SUGARCANE PURCHASE THIS SUGARCANE PURCHASE AGREEMENT (?Agreement") is entered into by and between the School Board of Palm Beach County. Florida (hereinafter referred to as the ?School District?). acting by and through the School Board of Palm Beach County. Florida (hereinafter referred to as "School Board"), in accordance with the provisions of Section 4(b) of Article lX of the State Constitution. whose address is 3300 Forest Hill Boulevard, West Palm Beach. Florida 33406?5813 and the United States Sugar Corporation (hereinafter referred to as Sugar?). whose address is Post Office Box 1207. CIIewis-ton, Florida 33440-1207. WHEREAS. the School Board is the owner of 7.8 acres of useable farm land which is part of the Rosenwald Elementary School site (the "Property"! Exhibit "and WHEREAS, the School Board and US. Sugar are working together to provide education to the School District's students regarding the agricultural industry and its. opportunities; and WHEREAS. part of US. Sugar's participation in the School District's agricultural program includes- the growing and harvesting of sugar cane on the Property; and WHEREAS, this active participation by US. Sugar in the School District?s agricultural education process benefits the students at Rosenwe-ld Elementary by affording them the opportunity to be involved in agricultural events sponsored by US. Sugar, preparing these students to successfully continue and expand their agricultural education at the middle and high school levels; and WHERE-AS. based on the annual crop yield. the .income generated from the farming of this property is approximately $7.000.00 $12,000.00. These proceeds are remitted to Rosenwaid Elementary as the sugarcane is harvested and marketed; and NOW THEREFORE, this Agreement is entered into ?by both parties in accordance with the terms and. conditions. of Exhibit and Exhibit C. which the parties ratify and acknowledge will remain in full force and effect through the term of this Agreement and are incorporated into this Agreement. by reference. 1.. TERM: This Agreement. shall commence on June 2017 and continue in .force until May 3-1. 2022. subject to the parties? ability to continue to renew same on an annual basis. (the "Term"). Pursuant to the schedule attached hereto as Exhibit C. U.S. Sugar shall prepare the fields, plant. maintain and "harvest the sugar cane on the Property and pay the School Board pursuant to the methodology set forth in Exhibit B. 2-. USE AND SPECIAL CARE OF PROPERTY: A. USE: The Property shall be used solely for farming sugar cane and related agricultural uses. No okra. sod or field grown trees shall be cultivated on the Property. Sweet corn and beans may be cultivated only for normal rotational purposes. All operations conducted on the Property by US. Sugar as incidents; of any of the uses specified in this Agreement shall be conducted by US. Sugar in accordance with the best method of farming and land husbandry practiced in the geographical vicinity of the Property. All fences, electrical facilities. potable water wells. pumps. pump pads, irrigation pump foundations. water control structures and other improvements existing on the Property at the beginning of: the Term and all governmental licenses and permits associated with or appurtenant to these facilities on the. Property shall be and remain the property of the School Board upon the expiration or earlier termination of the Agreement. CARE: lf'U.S. Sugar uses plastic material for-weed or moisture control in its farming operations. all of such plastic material must be removed prior to the end of the Agreement term or within thirty (30) days after the associated crop is harvested. whichever is sooner. Plastic material shall not be out up. turned over or plowed into the soil. Page i 3. PAYMENT OF TAXES: U.S. Sugar shall pay any real property taxes. intangible property taxes and personal property taxes. as well as all assessments. including but not limited to pending. certified. confirmed and ratified special assessment liens. accrued or levied with respect to the Property or this Agreement during the Term. U..S. Sugar shall pay such taxes and assessments upon receipt of an assessment notice from the taxing authority but no later than their due date, and shall furnish proof of such payment to the School Board within 30 days of payment. Any penalties or late fees incurred for failure to pay said taxes and assessments shall be the responsibility of' US. Sugar. Any taxes paid by