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SOO Green HVDC Link ProjectCo, LLC Franchise Agreement_InitiateCity of Dubuque City Council Meeting Copyrighted November 6, 2023 Items to be set for Public Hearing # 04. ITEM TITLE: SOO Green HVDC Link ProjectCo, LLC Franchise Agreement SUMMARY: Senior Counsel recommending City Council adoption of a resolution setting a public hearing for November 20, 2023, on an Ordinance granting a twenty-five year franchise to SOO Green HVDC Link ProjectCo, LLC (SOO Green or Project) for a transmission system for the transmission of electric energy and communication facilities in the City of Dubuque. SUGGESTED DISPOSITION: ATTACHMENTS: Description Memo Attachment Attachment Soo Green Memo RESOLUTION Setting a public hearing on an ordinance granting to Soo Green HVDC Link Projectco, LLC, its successors and assigns, the right and nonexclusive franchise to maintain and operate an electric franchise (transmission system) in the City of Dubuque, Iowa, for a period of 25 years Receive and File; Adopt Resolution(s), Set Public Hearing for November 20, 2023Suggested Disposition: Soo Green Franchise and Exhibits Soo Green Notice Resolution Type Staff Memo Supporting Documentation Supporting Documentation Supporting Documentation Supporting Documentation Supporting Documentation Resolutions THE C DUj!BaFE Masterpiece on the Mississippi BARRY A. LINDAHL, ESQ. SENIOR COUNSEL MEMO To: Mayor and City Council Members DATE: November 1, 2023 RE: SOO Green HVDC Link ProjectCo, LLC Franchise Agreement Dubuque All•Merica Cif M1.tiift'�Al.i A'A'.If-,v. AA- 2007-2012.2013 2017*2019 Attached is a resolution setting a public hearing on an Ordinance granting a twenty-five year franchise to SOO Green HVDC Link ProjectCo, LLC (SOO Green or Project) for a transmission system for the transmission of electric energy and communication facilities in the City of Dubuque. Background information about the Project is also attached. Essentially, the Project is a 2100 MW, 349 mile, 525 KV underground HVDC1 transmission line running from Iowa to Illinois, including through the City of Dubuque. The Project utilizes insulated and shielded cables which will be installed inside conduits placed in Canadian Pacific 1 Explanation provided by Raj Rajan, Vice President, Project Development, SOO Green HVDC Link: Transmission capacity is measured in MW, like generation capacity (power, not energy, which is MW x hours or MWh). One Mega Watt is 1000 Kilowatt. Our electricity bills are in Kilo Watt Hours or KWh. If the transmission line is used 24 hours a day, it can move 2100 MW * 24 hrs/day * 365 days/ year * 1000 KWh/MWh = 18.4 Billion KWh of electricity per year. Of course, we expect the line 'utilization' to be around 90%, so the energy transferred will be 90% of that (around 16.5 billion KWh/yr). An average home in the US uses 11,000 kWh/yr, so the power transmitted by our Project will be equivalent to that used by 1.5 million homes. To put this Project's transmission capacity in the generation context, the West Dubuque Solar Garden is the largest single solar project in Iowa and is around 4 MW. This Project can transmit power from over 500 such installations. Some of the largest wind farms in Iowa are 500 MW each. They generate power on average 8-9 hours a day. This Project can handle output from over 10 such large wind farms, as it is expected to transmit power over 20 hours a day. Power is transmitted to long distances more efficiently when the voltage is higher. At home, we have mostly 110-volt outlets, some 240v. The local transformers on the distribution side step down to this voltage from several thousand volts. Transmission voltages are typically over 110,000 volts or higher (referred to as kilo volts or kV), while some old systems can be as low as 66 kV (66,000 volts) or 33 kV. Distribution voltage is typically below 33 kV. Many existing alternating current (AC) overhead transmission lines are 345kV (like the one we plan to connect to in Iowa from our Project). Some newer projects are 525 kV. We are going to transmit direct current (DC) not alternating current (AC), because it is more efficient, and less energy is lost as heat. That's also why we can place our cables underground in dry installations without liquid cooling (525 kV AC cannot). The HV refers to high voltage, because it is 525 kV. Because existing grids in IA and IL are both HVAC, we have 'converter stations' in IA and IL that will convert from 345 kV HVAC to 525 HVDC in Iowa and back from 525 kV HVDC to 525 kV HVAC in IL (the IL connection point is the higher voltage AC already). Since direct current (DC) is like a battery, we have a positive and a negative pole. Therefore, one of the two cables will be at +525,000 volts and the other at-525,000 volts. Alternating current oscillates in cycles (hence 'alternating') that go from +345,000 volts to-345,000 volts in waves in each line. They have three conductors (hence the expression three-phase) and the waves are staggered in each line. Because we are underground, we refer to these as insulated and shielded HVDC 'cables', unlike bare conductor HVAC 'lines'. OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org Kansas City and Canadian National railroad rights -of -way in the city. The expected total investment in the Project is over $2.5 billion. For additional information about the Project, please visit these sites: https://www.soogreen.com/project-overview/ https://www.sooareen.com/customers/ The attached background information also includes a Health & Safety Overview from SOO Green. Dubuque Project Manager Steve Sampson Brown and I, working with the City Manager, City Attorney Crenna Brumwell, staff from city departments which may be affected by the Project, and Dave Lyons, have been negotiating with SOO Green representatives for the better part of three years on the details of the franchise agreement. A franchise is required because much of the system in the railroad rights -of -way will be crossing city street right-of-way. The terms of the franchise are similar to the terms of our gas and electric utility franchise agreements, adapted to the unique nature of this Project. Unlike the other franchise agreement, however, this franchise will have no franchise fee because SOO Green will not have any revenue from the sale of electricity in the city, which would be a requirement under state law for a franchise fee. SOO Green is only transmitting electricity which does not allow for a franchise fee. SOO Green will, however, reimburse the City through an annual management fee permitted by state law for costs the city incurs to manage SOO Green's use of the right-of-way. SOO Green also has agreed with the City to install at SOO Green's cost, fiber conduit and associated vaults along the entire route through the city to be owned, operated and managed exclusively by the City, with the exception of a two-mile stretch of railroad right of way owned by Canadian National which has an exclusive agreement with another entity for co -location of fiber. The City will need to find another route for that section of the conduit. The conduit route will provide multiple fiber optic pathways between the John Deere plant north of Dubuque to the Port of Dubuque where the CN 2-mile stretch begins, and south of the CN stretch within municipal limits, creating new opportunities for collaboration on public/private partnerships along with increasing the ability to provide redundant service connections to City facilities. It will also expedite future City projects by creating multiple fiber optic pathways under the rail lines that run through downtown Dubuque. This route will build a north/south fiber backbone route through the city which will connect with another backbone loop that extends to the west side of the city. More OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL tsteckle@cityofdubuque.org importantly, the SOO Green project includes thirteen (13) locations where duct crosses under railroad tracks (and high voltage lines) to get from the west side of the tracks to the east side. Crossing under railroad tracks currently poses one of the biggest challenges to deploying fiber in the city. Permits for typical crossings can easily take 2- 6 months and tens of thousands of dollars at each location. Such crossings would become even more challenging were it not for the franchise agreement once the SOO Green system is in place. Prior to the city council public hearing to consider adopting the franchise agreement, SOO Green was required to hold a public informational meeting about the Project to introduce the Project and allow citizens an opportunity to ask questions. SOO Green held the required meeting. Soo Green has provided the proposed schedule for the work in the City of Dubuque: 1. City council public hearing to adopt franchise: November 2023 2. Second and third readings (unless waived): December 2023 3. Engineering plans finalized: December 2024 (note that Franchise gives City Manager authority to approve final plans after approval of Franchise). 