Agreement, an image of which shall have been transmitted electronically, will constitute an original signature for all purposes. The delivery of copies of this Agreement or other documents to be delivered pursuant to this Agreement, including executed signature pages where required, by electronic transmission will constitute effective delivery of this Agreement or such other document for all purposes.

8.12 Real Property Disclosures.

(a) For purposes of satisfying the requirements of Minn. Stat. § 115.55, Seller represents that there is no “individual sewage treatment system” (within the meaning of such statute) located on or serving the Real Property, and sewage goes to a facility permitted by the Minnesota Pollution Control Agency.

(b) Seller knows of no wells on the Real Property and hereby makes the disclosure pursuant to Minn. Stat. § 103I.235, Subd. 1. At the time of Closing, Seller will deliver any required well certificate pursuant to Minn. Stat. § 103I.235, Subd. 1, and if no such well certificate is required, Seller shall include on the Deed the statement “the Seller certifies that the Seller does not know of any wells on the described real property.”

(c) For purposes of satisfying the requirements of Minn. Stat. § 152.0275, to Seller’s knowledge, methamphetamine production has not occurred on the Real Property.

8.13 Expenses. Each of Purchaser and Seller shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby and related due diligence review.

8.14 Entire Agreement; Amendment; Waiver. This Agreement, together with the exhibits and schedules thereto, constitute the entire agreement between the Parties pertaining to the subject matter contained in it and supersede all prior and contemporaneous agreements, representations, and understandings of the Parties, whether written or oral. No modification or amendment of this Agreement shall be binding unless executed in writing by both Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

[Signature Page to Follow]

19 RWREB/RRT ASSET PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement, as of the day and year first above written.

RESOURCE RECOVERY TECHNOLOGIES, LLC

By:

Name:0LFKDHO06XOOLYDQ

Title:$XWKRUL]HG6LJQDWRU\

RAMSEY/WASHINGTON RECYCLING AND ENERGY BOARD

By:

Name:

Title:

Signature Page to Asset Purchase Agreement

79222676.10 0039401-00010 EXHIBIT A

BILL OF SALE

This Bill of Sale (this “Bill of Sale”) is made effective as of December 31, 2015 by Resource Recovery Technologies, LLC, a Delaware limited liability company (“Seller”), to Ramsey/Washington Recycling and Energy Board, a joint powers entity of Ramsey County and Washington County established under Minnesota state law (“Purchaser”), pursuant to that certain Asset Purchase Agreement dated ______, 2015, between Purchaser and Seller (the “Purchase Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

1. Assets Transferred. In consideration of the Purchase Price and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby sells, transfers, conveys, assigns and delivers unto Purchaser, its successors and assigns, all of the Acquired Assets described in Section 1.01 of the Purchase Agreement.

2. Purchase Agreement. This Bill of Sale is executed and delivered pursuant to, and is subject to the terms of, the Purchase Agreement, and nothing contained herein is intended to alter, modify, expand or diminish the terms set forth in the Purchase Agreement.

3. Further Assurances. Seller agrees to execute such further instruments as are necessary, desirable or convenient in Purchaser’s reasonable opinion to establish or vest Purchaser’s ownership in full of the Acquired Assets.

4. Governing Law. This Bill of Sale shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota without regard to principles of conflicts of law.

5. Binding Effect. This Bill of Sale shall be binding upon, and shall inure to the benefit of Purchaser and Seller, and their respective heirs, successors and assigns.

[REMAINDER OF THIS PAGE IS BLANK. SIGNATURE PAGE FOLLOWS.] IN WITNESS WHEREOF, Seller has executed this Bill of Sale effective as of the date hereof.

SELLER:

RESOURCE RECOVERY TECHNOLOGIES, LLC

By: Its:

GP:4109666 v1 EXHIBIT B

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made effective as of December 31, 2015 by and between Ramsey/Washington Recycling and Energy Board, a joint powers entity of Ramsey County and Washington County established under Minnesota state law (“Buyer”), and Resource Recovery Technologies, LLC, a Delaware limited liability company (“Seller”), pursuant to that certain Asset Purchase Agreement, dated ______, 2015, by and between Buyer and Seller (the “Purchase Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

In consideration of mutual promises contained herein and in satisfaction of their respective obligations under the Purchase Agreement, the parties hereto hereby agree as follows:

1. Assignment and Assumption. Pursuant to and in accordance with the terms of the Purchase Agreement, Seller hereby sells, transfers, conveys, assigns and delivers unto Buyer, its successors and assigns, all of Seller’s right, title and interest in and to the Assumed Contracts and the Assumed Liabilities. Buyer hereby accepts such assignment and hereby assumes, and agrees to timely pay, perform, discharge and be responsible for, the Assumed Liabilities.

2. Purchase Agreement. This Agreement is executed and delivered pursuant to, and is subject to the terms of, the Purchase Agreement, and nothing contained herein is intended to alter, modify, expand or diminish the terms set forth in the Purchase Agreement.

3. Further Assurances. Each of Buyer and Seller agrees to execute such further instruments as are necessary, desirable or convenient in the other party’s reasonable opinion to obtain the full benefit of this Agreement.

4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota without regard to principles of conflicts of law.

5. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of Seller and Buyer, and their respective successors and assigns.

6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same agreement.

[REMAINDER OF THIS PAGE BLANK. SIGNATURE PAGE FOLLOWS.] IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement effective as of the date hereof.

BUYER:

RAMSEY/WASHINGTON RECYCLING AND ENERGY BOARD

Name: Title:

SELLER:

RESOURCE RECOVERY TECHNOLOGIES, LLC

Name: Title:

[Signature Page for Assignment and Assumption Agreement]

GP:2305707 v5 EXHIBIT C

ASSIGNMENT AND ASSUMPTION AGREEMENT

In consideration of mutual promises contained herein and in satisfaction of their respective obligations under the Purchase Agreement, the parties hereto hereby agree as follows:

1. Assignment and Assumption. Pursuant to and in accordance with the terms of the Purchase Agreement, Seller hereby sells, transfers, conveys, assigns and delivers unto Buyer, its successors and assigns, all of Seller’s right, title and interest in and to the Leases. Buyer hereby accepts such assignment and hereby assumes, and agrees to timely pay, perform, discharge and be responsible for, the Leases.

4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota without regard to principles of conflicts of law.

5. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of Seller and Buyer, and their respective successors and assigns.

6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same agreement.

[REMAINDER OF THIS PAGE BLANK. SIGNATURE PAGE FOLLOWS.] IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement effective as of the date hereof.

BUYER:

RAMSEY/WASHINGTON RECYCLING AND ENERGY BOARD

Name: Title:

SELLER:

RESOURCE RECOVERY TECHNOLOGIES, LLC

Name: Title:

[Signature Page for Assignment and Assumption Agreement]

GP:2305707 v5 EXHIBIT D

LIMITED WARRANTY DEED

eCRV number: ______

DEED TAX DUE: $______

Date: ______, 2015

FOR VALUABLE CONSIDERATION, Resource Recovery Technologies, LLC, a Delaware limited liability company, Grantor, hereby conveys and quitclaims to Ramsey/Washington Recycling and Energy Board, a joint powers board of Ramsey County and Washington County established under Minnesota state law, Grantee, real property in Washington County, Minnesota, described in Exhibit A attached hereto.

This Limited Warranty Deed conveys after-acquired title. Grantor warrants that Grantor has not done or suffered anything to encumber the real property, EXCEPT: See attached Exhibit B.

Check box if applicable: The Seller certifies that the seller does not know of any wells on the described real property. A well disclosure certificate accompanies this document or has been electronically filed (if electronically filed, insert WDC number ______). I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. RESOURCE RECOVERY TECHNOLOGIES, LLC

By: Name: Title:

STATE OF MINNESOTA ) ) ss. COUNTY OF ______)

This instrument was acknowledged before me on ______, 2015, by ______, the ______of Resource Recovery Technologies, LLC, a Delaware limited liability company, on behalf of the limited liability company.

Notary Public

Check here if part or all of the land is Registered (Torrens)

Tax Statements for the real property described in this instrument should be sent to: THIS INSTRUMENT DRAFTED BY:

Gray, Plant, Mooty, Mooty & Bennett, P.A. 500 IDS Center 80 South Eighth Street Minneapolis, MN 55402 (CLS) EXHIBIT A

Legal Description

Parcel 1:

All that part of Government Lot 2, Section 26, Township 28 North, Range 22 West, lying South of a line parallel to and 820.9 feet North of the South Line of said Lot 2,

AND

All that part of Government Lot 3, Section 26, Township 28 North, Range 22 West, lying northerly of Interstate Highway 494.

Parcel 2: Pedestrian and vehicular access easement pursuant to that certain Access Easement Agreement dated November 8, 2006, between Northern States Power Company, a Minnesota corporation d/b/a Xcel Energy, as grantor, and NRG Energy, Inc., a Delaware corporation, as grantee, and filed November 17, 2006, as Document No. 1172498. EXHIBIT B

Permitted Exceptions

1. Real estate taxes and assessments payable in the year 2015 and thereafter.

2. Flowage easement in favor of the United States of America as evidenced of record by Final Decree as to Washington County Lands filed November 10, 1936, as Document No. 1751.

3. Overhang Easement in favor of Northern States Power Company dated January 28, 1955, filed April 12, 1955, as Document No. 7526.

4. Rights of the State of Minnesota as shown on Minnesota Department of Transportation Right of Way Plat No. 82-102, filed May 23, 2002, as Document No. 1112581.

5. Rights of the State of Minnesota as shown on Minnesota Department of Transportation Right of Way Plat No. 82-105, filed September 28, 2004, as Document No. 1150083.

6. Rights of the State of Minnesota as evidenced by Partial Final Certificate, dated August 29, 2005, and filed August 30, 2005 as Document No. 1160054.

7. Terms and conditions of Access and Parking Easement Agreement dated November 8, 2006, between Northern States Power Company, a Minnesota corporation d/b/a Xcel Energy, as grantor, and NRG Energy, Inc., a Delaware corporation, as grantee, and filed November 17, 2006, as Document No. 1172498.

8. [TO BE UPDATED BASED ON ANY ITEMS SHOWN IN A CURRENT SURVEY OF THE PROPERTY].

9. Mechanics’, carriers’, workmen’s, repairmen’s, and other similar liens, charges, or encumbrances arising or incurred in the ordinary course of business.

10. [TO BE UPDATED BASED ON ANY ITEMS SHOWN IN A CURRENT TITLE INSURANCE COMMITMENT]

GP:4112857 v1 EXHIBIT E

TERMINATION AGREEMENT AND RELEASE

This Termination Agreement and Release (this “Agreement”) between Ramsey County and Washington County (each, a “County” and collectively, the “Counties”), each a political subdivision of the State of Minnesota, and Resource Recovery Technologies, LLC (“RRT”), takes effect on December 31, 2015 (the “Effective Date”).

RECITALS

A. The Counties and RRT are parties to that certain Solid Waste Processing Agreement (2013 – 2015), dated effective as of January 1, 2013 (the “Processing Agreement”) concerning, among other things, RRT’s operation of the Ramsey/Washington County Resource Recovery Facility, located at 2901 Maxwell Avenue, Newport, Minnesota (the “Facility”).

B. RRT and the Ramsey/Washington Recycling and Energy Board, a joint powers entity of the Counties established under Minnesota state law, have entered into that certain Asset Purchase Agreement dated as of September 22, 2015 (the “Asset Purchase Agreement”), pursuant to which the Counties will acquire the Facility and certain other assets of RRT, effective as of the Effective Date.

C. It is a condition to the closing of the transactions contemplated by the Asset Purchase Agreement that the Counties and RRT enter into this Agreement to terminate the Processing Agreement and to release RRT from all obligations and liabilities thereunder.

AGREEMENT

In consideration of the promises expressed herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Termination of the Processing Agreement. As of the Effective Date, RRT and the Counties hereby acknowledge and agree that the Processing Agreement is terminated in its entirely, and that all of the rights, obligations, and liabilities of RRT and each of the Counties under the Processing Agreement are of no further force or effect, notwithstanding any provisions of the Processing Agreement to the contrary (including Section 11.05 thereof).

2. Release. As of the Effective Date:

2.1 Each of the Counties, on behalf of itself and its related or affiliated entities and bodies, including the Ramsey/Washington County Resource Recovery Project and the Ramsey/Washington Recycling and Energy Board, and their respective successors, assigns, affiliates, officers, board members, commissioners, employees, agents and representatives, hereby unconditionally and irrevocably releases and forever discharges, with prejudice, RRT and its related or affiliated companies, including Merced Capital, and all of their respective present and former officers, directors, members, shareholders, owners, employees, agents, representatives, attorneys, affiliates, predecessors, successors, assigns, heirs and personal representatives from all claims, debts, covenants, liabilities, suits, judgments, damages, actions and causes of action of any kind and nature whatsoever, whether fixed or contingent, known or unknown, direct or indirect, liquidated or unliquidated, that either of the Counties or any person claiming through or under either of the Counties ever had, has, or ever may have or claim to have arising out of or relating to the Processing Agreement and the transactions contemplated thereby.

2.2 Each of the Counties acknowledges that it is familiar with the facts and assumptions giving rise to this Agreement, but agrees that this Agreement shall remain fully effective and binding as to the Counties even if the facts or assumptions turn out to be different from what it now believes them to be.

3. Representations and Warranties. Each of RRT and the Counties hereby represents and warrants to the other that no consents, approvals, authorizations or orders of any party that have not already been obtained are required to be obtained for the valid execution, delivery, and performance by such party of this Agreement and the transactions contemplated hereby. Each of RRT and the Counties hereby further represents and warrants that it has not assigned, pledged, encumbered or otherwise transferred, or purported to assign or otherwise transfer to any party that is not a party to this Agreement, directly or indirectly, voluntarily, involuntary or by operation of law, (a) the Processing Agreement or any rights, liabilities, or claims arising thereunder or relating thereto, (b) any rights, claims or causes of action that it may have against any other party with respect to the Processing Agreement, or (c) any obligations being released by this Agreement.

4. Indemnification. Each of the parties hereto shall indemnify and hold the other parties harmless from and against any claims, demands, damages, losses, obligations, costs, expenses, actions, causes of action and other liabilities (including without limitation legal and accounting fees and costs) of any nature suffered or incurred by the other parties as a result of any breach of such party’s representations and warranties in this Agreement or any breach or violation by such party of any provision of this Agreement.

5. Costs and Fees. Each party shall pay its own costs and attorneys’ fees in connection with the preparation and execution of this Agreement.

6. Non-Exclusivity of Remedies; Attorneys’ Fees. All rights and remedies of the parties under this Agreement shall be cumulative and none shall exclude any other right or remedy allowed at law or in equity. Nothing herein shall bar a party’s right to obtain injunctive relief against threatened conduct that will cause a loss or damage, including obtaining restraining orders and preliminary injunctions. The nonprevailing party or

2 parties shall pay the attorneys’ fees and costs of the prevailing party in any proceeding to enforce the terms and conditions of this Agreement.

7. Further Assurances. The parties agree to cooperate promptly and fully in providing and/or executing such additional documents and taking such other actions as may later be determined to be reasonably necessary to effectuate the provisions and the intent of this Agreement.

8. Review and Construction of Agreement. The parties acknowledge that they have read and understood this Agreement and further acknowledge that they have freely and knowingly entered this Agreement after consulting with counsel of their choice. The parties further agree that this Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against any of the parties hereto.

9. Miscellaneous. This Agreement shall be governed by the laws of the State of Minnesota without regard to its conflict of law provisions. This Agreement constitutes the entire agreement of the parties relative to this subject and may not be waived, altered or rescinded in whole or in part, except by an express writing of the parties. The provisions of this Agreement are severable and the invalidity or unenforceability of any of them will not affect the remainder of this Agreement. This Agreement may be signed in separate counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement shall be binding upon and inure to the benefit of the respective heirs, administrators, representative, executors, successors and assigns of the parties to this Agreement.

[REMAINDER OF PAGE BLANK. SIGNATURE PAGE FOLLOWS.]

3 [Signature Page to Termination Agreement and Release]

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

Ramsey County Washington County

By: By: Its: Its:

APPROVED AS TO FORM APPROVED AS TO FORM Ramsey County Washington County

By: By: Its: Its:

Resource Recovery Technologies, LLC

By: Its:

GP:3252410 v1 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING Schedules to Asset Purchase Agreement

Schedule 1.01(a)

Real Property

Parcel 1:

All that part of Government Lot 2, Section 26, Township 28 North, Range 22 West, lying South of a line parallel to and 820.9 feet North of the South Line of said Lot 2,

AND

All that part of Government Lot 3, Section 26, Township 28 North, Range 22 West, lying northerly of Interstate Highway 494.

Parcel 2:

Pedestrian and vehicular access easement pursuant to that certain Access Easement Agreement dated November 8, 2006, between Northern States Power Company, a Minnesota corporation d/b/a Xcel Energy, as grantor, and NRG Energy, Inc., a Delaware corporation, as grantee, and filed November 17, 2006, as Document No. 1172498.

All fixtures attached and improvements located thereon.

Schedule 1.01(a)

79916558.2 0039401-00010 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING

Schedule 1.01(b)(i)

Assets

Please see Attachment to Schedule 1.01(b)(i) – Asset List.

