WASTE SUPPLY AGREEMENT

This Waste Supply Agreement ( “Agreement”) is made and entered into this ____ day of ____________________, [YEAR] (“Effective Date”), by and between [COMPANY], a [STATE] limited liability company (“[COMPANY]”) and [COMPANY], a political subdivision of the State of [STATE] (“[COMPANY]”). [COMPANY] and [COMPANY] may be referred to herein individually each as a “Party” and collectively as the “Parties.”

RECITALS

[COMPANY] desires to develop and construct a wet fermentation/nutrient recovery and fertilizer production facility ( “[COMPANY] Facility”) to be located adjacent to [COMPANY]’s waste water treatment plant ( “WWTP”) at or near [ADDRESS] in [LOCATION], [STATE];[COMPANY] has certain composting facilities that currently process, for treatment and disposal, significant quantities of organic waste, that for purposes of this Agreement are sourced from four (4) organic waste streams : (1) thickened waste activated sludge (TWAS) from the WWTP ( “Biosolids”); (2) food waste from restaurants [to be expanded] ( “Food Waste”); (3) fats, oils and grease from grease traps and pumping station wet wells ( “FOG”); and (4) animal [ANIMAL] and bedding material from stables and animal habitats ( “Animal Waste”) ((1) through (4) are separately and collectively referred to herein as “Organic Waste” and collectively, the WWTP and the sources generating the Organic Waste are referred to herein as the “Waste Generation Facilities”);

The minimum annual volume of Organic Waste generated by the Waste Generation Facilities in the course of their respective operations is estimated to be no less than [SPEC] of Biosolids at five (5) percent (%) Total Solids, [SPEC] of Food Waste as collected, [SPEC] of FOG as collected, and [SPEC] of Animal Waste as collected;

[COMPANY] collects and manages the Organic Waste in accordance with applicable state and federal environmental regulations and permits;

The [COMPANY] Facility has the ability to generate renewable electric energy and other products, including certain organic soil enhancements and fertilizers, from the decomposition and fermentation of the Organic Waste from the Waste Generation Facilities, to the extent certain composition specifications are met. ;

[COMPANY] shall, as mutually agreed upon in writing by the Parties, deliver back to [COMPANY] the liquid effluent generated by the [COMPANY] Facility pursuant to a Liquid Effluent Off-take Agreement between the Parties dated the _______ day of ________, [YEAR] ( “Liquid Effluent Off-take Agreement”);

In addition to the [COMPANY] Facility, [COMPANY], working cooperatively and in good faith with [COMPANY], shall design and develop a system of collecting the Organic Waste from, among other sources, the Waste Generation Facilities, and transporting the same from the Waste Generation Facilities to the [COMPANY] Facility;