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3.1.D ERMUSR 08-09-2011RESOLUTION 11-OS A RESOLUTION OF THE ELK RIVER MUNICIPAL UTILITIES A RESOLUTION AUTHORIZING AN AGREEMENT TO TRANSFER ELECTION SHARE IN THE BROOKINGS-TWIN CITIES TRANSMISSION PROJECT FROM THE CITY OF DELANO BE IT RESOLVED by the Elk River Municipal Utilities Commission, hereinafter "Commission", as the governing body of the Elk River Municipal Utilities, a Minnesota municipal utility, of the City of Elk River, Minnesota (hereinafter referred to as "City"), as follows: Section 1: It was previously determined that it was in the best interest of the City to participate in the Brookings-Twin Cities Transmission Project and the Commission previously approved participation in the Brookings-Twin Cities Transmission Project through the Central Minnesota Municipal Power Agency with a participation amount not to exceed $7,140,953 without further action of the Commission. Section 2: An opportunity has azisen to acquire an additional participation interest (election shaze) in the Brookings-Twin Cities Transmission Project from the City of Delano, which has decided not to participate in the Brookings-Twin Cities Transmission Project. Pursuant to the terms of an Agreement to Transfer Election Shaze, the parties to said Agreement, being the City of Delano, the Central Minnesota Municipal Power Agency and five (5) other cities already participating in the Brookings-Twin Cities Transmission Project, Delano will assign its participation interest (election share) to six (6) cities, including the City of Elk River, who are already participating in the Project. Section 3: The additional cost to acquire a portion of the City of Delano's election share, when aggregated with the amount of participation already approved by the Commission in the Brookings-Twin Cities Project, does not exceed the total amount authorized in the previous resolution. Section 4: The Commission does hereby approve the Agreement to Transfer Election Share to be entered into with the Central Minnesota Municipal Power Agency, the City of Delano and five (5) other cities already participating in the Brookings-Twin Cities Transmission Project. Section 5: The additional expenditure necessary to acquire a portion of the City of Delano's participation share in the Brookings-Twin Cities Transmission Project is hereby authorized. Section 6: The Commission Chairman and the Secretary are hereby authorized and directed to execute the Agreement to Transfer Election Share for and on behalf of the Commission, the same to be exclusively evidenced by such execution. Adopted this 9`h day of August, 2011. John Dietz, Chair Attest: Troy Adams, Secretary/Utilities Director CERTIFICATE I, Troy Adams, the Secretary of the Elk River Municipal Utilities Commission, do hereby certify that attached hereto is a true and correct copy of a resolution (other than the exhibits thereto) duly adopted by the Commission at a meeting duly held on the 9`" day of August, 2011 notice of such meeting having been given in accordance with law and at which meeting a quorum was present and acting throughout. I also do hereby certify that such resolution has not been amended in any way from the date of such adoption to the date hereof. IN WITNESS WHEREOF I have hereunto set my hand this 9`" day of August 2011. Troy Adams, Secretary/Utilities Director