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EXHIBIT G <br /> Bill of Sale,Assignment and Assumption Agreement <br /> Know all persons by these presents that the City of Otsego, Minnesota, a Minnesota <br /> municipal corporation ("City"), pursuant to that certain Asset Transfer Agreement (the <br /> "Agreement") dated effective , 20 , by and between City and Elk River <br /> Municipal Utilities ("ERMU"), and for good and valuable consideration, the receipt of which is <br /> hereby acknowledged, hereby sells, assigns, transfers, sets over, conveys and delivers the assets <br /> and property identified in Exhibits A, B, C and D attached hereto to ERMU, a Minnesota <br /> municipal utility, effective on the effective date of the Agreement, free and clear of all liens, <br /> claims and restrictions of any kind or nature, to have and to hold the entire right, title and interest <br /> of the City in and to the assets hereby sold, transferred, conveyed and assigned to ERMU, its <br /> successors and assigns, to and for its own use and benefit forever. <br /> This bill of sale shall be governed by, construed and enforced in accordance with the laws <br /> of the State of Minnesota. Venue and exclusive jurisdiction for any disputes shall be in the <br /> Minnesota State Courts, located in Sherburne County, Minnesota. City and ERMU each hereby <br /> waive any right to jury trial in the event any party files an action related to the bill of sale or to <br /> the transactions or obligations contemplated hereunder. <br /> IN WITNESS WHEREOF, City and ERMU have each caused this Bill of Sale, <br /> Assignment and Assumption Agreement to be executed by their respective duly-authorized <br /> representatives effective as of the effective date. <br /> CITY: <br /> CITY OF OTSEGO <br /> By: <br /> Its: Mayor <br /> By: <br /> Its: City Administrator <br /> ERMU: <br /> ELK RIVER MUNICIPAL UTILITIES <br /> By: <br /> Its: President <br /> By: <br /> Its: General Manager <br /> G-1 <br /> 54 <br />