4. Commencement of construction in Dubuque: 2025-2027(note- this assumes that Project construction will move west to east). The reason for the 2025-2027 construction date, which SOO Green has indicated is a conservative date, is because the work might commence in western Iowa and continue eastward to Illinois. The Project starts just west of Mason City, Iowa and ends just west of Plano, in Yorkville Illinois. Commencement of construction will also depend on the required approvals from federal and state (IA and IL) regulatory agencies and regional transmission organizations (MISO and PJM). The Project likely also will require the acquisition of real estate from private parties and the City of Dubuque along the route where they interact with the railroad rights -of -way. While SOO Green has secured approval from the Iowa Utilities Board for segments of the Project outside of cities and from 12 of the 24 municipalities, this will be the first and largest SOO Green municipal franchise agreement along the Mississippi river segment and is expected to be a guide for SOO Green agreements with other Iowa cities along the river. BAL:JLM Attachment CC' Crenna Brumwell, City Attorney Steve Brown, Project Manager Gus Psihoyos, City Engineer Dave Lyons, Strategic Initiatives Consultant OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944 TELEPHONE (563) 583-4113 / FAX (563) 583-1040 / EMAIL tsteckle@cityofdubuque.org A New Model for Transmission Can Crack the Code for U.S. Renewable Energy Rail Co -location: A Better Siting Model - Eliminates eminent domain - Eliminates visual obstructions • Hiiinimizes environmental impacts • Improves reliability during weather events • Introduces state of the art VSC technology www.soog,reenrr.com Project Overview SOO Green is a 2,100 MW. 349-mile, 525 KV underground HVDC transmission line running from Iowa to Illinois. This project ,01 utilize two 5" diameter, 525 KV rubber -baser! XLPE cables to deliver large-scale and diversified renewable energy to market_ The expected total investment for this project is S2.5 billion. The project is financially supported by Copenhagen Infrastructure Partners and Siemens and has an exclusive strategic partnership , nth Canadian Pacific Railway. Portfolio Approach Strong infrastructure enables SOO Green customers to source renewable energy from generators located throughout the Nlidviest. Through this procurement, SOO Green gilt deliver renewable energy throughout t,-.e Eastern United States. SOO Green's ability to deliver large quantities of diversified renewable energy creates a convenient and reliable mechanism for numerous buyers and sellers to complete simplified transactions. ` ro . m ., if ro to fl C cx C ie c rD a G Q Q Z C— c = c o Z)< C C o o � c h :) < I G 1 ➢ �_ _ •, 1 0 Tz" _ { P4 t ti TT } .. p _ t i` ► �! " 1 1 ' f L— t ( j } t f ; < a3 1 r a � . f � Y I . F �i _. t; i �fq rg Sit t--.L � S ♦ J � 'ai ! #2zi If 1dmf I i J s - t t 4 UI u 1 , ` t % �%� k .. j yam^ �• N ; \ ♦ ' 1f QM01 THE 'WALL S I I REET JOURNAL. BUSINESS `Extension Cora' to Carry Green Power From Midwest to Fast SiemerLs, Copenhagen I nfrastructure Partners to take over $25 billion project to trartsrnit win i and solar energy By Russell Gold March 10, 2019 11:45 p.m. ET Two European firms are backing an ambitious $2.5 billion project to carry renewable electricity underground through the American heartland. Siemens AG SIEGY -0.37% is joining with a Danish investment fund to build and operate a 349-mile-tong, electrical -transmission line that would carry wind and solar energy from Iowa into the Chicago area, according to the project's developer. The link would allow renewable energy from the Upper Midwest to travel all the way into the eastern U.S. by hooking up to the PJM Interconnection, the power grid that serves all or part of 13 states, including Illinois, Ohio and Pennsylvania. Called the SOO Green Renewable Rail, the project is a giant extension cord designed to carry electricity on buried direct -current lines. The fund, called Copenhagen Infrastructure Partners, and Siemens are purchasing the project from its developers, a group that includes several private investors and the U.S. subsidiary of Canadian Pacific Railway Ltd. CP+1.07% The terms of the deal weren't disclosed. The vast majority of the line will run in a Canadian Pacific railroad corridor. The project's developers expect that going underground on an existing railroad right of way will make it easier to obtain permits and local permission, a strategy that they say was used before in expanding high-speed internet networks. It is using direct -current technology, instead of the more widely deployed alternating current, because it doesn't interfere with railroad signals. "The fact is that going underground, you don't have wires rubbing up against trees. You are not going to have tornado impacts. It is safer and more resilient," said Joe DeVito, president of Direct Current Development Co., which has developed the project. The project still needs to obtain certain state and federal permits, and needs to sign up shippers to contract for capacity on the line. It will be capable of carrying 2,100 megawatts, the equivalent of a large nuclear -power plant. Developers said they hope to have it operational by 2024. Investors have tried to build more than a half -dozen long-distance, direct -current power lines in the U.S. So far, the aboveground efforts have been delayed or derailed by permitting delays as well as local and political opposition. Building a belowground fine is nearly twice as expensive per mile as an aboveground line on towers. Developers have been trying to move electricity from one large regional grid to another, to take advantage of electricity price arbitrage, as well as abundant renewable energy in the Upper Midwest and Great Plains. This project is the second Iarge renewable -energy investment that Copenhagen Infrastructure Partners has made in the U.S. It also has a 50% stake with Avangrid Renewables in Vineyard Wind, an offshore wind farm off the coast of Massachusetts. Christian Skakkebaek, a senior partner at Copenhagen Infrastructure Partners, said the project fits into his fund's focus on "critical energy infrastructure assets." A spokesman for Siemens said the German company's financing arm was backing the project to help "meet the many challenges associated with bringing complex infrastructure projects online." Siemens's high -voltage, direct -current technology will be used in the project. 3/28/2019 Proposed underground transmission line would travel through Dubuque, Bellevue among other local cities I Tri-state News I telegraphher... TELEGRAPH HERALD http://www.telegraphheraId.com/news/tri-state/article_3a84c4f9-0971-56c3-b096-Of 10af7465c5.html Proposed underground transmission line would travel through Dubuque, Bellevue among other local cities BYALLIEHINGAallie.hinga@thmedia.com Mar 27, 2019 A proposed 349-mile-long, underground transmission line carrying renewable energy from the Midwest to the eastern United States would travel through the tri-state area. If the SOO Green Renewable Rail Project receives regulatory approval, part of the route would follow a stretch of the Canadian Pacific Railway line along the Mississippi River from Marquette to Sabula, then across the river into Savanna, III. Officials for the project said they expect the local impact during construction to be minimal "I think once we get closer, if there is anything, we obviously will make sure that people know in advance," said Sarah Lukan, a spokeswoman for the project. Direct Connect Development Co. officials announced this month their intent to develop the $2.5 billion, privately funded transmission line, which would run from Mason City, Iowa, to Plano, III. The line would deliver wind and solar energy from the Midwest to a power grid that serves part of the eastern U.S., Lukan said. She estimated the 2,100 megawatt line would be able to power about 1.2 million homes. "There's more wind energy being created right now than the grid is able to use, so we'll be able to take that excess and use it in another part of the country," she said. The route largely would fall in the right of way for the Canadian Pacific line, which locally would take it through Marquette, Guttenberg, Dubuque, Bellevue, Sabula and Savanna. Because the transmission line would be constructed in the existing right of way, Lukan said she did not anticipate the project would require property acquisition in the tri-state area. She also did not anticipate any major construction impacts. Getting the necessary state and federal approval for the line is expected to take two to three years. The line then would take two years to construct. Bellevue City Administrator and Clerk Abbey Skrivseth said she learned about the project last week and reached out to SOO Green officials to talk with them. Bellevue's situation is different because the section of railroad that runs through town does not have right of way on either side of the tracks. City and project officials would have to work out an agreement for an easement, Skrivseth said. "Those are the details that we just need to work out to figure out how can we make it work for everyone," she said. When contacted by the Telegraph Herald, Dubuque County Board of Supervisors Chairman Dave Baker said he had not heard about the project but would look into it. www.telegraphherald.com/news/tri-state/article_3a84c4f9-0971-56c3-bO96-0f10af7465c5. html 1 /2 3/28/2019 Proposed underground transmission line would travel through Dubuque, Bellevue among other local cities I Tri-state News I telegraphher "Based on your call, I'll get it on my radar screen," he said in a brief phone interview. Lukan wrote in a follow-up email that officials have reached out to the Dubuque County Board of Supervisors so they can brief them on the project. City of Dubuque spokesman Randy Gehl wrote in an email that city officials only recently learned about the project. They have not yet explored the matter but will do so soon. Copyright, Telegraph Herald. This story cannot be published, broadcast, rewritten or redistributed without prior authorization from the TH. www.teleg raphherald.com/news/tri-state/article_3a84c4f9-0971-56c3-bO96-0f10af7465c5. html 2/2 S00 3 Green HVOC LINK February 13, 2020 Brant E. Schueller, et al. 13017 North Cascade Road Dubuque, IA 52003-9674 Dear Brant