6.1.f. ERMUSR 03-17-2015 Elk River --
Municipal Utilities UTILITIES COMMISSION MEETING
TO: FROM:
Elk River Municipal Utilities Commission Tom Sagstetter- Conservation and Key Accounts
John Dietz—Chair Manager
Al Nadeau—Vice Chair
Daryl Thompson—Trustee
MEETING DATE: AGENDA ITEM NUMBER:
March 17th, 2015 6.1f
SUBJECT:
Staff Update
DISCUSSION:
• Attended the Clean Energy Research Teams Conference in St. Cloud. The theme this
year was Community-Driven Clean Energy. Many of the educational sessions focused
on Solar PV generation sites and financing of those facilities. The focus has turned from
small individual owner sites on the owner's property,to third party owned large
generation sites. There were also discussions on the challenges of getting installations
approved by local governmental units through building permits and set-back
requirements. There is a major push in the solar industry to get as many installations
booked as the investment tax credits will be eliminated in 2017,unless the Federal
Government extends those incentives.
• The landfill gas plant had a very good year in electric production, and a relatively low
year in operational costs. The landfill gas plant maintained a delivered capacity factor of
99%which resulted in over 26 million kWh being delivered to the market. That is
enough energy to supply approximately 2,600 average residential homes for one year. As
a result of the high capacity factor, Waste Management received a bonus check of
$21,336.40 for plant operations in 2014. Sherburne County received a bonus payment of
$20,000 for 2014. Please see attached letters for more details.
• Conservation rebates are going well and ERMU has started using the new Energy
Savings Platform to document energy savings and spending for the conservation
improvement programs (CIP). The new platform was developed by a third party for the
Minnesota Division of Energy Resources.
• Energy City tours continue to be popular. Jackson Middle School toured the facility and
there were approximately 35 students in 6th grade. Kristin is scheduling many tours as
we head into spring and peak season for the school field trips.
•
P O W E R E D O Y
Page 1 of 2 NATURE
Reliable Public
Power Provider P O W E R E D T O S E R V E
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• Worked with staff and customers during unplanned outages that were caused by very
large rodents and flying trash.
• There has been a fairly large volume of calls regarding high bills. February was cold and
the new bill presentation has some customers calling in to ask questions about what
changed on their bills.
ATTACHMENTS:
• Letter to Waste Management—LFG to Electric Generation Facility Performance for 2014
• Letter to Sherburne County—LFG to Electric Generation Facility Performance for 2014
PyONEDED 11
Page 2 of 2 NATURE
Reliable Public
Power Provider P 0 WE 0.E D T O S E R V E
82
Elk River
Municipal Utilities
Phone: 763.441.2020
13069 Orono Parkway•P.O.Box 430 Fax: 763.441.8099
Elk River,MN 55330-0430 www.elkriverutilities.com
February 20, 2015
Waste Management
Mr.James Hamann
22460 Highway 169
Elk River,MN 55330
Subject: LFG to Electric Generation Facility Performance for 2014
Dear Mr. Hamann;
The landfill gas to electric generation facility had an exceptional year in 2014. As a result of the three
new engines installed in December 2013 the landfill gas to electric plant was able to produce over 26
million kWh of energy. That is enough energy to supply 2,600 average residential homes for 1 year.
Elk River Municipal Utilities(ERMU) is pleased to provide a$21,336.40 bonus payment to the Elk
River Landfill(ERL)for the very successful operation of the landfill gas to electric generation facility in
2014. The successful operation of the facility in 2014 allowed ERMU to provide an additional bonus
payment to Sherburne County for$20,000.
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Thank you for all the hard work that you do every year to keep the facility running at top production.
This is special partnership for the community and is a truly unique. If you have any questions,please
feel free to contact Tom Sagstetter at(763) 635-1332.
Best
� ~
regards,
A-------
Troy Adams,P.E.
General Manager
Cc: ERMU Commission
Don Yurecko-Elk River Landfill Gas Plant Manager
Tom Sagstetter-ERMU Conservation and Key Accounts Manager
oWERER er
Li P
L NATURE
Reliable Public
Power Provider P O W E R E D T O S E R V E
83
•
Elk River
Municipal Utilities
Phone: 763.441.2020
13069 Orono Parkway•P.O.Box 430 Fax: 763.441.8099
Elk River,MN 55330-0430 www.elkriverutilities.com
February 20, 2015
Ms.Kathleen Heaney
Sherburne County
13880 Highway 10
Elk River,MN 55330
Subject: LFG to Electric Generation Facility Performance for 2014
Dear Ms. Heaney;
Elk River Municipal Utilities(ERMU) is extremely happy to report that the landfill gas to electric
generation facility had an exceptional year in 2014. As a result of the three new engines installed in
December 2013 the landfill gas to electric plant was able to produce over 26 million kWh of energy.