US. Sugar to the School Board and subsequently found not to be due shall be refunded to Sugar. US. Sugar shall be responsible. at its sole expense. for applying for, obtaining. maintaining and monitoring an agricultural classification on the Property for property tax assessment purposes. School Board shall cooperate with US Sugar to the extent lawful and reasonably necessary to assist U.S. Sugar in obtaining and preserving the agricultural classification of the Property for assessment purposes. School Board. for purposes of this provision. authorizes its Chief Operating Officer to sign all forms necessary to obtain or preserve the agricultural classification on the Property. without further action or approval of the School Board. 4. WASTE. NUISANCE. IMPROPER OR USE: US. Sugar shall not. commit or permit the. commission by others of any waste on the Property; specifically. but not by limitation. U.S. Sugar shall .not dig any holes, dam-age any irrigation ditches. dikes or canals. remove any environmentally protected trees. plant material or other species. or remove any minerals. muck. soil. rock, sod or similar material from the Property. U.S. Sugar shall keep the Property free and clear of all noxious weeds and other growth not commonly found or permitted on active proddcti-ve agricultural land used for purposes intended by US. Sugar. US. Sugar shall not. maintain. commit or permit the maintenance or commission of any nuisance on the Property. US. Sugar shall not use the Property or permit the use of the Property by others for any purpose or in any manner whatsoever that would be in violation of any valid and applicable law. ordinance or regulation of any federal. state, county or other governmental. body. US. Sugars use of the Property shall at all times be in full compliance with all federal. state "and local "environmental laws and? regulations pertaining to air and water quality. hazardous materials, waste disposal and pesticide use. including without limitation the Federal Worker "Protection Standard Act. air emissions and other environmental matters and the Federal insecticide. Fungicide and Rodenticide Act 5. HAZARDOUS AND TOXIC MATERIAL. AND All pesticides. insecticides. herbicides. fungicides. and rodent'i?cide used on or about ?the Property shall be only those approved by the US. Department of Agriculture and disbursed solely by a licensed pesticide applicator in accordance with government rules and regulations and also in accordance with the manufacturer's directions. No containers in which hazardous. toxic or chemical materials are or have been stored or contained shall be burned. disposed of. deposited or stored on the Property. Fertilizers. as approved by the US. Department of Agriculture and customarily used in similarly located farming areas may be dispersed in a proper manner on or about the land for the crops being grown on the Property. U.S. Sugar shall. in a timely manner and at "the expense of US. Sugar. correct, repair, remove and replace, deco'ntaminate. reclaim. treat or othervaSe make environmentally clean and safe any and all damage to the Property or contamination of the water'or soil resulting from US. Sugar's use of the Property. all in accordance with all governmental standards. including but not limited to. the minimum Guidance Concentrations recommended by the Florida Department of Environmental Protection. US. Sugar shall not commit or permit: the commission of any hazardous acts on the Property nor-use or permit the use of the Property in any manner that will increase School Boards exposure to liability. At the request of the School Board. US. Sugar shall. at his own cost and expense. comply with any and all requirements of School Board's Risk Management Department. US. Sugar shall comply with all governmental laws. regulations and similar requirements relating to hazardous or toxic materials used on the Property. Upon termination of this Agreement for any reason. U.S.. Sugar shall remove all of said materials and return the Property to an environmentally safe and clean condition. Signage required by the US. Department of Agriculture concerning the use of Page 2 pesticides and insecticides shall be posted on the Property by US. Sugar. 