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065-Baker Farms-Cattle GrazingBAKER FARMS INC. /CITY OF SANFORD CATTLE GRAZING /PASTURE LEASE THIS LEASE is made and entered into on this 2 6 r" day of 7 c y 2004, between the CITY OF SAN FORD, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, whose address is 300 N. Park Avenue, Sanford, Florida 32771, hereinafter referred to as the "CITY" and BAKER FARMS, INC., cr a Florida Corporation, hereinafter referred to as the "LESSEE ", whose address is 2050 C Pine Way, Sanford, Florida 32773. WITNESSETH: That the parties hereto for and in consideration of the mutual covenants and agreements herein contained and in consideration of the payments and undertakings herein mentioned, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, made and to be made, have respectively promised unto and covenanted and agreed each with the other as follows: 1. Premises /Agreement To Lease (a) The CITY leases to the LESSEE and the LESSEE rents from the CITY, subject to the conditions and reservations herein provided, that certain nine hundred - eighteen (918) acre, more or less, parcel of real property located in Seminole County, Florida, and more particularly described in Exhibit "A ", attached hereto and made a part hereof by reference, and shall hereinafter be referred to as the "Subject Property ". The Subject Property shall be used by the LESSEE for the operation of cattle grazing as more particularly described herein below and for no other purposes. (b) The use of the Subject Property by the LESSEE shall not be exclusive in that it is acknowledged and agreed by the parties that the CITY may approve a golf course development or other development on the Subject Property and may sell the right to cut sod from the Subject Property in accordance with the provisions hereof. The Subject Property shall continue being cut for sod and reseeded in accordance with the current practices of sod cutting pertaining to the Subject Property and by the current company conducting the sod cutting, Deltona Sod Services, Inc., and re- seeding operations and in a manner deemed appropriate by the CITY. Inconsideration of the LESSEE coordinating the sod cutting and re- seeding operations of the sod company, the LESSEE shall receive from the said sod company one -third (1/3) of the NINE AND 00 /100THS DOLLARS ($9.00) paid for each pallet of sod cut from the Subject Property and the CITY shall receive from the said sod company two- thirds (2/3) of the NINE DOLLARS AND 00 /100THS ($9.00) paid for each pallet of sod cut from the Subject Property. (c) The CITY shall have the sole and exclusive right to decrease the number of acres of the Subject Property leased to the LESSEE at any point in time during Page 1 the term of this Lease in the event that a golf course or other development should occur on the Subject Property, and to determine the amount of sod cut from the Subject Property and sold by the CITY in the event that a golf course or other development should occur on the Subject Property. 2. Use of Reclaimed Water on Subject Property. (a) The LESSEE shall utilize reclaimed water supplied by the CITY on approximately 607.5 acres of improved pasture located on the Subject Property. Said pasture acres was originally planted in Pensacola and Argentine Bahia in 1993 by the CITY pursuant to a permit from the Florida Department of Environmental Protection (FDEP) for the planting and operation of improved pasture or hay production on the Subject Property. (b) In accordance with the conditions of the FDEP Permit of the City, the LESSEE shall secure suitable cattle to stock the pasture in numbers equal to one (1) cow or heifer per three (3) acres of improved pasture. Grazing and the loading rate per feed area shall be managed by the LESSEE based on the progress of pasture maturity so as not to overgraze the pasture or harm its establishment. In the event the allowed or selected numbers of cattle are unable to manage the grass growth rate during the term of this Lease, the LESSEE shall provide suitable maintenance mowing to prevent excessive growth unless the CITY's permitted sod cutting results in suitable maintenance with regard to the areas cut for sod. During the term of this Lease, the LESSEE shall, and the CITY may, also direct the LESSEE to replant portions of the pasture grass fields where suitable coverage is damaged by cattle. Overseeding with temporary grasses based on seasonal needs is also encouraged where such competition will not retard or replace the permanent grass crop (i.e., Winter Rye). The Subject Property shall be used by the LESSEE for a cow /calf operation. The LESSEE will not permit the Subject Property to be used for any other unauthorized purpose or for any unlawful purpose. The CITY may delegate mowing and seeding responsibilities to any sod company with whom the CITY may engage to purchase sod from the CITY as set forth herein. (c) The LESSEE shall accept and use reclaimed water produced by the CITY as more fully and specifically described herein. (d) The CITY shall apply and the LESSEE shall use reclaimed water delivered