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HomeMy WebLinkAbout07-02-26 - Sustainability Board - Agendas & Packet MaterialsA. Call to Order - 6:00 PM B. Disclosures C. Changes to the Agenda D. Approval of Minutes D.1 Approve the June 10, 2026 Sustainability Advisory Board Minutes (Carlson-Ham) E. Public Comments on Non-agenda Items Falling within the Purview and Jurisdiction of the Board THE SUSTAINABILITY BOARD OF BOZEMAN, MONTANA SB AGENDA Wednesday, July 8, 2026 General information about the Sustainability Board can be found in our Laserfiche repository. If you are interested in commenting in writing on items on the agenda please send an email to comments@bozeman.net or by visiting the Public Comment Page prior to 12:00pm on the day of the meeting. At the direction of the City Commission, anonymous public comments are not distributed to the Board or staff. Public comments will also be accepted in-person and through Video Conference during the appropriate agenda items. As always, the meeting will be streamed through the Commission's video page and available in the City on cable channel 190. For more information please contact Natalie Meyer, nmeyer@bozeman.net This meeting will be held both in-person and also using an online videoconferencing system. You can join this meeting: Via Video Conference: Click the Register link, enter the required information, and click submit. Click Join Now to enter the meeting. Via Phone: This is for listening only if you cannot watch the stream, channel 190, or attend in- person United States Toll +1 346 248 7799 Access code: 934 9305 9514 Approve the June 10, 2026 Sustainability Advisory Board Minutes. This is the time to comment on any non-agenda matter falling within the scope of the Sustainability Board. There will also be time in conjunction with each agenda item for public comment relating to that item but you may only speak once per topic. Please note, the Board cannot take action on any item which does not appear on the agenda. All persons addressing the 1 F. Special Presentations F.1 Proposed Wetland and Watercourse Code Submittal Requirements Amendment (Ross) G. Action Items G.1 Recommendation to Authorize the Green Power Program Lead Community Agreement with NorthWestern Energy(Meyer) H. FYI/Discussion I. Adjournment Board shall speak in a civil and courteous manner and members of the audience shall be respectful of others. Please state your name, and state whether you are a resident of the city or a property owner within the city in an audible tone of voice for the record and limit your comments to three minutes. General public comments to the Board can be found on their Laserfiche repository page. Having reviewed and considered the staff report, materials, public comment, and all information presented, I move to recommend that the City Commission authorize the City Manager to sign the Green Power Program Lead Community Agreement with NorthWestern Energy. This board generally meets on the second Wednesday of the month 6:00 pm to 8:00 pm. Citizen Advisory Board meetings are open to all members the public. If you have a disability that requires assistance, please contact our ADA Coordinator, David Arnado, at 406.582.3232. 2 Memorandum REPORT TO:Sustainability Board FROM:Kesslie Carlson-Ham, Sustainability Program Analyst Natalie Meyer, Sustainability Program Manager SUBJECT:Approve the June 10, 2026 Sustainability Advisory Board Minutes MEETING DATE:July 8, 2026 AGENDA ITEM TYPE:Minutes RECOMMENDATION:Approve the June 10, 2026 Sustainability Advisory Board Minutes. STRATEGIC PLAN:1.2 Community Engagement: Broaden and deepen engagement of the community in city government, innovating methods for inviting input from the community and stakeholders. BACKGROUND:In accordance with Commission Resolution 5323 and the City of Bozeman's Citizen Advisory Board Manual, all Boards must have minutes taken and approved. Prepared minutes will be provided for approval by the board at the next scheduled meeting. Staff will make any corrections identified in the minutes before submitting them to the City Clerk's Office. UNRESOLVED ISSUES:None. ALTERNATIVES:As suggested by the Board. FISCAL EFFECTS:None. Attachments: 06-10-2026 Sustainability Advisory Board.pdf Report compiled on: May 5, 2026 3 Sustainability Advisory Board Meeting Minutes, 06/10/2026 Page 1 of 2 SUSTAINABILITY ADVISORY BOARD MEETING OF BOZEMAN, MONTANA MINUTES 06/10/2026 General information about the Sustainability Board can be found in our Laserfiche repository. This board generally meets on the second Wednesday of the month 6:00 pm to 8:00 pm. A) 00:04:36 Call to Order - 6:00 PM C) 00:05:33 Changes to the Agenda B) 00:05:57 Disclosures F) 00:06:15 FYI/Discussion F.1 00:07:20 Work Session on Green Power Program Lead Community Agreement with NorthWestern Energy Sustainability Board Agenda_Lead Community Agreement_20260610.pdf E) 00:07:14 Public Comments on Non-agenda Items Falling within the Purview and Jurisdiction of the Board E) 01:09:48 Public Comments on Non-agenda Items Falling within the Purview and Jurisdiction of the Board D) 01:17:09 Approval of Minutes D.1 01:17:51 Approve the May 13, 2026 Sustainability Advisory Board Minutes 05-13-2026 Sustainability Advisory Board.pdf 01:17:58 Motion to approve Approve the May 13, 2026 Sustainability Advisory Board Minutes. Nick Fitzmaurice: Motion 4 Sustainability Advisory Board Meeting Minutes, 06/10/2026 Page 2 of 2 Kristin Blackler: 2nd 01:18:28 Vote on the Motion to approve Approve the May 13, 2026 Sustainability Advisory Board Minutes. The Motion carried 5 - 0. Approve: Kristin Blackler Isabel Friedman Jessica Wiese Nick Fitzmaurice Kendra Kallevig Disapprove: None G) 01:18:33 Adjournment 5 Memorandum REPORT TO:Sustainability Board FROM:Nicholas Ross - Director of transportation and Engineering. SUBJECT:Proposed Wetland and Watercourse Code Submittal Requirements Amendment MEETING DATE:July 8, 2026 AGENDA ITEM TYPE:Citizen Advisory Board/Commission RECOMMENDATION:Provide feedback on proposed revisions to submittal requirements within the city's Wetland and Watercourse Code. STRATEGIC PLAN:1.1 Outreach: Continue to strengthen and innovate in how we deliver information to the community and our partners. BACKGROUND:The city of Bozeman approved substantial revisions to its Wetland and Watercourse regulations with the Unified Development Code in October 2025. Upon adoption and implementation, staff were made aware of two submittal requirement issues associated with outside agencies. City Commission has authorized staff to consider amending the code to remove these conflicts. As part of the engagement plan for this effort, staff will present the revision to the Sustainability Board for review and comment. Feedback from the Board will be provided to the Community Development Board and City Commission for consideration. BMC Sec. 38.710.120.2.a. defines nine elements that must be included in a Wetlands and Watercourses Delineation Report, including: (2) An Approved Jurisdictional Determination provided by the USACE (8) A determination of status issued by the Gallatin Conservation District Representatives from USACE and GCD have expressed to the city that the demands of these requirements now fall outside of their capacity or internal policy. This conflict requires amendment of city code to allow for a viable path to approval. UNRESOLVED ISSUES:None ALTERNATIVES:As suggested by the Board. FISCAL EFFECTS:None. 6 Report compiled on: June 4, 2026 7 Memorandum REPORT TO:Sustainability Board FROM:Sustainability Program Manager, Natalie Meyer Assistant City Manager, Jon Henderson SUBJECT:Recommendation to Authorize the Green Power Program Lead Community Agreement with NorthWestern Energy MEETING DATE:July 8, 2026 AGENDA ITEM TYPE:Citizen Advisory Board/Commission RECOMMENDATION:Having reviewed and considered the staff report, materials, public comment, and all information presented, I move to recommend that the City Commission authorize the City Manager to sign the Green Power Program Lead Community Agreement with NorthWestern Energy. STRATEGIC PLAN:6.3 Climate Action: Reduce community and municipal Greenhouse Gas (GHG) emissions, increase the supply of clean and renewable energy; foster related businesses. BACKGROUND: On November 28th, 2023, the Bozeman City Commission authorized the City Manager to sign the Green Power Program (GPP) Term Sheet with NorthWestern Energy. This non-binding agreement has guided program design and defined the implementation process. The Lead Communities of Missoula County, City of Missoula, and the City of Bozeman each approved the Term Sheet with NorthWestern Energy. Upon implementation, the program will allow local governments and commercial NorthWestern Energy electric service customers to enter into a long-term subscription agreement to support the development of a new renewable energy resource in Montana. Participating local governments may choose to enable short-term residential subscriptions. Participation is voluntary and will include on-bill costs and credits. All costs and credits of the program will be borne by subscribers. To make this possible, NorthWestern and the Lead Communities have negotiated an agreement to file a new rate (Tariff) with the Public Service Commission (PSC) and jointly pursue project development through a Request for Proposals (RFP) for a renewable energy resource. While many Green Power Programs (a.k.a. Green Tariffs) exist throughout the country, it’s a new rate structure in Montana. The program represents 8 the most significant opportunity for the City of Bozeman to advance our 100% net clean electricity goal identified in the 2020 Bozeman Climate Plan. Efforts have been underway since 2020 to negotiate the program structure with NorthWestern. As the parties finalize the terms, the next phase of the program is the adoption of a Lead Community Agreement, which defines the roles and responsibilities between each Lead Community and NorthWestern to implement the Green Power Program. Adoption of the Lead Community Agreement does not bind the Lead Communities to subscribe to the Green Power Program. On June 10, 2026, Sustainability Program Manager, Natalie Meyer, provided an overview of the Lead Community Agreement to the Sustainability Board. The Sustainability Board was invited to ask questions, received public comment, and discussed the program. NorthWestern has provided final program documents for the Lead Communities to review. The following documents are included as attachments: Lead Community Agreement: Outlines roles and responsibilities for the Lead Communities and NorthWestern to bring the GPP to the Public Service Commission (PSC) Tariff: The GPP rate structure to be adopted by the PSC Notice of Interest: The non-binding indication of how much electricity a customer would like to subscribe to the GPP Community Subscription Agreement: The binding community customer agreement to subscribe to the GPP Commercial Subscription Agreement: The binding commercial customer agreement to subscribe to the GPP Residential Enrollment Form: The short-term residential subscription enrollment form for participating jurisdictions At the July 8, 2026, Sustainability Board meeting, City Staff will share a follow-up presentation on the Green Power Program and accompanying documents. The Sustainability Board will be asked to review the materials, ask questions, receive public comment, discuss, and make a formal recommendation to the City Commission on the authorization of the Lead Community Agreement. More information can be found on the project website: Green Power Program | City of Bozeman UNRESOLVED ISSUES:None. ALTERNATIVES:As suggested by the Board. FISCAL EFFECTS:Signing the Lead Community Agreement commits the City of Bozeman to 9 paying a share of the costs incurred by NorthWestern to develop and issue a Request for Proposals (RFP) for the renewable resource if the City terminates the Lead Community Agreement. The Lead Community Agreement does not commit the City of Bozeman to subscribe to the Green Power Program, but it advances the approval process to the Montana Public Service Commission for consideration of the Green Power Program Tariff. Attachments: Sustainability Board Agenda_Lead Community Agreement_20260610.pdf Lead Community Agreement_FINAL.pdf Green Power Program Tariff_FINAL.pdf Notice of Interest_FINAL.pdf Community Subscription Agreement_FINAL.pdf CI Subscription Agreement_FINAL.pdf Residential Enrollment Form_FINAL.pdf Report compiled on: July 2, 2026 10 Green Power Program: Lead Community Agreement Sustainability Advisory Board Work Session Natalie Meyer Sustainability Program Manager City of Bozeman 11 Today’s Agenda •The Big Picture: Why establish a Green Power Program (GPP)? •Guiding Principles Behind Montana’s GPP •Timeline and Process: Where We’ve Been, Where We Are Now, Where We’re Going •Impact of Approving the Lead Community Agreement •Future City Commission Steps 12 The Big Picture The Green Power Program is a key strategy to reach 100% clean electricity, especially considering limited options in Montana, i.e., •Net metering limit; •No enabling legislation for community solar; and •Limited customer options for new clean energy through NorthWestern in its service territory. 13 What Is A Green Power Program? An option for customers of regulated utilities to buy power from newly developed renewable energy sources through a special rate (“tariff”) on their utility bills 14 Guiding Principles 1.Develops new, utility-scale renewable energy in Montana 2.Program rates, contract terms, and eligibility requirements are as accessible and attractive to as many customers as possible 3.Program does not negatively impact non-participating customers 15 GP1: New, utility-scale renewable energy •New solar or wind resource, potentially paired with storage, located in Montana •Size will be capped at 50 MW for the initial phase of the program •The resource will be owned and operated by NorthWestern 16 17 GP2: Accessible and attractive •Contract terms and eligibility: •All local government, commercial, and industrial NorthWestern Energy electricity customers may participate for the depreciable life of the project •Residents in participating jurisdictions will have the ability to opt-in for short-term subscriptions •Participation is completely voluntary 18 GP2:Accessible and attractive •Program rates •(Fixed costs) –(Floating credit) = Subscription rate •Floating credit based on the market value of the electricity produced •Early modeling indicated a modest premium with the potential for a bill credit •Expiration of clean energy tax credits may have a significant impact on program economics 19 GP3:No impact to non-participants •Cost of the project will be incorporated into the subscription rate •The program design ensures that the program costs are fully recouped from program subscribers 20 Additional Provisions •Process for PSC approval, commercial and industrial recruitment, and RFP issuance •Opportunity to participate through the depreciable life of the project, with the option to extend •Names communities as lead marketers of the program •Agreement to collaborate on future projects •Retirement of renewable energy credits (RECs) on behalf of participants 21 Where We’ve Been Dec. 2019 Provisional goal of 100% clean electricity Dec. 2019 June 2020 Missoula MOU with NorthWestern Energy signed Feb. 2021 Dec. 2020 100% clean electricity adopted under the Bozeman Climate Plan Green Power Program Design PSC directs NWE to explore green tariff Interlocal between Missoula County, Cities of Missoula, Bozeman, Helena Jan.2024 Green Power Program Term Sheet Approved 22 Where We’ve Been Dec. 2019 Provisional goal of 100% clean electricity Dec. 2019 June 2020 Missoula MOU with NorthWestern Energy