##### 



Confidential information has been omitted from this Exhibit and filed separately with the
Commission pursuant to a confidential treatment request under Rule 24b-2.
 Exhibit 10.2
 BIG STONE II POWER PLANT
 Operation & Maintenance
 Services Agreement
 By and Among
 CENTRAL MINNESOTA MUNICIPAL POWER AGENCY,
 GREAT RIVER ENERGY,
 HEARTLAND CONSUMERS POWER DISTRICT,
 MONTANA-DAKOTA UTILITIES CO., A DIVISION OF MDU
RESOURCES GROUP, INC.,
 OTTER TAIL CORPORATION dba OTTER TAIL POWER
COMPANY,
 SOUTHERN MINNESOTA MUNICIPAL POWER AGENCY, AND
 WESTERN MINNESOTA MUNICIPAL POWER AGENCY,
 As Owners,
 and
 OTTER TAIL CORPORATION dba OTTER TAIL POWER
COMPANY,
 As Operator
 JUNE 30, 2005




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##### 



Operation and Maintenance Services Agreement
    
    PageiBig Stone II Power plant
    
    June 30, 2005
 TABLE OF CONTENTS
 PageOPERATION AND MAINTENANCE SERVICES AGREEMENT
    
    
    1ARTICLE I RULES OF CONSTRUCTION AND INTERPRETATION; DEFINED TERMS
    
    
    21.01
    
    
    Rules of Construction
    
    
    21.02
    
    
    Interpretation with the 2005 Joint Facilities Agreement
    
    
    21.03
    
    
    Interpretation with Participation Agreement
    
    
    31.04
    
    
    Defined Terms
    
    
    3ARTICLE II TERM & TERMINATION
    
    
    142.01
    
    
    Term
    
    
    142.02
    
    
    Suspension or Termination
    
    
    142.03
    
    
    Suspension and Termination Payments
    
    
    152.04
    
    
    Surviving Provisions
    
    
    16ARTICLE III OWNERS RIGHTS & RESPONSIBILITIES
    
    
    163.01
    
    
    Engineering and Operating Committee
    
    
    163.02
    
    
    Documents
    
    
    173.03
    
    
    Utilities
    
    
    173.04
    
    
    Fuel and Fuel Transportation
    
    
    173.05
    
    
    Trust Account
    
    
    173.06
    
    
    Authorizations
    
    
    173.07
    
    
    Fines & Penalties
    
    
    173.08
    
    
    Additional Agreements
    
    
    173.09
    
    
    Notifications
    
    
    183.10
    
    
    Audits
    
    
    183.11
    
    
    On-Site Owner Representative
    
    
    193.12
    
    
    Operation by Owners
    
    
    193.13
    
    
    Monthly Financial Statements
    
    
    19ARTICLE IV OPERATOR RIGHTS & RESPONSIBILITIES
    
    
    204.01
    
    
    Scope of Services
    
    
    204.02
    
    
    Operational Standards
    
    
    224.03
    
    
    Personnel
    
    
    224.04
    
    
    Plant Manager
    
    
    234.05
    
    
    Training
    
    
    234.06
    
    
    Procurement
    
    
    234.07
    
    
    Records and Reports
    
    
    254.08
    
    
    BSP II Manuals
    
    
    264.09
    
    
    Authorizations
    
    
    264.10
    
    
    Notifications
    
    
    264.11
    
    
    Emergency Actions
    
    
    27




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Operation and Maintenance Services Agreement
    
    Page iiBig Stone II Power plant
    
    June 30, 2005
 4.12
    
    
    Cooperation in Financing
    
    
    284.13
    
    
    Cooperation Following Termination
    
    
    284.14
    
    
    Liens or Encumbrances
    
    
    294.15
    
    
    Authority Limitations
    
    
    29ARTICLE V BUDGET AND OPERATING PLAN PROCEDURES
    
    
    305.01
    
    
    Pre-Commercial Operation
    
    
    305.02
    
    
    Operations Period
    
    
    31ARTICLE VI CONSIDERATION
    
    
    326.01
    
    
    Compensation
    
    
    33ARTICLE VII INSURANCE
    
    
    337.01
    
    
    Provided by Owners
    
    
    337.02
    
    
    Provided by Operator
    
    
    347.03
    
    
    Premiums & Deductibles
    
    
    347.04
    
    
    Replacement Insurance By Operator
    
    
    357.05
    
    
    Replacement Insurance By Owner
    
    
    35ARTICLE VIII INDEMNIFICATIONS
    
    
    358.01
    
    
    Owners Indemnification
    
    
    358.02
    
    
    Operator Indemnification
    
    
    358.03
    
    
    Comparative Liability
    
    
    358.04
    
    
    Notice and Participation
    
    
    368.05
    
    
    Net Amount
    
    
    37ARTICLE IX DEFAULTS & REMEDIES
    
    
    379.01
    
    
    Operator Events of Default
    
    
    379.02
    
    
    Owners Events of Default
    
    
    389.03
    
    
    Procedure and Remedies
    
    
    389.04
    
    
    Operator Liability Limiting Events
    
    
    389.05
    
    
    Remedies Cumulative
    
    
    39ARTICLE X LIABILITY LIMITATIONS
    
    
    3910.01
    
    
    No Consequential Damages
    
    
    3910.02
    
    
    No Warranties or Guarantees
    
    
    3910.03
    
    
    Assertion of Claims
    
    
    40ARTICLE XI DISPUTE RESOLUTION
    
    
    4011.01
    
    
    Resolution By Coordination Committee
    
    
    4011.02
    
    
    Continued Performance
    
    
    40ARTICLE XII REPRESENTATIONS & WARRANTIES
    
    
    4012.01
    
    
    Of Each Party
    
    
    40ARTICLE XIII MISCELLANEOUS
    
    
    4113.01
    
    
    Access
    
    
    41




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##### 



Operation and Maintenance Services Agreement
    
    PageiiiBig Stone II Power plant
    
    June 30, 2005
 13.02
    
    
    Cooperation of the Parties
    
    
    4213.03
    
    
    Force Majeure Event
    
    
    4213.04
    
    
    Publicity Policy
    
    
    4213.05
    
    
    Notices
    
    
    4313.06
    
    
    Transfers & Assignments
    
    
    4313.07
    
    
    Late Payments
    
    
    4413.08
    
    
    Third-Party Beneficiaries
    
    
    4513.09
    
    
    Title Passage
    
    
    4513.10
    
    
    Relationship of Parties
    
    
    4513.11
    
    
    Entire Agreement
    
    
    4513.12
    
    
    Amendments
    
    
    4513.13
    
    
    Governing Law
    
    
    4513.14
    
    
    Consent to Jurisdiction
    
    
    4513.15
    
    
    Waiver Of Trial By Jury
    
    
    4613.16
    
    
    Severability
    
    
    4613.17
    
    
    Waiver
    
    
    4613.18
    
    
    Counterparts
    
    
    4613.19
    
    
    Captions
    
    
    46EXHIBIT A
    
    
    48SCHEDULE 1.04
    
    
    50SCHEDULE 4.01
    
    
    51SCHEDULE 5.02(b)(i)
    
    
    62




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##### 



Operation and Maintenance Services Agreement
    
    Page1Big Stone II Power plant
    
    June 30, 2005
 Operation and Maintenance
 Services Agreement
 THIS OPERATION AND MAINTENANCE SERVICES AGREEMENT
 RECITALS
 WHEREAS
 WHEREAS
 WHEREAS,
 WHEREAS
 WHEREAS




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##### 



Operation and Maintenance Services Agreement
    
    Page2Big Stone II Power plant
    
    June 30, 2005
 NOW, THEREFORE
 ARTICLE I
 RULES OF CONSTRUCTION AND INTERPRETATION; DEFINED TERMS
 1.01 Rules of Construction.
 (a)
    
    The masculine shall include the feminine and neuter.(b)
    
    References to Appendices, Articles, Sections, Schedules or Exhibits
shall be to appendices, articles, sections, schedules or exhibits of this Agreement.
Any references to Appendices, Sections, Schedules, or Exhibits shall be deemed
to mean, as applicable, as the same may be amended from time to time in accordance with
the provisions of this Agreement.(c)
    
    This Agreement was negotiated and prepared by each of the Parties with the
advice and participation of counsel. The Parties have agreed to the wording of this
Agreement and none of the provisions hereof shall be construed against one Party on the
ground that such Party is the author of this Agreement or any part hereof.(d)
    
    The Parties shall act reasonably and in accordance with the principles of good
faith and fair dealing in the performance of this Agreement. Unless expressly provided
otherwise in this Agreement, (i) where the Agreement requires the consent, approval, or
similar action by a Party, such consent or approval shall not be unreasonably withheld,
conditioned or delayed, and (ii) wherever the Agreement gives a Party a right to
determine, require, specify or take similar action with respect to a matter, such
determination, requirement, specification or similar action shall be reasonable.
 1.02 Interpretation with the Joint Facilities Agreements.
 (a)
    
    acknowledge that the terms of this Agreement are not binding upon NorthWestern;
and(b)
    
    notwithstanding any other provision in this Agreement, nothing in the Joint
Facilities Agreements (as such term is defined below) shall alter or modify a Partys
rights, duties and obligations under this Agreement. This Agreement shall




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##### 



Operation and Maintenance Services Agreement
    
    Page3Big Stone II Power plant
    
    June 30, 2005
  1.03 Interpretation with Participation Agreement.
 1.04 Defined Terms.
  Additional Agreement:
 (a)
    
    any contract, instrument or agreement; or(b)
    
    any amendment, modification or supplement to, or restatement of, a Project
Document; in either case that (i) is entered into after the Effective Date, and (ii)
may materially affect Operators obligations or liabilities under this Agreement, the
performance of the Services, BSP II or the Joint Facilities.
 Affiliate(s):
 (a)
    
    any Person that directly or indirectly, controls or is controlled by or is
under common control with such Person; or(b)
    
    any Person that beneficially owns or holds fifty percent (50%) or more of any
class of voting securities of such Person or owns or holds fifty percent (50%) or more
of an ownership interest (on a fully diluted basis) in such Person.
  Agreement:
 Applicable Law:
 (a)
    
    any and all Laws enacted, issued or promulgated by a Governmental Authority;(b)
    
    any and all orders, judgments, writs, decrees, injunctions, Governmental
Approvals or other decisions of a Governmental Authority; and(c)
    
    any and all legally binding announcements, directives or published practices or
interpretations, regarding any of the foregoing in (a) or (b) of this definition,
enacted, issued or promulgated by a Governmental Authority;




