Burl W. Haar Executive Secretary Minnesota Public Utilities Commission th Place East, Suite 350 St. Paul, Minnesota 55101

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1 414 Nicollet Mall Minneapolis, Minnesota November 17, 2014 Via Electronic Filing Burl W. Haar Executive Secretary Minnesota Public Utilities Commission th Place East, Suite 350 St. Paul, Minnesota RE: INFORMATIONAL FILING FRANCHISE FEE BARNESVILLE, MINNESOTA DOCKET NO. E,G999/PR-14-7 Dear Dr. Haar: Northern States Power Company, doing business as Xcel Energy, submits to the Minnesota Public Utilities Commission this pursuant to the Commission s March 23, 2011 ORDER ESTABLISHING FRANCHISE FEE FILING REQUIREMENTS in Docket No. E,G999/CI Franchise Agreement and Ordinance On October 14, 2014, the City of Barnesville approved a franchise agreement implementing a gas franchise fee effective February 1, We provide as Attachment A to this filing, a copy of the Franchise Agreement. The fee for all gas customers in Barnesville is 5% of gross revenues. For reference, we additionally provide as Attachment B to this filing Ordinance No , An Ordinance to Create and Enact Section of the Revised Barnesville City Code of 2013 Relating to Northern States Power Company, a Minnesota corporation, d/b/a Xcel Energy Gas Franchise. Tariff Sheet We provide as Attachment C to this filing, our gas compliance tariff sheet in both redline and final format, as follows: Minnesota Gas Rate Book MPUC No. 2 Sheet No , revision 6

2 Customer Notification Natural gas customers in the City of Barnesville will be alerted to this new franchise fee via the following bill message: Residential Commercial Firm-Non-Demand Commercial Firm-Demand Small Interruptible Medium & Large Interruptible Firm Transportation Interruptible Transportation The City of Barnesville imposes a 5% of gross revenues fee on Xcel Energy collectable through a fee on Xcel Energy gas accounts effective Feb. 1, The line item appears on your bill as City Fees. Xcel Energy remits 100% of this fee to the City of Barnesville. We have electronically filed this document with the Commission and copies have been served on all parties on the attached service list. Please contact me at paul.lehman@xcelenergy.com or (612) if you have any questions or would like any additional information. Sincerely, /s/ PAUL J LEHMAN MANAGER, REGULATORY COMPLIANCE AND FILINGS Enclosures c: Mike Reitz, City Administrator, City of Barnesville Service List 2

3 FRANCHISE AGREEMENT Attachment A Page 1 of 8 'fhis FRANGUSE AGREEMENT (the "Agreement"), is made and entered into this /'ftil day of tjc. fob.fi..c, 2014, by and between the Gtyof Barnesville, a municipal corporation of the State of Minnesota (the "Gty"), and Northern States Power Company, a Minnesota corporation, d/b/a Xcel Energy ("Company'). WITNESSETH 1HIS AGREEMENT is subject to the laws of the State of Minnesota and the rules and regulations of the Minnesota Public Utilities Commission WHEREAS, pursuant to Ordinance No. lpifo{codified in Otapter 2-f'Jl.02 of the Ordinances of the City of Barnesville (the "Ordinance"), the Gty is authorized to grant one or more nonexclusive franchises to transmit and furnish Gas energy for light, heat, power and other purposes for public and private use within and through the limits of the Gty; and WHEREAS, the Gty, after due evaluation of Company, and after public hearings, has detennined that it is in the best interest of the Gty and its residents to grant a franchise to Company. NOW, 1HEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. DEFINITIONS. For purposes of this Agreement, the following capitalized tenns listed in alphabetical order have the following meanings: 1.1 The City. The Gtyof Barnesville, County of Oay, State of Minnesota. 12 City Utility System. Facilities used for providing non-energy related public utility service owned or operated by Gty or agency thereof, including sewer and water senrice, but excluding facilities for providing heating, lighting or other forms of energy. 1.3 Commission. The Minnesota Public Utilities Commission, or any successor agency or agencies, including an agency of the federal government, which preempts all or part of the authority to regulate Gas retail rates now vested in the Minnesota Public Utilities Commission 1.4 Company. Northern States Power Company, a Minnesota corporation, d/b/a Xcel Energy, its successors and assigns. 15 Gas. "Gas" as used herein includes natural gas, manufactured gas, or other fonns of gaseous energy. 1.6 Gas Facilities. Pipes, mains, regulators, and other facilities owned or operated by Company for the purpose of providing gas service for public use. 1