signed Feb. 2021 Dec. 2020 100% clean electricity adopted under the Bozeman Climate Plan Green Power Program Design PSC directs NWE to explore green tariff Interlocal between Missoula County, Cities of Missoula, Bozeman, Helena Jan.2024 Green Power Program Term Sheet Approved Spring 2026 Lead Community Agreement Approval 23 What is the Lead Community Agreement? •The Lead Community Agreement (LCA) outlines roles and responsibilities for the Lead Communities and NorthWestern to bring the GPP to the Public Service Commission (PSC), including: •RFP design and process specifications •Each community signs its own LCA with NorthWestern •Then, the Lead Communities and NorthWestern jointly file the GPP Tariff * and rate structure with the PSC * “Tariff”: formal term for an approved rate structure.24 Where We’re Going 2026 Joint Tariff filing at PSC 2027 RFP process 2027 Notices of Interest submitted after PSC approval 2027 Subscription Agreements submitted 2028-2029 Compliance filing with PSC Green Power Program Design Jan. 2024 Green Power Program Term Sheet Approved Spring 2026 Lead Community Agreement Approval -Roles & Responsibilities -RFP Design & Process 25 What Does Approving the Lead Community Agreement Mean? * With NorthWestern, Missoula County, City of Missoula ** NorthWestern only •Approving the LCA begins program implementation and is the first step for moving through the implementation process •Subsequent City steps: •Filing the Tariff at the PSC * •Submitting a Notice of Interest and recruiting potential Subscribers •Releasing a Request for Proposal * •Considering and approving Subscription Agreement •Reviewing NorthWestern compliance filing at the PSC ** 26 What‘s Entailed? Commits the City? Financial Decision? Lead Community Agreement (current step) -Roles & Responsibilities -RFP Design & Issuance Process Yes-To file with NorthWestern, County, Bozeman at PSC-To Pay for RFP (if LCA is terminated) Yes(tentative future step)-Legal Representation, Technical Expertise Costs -To Pay for RFP(if LCA is terminated) Tariff -Commission-Approved Program Design No Yes-Legal Representation Costs Notice of Interest -Non-Binding Load Information that Informs RFP No Yes-Subscriber Engagement Subscription Agreement -Binding Subscription for the Life of the Project Yes-To Purchase Energy Yes-New Electricity Rate FUTURE CITY COMMISSION STEPS 27 28 Thank you! Q&A 29 Lead Community Green Power Program Support Agreement Page 1 of 9 Lead Community Green Power Program Support Agreement This Lead Community Green Power Program Support Agreement (“Agreement”) is dated this ___ day of ____________________, 2026, by and between [insert Lead Community name], a government unit in the State of Montana (the “Lead Community”) and NorthWestern Corporation d/b/a NorthWestern Energy (“NorthWestern”), a Delaware corporation. NorthWestern and Lead Community may individually or collectively be referred to herein as a “Party” or “Parties,” respectively. PURPOSE The Lead Community desires to support the recruitment of a Green Power Resource through this Agreement with NorthWestern. AGREEMENT NorthWestern and the Lead Community agree as follows: 1. Definitions. a. Commercial and Industrial (“C&I”) Subscriber - An eligible C&I Customer who has a fully executed C&I Subscription Agreement with NorthWestern. b. Community Subscriber - An eligible Community Customer who has a fully executed Community Subscription Agreement with NorthWestern. c. Eligible Customer - An Eligible Community Customer, Eligible C&I Customer, or Eligible Residential Customer. d. Eligible C&I Customer – A non-residential electric supply customer receiving service under Tariff Schedule Nos. GSEDS-1 or GSEDS-2. e. Eligible Community Customer – A Montana county or incorporated city or town that receives electric service from NorthWestern. f. Eligible Residential Customer – A residential customer: (1) receiving service under Tariff Schedule No. REDS-1, Residential Electric Delivery Service, (2) not currently receiving Low Income Home Energy Assistance Program (“LIHEAP”) benefits unless there is local, state, or federal funding to cover the Green Power Program costs for the residential customer; (3) premise(s) where customer receives NorthWestern service is located within the county, city, or town of a Community Subscriber and participation is approved by the Community Subscriber; and (4) is not delinquent on any payments to NorthWestern for service to the premise(s). g. Final Non-Appealable Order – an order issued by the PSC that approves the Green Power Program tariff and subscription forms that is considered final (i.e. not subject to further motions for reconsideration, petitions for judicial review, or other appeals). h. Green Power Program - A PSC-approved tariff program designed to provide Eligible Community Customers, Eligible C&I Customers, and Eligible Residential 30 Lead Community Green Power Program Support Agreement Page 2 of 9 Customers with a Green Power Resource to reduce greenhouse gas emissions associated with their electricity supply service. This initial program will be capped at 50 MW, which shall be no more than the maximum rated generating output of any generating facility under specific conditions designated by the original equipment manufacturer plus the maximum rated discharge power capability of any battery storage system equipment under specific conditions designated by the original equipment manufacturer. i. Green Power Resource - A new, NorthWestern-owned, operated, and maintained renewable energy supply resource (e.g., wind or solar generator, potentially paired with an energy storage system) located in Montana and procured to fulfill the Green Power Program. This resource would be above the supply needs identified in NorthWestern’s Integrated Resource Plans. j. Independent Monitor - An impartial third-party entity that shall monitor the evaluation of bids pursuant to the RFP for the Green Power Program, provide oversight to ensure a fair and transparent RFP, be familiar with competitive bid and evaluation processes, and evaluate and document the process used by NorthWestern to solicit and evaluate bids received during the RFP process. Montana law establishing parameters of how NorthWestern must conduct a request for proposal process for procurement of an electricity supply resource shall control if there is a conflict with the terms of this Agreement. k. Lead Communities - A subset of the Community Subscribers who are initiating the Green Power Program, and as of the date of this Agreement include the City of Missoula, the County of Missoula, and the City of Bozeman. l. Notice of Interest - A non-binding form submitted by an Eligible Community Customer or Eligible C&I Customer that identifies its expected load commitment in the Green Power Program. m. PSC – Montana Public Service Commission. n. Request for Proposals (“RFP”) - A process that announces the Green Power Program, describes the resource requirements, and solicits bids from qualified contractors to complete the construction of the Green Power Resource. o. Subscriber – Community Subscribers and C&I Subscribers. p. Subscription Agreement - The binding contract setting forth the specific load commitment for a Subscriber. The form will vary depending on the type of Subscriber and require a commitment for the Depreciable Life of the Green Power Resource. q. Subscription Level – means the load commitment of Community Subscriber or C&I Subscriber in the Green Power Program as set forth in their Subscription Agreement. 2. Notice of Interest. Attached to this Agreement as Exhibit A is the Lead Community’s Notice of Interest for the Green Power Program that identifies an expected load commitment of ________ annual kilowatt hours (akWh). 3. Term. This Agreement is effective upon execution by NorthWestern and the Lead Community, and unless terminated under the terms of this Agreement, shall remain in effect until the PSC approval of a Green Power Program compliance filing that is 31 Lead Community Green Power Program Support Agreement Page 3 of 9 acceptable pursuant to Section 7.c and incorporates all RFP costs incurred under this Agreement, or until the RFP costs incurred under this Agreement are recovered by NorthWestern pursuant to Section 8. 4. PSC Filing. a. NorthWestern and the Lead Community shall jointly file with, and seek approval from, the PSC for a Green Power Program, including a tariff and Subscription Agreement forms. NorthWestern and the Lead Community shall submit this filing to the PSC on or before the _____ day of __________, 2026. b. The Lead Community shall actively participate during the PSC proceeding in support of the Green Power Program. c. If the PSC declines to approve the Green Power Program as proposed by NorthWestern and the Lead Community, or if the PSC adds or removes any terms or conditions which are not acceptable to NorthWestern or the Lead Community, either NorthWestern or the Lead Community may unilaterally terminate this Agreement pursuant to Section 6. Section 8 for recovery of RFP costs does not apply to termination of the Agreement pursuant to this Section. d. After issuance of a Final Non-Appealable Order by the PSC approving the Green Power Program acceptable to NorthWestern and the Lead Community, the Lead Community will have 180 days to recruit Eligible Community Customers and Eligible C&I Customers (the “Recruitment Period”) and have Eligible Community Customers and Eligible C&I Customers submit Notices of Interest to NorthWestern. 5. Request for Proposals. a. NorthWestern shall document all costs incurred with the administration of the RFP and provide such documentation upon request to the Lead Community. b. NorthWestern and the Lead Community will collaborate with NorthWestern’s RFP administrator on the design of an RFP, including the design of the RFP scoring matrix, for the Green Power Resource. If either NorthWestern or the Lead Community do not approve of the design of the RFP, each Party can unilaterally terminate this Agreement pursuant to Section 6. c. If NorthWestern, or any affiliates of NorthWestern, participates in the RFP through the submission of a bid, NorthWestern must ensure NorthWestern personnel who designed the RFP do not communicate or share information with NorthWestern personnel involved in the development of the RFP project. d. In the event that NorthWestern decides to bid into the RFP, there will be an Independent Monitor to ensure that there is a fair, impartial and competitive RFP process for the selection of the Green Power Resource. If an Independent Monitor is necessary because NorthWestern bid into the RFP, the Independent Monitor will be selected jointly by NorthWestern and Lead Community. In the event NorthWestern elects to bid into the RFP, NorthWestern will pay the costs for an Independent Monitor to oversee the RFP process. If NorthWestern’s bid is successful, costs of the Independent Monitor will be included in the costs of the Green Power Resource. 32 Lead Community Green Power Program Support Agreement Page 4 of 9 e. NorthWestern, through the RFP administrator, shall issue the RFP within 30 days of approval of the design of the RFP by the Lead Community and by NorthWestern, but not prior to the close of the Recruitment Period. f. Through NorthWestern’s RFP administrator, NorthWestern and the Lead Community will collaborate on scoring the submitted bids, and the selection of top preferred bids. g. NorthWestern shall provide an estimated revenue requirement and associated tariff pricing for the top preferred bids within 30 days to Lead Community. NorthWestern will calculate the estimated revenue requirement consistent with standard ratemaking practice and shall make available to the Lead Community the workpapers associated with these calculations upon request, including the level and cost of property insurance. The estimated revenue requirement and tariff pricing will include all known capital costs and expenses for the Green Power Resource(s), program pricing, and estimated energy and capacity credits. If the Lead Community requests additional information on the calculation of the revenue requirement, including insurance coverage and cost details, it will notify NorthWestern. NorthWestern will have 15 days to provide additional information. The final revenue requirement will be subject to the PSC’s approval through a compliance filing. h. NorthWestern shall receive Subscription Agreements submitted by Eligible Community Customers and Eligible C&I Customers for 60 days after the estimated revenue requirement and tariff pricing have been determined for the top preferred bids and have been shared with the Lead Community. If the Lead Community requests additional information pursuant to Section 5g, NorthWestern will receive Subscription Agreements for an additional 15 days after receiving this notice. NorthWestern will share the Subscription Levels of all Subscription Agreements with the Lead Community as they are received and accepted, without disclosing any customer-specific information. i. NorthWestern and the Lead Community will collaborate on NorthWestern’s selection of the Green Power Resource from the top preferred bids and engage collaboratively through the RFP process. If either NorthWestern or the Lead Community do not approve of the selected Green Power Resource, the estimated revenue requirement, or the level of property insurance proposed for the Green Power Resource, this Agreement may be unilaterally terminated pursuant to Section 6. j. If NorthWestern receives Subscription Agreements totaling at least the expected output, in annual kilowatt hours (akWh), of the selected bid for the Green Power Resource, NorthWestern shall negotiate with the developer of the selected Green Power Resource to execute material procurement, construction or build/transfer contracts. k. If NorthWestern receives Subscription Agreements totaling more than the expected annual output of the Green Power Resource, NorthWestern will prioritize participation in the Green Power Program to Eligible Community Customers and Eligible C&I Customers who submitted Notices of Interest prior to the procurement process for the Green Power Resource and based on the order in which their Notice 33 Lead Community Green Power Program Support Agreement Page 5 of 9 of Interest was received by NorthWestern. If NorthWestern receives Subscription Agreements from Eligible Community Customers or Eligible C&I Customers who did not submit Notices of Interest and the Green Power Resource has not been fully subscribed by those customers who did submit Notices of Interest, NorthWestern will accept Subscription Agreements in the order they are received. 6. Termination. If either NorthWestern or the Lead Community elects to terminate this Agreement, the terminating Party shall issue a termination notice, signed by its authorized representative. Once the termination notice is delivered to the non-terminating Party in accordance with Section 13, the Parties agree to follow the procedures outlined in Section 12. If the Section 12 procedures are unsuccessful, the Agreement will be terminated subject to the obligation of the Lead Community to reimburse NorthWestern for RFP costs incurred pursuant to Section 8. 7. Compliance Filing. a. NorthWestern shall file with the PSC a compliance filing for the Green Power Program reflecting the final estimated Green Power Resource revenue requirement and resulting tariff rate if the following criteria are met: i. NorthWestern receives and accepts, subject to credit review of the applicant, Subscription Agreements equal to or above the expected annual kilowatt hours (akWh) output of the selected Green Power Resource selected through the RFP, and ii. The material procurement, construction or build/transfer contracts are executed with the developer of the Green Power Resource selected in the RFP. b. This compliance filing shall include recovery of RFP costs incurred under this Agreement. c. Either NorthWestern or the Lead Community may unilaterally terminate this Agreement pursuant to Section 6 if the PSC does not approve the compliance filing upon terms and conditions acceptable to NorthWestern or the Lead Community. 