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5.2. ERMUSR 07-13-2010UTILITIES COMMISSION MEETING TO: FROM: Elk River Municipal Utilities Commission Troy Adams, P.E. - Director of Operations John Dietz, Chair Jerry Gumphrey, Vice Chair Daz 1 Thom son, Trustee MEETING DATE: AGENDA ITEM NUMBER: July 13, 2010 5.2 SUBJECT: Territor Boundary Agreements BACKGROUND: In 2008 the Minnesota Public Utilities Commission began a project to verify Minnesota's electric utility service area boundary maps. The purpose of this project was to clarify territory boundaries. ERMU submitted the requested information in April, 2008. The results of the project did not clarify the territory boundaries. Many utilities believing to be in agreement with their neighboring utilities submitted different boundaries than their neighboring utilities. The Minnesota Public Utilities Commission instructed many of the larger utilities to submit signed agreements between their neighboring utilities to clarify the temtory boundary maps. DISCUSSION: Both Connexus Energy and Xcel Energy have contacted Elk River Municipal Utilities to formalize our boundaries and exception customers through agreements. Attached are the agreements for your review. Wright-Hennepin Cooperative Electric has not yet contacted ERMU about completing this project. ACTION REQUESTED: Staff recommends the Commission authorize the execution of these agreements. Electric Utility Service Area Modification BETW EEti Xcel Energy and F,lk River Municipal Utilities As part of the Electric Utility Service Area (EUSA) initiative, Northern States Power Company, a Minnesota corporation ("Xcel Energy") and (Elk River Municipal Utilities) (collectively, the "Parties") have examined the current service territory boundary maps on File with the Minnesota Public Utilities Commission (the "Commission") and have agreed to make certain modifications. NOW THEREFORE, in consideration of the promises exchanged herein, the Parties agree aS fOIIOwS:1. The following modifications will be made to the official service territory maps on file with the Commission: Number Map # XEl/ER1 T32R26W XE2/ER2 T120R22W XE3/ER3 T121R22W ECT. Sub Map # Territory Edit Agreement 1 Line Yes 1 Line Yes 1 Line Yes These modifications are further documented on the modified maps attached to this Agreement. 2. The Pazties acknowledge that these modifications will result in permanent changes to their official electric service territory boundazies, and agree that these modifications do not require the exchange of compensation or any other consideration not outlined in this Agreement. 3. The Parties agree that, in the event that a modification identified in this Agteement affects existing electric customers, that they will work together to provide the customer with information about the modification and will minimise any related service interruption(s). 4. The Parties acknowledge that this Agreement is subject to the jurisdiction of the Cotmission. S. The Parties recognize that this Agreement is the result of negotiations between the Parties and that this Agreement and any approval of this Agreement by the Commission does not represent any binding or legal precedent on any party in any other matter. IN WITNESS WHEREOF, the Pazties have executed this Agreement as of the day and year indicated below. 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I' : /%. ~I '. .' 22~}} ~ / J ~ / I / / ,, Z' L 3 ~, ,:, _, ~ ~ ~ ,~ ~ o , `. ~~.~ ~ ~'~ ~ V ~ ~!~~ A '~ ~ ~ ~ ~ ~ ~ ~ _ \ >~/~ i / \ ~ ~ ~~ ~\ \ ` ~ \ ~~ ~ V ~ / A ~ ~ /~ /~ ~ ~ ~ ~ _ ~. ~~ ` ~ \ ~ ~. .\ ~1~~ ~ ~ ~~ ~ '.~ ~ ~ ~ ~~~~~ ~\ ~ ~ ~ ~~ ~ I ~ ~ = ~~ ~ ~ ~\~~` \~ ~ ~\ `cam ~~ ~_ IA ~~ ~~~ ~~~ ~ \\ \ 1 ~,~ \~A~~~ ~ \ ~ A V, T. , ~'~.~ ~ ~ '~~' A ~ ~. ~ V /V J \\ ~ \_ ~` \ ~ \~' ~ \ ` . .~ ~ ~ ~\\ \ \. %~ A ~~~ ~ ~/'\ ~ ~ ~ .~ CU q ^C L 5 ~v 'C' :ep pE2i33 _+~'.. m 2 ~ y~~G~~SC r r.. 5 STyu L V ~[~j C cxi i 4§$j~~~4 ~§F ~~ ~~ 6I> .«~'+ N~ 3 B d x i m~ g~ i s i o o_ i~F34 ~~§~e ~-~~~ 3 afr a ° `aPSS- - ~~ - ~ z ~ w m° ~~ i o A€-~ m o a 3~ €y€ a~~~}~g~ CJ ~ w _. ~ ~8e2Yi%g ~_ 't an - ~~~ w ~ a?~ Electric Utility Service Area Modification BETWEEN Elk River Municipal Utilities and Cortnexus Energy Cooperative As part of the Electric Utility Service Area (EUSA) initiative, Elk River Municipal Utilities and Connexus Energy Cooperative (collectively, the "Parties") have examined the current service territory boundary maps on file with the Minnesota Public Utilities Commission (the "Commission") and have agreed to make certain modifications. NOW THEREFORE, in consideration of the promises exchanged herein, the Parties agree as f011ows:1. The following modifications will be made to the official service territory maps on file with the Commission: Number Map # Submap Territory Edit Agreement CE1 T32 R26W 1 Exception, Line Yes ERMU 1 T32 R26W 1 Exception, Line Yes T33 R26W 1 Line Yes T33 R26W 2 Line Yes T33 R26W 3 Line Yes T33 R26W 4 Line Yes CE2 T33 R26W 5 Exception, Line Yes T33 R26W 6 Line Yes T33 R26W 7 Line Yes ERMU2 T33 R26W 8 Exception, Line Yes T33 R26W 9 Line Yes T33 R26W 10 Line Yes T33 R26W 11 Line Yes T32 R27W 1 Line Yes These modifications are further documented on the modified maps attached to this Agreement. 