Hudson Valley landscape

Private draft for UCRRA stakeholders

Board-ready deal support

Independent negotiation support for UCRRA’s Global NRG procurement (MSW sortation + THP + AD). Option A delivers a board-ready question bank, a red-flag clause memo, and decision gates in 10–14 days.

Review options
Purpose

Why Hudson Valley Biogas exists

UCRRA is making a 20-year decision in a fast-changing world. Our job is to reduce surprises and protect public trust.

Why this work matters

Waste systems hide costs, downtime, contamination, and community pushback. Undefined rules turn into budget and trust shocks.

  • Predictability: fewer pass-through costs and fewer "gotchas."
  • Defensibility: clear reporting rights and decision triggers.
  • Trust: a plain-language story the public can verify.

What UCRRA gets

  • Clause responsibilities that tie owners to outcomes.
  • Clear residuals and digestate accountability lines.
  • Decision gates that focus on PFAS, residuals, and downtime risk.
  • Procurement-friendly stopping rules for emerging options.

Shared context from our call

  • Project is moving into contract talks after the RFP selection.
  • Cost per ton tops landfill today, but predictability is the priority.
  • Financing needs roughly 100k tons/year plus a plan if tonnage drops.
  • Digestate is the hard question; land application is not assumed revenue.
  • PFAS is both a future regulation and a current trust issue.
  • Lithium-ion battery fires are a real operational hazard for sort lines.
  • Interest in Phase 2 is held until real mass-balance data exists.
Board decision support

Help the board decide

UCRRA earns trust through good questions, clear responsibility, and clean reporting. We build that support so the board can decide with confidence.

1) Contract leverage

A focused question set that targets the clauses that create budget surprises.

  • Put-or-pay and shortfall rules
  • Residual and digestate responsibility
  • Downtime, diversion, and remedies
  • Reporting rights and performance definitions

2) Cost control levers

Systems thinking around where costs climb and how to cap them early.

  • Residual disposal escalation risk
  • Unplanned downtime landfill diversion costs
  • Feedstock resilience to protect financing
  • Financing substitutions that reduce $/ton

3) Public trust + EJ

Keep the story grounded: health, safety, and local benefits.

  • PFAS-forward governance and testing triggers
  • Safety controls for battery fire risk
  • Local ecological restoration (water chestnut removal)
  • CLCPA-aligned benefits framing
Negotiation questions

Question bank (preview)

This is the starter set. In the sprint we make it board-ready with owners, required answers, and clause triggers.

A) Feedstock and guarantees
  • Of the 100,000 tons/year target, what tonnage is truly "acceptable" once bulky/unacceptable items are excluded?
  • Are guarantees total-only, or do they apply to specific stages (sortation vs THP vs AD)?
  • If Ulster is under the target, what is the contract mechanism to fill the delta (regional partners, substitutions, other feedstocks)?
  • Who is operationally responsible for keeping "unacceptable" materials (batteries, HHW, medical waste) out of the line?
B) Residuals and cost owner
  • What is the expected residual % at start-up vs year 5 vs year 15?
  • Where does residual go, and what unit costs are assumed (transport + landfill + escalation)?
  • If residual rises (wetter waste, market shifts, sorting drift), who pays?
  • What is defined as "performance failure," and what credits/penalties follow?
C) Digestate and PFAS controls
  • What is the estimated annual digestate tonnage (wet) and target % solids after dewatering?
  • What is the testing panel (PFAS suite, metals, pathogens), frequency, thresholds, and decision triggers?
  • If standards tighten or public acceptance drops, what is the clean off-ramp (alternate outlet, ADC, offsite treatment) and who pays?
  • Is there a digestate chain-of-custody and reporting requirement UCRRA can defend publicly?
D) Downtime and remedies
  • If the transfer station shuts for 1–3 days, what is the operational impact and contingency plan?
  • What are planned shutdown intervals and how is redundancy handled?
  • If the line is down, who covers diversion + transport + disposal for the backlog?
  • Are there step-in rights, cure periods, and clear remedies if performance degrades?
E) Battery fire controls
  • Where is battery risk addressed (inbound controls, pre-sort, optical/AI detection, manual pull lines)?
  • Who owns responsibility if current inbound systems are not sufficient?
  • What is the emergency response plan (fire suppression, isolation zones, downtime assumptions, insurance implications)?
  • Would Global NRG accept a bolt-on battery detection vendor, and how is responsibility allocated?
F) Economics and RNG offtake
  • What assumptions are baked into RNG value (offtake structure, credits, price floors)?
  • Is the per-ton fee inclusive of residual disposal, digestate handling, and O&M, or are there pass-throughs?
  • What happens in the model if tonnage drops, residual rises, or gas/credit prices fall?
Engagement options

A proposal menu that fits public procurement

No expanding scope monster. Each option is deliverable-based. "Phase 2" items are clearly optional and only pursued if useful.

Option A

Negotiation Sprint

Best for: immediate leverage during active negotiations.

