exhibit1011.htm


    Exhibit
10.11

     

    


     

    AGREEMENT
FOR THE OPERATION AND MAINTENANCE OF

     

    COLSTRIP
STEAM ELECTRIC GENERATING PLANT

     

    


    


    
      
        
          	
                  Index

                	 
      
	 
      	 
      
	
                  I.

                	
                  Term                                                                                                                        

                	 
      
	
                  II.

                	
                  Definitions                                                                                                                        

                	 
      
	
                  III.

                	
                  Operation
      –
      General                                                                                                                        

                	 
      
	
                  IV.

                	
                  Operation
      –
      Employees                                                                                                                        

                	 
      
	
                  V.

                	
                  Operation
      –
      Safety                                                                                                                        

                	 
      
	
                  VI.

                	
                  Operation
      – Coal
      Fuel                                                                                                                        

                	 
      
	 
      	
                  (a)        General                                                                                                                

                	 
      
	 
      	
                  (b)        Standby
      Coal
      Storage                                                                                                                

                	 
      
	 
      	
                  (c)        Allocation
      of Coal
      Costs                                                                                                                

                	 
      
	
                  VII.

                	
                  Operations
      –Scheduling of Power &
      Energy                                                                                                                        

                	 
      
	
                  VIII.

                	
                  Operation
      –
      Records                                                                                                                        

                	 
      
	
                  IX.

                	
                  Operation
      –
      Water                                                                                                                        

                	 
      
	
                  X.

                	
                  Maintenance
      –
      General                                                                                                                        

                	 
      
	
                  XI.

                	
                  Scheduling
      of
      Outages                                                                                                                        

                	 
      
	
                  XII.

                	
                  Working
      Capital Operating Funds and Capital Improvements Funds

                	 
      
	
                  XIII.

                	
                  Maintenance
      – Spare
      Parts                                                                                                                        

                	 
      
	
                  XIV.

                	
                  Operating
      and Maintenance Expenses and
      Accounting                                                                                                                        

                	 
      
	
                  XV.

                	
                  Annual
      Review of O & M
      Costs                                                                                                                        

                	 
      
	
                  XVI.

                	
                  Disposal
      of Waste or Surplus Commodities Materials, Equipment & Other Personal
      Property

                	 
      
	
                  XVII.

                	
                  Uncontrollable
      Forces                                                                                                                        

                	 
      
	
                  XVIII.

                	
                  Applicable
      Laws and
      Regulations                                                                                                                        

                	 
      
	
                  XIX.

                	
                  Obligations
      are
      Several                                                                                                                        

                	 
      
	
                  XX.

                	
                  Notices                                                                                                                        

                	 
      
	
                  XXI.

                	
                  Execution                                                                                                                        

                	 
      
	
                  XXII.

                	
                  Assignment                                                                                                                        

                	 
      


        

      

    

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    AGREEMENT
FOR THE OPERATION AND MAINTENANCE OF

     

    COLSTRIP
STEAM ELECTRIC GENERATING PLANT

     

    ROSEBUD
COUNTY, MONTANA

     

    


    


    THIS
AGREEMENT made as of the 30th day of July, 1971, by and between THE MONTANA
POWER COMPANY, a Montana corporation, hereinafter referred to as "Montana," and
PUGET SOUND POWER & LIGHT COMPANY, a Washington corporation, hereinafter
referred to as "Puget".

     

    
      	
              I.

            	
              Term

            


    

     

    This
Agreement shall be effective and binding when executed and shall run
concurrently with the Ownership Agreement and shall have the same term as that
set forth in Section 26 of the Ownership Agreement.

     

    
      	
              II.

            	
              Definitions

            


    

     

    Wherever
used in this Agreement:

    "Owners",
"Ownership Agreement", "Project" and "Project Agreements" shall be as defined in
Section 1 of the Construction and Ownership Agreement executed concurrently
herewith.

    "Coal
Supplier" shall mean WESTERN ENERGY COMPANY or its authorized representative or
successor under the Coal Agreement which is defined in the Ownership
Agreement.

    "Ownership
Percentage" shall be as defined in Section 2 of said Ownership
Agreement.

     

    
      	
              III.

