Utility Partnership Agreement

This agreement is entered into between the Kentucky League of Cities, Inc., (“KLC”), of 100 East Vine Street, Suite 800, Lexington, Kentucky 40507, and ___________________________ (“UTILITY”) of _______________________, ____________, Kentucky _____, for professional services and administration of utility education/training events as described more fully herein.

WHEREAS, UTILITY desires to enter into a contract with KLC for the purpose of providing focused general lobbying services on behalf of utilities and the provision of utility education/training for UTILITY; and
WHEREAS, KLC and UTILITY desire to memorialize their respective obligations in this contract.
NOW, THEREFORE, KLC and UTILITY hereby agree to perform the following obligations under the terms and conditions of this contract:

Section I: Term and Termination of Contract

A.   The term of this contract shall be for a period of one (1) year, beginning on January 1, 2024, and ending on December 31, 2024.
B.   This contract shall automatically renew for successive one (1) year terms. The contract may be terminated for any reason at the expiration of the initial term or at the expiration of successive terms by UTILITY upon written notice which is received by the KLC at least sixty (60) days prior to the expiration of the term. The contract may be terminated for any reason at the expiration of the initial term or at the expiration of successive terms by KLC upon written notice which is received by the UTILITY at least thirty (30) days prior to the expiration of the term.
Section II: Obligations of KLC
A.   KLC will provide administrative/logistical support for UTILITY education and training events including:
1.   Assisting with topic and speaker selection.
2.   Assisting with the creation and distribution of all education/training documents including but not limited to: training materials, notices, registration forms, sponsorships, advertisements, surveys etc.
3.   Providing logistical support for meeting space and networking opportunities for participating utilities.
B.   KLC will utilize its existing training certification database to maintain training records for UTILITY’s employees, provide transcripts of training to UTILITY upon request and safeguard all personal information collected during this and other processes. KLC will maintain these records as specified for up to five years.
C.   KLC will assist with procurement of certification awards for UTILITY employees, if applicable.
D.   KLC will perform any accounting and registration services related to education/training events. This would include online registration, access to online credit card payments, invoicing services, real-time financial reporting of registration status for events.
E.   KLC will maintain complete and accurate electronic attendance records for all UTLITY employees attending education/training events.
F.   KLC will provide general lobbying services on utility-related policy issues for UTILITY as follows:
1.   KLC and/or a designated contractor hired by KLC (CONTRACTOR) will represent the general interests of utilities as registered lobbyist(s) before the legislative branch of Kentucky State Government. KLC and/or CONTRACTOR will use their best efforts to promote the general interests of utilities before the Kentucky General Assembly as determined by the KLC Board of Directors.
2.   KLC will communicate with UTILITY’s designated representative(s) on a regular and timely basis throughout the term of this contract regarding its lobbying efforts on behalf of utilities and solicit input and feedback on proposed policy matters.
3.   UTILITY acknowledges that this is not an exclusive contract for KLC's or CONTRACTOR’s services and that KLC or CONTRACTOR may provide services to its members and other persons or entities, as applicable, during the term of the contract. In the event such services present a conflict-of-interest with UTILITIES’s objectives, KLC or CONTRACTOR will immediately notify UTILITY if they become aware of the existence of a conflict or potential conflict. UTILITY, CONTRACTOR or KLC may identify potential conflicts.

Section III: Obligations of UTILITY

A.   As compensation for the services provided by KLC under Section II of this contract, UTILITY will pay __________________ to KLC on or before February 28, 2024, and annually thereafter on or before January 31 of each renewal year, upon receipt of an invoice from KLC, subject to any fee adjustments as set forth in Paragraph B of this Section.
B.   At least ninety (90) days prior to the termination of any term of this contract, KLC shall provide UTILITY with notice of any fee increase for the upcoming renewal term. If no notice is provided, the fee will remain the same. If a fee increase is necessary, UTILITY agrees to the fee increase unless notice of termination is provided to KLC pursuant to Section I, Paragraph B.
C.   In addition to the fees set forth in this Section, UTILITY will pay any registration fees for any education/training events attended by UTILITY employees.

Section IV: Ownership of Work Product and Use of Identifying Materials

A. The parties understand and agree that all information and curricula that may be developed and maintained by KLC as a result of KLC’s performance under this contract shall be owned by KLC and may be used at any time in the future in furtherance of the mission and purpose of KLC, except that individual speaker presentations shall remain the property of the speaker or his or her employer unless the rights to such works have been purchased or given to the parties.
B. No party to this contract shall have the right or license to use the name, logos, trademarks, trade names or other similar identifying material of the other party in any promotional materials or otherwise in connection with the performance of this contract or otherwise, except to the extent such right or license is specifically granted in writing.

Section V: Assignment

No party to this contract shall assign any of its rights and obligations hereunder, unless the other parties shall have given written consent.

Section VI: Relationship of the Parties

The relationship of each of the parties hereto to the others is that of independent contractor. No agency, partnership, joint venture, or employment relationship is created as a result of this contract and none of the parties’ agents shall have any authority of any kind to bind either or both of the other parties.

Section VII: Failure to Enforce Does Not Constitute Waiver

The failure of any party, with knowledge of any default or violation of this contract by the other parties, to enforce its rights or remedies shall not be construed as a waiver of any provision of this contract, or of any right or remedy the non-breaching party may have in law or in equity.
Waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

Section VIII: Modification

Any modification of this contract or additional obligation assumed by any party in connection with this contract shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party.

Section IV: Entire Agreement

This contract shall constitute the entire agreement between the parties and this contract merges and supersedes all prior discussions, agreements, promises, representations, warranties and arrangements of whatever kind between the parties as to the subject matter of this contract. Any prior understanding or representation of any kind preceding the date of this agreement shall not be binding on the parties except to the extent incorporated in this contract.

Section X: Section Headings

The section headings appearing in this contract have been inserted for the purpose of convenience and ready reference. They do not purport to, and shall have not be deemed to, define, limit or extend the scope or intent of the clauses to which they appertain.

Section XI: Governing Law and Severability

It is mutually understood that this contract shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Kentucky. If any part of this contract is found to be illegal under the laws of the Commonwealth of Kentucky, the remainder of the contract shall not be affected thereby.

Section XII: Notice

Any notice required to be given hereunder shall be hand-delivered or sent by first-class mail, postage prepaid, to the attention of the signers below, or their successors, at the address set forth in this contract.