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##### 



Operation and Maintenance Services Agreement
    
    Page4Big Stone II Power plant
    
    June 30, 2005
  Authorization:
 (a)
    
    BSP II;(b)
    
    a Party, its Affiliates, its partners or their respective Representatives, to
the extent any such Person is engaged in activities related to BSP II; or(c)
    
    the property of a Party, its Affiliates, its partners or their respective
Representatives, to the extent such property is used in connection with BSP II or an
activity related to BSP II.
 Bankruptcy:
 (a)
    
    such Person (i) applies for or consents to the appointment of, or the taking of
possession by, a trustee, receiver, custodian, liquidator or the like of itself or of
all or a substantial part of its property; (ii) admits in writing its inability, or
becomes generally unable, to pay its debts as such debts become due; (iii) makes a
general assignment for the benefit of its creditors or takes any other similar action
for the protection or benefit of its creditors; (iv) commences a voluntary case under
the Federal Bankruptcy Code; (v) files a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, reorganization, winding-up, composition
or adjustment of debts or other relief for debtors; or (vi) takes any action for the
purpose of effecting any of the foregoing; or(b)
    
    a proceeding or case is commenced without the application or consent of such
Person in any court of competent jurisdiction, seeking (i) such Persons liquidation,
reorganization, dissolution, winding-up, composition or readjustment of its debts or
other relief for its debtors; (ii) the appointment of a trustee, receiver, custodian,
liquidator or the like of such Person or of all or a substantial part of its property
under any law relating to bankruptcy, insolvency, reorganization, winding-up,
composition or adjustment of its debts or other relief for its debtors; or (iii) a
warrant of attachment, execution or similar process against all or a substantial part
of the assets of such Person; and such proceeding or case shall continue undismissed,
or any order, judgment or decree approving or ordering any of the foregoing in (b) (i),
(ii) or (iii) of this definition shall be entered and continue unstayed and in effect,
for a period of ninety (90) or more days, or any order for
relief against such Person shall be entered in an involuntary case under the Federal
Bankruptcy Code.




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##### 



Operation and Maintenance Services Agreement
    
    Page5Big Stone II Power plant
    
    June 30, 2005
 Benefits:
 (a)
    
    time for which Operators employees are paid but during which they are not
actually working including, but not limited to, vacations, company holidays, floating
holidays, sick leave, jury duty, funeral leave, parental leave, military leave, paid
time off, weather-related limitations on work, rest periods, standby pay, and any
excused absences;(b)
    
    accrued vacations (for which the employees have not yet been paid); provided,
however, that such amounts shall not be double-counted;(c)
    
    expenses of, and related to, other reasonable and customary Benefits,
including, but not limited to, employee stock ownership plans, employee stock purchase
programs, employee charitable donation matching programs, education expense
reimbursement programs, employee assistance programs, adoption assistance, and employee
interest free financing programs;(d)
    
    pension plan expenses, post-retirement medical expenses and long-term
disability medical expenses, actuarially calculated per the guidelines of FASB 87, FASB
106 and FASB 112, respectively, the cost of the employers match of employees 401(k)
contributions (per Operators company policy), and any other retirement and
post-retirement benefits, costs and expenses;(e)
    
    the employers share of medical, vision, dental, accidental death and
dismemberment insurance, disability and life insurance benefits for Operators
employees and their dependents;(f)
    
    the employers share of Social Security and Medicare tax and government
mandated disability insurance, unemployment insurance, and workers compensation
insurance and benefits; and(g)
    
    without duplication, any benefits provided pursuant to collective bargaining
agreements.
 Blanket Easement Agreement:
 BSP I:
 BSP Workforce:
 BSP II or Plant:
 BSP II Manuals:
 (a)
    
    the administrative policies and procedures manual(s);(b)
    
    the operations and maintenance manual(s);




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##### 



Operation and Maintenance Services Agreement
    
    Page6Big Stone II Power plant
    
    June 30, 2005
 (c)
    
    the safety manual(s);(d)
    
    the environmental compliance manual(s);(e)
    
    the training manual(s);(f)
    
    the emergency response plan; and(g)
    
    any other manuals or plans (except for accounting and operating records, logs
and reports) associated with operation and maintenance of BSP II or performance of the
Services that are, in either case, required by this Agreement, Applicable Law or that
are routinely prepared by Operator;
  Business Day:
 Capacity:
 CMMPA:
 Commencement Date:
 Commercial Operation:
 Construction Contracts:
 Default Budget:
 Demobilization Costs:
 Demobilization Invoice:
 Dispute:




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##### 



Operation and Maintenance Services Agreement
    
    Page7Big Stone II Power plant
    
    June 30, 2005
  Effective Date:
 Emergency:
 Energy:
 Engineering and Operating Committee or E&O Committee:
 Escalation Factor:
 FASB:
 Final Expenses & Fees Invoice:
 Force Majeure Event:
 Fully Loaded Wages:
 Governmental Approvals:




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##### 



Operation and Maintenance Services Agreement
    
    Page8Big Stone II Power plant
    
    June 30, 2005
  Governmental Authority(ies):
 GRE:
 Heartland:
 Indemnified Party:
 Indemnifying Party:
 Joint Facilities:
 Joint Facilities Agreements: Schedule 1.04
 Key Performance Indicators or KPIs: Schedule 5. 02(b)(i)
 Labor Expenses:
 (a)
    
    the Fully Loaded Wages of the BSP Workforce;(b)
    
    the Fully Loaded Wages of Operators employees who are not members of the BSP
Workforce who provide services for the benefit of and directly attributable to BSP II,
plus a (*) thereon; and(c)
    
    all directly attributable, legitimate and verifiable costs of administering the
compensation and Benefit programs and any such other costs and expenses relating to the
employment or employment termination of the BSP Workforce, but
excluding any bonuses paid to the BSP Workforce (unless required by a collective
bargaining agreement).
 Labor Loading:




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##### 



Operation and Maintenance Services Agreement
    
    Page 9Big Stone II Power plant
    
    June 30, 2005
 Laws:
 Lender:
 Lenders Consent:
 Liability Limiting Event:
 Losses
 Manufacturers Recommendations:
 (a)
    
    have been delivered to Operator;(b)
    
    are consistent with the requirements, if any, of the insurance underwriters for
BSP II; and(c)
    
    have not been superseded by written agreement of Owners and Operator.
 MAPP:
 Montana-Dakota:
 Non-Recurring Operating Expenses:
 Notice:
 (a)
    
    the occurrence of an event related to BSP II or the Joint Facilities;(b)
    
    the intent to take or omit to take any action related to BSP II or the Joint
Facilities;(c)
    
    a consent, approval or the request therefor;(d)
    
    other similar type of communication related to BSP II or the Joint Facilities;
or(e)
    
    any other communication required to be given under this Agreement;




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##### 



Operation and Maintenance Services Agreement
    
    Page10Big Stone II Power plant
    
    June 30, 2005
 Notification Matrix:
 On-Site Representative:
 Operating Expenses:
 (a)
    
    Labor Expenses, to the extent they are the result of direct, legitimate and
verifiable services provided for the benefit of BSP II;(b)
    
    costs and expenses incurred in connection with the procurement and delivery of
goods and services from Third-Party Suppliers and the administration of procurement
contracts;(c)
    
    costs and expenses incurred in connection with reactive, preventive and
predictive maintenance and repairs;(d)
    
    costs incurred in connection with capital improvements, additions, replacements
and alterations; however, all such costs shall be separately accounted for and reported
to Owner as capital improvements prepared pursuant to the Federal Energy Regulatory
Commissions Uniform System of Accounts;(e)
    
    costs and expenses incurred in connection with Emergencies, Force Majeure
Events and Changes in Law;(f)
    
    costs and expenses incurred in connection with the use or consumption of water
supply and telephone and other utility-related services;(g)
    
    costs and expenses incurred in connection with ash and waste handling and
disposal;(h)
    
    costs and expenses incurred in connection with training the BSP Workforce;(i)
    
    costs and expenses incurred in connection with obtaining, maintaining and
administering insurance protection, including, but not limited to, policy premiums,
deductibles, self-insured retentions, broker fees and claims administration costs.(j)
    
    costs and expenses incurred in connection with legal, accounting, engineering
and other professional services;(k)
    
    costs and expenses incurred in connection with Site security;(l)
    
    costs and expenses incurred in connection with obtaining, maintaining,
renewing, extending and complying with Laws, Governmental Approvals and other
Authorizations;




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##### 



Operation and Maintenance Services Agreement
    
    Page11Big Stone II Power plant
    
    June 30, 2005
 (m)
    
    costs and expenses incurred pursuant to and within the limitations of the
Pre-Commercial Operation Operating Plan & Budget or the applicable Operating Plan &
Budget, as the case may be;(n)
    
    Permitted Overruns;(o)
    
    fines paid by Operator relating to BSP II or the operations thereof that are
not caused by the Willful Action of the Operator;(p)
    
    the Operator Incentive;(q)
    
    the obligations of the BSP II Owners pursuant to the Joint Facilities
Agreements;(r)
    
    taxes or assessments by Governmental Authorities, including sales and gross
receipts taxes, duties and levies, except for Operators income taxes and any taxes or
assessments that are levied directly against any Owner; or(s)
    
    costs and expenses otherwise authorized by this Agreement or approved by the
Owners.
  Operating Plan & Budget:
 Operator:
 Operator Event of Default:
 Operator Incentive:
 Operator Indemnitee:
 Option to Purchase Contract:
 Otter Tail:
 Overdue Payment Rate:
 Owner Indemnitee:




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##### 



Operation and Maintenance Services Agreement
    
    Page12Big Stone II Power plant
    
    June 30, 2005
 Owner(s):
 Owners Event of Default:
 Participation Agreement:
 Party or Parties:
 Permitted Overrun(s):
 Person:
 Plant Manager:
 Pre-Commercial Operation Operating Plan & Budget:
 Pre-Commercial Operation Period:
 Project:
 Project Documents:
 Proposed Operating Plan & Budget:
 Proposed Pre-Commercial Operation Operating Plan & Budget:
 Prudent Utility Practice:




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##### 



Operation and Maintenance Services Agreement
    
    Page13Big Stone II Power plant
    
    June 30, 2005
  Reasonable Efforts:
 Representative:
 Services:
 Site:
 SMMPA:
 Successor Operator:
 Term:
 Third Party(ies):
 Third-Party Supplier:
 Third-Party Losses:
 Trust Account:
 Trust Account Deposit:
 Wages:




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Operation and Maintenance Services Agreement
    
