The Town of Brookhaven is not looking for a better disposal price. It is about to lose disposal capacity entirely, in a region where the legal option to replace it does not exist. The Brookhaven Landfill’s permit expires 11 July 2026 (extension to 2027–2028 sought), and the Long Island Landfill Law of 1983 makes a replacement landfill unpermittable. Advanced Circular Manufacturing converts the Town’s estimated feedstock into a 30-year manufacturing asset, keeping the material, the manufacturing value, and a recurring Circular Royalty™ on Long Island. The alternative converts a closing asset into a permanent, escalating, exported operating cost. Carbotura offers a single commercial structure: the Circular Supply Agreement (CSA) — Beneficiation Fee (TMC Fee) + Circular Royalty™.
What this document is
The transaction instrument. It presents the Build-Own-Operate structure, two deployment configurations, the Circular Supply Agreement framework, the Beneficiation Fee (TMC Fee) schedule, the 30-year Circular Royalty™ model, and the Long Island growth path. Figures here are the basis for the EIR’s comparative analysis.
- Carbotura manufactures, deploys, owns, and operates the ACM module at no capital cost to the Town — the Build-Own-Operate model removes the public financing burden entirely.
- Rail export off Long Island is a permanent recurring cost with no local return; ACM retains the material, roughly 200–600 direct manufacturing jobs, and a royalty stream inside the Town.
Carbotura Qualification
Carbotura, Inc. is the developer, owner, and operator of Advanced Circular Manufacturing (ACM) facilities under a Build-Own-Operate model. Carbotura holds the full project equity position through facility-specific Special Purpose Vehicles, deploys institutional financing against the Circular Supply Agreement (CSA), and assumes operational performance risk for the full CSA term.
The ACM platform converts manufacturing feedstock — municipal solid waste and related material streams — into manufacturing-grade materials through elemental dissociation. Outputs are synthetic graphite, graphene compounds, and recovered minerals, plus net-positive ultrapure water. Facilities operate at near-zero external energy draw, meeting their own energy requirement internally. Carbotura does not sell power, electricity, or hydrogen.
Deployment follows a Design for Manufacturability (DFM) model. ACM modules are manufactured products, not one-off engineered projects. Capacity is added by manufacturing, deploying, and integrating additional modules, and module performance is specified a priori through multiphysics simulation rather than discovered on site.
Deployment Configuration Options
Two deployment configurations are presented. The Town’s town-wide addressable feedstock is approximately 1,102 tons per day (~402,000 tons/year) — ESTIMATED, from the Long Island regional per-capita generation rate of 4.5 lb/person/day applied to the 2024 Census population of 489,810. The Town does not publish a town-wide MSW generation figure. A Deployment Study must verify this against Town and hauler-specific manifests before any binding CSA economics.
All dollar figures ILLUSTRATIVE · Beneficiation Fee (TMC Fee) Year 1 = $100.00/ton for modelling purposes · 2.5%/yr escalation · Circular Royalty™ Multiplier 120% Year 1 → 150% Year 31, +1pp/yr, uncapped · Feedstock ESTIMATED · 30-yr minimum CSA term only — the CSA continues perpetually absent a Non-Renewal Notice.
Executive Implications — §0
- Phase Initial is deliberately set at roughly one third of the estimated town-wide addressable volume. That margin absorbs the feedstock-estimate uncertainty rather than transferring it to the Town.
- Configuration selection does not foreclose expansion. The CSA carries expansion provisions; moving from Phase Initial to Phase Expanded proceeds through a Joint Working Group amendment without renegotiating foundational agreement terms.
Circular Supply Agreement Structure
§1.0 Regulatory Predicate Transition (RPT)
Regulatory Predicate Transition — both parties commit to the dewaste pathway
Advanced Circular Manufacturing is a manufacturing process, not a waste-management activity. Microwave Catalytic Reforming operates in an anoxic, oxygen-free, sub-atmospheric environment — mechanistically incompatible with combustion or biological degradation.
100% elemental recycling of the municipal material stream requires a coordinated regulatory shift from legacy disposal-predicate statutes onto manufacturing-predicate classifications — interchangeably, the dewaste pathway. Manufacturing NAICS 325180 · 325998 · 327992 · 331110 · 331314 · 331492 (US 6-code ACM set), with NAICS 562212 · 562213 · 562219 · 562920 expressly excluded, plus the EPA RCRA §1004(27) / 40 CFR §261.2(e) exclusion pathway.