2. The Parties acknowledge that these modifications will result in permanent changes to their official electric service territory boundaries, and agree that these modifications do not require the exchange of compensation or any other consideration not outlined in this Agreement. 3. The Parties agree that, in the event that a modification identified in this Agreement affects existing electric customers, that they will work together to provide the customer with information about the modification and will minimize any related service interruption(s). 4. The Parries acknowledge that this Agreement is subject to the jurisdiction of the Commission. 5. The Parties recognize that this Agreement is the result of negotiations between the Parries and that this Agreement and any approval of this Agreement by the Commission does not represent any binding or legal precedent on anypartyin anyother matter. IN WITNESS WHEREOF, the Patties have executed this Agreement as of the day and year indicated below Troy Adams, P.E. Director of Operations Elk River Municipal Utilities Date: Matt Yseth Vice President Electric Operations Connexus Energy Cooperative Date: EXCEPTION AGREEMENT BETWEEN Elk RiverMunicipal Utilities AND CONNEXUS ENERGY COOPERATIVE EXCEPTION FORM NUMBER (ERMU# 1) This agreement entered into this day of , 2010, (the "Agreement") between Elk River Municipal Utilities, with its principal office located at 13069 Orono Parkway, Elk River, Minnesota, and Connexus Energy Cooperative, with its principal office located at 14601 Ramsey Blvd NW, Ramsey, Minnesota (collectively, the "Parties"). RECITALS A. Elk River Municipal Utilities is a Municipal Utility formed and operating pursuant to the provisions of Chapter 412.321 through 412.391 of the Minnesota Statutes. B. Connexus Energy Cooperative is an electric cooperative formed pursuant to the provisions of Chapter 308A of the Minnesota Statutes. G Pursuant to the electric service area assignments of the Minnesota Public Utilities Commission (the "Comtission") and Minnesota Statutes ~ 216B.39 and ~216B.40, Elk River Municipal Utilities and Connexus Energy Cooperative have exclusive rights to provide electric service to customers within their respective service territories. D. In Connexus Energy Cooperative's Sherburne County service temtory are 7 developed residential/commercial sites within close proximity to Elk River Municipal Utilities' distribution facilities. These residential/commercial sites (the "exception area") are further shown on Attachment 1 to the Agreement. E. The Parties have come to a mutual agreement that will allow Elk River Municipal Utilities to provide service by exception to 7 residential/commercial locations within the exception area. NOW THEREFORE, in consideration of the promises exchanged herein, the Parties agree as follows: 1 1. Scope of Agreement: The scope of this Agreement is limited to the residential/commercial locations within the exception area more specifically identified on Attachment 1 and is further described as: a. 18047 Johnson St. Attached T32 R26 S1 submap # 1 b. 18035 Johnson St. Attached T32 R26 S1 submap # 1 c. 18023 Johnson St. Attached T32 R26 S1 submap # 1 d. 18011 Johnson St. Attached T32 R26 S1 submap # 1 e. 17997 Johnson St. Attached T32 R26 S1 submap # 1 f. 17987 Johnson St. Attached T32 R26 S1 submap # 1 g. 17967 Johnson St. Attached T32 R26 S1 submap # 1 2. Existing customers: The Parties acknowledge that there are currently no existing customers of Elk River Municipal Utilities located within the exception area that would be affected by this Agreement. 3. Compensation: The Parties agree that no compensation is owed to Connexus Energy Cooperative by Elk River Municipal Utilities for the limited right to serve customers by exception in the exception area. 4. Future Service Rights: The Parties acknowledge that the limited right to serve by exception the exception area as contemplated in this Agreement does not convey permanent rights to serve the exception area. In the event that Connexus Energy Cooperative chooses to exercise its right to serve the exception area in the future, the Parries agree to the following: a. Notice: Connnexus Energy Cooperative will give Elk River Municipal Utilities ninety (90) days written notice of its intent to provide service to the exception area. b. Compensation for Facilities: Connexus Energy Cooperative will pay to Elk River Municipal Utilities the net book value (original cost depreciated) of the service facilities in place in the exception area at the time of the notice referenced in Section 4 (a) (above) as compensation. The net book value will be calculated using the average property unit cost, net of 2 customer contributions, and the year the unit of property was initially purchased. c. Lost Revenue: The Parties acknowledge that no compensation was paid by Elk River Municipal