    Page14Big Stone II Power plant
    
    June 30, 2005
 Willful Action:
 (a)
    
    is knowingly or intentionally done or not done with conscious indifference to
the consequences, or with the expectation that injury or damage to other Owners or any
other Person would, or would be reasonably likely to, result therefrom, which results
in a material breach of any provision of this Agreement; or(b)
    
    is determined by final judgment or decree of a court having jurisdiction, to be
a material default under this Agreement, and occurs or continues beyond the time
specified in such judgment or decree for curing such default, or if no time to cure is
specified therein, occurs or continues beyond a reasonable time to cure such default.
 WMMPA:
 ARTICLE II
 TERM & TERMINATION
 2.01 Term.
 2.02 Suspension or Termination.
 (a)
    
    By Owners.
 (i)
    
    Owners may terminate this Agreement in accordance with Section
9.03 following an Operator Event of Default.(ii)
    
    Owners may terminate this Agreement in the event a Force
Majeure Event that prevents operation of the Plant for a period of twelve (12)
months or more; provided that Owners deliver a Notice of termination to
Operator at least sixty (60) days prior to the effective date of such
termination.(iii)
    
    Owners may terminate this Agreement for (*); provided that
Owners deliver a Notice of termination to Operator at least one hundred eighty
(180) days prior to the effective date of such termination; and provided
further, that Owners may not terminate this Agreement (*).(iv)
    
    If the Plant becomes incapable of operation at any time after it commences
Commercial Operation, and the Plant cannot reasonably be expected to recommence
operations for a period of twelve (12) months or longer, then Owners may
require that Operator suspend performance of all or any portion of the Services
for such period, by delivering a Notice to Operator of such suspension. In
such event, Operator shall be relieved of any obligation to perform the
suspended Services during the period of




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Operation and Maintenance Services Agreement
    
    Page15Big Stone II Power plant
    
    June 30, 2005
  (b)
    
    By Operator.
 (i)
    
    Operator may terminate this Agreement in accordance with
Section 9.03 following an Owners Event of Default.(ii)
    
    Operator may suspend performance of the Services following an
Owners Event of Default. Such suspension shall not relieve Owners of any
liability to Operator resulting from such Owners Event of Default. The
suspension shall end after the default is cured.(iii)
    
    Operator may terminate this Agreement (*).
 2.03 Suspension and Termination Payments.
 (a)
    
    Expenses and Fees.
 (i)
    
    If this Agreement is terminated for any reason before the first
date of Commercial Operation, then, no later than sixty (60) days following
such termination, Owners shall, without duplication of any amounts otherwise
paid in accordance with this Agreement: (A) pay to Operator a sum equal to four
(4) months of Fully Loaded Wages of Operators employees who provide services
exclusively for the benefit of BSP II, and (B) pay to any other Owner a sum
equal to four (4) months of wages and benefits of any of such Owners employees
who have been authorized to work exclusively for the benefit of BSP II.(ii)
    
    Not later than sixty (60) days following termination of this
Agreement for whatever reason, Operator shall submit to Owners the Final
Expenses & Fees Invoice which shall describe, in detail and with supporting
documentation reasonably acceptable to Owners and without duplication of any
amounts in any other invoice prepared in accordance with this Agreement, the
following:
 (1)
    
    any and all Operating Expenses that: (A) were
incurred by Operator in accordance with this Agreement, (B) were paid
or are payable by Operator using other than Owners funds (including
such funds that
have been deposited in the Trust Account) and
(C) were not previously reimbursed by Owners;(2)
    
    any Operator Incentive due to Operator and
accrued prior to termination of this Agreement which has not previously
been paid by Owners;(3)
    
    any and all reasonable costs and expenses
incurred by Operator in connection with the performance of its
termination cooperation obligations as set forth in Section 4.13;




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Operation and Maintenance Services Agreement
    
    Page16Big Stone II Power plant
    
    June 30, 2005
 (4)
    
    any and all amounts due from Operator to Owners
pursuant to this Agreement, which amounts shall be offset against
amounts due Operator; and(5)
    
    any damages determined by Operator to be due to
Operator by reason of an Owners Event of Default or, if such amount
cannot then be determined, such amounts as Operator estimates are
likely to be due to Operator as damages by reason of such Owners Event
of Default.
 (iii)
    
    Not later than thirty (30) days after receiving the Final
Expenses & Fees Invoice, Owners shall pay to Operator in immediately available
funds the total amount due, as such amount is set forth in the Final Expenses &
Fees Invoice; provided, however, that any disputed amounts shall be deposited
into the Trust Account, pending resolution of any such Dispute. Any Dispute
regarding the Final Expenses & Fees Invoice shall be resolved pursuant to
Article XI of this Agreement.
 (b)
    
    Demobilization. Not later than one hundred eighty (180) days after (i)
suspension of the Services by Owners; or (ii) termination of this Agreement for any
reason other than in accordance with Section 9.01 for an Operator Event of Default;
Operator shall submit to Owners the Demobilization Invoice which shall describe the
Demobilization Costs in detail and with supporting documentation reasonably acceptable
to Owners. Not later than thirty (30) days after receiving the Demobilization Invoice,
Owners shall either dispute the Demobilization Invoice or pay to Operator in
immediately available funds the total amount of the Demobilization Costs, as such
amount is set forth in the Demobilization Invoice. Any Dispute regarding the
Demobilization Invoice shall be resolved pursuant to Article XI. Operator agrees to
cooperate with and support Owners after termination of this Agreement per the
requirements of Section 4.13 of this Agreement.
 2.04 Surviving Provisions.
 ARTICLE III
 OWNERS RIGHTS & RESPONSIBILITIES
 3.01 Engineering and Operating Committee.




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Operation
And Maintenance Services Agreement
    
    Page 17Big Stone II Power Plant
    
    June 30, 2005
  3.02 Documents.
 3.03 Utilities.
 3.04 Fuel and Fuel Transportation.
 3.05 Trust Account.
 3.06 Authorizations.
 3.07 Fines & Penalties.
 3.08 Additional Agreements.




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Operation And Maintenance Services Agreement
    
    Page 18Big Stone II Power Plant
    
    June 30, 2005
  3.09 Notifications.
 (a)
    
    any litigation, claim, Dispute, action or proceeding concerning BSP II,
Operator, its Affiliates or the Services, which is either pending or threatened and
material;(b)
    
    any refusal, or material threat of refusal, to grant, renew, or extend, or any
pending litigation, claim, Dispute, action or proceeding that might, in the reasonable
opinion of Owners, affect the granting, renewal or extension of any Authorization;(c)
    
    any incident requiring notification of any Governmental Authority in accordance
with Applicable Law;(d)
    
    any notice from any Governmental Authority of any non-routine inspection of BSP
II; and(e)
    
    any other event or circumstance that could be expected, in the reasonable
opinion of Owners, to have a material adverse effect on BSP II, Operator or the
performance of the Services.
 3.10 Audits.
 (a)
    
    records and reports prepared by Operator in accordance with this Agreement;(b)
    
    withdrawals by the trustee, at the direction of the Operator, from the Trust
Account;(c)
    
    amounts paid by Operator directly, or as an agent of Owners, in accordance with
this Agreement;(d)
    
    payroll and employee compensation records for the BSP Workforce and any
Operator employees that allocate time to BSP II that are not members of the BSP
Workforce;(e)
    
    records, reports and accounts relating to costs and expenses incurred by
Operator or its Affiliates in connection with BSP I and the Joint Facilities; and(f)
    
    all other information regarding costs incurred by or allocated to BSP II;




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Operation And Maintenance Services Agreement
    
    Page 19Big Stone II Power Plant
    
    June 30, 2005
  3.11 On-Site Owner Representative.
 3.12 Operation by Owners.
 3.13 Monthly Financial Statements.




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Operation And Maintenance Services Agreement
    
    Page 20Big Stone II Power Plant
    
    June 30, 2005
 (a)
    
    BSP II balance sheet;(b)
    
    statement of expenses for each month and year-to-date, including a comparison
to budget and explanation of significant variances;(c)
    
    statement of cash flows; and(d)
    
    any other reasonable information requested by the Owners.
 ARTICLE IV
 OPERATOR RIGHTS & RESPONSIBILITIES
 4.01 Scope of Services.
 (a)
    
    Operator shall perform the Services in accordance with this Agreement. The
Services shall include:
 (i)
    
    staffing, training, directing, supervising and otherwise
managing the BSP Workforce personnel as required to operate and maintain and
perform the Services in accordance with this Agreement;(ii)
    
    performing routine preventive and corrective maintenance of the
equipment at BSP II to optimize equipment reliability and availability and
minimize maintenance cost;(iii)
    
    implementing and maintaining a spare parts inventory control system;(iv)
    
    directing and supervising the work of Operators Affiliates
engaged by Operator to perform any portion of the Services;(v)
    
    procuring in its own name, or in the name of Owners as Owners
agent, all fuel, goods and services required to perform the Services in
accordance with this Agreement;(vi)
    
    developing coal receipt and measurement procedures;(vii)
    
    coordinating the activities of Third-Party Suppliers,
including administering procurement agreements;(viii)
    
    performing such other services or doing such other work as described in the
Pre-Commercial Operation Operating Plan & Budget, the applicable Operating Plan
& Budget, or as Owners may otherwise reasonably request;(ix)
    
    providing such periodic reports regarding any aspect of BSP II
as are reasonably requested by the Engineering and Operating Committee
(including, without limitation, personnel records of Operators employees who
are or have provided services at BSP II, so long as such disclosure does not
violate Applicable Law or any collective bargaining agreement governing such
employees employment relationship with Operator (it being understood that such
personnel records may be redacted by Operator




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Operation And Maintenance Services Agreement
    
    Page 21Big Stone II Power Plant
    
    June 30, 2005
 to remove any personally identifiable information such as names, Social Security Numbers and the like));(x)
    
    performing all other work necessary to operate and maintain BSP II; and(xi)
    
    if it occurs during the Term, retiring the Plant.
 (b)
    
