Proposal · Transaction Structure
A 30-year Build-Own-Operate agreement converts Johnson County's ~1,200 TPD addressable waste stream into a net revenue-positive fiscal position from Month 13 — with zero County capital expenditure, zero construction risk, and zero operational liability.
§0 — What This Means
Executive summary · What is offered · What the County commits · What the County receives
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01
What Carbotura offers. A 30-year Build-Own-Operate (BOO) Commercial Off-take Agreement (COA). Carbotura finances, constructs, and operates 3–4 distributed ACM facilities totaling 400 TPD (Initial) → 800 TPD (Medium) → 1,200 TPD (Expanded) across Johnson County. The county delivers waste feedstock. Carbotura accepts it, processes it, and pays the Circular Royalty.
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02
What the County commits. Delivery of addressable feedstock to agreed ACM centers at the agreed tonnage schedule. Payment of the TMC Fee ($100/ton base, escalating at 2.5%/year) upon confirmed receipt. No capital commitment. No construction debt. No operational liability. No technology risk.
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03
What the County receives. Circular Royalty payments beginning Month 13 after first feedstock delivery — rolling, monthly, for the 30-year COA term. At steady state, the Circular Royalty is designed to exceed the TMC Fee per ton, converting the county's waste budget from a cost center into a net positive revenue position. Estimated Year 2 net: +$2.6M/year at Phase Initial; +$40.5M/year at Year 30 Phase Expanded.
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04
The distributed multi-center design. 3–4 ACM centers of 300–400 TPD each are distributed across the county's four quadrants. This reduces average haul distance by 40–60%, serving the county's 477-square-mile geography at optimal logistics cost, and creates redundancy unavailable to a single-facility model.
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05
The decision window. A Community Feasibility Study authorized by the end of Q3 2026 is required for Phase Initial to reach COD before Q4 2028 — leaving 9 years of operational ACM infrastructure before the WM landfill's 2037 worst-case closure. Every quarter of delay compresses the margin between ACM readiness and disposal crisis.
§1 — Commercial Structure and Decision Window
COA structure · Obligations · Hard deadline derivation
- ✓ Finance 100% of ACM facility capital (~$247.5M initial)
- ✓ Design, permit, construct all distributed centers
- ✓ Operate facilities for full 30-year COA term
- ✓ Accept all agreed feedstock streams
- ✓ Pay Circular Royalty monthly from Month 13
- ✓ Maintain performance guarantees per COA terms
- → Deliver agreed feedstock volumes to ACM centers
- → Pay TMC Fee per confirmed received ton
- → Provide site access during feasibility and construction
- → Facilitate permit coordination with municipal partners
- 0 Zero capital expenditure
- 0 Zero construction or technology risk
Executive Implications — §1
- The BOO structure transfers all capital, construction, and technology risk to Carbotura. The county's sole financial exposure is the TMC Fee per delivered ton — a variable cost that replaces the current per-ton landfill disposal cost.
- A Community Feasibility Study is the correct next procurement step. It requires no binding commitment on capital or COA terms — it is an analytical instrument that produces the site-specific data required to negotiate the COA with full information.
- The distributed 3–4 center model means site failures at one center do not interrupt county-wide service. This multi-point structure is a material risk mitigation advantage over the current single-landfill dependency.
§2 — Deployment Architecture
Phase configuration · Capital structure · Site candidate analysis
§2.1 — Phase Configuration
| Phase | TPD Deployed | Modules | Centers | Annual Feedstock | % of Addressable | COD | Source |
|---|---|---|---|---|---|---|---|
| Initial | 400 | 4 (ceil(400/100)) | 1–2 | 146,000 TPY | 33% | T0 + 24 months | EST |
| Medium | 800 | 8 | 2–3 | 292,000 TPY | 67% | T0 + 42 months | EST |
| Expanded | 1,200 | 12 | 3–4 | 438,000 TPY | 100% | T0 + 60 months | EST |
T0 = Community Feasibility Study completion date (TBD). Timeline basis: Carbotura standard deployment schedule.