4 Attachment A Page 2 of Notice. A written notice served by one party on the other party referencing one or more provisions of this Agreement. Notice to G>rnpany must be mailed to the General G>unsel, 414 Ntcollet Mall, 5th Floor, Minneapolis, : Notice to the City must be mailed to the City Administrntor, Gty Hall, P.O. Box 550, Barnesville, Either party may change its respective address for the purpose of this Agreement by written notice to the other party. 1.8 Public Ground. Land owned by the City for park, open space or similar purpose, which is held for use in common by the public. 1.9 Public Way. Anystreet, alley, walkwayorotherpublic right-of-waywithin the City. SECTION 2. ADOPTION OF FRANCHISE. 2.1 Grant of Franchise. The City hereby grnnts G>mpany, for a period of twenty (20) years from the Effective Date, a non-exclusive right to transmit and furnish Gas energy for light, heat, power and other purposes for public and private use within and through the limits of the City as its boundaries now exist or as they may be extended in the future. For these purposes, G>mpany may construct, operate, repair and maintain Gas Facilities in, on, over, under and across the Public Grounds and Public Ways of the Gty, subject to the provisions of this Agreement. G>mpany may do all reasonable things necessaty or customary to accomplish these purposes, subject, however, to such reasonable regulations as may be imposed by the City pursuant to ordinance and to the further provisions of this Agreement. At the expiration of the twenty (20) year term, this Agreement will expire and be of no force or effect unless the franchise is renewed in acconlance with the Ordinance, this Agreement and applicable laws. 2.2 Effective Date; Written Acceptance. This Agreement will be in force and effect from and after passage of this Agreement, by Resolution of the City G>uncil, its acceptance by G>mpany, and after the Ordinance has been adopted and published as required by law. The City, by City G>uncil resolution, may revoke this Agreement if G>mpany does not file a written acceptance with the Gty within ninety (90) days after this Agreement has been fully executed or after publication of the Ordinance, whichever occurs later. 2.3 Service and Rates. The service to be provided and the rates to be charged by G>mpany for Gas service in the City are subject to the jurisdiction of the G>mmission. 2.4 Publication Expense. Any expenses for publication of the Ordinance will be paid by the City and reimbursed to the Gty byg>mpany. 2.5 Dispute Resolution. If either party asserts that the other party is in default in the petfonnance of any obligation hereunder, the complaining party must notify the other party of the defauh and the desired remedy. 1he notification must be written. Representatives of the parties must promptly meet and attempt in good faith to negotiate a resolution of the dispute. If the dispute is not resolved within thirty (30) days of the written notice, the parties may jointly select a mediator to facilitate funher discussion. The parties will equally share the fees and expenses of this mediator. If a mediator is not used or if the parties are unable to resolve the dispute within thirty (30) days after fim meeting with the selected mediator, either party may cormnence an action in District G>urt to interpret and enforce this Agreement or for such other relief as may be permitted by law or equity for breach of contract, or either party may take any other action permitted by law. 2

5 2.6 Conflict with Gas Franchise Ordinance. In the event of any conflict between the tenm and conditions of this Agreement and the prowions of the Ordinance, the specific tenm or provisions of this Agreement will contra~ subject to applicable law. The City and Company reserve all rights they may possess under the law unless expressly waived herein. SECTION 3. LOCATIO~ OTHER REGULATIONS. Attachment A Page 3 of Wcation of Facilities. Gas Facilities shall be located, constructed and maintained so as not to interfere with the safety and convenience of ordinary travel along and over Public Ways and so as not to disrupt normal operation of any City Utility System previously installed therein. Gas Facilities shall be located on Public Grounds as determined by the Gty. Company's construction, reconstruction, operation, repair, maintenance and location of Gas Facilities shall be subject to permits if required by separate ordinance, and to other reasonable regulations of the City to the extent not inconsistent with the tenm of this Agreement. Company may abandon underground Gas Facilities in place, provided, at the Otys request, Company will remove abandoned metal pipe interfering with a Gty improvement project, but only to the extent such metal pipe is uncovered by excavation as part of the City's improvement project. 3 2 Field Wcations. Company shall provide field locations for its underground Gas Facilities within the City consistent with the requirements of Minnesota Statutes, Cllapter 216D. 3.3 Street Ope~. Company shall not open or distwb any Public Ground or Public Way for any purpose without first having obtained a permit from the Gty, if required by a separate ordinance, for which the City may impose a reasonable fee. Permit conditions imposed on Company shall not be more burdensome than those imposed on other utilities for similar facilities or w01k Company may, however, open and disturb any Public Ground or Public Way without permission from the City where an emergency exists requiring the immediate repair of Gas Facilities. In such event, Company shall notify the City by telephone to the office designated by the City as soon as practicable. Not later than the second working day thereafter, Company shall obtain any required pennits and pay any required fees. 3.4 Restoration After undertaking any work requiring the opening of any Public Ground or Public Way, Company shall restore the same, including paving and its foundation, to as good a condition as fonnerly existed, and shall maintain any paved sutface in good condition for two (2) years thereafter. The work shall be completed as promptly as weather pennits, and if Company does not promptly perform and complete the work, remove all dirt, rubbish, equipment and material, and put the Public Ground or Public Way in the said condition, the City will have, after demand to Company to cure and the passage of a reasonable period of time following the demand, but not to exceed five (5) days, the right to make the restoration at the expense of Company. Company shall pay to the Gty the cost of such work done on behalf of or by the Gty. 1his remedy will be in addition to any other remedy available to the City for noncompliance with this Section 3.4, but the City hereby waives any requirement for Company to post a construction performance bond, certificate of insurance, letter of credit or any other form of security or assurance that may be required, under a separate existing or future ordinance of the City, of a person or entity obtaining the Gtys permission to install, replace or maintain facilities in a Public Way. 3

