05. Memorandum of Understanding for 36th Street

Maple River Water Resource District Cass County North Dakota Soybean Processors, LLC Agreement Drain 62 Relocation Page 5 accordance the Utility Permit, (i) the County will own, operate, maintain, repair and replace NDSP’s Utilities and assume full responsibility therefor, at the County’s sole cost and expense, and (ii) NDSP and the District will proceed with customary and ordinary procedures to terminate the Utility Permit and all of NDSP’s responsibilities and obligations with respect to NDSP’s Utilities thereunder. The County’s operation, maintenance, repair, and replacement of NDSP’s Utilities may not unreasonably interfere with or adversely affect the District’s operation or maintenance and repair of the Drain. 4. County Reimbursements. In connection with taking over responsibility and jurisdiction of the County Road, the County will pay for up to $3,000,000 of the design, engineering, installation, construction and other costs associated with the Projects, including all third party engineering and consultant costs and fees, and all third party costs for design, bidding, equipment, materials, environmental services, permit acquisition, right of way acquisition, surveying, construction, construction inspection, interim financing costs, temporary maintenance costs prior to completion of construction, and labor costs associated with construction of the Projects, and other such related costs of the Projects, prior to and through completion of construction of the Projects. NDSP will reimburse the County for all such costs and expenses associated with and regarding the Projects prior to and through completion of construction of the Projects in excess of $3,000,000, and the County shall direct invoice NDSP for any and all such excess costs associated with and regarding the Projects prior to and through completion of construction of the Projects. Reimbursable expenses include reasonable attorneys’ costs and fees, engineering and consultant costs and fees, and costs for design, bidding, equipment, materials, environmental services, permit acquisition, right of way acquisition, surveying, construction, construction inspection, interim financing costs, and labor costs associated with construction of the Projects, and other such related costs of the Projects, prior to and through completion of construction of the Projects. No more frequently than monthly and no less frequently than quarterly prior to completion of construction of the Projects, the County will provide NDSP with written notice of all design, engineering, installation, construction and other costs associated with the Projects, along with all supporting documentation and copies of all bills and invoices received for the costs and expenses related to the Projects. When payment by the County of such costs exceeds $3,000,000, the County shall direct bill and invoice NDSP for such excess costs, with supporting documentation of such excess costs. For the avoidance of doubt, all costs and expenses associated with the ownership, operation, maintenance and repair, or replacement of the road improvements, NDSP’s Utilities, the NDSP Driveway Improvements or the modification and partial relocation of the Drain, following construction of the Projects and NDSP’s Utilities, are excluded from NDSP’s reimbursement obligations under this Section 4 and are not subject to reimbursement by NDSP. NDSP will provide full payment to the County of all such reimbursable excess costs and expenses within sixty (60) days from the date of each direct bill invoice. If NDSP fails to provide payment within sixty (60) days, interest will accrue in the amount of one and one-half percent (1.50%) per month on all outstanding principal until paid in full.