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WASTEWATER TREATMENT AGREEMENT <br />This Wastewater Treatment Agreement C'Agreement") is made and entered into on this <br />13th day of July , 2021 ("Effective Date"), by and among Indian River County Solid <br />Waste Disposal District, a special dependent district of Indian River County, Florida (the <br />"District"), and the Indian River Sustainability Center, LLC (the "Company"), a Delaware limited <br />liability company which is qualified to do business in Florida. The Company's members include <br />Indian River Eco District, LLC, a Florida limited liability company ("IRED"), Heartland Water <br />Technology, Inc. ("Heartland") and Proximo Energy, LLC ("Proximo"). <br />WHEREAS, on May 19, 2021, the District approved the proposal from Heartland, IRED <br />and Proximo to build and operate, and maintain a 30,000 gallons per day ("GPD") Wastewater <br />Treatment Facility to be located on the Indian River County Landfill site at 1325 74th Avenue SW, <br />Vero Beach, FL; 32968 (the "Landfill"); and <br />WHEREAS, the Company, IRED and the District have agreed on the terms and conditions <br />under which the Company will provide Landfill Wastewater treatment services to the District as <br />more fully described in this Agreement. <br />NOW, THEREFORE, in consideration of the foregoing premises and the mutual <br />obligations, benefits and covenants contained herein, and for other good and valuable <br />consideration, the receipt and sufficiency of which are hereby acknowledged, the District and <br />Company agree that they shall be bound by and shall comply with the following provisions of this <br />Agreement: <br />ARTICLE 1- DEFINITIONS <br />1.1 When the following words and phrases are used in this Agreement, they shall be defined <br />and construed as follows: <br />Aggregate Annual Monthly Services Fees — means the aggregate Monthly Services <br />Fees to be charged under Section 4.2(c) during a full Calendar Year. <br />Aggregate Monthly Services Fees — means the (i) the Monthly Services Fees charged <br />for the first two months of a Calendar Quarter plus (ii) the Services Fees to <br />be charged for the third month of a Calendar Quarter as contemplated in <br />Section 4.2(b) based on the amount of Wastewater actually processed <br />during the third month per the Pricing Matrix. <br />Aggregate Quarterly Services Fees — means Services Fee that would have been charged <br />by the Company to the District based on the Pricing Matrix if based on <br />actual volumes of Wastewater processed across a full Calendar Quarter <br />versus on a monthly basis. <br />Article — means the primary headings set forth throughout this Agreement made up of <br />Page 1 of 32 <br />