§2.2 — BOO Capital Structure
Carbotura finances, builds, and operates all ACM facilities under a Build-Own-Operate structure. The county's sole financial obligation under the COA is the TMC Fee per confirmed ton of feedstock received. Carbotura's capital structure for the initial 400 TPD deployment: $247.5M total project cost funded as 20% equity / 15% grant / 65% debt — sourced entirely from Carbotura's institutional SPV. See SPV Finance document for full capital structure detail.
| Phase | Total CapEx (Carbotura) | County Capital Commitment | County Liability |
|---|---|---|---|
| Initial (400 TPD) | $247.5M | $0 | $0 |
| Medium (800 TPD cumulative) | $477.5M | $0 | $0 |
| Expanded (1,200 TPD cumulative) | $707.5M | $0 | $0 |
CapEx calculated per Carbotura standard parameters: $75M first 100 TPD module + $57.5M per additional 100 TPD module.
§2.3 — Feedstock Stream Coverage by Phase
| Stream | Phase Initial | Phase Medium | Phase Expanded | Access Status |
|---|---|---|---|---|
| Residential MSW (~600 TPD) | ✓ Primary | ✓ | ✓ | IMMEDIATE |
| Yard Waste / Organics (~120 TPD) | ✓ Primary | ✓ | ✓ | IMMEDIATE |
| Commercial MSW (~350 TPD) | Partial | ✓ | ✓ | CONDITIONAL |
| C&D Debris (~90 TPD) | — | Partial | ✓ | CONDITIONAL |
| Biosolids / FOG (~40 TPD) | — | — | ✓ | ACCESSIBLE |
§2.4 — Site Candidate Analysis
The Shawnee industrial corridor at I-435 / Johnson Drive is the Priority 1 candidate for Phase Initial ACM center deployment. It is directly adjacent to the WM Johnson County Landfill — the primary existing feedstock convergence point for the county's NE quadrant, with I-435 access for 400–500 daily delivery vehicles. The area is already zoned industrial (confirmed by Shawnee planning department) and has precedent for industrial facilities in direct proximity to the landfill site, including the Archaea Energy plant and Contractors Park. De Soto/Gardner West is the strategic anchor for Phase Expanded distribution in the county's fastest-growing corridor.
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Site Candidate Summary Table
| Priority | Zone | Est. Acreage | Zoning | Land Authority | Co-location Advantage | Key Consideration |
|---|---|---|---|---|---|---|
| P1 | Shawnee I-435 Industrial Corridor | 15–25 ac | Industrial (Shawnee) | City of Shawnee Planning / private industrial | Adjacent to WM landfill; Perimeter Park industrial ecosystem; I-435 truck access; existing industrial permits | Proximity to landfill SUP constraints; community odor/flaring sensitivity |
| P2 | Olathe Industrial District (I-35 / NW Olathe) | 20–30 ac | I-1/I-2 Industrial (Olathe) | City of Olathe Community Development | Adjacency to Olathe Transfer Station; serves SW quadrant (~350K residents); I-35 corridor; growing industrial base | Site availability needs confirmation; rail access limited |
| P3 | De Soto / Gardner West Corridor | 40+ ac | Industrial (Sunflower Redevelopment) | Sunflower Redevelopment Group / Johnson County Planning | Panasonic EV Battery Facility industrial anchor; 28-mi haul reduction from W JC; large parcels; growth zone | Infrastructure build-out in progress; greenfield site requirements |
Phase Initial (400 TPD) is fully supportable from IMMEDIATE-access streams alone — residential MSW (~600 TPD available) and yard waste/organics (~120 TPD). No commercial hauler contract renegotiation, no C&D landfill transition, and no JCW service agreement is required before Phase Initial reaches COD. The county can authorize a Feasibility Study and proceed to construction on the basis of streams it already controls.
§3 — Economic Structure — TMC Fee
Formula · Annual obligation · FWDC disclosure · Escalation
MAX($100, MIN($150, $42 − $5)) = MAX($100, $37) = $100.00/ton ← floor applies
Annual TMC Fee Obligation by Phase
| Phase | TPD | Annual TPY | TMC (Year 1) | Annual Obligation (Yr 1) | Annual Obligation (Yr 5) | Annual Obligation (Yr 10) |
|---|---|---|---|---|---|---|
| Initial | 400 | 146,000 | $100/ton | $14.6M EST | ~$16.1M | ~$18.3M |
| Medium | 800 | 292,000 | $100/ton | $29.2M EST | ~$32.2M | ~$36.5M |
| Expanded | 1,200 | 438,000 | $100/ton | $43.8M EST | ~$48.3M | ~$54.8M |
Annual obligation = TMC_Fee_Year × annual_TPY. All figures carry ESTIMATED status from FWDC planning basis.