E. Schueller, et al., 1600 Utica Ave S St. Louis Park, MN 55416 9`h Floor This letter is to notify you that S00 Green HVDC Link ProjectCo, LLC ("S00 Green") is proposing to build a new 525 kilovolt underground high voltage direct current ("HVDC") electric transmission line ("Project") in Dubuque County, Iowa. The proposed transmission line will transfer energy generated in Iowa, including renewable energy, between Mason City, Iowa and Yorkville, Illinois. The Project route will primarily utilize existing railroad right-of-way. The Project will require a franchise from the Iowa Utilities Board ("Board") for areas outside of municipal boundaries and a separate franchise from each municipality the Project crosses. All landowners are invited to attend a public informational meeting regarding the proposed Project that will be held at Hotel Julien in Dubuque, Iowa on March 161h. At the meeting, details regarding the proposed Project and information regarding the legal rights of affected landowners will be presented. Time will also be allocated to answer questions and the meeting should last approximately one hour. Below is the Dubuque County public informational meeting information: • When: Monday, March 16, 2020 5:30PM (CST) • Where: Hotel Julien - 200 Main Street, Dubuque, IA 52001 • Light refreshments will be provided Your receipt of this letter indicates that right of way adjacent to property in which you have a legal interest could potentially be affected by the construction of the Project. Enclosed is a Notice of Public Informational Meeting and a map showingthe proposed route and the notification corridor in which potentially affected properties are located. The final transmission line alignment within the identified corridor will be selected after negotiations with landowners are complete. Under Iowa law, S00 Green cannot negotiate with landowners in Dubuque County before the public informational meeting on March 16, 2020. If you are unable to attend the meeting but are interested in learning more about the Project, please visit our website (www.soogreenrr.com) and send a message with your contact information on the "Contact Us" tab. Even if you cannot attend the informational meeting or contact us through our website, a member of our land team will be in contact with you over the coming months to explain the Project and the upcoming steps in the development process. Thank you for your time and we look forward to speaking with you, /iles Vice President — Real Estate Enclosures P1N:1610477002 State of Iowa County of Dubuque Notice is hereby given that S00 Green HVDC Link ProjectCo, LLC ("Petitioner"), with its principal place of business at 1600 Utica Ave. S. St Louis Park, MN 55416, 91' floor, is proposing to build a new 525 kilovolt ("kV") underground high voltage direct current ("HVDC") electric transmission line ("Project") in Dubuque County, Iowa. The proposed transmission line will transfer energy generated in Iowa, including renewable energy, between Mason City, Iowa and Yorkville, Illinois. The Project route will primarily utilize existing railroad right-of-way. The notification corridor and the proposed line route for which new interests in land may be sought in Dubuque County are reflected on the enclosed map and by reference made a part hereof. The notification corridor is the area in which landowners and parties in possession or residing on property over which Petitioner may obtain interests in land are noticed concerning the public information meeting and in which easements or other interests in land may be sought after the meeting is held. A map of the entire proposed route in Iowa is also enclosed. Prior to the construction of the transmission line, Petitioner must request a franchise from the Iowa Utilities Board ("Utilities Board") authorizing the construction, operation and maintenance of the transmission line along the proposed route. The proposed route of the line in Dubuque County will follow existing Canadian Pacific Railway rights of way for approximately 33.4 miles starting at the northernmost point at latitude 42°40'17.03"N, longitude 90°53'49.20"W, through Sections 27, 28, 29, 30, 34, 35, and 36 in Township 91N, Range 01E, Sections 31 and 32 in Township 91N, Range 02E, Sections 3, 4, 5, 10, 14, 15, 23, 26, 35, and 36 in Township 90N, Range 02E, Sections 6, 7, 18, 19, 30, and 31 in Township 89N, Range 03E, Sections 1, 24, and 25 in Township 89N, Range 02E, Sections 19, 28, 29, 30, 33, and 34 in Township 88N, Range 04E, Sections 4, 5, 6, 9, 10, 14, 15, 23, and 24 in Township 88N, Range 03E, and Section 3 in Township 87N Range 04E, ending at the southernmost point at latitude 42'22'53.96"N, longitude 90029'17.06"W. Petitioner may seek to acquire additional interests in land within the identified corridor for the construction, operation and maintenance of the line. Any request for land rights will include the right to maintain the right-of-way so as to not interfere with the construction, operation and maintenance of the transmission line and the right of ingress and egress to the right of way area. After the Utilities Board has reviewed the petition for franchise, it may conduct a public hearing and landowners would have a right to participate in the hearing process. If a hearing is conducted, notice of the public hearing will be published in a Dubuque County newspaper with county wide circulation. There is the possibility that right-of-way may be acquired by condemnation if approved by the Utilities Board. Currently, Petitioner has not requested and does not have the right of eminent domain in order to acquire the property rights by condemnation. If eminent domain is requested by Petitioner, a hearing must be conducted by the Utilities Board where the request will be considered, and Petitioner would need to show that the property rights are needed to serve a public use. If Petitioner requests the use of eminent domain, a notice of the public hearing will be sent to the owners of record and parties in possession of the parcels subject to the request for eminent domain by Certified United States mail, return receipt requested, in addition to the notice being published in an Dubuque County newspaper with county wide circulation. As a landowner or a party in possession of property that may be affected by the location and construction of the described electric transmission line, you have the right to be present at an Informational Meeting to be held at the time and place listed below. You also have the right to file with the Utilities Board objections to the location and construction of the proposed line as described. The Utilities Board's address is 1375 E. Court Ave., Room 69, Des Moines, Iowa 50319- 0069. Representatives of the Utilities Board will preside at the Informational Meeting and present a summary of the legal rights of affected landowners. Qualified representatives of the Petitioner will be present to discuss the project and to answer questions. Persons with disabilities requiring assistive services or devices to observe or participate should contact the Utilities Board at (515) 725-7300 in advance of the scheduled date to request that appropriate arrangements be made. Informational Meeting to be held: Date: March 16, 2020 Time: 5:30 p.m. Location: Hotel Julien 200 Main Street Dubuque, IA 52001 Dated: February 12, 2020 Neil W. Jones Vice President — Real Estate www.soogreenrr.com osoo m HVDC LINK Green Health & Safety Overview On the SOO Green HVDC Link project, safety is our top priority both during construction and when the transmission line is operational. The SOO Green project will utilize direct current (DC) technology, which enables the safest method of power transmission today. Installing bipolar high voltage direct current (HVDC) transmission cables underground, in a secure, monitored, operating railroad right-of-way limits access and significantly reduces the risk of accidental contact. Modern bipolar HVDC technology is self-contained, efficient, and safe for humans, animals, and the environment. We are committed to being a good neighbor, protecting and enhancing the health, safety, and prosperity of the communities that will host our state-of-the-art power transmission project. Electrical & Magnetic Fields (EMF) • Electrical fields are produced whenever voltage exists. SOO Green's cables are insulated and grounded on the outside layer of the cable, so no electric field exists outside the cable. Magnetic fields are produced when electric current flows in a wire. Magnetic fields drop off quickly with distance from their source. The currents on each of the SOO Green cables flow in opposite directions and the magnetic fields they produce cancel each other out. The above ground residual magnetic field will be weaker than typical household appliances. Stray Voltage & Induced Currents Stray Voltage sometimes occur in AC power systems when significant electrical currents flow through the ground or when household electrical systems are not properly grounded. In contrast, all of SOO Green's current will flow in its cables and HVDC power line will not cause stray voltage. AC power systems also induce currents in individuals and objects located within their electric fields. Since the SOO Green line utilizes DC technology, it eliminates induced currents caused by fluctuating voltages. Sources: SOO Green HVDC Link Project (2020) and Electrical and Biological Effects of Transmission Lines: A Review, US Department of Energy (1996). Magnetic Fields milli Gauss 30 40 300 700 1000 (mG) SOO Green Refrigerator Microwave Hair Circular HVDC Link Oven Dryer saw Three feet above ground surface and 20 feet from the power lines. SOO ®1J Green HVIDC LINK MEMORANDUM TO: Mayor and City