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071-MaxWest Lease Agreement
L r LEASE AGREEMENT BETWEEN MAXWEST- SANFORD, LLC, THE CITY OF SANFORD, FLORIDA Table of Contents ARTICLE 1- LEASE DESCRIPTION 1 ARTICLE 2 - PERMITTED USES 2 ARTICLE 3 - TERM & OPTION PERIODS 2 3.1- Term - 2 3.2 -- Renewal Options - 2 ARTICLE 4 - RENTAL CHARGES 2 4.1 - Rent - 2 4.2 - Taxes & Assessments - 3 ARTICLE 5 - IMPROVEMENTS & ALTERATIONS 3 5.1- Completion of Improvements & Alterations - 3 5.2 - Alterations - 4 5.3 - Damage to or Destruction of Improvements - 4 ARTICLE 6 - RIGHTS OF LESSEE 5 6.1- Ingress/Egress - 5 6.2 - Hours of Operation - 5 6.3 - Quiet Enjoyment - 5 6.5 - Mortgage Lessee's Interest & Rights - 6 ARTICLE 7 - OBLIGATIONS OF LESSEE 8 7.1- Compliance With Laws - 8 7.2 - Subordination - 8 7.3 - Conduct - 8 7.4 - No Unlawful Conduct - 9 7.5 - Utilities & Fixtures - 9 7.6 - Maintenance of Premises - 9 7.7 - Operational Expense & Monitoring - 10 7.8 - Lessee & Lessor Relationship - 10 7.9 - Employee Oversight - 10 ARTICLE 8 - RIGHTS OF LESSOR 11 8.1- SSWRC Development - 11 8.2 - Assurance of Lessee Performance - 11 8.3 - Cumulative Rights - 12 ARTICLE 9 - RIGHT OF EN'T'RY 12 ARTICLE 10 - CONTROL OVER SSWRC 12 ARTICLE 11 - INDEMNIFICATION & INSURANCE 12 11.1 - Indemnification - 12 ARTICLE 12 - ASSIGNMENT OR SUBLEASING 15 ARTICLE 14 - MISCELLANEOUS PROVISIONS 16 14.1 - Non - Exclusive Rights - 16 14.2 - Binding Lease - 17 ARTICLE 15 - NOTICES 17 ARTICLE 16 - WAIVER OF JURY TRIAL; VENUE; CHOICE OF LAW 17 ARTICLE 17 - TERMINATION OF LEASE BY LESSOR 18 17.1 - Termination by LESSOR 18 17.2 - Continued Performance - 18 17.3 - Termination of the Energy Agreement - 18 17.4 - Attorney Fees - 18 ARTICLE 18 - TERMINATION OF LEASE BY LESSEE 19 18.1 - Breach by LESSOR - 19 18.2 - Inability to Use Premises - 19 18.3 -- Termination of the Energy Agreement - 19 ARTICLE 19 - ENVIRONMENTAL INDEMNIFICATION 20.14 19.1 - Uses Not Permitted 19.2 - Compliance with Environmental Regulations - 21 19.3 - Hold Harmless - 21 19.4 - Maintenance & Inspection - 2 3-* 19.5 - Property Restoration - 23 19.6 - Covenants Remain in Full Force - 23 19.7 -- Representations and 'Warranties of LESSOR — 23 ARTICLE 20 - IMPOSSIBILITY OF PERFORMANCE OF LESSOR 24 ARTICLE 21- SURRENDER 25 ARTICLE 22 - ENTIRE AGREEMENT -2- C) z 00 This Lease Agreement ( "Lease ") is made and entered into this date, , 2008, by and between the CITY OF SANFORD, FLORIDA, a Florida municipal corporation, hereinafter referred to as "LESSOR ", said MAXWEST- SANFORD, LLC, Florida limited liability company, hereinafter collectively referred to as "LESSEE ". WITNESSETH: WHEREAS, the LESSOR is owner and operator of the Sanford South Water Resource Center, hereinafter referred to as "SSWRC "; and, WHEREAS, the LESSOR desires to lease such land to develop, own, and operate in conjunction with the LESSOR a biosolids waste gasification facility (the "Facility ") located at the SSWRC capable of supplying thermal energy to a sludge dryer and other components of the SSWRC. THEREFORE, for and in consideration of the rents, covenants, agreements, and conditions hereinafter reserved, made and entered into, it is agreed, by and between the parties as follows: ARTICLE I - LEASE DESCRIPTION LESSOR has Ieased and does by these presents demise, lease and rent unto LESSEE and LESSEE does hereby lease from LESSOR, the following property, otherwise known as "Premises ", located and being in the City of Sanford, Florida, and being a part of the premises usually known and designated as the SSWRC property: SEE LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT "A' LESSOR makes no representations or warranties as to the condition of the Premises, including subsurface, and the Premises are leased "as is ", except as provided in Section 19.8 herein. ARTICLE 2 - PERMITTED USES (a) LESSEE shall be pemutted to use the Premises to construct, operate, and maintain the Facility in accordance with that certain Biosolids Conversion and Thermal Energy Purchase Agreement (the "Energy Agreement") between the LESSOR and MaxWest Environmental Systems, Inc:., dated March 24, 2008, as assigned from MaxWest Environmental Systems, Inc. to LESSEE in an Assignment dated 2008. (b) LESSEE shall be permitted to use the Premises and improvements thereon in a manner consistent with the above permitted uses and the operation of the SSWRC. Any other use must be requested in writing to the LESSOR. ARTICLE 3 - TERM & OPTION PERIODS 3.1 - Term - This Lease shall have an initial term which shall commence upon the date this Lease Agreement is executed by both parties hereto and shall end six months after the twentieth anniversary of the Commercial Operation Date, as that term is defined in the Energy Agreement. 3.2 — Renewal Options - This lease is not renewable. ARTICLE 4 - RENTAL CHARGES 4.1- Rent - LESSEE shall pay an annual rent in the amount of Ten Dollars ($10.00) per year, plus the applicable Florida sales tax thereon. The first such payment shall be made upon the execution of this Lease by both parties. Subsequent payments will be due on January 2 " (or the first day thereafter on which the state and federal banks located in Sanford, Florida, are not required or permitted to be closed) of each year. All rental payments shall be made to the LESSOR's -2- address on the invoice or at such other place or places as LESSOR shall from time to time designate by written notice to LESSEE. 4.2 — Taxes & Assessments - (a) Taxes & Assessments - As used herein the term "Taxes" shall mean all taxes, assessments, levies and other charges imposed by any lawful authority, including but not limited to real estate taxes, personal property taxes, sales and use taxes, and existing and future assessments which may be levied or assessed by any lawful authority covering the Premises irrespective of whether such taxes are assessed against real or personal property or the receipt of funds or benefits. The teem "Taxes" does not include taxes or other charges based upon or measured by net income of any person or the amount of capital employed or right to do business in any jurisdiction. (b) Property Taxes — All Taxes from time to time levied by a lawful authority on the value of the Premises, any improvement thereon, or personal property included in the Facilities shall be paid by and the responsibility of LESSEE. (c) Sales Taxes — All Taxes from time to time levied by lawful authority on the amount of rents for the Premises or the gross receipts from the sale of energy or disposal of waste shall be paid by and the responsibility of LESSEE. (d) Additional Provisions - Nothing herein contained shall prevent the LESSEE from contesting the validity of any Taxes; provided that in the event LESSEE contests any such Taxes, upon demand by LESSOR, LESSEE shall give to LESSOR adequate security against loss by reasons of such contest. In the event the authority levying, assessing or charging any Taxes referred to herein does not forward the notice of such Taxes directly to the LESSEE, the LESSOR shall deliver the same to