Both parties commit to the RPT pathway. Carbotura brings process-classification evidence and regulatory engagement expertise; the Town brings standing to engage NYSDEC Region 1 and the political mandate for the transition.
Status discipline. This is a pathway to be pursued, not an accomplished fact. Nothing in this Proposal asserts that the facility has achieved, or will automatically achieve, End-of-Waste, by-product, or non-waste manufacturing classification, or that it sits outside waste-domain regulation under current New York law. The module will be permitted under the applicable 6 NYCRR Part 360 series authorities unless and until a manufacturing predicate is formally established.
§1.1 Agreement Framework
The Circular Supply Agreement (CSA) is a long-form commercial agreement between the Town of Brookhaven and Carbotura, Inc. It governs ACM module deployment, feedstock delivery, Beneficiation Fee (TMC Fee) obligations, and Circular Royalty™ payments. Minimum term is 30 years from Phase Initial Commercial Operations Date (COD). Absent a formally served Non-Renewal Notice (earliest Year 28, 24-month notice period), the CSA continues perpetually. Accounting presentation follows US GAAP.
§1.2 Beneficiation Fee Mechanics
The Beneficiation Fee — also referenced as the Total Material Conversion Fee (TMC Fee) — is the per-ton payment made by the Town to Carbotura for receipt and conversion of manufacturing feedstock. It is the Town’s primary financial obligation under the CSA and Carbotura’s primary revenue instrument for project financing. It is not a tipping, gate, or disposal fee.
| Parameter | Value | Status |
|---|---|---|
| Beneficiation Fee — Year 1 base | $100.00/ton | LOCKED (modelling basis) |
| Annual escalation | 2.5%/yr compounding from COD anniversary | LOCKED |
| Beneficiation Fee — Year 2 | $102.50/ton | ESTIMATED |
| Beneficiation Fee — Year 10 | $124.89/ton | ESTIMATED |
| Beneficiation Fee — Year 30 | $204.64/ton | ESTIMATED |
§1.3 Cost Baseline Note
No public source states a specific current per-ton disposal cost paid by the Town of Brookhaven or its constituent villages. The long-standing “Ash for Trash” arrangement sends Town municipal solid waste to the Covanta Hempstead waste-to-energy facility for combustion, with the resulting ash returned to Yaphank for landfilling at roughly 350,000 tons per year. That is a capacity swap rather than a per-ton cash transaction, so a directly comparable Fully Weighted Disposal Cost could not be established from public sources alone. The $100.00/ton Year 1 Beneficiation Fee is therefore an illustrative modelling basis, to be confirmed against Town-verified cost data during the Deployment Study.
§1.5 Commercial Structure
Carbotura offers a single commercial structure for this and every engagement: the Circular Supply Agreement (CSA) — the Town pays the per-ton Beneficiation Fee (TMC Fee) and receives the Circular Royalty™. There is no menu of structures and nothing for the Town to choose between; the terms below are the terms.
Executive Implications — §1
- The CSA preserves Town site ownership and delivers long-term royalty value through the uncapped Circular Royalty™ Multiplier. It is the single structure Carbotura offers for this and every engagement.
- The Beneficiation Fee and the Circular Royalty™ are two independent gross transactions under the Separate Transaction Principle, stated in full at §3.
Deployment Model and Site Opportunity
§2.1 Build-Own-Operate Model
Carbotura finances, manufactures, deploys, owns, and operates the ACM module network through the full CSA term. Town obligations are limited to: (a) designating manufacturing feedstock for delivery under the agreed per-ton schedule, (b) paying the Beneficiation Fee (TMC Fee) per ton received, and (c) cooperating with the permitting process during the Deployment Planning Period. No Town capital expenditure, bonding, or operational staffing commitment is required.
§2.2 Candidate Area — Yaphank / Horseblock Road Corridor
The candidate area is the Yaphank / Horseblock Road corridor: existing Town-owned solid-waste infrastructure and established heavy-vehicle access. The Town’s own stated post-closure vision is to redevelop the landfill site as an “energy park.” An ACM module sited here lands on already-industrial, already-Town-controlled ground rather than greenfield, and requires no new hauler routes for Phase Initial delivery.