    During the Pre-Commercial Operation Period, the Services shall also include:
 (i)
    
    coordinating and providing general direction of work on the
Project;(ii)
    
    administering and enforcing the Owners rights under the
Construction Contracts;(iii)
    
    scheduling and conducting monthly progress meetings and
reports for the Engineering and Operating Committee to address procedures,
progress, problems, contractual issues, change orders and scheduling milestones
related to the Project;(iv)
    
    reviewing and approving monthly progress estimates and requests
by the construction contractors, auditing quality control programs and
monitoring construction safety programs;(v)
    
    obtaining or assisting the construction contractor in obtaining
all necessary construction and building permits;(vi)
    
    upon notification by any construction contractor that it has
achieved a milestone for its work or a designated portion thereof, verifying
that such event has occurred in accordance with the terms of the applicable
Construction Contract, informing the construction contractor of any
incomplete or unsatisfactory items and, when appropriate or required, obtain
the Engineering and Operating Committees consent to approve completion of
such milestone;(vii)
    
    preparing and delivering to Owners, for comments and approval,
the Proposed Pre-Commercial Operation Operating Plan & Budget;(viii)
    
    reviewing the Project Documents and preparing and delivering to Owners, for
comments and approval, a written description of the practices and procedures
required to perform the Services in a manner that is consistent with the
requirements of the Project Documents;(ix)
    
    preparing, reviewing and amending, as needed, and delivering to
Owners, for comments, the BSP II Manuals;(x)
    
    preparing and delivering to Owners the Notification Matrix;(xi)
    
    preparing and delivering to Owners, for comments and approval,
the Proposed Operating Plan & Budget for the first year of the Term;(xii)
    
    staffing the BSP Workforce in accordance with this Agreement
and the Pre-Commercial Operation Operating Plan & Budget;




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Operation And Maintenance Services Agreement
    
    Page 22Big Stone II Power Plant
    
    June 30, 2005
 (xiii)
    
    training the BSP Workforce in accordance with the BSP II Manuals;(xiv)
    
    participating in the commissioning, start-up and testing of
BSP II;(xv)
    
    procuring environmental allowances as per the Agreement of
Representation attached hereto as Schedule 4.01; and(xvi)
    
    conducting testing and maintaining MAPP accreditation of the
Plant.
 (c)
    
    The Operator shall have the authority to enter into agreements and to execute
documents for expenditures authorized under this Agreement, on behalf of the Owners for
transactions involving less than Five Hundred Thousand Dollars ($500,000). Agreements
in excess of such amounts must be approved in advance by the Engineering and Operating
Committee. Agreements for expenditures that are part of an approved budget shall be
deemed to be approved for purposes of this Section 4.01(c).
 4.02 Operational Standards.
 (a)
    
    all Applicable Laws and Authorizations;(b)
    
    this Agreement, including the operational principles (which shall be developed
before Commercial Operation) established by the Engineering and Operating Committee;(c)
    
    the BSP II Manuals;(d)
    
    the Pre-Commercial Operation Operating Plan & Budget or the applicable Annual
Operating Plan & Budget;(e)
    
    Prudent Utility Practice;(f)
    
    the requirements, if any, of the insurer insuring BSP II (including BSP IIs
share of the Joint Facilities) and the Parties in connection with their BSP II-related
activities;(g)
    
    Manufacturers Recommendations;(h)
    
    the requirements of the Project Documents; and(i)
    
    any other reasonable request made by Owners.
 4.03 Personnel.
 (a)
    
    All individuals employed by Operator or its Affiliates to perform the Services
shall be qualified to perform the duties to which they are assigned. Such
qualifications shall include the possession and maintenance of any individual or
personal licenses or permits required by Applicable Law. Operator shall not adversely
discriminate against BSP II, in the assignment of BSP Workforce personnel, and Operator
shall establish a rotation system to ensure that BSP I, BSP II, and the Joint
Facilities receive equitable treatment with respect to the assignment of BSP Workforce
personnel.




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Operation And Maintenance Services Agreement
    
    Page 23Big Stone II Power Plant
    
    June 30, 2005
 (b)
    
    Operator shall have the sole right and responsibility to manage labor relations
and determine working hours, employee benefits, rates of compensation and all other
personnel-related matters.(c)
    
    Operator shall only charge Labor Expenses to the Owners, to the extent they
represent direct, legitimate and verifiable services for the benefit of BSP II, and
Operator shall cause each member of the BSP Workforce and any other applicable
personnel to maintain time reports in sufficient detail to verify the actual time
worked in connection with BSP II and any applicable Joint Facilities.
 4.04 Plant Manager.
 4.05 Training.
 (a)
    
    Initial Training.During the Pre-Commercial Operation Period, Operator shall
conduct an initial training program to prepare the BSP Workforce participants for
performing the Services in accordance with this Agreement. Wherever reasonably
practicable, such initial training program shall be conducted in conjunction with the
manufacturer of the major equipment incorporated as part of BSP II.(b)
    
    Ongoing Training.Following the initial training provided in accordance with
Section 4.05(a), Operator shall offer an ongoing training program for the BSP Workforce
participants which shall be described in greater detail in the BSP II Manuals. This
training program shall include an orientation element and emphasize, among other
things, safety, environmental compliance, operation and maintenance skills and the
fundamental economics of BSP II.
 4.06 Procurement.
 (a)
    
    General.All goods and services required for performance of the Services in
accordance with this Agreement that the BSP Workforce personnel and other Operator
personnel are either unavailable or unqualified to supply directly, shall be procured
by Operator in accordance with this Agreement. All such




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Operation And Maintenance Services Agreement
    
    Page 24Big Stone II Power Plant
    
    June 30, 2005
  (i)
    
    a brief description of all major goods and services to be
procured during the period covered by the Pre-Commercial Operation Operating
Plan & Budget or the applicable Operating Plan & Budget;(ii)
    
    a list of previously qualified and pre-approved Third-Party Suppliers; and(iii)
    
    standard terms and conditions for the procurement of goods and
services from Third-Party Suppliers.
 Operator shall prepare and include, as part of each supply agreement, specifications
and other terms and conditions, including, if deemed appropriate by Operator,
minimum performance and warranty requirements.(b)
    
    Operator Affiliate Supply Agreements.All goods and services supplied by an
Affiliate of Operator shall be supplied in accordance with a written agreement between
Operator and the supplier. All such supply agreements shall be subject to the approval
of Owners.(c)
    
    Competitive Bids.Operator shall prepare a written request for bids for each
procurement of goods or services with a term greater than one (1) year or an estimated
purchase price and contract value in excess of an amount set by the Engineering and
Operating Committee from time to time. Such requests shall include:
 (i)
    
    the minimum specification requirements;(ii)
    
    the terms and conditions of the supply agreement;(iii)
    
    a request for a quotation for providing the requested goods or services; and(iv)
    
    a request for the Third-Party Suppliers qualifications and experience.
 Operator shall evaluate all responses and select the successful bidder. Prior to
the execution thereof, Operator shall obtain Owners approval for each expenditure
with a value in excess of Five Hundred Thousand Dollars ($500,000).For all expenditures requiring Owners prior approval, Operator shall prepare a
summary of the responses to Operators request for bids and a description of the
terms and conditions of the supply agreement to the extent such terms and conditions
are materially different than the standard terms and conditions as set forth in this
Agreement or contained within the applicable Operating Plan & Budget.(d)
    
    Supply Agreement Administration.Operator shall administer all agreements for
the supply of goods and services procured by Operator in accordance with this Section
4.06, including:




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Operation And Maintenance Services Agreement
    
    Page 25Big Stone II Power Plant
    
    June 30, 2005
 (i)
    
    scheduling and coordinating the work, including the delivery of goods;(ii)
    
    inspecting all goods and services for compliance with the
supply agreement specifications and other terms and conditions;(iii)
    
    enforcing material supply agreement terms and conditions,
including warranty provisions; and(iv)
    
    advising Owners of any potential material claims against a
Third-Party Supplier for such Third-Party Suppliers failure to perform in
accordance with such supply agreement, and assisting Owners in investigating,
pursuing, preserving and litigating or arbitrating, if necessary, such claims.
 (e)
    
    Supplier Invoices.Operator shall promptly review and approve invoices from
Third-Party Suppliers. Operator shall endeavor to resolve any Third-Party Supplier
invoice conflicts or errors as quickly as is reasonably practicable.(f)
    
    Supplier Insurance.Prior to any Third-Party Supplier beginning work at BSP
II, Operator shall obtain certificates that verify the existence of insurance
protection required by the applicable supply agreement. Operator shall arrange for
transportation insurance to cover the replacement value of any goods damaged or
lost during the transportation of such goods to the Site to the extent such
insurance protection is not provided by the supplier or shipper of such goods.(g)
    
    Emergencies.Nothing in this Section 4.06 shall be deemed to limit Operators
rights or obligations to respond to Emergencies as set forth herein or to restrict
Operators ability to contract directly, or indirectly as Owners agent, for goods or
services required for responding to an Emergency.
 4.07 Records and Reports.
 (a)
    
    Financial.Operator shall maintain complete and accurate financial records of
all costs, including expenses, associated with performing the Services. Operator shall
prepare and deliver to Owners detailed financial reports in a form and at intervals
requested by Owners. Operator shall keep all such financial records in a safe and
secure place until such time as the Owners may determine that such records may be
disposed of and shall make such records available to Owners for inspection, audit and
copying at reasonable times and as set forth in Section 3.10.(b)
    
    Performance.Operator shall maintain accurate written (or electronic) records
of the performance of BSP II, including records associated with operation and
maintenance, environmental compliance and safety incidents as are required by
Applicable Law. Operator shall prepare and deliver to Owners performance reports in a
form and at reasonable intervals requested by Owners. Operator shall keep all
performance-related records in a safe and secure place until such time as the Owners
may determine that such records may be disposed of and shall make such records
available to Owners for inspection, audit and copying at reasonable times and as set
forth in Section 3.10.