            	
              Operation –
      General

            


    

     

    (a)           The
Owners hereby appoint Montana (hereinafter "Operator") as the Operator of the
Project on behalf of and for the account of all Owners.  Except as
otherwise herein provided Operator on behalf of the Owners shall operate and
maintain the Project, hire all Project personnel, pay all operating, and
maintenance expenses including labor payroll, flame stabilization fuel, water,
materials and supplies, excepting coal fuel.

    (b)           Montana
accepts appointment as Operator and agrees that it will operate and maintain the
Project at the lowest reasonable cost and in a prudent and skillful manner in
accord both with the standards prevailing in the utility industry for projects
of a similar size and nature and with applicable laws and final orders or
regulations of regulatory or other agencies having jurisdiction.  It
is recognized that the Operator must have the latitude necessary to operate and
maintain the Project in such manner.  Each Owner shall have the right
to require that the Project be operated and maintained as provided in this
paragraph.

    (c)           Unless
Puget gives its consent in writing, Montana shall not assign or delegate its
responsibilities as Operator herein to any other firm, person, corporation or
other entity except to a wholly owned subsidiary of Montana or a successor to
Montana which results from a corporate reorganization in which there has been no
significant change in beneficial ownership.

     

    
      	
              IV.

            	
              Operation –
      Employees

            


    

     

    (a)           All
persons employed in the operation and maintenance of the Project, other than
employees of independent contractors, shall be Montana employees, except as
provided in subsection (e) hereof, and shall not be considered to be
employees or agents of Puget.

    (b)           A
force of able and efficient manpower shall be the responsibility of the Operator
and, as employer of the force, Operator will have the authority to hire and fire
personnel as necessary.  The work force will be employed in the
classifications necessary to operate and maintain the Project and its associated
facilities.  It will be the Operator's responsibility to negotiate any
contracts entered into with unions and to set such wage scales for nonunion
personnel as reasonably necessary to the operation.

    (c)           A
training program shall be instituted by Operator to assure the availability of
qualified personnel for the operation and maintenance of the
Project.  If such training program utilizes facilities of Montana
other than Project facilities, the costs of such training shall be allocated on
an equitable basis to Project costs hereunder.  Operator agrees to
make such training program and reasonable use of Project facilities available to
employees of Puget for the purpose of training and the costs of such training
shall be apportioned equitably between Puget and the Project.

    (d)           The
Operator shall pay promptly all sums due employees or due any governmental or
other agency on their behalf or on account of their employment and shall not
permit any labor claims to become a lien against the property of the Owners,
other than claims that are being contested in good faith.

    (e)           Puget
shall have the right to furnish one full-time employee to fill a supervisory
position.  By mutual agreement between Puget and Operator, Puget may
supply additional employees on a full-time or temporary basis.  Said
employees shall remain employees of Puget and may keep Puget advised concerning
matters involving operation of the Project, but, with respect to their duties at
the Project, said employees shall be under the supervision of and primarily
responsible to the Project superintendent.  Operator shall have no
authority to fire Puget employees but may require that Puget transfer any
employee from the Project.  The salary and related costs of Puget
employees shall be part of the operating expense of the Project and shared by
the Owners in the same manner as other Project costs.

     

    
      	
              V.

            	
              Operation –
      Safety

            


    

     

    The
Operator shall develop and sponsor an adequate safety program for protection of
personnel and equipment.  Good housekeeping shall be
practiced.  In the interests of safety, but subject to the rights of
the other Owners to inspect the Project as provided in the Ownership Agreement,
the Operator may control access to the premises as necessary or as may be
prescribed by lawful authority.

     

    
      	
              VI.

            	
              Operations – Coal
      Fuel

            


    

     

    
      	
               
      

            	
              (a)

            	
              General

            


    

     

    (1)           Each
Owner agrees to timely provide the Operator with its coal delivery schedules to
be furnished to the Coal Supplier under paragraph 3 of the "Coal
Agreement".  Owners authorize Operator to execute and deliver
appropriate purchase orders to the Coal Supplier for said amounts to be
delivered.  The scheduling, delivery and payment for coal consumed in
generation shall be as set forth in this Agreement and in the "Coal
Agreement".

    (2)           Subject
to the foregoing and as more specifically set forth hereinafter, Operator shall
assume responsibility for the timely scheduling of coal supplies necessary to
meet the generating requirements of the Owners pursuant to Section VII
herein and to meet the Owners' respective coal storage
requirements.