6. MAINTENANCE: U..S. Sugar shall at all times. at US. Sugar?s own cost and expense. keep and maintain the Property. all improvements. including but not limited to pumps. culverts. irrigation and drainage control structures. on the Property. and all facilities appurtenant to the Property in good order and repair and in a safe and clean condition and return all of said property to the School Board at the end of this Agreement term in ?the same condition as at the commencement of the Agreement Term. subject to US. Sugar?s improvements as required below. Burning on the Property may be done by US. Sugar subject to the written request and authorization by the School Board. U.S. Sugar shall not otherwise knowingly or deliberately set or cause to be set any fire or tires on the Property. 7. ALTERATIONS AND U.S. Sugar shall not make orpermit any other person to make any alterations to the Property or to any improvement thereon or facility appurtenant thereto without the written consent of the School Board. All improvements made. by US. Sugar during the Term. including but not limited to, pumps, culvert-s. irrigation and drainage control structures shall become the. property of School Board at the expiration or termination of the Agreement. Pursuant to ?713.10. Fla. School Board's interest in the Property shall not be subject to liens arising from US. Sugars use of the Property. or exercise of the rights granted hereunder. U..S-. Sugar shall keep the Property tree and clear from any and all liens, claims. and demands. for work performed, materials furnished. or operations conducted thereon by or at the request of' US. Sugar. US. Sugar shall within ten (10) days of the recording" of any lien against the Property relating to Sugar's. use or occupation. of the Property cause such lien to be discharged ortran'sferred to bond. School Board shall have the right at all times to record in the public records or post and keep posted on the Property any notice permit-ted or required by law. or which School Board shall deem proper. for the protection of School Board. the Property. the improvements located thereon and any other party having an interest. therein. from mechanic's and. mater-ialmen's liens. and US. Sugar shalt give to School Board at least thirty (30) days prior notice of commencement of any construction on the Property. - .8. BY SCHOOL BOARD: U48. Sugar shall permit the School Board or the School Boards agents, representatives and employees to enter the Property at" all reasonable times for the purpose of inspecting the ?Preperty to determine whether U.S. Sugar is complying with the terms of this Agreement and for the purpose of doing other lawful acts that may be necessary to protect the School Board's interest in the Property. The right granted in this- paragraph shall not place any duty or obligation upon the School Board to inspect the Property or US. Sugar's operations. 9. ACCEPTANCE BY US. SUGAR: U.S. Sugar accepts the Property and any facilities appurtenant thereto. in their 18". i3" and "WlTl-i ALL condition. US. Sugar has examined the Property to its complete and total satisfaction and is familiar with the condition thereof, and accepts the same in their present condition. US. Sugar represents to the. School Board that the Property have been inspected by US. Sugar and that US. Sugar has been assured by means independent of the School Board or any agent of the School Board of the truth of all facts material to this Agreement and that the Property are being used by US. Sugar as. a result of US. Sugar's inspection and investigation thereof and not as a result of any representations made by the School Board or any agent of the School Board. The School Board does not warrant the productivity of the Property nor does the School Board in any manner whatsoever guaranty or represent the availability of water for irrigation purposes or guaranty the quality or strength of any embankment or dikes which may be located on or adjacent to the Property or on or adjacent to any canal or ditch. Without in any way limiting the generality of'the preceding sentence. U.S. Sugar specifically acknowledges "and agrees that it. hereby waives. releases and discharges any claim it has, might have had or may have against the School Board with respect to this Property. including without limitation. value, suitability. or physical condition either patent or latent. Page 3 10. PERMITS AND APPROVALS: A. US. Sugar shall obtain all necessary federal, state, local. and other governmental approvals and permits, as well as all necessary private authorizations and permits prior to the effective date and shall maintain same throughout the term of this Agreement. Within five (5) days of demand by School Board to US. Sugar, US. Sugar shall submit to School Board copies of all permits and authorizations that US. Sugar is required to obtain pursuant to the provisions of this Agreement. B. US. Sugar shall also obtain, and maintain throughout the term of this Agreement, any and all applicable permits, including but not limited to Dredge and Fill Permits, Surface Water Management and Water Use. Permits. U.S.. Sugar shall be responsible for compliance with all permit terms and conditions. U.S.. Sugar acknowledges that there is no guarantee that Sugar will receive any permits. 