by the CITY for pasture irrigation. The LESSEE's use of the reclaimed water for pasture irrigation shall be consistent with all local, regional, State and Federal regulations. In no event will reclaimed water be discharged directly to surface waters of the State of Florida without written authorization from the FDEP and any other applicable agency. The CITY will only apply reclaimed water for pasture irrigation in a manner authorized by the Environmental Protection Agency (EPA), and the FDEP on the Subject Property. The LESSEE shall take all reasonable precautions, including signs and labeling, to prevent confusion between reclaimed water, sources and other water sources. The LESSEE shall be solely and exclusively responsible for the use of reclaimed water for cattle consumption. Page 2 3. Term of Lease and Effective Date This Lease shall become effective on July 26, 2004. The term of this Lease shall be for a period of one (1) year with nine (9) additional one (1) year renewal periods unless a party elects to not renew and notifies the other party in writing one hundred eighty (180) days prior to the end of a term of the non - renewal. 4. Cattle Expertise Required The CITY recognizes and acknowledges the past demonstrated requisite cattle expertise of the LESSEE. The LESSEE shall maintain, at all times, at least one (1) experienced cattle ranger as an officer or director of the LESSEE as approved by the CITY. 5. Pastures The CITY shall have the right to cause a agriculturist to make periodic inspections of the Subject Property while the pastures are being grown and during the term of this Lease to ensure that EPA, FDEP and CITY requirements are being met, to determine if re- seeding is required or to establish or re- establish the quantity of sod that may be cut from the Subject Property. All determinations of the CITY's agriculturist shall be final and conclusive. 6. Payment to City The LESSEE agrees to pay annually to the CITY the greater of twenty -five dollars ($25.00) per acre of improved pasture or sixty -five dollars ($65.00) per cow /calf unit of cattle, annual average, allowed by FDEP. Said annual payments to the CITY shall be made by the LESSEE at the time of Lease execution and annually thereafter on the renewal date of the Lease. The annual payments shall be adjusted to increase by the amount of increase in the Consumer Price Index (All Urban Consumers) (latest edition). Payments made for sod cutting activities shall be as set forth in Paragraph 1 of this Lease. 7. Right of First Refusal The CITY grants to the LESSEE upon expiration of the term of this Lease and subject to satisfactory performance hereunder, if the LESSEE is not in default under the terms of this Lease, the first right of refusal to lease the Subject Property at such terms as may be agreeable to the CITY if the CITY decides to lease said property for cattle. Nothing contained herein shall be construed to obligate the CITY to lease the Subject Property at the termination of this Lease. 8. Installation of Subsurface and Surface Components of Irrigation System The CITY has installed the surface and subsurface components of the Page 3 seepage irrigation system; herein after referred to as the "Irrigation System." Said Irrigation System generally includes, but is not limited to, the pumping station, subsurface pipes, valves, surface distribution swales, holding ponds, and stormwater management system. Any damage caused to the Irrigation System as a result of the acts, omissions or negligence of the LESSEE, its agents, employees, officers or invitees shall be repaired by the CITY at the sole cost and expense of the LESSEE. However, the LESSEE may perform repairs to the surface distribution swales, ditches and holding ponds required as a result of damage from cattle or the LESSEE's acts. Routine maintenance and regrading of surface distribution swales system required as a result of natural siltation shall be the responsibility of the CITY. 9. Alternate Irrigation Water Source The LESSEE may apply for a well permit for an on -site well to be used as a backup water supply for seepage irrigation or cattle consumption in the event that CITY reclaimed water is not available or useable for cattle consumption. No such backup water source may be utilized for seepage irrigation by the LESSEE unless or until the CITY reclaimed water supply is significantly reduced or eliminated. To the extent that CITY reclaimed water is available, the LESSEE shall utilize the CITY reclaimed water for irrigation before the well water. If permitted by the FDEP, the LESSEE may hook up said well to the Irrigation System. The LESSEE shall be responsible for all costs and expenses associated with the construction, maintenance and repair of said well and for obtaining all required permits. Upon termination of this Lease, said well(s) shall become the property of the CITY and revert to the CITY in fee simple absolute without any payment to the LESSEE for same. Any such wells existing on the effective date of this Lease are recognized to be the property of the CITY. 10. Maintenance of Irrigation System (a) The LESSEE shall be responsible for the routine maintenance of the surface components of the Irrigation System resulting from operation, or cattle actions including, but not limited to, the grade control structures, irrigation ditches, drainage ditches and lateral swales at the sole cost and expense of the LESSEE. The CITY shall maintain the subsurface components of the Irrigation System, including buried pipelines, valve control systems, valve vaults and boxes, and underground valves, switches, pump stations, intake strainers and holding ponds, periodic regrading of ditches and swales because of natural siltation. appropriate. (b) The CITY shall regularly monitor the Irrigation System as it deems 11. Volume of Water. (a) The LESSEE expressly agrees to accept and use from the CITY a volume of 1.88 million gallons daily (MGD) of reclaimed water on six hundred -seven and Page 4 five- tenths (607.5) acres of improved pasture on the Subject Property resulting in an annual use of the volume of 687.4 million gallons of reclaimed water on the Subject Property. Should the CITY reduce the acreage leased under this Lease, as provided for in Paragraph 1, the reclaimed water usage, daily and annual, shall be reduced 0.0030946 MGD/1.1315 MG per year per acre of improved pasture deleted, respectively. The CITY may, at its sole discretion and cost, install appropriate meters in order for the volume of reclaimed water used by the LESSEE to be monitored. (b) The parties recognize that adverse weather conditions may necessitate modification of the daily volume of reclaimed water established in Paragraph 11(a) on a temporary basis. The LESSEE shall have the right to restrict or refuse the use of reclaimed water on the Subject Property for a consecutive period of no more than ten (10) calendar days in the event of adverse weather conditions. The parties also recognize that adverse weather conditions may result in a need for reclaimed water greater than the volume set forth in Paragraph 11(a). The LESSEE shall have the right to temporarily draw additional water, subject to availability of reclaimed water supplies, in the event of adverse weather conditions. Notice of the exercise of these rights by the LESSEE shall timely be provided in writing to the CITY. The LESSEE expressly agrees that the exercise of these rights shall not result in a change to the annual use of the volume of 687.4 million gallons of reclaimed water on the Subject Property. The City Manager may authorize in writing additional temporary rights, but in no event shall said temporary rights decrease the annual use of the volume of 687.4 million gallons of reclaimed water on the Subject Property by the LESSEE. (c) If the CITY's storage, transmission or distribution system fails, then delivery of reclaimed water under the requirements of this Lease may be interrupted or limited in quantity. The CITY shall not be held responsible for any damage or loss of any type whatsoever sustained by the LESSEE as a result of the reduction, interruption or cessation of the delivery of reclaimed water by the CITY to the LESSEE. (d) In the event of a change in existing regulations promulgated by the FDEP or other agency with controlling legal authority over the CITY concerning the use or distribution of reclaimed water for pasture irrigation (cattle grazing), or in the event of changes in technology, or in the event of any change in the CITY's need to provide the quantities of water established in Paragraph 11(a), herein, then: 1) the CITY shall give the LESSEE no less than three (3) months notice of any anticipated reduction in water supplied to the LESSEE; 2) the CITY shall reasonably cooperate with the LESSEE in applying for a permit for an on -site well in order to maintain the irrigation needs of the LESSEE as agreed in Paragraph 10 herein; 3) the CITY may decrease the volume of reclaimed water supplied to the LESSEE, but shall not reduce said supply of reclaimed water for irrigation purposes Page 5 below the amount of 0.0621 MGD unless provided otherwise herein; and 4) the CITY shall not be held responsible for any damage or loss of any type whatsoever sustained by the LESSEE as a result of the reduction, interruption or cessation of the delivery of reclaimed water by the CITY to the LESSEE. 12. Reclaimed Water Quality The reclaimed water delivered by the CITY will meet all applicable local, regional, State and Federal water quality regulations for reclaimed water for pasture grass irrigation. If the reclaimed water fails to meet applicable FDEP water quality regulations, then the CITY shall immediately notify the LESSEE and the CITY and the LESSEE shall immediately cease irrigation of the Subject Property. All such improvements, buildings and structures located on the Subject Property on the effective date of this Lease are recognized as being the sole and exclusive property of the CITY. 13. Improvements The parties expressly acknowledge and agree that the LESSEE shall at its sole cost and expense have the right to construct in strict compliance with all applicable local, regional, State and Federal regulations