The scale of the siting position is often understated. Yaphank is a roughly 500-acre Town-owned waste-management complex, within which the landfill cells sit — the cells are a component of the complex, not its full extent. Published cell acreages conflict across public sources because they measure different boundaries, so no cell figure is presented here as settled. What matters for siting is the complex: several hundred acres of Town-controlled, already-industrial, heavy-vehicle-accessible land under a single owner.
Industrial reuse of that land has already begun. The Yaphank Fuel Cell Park operates at the Brookhaven Landfill site today. Carbotura has no relationship to that facility, no interest in it, and does not sell power, electricity, or hydrogen. The point is narrower, and it is about the Town: an ACM module here extends an energy-and-industrial trajectory the Town has already established on this ground, rather than proposing a new one.
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Site Opportunity Map · Town of Brookhaven ACM candidate corridor · Corridor centroid 40.8987, −72.9026 — ESTIMATED, not a confirmed site coordinate · All zones PROVISIONAL pending Joint Working Group site investigation.
§2.3 Permitting Path
| Step | Authority | Instrument |
|---|---|---|
| 1 — Pre-application meeting | NYSDEC Region 1 (Nassau + Suffolk) | Regional Permit Administrator conference |
| 2 — Permit application | NYSDEC Region 1 | 6 NYCRR Part 360 series |
| 3 — Local siting and zoning | Town of Brookhaven | Town siting / zoning approvals |
| 4 — Environmental review coordination | Suffolk County | Health and environmental review coordination |
§2.4 Regional Infrastructure Context
On-site capacity ends in the 2026–2028 window, and no new Long Island landfill is permittable under the 1983 Law. The regionally endorsed response is rail export off Long Island: the Winters Rail Terminal proposed adjacent to the landfill site, and a second terminal project at Kings Park. Estimated combined transfer capacity is approximately 6,000 tons per day. All ten Suffolk Town Supervisors and the County Executive have endorsed rail export as the one clear solution.
§2.5 The Corrective Measures Process — Siting Context
A second regulatory process is active on this site and bears on deployment sequencing. On 5 August 2026 NYSDEC Division of Materials Management Region 1 wrote to the Town’s Department of Recycling and Sustainable Materials Management regarding the Town’s draft Corrective Measures Report dated May 2026. DEC stated it was “unable to approve the Report” because the selection process “was not in full compliance with the regulatory requirements of Part 363-10.1(b).” The Town had applied the assessment criteria at 363-10.1(a) rather than the selection criteria at 363-10.1(b)(2) and (3). Appendix 1 of the letter carries 40 technical comments. A revised draft Report is due within 90 days, on or about 3 November 2026. The full factual record is set out in §2.4 of the Feedstock System Analysis.
Five corrective measures are under evaluation: Immediate Landfill Closure and Capping; Landfill Reclamation; Groundwater Extraction and Treatment; Enhanced Leachate Plume Monitoring; and Municipal Water Connections. Contaminants of concern named in the letter are PFAS and 1,4-dioxane. Under Part 363-10.1(b), the Town selects the corrective measure — DEC comment 37 states this plainly. DEC is the reviewer of the selection process, not the selector.
This process runs on a different and much longer clock than the deadline in front of the Town. The Report’s own groundwater extraction scenario contemplates operation “in perpetuity” — a characterisation DEC comment 17 rejects, requiring a site-specific lifespan estimate instead. The Town’s cost framework expresses each measure as total debt repayment, total annual property tax increase across the township, and annual tax impact to the average home over the term of borrowing. Every measure under evaluation is financed by Brookhaven taxpayers. No dollar figure is quoted here: the Report’s own numbers are under DEC challenge for calculation errors.
§2.6 Legacy Reclamation and the Exogenesis™™ Add-On
What this section addresses is the multi-decade horizon the corrective-measures process actually runs on. Landfill reclamation is the one measure the Town’s own Report identifies as attaining groundwater protection standards: DEC comment 34 quotes the Report’s final paragraph, “no other corrective measure, with the exception of landfill reclamation, would achieve [groundwater protection standards].” DEC’s objection is that the sentence contradicts the Report’s own Section 3.1.3 on groundwater extraction, not that reclamation is the wrong measure. That is the Town’s assessment, recorded in DEC correspondence — not a DEC finding and not a DEC endorsement.
