CONTRACT NO. 2008000121 FOR LANDFILL GAS PURCHASE (ZEMEL ROAD LANDFILL) NOVATION OF CONTRACT BY SUBSTITUTION OF NEW PARTY FOR DISCHARGED PARTY
CONTRACT
NO. 2008000121
FOR
LANDFILL GAS PURCHASE
(XXXXX
ROAD LANDFILL)
NOVATION OF CONTRACT BY
SUBSTITUTION OF
NEW PARTY FOR DISCHARGED
PARTY
THIS AGREEMENT is made the 22nd day of
January, 2009, between Charlotte County, a political subdivision of the State of
Florida (hereinafter "County"), 00000 Xxxxxxx Xxxxxx, Xxxxxxx 00000, and GES –
Port Charlotte, LLC, a subsidiary of Global Energy Systems, Inc., 0000 Xxxxxxxxx
Xxxx, X.X. Xxxxx 000, Xxxxx Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (hereinafter
“Global”) and North American Natural Resources-Southeast, LLC, a Michigan
limited liability company, 0000 Xxxxxx Xxxx, Xxxxx 00, Xxxxxx, Xxxxxxxx, 00000
(hereinafter “North American”).
RECITALS
WHEREAS, County and North American
entered into Contract No. 2008000121, as well as the associated Site Lease
Agreement attached thereto as Exhibit A, (the “Site Lease”) on July
22, 2008. This contract provided that North American would construct
a landfill gas control and collection system and an energy
facility on the leased land for converting the gas into electricity,
would purchase the collected gas and convert the gas into electricity; and would
assist with the marketing of carbon credits; and
WHEREAS, North American has
entered into an agreement to sell and assign the Contract No. 2008000121 and the
Site Lease to Global and desires to assign all rights,
responsibilities and liabilities of Contract No. 2008000121 and the
Site Lease to Global. See Assignment and Assumption Instrument
attached hereto as Exhibit A; and
WHEREAS, North American desires to be
discharged from the performance of the obligations enumerated in Contract No.
2008000121 and the Site Lease; and
WHEREAS, County desires to release
North American from the obligations described in Contract No. 2008000121 and the
Site Lease, provided that Global agrees to perform the obligations and to be
bound by the terms of the Contract No. 2008000121 and the Site
Lease.
NOW, THEREFORE, for the reasons recited
above, and in consideration of mutual covenants contained herein, the parties
agree as follows:
1. Global
shall perform the obligations of North American that are enumerated under the
Contract No. 2008000121 and the Site Lease, and Global agrees to be bound by all
the terms of the Contract No. 2008000121 and the Site Lease in every way as if
an original party thereto.
2. County
releases North American, from all claims for any liability that has arisen or
may have arisen in respect to the Contract No. 2008000121 and the Site
Lease. County accepts the liability of Global in lieu of the
liability of North American, County shall be bound by the terms of the Contract
No. 2008000121 and the Site Lease in every way as if Global was named in the
Contract No. 2008000121 and the Site Lease in place of and releases North
American as a party thereto.
3. This
agreement supersedes the contracts listed above that were entered
into by County and North American, and all the rights and obligations of North
American under the Contract No. 2008000121 and the Site Lease are completely
extinguished. The Contract No. 2008000121 and the Site Lease and all
amendments, if any, executed under the Contract No. 2008000121 or the Site Lease
between North American and the County are hereby incorporated by this reference
to define the extent of the liability of Global under this
agreement.
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4. County
and Global further agree and acknowledge that: (i) each of Contract No.
2008000121 and the Site Lease is in full force and effect and has not been
modified or amended, (ii) true and correct copies of Contract No.
2008000121 and the Site Lease are attached hereto and made a part hereof as
Exhibit B, (iii) the assignor (North American) is not in default under
either Contract No. 2008000121 or the Site Lease, and (iv) County is not aware
of any situation that would cause it to issue a notice of default, termination
or cancellation of Contract No. 2008000121 or the Site Lease.
5. County,
North American, and Global consent to all the provisions of this
agreement.
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties have
executed this agreement on the day and the year first above
written.
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WITNESSES:
Signed
By: /s/ Xxxxxxxx
Xxxxxxxx
Print
Name: Xxxxxxxx
Xxxxxxxx
Date:
1/26/2009
Signed
By: /s/ Xxx
Xxxxx
Print
Name: Xxx
Xxxxx
Date:
1/26/2009
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GES
– PORT CHARLOTTE, LLC
Signed
by: /s/ Xxxxxxx
Xxxxxxxxxxxx
Print
Name: Xxxxxxx
Xxxxxxxxxxxx
Title:
EVP, CFO and
COO
Date:
1/26/2009
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WITNESSES:
Signed
By: /s/ Xxxx
Vulgam
Print
Name: Xxxx
Vulgam
Date:
1/22/2009
Signed
By: /s/ Xxxxxxxx
Xxxxxx
Print
Name: Xxxxxxxx
Xxxxxx
Date:
1/22/2009
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NORTH
AMERICAN NATURAL
RESOURCES – SOUTHEAST, LLC Signed
by: /s/ Xxxxxxx
Xxxxxx
Print
Name: Xxxxxxx
Xxxxxx
Title:
Member/Manager
Date:
1/22/2009
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BOARD
OF COUNTY COMMISSIONERS
OF CHARLOTTE COUNTY, FLORIDA |
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ATTEST:
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By:
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/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxx
X. Xxxxx, Clerk of Circuit
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Xxxxxxxx
X. Xxxxx , Chair
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Court
and Ex-officio Clerk to the
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Board
of County Commissioners
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Date:
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January 22, 2009
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By:
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/s/ Xxxx X. Xxxxxxx
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Deputy
Clerk
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APPROVED AS TO FORM | ||||
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By:
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/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx
X. Xxxxxxxx, County Attorney
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LR
08-787
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