11. RISK LOSS: All of U.S. S-ugar's personal property, equipment, fixtures and crops located upon the Property shall be at the sole risk of US. Sugar and School Board shall not be liable under any circumstances for any damage thereto or theft thereof. In addition, School Board shall not. be liable or responsible for any damage or loss to property or injury or death to persons occurring on or adjacent to the Property resulting from any cause, including but not limited to, defect in or lack of repairs to the improvements located on the Property. 12. REQUIREMENTS FOR SAFETY: US. Sugar shall ensure that the Property is safe and secured at all times that work is being performed and that such work. is conducted in such a way as to avoid the risk of personal injury to the School District's employees and agents. No hazardous chemicals as de?ned by 29 CFR ital-0.1200. OSHA Hazard Communication Standard are to be used on the Property. In the event that hazardous. chemicals are needed, the US. Sugar shall notify School District?s Chief of Facilities Management in writing at least ten working days before any hazardous. chemical is proposed to be used and obtain School District?s Chief of? Facilities Management written approval prior to using any such hazardous chemical. The notice. shall indicate the name of each of the hazardous chemicals. to .be used, where and when they will be used, and a copy of a Material Safety Data Sheet (MSDS) foreaoh hazardous chemical. LLS. Sugar shall comply with the safety precautions and handling instructions set forth in the MSDS. Copies of hazardous waste manifests documenting disposal shall be provided to "School District?s Chief of Facilities Management. 1-3. INDEMNIFICATIONIHOLD OF U.S. Sugar assumes all risks associated with personal injury to US. Sugar's employees, agents and contractors and damage to .U.S.. Sugar?s crops, personal property and fixtures located on the Property. in the event. of. loss, damage or injury to S-ugar?s crops, personnel, personal property or fixtures, U.S.. Sugar shall look solely to any and all insurance in its favor without making any claim against School Board. US. Sugar shall, in addition to any other obligation to indemnify The School Board of Palm Beach County, Florida and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the School Board, its agents, of?cers, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), costs arising out of any actual or alleged; a. bodily injury, sickness, disease or death, or injury to .or destruction of tangible- property including the loss of use resulting there from, or any other damage or loss arising out of, or claimed to have resulted in whole or in partfrom any actual or alleged negligent act or omission of US. Sugar, US. Sugar?s agents or contractors. anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or b. violation of law, statute, ordinance, governmental administration order, rule or regulation by US. Sugar in the performance of the work; or c. liens, claims, or actions made by the awarded proposer or any subcontractor or other party performing the work. Page 4 d. claims by third parties (including, but not limited to. US. Sugar's employees, agents or contractors) based upon an alleged breach by US. Sugar of any agreement with such third party an employment agreement or licensing agreement). or allegation that US. Sugar's provision of services to the School District pursuant to the Contract infringes upon or misappropriates a patent. copyright, trademark, trade secret. or other proprietary right of the third party. The indemnification obligations hereunder shall not be limited to any limitation on the amount. type of damages. compensation or benefits payable by or for US. Sugar or any contractor under workers' compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. US. Sugar recognizes the broad nature of this indemnification and hold harmless article. and