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HomeMy WebLinkAboutResolution - 889 - Lease Agreement - CDTC - CO2 Removal Facility, Holly Ave Power Station - 08_13_1981� DWR:da RESOLUTION 889 - 8/13/81 PSG RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Lease Agreement between the City of Lubbock and Carbon Dioxide Technology Corporation attached herewith which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 13.th day of p„g„Sr ,1981. i _Zl o J_V/ BIbT McALISTER, MAYOR ATTEST: - Evelyn Gaf_ga, City Frecr4fto -Treasurer APPROVED ASTOCONTENT: Carroll McDonald, Director of Electric Utilities APPROVED AS TO FORM: 'A David W. Reagan, Asa sta City Attorney ' RL(15iERAl to ID � 1� THE STATE OF TEXAS COUNTY OF LUBBOCK I' e � P4.,p 46 Niv�nxj )21461 J f LEASE AGREEMENT 23884 RESOLUTION #889 - 8/13/81 (;ITV S-rRET4RYJREASURER THIS LEASE AGREEMENT made this 13th day of August , 1981, between the City of Lubbock, Texas, a home rule municipal corporation (here- inafter referred to as "Lessor"), and Carbon Dioxide Technology Corporation, a Texas corporation having its principal office at 11211 Katy Freeway, Suite 320, Houston, Texas (hereinafter referred to as "Lessee"), do hereby covenant and agree as follows: WHEREAS, on the 25th day of September, 1980, Lessor and Lessee entered into a contract whereby Lessor agreed to sell and Lessee agreed to buy the carbon dioxide which Lessee recovered from the stack gases produced at Lessor's Holly Avenue Power Station; and WHEREAS, in the above mentioned contract Lessee agreed to construct and operate a facility for the removal of carbon dioxide from the stack gases produced at Lessor's Holly Avenue Power Station; and WHEREAS, in the above mentioned contract Lessor agreed to lease to Lessee a tract of land adjacent to Lessor's boilers at its Holly Avenue Power Station for the construction, maintenance and operation of Lessee's facility. NOW THEREFORE, the Lessor and the Lessee do mutually agree as follows: I. For and in consideration of the rent hereinafter specified to be paid by Lessee, and the covenants and agreements hereinafter contained, to be kept and performed by Lessee, Lessor does hereby demise, lease and let unto Lessee certain property consisting of approximately 3 acres in Lubbock County, Texas, described in Exhibit A, and shown outlined in red on the print marked Exhibit B, both of which exhibits are attached hereto and by this reference incorporated herein for all purposes as if here set forth at length. II. The term of this lease shall be 16 years, beginning on the day of A L) no ST 1981, and ending on the 1 3-t = day of R Lka 1997. If Lessee holds possession of the premises after the term of this lease, Lessee shall become a tenant from year to year under the provisions 4' . herein provided. Either the Lesso?_,or the Lessee may terminate this lease effective as of the end of the term of this lease or as of the end of any [ VOL 1 54 PACE 889 POL 1754PACE 890 subsequent year by giving the other party not less than one hundred eighty (180) days prior written notice thereof before the end of such subsequent year. In the event that Lessor's current production of stack gases at its Holly Avenue Power Station is substantially curtailed or discontinued for any reason, including but not limited to compliance with state or federal legislation, either party shall be entitled to terminate this lease upon thirty (30) days written notice to the other party. Further, this lease shall also terminate should that contract described above and dated September 25, 1980, whereby Lessor agreed to sell and Lessee agreed to buy the carbon dioxide recovered from Lessor's stack gases, be cancelled or terminated for any reason. Lessee covenants and agrees to pay to Lessor as rent for the said property the sum of FORTY THOUSAND DOLLARS ($40,000.00), for the full term hereof, which rental shall be paid in installments as follows: TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) upon execution of this lease, and TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) on the 13th day of August of each and every year thereafter until the termination of this lease, without delay, deduction or default. The parties hereto mutually agree that the rental rate will be adjusted upward or downward for each year beginning January 1, 1983, in direct pro- portion to the fluctuation in the U.S. Department of Labor, Bureau of Labor Statistics Cost of Living Index. For the purpose of computing all adjustments, the Bureau of Labor Statistics