HomeMy WebLinkAbout2017-106TERMINATION
OF
FEEDSTOCK SUPPLY AGREEMENT
AND
LANDFILL GAS INTERCONNECT AGREEMENT
by and between
INEOS New Planet BioEnergy, LLC
and
Indian River County Solid Waste Disposal District
Dated as of hely 18
, 2017
TERM 1 NATI ON
OF
FEEDSTOCK SUPPLY AGREEMENT
ANI)
LANDFILL CAS INTERCONNECT AGREEMENT
THIS TERMINATION AGREEMENT ( "Agreement") is made by and
between INEOS New Planet BioEnergy, I,I,C ("Company"), a Delaware limited liability
company, and the Indian River County Solid Waste Disposal District ("District"), a
special district of Indian River County, Florida on this 1 R day of _July , 2017
("Effective Date").
WITNESSETH:
WHEREAS, on July 15, 2011, the Parties entered into the Feedstock Supply
Agreement ("FSA"), which was subsequently amended by the First Amendment to
Feedstock Supply Agreement, dated March 13, 2012 ("First Amendment"), by the
Second Amendment to Feedstock Supply Agreement Concerning Cash Deposit and
Escrow Agreement of Section 7.4, dated April 25, 2012 ("Second Amendment"), by the
'Third Amendment to Feedstock Supply Agreement, dated November 13, 2012 ("Third
Amendment"), by the Fourth Amendment to Feedstock Supply Agreement, dated March
19, 2013 ("Fourth Amendment"), by the Fifth Amendment to Feedstock Supply
Agreement, dated May 21, 2013 ("Fifth Amendment"), by the Sixth Amendment to
Feedstock Supply Agreement, dated August 20, 2013 ("Sixth Amendment"), by the
Seventh Amendment to Feedstock Supply Agreement, dated December 17, 2013
("Seventh Amendment"), and by the Eighth Amendment to Feedstock Supply
Agreement, dated November 22, 2016 ("Eighth Amendment"), and by the Ninth
Amendment to Feedstock Supply Agreement, dated December 20, 2016 ("Ninth
Amendment"); and
WHEREAS, on December 13, 2011, the Parties entered into the Landfill Gas
Interconnect Agreement ("LFGA"), which was subsequently amended by the First
Amendment to Landfill Gas Interconnect Agreement, dated March 13, 2012 ("First
Amendment to LFGA"); and
WHEREAS, ArborOne, ACA ("ArborOne") is the Servicer for certain INEOS
New Planet BioEnergy LLC bonds (the "Bonds"), guaranteed in part by the U.S.
Department of Agriculture; and
WHEREAS, all Conditions Precedent were met and the FSA and LFGA were put
into operation; and
WHEREAS, the Company has determined to cease all operations of its Facility
as defined in the FSA as of December 31, 2016 and the Company and District have
agreed to return yard waste receiving and processing operations to the District as of
January 2, 2017 and to terminate the FSA and all its amendments and the LFGA and its
amendment; and
WHEREAS, the District and the Company have negotiated the terms of this
Agreement, which are mutually acceptable to both Parties.
NOW, THEREFORE, m consideration of the mutual promises contained herein
and other good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the Company and District agree to be bound by and comply with
the following:
1. Recitals. The foregoing recitals are true and correct, and incorporated as
if fully restated herein.
2. Definitions. Unless otherwise provided herein all words and phrases
defined in the FSA and/or LFGA shall have the same meaning when used herein. In the
event of a conflict between the definition or meaning of a word or phrase used herein and
as set out in the FSA or LFGA the use herein shall prevail. The following definitions
shall also apply:
"Effective Date" shall mean the date on which the last of the Parties hereto
has executed this Agreement.
"Termination Date" shall mean April 1, 2017.
"Property Transfer Date" shall mean the date on which the Facility Site as
defined in the FSA title is transferred from the Company to the new
owner.
"Vegetative Waste Storage Area" shall mean the processed or unprocessed
Vegetative Waste on the Facility Site as defined in the FSA.
3. Return of Performance Cash Deposit. Within thirty (30) days of the
Termination Date the District shall deliver and return to the Company $51,551.55of the
$200,000 cash deposit being held by the District as provided by Section 7.4 as set out in
the Second Amendment to the FSA. Within thirty (30) days of the Property Transfer Date
the District shall deliver and return to ArborOne the $148,448.45 cash deposit being held
by the District, together with total interest on the initial cash deposit less any costs
determined by the District needed for any unpaid or future costs.
4. Landfill Gas Credits. Section 3.2 G. 12. of the FSA and Article 7 of the
LFGA as modified by the First Amendment to LFGA (the "Credit Provisions") provide
for the marketing of 1FG carbon credits (Credits). In the event that there are any Credits
that have not been hilly marketed and compensation received by the Company and
2
distributed to the Parties by the Termination Date, for which the Parties believe
compensation could he received, the provisions of the (:Credit Provisions shall cont
effect until December 31, 2017and then shall also terminate.
