THE CORPORATION OF THE TOWNSHIP OF GEORGIAN BLUFFS By-aw No 59-2016 Balng a 8}ow to authorise the exosaton ofa Mino! Canta Facies Aareonent WHEREAS subsection 113) ofthe Muniopal Ac, 2001 proves that Be Munispalios ‘ay ass Bylaws espetng, mr ala, wosta manapoment on public ules {AND WHEREAS section 74 ofthe Mania! Act, 200 proves that municipalities may, forthe own purposes pase such Byun rls fo wast management tes ‘mantsoaty on note nico: [AND WHEREAS socten 83 of the Municipal Act, 2001 roids thal no person shak onsuct, maintain or pote «sewage pubic uty nthe mnipalty# he untialty Fac oscton to prods te pci In hat tet tho Be Soaring comme ete ‘nunkpaly and ter powes that sconce may be autos tau consist [ts on th powers to which the coneant rele aa my be aad uso WHEREAS ssbsocton “101 of tho Municipal Act 2001, 8.0. 2001, 25, rosa that {he aunet ofa manicpaty mayentarno aprons rhe pons of ropa {see by any person ed may pass Bylaws romping lands on wis murtal capa {Sali are loeatoa ror property txaton fr mnie and shoal preas, [AND WHEREAS paragraphs 8 and 7 of subsection 2(1) of Ontario Regustion 00908, os ‘smended, provides tat muncipalies may enter into agrenate ar provision of Imuntipal cpa facts for swage and ortho management of was, rospecbay, ‘gle wo be mania! cape face [AND WHEREAS The Caporation of the Townaho of Georgian Bie and The Caption ‘ofthe Townshp of Chatvorth and SusGlebalEnetgy Canode unt hows extant {Dentro an agroomt trois re operon of ts wast waar oro sopra ‘organic focy, te costed decrale enter to ® Mnkipal Copia Faces [Agreement respect of such waste water Wenment source operat city Common ‘otorod to a te Basie, [AND WHEREAS the Counl of The Corparaon a the Township of Goorin Bate ams [expen to enter ino m agreement wh SusGlotel Energy Canada Lidoopeate te aco water teatment aurea separated cgaice fatty commonly tetera (98 the ‘Blodgestr sta mrscpa coptl acy and hes deemed the Ooagete a rumniipay apt fatty Reshren Number 1862016, NOW THEREFORE the Counal of the Township of Georgian Biffs herby enats as ‘Show 1. That an agreament tstwsen The Corporation oft Township of Goon Bute and ‘The Corporation othe Townehp of Contemorh an SusClatel Enegy Conade tie (CSisGioba) attaches hereto as Schedules and forming pa of ble By (he Aateement) is rely sured pursuant to cecion 170 the mp Act 200% {ere prouson of munipal capt acy for sewage and forthe maragerek vaste a property lua dears O62"1" Side Road 8, Lot &, Concesson 6, “Township Geecan Bile (he "Lande in acordanes wih Oran Regeaton {20306, se arenes, ae Mayor an Clerk are eure fo ig and exes ‘areornt on tana! The Caparaton of he Towne of Geogan Ba, 2. The Clerk shal sve the necozsry nota ft By othe Mister of Educatin, as raqared pursuant te sibsccton 1108) fhe Manoa Ac 207 3. The Clerk shat give wien oo ofthe cantents ofthis Baw to the Muniial Property Assessmet Corpratn, the Clark and Tessier fhe County of rey adthe secretary of any echo! Lor fearon of jicton of any svc Boat ces ie nd at orem by By, al purser to 110.) Manca Aa “4, Ths BOW salle doomed repels (2) SusGiobal or any approved success eases to ws he Lande for the purpose of {sonapo and the management of waste wae os may So cates leoated ot arte’ for fs rerded supe, (©) He Agroomontia amin Sr any 8080n, ‘5 That ie Byaw shal come ll loca and ict un the al zasing here. oad et snd acon tne thi fy of de, 2018BIODIGESTER EXPANSION AND OPERATION AGREEMENT ‘THIS biodigester expansion and operation agreement nade a ofthe Ist day of June, 2016 (the “Bffective Date"), BETWEEN: ‘The Corporation of the Township of Georgian Bluffs (ereinater called “Georgian Bluffs") -and ‘The Corporation of the Township of Chatsworth (hereinater “Chateworth”) and - ‘SusGlobal Energy Canada I Lid (hereinafter called “the Company") WHEREAS Georgian Blufls and Chatsworth (together the “Mt property and operate abidigestr and electricity generating fail located st 0621 5, Georgian Blots (Lot 4, Concession 6, former Township of Desby, County of Grey) (the “sisting Facility": AND WHEREAS the Municipalities have formed a joint board, as joint municipal standing ‘committee, the Biodigester Joint Bou, to report, recommend and oversee the management of ‘the Exising Facility, to make reports and recommendations concerning the Existing Facility to ‘the Councils ofeach ofthe Manicipaies and to pusuc improvements to the Existing Facility (the “Foint Board”); AND WHEREAS subsection 11(3) ofthe Monicipal Act, 2001 provides thatthe Municipalities ‘may pass by-laws respecting, iter ala, waste management and public lites; AND WHEREAS tection 74 of the Manicipal Act, 2001 provides that municipalities may, for ‘their own purposes, pass such by-hws in elation to waste management i the maniipality ox in _ayother municipality, AND WHEREAS section 93 of the Municipal Act provides that no person shall construct, ‘maintain or operate a sewage publi uty in the municipality if the municipality has jurisdiction ‘to provide the pubic wily in that aea without fist obtaining consent ofthe munsiplity and futher provides thatthe consent may e subject to such conditions an limits oa the powers to Which the consent relates as may be agreed upon AdAND WHEREAS the Monciplites dsm it desirable to provide consent tothe Company 10 ‘onstrct maintain and operate a sewage public tility and t et ot he conditions and mits on such conden as have been agreed upon AND WHEREAS the Mnicipal Act, 20 provides tht each of the Municipalities may enter into agreements for the provision of municipal capital facies including facilities used for ‘wastevater purposes; AND WHEREAS a municipal capital files yreement may provide forthe lease, operation land maintenance of the municipal capital facilities and may’ provide for cerain types of ssistance to be provided in respect of such facilites; AND WHEREAS each of the Municipalities may provide financial or other assistance to any person who has enered into a munieipal capital facies agreement in respect of the flies that ae subject ofthe agreement AND WHEREAS by resolution 45, Council of Georgian Bus has declared that the Existing Fevilty and the Proposed Expansion are municipal capital fills forthe purposes ofthe ‘Township and ae fora wastewater purpose [AND WHEREAS by sesolution 5, Council of Chatsworth has declared thatthe Exiting Pavilgy and the Proposed Expansion are municipal capital facies forthe purposes ofthe ‘Township and are fora wastewater purpose, [AND WHEREAS jn order to grant the license to the Company for a period of 25 years ‘Chuzworth has enacted By-law i¥>and Georgian Biufs has enacted By-law 5; [AND WHEREAS Goorgian Blut has amended the euret tipping fees parsuant to By-law Number =! and Chatsworth has amended the current tipping fees pursuant to By-law Numbers; AND WHEREAS each of Georgian Bluffs and Chatsworth have provided notice as required by the ther respective By-laws prior to authorizing execution of this Agreement; AND WHEREAS the Municipalities wish to improve the economic performance of the Existing Feely [AND WHEREAS the electricity generated and environmental attributes by the Existing Facility ine sold to oF the property ofthe Independent Elecrcity System Operstor pursuant toa Feed Tariff Contact ~ Contract F-000-98|-BIG-130-203 ("FIT Contract"); AND WHEREAS the Company desires to invest certsin capital to modify the Existing Facility Gnd construct the Plant (es defined below) and the Municipalities are willing to permit such investment to occur subjet to the tems and conditions provided herein; AND WHEREAS the Company has rpreseated it hat the technical and financial resources to improve the performance of the Existing Facility and operate the Plant on the terms and onions provided herein;NOW, THEREFORE, in consideration ofthe agreements herein expressed and other good and Valuable consieration, the receipt and sufficiency of such casideraten being acknowledged by ‘Sach Party to eachother Paty, the Parties apre as fellows: 1 DEEIND Whenever used in this Agreement, the following tems shall have, unless otherwise express indicated the meanings defined a follows: (1) “Agreement” shall mean this biodigestor expansion and operaon agreement including tl schedules hereto as sich may from time to time be amended; 2) “Applicable Laws" shall mean any applicable Canadian federal, provincial or tnuniipal laws, ordrsincounl, by-laws, codes, ues, policies, regulations and $atues; (0) applicable orders, decisions, codes, judgment, injunctions, decres, awards and writs of any cout, tribunal, arbitrator, Governmental Authority or tiher person having jurisdiction; (€) applicable rulings and conditions of any Hcence, pennt, certificate, reisatioe, authorization, consent and approval issued by a Governmental Avthorty; and (@) any requirements under or pressribed by applicable common law; 2) “Business Day” shall mesn any day other than a Saturday, Sunday or statutory holiday in che Province of Ontario; © “Company” or “company” shall mean SusGlobal Energy Canada 1 Lids ‘Company shall also mean and inchide any successor ofthe Company or any permite assignee of the Company; (5) “Contra” far the purposes of this Agreement is determined based on the following: {@) inthe case of a corporation, a person controls such corporation if securities to hich are attached more than fifty percent (30%) of Uwe votes that may be cast to Zee direcots of such corporation are beneficially owned by the person and the otesaached to those securities are sufficient, if exercised o elect a majority of the directors of such corporation; (8) in the case of a limited parmership, the genera. partner of such limited partnership controls soc limited partnership; {© in the case of a person other than a corporation ora limited parinerhip, 2 pecs controls such person ithe former person possess, directly or indirect, I least a majority parnership,co-tnancy or other intrest in such person aad has the overall power fo determine the polices and condact of the management of sch person and {@ person who controls another person is dered to control any person which i ontroled, or deemed tobe contrlld, by the ether person, 3 i© o o 0) ay andthe words “Controls and “Controlled” have coresponding meanings; “Chatsworth” means The Corporation of the Township of Chatsworth, = ‘nicipal corporation; “ECA” means an environmental compliance spproval, renewable energy spproval,cetfiate of approval or smile approval issued by the MOECC: “Baoctve Date” means the date first wten above: “avironmental Law” shall mean end include any Applicable Law relating to the release of Hazardous Materials or protection ofthe envrorment and human health “Georgian Bluffs" means The Corporation ofthe Township of Georgian Blu, a wicipal corporation: “Good Engineering and Operating Practices” means any of the practices, methods an activities adopted by a significant petion of the Nork American lec wilty and enviromental Waste manageriet industry 8 good practices applicable to the desig, building, and operation of flies of similar type, size tnd capacity or any ofthe practices, methods or activites which, inthe exerese Of sil, diligence, pradence foresight and reasonable judgemeat by a prudent ‘operator in light of the facts known atthe time the decision was made, could ‘reasonably have been expected to accomplish the desired result ata reasoeable ‘cost consistent with good business practices, eliability, safety, expedition and Laws and Regulations. Good Engineering and Operating Practices are not intended to be