voluntarily makes this covenant for good and valuable consideration provided by the School District in support of this indemnification in accordance with the laws of the State of Florida. This article will survive the termination of this Contract. in the event of loss, damage or injury to US. Sugar and/or U.S.. Sugar property, US. Sugar shall look solely to any insurance in its favor without making any claim against the School Board of Palm Beach County, Florida. US Sugar hereby waives any right of subrogation against the School Board of Palm Beach County, Florida. for loss, damage. or injury within the scope of the. Contractor?s insurance, and on behalf of itself and its insurer, waives all such claims against the School Board of Palm Beach County. Florida. NOTE: The terms and conditions of' this Agreement shall apply with respect to. US. S-ugar?s operations for any school or ancillary facility owned by the School Board of Palm Beach County. Florida. 14. Insurance will be required as stated below. The School District shall be named as an additional insured. Sugar shall provide the Certificatesls) of insurance for required coverage within seven (7) days of the date of request by the Planning intergovernmental Relations Department, but in any respect .at least thirty (30) days prior to the commencement of this Agreement. A copy of the actual INSURANCE POLICY must be included with the Certificate of Insurance. 3. COMPENSATION: U.S. Sugar must comply with Section 440, Florida Statutes, Workers' Compensation and Employees" Liability Insurance with minimum statutory limits or elective exemptions as defined in' Florida Statute 440 will be considered on a case by case basis. Required Endorsements: 0 Waiver of Subrogat?ion WC 0003 13 or its equivalent b. COMMERCIAL GENERAL LIABILITY: US. Sugar shall procure and maintain, for the life of this Agreement. Commercial General Liability insurance. This policy shall provide coverage for death. bodily injury. personal injury, products and completed operations liability and property damage that could arise directly or indirectly from the performance of this Agreement. it. must be an occurrence term policy. THE SCHOOL BOARD OF PALM BEACH COUNTY, FLORIDA SHALL BE NAMED AS AN ADDITIONAL INSURED ON THE CERTIFICATE FOR COMMERCIAL GENERAL LIABILITY INSURANCE. The minimum limits of coverage shall be $1,000,000 per occurrence, Combined, Single Limit for Bodily Injury Liability and Property Damage Liability. Required Endorsements: 0 Additional Insured their-equivalents. Page 5 Note: CG 20 10 or CG 2026 must be accompanied by CG 20 37 to include products/completed operations. 0 Waiver of Transfer Rights of Recovery CG 2.4 04 or its equivalent. 0 Primary and noncontributory - CG 2001 or its equivalent. Note: If bianket endorsements are being submitted. please include the entire endorsement and applicable policy number. 0. BUSINESS AUTOMOBILE LIABILITY: Vendor?s name shall procure and maintain, for the life of the contract. Business Automobile Liability insurance. THE SCHOOL BOARD OF PALM BEACH COUNTY. FLORIDA SHALL BE NAMED AS AN ADDITIONAL INSURED ON THE CERTIFICATE FOR AUTOMOBILE LIABILITY INSURANCE. The minimum limits of coverage shall be $1,000,000 per occurrence. Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This coverage shall be an "Any Auto" form policy. The insurance must be an occurrence form policy. In the event U.S. Sugar does not own any vehicles. the School District will accept hired and non-owned coverage in the amounts listed above. In addition. the School District will require an affidavit signed by the awarded proposer indicating the following: U.S. Sugar does not own any vehicles. in the event the company acquires any vehicles throughout the term of the contract. US. Sugar agrees to purchase. "An-y Auto? coverage- as of the date of acquisition. 15. ALCOHOL. TOBACCO AND FIREARMS PROHIBITED: The manufacture. distribution, dispensation. possession, consumption or use of alcohol. tobacco products of any kind. e?cigarettes or controlled substances or possession of firearms on Property is strictly prohibited and violation of'this provision shall be cause for immediate termination of this Agreement. 16. ASSIGNMENT: This Agreement may not be assigned by US. Sugar. without School District's written consent, which may be granted or withheld by School District in its sole and absolute discretion. 