5. Landfill Gas Assets and Easements. The Parties acknowledge that all of
the Company's LFG Assets have been removed from the District's property except for
the pipeline connecting the Delivery Point to the Company's property that remains in the
ground, and that there remains in existence the grants of easements provided in Section
4.1 of the LFGA and more specifically evidenced by Exhibits B-1 (for LFG Equipment
and Pipeline) and B-2 (for Ingress and Egress to the assets) attached hereto (hereafter the
"Easements"). The Parties agree to allow these Easements to continue in existence for
possible use in the future by a potential successor in title to the Company's original
Facility Site (as defined in the FSA before amendments). Company agrees that prior to
the conveyance of the original facility Site as defined in the FSA the Company shall
confer with the District to determine if the District desires to allow the Easements to be
transferred to the Company's successor in title or if the District prefers the Easements be
released. In the event the District requests the Easements be released the Company shall
forthwith execute a Quit Claim instrument releasing all right, title and interest of the
Company in the Easements to the District.
6. Final Payment for Processing. In accordance with the provisions of the
Ninth Amendment to the FSA, Section 4, the Company is continuing to receive and
Process Vegetative Waste until March 31, 2017 and billing the District on a monthly
basis, and the District is paying the Processing Fee to the Company. Within five calendar
days of the Termination Date the Company shall provide to the District the Company's
final invoice for any and all remaining unpaid Processing Fees through March 31, 2017.
Upon receipt of the Company's final invoice, the District may verify any of the
information contained therein. The District shall pay all undisputed amounts in
compliance with the Local Government Prompt Payment Act, Sections 218.70 et seq.,
Florida Statutes. If the District disagrees with any amounts, calculations, or other
information set forth in the Company's final invoice, the District shall notify the
Company of the dispute in accordance with the Local Government Prompt Payment Act
and the Parties shall immediately attempt to resolve their dispute in accordance with
Section 8.1 of the FSA. Section 8.1 of the FSA shall survive the termination of the FSA
and shall be incorporated herein by reference.
7. Termination of FSA and LFGA. The Parties acknowledge and agree
that except as otherwise specifically set out in this Agreement there are no remaining
obligations or duties to be performed by either Party, and there are no outstanding claims,
either known or that should be known by reasonable due diligence, of either Party against
the other Party that have not been satisfied or resolved. Except as specifically provided or
reserved in this Agreement, all provisions, rights, interests, duties, and/or obligations of
3
all Parties, or beneficiaries thereof, under the FSA and its nine amendments and the
LFGA and its amendment are hereby forever terminated on the Termination Date. The
following exceptions regarding the Facility Site as defined in the FSA arc noted and
agreed by both parties:
a. Company shall provide for such utility and inspection services as
necessary to maintain and operate fire safety systems in the Vegetative
Waste Storage Area until the earlier of (i) the date all Vegetative Waste is
removed from the Facility Site as defined in the FSA or (ii) the Property
Transfer Date.
b. The Company is obligated to maintain water and electric connection to the ck)
property and to maintain accounts in good standing until the 'transfer
Date.
,
c. Company shall provide for pile dimensions and perimeter road clearances
in the Vegetative Waste Storage Area consistent with the approved site
plan.
d. The Company has provided a certificate of insurance for both pollution
and environmental remediation extending three (3) years beyond the
Termination Date. Proof of the environmental impairment insurance with
a minimum coverage of $2,000,000 per occurrence has been provided.
8. Survival. Notwithstanding the termination of the LFGA, to the extent
permitted by law, the provisions of Sections 14.4, 14.5 and 14. 8 of the LFGA
shall survive the termination of the LFGA.
9. Miscellaneous.
A. Further Assurances. Each Party agrees to execute and deliver any
instruments and to perform any action that may be necessary or reasonably requested in
order to give full effect to this Agreement. Each Party shall use all reasonable efforts to
provide such information, execute such further instruments and documents, and take such
action as may be reasonably requested by the other Party, not inconsistent with the
provisions of this Agreement and not involving the assumption of obligations other than
those provided for in this Agreement, to carry out the intent of this Agreement.
13. Ownership of Vegetative Waste. The Parties agree that all Vegetative
Waste material located on the Facility Site as defined in the FSA is and shall remain the
property of Company and the District releases and transfers to Company any and all
claim to said material to the extent District had any claims to said material.
4
C. Notices. Any notices or communications required or permitted under this
Agreement shall be in writing and may be either delivered in person, transmitted by
telecopy followed by a mailed confirmation copy, or sent by recognized express mail or
courier service, postage prepaid, at the following addresses of the Parties. Notices sent
under this Agreement shall be deemed received upon actual receipt. Facsimile is
acceptable notice and is effective when received; however, facsimiles received (i.e.,
printed) after 5:00 P.M. will be deemed received on the next business day. The original of
a notice must still be mailed as required herein. Changes in the telephone numbers
through which telecopy may be transmitted or the address to which notices are to be
delivered may be made by written notice given in accordance with this Subsection.
As to County:
County Administrator
Indian River County Administration Building
1801 27th St.