Council, City of Dubuque, IA FROM: SOO Green HVDC Link Pro'ectCo, LLC SOO Green DATE: 315t October 2023 RE: Municipal Electric Franchise Please find attached the draft of the franchise agreement and Exhibits A-D between SOO Green HVDC Link ProjectCo, LLC (SOO Green) and the City of Dubuque, as developed in consultation with Barry Lindahl (Senior Counsel for the City Attorney's Office) and Steve Sampson Brown (Project Manager and Civil Engineer at the City of Dubuque Engineering Department). The proposed SOO Green HVDC Link project is an approximately 350 mile underground power transmission line to be located along transportations rights of way between Mason City (IA) and Yorkville (IL), connecting two regional electric power grids (MISO and PJM). Approximately 8 miles of the project corridor will be located within the railroad rights -of -way of Canadian Pacific Kansas City Railway (CPKC) and Canadian National (CN) within the municipal boundary of the City of Dubuque (as shown in Exhibit A). The proposed project will not have any customers within the City of Dubuque and hence will not generate any revenue within the City of Dubuque. Iowa state statute requires SOO Green to seek an ordinance granting it the right to construct, maintain, and operate this power transmission link through the City of Dubuque. SOO Green has also sought and secured unanimous approvals from City Councils for electric franchise ordinances from all twelve of the twenty-four Iowa municipalities where public hearings were held in 2021 and 2022. On 13th September 2023, SOO Green secured approval from the Iowa Utilities Board to pursue these activities within rural sections of the project corridor, including segments adjacent to the City of Dubuque's municipal limits. SOO Green has negotiated and fully executed a Power Line Agreement with CPKC and CN. SOO Green's agreement with CPKC also includes permission to co -locate fiber conduits and junction boxes in the railroad rights -of -way within the City of Dubuque. SOO Green will reimburse the City of Dubuque for costs the City actually incurs to manage SOO Green's use of the public rights -of -way within City limits. In addition, SOO Green will also install, at its cost, fiber conduit and associated vaults to be owned, operated, and managed exclusively by the City, along the CPKC right-of-way segment of the project corridor north of the CN segment within municipal limits (as shown in Exhibit B). Prior to the start of construction, SOO Green will coordinate all existing and planned underground utility crossings, including but not limited to those shown on Exhibit C, to the satisfaction of the City's Engineering Department. SOO Green will maintain commercial general liability insurance coverage, or its equivalent, upon commencement of construction in the City and continuing throughout the term of this franchise, as described in Exhibit D. On 10th July 2021, SOO Green held a Public Information meeting on the project at Hotel Julien in Dubuque. Once a public hearing for the franchise ordinance is scheduled, SOO Green will work with the City of Dubuque to meet public noticing requirements for the same. ORDINANCE NO. -23 ELECTRIC FRANCHISE (TRANSMISSION SYSTEM) ORDINANCE GRANTING TO SOO GREEN HVDC LINK PROJECTCO, LLC, ITS SUCCESSORS AND ASSIGNS, THE RIGHT AND FRANCHISE PURSUANT TO IOWA CODE SECTION 364.2(4) TO CONSTRUCT, RECONSTRUCT, RELOCATE, REPAIR, REPLACE, MAINTAIN AND OPERATE IN THE CITY OF DUBUQUE, DUBUQUE COUNTY, IOWA, A TRANSMISSION SYSTEM FOR THE TRANSMISSION OF ELECTRIC ENERGY AND COMMUNICATION FACILITIES AND THE RIGHT TO CONSTRUCT, RECONSTRUCT, RELOCATE, REPAIR, REPLACE, MAINTAIN, OPERATE, THE NECESSARY CONDUITS AND OTHER APPLIANCES OR EQUIPMENT FOR THE TRANSMISSION OF ELECTRIC CURRENT AND COMMUNICATION FACILITIES UNDER CERTAIN STREETS, AVENUES, ALLEYS AND PUBLIC PLACES AND IN A CERTAIN RAILROAD RIGHT OF WAY IN THE CITY OF DUBUQUE, DUBUQUE COUNTY, IOWA WITHIN THE CITY AS THE BOUNDARIES ARE NOW AND MAY HEREAFTER EXIST, FOR THE PERIOD OF TWENTY-FIVE (25) YEARS ("Franchise" or "Ordinance"). BE IT ENACTED by the City Council of the City of Dubuque, Iowa: Section 1. Introduction. There is hereby granted to SOO GREEN HVDC LINK PROJECTCO, LLC, hereinafter referred to as "SOO Green" or the "Company," its successors and assigns, the right and franchise to construct, reconstruct, repair, replace, maintain and operate in the City of Dubuque, Dubuque County, Iowa, the necessary conduits, and other appliances or equipment for the transmission of electric current and communication facilities (collectively, the "Facilities")' and the right to construct, reconstruct, relocate, repair, replace, maintain and operate the Facilities under the streets, avenues, alleys and public places and in certain railroad right of way in the City of Dubuque, Dubuque County, Iowa, in the preliminary route as shown on Exhibit A (the "Route"), the final route to be subject to the written approval of the City Manager before any mobilization, staging, or construction of the Facilities within the City limits. This Franchise shall be effective for a twenty-five (25) year period from and after the effective date defined in Paragraph 20 herein ("Effective Date"). SOO Green is also granted the right of eminent domain as provided in Iowa Code Section 364.2(4) as reasonably necessary to carry out the purposes of this Franchise. Section 2. Public Meeting. 2.1 As a condition precedent to the public hearing required by Iowa law and the adoption of this Ordinance, the Company held a public informational meeting on July 10, 2021. The meeting was held in person at the Hotel Julien in Dubuque. 'The communications facilities authorized in this paragraph are limited to communications for the Facilities, City and/or railroad use, and are therefore not subject to the City Nonfranchised Communications Ordinance, Title 11, Ch. 1. 022621LA 2.2 Notice of the time and place of the meeting was published in the Telegraph Herald at least seven (7) days and not more than twenty (20) days prior to the date of the meeting. A reasonable effort was made to notify by mail those property owners whose property is within two hundred feet (200') of the proposed Route, prior to the meeting. The notice was mailed not less than seven (7) days and not more than twenty (20) days prior to the meeting. The notices contained the following: 1. The name of the applicant. 2. The applicant's principal place of business. 3. A general description and purpose of the proposed project. 4. The general nature of the franchise desired. 5. A map showing the route of the proposed project. 6. A description of all equipment to be constructed or installed. 7. The place and time of the meeting. 8. The Company contact person and contact information for a Company representative who will be available Monday through Friday during the Company's business hours to respond to citizen inquiries about the project. Section 3. Management Fee. 3.1 The Company shall pay the City upon receipt of annual statements a management fee for the City's management costs which are the reasonable, direct, and fully documented costs the City actually incurs to manage the Company's use of the public rights -of -way as provided by Iowa Code Section 480A.2(2). In lieu of an annual statement and at the City's option, the City and the Company may agree to use an estimated fee. 3.2 The Company shall install, at its cost, fiber conduit and associated vaults described in Exhibit B, to be owned, operated and managed exclusively by the City, along the Canadian Pacific Kansas City (CPKC) right-of-way segments of the project corridor within municipal limits. The Company shall be responsible for any fiber related fees charged by CPKC. Upon reasonable notice to the Company, the City shall have access to the conduit and vaults to repair, replace, maintain and operate the conduit and vaults. The Company shall notify the City of any construction, reconstruction, relocation, repair, replacement, or maintenance of the Facilities that would affect the City's conduit to permit the City to take such action as it deems necessary to protect its conduit. The City's exercise of its right to repair/replace co -located fiber may not interfere with rail operations or with operations of the SOO Green Facilities. 3.3 Payments to City. All invoice payments required by this Ordinance shall be made payable to "The City of Dubuque, Iowa" and delivered to the City of Dubuque Finance Department, City Hall. Any payments due not paid in full by the due date shall be subject to the lesser of the maximum interest provided by law or 1 % per month. 4 Section 4. Utilities. 4.1 Water Utilities. Prior to the commencement of any construction, the Company shall work with the City Engineer and the Water Department to maintain adequate separation from existing facilities to avoid interference and to minimize the risk of relocation of the Facilities. The Company will seek to maintain a vertical depth of not less than six (6) feet separation and a horizontal separation of not less than ten (10) feet from any City water main. These distances can be reduced only if approved by the City Engineer. When crossing or running parallel to a City water main, the water main shall be potholed by the Company for field verification before installation of the Company conduit. Areas of concern include but are not limited to those shown on Exhibit C. 4.2 Other Utilities. Prior to the commencement of any construction, the Company shall coordinate on all construction of the Facilities to the satisfaction of the City Engineer to minimize the impact on all other public and City utilities. 