the LESSEE within ten (10) days after the LESSOR receives the same. Any taxes not otherwise provided for hereinabove shall be the responsibility of the LESSEE. ARTICLE S - IMPROVEMENTS & ALTERATIONS 5.1- Completion of Improvements & Alterations - (a) Subject to circumstances beyond the control of the LESSEE, the following improvements shall be installed upon the Premises within the times frame set forth below: Biosolids Waste Gasification Facility - Construction shall be completed and a certificate of occupancy issued on or before March 31, 2009. (b) LESSEE hereby covenants with LESSOR to proceed with due diligence on the installation and construction of the Facility identified above. The time frame within -3- which LESSEE is obligated to complete the construction project shall be extended should circumstances arise which are beyond the control of LESSEE which shall include governmental actions, labor strikes, unavailability of labor, materials or both, war or acts of terrorism, acts of God, any act or circumstance that may constitute an eviction or constructive eviction of LESSEE from any part of the Premises, any delay by LESSOR in approving plans and specifications for the Facility, and any unforeseen event or circumstance beyond LESSEE's control which adversely affects LESSEE from proceeding with installation and construction of the Facility in accordance with its installation schedule. (c) Upon completion of the Facility identified above in accordance with plans and specifications submitted and approved by LESSOR, LESSEE shall deliver a certificate of completion to LESSOR certifying that the project has been completed. 5.2 - Alterations - The LESSEE may make alterations, additions and improvements to the buildings without approval of the LESSOR, other than normal building permit approvals required by the ordinances of the City of Sanford, Florida and other government authorities with jurisdiction over the Premises. 5.3 - Damage to or Destruction of Improvements - If the improvements on the Premises shall be rendered, in LESSEE's sole judgment, untenable by fire, storm or other casualty during the tern of this Lease, or the Facilities damaged or destroyed, condemned or otherwise made unavailable to the LESSEE for its use in accordance with the Energy Agreement, LESSEE may, at LESSEE's option, to be evidenced by notice in writing given to LESSOR within thirty (30) days after the occurrence of such damage or destruction, elect to tenninate this Lease as of the date of the damage or destruction, or the LESSEE can repair or rebuild the improvement and resume tenancy. In the event LESSEE elects to terminate, LESSEE, at LESSOR's option, shall remove all debris and return the building area to a clean and graded condition. If the LESSEE elects to not terminate, rent will abate while the improvements are being restored, provided, however, that LESSEE shall be under an affirmative -4- obligation to restore the Premises as soon as reasonably possible, but in no case longer than one (1) year from date of happening of the occurrence. In any event, LESSEE shall be entitled to all proceeds of insurance and right of recovery against insurer on policies covering such damage or destruction and shall have the use of 100% of any proceeds from condemnation or other taking of the Premises. ARTICLE 6 - RIGHTS OF LESSEE 6.1— IngressXgress - In addition to all rights elsewhere in this Lease, the LESSEE shall have the rights of access which may reasonably be required for ingress and egress to the Premises for the LESSEE, its employees, guests, patrons, invitees, suppliers of materials and furnishers of service for its equipment, vehicles, machinery and other property, along such routes as may be prescribed by the LESSOR, without charge to the LESSEE or to said persons or property. 6.2 - hours of Operation - The LESSEE shall be permitted hours of operation of the permitted uses at its discretion; however, such hours must conform to all applicable laws, state and local. 6.3 - Quiet Enjoyment - The LESSOR hereby stipulates and agrees it is the owner of the Premises herein leased, free from encumbrances except those defined within this Lease. LESSOR does therefore agree that the LESSEE shall have the right of quiet enjoyment and peaceful possession of the Premises during the tenn of this Lease. LESSOR represents that it has the right to lease the Premises and appurtenances, rights and privileges herein granted, and has full power and authority to enter into this Lease. LESSOR covenants that upon payment by the LESSEE of the rents hereinafter reserved and upon the full -5- performance of and compliance with all the covenants and agreements by the LESSEE on its part to be performed and complied with hereunder, the LESSEE shall peaceably have and enjoy the Premises, appurtenances, facilities, rights and privileges in accordance with the terms hereof. 6.5 - Mortgage Lessee's Interest & Rights - The LESSEE shall have the right to mortgage LESSEE's interest under this Lease to any person authorized to make leasehold mortgage loans in the State of Florida without obtaining the prior consent of the LESSOR, subject, however, to the other terms and conditions of this Lease. (a) If the LESSEE shall mortgage its leasehold interest and if the holder of the mortgage or pledge shall forward to the LESSOR a duplicate original of the mortgage in form proper for recordation, or a copy of the mortgage certified as a true copy by the Office of Official Records of Seminole County, Florida together with a written notice setting forth the name and address of the leasehold mortgagee, then, until the time that the leasehold mortgage shall be satisfied of record, the following provisions of this Paragraph 6.5 shall apply. (b) Upon the occurrence of a default by LESSEE of any provision of this Lease, the LESSOR will serve any notice of default by the LESSEE under this Lease upon the leasehold mortgagee which notice shall be sent by LESSOR by certified mail, return receipt requested, to such mortgagee, which notice must specify the nature of each such default (the "Initial Notice ".) (c) The leasehold mortgagee, upon mailing by LESSOR of the Initial Notice shall have a period of forty -five (45) days within which to cure the default or cause the same to be cured or to commence to cure such default with diligence and continuity. (d) In the case of any default by the LESSEE, other than in the payment of money under this Lease, the LESSOR, will take no action to effect a termination of the term of this Lease by the service of a notice provided for in Paragraph 17.1 of the Lease by reason of any such default, without first giving to the leasehold mortgagee a reasonable time, not to exceed sixty (60) days from the mailing of the Initial Notice, within which either (i) to obtain possession of the Premises (including possession by a receiver) and cure such default in the case of a default which is susceptible of being cured when the leasehold mortgagee has obtained possession; or (ii) to institute foreclosure proceedings or