Circular Supply Proposal
What this document is
The commercial structure of one Circular Supply Agreement for Collier County — the Beneficiation Fee, the Circular Royalty™, deployment from 200 to 800 TPD, site candidates, the Immokalee add-on, risk and timeline.
Three things this document says
- Phase Initial at 200 TPD (66,000 TPY) is the entry point; the CSA scales to 800 TPD — ~79% of the IMMEDIATE stream — without renegotiating terms.
- One CSA, no election: the County pays $100/ton and receives a Circular Royalty™ from 13 months after the first fee payment.
- Zero County capital at any phase; the Immokalee add-on must be incorporated at signing.
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Carbotura · Circular Advantage Program · Circular Supply Proposal
Collier County, Florida
Circular Supply Proposal
A 30-year Circular Supply Agreement converts Collier County’s disposal cost and a dated post-closure liability into a royalty return — 200 to 800 TPD, at zero County capital.
Sections:
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§0
Configuration Overview — One CSA structure
Section 0
Configuration Overview — One CSA structure
Circular Royalty™
Standard CSA
Standard CSA
Community Outflow
$100.00/ton
Beneficiation Fee · +2.5%/yr
Beneficiation Fee · +2.5%/yr
Community Inflow
$120.00/ton Year 2
Circular Royalty™ → $295.44 Year 30
Circular Royalty™ → $295.44 Year 30
BBB–/Baa3 credit required · Pre-royalty period: Months 1–12 · 13-month payment lag from Month 13 · Phase Initial 200 TPD · 66,000 TPY
Public Authority
Resource Royalty
Resource Royalty
Community Outflow
$0
Community Inflow
$100.00/ton Year 2
Public Authority Royalty → $132.16 Year 30
Public Authority Royalty → $132.16 Year 30
BBB–/Baa3 credit required · Site access at execution · Phase Initial 200 TPD · 66,000 TPY
Optional · Subject to Study
Exogenesis™ Royalty
Bonus Stream
Stacks on the CSA
Stacks on the CSA
Additional Outflow
$0
No additional fee — stacks on either A or B
No additional fee — stacks on either A or B
Additional Inflow
$50.00/ton extracted
+1%/yr compound → $66.08 Year 30
+1%/yr compound → $66.08 Year 30
Qualifying assets: White Lake Blvd closed cells · Immokalee (closed 2003, unlined) · Requires Waste Characterization Study + mutual agreement
The Beneficiation Fee and all royalty streams are independent transactions — separate payment obligations under the CSA, never netted against one another. Royalty is paid by Carbotura from operating revenues of Circular Materials sales, independent of any fee paid by the Community. The Exogenesis™ Royalty is a CSA add-on available for discussion — activation requires Waste Characterization Study and mutual agreement. All figures: Phase Initial · 200 TPD · 66,000 TPY Estimated
§0.2 — What This Means
- Carbotura's offer. Carbotura proposes a Circular Supply Agreement (CSA) under which it finances, builds, owns, and operates an Advanced Circular Manufacturing (ACM) facility in Collier County at 100% of CAPEX — with zero community capital contribution, no construction cost exposure, and no county financing at any phase. One CSA structure applies.
- What Collier County commits. Under the CSA: deliver feedstock and pay the Beneficiation Fee ($100/ton, at contractual Floor, +2.5%/yr). Commit to manufacturing-use zoning and applicable tax abatements.
- What Collier County receives. Circular Royalty™ beginning Month 13 — $120.00/ton Year 2, growing to $295.44/ton Year 30, designed to exceed the Beneficiation Fee from Year 2 onward on a per-ton basis.00/ton Year 2, growing to $132.16/ton Year 30 — with zero fee outflow. The CSA may stack the Exogenesis™ Royalty bonus ($50/ton extracted, subject to Waste Characterization Study).
- Scale pathway. Phase Initial 200 TPD (2 modules, $132.5M Carbotura-financed) → Phase Medium 400 TPD (4 modules, $247.5M cumulative) → Phase Expanded 800 TPD (8 modules, $477.5M cumulative). All phases fully sourced from IMMEDIATE residential and commercial MSW streams — no conditional stream negotiations required.
- Decision window. The Collier County BCC's March 2025 direction to staff on landfill expansion analysis implies an upcoming capital commitment decision. When expansion engineering is contracted, the Carbotura CSA as an alternative to that capital path closes. LOI/MOU execution is required before that commitment is made.
§1
Commercial Structure and Decision Window
Section 1
Commercial Structure and Decision Window
§1.4 — Regulatory Predicate Transition (RPT) (RPT)
Both parties commit to the Regulatory Predicate Transition (RPT). Carbotura and the counterparty jointly commit to the ACM facility receiving and maintaining manufacturing classification for all permitting, licensing, and regulatory purposes. Applicable manufacturing classifications include NAICS 325180, 325998, 327992, 331110, 331314, and 331492 (US Sector 31–33 Manufacturing). The Regenesis™ system operates in an anoxic, oxygen-free, sub-atmospheric environment; it is mechanistically incompatible with combustion. The federal classification basis is RCRA §1004(27) / 40 CFR §261.2(e). Application of solid waste NAICS codes (562212, 562213, 562219, or 562920) to the ACM facility or its feedstock intake streams triggers the Regulatory Predicate Transition (RPT) commitment — both parties commit to work with the relevant regulator to shift the classification onto the manufacturing predicate before Financial Closing.
