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4. Participation AgreementsCity of Kalispell Post Office Box 1997 • Kalispell, Montana 59903-1997 • Telephone (406) 758-7700 • FAX (406) 758-7758 Fhe Honorable Mayor Boharski and City Council FROM: Susan Moyer, Community Development Chris A. Kukulski, City Manager SUBJECT: Participation Agreements With CenturyTel and Flathead Electric Coop MEETING DATE: February 7, 2000 BACKGROUND: Both Flathead Electric Coop and CenturyTel have agreed to participate in the Stream International Services Corp.'s incentive package by providing a second electrical and telephone entrances into the facility for an estimated value of $50,000 per entrance. Both the utility companies will provide the actual construction and materials for these entrances. Additionally, the two utility companies have agreed to provide $20,000 per year to cover employee education and training services over the ten-year term of the lease with the City. The intent of this training is to assist low -to -moderate income individuals and families advance their income levels to such a point they will no longer need weatherization assistance or have a delinquent bill because of low wages or lack of employment. The City is required to monitor compliance for assistance to low -to -moderate (LMI) income individuals and families during this same period as a result of funding through the Community Development Block Grant Economic Development it expects to receive for this project. Additionally, the loan of the UDAG Program Income funds must also meet the test of benefiting a minimum of 51% of LMI individuals and families. Because the City has this commitment of compliance with these requirements during the life of the lease, the Community Development Department has agreed to monitor compliance for Flathead Electric Coop and CenturyTel at the same time in an effort to simplify the process. RECOMMENDATION: The City Council authorize the City Manager to enter into separate agreements between Stream International Services Corp., the applicable utility company, and the City to perform the compliance monitoring requirements. FISCAL EFFECTS: None. This work will simply be merged into the normal administrative compliance activities of the department which are funded through UDAG Program Income dollars supporting the department staff. ALTERNATIVES: As suggested by the Council. Respectfully submitted, Susan Moyer, Community Development Chris A. Kukulski, City Manager of KaIISnell Post Office Box 1997 • Kalispell, Montana 59903-1997 • Telephone (406) 758-7700 - FAX (406) 758-7758 Fhe Honorable Mayor Boharski and City Council FROM: Susan Moyer, Community Development Chris A. Kukulski, City Manager SUBJECT: Participation Agreements With CenturyTel and Flathead Electric Coop MEETING DATE: February 7, 2000 BACKGROUND: Both Flathead Electric Coop and CenturyTel have agreed to participate in the Stream International Services Corp.'s incentive package by providing a second electrical and telephone entrances into the facility for an estimated value of $50,000 per entrance. Both the utility companies will provide the actual construction and materials for these entrances. Additionally, the two utility companies have agreed to provide $20,000 per year to cover employee education and training services over the ten-year term of the lease with the City. The intent of this training is to assist low -to -moderate income individuals and families advance their income levels to such a point they will no longer need weatherization assistance or have a delinquent bill because of low wages or lack of employment. The City is required to monitor compliance for assistance to low -to -moderate (LMI) income individuals and families during this same period as a result of funding through the Community Development Block Grant Economic Development it expects to receive for this project. Additionally, the loan of the UDAG Program Income funds must also meet the test of benefiting a minimum of 51 % of LMI individuals and families. Because the City has this commitment of compliance with these requirements during the life of the lease, the Community Development Department has agreed to monitor compliance for Flathead Electric Coop and CenturyTel at the same time in an effort to simplify the process. RECOMMENDATION: The City Council authorize the City Manager to enter into separate agreements between Stream International Services Corp., the applicable utility company, and the City to perform the compliance monitoring requirements. FISCAL EFFECTS: None. This work will simply be merged into the normal administrative compliance activities of the department which are funded through UDAG Program Income dollars supporting the department staff. ALTERNATIVES: As suggested by the Council. Respectfully submitted, �U Susan Moyer, Community Development Chris A. Kukulski, City Manager PARTICIPATION AGREEMENT This Participation Agreement, made and entered into this day of February, 2000, between CenturyTel of Montana Inc., an Oregon corporation, (CenturyTel), Stream International Services, Corp., a Delaware profit corporation, (Stream), and the City of Kalispell ("City"). WITNESSETH: WHEREAS, Montana Code Annotated, Title 7, Chapter 15, parts 42 and 443, as amended, authorizes the City of Kalispell to issue and sell its taxable tax increment Industrial Infra- structure Revenue Bonds for the purpose of financing all, or a portion of the cost of the acquisi- tion, construction and installation of urban renewal projects and related financing costs; and WHEREAS, the