otherwise commence to acquire the LESSEE's interest under the Lease. The leasehold mortgagee shall be required to pursue the foreclosure proceedings or other actions to acquire the LESSEE's interests under the Lease with diligence and continuity and thereafter to commence and diligently proceed to cure such default; provided, however, that the leasehold mortgagee shall not be required to continue to secure such possession or continue such foreclosure proceedings if the default which would have been the reason -6- for serving such a notice shall be cured, and provided further, that nothing in this Article 6 shall preclude the LESSOR from exercising any rights or remedies under this Lease with respect to any default by LESSEE under Paragraph 17.1 during any period of such forbearance. (e) The leasehold mortgagee may become the legal owner and holder of this Lease by foreclosure of its mortgage or as a result of the assignment of this Lease in lieu of foreclosure, whereupon such leasehold mortgagee shall immediately become and remain liable under this Lease as provided in Paragraph 6(f) below. The leasehold mortgagee may assign this Lease with the LESSOR's prior written consent to any assignee which meets the Standards. (f) In the event that a leasehold mortgagee shall become the owner or holder of the LESSEE's interest by foreclosure of its mortgage or by assignment of this Lease in lieu of foreclosure or otherwise, LESSOR will attorn to the leasehold mortgagee as the successor lessee under this Lease and the tern "LESSEE ", as used in this Lease, means only the owner or holder of the LESSEE's interest for the time being so that, in the event of a sale, assignment or other disposition of the LESSEE's interest in this Lease by the mortgagee, the mortgagee shall be entirely freed and relieved of all covenants and obligations of the LESSEE under this Lease upon delivery to the LESSOR of evidence acceptable to the LESSOR that the purchaser or assignee of LESSEE's interest has assumed and agreed to carry out any and all covenants and obligations of LESSEE. (g) Within ten (10) days after written request by LESSEE or by LESSEE's leasehold mortgagee, or in the event that upon any sale, or assignment of LESSEE's interest in this Lease by LESSEE or LESSEE's leasehold mortgagee, the LESSOR agrees to deliver in recordable form a certificate to any proposed leasehold mortgagee, purchaser, assignee or to LESSEE, certifying (if such be the case) (i) that this Lease is in full force and effect; and (ii) that the LESSOR has no knowledge of any default under this Lease, or if any default exists, specifying the nature of the default. (h) So long as the LESSEE's interest in this Lease shall be mortgaged to a leasehold mortgagee, the parties agree for the benefit of such leasehold mortgagee that the LESSOR shall not sell, grant or convey to the LESSEE all or any portion of the LESSOR's fee simple title to the Premises without the prior written consent of such mortgagee. This subparagraph shall not be construed to prevent a sale, grant or conveyance of the LESSOR's fee simple title by the LESSOR to any person, firm or corporation other than the LESSEE, its successors, legal representatives and assigns. (i) Any leasehold mortgage shall be specifically subject and subordinate to the LESSOR's rights under this Lease. The sentence immediately preceding shall not be deemed or construed (by implication or otherwise) to impose or establish upon the LESSEE's interest in this Lease or upon the lien of any leasehold mortgage the superiority of any lien or encumbrance, including, without limitation, the lien of any fee mortgage, judgment or tax created directly or indirectly by, through or against the LESSOR or the LESSOR's interest in this Lease. Despite any provision which is or may appear to be to -7- the contrary in this Lease, under no circumstances whatsoever shall the fee simple title interest of the LESSOR in the Premises, or any portion of them, be subordinated, except for a mortgage on LESSEE's leasehold interest. ARTICLE 7 - OBLIGATIONS OF LESSEE 7.1– Compliance With Laws — The LESSEE at all times shall obey and promptly comply with all present and future laws, resolutions and ordinances of the federal government, the State of Florida, the County of Seminole, the City of Sanford and any political subdivisions thereof having jurisdiction of or respecting the condition of the Premises acid /or the use made thereof and/or any business conducted thereon or in connection therewith, and with all lawful orders, regulations and requirements of all government authorities or agencies which may have jurisdiction. The LESSEE shall not use the Premises hereunder, or permit the same to be used, for any unlawful or immoral purposes, or do in or upon or about the Premises, or permit the doing therein or thereon or thereabout, of anything which tends to create a nuisance. 7.2 - Subordination - The LESSEE recognizes and agrees that the real property which is the subject of this Lease, cannot and shall not be subordinated to any loan, lien or obligation of the LESSEE; however, the LESSOR does agree the LESSEE may pledge as security, the LESSEE's Leasehold Interest in the Premises being only those rights held by the LESSEE under this Lease. 73 - Conduct - The LESSEE shall conduct its operation hereunder in an orderly and proper manner considering the nature of such operation so as not to unreasonably annoy, disturb, endanger or be offensive to others at the SSWRC. The LESSEE shall within reason, control the conduct, demeanor and appearance of its employees, invitees, and all those doing business with it and, -8- upon objection from any such person, shall promptly take all reasonable steps necessary to remove the cause of objection. 7.4 - No Unlawful Conduct - The LESSEE shall commit no unlawful nuisance, waste or injury on the Premises and shall not do or permit to be done anything which may result in the creation or commission or maintenance of such nuisance, waste or injury on the Premises. 7.5 - Utilities & Fixtures - The LESSEE shall provide for all lights, gas, electrical current, water and sewers used anywhere in or about the Premises, and shall pay the charges made thereof promptly when due. It is further understood and agreed that LESSEE shall furnish and pay for all air conditioning and heating of such space, if such air conditioning and heating is used. LESSEE agrees to keep all fixtures pertaining to water, sewer and electrical systems located within the Premises in good order and repair and agrees that it is liable for any damage to such systems if such damage is caused by LESSEE or is due to negligence of the LESSEE. 