4.6. SR 05-20-2013 Elk REQUEST FOR ACTION
River
TO ITEM NUMBER
Mayor and City Council 4.6
AGENDA SECTION MEETING DATE PREPARED BY
Consent May 20, 2013 Troy Adams,P.E. — ERMU General
Manager
ITEM DESCRIPTION REVIEWED By
Resolution Concurring in Resolution No. 13-5 of the Elk River Cal Portner, City Administrator
Municipal Utilities Approving Membership in the Minnesota REVIEWED BY
Municipal Power Agency
ACTION REQUESTED
Elk River Municipal Utilities (ERMU) requests City Council support the decision of the Utilities
Commission by the adoption of the attached resolution concurring in ERMU Resolution No. 13-5.
DISCUSSION
Currently ERMU receives wholesale power from Great River Energy (GRE) through an "all
requirements"purchase power agreement with Connexus Energy, one of GRE's 28 member electric
cooperatives. In September 2008, Connexus exercised their right to terminate that contract. The
provisions of the contract require a ten year notice, effectively establishing the purchase power agreement
to end in September 2018.
Since that date ERMU has diligently explored options for a future power supply which included
negotiating an extension of the current contract. The criteria established for ERMU's wholesale power
supplier analysis consisted of the following: competitive rates,local control with the ability to have a say
in our future, stability and position for reduced risk associated with regulation including potential"carbon
tax," communication and sharing of information, and advocacy and"safety in numbers" associated with
partnering with utilities that have "like interests." As a result of ERMU's five year analysis, the Utilities
Commission has determined that Minnesota Municipal Power Agency (MMPA) is clearly the best fit for
ERMU's power supply and would best serve our community as we move forward into the future.
On May 14, 2013,what is now a historic day for ERMU and our community,the Utilities Commission
unanimously adopted a resolution requesting membership in MMPA, an agency created by Minnesota
Statute with membership consisting of PUBLIC POWER municipal utilities serving the following
communities:Anoka,Arlington,Brownton,Buffalo, Chaska, East Grand Forks,Le Sueur,North St. Paul,
Olivia, Shakopee, and Winthrop. Through that resolution, the Utilities Commission requests the support
of the City Council of the City of Elk River through a concurring resolution.
FINANCIAL IMPACT
Adoption of this resolution does not have a financial impact on the City of Elk River.
P O W E R E D BY
NaA f RE]
ATTACHMENTS
• Proposed Resolution of the City Council of the City of Elk River Concurring in Resolution No.
13-5 of the Elk River Municipal Utilities Commission Approving Membership in the Minnesota
Municipal Power Agency
• Resolution No. 13-5 of the Elk River Municipal Utilities Commission Requesting Membership
in Minnesota Municipal Power Agency,dated May 14, 2013
• Agency Agreement—Minnesota Municipal Power Agency, dated May 11, 1992
Action Motion by Second by Vote
Follow Up
City of Elk River
City Council
RESOLUTION No. 13 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ELK RIVER
CONCURRING IN RESOLUTION NO. 13-5 OF THE ELK RIVER MUNICIPAL
UTILITIES COMMISSION APPROVING MEMBERSHIP IN THE MINNESOTA
MUNICIPAL POWER AGENCY
NOW, THEREFORE,BE IT RESOLVED,by the City Council of the City of Elk River,
Minnesota:
Section 1. It has hereby found, determined and declared:
A. The Board of Commissioners of Elk River Municipal Utilities ("ERMU")has determined
that it is in the best interests of the electric ratepayers who are customers of ERMU to
become a Member of the Minnesota Municipal Power Agency (the "Agency"), a
municipal power agency organized in 1992 under and pursuant to Chapter 453 of
Minnesota Statutes (the "Agency Statute") and to enter into a long term arrangement for
the purchase of power and energy from the Agency.
B. The Agency Statute requires the Commission to authorize and approve the adoption and
execution of the Agency Agreement in order to become a member of the Agency, and
also requires the concurrence of the City Council as a precondition to the effectiveness of
the adoption of the Agency Agreement as provided in the Commission Resolution.
C. The Commission has submitted to the City Council its Resolution No. 13-5 dated May
14, 2013 (the "Commission Resolution")which, among other things, does agree to the
provisions of and authorize the execution of the Agency Agreement and requests the City
Council to concur in its action as set forth in the Commission Resolution(together with
the Agency Agreement attached hereto). The terms "Agency Agreement" and"Bylaws of
the Agency"have the meaning set forth in the Commission Resolution.
D. The Council has reviewed the Commission Resolution and the Agency Agreement and
has made such inquiries of the Commission as deemed necessary and appropriate on the
subject and relies upon the expertise and judgment of the Commission with respect to the
City's long term arrangements for the supply of power and energy as it is so charged by
Minnesota Statutes, section 412.361.
E. The Agency Statute and the Agency Agreement provide that cities which are members of
municipal power agencies are not liable for the obligations of the municipal power
agency.
Section 2. The City Council does hereby concur in the Commission
Resolution including, but not by way of limitation, the approval and authorization of the
City of Elk River by and through ERMU to become a member of the Agency, the
agreement to the provisions of and the authorization to execute the Agency Agreement,
the agreement to the provisions of the Agency's Bylaws and the Commission's
appointment of the initial Representative and initial Alternate Representative to the
Agency.
Section 3. The City Clerk is hereby authorized and directed to affix to the
Agency Agreement a certified copy of this Resolution for submission to the Secretary of
State of Minnesota in accordance with the Agency Statute.
Adopted by the City Council of the City of Elk River, this 3rd day of June, 2013.
John J. Dietz,Mayor
ATTEST:
Tina Allard, City Clerk
3
i
RESOLUTION No. 13-5
I
BOARD OF COMMISSIONERS
{ ELK RIVER MUNICIPAL UTILITIES
A RESOLUTION REQUESTING MEMBERSHIP IN THE MINNESOTA MUNIICPAL
POWER AGENCY, ACCEPTING THE PROVISIONS OF THE AGENCY
AGREEMENT AND BY-LAWS OF THE MINNESOTA MUNICIPAL POWER
AGENCY, APPOINTING A REPRESENTATIVE TO THE AGENCY AND
REQUESTING THE CONCURRENCE OF THE CITY COUNCIL
NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of Elk River
Municipal Utilities:
Section 1. It is hereby found, determined and declared that:
A. The Minnesota Municipal Power Agency (the "Agency") was created and declared
effective by the Minnesota Secretary of State on May 19, 1992, as authorized and
provided in Minnesota Statutes, Chapter 453 (the "Agency Statute")
B. The following Minnesota cities are the present members (the "Members") of the Agency:
Anoka, Arlington, Brownton, Buffalo, Chaska, East Grand Forks, Le Sueur, North St.
Paul, Olivia, Shakopee, and Winthrop, and they each purchase wholesale power,
transmission and other utility services from the Agency.
C. Elk River Municipal Utilities ("ERMU") is authorized by Minnesota Statutes, sections
412.321 through 421.391 to engage in the local distribution and sale of electric power and
energy. Pursuant to Minnesota Statutes, section 412.361, the Elk River Municipal
Utilities Commission is authorized and empowered by law to regulate rates and charges
for the distribution of electric energy within Elk River Municipal Utilities' territory and
to make arrangements for power and energy supply.
D. The Elk River Municipal Utilities Commission (the "Commission") has determined that
it will need a new source of power supply within the proximate future, did conduct an
investigation and survey of available, alternative power suppliers, and with the aid of
outside experts determined to further examine and to enter into negotiations with the
Agency.
