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SECOND AMENDMENT TO
<br />SERVICE AGREEMENT
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<br />This SECOND AMENDMENT TO THE SERVICE AGREEMENT (the “Second
<br />Amendment”) is entered into as of October , 2022 by and between Elk River Landfill, Inc. (“ERL”)
<br />and Elk River Municipal Utilities (“ERMU”) (each a “Party” and collectively the “Parties”).
<br />Recitals
<br />A. ERL and ERMUentered into a Service Agreement on or about March 21, 2002, as subsequently
<br />amended on or about March 17, 2006 (collectively, the “Agreement”); and,
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<br />B. The Agreement, by its terms, expires as of October 31, 2022. ERL and ERMU desire to amend
<br />the Agreement to accomplish a transfer of applicable facilities from ERMU to ERL and to windup
<br />the Agreement, all as set forth below.
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<br />NOW, THREFORE, in consideration of the premises, the mutual promises contained herein, and
<br />for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
<br />the Parties agree to amend the Agreement in the following manner:
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<br />1) Terms. All capitalized terms not defined in this Second Amendment shall have the meaning set
<br />forth in the Agreement.
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<br />2) Commercial Operation Date. For the avoidance of doubt, the Parties agree that the Commercial
<br />Operation Date of the Facility was November 1, 2002. Accordingly, the Service Agreement shall
<br />terminate automatically and without further action by the Parties at 11:59 P.M. on October 31, 2022.
<br />3) Transfer of ERMU Facilities. The Parties wish to transfer certain ERMU property inside and
<br />outside the generating and educational center structure to ERL, including structures, all electric generating
<br />facilities, mechanical systems, furniture, and electrical devices outside the building including service
<br />cabling from transformer to building, and two transformers.
<br />4) AS-IS Basis. Subject to the terms and conditions of this Second Amendment, as of Transfer Date
<br />set forth in Section 5, ERMU sells, conveys, transfers, assigns and sets over to ERL, its successors and
<br />assigns, all of the right, title, and interest of ERMU in and to the ERMU Facilities. ERL hereby accepts
<br />the assignment of the right, title, and interest of ERMU in and to the ERMU Facilities. The ERMU
<br />Facilities are transferred by ERMU and accepted by ERL on an "as is, where-is" basis, with all faults, and
<br />with no warranty or representation, express or implied, as to condition, design, or compliancewith
<br />applicable law. Upon transfer, ERL assumes all responsibility and liability for the ERMU Facilities,
<br />including their condition, maintenance, operation, and disposal.
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<br />5)Effective Date of Transfer.The transfer of ERMU Facilities to ERL shall occur on the later of
<br />payment by ERL as described in Section 6, or November 1, 2022 (the “Transfer Date”). On the Transfer
<br />Date, ERMU will surrender up and deliver ownership and possession of the ERMU Facilities to ERL, free
<br />and clear of all liens and encumbrances relating to debt incurred or services performed by or on behalf of
<br />ERMU. The Parties acknowledge and agree that the County of Sherburne (the “County”) holds a security
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