limited to the optimum practices, methods or acts to the exclusion ofall eters, but thr ar intended to detncat acceptable practices, methods, or facts generally accepted in the North American eleceic utility industry and ‘eavironmensal waste management industry, Without Timing the generality of the foregoing and in respect ofthe operation of the Facility, Good Engineering and (Operating Practices include taking Commercially Reasonable Efforts €0 ensure that () adequate materials resources and supplies are available to meet the Facility’: needs under reasonable conditions and reasonably anticipated amoral conditions, (©) sufficient operating personne! are avaiable and are adequately qualified, txperiencod and tained to operate the Facility properly, ellicintly and taking into account manvfactures’ guidelines and specifications and are capable of responding to abnormal conditions; (©) preventative, routine and non-routine maintenance and repairs are performed on « basis tat eqsures reliable longterm and safe operation nd taking into account’ manufacturers’ recommendations and_are 4performed by knowledgeable, tained and experienced personne! utitising proper equipment, tolsand procedures; nd (®)—sppropriate mentoring and testing is done to ensure equipment is functioning as designed and to provide assurance tht equipment will function properly under both nonnal and stra conditions. (12) “Governmental Authority” means any federal, provincial, or municipal ‘government, patiament oF lgslture, or any reguletory authority, agency. ‘ribunal, commission, board or Separmnent of any such government, parliament or legislative, or any court or other lw, regulation or rule-making entity, baving jurisdiction in the relevant dtcumstances and any person acting under the ‘thority of any Governmental Authority: (03) “Hazardous Materia” shall nean end include each substance designated as 2 hazardous waste, hazardous substance, hazardous material, hazardous waste special waste, radioactive mara, pollutant, contaminant, toxic substance of ‘ther compound, element or sbstance in any’ form as designated with words of| Similar meaning and regulatory effect under any Environmental La, petroleum fand petroleum products, deivatives, wastes or additives, polychlorinated biphenyls, esbestos, and any ether substance for which lability or standards of ‘conduct may be imposed under Environmental Law: (14) “ESO" means the Independent Electricity System Operator, ois suesessor; (15) “Insolvency Legislation” means the Bankruptcy and Insolvency Act (Canada), the Winding Up and Resrucring Aet (Canade), the Companies’ Crediors “Arrangement Act (Canada) seh analogous legislation in effect inthe provinces fand territories of Canada and the bankruptcy, insolvency, creditor proestion or Similar laws of any other juislition (Fegardless of the jurististion of such application or competence of sich aw); (16) “TTA means the Income Tar det, RS.C, 1985.1 (Sth Supp}: (17) “Letter of Credit” means ore o more irevocable and unconditional standby eters of credit issued by a Grancal institution lst in ether Schedule Tort of the Bank ct (Canada) or apoker Financial insitution having & minimum Credit Rating of () Av with S&P, (i) A3 with Mod's, (i) A (low) with DBRS, or Gv) |A-with Fitch IBCA: (18) “Material Adverse Effect” means any change (or changes taken together) i, cect on, the affected Paty tht materilly and adversely affects the ability of Such Paty to perform is obligations hereunder; (19) “MFIPPA™ means the Municipal Freedom of Information and! Protection of Privacy Act, RS.0. 1980, N36;am a @ 3) es 5) 6) ra oe “MOECC” means the Ontario Ministy ofthe Environment and Climate Change and any successor miaisty, “Municipalities” means Chatsworth and Georgian Bluffs and “Municipality” means either of Chatsworth o Geoesin Bluffs, asthe context requires; “Munloipal Act, 2001" means the Miaeipal Act, 2001, 8.0. 2001, 6.25; “OHSA” means te Occupaional Health ard Safety Act, RS.0, 1990, ¢. 0.1; “Parties” means sll of Chatsworth, Georgian Bluffs and the Company and “Party” shall mean any ove of them, provided that wherever Party is used, ci worth and Georgian Blue shai be deemed a single Party less the contrary is expressly stated; “Plane” shall mean any and all equipment requiced for a fal to process Source Separated Organies ("SSO") incloing but oot limited to the equipment lise in Schedule “A” to this Agreement and any associated structures inluding materi handling, digestion, biogas collection and. enerzy conversion equipment and ~Uilies Ineiaces and olker related equipment as deemed appropriate and supplied by the Company. All equipment supplied by the Company will be ‘greed by both parties afer Envconmental Permils are issued. The approved ing wil be substituted into Schedule “A” to this Agreement, which the Schedule “A” currently atached represents the equipment considered bythe Parties hereto a5 representing the equipment requised to be supplied. For ‘etary, Its agond by the Parcs that SSO doesnot incl any comme, sgicultural or manure crganie wases. “Property” means the land owned jointly where the biodigester, the Exising Facility, is located, with a legal éeseription asset cut in Schedule “D” to this ‘Agreement “Regulation 170/03" means Ontario Regulation 17003 issued under the Environmental Protection ct, RS.O. 1990, ¢- 19; “Site” shall mean location within the Municipalities’ Property, having an approximate size of 10 hectares. ‘The Site shall be mutually agreed pon bY the Panes, taking into account the convenience to supply SSO. Feedstock, the convenience and proximity to the Utilities Interface, and aesthetic. and fevironmental considerations, The Site shall include any necessary access to provide such vebicle acess, water, sanitary and storm sewers natal gas biogas fd electrical services to and from the Site as many be required. Following Selection ofthe Site and utility locaton, they shall be surveyed anda plan thereof be prepared a the expense of the Company, which plan and description shall be ‘nialed by the Parties and atached to this Agreement as Schedule “E";9) art Date” means the earlier ofthe date the Company fis receives SSO forthe Plantor the dat that is 18 months after the Effective Date; 60) "STDC" means Susnable Development Technology Canaia or successor organization; (81) “Tates” means sll ad valorem, property, municipal, education, occupation, severance, production, tansmission, wtlty, gross production, gross receis, Sales, use, excise and other takes, governmental charges, licenses, peits and Sisesments other than () HST and (i) taxes based on profs, net income or act ‘worth; (62) “Utilities Interfaces” shall mean the equipment supplied by the Conpany that makes possible the interconnection between the Plant and lly services inelading but not limited to eleuicity, gas and water. TERM & ON (1) Uness terminated cari in accordance with the provisions of his Agreement, the tenn of this Agroement ("Term") shall be for tventy-ive (25) years commencing tpn the Effective Date and terminating at 5:00 pm, local ime on the twenty {ith anniversary ofthe Effective Date. ‘The Term may be renewed ant extended Tor two additional periods fr five (5) years each, each a Renewal Term, unless ‘one Party delivers writen notice of termination tothe other Parties oot later than fone hundred and eighty days (180) prior tothe end ofthe inital Term or any ‘enewal and extension thereof. Provided, however, that in any renewal term each pry shall have the right to terminate the contact upon provision of the 180 days ‘welzen notice. (2) This Agreement shall be immedistely terminated upon writen noice fom the “Manipal tothe Company, if one ofthe following events occurs: (@)Oncofthe events of Default in paragrapts 41), 4X), (1), 48) or 13 occurs; (8) If the Company is unable to secure the commitment of $75 milton ia funding with at least $1,000,000.00 being advanced to the Company ‘within fy (50) Business Days ofthe Effective Date (the “first tranche” of Funding) or fails t0 provide aay Letter of Credit or ter financial assurance as provided for inthis Agreement, (©) the Company fais 1 resive all approvals required forthe onstruction ‘ofthe Plant prior to the first anniversary ofthe Eiective Date; ot (© Fails to secure « supply of $50 of fifteen thousand (15,000) tonnes per annum, in the aggregate, fr a minimum period of fifteen (15) years prior tothe first anniversiry ofthe Start Date; Au© © “This Agreement may be terminated with ewenty (20) Business Days writen notice by: (@) Any Party if an event of Fore Majeure exceeds 1 year in duration; oF (©) The Patcs mutually gree in writing to terminate this Agreement this Agreement is temminated as provided in Subsection 202K), 2X6), 22Xe) or 226) ther: (@) Any assigned agreements (Maintenance, lity connection agreement, service agreements) Wil be immediately transfered to the Municipalities andthe Parties shall work cooperatively through the transition; and () the Company shal have twenty (20) Business Days o remove any of the Company's equipment, materials, vehicles or other lems from the Property snd shall ave no futher access tothe Property thereafr. If this Agreement is terminated pursuant to Section 2248) oF 33) the ‘Muntpaly shall have the righ to purchase the Plan forSI-08. = 3, LICENSE: 0 2 “The Municipalities hereby demise and license the Site tothe Company, and the CCompeny hereby licenses and accepts the Site from the Municipals, © have fand f0 hold doring the Tenn, subject to the tems and conditions of this ‘Agreemeet. During the Term ofthis Agreement, the Municipalities shall provide the Company withthe quit enjoyment of the Site forthe purpose of the Existing Facility and Plat, ay use the Municipalities may make of the Property shall not interfere with the Companys operation of the Existing Facility and Plant “The Company shall use the Site only for the purpses related fo the Existing Facility and Plant as contemplated herein. A security fenee consisting of chain Jin construction or similar but comparable construction may be placed around the perimeter of the Site, provided that the fence is losted onthe Site at the tisctetion ofthe Company, if iti necessary fr reasons of security or safety, after ‘consultation with the Muaniipaite, All improvements shall be atthe Companys Expense, and the instalation ofall improverneats shall be the discretion and Splion ofthe Company. Any fll brought onto the site by dhe Company or is Contactors will be “clean fil” according to civil works good practice in effect a the time, The Company shall have the right 0 replace, replt add or oerwise| "ody is equipment oF any postion theref, whether the equipment is specified Or not on any Schedule attached hereto, daring the Term. This Agreement does pot confer upon Company any rights (o any mineral, water, aggregate, sil, or Timber onthe Property. The Municipalities may exact these resources provided that, in'30 doing, there is no ialeference with the Company’s rights in the Proper hetein or created by this Agreement. Any topsoil displaced during borehole, foundation excavations or otherwise shall be stockpiled and not 8reanoved ffom the Property, unless so done by the Municipalities ori required by ‘Applicable Law. 3) The Company will maintain the Property, the Existing Paclity, the Site and the Plancin good condition, reasonable wear and tear excepted. Tt is understood and Aayoed thatthe Company's ability to use the Site is contingent upon it obtaining ter the