Cost of Living Index as of January 1, 1981, shall be construed as the base period. IV. Lessee may, at Lessee's sole cost and expense, construct facilities on the property necessary for the removing, extracting and refining of the carbon dioxide in the stack gases produced from the Holly Avenue Power Station. V. Neither the leased property nor any portion thereof shall be sublet, nor shall this lease, or any interest therein be assigned, hypothecated or mort- gaged by Lessee, and any attempted assignment, subletting, hypothecation or mortgaging of this lease shall be of no force or effect, and shall confer no rights upon any assignee, sublessee, mortgagee or pledgee. -2- In the event that Lessee shall become incompetent, bankrupt, or insolvent, or should a guardian, trustee, or receiver be appointed to administer Lessee's business or affairs, neither this lease nor any interest herein shall become an asset of such guardian, trustee or receiver, and in the event of the appoint- ment of any such guardian, trustee, or receiver, this lease shall immediately terminate and end. VI. In addition to the rents above specified, Lessee shall obtain all permits and licenses required by any and all laws of any federal, state or other govern- mental agency and the ordinances of the City of Lubbock, Texas, and pay all fees therefor. VII. Lessee agrees to pay all property taxes assessed against or on any or all of the property leased herein; and Lessee agrees to pay all property taxes assessed against or on any and all improvements made by Lessee on the property leased herein. If the property or the improvements are deemed by law exempt from such property taxes, then in such event Lessee shall pay to Lessor in lieu of such taxes an amount equal to the property taxes which would be assessed by the City of Lubbock, Texas. VIll. Prior to Lessee's commencing any construction on the property leased herein, Lessee must deliver detailed plans and specifications of such con- struction to Lessor and obtain Lessor's approval of such plans and specifi- cations. Lessee further agrees that after construction of Lessee's facilities is completed, Lessee will deliver to Lessor detailed drawings of Lessee's facilities as built. If Lessee determines that it is in its best interest to contract out any phase of the construction of Lessee's recovery plant and facilities, then in such event Lessor retains the right to approve any such contract prior to its execution. IX. During construction of the Lessee's facilities, Lessee will take extra- ordinary care to insure that no damage occurs to Lessor's property, including any and all structures, and in the event that any such damage does occur, whether through acts of negligence on the part of Lessee, its agents and/or employees, or otherwise, Lessee shall restore said damaged property and structure to the same condition as existed prior to the damage, at Lessee's sole cost and expense. -3- PAGE 091 VOL 1 t 54 PACE 8921 X. Lessee agrees to indemnify Lessor against, and save Lessor harmless from any and all claims and demands which are asserted or established against Lessor, its successors or assigns which are based upon or arise out of any loss or damages suffered by Lessor arising out of the activities of Lessee as contem- plated by this Agreement. Lessor agrees to indemnify Lessee against, and save Lessee harmless from any and all claims or demands which are asserted or estab- lished against Lessee, its successors or assigns which are based upon or arise out of any activites of Lessor. Lessee agrees to indemnify Lessor against any and all costs which Lessor may incur as a result of Lessee's recovery operation, including but not limited to: additional fuel costs, damage to Lessor's equipment, escalated wear and tear on Lessor's equipment, and expense for re -locating underground water lines. XI. Lessee covenants and agrees to carry and maintain in force adequate insurance to insure Lessor from damage to person or property as a result of Lessee's construction of its facilities, including but not limited to damage resulting from acts or omissions, negligent or otherwise, of the Lessee or any of its agents, employees, or other persons; Lessee further agrees to carry and maintain in force, at all times during the term of this lease, a policy or policies of fire insurance in an amount equal to the full insurable replacement value of Lessee's improvements on the demised premises, and Lessee further agrees to indemnify and hold Lessor harmless for any damage