HomeMy WebLinkAboutAgency Agreement between City of Evanston and Northwestern University for Purchase of Natural Gas from Twin Eagle Resource ManagementAGENCY AGREEMENT
City of Evanston and Northwestern University
The City of Evanston ("the City" or "Principal), does hereby appoint Northwestern
University (`°Northwestern" or "Appointed Agent"), as its agent and attorney in connection with
transactions under the Base Contract for Sale and Purchase of Natural Gas dated April 2,0, 2011
between Principal and Twin Eagle Resource Management, LLC ("Twin Eagle'), in accordance
with the following terms;
1. The City and Northwestern have each individually contracted with Twin Eagle for the
purchase of natural gas pursuant to separate Base Contracts for Sale and Purchase of Natural Gas
(each, a "Supply Agreement"). Historically, Northwestern has enjoyed favorable pricing for its
natural gas because of the high volume of natural gas that Northwestern buys. Now, the City and
Northwestern desire that the City be able to secure natural gas at prices that Northwestern
obtains. The City and Northwestern therefore enter into this Agency Agreement to further that
objective.
2. The City shall (i) determine the amount of natural gas it needs to buy from Twin Eagle; (ii)
timely communicate the City's natural gas supply requirements to Northwestern as the City's
Appointed Agent; and (iii) perform all the City's obligations and requirements under the City's
Supply Agreement (including the requirement to pay for the natural -gas the City purchases).
3. Northwestern as Appointed Agent shall place natural gas purchase and sale transactions for
the City's natural gas supply requirements (as notified pursuant to Section 2) with Twin Energy
in accordance with the procedures and process used by Northwestern in placing similar orders
for Northwestern's natural gas supply requirements under Northwestern's Supply Agreement.
Northwestern, as Appointed Agent, agrees to be identified as the appropriate authorized contact
for Commercial, Scheduling and Transaction Confirmations, as set forth in the City's Supply
Agreement.
4. To the extent permitted by law, the City shall indemnify and hold harmless Northwestern
and its affiliates and related entities, trustees, directors, officers, employees and agents from
and against any and all claims, demands, suits, judgments, penalties and costs and any liability
imposed by law arising from Northwestern's activities under this Agency Agreement, other
than any such claims, demands, suits, judgments, penalties, costs or liability arising from
Northwestern's gross negligence or willful misconduct.
5. The City releases and Bolds Northwestern harmless from and against any claim of loss
associated with Northwestern's decisions for the purchase of natural gas under the City's Supply
Agreement, including decisions regarding what price is acceptable for the purchase of natural
gas. In addition, Northwestern makes no representations or warranties to the City regarding
Northwestern's services as Appointed Agent, or that the City will realize cost savings by
submitting the City's natural gas supply requirements through Northwestern as the City's
Appointed Agent.
M20S47,
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6. Except as required by law or as necessary to schedule the purchase and sale of gas with Twin
Eagle, Appointed Agent agrees to keep confidential any Principal information (usage, billing,
and credit information) obtained from LDC or Principal. Except as necessary to schedule the
purchase and sale of gas with Twin Eagle, this information shall not be disclosed to any person,
unless otherwise authorized by the Principal in writing. Any other customer information,
including but not limited to account numbers (and any passwords used, if applicable), telephone
numbers and service addresses, shall also be kept confidential and not disclosed to any person
(other than the Principal or Twin Eagle), unless otherwise authorized in writing by the Principal.
7. This Agency Agreement shall be effective as of April 27, 2011, through October 31, 2013.
This Agency Agreement may be extended by written agreement between the City and
Northwestern. This Agency Agreement shall be governed by the laws of the State of Illinois.
9. Principal designates the following persons as contact persons:
(hill name and title of contact person): David Stoneback, Utilities Director
(contact person's address): Evanston Water Utility, 555 Lincoln St.,- Evanston, IL 60201
(contact person's work phone number): (847) 448-8213
(contact person's fax number): (847) 475-8851
(contact person's E-mail address):
Dated: A7c-z-k� 27
Principal:
CITY OF EVANSTON
dstonebackO,citvofevanston.org
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By: k
Name: Wally Bob ' wicz `
Title: City Manager
Annoint9d Agent:
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Name: Eug S. unshine `
Title: Senior ce President for Business & Finance
Approved as to foam:
W. Grant Farrar
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ACKNOWLEDGED AND ACCEPTED BY:
TWIN EAGLE RESOURSE MANAGEMENT, LLC
By:
Name: �-- 7 � D9"
Title: _fjjjV, N'•1 41�s
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