PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (hereafter “Agreement“) is made effective as of the ____ day of __________ 2023 (the “Effective Date”) by and between [COMPANY] a [STATE] limited liability company or its designated project-level special purpose entity (hereafter “Client”) and [COUNTERPARTY], a [STATE] corporation (hereafter “[COUNTERPARTY]“) (hereafter collectively Client and [COUNTERPARTY] are referred to as “Parties“ and individually each as a “Party”).

RECITALS

WHEREAS, [COUNTERPARTY] is an Engineering Procurement and Construction firm serving landfills, wastewater treatment plants and dairies for designing and installing biogas systems;

WHEREAS, Client is a builder, owner and operator of Dairy-based Anaerobic Digesters and renewable natural gas (“RNG”) upgrading facilities throughout California; and

WHEREAS, Client intends to engage [COUNTERPARTY] to perform professional services for two (2) central RNG upgrading facilities to be built by Client on or near i) [FACILITY], located at [ADDRESS], and ii) [FACILITY], located at [ADDRESS] (hereafter each a “Project“ or a “Project Site“).

NOW, THEREFORE, for good and valuable consideration, including the above Recitals which are incorporated herein and made a part of this Agreement by reference and for other good and valuable consideration the receipt and sufficiency which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

SCOPE OF SERVICES

1.1 Client engages [COUNTERPARTY], and [COUNTERPARTY] accepts such engagement, as an independent contractor to provide certain services to Client on the terms and conditions set forth in this Agreement.

1.2 [COUNTERPARTY] shall provide to the Client those certain services listed on Exhibit A (the “Services”).

1.3 Client does not and shall not control or direct the manner or means by which [COUNTERPARTY] or its employees or contractors perform the Services. The Services performed are outside the usual course of the Client’s ordinary business and [COUNTERPARTY] is customarily engaged as an independently established trade or business of the same nature as the Services performed.

1.4 Unless otherwise set forth on Exhibit A, [COUNTERPARTY] shall furnish, at your own expense, the materials, equipment, supplies, and other resources necessary to perform the Services. Client shall provide [COUNTERPARTY] with access to the designated premises, materials, information, and systems to the extent necessary for the performance of the Services.

1.5 [COUNTERPARTY] shall comply with all Client and third-party access rules and procedures communicated to [COUNTERPARTY] in writing by Client, including those related to safety, security, and confidentiality.