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Home My WebLink About01- Montana League of Cities; Electric Power Supply - Agency Agreement . " AGENCY AGREEMENT This agency agreement ("Agreement") is made and entered into effective on the 26 day of ~oyembe~, 2001 ("Effective Date"), by and betwcen Montana League of Cities and Towns, Inc., a Montana non profit corporation (the "League") and Bozeman _._' a Montana municipality ("Municipality"). Recitals A. Municipality and the League entered into that certain Letter of Intent to Enter into Agency Agreement for Electric Powcr Supply ("Letter ofIntent"), whereby Municipality (I) designated the League as Municipality's exclusive agent for purposes of acquiring electric power supply to serve selected accounts and loads of Municipality for the July 1, 2000 through June 30, 2002 tClm, (2) agreed to enter into a final contract with the League confirming the agency relationship, and (3) authorized the Leaguc to seek powcr supply proposals and enter power supply contracts with commodity suppliers upon a demonstration of power supply cost savings to Municipality. B. Tilt: League and Municipality also cntt:n::d into that certain :\g0nc)" Agre(~!11el1t and Agreement for Purchase of Electric Power Supply ("2000-02 Power Purchase Agreement"), which shall expire on June 30, 2002. C. By entering into this Agency Agreement, Municipality and the League desire to continue their agency relationship for future power purchases, designate the League as Municipality's exclusive agent for purposes of acquiring electric power supply to serve selected accounts and loads of Municipality for future power purchases, and specifically authorize the League to solicit power supply proposals and negotiate and execute power supply contracts with commodity suppliers upon a demonstration of power supply cost savings to Municipality for future power purchases. NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: Agreement I. RS;iignation of The Leaf,(ue as Agent of Municipalitv. Municipality hereby designates the League as its exclusive agent for purposes of acquiring electric power supply to serve selected accounts and loads of Municipality ("Agency"). 2. Lerm of Agency. The term of the Agency between the League and Municipality shall commence as of the Effective Date and shall continue until the Agency is revoked by Municipality or withdrawn by the Lcague by providing the othcr party with thirty (30) days' written notice of such termination ("Term of Agency"). 3. JJl~1&glgl!~'.~- Obligations During T,S:rm of Agency. During the Term of Agency, the League is obligatcd to: A. be licensed by the Montana Public Service Commission ("PSC") to market electricity to Municipality; B. act as the electric power supply procurement agent for Municipality; C. seek and solicit power supply proposals and enter into power supply negotiations on behalf of Municipality to serve identified loads; D. enter into powcr supply contracts with commodity suppliers based upon a demonstration ofpowcr supply cost savings as determined by the Lcague's power supply selection team, which includes representativcs of selected participating Cities and Towns; 505.()()"1!9358~ . .... E- perform or contract for the provision of firm electricity supplies delivered to the Montana Power Company ("MPC") distribution system on behalf of and for the account of Municipality; F. submit any and all Customer Enrollment Forms to Montana Power Company that may be necessary to complete the transaction; and G. any and all such other obligations as mutually agreed to by the Parties. 4. )\1unicipalitv's Dl>ligations During Term of Agt;:!1fY. During the Teon of the Agency, Municipality is obligated to: A. work exclusively with the League to purchase power supply for designated meters and accounts; B. pay a pro rata share of the administrative fees, including consulting and legal fees, incurred by the League to perform the League's obligations as set forth in Section 3 o[this Agreement based on the electric usage (kwh) ofpartiLipating Cities and Towns; C. enter power supply and purchase agreements which enable the League to obtain power supplies from commodity suppliers on behalf of and for the account of Municipality to serve the power supply requirements of identified accounts of Municipality; D. pay all accounts receivable due from the selected commodity supplier and from MPC, if any, in a timely manner and pursuant to the terms and conditions ofthelinal power sales agreement; E. indemnify and hold the League harmless for all liability arising from or related to the League's negotiations or purchase of electricity on behalf of and for the account of Municipality; F. any and all such other obligations as mutually agreed to by the Parties. 5. Nece.$$arv A~lthorizatigns. Each Party represents that it has all necessary corporate, legal and other authority, including regulatory approval, to enter into this Agreement, and to perfornl each and every duty and obligation imposed in this Agreement, and that this Agreement, when executed by the duly authorized representatives of each Party, represents a valid, binding and enforceable legal obligation of each Party. Neither PaJty to th is Agreement sball be required to investigate the authority of the person executing this Agrecment as a condition to enforcing the tenns of this Agreement. 