Schedule 1.01(b)(i)

79916558.2 0039401-00010 No. Major Equipment Receiving Building 1) Built-Rite M# 2100 grapple cranes with continious rotation booms, hydraulic power packs, joy stick controls, chair with controls, elevated control housing, M# 2100, 2004

2) Built-Rite M# 2100 grapple cranes with continious rotation booms, hydraulic power packs, joy stick controls, chair with controls, elevated control housing, M# 2100, 2011

3) Reinforced concrete conveyor pits for live floor metal pan and metal tray cleated conveyors, 1987

Process Plant 1) Group of trough roller belt conveyors, head and tail pulleys, belt take-ups, motors, and drives, NEMA C, installed, cs/o 2 - Belt conveyor, 6' wide, 150' long, (C-1A and B) 2 - Belt conveyors, 6' wide, 52' long, (C-2A and B) 2 - Belt conveyor, 6' wide, 51' long, (C-3A and B) 2 - Belt conveyor, 5' wide, 46' long, (C-4A and B) 2 - Belt conveyor, 5' wide, 115' long, (C-5A and B) 2 - Belt conveyor, 6' wide, 107' long, (C-6A and B) 2 - Belt conveyor, 3' wide, 23' long, (C-7A and B) 2 - Belt conveyor, 3' wide, 23' long, (C-8A and B) 2 - Belt conveyor, 3' wide, 105' long, (C-9A and B) 1 - Belt conveyor, 3' wide, 80' long, (C-10 A) 1 - Belt conveyor, 3' wide, 66' long, (C-10 B) 1 - Belt conveyor, 3' wide, 67' long, (C-11) 1 - Belt conveyor, 3' wide, 68' long, (C-12) 1 - Belt conveyor, 6' wide, 80' long, (C-29) 2 - Belt conveyor, 3' wide, 18' long, (C-31 A and B) 2 - Belt conveyor, 3' wide, 25' long, (C-32 A and B) 1 - Belt conveyor, 66" wide, 35' long, (magnetic separator)

2) Solid waste shredders (former Jeffreys M# 873), 1990, including shredders, re-engineered vent stacks, new rotors, feed chutes, gates, liners, knives, 1200 hp. motors with drives, 50 tph re-engineered hydraulic pin puller, Twin Cities Blower fans with motors, new HD steel enclosure, new lubrication system for shredder bearings

Page 1 of 24 No. Major Equipment Process Plant 3) Dings two stage solid waste magnetic belt separators

4) Dings ferrous clean-up magnetic separator

5) Bulky waste shear hydraulic shredder with twin rotors, 200 hp. motor, 40 tph, built by RRT in 1998

6) Group of 2 HD reinforced concrete bunkers around shredders, reinforced concrete mattress pad under bunkers, 1988, and concrete block outer wall around bunkers

7) Williams M# 580 crusher hammerill, 800 hp. motors and drives, S# 18250 and 18252

Page 2 of 24 No. Process Plant 1) Jeffreys Rader primary disc screeners (sort by size), new hydraulics in 2012, M# RDS-60, 22 rows of discs

2) Rader air classifiers,18,500 cfm with New York fan blower, Size 30, 60 hp motors

3) Bulk Handling Co. secondary disc screeners, M# 6013, Job # 1568-10 and 1568-12

4) Steinert #60 non-ferrous separators, M# NES-150-220E-5005-5, S# 722611 and S# 722612, 2000, self cleaning belts, rectifiers, tanks, new magnetic pole drum system, 3)frequency controllers, drive motor magnetic system, and clutch all added in 2013

5) S & T Manufacturing stationary compactors, M# T-220, 10' stroke, 3,000 psi, 30 hp. motors with hydraulic power packs, 8' chamber

6) Lancy International M# 800.25 4"oil/water separator

7) Kleissler dust control system, 77,500 cfm's, 5 bag houses/line, two cylone dust collections bins, two Chicago blowers with 300 hp. motors, 1987

8) Atlas Copco M# GA-45 rotary air compressors, 60 hp. with air dryers

9) Ohio Baler Co. Maxpak hydraulic baler, new in 2012

10) Group of Allen Bradley motor control centers in electrical room consisting of MCC with 7 amp to 600 amp and 9 - MCC with 7 amp to 600 amp breakers and Size 1-6 motor starters, 1987 1 - Horizontal 5KV switchgear for fused disconnects and large starters, 1987 1 - Double end load center with two - 2000 KVA transformers, breakers, and MCC's 1 - Rtesmall Power 7,000 KVA transformer, S# 866009995 1 - Pennsylvania Transformer, 7,500 KVA, Type OA, S# 20549-1 1987, main transformer

11) Sullair Diesel Air Compressor - 185FQCA184 1998

Page 3 of 24 No. Maintenance, Electrical, and Plant Equipment Electrical Room 1) Ridgid 535 pipe threader/cutter on rolling stand with dies, pipe vise with stand

1) Clausing drill prress, M# 1771 with machine vise

1) Greenlee 7506 HD slug splitter and hydraulic knockout punch set with MS 767 hydraulic pump

1) Genie Personnel lift with cage, M# PLC-250, cap. 250 lbs, 38' lift

1) Kohler Fast Response generator, M# 60, V8 gas engine, M# 60R7272, S# 193192

1) Group of tools boxes, electric hand held test instruments, cordless and corded electric tools, tool boxes, ladders, wire carts, Miller welder

Maintenance Shop 1) Shop crane - 5 ton

3) Hydraulic floor jacks - 2 @2.5 ton, 1 @ 10 ton

1) Four barrel oil dispensing system with valves and rack, seven pneumatic barrel pumps, hosing

2) Flammable liquids two door 45 gal. storage cabinets

1) Miller Deltaweld 450 welder, S# 902578, two wire feeders, cart

1) Zep large size parts washer

2) Acetylene cutting torches with tank carts, gauges, hoses, etc.

2) Knaack jobber boxes

1) Leblond engine lathe, 24" x 72"

1) OTC 100 ton H-frame shop press

1) Dake 2.5 ton arbor press

Page 4 of 24 No. Maintenance, Electrical, and Plant Equipment Maintenance Shop 2) Rock Engineering full suspension 8 drawer parts cabinets

2) HD steel welding tables, 4' x 8' and 4' square

1) Wilton combination belt/disc sander, 6"/12"

1) Comet 3 hp. vertical milling machine with 9" x 42" table

1) Hypertherm plasma cutter

1) Pow-com 300SM TIG wire feed welder with cart

1) Miller Ultra-arc stud welder, M# WA-1800, 3 ph., 69 kva

1) Jet horizontal band saw, M# J-7020, S# 09120008

1) Pow-Com welder with Miller wire feeder

1) Miller XMT 304 cc/cv DC arc welder with cart

4) Ceiling mounted hose reels for oil, lube, and grease with Graco metered dispensing guns

1) Group of smaller /miscellaneous items in maintenance garage and shop consisting of straps/ cables in cabinet, ladders, hand trucks, carts, platform trucks, platform scale, fans, pallet jacks, barrel truck, battery chargers, tool boxes with tools, banding machine, emergency eye wash station, pedestal grinders, bolt racks, storage cabinets, large box end wrenches and sockets, hose reel for air and trouble light

1) Aladdin steam cleaner with hose and reel in truck wash bay

1) Group of equipment in the Citizens loadoff area cs/o two EBI wheeled loader buckets, (one new), two sets of forks, one large- one small, crane boom extension, 550 gal. skid tank with Fill-Rite pump/meter, and hose

1) Mad Vac portable vacuum on single axle running gear

1) Sullaire 185 portable air compressor with Cat engine

Page 5 of 24 No. Maintenance, Electrical, and Plant Equipment Exterior 1) Floor sweeper for Skid Steer loader with hydraulic dump, 2012

1) John Deere 770 lawn tractor with mower deck

1) Goasen vac-n-load brush vacuum with trailer on running gear

1) Fuel depot on south side of Receiving Building cs/o 1 - UG 12,000 gal. fiberglass tank with fiberglass piping, overfill protection - automatic shutoff, auto tank gauging, and spill containment concrete slab, 12' x 25, safety bollards, and older Bennet two hose suction pump for diesel fueling, 1986

Page 6 of 24 No. Office Furniture/Computer Equipment Computer Room 1) Group of computer equipment in server room consisting of HP Proliant DL350 G5 server with DVD and 6 - SAS 300 GB hardrives, HP Proliant ML370 PC (old), two APC UPS's, Dell flat panel monitor, black metal rack, 5 yrs old

1) HP G5 server with 3 - 160 gb hard drives, 3 - 72 gb hard drives, and Strongworks lithium 920 tape backup, 2 yrs old

1) Group of furnitrure cs/o L-shaped desk with chair, two drawer lateral file, and HP 4100 laser printer

Telephone Room 1) NEC SV8100 telephone system configured with 64 digital station ports, 4 analog CO trunk ports, 16 analog station ports, one ISDN PRI T-1 card, IM8000 integrated voicie mail with 4 ports, 2220 hrs. of storage, 2013 Office Areas 4) Three drawer 30" wide lateral file cabinets with laminate countertop, 2 - 12 pocket literature racks, and HP 4100 laser printer in office hallway

1) Group of office furniture and computer equipment in Rick * - Computer to be Hermandez office cs/o of L-shaped desk and chair, overhead replaced prior to sale bookshelf with light, side chair, bookcase, two drawer file to R-W Counties cabinet, Dell Optiplex 755 PC with Samsung Synchmaster BW (the "closing"). monitor, HP Officejet Pro K-5400 inkjet printer

1) Group of furniture at end of hallway cs/o four drawer file cabinet, two - 2 drawer 30" lateral file cabinets, metal cabinet with two sliding doors, three - 6 drawer metal card file cabinets older L-shaped desk

1) Group of office furniture and computer equipment in Sandy * - Computer to be Koger's office cs/o round table with two chairs, L-shaped desk, replaced prior to sale two chairs, three - 3 drawer file cabinets, one - four drawer to R-W Counties lateral file cabinet, bookcase, Dell Optiplex PC with monitor (the "closing").

Group of office furniture/computer equipment in Doug * - Computer to be Germain's office cs/o L-shaped desk with chair, Dell Optiplex replaced prior to sale PC w/ monitor, HP Pro-K 5400 printer, two - 4 drawer file cab. to R-W Counties (the "closing").

Page 7 of 24 No. Office Furniture/Computer Equipment Office Areas 1) Group of office furniture/computer equipment in Dave * - Computer to be Erdman's office cs/o U-shaped desk with chair, two side chairs replaced prior to sale hanging print rack, two metal bookcases, HP Compac PC with to R-W Counties 17" flat panel monitor (the "closing").

1) Group of office furniture/computer equipment in Mark * - Computer to be Wickoren's office cs/o U-shaped desk with chair, two book- replaced prior to sale cases, typing stand, lateral file with two doors, Dell Optiplex to R-W Counties 380 PC with Synchmaster 22" FP monitor (the "closing").

1) Group of office furniture/computer equipment in CFO/COO's * - Computer to be Newport office cs/o large U-shaped desk with peninsula end, replaced prior to sale round table with 4 chairs, desk chair, two swivel chairs, two - 2 to R-W Counties drawer lateral file cabinets -30" wide, one - 3' and 42" lateral (the "closing"). file cabinets, Dell Optiplex 755 PC with two 21" monitors, HP laserjet CP1025 MW color printer, large white board

1) Group of office furniture/computer equipment in Administrative * - Computer to be Assistant's office cs/o U- shaped desk with 2 pedestal file cabinets replaced prior to sale desk and side chair, bookcase, four drawer file cabinet, two to R-W Counties drawer locable 3" wide lateral file, two - 4 drawer Fire King fire (the "closing"). file cabinets, HP Compaq PC, two NEC Mulit-Sync LCD 1850E monitors, HP Officejet printer

1) Group of furniture in conference room cs/of 4' x 10' long laminate covered table with 10 swivel chairs, corner telephone cabinet (2), 4' x 8' white board

1) Group of furniture/equipment in Copy Room cs/o Sunbeam refrigerator, Oster microwave oven, Fellows Paper shredder, and built in wood base cabinet, 25" deep, 10 long with 6 doors, 6 drawers, laminate countertop, and overhead cabinet without doors, 1' deep, 18" high, 10' long

1) Group of furniture in office lobby area cs/o 3 drawer lateral file, 4 side chairs, 2 small tables, sign in pedestal stand, floor lamp

1) Group of furniture in main lobby area cs/o custom made oak cabinet for hardhats, 18 openings and two large openings, 658" wide, 82" high

Page 8 of 24 No. Office Furniture/Computer Equipment Other Finished Areas 1) Group of furniture/equipment in duty supervisors office cs/o * - Computer to be two Motorolla charging stations and six Motorolla HT-750 radios replaced prior to sale with mics, two door storage cabinet, counter with chair, U- to R-W Counties shaped workstation, two drawer 30" lateral file, computer stand (the "closing"). with Dell Vostro 220 PC and monitor, Epson LQ 590 printer, Compaq Presario SR500SF PC

1) Group of furniture/equipment in hallways cs/o 62 half height metal lockers, three literature racks, glass 3 door bulletin board, water fountain, SS half moon wash fountain, hanging shop vac, 9 - rolling clothes racks with single bar, 52: long, first aid kit, and stretcher

1) Group of furniture in First Aid Room cs/o wood frame treatment table, wood cabinet with laminate countertop - 8' long, stainless steel sink with faucet, 8 drawers, and 2 overhead cabinets with two doors each, emergency eye wash station, two sharps containers, emergency Oxygen kit, older desk

1) Group of miscellaneous items in Janitor's room cs/o mops and pail, janitors sink, metal two door cabinet,

1) Group of miscellaneous items in Utility Room cs/o hardwood cabinet for hard hats and boots, 8' Werner step ladder, clothes rack

1) Group of furniture/equipment in Lunchroom cs/o refrigerator with freezer, undercounter frig, two microwave ovens, toaster, coffee maker, 6 folding tables and 24 stack chairs, three first aid kits, and oak base cabinet with laminate countertop, SS sink, 25" deep, 12' 6" long, 6 doors, 7 drawers, two wood shelves - 3' and 4' long

Second Level 1) Group of furniture in Training Room cs/o 5 folding tables and 30 chairs, emergency eye wash staion, PC with keyboard, and ceiling mounted projector

1) Closed circuit TV system with three stations, two Samsung 30" split screen TV's with controllers and joysticks, 29 cameras with mounts, coax cabeling and electical connections to cameras

Page 9 of 24 No. Office Furniture/Computer Equipment Second Level 1) Group of three Dell Optiplex 9010 minitower PC's with keyboards * - Computer to be optical mice, 16x DVD's, power supplies, audio speakers, 5 replaced prior to sale Samsung 32" LED back lit LCD TV's, Netgear 48 port Gigabit to R-W Counties smart switches (2), adapters for laptops, HP P3010 laser printer (the "closing"). software, 2013

Scalehouse 1) Group of two HP Compaq minitower PCs with keyboards, * - Computer to be monitors, and optical mice, one Dell desktop connected to the replaced prior to sale control room cameras, bar fridge, microwave, file cabinet, to R-W Counties whiteboard, Cobra 2-way radio, Motorola 2-way radio, safe, (the "closing"). and APC surge protector.

Page 10 of 24 Newport Resource Recovery Plant/Operation Garaging MakeModel VIN or Serial Number - Veh Type Name Year Location Newport RRT 1987 Fruehauf 700 ED 1S9ESR2TOH1007227 Newport, MN Redwing rag trailer Newport RRT 2000 WILKENS 710 WF 1T91V4525YM077798 Newport, MN Trailer Newport RRT 1987 STECO 711 PP 1S9ESP2T4H1007185 Newport, MN Trailer Newport RRT 1999 WILKENS 712 WF 1W91V4521XM077697 Newport, MN Trailer Newport RRT 1999 WILKENS 715 WF 1W91V4523XM077698 Newport, MN Trailer Newport RRT 1999 WILKENS 716 WF 1W91V4525XM077699 Newport, MN Trailer Newport RRT 2002 J & J 718 WF 1S94S45282M006001 Newport, MN Trailer Newport RRT 2002 J & J 719 WF 1S94S452X2M006002 Newport, MN Trailer Newport RRT 2002 J & J 720 WF 1S94S45212M006003 Newport, MN Trailer Newport RRT 2002 J & J 721 WF 1S94S45232M006004 Newport, MN Trailer Newport RRT 2002 J & J 722 WF 1S94S45252M006005 Newport, MN Trailer Newport RRT 2002 J & J 723 WF 1S94S45272M006006 Newport, MN Trailer Newport RRT 2002 J & J 724 WF 1S94S45292M006007 Newport, MN Trailer Newport RRT 2002 J & J 725 WF 1S94S45202M006008 Newport, MN Trailer Newport RRT 2002 J & J 726 WF 1S94S45222M006009 Newport, MN Trailer Newport RRT 2002 J & J 727 WF 1S94S45292M006010 Newport, MN Trailer Newport RRT 1987 STECO 730 PP 1S9EAP2T3H1007231 Newport, MN Trailer Newport RRT 1987 STECO 732 PP 1S9EAP2T7H1007233 Newport, MN Trailer Newport RRT 1987 STECO 733 PP 1S9EAP2T9H1007234 Newport, MN Trailer Newport RRT 1987 STECO 734 PP 1S9EAP2T0H1007235 Newport, MN Trailer Newport RRT 1987 STECO 735 PP 1S9EAP2T2H1007236 Newport, MN Trailer Newport RRT 1987 STECO 736 PP 1S9EAP2T4H1007237 Newport, MN Trailer Newport RRT 1987 STECO 737 PP 1S9EAP2T6H1007239 Newport, MN Trailer Newport RRT 1987 STECO 738 PP 1S9EAP2T8H1007239 Newport, MN Trailer Newport RRT 1987 STECO 740 PP 1S9EAP2T6H1007241 Newport, MN Trailer Newport RRT 1987 STECO 741 PP 1S9EAP2T8H1007242 Newport, MN Trailer Newport RRT 1987 STECO 746 PP 1S9EAP2T7H1007247 Newport, MN Trailer Newport RRT 1987 STECO 747 PP 1S9EAP2T9H1007248 Newport, MN Trailer Newport RRT 1987 STECO 748 PP 1S9EAP2T0H1007249 Newport, MN Trailer Newport RRT 1987 STECO 752 PP 1S9EAP2T2H1007253 Newport, MN Trailer Newport RRT 1987 STECO 753 PP 1S9EAP2T4H1007254 Newport, MN Trailer Newport RRT 1999 WILKENS 760 WF 1W91V4528XM077700 Newport, MN Trailer Newport RRT 1999 WILKENS 761 WF 1W91V452XXM077701 Newport, MN Trailer Newport RRT 1999 WILKENS 762 WF 1W91V4521XM077702 Newport, MN Trailer Newport RRT 2000 WILKENS 763 WF 1W91V4527YM077799 Newport, MN Trailer