City pursuant to said code provision has established its Westside Urban Renewal District (hereinafter "District") and has provided for the segregation of tax increment derived therefrom as permitted by the Montana Code Annotated; and WHEREAS, pursuant to Flathead County Commissioners' Resolution #1346, Flathead County (hereinafter "County") created the Flathead County Community Development Department as a port authority ("Development Department") on July 26, 1999, and WHEREAS, the City and Development Department requested all interested firms and agencies to submit a proposal ("RFP") for the lease of a 50,000 square foot tract of land located in the Gateway West Mall area in the City, all in accordance of the provisions of Section 7-25-4263, MCA. The proposals were required to include information on the nature of the business to be conducted, organizational structure, key officers of the firm, a description of the ability of the firm to respond, financial strength and stability, and any specific requirements the firm may have for the leased space; and WHEREAS, pursuant to the City and Development Department's request on January 6, 2000, Stream submitted a project proposal to the City and Development Department specifying one of Stream's requirements for leasing the property was a $4,000,000.00 incentive package payable over a period of ten (10) years; and WHEREAS, the City and Development Department solicited community participation in the $4,000,000.00 incentive package requested by Stream; and WHEREAS, CenturyTel deeming Stream's proposal to be an economic advantage to their business, agreed to provide Stream $200,000.00 over a ten year period as a portion of the requested incentive package; and to provide a second entrance facility to the leased premises valued at $50,000.00. WHEREAS, the City and Stream will enter into a Location Development And Use Agreement ("User Agreement") delineating the rights and obligations of the City and Stream with respect to the project; and WHEREAS, the City, Stream and CenturyTel have agreed that this agreement will be attached as an exhibit to form a part of the User Agreement; and WHEREAS, Stream, CenturyTel, and the City have agreed that the $200,000.00 cash incentive contribution provided by CenturyTel should be administered by the City of Kalispell. NOW THEREFORE, Stream, City and CenturyTel each in consideration of the mutual covenants representations and agreements set forth herein and in the User Agreement mutually represent, covenant and agree as follows: Section 1. Definitions: 1.1 For all purposes of this agreement, unless otherwise expressed, the following terms shall have the meanings assigned to them: Agreement - means this Participation Agreement, including any amendment hereof or supple- ment hereto. City - means the City of Kalispell, Montana, or any successors to its functions under the User Agreement. CenturyTel - means CenturyTel of Montana, Inc., an Oregon corporation, its successors and assigns. Second Entrance Facility - means a redundant telecommunications facility extending from the nearest public street or right of way to the business premises of Stream. The location of the Second Entrance Facility shall be at CenturyTel's discretion. Stream - means Stream International Service Corp., a Delaware corporation, or its successors and assigns. User Agreement - means the Location, Development and User Agreement, including any amendment thereof, to which this agreement will become an exhibit. Section 2. CenturyTel's Obligations. 2.1 Initial Deposit. On or before March 8, 2000, or upon the signing of this agreement whichever is later, and on or before March 8th of each year thereafter, for a period totaling ten (10) years, CenturyTel agrees to deposit with the City the sum of $20,000.00. 2.2 Improvements. Upon thirty (30) days notice CenturyTel agrees to undertake those actions necessary to provide the Second Entrance Facility to the leased premises valued at $50,000.00. Section 3. Stream's Obligations. 3.1 Telecommunication Purchase. During the initial term of the lease described in the User Agreement, Stream agrees that it will purchase all telecommunication services required in the conduct of its business from CenturyTel. 3.2 Fund Usage. Stream agrees that it will utilize the funds provided by CenturyTel solely for the purposes and upon the conditions provided for herein. 3.3 Access. Stream agrees to provide CenturyTel access to the premises for the purposes of performing CenturyTel's work. 3.4 Proceeds Distribution. Each $20,000.00 deposit shall be distributed to Stream solely for training (both initial and upgrading) Stream employees, and will be disbursed to Stream pursuant to Standards and Procedures promulgated by the City, and agreed to by Stream and 2 CenturyTel. Said funds may be utilized to reimburse Stream for funds they have expended for training employees. Section 4. City's Obligation. 4.1 Administration. The City hereby agrees, without charge, to administer all funds deposited with the City pursuant to the terms of this agreement. 4.2 Standards and Procedures. The City hereby agrees to promulgate a set of Standards and procedures (agreeable to both Stream and CenturyTel) for the distribution of funds deposited with the City pursuant to the terms of this agreement. 4.3 Access. City agrees to provide CenturyTel access to the premises for the purposes of performing CenturyTel's work. 4.4 Payments. The City agrees to expeditiously process all claims made pursuant to the terms of this agreement and in no event shall payment of a properly presented claim exceed 30 days. Section 5. Default and Remedies. 