7.5 - Maintenance of Premises - LESSEE, at its expense, shall maintain in a good and safe condition the interior and exterior of the facilities located on the Premises and the same shall at all times be painted (if applicable) so as to present an appearance consistent with the other buildings at the SSWRC, all at the sole cost and expense of LESSEE. LESSEE shall at all times and at its own cost and expense, make all repairs as may be needed, including air conditioning, heating and sprinkler systems. In addition, LESSEE agrees to provide all necessary cleaning services for the Premises and to provide the necessary management and labor personnel to perform continuing maintenance of the Premises, including related and associated appurtenances, installed and operational equipment and utility services. Such maintenance shall be at LESSEE's sole expense and shall be subject to general monitoring by LESSOR to insure a high quality of appearance and structural condition commensurate with the maintenance and safety standards at the SSWRC. The accumulation of rubbish, trash, rags, cans, grease, food items, gasoline or other combustible materials in or about the Premises by the LESSEE will not be tolerated. LESSEE shall keep the Premises clean at all times and it shall be subject to inspection by the SSWRC Manager, or his designee, at any time and if found to be considered a fire or accident hazard, LESSEE shall be so informed and LESSEE shall have forty -eight (48) hours to clean the area to the SSWRC Manager's satisfaction. 7.7 - Operational Expense & Monitoring - All operational facilities on the Premises shall be at the sole expense of LESSEE and shall be subject to the general monitoring by the LESSOR to insure the continuing quality of standards expected of similar facilities at other locations. 7.8 - Lessee & Lessor Relationship - It is mutually understood and agreed that nothing herein contained is intended or shall be construed as in any way creating or establishing the relationship of co- partners between the parties hereto or as constituting the LESSEE as the agent or representative of LESSOR for any purpose or any manner whatsoever. 7.9 -- Employee Oversight — (a) The LESSEE shall be responsible for the professional quality, accepted standards, technical accuracy, neatness of appearance of employees, employee conduct, safety, and the coordination of all services furnished by the LESSEE under this Lease as well as the conduct of its star personnel, employees and agents. All LESSEE employees shall at all times when performing work wear identification badges which, at a minimum, provides the name of the employee and the LESSEE. -10- (b) The LESSEE shall provide to the LESSOR a list of employees working on the Facility. The LESSEE shall provide to the LESSOR a list of employee working days, times and assignments within forty-eight (48) hours of the LESSOR's written request for such information. This information, when requested by the LESSOR, shall be provided to the LESSOR prior to the employees of the LESSEE entering the LESSOR's premises. (e) The LESSEE shall comply with Section 2 -67 of the Sanford City Code as it relates to security screenings of private contractors and employees of private contractors. The LESSEE shall cause each person found by the City Commmission to be functioning in a position critical to the security and/or public safety of the LESSOR by reason of access to any publicly owned or operated facility to undergo the following inquiries and procedures conducted by the City of Sanford: (1) Fingerprinting in accordance with the LESSOR's pre - employment procedures, (2) Submission of the fingerprints to the Florida Department of Law Enforcement for state criminal history evaluation, and (3) Submission of the fingerprints to the Federal Bureau of Investigation for a national criminal history evaluation. Such confidential information shall be used by the LESSOR to determine a person's eligibility to finiction in such critical employment position(s) as described. Additionally, the LESSOR may request and the LESSEE shall provide the name, address and social security number and licenses (driver's, commercial drivers license or CDL, or other operator's license) for employees of the LESSEE that may work on the LESSOR's premises in positions found by the City Commission to be critical to the security and/or public safety of the LESSOR by reason of access to any publicly owned or operated facility. The LESSEE shall release such information upon approval of the employees. If an employee refuses to authorize the release of their address, social security number and/or licenses they shall not be allowed to work or continue to work in such critical positions. ARTICLE 8 - RIGHTS OF LESSOR 8.1- SSWRC Development - The LESSOR expressly reserves the right to further develop or improve any area of the SSWRC (other than the Premises) as the LESSOR deems proper, regardless of the desires or views of the LESSEE, and without interference or hindrance. 8.2 - Assurance of Lessee Performance - Nothing in this Lease shall in any way be construed as preventing, or in any manner inhibiting, the LESSOR from taking such steps as it may deem necessary to insure that the -ll - performance of LESSEE in the conduct of its business operation is compatible with the operation of an SSWRC by LESSOR. 8.3 - Cumulative Rights - The rights of LESSOR hereunder shall be deemed cumulative and shall not be exhausted by one exercise thereof, and shall not exclude any other rights and remedies authorized by law, and no waiver by the LESSOR of any defaults shall operate as a waiver of any future defaults. ARTICLE 9 - RIGHT OF ENTRY The LESSOR, or its representatives, shall have the right to enter upon the Premises for any property or life threatening emergency and at any reasonable hour for the purpose of examining the same, or for any other lawful purpose. ARTICLE 10 - CONTROL OVER SSWRC The LESSEE, under the tenns of this Lease, shall not be in control or possession of the SSWRC except as to the parts hereof leased exclusively to the LESSEE, and the LESSEE does not assume responsibility for the conduct or operation of the SSWRC or for the physical or other conditions of the portions thereof not included within the terms of this lease. The LESSEE is and shall be an independent contractor and operator, responsible to all parties for all of its acts or omissions and the LESSOR shall in no way be responsible therefor. ARTICLE 11- INDEMNIFICATION & INSURANCE 11.1 - Indemnification - To the fullest extent permitted by law, the LESSEE shall indemnify, hold harmless and defend the LESSOR, its agents, servants, officers, officials and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support -12- services, and the actual costs incurred for expert witness testimony, arising out of or resulting from the performance or provision of services required under this Lease, to the extent that same is caused by the error, omission, negligent act, failure to act, breach of contract obligation, malfeasance, misfeasance, negligent conduct, or misconduct of the LESSEE, its agents, servants, officers, officials, employees, or subcontractors. Additionally, the LESSEE accepts responsibility for all damages resulting in any way related to the negligent performance of the work contemplated hereunder, in accordance with Section 725.08, Florida Statutes. In no event, shall either party be responsible or liable