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HomeMy WebLinkAboutC7. Easement Modification NW Eneergy Page 1 Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Karen Stambaugh, Assistant City Attorney SUBJECT: Easement Modification Agreement with NorthWestern Energy for Revised Pipeline Alignment in North Park property MEETING DATE: February 29, 2016 AGENDA ITEM TYPE: Consent RECOMMENDATION: Authorize the City Manager to sign an Easement Modification Agreement with NorthWestern Energy for a revised gas pipeline alignment and a License Agreement for construction and installation of the pipeline in the City’s “North Park” property. BACKGROUND: NorthWestern Energy (NWE) holds an existing easement for a gas pipeline, which serves northeast Bozeman and vicinity and traverses the City’s North Park property. NWE submitted a proposal to the City to abandon a portion of the existing easement and obtain an additional easement for a new pipeline installation. This proposal forms part of a larger gas pipeline replacement and realignment project NWE is currently undertaking which also includes NWE’s gas pipeline through the Story Mill Community Park property. The attached agreements are nearly identical to the agreements approved by the City Commission on January 25, 2016 for the Story Mill Community Park property. Legal staff and Brit Fontenot, Director of Economic Development, met several times with NWE personnel to review the proposed pipeline alignment and to discuss the terms of the Easement Modification Agreement (Attachment A). A separate License Agreement (Attachment B) covers the terms of, and construction access restrictions for, the pipeline installation. Throughout the negotiations with NWE, document drafts were provided to representatives of Micropolitan Enterprises, LLC and Powder River Company, LLC, who hold a right of first offer to purchase the North Park property. Construction activities on the realignment of the pipeline will take place between May 1, 2016 and December 31, 2016. The terms of the License Agreement state that NWE shall restore all disturbed areas to the existing condition to the satisfaction of the City. ATTACHMENTS: Attachment A – Easement Modification Agreement Attachment B – License Agreement for Use of City Property 67 Page 2 UNRESOLVED ISSUES: None identified. ALTERNATIVES: As Directed by Commission. FISCAL EFFECTS: The proposal includes compensation in the amount of $23,650; $16,117 for the additional pipeline easement area and $7,488 for the temporary construction easement area, which is in accordance with a fair market value appraisal provided by NWE dated December 15, 2015. A hard copy of the full appraisal is available in the City Clerk’s office and an electronic copy is available here. Report compiled on: February 18, 2016 68 EASEMENT MODIFICATION AGREEMENT PAGE 1 OF 9 After Recording, Return To: NorthWestern Energy Lands & Permitting Dept. 40 East Broadway Butte, MT 59701 EASEMENT MODIFICATION AGREEMENT This Easement Modification Agreement (“Agreement”), dated the ___ day of __________, 2016, is made and entered into by and between NorthWestern Corporation, d/b/a NorthWestern Energy, a Delaware corporation, with a mailing address of 40 East Broadway, Butte, Montana 59701-9394 (“NorthWestern”), and the City of Bozeman, a self-governing municipality operating pursuant to its Charter and the laws of the State of Montana, with a mailing address of P.O. Box 1230, Bozeman, MT 59771 (“Owner”), and provides as follows: Recitals 1. Owner is the owner of certain real property, located in Gallatin County, Montana, which is described as follows: Tract 1-A and Tract 4-A of Certificate of Survey No. 2153, situated in the NW¼ of Section 36, Township 1 South, Range 5 East, P.M.M., Gallatin County, Montana, according to the official plat thereof on file and of record in the office of the County Clerk and Recorder of Gallatin County, Montana. (the “Real Property”) 2. NorthWestern is the holder of a Right of Way Deed for a natural gas pipeline, affecting the Real Property, dated April 12, 1950 and recorded on May 17, 1950 in Book 101, at Page 444, in the records of the Gallatin County Clerk and Recorder (the “Easement”). 3. NorthWestern desires to relocate a segment of the natural gas pipeline from its present location the Real Property to a new location on the Real Property, subject to the terms and conditions of this Agreement. Agreement Now therefore, in consideration of not less than the appraised value and other good and valuable consideration in hand paid, the receipt of which is acknowledged, NorthWestern and Owner agree as follows: 1. Relocation of Pipeline. The segment of the pipeline to be relocated, including both the existing location to be abandoned (the “Abandoned Easement”) and the new location where the pipeline will be built (the “Relocated Easement”), are depicted on the attached Exhibit “A”. Subject to the other provisions of this Agreement, 69 EASEMENT MODIFICATION AGREEMENT PAGE 2 OF 9 NorthWestern shall use best efforts to ensure that the relocation of the pipeline segment is completed by December 31, 2016. All costs and expenses of relocating the segment of the pipeline shall be paid for by NorthWestern. It is understood that the existing pipeline, now located underneath the area to be abandoned, shall remain buried in the ground and that NorthWestern shall have no obligation to remove it. 2. Release of Easement. Effective immediately at the time the relocated pipeline is put into operation NorthWestern shall be deemed to release, remise and quitclaim, without warranty of any kind, that segment of the Easement located upon the Real Property and depicted on Exhibit “A” as “Abandoned Easement” and shall record at the Gallatin County Clerk and Recorder’s Office, within a reasonable time thereafter, a legal document satisfactory to the Bozeman City Attorney evidencing the release. The pipeline in the Abandoned Easement will be evacuated of all natural gas and will be capped in accordance with a separate agreement between the Parties. NorthWestern has agreed to allow the City, its successors or assigns the use of the abandoned pipeline for a potential development conduit infrastructure. If and at such time as the City seeks to utilize the abandoned pipeline, the parties hereto agree to execute any additional agreements, waivers or releases of liability and ownership as may be required by NorthWestern to complete the transfer of the abandoned pipeline to the City. Nothing herein shall be deemed to release or in any way affect any other easement which may benefit NorthWestern, other than the Easement as expressly identified herein, and then solely as is described herein. Further, nothing herein shall affect the Easement in the event it should burden lands other than the Real Property. 