Page 11 of 24 Newport Resource Recovery Plant/Operation Garaging MakeModel VIN or Serial Number - Veh Type Name Year Location Newport RRT 1999 WILKENS 764 WF 1W91V4523XM077703 Newport, MN Trailer Newport RRT 2000 WILKENS 765 WF 1W91V452XXM077800 Newport, MN Trailer Newport RRT 1999 WILKENS 766 WF 1W91V4525XM077704 Newport, MN Trailer Newport RRT 2000 WILKENS 767 WF 1W91V4521YM077801 Newport, MN Trailer Newport RRT 2000 WILKENS 768 WF 1W91V4523YM077802 Newport, MN Trailer Newport RRT 2000 WILKENS 769 WF 1W91V4529YM077805 Newport, MN Trailer Newport RRT 1999 WILKENS 770 WF 1W91V4527XM077705 Newport, MN Trailer Newport RRT 2000 WILKENS 771 WF 1W91V4527YM077804 Newport, MN Trailer Newport RRT 2000 WILKENS 773 WF 1W91V4529YM077805 Newport, MN Trailer Newport RRT 2000 WILKENS 775 WF 1W91V4520YM077806 Newport, MN Trailer Newport RRT 2000 WILKENS 779 WF 1W91V4522YM077807 Newport, MN Trailer Newport RRT 1999 WILKENS 804 WF 1W91V4529XM077706 Newport, MN Trailer Newport RRT 1990 STECO 805 WF 1S9WSR2T9L1252475 Newport, MN Trailer Newport RRT 1990 STECO 807 WF 1S9WSR2T2L1252477 Newport, MN Trailer Newport RRT 1990 STECO 808 WF 1S9WSR2T8L1252516 Newport, MN Trailer Newport RRT 1990 STECO 809 WF 1S9WSR2TXL1252517 Newport, MN Trailer Newport RRT 1990 STECO 810 WF 1S9WSR2T1L1252518 Newport, MN Trailer Newport RRT 1991 STECO 812 WF 1S9WSR2T4M1252580 Newport, MN Trailer Newport RRT 1991 STECO 814 WF 1S9WSR2T8M1252582 Newport, MN Trailer Newport RRT 1991 STECO 815 WF 1S9WSR2TXM1252583 Newport, MN Trailer Newport RRT 1991 STECO 817 WF 1S9WSRZT3M1252585 Newport, MN Trailer Newport RRT 1991 STECO 818 WF 1S9WSR2T5M1252586 Newport, MN Trailer Newport RRT 1991 STECO 823 WF 1S9WSR2T9M1252591 Newport, MN Trailer Newport RRT 1991 STECO 824 WF 1S9WSR2T0M1252592 Newport, MN Trailer Newport RRT 1991 STECO 825 WF 1S9WSR2T2M1252593 Newport, MN Trailer Newport RRT 1991 STECO 826 WF 1S9WSK2T4M1252594 Newport, MN Trailer Newport RRT 1991 STECO 827 WF 1S9WSR2T6M1252595 Newport, MN Trailer Newport RRT 1991 STECO 828 WF 1S9WSR2T8M1252596 Newport, MN Trailer Newport RRT 1994 BROTHERS 829 WF 1B9CC4526RM187277 Newport, MN Trailer Newport RRT 1994 BROTHERS 831 WF 1B9CC452XRM187279 Newport, MN Trailer Newport RRT 1994 BROTHERS 833 WF 1B9CC4528RM187281 Newport, MN Trailer Newport RRT 1994 BROTHERS 834 WF 1B9CC452XRM187282 Newport, MN Trailer Newport RRT 1994 BROTHERS 835 WF 1B9CC4521RM187283 Newport, MN Trailer Newport RRT 1994 BROTHERS 837 WF 1B9CC4525RM187285 Newport, MN Trailer Newport RRT 1997 STECO 839 WF 1S9WSR2T0V1252718 Newport, MN Trailer Newport RRT 1997 STECO 840 WF 1S9WSR2T1V1252719 Newport, MN Trailer

Page 12 of 24 Newport Resource Recovery Plant/Operation Garaging MakeModel VIN or Serial Number - Veh Type Name Year Location Newport RRT 1997 STECO 841 WF 1S9WSR2T8V1252720 Newport, MN Trailer Newport RRT 1997 STECO 842 WF 1S9WSR2TXV1252721 Newport, MN Trailer Newport RRT 1997 STECO 843 WF 1S9WSR2T1V1252722 Newport, MN Trailer Newport RRT 1997 STECO 844 WF 1S9WSR2T3V1252723 Newport, MN Trailer Newport RRT 1997 STECO 845 WF 1S9WSR2T5V1252724 Newport, MN Trailer Newport RRT 1997 STECO 846 WF 1S9WSR2T7V1252725 Newport, MN Trailer Newport RRT 1997 STECO 847 WF 1S9WSR2T9V1252726 Newport, MN Trailer Newport RRT 1997 STECO 848 WF 1S9WSR2T0V1252727 Newport, MN Trailer 3000 OT Newport RRT 2001 EAST WF 1E1U1Y2851RJ30176 Newport, MN Trailer 3001 OT Newport RRT 2001 EAST WF 1E1U1Y2841RM30694 Newport, MN Trailer 3004 OT Newport RRT 1995 Brothers WF 1B9TT453SM187382 Newport, MN Trailer Newport RRT 1995 Brothers 3005 OT 1BPTT453SM187383 Newport, MN Trailer Newport RRT 1994 Summit 3006 WF 1S8AL4520R00082483 Newport, MN Trailer Newport RRT 2004 MAC 708 WF 5MAMN452X4C008155 Newport, MN Trailer Newport RRT 2004 MAC 709 WF 5MAMN452X5C008156 Newport, MN Trailer Newport RRT 2004 MAC 713 WF 5MAMN45215C008157 Newport, MN Trailer Newport RRT 2004 MAC 714 WF 5MAMN45235C008158 Newport, MN Trailer Newport RRT 2004 MAC 717 WF 5MAMN45255C008159 Newport, MN Trailer Newport RRT 2004 MAC 728 WF 5MAMN45215C008160 Newport, MN Trailer Newport RRT 2004 MAC 729 WF 5MAMN45235C008161 Newport, MN Trailer Newport RRT 2013 MAC 750 WF 5MAMN4522EC027557 Newport, MN Trailer Newport RRT 2013 MAC 751 WF 5MAMN4524EC027558 Newport, MN Trailer Newport RRT 2004 MAC 781 WF 5MAMN45255C008162 Newport, MN Trailer Newport RRT 2004 MAC 782 WF 5MAMN45275C008163 Newport, MN Trailer Newport RRT 1988 Thiele 783 WF 1T9TS4521KW020356 Newport, MN Trailer Newport RRT 2004 MAC 792 WF 5MAMN45205C008165 Newport, MN Trailer Newport RRT 2004 MAC 794 WF 5MAMN45225C008166 Newport, MN Trailer Newport RRT 2004 MAC 785 WF 5MAMN45295C008164 Newport, MN Trailer Newport RRT 2004 MAC 795 WF 5MAMN45245C008167 Newport, MN Trailer Moving Floor Newport RRT 2008 MAC Traile 704 5MAMN45288C016132 Newport, MN Trailer Moving Floor Newport RRT 2008 MAC Trailer 703 5MAMN452X8C016133 Newport, MN Trailer

Page 13 of 24 Newport Resource Recovery Plant/Operation Garaging MakeModel VIN or Serial Number - Veh Type Name Year Location Moving Floor Newport RRT 2008 MAC Trailer 706 5MAMN45298C016138 Newport, MN Trailer Moving Floor Newport RRT 2008 MAC Trailer 702 5MAMN45268C016131 Newport, MN Trailer Moving Floor Newport RRT 2008 MAC Trailer 705 5MAMN45238C016135 Newport, MN Trailer Moving Floor Newport RRT 2008 MAC Trailer 707 5MAMN45258C016136 Newport, MN Trailer Moving Floor Newport RRT 2008 MAC Trailer 743 5MAMN45218C016134 Newport, MN Trailer Newport RRT 2008 MAC 731 5MAMN45278C016137 Newport, MN Trailer Moving Floor Newport RRT 2008 MAC Trailer744 5MAMN45208C016139 Newport, MN Trailer Newport RRT 2008 MAC 745 5MAMN45278C016140 Newport, MN Trailer Newport RRT 1998 Ford F150 1FTZF17W1WNCO9295 Newport, MN LT/PPA Newport RRT 1998 Ford 555E 31014937 Newport, MN Backhoe GP30/3974 Newport RRT 2001 CATERPILLAR 62 AT13D36277 Newport, MN Forklift Newport RRT 2008 CASE 420 N7M463605 Newport, MN Skid Loader

Newport RRT 2001 CAPACITY Yard Tractor 4LM8851151LO12702 Newport, MN Y.T. # 806

Newport RRT 1995 CAPACITY Yard Tractor 6BT40DH50E3216341 Newport, MN Y.T. # 805

Newport RRT 1995 CAPACITY Yard Tractor 117932 Newport, MN Y.T. # 804

Newport RRT 2009 CAPACITY Yard Tractor 20788 Newport, MN Y.T. # 807 Newport RRT 2006 CATERPILLAR 966H A6D00587 (#13) Newport, MN Wheel Loader Newport RRT 2008 CATERPILLAR 966H A6D01597 (#14) Newport, MN Wheel Loader Newport RRT 2009 CATERPILLAR 966H A6D02429 (#15) Newport, MN Wheel Loader Newport RRT 2011 CATERPILLAR 966H 0A6J1853 (#16) Newport, MN Wheel Loader Newport RRT 2009 CATERPILLAR T090119 AT13F20814 Newport, MN Forklift Newport RRT 2005 JLG Boom Lift Z60/34 Newport, MN JLG LIFT JLG Commander Electric Scissor Newport RRT 1997 3969 3969E 200034200 Newport, MN Lift

Page 14 of 24 No. Description of Mono Rail Cranes and Hoists 2) Harrington 2 ton mono rails cranes with hoists on Flail lines A and B, trolleys

2) Beebe 15 ton mono rails cranes with hoists on Flail lines A and B, trolleys

2) Beebe 10 ton mono rails cranes with hoists on secondary shredders, trolleys

2) Harrington 8 ton mono rails cranes with hoists on primary shredders, A and B lines, trolleys

2) Harrington 1 ton and 8 ton mono rails cranes with hoists in elevator shafts, trolleys

1) Harrington 1 ton mono rail crane with hoist in bunker jib room, trolley

1) Harrington 5 ton mono rail crane with hoist for ferrous clean up, trolley

1) Jet 3 ton mono rail crane with hoist for elevator, trolley

Page 15 of 24 No. Description of Truck Scales 1) Surface mounted Toledo truck scale with steel platform, 10' x 64' long, two concrete ramps to scale, 12-27" wide x 35' long, Systems Associate scale readout

2) Fairbanks truck scales with platforms, 10' x 70' long, concrete pits, two concrete ramps per scale, digital scale readouts, remote printers, 120,000 lbs. cap.

Page 16 of 24 No. Software 1) Compuweigh - Scale system designed by Paradigm Software for inbound and outbound trucks. Used at Newport and Empire for POS and manually entered for South Metro and Advanced Disposal transfer stations. Annual license fee of $4,172.08 paid at beginning of calendar year. License agreement is for 10 years starting in 2011 and can be transferred from RRT with written consent from Paradigm.

2) MP2 - Inventory management and maintenance scheduling system designed by Infor. RRT paid an annual license fee of $1,795.00 in 2015.

3) TKDA - Control room software used to monitor and operate the Newport Facility processing equipment.

Page 17 of 24 No. Building Additions - 10/1/13 - 6/30/15 Nurse Station Remodel 1) Remodel of nurse's station

Scalehouse 1) Installation of bullet-proof glass at scalehouse.

Server Room 1) Server room remodel by Corval.

Tip Floor 1) Tip floor repair by Sheehy Construction and Corval Group

Warming Shack 1) Warming Shack #1 purchased from Iron 26 Company

2) Warming Shack #2 purchased from Iron 26 Company.

Total Warming Shack

Total Cap Ex (10/1/13 - 6/30/15) - Building

Page 18 of 24 No. Plant Equipment Additions - 10/1/13 - 6/30/15 Flail Mill 1) Flail mill discharge chute rebuild - Line B ($48,057 added in 2013 prior to 10/1/13)

Fire System 1) Fire system upgrade

Eddy Current 1) Eddy Current upgraded equipment

Outbound Scale 1) Replacement of outbound scale

Total Cap Ex (10/1/13 - 6/30/15) - Plant Equipment

Page 19 of 24 No. Rolling Stock Additions - 10/1/13 - 6/30/15 Lawn Mower 1) Riding lawn mower

Loader Overhaul 1) Front end loader #13 overhaul by Ziegler

2) Front end loader #14 overhaul by Ziegler

3) Skid steer loader overhaul by Ziegler

4) Front end loader #16 overhaul by Ziegler

Total Loaders

Trailer Overhaul 1) Trailer 3000 - North American Trailer - 12/31/13

2) Trailer 3005 - North American Trailer - 5/31/15

3) Trailer 3006 - North American Trailer - 12/31/13

4) Trailer 3306 - JES Sales - 11/30/13

5) Trailer 710 - North American Trailer - 5/31/14 Trailer 710 - North American Trailer - 6/30/15

6) Trailer 713 - JES Sales - 12/31/14 Trailer 713 - North American Trailer - 12/31/14

7) Trailer 716 - North American Trailer - 3/31/15

8) Trailer 717 - North American Trailer - 12/31/14

9) Trailer 719 - North American Trailer - 10/31/13

10) Trailer 720 - JES Sales - 11/24/14 Trailer 720 - North American Trailer - 11/30/14

Page 20 of 24 No. Rolling Stock Additions - 10/1/13 - 6/30/15 Trailer Overhaul (cont.) 11) Trailer 721 - Blaine Brothers - 10/31/14 Trailer 721 - Blaine Brothers - 10/31/14

12) Trailer 722 - North American Trailer - 5/31/15 Trailer 722 - North American Trailer - 7/31/14

13) Trailer 724 - North American Trailer - 2/28/15

14) Trailer 725 - North American Trailer - 11/30/13 Trailer 725 - North American Trailer - 12/31/14

15) Trailer 726 - North American Trailer - 5/31/14

16) Trailer 727 - North American Trailer - 5/31/14

17) Trailer 730 - North American Trailer - 3/31/15

18) Trailer 736 - North American Trailer - 10/31/14

19) Trailer 737 - North American Trailer - 7/31/14

20) Trailer 740 - North American Trailer - 3/31/15

21) Trailer 747 - North American Trailer - 11/30/13

22) Trailer 753 - North American Trailer - 11/30/14

23) Trailer 761 - North American Trailer - 10/31/14

24) Trailer 762 - North American Trailer - 12/31/13 Trailer 762 - North American Trailer - 12/31/14

25) Trailer 765 - JES Sales - 12/31/14 Trailer 765 - North American Trailer - 1/31/15

26) Trailer 766 - North American Trailer - 8/31/14

27) Trailer 768 - North American Trailer - 1/31/15 Trailer 768 - North American Trailer - 12/31/13

28) Trailer 769 - North American Trailer - 1/31/15 Trailer Overhaul (cont.)

Page 21 of 24 No. Rolling Stock Additions - 10/1/13 - 6/30/15 29) Trailer 781 - North American Trailer - 12/31/13

30) Trailer 783 - North American Trailer - 10/31/14 Trailer 783 - North American Trailer - 5/31/15

31) Trailer 785 - North American Trailer - 6/30/14

32) Trailer 804 - North American Trailer - 11/30/14

33) Trailer 805 - North American Trailer - 8/31/14

34) Trailer 812 - North American Trailer - 1/31/15 Trailer 812 - North American Trailer - 12/31/13

35) Trailer 815 - North American Trailer - 1/31/14

36) Trailer 817 - North American Trailer - 8/31/14

37) Trailer 818 - North American Trailer - 10/31/13

38) Trailer 824 - North American Trailer - 1/31/14 Trailer 824 - North American Trailer - 2/28/14

39) Trailer 825 - North American Trailer - 12/31/13 Trailer 825 - North American Trailer - 2/28/15

40) Trailer 826 - North American Trailer - 12/31/13

41) Trailer 840 - North American Trailer - 6/30/14

42) Trailer 841 - North American Trailer - 8/31/14

43) Trailer 843 - North American Trailer - 7/31/14

44) Trailer 844 - North American Trailer - 9/30/14

45) Trailer 848 - North American Trailer - 10/31/14

Total Trailer Overhaul

Page 22 of 24 No. Rolling Stock Additions - 10/1/13 - 6/30/15 Yard Tractor 1) Yard Tractor #806 overhaul by Blaine Brothers

2) Yard Tractor #808 overhaul by Blaine Brothers

Total Yard Tractor

Pickup 1) Ford F-150 Pickup

Total Cap Ex (10/1/13 - 6/30/15) - Rolling Stock

Page 23 of 24 No. Computer Additions - 10/1/13 - 6/30/15 Phone System 1) Upgrade of phone system ($30K installed in 2013 prior to 10/1/13).

Total Cap Ex (10/1/13 - 6/30/15) - Computers

Total Cap Ex (10/1/13 - 6/30/15) - All

Page 24 of 24 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING

Schedule 1.01(b)(ii)

Major Equipment

Please see Attachment to Schedule 1.01(b)(i) – Asset List.

Schedule 1.01(b)(ii)

79916558.2 0039401-00010 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING

Schedule 1.01(c)

Assumed Contracts

1. System Implementation Agreement for CompuWeigh by and between Paradigm Software, L.L.C. and Seller, as assignee of NRG Processing Solutions, LLC, dated October 27, 2000.

2. Services Contract by and between The Wackenhut Corporation and Seller, dated June 1, 2008.

3. Refuse Derived Fuel Supply Agreement by and between Northern States Power Company and Seller, as assignee of NRG Energy, Inc., dated November 3, 2006, as amended by that certain First Amendment to the Refuse Derived Fuel Supply Agreement, dated July 15, 2010.

4. Janitorial Service Agreement by and between ABM Janitorial Services – North Central, Inc. and Seller, dated February 27, 2012.

5. Resource Recovery Facility Labor Agreement by and between Seller and Local Union No. 23 of St. Paul Minnesota, dated January 1, 2013[, as amended].

6. Industrial Waste Services & Disposal Agreement by and between Waste Management of Minnesota, Inc. and Seller, dated February 1, 2013.

7. Purchase Agreement by and between Matrix Communications, Inc. and Seller, dated March 25, 2013 (includes maintenance and service terms).

8. Integra Telecom Master Service Agreement by and between Integra Telecom Holdings, Inc. and Seller, dated June 3, 2013. This agreement is not signed by Integra.

9. License Agreement by and between Northern States Power Company d/b/a Xcel Energy as Licensor and Seller, as assignee of NRG Energy, Inc., as Licensee, dated November 8, 2006.

Schedule 1.01(c)

79916558.2 0039401-00010 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING

Schedule 1.01(d)

Inventory

Please see Attachment to Schedule 1.01(d) – Inventory Listing.