4.3 Damage to City Utilities. The Company shall reimburse the City for all costs and damage to City utilities caused by SOO Green's construction, reconstruction, relocation, repair, replacement, operation or maintenance of the Facilities promptly upon receipt of a statement of such costs and damages from the City. The Company shall not be responsible for any costs and damage to the City caused by the City's negligence orwillful misconduct. Section 5. Indemnification. 5.1 The Company shall indemnify, defend and hold City, its officers and employees, harmless from and against any and all claims, demands, losses, damages, cost and expenses (including, but not limited to, court costs, fines, penalties and reasonable attorneys' fees, but excluding consequential or indirect damages), judgments, liabilities and causes of action of any nature whatsoever resulting from or relating to its negligent acts or omissions in the use or occupancy of the streets, avenues, alleys and public places in the City, a material breach of this Franchise, or arising in any manner out of the negligent acts or omissions of its agents, employees, or contractors in connection with same, or with respect to the violation of any laws, including without limitation, any environmental laws. The Company shall indemnify and defend the City for, from and against any and all mechanics' liens and other liens and encumbrances filed by any person claiming by, through or under the Company and against all costs, expenses, losses and liabilities (including reasonable attorneys' fees) incurred by the City in connection with any such lien or encumbrance or any action or proceeding brought thereon. For avoidance of doubt regarding the scope of this indemnification, the Company shall not be responsible for any costs and damage to the City caused solely by the City's negligence or willful misconduct. 5.2 The Company shall maintain commercial general liability insurance coverage, or its equivalent, upon commencement of construction in the City and continuing throughout the term of this Franchise as described in Exhibit D, as such schedule may reasonably K! be amended from time to time by the City, provided however that any new requirements will not exceed the requirements imposed on any other utility operating within the City, are commercially available, and reasonably obtainable. The Company's failure to meet the insurance requirements shall not relieve the Company of its responsibilities under this Franchise. Upon proof of financial responsibility to the reasonable satisfaction of the City, the Company may be allowed to self -insure the coverages required. The Company shall provide the City with certificates of insurance or letter of self-insurance, subject to the approval of the City in its sole discretion, upon request. 5.3 The requirements of indemnification shall not be a waiver of any right that the City would have to assert defenses on its own behalf under state or federal law. The Company's indemnification obligations under this Franchise shall survive the expiration, cancellation, or termination of this Franchise in accordance with applicable statutes of limitation in force within the state of Iowa. Section 6. Relocation. 6.1 The Company shall, at its cost and expense, locate and relocate its Facilities in, on, over or under any public street or alley or other public place in the City in such a manner as the City may at any time reasonably require for the purposes of facilitating the construction, reconstruction, maintenance or repair of the street or alley or any public improvement of, or public improvement, in or about any such street or alley or reasonably promoting the efficient operation of any such improvement ("City Project"). The Company shall not be required to relocate, at its cost and expense, Company facilities in the public right-of-way that have been relocated at company expense at the direction of the City in the previous three (3) years. 6.2 The City and the Company desire to minimize, to the fullest extent possible, the risk that any of the Facilities would require relocation for the purposes of a future City Project. The City has reviewed Exhibit A and used its best available information to identify any areas where a City Project may occur during the term of this Franchise and could potentially result in a Facilities relocation. The City and the Company will work together to revise the location of the Facilities prior to construction to reduce the risk of any conflict. For future City Projects, the following will apply: a. In developing a City Project, the City shall consider reasonable alternatives so as not arbitrarily to cause the Company unreasonable additional expense. b. If there is a potential conflict between a City Project and the Facilities, the City and the Company will work together to identify alternatives that would avoid relocation of Facilities. When such alternative is available, SOO Green will have the option to pay the incremental cost, if any, associated with the alternative to avoid relocation and the City will implement that alternative if SOO Green so elects. c. If a relocation of Facilities cannot be avoided, the City will provide a reasonable alternative location for the Company's facilities within City right-of-way. The Company shall be solely responsible for any additional cost to the City as 2 determined by the City Engineer in the City Engineer's sole discretion for providing such alternative location. If the alternative location the City can provide within the City right-of-way is not acceptable to the Company, the Company is granted the power of eminent domain to acquire the land rights necessary to relocate the Facilities to a suitable location. The Company will not be required to deactivate and relocate existing Facilities until the relocated Facilities are operational. 6.3 If the City orders or requests the Company to relocate its Facilities for the primary benefit of a commercial or private project, or as the result of the initial request of a commercial or private developer or other non-public entity, the City shall require advance payment to the Company for all construction and transactions costs and the provision of an alternative location for the Facilities of such relocation from such developer or other non-public entity as a precondition to relocating the Facilities. If such pre -payment is made, the Company will not be required to deactivate and relocate existing Facilities. The Company will not be required to deactivate and relocate existing Facilities until the relocated Facilities are operational. 6.4 The City shall give the Company reasonable advance written notice to vacate a public right-of-way. Vacating a public right-of-way shall not deprive the Company of its right to operate and maintain existing Facilities within the vacated right-of-way and the City shall grant the Company a utility easement in the vacated public right-of-way until the City orders or requests the Company to relocate its Facilities. If such relocation is for the primary benefit of a commercial or private project, or as the result of the initial request of a commercial or private developer or other non-public entity section 6.3 of this Franchise shall control. If the relocation is for a City Project, Section 6.2 shall control. This paragraph shall not apply to the realignment, reconstruction, or vacation of streets or alleys in a designated urban renewal area; provided, however, the City shall identify, reserve and make available alternate locations for facilities to serve the designated urban renewal area consistent with the technical needs of the Company and consistent with Section 6.2.2 Section 7. System Plans And Maps. 7.1 The Company shall apply to the City Engineering Department for a permit for work performed in the City's right-of-way in accordance with the City's regulations. Mapping information will be used solely and exclusively by the City in administering the use and occupancy of the public right-of-way within the City and shall not be provided to or relied on by any person for any other purpose. At the request of the City, mapping information will be reviewed with the City staff. The City recognizes that Company claims the information may constitute a trade secret or is otherwise protected from public disclosure by State or Federal law on other grounds and agrees to protect the information to the extent allowed by State or Federal law. Furthermore, the City agrees that no documents, maps or information provided to the City by the Company shall be made available to the 2 Note: IPL 11-5A-5. 11-5B-5 City Vacation of Property. 61 public or other entities if the Company certifies that such documents or information are exempt from disclosure under the provisions of the Freedom of Information Act, the Federal Energy Regulatory Commission Critical Energy Infrastructure requirements pursuant to 18 C.F.R. § 388.112 and § 388.113, or chapter 22 of the Code of Iowa, as such statutes and regulations may be amended from time to time. In the event any action at law, in equity or administrative is brought against the City regarding disclosure of any document which the Company has designated as a trade secret or as otherwise protected from disclosure the City shall promptly notify the Company. The Company shall at the City's option assume the defense of said action or agree to reimburse the City any and all costs, including attorney fees and penalties, to the extent allowed by law which may result from any said action. Prior to any excavating in the rights -of -way, both parties shall follow the procedures set forth in Iowa Code Chapter 480 or an entity with a similar function utilized by both the City and the Company, currently the Iowa One Call System. 