[COMPANY]

[DATE] Draft

This document is in draft form and is presently the subject of discussion and negotiation between the Parties. No Party intends to be bound by this document, nor shall this document be deemed to impose upon any Party, any duty, obligation or liability, unless and until this document or a subsequent version hereof, is fully executed and delivered by the appropriate duly authorized representative of both Parties.

WATER SERVICES AGREEMENT

Between

[COMPANY],acting by and through its WATER ENTERPRISE and SEWER ENTERPRISE

and

[COMPANY]a Delaware limited partnership

Dated: June __, [YEAR]

Table of Contents

WATER SERVICES AGREEMENT

This Water Services Agreement (this “Agreement”) is entered into as of this ____ day of June, [YEAR] (the “Effective Date”) by and between [COMPANY] (the “City”) acting by and through its WATER ENTERPRISE (the “Water Enterprise”) and its [COMPANY] (the “Sewer Enterprise,” and together with the Water Enterprise, as applicable, the “Enterprises”) and [COMPANY], a Delaware limited partnership (“[COMPANY]”). Each of the Enterprises and [COMPANY] is referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

Recitals

The City and [COMPANY] have entered into that certain Annexation and Development Agreement, dated as of [DATE] (the “A&D Agreement”). In accordance with the A&D Agreement, [COMPANY] intends to construct and operate an ethanol production facility and related infrastructure and facilities (collectively, the “Plant”) on property to be annexed to the City (as more particularly described on Exhibit A, the “Property”). Pursuant to the A&D Agreement, the City has agreed, among other things, to provide municipal water and wastewater services to the Plant on and subject to the terms and conditions set forth in a Water Services Agreement. This Agreement constitutes the Water Services Agreement contemplated in the A&D Agreement.