1'7. AMENDMENTS OF AGREEMENT: No modification. amendment. or alteration in the terms or conditions contained in this Agreement shall be effective: unless contained in a written document prepared with the same or similar formality as this Agreement and executed on behalf of each party hereto. 18. AUTHORITY OF PARTIES: Each person signing this Agreement on behalf of either party individually warrants that he or she has full. legal power to execute this Agreement on behalf of the party for whom he or she is signing. and to bind and obligate such party with respect to all provisions contained in this Agreement. ?19. CHOICE OF LAW AND This Agreement shall be governed by. construed and enforced in accordance with the laws of the State of Florida without regard to its conflict of laws provisions. The parties agree that any controversies or legal disputes arising out of this Agreement and any action involving the enforcement. or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of the Fifteenth Judicial. Circuit of Palm Beach County. Florida. This Agreement shall not be construed more strongly against any party regardless of who was responsible for its preparation or drafting. 2'0. COMPLIANCE WITH Each party shall comply with all applicable federal and state laws. codes. rules and regulations in performing its duties, responsibilities and obligations pursuant to this Agreement. Page 6 21. DEFAULT: The parties agree that, in the event either party is in defauit of its obligations under this Agreement. the non?defaulting party shall provide to the defaulting party thirty (.30) days written notice to cure the default. in the event the defaulting party faiis to cure the default within the thirty day cure period, the non~defaulting party shall be entitled to seek any remedy available to it at law or equity. including. but not limited to, the right to terminate this Agreement and seek damages. if any. 22. DATE OF AGREEMENT: The Effective Date of this Agreement shall berthe date that the last party executes this Agreement. This Agreement may be executed in one o-r'more counterparts, all of which shall constitute one original. 23. ENTIRE AGREEMENT: This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter hereof. 24. EQUAL OPPORTUNITY PROVISION: The parties agree "that no person shall. on the grounds of race. color. sex. national origin. disability. religion. ancestry. marital status. sexual orientation. gender. gender identity or expression be exc?iuded from the. benefits of. orbs subjected to any form of? discrimination under any activity carried out by the performance of this Agreement. 25. FURTHER Both parties agree to execute and deliver to the other such. further documents or instruments as may be reasonable and necessary to permit performance in accordance with the terms. conditions- and covenants hereof. 2-6.. The paragraph headings or captions appearing in this Agreement are for convenience only and are not to be considered in interpreting this Agreement. 27. INSPECTOR GENERAL: Sugar agrees and understands. that the School Boards Office of inspector General ("Inspector General?) shall have immediate. complete and. unrestricted access to sit papers. books. records. documents, information, personnel. processes (including meetings). data. computer hard drives, emails. instant messages. "facilities or other assets owned. borrowed or used by US. Sugar with regard to the Agreement. U.-S.. Sugar's employees. vendors. officers and agents shall furnish the inspector General with requested information and records within their custody for the purposes of conducting an investigation or audit. as well as provide reasonable assistance to. the inspector General in locating assets and obtaining records and documents as needed for investigation or audit relating to the Agreement. Furthermore. U.S. Sugar understands, acknowledges and agrees to abide by "School Board. Policy 1.092. 