Schedule 1.01(d)

79916558.2 0039401-00010 Resource Recovery Technologies, LLC Asset Purchase Agreement Schedule 1.01(d) Inventory Listing by Item No. - Newport Facility August 20, 2015

Average Qty on Item No. Description Unit Cost Hand Total Cost

ROTORFLAM002 FLAIL MILL ROTOR - REBUILD - RH A MILL - SEE NOTES 61,278.00 1 61,278.00 ROTORFLAM003 FLAIL MILL ROTOR - REBUILD - B MILL - LH-SEE NOTES 52,984.00 1 52,984.00 ROTORSHRD001 SECONDARY SHREDDAR ROTOR- NEW - NOTES 43,766.00 1 43,766.00 BLTGGCONVC01 C-1 BELT, 72" X 310', 600PIW, 3/16 X 3/32 MSHA 31,871.12 2 63,742.23 MOTORFLAM021 1200 HP - LAST REBUILT 8/2011 - Notes 29,663.37 1 29,663.37 MOTORSHRD001 800 HP, RECONDITIONED 25,111.35 1 25,111.35 BLTGGCONVC05 60", 144' C-5, 3PLY, 375 PLYLON 3/16 X 1/16 10,767.83 1 10,767.83 REDCRAPRC002 2070FC3B184.800:1, GEAR REDUCER APRON CONV 10,093.52 1 10,093.52 TIREEFELD001 26.5X25 D2A TY CUSHION TIRE 9,213.33 8 73,706.67 BLTGGCONVC02 C-2 BELT, 72" X 108,375# PLYLON PLUS MSHA - Notes 8,483.51 2 16,967.02 SHEVEFLAM023 426175, 12/8V24.8-N D180 - DRIVE SHEAVE 8,444.88 1 8,444.88 BLTGGCONVC9B C-9B BELT, 36" X 215', 375 PLY - MSHA 3/16 X 3/32 7,637.06 1 7,637.06 MOTORDUST001 250HP, PROCESS DUST COLLECTION - SEE NOTES 7,560.00 1 7,560.00 REDCRCONV005 247169, CONVEYORS C-A&B, 2 THRU 6 - SEE NOTES 7,097.43 1 7,097.43 BLTGGCONVC04 C-4 BELT, 60" X 110', 375 PLY - MSHA 3/16 X 1/16 6,821.28 1 6,821.28 SGRATFLAM012 900394, COVER GRATE FOR FLAIL MILL 6,778.01 2 13,556.02 ASSYYFLAM002 JACK SHAFT ASSEMBLY - COMPLETE - NOTES SHOW DETAIL 6,742.19 1 6,742.19 SPRKTAPRC012 2397-M14-6T, 335-00576-01 SEGMENTED - SET 6,738.75 1 6,738.75 REDCRCONV004 415D24, GEAR REDUCER/SHAFT MOUNT REDUCER - REBUILT 6,169.00 1 6,169.00 BLTGGCONVC10 36" X 162' 3 PLY 375# 3/16 X 3/32 5,767.38 1 5,767.38 REDCRAPRC001 2080FC3AS 89.29:1, W/SPECIAL FLANGED MOUNT 20MF 5,262.76 1 5,262.76 SHEVEFLAM024 426176, 12/8V24.8-10085D180, DRIVEN SHEAVE 5,259.78 2 10,519.56 GRATEFLAM002 603781, FLAIL MILL GRATE WITH EXTRA RIB - 1 per 4,676.49 2 9,352.97 GRATESHRD001 603273, SECONDARY SHREDDER GRATES 4,597.90 6 27,587.37 CYLLLCCOM002 COMPACTOR CYLINDER - REBUILT - LARGE 4,461.82 1 4,461.82 RCTFRMAGN001 553-050, RECTIFIER FOR PROCESS MAG, DINGS #553-050 4,411.97 1 4,411.97 PULLYMAGN005 D18CF69WA40, CROWNED CURVED TAIL PULLEY 4,222.10 1 4,222.10 ASSYYAPRC002 TAILSHAFT ASSY 3-7/16" DIA - SEE NOTES 4,137.50 1 4,137.50

Page 1 Resource Recovery Technologies, LLC Asset Purchase Agreement Schedule 1.01(d) Inventory Listing by Item No. - Newport Facility August 20, 2015

Average Qty on Item No. Description Unit Cost Hand Total Cost BLTGGCONVC03 C-3 BELT, 72" X 105, 375# 4,114.49 1 4,114.49 BRGGGFLAM001 23252CAMKE4C3P55S-01 TAPER BORE #10 2L LUBE 4,030.00 1 4,030.00 PULLYMAGN007 14" X 69" CF304SS DRUM W/J Hub X 2-15/16 HEAD 4,004.55 1 4,004.55 REDCRMAGN004 M85022, 210DM5A 17.1 A1 APG REDUCER - NEW 3,992.58 1 3,992.58 GRATEFLAM001 603271-A, FLAIL MILL GRATE W/OUT EXTRA RIB - 2 per 3,768.60 4 15,074.40 BLTGGCONVC12 36" X 145 3 PLY 375 GOODYEAR 3/16 X 1/16 slider 3,639.12 2 7,278.24 SHAFTAPRC005 4231, SHAFT FOR 5-7/16 BEARING (SHOP #) 3,511.71 1 3,511.71 BLTGGEDDY001 EDDY CURRENT CONVEYOR BELTING 3,384.15 1 3,384.15 VBELTFLAM045 8VK2650/12, KEVLAR CORD DRIVE BELT FOR FLAIL MILL 3,317.78 2 6,635.56 ACTRREDDY001 7210TW00A-02822L0-TB12, WEATHERPROOF ACTUATOR 3,141.50 1 3,141.50 PULLYCONV004 TAIL PULLEY - C1'S, C2'S, C6'2 - SEE NOTES 2,970.00 1 2,970.00 BRGGGAPRC009 BMPS-5507-F, BEARING, HVY DUTY PIL BLK W/TWO AU 2,765.00 1 2,765.00 PUMPPAPRC001 R20-2993, PV SERIES 20 SUNDSTRAND - REBUILT 2,745.00 1 2,745.00 BLTGGCONVMAG 66" X 36' 3-375 MSHA 3/16 X 3/32 - NOTES 2,703.08 2 5,406.15 CYLLLFLAM001 FLAIL MILL COVER HYDRAULIC CYLINDER - REBUILD RRT 2,671.66 2 5,343.32 SHAFTDISC001 SECONDARY DISC SCREEN SPARE ROLLER #7 2,516.80 1 2,516.80 BRGGGAPRC006 AMP-5507-F, BEARING, HVY DTY PIL BLK W/TWO OPEN 2,380.00 1 2,380.00 CPLNGDUST009 351DBZ, PROCESS DUST COLLECTION MAIN BLOWER COUPl. 2,290.86 1 2,290.86 MOTORDISC013 H45SW, HYDROSTAR HYDRAULIC MOTOR NOTES 2,242.77 2 4,485.54 PULLYCONV005 WINGED PULLEY - SEE NOTES 2,241.18 1 2,241.18 PUMPPMOB1007 PVB45FRSF20, FERROUS WALKING FLOOR HYD POWER PAK 2,178.71 1 2,178.71 SPRKTAPRC011 R2397-6T, TAILSHAFT SPROCKET - ASSY-NOTES - M020 2,152.71 1 2,152.71 REDCRCONV003 315D24, GEAR REDUCER/SHAFT MOUNT - REBUILT - NOTES 2,137.45 1 2,137.45 CLAWWGRPC001 18300176, LH GRAPPLE CLAW 2,133.20 1 2,133.20 CLAWWGRPC002 18300177, RH GRAPPLE CLAW 2,133.20 1 2,133.20 PROTEFLAM001 MP3000, MOTOR PROTECTION PLC THAT MONITOR BREAKERS 1,920.00 2 3,840.00 ROLLRCONV001 SPIN ROLLERS - PROCESS LINE CONVEYORS 1,911.00 1 1,911.00 SPIDRFLAM001 AH0119B, FLAIL MILL SPIDERS 1,900.00 24 45,600.00 TRANSFLAM001 2147A11G03, 600VA CONTROL POWER TRANSFORMER, 4160 1,895.00 1 1,895.00 FANNNFLAM001 MOTOR VENT FAN - FLAIL MILL 1,800.00 1 1,800.00 PLATEYARM004 105023, TOP PLATE ASSY FOR CAPACITY (5TH WHEEL) 1,788.53 1 1,788.53 STABIFLAM001 2147A41G11, INC. LINE STAB W/SHUTTER MECH, 4160 1,769.00 1 1,769.00

Page 2 Resource Recovery Technologies, LLC Asset Purchase Agreement Schedule 1.01(d) Inventory Listing by Item No. - Newport Facility August 20, 2015

Average Qty on Item No. Description Unit Cost Hand Total Cost STABIFLAM002 2147A49G05, LOAD STABILIZER (ROLL OUT) 4160 1,769.00 1 1,769.00 MOTORCCOM004 51392587, 60 HP 1800 RPM 3 PHASE 230/460 1,734.61 1 1,734.61 MOTORAIRK003 326TTFS6526, 50HP 460V ONLY - RELIANCE 1,696.86 1 1,696.86 PUMPPGRPC005 MAIN PUMP FOR PROCESS GRAPPLE - REBUILT 1,655.70 1 1,655.70 DIVIDDISC001 FLOW DIVIDER DISC SCREEN - REBUILT 1,630.80 1 1,630.80 REDCRCONV002 307D24, GEAR REDUCER/SHAFT MOUNT REDUCER 1,581.52 2 3,163.04 BLTGGCONVC7-8 C-7 & C-8, 36" X 47' 375 PLY - MSHA 3/16 X 1/16 1,506.89 3 4,520.68 REDCRDUST005 HB882CN180TC, CYCLONE AIR LOCKS - NOTES 1,498.00 1 1,498.00 PUMPPDISC001 REBUILT VICKERS VANE PUMP - DISC SCREEN - NOTES 1,480.00 1 1,480.00 PUMPPYARM004 P500 1026, PERMCO TANDEM HYD PUMP - NEW - NOTES 1,471.00 1 1,471.00 LINERSHRD006 E9790.052, CENTER MILL SIDE LINER (Print #6) 1,388.00 4 5,552.00 BLTGGCONVM075 48" X 22' 3.375 POWERGUARD 3/16 X 3/32 330# - NOTE 1,364.30 1 1,364.30 BRGGGAPRC007 BMPS5407YF, PILLOW BLOCK BEARING HEAVY DUTY EXP 1,332.58 1 1,332.58 STARTCCOM001 14IP32AA81, MOTOR STARTER 1,321.67 2 2,643.34 REDCRMAGN003 SK92772AZDBH-100LA/4RDDCUS, NEW MAG MOTOR/REDUCER 1,303.39 1 1,303.39 GRDCREDDY001 EUR*SA67DRE100L4, COMPLETE WITH MOTOR SEE NOTES 1,291.64 1 1,291.64 LINERSHRD007 E9790.051, FRONT COVER SIDE LINER (Print #7) 1,274.00 3 3,822.00 MOTORCONV008 30 HP 286T FRAME 1775 RPM HZ 60 TYPE KS C1-A&B 1,235.86 1 1,235.86 PUMPPGRPC006 JIB AND SWING PUMP PROCESS GRAPPLE - REBUILT 1,210.15 1 1,210.15 PULLYCONV003 C1 TURN PULLEY - SEE NOTES 1,183.05 1 1,183.05 SEALLFLAM004 SMALL, ALUM. DUST SEAL RINGS - SEE NOTES- OUTBOARD 1,173.32 2 2,346.64 BRGGGARPC010 AMP5407YF, PILLOW BLOCK BEARING FIXED HEAVY DUT 1,161.14 1 1,161.14 PULLYCONV002 1675CFMDJSDRUM, TURN PULLEY FOR C6A-B - 75" x 16" 1,159.80 2 2,319.61 CPLNGDISC006 1100T, MAIN DRIVE COUPLING FOR DISC SCREENS 1,154.11 2 2,308.22 REDCRCONV001 215D24, GEAR REDUCER/SHAFT MOUNT REDUCER 1,105.25 1 1,105.25 MOTORAPRC003 20-3025MF, HYDRAULIC TRANSMISSION MOTOR 1,059.50 2 2,119.00 CPCTRBLDM001 2GUA079200D220, CAPACITORS 1,045.25 2 2,090.50 SEALLFLAM003 LARGE, ALUM. DUST SEAL RINGS - SEE NOTES- INBOARD 1,000.00 2 2,000.00 CYLLLYARM003 122261, DURA-RIDE LIFT CYLINDER - SEE NOTES 989.90 3 2,969.70 CYLLLYARM007 119235 , 5TH WHEEL LIFT CYLINDER YT#802 934.35 1 934.35 PULLYCONV006 1663CFQDDRUM, 63" X 16" DRUM PULLEY C4&C5 931.59 3 2,794.77 PULLYMAGN004 101970, CROWN CURVE 10" X 52 2-7/16 CLEANUP MAG 930.00 1 930.00

Page 3 Resource Recovery Technologies, LLC Asset Purchase Agreement Schedule 1.01(d) Inventory Listing by Item No. - Newport Facility August 20, 2015

Average Qty on Item No. Description Unit Cost Hand Total Cost FINGRFLAM001 2147A47G23, LINE/LOAD FINGERS, 4160 BREAKERS 6 PER 919.71 3 2,759.13 BRGGGCONV026 PLB6863FR, PILLOW BLOCK, 4 BOLT, FIXED 3-15/16 918.02 1 918.02 BRGGGCONV002 DSB22455H, 3-7/16 TAKEUP BEARING - C2 894.18 2 1,788.36 PICUPFLAM001 544M, VIBRATION PICKUP 855.00 2 1,710.00 LINERFLAM022 22, LOWER WEAR PLATE 2" AR400 X 15" X 36 3/4 853.91 10 8,539.13 VALVEAPRC004 63-506, REBUILT FLOW CONTROL MOOG VALVE 850.00 1 850.00 MOTORGRPC001 22101626, GRAPPLE ROTATE MOTOR CLAW-COMPLETE 844.25 2 1,688.50 MOTORMAGN001 10 HP, E204, 215TC WOUT/FT TEFC-XRI - SEE NOTES 833.54 1 833.54 LINERSHRD005 E9790.053, FRONT MILL SIDE LINER (Print #5) 833.00 6 4,998.00 PUMPPCCOM001 45VQ42A1B20, HYDRAULIC PUMP FOR RDF & RES COMPA 831.62 1 831.62 HOSNGCONV001 PLB6855R, 2 BOLT HOUSING - 3-7/16 BEARING INSERT 814.74 2 1,629.48 ELMNTFLAM001 011124, PX240 PARA-FLEX ELEMENT - NEW STYLE 813.68 2 1,627.36 PADDDYARM001 138669, TRANSMISSION KEY PAD YT #807 806.20 1 806.20 BRAKRCONV001 HMCP015EOC, 15AMP CIRCUIT BREAKER 797.99 2 1,595.98 FUSEESHRD001 5ACLS-9R, CURRENT-LIMIT FUSE FOR SHREDDER 795.00 13 10,335.00 HPINNFLAM001 HAMMER SUSPENSION PIN, INDUSTRIAL WELDORS - NOTES 792.55 8 6,340.40 CARTDDISC001 02-102554, 35 GPM CARTRIDGE 764.22 1 764.22 SLKITAPRC001 MS16, RUBBER SEALS- M022 REX BEARINGS (2 PER KIT) 758.03 2 1,516.06 LGEARTRAILER002 XA-S8-3A114-MOD, GEAR SIDE LANDING GEAR 756.71 5 3,783.55 WHEELCCOM002 COMPACTOR GUIDE WHEEL- SIDE ROLLER- SEE NOTES 755.00 2 1,510.00 PSUPPCCOM001 4F683, SCISSORS COMPACTORS 480V 3 PHASE 748.60 1 748.60 MOTORGNBS001 E205, 15HP 254T FRAME- M022's - VENT FANS - TIP FL 744.12 1 744.12 TACHFSA001 TACH w/420 MILIAMP OUTPUT, 2 RELAY'S 115 V INPUT 725.00 2 1,450.00 CPLNGSHRD020 1130T10, SHREDDER SIDE COUPLER SEE NOTES 722.40 1 722.40 WHEELAIRK001 L00992, WHEEL,BLOWER FAN #308PLR CLASS III 720.50 1 720.50 KITTTSHRD001 0776212, COVER, GRID & SEALS FOR 1130T FALK - NOTE 712.79 1 712.79 GRDCRCONV002 2402B0250C180, ROTARY VALVE AND SCREW CONVEYORS 704.49 1 704.49 IDLERCONV017 72", D5-35TESA-72SB, 35 DEG. SELF-ALIGN TROUGHING 696.77 2 1,393.54 HINGEFLAM001 8700-005, FLAIL MILL BLAST DOOR HINGE 690.00 1 690.00 MOTORCONV007 10HP, 215TTFS6526 215T FRAME TEFC 677.50 2 1,355.00 LINERFLAM021 21, UPPER WEAR PLATE, 2" T-1 TYPE B 653.65 12 7,843.77 CYLLLCCOM001 CYLINDER - COMPACTOR SCISSORS - BWR/RES/RDF 652.80 1 652.80

Page 4 Resource Recovery Technologies, LLC Asset Purchase Agreement Schedule 1.01(d) Inventory Listing by Item No. - Newport Facility August 20, 2015

Average Qty on Item No. Description Unit Cost Hand Total Cost IDLERMAGN001 869XT25X2-7/16, TOP IDLER 2-7/16 X 8 X 69" 645.00 1 645.00 FUSEEFLAM006 5ACLS-12R LIMIT FUSE 5.08 MAX KV CLS 1 631.57 6 3,789.40 SCRAPCONV002 PV-6011-58OR, 60" BELT SCRAPER 627.78 2 1,255.56 COILLFLAM001 2147A48G11, COIL FOR 4160 BREAKES 598.13 1 598.13 SHIFTYARM001 CA124213, QUADCO SHIFT TOWER T-HANDLE 587.22 1 587.22 INSRTDISC003 2307U78, STEEL INSERT FOR 3-7/16 REX BEARING 574.10 10 5,741.00 MOTORGRPC023 104-1033-006, CAB BOOM ROTATE MOTOR (CHAR-LYNN) 566.85 2 1,133.70 SHAFTMAGN001 101975, 2-7/16 X 61' SHAFT CLEANUP MAG 550.00 1 550.00 TIMERGRPC001 550-200-040, GREASE TIMER 542.75 1 542.75 CPLNGSHRD015 1130T10, SEC SHRED MOTOR COUPLER HALF 531.00 1 531.00 HPINNSHRD002 HAMMER PIN, SECONDARY SHREDDER 412.18 13 5,358.29 SHAFTFLAM001 SHAFT FOR JACK SHAFT ASSEMBLY ON FLAIL MILL 412.00 1 412.00 IDLERCONV008 60",60GD530101, 35 DEGREE TROUGHING CEMA D- UNEQUA 386.50 2 773.00 LINERSHRD004 1" T1 X 12-1/2" X 19.5" PLATES W/HOLES 362.60 5 1,813.00 LINERSHRD011 BC420H, FRONT STEP-OFF COVER CROSS (Print #11) 358.00 12 4,296.00 LINERSHRD050 #50, SEC SHREDDER GRATE KEEPER 350.77 7 2,455.40 LINERFLAM011 238638, BOTTOM CENTER SIDE LINER 347.90 9 3,131.10 LINERFLAM013 13, INDUSTRIAL WELDORS, LOWER GRATE KEEPER - NOTES 347.44 19 6,601.40 LINERFLAM020 20 INDUSTRIAL WELDORS, 1-1/2" T-1 TYPE B 339.83 12 4,078.01 IDLERCONV015 60", 60-GD5043-02, CEMA D 5" RUBBER DISC RETURN 338.53 5 1,692.64 IDLERCONV005 36", D5-35TEI-36SB, 35 DEGREE IMPACT CEMA D 5" 332.59 12 3,991.08 LINERFLAM014 14 INDUSTRIAL WELDORS, LOWER GRATE KEEPER - NOTES 308.70 20 6,174.00 IDLERCONV007 72", D5-20TE-72SB, 20 DEGREE TROUGHING CEMA D 282.86 7 1,980.05 LINERFLAM018 18, INDUSTRIAL WELDORS, 1-1/2" T-1 TYPE B 282.74 19 5,372.14 LINERSHRD010 NF221XH, #10 COVER CROSS (MANG) (Print #10) 277.00 11 3,047.00 LINERFLAM012 12, INDUSTRIAL WELDORS 1-1/2" T-1 TYPE B 274.40 5 1,372.00 IDLERCONV001 72", D5-35TE-72SB, 35 DEGREE TROUGH IDLER-REGULAR 264.17 9 2,377.56 HAMMRFLAM001 AH0019B-10, FLAIL MILL HAMMERS 257.45 372 95,772.52 LINERFLAM019 19, INDUSTRIAL WELDORS, 1-1/2" T-1 TYPE B 252.81 11 2,780.88 PANNNAPRC003 M020 & M022 PANS - INDUSTRIAL WELDORS 252.57 377 95,219.53 SPRKTDISC017 120DSB18, DOUBLE/SINGLE SPROCKET- HARDENED- PRI 237.98 8 1,903.84 LINERFLAM010 10, INDUSTRIAL WELDORS, 1-1/2 T-1 TYPE B 218.00 14 3,052.00