6 Attachment A Page 4 of Avoid Damage to Gas Facilities. Nothing in this Agreement relieves any person from liability arising out of the failure to exen:ise reasonable care to avoid damaging Gas Facilities while performing any activity. 3.6 Notice of Improvements. The City must give Company reasonable notice of plans for improvements to Public Gro1mds or Public Ways where the Gty has reason to believe that Gas Facilities may affect or be affected by the improvement. The notice must contain: (~ the nature and character of the improvements, (~ the Public Grounds and Public Ways upon which the improvements are to be made, (ill) the extem of the improvements, (iv) the time when the Gty will start the work, and (v) if more than one Public Gro1md or Public Way is involved, the order in which the wotk is to proceed 1he notice nrust be given to Company a sufficient length of time in advance of the actual commencemem of the wotk to permit Company to make any necessary additions, alterations or repairs to its Gas Facilities. SECTION 4. RELOCATIONS. 4.1 Relocation of Gas Facilities in Public Ways. If the Gty determines to vacate a Public Way for a Gty improvement project, or at City's cost to grade, regrade, or change the line of any Public Way, or construct or reconstruct any City Utility System in any Public Way, it may order Company to relocate its Gas Facilities located therein if relocation is reasonably necessary to accomplish the Gtfs proposed public improvement. Except as provided in Section 4.3, Company shall relocate its Gas Facilities at its own expense. The City shall give Company reasonable notice of plans to vacate for a City improvemem project, or to grade, regrade, or change the line of any Public Way or to construct or reconstruct any Gty Utility System If a relocation is ordered within five (5) }ears of a prior relocation of the same Gas Facilities, which was made at Company expense, the Gty shall reimburse Company for non-bettennent costs on a time and material basis, provided that if a subsequent relocation is required because of the extension of a City Utility System to a previously unserved area, Company may be required to make the subsequent relocation at its expense. Nothing in this Agreemem requires Company to relocate, remove, replace or reconstruct at its own expense its Gas Facilities where such relocation, removal, replacement or reconstruction is solely for the convenience of the City and is not reasonably necessary for the construction or reconstruction of a Public Way or Gty Utility System or other City improvement. 4.2 Relocation of Gas Facilities in Public Ground The Gty may require Company;, at Company's expense~ to relocate or remove its Gas Facilities from Public Gro1md upon a finding by the Gty that the Gas Facilities have become or will become a substantial impairrnem to the existing or proposed public use of the Public Ground. 4.3 Projects with Federal Funding. The City will not order Company to remove or relocate its Gas Facilities when a Public Way is vacated, improved or realigned for a right-of-way project or any other project which is financially subsidized in whole or in part by the Federal Government or any agency thereof, unless the reasonable non-betterment costs of such relocation are first paid to Company. The Gty is obligated to pay Company only for those portions of its relocation costs for which the Gty has received federal funding specifically allocated for relocation costs in the amount requested by the Company, which allocated funding the Gty shall specifically request. Relocation, removal or rearrangement of any Company Gas Facilities made necessary because of a federally-aided highway project will be governed by the provisions of Minnesota 4

7 Attachment A Page 5 of 8 Statutes, Section , as supplemented or amended. It is understood that the rights herein granted to Company are valuable rights. 4.4 No Waiver. 1he provisions of this Agreement apply only to facilities constructed in reliance on a franchise from the Gty and will not be construed to waive or modify any rights obtained by Company for installations within a Company right-of-way acquired by easement or prescriptive right before the applicable Public Ground or Public Way WclS established, or Company's rights under state or county pennit. SECTION 5. TREE TRIMMING. Company is a1so granted the pennission and authority to trim all shrubs and trees, including roots, in the Public Ways of the Gty to the extem Company finds necessary to avoid imetference with the proper construction, operation, repair and maintenance of Gas Facilities, provided that Company shall save the Gty harmless from any liability in the premises. SECTION 6. INDEIFICATION. 6.1 IndemnitY of Gzy. Company shall indemnify, keep and hold the Gty free and harmless from any and all liability on accoum of injury to persons or damage to property occasioned by the construction, maintenance, repair, inspection, the issuance of permits, or the operation of the Gas Facilities located in the Public Grounds and Public Ways. lhe City shall not be indemnified for losses or claims occasioned through its own negligence except for losses or c1aims arising out of or alleging the City's negligence as to the issuance of permits for, or inspection of, Company's plans or work The City shall not be indemnified if the injury or damage results from the petfonnance in a proper marmer of acts reasonably deemed hazardous by Company, and such petfonnance is nevertheless ordered or directed by City after notice of Company's determination. 62 Defense of Gzy. In the evem a suit is brought against the Gty under cirrumstances where this agreement to indemnify applies, Co~ at its sole cost and expensel shall defend the City in such suit if written notice thereof is promptly given to Company within a period wherein Company is not prejudiced by Jack of such notice. If Company is required to indemnify and defend, it will thereafter have control of such litigation, but Company may not settle such litigation without the cons em of the City, which consent shall not be unreasonably withheld 1his section is not, as to third parties, a waiver of any defense or immunity othenvise available to the City and Company. In defending any action on behalf of the City, Company will be entitled to assert in any action every defense or immunity that the City could assert in its own behalf. SECfiON7. VACATIONOFPUBUCWAYS. The Gty shall give Company at least two (2) weeks prior written notice of a proposed vacation of a Public Way. Except where required for a City improvemem project, the vacation of any Public Way, after the installation of Gas Facilities, will not operate to deprive Company of its rights to operate and maintain such Gas Facilities until the reasonable cost of relocating the same and the loss and expense resulting from such relocation is first paid to Company. In no case, however, will the City be liable to Company for failure to specifically preserve a right-of-way under Minnesota Statutes, Section