Vero Beach, FL 32960
Phone: (772) 226-1408
FAX: (772) 978-1822
and a copy to the County Attorney at the same address
Phone: (772) 226-1424
FAX: (772) 569-4317
As to Company:
Charles Saunders
Chief Legal Officer
1NEOS Marina View
2600 South Shore Boulevard, Suite 500
League City, TX 77573
Phone: (281) 535-6630
FAX: (281) 535-6765
D. Waivers. No provision of this Agreement shall be deemed waived without
the express written consent of the Party granting the waiver. The waiver by either Party
of a default or a breach of any provision of this Agreement by the other Party shall not
operate or be construed to operate as a waiver of any subsequent default or breach. The
making or the acceptance of a payment by either Party with knowledge of the existence
of a default or breach shall not operate or be construed to operate as a waiver of any
subsequent default or breach.
E. Entire Agreement; Modifications; Exhibits. The provisions of this
Agreement (except captions), including the exhibits annexed hereto, shall (a) constitute
5
the entire agreement between the Parties, superseding all prior or contemporaneous
negotiations, understandings or agreements and (b) not be modified in any respect except
by express written agreement executed by the Parties. The exhibits attached hereto are
incorporated by reference. In the event of any conflict between the text of this
Agreement and such exhibits, the text of this Agreement shall govern.
F. Headings. Captions and headings in this Agreement are for ease of
reference only and do not constitute a part of this Agreement. Captions and headings
shall not be deemed to affect the meaning or construction of any of the terms or
provisions hereof.
G. Counterparts. This Agreement may be executed in more than one
counterpart, each of which shall be deemed to be an original.
H. Venue. Any and all suits for breach of this Agreement shall be instituted
and maintained in a state or federal court of competent jurisdiction having jurisdiction
over Indian River County, Florida.
1. Governing Law and Construction. This Agreement and any questions
concerning its validity, construction and performance shall be governed by the laws of
the State of Florida, without giving effect to any conflicts -of -law rules requiring the
application of the substantive laws of other jurisdictions. The language of this Agreement
shall be construed according to its fair meaning, not strictly for or against the Company
or District, and not against either Party as its drafter, because both Parties agree they had
an equal hand in drafting this Agreement. The singular shall include the plural; use of the
feminine, masculine, or neuter genders shall be deemed to include the genders not used.
J. Waiver of Jury Trial. Each Party hereby knowingly, willingly, and
irrevocably waives its right to a trial by jury concerning claims arising under this
Agreement.
K. Severability. In the event that any provision of this Agreement shall, for
any reason, be determined to be invalid, illegal, or unenforceable in any respect, the
Parties shall negotiate in good faith and agree to such amendments, modifications or
supplements of, or to, this Agreement or such other appropriate changes as shall, to the
maximum extent practicable in light of such determination, implement and give effect to
the intentions of the Parties as reflected herein, and the other provisions of this
Agreement shall, as so amended, modified, supplemented, or otherwise effected by such
action remain in full force and effect.
L. Binding Agreement. This Agreement, which has been duly authorized,
executed and delivered by the respective Parties, constitutes a legal, valid and binding
obligation enforceable in accordance with its terms, except as enforcement may be
6
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally, or by general equitable principles
concerning remedies.
M. Reasonableness Standard. All determinations, consents, reviews and
approvals to be granted and conducted by the Parties under this Agreement and any other
acts calling for the exercise of discretion shall he performed in good faith and, unless
otherwise so specified, under a standard of reasonableness that is consistent with normal
industry practices for the type of work involved. Where time periods are not specified, a
reasonable period of time shall be allowed.
N. Attorney Fees. In any civil judicial action brought to enforce the
provisions of this Agreement, the prevailing party may recover from the non -prevailing
party all reasonable court costs, including attorney's fees and court preparation costs, and
including any appeals thereof.
0. Time of Essence. The Parties each understand and acknowledge that time
is of the essence of this Agreement.
P. Publicity and Property Kights. Unless otherwise required by law, District
shall not advertise or otherwise use its relationship with Company hereunder in any
public disclosure without the prior written consent of Company. Such prohibition shall
include, without limitation, brochures, listings, references, advertisements,
announcements or other release of information concerning the existence, content or
performance under this Agreement to any third party. District shall not use or permit the
use of the trade or service names, marks or logos of Company or any of its Affiliates in
any manner without the express written consent of Company. The express consent of the
Company required herein may he withheld in the absolute and complete discretion of
Company. District's obligations under this Section 9. P, shall survive the expiration or
termination of this Agreement.
7
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective authorized representatives.
ATTEST: Jeffrey R. Smith, Clerk
By:
APPR
By:
Deputy Clerk
on Br. n, County Administrator
APPROVED AS TO LEGAL
FORM AND SUFFICIENCY:
By:
ylan Reingold, County Attorney
W FfNESSES:
DISTRICT:
INDIAN RIVER COUNTY SOLID
WASTE DISPOSAL DISTRICT
By:
ph E. F esche C airman
Date: July 1.13,, 2017
COMPANY:
INEOS NEW PLANET BIOENERGY,
LLC.