execution ofthis Agreement all of the certificates, permits and other tpprovals (colectively, the “Governmental Approvals" dat may be required by fy federal, provincial or local authorities which will permit the Company’s use ff the Site a5 se forth above. The Municipalities shall cooperate with the ‘Company in is effort to obtain sich approvals and shall ake no action which would adversely affect the status of the Property wit respect othe proposed use {the Company. In the event that any of such applications for such Governmental Approvals should be finally rejected or any Governmental Approval issued t0 the Company’ is canceled, expires, lapses or is otherwise Withdrawn ce terminated by Governmental Authority, this Agreement is Terminated and the Conipany shall have twenty (20) Business Days to remove any fs equipment, material, veicles o other lems from the Property and shall have to further access tothe Property therefir (4) Dacing the Term of his Agrecment, the Munispalts shal exempt the Company fom all of the taxes levied by the Munieipaiies, including for municipal and school purposes related othe Property PRIOR TO CONSTRUCTION OF THE PLAN! (1) The Company shal: {@) Prior to 5:00 pan, local time onthe Fite (50%) Bosiness Day following the Effective Date, have: (1) received the commitment of the funders to finance the Expansion/construction and operation ofthe Plant and stall have feccived the fist tanche of the funding and provide writen ‘confinmaton of such tothe Municipalities; and @) made suitable aangements with the Municipalities to take over the opeation nd mtintenance ofthe Existing acility, including but not Finited having the required insurance in place, wensfer of responsibility forthe utility services for the Existing Facil, fsignment of the manufactorers services agreements and any filings with any Governmental Authority required forthe operation ofthe Existing Fait 1B) After 5:00 pam. local time on the fiftieth (50) Business Day following the Effective Date, when the Company esumes contol sod responsibility fr the Existing Facility, subject only to any express reservations, have fetained Anvinterk Canadian Water Services ("Facility Operator”) t0 °© @ © 0 ® operate, maintain and repair the Existing Faclliy in accordance wit al Applicable Law and Good Engineering and Operating Practices all the sole cost of the Company. The Company may, subject the consent of the Municipals, which snot to be eneasonably withheld, rom tne to time, replace the Facility Operator, with a suitebly qualified and ‘experienced person to operate, manisin and repair the Existing Failiy ‘and shall provide the Municipalities with writen proof of sueh reainer ‘athwithupoa such reainer Notwithstanding the foregoing, the Company shall remain solely responsible to ensure the Existing Facility is operated, mainiained and repaired in complimce with Good Engineering and Operating Practice and ll Appiable Laws Prior © 5:00 pm. local time on the seventeth (70%) Business Day following he Eective Date have submitted a complet aplication bo the MOECC for an amendment to the existing approval for the Exbing Facility andor for anew approval forthe Plant andlor Existing Facil, ach ofall as may be required by the MOECC to amend or replace the ECA forthe Existing Fait 'At or prior to 5:00 pm. local time on the fitch (50%) Business Day following the Elective Date and continuing during the Tem, provide a Letter of Credit to the Municipalities in the amount of two husdred thousand dollars ($200,000.00) 10 secure the Company's performance of ‘te obligations hereunder, ocluding paying. shird "parties. The “Municipalities may dra upon the Letter of Credit where (i) the Company has filled to make & required payment o the Municipalities under this ‘Agreement o i) where the Company has filed co pay a third pats and such obligation is requzed to be paid by the Company under the provisions ofthis Agreement; or (i) the Company’ bas failed to ay @ {hind prey any amount owed in respect of the Existing Facility or Plant and the Municipalities use the Leter of Credit to pay such. The Let of CCrecit shall be ina form seceptable to the Municipalities ating reasonably, Where the Leter of Credit has been drawn upon, the Company shall replenish such Leter of Credit within twenty (20) Business Days of the Leter of Credit being drawn upon. (Obtain all reguird permits and approvals or assist the Municipal ‘where applicable including as may be requited zoning changes, oficial plan amendments, bulging permits and reimburse the Municipaiies for {ny and al costs reasonably incurred and approved in advance in writing by the Company. Make the necessary arrangements for the completion of all Uttites Interfaces necessary forthe Plant atthe soe ost ofthe Company. Engage only qualified contractors, sub-contractors and other persons for the planning, design, insallation and constuction of the Plat in 0accordance with Good Engineering. and Operating Practices and all ‘Applicable Laws (i) Engage omy ualifed equipment suppliers with industry. standad (Ensure any person used forthe planning, design, operation or construction ofthe Plant or part thereat, is property qualified and ha the appropriate insurance, incoding having any contractor or sub-contractor provide rateial and performance bonding inthe amount ofthe contract rie for the constuction ofthe Plt. (©) The Company shall provide copy ofits plans 10 the Munleipalies wo review prior 10 submission of any application for permits or approvals. The Municipalities agre to provide their comments on the plans as Soon as reasonably practicable 1G) The Company shall emit andor pay all Taxes and other eimployers’ fees, including but not limited to. WSIB remittances, insurance premiums, Canad Pension Plan remitances and Enployment Insurance remittance, relate 0 any petsons it employs to operate the Exiting Facility and Plant and the Company [sknowledges and agrees that any persons itso employs are its responsibility and te not employees, agents or contractors ofthe Municipalities. NN AND OFF IN (1) Tee Company, ats sole cost, shall: (@) plan and develop the Plan in sccordance with Schedule “B” — Plan and Description, unless otherwise apred to by the Parties. (b) here to Good Engineering tnd Operating Practices and all Applicable Law in. carying out the planning, desi, engineering, project management, instalation, constuction, operation, maintenance and repait ofthe modifications tothe Existing Fail, the Utes Interfces andthe Plant (©) be identified as the ‘sonstuctr” of the Work for purposes ofthe OHSA land shall perform all obligations in connection therewith. Company shall te responsible for submission of the required “Notice of Project” and reaistation for under OHSA. The Company shall deliver a copy of such "Notice of Project” to the Municipalities promptly on such document being available, and in any event prior to the commencement of construction of a Project. The Company shall develop, implement and Gdtgentiy manage a worker health and safety management system 0 feasure compliance with all Applicable Laws. Throughout performance of work the Company shall promptly notify the Municipals of any crite! injury, ftality, oF any ater significant worker health and safety incident, "@ © 0 @ « « 0 © including any incident reported toa Governmental Authority, occuring st say Site. Inthe event of such incident, the Company shall ake immediate 2etions in accordance with all Applicable Laws to mitigate the impact to worker heal and safety. agrees to comply with all provisions of the Consretion Lien det, RSO. 1990, c €.30, and eer statutes Grom time wo time aplieable in respec of all work done or improvements made to the Site for which the Company is responsible pursuant to this Agreement and the Company shall take all steps necessary to ensure that mo len & enforceable against the Sie or Property. Ifany len becomes enforceable, then the Company stall us its ommerciallyresennahle efforts ta arrange for sich len tn be diachargat for vacated. within sixty (60) Business Days of the date on which the Company becomes aware oF sich len. Without limiting any of the “oregon, the Company shall stisty all judgments and pay all oss resulting fom any’ lens, of other encumbrances arising. fom the Derformance of the work or any actions brought in coanection With ary Such lens of ether encumbrances, or in connection with anyother claim or —lewsuit-rought against the Monicipaities by any person thar provided goods or services othe Compan, Arrange for the provision and payment of the necessary U erfces. ‘Charge snd collect ping fss a5 may be provided in the applicable by ‘aws of each Municipality and which accord withthe provisions of this Agreement, provided that the Company sal not collect iping fes for ‘he Sunset Srp businesses a listed in Schedule “F™, “Todertake commissioning in accordance with the commissioning plan provided in Schedule "C” Maintain the existing fence and any other fence installed on or within the Property in good condition, Collet and remit taxes as required by Applicable Law. lan, design, instal, finance, constuct and maintain any capital provements of the Existing Fallity as may be requced by Applicable {Eaws or Good Engineering and Operating Practices. Prior 1 the fst aniversary of the Stat Date, have secured a stable, secure supply of $SO fom one er more supplies for a volume, in szregat, of filsn thousand (15,000) tonnes per annum for at lest een (18) years and confizmed such with the Menicpalites by providing them evidence of such arangements,2 2 ® ® © © “The Panes acknowledge thatthe continuity ofthe Plant operation willbe subject to. shot term interuplions caused by routine maintenance, equipment breakiowns, texting schedules, forced outages and force majeue. The Company shall use commercially reasonable effors to. minimize the duration of intereptions ‘The Company chal receive, accept and proces ll septage and sewage from the acogrephic area of the Municipalities at the Existing Facility andor the Plant, “subj To compliance with Applicable Laws, ‘The Company shall at no charge, on an a8 needed basis, accent and proces all seplage and sewage fom the Sunset Strip businesses as fisiec in Schedule “F” ‘olleced and transported tothe Existing Facility by the Municipalities ‘The Company shall he responsible for all ssles end marketing of the SSO operation in order to secure the necessary feedstock and input materials and stall be remonsible fr the management and disposal ofall outputs and waste products in accndance with Applicable Las “The Parties shall record and maintain all records required by this Agreement or any cee Governmental Authory. becom ING o ® [Except where this Agreement Is terminated prior to the twentsith anniversary of the Effective Date, atthe Municipalities written request, ve Company shall femove the Plat from the Site on the Inter of the twenty-fifth anniversary ofthe Eefectve Date or thity (30) Business Days afer receipt of such request ond restore Site as close as practicable to the current state a athe Effestive Date ‘ofthis Agreement. The Company shall ensue the Existing Plat is left in tly, af and operable state similar t the enrent state atthe time ofthe Effective Date Df thi Agreement. All Hazardous Materials shall be removed from the Site and transorted and disposed on acordance wit ll Applicable Laws. \Whete this Agreement i terminated prior tothe twenty-fifth aniversary of the Bffesive Date: (@) and itis terminated as a result of