resulting to person or property as a result of any fire originating on the demised premises or Lessee's improvements thereon; Lessee further agrees to carry and maintain in full force and effect all insurance policies set forth in the above mentioned original contract between Lessor and Lessee. XII. In the event that Lessee's facilities placed on the leased property are substantially damaged or destroyed by fire, windstorm or the act of God or a public enemy, Lessee may, at its election, terminate this lease in which event Lessee shall not be under any liability for the payment of rent for any period of time subsequent to the date upon which such damage or destruction occurred and the rent shall be prorated for the particular year in which the destruction occurred. If Lessee elects to rebuild or repair its facilities, Lessee shall -4- do so without unnecessary delay and shall complete all rebuilding and repairing within eighteen (18) months from the date of such damage or destruction. XIII. Lessor does hereby grant to Lessee the right, privilege, and license to use a portion of Lessor's property, including a portion of Lessor's Holly Avenue Power Station, for construction of a duct connecting Lessee's facility with said Power Station for the removal of carbon dioxide from the stack gases produced at Lessor's Power Station, the exact location of which will be des- ignated by Lessor; the term of this grant shall be for the period during which this lease remains in effect, provided, however, that in the event of any necessary repairs to Lessor's Power Station, or in the event of any emergency, Lessor may compel Lessee to remove said duct, and Lessee shall immediately so remove, at Lessee's sole cost and expense, but upon termination of any such repairs or emergency, Lessee will reconstruct said duct, at Lessee's sole cost and expense; provided further that if Lessee should fail to remove said duct as requested by Lessor, Lessor may remove said duct at Lessee's sole cost and expense. XIV. Lessor agrees to provide to Lessee, at a rental value of AS000 % De, UC­r , a portion of Lessor's property, consisting of approximately six acres, adjacent to the leased premises made the subject of this lease agreement, for the limit- ed purpose of usage as a storage area for Lessee's construction materials and equipment, and for no other purpose; the boundary of the above mentioned storage area has been designated by Lessor and delineated in red ink on the diagram attached hereto as Exhibit B ; it is further agreed that Lessee will construct and maintain a temporary fence bordering the said designated area. It is further agreed that the rental period for such designated adjacent area shall last only for the period reasonable and necessary to complete construction of Lessee's Recovery Plant, but shall in no event exceed a period of 24 months. XV. Lessee shall not attach, affix, locate or permit to be attached, affixed, or located upon the leased property outside of Lessee's facilities or which can be seen from the outside of Lessee's facilities any signs or other similar advertising device without first having obtained the written consent of Lessor. VOL1754 PAcE 893 -5- [ VOL1754 PAGE 894 XVI In any of the following events Lessor, at any time hereafter, shall have the right at Lessor's election immediately to terminate this lease and agree- ment: (a) In the event Lessee shall fail to pay the rent in the amounts and at the times and in the manner herein provided and such failure shall continue for thirty (30) or more days after written notice thereof shall have been given to Lessee; (b) In the event Lessee shall fail to keep and perform or shall violate the terms, covenants and conditions of this lease and agreement on its part to be kept and performed, and Lessee shall not have cured or corrected such failure or violation within thirty (30) days after written notice thereof shall have been given to Lessee; (c) If the Lessee shall file a voluntary petition of bankruptcy; or, if the proceedings in bankruptcy shall be instituted against it and it is thereafter adjudicated a bankrupt pursuant to such proceedings; or if a court shall take jurisdiction of Lessee and its assets pursuant to proceedings brought under the provisions of any federal reorgani- zation act; or if a receiver for Lessee's assets is appointed; or if Lessee shall be divested of its rights, powers and privileges under this agreement by other operation of law. (d) In the event Lessee shall vacate or abandon said