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Home My WebLink About2012-049 3 � 13 � 1 � FIRST AMENDMENT TO a p a _ g `f ?/ FEEDSTOCK SUPPLY AGREEMENT This First Amendment to Feedstock Supply Agreement ("First Amendment") is entered into on this ' f h day of March, 2012 , by the Indian River County Solid Waste Disposal District ("District") , a dependant special district of Indian River County, Florida, whose address is 1801 27'hStreet, Vero Beach , FL 32960 , and INEOS New Planet BioEnergy, LLC ("INEOS ") , a Delaware Limited Liability Company, whose address is 925 74th Avenue SW, Vero Beach , FL 32968 - 9702 . (Capitalized terms that are used but not defined in this First Amendment shall have the meaning set forth in the Parties ' Feedstock Supply Agreement, which is described below) . WITNESSETH : WHEREAS , on July 15 , 2011 , the Parties entered into that certain Feedstock Supply Agreement ("Feedstock Agreement") ; and WHEREAS , some of the facilities to be used by INEOS under the Feedstock Agreement will soon be ready for testing and preliminary operations , and WHEREAS , INEOS needs to begin receiving Vegetative Waste so that it will have feedstock to use when testing and conducting preliminary operations at its Facility ; and WHEREAS , INEOS has not yet completed all of the necessary improvements to its Facility Site and, consequently, INEOS is not yet ready to receive Vegetative Waste at its Facility Site ; and WHEREAS , the District receives and manages Vegetative Waste on a ± 19 acre parcel of property ("Vegetative Waste Management Area") that is delineated on Exhibit "A , " which is attached hereto and incorporated by reference herein ; and WHEREAS , the District currently uses only six of the 19 acres of the Vegetative Waste Management Area for the District ' s purposes ; and WHEREAS , the Parties agree that is would be mutually beneficial to permit INEOS to use the Vegetative Waste Management Area for the receipt and management of Vegetative Waste until such time as the INEOS Facility Site is complete and ready to begin operations ; and NOW, THEREFORE , in consideration of the mutual terms and promises stated herein , and other good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged, the District and INEOS agree as follows : L Recitals . The foregoing recitals are true and correct, and incorporated as if fully restated herein . 2 . Amendment. The Feedstock Agreement shall be and is hereby amended as set forth in this First Amendment . To the extent of any conflict between the terms of this First Amendment and the terms of the Feedstock Agreement with regard to the issues specifically Feedstock Agrmt - 1st Amend (4) 1 addressed herein, the terms of this First Amendment shall control . With regard to all other matters , the Feedstock Agreement shall control . 3 . "Facility" and " Facility Site" . For the term of this First Amendment, the definitions of Facility and Facility Site as set forth in the Feedstock Agreement are hereby amended to include the Vegetative Waste Management Area. 4 . Temporary License . The District hereby grants a temporary license to INEOS to occupy and use the District ' s Vegetative Waste Management Area for the receipt and management of Vegetative Waste . The term of this license shall commence on the date of execution of this First Amendment by the District. The term of this license shall terminate when INEOS notifies the District in writing that INEOS ' own Facility and Facility Site are completed and ready to receive and Process Vegetative Waste, or one year from the date of execution of this First Amendment, whichever occurs first, unless the license is terminated sooner as a result of a Party ' s failure to comply with the requirements herein . 5 . Expansion/Improvement . The Vegetative Waste Management Area is approximately 19 acres in size with six acres currently used for the management of Vegetative Waste . During the term of this First Amendment, should INEOS desire to use any or all of the remaining 13 acres for the Processing of Vegetative Waste , INEOS shall first obtain advance written permission from the District before INEOS clears or otherwise begins construction in any part of the 13 acre area. Any expansion of the existing six acre Vegetative Waste Management Area shall be at the sole cost of INEOS . INEOS shall be solely responsible for obtaining all permits and approvals associated with any proposed expansion and expanded use of the six acre area. In the event that INEOS clears all or part of the 13 undeveloped acres , INEOS shall remove and lawfully manage all Land Clearing Debris resulting from its actions . The District shall not pay INEOS a Processing Fee or any other fee for the removal or Processing of the Land Clearing Debris that INEOS generates as a result of its activities in the 13 acre area. 6 . Scale Fee . The District shall charge and INEOS shall pay a fee (" Scale Fee") of three dollars ($ 3 . 00) for each out of county vehicle for the first nine months , and three dollars ( $ 3 . 00) for each vehicle after nine months , that uses the scale and delivers Vegetative Waste to the Vegetative Waste Management Area . The District shall provide weight records to INEOS on mutually agreeable period, but as a minimum weekly , reporting all such vehicles that have been weighed . Beginning in April 2012 , the District shall bill INEOS in arrears for the Scale Fee that was incurred by INEOS during the prior month . INEOS shall pay the Scale Fee within thirty (30) days after the District issues its monthly bill . 7. Access for Residents . INEOS shall provide and maintain sufficient space in the Vegetative Waste Management Area so that the residents of Indian River County are able to safely and efficiently dispose of Vegetative Waste in the Vegetative Waste Management Area at all times that the area is open to the public . The Vegetative Waste Management Area shall be open to the public according to the same schedule in effect prior to the term of this First Amendment . 8 . Equipment . The District shall not be responsible for providing INEOS any equipment for the performance of INEOS ' duties under this First Amendment . Feedstock Agrmt - 1st Amend (4) 2 9 . Expiration or Termination . Upon the expiration or termination of the license , any right of INEOS to use the Vegetative Waste Management Area shall terminate . INEOS shall return the Vegetative Waste Management Area to the District in the same condition as existed at the commencement of the license , reasonable wear and tear and approved expansions and improvements excepted . 10 . Compliance with Applicable Laws and Permits . INEOS shall be solely responsible for operating the Vegetative Waste Management Area in compliance with all applicable laws and permits . 11 . Other Provisions . INEOS shall comply with Article VII of the Feedstock Agreement (Indemnification and Insurance) with respect to all activities taking place in the Vegetative Waste Management Area. IN WITNESS WHEREOF , this First Amendment is executed by the authorized representatives of the Parties , as of the day and year first above written. INDIAN RIVER COUNTY SOLID WASTE ATTEST : Jeffr y K . Barton, DISPOSAL DISTRICT (" District" ) pMMISS Cle of Courts . � 0 /04F. 0 0SJ; :s ff B r By : OA4 � Lc/ ' * : Deputy Clerk Gary C . W eler, Chairman@i o , Approved by BCC : March 13 0 CO�N ��, Approved : Approved as to form and legal sufficiency•" "" " " " 1 C , t l , i seph A . Baird , Coun y Administrator 1lliam K . eBraal, Deputy County Attorney Signed , sealed and delivered in the INEOS NEW PLANET BIOENERGY, LLC presence of: (" Company" ) Print name : By : Print name : u' � • t� i hl Print name : Print title : TvY c� Feedstock Agrmt - I st Amend (4) 3