Exhibit 10.1.4
FOURTH AMENDMENT
TO
LEASE AGREEMENT
AND
REAFFIRMATION OF GUARANTY
By and Among
The Indiana Port Commission,
Aventine Renewable Energy-Mt Vernon,
LLC
And
Aventine Renewable Energy Holdings,
Inc.
FOURTH AMENDMENT TO LEASE
AGREEMENT
AND REAFFIRMATION OF
GUARANTY
THIS FOURTH AMENDMENT TO LEASE AGREEMENT AND
REAFFIRMATION OF GUARANTY (" Fourth Amendment ") is made and
entered into this 19 th day of June, 2008 by and among the
INDIANA PORT COMMISSION, a body corporate and politic existing
under the laws of the State of Indiana (the " Commission "),
AVENTINE RENEWABLE ENERGY-MT VERNON, LLC a Delaware Limited
Liability Company (" Lessee ", and together the "
Parties ") and AVENTINE RENEWABLE ENERGY HOLDINGS, INC. ("
Guarantor ").
RECITALS:
A. The
Commission is charged with the management and operation of the
Ports of Indiana, including the Port of Indiana-Mount Vernon, in
Posey County, Indiana (the " Port ").
B. The
Parties entered into a certain Lease Agreement dated October 31,
2006, which was executed by the Office of the Attorney General and
the Office of the Governor on January 19, 2007 and January 24, 2007
respectively (the “ Original Lease ”), which
Original Lease was amended by (i) a certain First Amendment to
Lease Agreement and Reaffirmation of Guaranty dated June 14, 2007
among the Parties and Guarantor, (ii) a certain Second Amendment to
Lease Agreement and Reaffirmation of Guaranty dated October 18,
2007 among the Parties and Guarantor, and (iii) a certain Third
Amendment to Lease Agreement and Reaffirmation of Guaranty dated
December 20, 2007 among the Parties and Guarantor (said Original
Lease as so amended is herein referred to as the " Lease "),
whereby the Commission leased to Lessee and Lessee leased from the
Commission that certain real estate described in the Lease, located
at the Port of Indiana-Mount Vernon, a port managed and operated by
the Commission in Posey County, Indiana.
C. The
Parties have agreed to amend the Lease to remove from the Leased
Premises the relocated Southwind Port Road (depicted on
Exhibit A-2 hereto), to add to the Leased Premises
the former Southwind Port Road (Parcel # 2A depicted on
Exhibit A-2 hereto) and to make other changes in the
legal descriptions of the Leased Premises.
D. Guarantor
is joining in the execution of this Fourth Amendment solely for
purposes of consenting to all provisions of this Fourth Amendment
and ratifying, confirming and reaffirming its obligations under
that certain Lease Guaranty dated as of October 31, 2006 (the "
Lease Guaranty ").
E. Lessee,
the Commission and Guarantor have each had substantial
participation in the preparation of this Fourth Amendment which
shall become effective upon execution by the Parties.
F. At
a properly convened public meeting, the Commission has duly
approved the execution and delivery of this Fourth Amendment by its
duly authorized officers.
NOW, THEREFORE, in consideration of the
foregoing premises, the mutual undertakings hereinafter set forth,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Commission,
Lessee and Guarantor (solely for purposes of its agreement to the
provisions of Paragraph 6 below) hereby agree as
follows:
1. Lines
1 through and including 15 of Section 1.01 of the Lease are hereby
deleted in their entirety and replaced by the following:
Section 1.01
. THE DEMISE
. The Commission does hereby demise and lease to Lessee,
and Lessee does hereby lease from the Commission, that certain real
estate consisting of approximately 118 acres, more or less, located
at the Port of Indiana – Mount Vernon, a port managed and
operated by the Commission in Posey County, Indiana; said real
estate being more particularly described as Parcel # 1, Parcel # 2,
Parcel # 2A, Parcel # 3, Parcel # 3A, Parcel # 4, Parcel # 4A,
easement Parcel # 5 and easement Parcel # 6 on Exhibit
A attached hereto and incorporated herein by this reference
and depicted on Exhibit A-1 attached hereto and
incorporated herein by this reference (the “ Real
Estate ”; the buildings, structures fixtures
and other improvements now or hereafter located on the Real Estate
being herein referred to as the “ Improvements
”; and the Real Estate and Improvements being herein referred
to as the “ Leased Premises ”). The
Real Estate is located within the Port more particularly described
on Exhibit A-2 attached hereto and incorporated
herein by this reference. The demise further grants to
Lessee:
The remainder of Section 1.01,
commencing with clause (i), is not amended.
