2022-269 - Laserfiche WebLink

Home Browse Search

AMENDMENT NO.3 TO LANDFILL GAS AGREEMENT This Amendment No. 3 ("Amendment") to that certain Landfill Gas Agreement (the "Agreement") by and between the Indian River County Solid Waste Disposal District, a dependent special district of Indian River County, Florida (the "District") and Nopetro Eco District, LLC, a Florida Limited Liability Company ("Assignee" or "NED") (herein referred to as, the "Company") (the District and NED each a "Party" and collectively the "Parties") is made and entered into as of December 20 , 2022 ("Effective Date"). WHEREAS, the original Agreement, dated as of July 16, 2019, was made between the District and the Indian River Eco District, LLC, a Texas limited liability company ("IRED"); and WHEREAS, the the District and IRED entered into the Agreement pursuant to which the District would deliver and IRED would accept, landfill gas from the District, which Agreement was amended twice by the Parties on July 14, 2020 ("Amendment No. 1") and May 18, 2021 ("Amendment No. 2"); and WHEREAS, the Parties entered into that certain Assignment and Assumption Agreement (the "Assignment") dated as of November 29, 2021 pursuant to which IRED assigned all of its rights and obligations under the Agreement to NED; and WHEREAS, the Parties acknowledge that the overall success of this Agreement is contingent upon the Parties working together to ensure that the goals for the quantity and quality of landfill gas are optimized, to the financial benefit of the District and the Company; and NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to modify this agreement and all prior amendments as follows: Each capitalized term used, but not defined, in this Amendment shall have the meaning given it in the Agreement. The Landfill Gas Agreement and prior amendments are hereby amended as follows: ARTICLE 1- DEFINITIONS Section 1.1 is amended to include and/or replace the following definition(s) (other clauses not referenced below will stay as written): Acceptable Landfill Gas or Acceptable LFG — means landfill gas meeting the quality parameters for methane, nitrogen, oxygen and sulfur as set forth in Schedule 1 hereto. Annual Contract Quantity - means the daily average of 1,150 standard cubic feet per minute ("SCFM") of Acceptable LFG delivered by the District to Company at the Delivery Point over a calendar year. Facility Capacity — means the amount of LFG that the Company is able to accept at the Delivery Point or in the case of the RNG Facility up to 1,600 SCFM. Force Majeure — is amended to exclude delays caused by COVID-19. Amendment No. 3 to LFG Agreement Pagel of 9