8. RFP Cost Recovery. The Lead Community, with other Lead Communities who have executed a similar Lead Community Green Power Program Support Agreement, shall be jointly and severally responsible for NorthWestern’s expenses incurred with the RFP under this Agreement unless the PSC approves recovery of these costs though the Green Power Program. The Lead Community shall remit the assessed RFP costs to NorthWestern within 90 days of a request for payment from NorthWestern. 9. Hold Harmless. Except for RFP Cost Recovery as provided for in Section 8, the Parties shall hold each other harmless from any third party claim or occurrence arising out of or related to a Party’s own performance and obligations under this Agreement (including a Party’s own costs and expenses incurred in performing its obligations under this Agreement) or a claim brought against a Party by a third party. 10. Waiver of Claims. The Parties waive any and all claims and recourse against each other, including the right of contribution for loss or damage to person or property, arising out of 34 Lead Community Green Power Program Support Agreement Page 6 of 9 or related to the performance of this Agreement. Nothing herein is intended to waive responsibility for a Party’s own acts and omissions, fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent. 11. Approvals. Where approvals are required by the Lead Community in this Agreement, approval by the Chief Administrator of the Lead Community or his/her designee are binding on the Lead Community. 12. Duty to Negotiate. A Party desiring to terminate this Agreement pursuant to Section 6 shall provide 20 days’ written notice to the other Party of its intent to terminate this Agreement (“Termination Notice”). Such Termination Notice shall include the reason for termination. In the event that any Party provides a Termination Notice, the Parties agree to promptly (within ten (10) days of providing such Termination Notice, unless the Parties agree to a longer time) commence negotiations to remedy the grievance or otherwise seek solutions to address the change in circumstance which resulted in the decision to issue the Termination Notice. If the Parties are able to resolve the underlying concern, the Parties will also pursue a mutually acceptable amendment, or replacement agreement as applicable. In such an event, the Parties agree to negotiate in good faith to address the issues giving rise to the Termination Notice such that the relative benefits and obligations of the Parties are, to the extent practicable, preserved. If the Parties are unable to resolve the underlying concern or otherwise address the issues giving rise to the Termination Notice with a mutually acceptable solution, this Agreement may be unilaterally terminated pursuant to Section 6, subject to the obligation of the Lead Community to reimburse NorthWestern for RFP costs incurred in accordance with Section 8. 13. Notice. All communications under this Agreement must be in writing and will be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally-recognized overnight courier (receipt requested); (iii) on the date sent by electronic transmission (including by e-mail) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (iv) on the 3rd day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Unless a Party has designated a different officer or address for itself by written notice to the other hereunder, such communications will be sent to the respective Party as follows: If to NorthWestern: NorthWestern Energy Attention: [___________________] 11 E. Park St Butte, Montana 59701 Email: [______________________] If to the Lead Community: [Lead Community Name] Attention: [___________________] 35 Lead Community Green Power Program Support Agreement Page 7 of 9 [Address Line 1] [Address Line 2] [City], [State] [Zip Code] Email: [______________________] 14. No Third-Party Benefit. Nothing in this Agreement creates any duty, obligation or liability of NorthWestern or the Lead Community to any person not a party to this Agreement. 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. 16. Governing Law. The validity, interpretation and performance of this Agreement, and each of its provisions, will be governed by the laws of the state of Montana without giving effect to principles of conflicts of law that would require the application of laws of another jurisdiction. The state and federal courts, as applicable, of the state of Montana will have exclusive jurisdiction for the resolution of disputes under this Agreement and NorthWestern and the Lead Community consent to such jurisdiction. 17. Waiver. A waiver by either Party of any of its rights with respect to the performance of any of the other Party’s obligations in this Agreement will not be deemed a waiver of the performance of any other obligation in this Agreement, nor will it be construed as a waiver to the same obligation in the future. 18. Amendment. Any modification or amendment to this Agreement must be in writing and signed by both NorthWestern and the Lead Community. 19. Nondiscrimination. NorthWestern will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. Hiring must be on the basis of merit and qualifications, and NorthWestern will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. NorthWestern shall use best efforts to require these nondiscrimination terms in contracts executed after the Effective Date with its sub-contractors performing NorthWestern’s obligations under this Agreement. 20. Entire Agreement. This Agreement constitutes the entire agreement between NorthWestern and the Lead Community with respect to the subject matter in this Agreement, and supersedes all prior contracts or understandings with respect to that subject matter. The attached Exhibit A is incorporated into this Agreement by this reference. IN WITNESS WHEREOF, the Lead Community and NorthWestern have caused this Agreement to be executed by their duly authorized representatives. NORTHWESTERN CORPORATION D/B/A NORTHWESTERN ENERGY [LEAD COMMUNITY] Signature: 36 Lead Community Green Power Program Support Agreement Page 8 of 9 Signature: _____________________________ Name: ________________________________ Title: _________________________________ Date: _________________________________ _____________________________ Name: ________________________________ Title: _________________________________ Date: _________________________________ 37 Lead Community Green Power Program Support Agreement Page 9 of 9 Exhibit A [Attach Notice of Interest] 38 Page 1 of 8 Green Power Program Tariff PURPOSE: This tariff establishes the Green Power Program, which provides an optional supplemental service for eligible customers of NorthWestern Corporation d/b/a NorthWestern Energy (“Utility”), as defined in the applicability section below, seeking to reduce their greenhouse gas emissions associated with electricity service. APPLICABILITY: This is optionally available to eligible Community, Commercial and Industrial (“C&I”) and Residential customers. All eligible customers must receive energy supply service from Utility. Further requirements for eligible customers include: • Eligible Community Customer – A Montana county or incorporated city or town that receives electric supply service from Utility. • Eligible Commercial and Industrial (“C&I”) Customer – A non-residential electric supply customer receiving service under Tariff Schedule Nos. GSEDS-1 or GSEDS-2. • Eligible Residential Customer – A Residential Customer: (1) receiving service under Tariff Schedule No. REDS-1, Residential Electric Delivery Service, (2) not receiving Low Income Home Energy Assistance Program (“LIHEAP”) benefits unless there is local, state, or federal funding to cover the Green Power Program Costs for the customer; (3) premise(s) where customer receives Utility service is located within the county, city, or town of a Community Subscriber and participation is approved by the Community Subscriber; and (4) is not delinquent on any payments to Utility for service to the premise(s). DEFINITIONS: A. Ancillary Costs are the costs for ancillary services under Schedules 3, 5, 6, and 11 in Utility’s Open Access Transmission Tariff that are in effect at the time of delivery and applicable to the Green Power Resource. Ancillary Costs applied to this tariff will be limited to the recovery of incremental ancillary services associated with the Green Power Resource. B. Capacity Accreditation means the amount of capacity accredited to the Green Power Resource as determined by the Resource Adequacy Program and shall be updated twice per year ahead of each season. C. Capacity Value is the value of capacity of the least-cost resource in Utility’s then-current Integrated Resource Plan, at the time a contract is executed by Utility for the Green Power Resource. D. Community Subscriber is an Eligible Community Customer who has a fully executed Community Subscription Agreement with Utility. E. C&I Subscriber is an Eligible C&I Customer who has a fully executed C&I Subscription Agreement with Utility. F. Depreciable Life means the number of years the Green Power Resource is likely to be used and useful for ratemaking purposes. G. Energy Credit is the market value of energy, as determined by this tariff, produced by the Green Power Resource at the time the energy is delivered. 39 Page 2 of 8 H. Exit Fee is a fee paid by Community Subscribers and C&I Subscribers who breach their Subscription Agreement. This fee is more fully described in the Subscription Agreements. I. Good Utility Practice means any of the practices, methods, and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods, and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expediency. Good Utility Practice is not intended to be limited to the optimum practice, method, or act of exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region. J. Green Power Resource is a new, Utility-owned, operated, and maintained renewable energy supply resource (e.g., wind or solar generator, potentially paired with an energy storage system) located in Montana and procured to fulfill the Green Power Program. This resource would be above the supply needs identified in Utility’s Integrated Resource Plans. K. Insurable Event means any occurrence that falls within the scope of coverage under the Green Power Program’s insurance policies, including events for which a claim is filed and the Reserve Fund, as required by this tariff, is used to pay the insurance deductible, and events that would otherwise qualify as insurable under the policy terms but for which no claim is filed. L. LMP is the applicable Locational Marginal Price, as measured at the Green Power Resource node, and as determined by the Western Energy Imbalance Market (“WEIM”) or other organized market in which NorthWestern participates. M. Notice of Interest is a non-binding form submitted by an Eligible Community Customer or Eligible C&I Customer that identifies its expected load commitment in the Green Power Program. N. PSC means the Montana Public Service Commission. O. RECs means Renewable Energy Certificates. One megawatt hour of renewable energy generation gives rise to one REC, and this REC embodies all environmental attributes of that renewable energy generation. P. Residential Enrollee is an Eligible Residential Customer who has a fully executed Residential enrollment form with Utility. Q. Resource Adequacy Program means the Western Resource Adequacy Program or other resource adequacy program in which Utility participates in the future. R. Subscribers means Community Subscribers and C&I Subscribers. S. Subscription Agreement is the binding contract setting forth the specific load commitment for a Community Subscriber or C&I Subscriber. The form will vary depending on the type of Subscriber and require a commitment for the Depreciable Life of the Green Power Resource. T. Subscription Level means the load commitment of Community Subscriber or C&I Subscriber in the Green Power Program as set forth in their Subscription Agreement. U. Total Annual Subscription Level means the sum of Subscription Levels from all Community Subscribers and C&I Subscribers, excluding any Subscription Level from terminated Subscription Agreements. V. Total Annual Residential Subscription Level means the total approved Subscription Level, in kilowatt-hours (“kWh”), allocated to residents in a Community Subscriber’s jurisdiction. 40 Page 3 of 8 PROGRAM PARTICIPATION: Participation in the Green Power Program will require that Eligible Community Customers and Eligible C&I Customers submit Subscription Agreements that are then fully executed with the Utility and Eligible Residential Customers submit an online enrollment form as detailed below. PARTICIPATION REQUIREMENTS: COMMUNITY SUBSCRIBERS and C&I SUBSCRIBERS are required to commit to the program for the Depreciable Life of the Green Power Resource, which is [Utility to insert Depreciable Life with compliance filing]. To prevent cost shifting to non-subscribing customers, and limit the impact to other Subscribers, a Community Subscriber or C&I Subscriber shall, pursuant to their Subscription Agreement to this program, be subject to an Exit Fee if leaving this program prior to the end of the Depreciable Life of the Green Power Resource. Further, if the Community Subscriber or C&I Subscriber fails to pay its Exit Fee by the deadline required in its Subscription Agreement, Utility (after making all reasonable efforts to collect the Exit Fee) will seek to adjust Total Annual Subscription Level through compliance filings to redistribute costs and credits of the Green Power Program. Community Subscriber or C&I Subscriber is not required to pay the Exit Fee if they transfer their subscription as described in their Subscription Agreement. COMMUNITY SUBSCRIBERS will have the ability to allocate a portion of their Subscription Level to Eligible Residential Customers. Community Subscribers electing this option must notify Utility by August 15 of its intent to allow Eligible Residential Customers to participate for the next calendar year in the Green Power Program for a portion (not to exceed 100%) of its Subscription Level. RESIDENTIAL ENROLLEES: To participate in the Green Power Program as a Residential Enrollee: • Eligible Residential Customer shall execute the online enrollment form during the annual enrollment period of September 1 through October 31, subject to approval by Community Subscriber prior to November 30 and Utility approval. Residential Enrollees will automatically be re-enrolled in the program for the next program year unless they choose to opt out of the program during the enrollment period of September 1 through October 31. Residential enrollment for the first year of operation will take place in advance of the Green Power Resource’s planned operational date to allow for residential enrollments to begin on day one of operation. The first year of operation of the Green Power Resource may not reflect a full calendar year; • Must enroll or be enrolled in Electronic Funds Transfer (“EFT”); and • Must enroll or be enrolled in Electronic Billing (“E-Bill”). Residential Enrollees will be required to participate for a 12-month period (beginning January 1 and ending December 31) with participation based on 100 kWh blocks. If Residential Enrollee cancels participation in the Green Power Program or moves out