Utilities to Connexus Energy Cooperative for the limited right to serve by exception, and agree that no compensation will be owed by Connexus Energy Cooperative to Elk River Municipal Utilities in the future for lost revenue related to existing or future customers in the exception area. d. Agreement in Writing: The Parties will memorialize their agreement on reasonable compensation terms in writing, and file the agreement with the Commission. e. Resolution: In the event that the Parties cannot agree on reasonable compensation terms within Winery (90) days of the notice referenced in Section 4(a) (above), the issue of compensation will be submitted to the Commission for resolution. f. Late Charges: [IF COMPENSATION IS BEING PAID] If the either party fails to make any payment(s) within thirty (30) days of the date due, additional charges shall become due and payable at a rate of interest per annum equal to the prime rate for the last day of the prior month as reported in the "Wall Street Journal" plus one and one-half percent (1 ''/z%) per month (or the maximum percentage allowed bylaw, whichever is lower) on any unpaid amounts. Any payments shall be applied to outstanding interest first, followed by outstanding charges due prior to any current charges due. 5. Reservation of Rights: Except as specifically set forth herein, this Agreement does not modify or limit the legal rights of anyparty. 6. No Precedent. The Parties recognize that this Agreement is the result of negotiations between the Parties and that the Agreement does not represent any binding or legal precedent on any party in any other matter. 3 7. Agreement Filed with the Commission. Upon execution of this Agreement by all Parties, the Parties will file a copy of the Agreement with the Commission. 8. Miscellaneous. (a) Entire Agreement and Modification. This Agreement contains the entire agreement and understandings of the Parties hereto regarding the scope of the Agreement and appropriate compensation for the exception area. All previous communications, or agreements, between the Parries hereto, either verbal or written, with reference to the subject matter of this Agreement are hereby abrogated. No amendment, modification or waiver of, or consent with respect to any provision of this Agreement shall be effective unless the same shall be in writing and signed bya duly appointed representative of all Parties and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. (b) Assignment. None of the Parties shall assign, or sublet, this Agreement, voluntarily, involuntarily or by operation of law, without the prior written consent of the other. (c) Severence. If any provision of this Agreement shall be found invalid or unenforceable, in whole or in part, by a court of competent jurisdiction or the Commission, then such provision shall be deemed to be modified or restricted to the extent and in a manner necessary to render the same valid and enforceable, or if that is not possible, such provision shall be stricken and deleted from this Agreement, as the case may require, and this Agreement shall then be construed and enforced to the maximum extent permitted by law and with the purpose to achieve the fundamental intent of the Parties. (d) Choice of Laws. This Agreement shall be construed and interpreted in accordance with the laws of the State of Minnesota and excluding any choice of law or rules that may direct the application of laws of another jurisdiction. 4 (e) Agreement Drafted Jointly The Parties agree that none of the Parties shall be deemed solely responsible for drafting all or any portion of this Agreement, and in the event of a dispute, responsibilities for any ambiguities arising from any provision of this Agreement shall be shared equally among the Parties. (f) Regulation. The Parties acknowledge that this Agreement is subject to the jurisdiction of the Commission. (g) Effective Date. The effective date of this Agreement is the date upon which the Agreement has been signed by a duly appointed representative of both Parties. (h) Notice. Any notice permitted or required by this Agreement shall be made in writing and personally served or mailed (postage prepaid, return receipt requested) and shall be effective upon the date of personal service, or if by mail, upon the date of receipt. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written and the Parties agree to take such additional steps and actions including execution of such instruments and other documents as are reasonably necessary to effectuate the intentions of expressed hereby. Elk River Munici al Utilities Connexus Ener Coo erative B. B. Troy Adams, PE. Director of erations Matt Yseth Vice President, Electric erations 5 EXCEPTION AGREEMENT BETWEEN Elk River Municipal Utilities AND CONNEXUS ENERGY COOPERATIVE EXCEPTION FORM NUMBER (CE# 1) This agreement entered into this day of .2010, (the "Agreement") between Elk River Municipal Utilities with its principal office located at 13069 Orono Parkway, Elk River, Minnesota, and Connexus Energy Cooperative, with its principal office located at 14601 Ramsey Blvd NW, Ramsey, Minnesota (collectively, the "Parties"). RECITALS A. Elk River Municipal Utilities is a Municipal Utility formed and operating pursuant to the provisions of Chapter 412.321 through 412.391 of the Minnesota Statutes. B. Connexus Energy Cooperative is an electric cooperative formed pursuant to the provisions of Chapter 308A of the Minnesota Statutes. G Pursuant to the electric service area assignments of the Minnesota Public Utilities Commission (the "Commission") and Minnesota Statutes ~ 216B.39 and ~216B.40, Elk River Municipal Utilities and Connexus Energy Cooperative have exclusive rights to provide electric service to customers within their respective service temtories. D. In Elk River Municipal Utilities' Sherburne County service temtory is 1 developed residential/commercial sites within close proximity to Connexus Energy Cooperative's distribution facilities. These residential/commercial sites (the "exception area") are further shown on Attachment 1 to the Agreement. E. The Parties have come to a mutual agreement that will allow Connexus Energy Cooperative to provide service by exception to 1 residential/commercial location within the exception area. NOW THEREFORE, in consideration of the promises exchanged herein, the Parties agree as follows: 1 1. Scoff of Agreement: The scope of this Agreement is limited to the one residential/commercial locations within the exception area more specifically identified on Attachment 1 and is further described as: 10195 180` Ln NW attached T32 R26Wmap submap # 1 2. Existing_customers: The Parties acknowledge that there are currently no existing customers of Elk River Municipal Utilities located within the exception area that would be affected by this Agreement. 3. Compensation: The Parties agree that no compensation is owed to Elk River Municipal Utilities by Connexus Energy Cooperative for the limited right to serve customers by exception in the exception area. 4. Future Service Rights: The Parties acknowledge that the limited right to serve by exception the exception area as contemplated in this Agreement does not convey permanent rights to serve the exception area. In the event that Elk River Municipal Utilities chooses to exercise its right to serve the exception area in the future, the Parties agree to the following: a. Notice: Elk River Municipal Utilities will give Connexus Energy Cooperative ninety (90) days written notice of its intent to provide service to the exception area. b. Compensation for Facilities: Elk River Municipal Utilities will pay to Connexus Energy Cooperative the net book value (original cost depreciated) of the service facilities in place in the exception area at the time of the notice referenced in Section 4 (a) (above) as compensation. The net book value will be calculated using the average property unit cost, net of customer contributions, and the year the unit of property was initially purchased. c. Lost Revenue: The Parties acknowledge that no compensation was paid by Connexus Energy Cooperative to Elk River Municipal Utilities for the limited right to serve by exception, and agree that no compensation will be owed by Elk River Municipal Utilities to Connexus Energy Cooperative in the 2 future for lost revenue related to existing or future customers in the exception area. d. Agreement in Writing: The Parties will memorialize their agreement on reasonable compensation terms in writing, and file the agreement with the Commission. e. Resolution: In the event that the Parties cannot agree on reasonable compensation terms within Winery (90) days of the notice referenced in Section 4(a) (above), the issue of compensation will be submitted to the Commission for resolution. f. Late Charges: [IF COMPENSATION IS BEING PAID] If the either party fails to make any payment(s) within thirty (30) days of the date due, additional charges shall become due and payable at a rate of interest per annum equal to the prime rate for the last day of the prior month as reported in the "Wall Street Journal" plus one and one-half percent (1 ''/z%) per month (or the maximum percentage allowed bylaw, whichever is lower) on any unpaid amounts. Any payments shall be applied to outstanding interest first, followed by outstanding charges due prior to any current charges due. 5. Reservation of Rights: Except as specifically set forth herein, this Agreement does not modify or limit the legal rights of any party. 6. No Precedent. The Parties recognize that this Agreement is the result of negotiations between the Parties and that the Agreement does not represent any binding or legal precedent on any parry in any other matter. 7. Agreement Filed with the Commission. Upon execution of this Agreement by all Parties, the Parties will file a copy of the Agreement with the Commission. 