✓ Applicable — Manufacturing (NAICS 31–33)
325180 Other Basic Inorganic Chemical Manufacturing
325998 All Other Misc. Chemical Product Manufacturing
327992 Ground or Treated Mineral and Earth Manufacturing
331110 Iron and Steel Mills and Ferroalloy Manufacturing
331314 Secondary Smelting and Alloying of Aluminum
331492 Secondary Smelting, Refining of Nonferrous Metal
✗ Expressly Excluded — Solid Waste
562212 Solid Waste Landfill
562213 Solid Waste Combustors and Incinerators
562219 Other Nonhazardous Waste Treatment and Disposal
562920 Materials Recovery Facilities
§1.1 — Commercial Structure Overview
B2G Circular Supply Agreement
This is a B2G (business-to-government) commercial engagement. Carbotura, Inc. is the manufacturing counterparty; the Collier County Board of County Commissioners is the public authority counterparty. The engagement type is a Circular Supply Agreement governing feedstock supply, material conversion, and the community royalty structure over a minimum 30-year term.
| Party | Commitment | Key Terms |
|---|---|---|
| Collier County BCC | Deliver manufacturing feedstock; elect CSA path; provide site access; support manufacturing classification | 800 TPD Phase Expanded · perpetual CSA (Beneficiation Fee + Circular Royalty™) or |
| Carbotura, Inc. | Finance, build, own, and operate ACM facility; pay Circular/Public Authority Royalty beginning Month 13; maintain 18-month Parent Performance Guarantee on all SPV payment obligations | BOO structure · 100% CAPEX Carbotura-financed · 18-month Parent Performance Guarantee · RevCon™ 3 baseline · US GAAP |
§1.2 — Decision Window
Capital Lock-In Horizon
The BCC's March 2025 direction to continue expansion analysis implies a structured staff-to-BCC return with engineering cost estimates. LOI/MOU execution must precede the BCC vote to commit expansion engineering capital. Under the Carbotura standard deployment schedule, Phase Initial COD occurs 24 months from contract execution (T0). A LOI/MOU execution at T0 delivers Phase Initial operations no later than T0+24 months — before any landfill expansion could complete permitting, environmental review, or construction. When the BCC approves expansion engineering contracts, the CSA alternative window for that capacity increment closes.
§1.3 — Circular Supply Agreement
The CSA is a minimum 30-year commercial supply agreement from Phase Initial COD. The CSA continues past Year 30 unless terminated by Non-Renewal Notice, which may be served no earlier than Year 28 (24-month notice period, earliest exit Year 30). If no Non-Renewal Notice is served, the CSA continues perpetually on the same terms. This structure eliminates the renegotiation risk that characterises standard 10–15 year infrastructure contracts and provides long-term fiscal certainty for both parties.
§1.5 — CSA Structure
One CSA Structure
One CSA structure applies, the same for every Feedstock Provider. Collier County's qualifying landfill assets (White Lake Blvd closed cells; Immokalee closed 2003) make it potentially eligible for the Exogenesis™ Royalty bonus on top of the CSA, subject to Waste Characterization Study and mutual agreement. The Exogenesis™ Royalty is presented here as a structured option for discussion — not a confirmed engagement commitment.
Recommended Path for Collier County
Both the CSA are viable for Collier County. The CSA aligns with Collier County's investment-grade fiscal position and is the standard engagement path where the Beneficiation Fee is offset by the Circular Royalty™ from Year 2. The Exogenesis™ Royalty bonus is a CSA add-on available for discussion and should be assessed via Waste Characterization Study — the Immokalee site (closed 2003, unlined) is the stronger qualifying candidate. The Exogenesis™ Royalty add-on is described in §4.1.
§2
Deployment Architecture
Section 2
Deployment Architecture
§2.1 — Topology Classification
Collier County deployment is classified as a Single-Site topology — one ACM facility location, truck-served, scaling from 200 TPD to 800 TPD at the P1 candidate site. Single-Site topology applies to all three phases; no secondary facility location is required to reach Phase Expanded capacity.
| Phase | Deployed TPD | Modules | Annual Feedstock | % of IMMEDIATE Addressable | COD Target |
|---|---|---|---|---|---|
| Phase Initial | 200 TPD | 2 | 66,000 TPY Est | 20% of 1,015 TPD IMMEDIATE stream | T0 + 24 months |
| Phase Medium | 400 TPD | 4 | 132,000 TPY Est | 39% of IMMEDIATE stream | T0 + 42 months |
| Phase Expanded | 800 TPD | 8 | 264,000 TPY Est | 79% of IMMEDIATE stream | T0 + 60 months |
§2.2 — BOO Capital Architecture
Carbotura Capital Commitment
Carbotura finances 100% of per-increment CAPEX through its proprietary modular capital architecture — structured exclusively as Advanced Circular Manufacturing finance (NAICS 31–33) and sized per 100 TPD increment. There is no community capital contribution, no community co-investment requirement, and no community exposure to construction cost overruns, financing market conditions, or facility operating performance at any phase.
