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2.8. ERMUSR 06-11-2013 fsselM pA .)110 ::011111 u1 Ihule:y ) millbyhj te! L11 til "hl: t:1 C.ill) C..t1 v1itpti(Oki V June 5,2013 Troy Adams, P.E. General Manager Elk River Municipal Utilities 13069 Orono Parkway, P.O. Box 430 Elk River, Minnesota 55330 Dear Mr. Adams: It is my pleasure to inform you that on May 28, 2013, both the MMPA Representatives and Board of Directors unanimously passed resolutions to accept Elk River Municipal Utilities(ERMU)as the 12th member of MMPA. Welcome to the Minnesota Municipal Power Agency family! Attached are the fully executed New Member Agreement and the Power Sales Agreement. In addition, I have attached the stamped copy of the materials filed with the Minnesota Secretary of State for your records. We look forward to ERMU's contributions and participation in achieving MMPA's mission to provide a reliable and cost-effective power supply and creating value for the Agency and its members. We are very excited to have ERMU as a member and look forward to our long term partnership. Very truly yours, Avant Energy, Inc. Agent for MMPA • i Oncu Er Vice President, Planning 0.3458,_ PILED 0 MMPA BOARD OF DIRECTORS RESOLUTION 2013-3 4 JUN 2013 MINNESOTA MUNICIPAL POWER AGENCY ("THE AGEN PLm 4 RESOLUTION APPROVING ELK RIVER AS AN AGENCY MEM: WHEREAS, the Board of Directors of the Agency has been presented with a request for membership from the City of Elk River by and through the Elk River Utilities Commission, which request includes signed copies of the New Member Agreement between the Elk River Utilities Commission and the Agency, the Power Sales Agreement between the Elk River Utilities Commission and the Agency, Resolutions of the Elk River City Council and the Elk River Utilities Commission accepting and adopting the MMPA Agency Agreement, and a Resolution of the Representatives of the Agency approving the membership request from Elk River by and through the Elk River Utilities Commission; and WHEREAS, the Agency Board of Directors has discussed and considered the matter and wishes to take appropriate action to implement the admission of Elk River as a member of the Agency. NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Minnesota Municipal Power Agency that 1. The Board of Directors of the Agency has hereby determined and resolved that the admission of Elk River by and through the Elk River Utilities Commission has been approved by the required majorities of the Representatives of the Agency, pursuant to Section 9(A) of the Agency Agreement, as amended; and 2. The Board of Directors of the Agency authorizes and directs its officers to execute the New Member Agreement and the Power Sales Agreement between Elk River and the Agency; and 3. The Board of Directors of the Agency authorizes and directs its officers, attorneys, and staff to file certified copies of this Resolution, along with the Resolutions of the Elk River Utilities Commission and the Elk River City Council relating to this membership admission with the Secretary of State. I hereby certify that the above Resolution was approved by a vote of the Board of Directors of the Minnesota Municipal Power Agency at its regular meeting held on May 28, 2013 in Chaska, Minnesota, at 10:00 a.m., pursuant to proper notice. airman (1i 77.4e-zlieje # Secretary / 33z z 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, wilt 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. 1. 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, RE., 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. 4.1 Dietz, C t u' Troy Adams, P.E.,General Manager • CERTIFICATE 1, Troy Adams, P.E., the General Manager of'the Elk River Municipal Utilities,do hereby certify that the attached Resolution Number 13-5 is a true and correct copy of the Resolution presented to and adopted by the Board of Commissioners of the Elk River Municipal Utilities at a duly called meeting held on May 14,.2013,and that the same has not been rescinded or amended and is in full force and effect. IN WITNESS WHEREOF I have hereunto set my hand this 14th day of May,2013. Troy Adams,P.E., General Manager City of Elk River City Council RESOLUTION No, 13 - 2e 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 112.361, E. The Agency Statute and the Agency Agreement provide that cities which are members of municipal power agencies an 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 201h day of May, 2013. if Jielz, Ma Q ATTEST: Tina Allard, City Clerk I 1 c. River 13065 Orono Palmy Elk Myer,MN 55330 State of Minnesota County of Sherburne City of Elk River 1, the undersigned, being the duly qualified and acting City Clerk of the City of Elk River, Minnesota, do hereby certify that the attached Resolution,Number 13-28, is a true and correct copy of the Resolution presented to and adopted by the City Council of the City of Elk Rivet at a duly called meeting held on May 20,2013,and that the same has not been rescinded or amended and is in full force and effect. Witness my hand officially on June 3,2013 Tina Allard, City Clerk P l t a t t e:7 6 3.6 3 5.10 0 0 I' U W E I I E U 11 Y Fax:763 635.1o90 rvD90 T.URE N:\Ucpmt mcnre\AJmininrnuw 4'rein'+\•1Jminizuatirnt\r\fliJut'os C'(:rnificntinne\fi ndi�xw•, 1 l nt WWW.ci.elk-river.nn.os MINNESOTA MUNICIPAL POWER AGENCY POWER SALES AGREEMENT This Agreement,entered into as of the i'1 t day of Vv1 ,2013,between the Minnesota Municipal Power Agency(Agency),a municipal power agency and political subdivision of the Slate 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: 2 CONFIDENTIAL SECTION I. Sale and Purchase of Electricity l (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 , 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. 3 CONFI DENTIAL When electricity is measured at more than one Point of Metering,the total 1 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. 4 CONFIDENTIAL 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 20'h day of the month in which the bill is mailed to the member;provided,however,that if said 20ih 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 5 CONFIDENTIAL 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 pad 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. 6 1 CONFIDENTIAL 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. 7 CONFIDENTIAL (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 8 I CONFIDENTIAL 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 cant'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. 9 CONFIDENTIAL (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. 10 CONFIDENTIAL (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 1 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. (I) 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: Il CONFIDENTIAL, Projected dale of service, Projected monthly kW requirements, Projected monthly kWh requirements,and A general description of the load pattern. Attested: MINNESOTA MUNICIPAL POWER AGENCY t�! y / I 'erRIvIAN GATE Attested: CITY OF ELK RIVER, MINNESOTA BY ITS UTILITIES COMMISSION DATE 12 } CONFIDENTIAL SCHEDULE A OPERATIONAL GENERATING UNITS Unit Name and/or Number Unit Size(kW) 13 CONFIDENTIAL SCHEDULE B CONNECTION AND METERING FACILITIES POINT(S)OF DELIVERY between Minnesota Municipal Power Agency And City of Elk River i II 14 CONFIDENTIAL SCHEDULE C Page l of l 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 la day of V"tµ 2013 by and between the City of Elk River, Minnesota by its Utilities Commission ("CitV"), 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: I. 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 I, 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 G��� 'k�� BY 411 �I� �� Its Chairman It',hair, Uti 't-i s Coinmission Attested: Attested: Date: Mcy 1 uJ ly3 Date: tMct ( )6( .-� 13 2