Timeline: 10–14 days

Deliverables

  • Board-ready negotiation question bank
  • Red flags + protections memo (short, practical)
  • Two working sessions to prep the next negotiation round
  • "What we need / what we got" tracker so nothing disappears

Inputs needed

  • Draft term sheet / negotiation draft (any version)
  • Global NRG process overview (flow + assumptions)
  • Latest waste characterization summary
  • Board priorities and sensitivities

Not-to-exceed fee: $TBD

Stop rule: After the first working session, if clarity hasn't improved materially, we pause and regroup.

Out of scope

  • Procurement management beyond advisory
  • Operational delivery or capital implementation

Option B:

Deal Safety + Systems Roadmap

Best for: deeper diligence without changing the base project.

Timeline: 3–4 weeks

Deliverables

  • Everything in Option A
  • Living risk register (ranked, owned, refreshed weekly)
  • Residual/digestate decision map with clear "must be true" assumptions
  • Operational reporting rights checklist
  • Controlled "Phase 2" evaluation window language

Inputs needed

  • Access to the same documents listed above
  • Current or draft risk register
  • Residual and digestate estimates
  • Operational reporting samples (logs, dashboards)

Not-to-exceed fee: $TBD

Stop rule: Pause if deeper diligence requires scope beyond the base project.

Out of scope

  • Permitting, construction, or large-capital decisions
  • Vendor selection and procurement management

Option C:

Owner's Rep / Innovation Advisor

Best for: continuity through negotiation and early implementation.

Timeline: Rolling monthly advisory

Deliverables

  • Weekly steering call
  • Async document review and notes
  • Risk register upkeep
  • Vendor/technology evaluation support
  • "What matters this week" brief

Inputs needed

  • Latest iteration of the risk register
  • Current negotiation materials
  • Operational reports + deviation logs
  • Board briefing notes or priority list

Not-to-exceed fee: $TBD

Stop rule: Realign if monthly advisory starts covering execution work outside the agreed cadence.

Out of scope

  • Capital procurement or construction oversight
  • Final legal drafting (counsel handles)
Technology and systems

Phase 2 options (optional)

These do not change today's base deal. We treat them as measured upgrades once real mass-balance data exists.

1) Feedstock resilience

Protect the financing story if MSW tonnage drifts. Explore compatible supplemental feedstocks that improve stability.

  • Regional partners (clear routing rules)
  • Organics add-ons (if compatible)
  • Invasive biomass (water chestnut) as a seasonal supplement and public win

2) PFAS-forward pathway planning

PFAS is not a slogan. It is governance. Build testing triggers and off-ramps that survive future regulation and public scrutiny.

  • Digestate testing protocol and decision tree
  • Leachate/biosolids interface questions (future optionality)
  • Thermal treatment as a candidate pathway (only after decision gates)

3) Battery fire risk controls

Reduce the "MRF fire" headline risk. Clarify responsibilities and evaluate detection controls that fit procurement reality.

  • Inbound controls + signage + enforcement design
  • Detection options (optical/AI + manual pull integration)
  • Incident response + downtime cost allocation

A practical Phase 2 sequence (the "no magic" version)

  • Measure first: confirm digestate quantity, % solids, and contaminant panels.
  • Reduce hauling pain: dewater where it makes sense (split cake + centrate).
  • Use available heat: only then assess drying/thermal options.
  • Decide with gates: permitting, energy balance, off-gas handling, and end-market defensibility.
Community support

EJ + CLCPA: earn trust with facts

UCRRA will face scrutiny. That is normal. We respond with a clear benefits story that is measurable and local.

What to emphasize (plain language)

  • Predictable costs: a hedge against landfill volatility.
  • Less risk, more transparency: testing triggers and reporting rights built into the contract.
  • Cleaner waterways: invasive water chestnut removal can be part of a visible local benefit plan.
  • Disadvantaged Community benefits: position workforce, pollution reduction, and local improvements as explicit benefits targets.
Optional deliverable: a one-page "Board + Public Meeting" narrative that aligns the project's benefits with UCRRA's duty of care. (No spin. Just clear facts and guardrails.)
Kickoff

Kickoff: what we need

Even incomplete documents are fine. We start with what exists. The sprint is designed to reduce burden, not add it.

  • Draft term sheet / negotiation draft (any version you have)
  • Global NRG process overview (flow + assumptions, even high-level)
  • Latest waste characterization summary (and any updated tonnage trend)
  • Any early digestate estimate (tons/year + % solids), once available
  • Board priorities and sensitivities (what must be protected)

Recommended next step

Pick the smallest step that creates leverage. Most teams start with Option A. If it proves useful, we add Option B or a monthly advisory without rework.

Email Nick

Note: This is technical diligence and negotiation support. Counsel integrates final legal language.

Resources

Supporting pages and references

These links provide context on the broader circular systems approach, UCRRA site framing, and invasive biomass feedstocks.

UCRRA site proposal (Circular Systems page) Background framing and system-level opportunities for Ulster County. Circular Biogas Systems report The source report that maps the broader circular infrastructure strategy. Invasive biomass feedstocks: Water chestnut Why invasive biomass collection can be a local ecological and community benefit. CLCPA policy brief Translate CLCPA targets into measurable emissions + justice wins for UCRRA's pilots. Environmental justice policy brief Frame CLCPA alignment with EJ safeguards and community benefits. Biosolids safety brief Biosolids handling controls, monitoring, and permit-ready documentation.