| Capital Item | Phase Initial | Phase Expanded | Party |
|---|---|---|---|
| Total facility CAPEX | $132.5M | $477.5M cumulative | Carbotura, Inc. — 100% |
| Construction risk | Carbotura-held | Carbotura-held | Carbotura, Inc. |
| Operating risk | Carbotura-held | Carbotura-held | Carbotura, Inc. |
| Output commercialisation risk | Carbotura-held | Carbotura-held | Carbotura, Inc. |
| Community capital contribution | $0 | $0 | N/A |
CAPEX basis: $75M first 100 TPD increment + $57.5M per additional 100 TPD increment. Carbotura, Inc. provides an 18-month Parent Performance Guarantee on all payment obligations of the project SPV, surviving any assignment of the SPV to a project operating entity. Accounting standard: US GAAP (Florida jurisdiction).
§2.3 — Feedstock Stream Coverage by Phase
| Stream | Phase Initial | Phase Medium | Phase Expanded | Access Status |
|---|---|---|---|---|
| Residential MSW | Primary — full allocation | Primary — partial | Primary — partial | Immediate |
| Commercial MSW | Supplemental | Primary addition | Primary — balance | Immediate |
| Yard Waste / Biomass | Optional addition | Optional addition | Conditional | |
| C&D Debris (residuals) | Optional addition | Optional addition | Conditional | |
| WWTP Biosolids | Optional addition | Conditional |
§2.4 — Site Candidate Analysis
Three P-Zone Candidates — East Naples + Eastern Collier
Site candidates identified via places_search and zoning research. P1 is the preferred southern site adjacent to existing county infrastructure. Click any zone card or map marker to explore. Provisional — subject to Term Sheet phase verification site confirmation.
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Candidate zone data available in panel →
ACM Candidate Zones — Collier County
P1 Emerald · P2 Blue · P3 Mustard · Feedstock Ref Grey
Sources: Davidson Engineering project portfolio (RRBP / White Lake Blvd parcels); Collier County Landfill Procurement RFP 25-8333; Google Places May 2026. All site candidates PROVISIONAL pending Term Sheet phase verification site confirmation.
§2.5 — Finding: Phase Initial Feedstock Sufficiency
Phase Initial Fully Supportable — IMMEDIATE Streams Only
Phase Initial deployment of 200 TPD draws entirely from residential MSW IMMEDIATE-access streams — no new contract negotiations, no conditional stream access steps, and no third-party approvals beyond the CSA itself are required before first-day Phase Initial operations. This is confirmed by the Waste Study feedstock access analysis.
§3
Economic Structure — Beneficiation Fee (TMC Fee)
Section 3
Economic Structure — Beneficiation Fee (TMC Fee)
FWDC Planning Basis Modeled
The Full Weighted Disposal Cost (FWDC) for Collier County is modeled at approximately $88.50/ton, based on verified FY2026 tipping fee rates from Resolution No. 2025-184 and an estimated stream composition of 60% residential MSW / 35% commercial MSW / 5% biosolids. The composition allocation is estimated and carries MODELED classification. The FWDC is below the Beneficiation Fee contractual Floor, meaning the Fee is governed by the Floor regardless of FWDC movements within the current range.
Beneficiation Fee Formula
Beneficiation Fee (TMC Fee) — Governing Formula
Beneficiation Fee = MAX($100, MIN($150, FWDC − $5))
Applied: MAX($100, MIN($150, $88.50 − $5)) = MAX($100, $83.50) = $100.00/ton — governed by Floor
| Parameter | Value | Source Type |
|---|---|---|
| FWDC (blended) | ~$88.50/ton | Modeled |
| Beneficiation Fee base | $100.00/ton | Standard |
| Floor | $100/ton | Standard |
| Ceiling | $150/ton | Standard |
| Annual escalator | 2.5% per year | Standard |
| Year 10 fee/ton | $124.89/ton | Derived |
| Year 30 fee/ton | $204.64/ton | Derived |
Annual Beneficiation Fee Obligation by Phase
| Phase | TPD | Annual TPY | Year 1 Fee/ton | Annual Obligation (Year 1) | Annual Obligation (Year 10) | Annual Obligation (Year 30) |
|---|---|---|---|---|---|---|
| Phase Initial | 200 | 66,000 | $100.00 | $6,600,000 Est | $8,243,000 Derived | $13,506,000 Derived |
| Phase Medium | 400 | 132,000 | $100.00 | $13,200,000 Est | $16,485,000 Derived | $27,012,000 Derived |
| Phase Expanded | 800 | 264,000 | $100.00 | $26,400,000 Est | $32,971,000 Derived | $54,024,000 Derived |
The Beneficiation Fee is the community's only financial obligation under the CSA. The Exogenesis™ Royalty bonus, when available, stacks on either A or B with no additional fee — see §1.5 and §4.1.
§4
Royalty Structure
Section 4
Royalty Structure
Three Canonical Required Statements — Independent Transactions
"Gross cost displacement is quantified separately from Circular Royalty™ cash flow. Both are independent financial effects of the CSA."