By:
Name: Timothy Avery
Title: Chief Financial Officer
INEOS Olefins & Polymers USA
Authorized Representative
Date: 7 / iaoc/-2
I.XIIIl311'' It -I"
IIIIS INS FRI;\IFN'I PRI:I',\fiI I fiY AND !< 1111 1' O
II4 RNARI) A ('(>NKC). FS()
( ()I II N, NOKRIS..SC'IIERFR. IVFINI'.I R(,I-I(r N'OI ,\III(
712 U S IIR ;I I\\'AY ONE. SUFr3: 400
NOI4I11 I'.\I NI ISFACII, F1..34108
(,RANT OF NON-EXCLUSIVE EASEMENT
FOR LANDFILL GAS EQUIPMENT AND PIPELINE
THIS EASEMENT is made, granted and entered into this 13thday of December, 2011, by
INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT, a dependent special district of
Indian River County, Florida, (hereinafter referred to as "Grantor"), to INEOS NEW PLANET
BIOENERGY, LL(:, its successors and assigns, whose real property is adjacent to the real property of
the Grantor, (hereinafter referred to as "Grantee).
WITNESSETH
That Grantor, for and in consideration of the Stun of Ten Dollars ($10.00) in hand paid by the
Grantee and other good and valuable consideration, the receipt of which is hereby acknowledged, does
hereby grant to the Grantee, its successors and assigns, a non-exclusive easement which shall permit
Grantee authority to enter upon the Easement Properly of the Grantor, including the flare station pad
constructed thereon, at any time during the Grantor's normal business hours and at other times upon
receiving the Grantor's prior consent, which shall not be unreasonably withheld or delayed, to install,
operate, maintain, service, construct, reconstruct, remove, relocate, repair, replace, improve, and
inspect the Grantee's Landfill Gas Assets and other improvements that are located in, on, over, under,
and across the Easement Property. The Grantee's Landfill Gas Assets include, but are not limited to,
the Grantee's pipelines, wires, compressors, coolers, metering equipment, valves, controls and other
related equipment for the measurement, transmission, connection, handling, monitoring and
management of landfill gas (collectively, the "Facilities").
The Easement Property hereby granted covers that certain land lying, situate and being in
Indian River County, Florida, and being niore particularly described as follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
together with the right and privilege from time to time to reconstruct, inspect, alter, improve, enlarge,
replace, remove or relocate such Facilities and with all rights and privileges necessary or convenient for
the full enjoyment or use thereof for the herein -described purposes, including, but not limited to the
right to cut and keep clear all trees and undergrowth and other obstructions within said area that may
interfere with the proper construction, operation and maintenance of such Facilities, the right to mark
the location of any underground Facilities by above -ground and other suitable markers and the right of
ingress, and egress for personnel and equipment of Grantee, its contractors, agents, successors or
assigns, over the adjoining lands of the Grantor, for the purpose of exercising and enjoying the rights
granted by this easement and any or all of the rights granted hereunder.
EXHIBIT 13-I
1,FG EQUIPMENT AN1) PIPELINE EASEMENT'
The Grantor, however, reserves the right and privilege to use the above-described property for
any such purposes suitable to the Grantor except as might interfere or be inconsistent with the use,
occupation, maintenance or enjoyment thereof by Grantee or its successors or assigns, or as might cause
a hazardous condition.
It is understood and agreed that this easement will continue in effect for the benefit of Grantee,
its successors and assigns until the occurrence of the first of the following events: (a) the easement is no
longer used by Grantee, its successors and assigns, for the purpose for which this grant is provided; (b)
the Feedstock Supply Agreement (dated Judy 15, 2011) between the Grantor and the Grantee is
terminated or expires and is not replaced by another agreement requiring the same easement; or (c) the
Landfill Gas Interconnect Agreement (dated December 1 3 t b, 2011) between the Grantor and Grantee
is terminated or expires and is not replaced by another agreement requiring the same easement. At
such time as one of these three events occur, the rights herein granted shall terminate and full use of the
Easement Property shall be enjoyed by Grantor, its successors or assigns, and Grantee shall execute a
release of all rights under this grant of easement.
Grantor hereby covenants with Grantee that it is lawfully seized and in possession of the real
property herein described and that it Inas good and lawful right to grant the aforesaid easement free and
clear of mortgages and other encumbrances unless specifically stated to the contrary.
IN WITNESS WHEREOF, the Grantor has hereunto set its hand and affixed its seal of the
date first above written.
ATTEST:
.leffrcy K. Barton, Clerk
GRANTOR:
INDIAN RIVER COUNTY SOLID WASTE
Ofi1'�!'SS;6, DISPOSAL DISTRICT, a dependent special
r-; district of Indian River County, Florida
By: '-,},_...,..rk�... i :
Deputy Clerk
.std
Print Name
APPROVED AS TO LEGAL
FORM AND SUFFICIENCY:
Alan S. Polackwich, Sr.
County Attorney
oma.'
'BCC Approval date: 12-13-11
EXHIBIT "A"
LEGAL DESCRIPTION
DESCRIPTION
A^4 EDLIPN1ENT EASEMENT LYING AND BEING IN A PORTION OF TRACT
'0 SECTION 25 TOWNSHIP 33 SOUTH RANGE 38 EAST ACCORDING 70
1 I AST GENFRAL PLAT 0; LANDS OF THE INDIAN RIVER FARMS
COMPANY SUBD;vISION AS REcoRoep IN PLAT BOOK 2. PAGE 25 OF
10 PLiaLic PccoRos 00 ST LuCIE COUNTY FLORIDA NOW LY;NC
A BE:NG =ti NMAN 0 VER COUNTY FLORIDA BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS
COMMENC:NG AT THE NORTHEAST CORNER OF TRACT 9 SECTION 25.