Page 5 Resource Recovery Technologies, LLC Asset Purchase Agreement Schedule 1.01(d) Inventory Listing by Item No. - Newport Facility August 20, 2015

Average Qty on Item No. Description Unit Cost Hand Total Cost IDLERCONV004 36", D5-35TE-36SB, 35 DEGREE TROUGHING CEMA D 5" 207.38 14 2,903.39 FUSEEBLDM001 NXCFA5J45, 8.3KV 47 AMP TYPE COL-FUSE - See notes 202.74 7 1,419.17 LINERFLAM017 17, INDUSTRIAL WELDORS, 1-1/2" T-1 TYPE B 173.00 7 1,211.00 IDLERCONV009 72", 78AH62-72S, 6" X 72" DISC SEALED RETURN IDLER 170.20 6 1,021.20 SPRKTDISC016 DS100Q15, TIMED - DBL/SNGL SECONDARY DISC 165.75 7 1,160.25 CAPPPFLAM003 AH0104C, SPIDER ROTOR CAPS, 24 PER SET 157.23 112 17,609.60 LINERFLAM015 15, INDUSTRIAL WELDORS, TOP GRATE KEEPER - NOTES 154.17 17 2,620.90 WHEELAPRC001 WHEEL & AXLE ASSEMBLY FOR APRON CONVEYORS 145.04 349 50,618.96 CHAINDISC007 120HRIV X 37 PITCHES, #120 CHAIN - PRIMARY - NOTES 144.63 8 1,157.04 HAMMRSHRD003 AH0020, SECONDARY SHREDDER HAMMERS 139.04 192 26,696.01 SPRKTDUST021 H80B54X2-7/16, CYCLONE ROT VALVE- STRAIGHT BORE 136.32 3 408.96 BAGGGDUST004 DUST COLLECTION, FCI MATERIAL BAG, 9 15/16 X 37 11 133.46 20 2,669.20 LINERFLAM016 16, INDUSTRIAL WELDORS, TOP GRATE KEEPER - NOTES 130.30 14 1,824.17 SPRKTDISC015 100TLB15 MTO, TIMED SINGLE SPROCKET - SEC. DISC 117.87 5 589.35 SPRKTDISC018 H120R18, SINGLE SPROCKET DISC SCREENS- PRI 116.43 3 349.29 SPRKTDUST022 60B70TL, SPROCKET FOR BAGHOUSE ROTARY VALVE 79.57 2 159.15 SPRKTDUST023 120B11F1-1/2, SPROCKET FOR AIR LOCKS 78.88 2 157.76 CHAINAPRC001 R2397-M14, CHAIN - ORDER IN 10' MATCHED SECTIONS 56.44 409 23,083.45 CAPPPFLAM002 A01523A, END DISC CAP, 16 PER SET 51.95 65 3,376.98 INSLRBLDM002 PORCELAIN INSULATORS - 15KV - INDOOR 44.97 17 764.49 COPLRFLAM001 NB1-ICSS-14U-02RP, TYPE J THERMOCOUPLE 39.05 6 234.29 COPLRSHRD001 NB1-ICSS-14U-07RP, TYPE J THERMOCOUPLE 35.00 3 105.00 SADDLCONV002 135-00284-01, SADDLE FOR 6 - M024 29.78 56 1,667.74 BLTGGCONVC32 24" X 116' 3/16 X 1/16 MSHA - C32 & C132 21.39 116 2,481.24 SADDLAPRC001 135-00234-01, SADDLE FOR 5 - M020 & M022 21.20 536 11,363.10 CHAINDUST009 127725, 80 RIV ROLLER CHAIN - 10' LENGTH 15.55 5 77.75 BAGGGDUST003 DUST COLLECTION, FCI FILTER TUBE BAG, 5-1/2 ROUND 13.19 960 12,662.40

Total $1,266,838.64

Page 6 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING

Schedule 1.01(e)

Licenses

1. Solid Waste Management Facility Permit No. SW-286 for Newport Resource Recovery Facility, issued by the Minnesota Pollution Control Agency on September 28, 2011, expires September 27, 2016.

2. 2015-2016 Solid Waste Facility License, Facility Number 1375, issued by Washington County Department of Public Health and Environment on June 30, 2015, expires June 30, 2016.

3. 2015-2016 Hazardous Waste Generator License, EPA ID MND120549308, issued by Washington County Department of Public Health and Environment on April 8, 2015, expires April 30, 2016.

4. Air Emission Permit No. 16300051-003, Option D Registration Permit for a Refuse Separation & Fuel Processing Facility, issued by the Minnesota Pollution Control Agency on January 10, 2007, does not expire.

5. NPDES/SDS Industrial Stormwater General Permit MNR050000 Notice of Coverage dated October 6, 2014, Permit ID MNR053BGL, issued by the Minnesota Pollution Control Agency on April 5, 2015, expires April 5, 2020.

6. Conditional Use Permit (CUP) for solid waste facility issued by City of Newport for R.D.F. Facility - NSP, dated June 10, 1985, amended by Resolution 95-51 of December 21, 1995, and Resolution 96- 18 of June 6, 1996, and revised by Interim Use Permit Resolution 2002-29, dated April 18, 2002. CUP is subject to annual review by the City.

7. September 9, 1986 Storage Tank Registration, Site ID 4321, with the Minnesota Pollution Control Agency for 12,000 gallon underground diesel tank.

Schedule 1.01(e)

79916558.2 0039401-00010 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING

Schedule 1.02

Excluded Assets

1. Seller’s 50% membership interest in Minnesota Waste Processing Company, L.L.C.

2. Cash equivalents

3. Notes receivable

4. Prepaid insurance expenses and prepaid license for Netsuite accounting software.

5. Eden Prairie Office lease and leases of office equipment located at the Eden Prairie Office.

6. All equipment which has not been used at the Facility since at least October 9, 2013 and is located at the Empire transfer station facility located at 16454 Blaine Ave. E., Rosemount, Minnesota 55068 (“Empire”), including but not limited to the Volvo Loader L150E.

7. All machinery, equipment, tools, computers, electronics, furniture, vehicles, loaders and yard tractors, rolling stock and trailers including all related owned or licensed software and intellectual property that are not specifically included in the definition of the Acquired Assets and that are located at the Eden Prairie office located at 6321 Bury Dr., Suite 14, Eden Prairie, Minnesota 55346 (the “Eden Prairie Office”) or the MWPC facility located at 1051 Summit Ave., Mankato, Minnesota 56001 (“MWPC”), or any office equipment (including but not limited to computers, printers and cellphones) used by employees remotely.

8. All books and records, including but not limited to e-mail records; phone records; Microsoft Office files and spreadsheets; accounting files; journal entries; general ledger records; auditors, consultant, engineer, advisor, lawyer and broker reports; financial reports; financial analysis; graphs; presentations; proposals; bids; proposals; cost savings analyses; tax filings; IRS filings; bank statements; local, state and federal government correspondence; reports and filings; and plans and budgets prepared for or related to Seller which are stored at the Facility, the Eden Prairie Office, Empire, MWPC or any off-site location that are not necessary for the operation and maintenance of the Acquired Assets.

9. Copies of original scale house weigh tickets and weigh ticket files for the periods up to and including the Closing Date that are located at the Facility, the Eden Prairie Office, Empire, MWPC or any off- site location.

10. All software, hardware, workbooks and financial records located at the Eden Prairie Office, Empire, MWPC or any off-site location that is not necessary for the operation and maintenance of the Acquired Assets. Schedule 1.02

79916558.2 0039401-00010 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING

11. All equipment used by contractors engaged by Seller that is not specifically included in the definition of Acquired Assets.

12. All data, files and emails stored on Seller’s servers, employee computer work stations, laptops, cell phones, memory sticks, backup disks, iPads or any other device located at the Facility, the Eden Prairie Office, Empire, MWPC or any off-site location that is not specifically included in the definition of the Acquired Assets.

13. All Seller information stored on computer backup tapes, discs and other data storage equipment and cloud-based storage facilities that are not specifically included in the definition of the Acquired Assets, but excluding backup tapes for the control room operations, cameras used in operations and security cameras for the Facility, if any.

14. Phone and fax numbers for the Eden Prairie Office and individual cell phone numbers.

Schedule 1.02

79916558.2 0039401-00010 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING

Schedule 1.03

Assumed Liabilities

1. All liabilities relating to the Assumed Contracts arising after Closing.

2. Obligations to process or dispose of the typical amount and type of municipal solid waste remaining on the tip floor at the Facility on the date of Closing.

Schedule 1.03

79916558.2 0039401-00010 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING

Schedule 2.02

Purchase Price Allocation

[To be delivered by Seller at or prior to Closing.]

Schedule 2.02

79916558.2 0039401-00010 DRAFT 9/15/2015 SUBJECT TO UPDATING PRIOR TO CLOSING

SELLER’S DISCLOSURE SCHEDULE

This Seller’s Disclosure Schedule is being delivered by Resource Recovery Technologies, LLC, a Delaware limited liability company (“Seller”), in connection with the Asset Purchase Agreement dated September 22, 2015 (the “Agreement”) between Seller and Ramsey/Washington Recycling and Energy Board, a joint powers entity of Ramsey County and Washington County established under Minnesota state law (“Purchaser”), providing for the purchase and sale of the Acquired Assets. Capitalized terms used in this Seller’s Disclosure Schedule but not otherwise defined will have the meanings ascribed to such terms in the Agreement.

No reference to or disclosure of any item or other matter in this Seller’s Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Seller’s Disclosure Schedule. No disclosure in this Seller’s Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred and shall not be used as a basis by which Purchaser or its Affiliates may bring a claim against Seller.

The headings contained in this Seller’s Disclosure Schedule are included for convenience only, and are not intended to limit the effect of the disclosures contained in this Seller’s Disclosure Schedule or to expand the scope of the information required to be disclosed in this Seller’s Disclosure Schedule.

This Seller’s Disclosure Schedule is arranged in numbered sections corresponding to the sections of the Agreement and any information disclosed herein shall be deemed disclosed and incorporated into any other section of this Seller’s Disclosure Schedule to the extent such deemed disclosure and incorporation is reasonably apparent on its face.

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Schedule 3.02

None

Schedule 3.02

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Schedule 3.03

No Conflict

1. System Implementation Agreement for CompuWeigh by and between Paradigm Software, L.L.C. and Seller, as assignee of NRG Processing Solutions, LLC, dated October 27, 2000.

2. Services Contract by and between The Wackenhut Corporation and Seller, dated June 1, 2008.

3. Refuse Derived Fuel Supply Agreement by and between North States Power Company and Seller, as assignee of NRG Energy, Inc., dated November 3, 2006, as amended by that certain First Amendment to the Refuse Derived Fuel Supply Agreement, dated July 15, 2010.

4. Resource Recovery Facility Labor Agreement by and between Seller and Local Union No. 23 of St. Paul Minnesota, dated January 1, 2013[, as amended].

5. Industrial Waste Services & Disposal Agreement by and between Waste Management of Minnesota, Inc. and Seller, dated February 1, 2013.

6. Purchase Agreement by and between Matrix Communications, Inc. and Seller, dated March 25, 2013 (includes maintenance and service terms).

7. Integra Telecom Master Service Agreement by and between Integra Telecom Holdings, Inc. and Seller, dated June 3, 2013. Seller does not have Integra’s signature to this agreement.

8. License Agreement by and between Northern States Power Company d/b/a Xcel Energy as Licensor and Seller, as assignee of NRG Energy, Inc., as Licensee, dated November 8, 2006.

Contracts that, by their terms, terminate on or before December 31, 2015 are not being included in this Schedule 3.03, but would need to be included if the Closing were to occur prior to December 31, 2015.

Schedule 3.03

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Schedule 3.04

No Default of Seller

See Schedule 3.03.1

1 NTD: To be revised if Purchaser does not assume certain of the contracts listed on Schedule 3.03.

Schedule 3.04

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Schedule 3.05

Absence of Certain Changes

Prior to Closing, Seller intends to replace certain computers and servers included in Schedule 1.01(b)(i) with substantially similar computers and servers which shall be replaced in a manner with software and data to be fully functional to operate and maintain the Acquired Assets in substantially the same manner as the replaced computers and servers.

Schedule 3.05

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Schedule 3.06

Title and Related Matters

With regard to the Real Property, please refer to Schedule 3.12.

Wells Fargo has filed the following UCC financing statements, representing a security interest in the assets of Seller which will be terminated at or prior to Closing:

x UCC Financing Statement, filing no. 2007 1682888 x UCC Financing Statement Amendment, filing no. 2010 1473432 x UCC Financing Statement Amendment, filing no. 2011 4245828

Schedule 3.06

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Schedule 3.07

Litigation

Nothing to disclose.

Schedule 3.07

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Schedule 3.08

Compliance with Laws

Nothing to disclose.

Schedule 3.08

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Schedule 3.11(a)

Condition of Equipment

1. The Facility uses two loaders and keeps a third loader on hand as a spare for when either of the other two loaders need maintenance in the ordinary course of business. Loader #15 is a fourth loader that has neared the end of its useful life and is in storage. Loader #16 was rebuilt in July of 2015 to replace Loader #15. Loader #15 may be overhauled and rebuilt at the discretion of Seller or its successor.

Schedule 3.11(a)

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Schedule 3.11(b)

Condition of Major Equipment

None

Schedule 3.11(b)

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Schedule 3.12

Real Property

The status of title to the Real Property as of November 17, 2006, is set forth in the ALTA Owner’s Policy of Title Insurance dated November 17, 2006, issued by First American Title Insurance Company under Policy No. NCS-248500-1-MPLS, Proposed Easement Survey dated October 16, 2006, issued by Harry S. Johnson Co., Inc. as file number 1-3-7296E, ALTA Land Title Survey dated September 14, 2006, issued by Harry S. Johnson Co., Inc. as file number 1-3-7296, copies of which have been made available to Purchaser.2

The Real Property may be affected by that certain easement for water line purposes recorded as document number 74199 dated March 26, 1986 by and between North Star Steel as the Grantor and Northern States Power Company as the Grantee, and the Grantor of the easement may not have had rights in the property over which the easement was granted.

Seller is in contact with Xcel, the owner of the adjacent property across the street, regarding the water pipe and payment of water bills.

Seller has an easement interest in the Real Property described as Parcel 2 in Schedule 1.01(a).

2 NTD: These references will be updated to reference any current title commitment and survey obtained by Purchaser. Schedule 3.12

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Schedule 3.13

Rights to Real Property

Please see Schedule 3.12.

Schedule 3.13

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Schedule 3.14(a)

Environmental Matters

1. Please see matters disclosed in the Phase I Environmental Assessment, Ramsey/Washington Resource Recovery Facility, dated June 206 by McCain and Associates, Inc.

2. Matters disclosed in any environmental due diligence reports obtained by Purchaser.

3. Please see the quarterly Environmental Health Survey Reports on Industrial Hygiene by Applied Environmental Sciences, Inc. for 2013, 2014 and 2015.

Schedule 3.14(a)

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Schedule 3.14(c)

Environmental Permits and Registrations

1. Solid Waste Management Facility Permit No. SW-286 for Newport Resource Recovery Facility, issued by the Minnesota Pollution Control Agency on September 28, 2011, expires September 27, 2016.

2. 2015-2016 Solid Waste Facility License, Facility Number 1375, issued by Washington County Department of Public Health and Environment on June 30, 2015, expires June 30, 2016.

3. 2015-2016 Hazardous Waste Generator License, EPA ID MND120549308 issued by Washington County Department of Public Health and Environment on April 8, 2015, expires April 30, 2016.

5. NPDES/SDS Industrial Stormwater General Permit MNR050000 Notice of Coverage dated October 6, 2014, Permit ID MNR053BGL issued by the Minnesota Pollution Control Agency on April 5, 2015, expires April 5, 2020.

7. September 9, 1986 Storage Tank Registration, Site ID 4321, with the Minnesota Pollution Control Agency for 12,000 gallon diesel tank.

Schedule 3.14(c)

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Schedule 3.14(d)

Environmental Insurance

1. The Pollution Legal Liability Select Policy was endorsed on November 18, 2013 with respect to the Facility to alter the coverage period, Seller did not obtain the prior written approval of the counties to this endorsement.

2. The counties are not identified as named insureds under the Pollution Legal Liability Select Policy, and the Solid Waste Processing Agreement between Seller and the counties is not included in the Schedule of Insured Contracts Endorsement for the policy. Seller is in the process of obtaining the appropriate endorsements.

Schedule 3.14(d)

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Schedule 3.15

Permits and Licenses

None.

Schedule 3.15

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Schedule 3.16(a)

Intellectual Property

Seller has rights to use the following third-party computer software in the Business:

1. Microsoft Office 2007

2. Microsoft Office 2003

3. MP2

4. Adobe Acrobat Standard

5. Kaspersky

6. Securance

7. Netsuite

8. VM Ware

9. 1&1

10. TKDA

11. System Implementation Agreement for CompuWeigh by and between Paradigm Software, L.L.C. and Seller, as assignee of NRG Processing Solutions, LLC, dated October 27, 2000.

12. Purchase Agreement by and between Matrix Communications, Inc. and Seller, dated March 25, 2013 (includes maintenance and service terms).

Schedule 3.16(a)

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Schedule 3.16(b)

Intellectual Property

The following agreements require the consent of the other party to assign:

1. System Implementation Agreement for CompuWeigh by and between Paradigm Software, L.L.C. and Seller, as assignee of NRG Processing Solutions, LLC, dated October 27, 2000.

2. Purchase Agreement by and between Matrix Communications, Inc. and Seller, dated March 25, 2013 (includes maintenance and service terms).

Schedule 3.16(b)

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Schedule 3.17

Compliance with Processing Agreement

1. Please see Schedule 3.14(d).

2. Reports are due from time to time under the terms of the Processing Agreement and not all reports were certified. To Seller’s knowledge, all reports provided were accurate when provided.