a defatt by the Municipalities or ftherwise without dea by the Company, the Company may remove the ‘cqipment it owns from the Site and the Plant provided no har i cased to the Existing Facility and the Existing Facility is Tet ina safe condition and in good working oder, and (6) and itis terminated a9. result of a default by the Company, the Municipalities may porchase the Plant and equipment owned by the Company a the Site for one dolar (S100). RESPONSIBILITIES OF THE MUNICIPALITIES© onieipalites: (@) Agree to process any building permit application from the Company for the Plant in accordance with thei existing practices; (6) Stall cooperate withthe Company in the permitting, design, financing, ‘onstruction, modifiation and operation of the Existing Facility andthe Pianta acthe cox ofthe Company (©) Stall cooperate withthe Company to apply for capital grants to STDC and the Fureka Program and cooperate with the Company in any other spplications for gran or financial assistance, all at the cost of the Company; (6) Stall ensue thatthe Company receives the quiet enjoyment of the Site Surg the Tern nd (©) Consider requests fiom the Company to emend the by-laws establishing tipping fs. & HI-CoNTRacT o @ o ® ‘The Company acknowledges the Existing Fuiliy is subject tothe FIT Contract. shal be the responsibility ofthe Company t secure any amendment, if such are required, tothe FIT Contract to permit the Plant to be constructed. “The Company acknowledges that pursuant tothe FIT Contract, the Environment ‘Atbutes related tothe Existing Faclty axe the propecty of the ESO and the CConnpay has no right to such Environmental Atibutes, as such is defined in the FIT Contract, After 5:00 pm on the fifieth (50") Business Day following the Effective Date the Company shall a its sole cost except where the FIT Contact (rovides otherwise, wack end provide information required by the FIT Contact for dealing wits the Environmental Ateibutes. ll righ ile and interest in and to all Environmental Auributes arising in connection withthe Plant, the Existing Feely, the Property or any of the activities or facilites or their operation as contemplted herein or as may occur fom time to tine inthe future during the term of this Agreement, othe than the Environmental Attibutes that are che property ofthe IESO under the FIT Contac, belong to and are owned by the Company and each of the Municipalities hereby transfer, asigns and forever quit claims thse Environmental Attributes to the Company. “The Municipalities shall provide reasonable assistance tothe Company to secure say amendmen to th FIT Contract necessary forthe Plan “The Company acknowledges that he FFT Contact wil remain inthe name ofthe ‘Municipalities. Mer 5:00 pr on the fitieth (508) Business Day following the Effective Date, the Municipalities ae ented to ten percent (10%) of the revenues and any other econamie benefit fom the FIT Contact and the Company 1“is entitled ninety percent (90%) of the revenues and say other ecanomic benefit fiom the FIT Contact. The Municipalities shall hold the sid ainegy percent (08) ofthe revenues and any other economic benefit fom the FT Contract in trust for and on bebalf of the Company end may offset any portion thereof Consisting of money against any monies owed by the Company to the “Municipalities if they have provided notice of such tothe Company in sufficient time to prevent any resonable likelihood oF payment of the monies so offset by the Company (8) The Company shall operate the Existing Facility in compliance with the FIT Contract and Applicable Laws and shall use commercially reasonable efforts to ‘maximize the enerey Output and revenue from the generation of €ectiiy fom the Existing Facility ‘TIPPING FES & PAYMENTS (1) Eech of the Municipalities retain the sole right and responsibility to establish tipping fees for the Existing Facilities and Plant, for both septage and the processing of SSO where such septage oF SSO has its source and produced in the geographic area of such Municipality CIn-ranchise Materials"), The ‘Compt may, no more than once pet Year, equest the Municipalte to amend the bye in respect of the tipping fees for In-Franchise Materials. The “Munic patties wil st the ping fees fr In-Franchise Materials in manner that is consent with Applicable Laws. For all septage or SSO generated fom ‘outside the geographic area of the Municipalities ("Ex franchise Materials”) the ‘Municipalities agree tat the Company may sct all ther tipping fs, and change, amend and othervze desl with those oer tipping fes, entirely a it ses fit so Tonga the tipping fees fr Ex-Franchise Materials isnt les than te tipping fees for In-ranchse Material @) After, 5:00 pm. on the fifth (50%) Business Day following the Eifectve Date {shen the Company sall assume contol ofthe Existing Fail), the Company Shall te responsible to bill and collect tipping fees in accordance with the fpproved by-laws ofthe relevant Municipality forthe Plant for both sepage and the poeessing of SSO. which have their source and are produced in the feoerephie area of such Municipality, oer than the sewage and septage of the ‘Sans! Strip busineses as listed on Schedule “F" which isto be dst with asset cout in Section 9(5). Risk of collection of such fees (excluling Sunset Stip businesses fees where the risk resides With the Municipalities) resides with the Company. @) Comiencing on the Star Date, for each one year period ending on the snnivesty ofthe Stat Dat, the Cornpany shall ensure tht payment is made t0 the Maniipalities in the total amount to the Municipalities, ogether, of a mninimu of two hundied thousand dollars ($200,000), excluding any amounts fefered to in Section 6) and any applicable Taxes, foreach suck twelve mont Period commencing on, and not before, the Start Date and ending on the 15termination of this Agrement (Groating 4s required a the imme of such termination), This amount shal be pad in twelve (12) equal monthly installments (0 $16,666.57, excluding applicable Taxes, onthe Tes (1") Business Dey ofeach ‘month. The Municipals may set off the revenve received pursuant the FIT Conuac being held in trust for and on bebalf of the Company dering » moath sgainst the amount to be paid by the Company tothe Municipalities om the fist, (1°) Business Day af the following month if but ony i such se off scarred out in accordance withthe requirements of Section S(4). The paymeat may be made by electronic finds transferor cheque payable to Georgian Bluffs in trust for the Municipalities. ()—Duting the Term ofthis Agreement, within twenty (20) Business Days of each snnivrsary of the Stat Date, the Compeay shal provi a summary showing the revenue from the Existing Facility ftom septse and sewaye (cher than for {ertiny te evenve rom tipping fxs Bom sepage and sewage fem the Sunse Stipbusineses listed on Schedule “F*) and the FIT Conuct. If ten percent of the annual revenue fom sepaye and sewage plus the FIT Contract exceeds $200,000.00 then the Company’ shall immediately pay the aout by which the ‘en perent ofthe annua revenue from septage and sewage plus te PIT Contract ‘xovods $200,000.00 tothe Municipalities plas any applicable Taxes, (5) Subject to Section 9(6) below, the Company shall be entitled to all reve and ‘benefits acering or received with respect t the Existing Feely, the Propersy and the Plan from and ater the dat which is the fie (S0") Business Day after the Effective Date, provided thatthe Municipalities shall be enti ten percent (10%) of sewage and septage fom local haters nd ten percent (10%) of the ‘revenues from the FIT Contract during the period frm te fiftieth (50%) Business Day afer the Effective Date to (but not including) the Start Dae. The Company shall have oo right to receive any revenve for accepting and processing sewage ‘and septage fom the Sunset Strip busneses as listed in Schedule "F” which shal remain with and be collected by the Municipalities. (© Any debts owing to the Municipals with regard to septage and Sunset Strip fees a ofthe day the Company takes contol ofthe Busting Facility (5:00 pa. on the fiieth (50®) Business Day following the Effective Date) are considered bad debs owing to the Mnicipaltes and are their debs (o collet and any such revenue collected shall remain revenue ofthe Municipalities, regariless of when tallected. For certainty, iis confirmed by each of the Municipalities that all, fevemue and fabies acruing oinurred with respect othe Existing Facility or the Property pio to the Company taking contol of tho Existing Facility on the fillet (50%) Business Day aftr the Efetive Date ate entirely and completely forthe account of and the responsibility ofthe Municipalities. (1) The Municipalities may periodically invoice the Company in respect of time spent by employees ofeach Monicipality dealing with the Company as rovied for in this Agreement, provided that no sich employee time shall Be spext without the 6prior writen consent of the Company which expressly and specifically requess the same, (8) Allinwoices are due and payable when rendered. I involves are not paid within ‘eeenty (20) Business Days, then the Municipality may draw upon the Leter of ‘Credit for the amount owing, i being sgreed that ny draw on the Leer of Credit ‘Shall be weated us a payment bythe Company under this Agreement. 10. INSPECTION (1) The Monicipatitis shal, tallies upon cwo (2) Business Days pri notice, at anytime alr the fet (50°) Business Day following the Erfective Date, have fncess to the Property, Existing Facliy, Plant ad Site and every part thereof ‘ring regnlar ‘business hours and the Company shall, and shall cause all jpesonel operating and managing the Exiting Facility and Plant, to furnish the ‘Manicipalites wit all reasonable assistance in inspecting the Exising Faiity ant Plant for the pupose of ascertaining compliance with this Agreement; [provided that sich ascest an assistance shall be carried out in accordance with fan subject tothe reasonable sfery and security requirements of the Company ‘and all personnel operating ard managing the Existing Facility and Plan, as Sprlicable, and shal not interfere wih the operation ofthe Existing Fatty and 2) The inspection of the Existing Facility and Plant by or on behalf of the “Maniciplites shal not relieve the Cormpany any of it obligations to comply with the terms of this Agreement or Applicable Law. No Event of Default of the ‘Cerapeny willbe waived or deemed to have been waived by any inspetion by or fon behalf of the Municipalities, Tp no. event wil any inspection by the Municipalities hereunder be a representation that there has been or will be compliance with this Agreement and Laws and Regulations. @) _Feilue by the Municipalities to inspect the Existing Facility or Plant or any part thereof shall ot constitute a waiver of any of the rights ofthe Municipalities Inseundet. An inspection ot followed by a notice ofan Event of Default the ‘Company shall not constitute or be deere to constitutes waiver of any Event of DDefuit of the Company, nor shall ie constitute or be deemed to constitute an acknowledgement that there hasbeen oF willbe complinee bythe Company with ths Agreement. (2) The Municipaies sall bear ts costs of the inspections carried ut parsuant to Seaton 10() 11, REPRESENTATIONS AND WARRANTS (1) The Company represents to the Municipalities a follows, and ecknowledges that the Muniipates ae relying on auch representations in entering into this Agreement© © © ‘The Company sa corporation incorporated under the