     

    
      	
               
      

            	
              (b)

            	
              Standby Coal
      Storage

            


    

     

    (1)           Each
Owner shall have the right to use the coal storage area in the same proportion
as its Ownership Interest in the Project.  During any time any portion
of such coal storage area is not being used by an Owner entitled to such use, it
may be temporarily used by the other Owner; provided:  that such use
shall not interfere with an Owner's ability to schedule coal into its portion of
the coal storage area; that if sufficient storage is not available to
accommodate the coal scheduled into storage, the Owner temporarily using such
area shall make such arrangements as are necessary in order to avoid any such
interference, such as exchange of coal in
storage for coal scheduled into storage or transferring coal in storage to the
other Owner at the current cost of coal from the coal supplier; and that if an
Owner suffers an economic loss in the form of increased coal costs or penalties
assessed by the coal supplier because of the other Owner's temporary use of
storage in excess of its share, the Owner suffering such loss shall be made
whole by Owner causing such loss.

    (2)           The
Owners shall cooperate in scheduling of coal from the Supplier and scheduling of
coal in and out of storage in order to minimize rehandling; for example, coal of
one Owner already in storage may be exchanged with the other Owner for coal that
is scheduled into storage.

    (3)           At
least annually the Operator shall survey the coal in storage and determine its
amount.  If the coal in storage, as determined by such survey, is
greater or less than the amount shown in the records maintained by the Operator,
the amount in such records for each Owner will be increased or decreased pro
rata, as the case may be, based upon the average of the daily balances of coal
in storage for each Owner during the period since the last survey, or by such
other method as may be agreed upon by the Owners.  If such adjustment
results in any Owner having a negative coal balance, such Owner shall make
arrangements to eliminate its negative position as soon as reasonably
possible.

    (4)           If
casualty or other forces cause a sudden or rapid loss of coal in coal storage,
such loss shall be estimated or
surveyed, as may be appropriate in the circumstances, and shared by the Owners'
pro rata, based upon the amount of coal of each in storage immediately preceding
the loss, as shown in the records.

     

    
      	
               
      

            	
              (c)

            	
              Allocation of Coal
      Costs

            


    

     

    (1)           Operator
shall, pursuant to the procedures established by the Owners' Committee, prepare
a "Distribution Notice" to be provided to the Coal Supplier pursuant to
subsection 7.2 of the Coal Agreement which notice shall be in a form to be
mutually agreed upon.  The Owners' Committee shall prescribe a
procedure for equitably allocating the amount of coal consumed to each Owner in
each twenty-four (24) hour period taking into account the daily average
generation of each Owner and such adjustments as may be desirable to correct any
inequities which might arise out of the method of plant loading and similar
considerations.

    (2)           Complete
records shall be kept by Operator as prescribed by the Owners' Committee,
including the consumption of coal, the Btu content thereof, the amounts
allocated to the respective Owners, the amounts in and out of storage and the
amount each Owner has in storage.

    (3)           Annually
Operator shall compute price adjustments for Btu content of coal pursuant to
Section 8 of the Coal Agreement and furnish notification thereof to each
Owner and to Coal Supplier.

    (4)           In
the event of notification by Coal Supplier of any proposed adjustments for Cost
Changes under Section 9 of the Coal Agreement, Owners shall meet to examine
such proposal.

    (5)           In
the event Owners are required to make additional payments to the Coal Supplier
under subsection 7.5 or 7.8 of the Coal Agreement, such costs shall be
divided equitably taking into account each Owner's deficiencies or surpluses in
scheduling its respective share of 1,500,000 annual tons (or, for purposes of
subsection 7.8 the "adjusted minimum annual tonnage" if applicable) any
savings from sales of coal to third parties, and of the facts or circumstances
including force majeure reasonably affecting such costs.  In the event
the Owners receive any credits from the Coal Supplier such credits shall be
divided equitably taking into account each Owner's purchases of coal during the
time period involved and such other facts and circumstances reasonably giving
rise to such credits.

     

    
      	
              VII.

            	
              Operations –
      Scheduling of Power and
Energy

            


    

     

    (a)           Each
Owner shall furnish its generation schedule to the Operator in accordance with
the procedures hereinafter set forth and shall be entitled to schedule and take
an amount of generation up to but not to exceed its Ownership Percentage of the
Project's net generating capability.  The total of such schedules
shall be within the limits of the capability of the Project during the period
covered by such schedules.  Subject to the terms, covenants, and
conditions contained in the Project Agreements, the Operator will operate the
Project in accordance with such generation schedules.