8. Miscellaneous. (a) Entire Agreement and Modification. This Agreement contains the entire agreement and understandings of the Parties hereto regarding the scope of the Agreement and 3 appropriate compensation for the exception area. All previous communications, or agreements, between the Parties hereto, either verbal or written, with reference to the subject matter of this Agreement are hereby abrogated. No amendment, modification or waiver of, or consent with respect to any provision of this Agreement shall be effective unless the same shall be in writing and signed by a duly appointed representative of all Parties and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. (b) Assignment. None of the Parties shall assign, or sublet, this Agreement, voluntarily, involuntarily or by operation of law, without the prior written consent of the other. (c) Severence. If any provision of this Agreement shall be found invalid or unenforceable, in whole or in part, by a court of competent jurisdiction or the Commission, then such provision shall be deemed to be modified or restricted to the extent and in a manner necessary to render the same valid and enforceable, or if that is not possible, such provision shall be stricken and deleted from this Agreement, as the case may require, and this Agreement shall then be construed and enforced to the maximum extent permitted by law and with the purpose to achieve the fundamental intent of the Parties. (d) Choice of Laws. This Agreement shall be construed and interpreted in accordance with the laws of the State of Minnesota and excluding any choice of law or rules that may direct the application of laws of another jurisdiction. (e) Agreement Drafted Jointly The Parties agree that none of the Parties shall be deemed solely responsible for drafting all or any portion of this Agreement, and in the event of a dispute, responsibilities for any ambiguities arising from any provision of this Agreement shall be shared equally among the Parties. 4 (f) Regulation. The Parties acknowledge that this Agreement is subject to the jurisdiction of the Conunission. (g) Effective Date. The effective date of this Agreement is the date upon which the Agreement has been signed by a duly appointed representative of both Parties. (h) Notice. Any notice permitted or required by this Agreement shall be made in writing and personally served or mailed (postage prepaid, return receipt requested) and shall be effective upon the date of personal service, or if by mail, upon the date of receipt. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written and the Parties agree to take such additional steps and actions including execution of such instruments and other documents as are reasonably necessary to effectuate the intentions of expressed hereby. Elk River Municipal Utilities Connexus Energy Cooperative B. B. Troy Adams, P.E. Director of erations Matt Yseth Vice President, Electric erations 5 EXCEPTION AGREEMENT BETWEEN Elk River Municipal Utilities AND CONNEXUS ENERGY COOPERATIVE EXCEPTION FORM NUMBER (CE# 2) This agreement entered into this day of .2010, (the "Agreement") between Elk River Municipal with its principal office located at 13069 Orono Parkway, Elk River, Minnesota, and Connexus Energy Cooperative, with its principal office located at 14601 Ramsey Blvd NW, Ramsey, Minnesota (collectively, the "Parties"). RECITALS A. Elk River Municipal Utilities is a Municipal Utility formed and operating pursuant to the provisions of Chapter 412.321 through 412.391 of the Mirmesota Statutes. B. Connexus Energy Cooperative is an electric cooperative formed pursuant to the provisions of Chapter 308A of the Minnesota Statutes. C. Pursuant to the electric service area assignments of the Minnesota Public Utilities Commission (the "Commission") and Minnesota Statutes ~ 216B.39 and ~216B.40, Elk River Municipal Utilities and Connexus Energy Cooperative have exclusive rights to provide electric service to customers within their respective service temtories. D. In Elk River Municipal Utilities' Sherburne County service territory is 1 developed residential/commercial sites within close proximity to Connexus Energy Cooperative's distribution facilities. These residential/commercial sites (the "exception area") are further shown on Attachment 1 to the Agreement. E. The Parties have come to a mutual agreement that will allow Connexus Energy Cooperative to provide service by exception to 1 residential/commercial location within the exception area. NOW THEREFORE, in consideration of the promises exchanged herein, the Parties agree as follows: 1 1. Scope of Agreement: The scope of this Agreement is limited to the one residential/commercial locations within the exception area more specifically identified on Attachment 1 and is further described as: 22382 Jarvis ST NW attached T33 R26Wmap submap # 1 2. Existing customers: The Parties acknowledge that there are currently no existing customers of Elk River Municipal Utilities located within the exception area that would be affected by this Agreement. 