3. Grant of Easement. Owner hereby grants unto NorthWestern, for its benefit, and that of its successors, assigns and permittees, a perpetual, non-exclusive easement forty (40) feet in width, upon which to construct, operate, maintain, replace, upgrade and remove one natural gas pipeline, no more than sixteen (16) inches in diameter, and necessary appurtenances, over, under, along and across those portions of the Real Property which are depicted on the attached Exhibit “A” as “Relocated Easement”, together with reasonable right of access to and from the easement area over lands of the Owner using existing roads and trails, which are also depicted on the attached Exhibit “A”; the right to use and keep the easement area free and clear of any and all obstructions or structures, except fences; and the right to clear and remove all timber, brush, or vegetation from the easement area that may in Grantee’s opinion endanger the pipeline, or necessary appurtenances. Before conducting any maintenance or repair of the pipeline, and before clearing or removing any timber, brush or vegetation from the easement area, NorthWestern shall provide notice to the Owner or its designee at least ten (10) days in advance unless (i) access to the easement area is made from an existing road, or (ii) exigent circumstances reasonably require a shorter notice period or no notice. It is agreed that the pipeline, and necessary appurtenances shall all be located within the forty (40) foot easement area, and other than the signage and cathodic protection test leads as required under federal regulation, the pipeline, 70 EASEMENT MODIFICATION AGREEMENT PAGE 3 OF 9 and appurtenances shall be buried. NorthWestern further agrees that when maintenance and repair activities are undertaken all vehicles, equipment and personnel involved in such activities will be contained within the forty (40) foot easement area or within such other area for which Owner may give prior consent in writing, which consent shall not be unreasonably withheld. Owner reserves all right to utilize its Real Property provided such use does not unreasonably interfere with the easement granted herein. 4. Reclamation. NorthWestern shall at its own cost and expense and promptly following initial construction of the pipeline and any subsequent maintenance or repairs to the pipeline, replace or repair all roads, drainage, fences, vegetation, and other property damaged by the construction, maintenance or repairs to a condition substantially the same as existed prior to such work and acceptable to the Owner or its designee. 5. Abandonment. If at any time after the pipeline is put into operation, NorthWestern, its successors or assigns, intentionally and voluntarily ceases to operate the pipeline for a period of more than five (5) years, the easement as granted herein shall terminate and be of no further force or effect. 6. Indemnification. NorthWestern agrees to release, defend, indemnify and save Owner, its agents, representatives, employees and officers (collectively, “City”) harmless from: a. any and all claims, demands, costs, expenses, damages and liabilities for injury, loss or damage to any person, entity or property arising out of, resulting from, or occurring in connection with NorthWestern’s, its contractor’s, and subcontractor’s, use of the easement granted herein for the construction, installation, testing, operation, maintenance or repair to the pipeline and any appurtenances; b. any and all claims, demands, costs, expenses, damages, and liabilities directly caused by the abandoned pipeline; and c. any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. Nothing in this Agreement shall obligate NorthWestern to remove the abandoned pipeline. Should the City be required to remove the abandoned pipeline by law, court order, or any federal or state regulatory authority determination, NorthWestern agrees to reimburse the City for all expenses related to such removal. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce 71 EASEMENT MODIFICATION AGREEMENT PAGE 4 OF 9 any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). NorthWestern’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Owner. Should any indemnitee described herein be required to bring an action against NorthWestern to assert its right to defense or indemnification under this Agreement or under NorthWestern’s applicable insurance required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines NorthWestern was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. In the event of an action filed against Owner resulting from the Owner’s obligations under this Agreement, the Owner may elect to represent itself and incur all costs and expenses of suit. NorthWestern also waives any and all claims and recourse against the Owner or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement. 7. Insurance. NorthWestern maintains insurance, including self-insured retention and excess coverage, as set out on Exhibit “B”. At no time during the term of this Agreement shall NorthWestern reduce its self-insured retention and excess coverage as set out in Exhibit “B” or permit its insurance coverage insuring the indemnification obligations assumed by NorthWestern in Section 6 fall below the limits set out below: • Workers’ Compensation – statutory; • Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual aggregate 72 EASEMENT MODIFICATION AGREEMENT PAGE 5 OF 9 Subcontractors hired by NorthWestern to provide services related to the gas pipeline on the Property shall carry insurance in the above amounts and shall name the City of Bozeman as an additional insured. 8. Modifications and Assignments. This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties with respect to such subject matter. This Agreement may not be modified or terminated unless in writing signed by the party against whom the same is sought to be enforced. 9. Controlling Law. This Agreement shall be interpreted under and governed by the laws of the State of Montana, without regard to conflict of law rules. 10. Interpretation. This Agreement has been reviewed by both parties, each of whom has had the opportunity to consult with independent counsel regarding it and has done so to the extent that such party desired. No stricter construction or interpretation of the terms hereof shall be applied against either party as the drafter hereof. 11. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 12. Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 13. Certification. Owner represents that it is the sole owner of the Real Property, and has the right to enter into this Agreement. NorthWestern represents that it is the owner of the Easement, and has the right to enter into and perform this Agreement. Further, the individuals signing for the parties each hereby represent that they are duly authorized and empowered to execute this Agreement on behalf of the party for whom each signs, and that once signed that this will be binding on the parties hereto. 14. Attorneys’ Fees. In the event either party finds it necessary to employ counsel in order to enforce or rescind any term or provision of this Agreement, including any proceeding in bankruptcy before any officer or judge of the U.S. Bankruptcy Court or any proceeding pertaining thereto, the prevailing party shall be entitled to recover from the other party in addition to costs and disbursements allowed by law, the prevailing party's reasonable attorneys’ fees, to include fees, salary and costs of in-house counsel including those in the office of the Bozeman City Attorney. Attorneys’ fees shall include any attorneys services rendered prior to the institution of litigation or proceedings in bankruptcy and include all matters 73 EASEMENT MODIFICATION AGREEMENT PAGE 6 OF 9 pertaining to litigation, or proceedings in bankruptcy and include all matters pertaining to litigation, or proceedings in bankruptcy as may be necessarily incurred in such proceedings and shall include an estimate of the attorneys’ fees to be incurred by the prevailing party following any initial decision or judgment entered in connection with that matter. 15. Effect. The Easement, as modified hereby, and the additional grants and agreements made by the parties shall run with the land and shall be binding on and shall inure to the benefit of the parties to this Agreement and their respective successors, assigns and permittees. Except as expressly set forth herein, the Easement remains unchanged and in all other respects any other easements held by NorthWestern which are not referenced herein remain unchanged. * * * * * Signatures and Notary Acknowledgements on Next Page * * * * * 74 EASEMENT MODIFICATION AGREEMENT PAGE 7 OF 9 City of Bozeman, a political subdivision of the State of Montana By: ______ Chris Kukulski Its:_City Manager_______________ _ NorthWestern Corporation d/b/a Northwestern Energy a Delaware Corporation By: __ Patrick Asay Its: Manager - Land & Permitting STATE OF MONTANA ) ).ss COUNTY OF SILVER BOW ) This instrument was acknowledged before me on _____________, 2016, by Patrick Asay, known to me to be the Manager - Land & Permitting for NorthWestern Corporation, d/b/a NorthWestern Energy. NOTARY SEAL ______ _ Printed Name: ___________________ Notary Public for the State of Montana Residing at: _____________________ My Commission Expires: ____________ STATE OF MONTANA ) )ss. COUNTY OF GALLATIN ) This instrument was acknowledged before me on , 2016, by Chris Kukulski, known to be the City Manager for The City of Bozeman, a Montana municipal corporation. NOTARY SEAL ______ _ Printed Name: ___________________ Notary Public for the State of Montana Residing at: _____________________ My Commission Expires: ____________ Project: Bozeman East Dry Creek Pipeline Agent: Jeff Harmon SAP No: PR 108813 - 6017262-0110 E# 75 EASEMENT MODIFICATION AGREEMENT PAGE 8 OF 9 EXHIBIT A Relocated Easement 76 R:\GGAS-DFT\BOZEMAN_SERVICE_CENTER\6310-06-BOZEMAN REROUTE MODIFIED-SITE MAP MODIFIED 08-11-15\C15037-1.DWG 1/15/2016 8:52 AM 00018313C15037-1ExhibitBozeman - Butte Line 12"Pipeline Crossing City Of BozemanTotal Length = 959.2'Total Area = 37,978.8 FtTotal Acres = 0.872Proposed RerouteProposed Reroute20' 20' 40'Property20'20'40'Relocated EasementRelocated EasementRelocated EasementTotal Length = 868.0'Total Area = 36,741.5 FtTotal Acres = 0.842Abandoned EasementAbandoned EasementAbandoned Easement20' 40' 20' 20' 40'Tract 1-ALength - 607.9'Area - 23,925.5 FtAcres - 0.552Tract 4-ALength - 351.3'Area - 14,053.3 FtAcres - 0.32277 EASEMENT MODIFICATION AGREEMENT PAGE 9 OF 9 EXHIBIT B Proof of Self-Insurance Coverages 2014-2015 NorthWestern Corporation (dba NorthWestern Energy) Insurance Coverages NorthWestern Corporation • Is a large publicly traded (Delaware) corporation: o Federal Tax ID number: 46-0172280 • Is self-insured to $1 million for property and property of others in our care, custody, and control • Is self-insured to $2 million for general liability • Is self-insured to $1 million for auto liability • Is self-insured to $2 million for workers compensation liability and is duly registered with the State of Montana as a self-insured entity • Maintains excess liability coverage above the self-insured amounts for catastrophic situations Additional info may be obtained from: Chad Wilde Risk Analyst NorthWestern Energy 600 Market St. W Huron, SD 57350 605-353-7620 Cell 605-354-2705 chad.wilde@northwestern.com 78 NorthWestern Energy License Agreement for the North Park Property Page 1 LICENSE AGREEMENT FOR THE USE OF CITY PROPERTY BY NORTHWESTERN ENERGY This License Agreement (the “Agreement”) is an agreement between the City of Bozeman, a self-governing municipality operating pursuant to its Charter and the laws of the State of Montana, with a mailing address of P.O. Box 1230, Bozeman, MT 59771 (the “City”) and NorthWestern Corporation, d/b/a NorthWestern Energy, a Delaware corporation, with a mailing address of 40 East Broadway, Butte, MT 59701-9394 (hereinafter the “Licensee”, and together with the City the “Parties”). In consideration of Licensee’s promises herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Purpose. The City desires to authorize Licensee to temporarily access a portion of the “North Park” property, located in Gallatin County and consisting of Tract 1-A and Tract 4- A of Certificate of Survey No. 2153, situated in the NW¼ of Section 36, Township 1 South, Range 5 East, P.M.M., Gallatin County, Montana, according to the official plat thereof on file and of record in the office of the County Clerk and Recorder of Gallatin County, Montana (the “Property”) for purposes of installing a re-routed section of a gas utility pipeline in the Property, which generally consists of the following work and at the locations illustrated in Exhibit A (“Pipeline Access and Layout Diagram”): a. On Tract 1-A: i. Accessing the construction area via a 20 foot wide by 1,457 linear feet access road as depicted on Exhibit A (page 1 of 2); ii. Excavation of an approximately 608 linear feet by 18 feet wide trench for direct bury of the pipeline as depicted on Exhibit A; iii. Work activities related to the pipeline installation in an approximately 670 feet by 100 feet area as depicted on Exhibit A; iv. Assembly and layout of the pipe in a 505 feet by 25 feet pipe