That is enough energy to supply 2,600 average residential homes for 1 year.
Thud_ t pactt factor or the landfill to gas electric generation plant was over 99%. Based on the
production in 2014 ERMU is able to provide an additional bonus payment of$20 000 for
oiitstandgug;p p p y ,
2014 operations. Moving forward ERMU and the Waste Management will continue operate the plant as
cost effectively as possible.
Production for 2015 is expected to be stable in comparison to 2014 since we are operating 3 relatively
new engines. The three engines that were replaced at the end of 2013 have approximately 8,500 hours
of operations and are running fine with only standard maintenance needed. Engine number one has
27,000 hours of operation and is currently scheduled for replacement in 2017. -
If you have any questions,please feel free to contact Tom Sagstetter at(763) 635-1332.
Best regards,
Troy Adams,P.E.
General Manager
Cc: ERMU Commission
Jim Hamann-Waste Management District Manager
Don Yurecko-Elk River Landfill Gas Plant Manager
Dave Lucas- Solid Waste Administrator
Tom Sagstetter-ERMU Conservation and Key Accounts Manager
1)<9 P B i E R E R
NATURE
Reliable Public
POWERED Power Provider T O S E R V E
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ELECTRIC SERVICE TERRITORY AGREEMENT
This agreement ("Agreement"), made and entered into the day of
, 2015 by and between Elk River Municipal Utilities, a municipal
utility duly organized and existing under the laws of the State of Minnesota ("Municipal")
and Connexus Energy, a rural electric cooperative or•; zed and existing under the
laws of the State of Minnesota ("Cooperative"), india ® /ly or collectively referred to as
a "Party" or the "Parties."
WHEREAS, the laws of the State of ;Minnesota, name y innesota Statutes §§
2166.37-216B.47, provide the terms and conditions under which a �cipal utility may
extend retail electric service throughout the corporate limits of the ci y, as well as
authorize and permit electric utilities'to define end revise their electric service territories
by their written consent and;agreement,
WHEREAS, the City of Elk River, working with the Municipal, has extended
sewer and,water,service;4t considerable public expense, to certain areas within the city
limits, and the Munbipal and.the City Council have passed resolutions seeking to
provide electric service to efresidents and businesses in the city limits; and
WHEREAS. the Parties have a long history of reaching amicable agreements to
transition electric service territory to the Municipal; and
WHEREAS, the Parties desire to provide stability and reliability of service to the
Parties' respective customers and members, and to support long-term planning for
resources, power supply, and customer service; and
WHEREAS, the Parties have negotiated a mutual settlement and wish to avoid
litigation regarding compensation for such electric service territory matters, and
acknowledge that this mutual agreement will not necessarily reflect the position of the
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Municipal or Cooperative as to the appropriate application of the law determining the
rights and obligations of the parties or compensation and service territory matters and
shall not be offered by the Municipal or Cooperative as evidence in any other
proceeding related to service territory matters; and
WHEREAS, by entering this Agreement the P; ,ies desire to continue the
successful and cooperative relationship between t ..,/li sties, to conduct prudent utility
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planning and practices, to focus on areas of ;m �nt and to better serve and
benefit the Parties' customers and the region 1r general.
NOW, THEREFORE in consideration of the premises of the mutual
covenants contained herein, the Parties agree as follows:
Article I: Transferof Electric ServiceTerritory Rights
1.1 The Murncipal, working with the City,has determined to extend electric
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service to areas w thin the city;;limits that are currently located within the assigned
electric serviceterritory of'the Cooperative. The Municipal and the Cooperative have
participated in a serie's;of,meetings to discuss technical requirements and prudent utility
planning for.-such a transition, and divided the total potential territory involved into eight
specific areas. 'The map and description of these eight areas is attached as Exhibit A
(each, a numbered Area orari"Affected Area," and collectively, the "Affected Areas").