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Operation And Maintenance Services Agreement
    
    Page 26Big Stone II Power Plant
    
    June 30, 2005
 (c)
    
    As-Built Plans & Specifications.Operator shall maintain in a safe and secure
place BSP II as-built plans and specifications and the plans and specifications for
major modifications or additions to the Facilities. The As-Built Plans and
Specifications are the property of Owners and shall remain at the Facility upon
termination of this Agreement.
 4.08 BSP II Manuals.
 4.09 Authorizations.
 4.10 Notifications.
 (a)
    
    any litigation, claim, Dispute, action or proceeding by any Person, concerning
BSP II, the Joint Facilities, a Party or the Services that is either pending or
threatened and material;(b)
    
    any (i) suspension or revocation, (ii) refusal to
grant, renew, or extend, or (iii) pending litigation, claim, Dispute, action or proceeding, in each such case
that might, in the reasonable opinion of Operator, result in the suspension or
revocation, or affect the granting, renewal or extension of any relevant
Authorization;(c)
    
    any bona fide or material threat of (i) a suspension or revocation, (ii) a
refusal to grant, renew, or extend, or (iii) litigation, claim, Dispute, action or
proceeding, that, in each case, is likely, in the reasonable opinion of Operator, to
result in a suspension or revocation, or affect the granting, renewal or extension, of
any Authorization;(d)
    
    any notice from any Governmental Authority of any alleged violation of
Applicable Law or any imposition of any material fine or penalty that is assessed by
any Governmental Authority against BSP II, Operator or a Party, its Affiliates or their
respective Representatives;(e)
    
    any Emergency;(f)
    
    any Force Majeure Event;(g)
    
    any unscheduled BSP II outage and any acceleration, postponement or extension
of a scheduled BSP II outage;




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Operation And Maintenance Services Agreement
    
    Page 27Big Stone II Power Plant
    
    June 30, 2005
 (h)
    
    any incident of death or serious injury or damage at the Site or that is
likely, in the reasonable opinion of Operator, to have a material adverse effect on BSP
II, a Party or the performance of the Services in accordance with this Agreement;(i)
    
    any incident requiring notification of any Governmental Authority in accordance
with Applicable Law;(j)
    
    any notice from any Governmental Authority of any non-routine inspection of BSP
II or records related to BSP II;(k)
    
    any potential shortage of fuel or utilities which Owners are required to make
available in accordance with the terms hereof;(l)
    
    any current or potential non-compliance with the Pre-Commercial Operation
Operating Plan & Budget or applicable Operating Plan & Budget;(m)
    
    any default or potential default under any Project Document or any breach or
potential breach of such documents;(n)
    
    any unauthorized access to the Site or other breach of Site security;(o)
    
    any actual or threatened labor Dispute relating to the BSP Workforce or BSP I,
BSP II, or the Joint Facilities;(p)
    
    any material violation of any Authorization or Applicable Law;(q)
    
    any material damage to any component of BSP II; and(r)
    
    any other event or circumstance occurring at BSP I, BSP II, the Joint
Facilities, or elsewhere that could be expected, in the reasonable opinion of Operator,
to have a material adverse effect on BSP II, a Party or the performance of the
Services.
 4.11 Emergency Actions.
 (a)
    
    shall take prompt action, in accordance with Applicable Law and Prudent Utility
Practice, to attempt to stabilize the situation and avoid or mitigate damage, injury or
loss to Persons or equipment;(b)
    
    notwithstanding any other provision of this Agreement to the contrary, may
incur any reasonable expenditure or take any other action as Operator reasonably deems
necessary or appropriate as required to achieve the objectives set forth in clause (a)
of this Section 4.11, and such expenditures shall be deemed to be Operating Expenses;
provided that Operator shall, to the extent practicable in light of the circumstances
constituting the Emergency, minimize such expenditures and obtain Owners prior
approval of such expenditures; and(c)
    
    shall include within the notification of Owners required by Section 4.10 a
description of the Emergency, any response proposed or taken by Operator, any
expenditures incurred by Operator, or expected to be incurred by Operator, in
connection with such Emergency and any consequences resulting from or expected to
result from such Emergency and Operators response thereto.




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Operation And Maintenance Services Agreement
    
    Page 28Big Stone II Power Plant
    
    June 30, 2005
 4.12 Cooperation in Financing.
 (a)
    
    Upon the request of an Owner, Operator shall execute and deliver to a Lender
the Lenders Consent. The Lenders Consent shall provide that Operator:
 (i)
    
    consents to the grant to the Lender of a security interest in,
to and over the applicable Owners rights under this Agreement;(ii)
    
    agrees that prior to any suspension of the Services or
termination of this Agreement by Operator, Operator shall notify each Lender of
such suspension or termination and give the Lenders a right to cure the cause
for such suspension or termination or to take such other actions as may be
required by the Lenders to mitigate the consequences from or avoid such
suspension or termination; and(iii)
    
    consents to the exercise by a Lender of Owners rights under
this Agreement, or the replacement of the applicable Owner there under by the
Lender, and to the right of the Lender to assume all the rights and
obligations of Owners under this Agreement.
 (b)
    
    Upon the request of an Owner, Operator shall, at the requesting Owners expense:
 (i)
    
    execute such documents or instruments as are customarily
required to give effect to the Lenders Consent;(ii)
    
    cause counsel acceptable to the Lender to deliver to the Lender
a legal opinion concerning this Agreement and the Lenders consent, which
opinion shall be in a form satisfactory to the Lender; and(iii)
    
    prepare and provide to the Lender such information in
connection with this Agreement or the performance of the Services as may be
required by the Lender.
  4.13 Cooperation Following Termination.
 (a)
    
    promptly deliver to Owners or the Successor Operator (if so directed by
Owners), all work, property and recorded information, which are in Operators
possession or under its control, including records and reports and the BSP II Manuals
prepared in accordance with Sections 4.07 and 4.08, respectively; and




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Operation And Maintenance Services Agreement
    
    Page 29Big Stone II Power Plant
    
    June 30, 2005
 (b)
    
    transfer, or cause the transfer, to Owners or the Successor Operator (if so
directed by Owners), all rights and obligations of Operator, its Affiliates and their
respective Representatives under all contracts entered into and Authorizations held by
such Person in connection with the performance of the Services; provided that Owners
shall assume, or shall cause the Successor Operator to assume, all such rights and
obligations and provided the Owners obtain the release of Operator from all such
obligations pertaining to the BSP Workforce.
  4.14 Liens or Encumbrances.
 4.15 Authority Limitations.
 (a)
    
    sell, lease, pledge, mortgage, convey, or make any license, exchange or other
transfer or disposition of any property or assets of Owners, its Affiliates or
Representatives, including any property or assets purchased by Operator in accordance
with this Agreement;(b)
    
    make, enter into, execute, amend, modify or supplement any contract or
agreement (including any labor or collective bargaining agreement) on behalf of or in
the name of Owners;(c)
    
    incur, consent to or agree to any cost or expense directly or as agent of
Owners that is to the account of Owners, its Affiliates, or otherwise recoverable from
such Person, except for Operating Expenses and cost and expenses otherwise authorized
or permitted under this Agreement;(d)
    
    settle, compromise, assign, pledge, transfer, release or consent to the
compromise, assignment, pledge, transfer or release of, any claim, suit, debt, demand
or judgment against or due by, Owners or Operator, the cost of which is to the account
of Owners, its Affiliates, or otherwise recoverable from such Persons; or submit any
such claim, Dispute or controversy to arbitration or judicial process, or stipulate in
respect thereof to a judgment, or consent to do the same;(e)
    
    engage in any other transaction on behalf of or as an agent for Owners except
as specifically provided for in this Agreement or as specifically directed by Owners in
writing; or




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Operation And Maintenance Services Agreement
    
    Page 30Big Stone II Power Plant
    
    June 30, 2005
 (f)
    
    issue or make any public announcements or statements regarding BSP II, Owners,
their Affiliates, the Services or this Agreement, unless, prior thereto, Owners have
been furnished with a copy thereof and have approved the same.
 ARTICLE V
 BUDGET AND OPERATING PLAN PROCEDURES
 5.01 Pre-Commercial Operation.
 (a)
    
    Proposed Pre-Commercial Operation Operating Plan & Budget.As soon as
reasonably practical but in no event later than twelve (12) months prior to the date
of Commercial Operation, Operator shall prepare and deliver to Owners the Proposed
Pre-Commercial Operation Operating Plan & Budget. The Proposed Pre-Commercial
Operation Operating Plan & Budget shall include:
 (i)
    
    a staffing plan;(ii)
    
    a description of the Services to be performed during the
Pre-Commercial Operation Period, a schedule for completion of such Services and
an estimate, including a reasonable contingency, of the Operating Expenses to
be incurred in connection with performing such Services;(iii)
    
    a description of the Services to be performed by an Affiliate
of Operator or Third-Party Supplier on a cost recoverable basis together with
an estimate of the cost of such Services;(iv)
    
    any other information which Owners may reasonably request be
included in the Proposed Pre-Commercial Operation Operating Plan & Budget; and(v)
    
    in preparing the Proposed Pre-Commercial Operation Operating
Plan & Budget, Operator shall separately account for capital expenditures and
operating expenditures.
 (b)
    
    Approval.Not later than forty-five (45) days after receiving the Proposed
Pre-Commercial Operation Operating Plan & Budget, Owners shall either approve the
Proposed Pre-Commercial Operation Operating Plan & Budget or provide Operator with its
reasons for withholding approval and the changes to the Proposed Pre-Commercial
Operation Operating Plan & Budget required to obtain Owners approval. Any Disputes
regarding the Pre-Commercial Operation Operating Plan & Budget not resolved by the
Parties within twenty (20) days following Operators receipt of Owners comments shall
be resolved in accordance with Article XI. The Proposed Pre-Commercial Operation
Operating Plan & Budget may be approved in whole or in part in order to not
unreasonably delay the performance of the Pre-Commercial Operation Period Services.
The portions of the Proposed Pre- Commercial Operation Operating Plan & Budget approved
by the Parties shall constitute the Pre-Commercial Operation Operating Plan & Budget.




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Operation And Maintenance Services Agreement
    
    Page 31Big Stone II Power Plant
    
    June 30, 2005
 5.02 Operations Period.
 (a)
    
    Proposed Operating Plan & Budget.Not later than forty-five (45) days prior to
the date of Commercial Operation and thereafter not later than July 1st of
each year during the Term, Operator shall prepare and deliver to Owners the Proposed
Operating Plan & Budget for performing the Services during the period beginning with
the date of Commercial Operation and for the remainder of the year in which such date
occurs, in the first instance, and during the following year in each subsequent case.
The Owners shall provide Operator with the operating schedule estimate for BSP II at
least thirty (30) days prior to budget submittal. The operating plan component of the
Proposed Operating Plan & Budget shall include:
 (i)
    
    any staffing plan revisions;(ii)
    
    the Notification Matrix;(iii)
    
    a description of and plan for Non-Recurring Operating Expenses
(including (A) Plant betterments and other additions, replacements and
alterations, (B) major maintenance repairs and replacements) for the next year
and each of the subsequent four (4) years, and (C) spare parts in the aggregate
in excess of Two Hundred Fifty Thousand Dollars ($250,000);(iv)
    
    a description of the Services, and proposed budget, to be
performed by an Affiliate of Operator on a cost recoverable basis during the
period to which the Proposed Operating Plan & Budget applies;(v)
    
    a list of the Third-Party Suppliers to be engaged to provide
major goods or services valued at over One Hundred Thousand Dollars ($100,000)
during the period to which the Proposed Operating Plan & Budget applies;(vi)
    
    all cost allocations between BSP I and BSP II;(vii)
    
    any other information which Owners may reasonably request be
included in the Proposed Operating Plan & Budget; and(viii)
    
    in preparing the Proposed Operating Plan & Budget, Operator shall separately
account for capital expenditures and operating expenditures.
  (b)
    
