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<br />40616580.2
<br />HANDOUT AT MEETING - REDLINE PURCHASE-SALE AGREEMENT
<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,
<br />free and clear of all liens and encumbrances relating to debt incurred or services performed by or on
<br />behalf of ERMU, and this obligation shall survive the Termination DataDate. The County of Sherburne
<br />(the “County”) holds a security interest in the Facility relating to debt incurred by ERMU, and ERMU
<br />agrees to satisfy and remove that security interest, and this obligation shall survive the Termination
<br />Date. The Parties acknowledge that this process is ongoing and shall cooperate in good faith, including
<br />reasonable documentation, to achieve the satisfaction and removal of the County’s security interest in
<br />the Facility.
<br />6) Payment. As consideration for the ERMU Facilities, ERL shall pay ERMU the amount of
<br />Forty-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 future taxes, permitting, licenses, insurance coverage, or regulatory compliance
<br />relating to 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 Second AmendmentAgreement, ERMU has paid the existing invoice for $210,991.95
<br />(invoice # 46365B) for the two engine re-rings on Engines 1 and 2. ERL agrees to provide ERMU with
<br />two separate credits. The first, in the amount of $75,000, was provided February 24, 2022 (Inv oice #
<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 />9) Indemnity. Commencing with the Transfer Date, ERL shall indemnify, defend, and hold
<br />harmless ERMU and its Commissioners, officers, employees, and agents, and their successors and
<br />assigns, from and against any and all claims, demands, costs, damages, losses, liabilities, joint and/or
<br />several, reasonable attorneys’ fees, expert fees, and disbursements, judgments, fines, and charges by any
<br />third parties, including but not limited to, injury, death, or damages to any person or property
<br />(collectively, “Damages”) arising out of or relating to ERL’s use, operation, maintenance, or ownership
<br />of the ERMU Facilities as of the Transfer Date. This provision shall survive termination of this
<br />Agreement.
<br />10) 9) 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) 10) No Assignment. Neither Party may assign the rights, obligations, or benefits of this Second
<br />AmendmentAgreement, without the prior written consent of the other Party.
<br />12) Governing Law; Venue. The Agreement shall be interpreted and construed according to the
<br />laws of the State of Minnesota. All litigation regarding this Agreement shall be venued in Minnesota
<br />District Court in Sherburne County, Minnesota.
<br />13) 11) Impact on theScope of Agreement. This Agreement (including recitals and exhibits
<br />hereto) constitutes the entire Agreement and, with respect to the sale of ERMU Facilities, supersedes all
<br />prior agreements and understandings, oral and written, between the Parties hereto. For the avoidance of
<br />doubt, the letter of intent dated as of December 20, 2018, by the Parties is null and void.
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