"At steady state, the Circular Royalty™ is designed to exceed the Beneficiation Fee on a per-ton basis."
"Circular Royalty™ payments begin 13 months after corresponding Beneficiation Fee payments and ramp to full run-rate on a rolling basis."
"At steady state, the Circular Royalty™ is designed to exceed the Beneficiation Fee on a per-ton basis."
"Circular Royalty™ payments begin 13 months after corresponding Beneficiation Fee payments and ramp to full run-rate on a rolling basis."
§4.0 — Circular Royalty™
Circular Royalty™
Royalty Formula
Circular Royalty™ Governing Formula
Royalty(m+13) = BeneficiationFee(m) × Royalty_Rate(m)
Where m = month of Beneficiation Fee payment · m+13 = month of corresponding Royalty payment
Royalty_Rate(Year 1) = 120%; Rate(Year y) = (1.20 + 0.01·(y−2)) for y ≥ 2
Fee base escalates 2.5%/yr independently · Rolling monthly basis, not annual batch
Royalty_Rate(Year 1) = 120%; Rate(Year y) = (1.20 + 0.01·(y−2)) for y ≥ 2
Fee base escalates 2.5%/yr independently · Rolling monthly basis, not annual batch
| Parameter | Value | Source Type |
|---|---|---|
| Base royalty rate (Year 2) | 120% of that year's Beneficiation Fee | Standard |
| Rate escalator | +1 percentage point per year on the multiplier | Standard |
| Fee base escalator | 2.5% per year | Standard |
| Payment lag | 13 months after corresponding Beneficiation Fee payment | Always |
| Payment structure | Rolling monthly — not annual batch | Standard |
| Year 2 royalty per ton | $120.00/ton | Derived |
| Year 30 royalty per ton | $295.44/ton | Derived |
§4.0 Pre-Royalty Period Disclosure
During Months 1–12 after first Beneficiation Fee payment, Collier County pays the Beneficiation Fee and receives zero Circular Royalty™. This is the pre-royalty period — a structural feature of the CSA. The Exogenesis™ Royalty bonus stream, if elected, begins on its own schedule when the Exogenesis™ Programme is activated — it does not affect the pre-royalty period of the primary CSA.
Fiscal Period Distinction
| Period | Timing | Community Outflow | Community Inflow |
|---|---|---|---|
| Pre-Royalty | Months 1–12 (Year 1) | Beneficiation Fee: $100.00/ton | $0 — no royalty yet |
| Royalty Ramp | Month 13 – ~Month 24 (Year 2) | Beneficiation Fee: $102.50/ton | Circular Royalty™: $120.00/ton |
| Steady State | Year 2 onward | Beneficiation Fee: escalating 2.5%/yr | Circular Royalty™: designed to exceed Fee per ton |
Year-by-Year Cash Flow — Phase Initial (200 TPD · 66,000 TPY) Estimated
| Year | Beneficiation Fee/ton → Carbotura | Annual Fee Paid | Royalty Rate | Circular Royalty™/ton → Community | Annual Royalty Received |
|---|---|---|---|---|---|
| Year 1 | $100.00 | $6,600,000 | Pre-royalty | $0 | $0 |
| Year 2 | $102.50 | $6,765,000 | 120% | $120.00 | $7,920,000 |
| Year 5 | $110.38 | $7,285,000 | 123% | $132.46 | $8,742,000 |
| Year 10 | $124.89 | $8,243,000 | 128% | $155.96 | $10,293,000 |
| Year 20 | $160.54 | $10,596,000 | 138% | $216.11 | $14,264,000 |
| Year 30 | $204.64 | $13,506,000 | 148% | $295.44 | $19,499,000 |
Royalty figures are amounts received. The royalty is paid 13 months in arrears, so the figure shown for a year is earned on the previous year’s delivered tonnage.
Year-by-Year Cash Flow — Phase Expanded (800 TPD · 264,000 TPY) Estimated
| Year | Beneficiation Fee/ton → Carbotura | Annual Fee Paid | Royalty Rate | Circular Royalty™/ton → Community | Annual Royalty Received |
|---|---|---|---|---|---|
| Year 1 | $100.00 | $26,400,000 | Pre-royalty | $0 | $0 |
| Year 2 | $102.50 | $27,060,000 | 120% | $120.00 | $31,680,000 |
| Year 5 | $110.38 | $29,140,000 | 123% | $132.46 | $34,969,000 |
| Year 10 | $124.89 | $32,971,000 | 128% | $155.96 | $41,173,000 |
| Year 20 | $160.54 | $42,382,000 | 138% | $216.11 | $57,053,000 |
| Year 30 | $204.64 | $54,025,000 | 148% | $295.44 | $77,996,000 |
Royalty figures are amounts received. The royalty is paid 13 months in arrears, so the figure shown for a year is earned on the previous year’s delivered tonnage.