Executive Implications — §3
- The TMC Fee floor of $100/ton applies because Kansas's tipping fee environment is the lowest in the US. The TMC Fee represents a premium over current disposal costs — but this premium is recovered by the Circular Royalty, which exceeds $120/ton from Month 13. The net fiscal position turns positive from the first royalty payment.
- When the WM landfill closes (est. 2037), the county's disposal alternatives will cost an estimated $80–120/ton more than the current $42/ton — making the $100 TMC Fee significantly below the post-closure alternative cost. The TMC Fee buys 30 years of cost certainty against an uncertain and rising post-closure market.
§4 — Circular Royalty
Contractual definition · Parameter table · Fiscal periods · Year-by-year cash flow
- Gross cost displacement is quantified separately from Circular Royalty cash flow. Full net fiscal position reflects both.
- At steady state, the Circular Royalty is designed to exceed the TMC Fee on a per-ton basis.
- Circular Royalty payments begin 13 months after corresponding TMC Fee payments and ramp to full run-rate on a rolling basis.
Mandatory Fiscal Period Distinction
| Period | Timing | County Pays | County Receives | Net Position/ton |
|---|---|---|---|---|
| Pre-Royalty Period | Months 1–12 after first feedstock delivery | $100.00/ton TMC Fee | $0 royalty | −$100.00/ton |
| Royalty Ramp — Month 13 | Month 13 after first delivery | $102.50/ton TMC Fee | $120.00/ton royalty | +$17.50/ton |
| Steady State | Year 2 onwards (rolling) | Escalating at 2.5%/yr | Escalating faster (royalty rate +1pp/yr) | Growing positive spread |
Year-by-Year Cash Flow Summary
Volumes scale by phase as each phase reaches full operations. Net position = Royalty received minus TMC paid in the same calendar year.
| Year | Phase | TPD | TMC/ton | Royalty/ton | Royalty Rate | TMC Paid (Annual) | Royalty Received | Net Annual Position |
|---|---|---|---|---|---|---|---|---|
| Year 1 | Initial | 400 | $100.00 | $0 | — | $14,600,000 | $0 | −$14,600,000 |
| Year 2 | Initial | 400 | $102.50 | $120.00 | 120% | $14,965,000 | $17,520,000 | +$2,555,000 |
| Year 5 | Medium | 800 | $110.38 | $133.54 | 124% | $32,231,000 | $38,993,000 | +$6,762,000 |
| Year 10 | Expanded | 1,200 | $125.02 | $157.17 | 129% | $54,759,000 | $68,840,000 | +$14,081,000 |
| Year 20 | Expanded | 1,200 | $160.54 | $217.71 | 139% | $70,317,000 | $95,358,000 | +$25,041,000 |
| Year 30 | Expanded | 1,200 | $203.89 | $296.36 | 149% | $89,303,000 | $129,806,000 | +$40,503,000 |
All annual figures carry ESTIMATED status. Royalty formula: Royalty(m+13) = TMC(m) × Royalty_Rate(m). Royalty_Rate = 120% Year 1, +1pp/year. TMC escalates 2.5%/year. Net position = royalty received − TMC paid in same calendar year.
Executive Implications — §4
- The Circular Royalty converts from a cost obligation to a net positive position at Month 13 — the first royalty payment. At Phase Initial (146,000 TPY), Year 2 net positive = +$2.6M. This is the beginning of a growing annual return that reaches +$40.5M at Year 30 Phase Expanded.
- The 13-month pre-royalty period is a structural characteristic of the rolling royalty model — not a contract deficiency. It must be planned for in the county budget as a distinct phase. At $14.6M total (Phase Initial Year 1 TMC), it is a known, bounded cost.
- By Year 10, at full expansion, the annual royalty surplus is +$14.1M — a recurring general fund contribution that compounds for the remaining 20 years of the COA.