to the other for any incidental, consequential, or indirect damages whether arising by contract or tort. Nothing herein shall be deemed to affect the rights, privileges, and immunities of the LESSOR as set forth in Section 768.28, Florida Statutes. In claims against any person or entity indemnified under this Section by an employee of the LESSEE or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the LESSEE or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. The execution of this Lease by the LESSEE shall obligate the LESSEE to comply with the indemnification provision in this Lease; provided, however, that the LESSEE must also comply with the provisions of this Lease relating to insurance coverages. The LESSEE shall submit a report to the LESSOR within twenty -four (24) hours of the date of any incident resulting in damage or which is reasonably likely to result in a claim of damage. -13- 21.2 — Insurance — The LESSEE shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the City and with only such terms and conditions as may be acceptable to the LESSOR: (a) Workers Compensation/Employer Liability: The LESSEE shall provide Workers Compensation for all employees. The limits will be statutory limits for Worker's Compensation insurance and $1,000,000 for Employer's Liability. (b) Comprehensive General Liability. The LESSEE will provide coverage for all operations including, but not limited to, contractual, products and complete operations and personal injury. The limits will not be less than $3,000,000 per occurrence / $3,000,000.00 aggregate. (c) Comprehensive Automobile Liability: The LESSEE shall provide complete coverage for owned and non -owned vehicles for limits not less than $3,000,000 Combined Single Limit (CSL). All insurance other than Workers Compensation to be maintained by the LESSEE shall specifically include the LESSOR as an additional insured. The LESSEE shall provide Certificates of Insurance to the LESSOR evidencing that all such required insurance is in effect within thirty (30) days of the effective date hereof These Certificates of Insurance shall become part of this Lease. Neither approval by the LESSOR nor failure to disapprove the insurance furnished by a LESSEE shall relieve the LESSEE of the LESSEE's full responsibility for performance of any obligation including the LESSEE's indemnification of the LESSOR under this Lease. If, during the period which an insurance company is providing the insurance coverage required by this Lease, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best's Rating and Financial Size Category, the LESSEE shall, as soon as the LESSEE has knowledge of any such circumstance, immediately -14- notify the LESSOR and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Lease. Until such time as the LESSEE has replaced the unacceptable insurer with insurance acceptable to the LESSOR, the LESSEE shall be deemed to be in default of this Lease. The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty (30) days prior notice will be given to the LESSOR by submission of a new Certificate of Insurance. The LESSEE shall furnish Certificate of Insurance directly to the LESSOR's designated representative. The certificates shall clearly indicate that the LESSEE has obtained insurance of the type, amount and classification required by this Lease. Nothing in this Lease or any action relating to this Lease shall be construed as the LESSOR waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. The LESSOR shall not be obligated or liable under the terms of this Lease to any party other than the LESSEE. There are no third party beneficiaries to this Lease. The LESSEE is not an agent, representative, or employee of the LESSOR. The LESSOR shall have no liability except as specifically provided in this Lease. All insurance shall be primary to, and not contribute with, any insurance or self - insurance maintained by the LESSOR. ARTICLE 12 - ASSIGNMENT OR SUBLEASING The LESSEE shall not assign this Lease or any interest therein, nor underlet or sublet all or any part of the Premises, rights or privileges, without the prior written consent of LESSOR, which may be withheld by the LESSOR for any reason. No assignment of this Lease shall relieve or release the LESSEE from any obligation, duty, or liability herein or hereunder. In the event of any lawful and proper assignment, the LESSOR shall be authorized to deal with any -15- assignees fully and completely as though he/she or it had been the original lessee hereunder, without notice to the LESSEE. No consent by the LESSOR to any subsequent assignment or subletting shall operate as consent to any other future assignment or subletting, operate as a waiver of the requirement of the LESSOR's consent thereto. The LESSEE shall furnish the LESSOR with a fully executed copy of any assignment made hereunder. ARTICLE 13 - AND EQUAL OPPORTUNITY EMPLOYMENT The LESSEE agrees that it will not discriminate against any employee or applicant for employment for work under this Lease because of race, color, religion, sex, age, national origin or disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or their forms or compensation; and selection for training, including apprenticeship. The LESSEE, moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. ARTICLE 14 - MISCELLANEOUS PROVISIONS 14.1 - Non - Exclusive Rights - Notwithstanding anything contained herein that may be or appear to be to the contrary, it is expressly understood and agreed that the rights granted under this Lease are non - exclusive and the LESSOR reserves the right to grant similar privileges to others on the SSWRC; provided, -16- however, that the LESSEE shall have exclusive possession of the Premises during the term of this Lease so long as there has been no default under this Lease. 14.2 - Binding Lease - This Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 14.3 -- Memorandum of Lease Agreement -- LESSOR and LESSEE agree to execute the Memorandum of Lease Agreement attached hereto as Exhibit `B" ARTICLE 15 — NOTICES Notices to the LESSOR provided for herein shall be sufficient if sent by registered or certified mail, postage prepaid, addressed to the LESSOR at: City of Sanford Attn: Paul R. Moore, Director of Utilities 300 N. Park Avenue Sanford, Florida 32771 and notices to the LESSEE shall be sufficient if sent by registered or certified mail, postage prepaid, addressed to the LESSEE at: MaxWest- Sanford, LLC Attn: Richard Heien, President 1502 Augusta, Suite 120 Houston, TX 77057 or to such other respective address as the parties may designate, in writing, from time to time. ARTICLE 16 - WAIVER OF JURY TRIAL; VENUE; CHOICE OF LAW If legal action ensues between the LESSOR and the LESSEE, each party hereby waives any right to a trial by jury in any such action arising out of, or based upon, this Lease. With -17- respect to any legal action or dispute arising between the parties hereto venue shall be Seminole County, Florida. This Lease shall be governed by Florida law. ARTICLE 17 - TERMINATION OF LEASE BY LESSOR 17.1— Termination by LESSOR In addition to any other rights given LESSOR under this Lease, the LESSOR may terminate this Lease upon the breach by LESSEE of any of the covenants or agreements contained herein on its part to be kept and performed, and the failure of the LESSEE to remedy such breach for a period of sixty (60) days after receipt of written notice fiom LESSOR of the existence of such breach. 