Three-Item Gross Fiscal Chart · Phase Expanded (800 TPD)
All items shown gross · No net position line · Beneficiation Fee and Circular Royalty™ are independent transactions · Phase Expanded 800 TPD · 264,000 TPY Estimated
§4.1 — Exogenesis™ Royalty: Bonus Stacking on the CSA
Exogenesis™ Royalty — Add-on available under the CSA
Engagement-Stage Framing — Subject to Waste Characterization Study
The Exogenesis™ Royalty is presented here as a structured option for discussion. It becomes a CSA element only after all three of the following are confirmed: (1) Waste Characterization Study confirming extractable mass economics; (2) qualifying asset confirmation (Immokalee site and/or White Lake Blvd closed cells); (3) mutual agreement incorporated into the CSA at execution. This does not change the commercial terms — it governs how the option is presented at engagement stage.
Qualifying Assets — Collier County
| Asset | Location | Status | GASB Equivalent | Qualifier Strength |
|---|---|---|---|---|
| Immokalee Landfill (Site 2 — Eastern) | 700 Stockade Rd, Immokalee, FL 34142 | Closed 2003 — unlined; active transfer station; BCC cleanup intent confirmed (March 2025) | FDEP 30-yr post-closure obligation through ~2033 · Active leachate liability | Strong |
| White Lake Blvd Landfill (Site 1 — Southern, Preferred) | 3730 White Lake Blvd, Naples, FL 34117 | Active landfill with historical closed cells (Cell 1 & 2 previously mined; 40.75 ac closed; 9.1 ac temporarily capped) | Closed cell post-closure obligations (partial) | Partial — closed cell portions only |
Exogenesis™ Royalty Parameters
| Parameter | Value | Source Type |
|---|---|---|
| Royalty rate | $50.00/ton of landfill mass extracted by Exogenesis™ | Standard |
| Royalty formula | $50 × 1.01^(y−2) per ton | Standard |
| Year 2 royalty/ton | $50.00/ton | Derived |
| Year 30 royalty/ton | $66.08/ton | Derived |
| Payment lag | 13 months after corresponding extraction event | Standard |
| Stacking rule | Stacks on the CSA — independent transaction, never netted | Standard |
| Exogenesis™ deployment | Within 3–7 years of Phase Initial COD; 24-month notice to County before commencement | Standard |
| CERCLA floor | $25/ton floor if CERCLA contamination discovered; $75/ton if 7-year milestone missed | Standard |
When the Exogenesis™ Royalty is elected for the qualifying landfill, all post-closure care, leachate management, methane management, and monitoring obligations of the qualifying facility transfer to Carbotura at CSA execution. Collier County's FDEP-equivalent post-closure liability is extinguished at execution. Carbotura provides Environmental Impairment Liability (EIL), Pollution Legal Liability (PLL), and a Post-Closure Performance Bond. For Immokalee specifically, this extinguishes the active unlined-base environmental liability the BCC identified in March 2025 as a cleanup priority.
§5
Risk Register
Section 5
Risk Register
| Risk | Key Driver | Who Bears It | Mitigation | Residual Exposure |
|---|---|---|---|---|
| FWDC verification | Composition allocation modeled; verified total tipping fees at floor | Shared — Term Sheet phase verification resolves | Verified FY26 rate schedule confirms floor governance; fee remains $100/ton regardless of FWDC movements within current range | Low — Floor is binding regardless |
| Technology performance | RevCon™ 3 conservative baseline; commercial scale deployment | Carbotura — BOO structure isolates community | Carbotura bears operating risk entirely; Parent Performance Guarantee on payment obligations; community receives royalty from Month 13 regardless of output commercialisation performance | None to community — structure-limited |
| Timeline slippage | Permitting delays, environmental review, site access | Carbotura (construction) / Shared (site + RPT) | P1 site co-located with existing county infrastructure (RRBP); manufacturing NAICS classification in standard industrial zone; standard T0+24 schedule | Moderate — siting complexity in Collier County historically noted |
| WM contract constraints | Franchise and landfill operations contracts with WM may contain exclusivity or notice provisions | Community — contract review required | CSA structured as a manufacturing supply agreement, not a disposal alternative; Term Sheet phase verification includes contract review | Moderate — requires legal review during Term Sheet negotiation stage |
| Classification / NAICS risk | ACM may face regulatory misclassification pressure as solid waste facility | Shared — both parties commit to the RPT pathway | RPT (§1.4): both parties commit to manufacturing classification alongside site permitting; NAICS 31–33 manufacturing classification basis | Low-moderate — RPT: both parties commit to the dewaste pathway |
| Landfill expansion capital commitment | BCC may commit expansion engineering capital before CSA is executed, closing the engagement window | Community decision risk | Term Sheet phase verification must be authorised before BCC expansion capital vote; this Proposal is the instrument for that authorisation | High if not acted on — irreversible once capital committed |
| PFAS regulatory evolution | Stricter PFAS standards increase cost of landfill operations and potentially raise FWDC above Beneficiation Fee floor | Community (landfill only) — ACM eliminates via elemental dissociation at 1,200°C+ | Aquifer sensitivity makes Collier County particularly exposed; ACM PFAS elimination is a structural compliance advantage | Residual risk only under CSA — PFAS liability exits with feedstock |