28. LIE-NS: U..S. Sugar?s interest in the Property shall not be subject. to iiens arising from School District?s use of the Property. or exercise of the rights-granted hereunder. School District?s shall promptiy cause any lien imposed against the Property to be discharged or transferred to bond. 29. NOTICES: All notices, requests. demands and other communication hereunder" shall be in writing. sent by certified mail. return receipt requested. postage prepaid to the following addresses or to such other addresses as shall be furnished in writing by either party to the other. All such notices shalibe effective upon receipt. or the date which the postai authorities designate the notice as undeliverable as evidenced by the return receipt. lf'to U.S. Sugar: United States Sugar Corporation ATTN: Kenneth McDuffie Post Office Box 1207 Clewiston. Florida 334404207 Page 7 If? to School District: Director of Planning and Intergovernmentai Relations School Board of Palm Beach County, Florida 366-1 interstate Parkway North. Suite 200 Riviera Beach, FL 33404 With copy to: General Counsel PO. Box 19239 West Palm Beach. FL 33.416 30. PUBLIC RECORDS COMPLIANCE: U.S. Sugarshall keep all books and records with respect to this Agreement. which are considered public records in accordance with Chapter 119. Fla. Stat. US. Sugar shall be responsible for compliance with any public documents request served upon it pursuant to Section 119.07, Florida Statutes. and any resultant award of attorney's tees for non?compliance with that law. 31. RECORDING: In no event shall this Agreement or any Memorandum hereof be recorded in the official or public records where the Property is located. and any such. recorda?don or attempted recordation shall constitute a default under this Agreement by the party responsible for such record-anon or attempted recordat?ion. 3'2. it any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of? competent jurisdiction to be void or unenforceable for any reason. the same shall in no way affect. to the maximum extent permissible by law. any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court. or the validity or enforceability of'thisAgreement as a whole. 33. Upon execution of this Agreement by US. Sugar. this Agreement shall be binding upon and inure to the benefit of US. Sugar, its successors or assigns. Upon approval of this Agreement by the School District, its successors and assigns will be similarly bound. All pronouns and variations thereof shall be construed so as to refer to the masculine. feminine. neuter. singular or plural thereof. as the identity of the person or persons or as the situation may require. 34. SURVIVAL: Provision-s contained in this Agreement that. by their sense and context. are intended to survive the expiration or termination of this Agreement. shall so survive. 35. TERMINATION. OF AGREEMENT: This agreement may be canceled. with or with-out cause. by the School Board during the term hereof upon .ninety (90) days written notice to US. Sugar of its desire to terminate this agreement. In the event that the School Board exercises its. right to terminate. the School Board shall have no liability to US. Sugar for loss of the current or tuture crops. ratoon or any other losses or dam-ages sustained by U.S. Sugar as a result of the termination. Termination of this Agreement shall not affect any rights, obligations. and liabilities of the parties arising out of matters which occurred prior to termination. 36. TIME OF THE ESSENCE: Time is of the essence in the. performance of this Agreement. 37. WAIVER OF JURY TRIAL: EACH OF THE PARTIES HERETO HEREBY KNOWINGLY. VOLUNTAR-ILY. AND WA-IVES THE RIGHT EITHER OF- THEM MAY HAVE TO A TRIAL. BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON. OR ARISING OUT OF. UNDER OR IN CONNECTION WITH THIS AGREEMENT. Page 8 38. WAIVER OF PROVISIONS: The parties agree that each requirement. duty and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore. is a material term hereof. Any party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modi?cation of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modi?cation ofthe terms of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names on the dates set forth below. SCHOOL DISTRICT: THE SCHOOL BOARD OF BEACH COUNTY, FL 8 corporate poli By: Chuc ATTEST: APPROVED AS TO FORM: By: .. ai'm??'mbz?timmw Robert M. Avossa. #perintendent ?a . i? .- Date: 7 Schoot Board Attorney ATTEST: United States ugar Corporation: cs By: QWCK in By: Kennleth McDuFfieJ Senior Vice-Presi ent of Sugarcane Operations Page 9 EXHIBIT Payment-to the grower is calculated based on the-amountef net. stand?a rd tons of cane delivered to USSC, which is calculated by. applying associated quality- facters to the gross tons of cane delivered. The quality teeters include. Average. Normal Juice Sucrose and a Trash Multiplier. Price. used in the payment calculation is based on the average net selling price received by USSC for the sale of Refined sugar. The NSP is then reduced by 55% and multiplied by the fair price determination factor of 51.15:. See: example below for a payment calculation if 100 gross