§5 — Risk Register
Key risks · Responsibility allocation · Mitigations
| Risk | Key Driver | Who Bears It | Mitigation | Residual Exposure |
|---|---|---|---|---|
| FWDC verification | WM gate rate unconfirmed; ESTIMATED at $42/ton | County (planning basis risk) | Confirm via KDHE tonnage data or WM contract disclosure during Feasibility Study | TMC Fee floor ($100/ton) is operative regardless — FWDC confirmation does not change fee at current ESTIMATED value |
| Technology performance | ACM output yield variations | Carbotura (fully) | COA performance guarantees; TPD acceptance obligations; technology insurance | County bears zero technology risk under BOO structure |
| Timeline slippage | Permitting delays; supply chain; site complications | Carbotura (construction risk) | Distributed 3–4 center model staggers risk; no single critical path; parallel permitting | Phase Initial delay compresses pre-2037 operational window — Feasibility Study authorization timing is the key lever |
| Commercial hauler contract constraints | 3–5 year commercial hauler agreements with WM | County (access constraint) | Phase Initial uses only IMMEDIATE-access residential streams; commercial stream access triggered at hauler contract renewal | Phase Medium delayed if commercial contracts renew at WM; Phase Initial unaffected |
| WM landfill SUP non-renewal | Shawnee 1-year SUP (Nov 2024); methane/odor issues | County (exposure to disposal crisis) | ACM deployment eliminates dependence on WM landfill before closure; Phase Initial COD by Q4 2028 creates 9-year buffer | If SUP denied before ACM is operational, county faces immediate haul cost shock — strongest argument for accelerated authorization |
| Competitive procurement trigger | Procurement rules for long-term disposal contracts | County (process risk) | Community Feasibility Study is pre-competitive; COA entered through appropriate procurement process | Feasibility Study findings are publicly available and inform procurement specification |
| Residual stream management | Non-ACM-processable materials (e.g. certain hazardous fractions) | County (residual) | ACM processes all material classes; residual is minimal; HHW facility handles hazardous diversion | Small residual stream requires ongoing disposal arrangement — volume ESTIMATED at <2% of total |
| PFAS regulatory tightening | EPA PFAS rules on biosolids land application | County / JCW (shared) | ACM converts biosolids to industrial materials — removes land application exposure entirely | PFAS regulatory risk is lower under ACM than under continued land application; regulatory tailwind for biosolids stream transition |
§6 — Deployment Timeline
Milestones · Hard deadline · First Circular Royalty payment
| Milestone | Offset from T0 | Target Date (Q3 2026 T0) | Notes |
|---|---|---|---|
| Community Feasibility Study Authorization ← DECISION POINT | T0 | Q3 2026 | BOCC authorization required. Community Feasibility Study: 90-day analytical process. No capital commitment. |
| Community Feasibility Study completion | T0 + 3 months | Q4 2026 | Site confirmation · volume verification · COA terms drafted |
| Phase Initial construction start | T0 + 6 months | Q1 2027 | Permitting and site preparation begin at P1 (Shawnee Industrial Corridor) |
| Phase Initial COD — 400 TPD | T0 + 24 months | Q3 2028 | First ACM center operational. TMC Fee obligations begin. |
| First Circular Royalty Payment | T0 + 37 months | Q4 2029 | Rolling monthly royalty begins. Net position turns positive. |
| Phase Medium COD — 800 TPD | T0 + 42 months | Q1 2030 | 2–3 centers operational across NE and SE quadrants |
| Phase Expanded COD — 1,200 TPD | T0 + 60 months | Q3 2031 | 3–4 distributed centers fully operational. Full 1,200 TPD capacity. |
| ⚠ WM Landfill worst-case closure | — | 2037 | MARC Regional Landfill Capacity Study (Burns & McDonnell, Jan 2024). Hard external deadline. ACM fully operational 6 years prior under Q3 2026 T0 scenario. |
T0 = Community Feasibility Study authorization date. Timeline basis: Carbotura standard deployment schedule. Dates assume Q3 2026 authorization.