Reclamation also speaks directly to Part 363-10.1(b)(2)(iii), which requires a corrective measure to “control the sources of releases to the maximum extent practical.” Reclamation is source removal: the mass comes out. Reclamation at scale then raises a practical question containment measures do not — the excavated mass has to go somewhere. Carbotura answers it by paying the Town per ton of legacy mass processed, against a landscape in which every other pathway is financed by Brookhaven taxpayers.
The accepted feedstock streams are wider than excavated solid mass alone. Alongside unsorted municipal solid waste, construction and demolition material, combustion ash and contaminated recycling streams, Carbotura accepts landfill leachate and wastewater treatment sludge as feedstock. That matters here for two reasons. First, leachate is the ongoing vector by which contaminants leave the landfill; accepting it is continuing source control for as long as the landfill generates it, in a way one-time mass removal alone is not. Second, a capture pathway and a destruction pathway differ categorically in where the contaminant ends up. Reverse-osmosis reject and spent filtration media concentrate PFAS into a treatment residue that itself requires a destination, whereas contaminant molecules do not survive elemental dissociation. No leachate or sludge volume is stated anywhere in this Proposal; none is established in any source, and a Deployment Study must quantify it.
Stated as a capability distinction only. Nothing above is offered as a response to, or a resolution of, any comment in the DEC letter; Carbotura has not been raised with, considered by, or evaluated by the Department, and the corrective measure remains the Town’s to select.
Exogenesis™™ Royalty — mechanics
| Parameter | Term |
|---|---|
| Instrument | Legacy Remediation Royalty (Exogenesis™™ path) — an optional add-on to the Circular Supply Agreement for qualifying legacy-landfill sites |
| Rate | $50.00 per ton of legacy landfill mass extracted and processed via Exogenesis™™ |
| Escalation | 1.0% per annum from Year 2 of extraction |
| Payment timing | 13 months after first Exogenesis™™ extraction of legacy material |
| Relationship to the Circular Royalty™ | Runs concurrent with the Circular Royalty™ on the ongoing feedstock stream — stacking, not substituting |
| Deployment timing | 3–7 years post-COD, on Carbotura schedule |
| CERCLA carve-out | Floor of $25.00/ton, applying only where a Phase II Environmental Site Assessment reveals CERCLA-designated contamination attributable to a prior operator. Standard municipal solid waste landfill conditions — leachate, methane — do not trigger it |
| Step-up remedy | If the 7-year long-stop is missed, the rate rises to $75.00/ton until extraction commences, then resets to $50.00/ton plus accrued escalation |
| Precondition | Deployment Study and Phase II ESA. In-place legacy mass at Yaphank is unknown and is not estimated in this Proposal |
Rate and mechanics only. No legacy-mass tonnage and no Exogenesis™™ dollar total is stated anywhere in this Proposal: in-place mass cannot be established without a Deployment Study and a Phase II Environmental Site Assessment. Carbotura is a potential processing pathway for reclaimed mass, not itself a corrective measure, and is not a party to the selection.
Executive Implications — §2
- The Yaphank complex is the strongest candidate on co-location grounds alone: roughly 500 acres of Town-controlled land, existing heavy-vehicle access, existing solid-waste infrastructure, and an operating fuel cell park. The Town has stated an intention to redevelop the site for industrial energy use post-closure.
- NYSDEC Region 1 pre-application engagement is the earliest available action and commits the Town to nothing. It establishes the permitting timeline against the landfill permit horizon.
- The corrective-measures process and the ACM deployment decision are separate tracks on separate clocks. The revised Report is due on or about 3 November 2026; Exogenesis™™ deploys 3–7 years post-COD.
- If the Town selects reclamation, the excavated mass needs a destination. Under the CSA add-on that destination pays the Town $50.00 per ton, where every other measure under evaluation is funded by property tax increases and municipal borrowing.
Beneficiation Fee — Annual Schedule
The table below presents the per-ton Beneficiation Fee (TMC Fee) rate and the annual gross Town obligation by configuration, for selected years.
| Year | Beneficiation Fee ($/ton) | Phase Initial 400 TPD ($M) | Phase Expanded 1,200 TPD ($M) |
|---|---|---|---|
| Year 1 | $100.00 | $14.60 | $43.80 |
| Year 2 | $102.50 | $14.97 | $44.90 |
| Year 5 | $110.38 | $16.12 | $48.35 |
| Year 10 | $124.89 | $18.23 | $54.70 |
| Year 20 | $159.87 | $23.34 | $70.02 |
| Year 30 | $204.64 | $29.88 | $89.63 |
| 30-yr cumulative | — | $641.0M | $1,922.9M |
All figures ILLUSTRATIVE · Beneficiation Fee (TMC Fee) Year 1 = $100.00/ton · 2.5%/yr compounding · Phase Initial 146,000 TPY; Phase Expanded 438,000 TPY · Feedstock ESTIMATED · Separate Transaction Principle applies — the Circular Royalty™ is modelled independently in §4.