| Competitive procurement | County procurement rules may require public RFP before CSA execution | Community — process design | Term Sheet phase verification determines procurement pathway; structured as manufacturing operations (NAICS 31–33) not waste disposal | Moderate — legal review during Term Sheet negotiation |
§6
Deployment Timeline
Section 6
Deployment Timeline
| Milestone | Target Date | Notes |
|---|---|---|
| Term Sheet phase verification | T0 to T0+3 months | Must precede BCC landfill expansion capital vote |
| CSA Execution (T0) | TBD — standard 18 months from Feasibility authorisation | CSA executed at this date |
| Phase Initial construction start | T0 + 6 months | Carbotura-managed; community not at risk |
| Phase Initial COD | T0 + 24 months | First feedstock delivery; Beneficiation Fee obligation begins |
| First Circular / Public Authority Royalty payment | T0 + 37 months | 13 months after Phase Initial COD — rolling monthly from this date |
| Phase Medium full operations | T0 + 42 months | 800 TPD addressable at Phase Expanded with all modules operational |
| Phase Expanded full operations | T0 + 60 months | |
| Exogenesis™ Programme commencement | T0 + 24–84 months (3–7 years post Phase Initial COD) | If elected — 24-month notice to county before commencement |
| CSA Non-Renewal Notice window opens | T0 + ~28 years | Either party may serve; 24-month notice; Year 30 earliest exit |
| CSA minimum term end | T0 + ~30 years (30 years from Phase Initial COD) | CSA continues perpetually unless Non-Renewal Notice served; earliest exit Year 30 |
§7
Community Value Stack
Section 7
Community Value Stack
§7.1 — Fiscal Effects
Beneficiation Fee and Circular Royalty™ shown as independent transactions. No net column. Both gross figures shown separately per Separate Transaction Principle.
| Fiscal Item | Year 1 | Year 2 | Year 10 | Year 30 |
|---|---|---|---|---|
| Beneficiation Fee paid → Carbotura (outflow) | ($26,400,000) | ($27,060,000) | ($32,971,000) | ($54,025,000) |
| Circular Royalty™ received → Community (inflow) | $0 | $31,680,000 | $41,173,000 | $77,996,000 |
| Exogenesis™ Royalty received (if elected) Subject to Study | $0 | TBD — subject to extraction volume | TBD — $66,000–$660,000+ depending on site | TBD — growing at 1%/yr compound |
| Avoided disposal cost (gross displacement) | $23,364,000 Est | $23,938,000 | $29,322,000 | $48,852,000 |
Gross cost displacement is quantified separately from Circular Royalty™ cash flow. Both are independent financial effects of the CSA. No net position figure is presented — each item is a separate transaction.
§7.2 — Regional Economic Effects Estimated Scaled
| Metric | Phase Initial (200 TPD) | Phase Expanded (800 TPD) |
|---|---|---|
| Direct FTE employment | ~50 jobs | ~200 jobs |
| Indirect / induced employment | ~150 jobs | ~600 jobs |
| Annual economic impact (direct + indirect) | ~$16M+/year | ~$64M+/year |
| PFAS elimination (designed for) | Complete elemental dissociation at 1,200°C+ | Complete elemental dissociation at 1,200°C+ |
| Carbon impact (designed for) | −761 to −783 tons CO₂e/day | −3,044 to −3,132 tons CO₂e/day |
| Water recovery (designed for) | 43,500+ gallons ultrapure/day | 174,000+ gallons ultrapure/day |
All metrics use "designed for" qualifying language per ACM performance standards. Economic impact scaled from Carbotura standard parameters (400 TPD baseline × phase scaling factor). Employment and impact figures are separate from fiscal effects and must not be combined in any column or chart.
§8
Why This Works in Collier County
Section 8
Why This Works in Collier County
- Single-destination feedstock structure. All county manufacturing feedstock flows to one operator (WM) at one facility. There is no competing destination and no market for feedstock diversion. ACM deployment establishes a dedicated alternative route with no disruption to existing collection infrastructure.
- Landfill expansion capital avoidance. The BCC is studying a $73M–$400M capital commitment to expand disposal capacity. Phase Expanded ACM at 800 TPD displaces 264,000 TPY — equivalent to the disposal volume the southern expansion would absorb over 29 years. A CSA executed before engineering is contracted makes that capital decision structurally optional, not mandatory.
- No competitive alternative. Out-of-county disposal costs 135% more than in-county management (SCS Engineers, 2025). There is no market-based pressure on disposal costs. The ACM engagement is the only mechanism available to restructure the disposal cost basis and convert it into a royalty income stream.
- Exogenesis™ environmental liability resolution — Immokalee. The Immokalee landfill (closed 2003, unlined) carries an active environmental liability the BCC explicitly identified as a cleanup priority. The Exogenesis™ Programme — available as a structured option for discussion — would transfer that liability to Carbotura at CSA execution if elected, extinguishing the post-closure obligation and adding a second royalty stream. No other available mechanism accomplishes this.
- Eastern Collier County growth alignment. New towns and villages planned around the Immokalee / Ave Maria / Big Cypress corridor will increase feedstock generation in eastern Collier. An ACM facility in the P3 zone (Immokalee Florida Trade Port) would serve eastern county growth without over-reliance on the White Lake Blvd landfill route — particularly relevant if Phase Expanded growth drives haul distance economics.