"DANSE-IP 33 SOUTH, RANGE 38 EAST 09 THE AFOREMENTIONED PLAT
OF LANDS OF THE ;NO;AN RIVER FARMS COMPANY SUBDIVISION RUN
SOL; TH 0011448WEST ALONG THE EAST 01146 00 SAID TRACT 9 A
DSTANCE OF 149 55 FEET TO POINT. THENCE LEAVING SAID EAST
LiNE 00 TRACT 9 RUN NORTH 89'4228.; WEST PARALLE- iT14 AND
NORMAL 'C THE NORTH LINE OF SAID TRACT 9 AND TRACT 10
SEC ' ,ON 25 A DISTANCE OF 2173 18 FEET TO A POINT THENCE RUN
NORTH 00°C829 'AEST A DISTANCE OF 15 CC FEET TO THE 001NT OA
BF \ N,NG 0501/ SAC', PONT 0; 9534140 CONTINjE NORTH
0'08 29' WEST A 0:S7A NCE 00 104 55 FEET 70 7145 SOUTH
R'GHT-00-L1.:AY 01146 00 SUB -LATERAL C-5 CANAL. I;NDIAN RIVER FARMS
LATER 0014780. 01978107 80 FEET WIDE RIGHT -00 -WAY, AS
RECORDED ;N PLAT BODK 2. PAGE 25 PUBLIC RECORDS OF ST LUCIE
ODuNTY FLOR.DA NOW LYING AND 501143 14 INDIAN RIVER COUNTY
FLOR.DA; THENCE RJN SOUTH 89'4228" EAST ALONG SAID SOUTH
RIGH T•De. -WAY JNE PARAL.EL WITH AND NORMAL TO THE NORT1A
-45 OF SAC TRAC7 10 A DiSTAN:E OF 83.00 FEET THENCE LEAVING
SA!: Spirt-. RIGHT-OP-VAY LINE RUN SOUTH 0008129' EAST
DISTANCE OF 104 55 FEET THENCE RUN NOR7H 8914228" 'NEST
PARALLEL WITH 5140 14081455. TO SAID NORTH LINE OF TRACT 10 A
DISTANCE 30 53 50 FEET TC THE RO-NT OF BEGINNING
SAL: EASEMENT CONTAINING 8577 65 SQUARE FEET OR 0 20 ACRES
MDRE OR LESS
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F ANY MATTERS OF RECORD NOT BRCL/GHT TO THE
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1450/090
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(CONSULTING ENGINEERS AND LAND SURVEYORS
1798 2;,; 55462I 772-562-419; 55534/5
VERO SEAEN. 550RIDA 32962 772- .J62- 7133! "F-A.E.,
DATE! 11-02-11 5Y 52 ',SCALE: , 11-2715 040..e '
2
5577551 Lt5.D
Serving Florida
Since 1911
SK=-r/,� r„- r^•;STI^^
PART OF TRACTS 7 AND 5, SEC7701\ 25,
S•v✓'^ISN'? 33 Sob' `.ti RANG „d EAST
AIv' :?;'/EMR =AR'/S CCMPAiy`Y
AO/AN .e:',/ER COUNTY, F._QRIDA,
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NOT NCLLGIED
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DESCR451107.1.
A 1000 FEET 4MDE GAS LINE EASEMENT BEING 500 FEET EACH SIDE OF THE FOLLOWING DE SCR EED
CENTERLINE LYING ANO BEING INA PORTION OF 'TRACTS 7 AND 9, SECTION 25. TOWNSHIP 3: SOLTH RA' N72.-.. 35
EAST ACCORDING TO THE :AST GENERAL PLAT OF LANDS OF 'HE NOtAN RIVER FAR5'5 C3SIPA:IV 3.:BC'.
A5 RECORDED IN PLAT BOOK 2 PAGE 25 CF THE PUBLIC RECORDS OF ST LUCIE COUNTY 5.003. -
AND BEING IN INDIAN RIVER COUNTY 8<3004DA 5A73 CENTERLINE 85100 MORE PARTICI,..i.RLY
FOLLOWS
COMMENCING AT THE NORTHEAST CORNER OF SAID TRACT 8 R'.10 NORTH 89'41'17' V 5S7 ALONG 1-15 NORTH
LINE OF TRACT 8 A DISTANCE OF 1233 90 FEET 'O A POINT THENCE LEAVING SAID NORTH LINE R:,N 33.. "I",
00'00'48' EAST A DISTANCE Of 461 12 FEET TO 1445 POINT OF (B507001NG OF 5570 CENTERLINE FROM SMA'
POINT Of BEGINNING CONTINUE SOUTH 00"00'49' EAST A DISTANCE OF 835 72 FEET TO A "DAC- ,5403 5 00 FEE'
NORTHERLY OF THE NORTH RIGHT.OF.WAY LINE Of INDIAN RIVER FARMS WATER CONTROL 3570130 ;..TLD:...