Circular Royalty™ — 30-Year Financial Model
Canonical Circular Royalty™ Principles (required in Proposal, EIR, and Brief):
“Gross cost displacement and Circular Royalty™ cash flow are quantified separately. 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.”
§4.1 Authoritative Formula
| Element | Formula / Value |
|---|---|
| Circular Royalty™ per ton, Year n | Multiplier(n) × Beneficiation Fee(n) — that year’s Multiplier applied to that same year’s escalated Beneficiation Fee |
| Multiplier schedule | 120% Year 1 → 150% Year 31 · +1 percentage point per year · uncapped |
| Beneficiation Fee schedule | $100.00/ton Year 1 · 2.5%/yr compounding |
| Payment trigger | 13 months after Carbotura’s receipt of the first Beneficiation Fee payment (CSA Art. 1.5) — hence the Year-2 first payment |
| Payment basis | Rolling monthly — not an annual batch |
| Direction of travel |
§4.2 Fiscal Period Distinction — Mandatory
| Period | Timing | Position |
|---|---|---|
| Pre-Royalty Period | Months 1–13 following Carbotura’s receipt of the first Beneficiation Fee payment | The Town pays the Beneficiation Fee ($100.00/ton) and receives $0 Circular Royalty™. This is a designed, bounded feature of the structure — not an open-ended exposure. |
| Royalty Ramp | From 13 months after that first payment, through approximately Month 24 | Rolling monthly Circular Royalty™ commences at $120.00/ton and builds to full run-rate. |
| Steady State | Year 2 onward through the CSA term |
§4.3 Per-Ton Schedule (identical for both configurations)
| Year | Beneficiation Fee | Circular Royalty™ |
|---|---|---|
| Year 1 | $100.00 | — (13-month lag) |
| Year 2 | $102.50 | $120.00 |
| Year 5 | $110.38 | $132.46 |
| Year 10 | $124.89 | $155.96 |
| Year 20 | $159.87 | $215.23 |
| Year 30 | $204.64 | $295.48 |
Fee and Royalty are presented as distinct columns. The community surplus column is a per-ton differential — see the Separate Transaction Principle at §3.
§4.4 Annual Circular Royalty™ by Configuration
| Year | Circular Royalty™ ($/ton) | Phase Initial 400 TPD ($M) | Phase Expanded 1,200 TPD ($M) |
|---|---|---|---|
| Year 1 | $0.00 | $0.00 | |
| Year 2 | $120.00 | $17.52 | $52.56 |
| Year 5 | $132.46 | $19.34 | $58.02 |
| Year 10 | $155.96 | $22.77 | $68.31 |
| Year 20 | $215.23 | $31.42 | $94.27 |
| Year 30 | $295.48 | $43.14 | $129.42 |
| 30-yr cumulative | — | $829.4M | $2.488B |
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.
All figures ILLUSTRATIVE, computed at a $100.00 Year-1 Beneficiation Fee for modelling purposes. The formulas are canonical and locked; the fee itself is set at Term Sheet. Phase Initial 146,000 TPY; Phase Expanded 438,000 TPY · Feedstock ESTIMATED · Not contractual commitments.
Executive Implications — §4
- The pre-royalty period is a designed, bounded feature of the CSA structure. Decision-makers should budget for it as a known cost item over a single fiscal cycle, not as an open-ended exposure.
- Both figures appear as gross independent items in all analyses. The EIR presents the Brookhaven-scoped comparative position.