of the area in which a Community Subscriber is participating, Residential Enrollee will be billed for their remainder of the 12-month commitment, including a forecasted credit for Capacity and Energy. NorthWestern will invoice or credit Community Subscriber for any remaining costs and credits of the Subscription Level allocated to Residential Enrollees that are not paid by, or credited to, 41 Page 4 of 8 Residential Enrollees due to early termination of their 12-month commitment pursuant to the Community Subscription Agreement. Residential Enrollment cannot be transferred to another premise. QUEUE SYSTEM FOR OVERSUBSCRIBED GREEN POWER PROGRAM: Utility will maintain a list of additional interested Eligible Community Customers and C&I Customers to support subscription transfers and potential future phases of the program. POTENTIAL PROGRAM EXTENSIONS: If Utility, in its discretion, chooses to continue operating the Green Power Resource beyond its Depreciable Life, all Subscribers will have the opportunity to extend their Subscription Agreements for this additional operational period and will be subject to all costs and credits of the Green Power Resource associated with this extended operational period. POTENTIAL FUTURE PROGRAM PHASES: In the event additional interest by potential eligible customers is identified, future phases of the Green Power Program would require approval from the PSC. Future program phases may be in addition to the initial 50 MW cap and may include caps associated with incremental projects. GREEN POWER RESOURCE: SIZE: This initial Green Power Program will be capped at 50 megawatts, which shall be no more than the maximum rated generating output of any generating facility under specific conditions designated by the original equipment manufacturer plus the maximum rated discharge power capability of any battery storage system equipment under specific conditions designated by the original equipment manufacturer. POTENTIAL CURTAILMENT: Utility will dispatch the Green Power Resource in a manner consistent with its operations of its other resources. Utility will restrict generation from the Green Power Resource to avoid material net negative pricing in the applicable market, exclusive of periods around set point changes. The decision to curtail will consider the value of PTCs relative to the applicable LMP. DUTY TO MAINTAIN: Utility will maintain the Green Power Resource consistent with Good Utility Practices. GREEN POWER PROGRAM COSTS: To ensure that all costs and benefits of the Green Power Program are only applied to program participants, all funds collected under this tariff will be separately identified and tracked. Costs and credits from this Green Power Program will be incremental to costs and credits associated with the participants’ otherwise applicable tariffs. Costs and credits for this Green Power Program are defined below. GPP Cost Rate ($/kWh) will be calculated as = GPP Cost Rate ($/kWh) =GPP Annual Revenue Requirement ($)Total Annual Subscription Level (kWh) 42 Page 5 of 8 Total Annual Subscription Level is the sum of Subscription Levels from all Subscribers. The Total Annual Subscription Level may change through compliance filings to redistribute costs and credits of the Green Power Program to account for unpaid obligations and avoid cost shifting to non-participating customers of Utility. GPP ANNUAL REVENUE REQUIREMENT will be calculated to capture the full costs associated with the Green Power Program to be recovered over the Depreciable Life of the Green Power Resource and will include all costs and expenses of the Green Power Resource to prevent cost- shifting to non-subscribed customers and Utility. These costs will include: • The cost of service for the Green Power Resource, which shall include all capital costs and expense, generator interconnection costs, including Ancillary Costs necessary for delivery to Utility transmission system, environmental and regulatory compliance costs, including reclamation and bonding, insurance costs, taxes, and other similar costs; • Costs associated with the procurement of the Green Power Resource, including the costs of the development and administration of a Request for Proposal (“RFP”) for the competitive solicitation and procurement of the Green Power Resource; and • The costs to administer the Green Power Program, excluding the incremental costs associated with the implementation of the residential portion that are recovered from Residential Enrollees. • In the event there are Clean Electricity Investment Tax Credits (“ITCs”) under Section 48E of the U.S Internal Revenue Code, or its successor, the ITCs would be applied to reduce the costs of the project consistent with standard ratemaking principles. • Utility shall use the most recent PSC-approved rate of return for electric service for the development of the GPP Annual Revenue Requirement. For Community Subscribers and C&I Subscribers, GPP monthly costs will be calculated as = GPP Monthly Costs ($) = GPP Cost Rate ($/kWh) 𝑥𝑥 (𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀ℎ𝑙𝑙𝑙𝑙 𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑀𝑀𝑆𝑆𝑀𝑀𝑀𝑀 𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝑙𝑙 (𝑘𝑘𝑘𝑘ℎ)−𝑇𝑇𝑀𝑀𝑀𝑀𝑇𝑇𝑙𝑙 𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀ℎ𝑙𝑙𝑙𝑙 𝑅𝑅𝐿𝐿𝑆𝑆𝑆𝑆𝑅𝑅𝐿𝐿𝑀𝑀𝑀𝑀𝑆𝑆𝑇𝑇𝑙𝑙 𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑀𝑀𝑆𝑆𝑀𝑀𝑀𝑀 𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝑙𝑙 (𝑘𝑘𝑘𝑘ℎ),𝑆𝑆𝑖𝑖 𝑇𝑇𝑆𝑆𝑆𝑆𝑙𝑙𝑆𝑆𝑆𝑆𝑇𝑇𝑆𝑆𝑙𝑙𝐿𝐿) • Monthly Subscription Level = Annual Subscription Level (akWh)/12 • Total Monthly Residential Subscription Level = Total Annual Residential Subscription Level (akWh)/12 For Residential Enrollees, Green Power Program monthly costs will be calculated as = GPP Cost Rate �$kWh�x (number of 100kWh blocks) x (100kWh)+𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀ℎ𝑙𝑙𝑙𝑙 𝐴𝐴𝑅𝑅𝐴𝐴𝑆𝑆𝑀𝑀𝑆𝑆𝑆𝑆𝑀𝑀𝑆𝑆𝑇𝑇𝑀𝑀𝑆𝑆𝐿𝐿𝐿𝐿 𝐹𝐹𝐿𝐿𝐿𝐿 Residential Enrollees will pay a Monthly Administrative Fee of $X.XX per month which amount reflects the incremental administrative costs of residential participation in the Green Power Program. 43 Page 6 of 8 GPP CREDITS: The credits will include Energy Credits, Capacity Credits, and Exit Fee Credits that are adjusted on a monthly basis and discussed further below. 1. ENERGY CREDIT will be calculated as follows for each five-minute interval and summed for all intervals in a billing period: Energy Credit = Scheduled Amount x 15-Minute LMP + (Metered Amount – Scheduled Amount) x 5-Minute LMP  Scheduled Amount is the forecast generation of the Green Power Resource, in MWh as determined by Utility for the 5-minute interval;  15-Minute LMP is the Fifteen Minute Market LMP for the Green Power Resource node, in $/MWh, as determined by the WEIM or its successor;  Metered Amount is the metered production of the Green Power Resource in MWh over the 5-minute interval;  5-Minute LMP is the Realtime Dispatch LMP for the Green Power Resource node, in $/MWh, as determined by the WEIM or its successor.  Due to processing of LMP data, the Energy Credit calculation will be applied no later than 30 days after the final date of a given billing period. 2. CAPACITY CREDIT will be calculated as the Capacity Value, in $/kW-month, times the Capacity Accreditation. Utility will receive the seasonal Capacity Accreditation for the upcoming season before the season (twice a year). When the accreditations are received for the upcoming season, the Utility will post the original accreditation from the Resource Adequacy Program on a site available to all Subscribers and the credits will be adjusted prior to the beginning of that season. 3. EXIT FEE CREDIT will be calculated as the sum of all revenues received from Exit Fees less Monthly Exit Fee Credits applied to the GPP Credit Rate in prior months. The Monthly Exit Fee Credit will be equal to the Exit Fee Credit divided by the number of months of the remaining Depreciable Life of the Green Power Resource. GPP Credit Rate ($/kWh) = (𝐺𝐺𝐺𝐺𝐺𝐺 𝐸𝐸𝑀𝑀𝐿𝐿𝑆𝑆𝐸𝐸𝑙𝑙 𝐶𝐶𝑆𝑆𝐿𝐿𝑅𝑅𝑆𝑆𝑀𝑀+𝐺𝐺𝐺𝐺𝐺𝐺 𝐶𝐶𝑇𝑇𝑆𝑆𝑇𝑇𝑆𝑆𝑆𝑆𝑀𝑀𝑙𝑙 𝐶𝐶𝑆𝑆𝐿𝐿𝑅𝑅𝑆𝑆𝑀𝑀+𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀ℎ𝑙𝑙𝑙𝑙 𝐸𝐸𝑥𝑥𝑆𝑆𝑀𝑀 𝐹𝐹𝐿𝐿𝐿𝐿 𝐶𝐶𝑆𝑆𝐿𝐿𝑅𝑅𝑆𝑆𝑀𝑀)($)(𝑇𝑇𝑀𝑀𝑀𝑀𝑇𝑇𝑙𝑙 𝐴𝐴𝑀𝑀𝑀𝑀𝑆𝑆𝑇𝑇𝑙𝑙 𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑀𝑀𝑆𝑆𝑀𝑀𝑀𝑀 𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝐿𝑙𝑙)(𝑘𝑘𝑘𝑘ℎ) For Community Subscribers and C&I Subscribers, Green Power Program monthly credits will be calculated as = GPP Credit Rate ($/kWh) x (Monthly Subscription Level (kWh) – Total Monthly Residential Subscription Level (kWh), if applicable) • Monthly Subscription Level = Annual Subscription Level (akWh)/12 44 Page 7 of 8 • Total Monthly Residential Subscription Level = Total Annual Residential Subscription Level (akWh)/12 For Residential Enrollees, GPP monthly credit will be calculated as: GPP Credits ($) = GPP Credit Rate ($/kWh) x (number of 100kWh blocks) x 100 kWh CLEAN ELECTRICITY PRODUCTION TAX CREDITS (“PTCs”): Under Section 45Y of the U.S Internal Revenue Code, or its successor, PTCs will be applied to the Green Power Program, as applicable. The application of PTCs will be adjusted to levelize the benefit over the Depreciable Life of the Green Power Resource, such that the net present value of the PTC benefits that are passed on to all Subscribers in their bills over the Depreciable Life of the Green Power Resource will equal the net present value of the PTCs generated by the Green Power Resource, grossed up for taxes. RENEWABLE ENERGY CERTIFICATES: Utility shall retire renewable energy certificates (“RECs”) associated with the output of the Green Power Resource on behalf of Community Subscribers and C&I Subscribers according to each customer’s subscription amount and the corresponding share of the output of the Green Power Resource. Community Subscribers and C&I Subscribers shall claim all attributes and receive all benefits of the RECs from the Green Power Resource. For Community Subscribers, this includes the RECs associated with the Total Annual Residential Subscription Level in the jurisdiction of the Community Subscriber. Utility will not sell any RECs generated by the Green Power Resource nor claim any benefits or attributes for the Community Subscribers’ and C&I Subscribers’ allocated RECs generated by the Green Power Resource. RESERVE FUND: Utility will establish a Reserve Fund sufficient to cover an insurance retention amount identified for the Green Power Program. Utility shall collect contributions to the Reserve Fund from Subscribers through a percentage surcharge applied to the GPP Cost Rate and will include this surcharge on Subscribers monthly bills until the then current insurance retention amount is collected. The surcharge percentage will be set as a fixed percentage, calculated in the initial compliance filing to collect the required retention amount over the first 10 years of the program. If the Reserve Fund balance falls below the then current insurance retention amount, Utility will recommence collections at the same surcharge percentage until the insurance retention amount is restored. Utility shall hold the funds in a restricted, interest-bearing account. Interest earned will remain in the Reserve Fund. The Reserve Fund shall only be used for Green Power Program-related expenses associated with an Insurable Event or force majeure cost recovery and shall not be used for general operating and maintenance purposes or unrelated expenses. No commitment is made to provide any specific interest rate on the funds collected pursuant to this provision. Reserve Fund balances will not be included in Subscribers Exit Fees. At the conclusion of the Green Power Program, any remaining Reserve Fund balance will be returned to Subscribers proportionally by Subscription Level. INSURANCE REQUIREMENTS: Utility represents it has significant insurance coverage for its real and personal property. Utility must insure the Green Power Resource in the same manner and extent of coverage that Utility insures all of its real and personal property assets. 45 Page 8 of 8 TIME AND MANNER OF FILINGS: Utility shall make a compliance filing following the completion of a successful RFP for a Green Power Resource(s) within [XX] days of the final execution of [name of contract]. The compliance filing will include: • Description of the Green Power Resource(s) selected; • Description of the competitive RFP process; • The Depreciable Life of the Green Power Resource; • Overview of all Subscribers; and • Calculation of estimated GPP Annual Revenue Requirement and associated Green Power Program rates and charges, including Energy and Capacity Credits. Following the date in which the Green Power Resource is first operational, Utility shall make a compliance filing to the PSC updating the Green Power Program costs and rates, including Energy and Capacity Credits and re-calculations of the GPP Cost Rate and GPP Credit Rate. Utility will, by November 15 each year, file an annual compliance filing reporting the participation and associated costs and revenues associated with the Green Power Program. This filing will include maintenance reports, reports on capital equipment costs, insurance valuation and coverage, the balance of the Reserve Fund and any Reserve Fund expenditures, and updates to Green Power Program costs, credits, and rates, to be effective January 1 of the following year on an interim basis pending Commission approval. RING FENCING: The Green Power Resource will be owned by Utility (or any successor thereof). Utility may not transfer, merge, sell, lease, or otherwise dispose of the Green Power Resource or any portion thereof without first receiving approval from the PSC. SERVICE AND RATES SUBJECT TO PSC JURISDICTION: All rates and service conditions under this Tariff are governed by the rules and regulations of the PSC and are subject to revision as the PSC may duly authorize in the exercise of its jurisdiction. 46 Notice of Interest This Notice of Interest represents a non-binding expression of interest by [insert name of customer], with office located [insert mailing address] (“Customer”), in NorthWestern Corporation d/b/a NorthWestern Energy’s (“NorthWestern”) Montana Green Power Program. NorthWestern is developing a Montana Public Service Commission-approved Green Power Program to provide an option for eligible customers to reduce their greenhouse gas emissions associated with electricity service. Customer’s desired load commitment in NorthWestern’s Green Power Program is [insert load commitment in annual kilowatt hours (akWh)], which cannot exceed Customer’s preceding year’s total annual energy consumption (akWh) at the premises customer would include in this program, as identified in Appendix A of this Notice of Interest. Customer confirms they meet the following requirements to participate in the Green Power Program: • Customer is either a Montana county or incorporated city or town that receives electric supply service from NorthWestern OR is a non-residential electric supply customer receiving service under Tariff Schedule Nos. GSEDS-1 or GSEDS-2; and • The undersigned has authority to sign the Notice of Interest on behalf of Customer. After receiving a notice from NorthWestern, Customer acknowledges it must submit a binding Subscription Agreement to NorthWestern within 60 days in order to participate in the Green Power Program. The submission of the Subscription Agreement is a binding commitment to participate in the Green Power Program for the Depreciable Life of the Green Power Resource, subject to provisions for exit and transferability. Submission of this Notice of Interest does not guarantee participation in the Green Power Program, nor does it bind a customer to submission of a Subscription Agreement. NorthWestern will prioritize participation in the Green Power Program to customers who submitted Notices of Interest prior to the procurement process for the Green Power Resource. 