- Fee calibration confirms Floor governance. The verified FY2026 blended FWDC of ~$88.50/ton confirms that the Beneficiation Fee is governed by the contractual Floor at $100/ton — it is not derived from a disposal-cost discount. This means the fee does not move with FWDC fluctuations below the Floor, providing Collier County with known maximum fee exposure regardless of tipping-fee modelling assumptions.
Executive Implications
- The BCC's March 2025 directive to study expansion options creates a structured decision sequence. This Proposal is the instrument to place a Carbotura CSA in that sequence before a capital commitment is made. The LOI/MOU execution is the required action.
- Phase Initial (200 TPD) deployment costs Collier County $0 in capital and requires no conditional feedstock negotiations. The first Circular Royalty™ payment arrives at T0+37 months.
- The Immokalee post-closure liability is an active obligation running through ~2033. Under the Exogenesis™ Programme, that obligation transfers to Carbotura at CSA execution — but only if elected before the CSA is signed. It cannot be added retroactively.
- Carbotura's Parent Performance Guarantee on all SPV payment obligations means Collier County's royalty receipts are backed by the parent entity for 18 months — the critical early operating period when performance risk is highest. This is a structural difference from comparable infrastructure contracts.
Ref.
Collier County CSA Commitment Structure
Phase 1B — Engagement Qualification
Collier County CSA Commitment Structure
This panel documents the eight commitment categories in this engagement. Four are required at CSA execution. Four are optional — one subject to Waste Characterization Study, three not elected at this stage.
4 Required
1 Subject to Study
3 Not Elected
01
Required
Commit feedstock
Collier County commits to deliver manufacturing feedstock to the ACM facility under the Circular Supply Agreement for the full CSA term.
~800 TPD Phase Expanded · 30-year minimum · perpetual continuation
02
Required
Commit land
County provides or facilitates access to the P1 candidate site for ACM facility construction under the CSA (lease) or
P1: RRBP / White Lake Blvd SW Parcels: lease
03
Required
Commit tax abatements
County commits to manufacturing-classification tax abatements applicable to NAICS 31–33 for the ACM facility, or PILOT equivalent where applicable under Florida law.
NAICS 31–33 classification · PILOT where applicable · Florida Statute basis
04
Required
Receive royalty stream
County receives either the Circular Royalty™ or the.
Circular Royalty™
05
Optional · Subject to Study
Exogenesis™ landfill mining
County may exercise the Exogenesis™ Royalty option stacking on the CSA. Activation requires Waste Characterization Study confirming extractable mass economics, qualifying asset confirmation, and mutual agreement at CSA execution.
Qualifying assets: White Lake Blvd (closed cells) · Immokalee (closed 2003, unlined) · $50/ton extracted
06
Optional · Not Elected
Commit offtake for reserves
County may elect to commit a portion of Circular Materials offtake for community reserves or resale — not elected at this engagement stage.
Available in CSA schedule · not included in current structure
07
Optional · Not Elected
Preferential pricing
County may negotiate preferential Beneficiation Fee pricing for specific high-volume or high-value streams — not elected at this engagement stage.
Available in CSA schedule · not included in current structure
08
Optional · Not Elected
Pre-purchase MAMP payment
County may elect to make a Minimum Annual Minimum Payment (MAMP) in advance to lock in floor royalty rates — not elected at this engagement stage.
Available in CSA schedule · not included in current structure
Ref.
EIR Input Block
EIR Input Block — State B Values for Economic Impact Report
All State B values used in the EIR must trace to this block. EIR models the CSA as the base case. No State B value may differ from what appears in this Proposal body.
| Field | State B Value | Source Type | Section Reference |
|---|---|---|---|
| EIR structure basis | Circular Royalty™ | Standard | §1.5 |
| Phase Initial TPD | 200 TPD | Verified | §2.1 |
| Phase Expanded TPD | 800 TPD | Verified | §2.1 |
| Phase Initial TPY | 66,000 TPY | Derived | §2.1 |
| Phase Expanded TPY | 264,000 TPY | Derived | §2.1 |
| Beneficiation Fee base | $100.00/ton | Verified | §3 |
| Fee escalator | 2.5%/yr | Standard | §3 |
| FWDC blended | ~$88.50/ton | Modeled | §3 |
| Circular Royalty™ base rate | 120% Year 1 Beneficiation Fee | Standard | §4.0 |
| Royalty escalator | +1pp/yr on multiplier | Standard | §4.0 |
| Royalty payment lag | 13 months | Always | §4.0 |
| Year 2 royalty/ton | $120.00 | Derived | §4.0 |
| Year 10 royalty/ton | $155.96 | Derived | §4.0 |
| Year 30 royalty/ton | $295.44 | Derived | §4.0 |
| Phase Initial COD | T0 + 24 months | Standard | §6 |
| First royalty payment | T0 + 37 months | Derived | §6 |
| CSA term | 30-year minimum + perpetual continuation | Standard | §1.3 |
| Exogenesis™ Royalty | SUBJECT TO STUDY — structural description only; not quantified | Est (pending study) | §4.1 |
Ref.