E. The Commission has concluded a course of due diligence examinations upon the history,
plans, financial position, generating and purchase power resources, material agreements
and other relevant matters and has concluded that the Agency is likely to provide a
reliable and reasonably priced supply of power and energy to meet the needs of ERMU.
I
Therefore, the Commission has selected the Agency to provide its long term power
I supply needs commencing in 2018 and to apply now for membership in the Agency.
i
F. The Commission finds further assurance and support for its selection in that governance
of the Agency is in the hands of other Minnesota municipal electric utilities and that
j ERMU, by the Commission, will have the right and authority to actively participate in the
management and direction of the Agency.
G. The Agency has provided to the Commission a copy of the Agency Agreement by and
among the Members of the Agency and of the Agency Bylaws (each attached hereto).
The Commission has examined the Agency Agreement and the Bylaws to the extent
deemed necessary and appropriate by the Commission. For all purposes of this
Resolution, the Agency Agreement includes the Agency Agreement filed with the
Minnesota Secretary of State on May 19, 1992 and the amendments thereto as approved
by Agency Representatives' Resolutions numbered 1993-1 (adopted March 3, 1993) and
2004-1 (adopted January 27, 2004). For all purposes of this Resolution the Agency
Bylaws include the Bylaws of the Agency as originally adopted and as since amended by
the Agency Directors and Representatives through the date of the adoption of this
Resolution.
H. Pursuant to the Agency Statute, the concurrence of the City Council of the City of Elk
River is required as a precondition to the effectiveness of the Commission's adoption of
the Agency Agreement as provided in this Resolution.
I. The Agency Statute and the Agency Agreement provide that cities which are members of
municipal power agencies are not liable for the obligations of the municipal power
agency.
Section 2. The participation of the City of Elk River by and through ERMU
as a member in the Agency is hereby approved and authorized.
Section 3. The Commission agrees to the provisions of the Agency
Agreement and the Bylaws of the Agency and the Chairman or any other officer of the
Commission is hereby authorized and directed to execute the Agency Agreement for and
on behalf of and as the deed of Elk River Municipal Utilities, and the General Manager or
any officer of the Commission is hereby authorized and directed to certify the adoption of
this Resolution.
Section 4. In accordance with the Agency Act and the Agency Agreement,
the following persons are hereby appointed as the initial representative and initial
alternate representative of Elk River Municipal Utilities as a member of the Agency:
Representative:
1
Troy Adams, P.E., General Manager
13069 Orono Parkway
P. O. Box 430
Elk River, MN 55330-0430
Alternate Representative:
Allen Nadeau, Vice Chair
13069 Orono Parkway
P. O. Box 430
Elk River, MN 55330-0430
The Representative or, in the absence of the Representative, the Alternative
Representative, shall exercise all of the rights, duties and powers of Elk River Municipal
Utilities as a member of the Agency for and on behalf of ERMU in accordance with the
provisions of the Agency Statute, the Agency Agreement and the Bylaws of the Agency
until a successor is appointed by the Commission.
Section 5. The Chairman of the Commission or any other officer of the
Commission is authorized and directed to affix to the Agency Agreement a certified copy
of this resolution for submission to the Secretary of State of Minnesota in accordance
with the Agency Statute.
Section 6. The Chairman of the Commission or any other officer of the
Commission is authorized and directed to deliver this Resolution to the City Council of
the City of Elk River and to request the concurrence of the City Council in this
i Resolution.
1
j This Resolution is adopted by the Elk River Municipal Utilities Commission on
May 14, 2013.
J hn Petz, C it
Troy Adams, P.E., General Manager
I
AGENCY AGREE,KENT
MINNESOTA MUNICIPAL POWER AGENCY
This AGENCY AGREEMENT, dated as of May 11 , 1992 , the een and OF
among the CITY OF ARLINGTON , the CITY OF gRQWt`TC7N ,
the CITY OF NORTH ST.
PAUL, the CITY
CHASNA, the CITY OF LE SUZUR,
OF QI�IVI% and the CITY OF WINTHROP , all cities arganizec3 and
existing under the "Cities" ) ,laws of the
State danM�`and5a11 Minnesota cities referred A
to collectively as the Agreement in accordance with its
becoming parties to this Agency g
terms after the date hereof 1as the e I'M
collectively 'h) 'the Cities
being herein collectively referred to
W I T N E S S E T H
WHEREAS, Minnesota Statutes , Section 453whichhtermh includes
ed to as the
inclusive ( herein referred
any amendnt thereof ► permits any two or maze cities which are
m'=
organized and existing under the laws of the State of Minnesota
r a city charter adopted pursuant thereto ) and which are
ta
authorized by such law's or charter to engage in zhG local
to establish and create
distribution and sale of electric energy ,
a municipal power agency ( referred to herein as an "Agency►" , which
term has the same meaning herein as the term "municipal pck"=r
�....
agency" as defined in the Act) by the execution of an agency the Acm) aut-horizc-d by the
agreemen 4 ( as such term defined
such term is de f fined in the
resolu Lion of the governing
Act and herein referred to s a wit"Commission" )the Secret arya of cS 4a a and
the filing thereof for
Minnesota ; and
WHEREAS, the Act pr
that an Agency shall have certain
rights and powers enumerated herein, all of which the C"-'es
desire to exercise through the formation of an Agency ; and
WHEREAS , each of the a or b its it authorized cha either by the
adopted pursuant
of the Sra Le of Minnese Y
of the
to engage in the local distxibur_ion and sale of el€�ctYic
energy ; and
WHEREAS, the Commission of each of the Cities has authorized
and approved this Agency Agreement by resolution duly adopted
( a
ai each Such e solution tieing attached to th'= copy
certified cagy State as
hereof which has been filed with the 5ecre4ary o�
reauiced by the Act and ichhCitininewhichdthe Commission�issnot
Resolution ") and , as to each y general control Of
the body charged by law or is charter with the g
t l affairs
he City' s governmenta , the city council ( as su
ch term is
defined in the Act ) or other body oVernmental affars laf each oaf
with the general control of its g o recment and
the Cities has approved and concurred in this Ag..ncy Ag
the Commission Resolution of that City relating thereto pursuant
to resolution duly adopted (a certified copy of each such
resolution being attached to the copy hereof which has been f fled
with the Secretary of state Council as Resolution" ) ;ir yand e Act and herein
referred to as a "City
WEEREAS, each of the Cities desires to become he e member of the
below-mentioned Agency pursuant to the Act by
this Agency Agreement .
NOW THEREFORE, each of the Cities (and each of the Minnesota
cities becoming a Member of the below-mentioned Agency after the
date hereof ) does handy inove ons iderationee of a hen coven ntsat and
of the foregoing
agreements of the others , as follows :
Section I . Creation and Put ose: The below-mentioned Agency
is created and incorporated as a municipal corporation and a
political subdivision of the State of Minnesota under and pursuant
to the provisions of the Act, to exercise thereunder a part of the
soVereign powers of said 5t-ate, in the acquisition , construction
and financing of facilities for the generation and transmission of
electric energy or interests in such facilities or rights ro part
or all of the capacity thereof , in order to secure an powers adand qua-7-in
economical and reliablE supply of electric �granted to an
furtherance thereof , to exercise all of the Po
�~ Agency by the Act .
Section 2 . Name . The name of the Agency created by this
Agency Agreement shall be the "Minnesota Municipal power Agency "
( and is herein referred to as the "Municipal power Agency" ) .