47 CUSTOMER Signature: _____________________________ Name: ________________________________ Title: _________________________________ Date: _________________________________ 48 APPENDIX A Green Power Program Premises Customer currently receives electric bundled service from NorthWestern under the identified Customer account(s) at each of the premises selected by Customer to participate in the Green Program and listed below. Premises, and related account numbers, are subject to change from time to time. No. Customer Name / Billing Name Account Number Location Address Annual Total Energy Consumption (akWh) Subscription Level (akWh) 1 [Customer Name] [NorthWestern Account Number] [Address Line 1] [City], Montana [Zip Code] 2 3 4 5 6 7 8 9 10 11 49 Green Power Program – Community Subscription Agreement Page 1 of 11 Green Power Program Community Subscription Agreement This Green Power Program Community Subscription Agreement (“Agreement”) is entered into this _____ day of ________, 20__, by and between NorthWestern Corporation d/b/a NorthWestern Energy (“NorthWestern”), a Delaware corporation, and ___________ (“Community Subscriber”), a government unit in the State of Montana. NorthWestern and Community Subscriber may individually or collectively be referred to herein as a “Party” or “Parties,” respectively. RECITALS Community Subscriber is a Montana county or incorporated city or town that receives electric supply service from NorthWestern for the premises listed in Appendix A; Community Subscriber desires to reduce its greenhouse gas emissions and participate in NorthWestern’s Green Power Program (“Green Program”); and Community Subscriber’s subscription to the Green Program is further described in the Green Power Program Tariff (“Green Tariff”) approved by the Montana Public Service Commission (“PSC”) in Docket No. ________. AGREEMENT Subject to NorthWestern’s Rules and Regulations for Electric Service and the PSC-approved Green Tariff and applicable tariff schedules of NorthWestern, NorthWestern and Community Subscriber agree as follows: 1. Definitions. Unless otherwise defined in this Agreement, all capitalized terms have the meaning ascribed to them in the Green Tariff. a. Commercial Operation means the date in which the Green Power Resource (“Green Resource”) is in-service providing energy and capacity to NorthWestern’s system that is not considered test energy. b. Force Majeure means a cause or event that hinders or prevents a Party from performing its obligations under the Green Tariff if such act or event (i) is beyond the reasonable control of, and without the fault of negligence of the Party claiming Force Majeure, (ii) such condition, event, or circumstance, despite the exercise of due diligence, could not be prevented, avoided or removed by the party claiming Force Majeure, (iii) such condition, event, or circumstance has a material adverse effect on the ability of the Party claiming Force Majeure to fulfill its obligations under the Green Tariff, or (iv) such condition, event, or circumstance frustrates the purpose of the Green Tariff. These causes or events include, but are not limited to, emergency, floods, wildfires, named storms, sinkholes, lightning strikes, earthquakes, hurricanes, tornados, pandemics, adverse weather conditions not reasonably anticipated or acts of God; sabotage; vandalism beyond that which could reasonably be prevented by a party claiming Force Majeure; terrorism; war; riots; fire; wildfire; explosion; blockades; insurrection; and action or failure to take action by any governmental authority after the date of 50 Green Power Program – Community Subscription Agreement Page 2 of 11 effectiveness of this Agreement including the adoption or change in any rule or regulation or environmental constraints lawfully imposed by such governmental authority that impact the completion or operation of the Green Resource, but only if such requirements, actions, or failures to act either prevent or delay (i) the ability of the Green Resource to operate as originally designed and generate energy and capacity to NorthWestern’s system; or (ii) the ability, despite due diligence, for NorthWestern to obtain any licenses, permits, or approvals required by any governmental authority. 2. Subscription Level. a. The subscription level for this Agreement, established as annual kilowatt hours (“akWh”) is [insert amount] (the “Subscription Level”), and represents Community Subscriber’s allocated commitment to the Green Program and determines its responsibility for the cost of the Green Program and the costs and benefits from the Green Resource. b. Community Subscriber’s Subscription Level is less than the aggregate annual total energy consumption in akWh required by the premises as of the effective date of this Agreement, listed in Appendix A. c. By following the process set forth in the Green Tariff, Community Subscriber may annually make available a portion (not to exceed 100%) of the Subscription Level to residential electric customers of NorthWestern within the boundaries of the Community Subscriber’s jurisdictional boundaries (“Residential Subscribers”). Community Subscriber shall be responsible for: (i) any portion of the allocated Subscription Level not subscribed to by Residential Subscribers during the annual process; and (ii) any costs and credits of the Subscription Level allocated to Residential Subscribers that are not paid by, or credited to, Residential Subscribers due to early termination of their 12-month commitment. 3. Tariff Rate. a. Beginning on the first day of the month following the date in which the Green Resource achieves Commercial Operation and through the entire term of the Agreement, Community Subscriber shall monthly pay, or be credited by, NorthWestern the net of the Green Power Program Costs and Credits detailed in the Green Tariff. The Green Power Costs and Credits may change from time to time upon receipt of approval from the PSC. Charges and credits as provided in the Green Tariff will be stated as separate line items on Community Subscriber’s monthly electric invoice(s). As of the effective date of this Agreement, the GPP Cost Rate set forth in the Green Tariff is estimated by NorthWestern to be $[the greater of the price/kWh associated with the top scoring bids identified in the RFP process]/kWh. As of the effective date of this Agreement, the GPP Credit Rate set forth in the Green Tariff is estimated by NorthWestern to be $[the estimated credits associated with the bid selected for the cost estimate, including a 12-month historical average of the market price for the LMP or market hub that best correlates with the bid selected for the cost estimate]/kWh. Upon completion of the PSC compliance filing process contemplated by Section 9.a, within 10 business 51 Green Power Program – Community Subscription Agreement Page 3 of 11 days, NorthWestern will provide Community Subscriber with notice of the estimated rate set forth in the Green Tariff. b. On an annual basis, NorthWestern will invoice Community Subscriber for any remaining costs and credits of the Subscription Level allocated to Residential Subscribers that are not paid by, or credited to, Residential Subscribers due to early termination of their 12-month commitment. If the remaining costs and credits result in a net cost, Community Subscriber shall pay the invoice within 60 days. c. During the term of this Agreement, NorthWestern will deliver to Community Subscriber energy and service pursuant to the NorthWestern retail electric service tariffs in which Community Subscriber participates. The charges assessed to Community Subscriber under the Green Tariff do not replace or modify the charges incurred by Community Subscriber under the retail electric service tariffs in which Community Subscriber participates associated with the receipt of electric service. 4. Green Resource/RECs. a. NorthWestern will maintain the Green Resource consistent with Good Utility Practices. NorthWestern shall submit maintenance reports and capital equipment costs in its annual compliance filing to the PSC. b. The amount of energy generation and quantity of the renewable energy certificates (“RECs”) produced by the Green Resource may vary annually due to a variety of reasons, including but not limited to weather conditions, periodic maintenance, emergency outages and curtailments. Although a minimum amount of energy and RECs from the Green Resource is not guaranteed, NorthWestern will, consistent with Good Utility Practice, operate the Green Resource in a manner with a goal of maximizing the production of generation and RECs for the benefit of Subscribers. If NorthWestern receives compensation for loss of generation during the term of this Agreement, such compensation will be passed on to Subscribers through GPP Cost and Credit Rates, as applicable. Community Subscriber acknowledges this variability in the Green Resource. c. Community Subscriber will not receive title or have any direct right to any of the energy produced by the Green Resource. NorthWestern will retain all energy, capacity, and other attributes and benefits associated with the Green Resource except as specifically set forth in this Agreement, and excluding Energy Credits, Capacity Credits, and Exit Fee Credits as calculated in the Green Tariff. d. NorthWestern agrees to track and administer all RECs produced by the Green Resource in a manner consistent with similar RECs produced by NorthWestern’s own renewable generating facilities. Community Subscriber is entitled to a proportional share of RECs produced by the Green Resource as described in the Green Power Program Tariff. NorthWestern will not sell any RECs generated by the Green Resource and shall retire, on behalf of the Community Subscriber, the Community Subscriber’s allocated RECs annually, so that the Community Subscriber can claim all attributes and benefits of the RECs from the Green Resource. NorthWestern will provide Community Subscriber with an annual statement reflecting the RECs generated by the Green Resource and retired on behalf of Community Subscriber. 5. Term and Termination. 52 Green Power Program – Community Subscription Agreement Page 4 of 11 a. This Agreement is effective on the date first noted above and shall remain in effect until the end of the Depreciable Life of the Green Resource defined in the Green Tariff, unless terminated earlier in accordance with this Agreement. Upon achieving Commercial Operation of the Green Resource, NorthWestern will provide Community Subscriber with notice: (i) of the commencement of its tariff obligation set forth in Section 3.a; (ii) confirming the Depreciable Life; and (iii) corresponding term of the Agreement. b. This Agreement will automatically terminate with no force and effect and no further obligations owed by either Party if the PSC does not approve the compliance filing made by NorthWestern pursuant to Section 9.a of this Agreement. Further, NorthWestern may terminate this Agreement with no force and effect and no further obligations owed by either Party if the PSC does not approve the compliance filing in Section 9.a upon acceptable terms and conditions to NorthWestern. c. NorthWestern may terminate this Agreement if Community Subscriber fails to comply with any of its material obligations under this Agreement or the Green Tariff. Upon the occurrence of a default, including but not limited to Community Subscriber’s failure to pay the Green Tariff rate in accordance with Section 3.a or failure to pay any balance owed from Residential Subscribers in accordance with Section 3.b, NorthWestern shall provide written notice to the Community Subscriber. Within 60 days after receipt of notice, Community Subscriber shall remedy the default. If Community Subscriber fails to remedy the default or fails to commence efforts and thereafter with due diligence pursue resolution of the default, NorthWestern may terminate this Agreement and invoice Community Subscriber for the Exit Fee in accordance with Section 6 of this Agreement. NorthWestern may also terminate this Agreement upon the occurrence of Community Subscriber’s repetitive failure (two or more notifications in the same calendar year) to timely pay the Green Tariff rate in accordance with Section 3. d. Community Subscriber may terminate this Agreement at any time during the term of this Agreement upon delivery of the Exit Fee to NorthWestern in accordance with Section 6 of this Agreement. e. Community Subscriber may reduce its Subscription Level if either (1) NorthWestern approves of an Eligible Community Customer(s) or an Eligible C&I Customer(s) assuming the reduced Subscription Level amount by executing an appropriate Subscription Agreement or (2) the Community Subscriber pays the Exit Fee for the reduced Subscription Level as set forth in Section 6. 6. Exit Fee. a. The Parties agree that it would be difficult and impracticable under the presently known and anticipated facts and circumstances to ascertain all damages NorthWestern would incur should Community Subscriber terminate this Agreement or otherwise fail to make payments in accordance with the Green Tariff for the entire term of this Agreement. Accordingly, the Parties hereby agree that if NorthWestern terminates this Agreement in accordance with Section 5.c above for cause or if Community Subscriber terminates this Agreement in accordance with Section 5.d for its convenience, then Community Subscriber shall pay, as NorthWestern’s sole and exclusive remedy, as liquidated damages and not as a penalty, an Exit Fee to NorthWestern. 