3. Compensation: The Parties agree that no compensation is owed to Elk River Municipal Utilities by Connexus Energy Cooperative for the limited right to serve customers by exception in the exception area. 4. Future Service Rights: The Parties acknowledge that the limited right to serve by exception the exception area as contemplated in this Agreement does not convey permanent rights to serve the exception area. In the event that Elk River Municipal Utilities chooses to exercise its right to serve the exception area in the future, the Parties agree to the following: a. Notice: Elk River Municipal Utilities will give Connexus Energy Cooperative ninety (90) days written notice of its intent to provide service to the exception area. b. Compensation for Facilities: Elk River Municipal Utilities will pay to Connexus Energy Cooperative the net book value (original cost depreciated) of the service facilities in place in the exception area at the time of the notice referenced in Section 4 (a) (above) as compensation. The net book value will be calculated using the average property unit cost, net of customer contributions, and the year the unit of property was initially purchased. c. Lost Revenue: The Parties acknowledge that no compensation was paid by Connexus Energy Cooperative to Elk River Municipal Utilities for the limited right to serve by exception, and agree that no compensation will be owed by Elk River 2 Municipal Utilities to Connexus Energy Cooperative in the future for lost revenue related to existing or future customers in the exception area. d. Agreement in Writing: The Parties will memorialize their agreement on reasonable compensation terms in writing, and file the agreement with the Commission. e. Resolution: In the event that the Parties cannot agree on reasonable compensation terms within ninety (90) days of the notice referenced in Section 4(a) (above), the issue of compensation will be submitted to the Commission for resolution. f. LateLate Charees: [IF COMPENSATION IS BEING PAID] If the either party fails to make any payment(s) within thirty (30) days of the date due, additional charges shall become due and payable at a rate of interest per annum equal to the prime rate for the last day of the prior month as reported in the "Wall Street Journal" plus one and one-half percent (1 ''/z%) per month (or the maximum percentage allowed bylaw, whichever is lower) on any unpaid amounts. Any payments shall be applied to outstanding interest first, followed by outstanding charges due prior to any current charges due. 5. Reservation of Rights: Except as specifically set forth herein, this Agreement does not modify or limit the legal rights of anyparry. 6. No Precedent. The Parties recognize that this Agreement is the result of negotiations between the Parties and that the Agreement does not represent any binding or legal precedent on any parry in any other matter. 7. Agreement Filed with the Commission. Upon execution of this Agreement by all Parties, the Parties will file a copy of the Agreement with the Commission. 8. Miscellaneous. (a) Entire Agreement and Modification. This Agreement contains the entire agreement and understandings of the 3 Parties hereto regarding the scope of the Agreement and appropriate compensation for the exception area. All previous communications, or agreements, between the Parties hereto, either verbal or written, with reference to the subject matter of this Agreement are hereby abrogated. No amendment, modification or waiver of, or consent with respect to any provision of this Agreement shall be effective unless the same shall be in wnnng and signed by a duly appointed representative of all Parties and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. (b) Assignment. None of the Parties shall assign, or sublet, this Agreement, voluntarily, involuntarily or by operation of law, without the prior written consent of the other. (c) Severence. If any provision of this Agreement shall be found invalid or unenforceable, in whole or in part, by a coup of competent jurisdiction or the Commission, then such provision shall be deemed to be modified or restricted to the extent and in a manner necessary to render the same valid and enforceable, or if that is not possible, such provision shall be stricken and deleted from this Agreement, as the case may require, and this Agreement shall then be construed and enforced to the maximum extent permitted by law and with the purpose to achieve the fundamental intent of the Parties. (d) Choice of Laws. This Agreement shall be construed and interpreted in accordance with the laws of the State of Minnesota and excluding any choice of law or rules that may direct the application of laws of another jurisdiction. (e) Agreement Drafted Jointly The Parties agree that none of the Parties shall be deemed solely responsible for drafting all or any portion of this Agreement, and in the event of a dispute, responsibilities for any ambiguities arising from any provision of this Agreement shall be shared equally among the Parties. 