0.5 CANAL (60 FEET WIDE RIGHT-OF.WAY) THENCE RUN NORTH 89-4230' 41£57 ALONG A LIME L5100 5 7.
NORTHERLY OF PARALLEL WITH AND NORMAL TO SA10 NORTH RIGHT-OF-WAY A C STANCE 0" 922 FEET
POINT THENCE LEAVING SAID PARALLEL L•NE RUN SOUTH 00 1."50- WEST A DISTANCE CF 500 FE 'O PJJ
ON SAID NORTH RIGHT 05 WAY LINE ,AND POINT OF TERWNU5 OF 'HE OESCRI8ED 00075 ..NE
THE SIDE UNE5 OF SAID 12 05 55E1 WIGE GAS INE EASEMENT TO 85 PROLONGED OR SHORTENED .;T.=_
POINTS OF INTERSECTION LAND LINES AND RIGHT-OF-WAY LINES
5510 EASEMENT CONTAINING 17435 W SQUARE FEET 7.10RE OR LESS
SURVEYOR'S GENERAL NOTES AND REPORT
' UNLESS IT BEARS THE SIGNATURE AND THE ORIGINAL .RAISED SEA_ 3F A FLOR, OA L10ENSE0 S-'RVE..` .`._
MAPPER, THIS DRAWING SKETCH PLAT OR MAP IS FOR INFORMAT1O1AL PURPOSES ONLY 8591'S NC"...,. D
2 558570G5 SHOWN HEREON ARE BASED UPON THE NORTH AMERICAN DATUM OF 1983 AG105151EN7 OF 13193
ANO ARE PROJECTED IN THE FLORIDA STATE P -ANE COORDINATE SYSTEM FLORIDA EAST 700E :0': 5t.5 555
REFERENCED TO THE E57A8USHED AND MONUMENTED UNE SHOWN HEREON LABELED AS -HE. BEAR." I G EAS.S
3 ALL BOUNDARY DIMENSIONS USED, INCLUDING BUT NOT LIMITED 70 BEARINGS. ANGLES AND 37577ANSE5
ARE PREDICATED UPON BOUNDARY SURVEY 8Y CARTER ASSOCIATES INC 208 NO 11.2125 DA -730 PEBR., 11''
2011 ALL DIMENSIONS SHOWN HEREON ARE DISPLAYED IN U.5 SURVEY FEET 000050-1,18<3 PARTS THEREOF
4 THIS 15 A SKETCH AND DESCRIPTION OFA PROPOSED JT;'_I-Y EASEMENT ONLY AND NOT A BO JNCH,
SURVEY THIS PROPERTY WAS NOT ABSTRACTED OR RESEARCHED BY 77,15 OFFICE 'CR AN• 00331:9041055
OF RECORD THE HEREON OESCR1550 PROPERTY IS SUBJECT TO 053151CTION5 RESERVATIONS 58004251415
AND RIGHTS -OF -WAV OF RECORD IF ANY MATTERS OF RECORD NOT BROUGHT TO THE SURVEY ORO
ATTENTION BY THE CLIENT THEIR AGENT OR A5 DISCLQSED 65 A FURNISHED 117.5 ISSLRA.NCE PC. CY +.E
NOT INCLUDED
CARTER ASSOCIATES, INC.
CONSULTING ENG1NEERS ANO NANO SURvEYORS
1755 21st STREE' 772-562-4.91 'P".7s7:
VERG BEACH, 5,,05438 52562 712-562-7186 ;447;
DATE; 7C -77-I7 ay SG :-scat&: =400' 77 57 S rs':,;-
SH ET n,
EXHIBIT 11-2
INGRESS AND EGRESS TO LFG SITE EASEMENT
XI Mil ..fir2'
FIIIS INS IRII\II:Nf I'RFI';\RTI) lY i\N'I)RE-fl!RN 10
liI I(NARO A CONK°. I'S ).
(•OIII-N, NORMS. S1 1.1E14CR, 11'111 \IfK
712 U S HRiI I11'A1' ONE, 5111 fl' 4011
NOR 111 I'AI i\1 Ill ACI 1 11 33 M
GRANT OF NON-EXCLUSIVE EASEMENT
FOR ACCESS
THIS EASEMENT is made, granted and entered into this 13th day of December, 2011, by
INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT, a dependent special district of
Indian River County, Florida, (hereinafter referred to as "Grantor"), to INEOS NEW PLANET
BIOENERG Y, LLC, its successors and assigns, whose real property is adjacent to the real property of
the Grantor, (hereinafter referred to as "Grantee).
WITNESSETH
That Grantor, for and in consideration of the sum of Ten Dollars ($10.00) in hand paid by the
Grantee and other good and valuable consideration, the receipt of which is hereby acknowledged, does
hereby grant to the Grantee, its successors and assigns, a non-exclusive casement which shall permit
Grantee authority to enter upon the Easement Property of the Grantor al any time during the
Grantor's normal business hours and at other times upon receiving the Grantor's prior consent, which
shall not be unreasonably withheld or delayed, for ingress and egress to the Grantee's Landfill Gas
Assets located on Grantor's property, to install, operate, maintain, service, construct, reconstruct,
remove, relocate, repair, replace, improve, and inspect the Grantee's Landfill Gas Assets and other
improvements that are located in, on, over, under, and across the Grantor's property. The Grantee's
Landfill Gas Assets include, but are not limited to, the Grantee's pipelines, wires, compressors, coolers,
metering equipment, valves, controls and other related equipment for the measurement, transmission,
connection, handling, monitoring and management of landfill gas (collectively, the "Facilities").