Section 3 . Initial Members . Each of the Cities represents
and warrants all of the other Members and to the Municipal
power Agency that:
(A) It is a city duly organized and existing under the laws
of the State of Minnesota or under a city charger duly adopted
p�arsuanf to the Constitution and laws of the S-ate of Minnesota .
(p,) It is authorized by such laws or charter to engage and
is now engaged in the local distribution and sale of electric
energy .
(C ) The Commissn Resolu-,..ion ha
repes been duly and validly
adopted and has not been am
( C ) The City Council Resolution has been duly and validly
adopted and has not been amended or repealed .
(E ) The name of the City, its Commission n and its Co nCil,
and the dates of adoption of its commission
- Council Resolution are as indicated below:
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-- Authorized by Concurred in by
' Commission C-ity Council
C
City of Arlington
* 5-4-92
City
of Brownton * 4-27-92
city
of Chaska 4-22-92
City of Le Sueur * 4-29 -92
City of North St . Paul
5-11-92
City of Olivia * 4-20-92
City of Winthrop * 5-4-92
*City Council is the "governing body" of the City.
(F) It consents to the filing of this Agency Agreement and
its C�.ty Council Resolu-"ion and its
Commission Resolution, of any ,
with the Secretary of State of Minnesota, and requests that a
certificate of incorporation of
Secretary eofmutatepal Power Agency be
s
issued and record y
Section 4 . Initial Representatives. The name and addresses
of the persons initially appointed by the Commission Resolutions
and the City Council Resolutions to act as the representative
preferred to herein a5 the " Initial Representative " ) of each of
the Cities, respectively , in the exercise of their powers as
members, are as follows :
Initial
Representatives Address
City
City of Arlington Arden Kreft Arlington , MN 55307
City of Brown-Lon Curtis Carrigan 52B 2nonSt. So, ePolBox 238
City of Chaska Dave Pokorney One city Hall Plaza
1962
City of Le Sueur Mervin Hentges 228S No . m ain t
stree
City c North Ron Schuler 2526 East 7th Ave.
Sr-. Paul North St. Paul , MN 55109
3 -
City of Olivia Don Decker 305 East Oak
Olivia, MN 55277
City of Winthrop Louis Melius 305 forth Main Street
Winthrop, MN 55396-
section S . Selection and Term of Representatives . Each
Representative (which term includes the initial Representative of
each member and any successor thereto at the time acting as
Representative ) shall serve as the Representative of such City
until another Representative shall be appointed by a Commission
Resolution of such City and filed for record with the Board of
Directors . Each member shall be represented by one (1 )
Representative . In case a Representative shall resign or shall be
incapable of acting as such Representative due to death, illness
or any Other cause, the member shall select a successor
Representative by a CoirLmission Resolution filed for record with
the Board of Directors , but nothing herein contained shall
prohibit the Municipal power Agency from exercising any of its
powers during such vacancy and until such successor Representative
_ is selected.
Any member may , by Commission Resolution filed for record
With the Board of Directors , designate an alternative
Representative who shall have and be entitled to exercise all
rights of the Representative of that Member in the event of the
death, absence , disabilitlF or resignation of the Representative .
The Representative of each Member shall cast the number of
votes assigned to that Member in accordance with the formula set
forth in section 9 (C ) hereof . Each Representative of a city
becoming a Member of the Municipal power Agency after the date
hereof pursuant to Section 9 ( ;k) hereof , and each successor to such
Representative, shall be selected and shall act
as such
Representative in accordance with the provisions of this Section
5 .
Each vote or votes of a Representative , at an annual or
special meeting, shall be the vote or votes as, for and on behalf
of the member which he or she represents, and such vote or votes
shall be deemed conclusively to constitute the vOte or votes of
the respective cities as members of the Municipal power Agency for
all purposes of the Act, this Agency Agreement and the Bylaws .
4 T
section 6 . Initial Board of Directors . The Initial
Representatives shall be and shall constitute the initial board of
directors ( herein referred to as the "Board of Directors" and each
member of said Board of Directors is herein referred to as a
"Director" ) of the Municipal Power Agency until the first meetings
of the Board of Directors and Representatives , at which time the
terms of the initial Board of Directors shall expire and the new
Board of Directors , selected in accordance with Section 9 (E)
hereof , shall take office.
Section 7 . Registered office. The address of the registered
office of the Municipal Power Agency is One City Hall Plaza,
Chaska , MN 55338-1962 .
The location of the registered office of the Municipal
Power Agency may be changed by the Board of Directors upon the
filing of a certificate of change of location with the Secretary
of State of Minnesota, as provided in Minnesota Statutes, Section
453 . 53 ( 5 ) .
Section 8 . Members Not Liable . Neither the cities which are
members of the Municipal Power Agency nor the Represen4atiE-es
shall be liable for any of the obligations of she Municipal Power
Agency .
Section 9 . Other Provisions . The information set forth in
Sections 1 through 8 , inclusive , of this Agency Agreement is the
information required by Section 3 , Subdivision 1 , Paragraphs (1 )
through (8 ) , inclusive , of the Act . In addition , Paragraph ( 9)
thereof states that an agency agreement may also include any other
provision for regulating the business of an Agency or the conduct
of its affairs which may be agreed by the member cities ,
consistent with the Act. . In addition to the provisions set forth
in sections 1 through 8 , inclusive, of this Agency Agreement , each
of the Cities ( and each of the {cities becoming a Member of the
Municipal Power Agency after the date hereof ) does hereby agree as
follows :
( A) Additional !embers . Any city organized and existing
under the laws of the s`"ate of Minnesota or a ciry charter adopted
Pursuant thereto , and authorized by or pursuant to such laws or
charter to engage in the local distribution and sale of electric
energy , may become a party to this Agency Agreement and a Member
of the Municipal Power Agency upon the following conditions :
( 1 ) The city shall file with the Board of Directors a
certified copy of a Commission Resolution and , if the city is one
in which the Commission is not. the body charged by law with the
general control of the city' s governmental affairs , a City Council
: Resolution whereby the city ( i ) agrees to the provisions of this
Agency Agreement and the Bylaws, ( ii ) requests to become a member
of the Municipal Power Agency , and ( iii ) appoints an initial
Representative.
` - 5 -
( 2) No such city shall became a Member of the Municipal
Power Agency until ( A) its admission is approved at an annual or
special meeting of the Representative by the affirmative vote of
(is -thirds of all Re re flf then exist' Members i 111111,1111111
each casting one vote , and (ii ) two-thirds o e total votes cast
by the Representatives, in accordance with the weighted voting
formula described in Section 9 (c ) of this Agency Agreement , and
(B ) such city deposits with the Board of Directors or agrees to
deposit with the Board of Directors an amount equal to a share of
the costs and expenses incurred by, the Municipal Power Agency and
payable from assessments prior to the date of admission of such
city as a Member of the Municipal Power Agency, as determined by
the vote of a majority of the Representatives of than existing
Members, each casting one vote.
( 3 ) The Board of Directors shall, by resolution determine
whether admission is approved by the required majorities of the
determines , s al ' e gerri�
Representatives , and , if it sa ,esolutian and_ the
co ies of
solution an
Cit Cou esolution with the secretary of State .
( 4 ) Upon such filing, the city shall become a Member of the
Municipal Power Agency for all purposes of the Act , this Agency
Agreement and the Bylaws , and shall have the same righ-s , duties
and obligations hereunder as the Cities constituting the initial
members.
