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Shared, Emergency Substation Agreement <br />Between Elk River Municipal Utilities & Wright - <br />Hennepin Cooperative Electric Association <br />This agreement dated is between Elk River Municipal Utilities ("ERMU") and <br />Wright-Hennepin Cooperative Electric Association ("W-H"). ERMU and W-H are referred to <br />herein individually as "Party" and collectively as "Parties". <br />WHEREAS, ERMU has constructed a distribution substation, known as Otsego Distribution <br />Substation directly adjacent to W-H Otsego Substation. Otsego Distribution Substation is located <br />on a parcel of land, located within: <br />Part of the Southwest Quarter of the Southwest Quarter (SW %-SW '/<) of Section 31, <br />Township 34 Range 28, all in Wright County, Minnesota, the complete legal description <br />of which is to be accurately described by survey. <br />WHEREAS, ERMU and W-H desire to provide emergency transformer backup service to each <br />other at the Otsego Distribution Substation, and <br />WHEREAS, the Parties agree to cooperate and execute their respective obligations and <br />responsibilities under this Agreement in good faith. <br />Now therefore, in consideration of the mutual representations, covenants, and agreements <br />hereinafter set forth, and intending to be legally bound hereby, the Parties agree as follows: <br />1. Backup Service <br />Each Party shall make a reasonable good-faith effort to provide emergency transformer <br />backup service to the other Party as needed. <br />2. Ownership <br />Exhibits A & B depict ownership details of the Tie equipment. <br />3. Continuity of Service. <br />Unless otherwise mutually agreed to by the Parties, each Party shall provide emergency <br />transformer backup service to the other Party as per the following conditions: <br />a) Each Party or its agent shall perform the routine and emergency maintenance <br />necessary to maintain the distribution facilities and/or equipment under its <br />ownership in accordance with Good Utility Practice and subject to the applicable <br />requirements of the control area operator, and/or any governing or regulatory <br />entity. <br />b) Emergency transformer backup service may be requested due to uncontrollable <br />forces, which, by exercise of due diligence and foresight, could not reasonably <br />have been avoided. The term "uncontrollable force" shall be deemed to mean <br />any cause beyond the control of the Party affected, including, but not limited to, <br />failure of facilities, flood, earthquake, storm, fire, lightning, epidemic, war, terrorist <br />act, riot, civil disturbance, labor disturbance, sabotage, and restraint by court or <br />