Community Impact and Economic Profile
| Impact Category | Phase Initial 400 TPD | Phase Expanded 1,200 TPD | Status |
|---|---|---|---|
| Direct manufacturing employment (FTE) | ~200 | ~600 | ESTIMATED |
| Deployment model basis | 50 direct FTE per 100 TPD — Carbotura standard deployment model | LOCKED | |
| Carbon displaced (tCO₂e/year) | ~65,700 | ~197,100 | ESTIMATED |
| Carbon basis | 0.45 tCO₂e displaced per tonne processed — Carbotura baseline | LOCKED | |
| Annual feedstock retained on Long Island | 146,000 TPY | 438,000 TPY | ESTIMATED |
| Manufactured outputs | Synthetic graphite, graphene compounds, recovered minerals — plus net-positive ultrapure water | LOCKED | |
| External energy draw | Near-zero — the module meets its own energy requirement from process outputs | LOCKED | |
| NAICS (manufacturing) | 325180, 325998, 327992, 331110, 331314, 331492 | LOCKED | |
| NAICS (expressly excluded) | 562212, 562213, 562219, 562920 | LOCKED | |
All impact figures ESTIMATED — scaled from Carbotura standard parameters. Subject to Deployment Study and Joint Working Group confirmation.
Deployment Phasing and Timeline
All phase timelines are expressed relative to Time-Zero (T0), corresponding to LOI/MOU execution. T0 has not been set; the schedule below reflects the Carbotura standard deployment schedule.
Executive Implications — §6
- The Brookhaven Landfill permit expires 11 July 2026, with an extension to 2027–2028 sought. Even on the extended horizon, a prompt LOI/MOU places Phase Initial COD roughly two years out. That is why the pre-application step, not the construction step, is schedule-critical.
- Every month of delay to T0 compresses the buffer between ACM capacity coming online and the point at which the Town has no local disposal asset. The decision window is before the closure event creates emergency procurement conditions.
- The Non-Renewal Notice window opens in Year 28 of the CSA. The agreement is a 30-year minimum with perpetual continuation absent that notice.
Growth Path and Regional Context
Everything in §0 through §6 of this Proposal is Level 1: a standard single-jurisdiction Circular Supply Agreement between the Town of Brookhaven and Carbotura. Phase Initial 400 TPD moving to Phase Expanded 1,200 TPD, answering the Brookhaven Landfill’s approaching closure directly. Nothing in the Level 1 transaction depends on anything described below.
Level 2 — Long Island regional context§7.1 The Structural Fact
The Long Island Landfill Law of 1983 did something unusual. Elsewhere in New York State, solid-waste planning is organised at county level. On Long Island, the 1983 Law left 13 towns and 2 cities as the individual waste-planning units — not the counties. Each of them independently owns its own post-landfill solution.
The consequence is structural, not incidental. The same law that banned new landfills, closed all but two by 1989, and ended municipal solid waste landfilling in 1990 also ensured that each of those fifteen planning units would face the resulting capacity cliff separately. Absent a manufacturing alternative, all are routed toward one answer: pay to export, forever.
§7.2 Why Brookhaven Is the Anchor
Brookhaven is the natural anchor for reasons entirely about Brookhaven. It is the largest town in Suffolk County by population, holds the region’s most significant existing waste-infrastructure footprint, and controls the Yaphank / Horseblock Road corridor outright. It also faces the capacity question on the nearest horizon of any planning unit on Long Island.
A proven Brookhaven module is therefore also the reference installation — the operating, permitted, measurable answer every Long Island planning unit will eventually need. That value accrues to Brookhaven: the Town that establishes the manufacturing predicate, the permitting precedent, and the operating record holds the industrial base, the workforce, and the royalty stream first.
Executive Implications — §7
- Brookhaven is not being asked to solve Long Island’s problem. It is being offered the chance to solve its own first, on ground it already controls, with the regional reference position as a consequence rather than a condition.
- The 1983 Law’s town-level planning structure means no county-level actor can impose a regional answer. Each planning unit decides for itself — which is precisely why the first operating installation carries disproportionate weight.
Standard Counterparty Requirements
- Credit floor: BBB–/Baa3 (or local equivalent) minimum at execution and throughout the Term. Applies at execution and throughout the Term.
- Tax abatement commitment: Counterparty commits to manufacturing-classification tax abatements applicable to NAICS 31–33 for the ACM facility, or PILOT equivalent where applicable under local statute.
- Symmetric Take-or-Pay: Both parties bound to the bilateral obligation under CSA §4B.5.
Data Basis
- Town population — 489,810
- VERIFIED. U.S. Census Bureau QuickFacts, Brookhaven town, Suffolk County, New York (PST045225), 2024.