7.2 For emergencies, the Company may proceed with the work without first applying for a permit, provided, however, that the Company shall apply for and obtain a permit as soon as practicable after commencing such work. 7.3 The Company shall replace the surface, restoring the condition as existed prior to the company's excavation, but shall not be required to improve or modify the public right- of-way unless said improvement is necessary to meet a SUDAS (Statewide Urban Design and Specifications) standard, a requirement of the Americans With Disabilities Act, or any other standard mandated by State or Federal law, provided however, if any improvement is requested or required for aesthetic, cosmetic or similar purposes not mandated by State or Federal law the City shall reimburse the company the incremental cost of such improvements. The company shall complete all repairs in a timely and prompt manner. Company agrees any replacement of road surface shall conform to current City ordinances regarding its depth and composition. Section 8. Annual Planning Meeting. The Company operations staff will, at the request of the City, attend an annual meeting with the City Engineering Department and other interested city personnel to discuss utility reliability standards, including comparisons to regional and national reliability statistics, annual and long-term construction coordination planning for the Company and City and other related items. This will not replace any periodic meetings needed on specific projects and issues. The City also holds monthly utility coordination meetings. The City shall timely provide the Company with minutes of the monthly meeting and the Company will timely review and notify the City of any potential conflicts a proposed project may have on the Facilities. Notwithstanding the foregoing, the City Engineer may require a Company representative to attend any monthly meeting where the subject of the meeting may include a proposed project which may significantly affect the Facilities. SOO Green will notify the City of its point of contact for monthly meeting minutes and the annual planning meeting at least 30 days prior to commercial operation date. Section 9. Reliability. The Company will maintain compliance with applicable National Electric Safety Code, Iowa Utilities Board regulatory standards and North 101 American Electric Reliability Corporation standards. Section 10. Non -Exclusivity. The franchise granted by this Ordinance shall not be exclusive. The City shall not, however, grant a subsequent franchise that would impair, obstruct, or diminish the franchise rights of the Company under this Ordinance. Section 11. Emergency Training, Participation And Communication. The Company will maintain a twenty-four (24) hour contact with City of Dubuque Police Dispatch or other emergency management contact for emergency communications. The Company shall provide training on safety matters related to the Facilities upon the request of the Fire Chief. Section 12. Corporate Philanthropy. On an annual basis, the Company will provide notice to the City Manager of whether the Company has any grants or other corporate giving opportunities for which the City of Dubuque or businesses located in may be eligible. Section 13. Publication Expenses. The expense of the publication of this Ordinance shall be paid by the Company. Section 14. Repeal Of Conflicting Ordinances. All ordinances, or parts of ordinances, insofar as they are in direct conflict herewith, are hereby repealed. Section 15. Compliance With City Ordinances. The Company shall, to the extent not inconsistent with the terms of this Franchise, at all times during the term of this Franchise ordinance conform with, submit to, and carry out the provisions of any and all valid ordinances existing or as hereafter lawfully enacted relating the City's exercise of its police powers. Section 16. Dispute Resolution. The City and the Company agree to attempt to resolve any dispute or disagreement which is not a material breach arising under or in connection with this Ordnance in good faith through discussion between their authorized representatives. If they are unable to resolve any such dispute within thirty (30) calendar days from the date on which either the City or the Company delivers to the other written notice of such dispute, then senior management designees for the City and the Company shall discuss the matter in an attempt to resolve the dispute or disagreement. In the event the senior management designees are unable to resolve any such dispute within thirty (30) calendar days, the City and Company agree to try in good faith to settle the dispute by mediation prior to, and as a precondition to, commencing any litigation. The City and Company will bear their own attorneys' fees, expert witnesses' fees, costs and expenses in the mediation. The mediation shall be in Dubuque, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. Section 17. Material Breach. Either the City or the Company may terminate this Franchise if the other party shall be materially in breach of its provisions. Upon the N occurrence of a material breach, the nonbreaching party shall provide the breaching party with notification by certified mail specifying the alleged breach. The breaching party shall have sixty (60) days to cure the breach, unless it notifies the nonbreaching party, and the parties agree upon a longer period for cure. If the breach is not cured within the cure period, the nonbreaching party may terminate this Franchise. A party shall not be considered to be in breach of this Franchise if it has operated in compliance with state or federal law. A party shall not be considered to have breached this Franchise if the alleged breach is the result of the actions of a third party or the other party. Section 18. Closing. This Franchise ordinance sets forth and constitutes the entire agreement between the Company and the City of Dubuque with respect to the rights contained herein, and may not be superseded, modified or otherwise amended without the approval and acceptance of the Company. Section 19. Severability. If any of the provisions of this Franchise are for any reason declared to be illegal or void, the lawful provisions of this Franchise, which are severable from said unlawful provisions, shall be and remain in full force and effect, the same as if the Franchise contained no illegal or void provisions. Section 20. Effective and Binding. This Ordinance and the rights and privileges herein granted shall become effective and binding upon its approval, passage in accordance with Iowa law, the written acceptance by the Company, publication, and notice by the Company as provided below. The City shall provide the Company with an original signed and sealed copy of this Ordinance within ten (10) days of its final passage. The Company shall, within sixty (60) days after the City Council approval of this Ordinance, file in the office of the clerk of the city, its acceptance in writing of all the terms and provisions of this Ordinance. Following City Council approval and Company acceptance, this Ordinance shall be published in accordance with the Code of Iowa. The Effective Date of this Ordinance shall be the earlier of (a) the date the Company provides written notice to the City Manager that any mobilization, staging, or construction of the Facilities will commence within the City limits or (b) December 31, 2026. Section 21. Vegetation Management. The City agrees not to plant any trees directly above the Facilities. The Company is authorized and empowered to prune or remove at Company expense, any tree extending into any street, avenue, right-of-way, alley, public place or public ground that the company determines, in its sole discretion, that will interfere with the construction or safe operation of the Facilities. For every tree that SOO Green removes that is more than 6 inches in diameter, the Company shall pay the City upon invoice the sum of three hundred fifty dollars ($350.00) per tree, which amount shall be adjusted annually commencing on the first anniversary of the adoption of this Franchise, and each anniversary thereafter by the change in percentage in the United States Bureau of Labor Statistics Consumer Price Index ("CPI") as of the applicable anniversary of this Franchise compared to the CPI as of the same date of the previous year. The Company shall have no other liability to the City. The "CPI Adjustment" shall be a fraction expressed as a decimal, the numerator of which shall be the Current CPI minus the Prior CPI and the denominator of which is the Prior CPI, or 3% whichever 14 amount is less. The "Current CPI" is the latest CPI published prior to the anniversary date of the Effective Date. The "Prior CPI" is the CPI published in the immediately preceding calendar year for the same month as the Current CPI. The term "CPI" shall mean the "Consumer Price Index for All Urban Consumers (CPI-U)" published by the Bureau of Labor Statistics of the U.S. Department of Labor, All Items (1982-84=100), U.S. City Average, or any successor index thereto, appropriately adjusted. If the CPI ceases to be published and there is no successor thereto, such other government or nonpartisan index or computation shall be used which would obtain a substantially similar result as if the CPI had not been discontinued. Section 22. Public Places: "Public places" means any property owned by the City. Section 23. No Other License Required: Dubuque City Code § 11-6 is inapplicable to the Company and the Facilities as proposed. Section 24. Assignment: No sale, assignment or lease of this Franchise shall be effective until it is approved by the city council and after the Company has filed in the office of the city clerk written notice of the