5.1 Events of Default Defined. The following shall be "events of default" under this agreement and the terms "events of default" and "default" shall mean whenever they are used in this agreement any one or more of the following events: (A) Failure of CenturyTel to make the payments required to be made hereunder at the time specified herein and the continuation of such failure for a period of ten (10) days after notice has been given by the City or Stream that the payment referred to in said notice has not been received. (B) Failure of CenturyTel upon thirty (30) days notice to commence construction to provide a second entrance facility to the leased premises. (C) Failure of Stream to utilize the fiends provided for herein within the time provided for herein for the purposes specified herein. (D) Failure of Stream to purchase 100% of its telecommunications service requirements from CenturyTel. (E) Failure of the City to process and pay claims as provided for herein. 5.2 Remedies On Default. Whenever any event of default referred to in 5.1 hereof shall have happened and be continuing the aggrieved party or parties shall have the right, at their option to take any one or any combination of the following remedial steps: (A) If CenturyTel does not make the payments provided for herein, City or Stream may institute whatever action at law or in equity may appear necessary and proper to collect the sum then due and owing according to the terms of this agreement. (B) If CenturyTel does not commence construction of the Second Entrance Facility, Stream may take whatever action it deems necessary to compel the performance of CenturyTel's obligation or seek damages for their failure to do so. 3 (C) If Stream does not utilize all of the funds deposited with the City, within the term provided for herein, any funds remaining at the expiration of said term shall be returned by the City to CenturyTel. (D) If Stream fails to purchase all of its telecommunication services from CenturyTel or otherwise breaches this Agreement, CenturyTel shall have the right and power to cancel and terminate this agreement by written notice to the City and Stream and all further obligations of CenturyTel hereunder shall terminate. Upon such termination, Stream shall .pay CenturyTel the sum of $20,000.00 per year (or a pro rata portion thereof for any period less than one year) for the period from the failure of Stream to purchase all of its telecommunications services requirements from CenturyTel to the effective date of termination by CenturyTel. In addition CenturyTel may take whatever action necessary at law or in equity that may appear necessary or desirable to collect any sum due and owing, or to enforce Stream's obligations hereunder without termination of this Agreement. (E) If the City fails to pay a properly submitted claim within 30 days Stream may take whatever action necessary in law or in equity that may appear necessary or desirable to coIIect any sum due and owing. 5.3. Delays. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle any party to exercise any remedy reserved to it in this agreement, it shall not be necessary to give any notice, other than such notices as may be required by this agreement or by law. 5.4 No Remedy Exclusive. Subject to the provisions of Section 6.3, no remedy herein conferred upon or reserved to a party to this agreement is intended to be exclusive and any such remedy shall be cumulative and shall be in addition to every other remedy given under this agreement or now and hereinafter existing at law or in equity. No delay or omission to exercise any rights or power accruing upon any default shall impair any such rights or power or shall be construed to be a waiver thereof, that any such rights and powers may be exercised from time to time and as often as may be deemed expedient. 5.5 Agreement To Pay Attorneys' Fees and Expenses. In the event any party to this agreement should default under any of the provisions hereof and the non -defaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the non -defaulting party the reasonable fee of such attorneys and such other expenses reasonably so incurred by the non -defaulting party. 5.6 No Additional Waiver Implied by One Waiver. In the event any agreement contained in this agreement should be breached by any party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Section 6. General provisions. 6.1 Rights Cumulative. The rights and remedies of the parties of this Agreement, whether provided by law or by agreement, shall be cumulative, and the exercise by any party of any one or more of such remedies shall not preclude the exercise by such party, at the same or different times, of any other remedy for the same default or breach or of any of its remedies for any other default or breach of the party. No waiver made by any party with respect to the performance M or the manner or time thereof, of any obligation under this agreement, shall be considered a waiver with respect to the particular obligation of the other party or a condition to its own obligation beyond those expressly waived in writing and to the extent thereof, or a waiver in any respect in regard to any other rights of the party making the waiver of any obligations of the other party. Delay by a party hereto instituting or prosecuting any cause of action or claim hereunder shall not be deemed a waiver of any rights hereunder. 