8 SECTION 8. CHANGE IN FORM OF GOVERNMENI'. Attachment A Page 6 of 8 Any change in the form of government of the City will not affect the validity of this Agreement. Any governmental unit succeeding the Gty shall, without the consent of Company, succeed to all of the rights and obligations of the Gty provided in this Agreement. SECTION 9. FRANCHISE FEE. 9.1 Fee. During the term of this Agreement, and in lieu of anypennit or other fees being imposed on Company, Companywill pay an annual &anchise fee of five percent (5%) of Companys gross ope.rating revenues. The franchise fee will not become effective until the beginning of a Company billing month at least ninety (90) days after this Agreement has been fully executed or after publication of the Ordinance, whichever occurs later. Section 2.5 will constitute the sole remedy for solving disputes between Company and the Gty in regard to the interpretation of, or enforcement of, the f.ranchise fee. No action bythe Gtyto implement a revised f.ranchise fee will commence until this Agreement is effective. In the event a future revision of the fee imposes fees based on class of user and imposes a lesser f.ranchise fee on the residential class of customers, such fee will not be effective against Company unless the fee imposed on each other customer classification is reduced proportionately in the same or greater amount per class as the reduction represented by the lesser fee on the residential class. 9 2 Collection of the Fee. The f.ranchise fee will be payable quarterly and will be based on the amount collected by Company during complete billing month during the period for which payment is to be made by imposing a surcharge equal to the designated f.ranchise fee in all customer billings for gas service. The payment will be due the last business day of the month following the period for which the payment is made. The f.ranchise fee may be changed by ordinance from time to time; however, each change must meet the same notice requirements and must not occur more often than annually and no change will require a collection from any customer for gas service in excess of the amounts specifically permitted by this Section 9. The time and manner of collecting the f.ranchise fee is subject to the approval of the Commission. No f.ranchise fee will be payable by Company if Company is legally unable to first collect an amount equal to the f.ranchise fee from its customers by imposing a surcharge in Compa.n:Ys applicable rates for gas service. Company may pay the Gty the fee based upon the surcharge billed subject to subsequent reductions to account for uncollectibles, refunds and correction of erroneous billings. Company agrees to make its records available for inspection by the City at reasonable times, provided that the Gty and its designated representative agree in writing not to disclose any infonnation which would indicate the amount paid by any identifiable customer or customers or any other infonnation regarding identified customers. 9.3 Equivalent Fee Requirement. The f.ranchise fee imposed will not be effective against Company unless the Gty lawfully imposes and the City quarterly or more often collects a fee or tax of the same or greater equivalent amount on the receipts from sales of energy within the Gty by any other energy supplier, provided that, as to such a supplier, the City has the authority to require a franchise fee or impose a tax. The "same or greater equivalent amount" will be measured, if practicable, by comparing amounts collected as a franchise fee from each similar customer, or by comparing, as to similar customers, the percentage of the annual bill represented by the amount collected for f.ranchise fee purposes. The franchise fee or tax will be applicable to energy sales for any energy use related to heating, cooling, or lighting, or to run machinery and appliances, but will not apply to energy sales for the purpose of providing fuel to vehicles. If Company specifically consents in writing to a f.ranchise 6

9 collecting or failing to collect a fee from another energy supplier in contravention of this Section 9.3, the foregoing conditions will be waived to the extent of such 'Written consent. This Section 9.3 will not apply to existing propane suppliers within the Gty of Barnesville. SECTION 10. PROVISIONS OF AGREEMENt Severability. Every section, provision, or part of this Agreement is declared separate from every other section, provision, or part, and if any section, provision, or part shall be held invalid, it shall not affect any other section, provision, or part. Where a provision of any Gty onlinance conflicts with the provisions of this Agreement, the provisions of this Agreemem will prevail Limitation on,awlicability. This Agreement constitutes a franchise agreement between the Gty and Company as the only parties, and no provision of this Agreemem shall in any way inure to the benefit of any third person (including the public at 1arge) so as to constitute any such person as a third party beneficiary of this Agreemem or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto Entire Agreement. This Agreement contains the emire understanding of the parties Binding Effect. This Agreement and all of the terms and provisions will be binding upon and inure to the benefit of the respective successors and assigns of the parties Counterparts. This Agreemem may be simultaneously executed in several ~oumetparts, each of which will be an original and all of which will constitute but one and the same mstrument. SECTION 11. AMENDMENT PROCEDURE. Any modifications or amendments to this Agreement must be in writing and signed by all parties to this Agreement. It may not be changed orally, but only upon an agreemem in writing approved by the Gty Council and signed by the Mayor and Gty Administrator. It may be modified as to terms and conditions from time to time upon the mutual consent of the parties; however, such modification must be reduced to writing, signed by the parties and the document appended to and made a part of this Agreement. Any amendment will become effective upon the filing of Companys written consent thereto within ninety (90) days after the date of the amendment. SECTION 12. PREVIOUS FRANCillSES SUPERSEDED. This Agreemem supersedes any previous Gas franchise granted to Company or its predecessor. (Signatures appear on the following page) Attachment A Page 7 of 8 7