laws ofthe Province of Ontra(s registered or otherwise qualified to carry on busines in the Province af Ontario, and has the requisite power to enter ito this Ageettea! and to perform its obligations hereunder. “This Agresment has been duly authorized, executed, and delivered by the Company and is a valid. and binding obligation of the Company tnforeabl in accordance with i terms except as such enforemient ay be limited by benkruptcy insolvency and other lnws affecting the righs of Creditors generally and except thal equitable remedies may only be aanted inthe diseetion of «cour of competent jurisdiction The excestion and delivery ofthis Agroemest by the Company and the consummation of the transactions contemplated by this Agreement will fot result in the breach or violation of any of the peovisions of, oF onsite a default under, or conflict with oF eause the termination, anceliten of acceleration of any material obligation of the Company ander: 0 ‘any contract or obligation to which the Company isa party or by ‘which itor i assets may be bound, excope for such defaults oF configs a6 © which requisite waivers or consents have been ‘obsined; @) the acts, by-laws or other constating documents, or resolutions ‘of he diectrs or shareholders ofthe Company; @) any judgment, decree, order or award of any Governmental Aiahorty or abit, (4) say loance, permit, approval, consent or authorization held by the Company; (5) say Laws and Regulations, “that could havea Material Adverse Pet onthe Company. © © ‘There ae no bankrupey, insolvency reorganization receivership, seizure, realzatior,amangemento¢ other similar proceedings pending agaist of being contemplated by the Company er, to the knowledge of the ‘Company threatened agaist the Company. “Ther are no actions, suits, proceedings, jalements rulings or orders by or before any Governmental Authority or abitrater, of, t0 the knowledge of the Company, teatened against the Company that could have a Mate Adverse Fect on the Company. Ry@ o (All requirements for the Company to mske any ‘ting, delaration or regstraion with, give any notice to or obtain any licence, permi, ‘emfeste, registration, authorization, consent or approval of, any Govemmental Authority #8 a condition to entering ino this Agrement have bas satsied (@) The Company is nota non-resident of Canada forthe puposes ofthe ITA, unless thas notified the Municipalities of soch nonesident status as pet Sections. (@) All satements, specifications, data confirmations and information tht fave been set out in the Schedules to this Agreement are complete and Scour in all material respects and are hereby rested and reafimed by the Company as represntaliosuiade to the Municipalities horsunder and there it no. material information omitted fom the Schedules to this “Aavecient which makes the information i such Schedules misleading (The Cemnpany isin compliance wit all Laws and Regulation, other than ‘cts ofnon-complance which, individually or inthe ageregate, would not have a Material Adverse Effect on the Company or on its obligations under his Agreement “The Companyis not wae of any facts or circumstances thst woul reasonably be xpeciad to prevent the flfilment of any of is obligations under this Agreement “The Municipalities represent to the Company as follows, and acknowledges thi the Company relying on such representation in entering if this Agreement: (@) The Municipaites are corporations without share capital created under the lavs of Ontario, and have the requisite power to enter into this ‘Agreement and to perform is obligations hereunder. (©) This Agreement has been duly authorized, execute, and delivered by ech of the Municipalities and is a valid and binding obligation of the Municipalities enforceable in accordagce with its terms, except 25 cnforesment may be limited by bankruptcy, insolvency and other laws Sffecting the rights of creditors generally’ and except that equitable remedies may be grated solely in the discretion of a court of competent jurisditon (o) The execution and delivery of this Agreement by each of the ‘Municiplies and the consummation ofthe transactions conempiaed by this Atrement will not result inthe breech or violation of any of the provisions of or consttue default under, or conflict with or cause the {ermittion, cancelation or acceleration of any material obligation of suck Municipality under:@ © 0 (1) any contactor obligation to which the Municipality isa parry or by which itor is assets may be Bound, excep fr such defuls oF Conflicts a5 19 which requisite waivers or consens hive been obtsined: 2) the by-laws ofthe Municipality @) aay judgment, decree, order ot award of sny Goverementl Authority or arbiteatoe| (8) any licence, permit, approval, consent or authorization held bythe Municipality (5) any Applicable Laws, that could have a Material Adverse Effect onthe Municipality ‘There are no bankruptcy. insolvency, reorganization, receivership seizure, realization arrangement or other siilar proceedings pending against, being contemplated by the Musicpalies or, © the knowledge of the Municipals, treated against the Municipals, ‘There are no actions, sits, proeseings, judgments, rings or orders by o¢ before any Governmental Authority or arbitrator, e, tothe knowledge of ‘thor of the Munieipalites, threatened agains either ofthe Municipalities, ‘that could have a Material Adverse Elect on either ofthe Municipalities. Each ofthe Municipals are in compliance with Applicable Laws other than acts of non-compliance which, individually or in the aggregate, ‘would not have a Material Adverse Effect on the Municipality or oa is obligations under tis Agreement 12. INSURANCE w “To protec each ofthe Pres against Iibility, loss, or expense arising out of, in conection with, or resting fom the respective duties ofthe Parties provided for hereunder, de Company shal, ca the ftieh (50) Business Day fllowing the Effective Date and theresfter throughout the term ofthis Agreement, at is ov expense, in reliable insurance companies authorized to do business in the Province and approved by Municipalities, maintain insurance in the amount and type of « pradent ownefoperator of similar facilis with atleast the following ‘minimum insurance coverages: ® Comprehensive General Liability Insurance, including contractor's contingent coverage, with limits oF not ess than five milion dollars ($5,000,000) per occurrence for Bodily Injory and five eilion (85,000 00) per occurrence for Property Damage; 01B. » © © © Contractual Bodily Injury Lisbility and contactual Property Damage Tiablity Insurance covering lability assumed under this Apreement, with Timits the stm as that provided for comprenensive General and Environmental Liabiiy Insurance; All ssks property insorace for an amount ofa least the fll replacement ‘cost of the Invuring Party's property; To the extent applicable, Workers Compensation Insurance as required by fave and Employers Liability Instance limite of not less than one hundred thousené doles ($00,000) for any aecident covering the location(s) of all work places involved in his Agreement Personal injury, broad Form Property Damage, Non-Owned Automobile, Products-Completed Operations, Cross Liability, Severability of Inerest Clause 2) Any and all deducibles in the above-described insurance policies shall be {stomed by, forthe account of and at tho Company's sole risk. The deductible ‘shall ot exceed five percent (5%) ofthe coverage amount @) The Company's polices shall mame the Musicipalites as an addition! insured and provide proot of insurance to each of the Municipalities wih five () Business Days of being requested to provide such information. EVENTS OF DEFAULT (1) Bacio the following will constite an Event of Default bythe Company (each “Company Event of Default” (@) The Company fails to make any payment when duc, if such failure is not emedied within ive (5) Business Days aftr written notice of such failure from the Municipalities. o to replenish the Leter of Creit within the timefiame (©) The Company fils wo perform any material covenant or obligation set forth in this Agreement (except fo the extent constiting a separate Company Event of Defauk) if such failure isnot remedied within twenty {Q0) Business Days. after writen notice of such failure from the ‘Municipalities, provided that such cure period shall be extended by © further ites (15) Business Days ifthe Company i diligently remedying such failare and such falure Is capable of being cured during such extended cure period. (® The Company fils or ceases wo hold a valid licence, permit, ceria, {egistration, authorization, consent or approval issued by a Governenal a° © ® ° Authority where such lure or cessation resus i, or could be reasonably cxpected to esl in, 8 Material Adverse Effect onthe Company ard is not Femedied within thinty (30) Business Days after receipt by the Company of ‘writen notice of such flue or cessation from the Municipalities, brovided that such cure period shall be extended by a further thirty (90) ‘Business Days ifthe Company is diligently remedying such failure ot cessation and sich file orcesation is eapable of being corrected durog sich extended cre period ‘Ang representation made by the Company in this Agreement is note or ‘ontoct in any material respoct when made and isnot made tue 0 eomest inal material expects within thy (30) Business Days after receipe by the Company of writen notice of such fact from the Muscialites, provided that such cure period () shall be extended fora futher period of ‘hiay G0) Business Days and Gi) may be extended by such further period [Cie ae the Monsipalites in ts sole and absolute disertion determines Js reasonable, if in esch ease, the Company is diligently comecting such teach and sch breach is capable of being corrected uring sich extended ‘ure pee. ‘An effective resolution is passed or documents are filed in an office of public recordin respect of or a judgment or order is isued by a court of ‘competent jrisition ordering, the dissolution, termination of existence, Tiguidaton oF winding up ofthe Company, unless such file documents are imeditly revoked or otherwise rendered inapplicable, or unless there has been pennited and valid assignment ofthis Agreement by the Company under this Agreement 0 8 person which is not dissolving, ‘exminsing is existence, liquidating or winding up and such person has scsumed all ofthe Company's obligations unde this Agreemeat. “The Company amalgamates with, of merges With or into, or transfes the Fasilgy or ll or substaaly al ofits ase to, another person ules, at the time of such amalgamstion, merger or transfer. thee has been permitted and valid assignment hereot by the Company under this ‘Agreement othe rsuling,suviving or wansferee Person and such person has arsumed all of the Company's obligations under this Agreement. A receiver, manager, receiver manager, liquidator, monitor or triste in tankruptey of the Company or of any of the Company's property is appointed by a Goveramental Authority or porsuant to the lees of Aebenture or similar instrument, and such reeiver, manager, eeceivet- ‘anager, ligudator, monitor or tise in bankruptcy is no: discharged or Sich appoinanent is not revoked or withdrawn within thirty (30) days of the appointment. By decree, judgment or otder of a Governmental ‘Authority, the Company is adjudicated bankrupt or insolvent or any Substantial part of the Company's propecty is sequestered, and such decree, judgment or onder comtiques undischarged and