premises, or shall permit the same to remain vacant or unoccupied without the consent of Lessor first had and obtained. (e) In the event Lessee fails to perform or discharge any of the ob- ligations required of Lessee by the contract dated September 25, 1980, between Lessor and Lessee. Lessor shall give written notice to Lessee to correct and cure such de- fault, failure to perform or breach and if, within thirty (30) days from the date of such notice, the default, failure to perform or breach complained of shall not have been corrected in a manner satisfactory to the Lessor, then and in such event, Lessor shall have the right, at once and without further notice to Lessee, to declare this agreement terminated and to enter upon and take full possession of the leased area and, provided further that upon the happening of any one of the contingencies enumerated in Paragraph X, subparagraph (c) hereof, -6- this agreement shall be deemed to be breached by Lessee, and thereupon "ipso facto" and without entry or any other action by Lessor the agreement shall terminate, subject to be reinstated only if such involuntary bankruptcy or insolvency proceedings, petition for organization trusteeship, receivership or other legal act divesting Lessee of its rights under this agreement shall be denied, set aside, vacated or terminated in Lessee's favor within thirty (30) days from the happening of the contingency. Upon the happening of said latter events, this agreement shall be reinstated as if there had been no breach occasioned by the happening of said contingencies, provided that Lessee shall within ten (10) days after the final denial, vacating or setting aside of such petition on the vacating, terminating or setting aside of such appointment, pay or discharge any and all sums of money which may have become due under this agreement in the interim and shall then remain unpaid and shall likewise fully perform and discharge all other obligations which may have accrued and become payable in the interim. XVII. Any waiver or any breach of covenants herein contained to be kept and performed by Lessee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent Lessor from declaring a forfeiture for any succeeding breach either of the same condition or covenant or otherwise. XVIII. All notices or demands necessary or desirable under the provisions of this lease for Lessee to give to or serve upon Lessor shall be addressed as follows: City of Lubbock Attention: Carroll McDonald 916 Texas Avenue P.O. Box 2000 Lubbock, Texas 79457 and all notices or demands necessary or desirable under the provisions of this lease for Lessor to give to or serve upon Lessee shall be addressed as follows: Carbon Dioxide Technology Corporation 11211 Katy Freeway, Suite 320 Houston, Texas 77079 All notices to be given by either party to the other party pursuant to any of the terms of the lease shall be forwarded by registered or certified mail, return receipt requested, and shall be deemed to have been given upon the date of the mailing thereof as shown on the post office receipt. Either party may, at any time, direct in writing that particular notices or types of notices be 41 I VOL 1 154 PAGE 896 delivered to specific designees other than those named herein. XIX. It is mutually understood and agreed that nothing contained in this lease and agreement is intended, or shall be construed, as in any wise creating or establishing the relationship of co-partners or joint venturers between the parties hereto or as constituting the Lessee as the agent or representative of the Lessor for any purpose or in any manner whatsoever. KW At the expiration, termination or cancellation of this lease, Lessee shall have a period of one year to remove machinery, fixtures, buildings, and other above and below ground structures placed on the leased property and restore the property to the same condition as existed on said property prior to the entry thereon by Lessee. Should any machinery, fixtures, buildings, and other above and below ground structures not be removed by Lessee within one year after expiration, termination or cancellation of this lease, Lessor may either have the same removed and assess the cost to the Lessee or Lessor may take posses- sion of such machinery, fixtures, buildings and other above and below ground structures and such shall become the property of Lessor for all purposes. XXI. Lessee agrees that it shall keep the leased property and all improvements clean and free of all debris and other waste matter. Lessee