Schedule 3.17

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Schedule 5.13(a)

Employees

1. Current Employees Listed Under Separate Cover. [To be updated on December 2, 2015 and December 30, 2015]

Schedule 5.13(a)

79916558.2 0039401-00010 BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 5D Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Health & Environment Judy Hunter 651-430-4031 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Judy Hunter Judy Hunter 651-430-4031

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approval of resolution on the financing structure for the acquisition of the Newport Facility, a financing structure, Washington County share of 27%, Washington County payment amount of $6,588,000 using solid and hazardous waste fund balance to pay its share of the acquisition cost.

BACKGROUND/JUSTIFICATION: The Ramsey/Washington County Resource Recovery Project Board (Project Board) has been conducting a policy evaluation on the future design of waste management in the East Metro area since 2013 including examining waste management technologies and policies with Project Board discussion and direction throughout the process. This work began at the same time as the current three-year Processing Agreement with Resource Recovery Technologies, LLC (RRT) - the current owner of the Newport Facility (refuse derived fuel processing facility). In that Agreement the Counties have an exclusive option to purchase the Newport Facility in 2015. At its meeting on August 27, 2015 the Project Board approved several resolutions related to purchase of the Facility. Both county finance departments, attorneys and Project Board financial consultants have been working on the financing struture for the facility purchase. A white paper is attached and was presented at the Project Board. Ramsey County is using general obligaation bonds and Washington County solid and hazardous waste fund balance to pay acquisition costs.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes Washington County Finance Committee, September 8, 2015 Washington County Board: 1/25/2011, 2/3/2015, 6/23/2015 various Project Board workshops and meetings

Budget Information

FUNDING: EXPLANATION OF FUNDS: Other Solid waste management service charge fund balance 114 FINANCIAL IMPACT:

YEAR:2015 AMOUNT: $6,588,000 BUDGETED: No

EXPLANATION OF BUDGET CHANGES: To purchase Washington County's share of the Newport Facility.

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: BOARD OF COUNTY COMMISSIONERS WASHINGTON COUNTY, MINNESOTA RESOLUTION NO.

DATE September 22, 2015 DEPARTMENT PHE/RRP MOTION SECONDED BY BY COMMISSIONER COMMISSIONER

Finance

Whereas, it is the stated policy of the State of Minnesota, under the Waste Management Act, to manage solid waste in an environmentally sound manner; and

Whereas, Ramsey and Washington Counties have in place County Solid Waste Management Master Plans (“Master Plans”) approved by the Commissioner of the Minnesota Pollution Control Agency; and

Whereas, since 1982 Ramsey and Washington Counties have implemented a joint program for researching, developing, and implementing the “Ramsey/Washington County Resource Recovery Project” (the “Project”), formerly called the “Ramsey/Washington Waste-to-Energy Project,” which has included reliance on the waste processing facility in Newport, MN (“Facility”) to recover resources from solid waste generated in the Counties; and

Whereas, during the period of 2013 – 2015 the Project has extensively analyzed and evaluated waste generation and management data, various waste management and conversion technologies, financial information, policy options and information gathered through an extensive public information and outreach program (the “Analysis and Evaluation”), and has established a vision for future waste management in the East Metro area, which, for 1

processing of waste, includes using the Facility as a foundation for future efforts to enable greater and improved recycling and recovery of resources from waste (the “Resource Recovery Vision”); and

Whereas, the Analysis and Evaluation and the Resource Recovery Vision show clear economic and environmental protection benefits to the East Metro area; and

Whereas, the Processing Agreement with RRT for provision of processing services at the Facility expires December 31, 2015, and Article 9 of the Processing Agreement provides that the Counties have an exclusive option to purchase the Facility during calendar year 2015; and

Whereas, The Project Board, on May 28, 2015 (Resolution 2015-RR-02) indicated strong interest in recommending that the Counties purchase the Facility, and directed staff to prepare the necessary documents and process for a financing structure for purchase of the Facility; and

Whereas, The Project Board has approved and recommended that the County Boards approve an Asset Purchase Agreement between Resource Recovery Technologies, LLC and Ramsey and Washington Counties; and

Whereas, the Project Board has approved and recommended that the County Boards approve the Amended and Restated Joint Powers Agreement for resource recovery; and

Whereas, the Project Board has approved and recommended a financing structure for acquisition and betterment of the Facility (Resolution 2015-RR-10; August 27, 2015).

Whereas, Washington County’s share of the purchase price is 27% or $6,588,000.

Now, Therefore, Be It Resolved, The Washington County Board Hereby approves the financing structure for the acquisition and betterment of the Facility located at 100 Red Rock Road in Newport, MN, said financing structure to include the following:

 Each County shall loan a proportionate share to the Ramsey/Washington Recycling and Energy Board sufficient to cover its share of total financing for the acquisition and betterment of the Facility, according to the following percentages: Ramsey County – 73%, Washington County – 27% (the “County Facility Loans”).Each County shall decide the manner that it will fund its respective County Facility Loan, which may include but not be limited to the use of existing cash reserves, the issuance of bonds and the use of bond sale proceeds, or a combination thereof. It is the understanding of the Counties that:

o Ramsey County issue General Obligation Solid Waste Facility Revenue Bonds (the “Facility Bonds”) to fund its proportionate share of the acquisition cost of the Facility.

o If the acquisition of the Facility occurs and is completed before the Facility Bonds are issued, Ramsey County’s general fund may advance funds to the solid waste fund. Ramsey County’s solid waste fund will in turn advance funds in a due to/from other governments arrangement to the Ramsey/Washington Recycling and Energy Board to be used to fund Ramsey County’s portion of the loan to the Ramsey/ Washington Recycling and Energy Board to pay RRT and acquire the facility at the time of acquisition. Upon receipt of the Facility Bond proceeds, Ramsey County will reimburse the solid waste fund and the solid waste fund, in turn, will reimburse Ramsey County’s general fund for the advance.

o Washington County will use solid and hazardous waste fund balance to fund its proportionate share of the acquisition cost of the Facility.

 The Ramsey/Washington Recycling and Energy Board shall be obligated to enter into such agreements as it deems appropriate, in its sole discretion, pursuant to which it will agree to repay the County Facility Loans from Facility revenues, County Environmental Charge funds and other available revenues on terms and conditions that match, or are otherwise consistent with, any terms and conditions of any bonds that either County may elect to issue to fund its County Facility Loan.

ATTEST: YES NO

COUNTY ADMINISTRATOR BEARTH BIGHAM KRIESEL MIRON COUNTY BOARD CHAIR WEIK

Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, MN 55101-2887 Tel: 651-223-3042 - Direct Fax: 651-268-5042 Mobile: 612-799-0203 [email protected] www.springsted.com

“WHITE PAPER” – FINANCING TERMS & CONDITIONS MEMORANDUM

TO: Ramsey Washington Resource Recovery Project Board Ramsey Washington Resource Recovery Project Staff

FROM: Barry W. Fick Senior Vice President

DATE: August 18, 2015

SUBJECT: Financing Terms, Conditions and Issue Awareness

General Financial Outline of Public Ownership – Debt Structure

The Ramsey Washington Resource Recovery Project Board (Board) has determined that public ownership of the current refuse-derived fuel solid waste processing facility in Newport, MN (the “Newport Facility”) is the preferred option for the Board to recommend that Ramsey and Washington County pursue.

This White Paper Memorandum outlines key issues to the financing option selected and terms and conditions related to the recommended financing option. In addition, this paper discusses finance related items that will be of importance in the operations of the Facility and providing funds for both operations and debt service payments that will be required to pay the principal and interest on the Ramsey County General Obligation Bonds that are expected to be issued to fund the acquisition of the Newport Facility.

There are a number of steps related to financing future processing efforts that will need to occur independently of the financing process. This includes revisions to the Joint Powers Agreement, agreement on a purchase price, labor and other contract transfers. In addition, if the Counties and the Project Board both own and operate the Facility, the opportunity exists under current law to adopt “Designation” ordinances that would mandate all Mixed Municipal Solid Waste (“MSW”) be delivered to the Newport Facility for processing. It is estimated that the use of Designation may increase the amount of Ramsey/Washington MSW delivered to the Newport Facility, which, along with deliveries from other counties, could help reduce the required charge per ton of MSW delivered, reducing the overall financial cost to consumers of the Facility.

1. The proposed financing package and responsibilities is outlined as follows: “White Paper” - Ramsey Washington Resource Recovery Project Financing Options Page 2

a. Ramey and Washington Counties each contribute a proportionate share for financing, at the agreed upon shares of Ramsey – 73%, Washington – 27%. b. Ramsey County will issue Solid Waste General Obligation Revenue Bonds to fund its proportionate share of the acquisition cost of the Newport Facility i. 25 year term for the bonds is recommended 1. Term could be shorter or longer, based on useful life of the Facility 2. A shorter term reduces interest cost, but requires higher annual debt service compared to a shorter term 3. A longer term increases interest cost, but requires lower annual debt service compared to a shorter term ii. The Purpose of the Bond issue is to fund the purchase, based on the agreed upon price with RRT iii. No capitalized interest funded 1. Payments for the debt are not funded with bond proceeds iv. Debt service payments on the bonds are made semi-annually 1. Interest payments are made semi-annually (2 times per year) 2. principal payments are made annually (1 time per year) v. Interest only payment for year 1 1. First two semi-annual payments consist of interest only vi. Principal begins year 2 1. Principal is paid annually 2. Principal is paid over 25 years vii. Level annual debt service expected, but alternatives to be considered include: 1. Deferred principal, which would lower principal payments in early years, increasing over time a. Provides extended period to stabilize operations, raise operating funds to pay debt service b. Increases overall interest cost of funding 2. Accelerated principal, which would require higher principal payments in early years, decreasing over time a. Provides additional debt capacity in future years for Facility improvements or funding new technology b. Reduces overall interest cost of funding viii. 10-year optional redemption 1. The Bonds can be repaid or refinanced without penalty after 9 – 10 years from the sale date ix. Credit Rating(s) are applied for to Nationally Recognized Credit Rating Agency 1. There are 3 main credit rating agencies a. Moody’s Investors Service b. Standard and Poor’s Rating c. Fitch Ratings 2. The County does not use all three rating agencies a. The market will be comfortable with using 2 rating agencies as follows:

“White Paper” - Ramsey Washington Resource Recovery Project Financing Options Page 3

i. Moody’s Investors Service ii. Standard and Poor’s b. Overall Ramsey County General Obligation rating agency history will help determine how many ratings to apply for x. Sell the Bonds using a competitive sale process 1. Prepare an Official Statement that is distributed to underwriters 2. Select a specific day and time to accept bids for the purchase of the Bonds 3. The qualified firm offering the lowest overall interest rate, measured by a “True Interest Cost” (“TIC”) rate is awarded the Bonds 4. The Bond financing is “closed” and funds delivered to Ramsey County approximately 3 – 4 weeks after the sale date of the Bonds. During this time, documentation will be prepared to outline the specific terms of the Bonds. 5. If desired, the winning bidder can be granted the option to purchase bond insurance at their own cost xi. Considering the use of “green bond” designation 1. Green Bonds are recognized by Moody’s Investors service 2. No definite rate advantage is currently apparent with a Green Bond designation, but investors are increasingly looking for this designation, helping expand the market for the bonds 3. Comply with the following guidelines to assure status as Green Bonds (copies attached with this White Paper): a. Green Bond Principles, 2015 – ICMA b. Statement of Investor expectations for the Green Bond market – a project of CERES

2. Washington County will directly fund its proportionate share of the acquisition cost to the Joint Powers Board to fund Washington County’s portion of the acquisition cost of the Newport Facility. a. Washington County will lend funds from its CEC Fund Balance to the Project Board for its share of the cost of acquisition; b. Washington County will be repaid on the exact same terms as the bonds issued by Ramsey County to fund its portion of the cost of acquisition; i. Coupons and yields would be the same ii. Annual principal would be a pro-rata share of bond principal iii. Covenants and all other terms would mirror Ramsey County bonds c. An internal loan will reduce or eliminate any issue of adverse effect on AAA credit rating of Washington County d. The Joint Powers Board (JPB) will be the owner of the Newport facility e. The JPB will receive funds to acquire the Newport Facility from Ramsey County and Washington County i. The net proceeds from a Ramsey County Solid Waste GO bond sale (after payment of fees and expenses) will be sufficient to fund the Ramsey County proportionate share of the Newport Facility.

“White Paper” - Ramsey Washington Resource Recovery Project Financing Options Page 4

ii. The funds lent by Washington County will be sufficient to fund the Washington County proportionate share of the Newport Facility. iii. The net proceeds will be transferred to the JPB and used by the JPB to purchase the Newport Facility. f. Joint Powers Agreement will specify the responsibilities of the JPB and Counties with regard to repayment of the bonds (among other things) i. The terms of the JPB with Ramsey County and Washington County for debt repayment will mirror the terms of the bonds, with identical terms and conditions of repayment applicable to each County. g. See Figure 1, at the end of this memo, which depicts the flow of funding for financing facility acquisition.

3. The flow of funds financing mechanism for debt service is expected to include: a. The flow of funds to pay debt service will generally be as follows: i. from consumers/waste generators to haulers as part of their bill for services; ii. from haulers to the JPB as part of the Facility tip fee; iii. to the JPB as operator of the Facility; iv. to the Bond Trustee prior to the semi-annual debt service payment date; v. to DTC for payment to bondholders This is depicted in Figure 2, shown at the end of this memo. The specific flow of funds may vary if a specific City, Town or other political subdivision in either Ramsey or Washington County has adopted organized municipal collection of MSW generated by residents of that political subdivision, and the local government pays the tipping fee directly to the Facility. b. The revenue sources that will be pledged to payment of debt service include: i. Tipping fees by haulers at the Facility ii. County Environmental Charge (“CEC”) iii. Ramsey County Ad Valorem Property Tax levy (for bond issued by Ramsey County) iv. Bond insurance proceeds (if purchased by winning bidder for bonds) v. Proceeds from sale of the Facility to a third party vi. Proceeds from insurance in the event of damage or destruction to the Facility vii. Proceeds from condemnation or other compensated taking of the Facility

The primary source of revenue for payment of debt service is expected to be from Facility revenue, including tipping fees and CEC fees. The use of Ramsey County tax levy funds would be a back-up option and is not expected to be needed.

4. There will be certain “post-sale” requirements that the Bonds will be subject to. a. Both Ramsey and Washington Counties are currently subject to and in compliance with the post-sale requirements. b. Any administration costs that either Ramsey or Washington County incurs as a result of monitoring, administering and maintaining compliance with the JPB and

“White Paper” - Ramsey Washington Resource Recovery Project Financing Options Page 5

the Newport Facility may be included as operating costs that are billed to the JPB and reimbursed to each County, upon proper documentation. c. Compliance with Post-Sale requirements noted above must be prepared and reported regularly. The primary items to report information on include: d. Arbitrage Rebate measuring and compliance i. Arbitrage is a federal tax limitation that limits earnings on unspent bond proceeds to no more than the yield on the bonds. In recent years, it has not been an issue since investment of funds rates are below bond yields. Regardless, it must be calculated and periodic reports (every 5 years) filed with the US Treasury reporting the positive or negative arbitrage earned. e. Post-Sale Compliance Policies i. The JPB will need to adopt post-sale compliance policies (or delegate to Ramsey County the post-sale compliance obligation) to ensure that the bonds remain tax-exempt at all times after the sale. These will include records retention, private use measurement, tax exemption compliance, and others. f. Continuing Disclosure i. Continuing disclosure is a requirement that information included in the original Official Statement be updated not less than annually and filed with the Electronic Municipal Market Access (EMMA) database. This database provides investors with information on pricing, credit rating, annual financial information, and other aspects of the bonds. Ramsey County already is subject to continuing disclosure filing on other debt, so this will likely be a minimal additional burden, but is one that must be complied with.

5. The acquisition of the Facility is likely to occur and be completed before the bond sale has occurred. This can be accommodated in the finance plan through a variety of methods. a. Ramsey County may advance funds (in the form of an account due/payable) to the JPB to be used to pay RRT and acquire the facility at the time of acquisition. i. Ramsey County would be reimbursed from bond proceeds for the funds advanced to the JPB after closing on the Bonds sold to finance the acquisition. ii. Ramsey County funds could come in part from accumulated CEC funds and in part from General County funds. iii. The advance of funds should be consistent with Ramsey County policy related to funding capital improvements from available fund balances. b. Washington County can provide its share of funding at the time the Facility is acquired by the JPB from accumulated funds. c. Any advance to JPB to acquire the Facility should be evidenced by a note or other evidence of indebtedness. d. The terms of the indebtedness should be consistent with market terms and interest rates for similar credits, including a defined repayment schedule. e. The terms of the Washington County advance would be preliminary and finalized and adjusted upon the sale of Ramsey County Bonds that complete the permanent funding of the Newport Facility.

“White Paper” - Ramsey Washington Resource Recovery Project Financing Options Page 6

6. External effects of using the proposed structure should be considered by both Ramsey County and Washington County. These include possible effect on other debt issues of each County. Examples of these matters and how to mitigate their possible negative effect include the following: a. The recommended financing plan includes Washington County providing its proportionate share of the acquisition funds as a loan from Washington County from accumulated funds i. The terms of the repayment to Washington County should be the same as the terms of the bonds (coupons, term, etc.) received by Ramsey County on the competitive sale of bonds to fund Ramsey County’s proportional share of the acquisition cost. b. Explain how the counties’ respective general obligation pledges would be affected by the transaction, and the risk of ever needing to use property tax levy revenue. i. Ramsey County’s GO pledge would be a back-up pledge for payment of debt service on the bonds. This is unlikely to result in any adverse effect on the overall general obligation pledge of Ramsey County because: 1. The amount of payment will be required only after a number of other payment sources have been used 2. The amount of the payment will be very small compared to the County’s overall debt service requirements. 3. The actual debt service will be funded from operations at the Facility and no tax revenue is anticipated to be needed for debt service. Washington County is not issuing any debt to fund its proportionate share of the Newport Facility Acquisition. With no debt issued, there is no effect on the general obligation pledge capacity of Washington County for funding its proportionate share of the acquisition. c. Explain how this financing would affect the financial rating/GO limits for each of the counties. i. Ramsey County’s GO pledge would be a back-up pledge for payment of debt service on the bonds. This is unlikely to result in any adverse effect on the overall financial credit rating of Ramsey County because: 1. The amount of debt will be very small compared to the County’s overall debt capacity. 2. The actual debt service will be funded from operations at the Facility and no tax revenue is anticipated to be needed for debt service. ii. Washington County is not issuing any debt to fund its proportionate share of the Newport Facility Acquisition. With no debt issued, there is no effect on the financial credit rating of Washington County for funding its proportionate share of the acquisition. 1. The only potential risk to the credit rating of Washington County would be indirect due to a reduction in liquidity 2. That liquidity reduction would be partially offset by the addition of a loan receivable representing the obligation of the JPB to repay Washington County the funds loaned for the acquisition.

