HomeMy WebLinkAbout2017-021 OPTION AGREEMENT FOR PROCESSED VEGETATIVE WASTE
BETWEEN INDIAN RIVER COUNTY SOLID WASTE DISPOSAL
DISTRICT AND ALLIANCE BIOENERGY +, INC.
THIS OPTION AGREEMENT FOR PROCESSED VEGETATIVE WASTE
BETWEEN INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT AND
ALLIANCE BIOENERGY +, INC. ("Option Agreement") is entered into as of this 7th day of
February, 2017, by and between Indian River County Solid Waste Disposal District, a dependent
special district of Indian River County, Florida whose address is 1801 27'b Street, Vero Beach,
Florida, 32960 (the "County"), and Alliance Bioenergy +, Inc., 400 N. Congress Avenue, Suite
130, West Palm Beach, Florida, 33401 ("Alliance Bioenergy"):
RECITALS
WHEREAS, Alliance Bioenergy is pursuing obtaining the former INEOS New Planet
Bioenergy,LLC property located at 925 74th Avenue SW, Vero Beach, Florida(the"Property"),-
and
WHEREAS, if Alliance Bioenergy is able to obtain the Property, Alliance Bioenergy
intends on utilizing a portion of the County's processed vegetative waste as part of its business
operations; and
WHEREAS, Alliance Bioenergy seeks to obtain an option on a portion of County's
processed vegetative waste in order to facilitate obtaining the Property; and
WHEREAS,Alliance Bioenergy has approximately 180 days to close on the Property; and
WHEREAS,historically the County has paid a fee for the disposal of processed vegetative
waste; and
WHEREAS, Alliance Bioenergy has agreed to accept the County's processed vegetative
waste at no charge to the County;
NOW THEREFORE, in consideration of the mutual undertakings herein and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties
agree, as follows:
1. Recitals. The above recitals are true and correct and are incorporated herein.
2. Grant of Option. County does hereby grant to Alliance Bioenergy the exclusive right and
option to a portion of County's processed vegetative waste (the"Option").
3. Exercise of Option; Term; Expiration of Option. Alliance Bioenergy may exercise the
Option at any time during the Option Term, by giving 90 calendar days' written notice to
the County. The Option Term shall mean that period of time commencing on the date on
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which Alliance Bioenergy closes on the Property and terminates one year from that date.
In no event, shall the Option Term extend more than 18 months from the date of execution
of this Option Agreement. The Option shall immediately terminate if Alliance Bioenergy
is unable to close on the Property, or within 180 days of the execution of this Option
Agreement, whichever occurs first.
4. County Retainage of Processed Vegetative Waste. If Alliance Bioenergy exercises the
Option, the County will have the right to retain up to 40,000 tons of processed vegetative
waste per year.
5. Quality and Quantity of Processed Vegetative Waste. The County does not guarantee
the quality or quantity of processed vegetative waste that will be provided to Alliance
Bioenergy.
6. No Charge or Fee for Processed Vegetative Waste. Alliance Bioenergy will not charge
the County any fee or charge for accepting or receiving County's processed vegetative
waste.
7 Acts of God. In the event of a hurricane or other significant act of God,which impacts the
amount of vegetative waste, the County shall retain the right to utilize other methods of
disposal of processed vegetative waste.
8. Final Contract. Upon exercise of the Option, County and Alliance Bioenergy shall have
60 calendar days to enter into a contract for the processed vegetative waste on mutually
agreeable terms,which shall include the terms and conditions contained within this Option
Agreement.
9. Governing LawNenue. This Option Agreement shall be governed by the laws of the
State of Florida. Venue for any lawsuit brought by either party against the other party or
otherwise arising out of this Agreement shall be in Indian River County,Florida, or, in the
event of federal jurisdiction, in the United States District Court for the Southern District of
Florida.
10. Notices. Any notice required hereunder shall be in writing and shall be delivered by
personal delivery, courier, express or overnight mail, or certified mail, return receipt
requested, addressed to the appropriate party as follows:
If to County Jason Brown
County Administrator
Indian River County
1801 27th Street
Vero Beach, Florida 32960
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If to the Alliance Bioenergy: Daniel De Liege
400 N. Congress Avenue
Suite 130
West Palm Beach,FL, 33401
IN WITNESS WHEREOF, the Lessor and Lessee have executed this instrument this 7tjoay of
February, 2017.
i
INDIAN RIVER COUNTY,FLORIDA MP
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.E.t, �oUN
BY: v 4r
a
o eph . Flescher, Chairman
oard of County Commissioners P �
�i �'�lnanceb
Date Approved: Februaly 7 2017 R'�acou
ATTEST: Jeffrey R. Smith
Clerk of the Court and Comptroller
By:
Deputy C r
Alliance Bioenergy +, Inc.
By:LDaZie:41�D�eLiege
CEO
APPROVED AS TO FORM
Up'a'n Reingold, Esq.
County Attorney
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