a storage facility, a cattle holding /working facility, a pole barn, portable cattle pens and internal fencing. The actual location of said structures shall be subject to CITY approval, which approval shall not be unreasonably withheld. The LESSEE shall obtain at its sole cost and expense all required permits and the CITY shall cooperate in the FDEP permitting process to the extent necessary. The LESSEE shall not construct any other capital improvement, structure or building on the Subject Property without written approval from the City Manager and compliance with all local, regional, State and Federal laws. Upon termination of this Lease, all improvements, buildings, and structures constructed by the LESSEE on the Subject Property shall become the property of the CITY and revert to the CITY in fee simple absolute. 14. Maintenance of Improvements The LESSEE shall maintain the function and appearance of all roadways, parking areas, entrance and exitways on the Subject Property subject to ordinarywear and tear taking into consideration the nature of the cow /calf operation. The LESSEE shall be responsible for repair of said roadways, entrance and exit ways, and parking lots required as a result of the acts, omissions or negligence of the LESSEE, its agents, employees, patrons, contractors, licensees or invitees. The LESSEE shall maintain and repair all structures and improvements constructed on the Subject Property by the LESSEE. The CITY shall repair or replace, as needed, the roadways, parking areas, entrance and exit ways caused by normal wear and tear as determined by the CITY. Page 6 15. Fencing The LESSEE has installed fencing on the Subject Property (approximately 4.6 miles) which fencing is recognized to be the sole and exclusive property of the CITY. The LESSEE shall maintain and repair, as determined to be as necessary by the CITY, the CITY installed security fence and other fencing. The LESSEE shall have the authority to remove or eliminate pests which breach said security fence as provided by law. The LESSEE has installed and shall install, at its sole cost and expense, internal fencing to exclude cattle from stormwater ponds, mitigation areas, archeological sites, pump station and holding ponds, lake buffer area west of ponds C -1, and C -2A, C -2B, B -2 and A -2 and as otherwise directed by the CITY or any regulatory agencies such as EPA or FDEP. The LESSEE may install additional fencing required for cattle management within the Subject Property subject to CITY approval. The LESSEE shall maintain all fencing discussed or referred to in this Paragraph. 16. Access to Pump Station The LESSEE shall not have access to the pump station. The CITY shall regulate and control the timing of the seepage irrigation to the Subject Property. The LESSEE shall contact the CITY when it is necessary for the CITY to adjust the system or make regular and emergency repairs to the Irrigation System. The CITY shall provide the LESSEE with the names and telephone numbers of CITY repair personnel. The LESSEE shall not make any regular or emergency repairs to the pump station or changes to the Irrigation System. The CITY shall promptly make all necessary adjustments and repairs taking into consideration the LESSEE's need to provide water to cattle if applicable. When it is necessary to utilize CITY employees or agents to repair the pump station or make adjustments to the Irrigation System after regular business hours or on CITY holidays, the LESSEE shall reimburse the CITY for said expenses if said repairs are made after regular business hours or during CITY holidays. 17. Destruction of Pasture Grass As to the planting of pasture grasses on the Subject Property during the term of this Lease, the LESSEE shall be required to replant all pasture grasses that have been destroyed by cattle. The CITY may replant pasture grasses that have been destroyed by erosion, freeze, pestilence, disease, natural disaster or acts of God. 18. Good Agricultural Practices The LESSEE shall take good care of the Subject Property, its improvements and manage and operate the improved pasture located thereon in a creditable manner using good husbandry and sound agricultural practices, following the agricultural practices recognized as best in the community, and suffer no waste during the term of this Lease. The requirements and limitations of FDEP letter OCD -DL -92 -0628 of September 9, 1992 and (Conklin, Porter & Holmes) CPH Engineers, Inc. letter of August 18, 1992 (copies of Page 7 which the LESSEE recognizes having received copies) shall be complied with unless /until changes are approved by FDEP and CITY. The CITY shall upon written notice from the LESSEE, request from FDEP that the cattle loading rate be increased in specific increments to better match the experienced carrying capacity of the Subject Property. Such requests shall not be made until at least six (6) months of cattle use has documented satisfactory runoff water quality standards and that the forage production will support an increase in numbers of cattle either seasonally or annually. 