10 Attachment A Page 8 of 8 Date: NOR1HERN STA1ES POWER CDMPANY D/B/A XCEL ENERGY By: Its: STA1E OF MINNESOTA ) ) ss. <DUNIY OF CLAY ) On this / "- 0 day of Job~, 2014, before me, a Notary Public in and for said County and State, personally appeared Eugene Prim and Michael Rietz, known to me to be the Mayor and City Administrator, respectively, of the City of Barnesville, Minnesota, and who executed the foregoing instrument and acknowledged to me that they executed the same on behalf of the City. JERI L REEP 1!-.ila~IINOTARY PUBLIC-U\NNeSOTA -..-rv- My comm. exp. Jan. 31, 2015 STA1E OF <DUNIYOF ) ) ss. ) On this day of, 2014, before me, a Notary Public in and for said County and State, personally appeared, known to me to be the of Northern States Power Company, d/b/a Xcel Energy, and who executed the foregoing instrument and acknowledged to me that _he executed the same on behalf of Northern States Power Company, d/b/a Xcel Energy. (SEAL) Notary Public, --=,...,, County, _ My Commission Expires: _ 8

11 Attachment B Page 1 of 7 CITY OF BARNESVILLE ORDINANCE NO AN ORDINANCE TO CREATE AND ENACT SECTION OF THE REVISED BARNESVILLE CITY CODE OF 2013 RELATING TO NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION, D/B/A XCEL ENERGY GAS FRANCHISE. BE IT ORDAINED by the City Council of the City of Barnesville, as follows: SECTION 1. Section of the Revised Barnesville City Code of 2013 is hereby created and enacted to read as follows: SEC REGULATION OF NON-EXCLUSIVE GAS FRANCHISE. Northern States Power Company, a Minnesota corporation, d/b/a Xcel Energy, its successors and Assigns, is hereby granted permission to erect a gas distribution system for the purposes of constructing, operating, repairing and maintaining in the City of Barnesville, Minnesota, the necessary gas pipes, mains and appurtenances for the transmission or distribution of gas to the City and its inhabitants and others and transmitting gas into and through the City and to use the public grounds and public ways of the City for such purposes. Nothing in this Ordinance shall be deemed to prohibit the operation or maintenance of existing or future propane tanks or heating systems within the City of Barnesville. Sub. 1. Short Title: This Ordinance shall be known and cited as the CITY OF BARNESVILLE GAS FRANCHISE ORDINANCE, hereinafter referred to as the "Ordinance". Subd. 2. Definitions: For the purpose of this Ordinance, the following terms, phrases, words and their derivations shall have the meanings given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number and words in the singular number include the plural number. The words "shall" and "will" are mandatory and "may" is permissive. Words not defined shall be given their common and ordinary meanings. CITY: CITY UTILITY SYSTEM: COMMISSION: The City of Barnesville, Minnesota, or, as appropriate in the case of specific provisions of this Ordinance, any board, bureau, authority, agency, commission, department of, or any other entity of or acting on behalf of, the City of Barnesville, or any officer, official, employee, or agent thereof, the designee of any of the foregoing, or any successor thereto. Facilities used for providing non-energy related public utility service owned or operated by City or agency thereof, including sewer and water service, but excluding facilities for providing heating, lighting or other forms of energy. The Minnesota Public Utilities Commission, or any successor agency or agencies, including an agency of the federal government, which preempts all, or part of the authority to regulate Gas retail rates now vested in the Minnesota Public Utilities Commission.

12 Attachment B Page 2 of 7 COMPANY: GAS: Northern States Power Company, a Minnesota corporation, d/b/a Xcel Energy, its successors and assigns. "Gas" as used herein shall be held to include natural gas, manufactured gas, or other form of gaseous energy. GAS FACILITIES: Pipes, mains, regulators, and other facilities owned or operated by Company for the purpose of providing gas service for public use. GROSS REVENUE: NOTICE: PUBLIC GROUND: PUBLIC WAY: Means all revenue derived by the Company from the operation of the Gas Facilities in the franchise area to provide Gas, and from any future additions thereto and betterments thereof, including all income and receipts derived from rates, fees and charges for services, facilities, products and by-products of the Gas furnished or sold to the City and its inhabitants and all other customers. Gross Revenue does not include refundable deposits, bad debt, late fees, investment income, programming launch support payments, advertising sales commissions, nor any taxes, fees or assessments imposed or assessed by any governmental authority. A written notice served by one party on the other party referencing one or more provisions of this Ordinance. Notice to Company shall be mailed to the General Counsel, 414 Nicollet Mall, 5thFloor, Minneapolis, Notice to the City shall be mailed to the City Administrator, P.0. Box 550, Barnesville, Either party may change its respective address for the purpose of this Ordinance by written notice to the other party. Land owned by the City for park, open space or similar purpose, which is held for use in common by the public. Any street, alley, walkway or other public right-of-way within the City. Subd. 3. Adoption of Franchise. A. Grant of Franchise. The City hereby grants Company, for a period of 20 years from the date passed and approved by the City, the right to transmit and furnish Gas energy for light, heat, power and other purposes for public and private use within and through the limits of the City as its boundaries now exist or as they may be extended in the future. For these purposes, Company may construct, operate, repair and maintain Gas Facilities in, on, over, under and across the Public Grounds and Public Ways of the City, subject to the provisions of this Ordinance. Company may do all reasonable things necessary or customary to accomplish these purposes, subject, however, to such reasonable regulations as may be imposed by the City pursuant to ordinance and to provisions of a separate franchise agreement. B. Effective Date; Written Acceptance. A separate franchise agreement may become effective from and after passage of this Ordinance, its acceptance by Company, and its publication as required by law. The City, by Council resolution, may revoke the franchise agreement if Company does not file a written acceptance with the City within 90 days after -2-