§7 — Community Value Stack
County fiscal effects · Regional economic effects — presented separately
§7.1 — Johnson County Fiscal Effects
| Fiscal Item | Year 1 (Pre-Royalty) | Year 2 (Phase Initial) | Year 10 (Expanded) | Year 30 (Expanded) |
|---|---|---|---|---|
| TMC Fee paid | −$14.6M | −$15.0M | −$54.8M | −$89.3M |
| Circular Royalty received | $0 | +$17.5M | +$68.8M | +$129.8M |
| Gross cost displacement (FWDC avoided) | +$6.1M | +$6.1M | +$18.4M | +$18.4M |
| Net county fiscal position | −$8.5M | +$8.6M | +$32.4M | +$58.9M |
Gross cost displacement = FWDC $42/ton × annual TPY (Phase Initial 146,000 TPY; Expanded 438,000 TPY). All figures ESTIMATED. Net county fiscal position = Royalty received + FWDC avoided − TMC paid.
Gross cost displacement is quantified separately from Circular Royalty cash flow. Full net fiscal position reflects both.
§7.2 — Regional Economic Effects
| Economic Impact Item | Phase Initial (400 TPD) | Phase Expanded (1,200 TPD) | Source |
|---|---|---|---|
| Direct FTE (ACM operations, all centers) | 48 jobs | 144 jobs | EST |
| Indirect/induced employment (2.5× multiplier) | 120 jobs | 360 jobs | EST |
| Annual economic impact | ~$28M/year | ~$84M/year | EST |
| Total employment supported | 168 jobs | 504 jobs | EST |
| ACM industrial output value (graphite, graphene, hydrogen) | Preliminary estimate pending feedstock characterization | Preliminary estimate pending feedstock characterization | NULL |
Economic impact figures are from Carbotura standard parameters. They are distinct from county fiscal effects — regional economic activity is not a direct county budget line item. Industrial output value requires confirmed feedstock characterization for quantification.
§8 — Why This Works in Johnson County
Six alignment factors — each tracing to Registry or Waste Study
Johnson County's ~1,200 TPD net disposal stream precisely matches a 1,200 TPD Phase Expanded deployment. Phase Initial at 400 TPD is fully supportable from immediately accessible residential streams alone — no commercial renegotiation required to activate.
The Shawnee I-435 industrial corridor (P1) is adjacent to the WM landfill — the existing feedstock convergence hub for 400–500 daily trucks. The Olathe Transfer Station (P2) provides an existing SW quadrant consolidation anchor. The De Soto/Gardner corridor (P3) is the strategic western expansion zone anchored by the Panasonic EV Battery Facility.
A Q3 2026 Feasibility Study authorization places Phase Initial COD at Q3 2028 — 9 years before the WM landfill's 2037 worst-case closure. Full Phase Expanded is operational by Q3 2031, giving the county 6 years of full-scale ACM operations before the disposal crisis materializes. No other alternative achieves this timeline — a new landfill would take 10–15 years to permit.
The Johnson County SWMP adopted September 5, 2024 identifies composting and recycling expansion goals — but explicitly does not identify a viable alternative disposal destination for the waste stream. The SWMP gap is a policy mandate that ACM directly addresses. The Kansas regulatory environment — no WTE, no landfill siting path, tightening EPA biosolids rules — aligns with ACM as the structurally preferred solution.
JCW's Phase 2 Integrated Plan (2025–2029) invests $2.1B in wastewater infrastructure improvements under EPA WIFIA financing. EPA PFAS rules are tightening land application standards for biosolids — JCW's primary solids disposal pathway. An ACM co-processing pathway converts biosolids from a JCW regulatory liability into a co-processed feedstock, reducing long-term treatment cost and regulatory exposure simultaneously.
The TMC Fee of $100/ton is derived from Johnson County's specific disposal cost environment — the lowest tipping fee state in the US ($34.78/ton EREF 2024). The floor applies, not the FWDC-derived formula. The Circular Royalty ($120/ton from Month 13) is designed to exceed this floor on a per-ton basis, generating a net positive position from Year 2. At Year 30, the royalty surplus alone equals $40.5M/year — more than double the current total annual disposal cost estimate.
EIR Input Block — State B Values (ACM Deployment)
All values below are locked for EIR use. State B = with Carbotura ACM deployment. All figures must appear identically in the EIR — no alteration permitted.
Appendix A — Data Basis
Public-readable sources for all key figures