1.2 The exclusive right and obligation to provide electric service to the
Affected Areas ("Transfer Date") shall be determined as follows. For Area 1, the
Transfer Date shall occur in the year 2015, on a date mutually agreed upon by the
Parties. For Area 2, Transfer Date shall occur in 2016, on a date mutually agreed upon
by the Parties. For the remaining Affected Areas, the Municipal shall provide at least 5
months advance written notice to the Cooperative of the Transfer Date for the
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applicable Area(s). To coordinate these transfers and other utility issues, technical and
management representatives of the Parties will meet at least once per year to discuss
electric service territory issues, including transfers and timing, as well as broader issues
of mutual interest, such as coordinated planning of system improvements in the
Affected Areas, utility interconnection, equipment sharin•, nd mutual aid.
1.3 The Parties agree to cooperate fully i. yang affected customers as to
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Municipal acquires from the Cooperative under this Agreement shall be acquired on an
AS IS basis and without warranty or representation relating to their condition, design, or
compliance with the NESC (National Electrical Safety Code). The Municipal shall
indemnify and hold the Cooperative harmless against all claims for loss, injury, or
damages of any kind, including reasonable attorneys'/,,,,;;;7s, that may arise from the
condition, maintenance, or operation of the tkOljt.rred facilities, including any
abandoned cable. %!y
2.2 Integration Expenses. If thye;Municipal acqui Cooperative electric
distribution facilities under Section 2.1, the%Municipal shall pay ooperative for
reasonable, identifiable, actual exp uses of facilities to integrate the Cooperative's pre-
existing distribution facilities into the Cooperative's remaining distribution system,
considering system relic btlitt nd continuity.
2.2.1 The Parties have-",4pintly prepated an integration study that analyzes the
major tie-lines to be adcte l s3C'result of the transfer of the Affected Areas ("Integration
Study");attached as'Exhibit B '{The Parties acknowledge and agree that the Integration
Study will serve as the framework for integration expenses under the Agreement,
although the Parties recognize that the Integration Study may need to be updated if
,s.
conditions materially Olen*: The Parties contemplate that integration expenses
include field inventories, final meter readings, PCB transformer testing, and other
incidental labor and materials to complete the transfer, to the extent that such costs
have not been covered as part of the Integration Study, and to the extent they reflect
reasonable and actual costs incurred consistent with the terms of this Agreement. The
Parties shall follow the payment process in Section 2.7.
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2.3 Loss-of-Revenue Payments. Subject to Sections 2.4, 2.5, 2.6, and 2.7,
the Municipal shall annually pay the Cooperative the amounts described in this Section
as loss-of-revenue compensation.
(a) For each Affected Area except for Area 1, an amount equal to the result of
multiplying twenty-one mills ($0.021) times each kilowat +ur of electric energy sold by
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the Municipal to each third party to whom the Muni ',q:( rovides retail electric service in
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the Affected Area for the period of ten (10); ;e c ,11cin on the first,,,� g first full year
ending in December 31 that the Municipal provides service aft- Transfer Date.
(b) For Area 1, an amount equal toyihe res I Hof multipl < wenty-two mills
($0.022) times each kilowatt hoCie,'46f electric energy sold by the Municipal to each third
party to whom the Municipal provides retail electric s'6140ge in Area 1 for the period of
ten (10) years commencing on the Transfer Date` %The Parties acknowledge and agree
that the additional compensation for Area `i is contingent upon the deferral of the
Municipal ct nstructing a tie line, anticipated from the City boundary on County Road 12
near *intersection with County Road 46 to--the Elk River Station 14 Bank 4, and the
Parties entoeing a separate'interconnection agreement, as described in Section 2.8. In
the event that the Municipal must construct a tie line in Area 1 within the ten-year period
commencing with the Transfer Date, the loss-of-revenue compensation for Area 1 for
the years remaining in the this ten-year period shall be the amount stated in Section
2.3(a).
2.4 Indexing. The Parties will annually establish an indexed mill rate for the
loss-of-revenue specified in Section 2.3. The index will be established as follows:
(a) The Parties will use the Gross Domestic Product — Implicit Price Deflator
prepared by the Bureau of Economic Analysis of the United States Department of
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Commerce, published periodically as the Gross Domestic Product: 4th Quarter Final
Press Release on or about March, and reflecting the percentage of change for the
immediately preceding year for Gross Domestic Product (the "Index"), as published in
the table entitled Price Indexes for Gross Domestic Product and Related Measures:
Percent Change from the Preceding period, or in such !:E er publication as the Bureau
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of Economic Analysis may establish in the future fo ,t dex,
(b) To establish the indexed loss-of-r- <'nue e , for a particular year, the
Parties will multiply the loss-of-revenue rr , df compensation tated in Section 2.3
(a) or(b) times the index for the particular ye'a[r,divided the index f�.-/year 2014. The
by 'fir
indexed loss-of-revenue rate thu st biished will a yt... to any Affected Area transferred
� p�Cy y
during the period January 1st throug kpeceMber 318 t of"that year.