53 Green Power Program – Community Subscription Agreement Page 5 of 11 b. For the purpose of this Agreement, the “Exit Fee” means an amount not less than zero that is equal to Community Subscriber’s remaining monetary obligation under the Agreement, less an estimate of the credits Community Subscriber would have received under the Green Tariff. NorthWestern shall determine the remaining monetary obligation by calculating the costs and subtracting a forecasted credit over the remaining years of the agreement. The cost will be calculated by multiplying the monthly Subscription Level by the then-applicable Green Tariff monthly GPP Cost Rate by the number of months remaining until the end of the Depreciable Life of the Green Resource. The credit will be forecasted for the Capacity Credit as well as the Energy Credit and the current Exit Fee Credit will be applied. The Capacity Credit for exiting customers will be based on the Capacity Value and the current Capacity Accreditation, reduced or increased by any historical trend of the accredited capacity for that particular resource. The forecasted Energy Credit will be calculated on a net present value basis at the time the Community Subscriber exits and will reflect the expected hourly delivery of the Green Resource for the remainder of the applicable term. The forecasted energy credit will be based on the LMP or market hub that best correlates with the historical Energy Credit calculated for the Green Resource and for which a market price forecast is available to NorthWestern. The Exit Fee Credit will be calculated as the sum of all revenues received from Exit Fees less Monthly Exit Fee Credits applied to the GPP Credit Rate in prior months. The Monthly Exit Fee Credit will be equal to the Exit Fee Credit divided by the number of months of the remaining Depreciable Life of the Green Resource. c. Exit Fee payments are final. If there is a difference between the Exit Fee and the actual costs or credits of the Green Program, this difference is distributed across remaining Subscribers through the GPP Cost Rate and GPP Credit Rate calculations as described in the Green Tariff. d. NorthWestern shall provide written notice to Community Subscriber with the amount of the Exit Fee and documentation of its calculation upon request. Community Subscriber shall pay the Exit Fee to NorthWestern within 90 days from the termination date. e. Community Subscriber is not obligated to pay the Exit Fee if: (i) this Agreement is assigned to a third party in accordance with Section 8 who assumes Community Subscriber’s remaining obligations under this Agreement; (ii) Community Subscriber transfers a premise listed in Appendix A to a NorthWestern customer who is eligible to participate in the Green Program and that customer executes an applicable Green Program Subscription Agreement for the portion of the Subscription Level attributable to that premise set forth in this Agreement within 90 days after NorthWestern issues notice of termination of this Agreement or (iii) Community Subscriber transfers its Subscription Level commitment, or a portion as described in Section 5.e, to another customer who is eligible to participate in the Green Program, and such customer executes, subject to approval by NorthWestern, an applicable Green Program Subscription Agreement with a commitment equal to or greater than the Subscription Level of Community Subscriber within 90 days of termination of this Agreement. If only part of the Subscription Level is successfully transferred to another Subscriber by executing a Subscription Agreement with 54 Green Power Program – Community Subscription Agreement Page 6 of 11 NorthWestern, Community Subscriber shall be responsible for the Exit Fee based on the Subscription Level not assumed by another Subscriber. f. If Community Subscriber fails to pay the Exit Fee, NorthWestern will make reasonable efforts to collect the Exit Fee from Community Subscriber. Community Subscriber shall be responsible for any attorneys’ fees incurred by NorthWestern in its efforts to collect the Exit Fee. g. Community Subscriber acknowledges that if another Subscriber fails to pay its appropriate Exit Fee, after NorthWestern has taken all reasonable efforts necessary to obtain payment of the Exit Fee, NorthWestern will seek to redistribute costs and credits of the Green Power Program across remaining Subscribers and Residential Subscribers as described in the Green Tariff. When seeking to redistribute costs and credits from unpaid Exit Fees, NorthWestern shall document its efforts to collect the Exit Fees from the defaulting Subscriber. 7. Green Tariff Incorporation. The terms and conditions of the Green Tariff, as approved by the PSC, are incorporated by reference into this Agreement. If a conflict arises between the Agreement and the Green Tariff, the Green Tariff controls. NorthWestern will post on its website notice of any filings with the PSC impacting the Green Tariff and will notify Community Subscriber of any such approved changes to the Green Tariff and need to amend this Agreement. NorthWestern will provide notice to Community Subscriber of any filings made by NorthWestern impacting the Green Tariff. 8. Assignment. Community Subscriber may not assign the Agreement or any of the rights, obligations or benefits of the Agreement to any other person or entity without NorthWestern’s approval, such approval not to be unreasonably withheld provided the assignee satisfies NorthWestern’s requirements for participation. 9. Compliance Filing/Regulation by the PSC. a. NorthWestern shall submit a Green Tariff compliance filing to the PSC reflecting the estimated GPP Cost Rate for the development, operation and maintenance of the Green Resource no later than 60 days from (1) receipt and acceptance of Subscription Agreements by NorthWestern equal to or above the akWh of the selected Green Resource and (2) the execution of a material procurement, construction or build/transfer contract(s) with the developer of the Green Resource. b. NorthWestern shall submit a Green Tariff compliance filing to the PSC establishing the GPP Cost Rate after construction costs are finalized and shall submit subsequent annual compliance filings as described in the Green Tariff. c. Community Subscriber acknowledges that NorthWestern, as a public utility, is subject to regulation by the PSC and that this Agreement may be filed with the PSC. As such, NorthWestern may be required to submit information, data, or documents regarding this Agreement to the PSC, including in any related docket or regulatory proceeding. Community Subscriber acknowledges that, notwithstanding anything herein to the contrary, NorthWestern may submit a copy of this Agreement and any other related information, including Community Subscriber’s energy use data, related to this Green Program to the PSC. If Community Subscriber believes that 55 Green Power Program – Community Subscription Agreement Page 7 of 11 any information, data, or documents, other than this Agreement, that NorthWestern plans or is required to submit to the PSC is confidential information subject to protection, Community Subscriber shall notify NorthWestern immediately and Community Subscriber shall be responsible for seeking the relevant protective order from the PSC for such information. 10. Force Majeure. a. Suspension/Costs. If the Green Resource is completely or partially destroyed by events constituting Force Majeure, NorthWestern and Community Subscriber shall have their respective obligations under this Agreement immediately and temporarily suspended during the period the Green Resource is producing significantly less energy than its average energy production. The temporary suspension will end when NorthWestern decides whether to repair or replace the resource and any intended repair or replacement is completed. During a suspension, and until a decision is made pursuant to this Section and a new GPP Annual Revenue Requirement is approved by the PSC, if applicable, Community Subscriber may not transfer its Subscription or exit the Green Program. Within 60 days of the initiation of temporary suspension, NorthWestern must determine all necessary costs to repair or replace the Green Resource and provide written documentation to Community Subscriber of the costs, insurance proceeds, and the remaining balance of the GPP Annual Revenue Requirement not covered by insurance proceeds. NorthWestern may extend this 60-day period by providing notice to Community Subscriber detailing their due diligence to compile and distribute this information to Community Subscriber. b. Application of Property Insurance: NorthWestern must apply the proceeds of all property insurance covering the Green Resource to repair or replacement if the Green Resource is repaired or replaced. If the Green Resource is not repaired or replaced, NorthWestern must apply all insurance proceeds to the GPP Annual Revenue Requirement to reduce costs to Subscribers. c. Discretionary Repair or Replacement. If the Green Resource is damaged by a Force Majeure event such that repair or replacement is required, NorthWestern will evaluate the costs, schedule, insurance proceeds, and other relevant considerations associated with repairing or replacing the Green Resource. NorthWestern will provide the Subscribers with the information reasonably necessary to understand the estimated costs, the application of available insurance proceeds, and the potential impact on the GPP Annual Revenue Requirement and will inform Subscribers that any resulting cost recovery is subject to Commission review. NorthWestern will allow Subscribers a reasonable opportunity to provide input regarding the repair or replacement of the Green Resource. NorthWestern will meaningfully consider this input in good faith before making a final decision. After considering such input, NorthWestern will determine whether to repair or replace the Green Resource. d. Costs Beyond Insurance Proceeds. If the Green Resource is repaired or replaced pursuant to this Section, NorthWestern must first apply all available insurance proceeds to such costs for repair or replacement. NorthWestern shall use the 56 Green Power Program – Community Subscription Agreement Page 8 of 11 Reserve Fund to cover any costs for repair or replacement of the Green Resource that are not covered by insurance proceeds. Any remaining costs for repair or replacement shall be included in the GPP Annual Revenue Requirement to be recovered from Subscribers over the Depreciable Life of the Green Resource. The original Depreciable Life of the Green Resource may be extended by NorthWestern for a commercially reasonable time by any such repair or replacement. Any GPP Credits unpaid during the temporary suspension shall be added to the GPP Credit Rate and delivered to Subscribers. e. Costs if Green Resource is Not Repaired or Replaced. If the Green Resource is not repaired or replaced and is no longer in Commercial Operation as a result of the Force Majeure event, Community Subscriber will pay NorthWestern the Exit Fee, less any GPP Credits accrued during the temporary suspension. NorthWestern shall apply the Community Subscriber’s portion of the Reserve Fund toward offsetting the total Exit Fee due from Community Subscriber. Community Subscriber will have the option to pay this amount in one payment, or to pay off this amount over the original Depreciable Life of the Green Resource. If the Green Resource is not repaired or replaced yet remains in Commercial Operation after the Force Majeure event, Community Subscriber has the right to continue participating in the Green Program. 11. Insurance Requirements. NorthWestern represents it has significant insurance coverage for its real and personal property; as such, NorthWestern must insure the Green Resource in the same manner and extent of coverage that NorthWestern insures all of its real and personal property assets. 12. Notice. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and will be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally-recognized overnight courier (receipt requested); (iii) on the date sent by electronic transmission (including by e-mail) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (iv) on the 3rd day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Unless a Party has designated a different officer or address for itself by written notice to the other hereunder, such communications will be sent to the respective Party as follows: If to NorthWestern: NorthWestern Corporation d/b/a NorthWestern Energy [Title] [Bin Number] 11 E. Park Street Butte, Montana 59701 Email: [______________________] If to Community Subscriber: [Community Subscriber Name] 57 Green Power Program – Community Subscription Agreement Page 9 of 11 Attention: [___________________] [Address Line 1] [Address Line 2] [City], [State] [Zip Code] Email: [______________________] 13. No Third-Party Benefit. Nothing in this Agreement will be construed to create any duty, obligation or liability of NorthWestern or Community Subscriber to any person not a party to this Agreement. 14. Severability. If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue to be effective. 15. Survival. All covenants, representations, warranties and agreements of the Parties shall survive the expiration or termination of this Agreement and continue until such time as the obligations of the Parties hereto have been discharged in full. 16. Binding Effect. This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors and assigns of the Parties. 17. Headings. The headings used in this Agreement are for convenience only and cannot be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. 19. Governing Law. The validity, interpretation and performance of this Agreement, and each of its provisions, will be governed by the laws of the State of Montana without giving effect to principles of conflicts of law that would require the application of laws of another jurisdiction. The Parties agree that the state and federal courts, as applicable, of the State of Montana will have exclusive jurisdiction for the resolution of disputes under this Agreement and the Parties consent to such jurisdiction. 20. Waiver. A waiver by either Party of any of its rights with respect to the performance of any of the other Party’s obligations in this Agreement will not be deemed a waiver of the performance of any other obligation in this Agreement, nor will it be construed as a waiver to the same obligation in the future. 21. Amendment. Any modification or amendment to this Agreement (except as specifically set forth in Section 7) must be in writing and signed by both Parties. 22. Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each Party has been properly authorized and empowered to sign this Agreement. 23. Entire Agreement. This Agreement, including the Green Tariff and the Lead Community Support Agreement if applicable, constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes all prior contracts or understandings with respect to that subject matter. 58 Green Power Program – Community Subscription Agreement Page 10 of 11 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written. NORTHWESTERN ENERGY Signature: _____________________________ Name: ________________________________ Title: _________________________________ Date: _________________________________ [COMMUNITY SUBSCRIBER] Signature: _____________________________ Name: ________________________________ Title: _________________________________ Date: _________________________________ 59 Green Power Program – Community Subscription Agreement Page 11 of 11 APPENDIX A Green Power Program Premises Community Subscriber currently receives electric bundled service from NorthWestern under the identified Community Subscriber account(s) at each of the premises selected by Community Subscriber to participate in the Green Program and listed below. Premises, and related account numbers, are subject to change from time to time. No. Community Subscriber Name / Billing Name Account Number Location Address Annual Total Energy Consumption (akWh) Subscription Level (akWh) 1 [Community Subscriber Name] [NorthWestern Account Number] [Address Line 1] [City], Montana [Zip Code] 2 3 4 5 6 7 8 9 10 11 60 Green Power Program – Commercial and Industrial Subscription Agreement Page 1 of 11 Green Power Program Commercial and Industrial Subscription Agreement This Green Power Program C&I Subscription Agreement (“Agreement”) is entered into this _____ day of ________, 20__, by and between NorthWestern Corporation d/b/a NorthWestern Energy (“NorthWestern”), a Delaware corporation, and ___________ (“C&I Subscriber”), a [insert business organization]. NorthWestern and C&I Subscriber may individually or collectively be referred to herein as a “Party” or “Parties,” respectively. RECITALS C&I Subscriber currently receives electric supply service from NorthWestern and distribution and/or retail transmission electric service from NorthWestern under Tariff Schedule Nos. GSEDS-1 or GSEDS-2 for the premises listed in Appendix A; C&I Subscriber desires to reduce its greenhouse gas emissions and participate in NorthWestern’s Green Power Program (“Green Program”); and C&I Subscriber’s subscription to the Green Program is further described in the Green Power Program Tariff (“Green Tariff”) approved by the Montana Public Service Commission (“PSC”) in Docket No. ________. AGREEMENT Subject to NorthWestern’s Rules and Regulations for Electric Service and the PSC- approved Green Tariff and applicable tariff schedules of NorthWestern, NorthWestern and C&I Subscriber agree as follows: 1. Definitions. Unless otherwise defined in this Agreement, all capitalized terms have the meaning ascribed to them in the Green Tariff. a. Commercial Operation means the date in which the Green Power Resource (“Green Resource”) is in-service providing energy and capacity to NorthWestern’s system that is not considered test energy. b. Force Majeure means a cause or event that hinders or prevents a Party from performing its obligations under the Green Tariff if such act or event (i) is beyond the reasonable control of, and without the fault of negligence of the Party claiming Force Majeure, (ii) such condition, event, or circumstance, despite the exercise of due diligence, could not be prevented, avoided or removed by the party claiming Force Majeure, (iii) such condition, event, or circumstance has a material adverse effect on the ability of the Party claiming Force Majeure to fulfill its obligations under the Green Tariff, or (iv) such condition, event, or circumstance frustrates the purpose of the Green Tariff. These causes or events include, but are not limited to, emergency, floods, wildfires, named storms, sinkholes, lightning strikes, earthquakes, hurricanes, tornados, pandemics, adverse weather conditions not reasonably anticipated or acts of God; sabotage; vandalism beyond that which could reasonably be prevented by a party claiming Force Majeure; terrorism; war; riots; fire; wildfire; explosion; blockades; insurrection; and action or failure to take action by any governmental authority after the date of 61 Green Power Program – Commercial and Industrial Subscription Agreement Page 2 of 11 effectiveness of this Agreement including the adoption or change in any rule or regulation or environmental constraints lawfully imposed by such governmental authority that impact the completion or operation of the Green Resource, but only if such requirements, actions, or failures to act either prevent or delay (i) the ability of the Green Resource to operate as originally designed and generate energy and capacity to NorthWestern’s system; or (ii) the ability, despite due diligence, for NorthWestern to obtain any licenses, permits, or approvals required by any governmental authority. 