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<br />PURCHASE AND SALE AGREEMENT
<br />This PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of October
<br /> , 2022 by and between Elk River Landfill, Inc. (“ERL”) and Elk River Municipal Utilities (“ERMU”)
<br />(each a “Party” and collectively the “Parties”).
<br />Recitals
<br />A.ERL and ERMU entered into a Service Agreement on or about March 21, 2002, as subsequently
<br />amended on or about March 17, 2006 (collectively, the “Service Agreement”); and,
<br />B.The Service Agreement, by its terms, expires as of October 31, 2022; and
<br />C.ERMU desires to sell and ERL desires to purchase certain facilities and to windup the Service
<br />Agreement, all as set forth below.
<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 as follows:
<br />1)Terms. All capitalized terms not defined in this Agreement shall have the meaning set forth in
<br />the Service Agreement.
<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 (the
<br />“Termination Date”).
<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 step-up transformers (collectively, the “ERMU Facilities”).
<br />4)AS-IS Basis. Subject to the terms and conditions of this Agreement, as of Transfer Date set forth
<br />in Section 5, ERMU sells, conveys, transfers, assigns and sets over to ERL, its successors and assigns, all
<br />of the right, title, and interest of ERMU in and to the ERMU Facilities. ERL hereby accepts the assignment
<br />of the right, title, and interest of ERMU in and to the ERMU Facilities. The ERMU Facilities are
<br />transferred by ERMU and accepted by ERL on an "as is, where-is" basis, with all faults, and with no
<br />warranty or representation, express or implied, as to condition, design, or compliance with applicable law.
<br />Upon transfer, ERL assumes all responsibility and liability for the ERMU Facilities arising out of events
<br />or conditions occurring after the Transfer Date, including, but not limited to, the condition, maintenance,
<br />operation, and disposal of the ERMU Facilities.
<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 />HANDOUT AT MEETING - PURCHASE AND SALE AGREEMENT
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