6. Assi "nment. This Agreement shall be binding upon and shall inure to the bendit of, and may be ~",.,- perfOl111ed by, the successors and assigns ofthe Parties, except that, no assignment, pledge, or other transfer of this Agrcement by either Party shall operate to release the assignor, pledge, or transferor from any of its obligations under this Agreement unless: (a) the other Party consents in writing to such assignment, pledge, or transfer and releases, in writing, the assignor, pledge or, or transferor from any of its obligations hereunder; (b) the assignment, pledge, or other transfer is to an Affiliate ofthe assignor, pledgor, or transferor and tbc assignee, pledgee, or transfcree assumes, in writing, all of the obligations of the assignor, pledgor, or transferor under this Agreement, provided that such assignee, pledgee, or transferee demonstrates financial capacity at least equal to that of the assignor, pledgor, or transferor; or (c) such transfer is incident to a merger or consolidation with, or transfer of all, or substantially all, of the assets ofthe transferor to another person, business, joint venture, trust, corporation, company, governmental body or entity which shall as a part of such succession, assume all of the obligations of the assignor, pledgor, or transferor under this Agreement. Either Party may assign its rights to receive payment under this Agreement without having to first obtain the consent of the other Party. Neither Party may assign, pledge or otherwise transfer its rights under this Agreement to any othcr entity without the consent of the other Party, which consent shall not be umcasonably wjthheld. 505.003/93584 # ~ 7. Notices. Any notice, demand, request, payment, statement, or correspondence provided for in this Agreement, or any notice which a Party may desire to give to the other, shall be in writing (unless otherwise provided) and shall be considered duly delivered when received by mail, facsimile, wire or overnight courier, at thc addresses listed below: III III (i) To the League: A lec Hansen Montana League of Cities and Towns, Inc. 208 North Montana Avenue Helena, Montana, 5960; Phone: (406) 442-8768 Fax: (406) 442-9231 Tom Schneider Schneider Consulting Services, Inc. 513 First Street Helena, Montana, 5960 I Phone: (406) 442-6464 Fax: (406) 442-6558 (please call first) (ii) To Municipality: 8. Mi~c.ellaneous- 8.1 Governing Law. The interpretation and perfonnance of this Agreement shall be governed by and construed in accordance with the laws of the State of Montana without regard to principles of conniet of laws, and venue shall be in Lewis and Clark County, Montana. 8.2 Entire Agreement. This Agreement, together with all exhibits and schedules attached hereto, if any, constitutcs the entire agreement between the Parties relating to the subject matter hereof and supersedes any other agreements, written or oral, between the Parties concerning such subject matter. 8.3 No Waiver. No waiver by either Party of any default of the other Pm1y under this Agreement shall operate as a waiver of a future default whether of a like or different character. 8.4 Amendments. No amendment of the terms and provisions of this Agreement shall be or become effective except by written amendment executcd by the Parties. 8.5 Severabi.lity. Should any provision of this Agreement for any reason be declared invalid or unenforceable by final and applicable order of any court or regulatory body having jurisdiction, su(;h decision shall not affed the validity of the remaining portions, and the remaining portions shall remain in effect as if this Agreement had been executed without the invalid portion. In the evcnt any provision of this Agreement is declared invalid, the Parties shall promptly renegotiate to restore this Agreement as near as possible to its original intent and effect. 505,OO3NJ581 ..__.___.u /' .. , ' 8,6 Survival. The provisions of this Agreement concerning payment and indemnification shall survive the termination or expiration of this Agreement 8,7 Counterparts. 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 effect as an original instrument, notwithstanding that both Parties may not be signatories to the same original or the same counterpart. 8.8 Constmctio!2. The Agreement shall not be construed against anyone party for having drafted it. 8.9 Conmliance with [ERC and PSc. The Parties agree that in perf0l111anCe of this Agreement they shall comply with all FERC and PCS mles and regulations, and should any provision of this Agreement conflict with any FERC or PSC rules and regulations, the Parties shall comply with theFERC or PSC rules and regulations. IN WITNESS WHEREOF, the Parties have executed this Agreemcnt effective as of the date first written above, MONTANA LEAGUE OF CITIES ANO-TOWNS'; INC. By: \l .. ... _.wi.... -.... -- - Alec Hansen, Executive Director MUNICIPALITY: BOZEMAN .-.., .... --....-.- CITY/TOWN BY:-=:::c't:~,------,,-_. ---,._,-'- Name: _,Clarkjl. Johns.Q.~_.m.__._ Title: __ Ci ty .Manage(, --..------, 505.003/93584