Oʻahu’s Waimānalo Gulch Sanitary Landfill (WGSL) is under a binding Hawaiʻi Land Use Commission Decision & Order requiring full operational cessation by March 2, 2028. Approximately 880 TPD of manufacturing feedstock flows to WGSL with no contracted alternative destination. The City identified Makaiwa Hills as the only viable replacement in December 2024, but that expansion requires contested Act 73 amendments, a full EIS, and construction — a minimum 4–6 year process unresolvable by 2028.
Carbotura’s Circular Supply Agreement converts the WGSL-bound feedstock stream into a manufacturing supply relationship at zero City & County capital. The CSA is executed as a single structure. The election is irrevocable.
CSA Structure
- Beneficiation Fee: $100/ton Year 1 · +2.5%/yr escalator → Carbotura
- Circular Royalty™: 120% of Year 1 Beneficiation Fee base, +1 pp/yr on multiplier ← Carbotura
- Royalty commencement: 13 months after corresponding Beneficiation Fee payment (rolling monthly)
- Year 2: $120/ton → $8.76M/yr at 200 TPD MOD
- Year 30: $295/ton → $21.6M/yr at 200 TPD MOD
- 18-month Parent Performance Guarantee on all City-facing obligations
- BBB–/Baa3 credit required · City retains land
- 30-year CSA term · perpetual continuation language
WGSL (92-460 Farrington Hwy, Kapolei; LUC closure 2028-03-02) is confirmed as a qualifying asset for the Exogenesis™ Royalty. The Exogenesis™ Royalty is an independent payment stream for legacy material extraction — it stacks on the CSA with no incremental outflow, at $50/ton of WGSL mass extracted by the Exogenesis™ Protocol, +1%/yr compound.
This election is a structured option for discussion at engagement stage — not a commitment. Activation requires: (1) Waste Characterization Study confirming WGSL extractable mass economics; (2) qualifying asset confirmation at CSA execution; (3) mutual agreement. Where elected, the GASB 18 post-closure care liability for WGSL transfers to Carbotura at CSA execution, extinguishing the City’s balance sheet exposure. Carbotura provides EIL, PLL, and a Post-Closure Performance Bond.
Subject to Waste Characterization StudyFiscal Breakdown — Circular Royalty™
the CSA carries a pre-royalty cost period in Year 1. The Circular Royalty™ is designed to exceed the Beneficiation Fee on a per-ton basis from Year 2 onward. Both are independent transactions — the Separate Transaction Principle applies.
Fiscal Breakdown —
The. Consideration is the.
The Exogenesis™ Royalty is available under the CSA. All royalty streams are independent transactions shown gross — never netted, offset, or combined.
+ Exogenesis™ Royalty (pending Waste Characterization Study) is recommended. Rationale: (1) WGSL and H-POWER are co-located at Campbell Industrial Park — the positions the ACM site at the primary feedstock convergence point at zero cash consideration; (2) GASB 18 post-closure liability extinguished at execution; (3) Dual royalty streams when Exogenesis™ is activated. the CSA remains fully available — it produces $295/ton at Year 30 vs. $132/ton under the CSA, a material per-ton advantage at the cost of the Year 1 Beneficiation Fee outflow.
Common Parameters — Both Elections
What Delay Costs
The LUC Decision & Order (November 1, 2019; SUP SP09-4031) states WGSL “shall not accept any form of waste after March 2, 2028.” This is an enforceable court order. Every quarter of delay past mid-2026 shifts Phase Initial COD by one quarter, directly reducing the probability of continuous coverage at the March 2028 closure. The T0 deadline applies equally to the CSA.
If T0 slips to Q4 2026, Phase Initial COD moves to Q3–Q4 2028. At 880 TPD, a 6-month uncovered gap costs approximately $16M in off-island shipping ($99/ton verified) before any LUC enforcement action. The Waste Characterization Study for Exogenesis™ Royalty eligibility runs concurrently with the Joint Working Group phase at no additional time cost.
Key data sources: LUC D&O (November 1, 2019; SUP SP09-4031) · City & County ENV Rates and Data (2023) · ENV Landfill Siting Status (April 2026) · Honolulu Civil Beat (H-POWER tipping fee, 2020). Financial projections: Carbotura Circular Advantage modeling (RC3 baseline, standard contractual parameters).