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interest in the Facility, for which ERMU and the County are in the process of documenting satisfaction.
<br />The Parties shall cooperate in good faith, including reasonable documentation, to achieve the satisfaction
<br />and removal of the County’s security interest in the Facility.
<br />
<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, ERL shall be solely responsible for all taxes,
<br />permitting, licenses, insurance coverage, or regulatory compliance relating to the ERMU Facilities, as
<br />well as any electricity that may be generated by them.
<br />
<br />8) Memorialization of Temporary Cost-Share. As further detailed in the document attached as
<br />Exhibit A to this Second Amendment, ERMU has paid the existing invoice for $210,991.95 (invoice #
<br />46365B) to pay for the two engine re-rings on Engines 1 and 2. ERL agrees to provide ERMU with two
<br />separate credits. The first, in the amount of $75,000, was provided February 24, 2022 (Invoice #
<br />2/24/2022-706-770-CR); the second, a separate credit in the amount of $60,000, is pending and will be
<br />incorporated into the final billing statement for 2022.
<br />
<br />9) Indemnity. ERL shall indemnify, defend, and hold harmless ERMU and its Commissioners,
<br />officers, employees, and agents, and their successors and assigns, from and against any and all claims,
<br />demands, costs, damages, losses, liabilities, joint and/or several, reasonable attorneys’ fees, expert fees,
<br />and disbursements, judgments, fines, and charges by any third parties, including but not limited to, injury,
<br />death, or damages to any person or property (collectively, “Damages”) arising out of or relating to ERL’s
<br />use, operation, maintenance, or ownership of the ERMU Facilities. This provision shall survive
<br />termination of this Second Amendment. For the avoidance of doubt, the ERMU obligations in Section
<br />5.2 of the Agreement shall expire as of the Transfer Date.
<br />
<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 Second
<br />Amendment, without the prior written consent of the other Party.
<br />12) Dispute Resolution. In the event that a dispute arises between the Parties as to the interpretation
<br />or performance of this Second Amendment, then upon written request of either Party, representatives with
<br />settlement authority for each Party shall meet in person and confer in good faith to resolve the dispute. If
<br />the Parties are unable to resolve the dispute, they shall make every effort to settle the dispute through
<br />mediation or other alternative dispute resolution methods. If the Parties are unable to resolve the dispute
<br />through these methods, either Party may commence an action in the Sherburne County District Court.
<br />
<br />13) Impact on the Agreement. Except as modified herein, the terms and conditions of the Agreement
<br />shall continue in full force and effectuntil 11:59 on October 31, 2022, when the Agreement shall
<br />terminate. Thereafter, the Second Amendment shall remain in full force and effect. For the avoidance of
<br />doubt, the letter of intent dated as of December 20, 2018, by the Parties is null and void.
<br />
<br />
<br />\[Signature page follows.\]
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