- Addressable feedstock — ~1,102 TPD (~402,000 tons/year)
- ESTIMATED. Derived: 489,810 people × 4.5 lb/person/day ÷ 2,000. The per-capita rate is a Long Island regional average (Long Island Regional Planning Council). The Town does not publish a town-wide MSW generation figure. A Deployment Study must verify against Town and hauler-specific manifests before any binding CSA economics.
- Long Island Landfill Law — 1983
- VERIFIED. Enacted following EPA sole-source aquifer designation and landfill leachate contamination risk. Banned new landfills; ordered closure of all but two by 1989; municipal solid waste landfilling on Long Island ended 1990. Established the 13 towns + 2 cities as the individual waste-planning units.
- Brookhaven Landfill
- VERIFIED. 350 Horseblock Road, Yaphank; a roughly 500-acre Town-owned waste-management complex at Yaphank, within which the landfill cells sit; Town-owned; opened 1974. Published cell acreages conflict across public sources and none is presented here as settled. Permit expires 11 July 2026, with extension to 2027–2028 sought. C&D acceptance ended at the close of 2024. Recent C&D tonnage ~600,000 (2022) and ~470,000 (2023); ash ~350,000 tons/year.
- “Ash for Trash” arrangement
- VERIFIED. Town MSW is sent to the Covanta Hempstead waste-to-energy facility for combustion; the resulting ash returns to Yaphank for landfilling. This is a capacity swap, not a simple per-ton cash transaction.
- Current per-ton disposal cost
- NOT ESTABLISHED. No public source states a specific current per-ton disposal cost paid by the Town or its constituent villages, so a directly comparable Fully Weighted Disposal Cost could not be locked from public sources alone.
- Regional export response
- VERIFIED. Rail export off Long Island via the Winters Rail Terminal (adjacent to the landfill site) and a second terminal project at Kings Park; estimated combined transfer capacity ~6,000 TPD. All ten Suffolk Town Supervisors and the County Executive have endorsed rail as the one clear solution.
- Beneficiation Fee (TMC Fee) — $100.00/ton Year 1
- ILLUSTRATIVE modelling basis, set at the standard CSA Beneficiation Fee midpoint pending Deployment Study cost-baseline confirmation. The fee itself is set at Term Sheet.
- Beneficiation Fee escalation — 2.5%/yr compounding
- LOCKED. Carbotura standard CSA parameter, from the COD anniversary.
- Circular Royalty™ formula
- LOCKED. Circular Royalty™ per ton in Year n = that year’s Multiplier × that same year’s escalated Beneficiation Fee. Multiplier: 120% Year 1 → 150% Year 31, +1 percentage point per year, uncapped.
- Royalty timing
- LOCKED. Payments begin 13 months after Carbotura’s receipt of the first Beneficiation Fee payment (CSA Art. 1.5), rolling monthly thereafter.
- Employment — 50 direct FTE per 100 TPD
- Carbotura standard deployment model. Phase Initial ~200 FTE; Phase Expanded ~600 FTE. ESTIMATED.
- Carbon — 0.45 tCO₂e displaced per tonne processed
- Carbotura baseline. Phase Initial ~65,700 tCO₂e/yr; Phase Expanded ~197,100 tCO₂e/yr. ESTIMATED.
- Candidate area and coordinates
- PROVISIONAL. Yaphank / Horseblock Road corridor. Approximate centroid 40.8987, −72.9026 — ESTIMATED, not a confirmed site coordinate. Specific parcel selection pending Joint Working Group site investigation.
- Corrective measures process
- VERIFIED. NYSDEC Division of Materials Management Region 1 letter to the Town of Brookhaven Department of Recycling and Sustainable Materials Management, 5 August 2026, RE: Town of Brookhaven Landfill — Corrective Measures, Draft Corrective Measures Report Comments. Draft Report dated May 2026 returned unapproved for non-compliance with 6 NYCRR Part 363-10.1(b); 40 technical comments in Appendix 1; revised draft due within 90 days (on or about 3 November 2026). Five measures under evaluation. Contaminants of concern: PFAS and 1,4-dioxane. The Town, not DEC, selects the measure.
- Site scale — Yaphank complex
- Architect-confirmed. A roughly 500-acre Town-owned waste-management complex at Yaphank, within which the landfill cells sit. Published cell acreages conflict across public sources (different boundaries measured) and no cell figure is presented as settled. The Yaphank Fuel Cell Park operates at the site; Carbotura has no relationship to it and does not sell power.
