ERMU RES 13-05 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.
`'ueal�la
I • n J. !i ietz, Chail
Troy.E., General Manager