2.
Exhibit A to the Lease is hereby deleted in its
entirety and replaced by Exhibit A – DESCRIPTION OF
LEASED REAL ESTATE attached to this Fourth Amendment and
incorporated herein by this reference.
3. The
caption of “ Exhibit A-1 ” to the Lease
is hereby amended to be “ Exhibit A-2 –
DESCRIPTION OF PORT REAL ESTATE .
4.
Exhibit A-1 – PLAT OF LEASED REAL ESTATE to
this Fourth Amendment is hereby added to the Lease, immediately
following Exhibit A and preceding Exhibit
A-2 .
5. The
following paragraph is hereby added to the end of Section 1.01 of
the Lease:
Reference is hereby made to a
certain ALTA/ACSM Land Title Survey of the Real Estate prepared by
Morley and Associates, Inc. as Job No. 7313 dated 2/8/2007 and last
revised 6/13/2008 (the “ Survey ”), which is the
Survey delivered by Lessee to the Commission pursuant to Section
1.01 of the Original Lease, as so last revised. Within a
reasonable period of time after the completion of the Project, and
at such other times prior to such completion as determined by
Lessee or reasonably requested by the Commission, Lessee shall
provide to the Commission at Lessee’s sole expense further
revisions of the Survey to show the as-built conditions and such
other matters relating to the Real Estate as determined by Lessee
or reasonably requested by the Commission. Promptly
after the receipt of any such revisions, the Parties shall enter
into amendments to the Lease and the Memorandum in form and
substance reasonably satisfactory to each of them setting forth any
changes to the metes and bounds descriptions of the Real Estate,
any details of any of the easements referred to in clauses (i)
through (iv) of Section 1.01 of the Lease and/or any other matter
relating to the Real Estate, any such items or any such revisions
of the Survey reasonably requested by either of them, including the
satisfaction of the following notes appearing on the
Survey:
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Note to east portion of Parcel #1
concerning additional railroad tracks to be installed by the
Commission to serve Consolidated Grain and Barge, to the effect
that: “Additional railroad tracks to be installed by the
Indiana Port Commission, land to be surrendered back to the
Commission and deleted from the Leased Premises by an amendment to
the Lease between the Commission and Aventine Renewable Energy
– Mt Vernon, LLC.”
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Note to east line of former
Southwind Port Road (Parcel # 2A) to the effect
that: "Underground Water Line (unrecorded) shown on
Indiana Port Commission Master Easement Drawing, to be surrendered
north of the water valve by Agreement to be agreed among the
Commission, the City of Mt Vernon and any other applicable
parties."
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Note to the area on the
Commission’s land south of Parcel # 1 between the railroad
tracks and the underground water line to the effect
that: "Drainage Easement in location to be determined to
be granted by
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Agreement between the Indiana Port
Commission, Grantor, and Aventine Renewable Energy – Mt
Vernon, LLC, as Grantee."
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Note to the areas between the
relocated Southwind Port Road and the railroad tracks and Parcels #
2 and # 3: "Drainage Easement in location to be
determined between relocated Southwind Port Road and railroad
tracks and Parcels # 2 and # 3, to be provided in an Agreement
between Aventine Renewable Energy – Mt Vernon, LLC, Grantor,
and the Indiana Port Commission, as Grantee."
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Note to variable width utility
easement to the west of former Southwind Port Road (Parcel # 2A) to
the effect that: "Variable Width Utility Easement
(Unrecorded) shown on Indiana Port Commission Master Easement
Drawing, to be surrendered by Agreement to be agreed among the
Indiana Port Commission, the City of Mt Vernon and any other
applicable parties."
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The Parties agree to cooperate in
good faith to cause the agreements referred to in said notes to be
executed and delivered and the actions referred to in said notes to
be taken.
6. Guarantor
hereby consents to the amendments to the Lease made by this Fourth
Amendment and agrees that such amendments shall not affect, impair,
discharge, relieve or release Guarantor of its obligations under
the terms of the Lease Guaranty, and that such Lease Guaranty shall
be deemed to reference the Lease as amended hereby. Guarantor
hereby ratifies, confirms and reaffirms in all respects, the Lease
Guaranty, and agrees that said Lease Guaranty shall continue in
full force and effect.