    (b)           At
least eight (8) hours before 12:01 a.m. of each day, the Owners shall
make available to the Operator the hourly schedules of desired energy operation
for the day.  Changes in such scheduled energy operations may
thereafter he made at any time by an Owner.

    No Owner
shall schedule a rate of change of its share of output greater than such Owner's
Percentage of a rate of change which is within the ability of the Project to
perform; provided, however, that if one Owner schedules a rate of change of
output less than its percentage of such Project ability, the other Owner may
schedule a rate of change of output greater than its percentage of such Project
ability, subject to meeting a total rate of change of output which is within the
ability of the Project to perform.

    Any Owner
desiring to schedule less than its Ownership Percentage of the minimum operating
capability of each unit of the Project, when it is operating, may do so provided
that such Unit's or Units' total scheduled output is at or above its overall
minimum operating capability.

    The
Owners' Committee shall, as soon as necessary information is available, set a
mutually agreeable minimum normal operating capability for each unit of the
Project and shall establish rules with respect to each Owner's obligation to
schedule its percentage of the minimum normal operating capability of each unit
of the Project.

    (c)           The
Operator shall hold deviations from schedule to a minimum.  Unless
otherwise agreed among the Owners, actual generation in any hour shall be
apportioned among the respective Owners in proportion to the generation
schedules of the respective Owners.

    (d)           When
the actual or anticipated net electrical generating capability
of the Project during any particular hour is for any reason reduced from its
anticipated capability, and such reduced capability is less than the total
amount scheduled, the amount of energy available to each Owner having a schedule
for such hour, except as may otherwise mutually be agreed, shall be equal to
such Owner's Ownership Percentage of the plants reduced generating capability,
and the schedule for each such Owner shall be appropriately reduced for such
hour.  The Operator shall promptly notify each Owner of any change in
operating limits or operating capability of any Project unit, and the respective
Owners shall thereupon make any necessary changes in their respective generation
schedules to conform such schedules to any limitation thereof arising out of the
operation of this subparagraph (d).

     

    
      	
              VIII.

            	
              Operation –
      Records

            


    

     

    The
Operator shall keep adequate records of Project operations as necessary to
reflect the efficiency of Project operation and maintenance programs and to
record generation of power, and shall keep such other records as required by
regulatory authorities.  All records shall be made available for
inspection by the Owners as desired.

     

    
      	
              IX.

            	
              Operation –
      Water

            


    

     

    The
Operator will operate and maintain the water pipeline and related
facilities.

     

    
      	
              X.

            	
              Maintenance –
      General

            


    

     

    (a)           It
shall be the Operator's responsibility to maintain equipment, buildings, and
other facilities associated with the Project in accordance with good utility
practice, manufacturer's recommendations, and applicable State and Federal
regulations.

    (b)           The
Operator will maintain a work force of mechanics, machinists,
welders, electricians, and other classifications as necessary to carry out a
routine preventive maintenance program.

    (c)           Extraordinary
maintenance may require work in excess of that required on a normal
basis.  The Operator will contract such extraordinary work or
temporarily add to the Project maintenance force or both as necessary to
accomplish the work.

    
      
      

    

    
    

    
      	
              XI.

            	
              Scheduling of
      Outages

            


    

     

    (a)           Scheduled
outages for major maintenance shall be as required by the manufacturers'
applicable conditions of sale and delivery of the affected facilities and
equipment or as the manufacturer may advise from time to time, unless otherwise
agreed by the Owners' Committee.

    (b)           All
outages for maintenance shall be scheduled at such times as shall be directed to
the Operator by Owners' Committee, provided, however, that any outages required
for maintenance affecting the safety of the Project shall he scheduled by the
Operator as required.

     

    
      	
              XII.

            	
              Working Capital
      Operating Funds and Capital Improvement
  Funds

            


    

     

    (a)           The
Owners shall furnish working capital as required for operation and ordinary
maintenance.

    (b)           Prior
to commencement of commercial operation of the Project, Puget, upon not less
than ten (10) days' notice, will advance to Operator one-half (1⁄2) of the minimum
amount deemed necessary by Owners to provide working capital adequate for
continuous operation of the Project.  Such amount shall be mutually
determined by Owners based upon the budgeted total operating costs of the
Project, excluding fuel, for a forty-five (45) day period.  This
amount shall be reviewed periodically by the Owners to determine its
adequacy.