unstyed for 8 2ND ® 2 period of hit (30) days after the entry thereof. A petition, proceeding or Sling i made agunst the Company seeking to have te Company declared bunt or ingovent, o seeking adjustment oc composition of any of its debts pursuant to the peosisions of any laslveney Legislation, and suc petition, proceeding oF fling isnot diemissed or withdrawn within tity G0) days (The Company makes an assignment for the berefit of iis eretors generally “under any Insolvency Legislation, « consents to the Appointment ofa recever, menage, recelver-managet, monitor taste in bankruptcy, or iguigator fr al or pare of is property of les 2 petition or proposal to declare bankrupt otto reorganize pursuant othe provisions bt any Insolvency Legislation ry “The Company agreed to indemnify and hold harmless the Municipalities and any and all agents, decors, officers, employees, subcontractors or servants of Municipalities against any and all losses, cots or expense (including al egal, Expenses), ciaims, demands, suits or judgmonss (neluding. but not limited to Claims, demands, sts or judgments for bodily injury, deat, or los of services, propery or wages) which may be brought agains the Munizipalitis or in which the Municipalities is named a party defendant, o in which ay o ll such agen, Airectors, offices, employees, subcontractors, or servant ofthe Municipalities fre named party defendant or parties defecdant, as the case may be, by any Employee, Hoensee of invitee of the Company of by any employe, licensee ot invitee ofthe Company's subeontractrs, or the lepal representative of suscessr ‘Of such employee, license or invitee or by any claima, i any way arising out fof or incidental tothe work performed by or under the diretio ofthe Company lander this Agreement, imespecive of whether such suis are based on the relationship of raster and servant, third pany, or otherwie, of are based upon ‘Sie ability or in fr provided, however, thatthe Company shall not be fable forthe negligence of the Municipalities or any and all age, directors, officers employees, sub-contraciors or servants of the Municipals. The Company furtber agrecs to investigate, handle, respond , provide defence for and defend ‘any such claim, demand, o suit as its sole expense, and agrees to bear al other ‘oss and expenses elated thereto, even ifthe same is groundless, false, or fioudulent, and the Company may make such investigaion, negotiation, and serlement of any sich claim, demand, of suit asi deems expedient. “The Company hereby specifically agrees to indemnify, defend and hold the Municipalities and ther respective prsent and future couneilors, employees, ens, representatives, successors and assigns harmless from and against any and all losses, liabilities, claims, demands, mages, causes of action, ines, penis, Costs and expenses Ghchiding, bat not limited to, all reasonable consulting. fnginecrng, atomeys” of other professional fees), tet they may incur or sufer by reason of 2(@) ay introduction, cease, discharge or deposit ofa Hazardous Material by ‘the Company or its subcontractors, agents or representatives; (&) any enforcement or compliance proceeding commenced by o¢ in the name tf any Governmental authority because ofan alleged, theatened of actual ‘olation of any Environmental Law by contractor or is subcontractors; nd (©) any action reasonably necessary to abate, remediate or prevent violation fr threatened violation of any Environmental Law by contactor or its subcontractors. () Notwithstanding the foregoing. Section 14(2. the Company shall not be responsible for aay Hazardous Materials that are brought on Site by the “Maniciplities or for any Hazardous Materials that wee present on any Site prior to the commencement ofthe construction ofthe work by the Company, ane the Company will promptly notify the Moneipalites i any Hazardous Material are found on any Site prio othe commencement ofthe work. (No Party will be lable onder this Agresment, or under any cause of action relating to the subject matier of this Agreement, for any special indirect, cident, punitive, exemplary or consequential damages, including los of profits, lcs of use of property or clas of exstomers or coatractrs ofthe Pasties for any sich damages. a REI & PUBLIC STATEMENTS (The Comptoy shall provide the Municipalities with a monthly facility performance report it required within tventy (20) Business Days of the Completion of each month, The reports will consist of, at # minimum, the allowing (@) Treatment plant influent Now, average day, maximum day, total mooth ‘Volumes (reted and bypassed); () Raw sewage and eMMuent concentrations and loadings for parameters samples a required by the MOECC and BCA; (2 Facility and equipment repair and maintenance details including scheduled and unscheduled maintenance; (8) Complaints and othe publi nqursresived and ection ke; (@)_Regultry issues (inspections, orders, reports) Sl with puso (Heath and Safer sues (@)_Stausof apt pojes and 2416. (8) Other noteworthy occurencestinspections ofthe fail @) Within ninety (90) days of the end of each fiscal yearend, the Company stall amually provide to he Municipalities: (2) copies ofits audited financial statements; and (©) scopy ofthe business plan forthe operation ofthe Plant forthe following year @) The Company salfatend meetings ofthe Joint Board when requested to do 80 by the Joint Board, ‘The Company may be requasted and shall attend & maximum of {30 @) mectngs withthe Coun ofeach Municipality in a calendar yea. Except in exigent circumstmees, the Municipality shall provide the Company with five (5) Business Days’ notice with deals of the purpose, time snd location of the meeting 4) Annual eporting as per the MOECC spesfistions is require to be provides to ‘oth of Municipals and the MOECC no later than the date specified under Regulation 170/03. Such report is to be submited to the Municipalities no Iter than sixty (60) days following the end ofeach calendar year. orice (1) ANT notices, consents, approvals, requests, reports and other information pertaining to this Agrecment not explicitly pemitted to be ina form other than {writing stall be in writing and shall be addressed to the cther Party as follows (ach, a"Notiee”): Iftothe Company: SusGlobal Energy Canada TU1d. 200 Davenport Avenue, ‘Toros, Ontario, MSR L72 ‘Aneation: CEO, Gerald P. Hamafuk Foesinile: (416) 223-8507 email: ghtmalik@usplobalenergy.com With acopy to: SusGlobal Boergy Canada IL 200 Davenport Avenue, Toronto, Otaro, MSR 112 Mare M.Hzout, (416) 223.8507 Exmail:,— mbazout@susglobaleneray.com Ft0 Georgian Blufs: Township of Georgian Bluffs 177964 Grey Roed 18, RR.#3 (Owen Sound, Ontario, N4K SNS 82 o tention: Clerk Facsimile: $19-372-1620 Ema office@georganblufi.oncea lft Causwort: Township of Chatsworth 316837 Highway 6, RR Chatsworth, Ontario, NOH 1G0 Astention: Clerks Fecsimile: (519) 794.4499 Email: office@ehatswothes ‘Aay Party may, by written Notice to the other, change its respective Representative othe address (0 which Notices ae oe Sent. "Notices stall be delivered or transmited asset ou below, and shall be considered ta have been ceived by the other Party @ » ° © on the date of delivery if delivered by hand or by courier prior 5:00 pm, (cal time ofthe recipient) on a Business Day and otherwise onthe next following fusiness Day, i being agreed that the onus of establishing delivery sal fall on the Party delivering the notice: jn those circumstances where electronic wansmission (other than teansmission by facsimile) i expressly permited under this Agreement, on the date of delivery if delivered prior © 5:00 pam. local time of the ‘ecipien) on & Business Day and otherwise on the next following Business Day, provided that a copy of such notice is also delivered by regular pos svihin a reasonable tie thereafter; ‘on the third 6°) Business Day following the date of transmission by fBesinile, if wansmited prior to 5:00 pm. (lea ime af the reipient) on & Busines Day end othernise on the fourth (2°) following Business Day, provided thal a eopy of such notice i also delivered by cepular post within reasonable time therester and ‘on the fifth (Sth) Busines Day following the date of mailing by registered post ‘Notwithstanding Section 16291602): o © any Notices of an Event of Default and termination of this Agreement ‘Shall only be given by hand o courier delivery; and it regular post service, facsimile, or other form of electronic comtmtiniction i interuptd by strike slowdown, a Force Majeure event troter eause, a notice, direction or other instrument sent bythe impaired 6 hemeans of communication will ot be deemed to be received uni actualy feezived, and the Party sending the notice shall utlize any other such ‘Service which has aot bee 5 iterupted to deliver such tice 17, FORCE MAJEURE © o o o 'No Party shall be or shal be deemed tobe in default of his Agrement where the failure fo perform oF the delay in performing any obligation is due to cause beyond ie reesonable contol. Causes beyond the reasonable control of Party (Force Majeure Event") inclde an act of God, an act of any flea, provincial, regional, municipal or other gaverament, an order of any court ar administrative Of regulatory amhorty, eal commotion, stikes, lockouts and other labour Aisptes, shortages of matenals other than SSO material, equipment or labour, fires, floods, sabotage, earthquakes, windstomms, ice storms, snow storms and fier stoms and epidemics, In no event shall shorages of SSO material, Insolvency, bankrupty of lack of money constitute a Force Majeae Event. [A Party sabjest to a Force Majeure Event must: (t) give each other Party Notice immediately upon the occurence thereof providing detailed particulars thereof, the anticipated or etal commencement of a Force Majeure Event, the cause thereof fd the anticipated or actual postponement of performance or inability to perform and the antcipsted lengh of the Force Majeure Event, © giveeach other Party prompt Notice of any material changes in the Force Majeure Event, including when the Force Majeure Event is stanend; end tse commercially reasonable efforts to avoid, minimize and femove the cause of te Force Majeure Eveot acd t eliminate or Iminimize the consequences thecof, including utilizing ll resources reasonably roquired io the cicumdances including ‘basing supplies o services from other resources if they are reasonably available “The time for performing aay obligation affected by a Force Majeure Event shall be extended fora period equal to the time during which the Paty was subject 0 the Force Majeure Event. The Parties not subject tothe Force Majeure Event Shall be excused from any of ther obligations tha are dependent or consequent Upon the performance by any oer Party of any obligation thet is subject tthe ove Majeure Event. The obligation to make a payment shal not be delayed by a Force Majeure Event ‘Notwithstanding the other provisions ofthis Amick, the settlement of any strike Tockour retreive work practice or other labour disturbance centtuting a Force ‘Majeure Event shall be within the sole discretion ofthe Paty involved in such nstrike, lockout, wstitve work practice or other labour disturbance and nothing inthis Article stall requite suc Pacty to mitigate or alleviate the effects of such strike, lockout, restrietive work prestice or other labour disturbance, (5) Where a Force Majcure Evento series of Force Majeure Events is ongoing for twelve (12) comecutive months, either Party may terminate tis Agresment as brie in