layout corridor as depicted on Exhibit A. b. On Tract 4-A: i. Accessing the construction area via an existing 20 foot wide by 1,300 linear feet access road as depicted on Exhibit A (page 2 of 2); ii. Excavation of an approximately 351 linear feet by 18 feet wide trench for direct bury of the pipeline as depicted on Exhibit A; 79 NorthWestern Energy License Agreement for the North Park Property Page 2 iii. Assembly of the pipeline and other work activities related to the pipeline installation in an approximately 351 feet by 100 feet area as depicted on Exhibit A. c. Accessing and performing construction-related activities within the Easement as described in the Easement Modification Agreement attached hereto as Exhibit B and incorporated herein by reference; and d. Reclamation activities as needed to return all impacted areas of the Property to the existing condition and to the satisfaction of the City. 2. Title. Licensee hereby acknowledges this license grants a privilege and not an interest in the Property and the title of the City to the Property, and Licensee agrees never to deny such title or claim, at any time, or claim any interest or estate of any kind or extent whatsoever in the Property by virtue of this Agreement or Licensee’s occupancy or use hereunder. The City may enter the site at any time to assert its real property interest or for other purposes which do not unreasonably interfere with the activities of the Licensee. Nothing in this Agreement shall limit, negate or abrogate the interests and rights of the Licensee arising pursuant to that certain Right-of-Way Easement, dated April 12, 1950 and recorded on May 17, 1950 in Book 101, at Page 444, in the records of the Gallatin County Clerk and Recorder, as modified by that certain Easement Modification Agreement entered into contemporaneously with this Agreement. 3. License. The City hereby grants permission to construct the pipeline, revocable and terminable as provided herein, during the period commencing on or around May 1, 2016 until December 31, 2016 on the terms and conditions set forth herein, which Licensee promises to comply with and abide by. Such permission shall include the permission of Licensee to use the Property to fulfill its obligations under this License and for no other purpose. Provided however, Licensee shall have permission to enter the Property by foot, light duty vehicles and a vacuum truck prior to May 1, 2016 to conduct utility locates, surveys or other such pre-construction activities as may be needed. The term of this License may be extended by mutual agreement of the Parties in writing. Licensee agrees to comply with all City ordinances and other rules and regulations regarding permits and approvals related to operations on the Property as well as those of any other governmental entity having jurisdiction. 4. New Pipeline Installation. a. The pipeline will be installed by a trenching operation, except for the crossing of Mandeville Creek, which will be installed by a horizontal drilling 80 NorthWestern Energy License Agreement for the North Park Property Page 3 operation. In the area where the pipeline will be installed by a trenching operation, NorthWestern will bury the pipeline to a depth of at least 42 inches below the surface of the ground to the top of the pipeline. Where the pipeline will be installed by a horizontal directional drilling operation, the pipeline will be installed below 42 inches deep to such depths sufficient to accommodate the engineering requirements of a horizontal directional drill, and to adequately protect any stream riparian areas. b. Within a reasonable time after completion of the pipeline construction, Licensee will provide a drawing acceptable to the City including GPS coordinates detailing the specific location of the new pipeline and the pipeline appurtenances on the Park Property. 5. Reclamation Work. Licensee shall restore the Property to its existing condition and to the City Representative’s satisfaction. 6. Abandonment of Existing Pipeline. Upon abandonment in place of the existing pipeline on the Property, Licensee will evacuate all natural gas from the abandoned pipeline, then cut and plate the pipeline at the west side of the Interstate 90 crossing on the northwesterly end of the abandoned line, and cut and plate the pipeline on the west side of the future expansion of Flora Lane on the State of Montana property at the southeasterly end of the abandoned pipeline. 7. Indemnification/Insurance. The insurance and indemnification provisions of the Easement Modification Agreement entered into contemporaneously with this Agreement, shall apply equally to the terms of this Agreement. 8. Construction/Restrictions/Repair and Maintenance. a. Licensee shall, at its sole cost and expense, install and maintain in good condition wooden lath around the perimeter of any portion of the Property currently under construction by Licensee. Any such wooden lath shall be provided for in a manner to ensure emergency responders’ access. b. For the use of any public rights-of-way or any real Property of the City other than the Property the Licensee shall obtain an encroachment permit from the City’s Director of Public Works or other applicable approvals. c. Licensee shall keep the adjacent public properties including streets, alleys, and sidewalks free from construction debris, snow, ice, and other materials stored or located on the Property. Sediment, rock, mud, ice, snow, and other debris entering 81 NorthWestern Energy License Agreement for the North Park Property Page 4 upon public property outside the Property from the Licensee’s project shall be cleaned or removed immediately. d. Licensee agrees to immediately repair any damage caused by Licensee, its agents, invitees, guests, contractors or subcontractors to any public property outside the Property including but not limited to streets, curbs, sidewalks, and other infrastructure to, for public infrastructure, the current City standard for that infrastructure. Licensee agrees to timely comply with any request of the City to perform maintenance and repairs to streets, curbs, sidewalks and other infrastructure damaged by Licensee or Licensee’s agents, invitees, guests, contractors, or subcontractors. e. Any damage to the Property shall be repaired to a condition acceptable to the City. 9. Waste, Nuisance, and Unlawful Use Prohibited. Licensee shall not commit, or suffer to be committed, any waste on the Property, nor shall Licensee maintain, commit, or permit the maintenance of any nuisance on the Property or use the Property for any unlawful purpose. Licensee shall not do or permit anything to be done in or about the Property which shall in any way conflict with any law, ordinance, rule, or regulation affecting the occupancy and use of the Property, which are or may hereafter be enacted or promulgated by any public authority. 