13 Attachment B Page 3 of 7 publication. C. Service and Rates. The service to be provided and the rates to be charged by Company for Gas service in the City are subject to the jurisdiction of the Commission. D. Publication Expense. The expense of publication of this Ordinance will be paid by the City and the City will be reimbursed by the Company. E. Dispute Resolution. If either party asserts that the other party is in default in the performance of any obligation of a franchise agreement or in violation of the Ordinance, the complaining party shall notify the other party of the default and the desired remedy. The notification must be written. Representatives of the parties must promptly meet and attempt in good faith to negotiate a resolution of the dispute. If the dispute is not resolved within 30 days of the written notice, the parties may jointly select a mediator to facilitate further discussion. The parties will equally share the fees and expenses of this mediator. If a mediator is not used or if the parties are unable to resolve the dispute within 30 days after first meeting with the selected mediator, either party may commence an action in District Court to interpret and enforce this franchise or for such other relief as may be permitted by law or equity for breach of contract, or either party may take any other action permitted by law. Subd. 4. Location, Other Regulations. A. Location of Facilities. Gas Facilities will be located, constructed and maintained so as not to interfere with the safety and convenience of ordinary travel along and over Public Ways and so as not to disrupt normal operation of any City Utility System previously installed therein. Gas Facilities will be located on Public Grounds as determined by the City. Company's construction, reconstruction, operation, repair, maintenance and location of Gas Facilities will be subject to permits if required by separate ordinance and to other reasonable regulations of the City to the extent consistent with the terms of a separate franchise agreement. Company may abandon underground gas facilities in place. Upon request by the City, Company will remove abandoned metal pipe interfering with a City improvement project, but only to the extent such metal pipe is uncovered by excavation as part of the City's improvement project. B. Field Locations. Company will provide field locations for its underground Gas Facilities within City consistent with the requirements of Minnesota Statutes, Chapter 216D. C. Street Openings. Company will not open or disturb any Public Ground or Public Way for any purpose without first having obtained a permit from the City, if required by a separate ordinance, for which the City may impose a reasonable fee. Permit conditions imposed on Company will not be more burdensome than those imposed on other utilities for similar facilities or work. Company may, however, open and disturb any Public Ground or Public Way without permission from the City where an emergency exists requiring the immediate repair of Gas Facilities. In such event, Company shall notify the City by telephone to the office designated by the City as soon as practicable. Not later than the second working day thereafter, Company shall obtain any required permits and pay any required fees. D. Restoration. After undertaking any work requiring the opening of any Public Ground or Public Way, Company shall restore the same, including paving and its foundation, to as good a condition as formerly existed, and shall maintain any paved surface in good condition for two years thereafter. The work must be completed as promptly as weather -3 -

14 permits, and 1f Company does not promptly perform and complete the work, remove all dirt, rubbish, equipment and materials, and put the Public Ground or Public Way in the said condition, the City has, after demand to Company to cure and the passage of a reasonable period of time following the demand, but not to exceed five days, the right to make the restoration at the expense of Company. Company shall pay to the City the cost of such work done for or performed by the City. This remedy will be in addition to any other remedy available to the City for noncompliance with this subsection D, but the City hereby waives any requirement for Company to post a construction performance bond, certificate of insurance, letter of credit or any other form of security or assurance that may be required, under a separate existing or future ordinance of the City, of a person or entity obtaining the City's permission to install, replace or maintain facilities in a Public Way. E. Avoid Damage to Gas Facilities. Nothing in this Ordinance relieves any person from liability arising out of the failure to exercise reasonable care to avoid damaging Gas Facilities while performing any activity. F. Notice of Improvements. The City must give Company notice of plans for improvements to Public Grounds or Public Ways where the City has reason to believe that Gas Facilities may affect or be affected by the improvement. The notice must contain (1) the nature and character of the improvements, (2) the Public Grounds and Public Ways upon which the improvements are to be made, (3) the extent of the improvements, (4) the time when the City will start the work, and (5) if more than one Public Ground or Public Way is involved, the order in which the work is to proceed. The notice must be given to Company a sufficient length of time in advance of the actual commencement of the work to permit Company to make any necessary additions, alterations or repairs to its Gas Facilities. Subd. 5. Relocations. Attachment B Page 4 of 7 A. Relocation of Gas Facilities in Public Ways. lf the City determines to vacate a Public Way for a City improvement project, or at the City's cost to grade, regrade, or change the line of any Public Way, or construct or reconstruct any City Utility System in any Public Way, it may order Company to relocate its Gas Facilities located therein if relocation is reasonably necessary to accomplish the City's proposed public improvement. Except as provided in subsection C, Company shall relocate its Gas Facilities at its own expense. The City shall give Company reasonable notice of plans to vacate for a City improvement project, or to grade, regrade, or change the line of any Public Way or to construct or reconstruct any City Utility System. If a relocation is ordered within five years of a prior relocation of the same Gas Facilities, which was made at Company expense, the City shall reimburse Company for Non-Betterment Costs on a time and material basis, provided that if a subsequent relocation is required because of the extension of a City Utility System to a previously unserved area, Company may be required to make the subsequent relocation at its expense. Nothing in this Ordinance requires Company to relocate, remove, replace or reconstruct at its own expense its Gas Facilities where such relocation, removal, replacement or reconstruction is solely for the convenience of the City and its not reasonably necessary for the construction or reconstruction of a Public Way or City Utility System or other City improvement. B. Relocation of Gas Facilities in Public Ground. The City may require Company at Company's expense to relocate or remove its Gas Facilities from Public Ground upon a finding by the City that the Gas Facilities have become or will become a substantial impairment to the existing or proposed public use of the Public Ground. C. Projects with Federal Funding. The City will not order Company to -4 -