(c) If the Index/,produces "an increase or a decrease in the rate of
compensation greater than two";percent for,any year, the amount of the increase or
'edecrease shallbe capped a QOent
(d) For each Affected Area transferred, the indexed loss-of-revenue rate shall
be recalculated for each yeah throu4'hout the ten-year compensation period.
(e) Notwithstanding any other provision in this Agreement, the loss-of-
revenue rate of compensat[on shall not exceed three cents ($0.03) per kilowatt hour.
2.5 Municipal Development. Consistent with Sections 1.1 and 1.2, and
notwithstanding Section 2.3, for any Affected Area or portion thereof that the Municipal
or the City owns or acquires at its cost or risk and develops by installing or replacing
trunk utility facilities or streets, without requiring a property owner to pay the costs of
such trunk installation or replacement, the loss-of-revenue rate shall be one cent ($0.01)
times each kilowatt hour of electric energy sold by the Municipal to each third-party
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customer to whom the Municipal provides retail electric service, provided that the
Municipal's payments shall not exceed a total of two hundred fifty thousand (250,000)
kilowatt hours of usage per customer over a 10 year period after the Transfer Date. The
loss-of-revenue rate shall be indexed as set forth in Section 2.4, except that such rate
shall not exceed two cents ($0.02) per kilowatt hour.
2.6 Municipal Facilities. The loss-of-reve►:: �; ayments under this Article 2
shall not apply to facilities owned by the Muni -I ford'-;aviding municipal services,
including, but not limited to, streetlights and Dumping stations.
2.7 Payment. For each Affected" Area to be transferr J" e Cooperative
shall prepare (a) a listing of the'facirties to be transferred under Section 2.1, as well as
the original cost less depreciation of SuchTaoilities thou b the applicable Transfer Date,
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and (b) a good faith 0 fI j ate for the reasonable integration expenses under Section 2.2.
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A current listing of la jities to be;transferred to the Municipal in Area 1 is attached as
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Exhibit C, whi9bJ,sting wI1 be/updated„as of the.Transfer Date. Upon the completion of
a transfer of an Affecte, Area, the.Cooperative will provide a statement reflecting actual
costs for integration exper1es under,Section 2.2. The Municipal shall make payments
under Sections P-1 and 2.2 Within 60 days after receiving a final statement from the
Cooperative for such costs ; .
2.7.1 The calculation of loss of revenue under this Article 2 shall be made for
the period concluding on December 31st of each year under consideration and payment
of the annual amount so determined will be made by the Municipal by February 15th of
the following year. The Municipal's sales shall be calculated on the basis of its meter
readings, as made in the ordinary course of its utility business. With its annual
payment, the Municipal shall provide a written report to the Cooperative, certified as true
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and correct by the General Manager of the Municipal, summarizing for each Affected
Area, the kilowatt hours sold by the Municipal and the basis for the calculation of the
compensation due the Cooperative.
2.7.2 The Municipal shall also provide the Cooperative copies of such additional
supporting data as the Cooperative may reasonably •uest at the Cooperative's
expense, including metering data that reflects kilow -, ;*urs sold but, pursuant to Minn.
Stat. § 13.685, may not contain any data th yt� -'--�•uld i•' any customer (e.g., by
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name, address, phone, or social security; ber). Except a-/- ecifically provided in
this Article 2, no other payments shall be dut'ifor thetra D//nsfer o s; Affected Areas
/i� sy ¢
under the terms of this Agreement Any dispute 9;tcerning amounts due under this
Article 2 shall be governed by Article 7 of tht ,greeme tf
j.
2.8 Area 1 Tie Line The Parties 0-kir4wledge and agree that they will
separately negotiate in good faith and entO an interconnection agreement, to address
(a) the Cooperative's interconnection with the''Niunicipal's system due to the deferral of
the tie line in Area 1, (b) the interconnectior(required to serve as backup for Area 2 until
the Transfer Date for Area 2, and (c) emergency interconnections. The Parties
anticipate that the interconnection agreement will also address metering, SCADA,
coordination with each Party's power supplier, the conditions to initiate construction of
the deferred tie line, mutual operating guidelines, and such other topics as the Parties
deem prudent or advisable. Prior to the Transfer Date of Area 1, an agreement needs
to be in place to cover as a minimum, (a) the Cooperative's interconnection with the
Municipal's system due to the deferral of the tie line in Area 1, and (b) the conditions
under which the Cooperative may give notice to the Municipal to initiate construction of
the deferred tie line.