7. The
Commission and Lessee agree that the above and foregoing Recitals
are true, correct and complete and are hereby incorporated and made
a part of this Fourth Amendment as if completely and fully set
forth herein. Capitalized terms used in this Fourth Amendment
without definition shall have the meanings set forth in the Lease
as previously amended, except that any internal references in the
Lease to the word " Lease " shall mean the Lease, as
previously and hereby amended, wherever therein the context so
requires in order to give meaning to this Fourth
Amendment.
8. Lessee
and the Commission hereby affirm, reaffirm and confirm that as of
the date hereof the Lease is in full force and effect, that the
Lease has not been modified or amended (except as provided in this
Amendment) and that all of the Commission's and Lessee's
obligations accrued to date have been performed. Lessee and
Commission hereby agree that there are, as of the date hereof,
regardless of the giving of notice or the passage of time, or both,
no defaults or breaches on the part of
the Commission or Lessee under the
Lease, as amended by this Fourth Amendment. Each of Lessee and the
Commission hereby ratify the provisions of the Lease on behalf of
themselves and their respective successors and assigns and agree to
attorn and be bound to each other and their respective successors
and assigns as to all of the terms, covenants and conditions of the
Lease, as amended hereby. This Fourth Amendment shall be
incorporated into and made a part of the Lease and all provisions
thereof not expressly modified or amended hereby shall remain in
full force and effect. Nothing contained in this Fourth Amendment
(except, as applicable, for the specific amendments to the Lease
set forth in this Fourth Amendment) shall release or relieve Lessee
or Commission from their respective obligations or liabilities
under the Lease accruing prior to the date hereof.
9. Except
as expressly amended and modified by this Fourth Amendment, the
Lease shall otherwise remain in full force and effect, the parties
hereto hereby ratifying and confirming the same. This Fourth
Amendment, together with the Lease, is the complete understanding
between the parties and supersedes all other prior agreements and
representations concerning its subject matter. To the extent of any
inconsistency between the Lease and this Fourth Amendment, the
terms of this Fourth Amendment shall control.
10. Immediately
following the signature page of this Fourth Amendment is the
Addendum of State required contract provisions previously executed
by the Parties. The Parties reaffirm the covenants and affirmations
contained in said Addendum and incorporate the same into this
Fourth Amendment.
[Signature Page
Follows]
IN WITNESS WHEREOF, the parties hereto have
executed this Lease as of the day, and month and year first
above-written.
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ATTEST:
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INDIANA PORT
COMMISSION
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Approved as to form and
legality
This 24 th day of June, 2008.
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APPROVED
DATE: July 10, 2008
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/s/ Mitchell E. Daniels,
Jr.
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Attorney General of
Indiana
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The Honorable Mitchell Daniels
Governor of Indiana
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ATTEST:
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Aventine Renewable Energy - Mt
Vernon, LLC
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Lynn K. Landman, VP & General
Counsel
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Ronald H. Miller, President &
CEO
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ATTEST:
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Aventine Renewable Energy
Holdings,
Inc.
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Lynn K. Landman, VP & General
Counsel
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Ronald H. Miller, President &
CEO
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This instrument was prepared jointly
by David W. Haniford, General Counsel Indiana Port POI
(Atty#7438-79)
150 W. Market St., Ste 100,
Indianapolis, IN 46204 (317) 232-9204 and Joseph J. Sperber,
Attorney at Law, Davis Polk & Wardwell, 450 Lexington Avenue,
New York, NY 10017 (212) 450-4375
I affirm, under the penalties for
perjury, that I have taken reasonable care to redact each Social
Security number in this document, unless required by law. David W.
Haniford, Attorney at Law
ADDENDUM OF
STATE REQUIRED CONTRACT
PROVISIONS
EXHIBIT E
ADDENDUM
This Addendum is entered into by and
between the Ports of Indiana (the " State ") and Aventine
Renewable Energy-Mt Vernon, LLC (the " Contractor "), and
collectively known as the " Parties ". The
purpose of this Addendum is to modify, delete, or amend certain
terms and conditions set forth in the attached Fifth Amendment ("
Agreement "). This Addendum and the Agreement are
incorporated into each other and, when read together, shall
constitute one integrated document. Any inconsistency,
conflict, or ambiguity between this Addendum and the Agreement
shall be resolved by giving precedence and effect to this
Addendum.