10. Hazardous Materials. Licensee agrees and represents that it shall not store or dispose of on the Property any “Hazardous Materials” as defined by Federal, State or local law as from time to time amended. 11. Signage. Licensee and Licensee’s agents may not install any signage except as approved by the City’s Representative or as required by federal regulation. 12. Termination. a. If Licensee fails to comply with any condition of this Agreement at the time or in the manner provided for, the City may, at its option, terminate this Agreement and be released from all obligations if the Licensee’s default is not cured within sixty (60) calendar days after written notice of the default is provided by the City to the Licensee. Said notice shall set forth the items to be cured. Notices shall be provided in writing and hand-delivered or mailed to the parties at the addresses set forth in the first paragraph of this Agreement. Failure to cure any default may result in an order by the City’s Representative for the Licensee to cease all 82 NorthWestern Energy License Agreement for the North Park Property Page 5 operations and remove all personal Park Property from the Park Property immediately. b. Licensee may terminate this Agreement upon thirty (30) days prior written notice to City. Upon termination, Licensee shall remove its equipment and improvements, and will restore the site to substantially the condition existing as of the commencement date of this Agreement, normal wear and tear excepted. 13. Due Diligence. Licensee shall at all times exercise due diligence in the protection of the Property against damages. 14. Nondiscrimination. Licensee agrees that all hiring by Licensee of persons performing this Agreement shall be on the basis of merit and qualifications. The Licensee shall not discriminate in the fulfillment of this Agreement on the basis of race, color, religion, creed, sex, age, marital status, national origin, or actual or perceived sexual orientation, gender identity or disability. The Licensee shall require these nondiscrimination terms of its agents and sub- contractors providing services under this Agreement. 15. Amendment. Any amendment or modification of this Agreement or any provision herein shall be made in writing or executed in the same manner as the original document and shall after execution become a part of this Agreement. 16. Assignment. Licensee may not assign this Agreement in whole or in part and may not sublet all or any portion of the Property without the prior written consent of the City. No assignment will relieve Licensee of its responsibility for the performance of the Agreement (including its duty to defend, indemnify and hold harmless). This license shall not run with the land. 17. Waiver of Claims. Licensee waives all claims against City for injury to persons or property on or about the Property or from its use of the Property except “responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. It shall be understood that the responsibility for protection and safekeeping of equipment and materials on or near the Property will be entirely that of the Licensee and that no claim shall be made against the City by reason of any act of an employee, officer, or, agent of the City or any trespasser. 18. Representatives. a. City’s Representative. The City Representative for the purpose of this Agreement shall be Brit Fontenot, Director Economic Development, or his 83 NorthWestern Energy License Agreement for the North Park Property Page 6 successor or designee. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Licensee may direct its communication or submission to other City personnel or agents and may receive approvals or authorization from such persons. b. Licensee’s Representative. The Licensee’s Representative for the purpose of this Agreement shall be Patrick Asay or his successor or designee. Whenever direction to or communication with Licensee is required by this Agreement, such direction or communication shall be directed to Licensee’s Representative; provided, however, that in exigent circumstances when Licensee’s Representative is not available, the City may direct its direction or communication to other designated employees or agents of Licensee. 19. Permits. Unless otherwise agreed to in writing by the parties, Licensee shall provide all notices, comply with all applicable federal, state, and local laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 20. Intoxicants; DOT Drug and Alcohol Regulations. Licensee shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, upon the Property. Licensee acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. The City shall have the right to request proof of such compliance and Licensee shall be obligated to furnish such proof. The City may order removal from the Property of any employee or agent of Licensee or any of its subcontractors for use of intoxicants on the Park Property. 21. Liens and Encumbrances. Licensee shall not permit any liens or encumbrances to be filed on the Property related to the Licensee’s use of the Property. Prior to the expiration of this Agreement or termination by the City or Licensee as provided herein Licensee shall furnish the City with satisfactory proof that there are no outstanding liens or encumbrances in connection with the Licensee’s use of the Park Property. 22. Dispute Resolution. Any claim, controversy, or dispute between the Parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual 84 NorthWestern Energy License Agreement for the North Park Property Page 7 agreement of the Parties, the Parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute shall be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 23. Survival. Licensee’s indemnification obligations shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 24. Headings. The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 25. Waiver. A waiver by City of any default or breach by Licensee of any covenants, terms, or conditions of this Agreement does not limit City’s right to enforce such covenants, terms, or conditions or to pursue City’s rights in the event of any subsequent default or breach. 26. Severability. If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 27. Applicable Law. The Parties agree that this Agreement is governed in all respects by the laws of the State of Montana. Jurisdiction for any dispute or claim raised under this Agreement or proceeding brought to interpret the Agreement shall lie solely in the State of Montana, Gallatin County. 28. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 29. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party except the City. 30. Counterparts. This Agreement may be executed in counterparts, which together constitute one instrument. 31. 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. 32. Independent Contractor. The Parties agree and acknowledge that in the performance of this Agreement Licensee shall not be considered an agent, representative, 85 NorthWestern Energy License Agreement for the North Park Property Page 8 subcontractor, or employee of the City. The Parties further agree that all individuals and companies retained by Licensee at all times will be considered the agents, employees, or independent contractors of Licensee and at no time will they be the employees, agents, or representatives of the City. 33. Integration. Except as otherwise provided, this Agreement constitutes the entire agreement of the Parties. Except as otherwise provided, covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. Except as otherwise provided, there are no understandings between the parties other than as set forth in this Agreement. Except as otherwise provided, all communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. ########### End of Agreement except for signatures ########### 86 NorthWestern Energy License Agreement for the North Park Property Page 9 Executed this _____ day of __________________, 2016. City: By: _____________________ Bozeman City Manager STATE OF MONTANA ) : ss. County of Gallatin ) This instrument was acknowledged before me on the _____ day of ________________, 20___ by Chris A. Kukulski, as City Manager for the City of Bozeman, Montana. __________________________________________ Notary Public for the State of Montana Printed Name: _____________________________ (SEAL) Residing in________________________________ My Commission Expires:_____________________ _____________________________________________________________ Name of Entity (Licensee) By: _______________________ STATE OF MONTANA ) : ss. County of Gallatin ) This instrument was acknowledged before me on the _____ day of ________________, 20___ by Patrick Asay, as Manager – Lands and Permitting of NorthWestern Corporation. __________________________________________ Notary Public for the State of Montana Printed Name: _____________________________ (SEAL) Residing in________________________________ My commission expires: _____________________ 87 Exhibit B – NorthWestern Energy License Agreement for the North Park Property EXHIBIT A (Pipeline Access and Layout Diagram) 88 R:\GGAS-DFT\BOZEMAN_SERVICE_CENTER\6310-06-BOZEMAN REROUTE MODIFIED-SITE MAP MODIFIED 08-11-15\C15037-1.DWG 9/25/2015 11:20 AM 00018313C15037-1ExhibitBozeman - Butte Line 12"Pipeline Crossing City Of BozemanProperty Exhibit A20'20'40'Total Length = 524.2'Total Area = 20,738.1 FtTotal Acres = 0.472Abandoned EasementAbandoned Easement20' 20' 40'20'100'25'505' x 25'Pipe LayoutCorridor505' x 25'Pipe LayoutCorridor669.4' x 100'Work Area1,457.0' x 20'Access RoadTotal Length = 2,631.4'Total Area = 105,867.5 FtTotal Acres = 2.432Work Area/Access RoadTotal Length = 2,631.4'Total Area = 105,867.5 FtTotal Acres = 2.432Work Area/Access Road669.4' x 100'Work Area1,457.0' x 20'Access RoadTotal Length = 608.1'Total Area = 23,925.5 FtTotal Acres = 0.552Proposed RerouteRelocated EasementRelocated EasementTotal Length = 524.2'Total Area = 20,738.1 FtTotal Acres = 0.472Abandoned EasementAbandoned EasementTotal Length = 608.1'Total Area = 23,925.5 FtTotal Acres = 0.552Proposed RerouteRelocated EasementRelocated Easement89 R:\GGAS-DFT\BOZEMAN_SERVICE_CENTER\6310-06-BOZEMAN REROUTE MODIFIED-SITE MAP MODIFIED 08-11-15\C15037-1.DWG 9/21/2015 3:19 PM 00018313C15037-1ExhibitBozeman - Butte Line 12"Pipeline Crossing City Of BozemanProperty Exhibit BTotal Length = 343.8'Total Area = 16,003.4 FtTotal Acres = 0.372Abandoned EasementAbandoned Easement20' 20' 40'351.3' x 100'Work Area1,300.0' x 20'Access RoadTotal Length = 1,651.3'Total Area = 61,244.9 FtTotal Acres = 1.412Work Area/Access RoadTotal Length = 1,651.3'Total Area = 61,244.9 FtTotal Acres = 1.412Work Area/Access Road351.3' x 100'Work Area1,300.0' x 20'Access RoadTotal Length = 351.1'Total Area = 14,053.3 FtTotal Acres = 0.322Proposed RerouteRelocated EasementRelocated EasementTotal Length = 343.8'Total Area = 16,003.4 FtTotal Acres = 0.372Abandoned EasementAbandoned EasementTotal Length = 351.1'Total Area = 14,053.3 FtTotal Acres = 0.322Proposed RerouteRelocated EasementRelocated Easement20'10 0 ' 20' 40'90 Exhibit B – NorthWestern Energy License Agreement for the North Park Property EXHIBIT B (Easement Modification Agreement) 91 EASEMENT MODIFICATION AGREEMENT PAGE 1 OF 9 After Recording, Return To: NorthWestern Energy Lands & Permitting Dept. 40 East Broadway Butte, MT 59701 EASEMENT MODIFICATION AGREEMENT This Easement Modification Agreement (“Agreement”), dated the ___ day of __________, 2016, is made and entered into by and between NorthWestern Corporation, d/b/a NorthWestern Energy, a Delaware corporation, with a mailing address of 40 East Broadway, Butte, Montana 59701-9394 (“NorthWestern”), and the City of Bozeman, a self-governing municipality operating pursuant to its Charter and the laws of the State of Montana, with a mailing address of P.O. Box 1230, Bozeman, MT 59771 (“Owner”), and provides as follows: Recitals 1. Owner is the owner of certain real property, located in Gallatin County, Montana, which is described as follows: Tract 1-A and Tract 4-A of Certificate of Survey No. 2153, situated in the NW¼ of Section 36, Township 1 South, Range 5 East, P.M.M., Gallatin County, Montana, according to the official plat thereof on file and of record in the office of the County Clerk and Recorder of Gallatin County, Montana. (the “Real Property”) 2. NorthWestern is the holder of a Right of Way Deed for a natural gas pipeline, affecting the Real Property, dated April 12, 1950 and recorded on May 17, 1950 in Book 101, at Page 444, in the records of the Gallatin County Clerk and Recorder (the “Easement”). 