2. Subscription Level. a. The subscription level for this Agreement, established as annual kilowatt hours (“akWh”) is [insert amount] (the “Subscription Level”), and represents C&I Subscriber’s allocated commitment to the Green Program and determines its responsibility for the cost of the Green Program and the costs and benefits from the Green Resource. b. C&I Subscriber’s Subscription Level is less than the aggregate annual total energy consumption in akWh required by the premises as of the effective date of this Agreement, listed in Appendix A. 3. Tariff Rate. a. Beginning on the first day of the month following the date in which the Green Resource achieves Commercial Operation and through the entire term of the Agreement, C&I Subscriber shall monthly pay, or be credited by, NorthWestern the net of the Green Power Program Costs and Credits detailed in the Green Tariff. The Green Power Costs and Credits may change from time to time upon receipt of approval from the PSC. Charges and credits as provided in the Green Tariff will be stated as separate line items on C&I Subscriber’s monthly electric invoice(s). As of the effective date of this Agreement, the GPP Cost Rate set forth in the Green Tariff is estimated by NorthWestern to be $[the greater of the price/kWh associated with the top scoring bids identified in the RFP process]/kWh. As of the effective date of this Agreement, the GPP Credit Rate set forth in the Green Tariff is estimated by NorthWestern to be $[the estimated credits associated with the bid selected for the cost estimate, including a 12-month historical average of the market price for the LMP or market hub that best correlates with the bid selected for the cost estimate]/kWh. Upon completion of the PSC compliance filing process contemplated by Section 9.a, within 10 business days, NorthWestern will provide C&I Subscriber with notice of the estimated rate set forth in the Green Tariff. b. During the term of this Agreement, NorthWestern will deliver to C&I Subscriber energy and service pursuant to the NorthWestern retail electric service tariffs in which C&I Subscriber participates. The charges assessed to C&I Subscriber under the Green Tariff do not replace or modify the charges incurred by C&I Subscriber under the retail electric service tariffs in which C&I Subscriber participates associated with the receipt of electric service. 4. Green Resource/RECs. 62 Green Power Program – Commercial and Industrial Subscription Agreement Page 3 of 11 a. NorthWestern will maintain the Green Resource consistent with Good Utility Practices. NorthWestern shall submit maintenance reports and capital equipment costs in its annual compliance filing to the PSC. b. The amount of energy generation and quantity of the renewable energy certificates (“RECs”) produced by the Green Resource may vary annually due to a variety of reasons, including but not limited to weather conditions, periodic maintenance, emergency outages and curtailments. Although a minimum amount of energy and RECs from the Green Resource is not guaranteed, NorthWestern will, consistent with Good Utility Practice, operate the Green Resource in a manner with a goal of maximizing the production of generation and RECs for the benefit of Subscribers. If NorthWestern receives compensation for loss of generation during the term of this Agreement, such compensation will be passed on to Subscribers through GPP Cost and Credit Rates, as applicable. C&I Subscriber acknowledges this variability in the Green Resource. c. C&I Subscriber will not receive title or have any direct right to any of the energy produced by the Green Resource. NorthWestern will retain all energy, capacity, and other attributes and benefits associated with the Green Resource except as specifically set forth in this Agreement, and excluding Energy Credits, Capacity Credits, and Exit Fee Credits as calculated in the Green Tariff. d. NorthWestern agrees to track and administer all RECs produced by the Green Resource in a manner consistent with similar RECs produced by NorthWestern’s own renewable generating facilities. C&I Subscriber is entitled to a proportional share of RECs produced by the Green Resource as described in the Green Power Program Tariff. NorthWestern will not sell any RECs generated by the Green Resource and shall retire, on behalf of the C&I Subscriber, the C&I Subscriber’s allocated RECs annually, so that the C&I Subscriber can claim all attributes and benefits of the RECs from the Green Resource. NorthWestern will provide C&I Subscriber with an annual statement reflecting the RECs generated by the Green Resource and retired on behalf of C&I Subscriber. 5. Term and Termination. a. This Agreement is effective on the date first noted above and shall remain in effect until fifteen (15) years after the Commercial Operation Date of the Green Resource, at which point the Subscriber may terminate the Agreement subject to the Exit Fee provided for in Section 6, or take no action to have the Agreement renew automatically for additional five (5) year terms, with a final term not to exceed the Depreciable Life of the Green Resource defined in the Green Tariff, unless terminated earlier in accordance with this Agreement. Upon achieving Commercial Operation of the Green Resource, NorthWestern will provide C&I Subscriber with notice: (i) of the commencement of its tariff obligation set forth in Section 3a; and (ii) confirming the Depreciable Life. b. This Agreement will automatically terminate with no force and effect and no further obligations owed by either Party if the PSC does not approve the compliance filing made by NorthWestern pursuant to Section 9.a of this Agreement. Further, NorthWestern may terminate this Agreement with no force and effect and no 63 Green Power Program – Commercial and Industrial Subscription Agreement Page 4 of 11 further obligations owed by either Party if the PSC does not approve the compliance filing in Section 9.a upon acceptable terms and conditions to NorthWestern. c. NorthWestern may terminate this Agreement if C&I Subscriber fails to comply with any of its material obligations under this Agreement or the Green Tariff. Upon the occurrence of a default, including but not limited to C&I Subscriber’s failure to pay the Green Tariff rate in accordance with Section 3.a, NorthWestern shall provide written notice to the C&I Subscriber. Within 60 days after receipt of notice, C&I Subscriber shall remedy the default. If C&I Subscriber fails to remedy the default or fails to commence efforts and thereafter with due diligence pursue resolution of the default, NorthWestern may terminate this Agreement and invoice C&I Subscriber for the Exit Fee in accordance with Section 6 of this Agreement. NorthWestern may also terminate this Agreement upon the occurrence of C&I Subscriber’s repetitive failure (two or more notifications in the same calendar year) to timely pay the Green Tariff rate in accordance with Section 3. d. C&I Subscriber may terminate this Agreement at any time during the term in this Agreement upon delivery of the Exit Fee to NorthWestern in accordance with Section 6 of this Agreement. e. C&I Subscriber may reduce its Subscription Level if either (1) NorthWestern approves of an Eligible Community Customer(s) or an Eligible C&I Customer(s) assuming the reduced Subscription Level amount by executing an appropriate Subscription Agreement or (2) the C&I Subscriber pays the Exit Fee for the reduced Subscription Level as set forth in Section 6. 6. Exit Fee. a. The Parties agree that it would be difficult and impracticable under the presently known and anticipated facts and circumstances to ascertain all damages NorthWestern would incur should C&I Customer terminate this Agreement before the end of the Depreciable Life of the Green Resource, or otherwise fail to make payments in accordance with the Green Tariff through the end of the Depreciable Life of the Green Resource. Accordingly, the Parties hereby agree that if NorthWestern terminates this Agreement in accordance with Section 5.b above for cause or if C&I Subscriber terminates this Agreement in accordance with Section 5.d for its convenience, then C&I Subscriber shall pay, as NorthWestern’s sole and exclusive remedy, as liquidated damages and not as a penalty, an Exit Fee to NorthWestern. b. For the purpose of this Agreement, the “Exit Fee” means an amount not less than zero that is equal to C&I Subscriber’s remaining monetary obligation under the Agreement, less an estimate of the credits C&I Subscriber would have received under the Green Tariff. NorthWestern shall determine the remaining monetary obligation by calculating the costs and subtracting a forecasted credit over the remaining years of the Agreement. The cost will be calculated by multiplying the monthly Subscription Level by the then-applicable Green Tariff monthly cost rate by the number of months remaining until the end of the Depreciable Life of the Green Resource. The credit will be forecasted for the Capacity Credit as well as the Energy Credit and the current Exit Fee Credit will be applied. The Capacity Credit for exiting customers will be based on the Capacity Value and the current Capacity 64 Green Power Program – Commercial and Industrial Subscription Agreement Page 5 of 11 Accreditation, reduced or increased by any historical trend of the accredited capacity for that particular resource. The forecasted Energy Credit will be calculated on a net present value basis at the time the C&I Subscriber exits and will reflect the expected hourly delivery of the Green Resource for the remainder of the applicable term. The forecasted energy credit will be based on the LMP or market hub that best correlates with the historical Energy Credit calculated for the Green Resource and for which a market price forecast is available to NorthWestern. The Exit Fee Credit will be calculated as the sum of all revenues received from Exit Fees less Monthly Exit Fee Credits applied to the GPP Credit Rate in prior months. The Monthly Exit Fee Credit will be equal to the Exit Fee Credit divided by the number of months of the remaining Depreciable Life of the Green Resource. c. Exit Fee payments are final. If there is a difference between the Exit Fee and the actual costs or credits of the Green Program, this difference is distributed across remaining Subscribers through the GPP Cost Rate and GPP Credit Rate calculations as described in the Green Tariff. d. NorthWestern shall provide written notice to C&I Subscriber with the amount of the Exit Fee and documentation of its calculation upon request. C&I Subscriber shall pay the Exit Fee to NorthWestern within 90 days from the termination date. e. C&I Subscriber is not obligated to pay the Exit Fee if: (i) this Agreement is assigned to a third party in accordance with Section 8 who assumes C&I Subscriber’s remaining obligations under this Agreement; (ii) C&I Subscriber transfers a premise listed in Appendix A to a NorthWestern customer who is eligible to participate in the Green Program and that customer executes an applicable Green Program Subscription Agreement for the portion of the Subscription Level attributable to that premise set forth in this Agreement within 90 days after NorthWestern issues notice of termination of this Agreement or (iii) C&I Subscriber transfers its Subscription Level commitment, or a portion thereof as described in Section 5.e, to another customer who is eligible to participate in the Green Program, and such customer executes, subject to approval by NorthWestern, an applicable Green Program Subscription Agreement with a commitment equal to or greater than the Subscription Level of C&I Subscriber within 90 days of termination of this Agreement. If only part of the Subscription Level is successfully transferred to another Subscriber by executing a Subscription Agreement with NorthWestern, C&I Subscriber shall be responsible for the Exit Fee based on the Subscription Level not assumed by another Subscriber. f. If C&I Subscriber fails to pay the Exit Fee, NorthWestern will make reasonable efforts to collect the Exit Fee from C&I Subscriber. C&I Subscriber shall be responsible for any attorneys’ fees incurred by NorthWestern in its efforts to collect the Exit Fee. g. C&I Subscriber acknowledges that if another Subscriber fails to pay its appropriate Exit Fee, after NorthWestern has taken all reasonable efforts necessary to obtain payment of the Exit Fee, NorthWestern will seek to redistribute costs and credits of the Green Power Program across remaining Subscribers and Residential Subscribers as described in the Green Tariff. When seeking to redistribute costs and credits associated with defaulting Subscribers from unpaid Exit Fees, 65 Green Power Program – Commercial and Industrial Subscription Agreement Page 6 of 11 NorthWestern shall document its efforts to collect the Exit Fees from the defaulting Subscriber. 7. Green Tariff Incorporation. The terms and conditions of the Green Tariff, as approved by the PSC, are incorporated by reference into this Agreement. If a conflict arises between the Agreement and the Green Tariff, the Green Tariff controls. NorthWestern will post on its website notice of any filings with the PSC impacting the Green Tariff and will notify C&I Subscriber of any such approved changes to the Green Tariff and need to amend this Agreement. NorthWestern will provide notice to C&I Subscriber of any filings made by NorthWestern impacting the Green Tariff. 8. Assignment. C&I Subscriber may not assign the Agreement or any of the rights, obligations or benefits of the Agreement to any other person or entity without NorthWestern’s approval, such approval not to be unreasonably withheld provided the assignee satisfies NorthWestern’s requirements for participation. 