1. Authority
to Bind Contractor
The signatory for the Contractor
represents that he/she has been duly authorized to execute this
Contract on behalf of the Contractor and has obtained all necessary
or applicable approvals to make this Contract fully binding upon
the Contractor when his/her signature is affixed, and certifies
that this Contract is not subject to further acceptance by
Contractor when accepted by the State of Indiana.
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A.
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The Contractor shall comply with all
applicable federal, state and local laws, rules, regulations and
ordinances, and all provisions required thereby to be included
herein are hereby incorporated by reference. The
enactment of any state or federal statute or the promulgation of
nays or regulations thereunder after execution of this Contract
shall be reviewed by the State and the Contractor to determine
whether the provisions of this Contract require found
modification.
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B.
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The Contractor and its agents shall
abide by all ethical requirements that apply to persons who have a
business relationship with the State, as set forth in Indiana Code
§ 4-2-6 at seq., the regulations promulgated thereunder, and
Executive Order 04-08, dated April 27, 2004. If the
tractor is not familiar with these ethical requirements, the
contractor should refer any questions to the Indiana State Ethics
Commission, or visit the Indiana State Ethics Commission website at
http://www.in.gov/ethics/
. If the Contractor or its agents violate any applicable
ethical standards, the State may, in its sole discretion, terminate
this Contract subject to the notice and cure provisions of Sections
11.01(i) and 7.02 of the Agreement. In addition, the
Contractor may be subject to penalties under Indiana Code §
4-2-6-12.
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C.
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The Contractor certifies by entering
into this Contract, that neither it nor its principal(s) is
presently in arrears in payment of its taxes; penult fees or other
statutory, regulatory or judicially required payments to the State
of Indiana. Further, the Contractor agrees that any
payments in arrears and currently due to the State of Indiana may
be withheld from payments due to the
Contractor. Additionally, further work or payments may
be withheld, delayed, or denied
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and/or this Contract suspended until
the Contractor is current in its payments and has submitted proof
of such payment to the State.
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D.
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The Contractor warrants that it has
no current or pending or outstanding criminal, civil, or
enforcement actions initiated by the State of Indiana pending, and
agrees that it will immediately notify the State of any such
actions. During the term of such actions, Contractor
agrees that the State may delay, withhold, or deny work under any
Supplement or contractual device issued pursuant to this Contract
and any supplements or amendments.
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E.
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If a valid dispute exists as to the
Contractor's liability or guilt in any action initiated by the
State of Indiana or its agencies, and the State decides to delay,
withhold, or deny work to the Contractor, the Contractor may
request that it be allowed to continue, or receive work, without
delay. The Contractor must submit, in writing, a request
for review to the Indiana Department of Administration (IDOA)
following the procedures for disputes outlined herein, A
determination by IDOA shall be binding on the parties.
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F.
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Any payments that the State may
delay, withhold, deny, or apply under this section shall not be
subject to penalty or interest under IC 5-17-5.
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G.
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The Contractor warrants that the
Contractor and its subcontractors' if any, shall obtain and
maintain all required permits, licenses, and approvals, as well as
comply with all health, safety, and environmental statutes, rules,
or regulations in the performance of work activities for the
State. Failure to do so may be deemed is a material
breach of this Contract and grounds for Immediate termination of
the Agreement and denial of further work with the Stet; subject to
the notice and cars provisions of Sections 11.01(1) and 7.02 of the
Agreement.
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H.
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The Contractor hereby affirms that
it is properly registered and owes no outstanding reports with the
Indiana Secretary of State.
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I.
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As required by IC
5-22-3-7:
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(1)
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the Contractor and any principals of
the Contractor certify that (A) the Contractor, except for de
minimis and nonsystematic violations, has not violated the terms of
(i) IC 24-4.7 [Telephone Solicitation Of Consumers), (ii) IC
24-5-12 [Telephone Solicitations), or (iii) IC 24-5-14 [Regulation
of Automatic Dialing Machines) in the previous three hundred
sixty-five (365) days, even if IC 244.7 is preempted by federal
law; and (B) the Contractor will not violate the terms of IC 24-4.7
for the duration of the Contract, even if IC 24-4.7 is preempted by
federal law.