tons. were delivered by a Grower tp USSC with estimated quality- facters and an NSP Average Narmal Juice. Sucrose Average Trash Multiplier Quality 'Fector Multiplier Gross Tons Delivered Calculated Net Tons Delivered Calculated NST Delivered NSF 5% Reduction NSP 95% Factor of. $1.15 Average Price-per NST Gross Value of Delivered MST {fi- 0.97 1.25 100.00 9?.00 121.25 34.00 1-30- 32.30 1.15 337.15 $1,503.83 A EXHIBIT United States Sugar Corporation Caioulatien of Partial Payment for Sugar Cane Purchased "in Crop Year 2015 - 29% RGSENWALD Value of Gene Delivered (Exoiuding Bane Under 9.5% Sucrose} Payment Date: November 17, 2016 Week Ending: November 13, 2016 Average Normal Juice Sucroee 14.1?6 Gross Tons 346.89 Trash Multiplier 0.94.39 Net Tons Delivered 327.39 Quality Factor Multiplier -.. Net Standard Tons Delivered 382.263 Estimated Average Blended Price 927.3900 Fair Price Determination Factor . 1.1-5- Estimated. Average Price per Net Standa'rd'Ton 31.9gog__ Gross Value of Delivered Net Standard Tons 132,041.29 Gross Value of Dry Bagaase 0,90 Galoulatiea Feyerent Due 100.00%. Advance PaymentAmount 12,041.29 Molasses Bonus (327.39 Net Tons $15800) 517.23 .Total Allowable Payment 12,553.59 Elevator Charge 0.90 Harvesting Charge 2,167.81 Truck. Charge 0.90- Miseellaneous Charge 0.00- Pro- Ratalnteresta .6113 Dry Biagaese 0.00- Total Deductions 2,234.94 Net Proceeds 10,323.92 Lees Previous Payments 9,939.68. Payment for the Week $383.94 - Adjoetmente in Prior Peridda I I I {No Adjustments) Printed: 0223mm? Cam Crap ?ycia EXHIBIT Amii-?i?? Maya?i? - ?ammberu Jamaryw? 8 Februaryk'i? November-via Field Harvested Gmwing Season Fieid Harveatecl Growing $39,330:: Decamberais Ja?uaryww a gAugust??RQ Saptembes'nw - March-s2"? Field Hawastad Fallow Fieid Raplanted Grnwing Sea-5m Apriiwz?i May-21 a ?ecember-z? Jammy-e23 Fgmuarym Qc'tmbawz? Field Hat-?waged Growing Sewer?: Field Hawasied (Brewing Season Mavambar?g Eacemmhw Fietd Haweated Field Regular-125m EXHIBIT Paymentto-the- grower is calculated based on the-a mount of net standard (NST) tons of cane delivered. to USSC, which. is calculated by applying associated quality factors to the gross tons of cane delivered. The quality factors include Average Normal Juice Sucrose and 3 Trash Multiplier. Price used in the payment calculation is based on the average net selling price received by: USSC for the sale of Refined sugar. The NSP is then reduced by 5% and multiplied by the fair price determination factor of $1.15. See. example below for a payment calculation if 100 gross tons were delivered by Grower to USSC with estimated quality factors and ?Ave rage. Norma l. Juice. Sucrose 15.00 A Average Trash Multiplier 0.97 Quality Factor Multiplier 1.25 Gross Tons Delivered 100.00 E) Calculated Net Tons Delivered 97.00 Calculated NST Delivered 121.25 3-: a 3 34.00 5% Reduction we 6 5% NSP 95% 33 32.39 (3 I Factor o.f$1.15 1.3.5 Average Price per NST 1-5 I Gross Value (if-Delivered NET 5 =2 i. PROJECT: New Riviera Beach High School Property Control No.: 56-43-42-29?24-000-0050; 56-43-42-29-24-000-0061 BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT STATE OF FLORIDA COUNTY OF PALM BEACH Beforg, me the undersigned?uthority personally appeared/54 (or! ("Affiant") this .725 day of who first being duly sworn} as required by law subject to the penalties prescribed for perjury deposes and says: 1) Affiant has read the contents of this Affidavit. has actual knowledge of the facts contained herein, and states that the facts contained herein are true correct and complete 2) That Ruff?? whose address JIISILI ?3th has requested use of the property more particularly described' In Exhibit attached hereto ahd rh?ade a part hereof (hereinafter called the "Premises"). The following is a list of every "person" (as defined in Section 1. 01 (3), Florida Statues) holding 5% or more of the beneficial interest in the disclosing entity: (If more space is needed, attach separate sheet) Name Address Interest This affidavit is given in compliance with the provisions of Sections 286.23, Florida Statutes. FURTHER AFFIANT SAYETH NOT. By: 3w TO before me this 073 day of MKOA .2017, by a. Such person(s). (Notary Public must check applicable box): Is/are personally known to me. produced a current driver icense(s). produced as identi?cation. (NOTARY PUBLIC SEAL) \d Mi Notary Public i? 6 Le?: \Jdruq'lr?? (Print, Type or Stamp Name of Notairy Public) um. WW LEWIS R. WR GHT MY COMMISSION FF246426 am EXPIRES: August 2019