This Waste Supply Agreement ( “Agreement”) is made and entered into this ____ day of ____________________, [YEAR] (“Effective Date”), by and between (“[COMPANY]”) and , (“[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 wastewater 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 table service restaurants (“Food Waste”); (3) fats, oils and grease from grease traps and pumping station wet wells (“FOG”); and (4) [ANIMAL] waste (“Animal Waste”) ((1) through (4) are separately and collectively referred to herein as “[COMPANY] Organic Waste” and collectively, the WWTP and the sources generating the Organic Waste are referred to herein as the “[COMPANY] Waste Generation Facilities”);

The minimum annual volume of Biosolids generated by the Waste Generation Facilities in the course of their respective operations is estimated to be no less than [UNITS] wet tons at five (5) percent (%) Total Solids.

The expected annual volume of Food Waste, FOG, and Animal Waste is [UNITS] tons of Food Waste as collected, [UNITS] tons of FOG as collected, and [UNITS] tons of Animal Waste as collected;[COMPANY] collects and manages the [COMPANY] 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 [COMPANY] Organic Waste from the [COMPANY] Waste Generation Facilities, to the extent certain composition specifications are met

The parties acknowledge that in addition to the [COMPANY] Organic Waste, other organic waste materials are necessary for the Facility to operate in conformance with the budget for the design and construction of the Facility on the Facility Site as set forth in Section 2.1.5 and pursuant to the terms and conditions of applicable Engineering, Procurement and Construction Agreement for the development of the Facility;

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