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(2)
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The Contractor and any principals of
the Contractor certify that an affiliate or principal of the
Contractor and any agent acting on behalf of the Contractor or on
behalf of an affiliate 'or principal of the Contractor: (A) except
for de minimis and nonsystematic violations, has not violated the
terms of IC 24-4.7 in the previous three hundred sixty-five (365)
days, even if IC 24-4.7 is preempted by federal law; and (B) will
not violate the
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terms of IC 24-4.7 for the duration
of the Contract, even if IC 24-4.7 is preempted by federal
law.
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A.
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As used in this section:
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" Immediate family " means
the spouse and the unemancipated children of an
individual.
" Interested party "
means:
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The individual executing this
Contract;
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An individual who has an interest of
three percent (3%) or more of Contractor, if Contractor is not an
individual; or
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Any member of the immediate family
of an individual specified under subdivision 1 or 2.
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" Department " means the
Indiana Department of Administration.
" Commission " means the
State Ethics Commission.
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B.
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The Department may cancel this
Contract without recourse by Contractor if any interested party is
an employee of the State of Indiana.
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C.
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The Department will not exercise its
right of cancellation under section B, above, if the Contractor
gives the Department an opinion by the Commission indicating that
the existence of this Contract and the employment by the State of
Indiana of the interested party does not violate any statute or
rule relating to ethical conduct of State employees. The
Department may take action, including cancellation of this
Contract, consistent with an opinion of the Commission obtained
under this section.
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D.
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Contractor has an affirmative
obligation under this Contract to disclose to the Department when
an interested party is or becomes an employee of the State of
Indiana. The obligation under this section extends only
to those facts that Contractor knows or reasonably could
know.
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4. Drug-Free
Workplace-Certification.
The Contractor hereby covenants and
agrees to make a good faith effort to provide and maintain a
drug-free workplace. The Contractor will give written
notice to the State within ten (10) days after receiving actual
notice that the Contractor or an employee of the Contractor in the
State of Indiana has been convicted of a criminal drug violation
occurring in the Contractor's workplace. False
certification or violation of this certification may result in
sanctions including suspension
of contract payments, termination of
this Contract and/or debarment of contracting opportunities with
the State for up to three (3) years, subject to the notice and cure
provisions of Sections 11.01(i) and 7.02 of the
Agreement.
In addition to the provisions of the
above paragraphs, if the total contract amount set forth in this
Contract is in excess of $25,000.00, Contractor hereby further
agrees that this contract is expressly subject to the terms,
conditions, and representations of the following
certification:
This certification is required by
Executive Order No. 90-5, April 12, 1990, issued by the Governor of
Indiana. Pursuant to its delegated authority, the
Indiana Department of Administration is requiring the inclusion of
this certification in all contracts and grants from the State of
Indiana in excess of $25,000.00. No award of a contract
shall be made, and no contract, purchase order or agreement, the
total amount of which exceeds $25,000.00, shall be valid, unless
and until this certification has been fully executed by the
Contractor and made a part of the contract or agreement as part of
the contract documents.
The Contractor certifies and agrees
that it will provide a drug-free workplace by:
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A.
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Publishing and providing to all of
its employees a statement notifying them that the unlawful
manufacture, distribution, dispensing, possession or use of a
controlled substance is prohibited in the Contractor's workplace,
and specifying the actions that will be taken against employees for
violations of such prohibition;
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B.
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Establishing a drug-free awareness
program to inform it's employees of (I) the dangers of drug abuse
in the workplace; (2) the Contractor's policy of maintaining a
drug-free workplace; (3) any available drug counseling,
rehabilitation, and employee assistance programs; and (4) the
penalties that may be imposed upon an employee for drug abuse
violations occurring in the workplace;
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C.
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Notifying all employees in the
statement required by subparagraph (A) above that as a condition of
continued employment, the employee will (I) abide by the terms of
the statement; and (2) notify the Contractor of any criminal drug
sienna conviction for a violation occurring in the workplace no
later than five (5) days after such conviction;
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D.
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Notifying in writing the State
within ten (10) days after receiving notice from an employee wider
subdivision (C)(2) above, or otherwise receiving actual notice of
such conviction;
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E.