6.2 CenturyTel Services. All CenturyTel services referenced herein shall be provided pursuant to the provisions of applicable CenturyTel tariffs or other applicable CenturyTel customer agreements. Nothing in this Agreement shall require CenturyTel to provide or otherwise make available any particular type of telecommunications service. Centurytel shall also have a right of first refusal, to sell or otherwise provide to Stream in connection with Stream's Kalispell area operations, any customer premises equipment or other telecommunications or data processing equipment offered by CenturyTel, at a price and on payment terms not less favorable to Stream than those offered to Stream by any third party. 6.3 Limitation of Liability. The liability of CenturyTel under this Agreement shall in no event exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without limiting the generality of the foregoing, in no event shall CenturyTel have any liability for any special, incidental, indirect consequential or punitive damages. The liability of CenturyTel relating to or arising in connection with any service provided by CenturyTel shall be Iimited as provided in the applicable CenturyTel tariff or customer Agreement. 6.4 Suspension of CenturyTel Obligations. At CenturyTel's discretion, any obligation of CenturyTel hereunder shall be suspended upon the occurrence of any of the following. (A) any material decrease in Stream's demand for telecommunications services; (B) the commencement of any administrative or legal proceeding seeking any injunction or order that would prevent or delay CenturyTel's performance hereunder, or that would modify any obligation of CenturyTel or Stream hereunder. Section 7. Administrative Provisions. 7.1 Notices. City City of Kalispell 312 First Ave. East Kalispell, MT 59901 Attention: City Manager Stream: Stream International Services Corp. 85 Dan Road Canton, Massachusetts 02021 Attention: Director, Corporate Services CenturyTel CenturyTel of Montana, Inc. 290 North Main Kalispell, MT 59901 Attention: 5 Each party, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications should be sent. 7.2 Binding Effect. This agreement shall inure to the benefit of and shall be binding upon the City, Development Department, Stream and CenturyTel and their respective successors and assigns. 7.3 Amendments, Changes and Modifications. This agreement may be amended or any of its terms modified only by written amendment authorized and executed by the under- signed parties. 7.4 Execution Counterparts. This agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 7.5 Captions. The captions or headings in this agreement are for convenience only and in no way define, limit or describe the scope of intent of any provisions or sections of this agreement. 7.6 Applicable Law. This agreement shall be governed by and construed in accordance with the laws of the State of Montana. IN WITNESS WHEREOF, the parties have caused this agreement to be executed on February , 2000. Stream International Services, Corp a Delaware profit corporation CenturyTel of Montana, Inc. an Oregon corporation BY: BY: City of Kalispell, Montana Chris A. Kukulski, City Manager PARTICIPATION AGREEMENT This Participation Agreement, made and entered into this day of February, 2000, between Stream International Services, Corp., a Delaware profit corporation, (Stream), Flathead Electric Cooperative, Inc., a Montana corporation, ("Flathead Electric"), and the City of Kalispell acting by and through the Community Development Department ("Development Department"). WITNESSETH: WHEREAS, Montana Code Annotated, Title 7, Chapter 15, parts 42 and 43, as amended, authorizes the City of Kalispell (hereinafter "City") to issue and sell its taxable tax increment Industrial Infra -structure Revenue Bonds for the purpose of financing all, or a portion of the cost of the acquisition, construction and installation of urban renewal projects and related financing costs; and WHEREAS, the City pursuant to said code provision has established its Westside Urban Renewal District (hereinafter "District") and has provided for the segregation of tax increment derived therefrom as permitted by the Montana Code Annotated; and WHEREAS, pursuant to Flathead County Commissioners' resolution #1346, Flathead County (hereinafter "County") created the Flathead County Community Development Department as a port authority ("Development Department") on July 26, 1999, and WHEREAS, the City and Development Department requested all interested firms and agencies to submit a proposal ("RFP") for the lease of a 50,000 square foot tract of land located in the Gateway West Mall area in the City, all in accordance of the provisions of Section 7-25-4263, MCA. The proposals were required to include information on the nature of the business to be conducted, organizational structure, key officers of the firm, a description of the ability of the firm to respond, financial strength and stability, and any specific requirements the firm may have for the leased space; and WHEREAS, pursuant to the City and Development Department request on January 6, 2000 Stream submitted a project proposal to the City and Development Department specifying one of Stream's requirements for leasing the property was a $4,000,000.00 incentive package payable over a period of ten (10) years; and WHEREAS, the City and Development Department solicited community participation in the $4,000,000.00 incentive package requested by Stream; and WHEREAS, Flathead Electric deeming Stream's proposal to be an economic advantage to their business, agreed to provide Stream $200,000.00 over a ten year period as a portion