HomeMy WebLinkAbout01- Montana League of Cities and towns Agency Agreement
,
ACENCY AGREEMENT
This agency agn:ement ("Agreement") is made and entcred into effective on the .2.6, day of
_J'i.ov~rrlber_" 200 I ("Effi:ctive Date"), by and hetween Montana League of Citil's and Towns. lne" a Montana
non profit corporation (the "League") and ._Bozeman_ ,_, a Montana mUl1lcipality ("Municipality"),
Retitals
A. Municipality and the League entered into that certain Letter 01" Intent to r:nter iuto Agency
Agreellll~nt for Electric Power Supply ("Letter of Intent") , when:hy Municipality (I) designated the League as
Municipality's exclusive agent f()!- purposes of acquiring electric power supply to serve selected accounts and loads
of Municipality for the .July 1,2000 through June ,:;0, 2002 tenn, (2) agreed to enter into a fInal contract with the
League confirming the agency relationship, and (3) authori7.ed the I ,eague to seck power supply proposals and enter
power supply contracts with c.otlllTlodity suppliers upon a demonstration of power supply cost savings to
Municipality,
[i, -~'lH": .,cagu\., ,Hid j\,';I..di;i,;ii.J~~:it) i.'i:::-;~: i.:~~:~L.~',d ~:'<c: tl-,~',~ ~::'::'~"~~1,i:: /\;;:'";-,.cy :\~:I.!..':".':,l~I-'Ct ~,!:~rI ,^?,r:_'~'I')f'ld. !~,~r
Purchase of Llcctric Power Supply ("2000-02 Power purchase !\grec~ment"), which shall expil'e 011 June 30, 2002,
C 13y entering into this Agency Agreement, Municipality and the League desire to continue thl'ir
agency relationship for future power purchases, designate the League as Municipality's exclusive at',l'nl ji)!' purposes
of acquiring electric power supply to serve selected accounts and loaus of Municipality for future power pnrchases.
and specifically allthori/,e the League to solicit power supply proposals cllld l1l'gotiatc cllld cxecute power supply
conlracts with conunmlity suppliers upon a demonstration ol'power supply cost savings to Municipality I'or l'utlll'C'
power purchases.
NOW TIIEREFORI~, in consideration of'the mutual covenants and pnllnisL~s contained herein, the Par-tics
agree as follows:
A () rcemcn t
,.,
1. pes~ltiol.L!)l"Ul!~,J,cag!.le as Ap,cnL!..>Jt\1unicipclljJ.Y. Municipality hereby designates the I ,l~aguc ilS its
exclusive agent f'or purposes of acquiring electric power supply to serve selected accounts aud loads of MUllicip;t1ity
(" Agency")
2. '[~[lnD1Age,Q9:'. The term ol'the Agency betwcen the Leaguc and Mnnicipality shall commence as of'tlle
Eff'ective Date and shall continuc until the Agency is revoked by Municipality or withdrawn hy the l,eague hy
providing the other jXlrty with thirty (30) days' written notice of such termination ("Term of Agency"),
,1, :rJ1C I s.ague ',~_Q])lL:~atiollsJ)lll:i!.llL'lelJ.1.lJ) Cl\gency, During the Term of' Agency, the League is ohlig)lted
to:
;\, be licensed by the Montana Public Servicc Commission C'PSC") to market electricity to
Municipality;
H act as the electric power supply procuremcnt agent Ii)!' Municipality;
C. seck and solicit power supply proposals and enter into power supply negotiations on behalf' of
Municipality to serve identilled loads;
D enter into power supply contracts \vith commodity suppliet's based upon a demonstration of power
supply cost savings as dclenllinl'd by the League's power supply selectionleam, which includes
reprcsentat i ves of se 1cckd participat ing C it iI'S and Towns;
j()~ JJ(Hiir\....:-:;,!