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Within thirty (30) days after
receiving notice under subdivision (C)(2) above of a conviction,
imposing the following sanctions or remedial measures on any
employee who is convicted of drug abuse violations occurring in the
workplace: (1) taking appropriate personnel action against the
employees, up to and including termination; or (2) requiring such
employee to satisfactorily participate in a drug abuse assistance
or rehabilitation program approved for such purposes by a federal,
state or local health, law enforcement, or other appropriate
agency; and
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F.
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Making a good faith effort to
maintain a drug-free workplace through the implementation of
subparagraphs (A) through (B) above.
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Pursuant to IC 22-9-1-10 and the
Civil Rights Act of 1964, the Contractor and its subcontractors
shall not discriminate against any employee or applicant for
employment in the performance of this Contract. The
Contractor shall not discriminate with respect to the hire, tenure,
terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race,
color, religion, sex, disability, national origin or
ancestry. Breach of this covenant may be regarded as a
material breach of this Contract The Contractor's execution of this
Contract also signifies compliance with applicable federal taws,
regulations, and executive orders prohibiting discrimination in the
provision of services based on race, color, national origin, age,
sex, disability or status as a veteran. The provisions
of this Section 5 are subject to the notice and cure provisions of
Sections 11.01(1) and 7.02 of the Agreement.
NON-COLLUSION AND
ACCEPTANCE
The undersigned attests, 'subject to
the penalties for perjury, that he/she is the Contractor, or that
he/she is the properly authorized representative, agent, member or
officer of the Contractor, that he/she has not, nor has any other
member, employee, representative, agent or officer of the
Contractor, directly or indirectly, to the best of his/her
knowledge, entered into or offered to enter into any combination,
collusion or agreement to receive or pay, and that he/she has not
received or paid, any sum of money or other consideration for the
execution of this Contract other than that which appears upon the
face of this Contract.
[ The balance of this page is
intentionally left blank ]
In Witness Whereof
, the Parties have, through duly
authorized representatives, entered into this Lease. The
Parties having read and understand the foregoing terms of the
contract do by their respective signatures dated below hereby agree
to the terms thereof.
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Indiana
Ports Commission:
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Aventine Renewable Energy –
Mt Vernon, LLC
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Signature
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/s/ Steven
Stemler
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Signature
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/s/ John R. Gray
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Printed Name:
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Steven
Stemler
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Printed Name:
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John R.
Gray
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Title:
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Designated Commissioner
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Title:
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VP Logistics &
Development
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Date:
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10/30/06
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Date:
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10/31/06
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Attest:
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/s/ Jay K.
Potesta
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Printed Name:
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Jay K.
Potesta
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Title:
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Secretary Treasurer
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Office of the Attorney
General
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Office of the
Governor
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/s/ Jason Thompson/Susan W. Gard
for
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/s/ Mitchell E. Daniels,
Jr.
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Steve Carter, Attorney
General
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Mitchell E. Daniels, Jr.,
Governor
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Date:
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1/19/07
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1/24/07
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EXHIBIT A
DESCRIPTION OF LEASED REAL
ESTATE
EXHIBIT A
Revised Survey
Description
Indiana Port Commission (Port) to Aventine
Renewable Energy-Mt Vernon, LLC (Aventine)
Parcel # 1
(Leasehold-existing
description)
Part of the Northeast Quarter of
Section 9, Township 7 South, Range 13 West in Black Township, Posey
County, Indiana; also and all of Lots 6, 7, 8, 9, 10, 11, 12, and
13, part of Ohio Street, Oak Street and part of an alley all being
part of Edson's Subdivision of Lot 48 in Kimball's Addition, as per
plat thereof recorded in Deed Record 42, Page 8 all of which is in
part of the Southeast Quarter of the Northwest Quarter of Section
9, Township 7 South, Range 13 West, in the City of Mt Vernon, Posey