Any Member may withdraw from the Municipal Power Agency upon
the allowing condition ; : (i ) the Member or its Representative
shall have filed with the Board of Directors and the Secretary of
s Late a certified copy of a Commission Resolution and , if the city
is one in which the Commission is not the body charged by law with
the general control of the city' s governmental affairs, a
certified copy of a City Council Resolution expressing its desire
to so withdraw, ( ii ) if the Municipal Power Agency ,, prior to the
filing of such Commission Resolution and City Council Resolution ,
shall have incurred any obligation payable from assessments in
accordance with section 9 ( 1 ) hereof which obligation matures after
the date of such filing , the withdrawing Member shall have paid ,
or made arrangements satisfactory to the Board of Directors to
pay , to the Municipal Power Agency its pro rata par-ion of such
obligation , determined in accordance with Section 9 ( I ) hereof , and
( iii ) if any obligations of the Municipal Power Agency shall be
outstanding at the tame , no Member shall be permitted to withdraw
from the Municipal. Power Agency , if such withdrawal would reduce
the number of Members remaining in the Municipal Power Agency to
less than two ( 2 ) .
Upon compliance with the above provision, the wi-hdraw ing
city shall no longer be considered a Member of the municipal Power
Agency for any reason or purpose under this Agency Agreement or
the Bylaws. The withdrawal of a Member from the Municipal Power
Agency shall not affect any obligations under any contras- between
the withdrawing Member and the Municipal Power Agency .
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} Nothing contained in this Agency Agreement or in the Bylaws
shall be construed to prohibit any Member from W executing one
or more other agency agreements with other cities for the purpose
of forming other Agencies under the Act Or ( ii ) exercising the
powers of an Agency as provided in Minnesota Statutes , Section
453 . 58 . Nothing con ru d to prohibit the YMunicipal n power Agency
Bylaws. shall be cans P
from oining an organization or association composed of other
Agencies created pursuant to the Act .
Any Member which has either defaulted under arises act wiih
the Municipal Power Agency ar failed to pay elled from the
accordance with Section ( an annual,
orayspeci 1 pmeeting of the
Municipal Power Agency at
Representatives by the affirmative vote of (a) a majority Of all
Representatives ( including embe }theeachr cas t ng v one Representatives
a
of the defaulting M
majority of t cast by such Representa"fives , in
he fatal votes
accordance with the weihtd voLThe expulsianevfrabMemberSfroma�he
9 (C ) of this Agency Agreement.
Municipal Power Agency shall not affect any obligations under any
contract between the expelled Member and the Municipal poWeL
Agency nor its ❑bligation Lo pay any moneys previously assessed
against such expelled Member .
(B ) Matters Requiring Members ' Avordval . Na ahEi Municipal
of the fallowing matters shaJ.l. be underraken by
Power Agency except pursuant to cresol_ u��_ adopted b the Bohm
of Di ect and a ved b the Re resentarives , provided
such approval of the Representatives may be given by a resolution
adopted by the Representatives which is general in scope and
continuous in nature and a delegate to the Board of Directors Or
the power to take an and all action reasanabl necessary
c3es�ra e t
e of t e resolution:
( 1 ) The issuance of bonds or notes of the Municipal Power
Agency .
( 2) The execution by the Municipal PvwEr Agency o any
contrac" payable primarily from assessments , when such con-racL by
its terms will nor expir= prior to the end of the Fiscal Year in
which it is executed .
( 3 ) The incurrence by the municipal Power Agency of any
financial obligation in excess ofthat which is budgeted for the
Fiscal Year in which it is incurred .
( 4 ) The adoption and amendment of an annual operating
budget , if such budget requires the assessment Of expenses to
Members , as provided in Section 9 ( 1 ) of --his Agency Agreemenr..
( 5 ) The ad .ission or expulsion of Members , as provided in
Section 9 ( A) of this Agency Agreement.ent.
( ) The amendment to or termination of this Agency
Agreement, as provided in sections 9 (L) and 3 ( M) of this Agency
Agreement .
( 7) The adoption and amendment of the Bylaws , as provided in
Section 9 (L ) of this Agency Agreement,
(8 ) The election , removal and compensation of Directors , as
provided in Section 9 ( E) of this Agency Agreement.
Each of the matters set forth above shall require the
approval of the majority of the votes cast by the Representatives
in accordance with the weighted voting formula described in
Section 9 (c) hereof , except as to those matters for which rather
provisions of this Agency Agreement require a greater percentage ,
or which specify that in substitution thereof or in addition
thereto , such matters shall be decided by the Representatives Each
casting one vote.
The Board of Directors and the Representatives shall take any
and required under any contract or
all action which may be
agreernznt to which the Municipal Power Agency is bound , including
any bond resolution , trust indenture or similar financing
agreement ; but nothing contained in this section shall be
construed to mean that any Member or Representive is liable for
ta
any of the obligations of the Municipal Power Agency .
Except as otherwise expressly povided f the
this
Agency Agreement , each action at any meeting of
Representatives shall be taken by a majority of the votes cast on
the question by the Representatives present , each exercising a
number of votes allocated to the Member he or she represents as
follow*s (referred to herein as a "weighted vote") :
(1 ) one vote ; plus
( 2) one additional vote for each full 5 , 000 megawatt hours
of electric energy purchased from the Agency by the member during
such Member ' s most recent fiscal year ; plus
( 3 ) if the votes allocated to ant= Member pursuant to clay ses
(1 } , and ( Z) would equal or exceed -the total number of votes
catEd to all other Members , its allocation of VotcS shall othb
a} 1(} less than those allocated to all
r
reduced to one vote
Members .
The allocation of votes to each member shall be made in
accordance with the formula Outlined above as soon as practicable
after the beginning of each the Municipal E allocation b sea shall
made by the secretary Of P al Pok� Agency
cer��ificate of the Commission or Representative. of the Member , and
t such allocation shall be verified by the Board of Directors . Each
such allocation shall remain effective until such time as a new
allocation is made for the next Fiscal Year .
f D) Meetinc�_s_, Initial meetings of the Representatives and
of the Boar�Directors shall be held upon the call of the
Directors , after notice , for the purpose of determining the votes
of Representatives as provided in section 9 (C ) hereof , adopting
Bylaws, electing Directors and officers, adopting an initial
operating budget for the remainder of the Fiscal Year , and
transacting any other business that may come before the meetings .
The Bylaws shall be proposed by the Board of Directors and shall
become effective when approved by resolution adopted by the
affirmative votF of 4i ) two-thirds of the Representatives , each
casting one vote , and ( ii ) two-thirds of the votes cast by the
Representatives in accordance with the weighted voting formula set
forth in Section 9 (C) hereof . Thereafter, the Representatives
shall hold an annual meeting at a time and place provided in the
Bylaws or in a resolution adopted by the Representatives , at which
any business may be transacted , and special meetings upon such
call and notice and at such times and places as may be provided by
or pursuant to the Bylaws or in a resolution adopted by the
Representatives.
(E) Board of Directors . The powers of the Municipal P owe z
Agency shall be exercised by the Board of Directors in which shall
be vested all of the powers conferred on the Municipal Power
Agency by the Act and this Agency Agreement other than those
powers described in Section 9 (H ) hereof which shall require the
approval of the Representatives . The initial Hoard of Directors
is set forth in Section 5 hereof . only Representatives shall be
eligible for election to the Board of Directors. Compensation for
Directors shall be set by the Representatives . Directors shall
discharge their duties in good faith , and with that diligence and
care which an ordinary prudent person in a like posi-ion would
exercise under similar circumstances . Actions by . Board of
Directors may be taken upon the vote of a ma j on r. y of the
Directors present and voting at any meeting at which a quorum is
present. Directors shall not cast "weighted votes " and each
Director shall cast but one voce .
Until the first meetings of the Board of Direct
Until ors and
Rep7E5en':azIves , the lni vial Representi?.�� 1«c Shill cons Ll ttl the
Board of Directors . At such ini,-ial meeting of the
REpresenr.a-4ivEs , the new Directors shall be selected as provided
below, and , at the time Of selec4ion of such new Directors , the
terms of office of the Initial. Representatives as Directors shall
cease and such new Directors shall take office . If the Municipal
poker Agency has seven members or less , the Board of Directors
Shall consist of the Representatives from each of the members . If
the Municipal power Agency has more than seven members , the Board
of Directors shall consist of seven7) Directors , appoinr.ed or
elected as follows :
(1 ) The Representatives of the three members which have the
csreatest rsumber of votes alioca=.-ed to them pursuant to Section
9 -
5 (C ) hereof shall automatically be Directors unless and until such
] time as another Member is allocated a greater number of votes than
any one of the three such Directors , at which time the
Representative of such Member shall automatically 'replace such
Director on the Board of Directors . The other four Directors
shall be elected as provided in subsection ( 2) hereof .
( 2) Four of the Directors shall be elected by the
Representatives . All Representatives, other than those entitled
automatically to be Directors, shall be entitled to vote for such
Directors . Weighted voting shall not apply to the election of
Directors and in such election each such Representative shall be
entitled to the same vote or votes as all other Representatives.
one of the elected Directors shall have a term of one (1 ) year;
one of the elected Directors shall have a term of two ( 2) years ;
and two of the elected Directors shall have a term of three ( 3 )
years, provided that such terms shall expire at the annual meeting
of the Representatives in the year in which the term is to expire .
Directors ) shall be elected at the annual meeting of the
Representatives in each year to replace that Director (s ) whose
term has expired , and each Director subsequently elected shall
have a term of three ( 3 ) years .
Any Director whose term has expired but who has not been
replaced by another Director shall cantinue as such Director until
so replaced .
If the term of a Representative who is also a Director should
expire or should such Representative resign or become incapable of
acting for any reason , the successor to such Representative,
appointed by the Member in accordance with section 5 hereof , shall
assume the vacancy on the Board of Directors created thereby .
Any Representative who has been elected to the Board of
Directors in accordance with subsection ( 2) above , and who , during
the term thereof , shall be entitled to automatic representation on
the Board of Directors , pursuant to subsection ( 1 ) hereof , shall
remain a Director , and the vacancy caused by the automatic
resignation of the other Director shall be filled by a
Representative elected as provided in subsection ( 2 ) above, whose
term shall expire on the date on which the term of the Director
previously elected would have expired .
The Board of Direc-tors shall elect , annually , from their
number , a Chairman, a vice-Chairman , a secretary and a Treasurer.
Directors who have been elected may be reproved for cause at a
special meeting of the Representatives called for that purpose by
the of firrnative vote of ( i ) two-thirds of the Representatives ,
each casting one vote , anc ( ii ) two-thirds of the votes cast by
the Representatives in accordance with the weighted voting formula
- 10 -
described in Section 9 (C ) hereof . Any director elected pursuant
1 to subsection ( 2) above and removed for cause shall be replaced by
a Representative elected provided hall expires eon xthe date bone whi h
the term of such new Der actor
the removed Director ' s to tione one t the Board of Directors
is entitled to automatic p resenta
pursuant to subsection ( 1 ) above elected and
as pro moved idedf in subsect onl (1)
replaced by a Representative
above , who shall remain a Director until the Member selects a
successor Representative to replace such removed Director, at
which time such successor Representative shall replace such new
Director..
Meetings of the Bo of the Bylaws , shall be held in
accordance with the provisions
(P) Hv�laws. The Board of Directors shall recommend and the
Representatives shall adapt Bylaws for the conduct cif the affairs
of the Municipal Power Agency. The Bylaws shall state the powers
delegated to the Chairman , vice-Chairman , Secretary and Treasurer .by
The Bylaws may establish the office ' of. Preside
scar}�foero the
an employee and such other offices as it ,�and
conduct, of the affairs resolution e may pest. bush Agency ,c d�aLies and
Board of Directors y
compensation of such offices .
y Bylaws , resolution
( G) poems. Unless restricted b the B 1ar►s , y
adopted by a majority of the votes cast by the Representatives or
by contract, the Municipal Power Agency may exercise any and all
of the powers , rights and privileges granted to Agencies under the
Act.
( H ) Restrictions on Powers . The Municipal Power Agency
shall be subject to the following restrictions :
( i ) it shall engage only in activities which are
permitted by the Act ;
( ii ) its income shall not inure to any private persons
or corporations ;
( iii ) if the Municipal Power Agency: shall be dihall v be
of ter payment of all indebtedness, all of its asset_
distributed to its Members ; and
( iv ) no Member shall be individually liable for any
indebtedness incurred by the Municipal Power Agency nor for the
indebtedness of any other Member , nor liable for any purpose in
excess of the assessments made against that Member , determined as
provided in Section i ( I ) .
_ ( I ) Annual Budoet , Assessments . The Board of Directors
shall prepare an annual operating budget for each Fiscal year .
The operating budget shall include estimated expenditures for the
Fiscal Year less anticipated revenue to be derived from the
Municipal power Agency ' s properties, operations and contracts
during such Fiscal Year not otherwise appropriated to debt of the
Municipal Power Agency. The estimated expenditures shall include
the expenses to be incurred in the operation and administration of
the Municipal Power Agency , including the salaries of employees
and the payment of compensation for architectural , engineering ,
legal , fiscal and similar services ( unless such compensation comes
within the confines of clause (iv ) below) ) , and amounts for
contingencies and reserves 'but shall not include (i ) the principal
of , redemption premium or interest on bonds or notes of the
Municipal Power Agency or any of its Members under any contract
for the generation , transmission, distribution , purchase , sale or
other disposition of energy , ( iii ) the operation and maintenance
costs relating to any real or personal property owned or leased by
the Municipal Power Agency or in which it may have an interest for
the generation, transmission , distribution , purchase , sale or
other disposition of energy, or ( iv) any other costs , expenses or
debts of the Municipal Power Agency which are generally paid from
anticipated revenue of the Municipal Power Agency , whether or not
so paid . The annual operating budget may but need nor include any
moneys due and owed by the Municipal Power Agency to any third
party . Estimated revenue shall include any and all moneys to be
derived by the Municipal Power Agency from any source which is in
excess of that required to pay those items set forth in clauses
and ( iv) above.
The Board of Directors shall submit the proposed annual
operating budget and proposed schedule of rates , together with a
proposed schedule of assessment payment dates , to the
Representatives at the annual meeting or at a special meeting
called for that purpose . The annual operating budget may be
adopted by a majority of the votes cast by the Representatives ,
Each casting one vote , and a majority of the votes cast by the
Representatives in accordance with the weighted voting formula set
forth in Section 9 ( C) hereof , at such meeting, including any
adjourned 5es4ion thereof . Upon approval of the annual operating
budgcr , the net amoun4 of es-Limated expenditures therein in excess
of the estimated revenues therein shall be deemed assessed agains=
,he members . The amount assessed agains t each Nerrber shall be in
the same proportion as the 'Member ' s weighted vote bears to the
aggregate amount of weighted votes capable of being cas�L- by all
Members . Upon the approval of the annual Operating budget by the
Representatives, the amount assessed against each Member shall
become an obligation of the Member, enforceable , except as
Otherwise provided in this Section 9 , as a contract right of the
Municipal Power Agency . Such assessments shall be paid in
accordance with the schedule prepared by the Board of Directors
and submitted to the Representatives for their approval with the
12 -
annual operating budget.
Any Member voting against the proposed annual operating
budget and which does not wish to be assessed , must withdraw from
the Municipal Power Agency within sixty (64) days of the date of
adoption of the annual operating budget by the Representatives , in
accordance with the procedure set forth in Section 9 (A) of this
Agency Agreement. Any such withdrawing Member shall not be liable
for the assessment previously made, but shall be liable for the
amounts , if any , calculated in accordance with Section 9 ( A) . If
any member withdraws from the Municipal Power Agency within sixty
( 60) days of the adoption of the annual operating budget, the
Board of Directors shall propose another annual operating budget
which shall be approved and assessed as set forth above.
Any amendment to the annual operating budget shall be
proposed by the Board of Directors and approved by the
Representatives in the same manner as the adoption o` the annual
operating budget.
No person or Member shall have any right or cause of action
against any Member not" promptly paying any part of all of its
assessment, but such right or cause of action shall be vested
solely in, and may be exercised only by , the Municipal Power
Agency , which may enforce the same as a contract right against the
non-paying Member . Before exercising any such rights, the
Municipal Power Agency shall serve notice of such non--payment wish
the Representative or the Commission of the non-paying Member ,
which notice shall state the amount of the unpaid assessment , and
demand payment therefor. If such Member has not paid the
deficiency in full within thirty ( 30 ) days from the date such
notice was served , the Municipal Power Agency may take any
enforcement action deemed appropriate by the Board cf Directors .
subject to the provisions of any contract by which the
Municipal Power Agency is bound to the contrary, members shall be
reimbursed for assessments paid from excess revenues of the
Municipal Power Agency in the manner prescribed by the Board of
Directors.
Any ? ember which fails to pay when due its assessments , and
any member which bzeaches any contract with the Municipal Power
Agency , may be excluded from membership in the Municipal Poker
Agency as provided in Section 9 ( A) of 'this Agency Agreemen-�. such
excluded Member shall continue to be liable for the unpaid
assessments or for its obligawions under the contract with the
Municipal Power Agency.
(J ) Quoru rn. A quorum for a meeting of the Representatives
is ( i ) a majority of the total number of Representatives , and ( ii )
that number of RepzesenLa Ives which may , by Weighred voting , ca$r
a majority of the aggregate amount of votes capable of being case
by all Representatives .
- 13 -
A quorum for a meeting of the Board of Directors is a
majority of the Directors.
Fxcept where otherwise specifically stated in this Agency
Agreement or in the Bylaws, any action which requires the
affirmative vote of a percentage of Representatives or Directors
or a percentage of votes cast by the Representatives shall be
construed to be that percentage of Representatives or Directors
present and voting or that percentage of votes capable eof being
cast by such Representatives present and voting at
which a quorum is present, and not that percentage of all
Representatives or DireCtoTS or that percentage of all votes
capable of being cast by all Representatives .
(N ) Fiscal Year . unless otherwise provided in the Bylaws or
in a resolution adopted by the Board of Directors , the Fiscal Year
of the Municipal Power Agency shall commence January l and end
December 31 .
(L ) Amendments to this Accent A reement and S •laws . This
AoencY Agreement may only be amended at a regular or special
meeting of the Representatives for which notice stating the
purpose shall be given to each Representative and any such
amendment shall only became effective when ( a ) apProved by wo
thirds of all of the Representatives , each casting one voce ,
a apProved by two-thirds of the total number of votes capable of
being cast by all of the Representatives, in accordance with the
weighted voting formula described in section 94C ) hereof ,
4c )
approved and concurred in by commission Resolutions and City
Council Resolutions of two-thirds of all of the Members , and (d )
when such amendment , together with certified copes of such
Commission Resolutions and such City Council. Resolutions are filed
with the secretary of State .
The Bylaws may only be adopted and amended by ta) the
affirmative Vote of two-thirds of the Representatives present and
the affirmative vole of two-thirds of the total
voting, and ( b) voting, at
amount of votes cast by the Representatives in weighted g,
an annual or special meeting .
(N,) Terrr^ination . This Agency Agreement may be terminated by
(a ) the vote of
t� o�thirds of all Representatives , each ca5tinf
one nave, and ' b) the vote of t►�o-thirds of the fatal amount of
the votes cast by the Represencazives in weighted voting at a
regular meeting or a meeting specially called for that purpose,
but not un4il after all debts of the Municipal two thirds �afhthe
been paid : and only Leon the approval of same by
members , as evidenced by Commission Resolutions and City Council
Resolutions filed with the Board of Directors . Thereafter , the
Board of Directors shall liquidate the b•-,siness of the municipal.
Power Agency as expeditiously as possible. , distribute the net
- 14 -
proceeds to the Members in the ratio that the total assessments made against
each of them bears to the sum of the total assessments made against 811 of them,
and file notice of such termination, together with such Commission Resolutions
and City Council Resolutions, with the Secretary of State.
IN AND WHEREOF, THE CITY OF ARLINGTON, the CITY OF BROWNTON, the CITY OF
CHASKA, the CITY OF LE SUEUR, the CITY OF NORTH ST. PAUL, the CITY OF OLIVIA,
and the CITY OF WINTHROP have each caused this AGENCY AGREEMENT to be executed
and attested by a duly authorized officer, have each caused to be attached here-
to the certified Resolution of its governing body, (as such term is defined in
the Act) and the certified Resolution of its city council {or other body which
is charged by law or its charter with the general control of such city' s goy-
is affairs) , aril have caused this AGENCY AGREEMENT to be filed with the
Secretary of State of Minnesota requesting therefrom a Certificate of Incorpor-
ation, all as of the day and year first written above.
CITY OF ARLINGTON
By
Arden Kre t, M, yor and
Representativ '
(Seal )
Attest:
S 41J [
By
Ar en ru je
city Clerk/Treasurer
CITY OF BROWN TON
By _
Carl W ter
( SEAL ) By i.lmember
Curtis Carrigan, Co c
Attest : Representative
By. L�UL ,clC hia Lindeman
city Clerk
16 -
CITY OF CHA
By •
Rvb rt P . RQe ke Ma o
B t f'
y
Dave Pakarneyr R resentat�ve
( SEAL )
Attest: ,
/r P
17 -
CITY OF LE 5UEUR
By
Jo King, Mayor
By 4Z4�-
Merin Hentges , Representative
( SEAL)
Attest
Kathleen M. 3ohannsen
City Clerk
f 1^
j
_ is
CITY OF NORTH ST. PAUL
r,
By r
William Sa aberg , Mad r
By r-r�
Ran Schuler, Representative
(SEAL)
Attest:
B
Robert Gatti . City r,anager
3
-19-
CI OF OLIVIA
By
ohn Stumpf
By r
Dan Deckers Rigresentative
( SEAL )
Attest=
Sy
Donald W. �red�rick
City Administrator
S
CITY OF WINTHROP
Y
Louis Me Ius Mayor
( SEAL )
Attest '-
By h u k it Y r
Samuel s
21 -
99,'25/2000 07:44 6125752770 CITY OF ANOKA FINANC PAGE 01
RESOLUTION ND. 1992 " 24
..
CITY OF AN[7RA, MINNESOTA �
RESOLUTION AUTHORIZING THE EXECUTION OF AN AGENCY
AGREEMENT FORMING AND AUTHOR-TZING MEMBERSHIP IN A MUNICIPAL
POWER AGENCY AND APPOINTING REPRESENTATIVES TO THE AGENCY
WHEREAS, Minnesota Statutes, Section 453.51 through
453.62 , inclusive (herein referred to as the rAct") permits
"y two or more cities which are organized and existing
under the Laws of the State of Minnesota (or a city charter
adopted pursuant thereto) and which are authorized by such
laws or charter to engage in the local distribution and sale
of electric energy, to establish and create a municipal
poorer agency as a separate political subdivision and
L-'
municipal corporation of the State of Minnesota (referred to
herein as a "Municipal Power Agency") by the execution of an
agency agreement attached hereto as Exhibit A authorized by
the governing body of each city, and the filing thereof for
record with the Secretary of State of Minnesota; and
WHEREAS, certain representatives and officials of the
City of Axicka, have attended meetings, participated in
discussions and been involved in the preparation of the
Agency Agreement, one or more or all of which will also
execute the Agency Agreement and became a Member of the
Municipal Power Agency; and
Post-It'° brand faxtran,5mittsi memo 7M 4-fPsgee ► 1 5/11/92
To f srom I
CD. } Co.
Dept Phone n MMPA-00449
Fax A Fax 11
SEP 26 10E 15;16 6125?62770 PAGE.01
09125/2000 07;44 6125762770
CITY OF ANOKA FINANC PAGE 02
Resolution No. 1992-24
Page Two 4 )34
WHEREAS, the Act provides that the Municipal Dower
Agency shall have certain rights and powers a$ enumerated
therein, all of which the City of Anoka desires to exercise
by farthing and participating in a Municipal Power Agency;
and
WHEREAS, the Act and the Agency Agreement state that
Members cf such Municipal Power Agency shall have no
pecuniary liability as such Members, except as enumerated in
Section 9 (1) of such Agency Agreement relating to
assessments ; and
WHEREAS, the city of Anoka is authorized by the laws of
the State of Minnesota and its City Charter to distribute
and sell electric energy: and
WHEREAS, this body is the xc,ity Council" of the City of
Anoka and is also the oGoverning Body'f with respect to the
city of Anoka., Minnesota, within the pneaning of the Act; and
WHEREAS, the council has reviewed a proposed form of
Agency Agreement, between and among the City of Anoka and one
or more Minnesota c3tiem 45 referred to in such Agency
Agreement which creates and establishes the Municipal Power
Agency.
Now, THEREFORE, IT 1S HEREBY RESOLVED by the Council of
the city of Anoka:
I . The participation of the City of Anoka in the
creation and formation of the Municipal Power
MMPA-00450
SEP 26 '00 15: 16 6125762??0 PAGE.02
09/25I2800 07:44 6125762770
CITY ❑F ANOKA FINANC PAGE 93
Page Three '{{y'y ■
Agency is hereby approved, ratified and Confirmed
�--' and the Membership of the City of Anoka in the
Municipal Power Agency is hereby authorized and
approved.
2, The Agency Agreement is hereby approved and the
Mayor and clerk of the City 'of-'Anoka, Minnesota,
are hereby authorized and directed to execute the
Agency Agreement, contingent on revisions in the
agreement, in form approved by the City Attorney.
Said approval shah, be evidenced by the signature
of the city Attorney approving the foxes of the
agreement.
3 . The initial Agency Agreement may be joined in by
any one or more of the following Minnesota cities:
Chaska, North St. Paul, Le Sueur, East Grand
Forks, Olivia, Fairfax, Winthrop, Anoka,,
Hrownton, Shakopee, Ada, BuTfAIQ, Madelia,
Kenyon, Arlington and Melrose.
4 . The following persons are hereby appointed as
Representative and Alternate Representative of the
City as a Mer,ber of the Municipal. Power Agency:
Repregentaij.Ve Address
John Weaver 1532 So. Ferry, Anoka 55303
A teYnate Representative Address
David Kopecky 1803 Tenth Avenue, Anoka 55303
3 5/11/92
MMPA-00451
SEP 26 100 15.17 5125762??0 FRGE.03
9912512000 07; 44 6125762770
CITY OF ANCKA FaNANC 04
Resoluti On No. 1992-24
Page Four 493f;i
The Representative shall exercise all of the
rightse duties and powers of tho City of Anoka as
a Member of the Municipal Power Agency until a
successor Representative shall be selected.
5, The City Clerk is hereby authorized and directed
to affix to the Agency Agreement a certified copY
Of this Resolution for submission to the secretary
of statc of Minnesota in accordance with the Act.
This Resolution is adopted by the Anoka City Councils can
May 11 f 19 9 2 .
Pck 91-, ah,
Peter M. Heberg, M yor
AT'k'ES�'
1'
Mark Nagel, C ty Manager
4 5/11/92
MMPA-00452
61257627?0 PRGE.04
qPP P6 on 15= 17
Nothing contained in this Agency Agreement or in the Bylaws
shall be construed to prohibit any Member from (i ) executing one
or more other agency agreements with other cities for the purpose
of forming other Agencies under the Act or ( ii ) exercising the
pow€,rs of an Agency as provided in Minnesota Statutes , Section
453 . 58 . Nothing contained in this Agency Agreement or in the
Bylaws shall be construed to prohibit the Municipal Dower Agency
from joining an organization or association composed of other
Agencies created pursuant to the Act .
Any Member which has either defaulted under a contract with
the Municipal power Agency ax failed to pay its assessments in
accordance with Section 9 (I ) hereof, may be expelled from the.
Municipal power Agency at an annual or special meeting of the
Representatives by the affirmative vote of (a ) a majority of all
ftepresentat.ives ( including the Representative or Representatives
of the defaulting Member) , each casting one vote , and ( b) a
majority of the total, votes cast by such Representatives, ire
accordance with the weighted voting formula described in Section
9 (C) of this Agency Agreement . The expulsion of a Member from the
Municipal Power Agency shall not affect any obligations under any
contract between the expelled member and the Municipal power
Agency rDr its obligation tv pay any moneys previously assessed
against such expelled NMemb?r .
(g ) Matters Re ofrin Members ' A rnVa3 . No action on any
of the following matters shall be undertaken by the Municipal
power Agency except pursuant to d resolution adopted by the Board
of Directors and approved by the Representatives, provided that
such approval of thO Representatives may be given by a resolution
adopted by the Representatives which is general in scope and
continuous in nature and may delegate to the board of directors
the power to take: any and all action reasonably necessary or
desirable to accomplish the purpose of the Tesolution:
(1 ) The issuance of bonds or notes of the Municipal Power
Agency .
(2) The execution by the Municipal Power Agency of any
contract payable primarily from assessments, when such contract by
its terms will not expire prior to the end of the Fiscal 'Year in
which it is executed .
(3 ) The incurrence by the Municipal Power Agency of any
financial obligation in excess of that which is budgeted for the
Fiscal Year in which it is incurred .
( 4) The adoption and amendment of an annual operating
budget , �-�-at�ak- ��- -raq�iras- --a�aesatraent- �~ expen3e�---�
X ambews, as provided in Section 9 ( r) of this ]agency Agreement.
Oft
( 5 ) The admission or expulsion of Members , as provided in
section 9 ( A) of this Agency Agreement,
MMPA-00453
allocation is made for the next Fiscal Year .
(p) Hearin s. Initial meetings of the Representatives and
of the Board of Di-rectprS shall be held upon the call of the
Directors, after notice , for the purpose of determining the votes
of R+epresfntat ives as provided in Section '9 (C ) hereof , adopting
Bylaws, electing Directors and officers, adopting an initial
operating budget for the remainder of the Fiscal Year, and
transacting any other business that may come before the meetings.
The Bylaws shall be proposed by the Board of Director$ and shall
become effective when approved by resolution adopted by the
affirmative vote of (i ) two-thirds of the Representatives, each
casting one vote, and ( ii ) two-thirds of the votes cast by the
Representatives in accordance with the weighted voting formula set
forth in Section 9 (C) hereof . Thereafter, the Representatives
shall hold an annual meeting at a time and place provided in the
Bylaw's or in a resolution adopted by the Representatives► at which
any business may be transacted, and special meetings upon such
call and notice and at such times and places as may be provided by
or pursuant to the Bylaws or in a resolution adopted by the
Representa'!.fives.
(B) Board of Directors . The powers of the Municipal PawFr
Agency shall be exercised by the Board of Directors in which shall
be vested -all of the. powers conferred on the municipal Power
Agency by the Act and this Agency Agreement other than those
Powers described in Section 9 (B ) hereof which shall require the
approval of the Representatives . The initial Hoard of Directors
is set forth in Section 6 hereof . Only Representatives shall be
eligible for election to the Board of Directors . compensation for
Directors shall be Set by the Representatives. Directors shall
discharge their duties in good faith , and with that diligence and
care which an ordinary prudent - person in a like position would
exercise under similar circumstances. Actions by the Board of
Directors may be taken upon the vote of a majority of the
Directors present and voting at any meeting at which a quorum is
present. Directors shall not cast. "weighted votes" and each
Director shall cast but one Vote ,
Until the first meetings of the Board of Directors and
Representatives, the Initial Representatives shall constitute the ¢
Board of Directors . At such initial meeting of the
Representatives, the new Directors shall be selected as provided,
below, and , at the time of selection of such new Directors , the
terms of office of the Initial Representatives as Directors shall
cease and such new Directors shall take office. If the Municipal
Power Agency has seem a._«i.ght members or less, the Board of
Directors shall consist of the Representatives from each of the
members. If the Municipal Power Agency has more than seven ee ight
members, the Board of Directors shall consist of seven ( 7 )
' Directors, appointed or elected as followst
1
(1 ) The Representatives of the three members which have the
greatest number of votes allocated to them pursuant to section
g
MMPA-04454
proceeds to the 14embers in the ratio that the total power and
energy purchased from tha A9±ncy. ty each of them
bears to the sum of the total Power and
enerSy purchased from the Agency _.ty assessments- made-vVtrilrst all
of them, and f e riot Cz of such termination, together with such
Commission Resolutions and City Council Resolutions* with the
Secretary of State ,
IN AND WHEREOF, THE CITY OF ARLINGTON, the CITY OF BROWNTON, the CITY OF
CHASKA" the CITY OF LE SUEUR, the CITY OF NORTH ST. PAUL, the CITY OF OLIVIA,
and the CITY OF WINTHROP have each caused this AGENCY AGREEMENT to be executed
and attested by a duly authorized officer, have each caused to be attached here-
to the certified Resolution of its governing body, (as such term is defined in
the Act) and the certified Resolution of its City Council (or other body which
Is charged by law or its charter with the general. control of such city's gov-
ernmental affairs) , and have caused this AGENCY AGREEMENT to be filed with the
Secretary of State of Minnesota requesting therefrom a Certificate of Incorpor-
ation, all as of the day and year first written above.
SCITY OF ARLINGTON
By ad�
r en Kre t, M yor an
Representativ
(seal )
Attest.
By
PM -8ruEjeff
City Clerk/Treasurer
MMPA-00455
09126/2900 05:55 5125752770 [;11Y L]F ANUKA FINANC PAGE 01
Post-It"brand fax transmittal memo 7671 00pages, Tal
T. From
cry. L��+S-qr:sr 4""K—
MINNESOTA co. 192-5
MUNICIPAL POWER AGENCY (THE '"AGENCY"I
RESOLUTION OF THE HOARD OF DIRECTORS OF THE AGENCY
WHEREAS, the City of Anoka, Minnesota has
filed with the Board of Directors of the Agency a
certified copy of a resolution of its City
Council , wherein the City of Anoka has:
( 1) agreed to the provisions of the Agency
Agreement including the obligation to pay
assessments, dated as of May 11, 1992 , by and
between the member cities of the Agency, as filed
for record with the Secretary of State of the
State of Minnesota on the 19th day of May, 1992
(the "Agency Agreement") and the By-Laws of the
Agency,
(2) requested to become a member of the Agency, and
(3) appcinted an initial Representative to the
,Agency,
all upon the terms provided for in the Agency Agreement;
(`~ WHEREAS , the Representatives of the Agency have by
their resolution determined to approve the admission of the
City of Anoka as a member of the ,Agency; and
WHEREAS, the Agency Agreement requires that the Board
of directors mare certain determinations with respect
thereto,
NOW THEREFORE, BE IT
RESOLVED, and determined by the €lirectors of the Agency in
accordance with Section 9 (A) (3) of the Agency Agreement:
The resolution of the Representatives of the Agency
approving the admission of the City of Anoka as a member of
the Agency was approved by said representatives at a special
meeting thereof held can the same date as the adoption of
this resolution and the afer'e-said Representatives'
resolution was adapted by the affirmative vote of (1) two-
thirds (2/3 ) of all of the Representatives of the present
ruember cities of the Agency, each casting one vote and of
(2) two-thirds (2/3) of the total votes cast by the
Representatives of the present member cities of the Agency,
each casting their weighted vote in accordance with the
weighted voting formula described in section 9 (C) of the
Agency Agreement .
MMPA-00456
5EP 27 '20 13:32 5125762770 FAGS.01
X512612 1 8 X5; 56 61157621IY] UJ I Y UF° WNUKA FiNANG F A(a6 02
The officers of the Agency are hereby authorized and
directed to forthwith file Certified copies of thin
resolution of the Directors, the aforesaid resolution of the
Representatives of the Agency and the resolution of the City
Council of Anoka with the Secretary of State of the State of
Minnesota.
Adopted this 02e9 day of , 1992 .
V- 4
Chairman
ATTEST
—®r-)I�L
Secretary
MMPA-00457
5EP 27 'Oe 13;32 6125762770 PAGE-02
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L:i I Y Ut FANLJKW r iNANU t'Alat YUd
STATE OF MINNESOTA ]
Ss
COUNTY OF RAMSEY }
1 , Ron Schuler , do hereby certify that T am the custodian of
the records of the Minnesota Municipal power Agency, and that the
attached -resolution is a true and correct copy of the resolution
presented to and adapted by the Minnesota Municipal power Agency
on May 20 , 1992, as disclosed by the records of the Agency in my
possession-
! /
t:
R a LHOW'plll
Mi a over Agency
dr ca-wm Egon 70 =&
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STATE OF MINNESOTA
06PARTMENT OF STATE,
FILED
M411 ADO tatgq
ilJeJ'+�"a0-fYJ
4
i
MMPA-00458
SSP 27 100 13::33 6125762770 FR3E.03