    Operating Plan & Budget Approval.
 (i)
    
    Not later than thirty (30) days after receiving the Proposed
Operating Plan & Budget, Owners shall either approve the Proposed Operating
Plan & Budget or provide Operator in writing with its reasons for withholding




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Operation And Maintenance Services Agreement
    
    Page 32Big Stone II Power Plant
    
    June 30, 2005
 approval and the changes required to obtain Owners approval. The Owners, as
part of the process of approving the Proposed Operating Plan & Budget, shall
set reasonable annual performance standards for the Operator within one or more
Key Performance Indicators listed on Schedule 5.02(b)(i). Any Disputes
regarding the Proposed Operating Plan & Budget not resolved by the Parties
within thirty (30) days following Operators receipt of Owners comments shall
be resolved in accordance with Article XI. The portions of the Proposed
Operating Plan & Budget approved by the Parties shall constitute the Operating
Plan & Budget respectively for the applicable year.(ii)
    
    The Parties agree to amend, from time to time, the Operating
Plan & Budget as appropriate to reasonably account for, in a timely manner,
unanticipated circumstances, including, but not limited to, changes in
Applicable Law, Emergencies, and Force Majeure Events.
 (c)
    
    Default Budget.Beginning with the year following the year in which the date
of Commercial Operation occurs, if the Parties have not agreed upon a cost budget to be
included in as part of the Operating Plan & Budget by January 1 of the year to which
such Operating Plan & Budget applies, then the Default Budget shall be deemed to be the
approved budget until such time as the Parties agree on a cost budget for such year or
the budget-related Disputes between the Parties have been resolved in accordance with
Article XI. The Default Budget shall be prepared by Operator and delivered to Owners
not later than seven (7) days prior to the first day of the period to which the Default
Budget applies. The Default Budget, which shall be prorated for the year in which this
Agreement is terminated, shall be equal to the actual Operating Expenses incurred
during the preceding year (annualized in the event such preceding year is less than a
full year) increased by the same percent as the percent increase, if any, in the
Escalation Factor during the twelve (12) month period ending with the most recent
September 30, and adjusted to (i) delete any Non-Recurring Operating Expense incurred
during the preceding year, if such non-recurring expense, in the reasonable opinion of
Operator, is not expected to be incurred during the applicable year, (ii) add any
Non-Recurring Operating Expense scheduled to be incurred during the applicable year as
such amount is set forth in the most recent Operating Plan & Budget and (iii) delete
(without duplication of the adjustments made in accordance with (i) and (ii) of this
Section 5.02(c)) the impact of any Emergency, Force Majeure Event, time that BSP II was
not operating, or suspension of Services that occurred during the preceding year. The
Operator Incentive component of the Default Budget shall be the same as the Operator
Incentive component of the Operating Plan & Budget for the immediately preceding year.
 ARTICLE VI




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Operation And Maintenance Services Agreement
    
    Page 33Big Stone II Power Plant
    
    June 30, 2005
 CONSIDERATION
 6.01 Compensation
 ARTICLE VII
 INSURANCE
 7.01 Provided by Owners.
 (a)
    
    During the Term, Owners shall jointly procure or cause to be procured and
maintain in full force and effect insurance protection with coverage no less than the
amounts set forth below.
 (i)
    
    Builders Risk (including testing)  during all periods of
construction on the entire Project on a completed value basis and covering the
full insurable replacement cost thereof;(ii)
    
    Property Damage, including Boiler and Machinery  covering the
full insurable replacement cost, but in no case will the limit be less than the
maximum foreseeable loss for each occurrence and in the annual aggregate (as
determined by an independent consultant);(iii)
    
    Commercial General Liability  One Million Dollars
($1,000,000) each occurrence and in the annual aggregate;(iv)
    
    Umbrella and Excess Liability  Fifty Million Dollars
($50,000,000) each occurrence and in the annual aggregate through a combination
thereof; and(v)
    
    Earthquake and flood insurance  as may be determined by the
E&O Committee.
 (b)
    
    The insurance protection provided by Owners in accordance with this Section
7.01 shall also:
 (i)
    
    name, as additional insured, Operator, its Affiliates and their
respective Representatives as each such Persons interest may appear, and
contain a waiver of subrogation in favor of each such Person;(ii)
    
    be primary with respect to any other insurance;(iii)
    
    provide for Operator to be notified in writing at least sixty
(60) days prior to any modification, termination or cancellation of insurance
coverage; and(iv)
    
    be subject to a deductible no greater than Two Million Five
Hundred Thousand Dollars ($2,500,000), if any.




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Operation And Maintenance Services Agreement
    
    Page 34Big Stone II Power Plant
    
    June 30, 2005
  7.02 Provided by Operator.
 (a)
    
    Commercial General Liability, Umbrella and Excess Liability  Ten Million
Dollars ($10,000,000) each occurrence and in the annual aggregate, and with deductibles
no greater than Two Million Five Hundred Thousand Dollars ($2,500,000);(b)
    
    Automobile Liability  One Million Dollars ($1,000,000) combined single limit
(for owned, if any, hired and non-owned automotive equipment), and with deductibles no
greater than Ten Thousand Dollars ($10,000);(c)
    
    Workers Compensation (or the local equivalent)  in such amounts and form as
required by Applicable Law; and(d)
    
    Fiduciary liability  Three Million Dollars ($3,000,000) aggregate liability
limit.
  7.03 Premiums & Deductibles.
 (a)
    
    insurance policy premiums (including the incremental premiums paid by Operator
with respect to its general corporate insurance policies that are specifically
attributable to its performance of the Services), self-insured retentions, claims not
covered by insurance and insurance policy claim deductible amounts, except as provided
for in (b) of this Section 7.03, shall be paid directly by Owners or deemed to be an
Operating Expense and paid by Operator with funds withdrawn from the Trust Account; and




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Operation And Maintenance Services Agreement
    
    Page 35Big Stone II Power Plant
    
    June 30, 2005
 (b)
    
    subject to the limitations on the total liability of Operator under this
Agreement, Operator shall pay any insurance policy claim deductible amounts to the
extent such claim is the result of Operators Willful Action and such amount shall not be
reimbursed by Owners.
 7.04 Replacement Insurance By Operator.
 7.05 Replacement Insurance By Owner.
 ARTICLE VIII
 INDEMNIFICATIONS
 8.01 Owners Indemnification
 8.02 Operator Indemnification.
 8.03 Comparative Liability.




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Operation And Maintenance Services Agreement
    
    Page 36Big Stone II Power Plant
    
    June 30, 2005
  8.04 Notice and Participation.
 (a)
    
    If any Indemnified Party intends to seek indemnification under this Article
from an Indemnifying Party with respect to any action or claim by a Third Party, the
Indemnified Party shall give the Indemnifying Party Notice of such claim or action upon
the receipt of actual knowledge or information by the Indemnified Party of a possible
claim that the Indemnifying Party reasonably concludes is likely to be made or of the
commencement of a claim or action, which Notice shall in no event be delivered later
than the first to occur of (i) thirty (30) days prior to the last day for responding to
such claim or action or (ii) the expiration of the first half of the period allowed for
responding to such claim or action. The Indemnifying Party shall have no liability
under this Article for any Third-Party Loss for which such Notice is not provided to
the extent that the failure to give such Notice materially prejudices the Indemnifying
Party.(b)
    
    The Indemnifying Party shall have the right to assume the defense of any Third
Party claim or action, at its sole cost and expense, with counsel designated by the
Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that
if the defendants in any such action include both the Indemnified Party and the
Indemnifying Party, and the Indemnified Party shall have reasonably concluded that
there may be legal defenses available to it which are different from or additional to
those available to the Indemnifying Party, the Indemnified Party shall have the right
to select separate counsel, at the Indemnifying Partys expense, to assert such legal
defenses and to otherwise participate in the defense of such action on behalf of such
Indemnified Party.(c)
    
    Except to the extent expressly provided herein, no Indemnified Party shall
settle any claim or action with respect to which it has sought or intends to seek
indemnification pursuant to this Agreement without the prior written consent of the
Indemnifying Party.(d)
    
    Should any Indemnified Party be entitled to indemnification under this Article
VIII as a result of a claim or action by a Third Party, and should the Indemnifying
Party fail to assume the defense of such claim or action, the Indemnified Party may, at
the expense of the Indemnifying Party, contest (or, with or without the prior consent
of the Indemnifying Party, settle) such claim or action.(e)
    
    Except to the extent expressly provided herein, no Indemnifying Party shall
settle any claim or action with respect to which it may be liable to provide
indemnification pursuant to this Agreement without the prior written consent of
the Indemnified Party; provided that if the Indemnifying Party has reached a bona




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Operation And Maintenance Services Agreement
    
    Page 37Big Stone II Power Plant
    
    June 30, 2005
 fide settlement agreement with the plaintiff(s) in any such action and the
Indemnified Party does not consent to such settlement agreement, then the amount
specified in the settlement agreement, plus the Indemnified Partys attorneys fees
costs, shall act as an absolute maximum limit on the indemnification obligation of
the Indemnifying Party with respect to the claim, or portion thereof, that is the
subject of such settlement agreement.
 8.05 Net Amount.
 ARTICLE IX
 DEFAULTS & REMEDIES
 9.01 Operator Events of Default.
 (a)
    
    Operator fails to pay, within five (5) days following the date on which such
payment is due, any amount that is due to Owners under this Agreement and has not been
disputed in good faith by Operator;(b)
    
    Willful Action by Operator in connection with the performance of the Services
(other than in connection with a default described in Sections 9.01(a) and 9.01(c));(c)
    
    Operator commits a material breach of its obligations under this Agreement
(other than a default described in Section 9.01(a) or (b)) unless not later than five
(5) days after the delivery of a Notice from Owners of such breach, Operator commences,
and thereafter diligently pursues a cure of such breach and the effects of such breach
are cured within thirty (30) days of delivery of such Notice; provided that if (i) such
breach is not, by its nature, capable of being cured within such thirty (30) day
period, (ii) Operator is diligently and in good faith proceeding to attempt to cure
such breach, and (iii) an extension of time to cure such breach would not materially
increase the loss or injury suffered by the Owners or BSP II on account of such breach,
then Operator shall be allowed such additional time as reasonably may be required to
cure such breach which shall in no event exceed one hundred eighty (180) days;(d)
    
    Operator Bankruptcy which is not stayed, dismissed or terminated within sixty
(60) days after commencement, or Operator ceases to carry on its business; and(e)
    
    an uncured event of default occurs under any Project Documents (other than this
Agreement) for which a party thereto (other than an Owner or Operator) may terminate
such Project Documents and such event of default is wholly or
substantially attributable to any breach of this Agreement by Operator or otherwise
to the Willful Action of Operator.