Parga 18K) is Agent ying hy 0) ys writen Aotie of such emminaton 18. CONFIDENTIALITY, PUBLIC STATEMENTS AND MFIPPA RECORDS (1) The Parties acknowledge and agree thatthe Municipalities ae subject to MFIPPA, Il records inthe eustody or control of ‘he Municipals ((MFIFPA Records") and may subject to MFIPPA, require the disclosure o® sich MFIPPA Records to third parties. Fach Municipals, a5 appropriate, agres to provide copy of any MFIPPA Records that it previously ‘provided tothe Municipality ithe Company continues to possess such MFIPPA [Records in a deliverable form atthe time ofthe Municipality's request. the “Company does posess sich MEIFEA Kecoris in deliverable tom, i shall ‘provide the same within a reasonable time after being directed to do so by the ‘Municipals, ‘The poviio ot tie Seti 18 shall svive any trainin or expiry oF this Apocrine and shall prevail over any inconsistent provisions inthis ‘Agreement (2) The Company and the Municipalities shall bth Keep complete and accurate records and all ther data required by cither of them foe the purpose of proper ‘administration of this Agreement. All such records shall be maintained as ‘equired by Applicable Laws but for no Jes than for seven (7) years afer the ‘ration ofthe record or dts, Each Party shall provide reasonable acess tothe Felevant and appropriate nancial and operating records and data kept by it relating tothe Agreement reasonably required for any otber Party to comply with is obligations > Governmental Authorities orto verily or aut bling or to ‘verify or aut irformaton provided in accordance with this Agreement, including the provision ef copies of documents and all ether information reasonably required by the Monciplte, which shall be delivered tothe premises ofthe Manicipaliies «may be directed. A Party may at is own expense appoiat an dior o conduct is audit. The Paty seeking access to such records in this tanner shall pey the fees and expenses associated with use of the third party ston 0) Except as requis by Applicable Law no Party shall make or allow any public announcements, press releases, sales brochures, adveising or other publicity Iatrials, or ther public disclosure (e "Public Statement): () in which the fame or logo of Mnicipality of the Company is used o (i) that relates to this ‘Aproement or the trnsotion contemplated in this Agreement except with the por weiten consent ofall Parties waich may, having regard to the uture of the felationship ofthe Parties andthe tenscton provided for herein, be arbitrarily or 8Is, o @ unreasonably withheld or subjected to any conditions solely determined by the Party panting the consent. Where the Publi Statement i required by Applicable Laws. the Pary required to make tle Public Statenent will use commercially reasonable eff to obtain the approval ofthe oer Paris as wo he form, nature find extent of the disclosure. Notwithstanding the foregoing, the Municipality may, without the consent of the Compass, be permitted to make public Sinouncements and press releases of a type commonly made by municipal fovernments with respect to community developments provided thar any such [public announcement or press release does not disclose any confidential Information of the Company that would be of ccmpetiive advantage to the ‘Company's competitors. "UTES & RE: NS. I any Party considers thet a dispte has arisen under or in connection with this Agreement thatthe Parties cannot resolve, then such Paty may deliver a notice to the other Party desribing the nature andthe particulars of such dispute. Within twenty (20) Business Days folowing delivery of such notice tothe other Paty, = Senor representative fom eich Party shall meet, etter in person or by telephoae (@he “Resolution Conference"), 10 atcmpt to resolve the dispute. Each senior representative shall be prepared 'o propose a solution tothe dispute, f, following the Resolution Conferene, the dispute is not resolved, he dispute may be sted by abitration pursuant 0 Section 19(), Except as otherwise specially proved for in this Agreement, any matter in shoe between the Parties a to their rights under this Agreement may be decided by sbitation provided, however, that the artes have fist completed = Resolution Conference pursuant to Setion 19()- Any dispute to be decided by abitration will be decided by 9 single arbitrate appointed by the Parties of, if Such Parties fail fo appoint an abiyator within fifteen (15) days fllowing the ‘agreement to refer the dispute lo arbivation, upon te aplication of either ofthe Panties, the arbitrator shall be appointed by a Judge of the Supecior Court of ‘Fusice (Ontario) sting in the Judi District of Teronto Region. The arbitrator shall aot have any current of pat business or financial relationships with any Party (except prior arbitration). Te abitatoe shall provide each of the Parties an ‘opportunity be heard and shall conduct the arbation bearing in accordance ‘ait the provisions of the Arbitravion Act, 1991 (Ontario). Unless otherwise ‘greed by tne Parties, the arbitrator shall eneca decision within ninety (0) days, Scr the end of te arbitration hearing and sallnctify the Parties in writing of Such decision and the reason therefor. The arbitra shall be authorize only t0 interpret and apply the provisions ofthis Agreement and shall have no power ‘modify or change this Agreement in any manner. The decision ofthe arbitrator ‘hal be conclusive, final and binding upon the Fue, The deision ofthe Arbitrator may be appealed solely on the grounds ta: the conduct ofthe arbiter, tr the decision itself, violated the provisions o° the Arbitration Act, 1991 (Ontario) or solely on'8 question of law as provided for in the Arbiraion de, {1991 (Ontario). The Arbliration Act, 1991 (Ontarc) salt govern the procedures. 2»to apply in dhe enforcement of any avvard made, If it is necesary to enforce such ‘var, all costs of enforcement shall be payable and paid by the Party against ‘whom such atari enforce, Unless otherwise provided inthe arbitral award 12 ‘the contrary, cach Party shall bear (and be soley responsibie fr) its own costs incurred during the abtration proces, and each Party shall bear (and be solely ‘responsible fr) its equal share of the costs ofthe arbitator. Each Paty shall be ‘otherwise responsible forts own cots incurred during the arbiation process 20, ASSIGNMENT & CHANGE OF CONTRO! (1) Except as otherwise provided inthis Agreement, nether this Agreement nor any right, remedies, labiltes or obligations rising. under or by reason of this Agreement shal be assignable or assigned by » Paty without the prior writen ‘consent ofthe other Party, which, having regard wo the nature of the relationship fof the Parties and the transaction provided for herein, may be arbitrarily ot tnressonaby witheld or subjeced t0 any conditions solely deterined Dy the Party panting the consent. Notwithstanding he foregoing, Pary may, without the prior consont of the other Pary, assign this Agreement and any of its rights remedien liabilities or obligations to: (1) any conporation ur pases wld is the efective date of the tssigunent and is intended to continue thereafter to bs, contol by, under the contol of or under common contol with the assigning Party or 2) Ginancalinstimtion or other entity for punposes of obtaining Fioancing. @) A Parry making an asipnment permitted by this Section 20(1) shall prove the ‘otter Party with prompt Nosice of soch assignment. An assignment shall not felease the asigning Party from any liability or obligation under this Agreement to the other Party unless and nil sich Party provides such release in writing ©) The Company shall aot permit oF allow a change of Control of the Company, except withthe prior writen consent of the Municipalities, which consent may hot be umceasonably withhele Kt shall not be unzeasonabe to withhold such ‘Consent if the change of Control will have ori likely to have, as determined by ‘the Municipalities acing reasonably, a Material Adverse Effect onthe Company’s ability to. perform is obligations under this Agreement, in which ease such onset may be withheld by the Municipalities. For greater cersnty, change of Control shall include a change from no person baving Contol ofthe Company to fn) Petson having Control ofthe Company, a well a change from any person having Contral ofthe Company to no Person having Control ofthe Company. 21, GENERA (1) Bach Panty shall be solely liable forthe payment of all wags, taxes and other costs related to the employment by such Party of persons who perform thi 30o o © © o ‘Agreement, including all federal, provincial, and local income, soval insurance, health, payroll aod. employment taxes and. stauorily-mandated workers’ Compensation coverage. None ofthe persons employed by eier Paty shall be Considered employess of the other Party for any purpose. Nothing in this ‘Aureement shal ceate or be doemed to create a reltionship of pariners, joint enfoers, fiduciary, principal and agent or any othe relationship between the Paris. ‘This Agreement may be executed in two (2) or more counterparts, and all such counterparts sal together constfte one and the same Agreement. it shall not be ecessery in making proof of the coments of this Agreement to produce or fecount for more than one such counterpart. Any Pary may deliver an executed Copy of this Agreement by facsimile or electronic mail but such Party shal, tuthin ten (10) Basiness Days of such delivery by Bsimile or electronic mal, promptly deliver to the other Paty an orginally executed copy of this Agreement. In addition to the ober rights of se-off under this Agnement or otherwise arising in law or equity, either Pary may sot of any amounts owing to such Party under this Agreement against apy amounts owed to the other Pary under this Agreement [any provision ofthis Agreement is found by court of competent jurisdiction to be invalid, illegel or unenforceable in any respect, suck provision shall be deemed fevered ffom this Agreement and shall not affect the validity, legality or Cforeabilty of the remaining provisions of this Agreement, unless such favalidty of unenforceability frustrates the fundamental operation of this ‘Agreement and in such ease this Agreement shall teminate unless such invaliity ‘or ueenforceablityfrustates the fundamental operation ofthis Agreement and in ich eae this Agreement shal eminate, “Time is of the essence in the performance of the Paties’ respective obfigtions tinder this Agreement. Whece the Company is required provide ay information| tr documeatation to the Municipalities and no timefame has been specified in this Agreement, the Company stall peovide such information or documentation promptly ech ofthe Parties shall, rom time to time on writen request ofthe other Party, ‘So all such further act and execute and deliver or cause to be done, executed or divered all such farther acts, deeds, documents, assurances and tings a8 may be required, acting reasonably, in order t fully perform and to more effetively Tmmplement and carry out the terms of this Agreement. The Parties agree to promptly execute and deliver any documentation required by any Goverment ‘Authority in connection with any termination ofthis Agreement. “The provisions of Sections 2(), (5) 36), (INA, 4), SONA, $1130), 600. 