15 remove or relocate its Gas Facilities when a Public Way is vacated, improved or realigned for a right-of-way project or any other project which is financially subsidized in whole or in part by the Federal Government or any agency thereof, unless the reasonable non-betterment costs of such relocation are first paid to Company. The City is obligated to pay Company only for those portions of its relocation costs for which the City has received federal funding specifically allocated for relocation costs in the amount requested by the Company, which allocated funding the City shall specifically request. Relocation, removal or rearrangement of any Company Gas Facilities made necessary because of a federally-aided highway project will be governed by the provisions ofminnesota Statutes, Section , as supplemented or amended. It is understood that the rights herein granted to Company are valuable rights. D. No Waiver. The provisions of this franchise apply only to facilities constructed in reliance on a franchise from the City and shall not be construed to waive or modify any rights obtained by Company for installations within a Company right-of-way acquired by easement or prescriptive right before the applicable Public Ground or Public Way was established, or Company's rights under state or county permit. Subd. 6: Tree Trimming. Company is also granted the permission and authority to trim all shrubs and trees, including roots, in the Public Ways of the City to the extent Company finds necessary to avoid interference with the proper construction, operation, repair and maintenance of Gas Facilities, provided that Company shall save the City harmless from any liability in the premises. Subd. 7. Indemnification. A. Indemnity of City. Company shall indemnify, keep and hold the City free and harmless from any and all liability on account of injury to persons or damage to property occasioned by the construction, maintenance, repair, inspection, the issuance of permits, or the operation of the Gas Facilities located in the Public Grounds and Public Ways. The City will not be indemnified for losses or claims occasioned through its own negligence except for losses or claims arising out of or alleging the City's negligence as to the issuance of permits for, or inspection of, Company's plans or work. The City will not be indemnified if the injury or damage results from the performance in a proper manner of acts reasonably deemed hazardous by Company, and such performance is nevertheless ordered or directed by the City after notice of Company's determination. B. Defense of City. In the event a suit is brought against the City under circumstances where this agreement to indemnify applies, Company at its sole cost and expense shall defend the City in such suit if written notice thereof is promptly given to Company within a period wherein Company is not prejudiced by lack of such notice. If Company is required to indemnify and defend, it will thereafter have control of such litigation, but Company may not settle such litigation without the consent of the City, which consent shall not be unreasonably withheld. This subsection is not, as to third parties, a waiver of any defense or immunity otherwise available to the City, and Company, in defending any action on behalf of the City, shall be entitled to assert in any action every defense or immunity that the City could assert in its own behalf. Subd. 8. Vacation of Public Ways. The City shall give Company at least two Attachment B Page 5 of 7

16 weeks prior written notice of a proposed vacation of a Public Way. Except where required for a City improvement project, the vacation of any Public Way, after the installation of Gas Facilities, shall not operate to deprive Company of its rights to operate and maintain such Gas Facilities, until the reasonable cost of relocating the same and the loss and expense resulting from such relocation are first paid to Company. In no case, however, shall City be liable to Company for failure to specifically preserve a right-of-way under Minnesota Statutes, Section Subd. 9. Change in Form of Government. Any change in the form of government of the City will not affect the validity of this Ordinance. Any governmental unit succeeding the City shall, without the consent of Company, succeed to all of the rights and obligations of the City provided in this Ordinance. Sub. 10. Franchise Fee. A. Fee. Company shall pay an annual Franchise Fee, of five percent ( 5%) of Company's Gross Revenues. B. Collection of the Fee. The franchise fee will be payable quarterly. The payment will be due the last business day of the month following the period for which the payment is made. The franchise fee may be changed by ordinance from time to time; however, each change must meet the same notice requirements and not occur more often than annually. No franchise fee will be payable by Company if Company is legally unable to first collect an amount equal to the franchise fee from its customers for gas service. Company may pay the City the fee based upon the surcharge billed subject to subsequent reductions to account for uncollectibles, refunds and correction of erroneous billings. Company agrees to make its records available for inspection by the City at reasonable times provided that the City and its designated representative agree in writing not to disclose any information which would indicate the amount paid by an identifiable customer or customers or any other information regarding identified customers. The City and the Company shall enter into an agreem'ent prior to Company commencing operation of the gas facilities. Subd. 11. Provisions of Ordinance. Attachment B Page 6 of 7 A. Severability. Every section, provision, or part of this Ordinance is declared separate from every other section or part, and if any section, provision, or part shall be held invalid, it shall not affect any other section, provision, or part. Where a provision of any other City ordinance conflicts with the provisions of this Ordinance, the provisions of this Ordinance will prevail. Subd. 12. Amendment Procedure. This Ordinance may be amended at any time by the City passing a subsequent ordinance declaring the provisions of the amendment, which amendatory ordinance shall become effective upon the filing of Company's written consent thereto with the City Clerk within 90 days after the date of final passage by the City of the amendatory ordinance.