- Exogenesis™™ Royalty — $50.00/ton
- LOCKED (canonical). Legacy Remediation Royalty on legacy landfill mass extracted and processed via Exogenesis™™; 1.0%/yr escalation from Year 2 of extraction; first payment 13 months after first extraction; concurrent with the Circular Royalty™. CERCLA floor $25.00/ton only where a Phase II ESA reveals prior-operator CERCLA-designated contamination. Step-up to $75.00/ton if the 7-year long-stop is missed. Deploys 3–7 years post-COD. No legacy-mass tonnage or dollar total is stated; in-place mass requires a Deployment Study and Phase II ESA.
- Permitting authorities
- VERIFIED. NYSDEC Region 1 (6 NYCRR Part 360 series); Town of Brookhaven (local siting/zoning); Suffolk County (health and environmental review coordination).
- Regional population figures
- VERIFIED. Suffolk County ~1.55 million (2025); Nassau County 1,389,591; combined ~2.94 million.
Selective Glossary
- Advanced Circular Manufacturing (ACM)
- Carbotura’s manufacturing platform. Converts manufacturing feedstock into synthetic graphite, graphene compounds, and recovered minerals, plus net-positive ultrapure water, through elemental dissociation.
- Beneficiation Fee (TMC Fee)
- Per-ton fee paid by the Town of Brookhaven to Carbotura for receipt and conversion of manufacturing feedstock. Also referenced as the Total Material Conversion Fee. Modelled at $100.00/ton Year 1; escalates 2.5%/yr from the COD anniversary.
- Build-Own-Operate (BOO)
- Carbotura’s deployment model. Carbotura finances, manufactures, deploys, owns, and operates all ACM modules through the full CSA term. No public capital required.
- Circular Royalty™
- Per-ton royalty paid by Carbotura to the Town of Brookhaven, beginning 13 months after Carbotura’s receipt of the first Beneficiation Fee payment. Year n per ton = that year’s Multiplier × that same year’s escalated Beneficiation Fee.
- Circular Supply Agreement (CSA)
- Long-form commercial agreement governing ACM deployment, feedstock delivery, Beneficiation Fee, and Circular Royalty™. Minimum 30 years from COD; perpetual continuation absent a Non-Renewal Notice.
- Design for Manufacturability (DFM)
- The deployment model. ACM modules are manufactured products replicated for capacity, specified a priori through multiphysics simulation — not one-off engineered projects.
- Elemental dissociation
- The ACM conversion mechanism. Operates in an anoxic, oxygen-free, sub-atmospheric environment, mechanistically incompatible with combustion or biological degradation.
- Exogenesis™™ Royalty (Legacy Remediation Royalty)
- An optional CSA add-on applicable to legacy landfill mass extracted and processed via Exogenesis™™, stacking alongside the Circular Royalty™ where a qualifying legacy asset is in scope. $50.00 per ton of legacy mass extracted and processed, escalating 1.0% per annum from Year 2 of extraction; first payment 13 months after first Exogenesis™™ extraction of legacy material. Subject to a Deployment Study and Phase II Environmental Site Assessment. Exogenesis™™ deploys on qualifying legacy-landfill sites on Carbotura schedule, 3–7 years post-COD.
- Long Island Landfill Law (1983)
- New York State law enacted after landfill leachate was found in the region’s sole-source aquifer. Banned new Long Island landfills, closed all but two by 1989, and left the 13 towns and 2 cities as the individual waste-planning units.
- Corrective Measures Report
- The report through which the Town of Brookhaven evaluates and selects a corrective measure for the Brookhaven Landfill under 6 NYCRR Part 363-10.1. A draft dated May 2026 was returned unapproved by NYSDEC on 5 August 2026 with 40 technical comments; a revised draft is due on or about 3 November 2026. Under Part 363-10.1(b), the Town — not the Department — selects the measure.
- Regulatory Predicate Transition (RPT)
- The coordinated shift from disposal-predicate statutes onto manufacturing-predicate classifications — the dewaste pathway. A pathway to be pursued jointly, not an accomplished classification.
- Separate Transaction Principle
- The Beneficiation Fee and the Circular Royalty™ are independent transactions, reported as distinct line items and never combined or netted in any table, chart, or statement.
- Time-Zero (T0)
- Reference date for all deployment timeline calculations. Corresponds to LOI/MOU execution.