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WASTE DELIVERY AGREEMENT <br /> (For Anoka and Sherburne Counties) <br /> This WASTE DELIVERY AGREEMENT ("Agreement'), made this_12_day of <br /> April_, 2010, by and between GREAT RIVER ENERGY, a Minnesota cooperative <br /> corporation with principal offices at 12300 Elm Creek Boulevard, Maple Grove,MN 55369 <br /> ("GRE"), and the City of Elk River,with principal offices located at_13065 Orono Parkway, <br /> Elk River MN 5533Q [address] (the "Hauler"). <br /> WHEREAS, GRE has entered into an asset purchase agreement for the purchase of the <br /> municipal solid waste processing facility located at 10700 165th St. NW in Elk River, Minnesota <br /> (the "Facility") from Resource Recovery Technologies, LLC ("RRT"), and anticipates that the <br /> closing of the purchase transaction will take place by May 1, 2010; and <br /> WHEREAS, the Hauler is engaged in the recycling and refuse hauling business in one or <br /> both of the counties of Anoka and Sherburne (each a "County" and together the "Counties"); <br /> and <br /> WHEREAS, the Hauler and RRT are parties to a waste delivery agreement (the"Interim Waste <br /> Delivery Agreement") dated October 5 , 2009, under which the Hauler delivers municipal solid <br /> waste to the Facility and which will be terminated effective as of the closing of the purchase of the <br /> Facility by GRE;and <br /> WHEREAS, as a condition of the closing of the sale of the Facility,and to provide for a seamless <br /> transition of the ownership and operation of the Facility from RRT to GRE, GRE is requiring the <br /> execution of waste delivery agreements with the Hauler and with the Other County Haulers to provide for <br /> the continued delivery of municipal solid waste to the Facility after GRE assumes ownership and <br /> operational responsibility for the Facility; and <br /> WHEREAS, this Waste Delivery Agreement between GRE and the Hauler is intended to (1) be <br /> contingent upon the closing of the purchase of the Facility by GRE, (2) be contingent upon execution of <br /> substantially similar waste delivery agreements with the Other County Haulers, and (3) replace the <br /> Interim Waste Delivery Agreement between the Hauler and RRT effective as of the calendar day <br /> following the date of the closing of the purchase of the Facility by GRE(the"Effective Date"),and <br /> WHEREAS, the Hauler will continue to delivery Acceptable Waste to the Facility under <br /> the terms and conditions of the lnterim Waste Delivery Agreement until the Effective Date, and <br /> as of the Effective Date, the Hauler will deliver Acceptable Waste to the Facility under the terms <br /> and conditions of this Waste Delivery Agreement between the Hauler and GRE. <br /> NOW, THEREFORE, in consideration of the mutual covenants and promises <br /> hereinafter set forth, the receipt and sufficiency of which is hereby mutually acknowledged, the <br /> parties agree as follows: <br /> I. DEFINITIONS <br /> The following definitions apply to this Agreement: <br /> - 1 - <br />