“White Paper” - Ramsey Washington Resource Recovery Project Financing Options Page 7

Prior to any issuance of any debt, Springsted would prepare an independent analysis of the possible effect on the issuing County’s credit rating using projected figures for the bond sizing. The results of this analysis will be shared with Project Board staff and County staff of both Counties. Springsted would also undertake general discussions with credit rating agencies to determine their perspective on the possible effect of a bond issue on the credit rating of the issuer County and take their perspective into account in finalizing the type of issue and structure of issue recommendations for either acquisition of the Newport Facility or financing of capital improvements issued with or after the acquisition.

7. To maintain tax exempt status on the Bonds, there will be limitations on the use of the Facility by non-government users. Referred to generally as “private use” and “private benefit” restrictions, they are of importance if the Project Board would engage a private firm to operate the Facility over a period of time, subject to complex Internal Revenue Code limitations on contracting for service at the Facility. This is not likely to be an issue so long as the Facility is owned by the JPB and operated by Ramsey County employees. In addition, there is a level of private use allowed that would enable the Project to initially operate using a private operator. A separate legal analysis has been prepared that provides more information on the detail of this matter.

Contemplated Financing Structure: Recommendation and Process

In the interest of providing the most straightforward method, Springsted recommends that funding for the acquisition be conducted using long term fixed rate debt. This provides the lowest cost financing solution and does not require the ongoing monitoring as some of the other options would require (particularly short term and variable rate financing options).

The timing of implementation will depend on the frequency of JPB and County Board meetings and the need to comply with notice and publication requirements for a bond sale. We estimate that once a decision is reached on the type of financing, the financing could be completed in a period of 12 – 20 weeks (3 – 4 months). This incorporates the Ordinance process and “reverse referendum” time period required under the Ramsey County Ordinance process.

We recommend using a competitive sale process since the Bonds would be issued as General Obligation Revenue Bonds. Both Ramsey and Washington County have extremely strong credit ratings and regularly successfully market bonds using a competitive sale process. The sale of the Solid Waste Bonds on a competitive basis is consistent with prior practice of the County.

Following discussions with the Finance departments of both counties, Springsted recommends that Ramsey County issue bonds to fund its proportionate share of the acquisition and that Washington County lend available County funds to the JPB to fund its proportionate share of the acquisition..

At this time Springsted anticipates that the Facility would be jointly owned by the Counties through the joint powers board.

“White Paper” - Ramsey Washington Resource Recovery Project Financing Options Page 8

The expected structure for the bonds to be issued to acquire the Newport facility would be as follows:

x Issuer of debt: Ramsey County (approx. 73% of acquisition cost + issue costs) x Fund Balance Loan: Washington County (approx. 27% of acquisition cost + issue costs) x Facility Owner: Joint Powers Board of Ramsey and Washington Counties x Fixed Rate Bonds x Term of 25 years x Security for debt service payment: Project revenues x Tip fee x CEC fees General Obligation pledge of Ramsey County (back-up for its bonds only) Optional Debt Service Reserve (whole or partial) Bond Insurance (if acquired by bond purchaser) x Competitive sale x Credit Rating obtained from Moody’s Investors Service and Standard and Poor’s Ratings x Consider qualifying the bonds for “Green Bond” status to enhance market demand

Potential Key Joint Powers Agreement Terms

Should agreement on pricing and terms of transfer for the Newport Facility to the Project Board, the Option to Purchase would be exercised, the Joint Powers Agreement (JPA) will need to be amended. Key financial items to consider for the JPA (Parties: Ramsey and Washington):

x Provide for the payment into and disbursement of public funds to carry out the purposes of the JPA x Provide for the strict accountability and reporting of all funds and receipts x Waste assurance obligations by each County x Debt repayment obligations x Process for disposition of any property acquired through JPA x Process for return of surplus funds upon completion of the JPA in proportion to the contributions of the counties x Joint Powers Board pledges revenues from operation of the Facility to the repayment of Ramsey County’s bonds x Joint Powers Board pledges revenues from operation of the Facility to the repayment of Washington County’s loan

Projections for Newport Facility Acquisition Financing Debt Service

Springsted will prepare and provide to the Project Board at its August meeting a financial feasibility debt service schedules for the amount of funding needed for acquisition of the Newport Facility.

“White Paper” - Ramsey Washington Resource Recovery Project Financing Options Page 9

That schedule will be prepared reflecting a General Obligation pledge. . The basic parameters will include:

x Net proceeds equal to the purchase price delivered to fund acquisition x Underwriter fee at 1.25% x 25 year amortization of principal x No capitalized interest x No debt service reserve x Interest only for year 1 x Principal begins in year 2 x 10-year optional redemption at par

The schedule to be provided will show the total cost to the JPB, with debt service payments made for the Ramsey County Bonds, and the Washington County loan, use the same terms and conditions. This figure is subject to change as interest rates change and will be different than the projection when the bonds are issued.

The interest rates used in the projection will be based on Ramsey County’s credit rating and general obligation pledge. We will increase the rates above current market rates by approximately ¼% to reflect possible market rate increases that may occur at the time the bonds are expected to be brought to market.

Designation and Bonding: The issuance of bonds to finance the acquisition of the Newport Facility is not contingent on Waste Designation being completed and adopted prior to the issuance of the debt. The security for the bonds does not depend on Waste Designation being implemented and complied with by generators of municipal solid waste. This is because of use of the GO backup for the bond issuance, the anticipated obligations of Washington County in a revised and updated Joint Powers Agreement, and the ability of the Counties to utilize their County Environment Charges (CECs) to subsidize the tip fee at the Facility to incentivize waste deliveries in the absence of Waste Designation, if needed.

Schedule of Events – Projected

Springsted has prepared a preliminary Schedule of Events that outlines many of the tasks and critical dates for issuance of debt to fund the acquisition of the Newport Facility. This schedule is subject to change. It includes approximate dates for a number of events, which are subject to change in their occurrence for a variety of reasons outside the control of the County Staff. As the schedule of meetings is updated, the Schedule of Events will be updated also.

“White Paper” - Ramsey Washington Resource Recovery Project Financing Options Page 10

Figure 1

Figure 2

SCHEDULE OF EVENTS Ramsey County, MN General Obligation Revenue Solid Waste Facility Bond, Series 2015

June 2015 July 2015 August 2015 S M T W Th F S S M T W Th F S S M T W Th F S 123456 1234 1 7 8 9 10 11 12 13 5 6 7 8 9 10 11 2 3 4 5 6 7 8 14 15 16 17 18 19 20 12 13 14 15 16 17 18 9 10 11 12 13 14 15 21 22 23 24 25 26 27 19 20 21 22 23 24 25 16 17 18 19 20 21 22 28 29 30 26 27 28 29 30 31 23 24 25 26 27 28 29 30 31

September 2015 October 2015 November 2015 S M T W Th F S S M T W Th F S S M T W Th F S 12345 123 1234567 6 7 8 9 1011124 5 6 7 8 9 108 9 1011121314 13 14 15 16 17 18 19 11 12 13 14 15 16 17 15 16 17 18 19 20 21 20 21 22 23 24 25 26 18 19 20 21 22 23 24 22 23 24 25 26 27 28 27 28 29 30 25 26 27 28 29 30 31 29 30

Date Event Responsible Party May 28, 2015 Ramsey Washington Resource Recovery Project Board adopts Public RRP Ownership Resolution 2015 – RR – 2

Aug 19 – Aug 24, 2015 Ramsey Wash Project Board staff and Ramsey County Finance approve R&W, SI bond structure; SI begins preparation of Terms of Proposal.

Aug 19 – Aug 24, 2015 Prepare ordinance/resolution language for Ramsey County Board approval. K&G, SI Develop, discuss and prepare Bond Structure for Ramsey County consideration

August 27, 2015 Ramsey Washington Resource Recovery Project Board Meeting – Considers RRP, SR, K&G, SI Exercise of Purchase Option/Purchase Agreement, makes financing recommendations

September 7, 2015 LABOR DAY HOLIDAY

September 8, 2015 Washington County Finance Committee considers use of fund balance loan RC, WC, PBS, SR, SI, to Joint Powers Board Foth

September 9, 2015 Draft Ordinance and documentation for first reading and setting the public RC, K&G SI hearing date due to Ramsey County Manager

September 15, 2015 Request materials from Ramsey County for Offering Document (use most recent County OS with update needed primarily for Resource Recovery Project

SPRINGSTED Ramsey County, MN and County of Washington, MN Resource Recovery Bonds Schedule of Events Page 2

Date Event Responsible Party September 22, 2015 Washington County – acts on County Fund Balance financing option Ramsey, Washington

Ramey County Set public hearing date on Bonding ordinance (Oct 13) First reading of bond ordinance

Ramsey & Washington County – both counties consider Option to purchase The Purchase Agreement Joint Powers Agreement Designation process Financing Arrangements

September 29, 2015 Documentation Due to Ramsey County Manager for second reading and public hearing in bonding ordinance process October 7, 2015 Documentation Due to Ramsey County Manager for next step in bonding ordinance process October 8, 2015 Receive information from Counties for OS preparation PBS, SI

October 13, 2015 Ramsey County Ramsey Public Hearing on Bond ordinance Second reading of Bonding ordinance

October 20, 2015 Ramsey County Ramsey Adoption of Bonding ordinance

October 22, 2015 Joint Powers Board Meeting Ramsey Washington, Approval of 2016-2017 JPB Budget and all other parties Recommendation on JPB budget and 2016 – 2017 County Contributions

October 28, 2015 Expected Publication date of Ramsey County Bonding Ordinance. Ordinance Ramsey becomes effective after 60 days (Referendum Petition requirement)

October 29, 2015 First draft of Preliminary Official Statement sent to Project staff and County SI Staff and to Bond Counsel for review.

November 5, 2015 Comments to Springsted on first draft of Preliminary Official Statement (no R&W, BC later than noon)

November 10, 2015 Ramsey and Washington County Boards R&W Ratification of 2016 – 2017 Joint Powers Budget & County contributions November 11, 2015 Veterans Day Holiday November 12, 2015 Second draft of Preliminary Official Statement sent to Counties’ Staff and to SI Bond Counsel for review.

November 17, 2015 Comments to Springsted on second draft of Preliminary Official Statement RRP, BC (no later than noon)

SPRINGSTED Ramsey County, MN and County of Washington, MN Resource Recovery Bonds Schedule of Events Page 3

Date Event Responsible Party Documentation regarding bond sale authorization due to Ramsey County November 18, 2015 Manager

November 26 - 27, 2015 Thanksgiving Holiday

December 1, 2015 Ramsey County Board considers Resolution authorizing bond sale. RC

December 1, 2015 Posting of Preliminary Official Statement and application for rating forwarded SI to rating agencies.

Week of December 7, 2015 Rating conference (Moody’s) held for the Bonds, time TBD. R&W staff, Moody’s, SI

Rating conference (S&P) held for the Bonds, time TBD. R&W staff, S&P SI

December 12, 2015 Ordinance becomes effective (60 days after publication). Referendum period RC is closed.

December 25, 2015 Christmas Holiday Form of Award Resolution delivered to the County. BC

Week of December 28, 2015 Receipt of ratings on the Bonds. Moody’s, S&P

January , 2015 Competitive Sale conducted. R, SI

January , 2015 County Board approve sale results. R

FINANCING TEAM Issuer – Ramsey County RC Washington County WC Resource Recovery Project Board ------RRP Resource Recovery Project Board Staff PBS Municipal Advisor – Springsted Incorporated ------SI RRP Counsel - Stoel Reeves SR RRP Engineering Firm - Foth Foth Bond Counsel – Kennedy & Graven ------K&G Auditor – State of Minnesota, Office of the State Auditor ------Rating Agency – Moody’s Investors Service ------MnAud Rating Agency – Standard & Poor’s Ratings Services ------Moody’s S&P

SPRINGSTED BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 5E Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Public Health & Environment Judy Hunter 651-430-4031 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Judy Hunter Judy Hunter 651-430-4031

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approval of resolution directing amendments to the Washington County Solid Waste Master Plan be prepared to address waste designation, directing staff to work with Ramsey County to jointly develop a waste designation plan, direct staff to bring the designation plans before the County Board for consideration in concert with Ramsey County's planning process and state intent that the implementation of any Waste Designation Plan be conditioned upon the Ramsey/Washington Recycling and Energy Board purchase and operation of the Resource Recovery Facility.

BACKGROUND/JUSTIFICATION: The Ramsey/Washington County Resource Recovery Project Board (Project Board) has been conducting a policy evaluation on the future design of waste management in the East Metro area since 2013 including examining waste management technologies and policies with Project Board discussion and direction throughout the process. This work began at the same time as the current three-year Processing Agreement with Resource Recovery Technologies, LLC (RRT) - the current owner of the Newport Facility (refuse derived fuel processing facility). In that Agreement the Counties have an exclusive option to purchase the Newport Facility in 2015. At its meeting on August 27, 2015 the Project Board approved several resolutions related to the purchase of the Facility. In its most recent decision on the issue of waste designation, the United States Supreme Court has allowed political entities to designate waste to facilities which the political entity owns and operates. With the Recycling and Energy Board purchase of the Newport Facility waste designation by both counties would provide the most viable option for insuring waste delivery to the Facility.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes

Washington County Board: 1/25/2011, 2/3/2015, 6/23/2015 Various Project Board workshops and meetings Budget Information

FUNDING: NA

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: BOARD OF COUNTY COMMISSIONERS WASHINGTON COUNTY, MINNESOTA RESOLUTION NO.

DATE September 22, 2015 DEPARTMENT PHE/RRP MOTION SECONDED BY BY COMMISSIONER COMMISSIONER

Designation

Whereas, it is the stated policy of the State of Minnesota, under the Waste Management Act, to manage solid waste in an environmentally sound manner; and

Whereas, Ramsey and Washington Counties have in place County Solid Waste Management Master Plans (“Master Plans”) approved by the Commissioner of the Minnesota Pollution Control Agency; and

Whereas, since 1982 Ramsey and Washington Counties have implemented a joint program for researching, developing, and implementing the “Ramsey/Washington County Resource Recovery Project” (the “Project”), formerly called the “Ramsey/Washington Waste-to-Energy Project,” which has included reliance on the waste processing facility in Newport, MN (“Facility”) to recover resources from solid waste generated in the Counties; and

Whereas, the Counties have entered into a Joint Powers Agreement for the Resource Recovery Project, dated December 2006; and

through an extensive public information and comment program (the “Analysis and Evaluation”), and has established a vision for future waste management in the East Metro area, which, for processing of waste, includes using the existing resource recovery facility in Newport as a foundation for future efforts to enable greater and improved recycling and recovery of resources from waste (the “Resource Recovery Vision”); and

Whereas, The Project Board, on May 28, 2015 (Resolution 2015-RR-02) indicated strong interest in recommending that the Counties purchase the Facility and directed staff to prepare amendments to the existing Joint Powers Agreement; and

Whereas, The Project Board has approved and recommended that the County Boards approve an Asset Purchase Agreement between Resource Recovery Technologies, LLC and Ramsey and Washington Counties; and

Whereas, the Project Board has approved and recommended that the Counties Boards enter into an Amended and Restated Ramsey/Washington Recycling and Energy Board Joint Powers Agreement; and

Whereas, Minn. Stat. § 473.803 sets forth the requirements for metropolitan County Master Plans and includes specific elements for counties proposing designation to a resource recovery facility and Minn. Stats. §115A.80 - §115A.893 sets forth the requirements for implementing waste designation in Minnesota including the initial step of submitting a designation plan; and

Whereas, the Project Board has recommended that the Counties amend their respective County Master Plans to address the statutory elements required for counties to enact designation, and that Counties jointly develop a Waste Designation Plan and submit to the MPCA for approval (Resolution 2015-RR- 11; August 27, 2015).

Now, Therefore, Be It Resolved, the Washington County Board of Commissioners hereby directs that amendments to the Washington County Solid Waste Master Plan be prepared to address the statutory elements required to enact waste designation, and that Washington County work with Ramsey County to jointly develop a Waste Designation Plan.

Be It Further Resolved, The County Board directs that these plans be brought before the County Board for consideration in concert with Ramsey County’s planning process.

Be it Further Resolved, The County Board states its intent that the implementation of any Waste Designation Plan be conditioned upon the Ramsey/Washington Recycling and Energy Board purchase and operation of the Resource Recovery Facility.

ATTEST: YES NO

COUNTY ADMINISTRATOR BEARTH BIGHAM KRIESEL MIRON COUNTY BOARD CHAIR WEIK

August 20, 2015

To: Resource Recovery Project Board

From: Joint Staff Committee

Re: Waste Designation Recommendation

In its most recent decision on the efficaciousness of designation, the United States Supreme Court has allowed political entities to designate waste to facilities which the political entity owns and operates. Therefore, if the counties purchase the assets of and operate the Resource Recovery Facility, waste designation would be the most viable option for insuring waste delivery to the Facility. In order to implement waste designation there are a number of steps that Ramsey and Washington Counties (Counties) should soon begin. Stoel-Rives has previously provided information about waste designation for Project Board workshops, and will continue to assist the counties in this process. Action by the counties is needed to start the designation process.

In 2007, the U.S. Supreme Court determined local jurisdictions could enact “waste designation” or “flow control” regulations without violating the dormant Commerce Clause of the U.S. Constitution so long as the designated facilities were publicly owned and operated. Once a local jurisdiction has solved the public ownership requirement as directed by the Supreme Court, Minnesota Statutes §§ 115A.80-115A.893 provide for the process of designating waste under Minnesota state law.

The first step in implementing designation in Minnesota is to seek review of a designation plan by the Minnesota Pollution Control Agency (“MPCA”). Before the MPCA may approve a designation plan, the county (or counties) seeking to implement designation must have an approved and consistent Solid Waste Master Plan (“Master Plan”) in place. Metropolitan County Master Plans, in turn, need to be consistent with the Metropolitan Solid Waste Management Policy Plan (“Policy Plan”). The current Policy Plan contemplates use of waste designation by Metropolitan Counties. However, the current Ramsey and Washington County Master Plans are focused on the use of a private, merchant system and need to be revised to include statutory elements required for counties seeking to enact designation, before a designation plan can be approved.

Proposed Timeline and Process Staff recommend that Ramsey and Washington Counties first proceed through a coordinated process to amend their respective Master Plans to address designation and then use that analysis to inform the development of a joint waste designation plan. County Board action by each county is needed to start the Master Plan amendment process, and development of a joint waste designation plan.

The Counties anticipate that a draft Joint Designation Plan will be submitted to MPCA staff for preliminary review shortly after submission of the Master Plan amendments to the MPCA, but potentially prior to formal approval of the amendments to the Master Plan by the MPCA. The Counties will not formally commence with the designation process outlined in Minn. Stat. §115A.85 until approval of the Master Plan amendments by MPCA as well as the Designation Plan.

It will take 12 to 24 months to conduct the analytical work, gather public input, seek MPCA’s review and approval on both the Master Plan amendments and Joint Designation Plan, and move through the steps to implementation.

The following graphic was provided by Stoel Rives in September 2014, and outlines the general timeline and sequence of events for the Designation process:

Planning work would begin in late 2015, and proceed through most of 2016. Most of 2017 would include steps necessary to implement designation.