L, pl.;rfiJrnl or I.;ontract for tlK provision of firm electricity supplies delivered 10 the Montana Power
CO\llpaIlY ("MPC") distribution system Oil bdlal f of and fi)r the account of Municipality
1'. submit any and all Cnstorner Enrollment l;or!ns to Montana POWlT Compall)' that may be
ntTl'ssary to complete the transaction; and
C;, any and all such other obligations as mutually agrL~cd to by the Parties,
4 M unjs:.!p,llj!y: s Obi ig.'o!.tions DurirH!, 'lC:rnlof A CP)~y, During the Term of the Agency, Municipality is
obligated to:
A work exclusively with thl.; League 10 purchase power supply f\)l' desig,llaled meters and acconuts;
13, pay a pro rata share of thc administrative fcl.;s, including consulting, and lcgal tees, incurrcd by the
League to perlt){'mthe Leagul.;'s obligations as set forth in Section 3 of this Agreement based on
1.I1C cl~ctric usage (k\vh) \)rpdrtil,;pdtjn~':, (\ii~,:) ("iiid TC;'.\T~~;,
C. enter power supply and pnrchasl.; agrL'L'l1\ents which enable thL~ League io obtain powl.;r sllpplil~s
fi-om comnwdity suppliers on bl.;h;tlf of and it)r the account of MlInicip,tlity to serve thl.; power
snpply rl.;quilTlTlents of identifil.;d aCUHItl1s of Municipality;
D. pay all acconnts reCl~ivable dnl.; from the sl~lectl.;d comlllodity Sllpplier and j"rolTl MPC, if any, in a
timely lmmnl.;r ami pursuant to thl.; krms aild conditions of the final power sales agre,cmenl;
E, indemnify and hold the Lcague harmless lilr all liability arising from or related to thl~ 1 ,l~ague's
negotiations or pllrch,lsc of electricity on bdwlf of and lilr the ,'Iccoun( 01' Municipality:
F. allY and all such other obligatiolls ,IS mutually agreed to by the Parties.
), Uee~<;;0aJWl!1bQri:tJ!t:ions, Each Party represents thilt it has allllecessary corporate, legal and othl'r
authority, including ITgulatory approval, to entn into this .'\greemcnt, and to perfilI'm each and every duty and
obligation imposl.;d in this Agreement, and that this Agreement, when e\ccuted by the duly authori:tNI
representativcs of each Party, represents a valid, binding ,\lid enl'orceilble legal oblipatioll of eilch l';lrty, Neither
Party to this Agreement shall be rl'quired to investigalL' the authority of the person L'\eclIting this /\grlTlnent as a
condition to I.;nf(lrcing the terms of this Agreement
(j, A~,<;ig!lD1C!l!, This AgJTement shall be binding upou and shall inure to the bendlt of, alld Illay hI.;
performed hy, the successors and assigns orthl.; Partil~s, e\cept that, no assignment, pledge, or othn transfer of this
AglTement by either Pmty shall operate to release the assignor, pledge, or transferor from any of its obligations
1I,,,:kr this Agreement unkss: (a) the other Party consents in writing to such assignment, pledge, or transkr and
rekases, in writing, the assignor, pledgl.; or, or transferor trom any of ItS obllgmions i\ereulider; (hi ,he; ",;sl:o;,.i1i:"';it,
pledgl.;, or othn transfer is to an Artlliate ofthe assignor, pledgor, or transferor and thc assignee, pkdgee, 01'
transferee assumes, in writing, all of the obligat ions of the assignor, pkdgor, or transkror lIndn this Agreement,
providcd that such assignel.;, pkdgee, or tnlnsfcree lkJ)lons(ratL~s J-lnancial c,qlacity at least eCjllal to that of the
assignor, pkdgor, or transferor; or (c) such transfer is incident to a merger or consolidatioll with, or transfer of all, or
substantially all, of the assets oftlw transtcror to anothcr pcrson, businl.;ss, joint VUlture, trust, corporation,
company, governmental body or entity whieh shall as a part of such succession, aSSllml~ all oj" the obligations of the
assignor, pkdgor, or transICror under this Agreement.