3. NorthWestern desires to relocate a segment of the natural gas pipeline from its present location the Real Property to a new location on the Real Property, subject to the terms and conditions of this Agreement. Agreement Now therefore, in consideration of not less than the appraised value and other good and valuable consideration in hand paid, the receipt of which is acknowledged, NorthWestern and Owner agree as follows: 1. Relocation of Pipeline. The segment of the pipeline to be relocated, including both the existing location to be abandoned (the “Abandoned Easement”) and the new location where the pipeline will be built (the “Relocated Easement”), are depicted on the attached Exhibit “A”. Subject to the other provisions of this Agreement, 92 EASEMENT MODIFICATION AGREEMENT PAGE 2 OF 9 NorthWestern shall use best efforts to ensure that the relocation of the pipeline segment is completed by December 31, 2016. All costs and expenses of relocating the segment of the pipeline shall be paid for by NorthWestern. It is understood that the existing pipeline, now located underneath the area to be abandoned, shall remain buried in the ground and that NorthWestern shall have no obligation to remove it. 2. Release of Easement. Effective immediately at the time the relocated pipeline is put into operation NorthWestern shall be deemed to release, remise and quitclaim, without warranty of any kind, that segment of the Easement located upon the Real Property and depicted on Exhibit “A” as “Abandoned Easement” and shall record at the Gallatin County Clerk and Recorder’s Office, within a reasonable time thereafter, a legal document satisfactory to the Bozeman City Attorney evidencing the release. The pipeline in the Abandoned Easement will be evacuated of all natural gas and will be capped in accordance with a separate agreement between the Parties. NorthWestern has agreed to allow the City, its successors or assigns the use of the abandoned pipeline for a potential development conduit infrastructure. If and at such time as the City seeks to utilize the abandoned pipeline, the parties hereto agree to execute any additional agreements, waivers or releases of liability and ownership as may be required by NorthWestern to complete the transfer of the abandoned pipeline to the City. Nothing herein shall be deemed to release or in any way affect any other easement which may benefit NorthWestern, other than the Easement as expressly identified herein, and then solely as is described herein. Further, nothing herein shall affect the Easement in the event it should burden lands other than the Real Property. 3. Grant of Easement. Owner hereby grants unto NorthWestern, for its benefit, and that of its successors, assigns and permittees, a perpetual, non-exclusive easement forty (40) feet in width, upon which to construct, operate, maintain, replace, upgrade and remove one natural gas pipeline, no more than sixteen (16) inches in diameter, and necessary appurtenances, over, under, along and across those portions of the Real Property which are depicted on the attached Exhibit “A” as “Relocated Easement”, together with reasonable right of access to and from the easement area over lands of the Owner using existing roads and trails, which are also depicted on the attached Exhibit “A”; the right to use and keep the easement area free and clear of any and all obstructions or structures, except fences; and the right to clear and remove all timber, brush, or vegetation from the easement area that may in Grantee’s opinion endanger the pipeline, or necessary appurtenances. Before conducting any maintenance or repair of the pipeline, and before clearing or removing any timber, brush or vegetation from the easement area, NorthWestern shall provide notice to the Owner or its designee at least ten (10) days in advance unless (i) access to the easement area is made from an existing road, or (ii) exigent circumstances reasonably require a shorter notice period or no notice. It is agreed that the pipeline, and necessary appurtenances shall all be located within the forty (40) foot easement area, and other than the signage and cathodic protection test leads as required under federal regulation, the pipeline, 93 EASEMENT MODIFICATION AGREEMENT PAGE 3 OF 9 and appurtenances shall be buried. NorthWestern further agrees that when maintenance and repair activities are undertaken all vehicles, equipment and personnel involved in such activities will be contained within the forty (40) foot easement area or within such other area for which Owner may give prior consent in writing, which consent shall not be unreasonably withheld. Owner reserves all right to utilize its Real Property provided such use does not unreasonably interfere with the easement granted herein. 4. Reclamation. NorthWestern shall at its own cost and expense and promptly following initial construction of the pipeline and any subsequent maintenance or repairs to the pipeline, replace or repair all roads, drainage, fences, vegetation, and other property damaged by the construction, maintenance or repairs to a condition substantially the same as existed prior to such work and acceptable to the Owner or its designee. 5. Abandonment. If at any time after the pipeline is put into operation, NorthWestern, its successors or assigns, intentionally and voluntarily ceases to operate the pipeline for a period of more than five (5) years, the easement as granted herein shall terminate and be of no further force or effect. 6. Indemnification. NorthWestern agrees to release, defend, indemnify and save Owner, its agents, representatives, employees and officers (collectively, “City”) harmless from: a. any and all claims, demands, costs, expenses, damages and liabilities for injury, loss or damage to any person, entity or property arising out of, resulting from, or occurring in connection with NorthWestern’s, its contractor’s, and subcontractor’s, use of the easement granted herein for the construction, installation, testing, operation, maintenance or repair to the pipeline and any appurtenances; b. any and all claims, demands, costs, expenses, damages, and liabilities directly caused by the abandoned pipeline; and c. any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. Nothing in this Agreement shall obligate NorthWestern to remove the abandoned pipeline. Should the City be required to remove the abandoned pipeline by law, court order, or any federal or state regulatory authority determination, NorthWestern agrees to reimburse the City for all expenses related to such removal. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce 94 EASEMENT MODIFICATION AGREEMENT PAGE 4 OF 9 any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). NorthWestern’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Owner. Should any indemnitee described herein be required to bring an action against NorthWestern to assert its right to defense or indemnification under this Agreement or under NorthWestern’s applicable insurance required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines NorthWestern was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. In the event of an action filed against Owner resulting from the Owner’s obligations under this Agreement, the Owner may elect to represent itself and incur all costs and expenses of suit. NorthWestern also waives any and all claims and recourse against the Owner or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement. 