05. Memorandum of Understanding for 36th Street

Maple River Water Resource District Cass County North Dakota Soybean Processors, LLC Agreement Drain 62 Relocation Page 6 5. District Reimbursements. NDSP will reimburse the District for all costs and expenses associated with and regarding the Projects, regarding any Utility Permits issued by the District to accommodate NDSP’s improvements on the NDSP Property, and regarding any easements or access agreements the District will convey to NDSP. Reimbursable expenses include attorneys’ costs and fees, engineering and consultant costs and fees, litigation costs incurred regarding any of the Projects, design, right of way acquisition, permit acquisition, surveying, construction inspection, interim financing costs, and labor costs incurred by the District associated with the Projects, and other project-related costs. No more than monthly, the District will provide NDSP with written notice of all costs and expenses, along with copies of all bills and invoices received for those Project costs. NDSP will provide full payment to the District of all costs and expenses within sixty (60) days from the date of each written notice. 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. 6. Default; Remedies. If NDSP fails to perform any of its obligations under this Agreement and such failure continues for a period of thirty (30) days following written request or demand or notice from the District and/or the County, then NDSP will be in default and the District and the County shall have the right to suspend the performance of their obligations under this Agreement until such time as NDSP cures such default; provided, however, that if NDSP’s failure to perform is non-monetary in nature and cannot be cured within such thirty (30) day period and NDSP commences to cure such failure within such thirty (30) day period and thereafter diligently pursues such cure to completion, then the District and the County shall not be entitled to suspend their performance under this Agreement for such default, unless the cure of such default is required for the commencement of their performance (e.g., NDSP must grant a right of way or easement to the District and/or the County). Any suspension of performance of obligations by the County and the District under this Agreement will be without prejudice to any obligations or liabilities accrued prior to such suspension. Upon the occurrence of any default by NDSP beyond any applicable periods, the District and the County may, in addition to suspending performance hereunder, but upon at least ten (10) days prior written notice to NDSP, enforce the provisions of this Agreement and may take any and all other actions necessary, in law or in equity, to collect all amounts due under this Agreement or to enforce any of NDSP’s other obligations under this Agreement. If NDSP fails to make timely payment as required under this Agreement, the District and the County may recover their respective costs incurred by assessing the costs against the NDSP Property, including any reasonable attorneys’ fees incurred in attempting to collect the amounts due, or by other legal means of collection. The remedies provided for in this Agreement are cumulative and not exclusive, and are in addition to any and all other remedies available to the District and the County under North Dakota law. NDSP will be responsible for all of the District’s and the County’s costs and expenses, including reasonable attorneys’ fees, incurred in collecting, or attempting to collect from NDSP for monies owing by NDSP under this Agreement. In connection with any litigation arising out of this Agreement, the prevailing party shall be awarded all costs incurred in relation to such litigation, including reasonable attorneys' fees and expenses.