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Item Q1 5 CM ounty of onroe BOARD OF COUNTY COMMISSIONERS Mayor George Neugent, District 2 Mayor Pro Tem David Rice, District 4 TheFloridaKeys Danny L. Kolhage, District 1 Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting February 15, 2017 Agenda Item Number: Q.1 Agenda Item Summary #2674 BULK ITEM: DEPARTMENT: Yes Solid Waste TIME APPROXIMATE:STAFF CONTACT: Will Thompson (305) 292-4432 N/A AGENDA ITEM WORDING: Approval of Amendment 1 to the Waste Supply Agreement with Energy3, LLC to allow for the term "RODECs" to be replaced with "gasification" and for a $2.00 reduction in the gasification processing rate from $67.20 to $65.20 ITEM BACKGROUND: The County and Energy3 entered in to a Waste Supply and Processing Agreement (WSA) dated March 23, 2016 whereby Energy3 will design, finance, construct and and the County will provide its yard waste for processing. The initial gasification equipment designated by Energy3 was to be manufactured by Chinook Sciences, and the WSA contemplates the use of such equipmentand . Chinook Sciences has indicated to Energy3 that Chinook Sciences will no longer be able to meet the milestones in the WSA for delivery and installation of its equipment. Energy3 has identified other gasification technologies suitably equivalent to the Chinook Sciences technology, and which will provide equivalent recycling credits and other benefits to County as anticipated and required by the WSA and has indicated that it intends to use Independence Energy (IEC) to provide the gasification technology. The new technology and a review of all related costs by Energy3 also revealed an opportunity for a reduction in the price of $2.00 from $67.20 to $65.20 for waste processing the County is currently obligated to pay under the WSA. This 75% recycling credit as set forth in the WSA. PREVIOUS RELEVANT BOCC ACTION: BOCC approved an interim yard waste processing agreement on 2/18/15. BOCC approved the Waste Supply and Processing Agreement on 3/23/16 CONTRACT/AGREEMENT CHANGES: Amendment to delete "RODECs" term and replace with "gasification" and reduce rate by $2.00 to $65.20 STAFF RECOMMENDATION: Approval 4EGOIX4K 5 DOCUMENTATION: Amendment 1 signed by E3 FINANCIAL IMPACT: Effective Date: 2/15/17 Expiration Date: 9/23/33 Total Dollar Value of Contract: $24 Million Total Cost to County: $24 Million Current Year Portion: $1,344,000.00 Budgeted: Yes Source of Funds: Solid Waste Enterprise Fund CPI: Yes Indirect Costs: No Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: County Match : Insurance Required: Additional Details: This amendment will reduce the cost of yard waste haul out by $2.00 per ton from $67.20 to $65.20 as per section 3.1.1 of the Energy 3 yard waste haul out contract once the gasification facility is in commercial operation. 09/23/18 414-40000 · SOLID WASTE ADMIN ($2.00) Yard Waste Processing Reduction REVIEWED BY: Will Thompson Completed 02/07/2017 9:24 AM Kevin Wilson Completed 02/07/2017 10:29 AM Christine Limbert Completed 02/07/2017 2:08 PM Budget and Finance Completed 02/07/2017 2:50 PM Maria Slavik Skipped 02/06/2017 4:47PM Kathy Peters Completed 02/07/2017 2:55 PM Board of County Commissioners Pending 02/15/2017 9:00 AM 4EGOIX4K 5E FIRST AMENDMENT TO WASTE SUPPLY AND PROCESSING AGREEMENT This First Amendment to the Waste Supply and Processing Agreement (“Amendment”) is effective the __ day of February, 2017 (“Effective Date”) by and between Monroe County, a political subdivision ofthe State of Florida,whose address is 1100 Simonton Street, Key West, FL 33040 (“County”) and Energy3, LLC, a Delaware limited liability company, whose corporate address is 1997 Annapolis Exchange Parkway, Suite 300, Annapolis, MD 21401 (“Contractor”). RECITALS 1.County and Contractor are parties to a Waste Supply and Processing Agreement dated March 23, 2016 (“WSA”) pursuant to which Contractor agrees to design, finance, construct and operate a waste gasification facility to process certain yard waste collected by County. 2.The initial gasification equipment designated by Contractor was to be manufactured by Chinook Sciences, and the WSA contemplates the use of such equipment. Chinook Sciences has indicated to Contractor that Chinook Sciences will no longer be able to meet the milestones in the WSA for delivery and installation of its equipment. 3.Contractoridentified other gasification technologies suitably equivalent to the Chinook Sciences technology, and which will provide equivalent recycling credits andother benefits to County as anticipated and required by the WSA. 4.The new technology and a reviewof all related costs by Contractor also revealed an opportunity for Contractor to reduce the pricefor waste processing County is currently obligated to pay under the WSA. 5.The Parties wish to amend the WSA to reflect the change from Chinook Sciences technology and related price modifications. NOW, THEREFORE, in consideration of the above premises, and for the mutual promises and considerations in the WSA and this Amendment, the adequacy and receipt of which areacknowledged, the Parties agree to amend the WSA as set forth below. 1 4EGOIX4K 5E 1.Capitalized terms used in this Amendment shall have the meanings given to them in the WSA unless otherwise expressly defined in thisAmendment. 2.The WSA is amended as follows: a.References to “RODECs” in Sections 1.1.17 and 2.4(a) are deleted and replaced with the word “gasification”. b.Section 3.1.1 is amended by deleting the amountsof “$67.20” and replacing the deletedamount in each case with “$65.20”. c.Section 3.1.2 is amended by deleting the values in the table and replacing the values with the corresponding amounts set forth below: Yard Waste Haul OutCumulative Fee Year 1$1,304,000$1,304,000 2$1,336,600$2,640,600 3$1,370,015$4,010,615 4$1,404,265$5,414,880 5$1,439,372$6,854,252 6$1,475,356$8,329,608 7$1,512,240$9,841,848 8$1,550,046$11,391,894 9$1,588,797$12,980,691 10$1,628,517$14,609,208 11$1,669,230$16,278,438 12$1,710,961$17,989,399 13$1,753,735$19,743,134 14$1,797,578$21,540,712 15$1,842,518$23,383,230 d.Exhibit A is amended by deleting the Amount “$67.20/ton” in the Fee Column of the Table for the first, third and fourth boxes of the table (Yard 2 4EGOIX4K %XXEGLQIRX%QIRHQIRXWMKRIHF]) %QIRHQIRXXS;EWXI7YTTP]%KVIIQIRX[MXL)