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AMENDMENT NO. 1 TO LANDFILL GAS AGREEMENT <br />This Amendment No. 1("Amendment") to Landfill Gas Agreement is made and entered <br />into this 14th of July, 2020 between the Indian River County Solid Waste Disposal District, a <br />dependent special district of Indian River County, Florida (the "District") and the Indian River <br />Eco District, LLC, a Texas limited liability company (the "Company"). <br />WHEREAS, on July 16, 2019, the District and Company entered into a Landfill Gas <br />Agreement, whereby the Company would purchase landfill gas from the District; and <br />WHEREAS, due to delays in conjunction with COVID-19 and Company's desire to <br />switch from power generation to renewable natural gas, Company was unable to meet the <br />Commencement Date deadline of July 16, 2020, <br />NOW, THEREFORE, in consideration of the mutual promises contained herein, it is <br />agreed between District and Company as follows: <br />SECTION 1. Section 13.1 of the Landfill Gas Agreement is amended to read as follows: <br />"13.1 Delay in Achieving LFG Commencement Date. If the LFG Commencement <br />Date has not occurred by September 30, 2021, District may issue written notice to <br />Company electing to terminate this Agreement three (3) months following the <br />date such written notice is issued. If the LFG Commencement Date occurs within <br />three (3) months after Company receives such written notice, then this Agreement <br />will not terminate and shall continue in full force and effect. If the LFG <br />Commencement Date does not occur within three (3) months after Company <br />receives such written notice, then this Agreement shall terminate and neither Party <br />shall have any further rights, obligations or liabilities hereunder." <br />SECTION 2. Section 6.7 of the Landfill Gas Agreement is amended to read as follows: <br />"6.7 During the term of this Agreement, the District shall not undertake any action <br />that would: (a) temporarily or permanently divert Acceptable LFG to any other <br />user without first offering said LFG to the Company per Section 3.2(LI or (b) <br />permanently reduce the production of LFG at the Landfill, unless such action is <br />(1) required by an applicable law or (2) otherwise deemed necessary and <br />appropriate by the District for the protection of the public health, safety and <br />welfare. District may divert up to 350 SUM of Acceptable LFG for use at the <br />Landfill, if the District determines in its sole discretion that such LFG is needed <br />for the economically efficient processing of Leachate. District shall provide notice <br />to Company prior to such diversion. The District will only divert the amount <br />necessary for such processing. If the District, acting reasonably and in good faith, <br />determines to divert more than 350 SUM for the economically efficient <br />processing of Leachate, then the District shall give notice to Company prior to <br />diversion, and Company shall not unreasonably withhold its consent to such <br />diversion. If the District proceeds with the economically efficient processing of <br />Page 1 of 2 <br />