    (c)           (i)           On
or before September 1 of each year, the Operator shall submit to the Owners
a budget of its estimate of operation and maintenance costs, and fuel costs,
other than coal, by calendar months for the operating year beginning January 1
next following.  Such budget shall be subject to approval by the
Owners which approval shall not unreasonably be withheld; if such approval is
not given by November 1 in any such year, the Owners shall agree upon a
revised budget not later than December 1 of such year.  Each
budget shall include such items of expenditure for replacement and repair of
Project facilities as are normal to projects of a similar character and shall
provide an adequate contingency item for emergency repairs and
replacements.  The Operator will submit budget revisions as may become
necessary from time to time during any operating year which Owners shall
promptly consider and which shall similarly be subject to approval by
Owners.  The budget will control expenditures for operating purposes
through the ensuing year, except as may be required in an
emergency.

    The
budget will list the work force and expense therefor, materials, supplies, and
other expenses associated with the normal maintenance
program.  Extraordinary items of maintenance will be detailed to set
forth the cost of labor required beyond that available from the regular force
and other expense which will be incurred.

    The
maintenance budget shall include an additional 10% or an amount as mutually
agreed by the Owners' Committee for contingencies to allow for expeditious
handling of items of unforeseen maintenance, the delay of which would endanger
equipment or personnel, or which would restrict production below the output
required.  Items of unforeseen maintenance for which an expenditure
would be made from the contingent

    budget
items which are estimated to cost $50,000 or more will be referred to the Owners
for approval before the expenditure is committed.

    In the
event of emergency or forced outages, reductions in Project capability, or
instances of unforeseen maintenance restricting production below that required
by the Owners during which repairs could be effected more rapidly by expenditure
of overtime, the Owners will be individually notified, and those desiring
accelerated repairs will equally share the expediting costs expended to return
the Project to the required operating level at an earlier date.

    (ii)           On
or before September 1 of each year, the Operator shall prepare a
construction budget of items of capital improvements, betterments, replacements
(other than normal replacements budgeted under the foregoing provisions of this
subparagraph (c)) or other capital expenditures and retirements of
facilities and equipment, relating to Project facilities as may be suggested or
proposed by any Owner, for construction commencing during the year beginning
January 1, next following.  Upon unanimous approval of Owners of
a construction budget the Owners will be responsible for payment of their
respective percentage shares of the cost of any such improvement, betterment,
capital expenditure or retirement so approved.  Puget shall deposit
funds in advance as necessary for construction and the Operator shall perform,
or cause to be performed, such construction under procedures similar to the
Project construction.  The rights, titles and interests, including
Ownership Percentage interest, of any Owner in and to any such capital
additions, improvements, betterments or replacements shall be in the
same percentage as the ownership interest provided in the Construction and
Ownership Agreement.  Proceeds from salvage shall be distributed to
the Owners or with the unanimous approval of the Owners applied to obligations
of the Project.

    (iii)           The
Owners recognize that it will be necessary for continued operation of the
Project, or to maintain the Project in operable condition, that the Operator be
in a position to meet commitments for payroll, repairs and replacements,
materials and supplies, services and other expenses of a continuing nature in
order that it may fulfill its obligations to the Owners as Operator under this
Agreement.  Accordingly, notwithstanding the foregoing provisions of
this subparagraph (c), the Operator may make all expenditures in the normal
course of business, or in an emergency, as necessary for the proper and safe
operation and maintenance of the Project; as soon as practicable after the
making of any such expenditures the Operator shall make a full report thereof to
Owners.

    (d)           Any
action required by a final and binding order of any public authority having
jurisdiction or in any emergency for the safety of the Project will be taken by
the Operator.

    (e)           The
Operator shall provide each Owner with regular monthly reports on construction,
operation and maintenance of the Project.  Each Owner shall have the
right through its officers, employees or agents to inspect the Project and
Project records at any reasonable time.

     

    
      	
              XIII.

            	
              Maintenance – Spare
      Parts

            


    

     

    A
reasonable and adequate supply of spare parts will be provided by the Owners and
stocked for maintenance of Project equipment.  The Operator shall
reorder items of stock used in the maintenance program as
necessary.

     

    
      	
              XIV.

            	
              Operating and
      Maintenance Expenses and
Accounting

            


    

     

    (a)           The
Operator will pay all operating and maintenance expenses of the
Project.