19. Indemnification The LESSEE, at its sole cost and expense, agrees to defend, indemnify and save harmless the CITY and its officials, officers, employees and agents from and against any and all claims, costs, demands, expenses, fines, losses, liability, damages, injury, actions or causes of action whatsoever in connection with or arising from or out of the operation, occupancy or use of the Subject Property by the LESSEE or the sale or use of hay or cattle raised thereon, occasioned wholly or in part by any acts, negligence or omissions of the LESSEE, its agents, contractors, employees, invitees, licensees or others. To the extent that consideration may be required by the provisions of the Florida Statutes relative to the indemnification herein provided, the LESSEE acknowledges that adequate consideration has been provided by the LESSOR to the LESSEE. By execution of this Lease, below, Deltona Sod Services, Inc., hereby agrees to the same indemnification obligations to the LESSOR as set forth in this paragraph as obligations of the LESSEE. 20. Expiration or Breach of Lease (a) In the event of a breach or default by the LESSEE in the performance of any of the covenants, conditions, or provisions of this Lease, then the CITY may give written notice of said breach or default and if the LESSEE does not cure said breach or default within thirty (30) days after receiving said notice, then the CITY may terminate this Lease on not less than thirty (30) days notice to the LESSEE and /or may seek damages as provided by law, and on the date specified in said notice of termination, the term of this Lease shall terminate. When this Lease has been terminated by the CITY for breach or default by the LESSEE or when the term of this Lease has expired as provided in Paragraph 3 herein, then the LESSEE shall quit and surrender the Subject Property, all buildings, improvements, wells, structures, improved pasture to the CITY and remove, but only as permitted herein, the LESSEE's personal property. The CITY may, at any time thereafter, resume possession of the Subject Property, and all buildings, structures, fences, improvements, wells, and improved pasture thereon shall be the property of the CITY and shall remain upon and be surrendered with the Subject Property as a part thereof at the termination of this Lease without any payment to the LESSEE for same. If this Lease is terminated by the CITY for any reason other than nonpayment of rent, such rent that has been paid shall be treated as liquidated damages. All buildings, structures, fences, improvements, wells and improved pasture located on the Subject Property on the effective date of this Lease are recognized to the sole and exclusive property of the CITY. Page 8 (b) In the event of a breach or default by the CITY in the performance of any of the covenants, conditions, or provisions of this Lease, then the LESSEE may give the CITY written notice of said breach or default and if the CITY does not cure said breach or default within sixty (60) days after receiving said notice of breach or default, then the LESSEE may terminate this Lease on not less than thirty (30) days notice to the CITY. (c) Except as may otherwise be specifically provided herein, no action or failure to act by the CITY or the LESSEE shall constitute a waiver of any right or duty afforded to them nor of their right at all times in the future to insist upon the full and complete performance of each and every term, covenant, condition and provision of this Lease, nor shall any such action or failure to act, constitute an approval or acquiescence in any breach hereunder. 21. Insurance The CITY shall not be held responsible or liable to the LESSEE, the LESSEE's employees, patrons, independent contractors, invitees, third party participants, licensees or others for any damage to personal property or for any personal injury caused by the acts, omissions, or negligence of the LESSEE, its employees, patrons, independent contractors, visitors or others, or by catastrophe. The LESSEE, at its own cost, shall obtain and maintain during the term of this Lease, liability insurance written by an insurance company or companies rated "A" or higher by A.M. Best, licensed to do business in the State of Florida, for the benefit of the LESSEE, which willfully protect the LESSEE against any and all liability for property damage and personal injury suffered by reasons of said aforedescribed acts and use of the Subject Property, with minimum limits of Five Hundred Thousand Dollars ($500,000.00) to apply in the case of one (1) person being injured or killed, One Million Dollars ($1,000,000.00) to apply in the case of bodily injuries to or the death of more than one (1) person as the result of any one (1) accident or disaster, and Five Hundred Thousand Dollars ($500,000.00) to apply in case of property damage. The LESSEE shall furnish to the CITY copies of such insurance policies and certificates, and of the renewals thereof, and said policies and certificates shall name the CITY as an additional named insured and provide that the CITY is to be given at least thirty (30) days advance written notice of any changes, cancellations or failure to renew any policy. The LESSEE shall procure worker's compensation insurance coverage as required by law. 22. Utilities The LESSEE agrees to pay all charges for electricity for buildings constructed by the LESSEE, and all other incidental uses or any and all LESSEE installed structures, or buildings as provided for in Paragraph 13, herein, and trash and garbage removal, as and when said charges become due and payable. The LESSEE shall not permit any lien to be assessed against the Subject Property for failure to pay said charges or any other charges. 