4 (f) Regulation. The Parties acknowledge that this Agreement is subject to the jurisdiction of the Commission. (g) Effective Date. The effective date of this Agreement is the date upon which the Agreement has been stgned by a duly appointed representative of both Parties. (h) Notice. Any notice permitted or required by this Agreement shall be made in writing and personally served or mailed (postage prepaid, return receipt requested) and shall be effective upon the date of personal service, or if by mail, upon the date of receipt. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written and the Parties agree to take such additional steps and actions including execution of such instruments and other documents as are reasonably necessary to effectuate the intentions of expressed hereby. Elk River Municipal Utilities Connexus Energy Cooperative B. B• Troy Adams, P.E. Director of erations Matt Yseth Vice President, Electric erations 5 EXCEPTION AGREEMENT BETWEEN Elk River Municipal Utilities AND CONNEXUS ENERGY COOPERATIVE EXCEPTION FORM NUMBER (ERMU# 2) This agreement entered into this day of , 2010, (the "Agreement") between Elk River Municipal Utilities, with its principal office located at 13069 Orono Parkway, Elk River, Minnesota, and Connexus Energy Cooperative, with its principal office located at 14601 Ramsey Blvd NW, Ramsey, Minnesota (collectively, the "Parties"). RECITALS A Elk River Municipal Utilities is a Municipal Utility formed and operating pursuant to the provisions of Chapter 412.321 through 412.391 of the Minnesota Statutes. B. Connexus Energy Cooperative is an electric cooperative formed pursuant to the provisions of Chapter 308A of the Minnesota Statutes. G Pursuant to the electric service area assignments of the Minnesota Public Utilities Commission (the "Commission") and Minnesota Statutes ~ 216B.39 and ~216B.40, Elk River Municipal Utilities and Connexus Energy Cooperative have exclusive rights to provide electric service to customers within their respective service temtories. D. In Connexus Energy Cooperative's Sherburne County service territory is 1 developed residential/commercial sites within close proximity to Elk River Municipal Utilities' distribution facilities. These residential/commercial sites (the "exception area") are further shown on Attachment 1 to the Agreement. E. The Parties have come to a mutual agreement that will allow Elk River Municipal Utilities to provide service by exception to 1 residential/commercial locations within the exception area. NOW THEREFORE, in consideration of the promises exchanged herein, the Parties agree as follows: 1 1. Scope of Agreement: The scope of this Agreement is limited to the residential commercial locations within the exception area more specifically identified on Attachment 1 and is further described as: a. 13614 215` Ave Attached T33 R26 S7 submap # 8 2. Existing customers: The Parties acknowledge that there are currently no existing customers of Elk River Municipal Utilities located within the exception area that would be affected by this Agreement. 3. Compensation: The Parties agree that no compensation is owed to Connexus Energy Cooperative by Elk River Municipal Utilities for the limited right to serve customers by exception in the exception area. 4. Future Service Rights: The Parties acknowledge that the limited right to serve by exception the exception area as contemplated in this Agreement does not convey permanent rights to serve the exception area. In the event that Connexus Energy Cooperative chooses to exercise its right to serve the exception area in the future, the Parties agree to the following: a. Notice: Connexus Energy Cooperative will give Elk River Municipal Utilities ninety (90) days written notice of its intent to provide service to the exception area. b. Compensation for Facilities: Connexus Energy Cooperative will pay to Elk River Municipal Utilities the net book value (original cost depreciated) of the service facilities in place in the exception area at the time of the notice referenced in Section 4 (a) (above) as compensation. The net book value will be calculated using the average property unit cost, net of customer contributions, and the year the unit of property was initiallypurchased. c. Lost Revenue: The Parties acknowledge that no compensation was paid by Elk River Municipal Utilities to Connexus Energy Cooperative for the limited right to serve by exception, and 2 agree that no compensation will be owed by Connexus Energy Cooperative to Elk River Municipal Utilities in the future for lost revenue related to existing or future customers in the exception area. d. Agreement in Writing: The Parties will memorialize their agreement on reasonable compensation terms in writing, and file the agreement with the Commission. e. Resolution: In the event that the Parties cannot agree on reasonable compensation terms within ninety (90) days of the notice referenced in Section 4(a) (above), the issue of compensation will be submitted to the Commission for resolution. f. Late Charges: [IF COMPENSATION IS BEING PAID] If the either party fails to make any payment(s) within thirty (30) days of the date due, additional charges shall become due and payable at a rate of interest per annum equal to the prime rate for the last day of the prior month as reported in the "Wall Street Journal" plus one and one-half percent (I ''/z%) per month (or the maximum percentage allowed bylaw, whichever is lower) on any unpaid amounts. Any payments shall be applied to outstanding interest first, followed by outstanding charges due prior to any current charges due. 5. Reservation of Rights: Except as specifically set forth herein, this Agreement does not modify or limit the legal righu of any party. 