    (b)           On
or before the twenty-sixth (26th) day of each month, the Operator shall render
to each Owner a statement showing for the preceding accounting
month:

    (1)           All
Project operation and maintenance expenses paid or accrued by the Operator
during the preceding accounting month including but not limited to:

    (i)           The
cost of all payroll including related payroll taxes of direct Project
employees;

    (ii)           Payroll
of Montana's employees, other than those customarily charged to Montana's
administrative and general expenses, and other than direct Project employees, on
an actual time basis including related payroll taxes such as social security
taxes and unemployment insurance costs;

    (iii)           Materials
and supplies including related purchasing and handling costs;

    (iv)           Reasonable
traveling expense including use of Owner's transportation
equipment;

    (v)           Any
purchase power costs as agreed by the Owners' Committee ;

    (vi)           Communication
costs directly related to the Project;

    (vii)           Other
miscellaneous costs.

    (2)           As
a reimbursement for General Office electric system administrative and general
expenses and related employee benefit costs indirectly applicable to the Project
but not charged thereto, Montana will charge monthly to the Project costs a
percentage of the total Project labor costs incurred during the previous month,
which labor costs include a loading rate to cover pay for time not worked such
as vacation, holidays, sick leave, etc.  The applicable percentage
rate shall be determined annually by agreement of the Owners and shall be based
upon the Montana's actual costs during the previous year.  The
applicable rate shall be the quotient of dividing the total of the Montana's
general office electric system annual charges to F.P.C. account 920
Administrative and General Salaries and account 921, Office Supplies and
Expenses by the Montana's total annual electric system labor costs, including
charges to construction, retirements and clearing accounts.

    (c)           On
or about the fifth (5th) day after receipt of the Operator's said statement,
Puget shall pay to Montana as Operator its Ownership Percentage share of the
total operation and maintenance expenses shown on said statement.

    (d)           The
Operator's said statement shall be by account classification in accordance with
the Uniform System of Accounts prescribed for electric utilities by the Federal
Power Commission, except as may be otherwise directed by the Owners; provided,
however, that in the event differing requirements of differing Owners require
additional accounting records, the Operator shall furnish such records as may
reasonably be required for each Owner's such purposes.

    (e)           It
is recognized by the Owners that the A&G expense provision above is designed
to reimburse Montana for normal and routine accounting and other supervisory
costs related to the Project.  In the event extraordinary matters
requiring significant expenditure of time or expense by officers, other
supervisory personnel of either Owner or outside consultants are necessary in
order to preserve or protect the Project such as major administrative or legal
proceedings, or similar matters, the Owners may, by mutual consent, permit such
extraordinary costs to be charged directly to Project operating expenses in
addition to the above A&G expenses, which consent shall not be unreasonably
withheld.

     

    
      	
              XV.

            	
              Annual Review of
      O&M Costs

            


    

     

    At least
annually, the Owners' Committee shall review the allocation of operation and
maintenance costs under this Agreement to determine whether there are any
material inequities and, if there are material inequities, shall devise a
procedure for correcting the same.

     

    
      	
              XVI.

            	
              Disposal of Waste or
      Surplus Commodities, Materials, Equipment and Other Personal
      Property

            


    

     

    (a)           The
fly ash and the bottom ash and other by-products of combustion removed from
boiler furnace will be disposed of by the Operator.  The costs of such
disposal shall be included as an operating expense and charged back to the
Owners in proportion to their respective coal consumption.

    (b)           Any
commodities, materials, including fly ash, equipment or other real or personal
property which is produced from or
is available from the Project and which is surplus to the then present or
reasonably foreseeable future requirements of the Project may be sold or
otherwise disposed of upon such terms and conditions and for such periods of
time and the proceeds divided as may be approved by Owners.

    (c)           The
foregoing shall not be applicable under any circumstances or in any manner to
sale or disposal of electric energy.

    
      
      

    

    
    

    
      	
              XVII.