proposed sale, transfer, disposition or assignment, such notice to clearly summarize the proposed procedure and the terms and conditions thereof. Such approval by the city council shall not be unreasonably withheld. The proposed vendor, assignee or lessee shall similarly file an instrument, duly executed, reciting such proposal, accepting the terms of this Franchise and agreeing to perform all the conditions thereof. This provision shall not apply, however, to collateral assignments in connection with a project financing of the project. Section 25. Notices: Any written notice required by this Franchise shall be sent by first class mail to the persons and addresses below. For SOO Green Raj Rajan Vice President -- Project Development SOO Green HVDC Link ProjectCo, LLC 1600 Utica Ave S, 9th Floor St. Louis Park, Minnesota 55416 For the City of Dubuque City Manager City Hall 50 West 13th Street Dubuque, Iowa 52001 with copy to: 01 City Attorney City Hall 50 West 13th Street Dubuque, Iowa 52001 Section 26. Renewal: The City and the Company will meet at least 12 months prior to the expiration of this Franchise to discuss renewal of the Franchise. PASSED AND APPROVED this day of , 2023. CITY OF DUBUQUE, IOWA Brad M. Cavanaugh, Mayor ATTEST: Adrienne N. Breitfelder, City Clerk I, Adrienne N. Breitfelder, City Clerk of the City of Dubuque, Iowa, hereby certify that the above and foregoing is a true copy of Ordinance No. - , passed by the City Council of said City at a meeting held 2023, and signed by the mayor on the day of 2023, and published as provided by law on City Clerk . 2023. (OFFICIAL SEAL) W11 EXHIBIT A PRELIMINARY ROUTE ENCLOSED HEREWITH 11 EXHIBIT B CITY CONDUIT ENCLOSED HEREWITH 12 EXHIBIT C WATER MAIN CONCERNS ENCLOSED HEREWITH 13 EXHIBIT D INSURANCE ENCLOSED HEREWITH 14 ACCEPTANCE SOO Green HVDC Link ProjectCo, LLC hereby accepts for itself, its lessees, successors and assigns, all of the terms, conditions and provision of Ordinance No. 23, passed by the City Council of the City of Dubuque, Iowa on the day of 2023, granting a franchise to SOO Green HVDC Link ProjectCo, LLC . Dated this day of 2023. SOO GREEN HVDC LINK PROJECTCO, LLC LIM Title: 15 SOO Green Franchise Exhibit A SOO Green Franchise Exhibit A, p. 1 SOO Green Franchise Exhibit B 1 1 2 3 5 6 7 8 A This drawing contains confidential information. The drawing and the information on it cannot be reproduced for any purpose without the written permission of Dura Line Corporation. 0.070±0.010 [1.78±0.25] A HDPE Oversheath ° 16/12mm HDPE x7 [HDPMID160120R1] ADDD 1510 B B 22/16mm HDPE x1 2.20 [55.8] [HDPMID220160RI] REF ADDD 1419 C A D 20 AWG Insulated copper wire E 02.27 [057.7] IFRipcord REF x2 F MicroDuct weight = 0.522 Ib/ft [777 g/m] Supported Bend Radius: 33" [838 mm] HDPE Oversheath weight = 0.195 Ib/ft [290 g/m] Unsupported Bend Radius: 55" [1,397 mm] G Safe Pull Load: 3,814 Ibs [1,732 kg] Total weight = 0.717 Ib/ft [1,067 g/m] G REV DATE DESCRIPTION APPROVED BY DRAWING TITLE: FP 22/16mm + 16/12 MM x7 with HDPE 0.070" Sheath DRAWING: Greg Rundle PART #: UNITS: INCH [MM] DRAWING #: ADDD 1877 H DESIGN: Tim Grimsley NOTES: - APPROVAL: Refer to Dura-Line portal D-DD-FORM-017 o d u ra • I i n¢ " DATE: April 17, 2020 1 2 3 6 7 8 aXSCHaMBeRSTM OUR PRODUCTS BUILD NETWORKS 1000mm s E E — o E 0 E 0 a axs900R x 450 1000mm axs900R x 900 Specs and Techs: 900R Access Chamber E E 0 P E E 0 0 1000mm axs900R x 1350 Page 1 /2 Description: The axs 90OR is a modular composite solution offering the network builder unsurpassed flexibility, performance and economy. The Chamber section is an assembly of multiple layers of quarter segments (see height options). Features and Benefits: r • Modern composite design ensures high strength / low weight for installation cost savings. • Ideal for high fibre traffic installations — up to 4 x 144 Fibre Closures. • Splittable porting panels uniquely allow retrofitting to existing networks ; or new builds alike. • Easy assembly with basic hand tools only. �. • Unique multi -port knock -outs give industry leading interface with all Duct and Multiduct options. • Modular design allows various depth configurations (see height options). • DMC cover eliminates the threat of theft. • Full range of loading options available. • Modular knock -down design offers high packing density for transport savings. axs900R x 900 Medium Duty axs900R x 900 Heavy Duty axs900R - Populated E E 0 a E E 0 0 uo reen Fran-cI ise Exhibit B, p OUR PRODUCTS BUILD NETWORKS Page 2/2 Chamber Components 1. Fasteners Stainless steel / Nylon 2. Lock Details on request 3. Lid and coping DMC (Grey) SMC (Black) 4. Base DMC (Grey) 5. Panels PP, UV stabilised - colour black Slack bracket PP Dome closure bracket PP Loading Class As per A15 - ISM B125 - 125kN C250 - 250kN EN124 Weight (Europe Loading class SABS (Africa) LD - .7kN MD - 40kN HD - 135kN Loading Class USA Tier 15, 22 and HS20 Load classes Dimensions Drawings on request Multiport Advantage Duct port with 50mm and 11 Omm Duct forms sand Rubber Grommet allows Rubber Grommet allows 11 Omm knock -out. tight seal in the port. sand tight seal with sand tight transition to Multiduct. Microduct. No foaming or sealing agents required for system integrity. No tools required. Loading Qty's (product code) 18m Link 6m (20') Container 12m (40') Container axs900R 450 On request On request On request axs900R 900 64 Units (Assembled) 54 Units (Knock -Down) 108 Units (Knock -Down) axs900R 1350 On request On request On request Li FV 1 -any %-' i 0 ■;.A A X\ `1 R W �n r t` r �s •^. a �, 1n �Green Franchise Exhibit B, p 4 2 TOTAL LINEAR FEET: 45,945' 18040 947 j 935 \FV 2- R900 954 SOO Green Exhibit B, p. 5 FV 3 - R900 FV 3- R900 5210' - (2) 8way * Connect all duct straight through SOO Green Franchise Qxhibit B, p. 6 FV 4 - R900 FV 5 - R900 que`Office of GIS L VaQ; , kP. FV 5 - R900 FV 6 WNN-11 MW SOO Green Franchise Exhibit B, p. 8 000 i FV 5 R900 pr pr pr City of Dubuque Office of GIS - 'Si 2509 4. 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ExjIWg Elm & th RR V �s may SOO G en \Fanchise Exhibit B, p. 20 011*1 451 City of Dubuque Office of GI - `460 VLT LT fisting Elm & 11th Vault r ` , R 7 s 333. ' r ■ • 4 19 328 7 t J 950 t V 1 - R' 00 VLj- S O Green Fra chi e hibit B, p. 4 FV W- I; 0 i 1 City of Dubuque Office of. IIS V ly r w FV 6 - R90b / SOO Green Fray I'. FV 17 - I ise Exhibi , p. 22 FV 17 R900 1 R900 Ij 328 ...... ...... 540 -Ado, 900 300/ .850'- (2) 8 y 220. 815," 221 '-4-1 403 F R900 VT 00 200, SOO r en Franchi xhibit B, V 23 565 509 509 ,-VIA SIT City of �Dbque Office of GIS SOO Green Franchise Exhibit C EXHIBIT C 1. Lincoln Avenue (north of): Proposed electric line behind Well House #6. 2. Lincoln Avenue: Proposed electric line will cross City 6" diameter domestic water main (pressure zone #1, no casing). 3. Water Treatment Plant: a. Proposed electric line will run parallel with City's 12" diameter well #6 supply main (no casing) and cross 16" diameter Well #6 supply line (no casing). b. Proposed electric line will cross City's 24" diameter (pressure zone #1, no casing) domestic water main. c. Proposed electric line will cross City's 12" diameter (pressure zone #2, no casing) domestic water main. 4. Hawthorne Street: a. Proposed electric line will cross City's 20" diameter Well #5 and #7 supply main. Will also run on top/parallel to 20" main south of Hawthorne Street. b. Proposed electric line will cross City's 24" diameter (pressure zone #1, no casing) domestic water main. c. Proposed electric line will cross electric power supply and SCADA lines (from Water Treatment Plant to Well house #5 and #7). 5. Fengler Street (Bridge): Proposed electric line will cross City's 12" diameter (pressure zone #1, no casing) domestic water main. 6. Johnson Street: Proposed electric line will cross City's 10" diameter (pressure zone #1, no casing) domestic water main. 7. East 16th Street: Proposed electric line will cross City's 12" diameter (pressure zone #1, no casing) domestic water main. 8. East 15th Street: Proposed electric line will cross City's 6" diameter (pressure zone #1, no casing) domestic water main. Note: east side of tracks has a private 1-1/4" copper water service line. 9. East 14th Street: Proposed electric line will cross City's 8" diameter (pressure zone #1, with casing) domestic water main. 10. East 13th Street: proposed electric line will cross City's abandoned 6" water main. 11. East 12th Street: proposed electric line will cross City's 6" diameter (pressure zone #1, no casing) domestic water main. 12. East 11th Street: Proposed electric line will cross City's 20" diameter (pressure zone #1, no casing) domestic water main. 13. East 91h Street: Proposed electric line will cross City's 6" diameter (pressure zone #1, no casing) domestic water main. 14. East 81h Street: Proposed electric line will cross City's abandoned 12" water main. 15. East 71h Street: Proposed electric line will cross City's 8" diameter (pressure zone #1, no casing) domestic water main. 16. East 6th Street: Proposed electric line will cross City's 8" diameter (pressure zone #1, no casing) domestic water main. 17. East 5th Street: Proposed electric line will cross City's 12" diameter (pressure zone #1, with casing) domestic water main. 18. Ice Harbor Drive: Proposed electric line will cross City's abandoned 10" water main. 19. East 3rd Street: Proposed electric line will cross City's abandoned 6" water main. 20. 