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Home My WebLink About2017-105AMENDMENT TO OPTION AGREEMENT FOR PROCESSED VEGETATIVE WASTE BETWEEN INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT AND ALLIANCE BIOENERGY +, INC. THIS AMENDMENT TO OPTION AGREEMENT FOR PROCESSED VEGETATIVE WASTE BETWEEN INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT AND ALLIANCE BIOENERGY +, INC. ("Amendment") is entered into as of this 18 day of July, 2017, by and between Indian River County Solid Waste Disposal District, a dependent special district of Indian River County, Florida whose address is 1801 27th 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, on February 7, 2017, County and Alliance Bioenergy entered into an Option Agreement for Processed Vegetative Waste (the "Agreement"), in which County granted to Alliance Bioenergy the exclusive right and option to a portion of County's processed vegetative waste (the "Option"); and WHEREAS, under the Agreement, the Option will expire on August 6, 2017; and WHEREAS, the County and Alliance Bioenergy desire to extend the duration of the Option in order to allow Alliance Bioenergy more time to close on the purchase of the Property; 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 in this Amendment. 2. Extension of Option. The Option set forth in the Agreement shall immediately terminate if Alliance Bioenergy is unable to close on the Property, or within 90 days of the execution of this Amendment, whichever occurs first. 3. Remaining Terms and Conditions of Agreement. Except as amended in this Amendment, the terms and conditions of the Agreement shall remain in full force and Page 1 of 2 effect. To the extent of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control. IN WITNESS WHEREOF, the Lessor and Lessee have executed this instrument this 18 day of July, 2017. INDIAN RIVER COUNTY, FLORIDA By: seph E. Flescher, Chairman o' oard of County Commissioners tt Date Approved: July 18, 2017 ` ATTEST: Jeffrey R. Smith Clerk of the Court and Comptroller By: :< Alliance Bioenergy +, Inc. APPROVED AS TO FORM an Reingold, Esq. County Attorney Page 2 of 2 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 _7thday 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 27th 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 Page 1 of 3 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 Bi oenergy. 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 Law/Venue. 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 Page 2 of 3 Jason Brown County Administrator Indian River County 1801 27th Street Vero Beach, Florida 32960 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 7tpilay of i February, 2017. INDIAN RIVER COUNTY, FLORIDA By: eph . Flescher, Chairman oard of County Commissioners Date Approved: Febru. 7 201 ATTEST: Jeffrey R. Smith Clerk of the Court and Comptroller By: Alliance Bioenergy +, Inc. APPROVED AS TO FORM an Reingold, Esq. County Attorney Page 3 of 3 By: Daniel De Liege CEO