PRECONSTRUCTION SERVICES AGREEMENT

This Preconstruction Services Agreement (the “Agreement”) is made, entered into and effective as of January ___, [YEAR], (the “Effective Date”) by and between [COMPANY] (“[COMPANY]”) and ___________________________________, [STATE] Contractor License/Registration No. _______________ (“Contractor”) for certain preconstruction services relating to [COMPANY]’s development of a wet fermentation/nutrient recovery, fertilizer production and electric generation facility to be located adjacent to [COMPANY]’s (“[COMPANY]”) wastewater treatment plant located in [LOCATION] (the “Project”). [COMPANY] and [COMPANY] may be referred to herein individually each as a “Party” and collectively as the “Parties.”

DESCRIPTION AND STANDARD OF SERVICES

Contractor shall perform the services (“Services”) described in Exhibit A and referenced in Exhibit B in accordance with the requirements of this Agreement, including, (1) the preliminary design basis and documentation necessary for [COMPANY] to submit the Project’s environmental permits, and (2) based on the preliminary design, a proposal for firm pricing for a Lump-Sum Turnkey Engineer, Procure, Construct Agreement (“LSTK EPC Agreement”). For clarity, Contractor’s LSTK EPC Agreement proposal shall include a fixed lump sum contract price for the complete engineering, procurement and construction of the Facility in accordance with the Owner’s requirements, including the performance guarantees and performance liquidated damages as set forth in Exhibit B and the project site agreements, and shall include delay liquidated damages based on a guaranteed substantial completion date consistent with the Preliminary Project Schedule set forth in Exhibit G. The Parties shall negotiate in good faith based on Contractor’s proposal regarding an LSTK EPC Agreement, but shall be under no obligation to enter into such an agreement.

With [COMPANY]’s prior written approval, Contractor may appoint and manage qualified individuals (including, without limitation, its employees, contractors, subcontractors (and its employees, agents and staff) and agents (collectively, the “Subcontractors”) with the training, experience and ability, as well as the adequate supervision, required to perform the Services in accordance with the standards set forth in this Agreement. Contractor shall be responsible for all acts and omissions of Subcontractors.

Contractor warrants that it and all Subcontractors are fully licensed, registered or otherwise authorized to perform the Services in the State of [STATE] to the extent applicable law requires such licensure, registration or authorization.