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Operation And Maintenance Services Agreement
    
    Page 38Big Stone II Power Plant
    
    June 30, 2005
 9.02 Owners Events of Default.
 (a)
    
    Owners fail to pay, pursuant to the requirements of the Participation
Agreement, any Progress Payment, as such term is defined in the Participation
Agreement, into the Trust Account, or any amount that is due to Operator for (i)
Operator Incentives or (ii) Operating Expenses incurred by Operator;(b)
    
    Owners commit a material breach of their obligations under this Agreement
(other than in connection with a default described in Section 9.02(a)) unless not later
than five (5) days after the delivery of a Notice from Operator of such breach, Owners
commence and thereafter diligently pursues the cure of such breach; and(c)
    
    Any Owner Bankruptcy which is not stayed, dismissed or terminated within sixty
(60) days after commencement, or Owners cease to carry on the business of BSP II.
 9.03 Procedure and Remedies.
 (a)
    
    Upon the occurrence and during the continuance of an Operator Event of Default,
Owners shall have the right, in their sole and absolute discretion, to do either or
both of (i) terminate this Agreement subject to delivery of a Notice to Operator of
such termination, and (ii) except as otherwise provided in this Agreement, pursue any
and all other remedies available at law, in equity or pursuant to this Agreement.(b)
    
    Upon the occurrence and during the continuance of an Owners Event of Default,
Operator shall have the right, in its sole and absolute discretion, to do either or
both of (i) terminate this Agreement subject to delivery of a Notice to Owners and the
Lenders of such termination not later than thirty (30) days prior to the effective date
of such termination, and (ii) except as other provided in this Agreement, pursue any
and all other remedies available at law, in equity or pursuant to this Agreement.(c)
    
    Notwithstanding any other provision of this Agreement to the contrary, (i)
Owners shall not terminate this Agreement following the occurrence of an Operator Event
of Default if, prior to Operator receiving the Notice of such termination, and
notwithstanding the expiration or unavailability of any cure period provided under this
Agreement, Operator shall have cured the Operator Event of Default and (ii) Operator
shall not terminate this Agreement following the occurrence of an Owners Event of
Default if, prior to Owners receiving the Notice of such termination, and
notwithstanding the expiration or unavailability of any cure period provided under this
Agreement, Owners shall have cured the Owners Event of Default.
 9.04 Operator Liability Limiting Events.




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Operation And Maintenance Services Agreement
    
    Page 39Big Stone II Power Plant
    
    June 30, 2005
 (a)
    
    any act or omission that is committed or omitted, as the case may be, solely at
the direction of Owners, provided that Operator timely objected to such act or omission
and advised Owners of the probable consequences thereof;(b)
    
    equipment or system failure or design deficiency, unless such failure or
deficiency was caused by the Willful Action of Operator;(c)
    
    a Force Majeure Event;(d)
    
    Operators suspension of the performance of all or any portion of the Services
in accordance with this Agreement; or(e)
    
    a material breach of this Agreement by Owners;
  9.05 Remedies Cumulative.
 ARTICLE X
 LIABILITY LIMITATIONS
 10.01 No Consequential Damages.
 10.02 No Warranties or Guarantees.




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Operation And Maintenance Services Agreement
    
    Page 40Big Stone II Power Plant
    
    June 30, 2005
 10.03 Assertion of Claims.
 ARTICLE XI
 DISPUTE RESOLUTION
 11.01 Resolution By Coordination Committee.
 11.02 Continued Performance.
 ARTICLE XII
 REPRESENTATIONS & WARRANTIES
 12.01 Of Each Party.
 (a)
    
    it is, as applicable, an agency, cooperative corporation, consumers power
district, municipal corporation, political subdivision, or corporation duly organized,
validly existing and in good standing under the laws of the state of its formation and
authorized to conduct business in South Dakota;(b)
    
    it has the power and authority to enter into and perform this Agreement and is
not prohibited from entering into this Agreement or discharging and performing all
covenants and obligations on its part to be performed under and pursuant to this
Agreement;(c)
    
    it has taken all action required by Applicable Law in order to approve, execute
and deliver this Agreement;(d)
    
    the execution and delivery of this Agreement, the consummation of the
transactions contemplated herein and the fulfillment of and compliance by such Owner
with the provisions of this Agreement will not conflict with or constitute a breach of
or a default under or require any consent, license or approval that has not been
obtained pursuant to any of the terms, conditions or provisions of any law, rule or
regulation, any order, judgment, writ, injunction, decree, determination, award or
other instrument or legal requirement of any court or




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Operation And Maintenance Services Agreement
    
    Page 41Big Stone II Power Plant
    
    June 30, 2005
 other agency of government, the
documents of its formation or any contractual limitation, restriction or outstanding
trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of
indebtedness or any other agreement or instrument to which it is a party or by which it
or any of its property is bound and will not result in a breach of or a default under
any of the foregoing;(e)
    
    it has taken all such action as may be necessary or advisable and proper to
authorize this Agreement, the execution and delivery hereof, and the consummation of
transactions contemplated hereby;(f)
    
    there are no bankruptcy, insolvency, reorganization or receiverships pending or
being contemplated by it, or to its knowledge threatened against it;(g)
    
    to its knowledge, there are no actions, proceedings, judgments, rulings or
orders issued by, or pending before any court or other governmental body that would
materially adversely affect its ability to perform its obligations under this
Agreement; and(h)
    
    this Agreement is a legal, valid and binding obligation of such Owner
enforceable in accordance with its terms, except as limited by Laws of general
applicability limiting the enforcement of creditors rights or by the exercise of
judicial discretion in accordance with general principles of equity.
 ARTICLE XIII
 MISCELLANEOUS
 13.01 Access.
 (a)
    
    Owners shall grant to Operator full and complete access to BSP II.(b)
    
    Operator shall grant to Owners, Lenders, Governmental Authorities, visitors
accompanied by Owners, visitors authorized by Operator and other unaccompanied visitors
upon Notice from Owners, access to BSP II; provided that:
 (i)
    
    access by visitors other than Owners shall be (A) subject to
reasonable advance written Notice delivered to Operator; (B) terminated or
prohibited during Emergencies and (C) limited to normal business hours, except
for access by Owners, their authorized Representatives or Governmental
Authorities for response to Emergencies or for unannounced inspections or
audits, which may, in either case, occur at any time, without advance Notice
and, in the case of Governmental Authorities, in accordance with Applicable
Law;(ii)
    
    Owners and such other visitors granted access to BSP II shall
comply in all material respects with Operators safety and security procedures
and other reasonable requirements, and otherwise conduct themselves in a manner
that does not materially interfere with the performance of the Services in
accordance with this Agreement; and




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Operation And Maintenance Services Agreement
    
    Page 42Big Stone II Power Plant
    
    June 30, 2005
 (iii)
    
    all visitors granted access to BSP II shall at all times be
accompanied by an authorized Representative of Owners or Operator.
 13.02 Cooperation of the Parties.
 13.03 Force Majeure Event.
 13.04 Publicity Policy.
 (a)
    
    disclose information regarding BSP II as may be required by any Applicable Law;(b)
    
    provide information regarding BSP II to its Affiliates, employees, agents,
consultants, advisors, contractors, accountants and counsel;(c)
    
    publicize to any Third Party (including, but not limited to, through press
releases and other media) information about the general activities of BSP II and any
otherwise publicly available information; provide, however, Parties shall seek to avoid
publicizing to Third Parties:
 (i)
    
    financial information about BSP II, including the economics of
the Project, except as requested to obtain financing or to update rating
agencies or an Owners lender;(ii)
    
    information regarding other Parties;




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Operation And Maintenance Services Agreement
    
    Page 43Big Stone II Power Plant
    
    June 30, 2005
 (iii)
    
    information a Party specifically identifies as commercially
sensitive (such as information about ongoing Project negotiations); and(iv)
    
    information respecting the positions of BSP II on federal or
state policy matters (unless consistent with the policy goals or a policy
initiative of BSP II as generally understood by the Parties).
  13.05 Notices. Exhibit A
 13.06 Transfers and Assignments.
 (a)
    
    Except as otherwise provided for in this Section 13.06, this Agreement may not
be transferred or assigned by any Party without (i) the written consent of the other
Parties and (ii) the written agreement of the transferee or assignee whereby such
transferee or assignee expressly assumes and agrees to perform each and every
obligation of the transferor or assignor under this Agreement. Any transfer or
assignment in violation of this Section 13.06 shall be null and void.(b)
    
    Subject to the delivery of a Notice to Operator at least thirty (30) days prior
to the effective date of such assignment, Owners may, without Operators consent,
assign this Agreement to a Lender or Lenders as security under a financing of BSP II.
So long as any such assignment, or any consolidation, modification or extension of any
such assignment, shall remain outstanding, the following provisions shall apply:
 (i)
    
    Operator shall, upon delivery to Owners of any Notice of an
Owners Event of Default, also deliver a copy of such Notice to each assignee.
No Notice of an Owners Event of Default shall be deemed to have been delivered
unless and until a copy thereof shall have also been delivered to each
assignee. From and after the date that such Notice has been delivered to an
assignee, such assignee shall have the same period for cure or commencing cure
of any alleged breach or default as is given to Owners in




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Operation And Maintenance Services Agreement
    
    Page 44Big Stone II Power Plant
    
    June 30, 2005
 accordance with this
Agreement. Operator shall accept such performance by or on behalf of such
assignee as if the same had been done by Owners.(ii)
    
    The making of such assignment shall not be deemed to constitute
an assignment or transfer of this Agreement, nor shall any such assignee be
deemed to be an assignee or transferee of this Agreement so as to require such
assignee to assume the performance of any of Owners obligations under this
Agreement, but the purchaser at any sale of this Agreement in any proceedings
for the foreclosure of any assignment, or the assignee or transferee of this
Agreement under any instrument of assignment or transfer in lieu of the
foreclosure of any assignment, shall be deemed to be an assignee or transferee
and as such shall be deemed to have agreed to perform all of Owners
obligations under this Agreement from and after the date of such purchase and
assignment.(iii)
    
    Notwithstanding any other provision of this Agreement, any
sale of this Agreement in any proceeding for the foreclosure of any assignment,
or the assignment or transfer of this Agreement in lieu of the foreclosure of
any assignment shall be deemed to be a permitted sale, transfer or assignment
of this Agreement, and this Agreement shall continue in full force and effect
following any such sale, transfer or assignment; provided that such transferee
demonstrates to Operators reasonable satisfaction that it has the capability
to fulfill Owners obligations under this Agreement.
 (c)
    
    The Parties further agree that the Party whose consent to a transfer or
assignment has been requested shall:
 (i)
    
    respond in writing not later than thirty (30) days after
receiving the other Partys request;(ii)
    
    provide to the other Party, at its own cost and expense, any
documentation, including estoppel statements, reasonably requested by such
other Party;(iii)
    
    forego (1) any reimbursement for any cost or expense,
including attorneys fees, that such Party, its Affiliates or its partners
incurs directly or indirectly in connection with responding to, granting or
denying the other Partys request and (2) any financial consideration of any
kind whatsoever for itself, its Affiliates or its partners as a fee or other
compensation for responding to, granting or denying the other Partys request;
and(iv)
    
    not unreasonably withhold its consent.
 13.07 Late Payments.