of the requested incentive package; and to further invest approximately $50,000.00 to improve the electric reliability from the radial circuit configuration to a dual feed enhanced reliability configuration. WHEREAS, the City and Stream will enter into a Location Development And Use Agreement ("User Agreement") delineating the rights and obligations of the City and Stream with respect to the project; and WHEREAS, the City, Stream and Flathead Electric have agreed that this agreement will be attached as an exhibit to form a part of the User Agreement; and WHEREAS, Stream, Flathead Electric, and the City have agreed that the $200,000.00 cash incentive contribution provided by Flathead Electric should be administered by the Communi- ty Development Department. NOW THEREFORE, Stream, Development Department and Flathead Electric each in consideration of the mutual covenants representations and agreements set forth herein and in the User Agreement mutually represent, covenant and agree as follows: Section 1. Definitions: 1.1 For all purposes of this agreement, unless otherwise expressed, the following terms shall have the meanings assigned to them: Agreement - means. this Participation Agreement, including any amendment hereof or supple- ment hereto. City - means the City of Kalispell, Montana, or any successors to its functions under the User Agreement. Development Department - means the Community Development Department or any successor thereof. Flathead Electric - means Flathead Electric Cooperative, Inc., a Montana corporation, or its permitted successors and assigns. Stream - means Stream International Service Corp., a Delaware corporation, or its successors and assigns. User Agreement - means the Location, Development and User Agreement, including any amendment thereof, to which this agreement will become an exhibit. Section 2. Flathead Electric's Obligations. 2.1 Initial Deposit. On or before March 8, 2000, or upon the signing of this agreement whichever is later, and on or before March 8th of each year thereafter, for a period totaling ten (10) years, Flathead Electric agrees to deposit with the Development Department the sum of $20,000.00. 2.2 Proceeds Distribution. Each $20,000.00 deposit shall be distributed to Stream solely for training (both initial and upgrading) Stream employees, and will be disbursed to Stream pursuant to Rules and Regulations promulgated by the Development Department, and agreed to by Stream and Flathead Electric. Said funds may be utilized to reimburse Stream for funds they have expended for training employees. 2.3 Improvements. Upon fifteen (15) days notice Flathead Electric agrees to undertake those actions necessary to improve the electric reliability on the leased premises from the radial circuit configuration to a dual feed enhanced reliability configuration at an estimated cost of $50,000.00. Section 3. Stream's Obligations. 3.1 Power Purchase. During the initial term of the lease described in the User Agreement, Stream agrees that it will purchase all electricity required in the conduct of its business from Flathead Electric; provided, however, it is understood and agreed that Stream will have its own generating facilities to provide power during any period of time that the power supply from Flathead Electric may be interrupted. PAI 3.2 Fund Usage. Stream agrees that it will utilize the funds provided by Flathead Electric solely for the purposes and upon the conditions provided for herein. 3.3 Stream represents that Flathead Electric funds will be utilized to train low and medium income individuals. Section 4. City's Obligation. 4.1 Administrator. The City of Kalispell and the Development- Department hereby agree, without charge, to administer all funds deposited with the Development Department pursuant to the terms of this agreement. 4.2 Rules, Standards and Procedures. The City of Kalispell and Development Department hereby agree to immediately promulgate a set of rules, standards and procedures (agreeable to both Stream and Flathead Electric) for the distribution of funds deposited with the Development Department pursuant to the terms of this agreement. 4.3 Payments. City of Kalispell and its Development Department agree to expeditiously process all claims made pursuant to the terms of this agreement and in no event shall payment of a properly presented claim exceed 30 days. Section 5. Default and Remedies. 5.1 Events of Default Defined. The following shall be "events of default" under this agreement and the terms "events of default" and "default" shall mean whenever they are used in this agreement any one or more of the following events: (A) Failure of Flathead Electric to make the payments required to be made hereunder at the time specified herein and the continuation of such failure for a period of ten (10) days after notice has been given by the City or Stream that the payment referred to in said notice has not been received. (B) Failure of Flathead Electric upon fifteen (15) days notice to commence construction to improve the electric reliability of the radial circuit configuration to a dual feel enhanced reliability configuration. (C) Failure of Stream to utilize the funds provided for herein within the time provided for herein for the purposes specified herein. (D) Failure of Stream to purchase 100% of its power requirements from Flathead Electric. (E) Failure of the City and Development Department to process and pay claims as provided for herein. 