6. No Precedent. The Parties recognize that this Agreement is the result of negotiations between the Parties and that the Agreement does not represent any binding or legal precedent on any party in any other matter. 7. Agreement Filed with the Commission. Upon execution of this Agreement by all Parties, the Parties will file a copy of the Agreement with the Commission. 8. Miscellaneous. 3 (a) Entire Agreement and Modification This Agreement contains the entire agreement and understandings of the Parties hereto regarding the scope of the Agreement and appropriate compensation for the exception area. All previous communications, or agreements, between the Parties hereto, either verbal or written, with reference to the subject matter of this Agreement are hereby abrogated. No amendment, modification or waiver of, or consent with respect to any provision of this Agreement shall be effective unless the same shall be in writing and signed bya duly appointed representative of all Parties and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. (b) Assignment. None of the Parties shall assign, or sublet, this Agreement, voluntarily, involuntarily or by operation of law, without the prior written consent of the other. (c) Severence. If any provision of this Agreement shall be found invalid or unenforceable, in whole or in part, by a coup of competent jurisdiction or the Commission, then such provision shall be deemed to be modified or restricted to the extent and in a manner necessary to render the same valid and enforceable, or if that is not possible, such provision shall be stricken and deleted from this Agreement, as the case may require, and this Agreement shall then be construed and enforced to the maximum extent permitted by law and with the purpose to achieve the fundamental intent of the Parties. (d) Choice of Laws. This Agreement shall be construed and interpreted in accordance with the laws of the State of Minnesota and excluding any choice of law or rules that may direct the application of laws of another jurisdiction. (e} Agreement Drafted Jointly The Parties agree that none of the Parties shall be deemed solely responsible for drafting all or any portion of this Agreement, and in the event of a dispute, responsibilities for any ambiguities arising from 4 any provision of this Agreement shall be shared equally among the Parties. (f) Regulation. The Parties acknowledge that this Agreement is subject to the jurisdiction of the Commission. (g) Effective Date. The effective date of this Agreement is the date upon which the Agreement has been signed by a duly appointed representative of both Parties. (h) Notice. Any notice permitted or required by this Agreement shall be made in writing and personally served or mailed (postage prepaid, return receipt requested) and shall be effective upon the date of personal service, or if by mail, upon the date of receipt. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written and the Parties agree to take such additional steps and actions including execution of such instruments and other documents as are reasonably necessary to effectuate the intentions of expressed hereby. Elk River Munici al Utilities Connexus Ener Coo erative B. B. Troy Adams, PE. 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N e-I i e-I N ' I J, I I I ~ z PUC Map Legend -~- Current Elk River/Connexus Boundary Border Changes (To PUC original map corrections) -------~ Connexus Border changes back to original CE Connexus exception customer ERMU Elk River Municipal Utility exception customer Multiple Connexus exceptions QN ERMU Multiple ERMU exceptions X Remove from map Default % for Master Map 200% for Submap ~,, a ~#- w w ?~ --i ~., ~„ A 91.r 1 w w v w --1 w w 4J m S --o w w w -a .a, w a E A ~-4 w w u o., -~ ~, ---~ w w P s~ ,s W W v o. ~t c w w F ~'~ ~., m 0 l ~ 1 ~r:§ ~=ge ~'~L1 ~~I"~J~n~ = ~ m ~ ~'. » g rz~~~ ~, ~' . 4 v m m n ' i Z ~ w I 1 it _ ~ g ~ §~~gn da ~ ~~ s, ~ ~~ 8 s 3 0 'a 2 x s a ~ o~ 9 § x=~ N I~ N "~ K x - ~ ~ i -' sb pa.~ gg~ ~5 '~4~ ~ z S o ~ & x s s ~ o N, ~ py 3 $p 8@ m 0 0 0 ~ o d o~ v ~ ~ ~ T{) N^ O O (n C ~_ ce q 3~ 0 5 3 5 ~. ~ L 5 m 3 n ~ ~ z~`%is ~ ~ ^~s ~ ~ Y ~ ° 2 ~ S ~ a c1s~ ~~I ~5t<"-55s~ ~ ~ I 9 ` ~~i qEo _~ - ~~ ~^~~ ~ I J v N -~ u r ~_~ ;~ ~ ~~~ r ,~ :~ ` 2 ~ ~~ ~ ~~ I ~ ' r ~f~ r, ~, _, ~ ~' ~° 23 ..r F; z ~t~ -~ ~~' f ~~ . ~i'" 1 a . 21- I ~ ~ ~~' ! r ~y ~ ~~T (( _ ..~I~ r.{! e r{! r ~ 12 ~ `l - 5...n ~.~ K h~ w _ ~~ n r ~ ' ~- ,a '~ ~ ~x g'~6 r ~ j ~ F~ ~ i. 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