17.2 — Continued Performance - Continued performance by the LESSOR under this Lease for any period or periods after a default of any of the terms, covenants, and conditions herein contained to be performed, kept and observed by the LESSEE, shall not be deemed a waiver of any right on the part of the LESSOR to terminate this Lease for such default. No waiver by the LESSOR of default by the LESSEE of any of the terms, covenants or conditions hereof to be performed, kept and observed by the LESSEE shall be construed to be or act as a waiver by the LESSOR of any subsequent default. 17.3 - Termination of the Energy Agreement – The termination of the Energy Agreement by either party to the Energy Agreement shall automatically operate to terminate this Lease. 17A - Attorney Fees - If a civil action or proceeding (including administrative actions) is filed to enforce or to obtain a judicial declaration of this Lease, then the prevailing party in such action shall recover from the non - prevailing party all of the prevailing party's litigation expenses which were -18- reasonably and necessarily expended. Litigation expenses means investigative expenses, private investigation expenses, services of process charges, court costs, and attorney's fees. This covenant shall apply to all trial level and appellate actions or proceedings. ARTICLE 18 - TERMINATION OF LEASE BY LESSEE The LESSEE, in addition to any right of termination or any other right herein given LESSEE, may terminate this Lease by giving thirty (30) days written notice to LESSOR, given upon or promptly after the happening of any one of the following events: 18.1- Breach by LESSOR - The breach by LESSOR of any of the covenants or agreements contained herein on its part to be kept and performed, and the failure of the LESSOR to remedy such breach for a period of sixty (60) days after receipt of written notice from LESSEE of the existence of such breach. 18.2 - Inability to Use Premises - The inability of LESSEE to use the Premises continuing for a longer period than sixty (60) days, due to any law or order, rule or regulations of any appropriate governmental authority having jurisdiction over the Premises, or with the operation of LESSEE, or due to war, earthquake, or other casualty, provided the negligence or other fault of the LESSEE is not the cause of such inability of the LESSEE to use the Premises. 18.3 — Termination of the Energy Agreement — The Termination of the Energy Agreement by either party to the Energy Agreement shall automatically operate to terminate this Lease. -19- ARTICLE 19 - ENVIRONMENTAL INDEMNIFICATION 19.1 - Uses Not Permitted - The LESSEE shall not use or permit the Premises or any part thereof to be used to generate, manufacture, refine, treat, store, handle, transport, dispose of, transfer, produce or process Hazardous Materials, except, (1) Hazardous Materials necessary for business operations or to maintain the improvements on the Premises and then, only in amounts necessary for such operations acid maintenance, and (11) Hazardous Materials that consist of biosolids delivered by the LESSOR to the LESSEE in accordance with the Energy Agreement. LESSEE shall not permit, as a result of any intentional or unintentional act or omission on its part or by any tenant, subtenant, licensee, guest, invitee, contractor, employee or agent of LESSEE (collectively, "Lessee's Agents "), the storage, transportation, disposal or use of Hazardous Materials or the release or threat of release of Hazardous Materials on, from or beneath the Premises or onto any other property excluding, however, (1) those Hazardous Materials in those amounts ordinarily found in the inventory of or used in the operation and maintenance of buildings such as the Facility and related facilities, and (11) Hazardous Materials consisting of biosolids delivered by the LESSOR to the LESSEE in accordance with the Energy Agreement. In every case, all Hazardous Materials stored, transported, used or disposed of on, from or beneath the Premises shall be stored, transported, used and disposed of in compliance with all federal, state or local laws, regulations, or rules relating to the discharge of materials into the environment. For purposes of this Lease, the term "Hazardous Substances" shall mean and include those elements or compounds which are contained in the list of hazardous substances adopted by the United States Environmental Protection Agency ( "EPA'l and the list of toxic pollutants designated by Congress or the EPA or defined by any other federal, state or local statute, law, ordinance, code, -20- rule, regulation, order or decree regulating, relating to, or imposing liability (including strict liability) or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereinafter in effect_ Upon the occurrence of any release or threat of release of Hazardous Materials on, from or beneath the Premises caused by LESSEE or Lessee's Agents during the term of this Lease, the LESSEE shall promptly commence and perform., or cause to be commenced and performed promptly, without cost to the LESSOR, all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials so released, on, from or beneath the Premises or other property, in compliance with all environmental regulations. 19.2 - Compliance with Environmental Regulations - The LESSEE shall use its best efforts to cause all Lessee's Agents to comply with all environmental regulations with respect to the Premises; provided, however, that notwithstanding that a portion of this covenant is limited to the LESSEE's use of its best efforts, the LESSEE shall remain solely responsible for ensuring such compliance and such limitation shall not diminish or affect in any way the LESSEE's obligations contained in Paragraph 19.3. Upon receipt of any notice during the terra of this Lease from any person with regard to the release of Hazardous Materials on, from or beneath the Premises occurring during the term of this Lease, the LESSEE shall give prompt written notice thereof to the LESSOR (and, in any event, prior to the expiration of any period in which to respond to such notice under any environmental regulations.) 