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Operation And Maintenance Services Agreement
    
    Page 45Big Stone II Power Plant
    
    June 30, 2005
 13.08 Third-Party Beneficiaries.
 13.09 Title Passage.
 (a)
    
    Title to all materials, equipment, supplies, consumables, spare parts and other
items purchased or obtained by Operator and paid for ultimately by Owners in accordance
with this Agreement shall pass immediately and automatically to and vest in Owners upon
the passage of title from the vendor or supplier thereof; provided that such transfer
of title shall in no way affect Operators obligations as set forth in the other
provisions of this Agreement.(b)
    
    All documents prepared or developed by Operator, its Affiliates or their
respective Representatives in connection with BSP II or the performance of the
Services, including all manuals, data, designs, drawings, plans, specifications,
records, reports and accounts, shall immediately and automatically become the property
of Owners when prepared or developed. All such documents, together with any materials
and documents furnished by Owners to Operator, its Affiliates or to their respective
Representatives in connection with BSP II or the performance of the Services, shall be
delivered to Owners upon the termination of this Agreement.
 13.10 Relationship of Parties.
 13.11 Entire Agreement.
 13.12 Amendments.
 13.13 Governing Law.
 13.14 Consent to Jurisdiction.
 (a)
    
    accepts the non-exclusive jurisdiction of the aforesaid courts;




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Operation And Maintenance Services Agreement
    
    Page 46Big Stone II Power Plant
    
    June 30, 2005
 (b)
    
    irrevocably agrees to be bound by any final judgment (after any and all
appeals) of any such court with respect to such documents;(c)
    
    irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceedings
with respect to such documents brought in any such court, and further irrevocably
waives, to the fullest extent permitted by law, any claim that any such suit, action or
proceedings brought in any such court has been brought in any inconvenient forum;(d)
    
    agrees that service of process in any such action may be effected by mailing a
copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such Party at its address set forth below, or at such other
address of which the other Parties hereto shall have been notified; and(e)
    
    agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or limit the right to bring any suit, action or
proceeding in any other jurisdiction.
 13.15 Waiver Of Trial By Jury.
 13.16 Severability.
 13.17 Waiver.
 13.18 Counterparts.
 13.19 Captions.
 [The next page is the signature page.]




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Operation And Maintenance Services Agreement
    
    Page 47Big Stone II Power Plant
    
    June 30, 2005
 IN WITNESS WHEREOF
 OWNERS:
 CENTRAL MINNESOTA MUNICIPAL POWER AGENCY
    
    
    
    GREAT RIVER ENERGYBy
    
    /s/ Paul I. Leland
    
    
    
    By
    
    /s/ David SaggauPaul Leland
    
    
    
    David SaggauIts President
    
    
    
    Its President and Chief Executive OfficerHEARTLAND CONSUMERS POWER DISTRICT
    
    
    
    MONTANA-DAKOTA UTILITIES CO., a Division of MDU Resources Group, Inc.By
    
    /s/ Michael McDowell
    
    
    
    By
    
    /s/ Bruce T. ImsdahlMichael McDowell
    
    
    
    Bruce T. ImsdahlIts General Manager
    
    
    
    Its President and Chief Executive OfficerOTTER TAIL CORPORATION dba Otter
    
    
    
    SOUTHERN MINNESOTA MUNICIPAL POWERTail Power Company
    
    
    
    AGENCYBy
    
    /s/ Charles S. MacFarlane
    
    
    
    By
    
    /s/ Raymond A. HaywardCharles S. MacFarlane
    
    
    
    Raymond A. HaywardIts President
    
    
    
    Its Executive Director and CEOWESTERN MINNESOTA MUNICIPAL POWER AGENCYBy
    
    /s/ Donald E. HabichtDonald E. HabichtIts PresidentOPERATOR:OTTER TAIL CORPORATION dba OtterTail Power CompanyBy
    
    /s/ Charles S. MacFarlaneCharles S. MacFarlaneIts President




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Operation And Maintenance Services Agreement
    
    Page 48Big Stone II Power Plant
    
    June 30, 2005
 EXHIBIT A




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Operation And Maintenance Services Agreement
    
    Page 49Big Stone II Power Plant
    
    June 30, 2005OTTER TAIL CORPORATION dba Otter Tail Power Company
215 South Cascade St.
P.O. Box 496
Fergus Falls, MN 56538-0496
Attn: Charles MacFarlane
Telephone: (218) 739-8353
Facsimile: (218) 739-8218
E-mail: cmacfarlane@otpoc.comSOUTHERN MINNESOTA MUNICIPAL POWER AGENCY
500 First Avenue SW
Rochester, MN 55902-3303
Attention: Mr. Peter J. Reinarts, P.E.
Manager  Generation, Operations and Marketing
Telephone: (507) 292-6452
Facsimile: (507) 292-6414
E-mail: pj.reinarts@smmpa.organdSOUTHERN MINNESOTA MUNICIPAL POWER AGENCY
500 First Avenue SW
Rochester, MN 55902-3303
Attention: Mr. David P. Geschwind, P.E.
Chief Operating Officer
Telephone: (507) 292-6460
Facsimile: (507) 292-6414
E-mail: dp.geschwind@smmpa.orgWESTERN MINNESOTA MUNICIPAL POWER AGENCY
25 N.W. 2nd Street, Suite 102
Ortonville, MN 56278-1411
Attention: Mr. Don Habicht
Telephone: (320) 839-2549
Facsimile: (320) 839-2540
E-mail: david.fhmab@midconetwork.com




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Operation And Maintenance Services Agreement
    
    Page 50Big Stone II Power Plant
    
    June 30, 2005
 SCHEDULE 1.04
 BIG STONE I AND BIG STONE II 2005 JOINT FACILITIES AGREEMENT
 Note:
This schedule is filed as a separate exhibit (Exhibit 10.3) to Otter Tail Corporations
Quarterly Report to the Securities and Exchange Commission on Form 10-Q for the quarterly period
ended June 30, 2005.




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Operation And Maintenance Services Agreement
    
    Page 51Big Stone II Power Plant
    
    June 30, 2005
 SCHEDULE 4.01
 AGREEMENT OF REPRESENTATION  BSP II
 th
 RECITALS




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      [The next page is the signature page.]




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    Page 59Big Stone II Power Plant
    
    June 30, 2005
  OWNERS:
 CENTRAL MINNESOTA MUNICIPAL POWER AGENCY
    
    
    
    GREAT RIVER ENERGYBy
    
    
    
    
    
    ByPaul Leland
    
    
    
    David SaggauIts President
    
    
    
    Its President and Chief Executive OfficerHEARTLAND CONSUMERS POWER DISTRICT
    
    
    
    MONTANA-DAKOTA UTILITIES CO., a Division of MDU Resources Group, Inc.By
    
    
    
    
    
    ByMichael McDowell
    
    
    
    Bruce T. ImsdahlIts General Manager
    
    
    
    Its President and Chief Executive OfficerOTTER TAIL CORPORATION dba Otter
    
    
    
    SOUTHERN MINNESOTA MUNICIPAL POWERTail Power Company
    
    
    
    AGENCYBy
    
    
    
    
    
    ByCharles S. MacFarlane
    
    
    
    Raymond A. HaywardIts President
    
    
    
    Its Executive Director and CEOWESTERN MINNESOTA MUNICIPAL POWER AGENCYByDonald E. HabichtIts PresidentOPERATOR:OTTER TAIL CORPORATION dba OtterTail Power CompanyByCharles S. MacFarlaneIts President




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Operation And Maintenance Services Agreement
    
    Page 60Big Stone II Power Plant
    
    June 30, 2005




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Operation And Maintenance Services Agreement
    
    Page 61Big Stone II Power Plant
    
    June 30, 2005
    1.
    
    Allowance Account Balances
 a.
    
    Total Unit Account Balanceb.
    
    BSP II Owners Sub Account Balancec.
    
    Total Future Year Unit Account Balanced.
    
    BSP II Owners Future Year Sub Account Balance
 2.
    
    Allowances Used (By Month and YTD)
 a.
    
    Total Unit Allowances Usedb.
    
    BSP II Owners Allowances Usedc.
    
    Serial Numbers of Allowances Designated for Compliance
 3.
    
    Allowance Transfers (By Month and YTD)
 a.
    
    Total Unit Account Transfersb.
    
    BSP II Owners Sub Account Transfersc.
    
    Total Future Year Unit Account Transfersd.
    
    BSP II Owners Future Year Sub Account Transferse.
    
    Serial Numbers of BSP II Owners Allowances Transferred




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Operation And Maintenance Services Agreement
    
    Page 62Big Stone II Power Plant
    
    June 30, 2005
 SCHEDULE 5.02(b)(i)
 KEY PERFORMANCE INDICATORS
 
    
    OSHA Rate
    
    Net Generation
    
    Non-Fuel O&M per MWh
    
    URGE/Employee
    
    MWh/Employee
    
    Job Order Backlog
    
    Unplanned Overtime (outside of overhauls)
    
    Urge Rating
    
    Availability
    
    Equivalent Availability
    
    Forced Outage Rate
    
    Net Plant Heat Rate
    
    Station Service
    
    SO2Removal Percentage
    
    SO2 Credits Available/Purchased
    
    NOxRemoval Percentage
    
    NOx Credits Available/Purchased
    
    Hg Removal Percentage
    
    Hg Credits Available/Purchased
    
    Bottom Ash Sold
    
    Fly Ash Sold
    
    Overtime Hours Worked
    
    Delivered Fuel Cost
    
    Energy Cost Less Fuel
    
    Reporting Deadlines
    
    Capital Budget Variance
    
    Notices of Violation
 
 (*) Confidential information has been omitted and filed separately with the Commission pursuant to
Rule 24b-2.