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<br />HANDOUT AT MEETING - PURCHASE AND SALE AGREEMENT
<br />ERMU, and this obligation shall survive the Termination Date. The County of Sherburne (the “County”)
<br />holds a security interest in the Facility relating to debt incurred by ERMU, and ERMU agrees to satisfy
<br />and remove that security interest, and this obligation shall survive the Termination Date. The Parties
<br />acknowledge that this process is ongoing and shall cooperate in good faith, including reasonable
<br />documentation, to achieve the satisfaction and removal of the County’s security interest in the Facility.
<br />6) Payment. As consideration for the ERMU Facilities, ERL shall pay ERMU the amount of Forty-
<br />Five Thousand Dollars ($45,000.00), payable in same-day funds, by October 31, 2022.
<br />7) ERL Responsibilities. As of the Transfer Date and as between the Parties, ERL shall assume
<br />responsibility for all taxes, permitting, licenses, insurance coverage, or regulatory compliance relating to
<br />the ERMU Facilities, as well as any electricity that may be generated by them.
<br />8) Memorialization of Temporary Cost-Share. As further detailed in the document attached as
<br />Exhibit A to this Agreement, ERMU has paid the existing invoice for $210,991.95 (invoice # 46365B) for
<br />the two engine re-rings on Engines 1 and 2. ERL agrees to provide ERMU with two separate credits. The
<br />first, in the amount of $75,000, was provided February 24, 2022 (Invoice # 2/24/2022-706-770-CR); the
<br />second, a separate credit in the amount of $60,000, is pending and will be incorporated into the final billing
<br />statement for 2022.
<br />9) Indemnity. Commencing with the Transfer Date, ERL shall indemnify, defend, and hold harmless
<br />ERMU and its Commissioners, officers, employees, and agents, and their successors and assigns, from
<br />and against any and all claims, demands, costs, damages, losses, liabilities, joint and/or several, reasonable
<br />attorneys’ fees, expert fees, and disbursements, judgments, fines, and charges by any third parties,
<br />including but not limited to, injury, death, or damages to any person or property (collectively, “Damages”)
<br />arising out of or relating to ERL’s use, operation, maintenance, or ownership of the ERMU Facilities as
<br />of the Transfer Date. This provision shall survive termination of this Agreement.
<br />10) No Removal/Remediation. For the avoidance of doubt, ERMU shall have no obligation to
<br />remove any ERMU Facilities or to restore the real property containing them.
<br />11) No Assignment. Neither Party may assign the rights, obligations, or benefits of this Agreement,
<br />without the prior written consent of the other Party.
<br />12) Governing Law; Venue. The Agreement shall be interpreted and construed according to the laws
<br />of the State of Minnesota. All litigation regarding this Agreement shall be venued in Minnesota District
<br />Court in Sherburne County, Minnesota.
<br />13) Scope of Agreement. This Agreement (including recitals and exhibits hereto) constitutes the
<br />entire Agreement and, with respect to the sale of ERMU Facilities, supersedes all prior agreements and
<br />understandings, oral and written, between the Parties hereto. For the avoidance of doubt, the letter of
<br />intent dated as of December 20, 2018, by the Parties is null and void.
<br />14) Amendment. Any alteration, variation, modification, or waiver of the provisions of this
<br />Agreement shall be valid only after it has been reduced to writing and signed by both Parties
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