The Easement Property hereby granted covers that certain land Tying, situate and being in
Indian River County, Florida, and being more particularly described as follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
together with the right and privilege from time to time to alter, repair and improve if necessary, the
Easement Property for ingress and egress purposes, and with all rights and privileges necessary or
convenient for the full enjoyment or use thereof for the herein -described purposes, including, but not
limited to the right to cut and keep clear all trees and undergrowth and other obstructions within said
arca that may interfere with the proper use of such Easement Property, and the right of ingress and
egress for personnel and equipment of Grantee, its contractors, agents, successors or assigns, for the
purpose of exercising and enjoying the rights granted by this easement and any or all of the rights
granted hereunder.
'1'Ire Grantor, however, reserves the right and privilege to use the above-described property for
any such purposes suitable to the Grantor except as might interfere or be inconsistent with the nsc,
occupation, maintenance or enjoyment thereof by Grantee or its successors or assigns, or as alight cruse
a hazardous condition.
It is understood and agreed that this easement will continue in effect for the benefit of Grantee,
its successors and assigns until the occurrence of the first of the following events: (a) the casement is no
longer used by Grantee, its successors and assigns, for the purpose for which this grant is provided; (b)
the Feedstock Supply Agreement (dated July 15, 2011) between the Grantor and the Grantee is
terminated or expires and is not replaced by another agreement requiring the same easement; or (c) the
Landfill Gas interconnect Agreement (dated December l3th, 2011) between the Grantor and Grantee
is terminated or expires and is not replaced by another agreement requiring the same easement. At
such time as one of these three events occur, the rights herein granted shall terminate and full use of the
Easement Property shall be enjoyed by Grantor, its successors or assigns, and Grantee shall execute a
release of all rights tinder this grant of easement.
Grantor hereby covenants with Grantee that it is lawfully seized and in possession of the real
property herein described and that it has good and lawful right to grant the aforesaid easement free and
dear of mortgages and other encumbrances unless specifically stated to the contrary.
IN WITNESS WHEREOF, the Grantor has hereunto set its hand and affixed its seal of the
date first above written.
ATTEST:
Jeffrey K. Barton, Clerk
By:. �<� _-
Deputy Clerk
Print Name
sl ,1 fi'l I,S
GRANTOR:
INDIAN RIVER COUNTY SOLID WAS'T'E
DISPOSAL DISTRICT, a dependent special
district of Indian River County, Florida
13V:
•
APPROVED AS TO LEGAL
FORM AND SUFFICIENCY;;
j
By:
Alan S. F olackwich, Sr.
County Attorney
eeler, Chairman
BCC Approval date: 12-13-11
EXHIBIT "A"
LEGAL, DESCRIPTION
DESCRIPTION
.. 30 00 FEET WIDE ACCESS EASEMENT LYING ANC BEING IN
PORTION CF TRACTS 9 AND 10 SECTICN 25, TOWNSHIP 33 SOUTH,
RANGE 38 EAST ACCORDING TO THE LAST GENERAL PLAT OF LANDS
OF THE NDIAN RIVER FARMS COMPANY SUBDIVISION AS RECORDED IN
PLAT GOOK 2 PAGE 25 OF THE PUBLIC RECORDS OF ST LUCIE
COUNTY FLORIDA NOW LYING AND BEING IN ;NDtAN RIVER COUNTY
LOROA SAID EASEMENT BEING 1500 FEET EACH SIDE OF THE
'OLLOW NG DESCRIBED CENTERLINE ANO BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS
COMMENCING AT THE NORTHEAST CORNER OF SAID TRACT 9 RUN
SOUTH 00'14'48"WEST ALONG THE EAST LINE OF TRACT 9 A DISTANCE
OF 12C 35 FEET TO A PONT, THENCE LEAVING SAID EAST LINE RUN
NORTH 89'42'28' WEST AND PARALLEL W1TH THE NORTH LINE OF SAID
TRACT 9 A DISTANCE OF 80 00 FEET TO A POINT ON THE WEST
5108' OF 'WAY LINE OF 74TH AVENUE IRANGE LINE ROAD') AS
RECORDED IN DIED 0005 "10 PAGE 57 PUBLIC RECORDS OF INDIAN
RIVER COUNTY FLORIDA AND POINT OF BEGINNING OF SAID
'_ LNTLRLINL FROM SATO POINT OF BEGINNING CONTINUE NORTH
39'42'28" WEST ALONG A LINE PARALLEL 611TH AND NORMAL TO THE
NCH 1 LINE OF sac TRACT 9 9 DSTANCE OF 595 95 FEET THENCE
R'U'N SOUTH 45'1112" WEST A DISTANCE OF 69 58 FEET TO A PONT "9',
,ROM SAID POINT "A" RUN NORTH 89'42'28" WEST ALONG A LINE
^A"R.ALLEL WITH AND NORMAL TO SAID NORTH 01NE OF TRACT 9 AND
THE NORTH LINE 05 AFOREMENTIONED 'MAC- 10 A DISTANCE OF
'447 99 FEET TO A POINT OF TERM1N05 THENCE RETURNING 70
AFOREMENTIONED PONT "A" RUN SOUTH 89'4228" EAST ALONG A UNE
PARALLEL WITH AND NORMAL TO THE AFOREMENTIONED NORTH LINE
OF TRACT 9 A D1STANCE DF 645 19 FEET TO AFORESAID WEST
RICHT-OF-WAY UNE OF 747H AVENUE (RANGE LINE ROAD) AND THE
FC NT 0= TER1. Nus
H_ SIDE L VES OF 5910 34 00 FEET WIDE ACCESS EASEMENT TO 85
=R0'_3NGED OR SHORTENED A7 ALL ANGLE POINTS POWYS CF
7559EC".ON LAND "NES AND RIG97-09-WAY LINES
:. EASEMENT CCN7AIN.N3 52 124 92 50UARE FEET OR 1 89 ACRE5
309E C=, _ESS
CAIServing Florida
Since 1911
S KZ
r
RAS. G-7 TRA G`S 9 ,v;; '3. SEC Ti 25,
70 NA: S'-:, J SCS RANG` 3^ EAS -
.AI RI iER Jr ARMS CUBA.\' Y SLI so' vis;c1:
3/.4," P.'✓ R �GJP:`v r CRi✓A.