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Article 3: Filings
3.1 In connection with the transfer of electric service rights for an Affected
Area pursuant to Article 1, the Cooperative consents and authorizes and the Municipal
agrees that the Municipal shall file the Parties' joint request, under Minn. Stat. §
216B.39, subd. 3, legally describing and depicting the ted Area(s), and requesting
that the Minnesota Public Utilities Commission ("..(0: ") modify the service territory
boundary and recognize the service territory trar'`er. ®` - and a copy thereof shall
be provided by the Municipal to the Coop jive not less than t.410) days before filing
with the MPUC. Unless required more of(n by lar , the Munici � �y make such
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filings on an annual basis. If th/ service territory boundary modifica ion procedure
described in this Section materially chi roes in the'law, the Parties will follow the
process provided by„law, /,
3.3 If the MPUC, Department of vo'mmerce, the Office of Energy Security, or
any other person raises any question,/car challenges any provision of this Agreement, a
service territory transfer:.-.conterrXplated under this Agreement, or the due performance
thereof, the Parties shall each, at their,own expense, exercise any and all lawful efforts
reasonable and'necessary to ;respond to said questions and to assure the transfer of
service territory. If for any reason the MPUC refuses to recognize any service territory
transfer described in Article 1, the Cooperative shall return any payments made by the
Municipal pursuant to Article 2, upon demand by the Municipal.
3.4 The Parties agree that Cooperative indebtedness to the Rural Utilities
Services or any other Cooperative lender or party (collectively "RUS") shall not prevent
the Parties' performing under this Agreement. To the extent that approval of RUS may
be necessary for completing the transfer of service rights under this Agreement,
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including release of any lien or interest in physical facilities to be transferred to the
Municipal, the Cooperative shall promptly seek such approval, exercising all reasonable
efforts and due diligence. To the extent that RUS delays, denies, or objects to the
Parties' performing under this Agreement, the Cooperative will use its best efforts to
resolve any such issues.
Article 4: Re•resentations a.:... .:.arranties
4.1 The Municipal and the Coopera`V- he n:�, mutually represent and
warrant, each to the other, as follows:
(a) Each is duly organized and existing in goo, standing u �the laws of the
State of Minnesota and each has all requisite power and authority to own, lease and
operate its electric service facilities;
(b) Each has the:power and authority to; execute, deliver and carry out the
terms and provisions of this Agreement and has taken all the necessary corporate
action to authorize the execution, delive:,ry and performance of this Agreement; and
(G)'. This Agreement constitutes a valid and binding obligation of each Party
enforceable in accordance with its terms.
.,,,,Article 5: ;:;Mutual Waiver and Release of Claims
5.1 The Parties do hereby each unconditionally release and waive any and all
claims, known or unknown, which they may now have or have in the future arising from
any action or omission of the Parties or any fact or circumstance first occurring prior to
the date hereof, whether or not continuing in nature, which relate to or arise from the
right of either Party to provide electric service to any particular third party, area, facility
or site by reason of the electric service territory laws of the State of Minnesota, now or
hereafter in effect, or any prior agreement of the parties, oral or written. Provided,
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however, the foregoing provisions of this Article 5 do not waive or release any claim
either party may have for any breach of any covenants or any misrepresentations
contained in this Agreement.
5.2 The Municipal does hereby agree to indemnify and hold harmless the
Cooperative from all costs and damages arising from �// and every claim made by
any third party against the Cooperative arising �,0 r related to the transactions
Y P Y g p �% "ii,
'2
p by g /d g ' asonable costs and fees
described or contemplated b this A reement;;�in Odin :�-� -
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of legal counsel incurred in the defense thereof.