17 Subd. 13. Previous Franchises Superseded. This franchise supersedes any pervious Gas franchise granted to Company or its predecessor. SECTION 2. This ordinance shall take effect upon publication in accordance with the Barnesville City Charter. PASSED by the City Council of the City ofbamesville this 12th day of May, APPROVED BY: Attachment B Page 7 of 7 ATTEST: First Consideration: April30, 2014 Second Consideration: May 12,2014 Date of Publication: May 19, 2014 ~ 7 ~

18 Redline Attachment C

19 Northern States Power Company, a Minnesota corporation Minneapolis, Minnesota MINNESOTA GAS RATE BOOK - MPUC NO. 2 FRANCHISE AND OTHER CITY FEES Section No. 5th6th Revised Sheet No Franchise and other city fees, as designated below will be included in the customers monthly bills computed under the indicated rate classes and effective in the following Minnesota communities: The Company remits 100% of these fees collected from ratepayers to the local government unit. Indicates fee is not applied * May include Negotiated Transportation Service. Any future NTS customer in a franchise city without a specific NTS franchise rate will be billed the Firm Transportation franchise fee. Franchise Fees City Residential Commercial Firm Non-demand Commercial Firm Demand Small Interruptible Medium & Large Interruptible Firm Transportation* Interruptible Transportation Effective Date Expiration Date Afton $2.00 $4.00 $5.00 $5.00 $5.00 $5.00 $ / /16/2024 Barnesville 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 02/ /13/2034 N Bayport $1.25 $10.00 $25.00 $10.00 $50.00 $10.00 $ / /04/2028 Big Lake $4.00 $8.00 $8.00 $8.00 $8.00 $8.00 $ / /23/2020 N Chisago City $1.00 $3.00 $35.00 $30.00 $30.00 $30.00 $ / /31/2029 Cottage Grove $1.65 $4.95 $8.25 $16.50 $24.75 $24.75 $ / /04/2023 Delano 01/ East Grand Forks 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 12/ /19/2025 Faribault 1 $1.62 $3.78 $32.40 $91.80 $ / /08/2024 Forest Lake $3.00 $7.50 $15.00 $75.00 $15.00 $15.00 $ / /27/2033 Goodview $2.35 $3.50 $55.00 $ / /30/2026 Kandiyohi $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $ / /01/2033 Lake City 2.0% 2.0% 04/ /30/2015 Lindstrom $1.00 $3.00 $ / /31/ % small Moorhead 5.0% 5.0% 5.0% 5.0% 5.0% medium & large 09/ /01/ Faribault: The franchise fee excludes the city, invoices to the city, or meters on city facilities or property. (Continued on Sheet No ) Date Filed: By: David M. Sparby Effective Date: President and CEO of Northern States Power Company, a Minnesota corporation Docket No. E,G999/CI Order Date: S:\General-Offices-GO-01\PSF\RA\Rates\Proposed\Mn_gas\ Statute & Rule Changes\franchise fees\informational filings\barnesville\mg_5_44-01_r06_redline.doc

20 Final Attachment C

21 Northern States Power Company, a Minnesota corporation Minneapolis, Minnesota MINNESOTA GAS RATE BOOK - MPUC NO. 2 FRANCHISE AND OTHER CITY FEES Section No. 6th Revised Sheet No Franchise and other city fees, as designated below will be included in the customers monthly bills computed under the indicated rate classes and effective in the following Minnesota communities: The Company remits 100% of these fees collected from ratepayers to the local government unit. Indicates fee is not applied * May include Negotiated Transportation Service. Any future NTS customer in a franchise city without a specific NTS franchise rate will be billed the Firm Transportation franchise fee. Franchise Fees City Residential Commercial Firm Non-demand Commercial Firm Demand Small Interruptible Medium & Large Interruptible Firm Transportation* Interruptible Transportation Effective Date Expiration Date Afton $2.00 $4.00 $5.00 $5.00 $5.00 $5.00 $ / /16/2024 Barnesville 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 02/ /13/2034 N Bayport $1.25 $10.00 $25.00 $10.00 $50.00 $10.00 $ / /04/2028 Big Lake $4.00 $8.00 $8.00 $8.00 $8.00 $8.00 $ / /23/2020 Chisago City $1.00 $3.00 $35.00 $30.00 $30.00 $30.00 $ / /31/2029 Cottage Grove $1.65 $4.95 $8.25 $16.50 $24.75 $24.75 $ / /04/2023 Delano 01/ East Grand Forks 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 12/ /19/2025 Faribault 1 $1.62 $3.78 $32.40 $91.80 $ / /08/2024 Forest Lake $3.00 $7.50 $15.00 $75.00 $15.00 $15.00 $ / /27/2033 Goodview $2.35 $3.50 $55.00 $ / /30/2026 Kandiyohi $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $ / /01/2033 Lake City 2.0% 2.0% 04/ /30/2015 Lindstrom $1.00 $3.00 $ / /31/ % small Moorhead 5.0% 5.0% 5.0% 5.0% 5.0% medium & large 09/ /01/ Faribault: The franchise fee excludes the city, invoices to the city, or meters on city facilities or property. (Continued on Sheet No ) Date Filed: By: David M. Sparby Effective Date: President and CEO of Northern States Power Company, a Minnesota corporation Docket No. E,G999/CI Order Date: S:\General-Offices-GO-01\PSF\RA\Rates\Current\Mn_gas\Mg_5_44-01_r06.doc