9. Compliance Filing/Regulation by the PSC. a. NorthWestern shall submit a Green Tariff compliance filing to the PSC reflecting the estimated GPP Cost Rate for the development, operation and maintenance of the Green Resource no later than 60 days from (1) receipt and acceptance of Subscription Agreements by NorthWestern equal to or above the akWh of the selected Green Resource and (2) the execution of a material procurement, construction or build/transfer contract(s) with the developer of the Green Resource. b. NorthWestern shall submit a Green Tariff compliance filing to the PSC establishing the GPP Cost Rate after construction costs are finalized and shall submit subsequent annual compliance filings as described in the Green Tariff. c. C&I Subscriber acknowledges that NorthWestern, as a public utility, is subject to regulation by the PSC and that this Agreement may be filed with the PSC. As such, NorthWestern may be required to submit information, data, or documents regarding this Agreement to the PSC, including in any related docket or regulatory proceeding. C&I Subscriber acknowledges that, notwithstanding anything herein to the contrary, NorthWestern may submit a copy of this Agreement and any other related information, including C&I Subscriber’s energy use data, related to this Green Program to the PSC. If C&I Subscriber believes that any information, data, or documents, other than this Agreement, that NorthWestern plans or is required to submit to the PSC is confidential information subject to protection, C&I Subscriber shall notify NorthWestern immediately and C&I Subscriber shall be responsible for seeking the relevant protective order from the PSC for such information. 10. Force Majeure. a. Suspension/Costs. If the Green Resource is completely or partially destroyed by events constituting Force Majeure, NorthWestern and C&I Subscriber shall have their respective obligations under this Agreement immediately and temporarily suspended during the period the Green Resource is producing significantly less energy than its average energy production. The temporary suspension will end when NorthWestern decides whether to repair or replace the resource and any 66 Green Power Program – Commercial and Industrial Subscription Agreement Page 7 of 11 intended repair or replacement is completed. During a suspension, and until a decision is made pursuant to this Section and a new GPP Annual Revenue Requirement is approved by the PSC, if applicable, C&I Subscriber may not transfer its Subscription or exit the Green Program. Within 60 days of the initiation of temporary suspension, NorthWestern must determine all necessary costs to repair or replace the Green Resource and provide written documentation to C&I Subscriber of the costs, insurance proceeds, and the remaining balance of the GPP Annual Revenue Requirement not covered by insurance proceeds. NorthWestern may extend this 60-day period by providing notice to C&I Subscriber detailing their due diligence to compile and distribute this information to C&I Subscriber. b. Application of Property Insurance: NorthWestern must apply the proceeds of all property insurance covering the Green Resource to repair or replacement if the Green Resource is repaired or replaced. If the Green Resource is not repaired or replaced, NorthWestern must apply all insurance proceeds to the GPP Annual Revenue Requirement to reduce costs to Subscribers. c. Discretionary Repair or Replacement. If the Green Resource is damaged by a Force Majeure event such that repair or replacement is required, NorthWestern will evaluate the costs, schedule, insurance proceeds, and other relevant considerations associated with repairing or replacing the Green Resource. NorthWestern will provide the Subscribers with the information reasonably necessary to understand the estimated costs, the application of available insurance proceeds, and the potential impact on the GPP Annual Revenue Requirement and will inform Subscribers that any resulting cost recovery is subject to Commission review. NorthWestern will allow Subscribers a reasonable opportunity to provide input regarding the repair or replacement of the Green Resource. NorthWestern will meaningfully consider this input in good faith before making a final decision. After considering such input, NorthWestern will determine whether to repair or replace the Green Resource. d. Costs Beyond Insurance Proceeds. If the Green Resource is repaired or replaced pursuant to this Section, NorthWestern must first apply all available insurance proceeds to such costs for repair or replacement. NorthWestern shall use the Reserve Fund to cover any costs for repair or replacement of the Green Resource that are not covered by insurance proceeds. Any remaining costs for repair or replacement shall be included in the GPP Annual Revenue Requirement to be recovered from Subscribers over the Depreciable Life of the Green Resource. The original Depreciable Life of the Green Resource may be extended by NorthWestern for a commercially reasonable time by any such repair or replacement. Any GPP Credits unpaid during the temporary suspension shall be added to the GPP Credit Rate and delivered to Subscribers. e. Costs if Green Resource is Not Repaired or Replaced. If the Green Resource is not repaired or replaced and is no longer in Commercial Operation as a result of the Force Majeure event, C&I Subscriber will pay NorthWestern the Exit Fee, less any GPP Credits accrued during the temporary suspension. NorthWestern shall apply the C&I Subscriber’s portion of the Reserve Fund toward offsetting the total Exit Fee due from C&I Subscriber. C&I Subscriber will have the option to pay this 67 Green Power Program – Commercial and Industrial Subscription Agreement Page 8 of 11 amount in one payment, or to pay off this amount over the original Depreciable Life of the Green Resource. If the Green Resource is not repaired or replaced yet remains in Commercial Operation after the Force Majeure event, C&I Subscriber has the right to continue participating in the Green Program. 11. Insurance Requirements. NorthWestern represents it has significant insurance coverage for its real and personal property; as such, NorthWestern must insure the Green Resource in the same manner and extent of coverage that NorthWestern insures all of its real and personal property assets. 12. Notice. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and will be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally-recognized overnight courier (receipt requested); (iii) on the date sent by electronic transmission (including by e-mail) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (iv) on the 3rd day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Unless a Party has designated a different officer or address for itself by written notice to the other hereunder, such communications will be sent to the respective Party as follows: If to NorthWestern: NorthWestern Corporation d/b/a NorthWestern Energy [Title] [Bin Number] 11 E. Park Street Butte, Montana 59701 Email: [______________________] If to C&I Subscriber: [C&I Subscriber Name] Attention: [___________________] [Address Line 1] [Address Line 2] [City], [State] [Zip Code] Email: [______________________] 13. No Third-Party Benefit. Nothing in this Agreement will be construed to create any duty, obligation or liability of NorthWestern or C&I Subscriber to any person not a party to this Agreement. 14. Severability. If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue to be effective. 15. Survival. All covenants, representations, warranties and agreements of the Parties shall 68 Green Power Program – Commercial and Industrial Subscription Agreement Page 9 of 11 survive the expiration or termination of this Agreement and continue until such time as the obligations of the Parties hereto have been discharged in full. 16. Binding Effect. This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors and assigns of the Parties. 17. Headings. The headings used in this Agreement are for convenience only and cannot be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. 19. Governing Law. The validity, interpretation and performance of this Agreement, and each of its provisions, will be governed by the laws of the State of Montana without giving effect to principles of conflicts of law that would require the application of laws of another jurisdiction. The Parties agree that the state and federal courts, as applicable, of the State of Montana will have exclusive jurisdiction for the resolution of disputes under this Agreement and the Parties consent to such jurisdiction. 20. Waiver. A waiver by either Party of any of its rights with respect to the performance of any of the other Party’s obligations in this Agreement will not be deemed a waiver of the performance of any other obligation in this Agreement, nor will it be construed as a waiver to the same obligation in the future. 21. Amendment. Any modification or amendment to this Agreement (except as specifically set forth in Section 7) must be in writing and signed by both Parties. 22. Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each Party has been properly authorized and empowered to sign this Agreement. 23. Entire Agreement. This Agreement, including the Green Tariff, constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes all prior contracts or understandings with respect to that subject matter. IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written. NORTHWESTERN ENERGY Signature: _____________________________ Name: ________________________________ Title: _________________________________ [C&I SUBSCRIBER] Signature: _____________________________ Name: ________________________________ Title: _________________________________ 69 Green Power Program – Commercial and Industrial Subscription Agreement Page 10 of 11 Date: _________________________________ Date: _________________________________ 70 Green Power Program – Commercial and Industrial Subscription Agreement Page 11 of 11 APPENDIX A Green Power Program Premises C&I Subscriber currently receives electric bundled service from NorthWestern under the identified C&I Subscriber account(s) at each of the premises selected by C&I Subscriber to participate in the Green Program and listed below. Premises, and related account numbers, are subject to change from time to time. No. C&I Subscriber Name / Billing Name Account Number Location Address Annual Total Energy Consumption (akWh) Subscription Level (akWh) 1 [C&I Subscriber Name] [NorthWestern Account Number] [Address Line 1] [City], Montana [Zip Code] 2 3 4 5 6 7 8 9 10 11 71 NorthWestern Energy Green Power Program Residential Customer Enrollment Form ____________________ ____________________ First Name Last Name ______________________________ ____________________ Email Phone # ______________________________ ____________________ Address Address 2 ____________________ ____________________ City/Town State ____________________ ZIP/Postal Code ____________________ NorthWestern Energy Account Number I would like to subscribe to __[number of blocks]______ number of Green Power Program blocks. Each block represents 100 kilowatt hours (kWhs) of your electricity use. Terms and Conditions By submitting this electronic form, you authorize NorthWestern Energy to enroll you in the Green Power Program. Each month you will be billed for the amount of power that you subscribed for, as indicated on this form. Power will be sold as blocks, which are defined in the “Rates, Terms, and Conditions” section on the next page. Green Power Program blocks are billed at a rate approved by the Montana Public Service Commission. The current monthly cost rate and a 12-month historical average of the credit rate, as well as additional terms and conditions, can be found on NorthWestern Energy’s website [link to website]. Your decision to participate is voluntary, but by enrolling, you agree to commit to the Green Power Program for a 12-month period. Residents may only subscribe to the Green Power Program if they reside within a participating community that has made a portion of its subscription available to residential customers. By enrolling, you allow the participating community within which you reside to verify the eligibility of your address. All funds collected from participants in the Green Power Program are used to develop, maintain, and operate a clean, renewable electric power facility in Montana. 72 NORTHWESTERN ENERGY GREEN POWER PROGRAM RATES, TERMS AND CONDITIONS Who do I call with questions? Call a NorthWestern Energy Customer Service Representative at #__________. What is the Green Power Program? The Green Power Program is a Public Service Commission-approved tariff program designed to provide eligible NorthWestern customers with new renewable energy in Montana to reduce greenhouse gas emissions associated with their electricity service. Your participation will fund construction, operation, and maintenance of a new utility-scale clean energy project. This new renewable resource is in addition to NorthWestern’s existing energy resources. What are the eligibility requirements for participation? Participants must be a residential electric customer residing in a community that has decided to participate in the Green Power Program and make a portion of its subscription available to customers. The participant must also be enrolled in EFT payments and E-bill, and must be up to date on their utility bill. Recipients of Low Income Home Energy Assistance Program (LIHEAP) benefits are not eligible to participate unless there are government funds available to pay the cost to participate in the Green Power Program. What is a block of Green Power and how many can I purchase? One block in the Green Power Program is 100 kilowatt-hours (kWh) per month. There is no limit to the number of Green Power blocks you can purchase so long as the number of total blocks purchased does not exceed the amount allocated by your community. To estimate your energy use (to help determine how much renewable power you would like to sign up for), examples of your past electricity use in kWh can be found on your NorthWestern Energy bill. To give an example, a house that uses 800 kWh per month could purchase 8 blocks to support renewable energy development that aligns with your usage. The number of Green Power Program blocks you subscribe to does not change with your actual energy use. 73 How does subscribing to the Green Power Program impact my bill? Participants will receive a Green Power Program cost and a Green Power Program credit on their bill. The monthly GPP Cost Rate and estimated Green Power Program Credit Rate for each block is set forth in the Green Tariff on our website. What is the length of the obligation? Once enrolled, a participant is obligated for a period of one calendar year. Residential participants enrolled in the program will automatically be reenrolled in the program for the next program year unless they choose to opt out of the program during the enrollment period of September 1 through October 31. How will I be billed? You will continue to get your utility bill as normal. The amount that you owe for participation in the Green Power Program will be adjusted to reflect the costs and credits associated with your Green Power Program subscription. Green Power Program costs and credits will appear as separate line items on your bill. Will my rates change over time? The Green Power rate may be adjusted periodically with the approval of the Montana Public Service Commission. Is there a termination fee if I cancel the contract? If you cancel the contract or move while enrolled in the program, your termination fee will equal your remaining monetary obligation to the Green Power Program for the rest of the contract year. That is to say, you are responsible for the remaining cost of the clean energy kWh blocks that you signed up to purchase. 74