60), 14, 18 and 19 shall survive the expiration of the Term ot eater termination (tthis Agreement. The expiration ofthe Term ora teninaion ofthis Agreement 3shall aot affect or prejudice any’ rights or obligations that have assrued or arisen liner this Agresnent prior tothe time of expiration or termination end such ‘ight and obligations shall survive te expiration of the Term ofthe termination Of this Agreement for & period of time equal to the applicable statute of Uisitatons (8) Except where otherwise expressly provided, all amounts inthis Agreement are stated, and shall be pa, in Dols ©) The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and shall not affect the consinction or interpretation ofthis Agreement. In ths Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders. (10) This Agreement shall be governed by and constued in sccordance with the ows ofthe Province of Ontrie andthe federal laws of Canada applicable therein. (11) _ Except as expressly provided inthis Agreement, no amendment or waiver of any provision of this Agreement shall be binding unless executed in writing by the Party (or Paris). No waiver of any provision ofthis Agreemen: shall constute ‘waiver of any other provision nor shall any waiver of sny provision of this ‘Agreement constitute a cotining waiver or operste a8 a waiver of, oF estoppel vith respect to, any subsequent failure 1 comply unless otherwise expressly provided, (12) This Agroemeat contiutes the emir agreement between the Parties petalning 19 the subject mater of this Agroement. ‘There are no warranties, conditions, oF representations (including any that may be implied by statute) and there are 00 fgreements in connection with the subject matter of this Agreement except as speifially st forth ofrfered to inthis Agreement. No reliance is placed on ‘ny warrany,represeiaton, opaion, avice or assertion of fact made by a Party ta this Agreement, ofits dicctors, officers, employees or agents, to the other Party to this Agreement or its directors, officers, emplayees or agents, except to the extent tha the same hts been reduced to writing ghd included a erm ofthis ‘Agreement (13) References in this Agreement fo any legislation (including but not limited to regulations and by-laws) or any provision thereof include such legislation or provision thereof as amended, revise, re-eaacid and/or consolidated from time forme and any successor legislation thee, (14) In the event that a change of Applicable Laws after the date ofthis Agreement limposes additional unforeseen material obligations of costs on a Paty, or restits the ale or price of electricity, the Patties agyee to negotiate in good faith, an tunendment to thi Agreement which would atemp to maintain the economic benefits ofthis Agreement fr each Paty(15) val aspects ofthis Agreement time is ofthe essence and the Parties agre that they wil actin a commercially reasonable manner with due reyard tthe issue, ‘coment and eicamstances in any eve. ‘REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK. 3[EN WITNESS WHEREOF the Parties hereto have uly executed this Agreement as ofthis Ls ay June, 2016. SUSGLOBAL ENERGY CANADA LTD. Per Name: Tale Gerald Heamattaie Rano 0 bind te corporation Per Name: Titles Per Name: Titles Name Titles Pee Name! Titles Clerk #‘SCHEDULE “A” EQUIPMENT. Process Eaupment Equipment Brand Equipment Function | Equipment Capacity Equipment Location Technologies Ie Tenay Mens | Seren sepageand | 13 min Sepnge ening | Enviocas ‘vasa sion | MMAVITEC Food| SSO pretrestmest | Tad avitay | SSO Peeing ey Depacking ster 'MAVITEC SSO —] Plas cleaning Traiday | SSO rang aT | resi washing system Tipgt Mectaniod! | Sepigeand pie ar Senge wi Cone Mixer mst tank Fipg Submosbte | Sepags and coaiane | 90 ay. | SeBaBE and Cee | “Slodge Pump pomp oo | pet Mechanical | S90 and Tigi wae uP Suny se] Mixer eg Fg SUBRERTEIE | “Digester tesl0ok | 300 aay sy ok ‘Shodge Pump pun Fle Primary dgsser | 400 min, | sng Conan sfidoe hckoning sepuage dewaering Bl, ‘Greaario | "Secondary peer 00 ‘Apron coneee aa e storage tank 6m 4 pdt Process | Secondary digester | Mining of 2000 oF | Secondary Digester ‘Mining Systm aking cass Fig Submecsisio | Sesondarycigexer | S00 mriday | Seondary Dieser Shudge Pomp | digesta pump iain Machiney | ~ Ekstra power —] S0EW elsicig— | Biogas Gaeator eneron nd teat | SO0KW ofhet Flauweg | Secondary digesier= | 300 way SO aang “Thickening and ‘ailing ovate Gesembrane | — Bogs Dispos Gio ntitay | Blogs Tae Toraton 38PLAN AND DESCRIPTION - SCHEDULE “B” ‘Our proposal is for weating the existing sepage through the anaerobic digestion (*AD") sytem and to add 20,000 Ua source separated erganics vo fod the existing 1000 >? rnesophiicdigstor land an added 2,000n? thermephilicdigesor as in te Block Flow Diagram afached 10 this Section. Wastewater from the Sunset Strip wll be screened and sent ciesly to the aerated lagoon. ‘The frontend sytem to process source separated organics (*S50") is supplied in two tains of 10,000 va procesing capacity to grind the food wastes, takeout the pastes, clean the plastics and deliver ground food wastes o ery tank. Equipment i fom a European Company tht has Supplied many’ units in the U'S. Dilution water forthe SSO processing willbe supplied fom entse taken out ef the digesrate fFom the thermoptlie digestion sage and fom the seage that wil be screened and routed to a new holding tak before being sent to the SSO oF AD systems, Plasties will be sent back o the SSO source for disposal inthe trucks delivering the SSO material, so none ofthis material is a waste to be disposed of locally. Once the wale plastics are characterized, SusGlobal Energy Canada [Lid SusGlobal” pls to inst 0 ot ‘vee trains tha cover the plastics to a low sulphur, high celane diesel Tust at this ste SusGilobal Energy Corp. has the license 10 use this technology for any locaton in N. Americ, any mumber of units of 5,000 ld diesel production ‘The sluied SSO will hen be piped to the existing digestor along with septage i ther is any not used for dilation. Digesrate from that fist stage digesor will go tO 2 Feat Treating Unit (CHU) then to the smaller holding tank currently used to sore biosolids that willbe converted to a digestor for the thermophilic (75 C) digestion tage. We pln to run the fst stge digestor at around 10% solids loading, then route the digesrate through a centrifuge to get 18 20% Solids to the BTU. Steam fom a heat recovery steam generator (HRSG) installed on the exhaust ofthe genses will supply steam at 250 C tothe HT. Steam dilution wil got us around 15% solids in the second digestor and te wil instal «hydevaic mixing system inthe second stage digestor. We will rover exhaust heat fom a 200 kW gense faced by bios installed 0 ‘make the plant net-rero for energy inputs. The HTU system i icnsed fom a Cansdian patcat holder, Eastern Power Ltd. Any excess biogas may be utlized bythe existing diesel genset at he Harold Sutherland Construction site across the road ftom the AD site. Harold Sutherland Construction is considering modifying the diesel genset to be able to operate on dual ful, fing both diesel and natural sas or biogas. SusGlobal wll also installa flare to combust ay biogas tat cannot be used for beneficial purposes. This wll both eliminate odor emissions from the ste and reduce greenhouse gas emissions by emiting CO? instead of CHS. CHH4 has 25 times the plobal warming potential that CO2 does, Any environmental benefits from preeahouse 85 emission redactions remain the property of SusGlobal and will be monetized if posible Under Ontario's Cap and Trade regime.” The amount of biogas recovered fom the stem is estimated fo beth equivaleat of generating 500 kW of electricity in biogas seases. Digestte fom the second stage digestor wil be around 20% slids end amounts to 10 to 15,000 ‘a total volume, or about 3,000 Ua solids. The test of the organic material is converted into bigs. Since the solids have been subjected to a HTU at 230 49250 C, then to 10 to 15 days 36retention time inte thermophilic digestor at $5 C, the operating temperature recommended by ‘Consultation wth U of Waterla researchers for stable operation which the Company proposes to ‘Sperateat all pathogens have becn destroyed, so this dgestrate will qualify as Cass AA Organic Fertilizer that can Be added to composting facilites or incorporated direey into Feliz ‘compounds. The sit will have surplus heat energy, so the digestate could te dried and used direalyas organ fetizer. SusGlobal will apply forthe Class AA ferilier category as soon as materiel required testing is avaliable. In the meantime, the existing land application of the Aigestate willbe uilized: SusGlobal intends to install a SOOKW genset with hea reovery Because SusGlobal is rlanning to install the SSO processing equipment and Plastic to Diese! ‘quipmentfo augment he value of he existing assets, we are exploring leasing of a2 hectare sit {ston the roa! fom the AD site to conduet those operations there. This would be slightly more ‘xpensve than building evesthing onthe AD site, but our lender advises thet this would be a Inore acceplableacrangement for sucha large loan. Of course, the repurposing ofthe small Sorage tank, the NTU, the second genie, are and biogas weaing system wl all be onthe ‘existing AD site. Penaiting would be more complex, but the existing C. of A. needs to be reapplied for o amended because the throughput fr the facility would be inthe order of 130 rd for 5 daywweek operation, We would likely be operating 7 daysiweek inour process, and, fof couse, the AD spstem operates 24/7, as the microbes never rest, they only die if lundemourshed, so our obese sto keep them well fe. 7 fy‘Thesoasion procs srs lth xan cmiueains pect among al pares, ‘arte Topas manage wl eats commoncaons pels 6) Overieg ‘Agusch Cuadae Wie Suvos OSS Baynes wl gi be Tntion Pla + Manapmestaf be exsingFsly nial Coon Serv 5 Iploncaton opi precedes Soot operat roca (SOP) 5 oatteey Fn 4 Het Si SteyPten win e COR Ceiens o Reoenio) Open: oft exiting ality during onscon + Sara Cobmisoning oem een ity 7) Acta Forte ist, Manageme of ees ity, in spear aaa + Prati oft Tanto Pl (it wef he cota) + ict aetng withthe ter er ofthe ot var 1+ Meaieg ene woe (rant ath st pare Agansh- GSS) + Condon sey fhe exiting ity nd sn epee + Inplenereon ed Valsatin of be Contingency Ps + sin pains + bit he oti ats bn oe en + Vani of te cue SOP, maior sme of en and ex ew + Seapiapant Measuement ‘Within 30 dpe fe cenmencemet of then, we wl pide x campebensve wien Poids arp tani nd sbechk fr eend osocondoa ease We wil ae se » sand stand Dela sey est 1 iw withthe ‘Duscig oe in nde sett ma be arn <= Adesoci arn ‘The report wil aide &compaesve winea enor ofc exiting fetes and ‘As caressa condoned Neat torpor epcemet Prowarets Ags Brpaesig wilted he Flowing regen We uepect the Tour Sige: New sang on sic wo non wae customers nen go 2 nna pri ui wpm sgt 2 Strusfcampang stele passpacions (MOE, MOL, TSSA, ESA) pean od mins mi ws ely yes wih Drawing an pr comple tune ly rains or ase se Inplecstaian ofa compu wsntence ending se *P eqsment an bet > Abt vein 2 Ispiement rene mnt cbs 3 Kinmondpege Devcon gia ceva propmn cgi imrovenet) tobe nolan: Review tnd commenting the vara plas an propanseconmandeé by Agu oss Be pons Providence tthe esa a (Communic eal mses ele ot operation a mite of es ‘Commie pasar ompayee an pu tne, sary menace Recline Sang ‘Cnty of operons. sing a krone wil ke pry ou inl sme. ewinng stone crower oorgrere apposh We hve x eran! stein Pct cone we cn y vce Qa “Aqual- G88 Papneing ea x wil saw he caren pring maby fr aed ‘wens ip ede to ie Sommer ne opens of he yen We oe “Sess etd oops rns am ie name WO On eazons. 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