19.3 - Fold Harmless - The LESSEE shall defend, indemnify and hold harmless the LESSOR, and each of its employees, agents, officers, directors, trustees, successors and assigns, from and against any -21- claims, demands, penalties, fines, attorneys' fees (including, without limitation, attorneys' fees incurred to enforce the indemnification contained in this Article 19), consultants' fees, investigation and laboratory fees, liabilities, settlements (five (5) Business Days' prior notice of which the LESSOR shall have delivered to the LESSEE), court costs, damages, losses, costs or expenses of whatever kind or nature, known or unknown, contingent or otherwise, occurring in whole or in part, arising out of, or in any way related to, (1) the presence, disposal, release, threat of release, removal, discharge, storage or transportation of any Hazardous Materials on, from or beneath the Premises resulting from LESSEE's or Lessee's Agents use of the Premises during the term of this Lease, (II) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to LESSEE's or Lessee's Agents use of Hazardous Materials on the Premises during the tenn of this Lease, (III) any lawsuit brought or threatened, settlement reached (five (5) Business Days' prior notice of which the LESSOR shall have delivered to the LESSEE) as a result of the release of Hazardous Materials caused by LESSEE or Lessee's Agents during the term of this Lease, or governmental order relating to release or threat of release, storage or use of Hazardous Materials on, from or beneath any of the Premises caused by LESSEE or Lessee's Agents during the term of this Lease, (IV) any violation of environmental regulations.or Paragraphs 19.1 or 19.2 hereof by LESSEE or any of Lessee's Agents, and (V) the imposition of any governmental lien for the recovery of environmental cleanup or removal costs as a result of the release or threat of a release, use or storage of Hazardous Materials caused by LESSEE or Lessee's Agents during the term of this Lease. To the extent that the LESSEE is strictly liable under any environmental regulation, its obligation to the LESSOR and the other indemnities under the foregoing indemnification shall likewise be without regard to fault on its part with respect to the violation of any environmental regulation which results in liability to any -22- indemnitee. LESSEE'S obligation and liabilities under this Article 19 shall survive any termination of this Lease prior to expiration of the initial term of this Lease. 19.4 - Maintenance & Inspection - The LESSEE shall conform to and carry out a reasonable program of maintenance and inspection applicable to its operation. 19.5 - Property Restoration - Upon termination of this Lease, for any reason whatsoever, LESSEE shall be responsible for any tanks or containers existing on the. Premises and restoring the Premises to the condition it was found to be in at the commencement of the Lease if requested to do so by LESSOR. 19.6 - Covenants Remain in Full Force - The covenants of the LESSEE contained in this Article shall remain in full force and effect after the termination of this Lease until the later of (I) the expiration of the period stated in the applicable statute of limitations during which a claim or cause of action may be brought and (11) payment in full or the satisfaction of such claim or cause of action and of all expense and charges incurred by the LESSOR relating to the enforcement of the provisions herein specified. 19.7 — Representations and Warranties of LESSOR — LESSOR represents that neither LESSOR nor, to the best of its knowledge, any agent, employee or representative of LESSOR has caused or permitted materials to be disposed of on, under or at the Premises, which materials, if known to be present, would require cleanup, removal or some other remedial action under any Federal or State environmental laws and agrees that it will not deliver to the Premises any biosolids under the Energy Agreement that would be considered a Hazardous Material because of its composition, concentration, toxicity, or -23- carcinogenic effect. LESSOR is not subject to any judgment, decree, order or citation related to or arising out of environmental laws, and LESSOR has not been named or listed as a potentially responsible party by any governmental body or agency in a matter arising under any environ- mental laws. No Hazardous Materials, pollutants or contaminants have been released or discharged onto the Premises or into any water body on the Premises by LESSOR or at LESSOR's direction, or to the best knowledge of LESSOR, by any other person. To the best of LESSOR's knowledge, there are not now, nor have there been any storage tanks, including associated piping, on, under or at the Premises. LESSOR has not received notice of and knows of no violation of any Federal or State environmental laws on the Premises which may directly or indirectly affect the Premises. To the best of LESSOR's knowledge, there does not exist on the Premises any condition or circumstance which requires or may, in the future, require cleanup, removal or other remedial action or other response under environmental laws on the part of the LESSOR or a subsequent owner of all or any portion of the Premises or which would subject the LESSOR or a subsequent owner of all or any portion of the Premises to penalties, damages or injunctive relief. ARTICLE 20 - IMPOSSIBILITY OF PERFORMANCE OF LESSOR The LESSOR may, at any time during the term hereof, discontinue the operation and maintenance of either or all or any part of the SSWRC, or lease or sell the same to the United States of Arnerica, the State of Florida, or any agency, branch, bureau, department or subdivision of the same, or any governmental or political subdivision thereof, but in such event, the LESSOR shall use all reasonable efforts to enable LESSEE to continue its occupancy of the Premises under the same terms and conditions as provided herein. In the event of the happening of any of the foregoing events or in the event of the total or partial destruction thereof by fire, acts of God, -24- public enemy, accident or casualty, so that the said SS'WRC or the Premises is rendered unusable by LESSEE for the uses and purposes for which leased, the Lease shall be terminated at the option of LESSEE. In the event of a partial or absolute taking of the Premises by the United States, the State of Florida, or any agency, branch, bureau, department or subdivision thereof and in the event said Premises are leased to any thereof and the LESSOR cannot enable LESSEE to continue its business under the same terms and conditions as provided herein, in accordance with the foregoing terms hereof, both parties shall have the right to pursue a condemnation award and shall cooperate with each other to do so with the LESSEE being entitled to any award for loss of business, moving expenses, and taking of improvements comprising the Premises and the LESSOR being entitled to all other amounts awarded. ARTICLE 21- SURRENDER The LESSEE and LESSOR agree that all improvements to the Premises, including buildings and utilities or other appurtenances, are the property of the LESSEE. The LESSEE and LESSOR further agree that the Facility shall never be deemed or considered as a fixture that has attached to any real property owned by LESSOR. The LESSEE shall yield and deliver possession of the Premises to the LESSOR at the termination of this Lease, by expiration of time or otherwise, or of any renewal or extension hereof, in good condition, excepting only reasonable wear and