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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
Metadata
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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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referenced below will stay as written): <br />3.1. District Responsibilities and Obligations. <br />K. The District has purchased and fabricated a High -Pressure Skid System <br />with chiller to provide pressurized dry gas to the Company at 4 PSIG (pounds <br />per square inch gauge) as designed and shown in the attached drawings. The <br />District will install the High -Pressure Skid System prior to the commissioning of <br />the RNG Plant. In addition, the District will be responsible for measuring and <br />recording the quantity and quality of LFG that is delivered to Company at the <br />Delivery Point, which is on the District's property, and this information will <br />be used to correlate Acceptable Landfill Gas with the Company. The District <br />will, at a minimum, factory calibrate the flow and quality metering equipment <br />at least twice per year and provide copies of those calibrations to the <br />Company. The District makes no guarantee of delivered gas quality, quantity, <br />pressure temperature, or any other measure. <br />ARTICLE 13 -TERMINATION AND REMEDIES <br />Section 13.1 is amended to read as follows (other clauses not referenced below will <br />stay as written): <br />13.1 Delay in Achieving LFG Commencement Date. If the Company has not met the <br />LFG Commencement Date as set forth in Section 2. 1, the Company will pay the <br />District $15,000 a month as liquidated damages and not as a penalty for each <br />month until the LFG Commencement Date has occurred or until the Agreement <br />has terminated. <br />If the LFG Commencement Date has not occurred by May 31, 2025 (subject to <br />extension due to Force Majeure), then this Agreement shall terminate and neither <br />Party shall have any further rights, obligations, or liabilities hereunder, <br />provided, however, that the District shall not have the right to terminate this <br />Agreement pursuant to this paragraph if on or prior to May 31, 2025 (or such other <br />date as may be extended due to Force Majeure), the Company provides reasonable <br />evidence to the District that (i) the RNG PIant has been substantially built, as <br />evidenced by site visits and/or photographic evidence, showing that the plant is <br />visible and substantially built, and (ii) the Company is taking active steps to cure <br />and overcome any circumstances or issues causing the delay of the LFG <br />Commencement Date and the Company is using its commercially reasonable <br />efforts to expedite the LFG Commencement Date; and (iii) the Company pays <br />$20,000 per month as liquidated damages and not as a penalty for each month <br />until the LFG Commencement Date has occurred. <br />A. DeIgy in MeetinR Milestones. If the milestones listed in Section 2.1 are not met <br />by Company, then Company shall pay District as follows: <br />iii. $15,000 per month for the 3rd milestone not achieved (prorated for a <br />partial month) until milestone is achieved. <br />Milestone Payments. The total amount of the liquidated damages is payable <br />from Company to District within thirty (30) days of invoice from District to <br />Company. No liquidated damages payable or payment pursuant to Section 13.1 <br />may be deducted from the gross receipts received by the Company for the sale of <br />RNG from the Facility in the calculation of Net Proceeds. <br />Page 3 of 5 <br />
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