5.2 Remedies On Default.Whenever any event of default referred to in 5.1 hereof shall have happened and be continuing the aggrieved party or parties shall have the right, at their option to take any one or any combination of the following remedial steps: (A) If Flathead Electric does not make the payments provided for herein, Stream may institute whatever action at law or in equity may appear necessary and proper to collect the sum then due and owing according to the terms of this agreement. 3 (B) If Flathead Electric does not commence construction as provided for herein, Stream may take whatever action it deems necessary to compel the performance of Flathead Electric's obligation or seek damages for their failure to do so. (C) If Stream does not utilize all of the funds deposited with the Development Department, within the term provided for herein, any funds remaining at the expiration of said term shall be returned by the Development Department to Flathead Electric. (D) If Stream fails to purchase all of its power requirements from Flathead Electric, Flathead Electric shall have the right and power to cancel and terminate this agreement by written notice to the Development Department and Stream and all further obligations of Flathead Electric hereunder shall terminate. (E) If the City or Development Department fail to pay a properly submitted claim within 30 days Stream may take whatever action necessary in law or in equity that may appear necessary or desirable to collect any sum due and owing. 5.3. Delays. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle any party to exercise any remedy reserved to it in this agreement, it shall not be necessary to give any notice, other than such notices as may be required by this agreement or by law. 5.4 No Remedy Exclusive. No remedy herein conferred upon or reserved to a party to this agreement is intended to be exclusive and any such remedy shall be cumulative and shall be in addition to every other remedy given under this agreement or now and hereinafter existing at law or in equity. No delay or omission to exercise any rights or power accruing upon any default shall impair any such rights or power or shall be construed to be a waiver thereof, that any such rights and powers may be exercised from time to time and as often as may be deemed expedient. 5.5 Agreement To Pay Attorneys' Fees and Expenses. In the event any party to this agreement should default under any of the provisions hereof and the non -defaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the non -defaulting party the reasonable fee of such attorneys and such other expenses reasonably so incurred by the non -defaulting party. 5.6 No Additional Waiver Implied by One Waiver. In the event any agreement contained in this agreement should be breached by any party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Section 6. General provisions. 6.1 Rights Cumulative. The rights and remedies of the parties of this Agreement, whether provided by law or by agreement, shall be cumulative, and the exercise by any party of any one or more of such remedies shall not preclude the exercise by such party, at the same or different times, of any other remedy f. )r the same default or breach or of any of its remedies for any other default or breach of the party. No waiver made by any party with respect to the performance or the manner or time thereof, .)f any obligation under this agreement, shall be considered a waiver with respect to the particular obligation of the other party or a condition to Its own obligation beyond those expressly waived in writing and to the extent thereof, or a waiver in any respect in 4 regard to any other rights of the party making the waiver of any obligations of the other party. Delay by a party hereto instituting or prosecuting any cause of action or claim hereunder shall not be deemed a waiver of any rights hereunder. Section 7. Administrative Provisions. 7.1 Notices. City City of Kalispell 312 First Ave. East Kalispell, MT 59901 Attention: City Manager Stream: Stream International Services Corp. 85 Dan Road Canton, Massachusetts 02021 Attention: Director, Corporate Services Flathead Electric Flathead Electric Cooperative 2510 Highway 2 East Kalispell, MT 59901 Attention: Each party, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications should be sent. 7.2 Binding Effect. This agreement shall inure to the benefit of and shall be binding upon the City, Development Department, Stream and FIathead Electric and their respective successors and assigns. 7.3 Severability. If any provision of this agreement shall be held invalid or unenforce- able by any Court of competent jurisdiction, such holding shall not invalidate or render unenforce- able any other provision hereof. 7.4 Amendments, Changes and Modifications. This agreement may be amended or any of its terms modified only by written amendment authorized and executed by the under- signed parties. 7.5 Execution Counterparts. This agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 7.6 Captions. The captions or headings in this agreement are for convenience only and in no way define, limit or describe the scope of intent of any provisions or sections of this agreement. 7.7 Applicable Law. This agreement shall be governed by and construed in accordance with the laws of the State of Montana. 5 IN WITNESS WHEREOF, the parties have caused this agreement to be executed on February , 2000. Stream International Services, Corp., a Delaware profit corporation Flathead Electric Cooperative, a Montana corporation BY: BY: City of Kalispell, Montana Community Development Department mm 6 Chris A. Kukulski, City Manager