Data Basis
Appendix A
Data Basis
| Item | Source | Date |
|---|---|---|
| Beneficiation Fee formula | Carbotura standard parameters — contractual floor $100, ceiling $150, formula MAX(FLOOR, MIN(CEILING, FWDC−$5)) | Standard |
| Circular Royalty™ formula | CSA v2026.7 — (1.20 + 0.01·(y−2)) × TMC_base × 1.025^(y−2) per ton | Standard |
| Exogenesis™ Royalty formula (bonus) | CSA v2026.7 — $50 × 1.01^(y−2) per ton extracted | Standard |
| FWDC — FY26 tipping fee schedule | Resolution No. 2025-184, Collier County BCC, Schedule C, eff. October 1, 2025 | September 2025 |
| Feedstock volume basis | FDEP 2020 Collier County Solid Waste Report + USAFacts 2024 population estimate | 2020 / 2024 |
| Landfill expansion cost estimates | SCS Engineers (Daniel Dietch), BCC Workshop March 2025 | March 2025 |
| Immokalee landfill status | Naples Daily News / Yahoo Finance March 5, 2025; SCS Engineers BCC presentation | March 2025 |
| Site candidate identification | Davidson Engineering project portfolio (RRBP); Collier County RFP 25-8333; places_search May 2026 | May 2026 |
| Performance metrics basis | Carbotura standard parameters — 400 TPD baseline scaled by phase factor | Standard |
Ref.
Selective Glossary
Appendix B
Selective Glossary
| Term | Definition |
|---|---|
| Beneficiation Fee (TMC Fee) | Manufacturing Beneficiation Fee paid by Collier County to Carbotura per ton of feedstock delivered. Formula: MAX($100, MIN($150, FWDC−$5)). At current FWDC, governed by Floor at $100/ton. Escalates 2.5%/yr. |
| Circular Royalty™ | Royalty paid by Carbotura to Collier County under the CSA. Multiplier on escalating Beneficiation Fee. 120% Year 1, +1pp/yr on multiplier. 13-month rolling lag. Independent transaction — never netted against Fee. |
| The $100/ton flat starting, +1%/yr compound on dollar amount. Zero Beneficiation Fee under the CSA. 13-month lag. | |
| Exogenesis™ Royalty | Universal bonus royalty — $50/ton of landfill mass extracted, +1%/yr compound. Available under the CSA where qualifying landfill exists. Activation requires Waste Characterization Study + mutual agreement. Independent transaction. |
| Separate Transaction Principle | Beneficiation Fee and each Royalty stream are independent payment obligations. Never netted, combined, or co-mingled in any table, chart, or sentence. |
| Gross Cost Displacement | Disposal cost not incurred — avoided disposal cost from redirecting feedstock to ACM. Shown gross as a separate line item. Never combined with Royalty receipts. |
| Pre-Royalty Period | Months 1–12 after first Beneficiation Fee payment. Community pays Beneficiation Fee; receives $0 Circular Royalty™. No pre-royalty cost burden under the CSA. |
| FWDC | Full Weighted Disposal Cost — blended per-ton cost across all feedstock streams. For Collier County: ~$88.50/ton (MODELED, FY26). Basis for Beneficiation Fee formula derivation. |
| CSA | Circular Supply Agreement — the master 30-year commercial supply contract. Minimum 30-year term from Phase Initial COD; perpetual continuation thereafter unless Non-Renewal Notice served (Year 28+, 24-month notice, Year 30 earliest exit). |
| Under the CSA: County deeds the project site to Carbotura at CSA execution as consideration in lieu of Beneficiation Fee. Irrevocable. | |
| BOO | Build-Own-Operate — Carbotura delivery model. 100% Carbotura-financed; zero community capital contribution at any phase. |
| Perpetual Continuation | After Year 30, the CSA continues on the same terms perpetually unless terminated by Non-Renewal Notice. The CSA is not a fixed-term contract that expires at Year 30. |
| GASB 18 (Equivalent) | GASB Statement 18: post-closure care liability for closed solid waste landfills. Applicable to Immokalee (closed 2003). Extinguished at CSA execution when Exogenesis™ Programme is elected. |
Forward-Looking Statement (Short Form)
Projections are based on RevCon™ 3 baseline assumptions and subject to feedstock composition variability, market conditions for manufactured materials, regulatory frameworks, and site-specific factors. Carbotura makes no guarantee of specific financial returns.
Indicative reference only — not an offer. All financial figures are Carbotura planning-basis estimates unless marked VERIFIED. FWDC of $88.50/ton is MODELED from Collier County Resolution No. 2025-184, Schedule C (effective 1 October 2025): residential MSW $88.20, commercial MSW $90.35, biosolids $79.25. The Beneficiation Fee of $100/ton and all royalty figures are ESTIMATED on Carbotura standard parameters. The Immokalee landfill (closed 2003, FDEP post-closure obligation through ~2033) is an Exogenesis™ candidate subject to feedstock characterisation. Pricing is available under a Circular Supply Agreement (CSA) or a Circular Materials Offtake Agreement (CMOA) — contact Carbotura. The Beneficiation Fee and the Circular Royalty™ are independent gross transactions and are not netted anywhere in this package.