23. Inspection and Access to Premises Page 9 The CITY, its agents, licensees and employees properly identified, shall have the right, at all times to enter the Subject Property or any part thereof, to inspect the same, and to carry out or otherwise implement any provision of this Lease. The CITY agrees not to disturb any ongoing operations consistent with the terms of this Lease. The LESSEE agrees to provide the CITY with keys to any locks installed by the LESSEE as are necessary for the CITY to carry out the provisions of this Lease as deemed appropriate by the CITY. 24. Assignment and Subletting The LESSEE shall not, without first obtaining the prior written consent of the City Commission, assign this Lease or sublet the Subject Property or any part thereof, or permit the use of the Subject Property by any party other than the LESSEE, its agents or employees. Any assignment, delegation or subletting effectuated without the CITY's prior written consent shall be void and of no legal effect. Consent given by the CITY to any assignment or sublease of this Lease shall not nullify this provision, and all subsequent assignments or subleases shall be made only subject to obtaining prior written consent of the CITY as required in this Paragraph. 25. Disclaimer of Representations and Warranties by CITY. The CITY does not represent or warrant that the volume of reclaimed water delivered shall increase the productivity of the Subject Property nor result in changes to the land, improved pasture or vegetation of any kind or be suitable for cattle consumption. The LESSEE shall secure independent advice and shall make an independent judgment as to the use of the volume of water described in Paragraph 12, herein. 26. Excuse from Performance by Governmental Acts If for any reason during the term of this Lease, local, regional, State or Federal governments or agencies shall fail to issue necessary permits, grant necessary approvals, or shall require any change in the operation of the treatment, transmission and distribution systems or the application and use of reclaimed water by the CITY, then to the extent that such requirements shall affect the ability of any party to perform any of the terms of this Lease, the affected party shall be excused from the performance of this Lease. A new agreement shall be negotiated, if possible, by the parties hereto in conformity with such permits, approvals, or requirements. 27. Disclaimer by Third Party Beneficiaries This Lease is solely for the benefit of the formal parties hereto and no right or cause of action shall accrue upon or by reason, hereof, to or for the benefit of any third party not a formal party hereto. 28. Taxes Page 10 The LESSEE shall pay all personal property, real property (ad valorem) and corporate taxes whether now existing or imposed in the future. The LESSEE shall pay such taxes in full before becoming delinquent. The LESSEE, at its sole cost and expense, shall have the right to contest, in good faith, the validity of any real property taxes levied against the Subject Property, but shall be bound by any determinations arising from such contents. 29. LESSEE's Environmental Representation (a) The LESSEE represents and warrants that any handling, transportation, storage, treatment or use of contaminants, pollutants, hazardous or toxic substances or environmental hazards on the Subject Property by the LESSEE, its agents, employees or contractors will be in compliance with all applicable Federal, State, regional, and local laws, rules, regulations and ordinances. (b) The LESSEE agrees to defend, indemnify and save harmless the CITY and its officers, employees and agents from all claims costs, damages, demands, expenses, fines, judgments, liabilities and losses including, but not limited to, reasonable attorneys' fees and costs, which arise during or after the term of this Lease, from or in connection with the presence of or suspected presence of contaminants, pollutants, hazardous or toxic substances or environmental hazards in the soil or groundwater on or under the Subject Property from the breach of Subparagraph 29 (a), hereinabove. (c) The LESSEE shall carry throughout the term of this Lease, with an insurance company, rated "A" or higher by AM Best, coverage for the Subject Property sufficient to meet the LESSEE's indemnification obligations in Subparagraph 29 (b), hereinabove. (d) The provisions of Paragraph 19 are incorporated into this Paragraph. 