5.3 The Cooperative does hereby'4w a to indemnify an:-6:5:,,d mnif harmless the
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Municipal from all costs and damages arising froi'n,, ch and every claim by any
third party against the Municipal arising from,or related j he transactions described or
contemplated by this Agreement, including tlOtrOsdnable costs and fees of legal
counsel incurred in the;defense;thereof
Article 6 Term and Siape of Agreement
1,. The effective date of this <Agreement is the date upon which the
Agreement has been signed by both of the Parties. Unless mutually agreed otherwise
by the Parties In writing, the term of this Agreement shall be a period of ten (10) years
from the effective date of the Agreement, provided, however, that the terms of
compensation in Article II shall only apply to any Affected Area transferred within five (5)
years after the Transfer Date of Area 1, and thereafter the Parties may renegotiate
compensation terms.
6.2 This Agreement (including recitals and exhibits hereto) constitutes the
entire Agreement and, with respect to the Affected Areas, supersedes all prior
agreements and understandings, oral and written, between the Parties hereto. In the
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event of a conflict between an exhibit and the terms of this Agreement, the Agreement
shall govern.
6.4 The Parties acknowledge that this Agreement is the result of arms length
negotiations between the Parties, each taking into consideration the costs and risks of
litigation otherwise required to resolve the matters addr-:: ed in this Agreement. This
�jAgreement does not reflect the position of eith ,, Party as to the appropriate
application of the law determining electric servi terrrt• j�ights or compensation in
such matters. For any electric serviceararritory matters 11 -en the Parties not
governed by this Agreement, the Agreement" shall knot act a "",-cedent in the
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determination of compensation, if,y,r*4e due
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Article 7: Alt°ernatiiie<Dispute Resolution
" r
7.1 In the evhMat a dispute arises between the Parties as to the
interpretation or performance of this Agreement, then upon written request of either
Of'
Party, representatives with.,s ttletffent;authority for each Party shall meet in person and
confer in good faith"to reso(vd' he dis ute . If the Parties are unable to resolve the
dispute, they shall make every effort/to settle the dispute through mediation or other
alternative dispute resolution methods. If the Parties are unable to resolve the dispute
through these methods, e.,jtner Party may commence an action either in the District
Court of the county in which the service territory is located or in the Public Utilities
Commission. The Transfer Date is not affected by any dispute or action to determine
compensation.
Article 8: General Terms and Conditions
8.1 Any notice permitted or required by this Agreement shall be made in
writing by letter, electronic mail, personal service, facsimile, or other documentary form
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and shall be deemed given upon actual receipt by the Party to which such notice is
given. The address for notice to each Party is as follows (as may be later changed by a
Party by proper notice):
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If to the Municipal: If, ' •operative:
Elk River Municipal Utilities C•'°`exus rgy
Attn: General Manager Presiders;Chief Executive Officer
13069 Orono Parkway ,�/ f#14601 Ramsey levard
P.O. Box 430 , Ramsey,
� Minneso°�5303
Elk River, MN 55330
Phone: 763.441.2020 F' % � ,
Fax: 763.441.8099
8.2 This Agreement will inure td ;ebe; nefit o;the Parties hereto and shall be
,, •%,,.
binding on them and their; respective legal rpresr ntatives, successors and assigns.
:ti� /. iii:
Provided, however, neither Party hereto ,ti.1�y assign any of its rights herein to any
person without the prior written consent of the i er Party.
3 Each of the Parties;;acknowt€' ges that the adjustment of electric service
territory boundaries provided for herein is unique in that neither Party will have an
adequate remedy at law if the other Party fails to perform any of its obligations
hereunder. In such event, either Party shall have the right, in addition to any other
rights it may have, to petition for and obtain specific performance of this Agreement in
the District Court for the county in which the service territory is located.
8.4 This Agreement may be amended only in writing, signed by each of the
Parties.
8.5 The Parties agree that they participated equally in, and are jointly
responsible for, the drafting of this Agreement. In the event of any dispute, any
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ambiguity in this Agreement shall not be construed against either Party. Headings are
for convenience and are not a part of this Agreement.
8.6 This Agreement may be executed in counterpart copies by the Parties and
each counterpart, when taken together with the other, shall be deemed one and the
same executed Agreement.
8.7 By executing this Agreement, the Pa - nowledge that they: (a) enter
into this Agreement knowingly, voluntarily and,,:;/=ly; (• had an opportunity to
consult an attorney before signing this , g ment; and (c) e- , not relied upon any
representation or statement not set forth herein ,F
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IN WITNESS WHEREOF,the Parties hav > used this Agreement to be duly
executed as of the date first above vt►rrtter %�,,,
CONNEXUS ENERGY
By
Its
and
By
Its
ELK RIVER MUNICIPAL UTILITIES
By
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Its
and
By
Its
/j%/
ter :.
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