Lither Party may assign its rights to ITceih' p~l:l1ll~nt under this Agreement without having to first obtain
thc cOllsent of the othcr Party, Ncithl.;r Party may assign, pledge or otherwise lrclllsfer its rights under this
Agreenwnt to any other entity withollt the consent of the nther Party, which conSl'111 shall not he unreasonably
withhdd
)(ljO(l'Ii'H'X-1
7, Notices. Any notice, demand, rc~quest, paymcnt, statement, or correspondence provided for in this
Agreetnent, or any uotice which a Party lllay desire to give to the olher, shall be in writing (unless otherwise
provided) aud shall be cousidered duly delivered when received by mail, Elcsill1ile, wire or overnight courier, ,rt the
addresses listed below:
1'1
II
III
( i) To the I,eague:
Alec lIansell
Montana l.eague of Cities and Towns, Inc,
208 North Montana A venue:
1 h: lend., iv10i'ilLina, 5 ~)60 ;
Phone: (40(j) '142-X768 Fax: (40Ci) 442-923 1
Tom Schneider
Schneider Consulting Services. lnc,
:) 13 hrst Streel
I !elena, Montana, 59(iO I
Phone: (40(j) 442-(Ji\ 64 1'<1:\: (A06) 4'12..6))X (pleche call fIrst)
(i i) To Municipality:
X Miscellane()L1~,
X.I Gov~rn~Law. The interprelation aud performance orthis Agreement shall be governed by and
construed in accordance with the laws of the Statc or Montana without regard 10 principles or couflict of laws, and
veuue shall be iu Lcwis and Clark County, Montana,
X-' E!ltireA~e!neill, This Agreement, together with all exhibits and schedules allaehed hCTclo, if
t ..:.- any, const ilutes the ent ire agreenlent bel ween the Parties relating to the subject mailer hereor and snpcTsedcs any
(lther agrec'lnents, written or oraL between the Par1ies concerning such subjc'ct miltter.
X' No Waiver. No waiver by either Party of any dcf~ru\l ofthe other Party under this Agreel1ll~lIt shall
,.) operate as a waiver of a ruture ddilult whether of a like or different character.
8.4 6,rnendl!1cr\l:i., No amendment of the terms and provisions of tlris Agreenlent shall he or become
e1T(.'ct ive e>:cept by written amendment executed by the Parties.
8,) SeYl~qQiUty, Should any provision of this Agreement li)r any reason be declared inval id or
unen forceabJe by IInal and applicable order of any court or regulatory body having jurisdiction, such decision shall
not affect the validity of the remaining portions, and the remaining portions shal1 remain in effc'ct as iCthis
Agreement hml been e>:ecuted without the invalid portion In the event any provision of this Agrcen1l'llt is declared
invalid, the Parties shall promptly renegotiate to restore thi, :\greernent as near as possible to its original intent and
effect.
~l(h .o() ~/!n -;g.'\
.
X(i ~~lryivaJ, The provisions o1'this /\greement concerning payment and indelnnillcation sh;dl snrvive
the termination or expiration oUh is Agreement.
X,7 Counl<:;l-parts, This Agreement may be executed in several counterparts, and all such counterparts
shall constitute one Agreement binding on both Parties hereto and shall have the same force and elTecl as an original
instrument, notwithstanding that both Parties lllay not be signatories to the saIne original or the saml~ counterpart.
8X ,C()nstrlletion_ The Agreement shall not be construed against anyone pint)' for having dralted it.
X') Cill!ll},lia!1(:;e with I'WZC' and~SC The Parties ag_ree that in performance of this Agreement they
shall comply with all FERC and PCS rules and regulations, and should any provision of this Agreement conflict
with any I'E:RC or PSC rules and regulations, the Parties shall comply with the l'ERC or I'SC rult's and n:L-,lllat ions,
IN WITNESS WIlER EOF, the l'i1r( ies have cxecutl~d th is Agreement clrect ive a:; of the date lirst written abow:,
MONTANA LJ<:A<;UJ': OF CTrn:S ANi) TO~i~S, iNC.
Hy-_\L .a ~_._._~ ~.... - -
Alec Hansen, l~xeeutive Director
Ml.lNJCIPAI,ITV. BOZEMAN
..--.. -,-
CITY/TOWN
By. \, ~ -.::....:- ' "'" ..------:-_
Nall1l~: _Qa rk_l_" ,Johnson ,-- ----
Title: _Dty __~lanager_ --...
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