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Agreement to Transfer Election Share <br />THIS AGREEMENT is executed by and among the City of Elk River, Minnesota -Elk <br />River Municipal Utilities, the City of Granite Falls, Minnesota, the City of Independence, <br />Iowa -Independence Light and Power, the City of Mountain Lake, Minnesota - <br />Mountain Lake Municipal Utilities, the City of Sleepy Eye, Minnesota -Sleepy Eye <br />Public Utilities, and the City of Springfield, Minnesota -Springfield Public Utilities <br />Commission, (the foregoing, collectively, the "Acquiring Cities"); the City of Delano, <br />Minnesota -Delano Water, Light & Power Commission ("Delano"); and Central <br />Minnesota Municipal Power Agency ("CMMPA"). Capitalized terms used in this <br />preamble and in the recitals that follow have the meanings given in the preamble or in <br />Section 102 of this Agreement. <br />WHEREAS, Delano wishes to assign to the Acquiring Cities, and the Acquiring Cities <br />wish to accept assignment of and assume from Delano, the Transferred Rights on the <br />terms set forth in this Transfer Agreement; and <br />WHEREAS, pursuant to the terms of the CMMPA -Delano Development Project <br />Agreement, Delano's assignment or other disposition of the Transferred Rights is subject <br />to written consent of CMMPA and CMMPA is willing to consent to assignment in <br />accordance with. the terms of this Transfer Agreement; and <br />WHEREAS, the parties desire to enter into this Transfer Agreement to establish the terms <br />governing Delano's assignment to the Acquiring Cities of the Transferred Rights. <br />Now, THEREFORE, the parties hereto agree as follows: <br />1 <br />