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When the survey contemplated by Paragraph 11 is completed, the parties shall attempt to agree on mutually agreeable descriptions for the Property, the Riparian Land, the RFR Property (defined below), and description for areas of the Property subject to the Easement Agreement ("Easement Area"). 2. PURCHASE PRICE. The Purchase Price shall be $24,625,000, payable in cash at closing. 3. INDEPENDENT CONTRACT CONSIDERATION. Upon execution of this Agreement, Purchaser shall deliver to Seller in cash the sum of One Hundred and No/100 Dollars ($100.00) (the "Independent Contract Consideration"), which amount has been bargained for and agreed to as consideration for Purchaser's exclusive right to purchase the Property, the Purchaser's Inspection Period (hereinafter defined) and the Purchaser's Certificate Period, and for Seller's execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Agreement, and is non-refundable in all events. 4. CONTRACT. Purchaser and Seller shall attempt to negotiate the terms and conditions of a mutually agreeable purchase and sale agreement for the Property (herein the "Contract of Sale"). It is intended that all terms and conditions will be negotiated and the Contract of Sale finalized and signed by both parties by the end of the later of the Purchaser's Certificate Period or the Seller's Financing Period; otherwise, this Agreement shall be null and void, and neither party shall have any further rights or obligations hereunder to the other except as provided herein, unless a written extension is executed by both parties. 5. LEASEBACK. If a Contract of Sale is finalized and signed by both parties, Seller and Purchaser acknowledge that Seller will need to retain possession of the Property after closing for a period of time to enable Seller to complete its new facilities on Seller's alternate site. During the Purchaser's Inspection and Certificate Periods and Seller's Due Diligence and Financing Periods, Purchaser and Seller shall attempt to negotiate the terms and conditions of a mutually agreeable lease of the Property by Seller ("Lease"). It is intended that all terms and conditions will be negotiated and the Lease finalized and signed by both parties by the end of the later of the Purchaser's Certificate Period or the Seller's Financing Period; otherwise, this Agreement shall be null and void, and neither party shall have any further rights or obligations hereunder to the other except as provided herein, unless a written extension is executed by both parties. 6. RIGHT OF FIRST REFUSAL. If a Contract of Sale is finalized and signed by both parties, Seller shall grant Purchaser at closing the right of first refusal to purchase a parcel of approximately 1.37-acres as improved with an approximately 28,329 square foot steam plant. During the Purchaser's Inspection and Certificate Periods and the Seller's Due Diligence and Financing Periods, Purchaser and Seller shall attempt to negotiate the terms and conditions of a mutually agreeable form of agreement for the right of first refusal ("RFR"), and concurrently shall attempt mutually to agree on the description of the parcel subject to the RFR ("RFR Property"). The RFR Property shall not include any water rights or riparian area. It is intended that all terms and conditions of the RFR and L:\CMO\2004 Council Agendas\M041206\S041206B.doc