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 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 (“[COMPANY] Food Waste”); (3) fats, oils and grease from grease traps and pumping station wet wells (“FOG”); and (4) [ANIMAL] waste (“Animal Waste”). One ((1) through four (4) are collectively referred to herein as “[COMPANY] Organic Waste” and collectively, the WWTP and the sources generating the [COMPANY] Organic Waste are referred to herein as the “[COMPANY] Waste Generation Facilities”);

The annual volume of Biosolids generated by the Waste Generation Facilities in the course of their respective operations is estimated to be no less than [SPEC] at four (4) percent (4%) Total Solids. [COMPANY] will provide the Biosolids for the entire Term of the Agreement; [NTD: Need to update based on Schedule 2 when completed]

The expected annual volume of [COMPANY] Organic Waste is [UNITS] tons of Food Waste as collected, [UNITS] tons of FOG as collected, and [UNITS] tons of Animal Waste as collected. [COMPANY] will provide the [COMPANY] Organic Waste for the entire Term of the Agreement; [NTD: Need to update based on Schedule 2 when completed]

[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 [COMPANY] Facility to operate in conformance with the budget for the design and construction of the [COMPANY] Facility on the [COMPANY] 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 [COMPANY] Facility;