County, Indiana, all being more particularly described as
follows:
Commencing at the Southwest Corner
of the Northeast Quarter of said Section 9, thence along the south
line of said Quarter, North 89 degrees 48 minutes 03 seconds East
137.70 feet to the east line of Edson Street; thence along the said
east line, North 16 degrees 59 minutes 52 seconds West 255.92 feet
to the Point of Beginning; thence continuing along said east line
of Edson Street, North 16 degrees 59 minutes 52 seconds West 805.98
feet to a point on the south line of an alley found on the north
line of Lots 11, 12, and lot 13 in said Edson's Subdivision of Lot
48 in Kimball's addition to the Town of Mt Vernon; thence along
said south line of the alley, North 72 degrees 55 minutes 00
seconds East 221.45 feet to the west line of the Northeast Quarter
of said section 9; thence along said west line, North 02 degrees 03
minutes 47 seconds East 1254.05 feet to the south limited access
right of way line of State Road 62 (Project No. F-845 (19) dated
1966); thence along said south limited access right-of-way line the
next 3 calls, 1) North 72 degrees 56 minutes 14 seconds East 9.35
feet to a point located 93 feet right of Station 53+42.5 Line "JR",
said point being the point of curvature of a curve to the left,
concave to the northeast, having a central angle of 14 degrees 30
minutes 00 seconds and a radius of 2957.79 feet from which a chord
bears North 65 degrees 41 minutes 15 seconds East 746.54 feet; 2)
thence along the arc of said curve 748.54 feet to a point located
93 feet right of Station 60+67.5 Line "JR"; 3) thence North 58
degrees 26 minutes 15 seconds East 76.61 feet to a point on the
north line of the Northeast Quarter of said Section 9; thence along
said north line, North 89 degrees 50 minutes 01 seconds East 211.44
feet to a point on the west right-of-way of an existing Port
railroad, said point being on a non tangent curve to the left,
concave to the southeast, having a central angle of 42 degrees 13
minutes 11 seconds and a radius of 637.06 feet from which a chord
bears South 21 degrees 06 minutes 22 seconds West, 458.88 feet;
thence along said railroad right-of-way and along the arc of said
curve 469.43 feet; thence continuing along said west railroad
right-of-way the following 3 calls, 1) South 00 degrees 00 minutes
13 seconds East 670.00 feet; 2) thence South 05 degrees 22 minutes
59 seconds East 320.00 feet; 3) thence South 00 degrees 00 minutes
13 seconds East 1020.22 feet to a point 245.00 feet north of the
south line of the Northeast quarter of said Section 9; thence
parallel with said south line of the Northeast Quarter of Section
9, South 89 degrees 48 minutes 03 seconds West 852.08 feet to the
point of beginning containing 2,006,936 square feet (46.07
acres).
(Note: All Port road and railroad
rights-of-way referred to in this description are for convenience
and reference only).
Parcel # 2
(Leasehold-new
description)
Part of the Northeast Quarter of
Section 9, Township 7 South, Range 13 West and part of the
Southeast Quarter of Section 4, Township 7 South, Range 13 West, in
Black Township, Posey County, Indiana being more particularly
described as follows:
Commencing at the Southwest Corner
of the Southeast Quarter of said Section 4, thence along the south
line of said Quarter section, North 89 degrees 50 minutes 01
seconds East 1053.68
feet to the east line of an existing
Port railroad right-of-way, also being the Point of Beginning, said
point being on a non tangent curve to the right, concave to the
southeast, having a central angle of 37 degrees 17 minutes 49
seconds and a radius of 567.06 feet from which a chord bears North
66 degrees 12 minutes 27 seconds East 334.39 feet; thence along
said right-of-way line, along the arc of said curve 339.44 feet;
thence North 75 degrees 34 minutes 49 seconds East 27.84 feet to
the west right of way line of the former Southwind Port Road, said
point being on a non-tangent curve to the right, concave to the
west, having a central angle of 10 degrees 16 minutes 39 seconds
and a radius of 1696.80 feet from which the chord bears South 05
degrees 07 minutes 36 seconds East 303.96 feet; thence along said
right-of-way, along the arc of said curve 304.37 feet; thence
continuing along said west right-of-way line, South 00 degrees 00
minutes 44 seconds West 624.58 feet; thence continuing along said
west right-of-way line, South 00 degrees 00 minutes 08 seconds West
1254.34 feet to a point 7.00 feet inside the north 20 foot
right-of-way line of an existing Port railroad; thence North 84
degrees 32 minutes 08 seconds West 56.08 feet to the point of
curvature of a curve to the right, concave to the northeast, having
a central angle of 80 degrees 58 minutes 33 seconds and a radius of
559.96 feet from which the chord bears North 44 degrees 02 minutes
50 seconds West 727.15 feet; thence along the arc of said curve
791.39 feet; thence North 03 degrees 33 minutes 34 seconds West
25.50 feet; thence North 00 degrees 00 minutes 13 seconds West
1038.14 to the point of curvature of a curve to the right, concave
to the southeast, having a central angle of 25 degrees 54 minutes
13 seconds and a radius of 583.32 feet from which a chord bears
North 12 degrees 56 minutes 51 seconds East 261.48 feet; thence
along the arc of said curve 263.72 feet to the point of
intersection with the right-of-way line of the existing Port
railroad right-of-way, being a non-tangent curve to the right,
concave to the southeast having a central angle of 24 degrees 35
minutes 02 seconds and radius of 567.06 feet from the chord bears
North 36 degrees 46 minutes 01 seconds East 241.45 feet; thence
along said right-of-way, along the arc of said curve 243.31 feet to
the Point of Beginning containing 1,082,505 square feet (24.85
acres).
