2.3. ERMUSR 04-09-2019 - Laserfiche WebLink

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AGREEMENT OF SALE 1. This Agre ment of Sale("Agreement")is made and entered into this 71-13 day of March ,20/1 ("Effective Date")by and between Great River Energy,a Minnesota cooperative corporation("GRE")and Elk River Municipal Utilities("ERMU"),a Minnesota { Municipal Utility. GRE and ERMU are sometimes referred to individually as a"Party"or collectively as"Parties"to this Agreement. 2. The"Closing Date"of this sale shall be as mutually agreed by GRE and ERMU. 3. Effective as of the Closing Date,GRE agrees to sell,transfer and deliver;and ERMU agrees to purchase and receive,metering equipment located in the following substations:North,Otsego, Station 14 Bank 3,Station 14 Bank 4,Waco Bank 1,Waco Bank 2,West Bank 1,and West Bank 2.The metering equipment will be referred to herein as the"Personal Property"or"Metering Equipment". The location of the Metering Equipment and a detailed list of the components and equipment included in the sale transaction are included in the attached as Exhibits 2-10 and include Maps and One-line Drawings for each of the Substations listed above. 4. On the Closing Date,ERMU shall pay to GRE$64,035.53 USD through a mutually agreeable method of payment;and GRE shall deliver to ERMU a Bill of Sale in the form of Exhibit 1 attached to this Agreement. 5. On or prior to the Closing Date,GRE shall convey to ERMU(a)the most recent design and engineering documentation related to the Metering Equipment included in Exhibits 2-9. 6. GRE warrants and represents that: a. It is the sole owner and holder of the Personal Property being sold. b. It has the right to sell transfer and deliver the Personal Property to ERMU. 7. The Personal Property is sold,transferred,delivered and accepted in an"AS IS""WHERE IS condition.GRE makes no warranties or representations except for the written warranties and representations set forth herein.GRE hereby expressly disclaims,and ERMU expressly waives, any warranty or representation of any nature,oral or written,express or implied,statutory or common law, including without limitation,that of merchantability or fitness for a particular purpose.ERMU expressly acknowledges that ERMU has not relied on any representation or statement provided by GRE except for such limited warranties as are provided in this Agreement. ERMU further acknowledges that ERMU has or will thoroughly inspect the Metering Equipment, observe the Metering Equipment's characteristics,and assess the suitability of the Metering Equipment for ERMU's intended uses and purposes.By closing the transaction hereunder ERMU agrees that,except for the limited warranties set forth in this Agreement: (i)ERMU shall be deemed to have accepted all risk associated with any and all adverse physical conditions and characteristics that may or may not be revealed during ERMU's investigation of the Metering Equipment(ii)as between ERMU and GRE,ERMU shall be deemed to have accepted all costs and liability associated in any way with the condition of the Metering Equipment;(iii)ERMU hereby waives,releases and discharges GRE from any and all objections,setoffs,claims,or causes of action(whether arising by statute or common law)concerning the physical characteristics and existing conditions of the Metering Equipment,and(iv)upon closing,ERMU assumes entirely all risks that any adverse matters may not have been revealed during ERMU's investigation of the Metering Equipment and nonetheless waives,relinquishes and discharges GRE from and against any and all claims,demands,causes of action,by reason of or arising from any latent or patent defect or condition of the Metering Equipment.ERMU further acknowledges and agrees that the waivers and releases contained in this paragraph are a material factor in 46