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2024-031A
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Last modified
3/7/2024 3:29:48 PM
Creation date
3/7/2024 3:26:53 PM
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Template:
Official Documents
Official Document Type
Amendment
Approved Date
01/23/2024
Control Number
2024-031A
Agenda Item Number
15.B.1.
Entity Name
Nopetro Eco District, LLC
Subject
Amendment No.4 to Landfill Gas Agreement
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Interest Expense — means the monthly cost of interest on debt financed for the <br />construction of the Facility and not to include subsidiaries. <br />Itemized Expense — means the cost accrued per month, limited to the listed items and any <br />accompanying annual cap under the Cost of Goods Sold, Selling General and <br />Administrative Expenses (SG&A), and Other Costs, which are directly related to the <br />RNG Facility and not to include subsidiaries as reflected in Exhibit E. <br />Net Proceeds — means the gross receipts received by the Company per month (as reflected <br />in the Monthly LFG Statement) from the sale of RNG from the Facility, including any <br />and all Environmental Attributes minus the Itemized Expense. <br />ARTICLE 2 - TERM, RENEWAL AND MILESTONES <br />Section 2.1 is amended to read as follows (other clauses not referenced below will stay <br />as written): <br />2.1. This Agreement shall take effect on the Effective Date and continue for a <br />period of twenty (20) years following the LFG Commencement Date (the <br />"Initial Term"), unless terminated earlier or extended in the manner as <br />provided herein. <br />The Parties herein agreed to change the LFG Commencement Date from <br />June 30, 2024 to February 28, 2025, unless extended as provided herein <br />(the "LFG Commencement Date"). This agreement is contingent upon <br />the Company paying the District a pre -start-up fee of $60,000 upon 30 <br />days of the Effective Date of this Amendment. The Parties agree that <br />with this extension, all claims of Force Majeure arising prior to the <br />execution of this Amendment 4 to the Agreement have been resolved and <br />released, and further agree that no such prior claim of Force Majeure can <br />be raised as an excuse for future nonperformance. The Parties herein also <br />agreed to change the LFG Termination Date from September 30, 2024 to <br />May 31, 2025, unless extended as provided herein (the "LFG <br />Termination Date"). If the LFG Commencement Date has not occurred <br />by May 31, 2025 (subject to extension by Force Majeure), Section 13.1 <br />shall apply. <br />Company shall meet the following milestones as a demonstration of their <br />progress toward achieving the LFG Commencement Date and meeting <br />the obligations of this Agreement: <br />a) Groundbreaking shall occur by March 30, 2024. <br />The above milestones shall be extended for any delays caused solely by the <br />District, acknowledged in writing by the District, or by an event of Force <br />Majeure, but only to the extent of and for the duration of any such delay. <br />ARTICLE 3 -THE PARTIES' LFG FACILITIES <br />Section 3.1 is amended by the insert of Sections 3.1 K to read as follows (other clauses not <br />Page 2 of 5 <br />
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