(Note: All Port road and railroad
rights-of-way referred to in this description are for convenience
and reference only).
Parcel # 2A
(Leasehold-new
description)
(portion of former Southwind Port
Road to be vacated by Port lease thereof to Aventine)
Part of the Northeast Quarter of
Section 9, Township 7 South, Range 13 West and part of the
Southeast Quarter of Section 4, Township 7 South, Range 13 West, in
Black Township, Posey County, Indiana, being more particularly
described as follows:
Commencing at the Southwest Corner
of the Southeast Quarter of said Section 4, thence along the south
line of said Quarter section, North 89 degrees 50 minutes 01
seconds East 1053.68 feet to the east line of an existing Port
railroad right-of-way, said point being on a non-tangent curve to
the right, concave to the southeast, having a central angle of 37
degrees 17 minutes 49 seconds and a radius of 567.06 feet from
which a chord bears North 66 degrees 12 minutes 27 seconds Eat
334.39 feet; thence along said right-of-way line, along the arc of
said curve 339.44 feet; thence North 75 degrees 34 minutes 49
seconds East 27.84 feet to the west right of way line of the former
Southwind Port Road being the Point of Beginning; thence continue
North 75 degrees 34 minutes 49 seconds East 10.03 feet to a point
10 feet east of the west 50 foot right-of-way line of existing
Southwind Port Road, said point being on a non-tangent curve to the
left, concave to the west having a central angle of 02 degrees 53
minutes 59 seconds and a radius of 1706.80 feet from which the
chord bears North 11 degrees 44 minutes 23 seconds West 86.37 feet;
thence parallel with and 10 feet east of said right-of-way, along
the arc of said curve 86.38 feet; thence North 76 degrees 48
minutes 38 seconds East 90.00 feet to the east right-of-way line of
former Southwind Port Road, said point being on a non-tangent curve
to the right, concave to the west having a central angle of 13
degrees 12 minutes 06 seconds and a radius of 1796.80 feet from
which the chord bears South 06 degrees 35 minutes 19 seconds East
413.09 feet; thence along said right-of-way line, along the arc of
said curve 414.01 feet; thence continue
along said right-of-way line, South
00 degrees 00 minutes 44 seconds West 624.57 feet; thence continue
along said right-of-way, South 00 degrees 00 minutes 08 seconds
West 1263.90 feet to a point 7.00 feet inside of the existing 20
foot right-of-way line of an existing Port railroad; thence
parallel with said right-of-way line, North 84 degrees 32 minutes
06 seconds West 100.46 feet to the intersection with the west
right-of-way line of the former Southwind Port Road; thence along
said right-of-way North 00 degrees 00 minutes 08 seconds East
1254.34 feet; thence continue along said right-of-way North 00
degrees 00minutes 44 seconds East 624.58 feet to the point of
curvature of a curve to the left, concave to the west having a
central angle of 10 degrees 16 minutes 39 seconds and a radius of
1696.80 feet from which the chord bears North 05 degrees 07 minutes
36 seconds West 303.96 feet; thence along said right-of-way, along
the arc of said curve 304.37 feet to the Point of Beginning,
containing 227,753 square feet (5.23 acres)
(Note: All Port road and railroad
rights-of-way referred to in this description are for convenience
and reference only).
Parcel # 3
(Leasehold-new
description)
Part of the Northeast Quarter of
Section 9, Township 7 South, Range 13 West and part of the
Southeast Quarter of Section 4, Township 7 South, Range 13 West, in
Black Township, Posey County, Indiana, being more particularly
described as follows:
Commencing at the Southeast Corner
of the Southeast Quarter of said Section 4, thence along the south
line of said Quarter, South 89 degrees
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