30. Liens The LESSEE shall not cause, allow or permit any liens of any kind or nature to attach against the Subject Property during the term of this Lease including, but not limited to, contractors, subcontractors, taxes, fines, penalties, suppliers and laborers employed by the LESSEE. The LESSEE agrees to indemnify the CITY for all costs including, but not limited to, reasonable attorneys' fees, which are required to be expended by the CITY to litigate, satisfy, cure, bond -off, or settle any such claims so created by the LESSEE. 31. Severabilitv If any part of this Lease is found invalid or unenforceable by any Court, such invalidity or unenforceability shall not affect the other parts of this Lease if the rights and obligations of the parties contained therein are not materially prejudiced and if the Page 11 intentions of the parties can continue to be effectuated. To that end, this Lease is declared severable. 32. No Land Use Approvals This Lease shall not be construed as granting or assuring or indicating any future grant of any land use or zoning approvals, permissions, variances, special exceptions, or rights with respect to the Subject Property or any ownership interest therein or lien thereupon. 33. Applicable Law and Venue This Lease and the provisions contained herein shall be construed, controlled, and interpreted according to the laws of the State of Florida and venue for any action shall be in Seminole County, Florida. 34. Address of the Parties (a) For purposes of this Lease, the address of the CITY is: Al Grieshaber, Jr., City Manager City of Sanford Post Office Box 1788 Sanford, Florida 32772 -1788 For purposes of this Lease, the address of the LESSEE is: Baker Farms, Inc. 2050 Pine Way Sanford, Florida 32773 (b) The CITY and the LESSEE may, from time to time, change the address to which notices should be sent upon written notice to the other party. The change of address shall be deemed effective five (5) days after it is mailed, postage prepaid to the other party. 35. Captions Captions throughout this Lease are inserted for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation construction or meaning of the provisions of this Lease, or as a limitation of the scope of the paragraph to which they refer. 36. Integration Page 12 This Lease contains and embodies the entire integrated agreement of the parties hereto, and no representations, inducements or agreements, oral or otherwise, between the parties not contained and embodied herein shall be of any force oreffect, and the same may not be modified, changed or terminated in whole or in part, or in any manner other than by agreement in writing duly signed by all the parties hereto. 37. Time of Essence It is understood and agreed between the parties hereto that time is of the essence for all the terms, provisions, covenants and conditions of this Lease. 38. Mediation Required The parties agree that no legal action related to this Lease shall be brought in any court of competent jurisdiction in Seminole County, Florida, unless and until the parties have first made good faith efforts to resolve the dispute(s) by mediation. 39. Attorney's Fees In any action or proceeding arising out of this Lease, the prevailing party shall be entitled to reasonable attorney's fees and costs. 40. Lease Drafted by Both Parties This Lease has been drafted by both parties and both parties acknowledge and agree that they have had their respective attorneys review same prior to execution by the undersigned representatives. 41. No Oral Modifications This Lease may not be modified except by an instrument in writing, signed by the duly authorized representatives of each party hereto. 42. Authority to Sign Lease The City Commission of the CITY has approved this Lease by appropriate action and has authorized its execution by the undersigned representative. It is further warranted, that the LESSEE is a corporation and that the LESSEE has by resolutions authorized the undersigned representative to execute this Lease so as to bind the LESSEE. 43. Miscellaneous Page 13 Nothing contained herein shall be construed or interpreted as creating a relationship between the parties other than that of landlord and tenant. 44. Preemption The LESSEE acknowledges and agrees that the CITY has previously entered into an Agreement with Lake Jessup Groves, Inc. (LJG), a copy of which the LESSEE possesses, and that the contract obligations of the CITY to LJG shall preempt the contract obligations contained in this Lease to the extent of any conflict. ATTEST: THE CITY OF SANFORD, FLORIDA AK. J net R. Dougherty, CiV Clerk By: Mayor B dy Lessard BAKER FARMS, INC. ATTEST: / 'ttj Ste A! Baker, Vice President By: � � r oe B. Baker, President AGREEMENT WITH INDEMNIFICATION PROVISIONS AND AGREEMENT TO PAY LESSOR AND LESSEE AS SET FORTH IN LEASE COMES NOW Deltona Sod Services, Inc. and agrees to make the payments provided for in Paragraph 1(b) of the Lease and agrees to the indemnification obligation set forth in Paragraph 19 of the Lease and, moreover, agrees that it is not a third party beneficiary under the Lease. ONA D VICES, INC. ATTEST: / Q Fran rn k J. Sla d , Secretary aym d G. Sands, President Page 14