It should be noted that the MPCA intends to revise the Metropolitan Solid Waste Policy Plan during 2016. Once adopted, metropolitan counties have nine months in which to revise their Master Plans. If the MPCA completes its plan in 2016, then the Counties would be revising their Master Plans in 2017. After consulting with the MPCA, staff recommend moving forward to amend the current plans to provide for waste designation, and not wait for the 2017 revisions. There are two reasons: The amendments are not complicated, and the MPCA’s timeline for producing the Policy Plan revisions could change.

Recommendation The Project Board is requested to recommend that the Counties amend their respective County Master Plans to address the statutory elements required for counties to enact designation, and that Counties jointly develop a Waste Designation Plan and submit to the MPCA for approval.

BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 6 Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Administration June Mathiowetz 651-430-6016 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Kevin Corbid Kevin Corbid 651-430-6003

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Approval of resolution conveying the Palmer Property to the City of Stillwater and approval of a conservation easement to be placed on the property.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Board No TIME NEEDED: 5 IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: In January of 2014, the County purchased the former Palmer property located at Hwy 96 and Manning Avenue for $200,000. The purpose of the purchase was twofold: 1) to create public park space; and 2) protect a stretch of Brown's Creek and its wetlands. The intent and agreement at the time of purchase was to convey the property to Stillwater Township in exchange for $116,000. The County Board agreed to commit $84,000 in Land and Water Legacy funds toward the project to protect it and place a conservation easement on the property. On September 15, 2015 the agreement the Township had with the County was assigned to the City of Stillwater. At the same time, the City also approved the attached conservation easement. The next step toward finalizing this project is to receive County approval for the transfer of the property to the City upon the payment from the City and approval of the conservation easement which will allow the County to then transfer the deed for the property to the City of Stillwater in exchange for payment of $116,000. Staff recommend approval of this conservation easement and the transfer of the property to the City.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes County Board presentation of project concept (7-23-13); Executive Session to determine LWLP contribution (8-27-13); County Board and Stillwater Township sign an agreement (10-1-13); County purchases Palmer property (1-23-14); Stillwater City Council approves Assignment of Agreement and Conservation Easement (9-15-15);

Budget Information

FUNDING: NA Approvals COUNTY ATTORNEY: COUNTY ADMINISTRATOR: Rick Hodsdon Molly O'Rourke

RECOMMENDATIONS: Approved RECOMMENDATIONS: Approved COMMENTS: COMMENTS: BOARD OF COUNTY COMMISSIONERS WASHINGTON COUNTY, MINNESOTA RESOLUTION NO.

DATE September 22, 2015 DEPARTMENT ADMINISTRATION MOTION SECONDED BY BY COMMISSIONER COMMISSIONER

RESOLUTION TO APPROVE CONSERVATION EASEMENT AND CONVEYANCE OF PALMER PROPERTY TO THE CITY OF STILLWATER

WHEREAS, pursuant to Minnesota Statute Chapter 84C and Minnesota Statute Section 394.25, Washington County is authorized to acquire and improve land and interests in land for the purpose of preserving open space, including natural and scenic areas and agricultural land; and

WHEREAS, Washington County has enacted the Acquisition of Development Rights Ordinance #175 to establish a program for the preservation of open space, parks and public water, commonly referred to as the Land and Water Legacy Program and has established the policies, rules and official controls governing such acquisitions; and

WHEREAS, Washington County issues general obligation bonds to acquire land and interests in land to provide long-term stable funding for the purchase of development rights in the form of conservation easements pursuant to the passage of the November 2006 Ballot Question: Preservation of Water Quality, Woodlands and Other Natural Areas; and

WHEREAS, Minnesota Statute Section 373.40 includes conservation easements obtained under the auspices of Chapter 84C as a defined capital improvement and authorizes the purchase of conservation easements with bond proceeds; and

WHEREAS, Washington County has determined that the subject property referred to as the Palmer Property and described later in this resolution, meets the requirements of the Land and Water Legacy Program and that the Washington County Board of Commissioners considers the proposed land to merit protection; and

WHEREAS, in 2013 the County and Stillwater Township entered into an agreement to acquire the Palmer Property for road and park purposes and subsequently in an agreement approved September 15, 2015 Stillwater Township assigned its rights to purchase the property under the agreement to the City of Stillwater; and,

WHEREAS, based on the terms of the agreement the City of Stillwater will pay to Washington County $116,000 to acquire the property and a conservation easement will be placed on the property; and,

WHEREAS, the Washington County Board on October 1, 2013 approved the purchase of the Palmer Property and a contribution of $84,000 in Land and Water Legacy Funds towards the total purchase price of $200,000 and has completed the purchase of the property and is currently the fee owner of the property; and

WHEREAS, a conservation easement has been developed and approved by the City of Stillwater at its September 15, 2015 meeting; and

WHEREAS, the county will retain right of way on the western border of the property and the northern border of the property for future road improvements to Manning Avenue and Highway 96; and

WHEREAS, the conservation easement will protect the area of the property that borders Browns Creek while allowing active recreation and park activities on the westerly portion of the property that is outside of the average wetland buffer area required by the watershed district; and

NOW, THEREFORE, BE IT RESOLVED, that the Washington County Board of Commissioners hereby authorizes its Chairperson and Administrator to execute on behalf of the County any and all documents necessary to transfer the Palmer Property to the City of Stillwater upon the delivery of the $116,000 payment required of the City; and

BE IT FURTHER RESOLVED, that the Washington County Board of Commissioners authorizes its Chairperson and Administrator to execute on behalf of the county the conservation easement and any and all other documents necessary to accomplish the purchase of this conservation easement over the property legally described as follows:

LEGAL DESCRIPTION

That part of the Northwest Quarter of the Northwest Quarter of Section 19, Township 30, Range 20, Washington County, Minnesota, described as follows: Beginning at the most Westerly corner of Outlet A, RANDOM CREEK RANCHETTES, according to the record plat thereof, said Washington County; thence North 89 degrees 46 minutes 55 seconds East, assumed bearing, along the North line of said Outlet A, a distance of 137.87 feet; thence North 18 degrees 03 minutes 14 seconds West 223.97 feet; thence North 0 degrees 35 minutes 10 seconds West 280.00 feet; thence North 9 degrees 57 minutes 57 seconds East 480.01 feet to the North line of said Northwest Quarter of the Northwest Quarter; thence South 89 degrees 46 minutes 55 seconds West, along said North line 818.50 feet to the Northwest corner of said Northwest Quarter of the Northwest Quarter; thence South 1 degree 46 minutes 18 seconds East along the West line of said Northwest Quarter of the Northwest Quarter 966.00 feet to the intersection with the Westerly extension of the North line of Lot 2, Block 1, said RANDOM CREEK RANCHETTES; thence North 89 degrees 46 minutes 55 seconds East along said extended line and along the North line of Lots 2 and 3, said Block 1, a distance of 639.97 feet to the point of beginning.

EXCEPTING Parcel 12 of WASHINGTON COUNTY HIGHWAY RIGHT OF WAY PLAT NO. 175 – C.S.A.H. 15, on file and of record in the Office of the County Recorder, Washington County, Minnesota; and,

EXCEPTING the North 100 feet of said tract which lies easterly of Parcel 12 of WASHINGTON COUNTY HIGHWAY RIGHT OF WAY PLAT NO. 175 – C.S.A.H. 15.

ATTEST: YES NO BEARTH COUNTY ADMINISTRATOR BIGHAM

KRIESEL MIRON

WEIK COUNTY BOARD CHAIR

AGREEMENT BETWEEN WASHINGTON COUNTY AND THE TOWNSHIP OF STILLWATER

LAND ACQUISITION FOR ROAD AND PARK PURPOSES

This Agreement is made and entered into by and between Washington County, hereinafter referred to as “County” and the Township of Stillwater, hereinafter referred to as the “Township,” both parties are governmental and political subdivisions of the State of Minnesota.

WHEREAS, the County and Township desire to acquire interests in parcels of land located at the southeast corner of the intersection of State Highway 96 and County Road 15, referred to as the “Palmer Property”; and

WHEREAS, the County desires to acquire a portion of the Palmer Property for right-of-way for road and trail purposes and the Township desires to acquire a portion of the Palmer Property for park purposes; and

WHEREAS, pursuant to Minnesota Statute Chapt. 84C, Minnesota Statute Section 373.40 and Minnesota Statute Section 394.25, the County is authorized to acquire and improve land and interests in land for the purpose of preserving open space, including natural and scenic areas and agricultural land, and pursuant to Minnesota Statute Section 398.32 the County is authorized to expend funds and to cooperate with other governmental subdivisions to affect the creation of outdoor public recreational areas; and

WHEREAS, the County has enacted the Acquisition of Development Rights Ordinance #175 to establish a program for the preservation of open space, parks and public water, commonly referred to as the Land and Water Legacy Program and has established the policies, rules and official controls governing such program; and

WHEREAS, the County has issued general obligation bonds to acquire land and interests in land to provide funding to purchase interests in land to further the purposes of the Land and Water Legacy Program; and

WHEREAS, Washington County Board of Commissioners has determined that the Palmer Property meets the criteria and purposes of the Land and Water Legacy Program; and

WHEREAS, Minnesota Statute Section 368.01 authorizes the Township to acquire, maintain and manage land for park purposes;

WHEREAS, pursuant to Minnesota Statutes 471.59, two or more governmental units, by agreement entered into through action of their governing bodies, may jointly exercise any power common to the contracting governmental units; and

WHEREAS, each party represents it is duly qualified and authorized to enter into this Agreement and will comply with its respective obligations and responsibilities as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties agree as follows:

I. County and Township Duties and Responsibilities The County and Township will work jointly to purchase fee title to approximately seventeen (17) acres of land owned by Central Bank and referred to as the “Palmer Property” in Stillwater Township in accordance with the duties and responsibilities laid out in this section.

A. The County will purchase fee title to the land generally depicted on the map in Exhibit A and specifically identified with parcel identification numbers 1903020220007 and 1903020220002.

B. Subsequent to the purchase the County will retain ownership to a strip of land forty two (42) feet in width along County Road 15 to be used for future road and trail purposes. The land, which is approximately .4 acres and is generally depicted in Exhibit A and referred to as Highway Right-of-Way, shall be depicted by separate survey, plat or other drawing provided by the County.

C. The County shall convey to the Township the remainder of the land generally depicted in Exhibit A and referred to as the Parkland and Natural Tracts at a price that is specified in Section II of this Agreement. The actual price paid is to be based upon an appraisal of market value of the property ordered by the County.

D. Prior to the County conveying the Parkland and Natural Tracts to the Township the County shall record a conservation easement over the property as that term is defined in Minnesota Statute Section 84C.01. The County shall provide the Township with an opportunity to review and comment on the conservation easement prior to recording it on the property deed. The County will make every reasonable effort to address the Township’s comments as long as the changes to the easement do not interfere with the conservation purposes or adversely impact the conservation values of the property.

E. Prior to the County conveying the Parkland and Natural Tracts to the Township the Township shall prepare a management plan for the active recreational use and natural resource management of the property. The management plan shall include plans to restore the Natural Tract to a condition that will enhance the qualities of Browns Creek as a cold-water trout stream that flows through the property. The management plan shall include plans for the recreational use of the Recreational Tract. The precise boundaries of the tracts will be set at the time that the conservation easement is approved. As a condition subsequent to this Agreement the Township shall implement and conform to this plan.

F. By conveying the land to the Township the County makes no guarantee of County approvals that may be needed for the recreational development of the property including access to Manning Avenue.

G. The County is not obligated to complete this purchase on behalf of the County and Township if the County is unable to reach an agreement with Central Bank to purchase

2 the entire property at an amount acceptable to the County and Township; or if the County needs to use eminent domain to acquire the road right-of-way.

H. Prior to the County entering into a purchase agreement with Central Bank the Township shall provide the County with a resolution that approves the County acting on the township’s behalf to acquire the parkland and identifies the funding that is available for the purchase.

I. The County plans to convey the property to the Township no later than December 31, 2014.

II. Consideration

A. The County shall provide 42% of the actual cost of the parkland of the property not to exceed the total amount of $84,000.

B. The Township shall make payment to the County at the time the County conveys the property to the Township an amount equal to the actual price paid for the land, minus the value of the road right-of-way, minus the county’s financial contribution from the Land and Water Legacy Program as specified in Section II. A. of this Agreement.

C. All the Township and County duties and responsibilities described in Section I of this Agreement must be satisfactorily completed prior to the County conveying the property to the Township.

III. Effective Date

The County and Township shall perform the activities described in this Agreement during the period from the effective date of this Agreement until December 31, 2014 or until all obligations set forth in this Agreement have been satisfactorily fulfilled, whichever occurs first.

IV. Authorized Representatives

A. The County’s authorized representative for the purposes of administration of this Agreement is:

Jane Harper, Land and Water Legacy Program Manager Washington County Government Center 14949 62nd Street North Stillwater, MN 55082 651-430-6011 [email protected]

Such representative shall have final authority for acceptance of the Township’s services and shall authorize payments for services.

3 B. The Township’s authorized representative for the purposes of administration of this Agreement is:

Dave Johnson, Chair Sheila-Marie Untiedt, Vice-Chair Stillwater Township 13636 90th Street Stillwater, MN 55082 651-439-6451 www.stillwatertownship.com

Such representatives shall have full authority to represent Grantee in its fulfillment of the terms, conditions and requirements of this Agreement.

V. Cancellation

The County or Township may cancel this Agreement immediately if either party finds that there has been a failure to comply with the provision of this Agreement; that reasonable progress has not been made in furtherance of the projects; or that the purposes for which the Agreement has been entered into have not been or will not be fulfilled. If this Agreement is cancelled pursuant to this subparagraph neither party shall be entitled to any reimbursement for costs incurred up to the date of termination.

VI. Audits, Reports, Records and Monitoring Procedures

Pursuant to Minn. Stat. section16C.05 subd. 5, the County and Township will:

A. Maintain records that reflect all revenues, costs incurred and services provided in the performance of this Agreement.

B. Agree that the County, Township, the State Auditor, or legislative authority, or any of their duly authorized representatives at any time during normal business hours, and as often as they may deem reasonably necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., and accounting procedures and practices of the other party which are relevant to the contract for at least six (6) years.

VII. Data Practices

All data collected, created, received, maintained, or disseminated for any purposes by the activities of the County or Township, because of this Agreement, is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13 the Minnesota Rules implementing such Act and federal regulations on data privacy.

VIII. Independent Contractor

It is agreed that nothing in this Agreement is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties to this

4 Agreement or as constituting that either party is the agent, representative or employee of the other party for any purpose or in any manner whatsoever.

Each party to this Agreement shall secure at its own expense all personnel required in performing services under this Agreement. Any and all personnel of either party to this Agreement or other persons while engaged in the performance of any work or services required under this Agreement shall have no contractual relationship with the other party and shall not be considered employees of the other party to this Agreement.

IX. Insurance Requirements

A. The Township agrees that in order to protect itself and the County under the indemnity provisions set forth above it will at all times during the term of this Agreement keep in force the following insurance protection in the limits specified.

1. Commercial General Liability/Professional Liability with contractual liability coverage in the amount of the county’s tort liability limits set forth in Minnesota Statute 466.04 and as amended from time to time.

2. Automobile coverage in the amount of the county’s tort liability limits set forth in Minnesota Statute 466.04 and as amended from time to time.

3. Worker’s Compensation in the statutory amount.

B. Prior to the effective date of this Agreement the Township will furnish the County with certificates of insurance as proof of insurance.

C. Any policy obtained and maintained under this clause shall provide that it shall not be cancelled, materially changed, or not renewed without thirty days notice thereof to the County.

X. Equal Employment Opportunity – Civil Rights

During the performance of this Agreement the parties to the Agreement agree to the following:

A. No person shall, on the grounds of race, color, religion, age, sex, disability, marital status, public assistance status, criminal record, creed or national origin, be excluded from full employment rights in, participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program, service, or activity under the provisions of any and all applicable federal and state laws against discrimination including the Civil Rights Act of 1964.

B. If during the term of the Agreement it is discovered that either party to the Agreement is not in compliance with the applicable regulations as aforesaid, or if either party to the Agreement engages in any discriminatory practices, the

7 200'

Exhibit B 25' Property Map

30'

Legend

Previous right-of-way easement lines 24' New right-of-way easement lines 100 ft wetland buffer "Averaged" Wetland Buffer Area Delineated wetland Volleyball courts LaCrosse Field 40' County trail City trail

35'

Red circles = property corners

Conservation easement encumbers entire property southerly and easterly of the road right of way easements labeled above as "new right -of-way 195' asement lines"

63' August 28, 2015

365' 211' BOARD MEETING DATE: Request for Board Action September 22, 2015 AGENDA ITEM NUMBER: Commissioner's Report 10 Department Information

ORIGINATING DEPARTMENT: REQUESTOR: REQUESTOR PHONE: Administration Kevin Corbid 651-430-6003 PRESENTER(S): MEDIA CONTACT: MEDIA CONTACT PHONE: Kevin Corbid Kevin Corbid 651-430-6003

Agenda Item Details

BRIEF DESCRIPTION OF YOUR REQUEST: Workshop with Trust for Public Land (TPL) regarding Tartan Park.

AGENDA YOU ARE REQUESTING TIME ON: ARE YOU SEEKING APPROVAL OF A CONTRACT? Workshop No TIME NEEDED: 15 IS THIS MANDATED? EXPLANATION OF MANDATE: No BACKGROUND/JUSTIFICATION: Tartan Park, a 483 acre site located in Lake Elmo, has been in 3M Corporation ownership for over 50 years. It was first used as a corporate retreat center and more recently as a publicly accessible but still privately-owned and operated park. In late May, 3M Corporation announced plans to close Tartan Park and sell the property. The company has indicated an interest in first exploring options to place the property into conservation. Washington County’s Lake Elmo Regional Park Reserve is directly adjacent northwest of Tartan Park. The property is not currently located within the regional park's boundaries. The property contains woodlands, wetlands and lakes, in particular Horseshoe Lake, and includes an outlet to nearby Lake Elmo. Tartan Park is also currently home to a 27 hole golf course and clubhouse, several picnic pavilions, tennis courts and ball fields.

A July 21, 2015 workshop was held to discuss the potential for county participation in a project to protect and conserve the Tartan Park area. The Trust for Public Land (TPL) was approached by 3M to identify possible options for conserving the property. At its July workshop, the county board directed TPL to work with county and city staff on options. 3M has requested a response from the county by the end of September.

The executive director from TPL will present the information that has been gathered.

PREVIOUS ACTION ON REQUEST / OTHER PARTIES INVOLVED? Yes July 21, 2015 Board Workshop

Budget Information

FUNDING: NA

Approvals

COUNTY ATTORNEY: COUNTY ADMINISTRATOR: George Kuprian Molly O'Rourke

RECOMMENDATIONS: N/A RECOMMENDATIONS: Approved COMMENTS: COMMENTS: