5.4. ERMUSR 05-14-2013 Elk River
Municipal Utilities UTILITIES COMMISSION MEETING
TO: FROM:
Elk River Municipal Utilities Commission Troy Adams—General Manager
John Dietz—Chair
Al Nadeau—Vice Chair
Daryl Thompson—Trustee
MEETING DATE: AGENDA ITEM NUMBER:
May 14, 2013 5.4
SUBJECT:
Purchase Power Supply and Agency Membership
BACKGROUND:
Elk River Municipal Utilities currently 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 the date when Connexus gave notice of termination of this power contract, ERMU has diligently
explored options for a future wholesale power supplier. ERMU researched becoming an owner in the Big
Stone II power plan through Central Minnesota Municipal Power Agency(CMMPA). The Utilities
Commission felt there was too much risk with ownership in a coal power plant. There was also concern
that this coal power plant would not be built. Unrelated to ERMU's decision to not participate,the
project suffered a significant setback when one of the major participant utilities of this project pulled out.
Big Stone II was never built.
Looking to fill the future power supply that would have been covered by Big Stone II, CMMPA started a
Power Supply Coalition. The Coalition was formed to gain economies of scale for reducing costs
associated with a power supply study as well as gain load for purposes of obtaining better power supply
prices from a Request For Proposal (RFP). ERMU, along with other utilities,joined CMMPA's
Coalition. A full power supply study was completed along with risk analysis. Based on the studies,an
RFP was sent out for the Coalition's future power supply needs. Shortly after the bids for the RFP were
received, the economy took a downturn. By the time the bids were analyzed,they were no longer
competitive with the wholesale power market. ERMU decided not to enter into a purchase power
agreement resulting from the Coalition's RFP. ERMU used the results of the study as a basis for future
wholesale power supply analysis.
In addition to the work with CMMPA, ERMU had also been researching other municipal power agencies.
In Minnesota, municipal power agencies are created through Minnesota State Statute 453. One of the
benefits of municipal power agencies is their members are other municipal utilities. ERMU had engaged
in membership discussion with: CMMPA, Southern Minnesota Municipal Power Agency(SMMPA),
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Missouri River Energy Service(MRES), and Minnesota Municipal Power Agency(MMPA). Around this
time,Connexus and GRE had also expressed interest in resigning ERMU to a power contract. ERMU
began an analysis comparing the options of renegotiation with Connexus, entering into an agreement
directly with GRE, or joining a municipal power agency. The high level results of this analysis helped to
establish the criteria most important to ERMU for a wholesale power supplier: competitive rates, stability
and positioning for reduced risk associated with regulation, sharing of information and advocacy,and
ability to have control of our future. Late in 2012 with these criteria in mind, ERMU narrowed the
options to focus on down to three: GRE,MRES, or MMPA.
DISCUSSION:
There has been concern with the limitation of ERMU's current power supply agreement with
Connexus/GRE that there is not always"like interests." In addition to the differing interest associated
with the current agreement, ERMU has no board seat or vote at GRE. ERMU is at the mercy of the
member cooperatives that do not always have the same interests. This puts ERMU in a position where we
cannot influence the direction of our power supply but are rather captive customers. This is an important
issue to address. These realizations caused ERMU to be forthcoming with Connexus and GRE about our
desire to have a say in our future and a need to have"like interests." Connexus and GRE both
communicated that these concerns could be addressed if ERMU where to sign an extension to the current
power sales agreement. To satisfy ERMU's other interests,GRE would need to allow ERMU to have a
board seat that is eligible to vote. This would not completely address the concern of"like interests." This
repeatedly comes up when GRE's interests do not align with ERMU's because the makeup of our
customer base is different than that of the typical electric cooperative member of GRE.
MRES and MMPA both offer advantages compared to GRE with respect to this issue. Because the
memberships are made up of municipal utilities and not cooperative electric utilities,the interests are
more likely to align. MRES has 61 members and there is no guarantee of a board seat for ERMU.
MMPA has 11 members and ERMU would have a guaranteed board seat. MMPA, however, has strict
guidelines establishing separation between governance and operations. So ERMU would have a vote on
the MMPA board,but would not be involved in the day to day operation of the agency.
Another concern with our current power supply agreement is competitive rates. ERMU currently receives
the same rate signal that the other GRE non-fixed cooperative electric members receive. This rate is
currently and historically higher than other options being considered. Although there is no guarantee for
the future,historically MRES and MMPA have the ability to maintain rates lower than GRE.
One of the greatest exposures to risk with our current power supply contract is potential carbon
regulation. GRE is deeply invested in coal. MRES serves members who have WAPA hydroelectric
allocations with the balance of their power supply coming primarily from coal generation. MMPA is in
the best position to mitigate the risk associated with carbon regulation because of their generation
portfolio. This puts MMPA at a significant advantage compared to GRE and MRES for providing
competitive rate into the future.
Based on the criteria established for the analysis, MMPA stands out as the top choice. Although there is
no way to guarantee the future,a rate analysis indicated significant saving in power costs compared to
GRE. MMPA has positioned themselves well to protect their members from the risk of carbon
regulation. This regulation may never come, but if it does, MMPA will be able to adapt quickly without
extreme volatility in rates. The size of the MMPA board,the guaranteed board seat with voting
privileges, and the similar sized municipal utility members indicate that ERMU would have the ability to
provide input towards decisions involving our future with a greater level of influence with results. And
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because of the similarities of the membership to ERMU,there would be an inherent"safety in numbers"
with utilities that have"like interests." Through membership in MMPA, ERMU would have greater
control over our future and be better protected against the unknowns. The results of the high level
analysis leave no need for ERMU to request bids from GRE or MRES at this time. This is not to imply
that GRE or MRES are not good power suppliers. They both have great qualities. However, MMPA is
clearly the best fit for ERMU. Attached are MMPA's agency agreement, power sales agreement, and a
new member agreement for ERMU that covers the agency buy in. Also attached are ERMU and City of
Elk River Resolutions for review and consideration.
Representatives from MMPA are in attendance to answer questions from the Utilities Commission.
ACTION REQUESTED:
Staff recommends the commission discuss the agreements with the MMPA representatives. Staff then
recommends entering into closed session for the purposes of discussing the buy in cost and details of
joining MMPA.
ATTACHMENTS:
• Minnesota Power Agency—Agency Agreement
• Minnesota Municipal Power Agency—Power Sales Agreement
• Minnesota Municipal Power Agency—New Member Agreement
• ERMU Resolution
• City Council Resolution
OIIEr
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AGENCY AGREEMENT
MINNESOTA MUNICIPAL POWER AGENCY
This AGENCY AGREEMENT, dated as of May 11, 1992 , between and
among the CITY OF ARLINGTON, the CITY OF BROWNTON, the CITY OF
CHASKA, the and the LE
CITYE OF WINTHROP,NO all NORTH CITY
cities organized and
OF OLIVIA,
ferred
existing under the laws of the State of Minnesota all Minnesotaecities
to collectively as the "Cities") , and any and
becoming parties to this Agency Agreement in accordance with its
terms after the date hereof (said cities together with the Cities
being herein collectively referred to as the "Members" ) ,
W I T N E S S E T H
WHEREAS, Minnesota Statutes , Section 453 . 51 through 453 . 62 ,
s
inclusive (herein referred to as
anthew "Act ", which cties which udes
any amendment thereof ) , permits any
organized and existing under the laws of the State of Minnesota
(or a city charter
such • laws ptor charter to thereto)
engage and
in thechlocal
authorized by 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 power
�.__ agency" as defined in the Act) by the execution of an agency
agreement (as such term is defined in the Act ) authorized by the
resolution of the governing body ( as such term is defined in the
Act and herein referred to as a "Commission") of each city , and
the filing thereof for record with the Secretary of State of
Minnesota; and
WHEREAS, the Act provides that an Agency shall have certain
rights and powers enumerated herein, all of which the Cities
desire to exercise through the formation of an Agency ; and
WHEREAS, each of the Cities is authorized either by the laws
of the State of Minnesota or by its city charter adopted pursuant
thereto to engage in the local distribution and sale of electric
energy ; and
WHEREAS, the Commission of each of the Cities has authorized
and approved this Agency Agreement by resolution duly adopted (a
certified copy of each such resolution being attached to the copy
hereof which has been filed with the Secretary of State as
required by the Act and is herein referred to as a "Commission
Resolution ") and , as to each City in which the Commission is not
the body charged by law or is charter with the general control of
the City' s governmental affairs, the city council ( as such term is
defined in the Act) or other body charged by law or its charter
with the general control of its governmental affairs of each of
the Cities has approved and concurred in this Agency Agreement and
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 filed
with the Secretary of State as required by the Act and herein
referred to as a "City Council Resolution" ) ; and
WHEREAS, each of the Cities desires to become a member of the
below-mentioned Agency pursuant to the Act by the execution of
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 hereby covenant and agree, each in consideration
of the foregoing and in consideration of the covenants and
agreements of the others , as follows:
Section 1 . Creation and Purpose: 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 State, in the acquisition, construction
and financing of facilities for the generation and transmission of
electric energy or interests in such facilities or rights to part
or all of the capacity thereof , in order to secure an adequate,
economical and reliable supply of electric energy, and in
furtherance thereof , to exercise all of the powers granted to an
C 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 to 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 charter duly adopted
pursuant to the Constitution and laws of the State of Minnesota .
(H) 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 Commission Resolution has been duly and validly
adopted and has not been amended or repealed .
(D) 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 and its Council ,
1 and the dates of adoption of its Commission Resolution and City
-� Council Resolution are as indicated below:
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Authorized by Concurred in by
City Commission City Council
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 City Council Resolution and its Commission Resolution, if any,
with the Secretary of State of Minnesota, and requests that a
_ \ certificate of incorporation of the Municipal Power Agency be
Cissued and recorded by the Secretary of State.
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
( referred to herein as the "Initial Representative " ) of each of
the Cities, respectively , in the exercise of their powers as
members, are as follows :
Initial
City Representatives Address
City of Arlington Arden itreft PC Box 466
MN 55307
City of Brownton Curtis Carrigan 528 2 mtonnd St N,So, 5PO Box 238
City of Chaska Dave Pokorney One
Ci 55318
-1962
Ball Plaza
City of Le Sueur Mervin Hentges 228SNo. Main St0eet
City of North Ron Schuler North 526 East
7th1Ave. 55109
i Sr. Paul
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City of Olivia Don Decker 305 East Oak
Olivia, MN 56277
City of Winthrop Louis Melius 305 North Main Street
Section 5 . 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 Commission 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
Cis 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 , disability 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 ( A) 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.
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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 55318-1962.
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 Representatives
shall be liable for any of the obligations of the 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 Members . Any city organized and existing
under the laws of the State of Minnesota or a city 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.
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( 2) No such city shall become a Member of the Municipal
j Power Agency until (A) its admission is approved at an annual or
special meeting of the Representative by the affirmative vote of
(i ) rds of all Re•re - - • ' - - •f then existin- Membets�
each casting one vote , and (ii ) two-thirds o e ota 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 then 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
Representatives, and , if it so determines, shall mile certiuie$
copies of its resolution and the Commission Resolution and the
City Council Resolution 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 rights, duties
and obligations hereunder as the Cities constituting the initial
. members.
An Member may withdraw from the Municipal Power Agency upon
the o owing con i ions : (if the Member or its Representative
shall have filed with the Board of Directors and the Secretary of
State 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 (I ) 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 portion of such
obligation, determined in accordance with Section 9 ( 1 ) hereof , and '
( iii ) if any obligations of the Municipal Power Agency shall be
outstanding at the time , 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 withdrawing
city shall no longer be considered a Member of the Municipal Power
Agency for any reason or purpose under this Agency Agreement or
( y the Bylaws. The withdrawal of a Member from the Municipal Power
Agency shall not affect any obligations under any contract between `
the withdrawing Member and the Municipal Power Agency.
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
powers 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 Power Agency
ftom 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 or 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
Representatives ( 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 , in
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 nor its obligation to pay any moneys previously assessed
against such expelled Member.
4: i (B ) Matters Requiring Members ' Aooroval . No action on any
of the following matters shall, be undertaken by the Municipal
Power Agency except pursuant to a resolution adopted by
Bo rd
o
of Directors and a• - .ved b the -e-re entatives , provided
such approval of the Representatives may be giv-n 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
esiram.e t. - - - - - • - - of the resolution:
(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, if such budget requires h assessment Agreement.
to
Me mber s , as p ovided in Secion9 () of thisAgency
( 5 ) The admission or expulsion of Members , as provided in
Section 9 ( A) of this Agency Agreement.
ent.
(6 ) The provided termination in Sections 9 (L) an 9 ( M) f this Agency
of this Agency
-. ) Agreement, as p
Agreement.
•
( 7) The adoption and amendment of the Bylaws, as provided in
Section 9 (L) of this Agency Agreement.
provided The compensation of Directors , as
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 th 5e matters for greater percentageh tr
tot
provisions of this Agency Agreement qu i
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 all action which may be required under any contract or
agreement 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 Representative is liable for
• any of the obligations of the Municipal Power Agency .
(C) Votin . Except as otherwise expressly povided in this
Agency Agreement, each action at any meeting of the
Representativ es
the Representatives majority resent, each votes on
exercising a
nue Qu
allocated ae"weighted vote") :
represents as
(1) one vote; plus
hours
( 2) one additional the Agency by them Membert during
of electric energy purchased
such Member ' s most recent fiscal year; plus
( 3) if the votes allocated to any Member pursuant to clauses
(1 ) , and ( 2) would equal or exceed the total number of votes
allocated to all other Members, its allocation of votes shall be
reduced to one vote less than those allocated to all other
Members.
The allocation of votes to each member shall be made in
accordance with the formula outlined above as soon as practicable
after by the Secretary each Power Agency based shall
made fi Representative of the Member , and
certificate of the Commission or Rep
C such allocation shall be verified by the Board of Directors . Each
such allocation shall remain effective until such time as a new 8
allocation is made for the next Fiscal Year.
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(D) Meetings. Initial meetings of the Representatives and
of the Board of 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 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
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 Power
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 Board 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 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 seven ( 7) Directors , appointed or
elected as follows :
l (1 ) The Representatives of the three members which have the
greatest number of votes allocated to them pursuant to Section
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9 (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 .
Dicector (s ) 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 continue 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 Directors shall elect, annually , from their
number, a Chairman, a Vice-Chairman, a Secretary and a Treasurer.
Directors who have been elected may be removed for cause at a
special meeting of the Representatives called for that purpose 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
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•
described in Section 9 (C) hereof . Any Director elected pursuant
) to subsection ( 2) above and removed for cause shall be replaced by
a Representative elected as provided in subsection ( 2) above, and
the term of such new Director shall expire on the date on which
the removed Director ' s term would have expired . Any Director who
is entitled to automatic representation on the Board of Directors
pursuant to subsection (1 ) above and is removed for cause shall be
replaced by a Representative elected as provided in subsection (1 )
above, who shall remain a Director until the Member selects a
succesor whichs time Representative schs successor tRepresentativech Director,
shall replace such new
Director.
Meetings of the Board of Directors shall be held in
accordance with the provisions of the Bylaws.
(F) Bylaws. The Board of Directors shall recommend and the
Representatives shall adopt Bylaws for the conduct of the affairs
of the Municipal Power Agency. The Bylaws shall state the powers
delegated to the Chairman, Vice-Chairman, Secretary and Treasurer .
The Bylaws may establish the office ' of President to be filled by
an employee and such other offices as it deems necessary for the and the
condut Boardc of of Directors affairs
resolution Municipal
may pestablish Agency ,c duties and
compensation of such offices.
(G) Powers. Unless restricted by the Bylaws, by resolution
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 dissolved
after payment of all indebtedness, all of its assets shall be
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 (Z ) .
- 11
(I ) Annual Budget; 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 not 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
cm,; excess of that required to pay those items set forth in clauses
(i ) , ( ii ) , (iii ) , 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 session thereof . Upon approval of the annual operating
budget, the net amount of estimated expenditures therein in excess
of the estimated revenues therein shall be deemed assessed against
the Members . The amount assessed against each Member shall be in
the same proportion as the 'Member ' s weighted vote bears to the
aggregate amount of weighted votes capable of being cast 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 (60) 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 of 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 with
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 of 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 Member which fails to pay when due its assessments , and •
any Member which breaches any contract with the Municipal Power
Agency , may be excluded from membership in the Municipal Power
Agency as provided in Section 9 (A) of this Agency Agreement. Such
excluded Member shall continue to be liable for the unpaid
assessments or for its obligations under the contract with the
Municipal Power Agency.
(J ) Quorum. A quorum for a meeting of the Representatives
is ( i ) a majority of the total number of Representatives , and ( ii )
ti that number of Representatives which may , by weighted voting, cast
a majority of the aggregate amount of votes capable of being cast
by all Representatives .
- 13 -
A quorum for a meeting of the Board of Directors is a
majority of the Directors.
Except 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 suchvRepresentatives l present Band vot in at capable a meeting being
a
cast by
which a quorum is present, and not that percentage of all
Representatives or Directors or that percentage of all votes
capable of being cast by all Representatives.
(K) Fiscal t• Unless he in
in a resolution adopted by
of the Municipal Power Agency shall commence January 1 and end
December 31 .
(L) Amendments to this Agency Agreement and Bylaws.special
Agency Agreement may only be amended at a regular or
meeting of the Representatives for which notice stating the
purpose shall be given to each Representative and any such
amendment shall only become effective when (a) approved by two-
thirds of all of the Representatives , each casting one vote , (b)
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 9 (C) hereof , (c)
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 copies 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 (a) the
affirmative vote of two-thirds of the Representatives present and
voting, and (b) the affirmative vote of two-thirds of the total
amount of votes ythegRepresentatives in weighted voting, at
an annual or special be
(M) Ter n . This Agency Agreement may be terminated by
(a) the vote_miation
of two-thirds of all Representatives , each casting
one vote, and ( b) the vote of two-thirds of the total amount of
the votes cast by the Representatives in weighted voting at a
regular meeting or a meeting specially called for that purpose,
but not until after all debts of the Municipal Power Agency have
been paid ; and only upon the approval of same by two-thirds of the
members , as evidenced by Commission Resolutions and City Council
Resolutions filed with the Board of Directors . Thereafter, the
Board of Directors shall liquidate the bSinessibute the Municipal
Power Agency as expeditiously as possible ,
- 14 -
proceeds to the Members in the ratio that the total assessments made against
1 each of them bears to the sum of the total assessments made against all 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 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.
CITY OF ARLINGTON
• By d .✓
Arden Kreft, yor and
Representativ '
(Seal)
Attest:
44 By Ar en rrrefige /11/
City Clerk/Treasurer
-15-
CITY OF BROWNTON
By
Carl W ter , MM yor
(SEAL) By
Curtis Carrigan, CoubcilmeMber
Attest :
/� and Representative
•
By l: p rtlti trifle/712!r'�.)
C}hthia Leman
City Clerk
1
- 16 -
CITY OF CHA_
or
BY AdIP / LC.. --Rob rt P . Roe Ice Ma o
By X a .,<tfY.�,'-
Dave Pokorny, Rpresentative
2
(SEAL)
Attest: % •/ 24l
tell C II
I
- 17 -
r-
CITY CITY OF LE SUEUR
By
Jo King, Mayor
By
Mervin Hentges, Representative
( SEAL)
Attest:
By t., ,—
Kathleen M. Johannsen
City Clerk
e�
•
18
CITY OF NORTH ST. PAUL
44 Bacent 444,041/L7
WSa b erg , Maybr
By .( Inn }l:.Lu+ (.c'
Ron Schuler, Representative
(SEAL)
Attest:
By ih�
Robert Gatti , City Manager
-19-
1)
CI OF OLIVIA
By
ohn Stumpf , May
By
Don Decker, Representative
(SEAL)
Attest:
B
y Donald W. rederick
City Administrator
)
CITY OF WINTHROP
By / 0 •• t t
Louis M i.us, Mayor
( SEAL)
Attest : r +`
By tfi Samuel Shun ity Clerk
— 21 —
091'25/2000 07:44 6125762770 CITY OF ANOKA FINANC PAGE 01
• . Klg
RESOLUTION NO. 1992 - 24 t '
%.,1/44 CITY OF ANOKA, MINNESOTA c Th
RESOLUTION AUTHORIZING THE EXECUTION OF AN AGENCY //
AGREEMENT FORMING AND AUTHORIZING 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 "Act") permits
any 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
�.._.4, power agency as a separate political subdivision and
municipal corporation of the State of Minnesota (referred to
herein as a "Municipal Power Agencys) 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 Anoka, 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 become a Member of the
Municipal Power Agency; and
Post-Itt brand tax transmittal memo 7071 kA pages. y 1 5/11/92
bepi. p^°^°° Yl~ MMPA-00449
Fax i Fax A
•
SEP 26 '00 15:16 6125 7627 70 PAGE.01
•
09(25/2000 07:44 6125762770 CITY OF ANOKA FINANC PAGE 02
• Resolution No. 1992-24
Page Two 4934
•
WHEREAS, the Act provides that the Municipal Power
Agency shall have certain rights and powers as enumerated
therein, all of which the City of Anoka desires to exercise
by forming and participating in a Municipal Power Agency;
and
WHEREAS, the Act and the Agency Agreement state that
Members of such Municipal Power Agency shall have no
pecuniary liability as such Members, except as enumerated in
Section 9 (I) 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 "City Council" of the City of
Anoka and is also the "Governing Body" with respect to the
City of Anoka, Minnesota, within the meaning 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 cities as referred to in such Agency
Agreement which creates and establishes the Municipal Power
Agency.
NOW, THEREFORE, IT IS HEREBY RESOLVED by the Council of
the City of Anoka:
1. The participation of the City of Anoka in the
creation and formation of the Municipal Power
2 5/11/92
•
MMPA-00450
SEP 26 '00 15:16 6125762770 PAGE.02
09/25/2000 07:44 6125762770
CITY OF ANOKA FINANC PAGE 03
• Page Three
4935
Agency is hereby approved, ratified and confirmed
v. . 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 if-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 shall be evidenced by the signature
of the City Attorney approving the form,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,
Brownton, Shakopee, Ada, Buffalo, Madelia,
Kenyon, Arlington and Melrose.
4. The following persons are hereby appointed as
Representative and Alternate Representative of the
City as a Member of the Municipal Power Agency:
Representative Address
John Weaver 1632 So. Ferry, Anoka 55303
Alternate Representative Address
David Kopecky 1803 Tenth Avenue, Anoka 55303
3 5/11/92
r J
MMPA-00451
SEP 26 '00 15:17 6125762770 PAGE.03
09/25/2000 07:44 6125762770
CITY OF ANOKA FINANG rAht 04
Resolution No. 1992-29
Page Four 4936
The Representative shall exercise all of the
rights, duties and powers of the 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 State of Minnesota in accordance with the Act.
This Resolution is adopted by the Anoka City Council on
May 11,1992.
Peter M. Beberg, or
ATTEST:
t "lsintX
Mark Nagel, C/ty Manager
4 5/11/92
( '
MMPA-00452
4P10 7 fi '00 15:17 6125762770 PAGE.04
Nothing Contained in this Agency Agreement or in the Bylaws
shall be construed to prohibit any Member from Li ) 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 contained in this Agency Agreement or in the
Bylaws shall be construed to prohibit the Municipal Power 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 or failed to pay its assessments in
accordance with Section 9 (1 ) 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
Representatives (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, in
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 nor its obligation to pay any moneys previously assessed
against such expelled Member.
(B) Matters Recruiting Members ' Approval . No action on any
of the following matters shall be undertaken by the Municipal
Power Agency except pursuant to a resolution adopted by the Board
of Directors and approved by the Representatives, provided that
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 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 resolution:
(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 rear 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 re and cues ndthe�_aaseasment—ofiaeXpenser
budget, d{--at�eh-tudget-- 4
Members, as provided in Section 9(I) of this Agency Agreement. ,�,�,�
(5) The admission or expulsion of Members, as provided in K'
section 9(A) of this Agency Agreement.
7 -
MMPA-00453
allocation is made for the next Fiscal Year.
(D) Meetings. Initial meetings of the Representatives and
of the Board of 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 1 (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 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
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 Power
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 Board 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
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 ,t9
Board of Directors . At such initial meeting of the
Representatives, the new Directors shall be selected as provided Pe l
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 seven- eight members or less the Board of
Directors shall consist of the Representatives iron each of the
members. If the Municipal Power Agency has more than saves eight
members, the Board of Directors shall consist of seven ( 7)
(' Directors, appointed or elected as follows:
J
(1 ) The Representatives of the three members which have the
greatest number of votes allocated to them pursuant to Section
9 _
MMPA-00454
•
Ei s to the Members in the ratio that the total power and
pnergv purchased from the Agency by each of them made
-sgalasb-Zack--eS-then- bears to the sum of the total power and
energy purchased from the Agency by assessments-made- ageitest all
of them, and tile notice of such termination, together with such 10' �
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.
CITY OF 4RLINGTON
• By •✓ ✓
Arden Kreft, yor an3
Representativ
(Seal)
Attest:ll
8y ri13ei
4.9;411
r en City Clerk/Treasurer
-15-
MMPA-00455
09/26/2000 05:56 6125762770 G11Y OF ANUKA FiNANG PAGE 61
Post-It"brand fax transmittal memo 7671 I1 of pages. 3 4941
T. f yL
i harm/ Wee. IS.4 Co.I .J I«� Cis+lia,f 1992-5
L .. 9 r:sr 4,ax_
MINNESOTA MUNICIPAL POWER AGENCY (TEE "AGENCY")
RESOLUTION OF TEE BOARD OF DIRECTORS OF TEE 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 Hy-Laws of the
Agency,
(2) requested to become a member of the Agency, and
(3) appointed 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 make certain determinations with respect
thereto,
NOW THEREFORE, HE IT
RESOLVED, and determined by the Directors 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 on the same date as the adoption of
this resolution and the aforesaid Representatives'
resolution was adopted by the affirmative vote of (1) two-
thirds (2/3) of all of the Representatives of the present
member 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
SEP 27 '00 13:32 6125762770 PAGE.01
09/26/2000 05:56 6125762770 U11Y OF ANUKA FINANC PAGE 02
•
pp ++��
. 4942
The officers of the Agency are hereby authorized and
directed to forthwith file certified copies of this
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 oft/ day of i , 1992 .
Chairman
ATTEST: .D
Secretary
(._
•
MMPA-00457
SEP 27 '00 13:32 6125762770 PAGE.02
09/26/20b0 VJb:b6 b12b/bYlPo
IOIY Uh MNUKM r1NANU rN�t tl9
tit
4943
STATE OF MINNESOTA )
SS
COUNTY OF RAMSEY )
I , Ron Schuler , do hereby certify that I 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 adopted by the Minnesota Municipal Power Agency
on May 20, 1992, as disclosed by the records of the Agency in my
possession.
/ / ' . i /
H". a _ •
w aN: �w.•over Agency
N e^7
s-aa 9a
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
M��,4J'1��1 ARV\
((// el .vga y of She
•
MMPA-0045 8
SEP 27 '00 /3:33 6125762770 PAGE.03
MINNESOTA MUNICIPAL POWER AGENCY
POWER SALES AGREEMENT
This Agreement, entered into as of the day of , 2013, between the
Minnesota Municipal Power Agency (Agency), a municipal power agency and political
subdivision of the State of Minnesota, and the City of Elk River by its Utilities Commission
(City), a municipal corporation of the State of Minnesota and a member of the Agency.
WITNESSETH:
WHEREAS,the Agency was organized under the Minnesota Municipal Electric Power
Act to provide a means for those Minnesota cities which are members of the Agency to secure an
adequate, economic and reliable supply of electric power and energy; and
WHEREAS, the Agency has the power to: (i)plan, acquire, construct, operate, maintain,
and repair electric generation plant(s) and electric transmission systems or facilities for the
production,transmission, purchase, sale, exchange or interchange of electric power and energy in
or outside the State of Minnesota, and(ii)purchase, sell,exchange or transmit electric power and
energy in and outside the State of Minnesota in such amounts as the Agency determines to be
necessary and appropriate to meet its responsibilities to its members which includes entering
into agreements with other parties for the purchase, sale, exchange or transmission of electric
power and energy: and
WHEREAS, the City owns and operates a municipal electric system for the local
distribution of electric energy and is authorized under the laws of the State of Minnesota to
CONFIDENTIAL
contract to buy from the Agency electric power and energy required for the City's present and
future requirements; and
WHEREAS, in order to secure an adequate, economical and reliable supply of electric
energy for the City's municipal electric system, the Agency and the City have determined that the
Agency will sell to the City,and the City will purchase from the Agency, electric power and
energy,transmission services, and dispatch services under the terms and conditions set forth in
the agreement; and
WHEREAS, the Agency intends to acquire electric power and energy,transmission
services,and dispatch services for sale to the City and to other members contracting with the
Agency through the following means which include,without limitation,the purchase of these
services from other utilities and the ownership of generation and transmission facilities; and
WHEREAS, in order to enable the Agency to enter into electric power and energy
purchase contracts,transmission service contracts,and dispatch service contracts with suppliers
of these services, it is necessary for the Agency to have binding contracts with the City and the
other members of the Agency for the purchasing of electric power and energy from the Agency
by the members;
NOW,THEREFORE, for and in consideration of the mutual covenants and terms
contained in the Agreement,the following is agreed to by and between the parties to this
Agreement:
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SECTION 1. Sale and Purchase of Electricity
(a) The Agency agrees to sell and at the point(s)of delivery deliver to the City, and
the City agrees to purchase and receive (Take or Pay)from the Agency, commencing October 1,
2018, and extending through the term of this Agreement,at the rates set forth under Section 3 of
this Agreement, all electric power and energy which the City shall require to meet the needs of its
customers.
(b) In the event that, pursuant to the Public Utility Regulatory Policies Act of 1978
or other provisions of law, electric power is required to be purchased from a small power
production facility, a cogeneration facility or other facility,the City and the Agency shall use
their best efforts to arrange for such purchases to be made by the Agency. If such arrangements
cannot be made, then the City shall make the required purchases and sell the power purchased to
the Agency. The City shall appoint the Agency to act as its agent in all dealings with the owner
of such facility from which power is to be purchased and in connection with all other matters
relating to such purchases.
SECTION 2. Service Characteristics,Point of Delivery, Ownership of Facilities
(a) Service Characteristics. Electric power and energy to be furnished under this
Agreement shall be three-phase,60 hertz, at 69 kv or higher voltage.
(b) Point of Delivery. A Point of Delivery shall mean that point at which the
facilities of the City are connected to the transmission system which the Agency shall use to
deliver electric power and energy to the City. Schedule B attached to this Agreement shows the
facilities required for the connection between the Agency and the City,the location(s),the
voltage(s),the Point(s)of Delivery, the point(s)of metering and the ownership of the facilities.
This Schedule may be amended from time to time to reflect changes as agreed upon by the
Agency and the City.
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When electricity is measured at more than one Point of Metering,the total
demand of the City's system shall be determined by combining the recorded demand at each
Point of Metering during the same 15 minute interval.
(c) Ownership of Equipment. The Agency shall select, own, install and maintain all
meters,telemeters, and associated equipment necessary, at each Point of Metering of the City,to
measure and record the electric power and energy furnished to the City under this agreement.
Such metering equipment shall provide a continuous record of the fifteen(15)minute integrated
total demand of the City at such Point of Metering during each billing period throughout the term
of this Agreement. Metering records shall be available at all reasonable times to authorized
agents of the City.
The City shall provide and maintain, at its own expense, such facilities as are
necessary to connect the City's system to the Point of Delivery, including any switching and
protective equipment which the parties agree are necessary to protect the systems of the parties.
The installation and maintenance of these facilities shall be performed by the City in accordance
with specifications and procedures satisfactory to the parties.
(d) Meter Testing. The Agency shall test and calibrate meters or cause meters to be
tested and calibrated by comparison with accurate standards at intervals of not less than twelve
months. Any party shall have the right to have any metering device tested at any time at that
party's expense; provided, however,that if any metering device is found to be inaccurate by more
than 1%,then the Agency will pay the cost of the test. Meters registering not more than one
percent above or below normal shall be deemed to be accurate. The readings for any meter which
shall have been disclosed by test to be inaccurate shall be corrected in accordance with the
percentage of inaccuracy found by such test from the beginning of the first billing period after the
most recent prior meter test but in no case for a period longer than 365 days. Should any meter
fail to register,the electric power and energy delivered during such period of failure shall,for
billing purposes, be estimated by the Agency and the City from the best information available.
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The Agency shall notify the City or cause the City to be notified in advance of the time of any
meter reading or test so that the City's representative may be present at such meter reading or test.
SECTION 3. Rate
(a) The City shall pay the rates stated on Schedule C of this Agreement for all
electric power and energy delivered by the Agency to the City. The customer, demand, and
energy rates to be paid by the City for purchases of electric power and energy shall be as provided
on Schedule C of this Agreement which may be changed by action of the Agency. The energy
rates shall be adjusted through the Energy Adjustment Clause in Schedule C for the Agency's
actual cost of energy.
(b) The rates charged to the City shall be nondiscriminatory compared with the rates
charged to all other members of the Agency.
SECTION 4. Meter Readings and Payment of Bills
(a) The Agency shall read the meters at the end of each month for electric power and
energy provided to the City since the last date the meter was read. The Agency shall send a
statement to the City on or before the fifth calendar day after the meter is read stating the amount
due from the City. If a meter cannot be read,the Agency shall estimate the amount of electric
power and energy delivered to the City during that billing period and send a statement to the City,
with an adjustment for actual purchases in the next billing period.
The City shall pay for electric power and energy furnished under this agreement at the
office of the Agency,or at the place and in the manner designated by the Agency, by the 20th day
of the month in which the bill is mailed to the member; provided, however, that if said 20th day is
a Saturday, Sunday or legal holiday in the State of Minnesota, the next following business day
shall be the day on which such payment shall be due. In the event that the City fails to make
payment by the 20th day of the month for the full amount due,the amount due shall be subject to
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an interest charge of one percent greater than the average of the daily prime rates published in the
"Money Rates"section of the Wall Street Journal for each day from the date payment was due to
the date the payment is received.
The Agency may, whenever any amount due remains unpaid after the due date,take all
steps available to it under applicable law to collect such amount and, after giving 15 days advance
notice in writing of its intention to do so, discontinue service under this agreement. The Agency
may,whenever any amount due remains unpaid for 120 or more days after the due date and after
giving 30 days advance notice in writing of its intention to do so, terminate this Agreement. The
discontinuance of service or the termination of the Agreement shall not relieve the City from the
liability for payment for electric power and energy furnished to the City prior to the
discontinuance or termination of this Agreement.
(b) In the event the City desires to dispute all or any part of a bill, the City shall pay
the full amount of the bill when due and notify the Agency in writing of the grounds on which
any charges in the bill are disputed and the amount in dispute. The City will not be entitled to
any adjustment on account of any disputed charges which are not brought to the attention of the
Agency in the matter specified in this Agreement. Such adjustment shall be for the time period
for which it can be established a billing error took place but in no event shall the adjustment
period extend past the last meter test date or 365 days,whichever is shorter.
SECTION 5. Power Factor
The City shall have sufficient capacitors installed to maintain at least a 98
percent lagging hourly power factor during the City's peak load periods. The Agency and the
City shall agree on the controlling of capacitor operation. It is the goal of both parties to maintain
an hourly power factor of not less than 98 percent lagging during peak load periods and to avoid a
leading hourly power factor during light load conditions.
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In the event the City does not have sufficient capacitors installed, the City within
30 days after written notice from the Agency of such a deficiency, shall correct the deficiency or
else provide the Agency with a written commitment to correct the deficiency. In the event the
City makes a written commitment to add capacitors,the City shall exert its best efforts to
expeditiously bring such equipment into service and to complete installation within one year from
the initial notice or within such other time established by mutual agreement between the parties.
If the additional capacitors are not installed within the allowed time and the Agency installs or
has installed power factor control equipment,Agency shall bill the City a facilities fee based upon
the Agency's cost of an equivalent amount of power factor control equipment.
SECTION 6. Continuity of Service
(a) In the event the Agency is prevented from delivering or the City is prevented
from receiving electric power and energy as provided for in this Agreement by cause beyond its
control including, but not limited to, acts of God,strikes, injunctions, breakdown, or the purpose
of making repairs which by due diligence and foresight such party could not reasonably have
been expected to avoid, neither party to this Agreement shall be liable to the other for its inability
to perform. Both parties shall be prompt and diligent in removing and overcoming the cause of
any interruption, but nothing in this Agreement shall be construed as permitting the Agency to
refuse to deliver, or the City to refuse to receive electric service after the cause of interruption has
been removed.
(b) The Agency reserves the right to disconnect service in the event service to the
City results in trouble on the Agency's system including, but not limited to: interruptions,
grounds, radio or telephone interference, surges or objectionable voltage fluctuations,where such
trouble is caused by the operation of the facilities of the City if,after giving notice in writing to
the City of such trouble,the City fails to remedy the causes of the trouble within a reasonable
time.
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(c) The Agency does not guarantee that the supply of electric service under this
Agreement will be free from interruption, and it is agreed that interruptions of the Agency's
service, occasioned by any of the causes mentioned in this section,shall not constitute a breach of
this Agreement on the part of the Agency, and the Agency shall not be liable to the City for
damages resulting from such interruption of service. In the event of a service interruption,the
parties shall act to restore service as soon as it can reasonably be accomplished. The Agency will
at times exert itself toward the end of supplying as nearly constant service as is reasonably
practicable. In case of impaired or defective service, the City shall immediately give notice to the
Agency by telephone and confirm such notice in writing within ten working days.
(d) The Agency shall exercise due diligence to provide continuous uninterrupted
electric power and energy to serve the full requirements of the City. If the Agency fails to do so,
the City shall have the right,in addition to any other legal remedies,to terminate this Agreement
by giving at least ninety (90)days written notice. Upon such termination, the Agency shall pay to
the City,if it is then a member of the Agency,the amount that the City would be entitled to if the
MMPA was dissolved on the date of termination; provided, however,that such termination may
occur only after the City has given notice in writing to the Agency and the Agency fails to
remedy the problem within a reasonable time.
SECTION 7. Term
This Agreement shall remain in effect through December 31, 2050 and if not then
terminated by at least 5 years prior written notice given by either party to the other, shall continue
in full force and effect until so terminated.
SECTION 8. General Terms and Conditions
(a) Maintenance of Retail Rates. The City agrees to maintain rates for electric power
and energy to its consumers which provide to the City revenues sufficient to meet its obligations
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to the Agency under this Agreement and all other operating expenses of the City and all other
obligations payable from such revenues. The City shall not be required to make payments to the
Agency under this Agreement except from the revenues of the City's utility operations and from
other funds of the City's utility operations.
(b) Assignment of Power Sales Agreement. This contract shall inure to the benefit
of and shall be binding upon the respective successors and assigns of the parties to this
Agreement. Except for the reason stated below, neither this Agreement nor any interest in this
Agreement shall be transferred or assigned by either party to this Agreement except with the
consent in writing of the other party, which consent shall not be unreasonably withheld. No
assignment or transfer of this Agreement shall relieve the parties of any obligation under this
Agreement.
If the Agency finds it necessary to issue Bonds for the financing of the Agency's
operations or the construction, purchasing, or maintaining of facilities, the City agrees that the
Agency may assign to any trustee or similar fiduciary designated in any Bond Resolution all of,
or any interest in, its right,title, and interest in payments to be made to the Agency under the
provisions of this Agreement as security for the payment of the principal, premiums, if any, and
interest on any Bonds. Upon such assignment,the Agency may grant to such trustee any rights
and remedies in this Agreement provided to the Agency making the trustee a third party
beneficiary of the covenants and agreements of the City contained in this Agreement.
(c) Information. The Agency and the City will promptly furnish to each other
such information as may be reasonably requested from time to time in order to carry out more
effectively the intent and purpose of this Agreement or as may be reasonably necessary and
convenient in the conduct of the operations of the party requesting such information.
(d) Amendment. Except as provided for expressly in this agreement, neither this
Agreement nor any terms hereof may be terminated, amended, supplemented, waived or modified
except by an instrument in writing executed by each party to this Agreement.
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(e) Notices. Any notices, demands, or requests required or authorized by the
Agreement shall be deemed properly given if mailed postage prepaid:
on behalf of the Agency to:
Minnesota Municipal Power Agency
One City Hall Plaza
Chaska, Minnesota 55318
and on behalf of the City to:
Elk River Municipal Utilities
General Manager
13069 Orono Parkway
P.O. Box 430
Elk River, MN 55330
The designation of the persons to be so notified or the address of such person may be changed at
any time by similar notice.
(f) No Implied Waiver. The failure or delay of any party to enforce at any time any
of the provisions of this Agreement, or to require at any time performance by a party of any
provisions of this Agreement, shall neither be construed to be a waiver of such provisions nor
affect the validity of this Agreement or the right of such party to thereafter enforce each and
every provision of this Agreement.
(g) Severability. If any term or provision of this Agreement or the application of any
term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder
of this Agreement shall not be affected and each term and provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law. The parties agree to negotiate a
replacement provision or provisions in an effort to place the parties in the same or similar position
reflected in the Agreement when originally signed.
(h) Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota.
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(i) Right of Access. Authorized representatives of the Agency and City shall be
permitted to enter the other's premises at all reasonable times in order to carry out the provisions
of the Agreement.
(j) Cooperation. If it becomes necessary by reason of any emergency or
extraordinary condition for either the Agency or the City to request the other party to furnish
personnel, materials, tools, or equipment for the accomplishment of its obligations under this
agreement, the party so requested shall cooperate with the requesting party and render such
assistance as the party so requested may determine to be available. The party making such
request, upon receipt of properly itemized bills from the other party, shall promptly reimburse the
other party for all costs properly and reasonably incurred by it in providing such assistance. The
cost shall include an amount not to exceed ten percent(10%) for administrative and general
expenses; such costs are to be determined on the basis of current charges or rates used in its own
operations by the party rendering the assistance.
(k) No Resale. The City shall not sell at wholesale any of the electric power and
energy delivered to the City under this Agreement to any customer of the City for resale by that
customer, unless given prior written authorization by the Agency which will not be unreasonably
withheld.
(1) Records and Accounts. The Agency and the City shall keep accurate records and
accounts of its properties and operations. Such records shall be available to the other Party at all
reasonable times.
(m) Reporting Requirements. The City shall provide from time to time whatever
data, information, and estimates it may have regarding future energy requirements, which is
reasonably requested by the Agency from the City and from Agency members. When the City
becomes aware of a new load, and expansion of existing load, or plans to acquire service
territory,that could reasonably be expected to have a peak load of 2 mW or greater, it shall
promptly provide written notice to the Agency. Such notice shall include:
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Projected date of service,
Projected monthly kW requirements,
Projected monthly kWh requirements, and
A general description of the load pattern.
Attested: MINNESOTA MUNICIPAL POWER AGENCY
By:
CHAIRMAN DATE
Attested: CITY OF ELK RIVER, MINNESOTA
BY ITS UTILITIES COMMISSION
By:
Its DATE •
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SCHEDULE A
OPERATIONAL GENERATING UNITS
Unit Name and/or Number Unit Size (kW)
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SCHEDULE B
CONNECTION AND METERING FACILITIES
POINT(S) OF DELIVERY
between
Minnesota Municipal Power Agency
And
City of Elk River
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SCHEDULE C
Page 1 of 1
MINNESOTA MUNICIPAL POWER AGENCY
RATE SCHEDULE
1. Applicability. Electric power and energy service for all requirements(except as other
sources are permitted by the terms of the Power Sales Agreement to which this Schedule
is appended)of the Member for use by the Member and the Members customers.
2. Availability. This Schedule is available to the Member of the Agency purchasing
electric power and energy under the terms of the Power Sales Agreement.
3. Character of Service. Electric power and energy provided under this Schedule shall be
delivered to the Point(s) of Delivery set forth in Schedule B and shall be sixty hertz,three
phase, alternating current.
4. Billing Rates. Member rates are set by the Agency's Board of Directors on an annual
basis.
5. Billing Metering. The kW metered demand in each billing period shall be the highest 15
minute demand integrated measured during the billing period. When electric power and
energy is delivered to more than one Point of Metering, the maximum total coincident
demand of the Member's system shall be determined by combining the recorded demand
for each Point of Metering during the same 15 minute interval.
6. Billing Demand. The billing demand for any billing period shall be the greater of(a)the
metered demand for the period as determined under paragraph 5, or(b) 50 percent of the
maximum metered demand during the summer(June through September)billing periods
for the most recent twelve billing periods.
7. Energy Cost Adjustment. When the Agency's actual cost of energy in any billing period
is greater or lesser than the energy rate set by the Board of Directors for the billing
period, this rate will be increased or decreased by an amount equal to the product of the
measured kWh of energy purchased by the Member during the billing period and the
amount by which the actual cost of energy expressed in dollars per kWh is greater or
lesser than the energy rate set by the Board of Directors.
8. Late Payment Charge. The Agency may impose a late payment charge on the unpaid
balance of any amount not paid when due at the interest rate specified in the Power Sales
Agreement.
9. Billing Period. The billing period shall be in accordance with a schedule established by
the Agency.
15
NEW MEMBER AGREEMENT
between
THE CITY OF ELK RIVER
and
MINNESOTA MUNICIPAL POWER AGENCY
This Agreement is hereby entered into as of the day of , 2013 by and between
the City of Elk River, Minnesota by its Utilities Commission ("City"), and the Minnesota
Municipal Power Agency ("MMPA").
WHEREAS, the City of Elk River and MMPA (the "Parties") have held discussions
relating to the application of the City to become a member of MMPA; and
WHEREAS, the City and MMPA desire to have the City of Elk River admitted as a
member of MMPA and the City will approve the MMPA Agency Agreement of May 11, 1992 as
since amended (the"Agency Agreement"):
NOW, THEREFORE, the City and MMPA agree as follows:
1. Execution of Power Sales Agreement. Prior to the admission of the City as a
member of MMPA, the Parties will execute a Power Sales Agreement("PSA")
under which the City will purchase electric power and energy from MMPA from
and after October 1, 2018. The execution by the parties of the PSA shall be
performed and be effective on the same date as this Agreement.
2. Buy In. The City agrees to pay a buy in equal to 120%of its proportionate share
of the net position (equity) and rate-related accruals of MMPA (the "Buy In") as
of the date it begins purchasing electric power and energy from MMPA (the
"Start Date"). The Buy In will be calculated through the following formula:
[(City Wholesale Energy Purchases) /(MMPA Wholesale Energy Sales to
Members) * (Total MMPA Net Position + Rate Stabilization Fund Balance +
Accrued Major Maintenance + Accrued Energy Adjustment Clause—Future
Recoverable Costs (Deferred Costs))] * 1.2
The energy purchases and sales used in the above calculation will be calculated as
the sum of the most recent twelve (12) months for which data is available for both
parties at the time the calculation is made. The MMPA financial amounts shall be
calculated as of the Start Date. The City may pay the Buy In prior to the Start
Date based on estimates, with a true-up calculation performed as of the Start Date.
The Buy In must be paid in full prior to the Start Date. However, if such payment
would cause the City's electric rates to be uncompetitive, MMPA and the City
agree to negotiate in good faith an alternative payment schedule.
3. Execution of Agreements. The City will adopt and agree to the terms of the
MMPA Agency Agreement and the City and MMPA shall simultaneously execute
this Agreement and the new Power Sales Agreement.
4. Proper Authorizations. The City and MMPA shall each take all necessary steps to
authorize and execute the documents necessary to implement the admission of the
City as a member of MMPA.
5. Effective Date of Membership. The admission of the City as a member of
MMPA shall become effective upon the date that the appropriate documents are
filed with the Secretary of State of the State of Minnesota pursuant to the Agency
Agreement. MMPA shall promptly cause the filing of said documents.
6. No Other Payments. Except for the Buy In,the City will not be liable to MMPA
for any payments prior to the Start Date. The City will not be responsible for any
assessments or Energy Adjustment Clause ("EAC") charges prior to the Start
Date and will not have any rights to any EAC refunds or any other distributions
made to MMPA members prior to the Start Date.
IN WITNESS WHEREOF, the City of Elk River and the Minnesota Municipal Power
Agency, through duly authorized officers, have signed this Agreement, effective upon the date
first set forth above.
MINNESOTA MUNICIPAL POWER AGENCY CITY OF ELK RIVER
BY ITS UTILITIES COMMISSION
By By
Its Chairman Its Chair, Utilities Commission
Attested: Attested:
Date: Date:
2
RESOLUTION No. 13-5
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.
Therefore,the Commission has selected the Agency to provide its long term power
supply needs commencing in 2018 and to apply now for membership in the Agency.
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
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:
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
Resolution.
This Resolution is adopted by the Elk River Municipal Utilities Commission on
May 14, 2013.
John J. Dietz, Chair
Troy Adams, P.E., General Manager
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 3`d day of June, 2013.
John J. Dietz, Mayor
ATTEST:
Tina Allard, City Clerk