            	
              Uncontrollable
      Forces

            


    

     

    The
Operator shall not be considered in default of any of its obligations hereunder
if failure of performance shall be due to uncontrollable forces.  The
term "Uncontrollable Forces" shall mean any cause beyond the control of the
Operator affected and which by the exercise of reasonable diligence, the
Operator is unable to overcome, and shall include but not be limited to an act
of God, fire, flood, explosion, strike, labor disputes, labor or material
shortages, sabotage, an act of the public enemy, civil or military authority,
including court orders, injunctions, and orders of government agencies with
proper jurisdiction prohibiting acts necessary to performance hereunder or
permitting any such act only subject to unreasonable conditions, insurrection or
riot, an act of the elements, failure of equipment, or inability to obtain or
ship materials or equipment because of the effect of similar causes on suppliers
or carriers.  Nothing contained herein shall be construed so as to
require Operator to settle any strike or labor dispute in which it may be
involved.  Any party rendered unable to fulfill any obligation by
reason of uncontrollable forces shall exercise due diligence to remove such
inability with all reasonable dispatch.

     

    
      	
              XVIII.

            	
              Applicable Laws and
      Regulations

            


    

     

    The
Operator in its performance of its obligations hereunder shall conform to all
applicable laws, rules and regulations and, to the extent that its operations
may be subject to the jurisdiction of State or Federal regulatory agencies,
shall conform to the terms of valid and applicable orders of any such
agencies.

     

    
      	
              XIX.

            	
              Obligations are
      Several

            


    

     

    The
duties, obligations and liabilities of Montana and Puget hereunder are intended
to be several and not joint or collective and neither shall be jointly or
severally liable for the acts, omissions, or obligations of the
other.  Nothing herein contained shall be construed to create an
association, joint venture, partnership, or impose a partnership duty,
obligation or liability, between Montana and Puget.  Neither party
shall have a right or power to bind the other party without its express written
consent, except as expressly provided in this Agreement.  This
Agreement shall be construed in accordance with the laws of the State of
Montana.

     

    
      	
              XX.

            	
              Notices

            


    

     

    Any
notice, demand, or request provided for in this Agreement served, given, or made
in connection therewith, shall be deemed properly served, given or made if given
in person or sent by registered or certified mail, postage prepaid, addressed to
the party or parties at its principal place of business to the attention of the
president or chief executive officer of Montana and Puget.  Any party
may at any time, and from time to time, change its designation of the person to
whom notice shall be given by giving notice to all other parties as hereinabove
provided.

     

    
      	
              XXI.

            	
              Execution

            


    

     

    This
Agreement shall be effective and binding when executed by Montana and Puget as
hereinabove provided.

     

    
      	
              XXII.

            	
              Assignment

            


    

     

    This
Agreement may not be assigned except as provided in paragraph 16 of the
Ownership Agreement.

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement in several
counterparts.

    
      	
               

               

              ATTEST:

               

              /s/
      W.
      Watson                                     Secretary

               

            	 
      	
              PUGET
      SOUND POWER & LIGHT COMPANY

               

               

              By  /s/ D. H.
      Knight                                           
           

              Vice
  President

            
	
               

               

              ATTEST:

               

              /s/
      John
      C. Hauck                                 Secretary

            	 
      	
              THE
      MONTANA POWER COMPANY

               

               

              By            /s/ Geo. W. O'Connor   
      Secretary

            


    

    


    
      	
              STATE
      OF
      WASHINGTON                            )

                 )

              COUNTY
      OF
      KING                                         )

            	
               

              ss

            	 
      


    

    


    On this
5th day of September, 1972, before me, the undersigned, a Notary Public in and
for the State of Washington, personally appeared D. H. Knight, known to me to be
Vice President of PUGET SOUND POWER & LIGHT COMPANY and acknowledged to me
that he executed the within instrument on behalf of that
corporation.

     

    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the
day and year in this certificate first above written.

     

    
      	 
      	 
      	
               

              [Signature
      Illegible]                                         

              Notary
      Public for the State of Washington 

              Residing
      at Bellevue

              My
      Commission expires:  12/1/73

            
	
              STATE
      OF
      MONTANA                                  )

                 )

              COUNTY
      OF SILVER
      BOW                          )

            	
               

              ss

            	 
      


    

    


    On this
11th day of September, 1972, before me, the undersigned, a Notary Public in and
for the State of Montana, personally appeared Geo. W. O'Connor, known to me
to be the President of THE MONTANA POWER COMPANY and acknowledged to me that he
executed the within instrument on behalf of that corporation.

     

    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the
day and year in this certificate first above written.

     

    
      	 
      	 
      	
               

              [Signature
      Illegible]                                    
      

              Notary
      Public for the State of Montana

              Residing
      at Butte, Montana

              My
      Commission expires:  July 17,
1974