7. Insurance. NorthWestern maintains insurance, including self-insured retention and excess coverage, as set out on Exhibit “B”. At no time during the term of this Agreement shall NorthWestern reduce its self-insured retention and excess coverage as set out in Exhibit “B” or permit its insurance coverage insuring the indemnification obligations assumed by NorthWestern in Section 6 fall below the limits set out below: • Workers’ Compensation – statutory; • Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual aggregate 95 EASEMENT MODIFICATION AGREEMENT PAGE 5 OF 9 Subcontractors hired by NorthWestern to provide services related to the gas pipeline on the Property shall carry insurance in the above amounts and shall name the City of Bozeman as an additional insured. 8. Modifications and Assignments. This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties with respect to such subject matter. This Agreement may not be modified or terminated unless in writing signed by the party against whom the same is sought to be enforced. 9. Controlling Law. This Agreement shall be interpreted under and governed by the laws of the State of Montana, without regard to conflict of law rules. 10. Interpretation. This Agreement has been reviewed by both parties, each of whom has had the opportunity to consult with independent counsel regarding it and has done so to the extent that such party desired. No stricter construction or interpretation of the terms hereof shall be applied against either party as the drafter hereof. 11. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 12. Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 13. Certification. Owner represents that it is the sole owner of the Real Property, and has the right to enter into this Agreement. NorthWestern represents that it is the owner of the Easement, and has the right to enter into and perform this Agreement. Further, the individuals signing for the parties each hereby represent that they are duly authorized and empowered to execute this Agreement on behalf of the party for whom each signs, and that once signed that this will be binding on the parties hereto. 14. Attorneys’ Fees. In the event either party finds it necessary to employ counsel in order to enforce or rescind any term or provision of this Agreement, including any proceeding in bankruptcy before any officer or judge of the U.S. Bankruptcy Court or any proceeding pertaining thereto, the prevailing party shall be entitled to recover from the other party in addition to costs and disbursements allowed by law, the prevailing party's reasonable attorneys’ fees, to include fees, salary and costs of in-house counsel including those in the office of the Bozeman City Attorney. Attorneys’ fees shall include any attorneys services rendered prior to the institution of litigation or proceedings in bankruptcy and include all matters 96 EASEMENT MODIFICATION AGREEMENT PAGE 6 OF 9 pertaining to litigation, or proceedings in bankruptcy and include all matters pertaining to litigation, or proceedings in bankruptcy as may be necessarily incurred in such proceedings and shall include an estimate of the attorneys’ fees to be incurred by the prevailing party following any initial decision or judgment entered in connection with that matter. 15. Effect. The Easement, as modified hereby, and the additional grants and agreements made by the parties shall run with the land and shall be binding on and shall inure to the benefit of the parties to this Agreement and their respective successors, assigns and permittees. Except as expressly set forth herein, the Easement remains unchanged and in all other respects any other easements held by NorthWestern which are not referenced herein remain unchanged. * * * * * Signatures and Notary Acknowledgements on Next Page * * * * * 97 EASEMENT MODIFICATION AGREEMENT PAGE 7 OF 9 City of Bozeman, a political subdivision of the State of Montana By: ______ Chris Kukulski Its:_City Manager_______________ _ NorthWestern Corporation d/b/a Northwestern Energy a Delaware Corporation By: __ Patrick Asay Its: Manager - Land & Permitting STATE OF MONTANA ) ).ss COUNTY OF SILVER BOW ) This instrument was acknowledged before me on _____________, 2016, by Patrick Asay, known to me to be the Manager - Land & Permitting for NorthWestern Corporation, d/b/a NorthWestern Energy. NOTARY SEAL ______ _ Printed Name: ___________________ Notary Public for the State of Montana Residing at: _____________________ My Commission Expires: ____________ STATE OF MONTANA ) )ss. COUNTY OF GALLATIN ) This instrument was acknowledged before me on , 2016, by Chris Kukulski, known to be the City Manager for The City of Bozeman, a Montana municipal corporation. NOTARY SEAL ______ _ Printed Name: ___________________ Notary Public for the State of Montana Residing at: _____________________ My Commission Expires: ____________ Project: Bozeman East Dry Creek Pipeline Agent: Jeff Harmon SAP No: PR 108813 - 6017262-0110 E# 98 EASEMENT MODIFICATION AGREEMENT PAGE 8 OF 9 EXHIBIT A Relocated Easement 99 R:\GGAS-DFT\BOZEMAN_SERVICE_CENTER\6310-06-BOZEMAN REROUTE MODIFIED-SITE MAP MODIFIED 08-11-15\C15037-1.DWG 1/15/2016 8:52 AM 00018313C15037-1ExhibitBozeman - Butte Line 12"Pipeline Crossing City Of BozemanTotal Length = 959.2'Total Area = 37,978.8 FtTotal Acres = 0.872Proposed RerouteProposed Reroute20' 20' 40'Property20'20'40'Relocated EasementRelocated EasementRelocated EasementTotal Length = 868.0'Total Area = 36,741.5 FtTotal Acres = 0.842Abandoned EasementAbandoned EasementAbandoned Easement20' 40' 20' 20' 40'Tract 1-ALength - 607.9'Area - 23,925.5 FtAcres - 0.552Tract 4-ALength - 351.3'Area - 14,053.3 FtAcres - 0.322100 EASEMENT MODIFICATION AGREEMENT PAGE 9 OF 9 EXHIBIT B Proof of Self-Insurance Coverages 2014-2015 NorthWestern Corporation (dba NorthWestern Energy) Insurance Coverages NorthWestern Corporation • Is a large publicly traded (Delaware) corporation: o Federal Tax ID number: 46-0172280 • Is self-insured to $1 million for property and property of others in our care, custody, and control • Is self-insured to $2 million for general liability • Is self-insured to $1 million for auto liability • Is self-insured to $2 million for workers compensation liability and is duly registered with the State of Montana as a self-insured entity • Maintains excess liability coverage above the self-insured amounts for catastrophic situations Additional info may be obtained from: Chad Wilde Risk Analyst NorthWestern Energy 600 Market St. W Huron, SD 57350 605-353-7620 Cell 605-354-2705 chad.wilde@northwestern.com 101