2d Street @ Ice Harbor Drive: Proposed electric line will cross City's 12" diameter (pressure zone #1, with casing) domestic water main. 21. East 1st Street: Proposed electric line will cross City's 8" diameter (pressure zone #1, with casing) domestic water main. 22. Jones Street: Proposed electric line will cross City's 6" diameter (pressure zone #1, with casing) domestic water main. 23. Railroad Avenue — Terminal Street: Proposed electric line will cross City's 6" diameter (pressure zone #1, no casing) domestic water main. SOO Green Franchise Exhibit C, p. 1 SOO Green Franchise Exhibit D 1. SOO Green HVDC Link ProjectCo, LLC ("Company") shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to construction of the Facilities in the City of Dubuque. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent. Each certificate shall include a statement under Description of Operations as to why the certificate was issued. Eg: SOO Green HVDC Link ProjectCo, LLC Franchise Agreement dated ("Franchise"). 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide. 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque. 4. The Company shall be required to carry the minimum coverage/limits, or greater if required by law or other legal agreement, in Exhibit I. Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque. 5. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. All required endorsements shall be attached to certificate. 7. Whenever a specific ISO form is referenced an equivalent ISO form or manuscript form is permitted. 8. Company shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub -subcontractors. Company agrees that it shall be liable for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates from the Company. 9. Company shall be responsible for deductibles/self-insured retention. A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products -Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit (any one occurrence) $50,000 Medical Payments $5,000 1) Coverage shall be written on an occurrence, not claims made, form. The general liability coverage shall be written in accord with ISO form CG 00 01 or business owners form BP 00 02. All deviations from the standard ISO commercial general liability form CG 00 01, or Business owners form BP 00 02, shall be clearly identified. 2) Include endorsement indicating that coverage is primary and non-contributory. 3) Include Preservation of Governmental Immunities Endorsement (Sample attached). 4) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and SOO Green Franchise Exhibit D, p. 1 B) C) a E) their board members, employees and volunteers. Use ISO form CG 20 10 (Ongoing operations) or its equivalent. 5) Policy shall include Waiver of Right to Recover from Others endorsement. WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85. Coverage A Statutory —State of Iowa Coverage B Employers Liability Each Accident $100,000 Each Employee -Disease $100,000 Policy Limit -Disease $500,000 Policy shall include Waiver of Right to Recover from Others endorsement. Coverage B limits shall be greater if required by the umbrella/excess insurer. OR Nonelection of Workers' Compensation or Employers' Liability Coverage under Iowa Code sec. 87.22. Completed form must be attached. POLLUTION LIABILITY Coverage required: _yes X no Pollution liability coverage shall be required if the lessee, contracting party, or permittee has any pollution exposure for abatement of hazardous or contaminated materials including, but not limited to, petroleum products, the removal of lead, asbestos, or PCBs. Pollution product and completed operations coverage shall also be covered. Each Occurrence $2,000,000 Policy Aggregate $4,000,000 1) Policy to include job site and transportation coverage. 2) Include additional insured for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 20 10. (Ongoing operations) or its equivalent and CG 20 37(competed operations). 3) Include Preservation of Governmental Immunities Endorsement. 4) Provide evidence of coverage for 5 years after completion of project. PROFESSIONAL LIABILITY $1,000,000 Coverage required: _yes X no 1) Provide evidence of coverage for 5 years after completion of project. CYBER LIABILITY/BREACH $1,000,000 Coverage required: _ yes X no SOO Green Franchise Exhibit D, p. 2 Coverage for First and Third Party liability including but not limited to lost data and restoration, loss of income and cyber breach of information. F) UMBRELLAIEXCESS $10,000,000 The General Liability, Automobile Liability and Workers Compensation Insurance requirements may be satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of the primary policies, it shall include the same endorsements as required of the primary policies including Waiver of Subrogation and Primary and Non-contributory in favor of the City. G) RAILROAD PROTECTIVE LIABILITY Coverage required: X yes _no Any contract for construction or demolition work on or within fifty feet (50') from the edge of the tracks of a railroad and affecting any railroad bridge, trestle, tracks, roadbeds, tunnel, underpass, or crossing, for which an easement, license or indemnification of the railroad is required, shall require evidence of the following additional coverage: Railroad Protective Liability: $5 million each occurrence (per limits required by Railroad) $5 million _policy aggregate (per limits required by Railroad) AND/OR An endorsement to the Commercial General Liability policy equal to ISO CG 24 17 (Contractual Liability -Railroads). A copy of this endorsement shall be attached to the certificate of insurance. PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT If commercially available, SOO Green HVDC Link ProjectCo, LLC shall obtain an endorsement for the preservation of governmental immunities containing the following provisions: 1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurer. SOO Green Franchise Exhibit D, p. 3 4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage. SOO Green Franchise Exhibit D, p. 4 CITY OF DUBUQUE, IOWA OFFICIAL NOTICE NOTICE OF PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF DUBUQUE, STATE OF IOWA, ON THE MATTER OF THE PROPOSED ADOPTION OF AN ORDINANCE GRANTING TO SOO GREEN HVDC LINK PROJECTCO, LLC, ITS SUCCESSORS AND ASSIGNS, THE RIGHT AND NON-EXCLUSIVE FRANCHISE TO MAINTAIN AND OPERATE AN ELECTRIC FRANCHISE (TRANSMISSION SYSTEM) IN THE CITY OF DUBUQUE, IOWA, FOR A PERIOD OF 25 YEARS PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, State of Iowa, will meet on the 20TH day of November, 2023, at 6:30 o'clock P.M., at the Historic Federal Building, 350 W. 6t" Street, Dubuque, Iowa, at which meeting the City Council proposes to consider the adoption of an Ordinance granting to Soo Green the right and non-exclusive franchise to maintain and operate an electric franchise (transmission system) in the City of Dubuque for a period of twenty-five years. A copy of the proposed Ordinance is on file at the Office of the City Clerk, City Hall, West 13t" Street, Dubuque, Iowa and may be viewed Monday through Friday between 8:00 a.m. and 5:00 p.m.. At the meeting, the City Council will receive oral and written comments from any resident or property owner of said City to the above action. The official agenda will be posted the Friday before the meeting and will contain public input options. The City Council agenda can be accessed at https://cityofdubuque.novusagenda.com/AgendaPublic/ or by contacting the City Clerk's Office at 563-589-4100, ctyclerk@cityofdubuque.org. Written comments regarding the above public hearings may be submitted to the City Clerk's Office via email at ctyclerk@cityofdubuque.org or by mail to City Clerk's Office, City Hall, 50 W. 13t" St., Dubuque, IA 52001, before said time of public hearing. At said time and place of public hearings the City Council will receive any written comments. Individuals with limited English proficiency, vision, hearing, or speech impairments requiring special assistance should contact the City Clerk's Office at (563) 589-4100, ctyclerk@cityofdubuque.org as soon as feasible. Deaf or hard -of -hearing individuals can use Relay Iowa by dialing 711 or (800) 735-2942. This Notice is given by order of the City Council of Dubuque, Iowa, as provided by Sections 364.2(4) and 362.3 of the Code of Iowa, as amended. Dated this day of , 2023. Adrienne N. Breitfelder, City Clerk Prepared by Barry A. Lindal, Esq. 300 Main St., Ste. 330, Dubuque IA 52001-6944, (563) 583-4113 Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13'h St., Dubuque, IA 52001, (563) 589-4100 RESOLUTION NO. 369-23 SETTING A PUBLIC HEARING ON AN ORDINANCE GRANTING TO SOO GREEN HVDC LINK PROJECTCO, LLC, ITS SUCCESSORS AND ASSIGNS, THE RIGHT AND NON-EXCLUSIVE FRANCHISE TO MAINTAIN AND OPERATE AN ELECTRIC FRANCHISE (TRANSMISSION SYSTEM) IN THE CITY OF DUBUQUE, IOWA, FOR A PERIOD OF 25 YEARS WHEREAS, the City of Dubuque, Iowa (City) and Soo Green HVDC Link Projectco, LLC (Soo Green) have entered into an agreement pursuant to which City will grant to Soo Green the right and non-exclusive franchise to maintain and operate an electric franchise (transmission system) in the City of Dubuque for a period of twenty-five years as provided in the attached Ordinance; and WHEREAS, Iowa law requires that the City Council hold a public hearing on the question of the adoption of the Ordinance granting the franchise. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF DUBUQUE, IOWA AS FOLLOWS: Section 1. A public hearing on the question of the adoption of the Ordinance granting the franchise to Soo Green is hereby set for the 20th day of November, 2023 in the City Council Chambers, Historic Federal Building, 350 West 61h Street, Dubuque, Iowa, beginning at 6:30 p.m. Section 2. The City Council hereby dispenses with an election on the adoption of the Ordinance as provided by Iowa Code sec. 364.2(4)(b). Section 3. The City Clerk shall publish notice of the public hearing as required by law. Passed, approved and adopted the 6th day of November, 2023. Attest: Adrienne N. Breitfelder, City Clerk