tear, fire or other casualty, and the LESSEE shall have the right at any time during said term, or any renewal or extension hereof, and for six (6) months after the termination hereof, to remove its property therefrom as llereinbefore stated. Upon termination of this Lease, for any reason whatsoever, LESSEE shall remove any or all buildings or other improvements existing on the Premises if directed to do so by LESSOR. -25- ARTICLE 22 - ENTIRE AGREEMENT The parties mutually represent and warrant to each other that this Lease, consisting of Articles I through 22, inclusive, and Exhibit A constitute the final Lease of the parties on its subject matter and may not be changed, modified, discharged or extended except by written instrument duly executed by the parties. The parties agree that no previous representations or warranties shall be binding upon either party nor has the execution of this Lease been induced on the part of any party except as expressed in writing in this Lease. -26- ARTICLE 23 - SIGNATURES IN WITNESS WHEREOF, the Parties hereto have executed these presents as of the day and year first written above. Signed, sealed and delivered in presence of: AS TO LESSOR: City of Sanford Attest: �9" (. A,,, 0 Name: Robet:t h Title: City Manager Date: Dl, (& DQ '=5 -, =:�/ v-- Name: Lind Kuhn Title: Mayor Date: . q 0` -27- AS TO L»SSEL: MaxWest , LLC Attest EXHIBIT A Legal Description of the Premises wretch and Description: Legri l l,7escx"l tlor,t A PORTION OF LOT 54, SANFORD CELERY DELTA, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 1. PAGES 75 AND 75, PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA. BFING MORE PARTICULARLY DESCRIBED AS FOIJ.OWS: COMMENCE AT THE NORTHEAST CORNER OF LOT 53. SANFORD CELERY DELTA, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGES 75 AND 78, PUBLIC RECORDS OF SEMINOLE COUNTY. FLORIDA; THENCE RUN SOUTH 001111" WEST ALONG THE EAST LINE OF SAID LOT 53 ALSO BEING THE WEST RIGHT OF WAY LINE OF CAMERON AVENUE 30 FOOT RIGHT OF WAY) A DISTANCE OF 642.27 FEET TO THE EAST LINE OF SAID LOT 53; THENCE DEPARTING THE SOU'iHEAST CORNER OF SAID LOT 53 RUN SOUTH 893442" WEST ALONG THE SOUTH LINE OF LOTS 53 AND 54 ACCORDING TO SAID PLAT OF SANFORD CELERY DELTA, A DISTANCE OF 966.10 FEET; THENCE DEPARTING SAID SOUTH UNE OF LOT 54 RUN NORTH 00'25'16" WEST. A DISTANCE OF 58.15 FEET TO THE POINT OF BEGINNING; THENCE RUN SOUTH 89'36'30" WEST, A DISTANCE OF 29.67 FEET; THENCE RUN NORTH 00 23'30 WEST. A DISTANCE OF 8.34 FEET; THENCE RUN SOUTH 89'36'30" WEST, A DISTANCE OF 50.33 FEET, THENCE RUN NORTH 00'23'30' WEST, A DISTANCE OF 70.00 FEET; THENCE RUN NORTH 8916'30" EAST, A DISTANCE OF 80.00 FEET; THENCE RUN SOUTH 00'23`33" EAST, A DISTANCE OF 41.01 FEET; THENCE RUN NORTH 8936'36" EAST, A DISTANCE OF 17.00 FEET; THENCE RUN SOUTH 002T-W EAST, A DISTANCE OF 29.00 FEET. IMOCE RUM SW'TH $936'13';" VIE9F A t11STANCE OF 17_00 FEET, 1HEW:E RUN SOUTH 0073-3t>i EAST, A WTANCE OF 8.33 FEET TO 1HE POW OF BEGINNING. CONTAINING 6.340 SQUARE FEET. 0.15 ACRE MORE OR LESS. AWREM77ON LEGEND? WM= ^ AMAL A - DELTA - MR PIPE -• APP MUNTE 590 Wei o FaIran SIMS! DEED AVG - AVOL44C - � RMAR It CAP -_ DEED CWTION - BEARING $A513 D DEPART)AWT B GUOLOING DN ND DTkITY r D PA�SEI D - KMCN MARK Pas EAT (B(M POO ^ POINT ON UNE $O Fr L� ^ CH EN ^ EM OF PA EIiDn Go ^ WON) BEARQOG C*T - EA90aw CM i! - CERTIFIFO CORNER FDOT - FLORIDA 0WART TENT OF. PB RECORD NUMBER IFT TRANSPORTATION C _ - ankmeni: Mmaamr FFm - FOFIND F. - CD FPP& - TL "M AND LIM (O} » OW (SUIE PIARO S unrer Akd es: T. "NOT VALID WITHOUT THE SIONATURE AND 7FE ORICMAL RAISED SEAL OF A FLORIDA UCENSED SURVEYOR AND MAPPER% 2 ADDITIONS OR DELETIONS TO SURVEY MAPS OR RMRTS BY OTHER THAN THE SIGNING PARTY OR PARTIES IS PROHIMEO WITHOUT WRITHN CONKM OF THE SIGNING PARTY OR PARTIES, 3. BEARINGS SHOWN HEREON ARE RELATIVE TO AMMEO DATA AS RMMC S 009111' W ALONG THE WEST RIGHT OF WAY LINE O!: CAMERA AVENUE. At THE 9.e6AL DETION" HEREON WAS PREPARED BY THE SURVEYOR PER 1HE CLIENT'S REQUEST. & THIS SKETCH & OESCW'NDN WAS PREPARED M MUT TILE BENEFIT OF AN ABSTRACT OR OPINION OF TITTE. NO INSTRUMENTS OF RECORD RIEFLECEM EASEMENTS, RIGHTS -OF -WAY, AND /OR OYMERSHIP WERE FURNISHED TO THIS SURVEYOR EXCEPT AS NOTED. 6. THIS 15 NOT A BOUNDARY SURYM THIS SKETCH AND DESCRIPTION WAS PREPARED FROM INFORMATION FURNISHED TO THE SURVEYOR, NO FIELD SURVEY WAS PERFORMED TO DEFINE OWNERSHIP. NOr YALo iN115►QUT SN£ET 2 57#E7 1 OF 2 EW9690e (C O1.Na320 An*Uecb IldeAe AA2ED09Zi1) 1G.9.ua rum Laarr�sdsrk. A::=Ta".�aoAOaasa3 Plate IstlrttinDxt SCltrTlis4e GOVT - ODVIDINA1l7JT ^ RANGE 46 EAST IP - MR PIPE PPC C� 590 Wei o FaIran SIMS! � - � RMAR It CAP FACE - PCP Lei - Lamm BUSINESS NUMBER pus 1 a - RlSHT -or WAY D » NAIL AND DMft Pas NR ,. MM - BAWL POO ^ POINT ON UNE $O Fr Ni Np� TAirMT PRO ^ TANGENT HEARING • NOWT. REwm TEffi am ORW RCaMS HOOK PRM a - Rt/ W PB - PLAT BOOK IFT -. POINT OF QIRYAIlRLE ROE ^ RANGE 46 EAST - POINT Of COMPOUND R ^ RADNS 590 Wei o FaIran SIMS! DANE T t�1TROL POINT a D FACE - P AW - OiaMT OF OnERSEOTION - RlSHT -or WAY - POINT OF BEGIN" rL - SECTION 07 - PONT OF OQUNIE CpIQN7 So C+3 2008 ^ POINT ON UNE $O Fr - SQUARE FEET - POINT OF REYDLSE 78 ^ TANGENT HEARING CU I V I U TEffi - TOMN12W RS V" - Rff>BtEwCE IVMML - POW OF TAtCsHW Rt/ W £AL'EIBIT - +M'DI E'urve -ror's Ceiffficatlon: I hereby certify that the attached "Sketch and Description' of the hereon— described property Is true and correct to the best of my knowledge, Information and belief as pre under my direction on September 29, 2008. 1 further certify that this "Sketch and Description" meats the minimum technical standards set forth in Chapter 61g17 -6 of the Florida Administrative code. For the Firm By. Thomas J Galloway Professional Surveyor and Mapper Florida Registration No. 6549 I Date-. 09/29/08 1 Job No. M13302.001 NIA I Flle: M13302.001 SKETCH & DESCRIPTION 9 -30 -06 MAXWEE T GAS'1FIC+JOITI ©N Sheet 590 Wei o FaIran SIMS! P.O. Aos28D8 ' SANFORD MM %"0 1 d277,I.2bAB 6ANfa m 1=LORM PitaRC40T82266l1 1 of2 Pr IO% 9fi3s SKETCH AND DESCAP310ii11 C+3 2008 Ir#h and t7escr%pfionr LOT 64 GRAPHIC SCALE LOT 53 o � � 120 Poc ` NE CORNER LOT 53 f ( W FEET ) I inch = 60 ft. 1. SANFORD CELERY DELTA PLAT BOOK 1, PAGES 75 & 76 1,] z CONTAINING 8,340 SQUARE FEET, . a 0.15 ACRE MORE OR LESS. z N89 0 38'30 "E 80.00' N o m Z 500 °23'33 "E 41.01' CS _ N89 °36'36 'E 17.001 m ..� M o St}0 °23'30"E 29.00' W 0 z S88'36'30"W S89°3&'13"VV 17.00' 50 3S' N00 °23'30 "W 800 °23'30 "E 8.33' 8.34' °o - �7c SE CORDER LOT 53 E S89 °36'3O"W n . _ 2947 z _ A S 8934'42" W 966.10' LOT 67 LOT 68 j SOUTH LINE LOT 53 & 54 m Z 4a a! z P. w EL � V SANFORD CELERY DELTA PLAT BOOK 1, PAGES 75 & 76 NOT BAUD WWOUT SHEET i pate; OW0108 J ob N M13302. SHEET 2 OF 2 Scam; 1"=60` FIIe; M13302.001 SKETCH & DESCRIPTION 9-30.08 taws 4- wa (C•0.2i51 � (TWI& Anz6rr M son Woarra M��M A sheet *"Aym 4-+j Ne.nfsl sar:jm� Fts2m SAN OM SOM WRC 2 m 7 eeircla tLtGNaL0000m9dD P.O. $o 614N FWMA a2rn Er�►soesr i 9aTadlc malt.. 07=6M 2 of 2 Fa�c40799!10644 SKETCH ANI] DESCMF M EXHIBIT B Memorandum of Lease Agreement -2-