SURVEYOR'S GENERAL NOTES AND REPORT
1 UNLESS IT BEARS THE SIGNATURE AND THE OR GNA_ R.A.SED
SEA- OF A FLORIDA LICENSED SURVEYOR AND MAPPER TH 5
DRAWING SKETCH PLAT OR MAP IS FOR INFORIAATIONAL
PURPOSES ONLY AND IS. NOT VALID
2 BEARINGS SHOWN HEREON ARE BASED UPON -HE NOR7H
AMERICAN DATUM OF 1983 ADJUSTMENT OF 1999 AND ARE
PROJECTED IN THE FLORIDA STATE PLANE COORDNA-E
SYSTEM, FLORIDA EAST ZONE (9011 AND ARE REFERENCED T(
THE ESTABLISHED AND MONLIMENTE0 LIVE SHOWN HEREON
LABELED AS THE BEARING BASIS
3 ALL BOUNDARY DIMENSIONS USED. INCLJOING BUT 7407
LIMITED TO BEARINGS ANGLES AND DISTANCES ARE
PREDICATED UPON BOUNDARY SURVEY BY CARTER
ASSOCIATES INC J09 NO 11-212S, DATED FEB.RUAR, 201' A__
SHOWN HEREON .ARE DISPLAYED IN L S SJRVE`
FEET ANC DECIMAL PARTS THEREOF.
4 THIS ISA SKETC4 AND ❑FSCRIPTION OFA PROPOSED ACCESS
EASEMENT ONLY AND NOT A BOUNDARY SURVEY THIS
PROPERTY WAS NOT ABSTRACTED OR RESEARCHED BY THIS
OFFICE FOR ANY ENCUMBRANCES OF RECORD THE HEREON
DESCRIBED PROPERTY IS SUBJECT TO RESTRICTIONS,
RESERVATIONS EASEMENTS AND RIGHTS -OF -'WAY CF 55205'
IF ANY MATTERS 05 RECORD NOT BROUGHT TO THE
SURVEYOR'S ATTENTION BY THE CLIENT THEIR 9G9N- 09 .5
DISCLOSED BY A FURNISHED TITLE INSURANCE PCL,CY ARE NOT
I\000DED
5 THIS SKETCH OF DESORI5TION CONSISTS OF 75.2 SHEETS
ONE IS NOT 590:D UNLESS BOT- SHEETS ARE PRESEN
CARTER ASSOCIATES, INC.
CONSULTING ENGINEERS AND LAND SURVEYORS
170,9 21st 57REC 7Z3-551-4.91
vERC $EA0H. FLORIDA 32962 773-562-7150 ;FA?'
DATE: . -02- 1 BY 3s .30.409. , 1 -3 713 Da;, d '9'
SHEET 1 C7 2
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59'42 78" 8: 577-
3323 RjNE OF TRACT '3 ' /4 SECrCN - NE
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8-27 •,." '02 -7,2, 9,5 vEC
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CAI
Serving Florida
Since 1911
fIOT INCLUDED
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NOT INCLUDED
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CEN7FRLTNE 8808CS00
710 '1.00 ACCESS EASCMEN7
- PROPCSEC' 30 CO' WOE
ACCESS E7A3.79VE.s.."
CTERLNE C'
20 mD.0 4CCESS EASE4E157
NOT NCL LIDE.0
ACCESS EASEk4EN-
CAS- -
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CARTER ASSOCIATES, INC.
'CONSULTING ENGINEERS AND LAND SURVEYORS
:
r/2-562-4491 708 210 STREET
VERO HACH. FLORIDA 32960 772-562-7E0 'F47
DA::: 77-02- 1 T Y 50 SCALE.
SI-rt.:TT 2 2