shall provide a complete and proper arrangement for the adequate sanitary handling and dis- posal, away from the leased property, of all trash, garbage and other refuse caused as a result of the operation of its business. XXII. Lessor shall have the right at all reasonable times to enter upon the leased property and facilities of Lessee for the purpose of inspecting Lessee's facilities to insure that Lessee's facilities conform to the plans and drawings of Lessee's facilities furnished to Lessor. Lessor shall have the right to enter upon the leased property and facilities of Lessee at any time there exists a condition upon the leased property or facilities of Lessee which -8- endangers the operation of Lessor's Holly Avenue Power Station or any part thereof. In Witness Whereof, the parties have executed this lease agreement this 13th day of August 1981, by their duly authorized officers. LESSOR - Cl F LUBBOCK, TEXAS BY: B L McALISTER, MAYOR 'r ATTEST: Evelyn Ga fga, City e r ry-Treasurer Seal APPR D AS TO CONTENT: Carroll McDonald, Director of Electric Utilities APPROVED AS TO FORM: O _ ICJ David W. Reagan, Assilta;pCity Attorney LESSEE - WN XID TECHNOLOGY CORPORAT -n- BY: W. R. WIGG .NS, JR. President ATTEST: ?7. R. A. Mohun, Vice President QM VOL 897 ( VOL1754 PAGE 898 THE STATE OF TEXAS § COUNTY OF LUBBOCK § BEFORE ME, the undersigned authority, a Notary Public in and for said County, Texas, on this day personally appeared Bill McALISTER, known to me to be the person whose name is subscribed to the foregoing instrument and acknowl- edged to me that he executed the same as the act and deed of the CITY OF LUB- BOCK and as MAYOR, for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1_ day of , 1981. Seat = otary Pub -Vic, Lubbocf County, Texas My Commission Expires MARL' C. GONZALES NOTARY IUBUC, LLM?ROCK COUNTY, TUM THE STATE OF TEXAS § GOMMISSLON EXPpt $; COUNTY OF LUBBOCK § BEFORE ME, the undersigned authority, a Notary Public in and for said County, Texas, on this day personally appeared W.R. WIGGINS, JR., PRESIDENT of CARBON DIOXIDE TECHNOLOGY CORPORATION, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he ex- ecuted the same as the act and deed of CARBON DIOXIDE TECHNOLOGY CORPORATION, for the purposes and consideration therein expressed and in the capacity there- in stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this __L,$_ day of , 1981. - _ Seal Notary Public, 'Texas STWIZ 6 My Commission Expires ,2�/7 !$ S EXHIBIT "A" FIELD NOTES OF A 3.000 ACRE TRACT OUT OF A 38.58 ACRE TRACT TN SECTION 4. BLOCK S. G.C. 6 S.F. RAILROAD COMPANY, EXHIBIT "A" FIELD NOTES OF A 3.000 ACRE TRACT OUT OF A 38.58 ACRE TRACT IN SECTION 4, BLOCK S, G.C. & S.F. RAILROAD COMPANY, LUBBOCK COUNTY, TEXAS A tract of land containing 3.000 acres of land out of a 38.58 acre tract out of the Southeast part of Section 4, Block S, Certificate 3/501, G.C. & S.F.R.R. Co., as described in a deed from Joe N. Nislar, et ux and 0. L. Nislar, et ux to the City of Lubbock, in Lubbock County, Texas, dated February 3, 1964, recorded in Volume 979, Page 647 et seq of the deed records of said County. The 3.000 acre tract is hereby described as follows: COMMENCING at a 3/4" iron pipe found in the South line of said Section 4, Block S, for the Southwest corner of said 38.58 acre tract, thence North 890 16' East, along the South line of the 38.58 acre tract, and the South line of Section 4, Block S, a distance of 730.00 feet to a point; thence North 00' 44' West, parallel to the West line of said 38.58 acre tract, a distance of 485.83 feet to an iron rod set for the Southwest and BEGINNING corner of the 3.000 acre tract of land herein described; THENCE North 000 44' West, parallel to the West line of the 38.58 acre tract, a distance of 77.17 feet to an iron rod set at an angle point in the tract herein described; THENCE North 450 44' West, a distance of 45.25 feet to an iron rod set at an angle point in the tract herein described; THENCE North 000 44' West, parallel to the West line of the 38.58 acre tract, a distance of 111.00 feet to an iron pipe set at an re-entrant corner of the tract herein described; THENCE South 890 16' West, parallel to the South line of said 38.58 acre tract, a distance of 96.00 feet to an iron rod set for the most Northern Southwest corner of the tract herein described; THENCE North 000 44' West, parallel to the West line of the 38.58 acre tract, a distance of 121.00 feet to an iron rod set for the most Western Northwest corner of the tract herein described; THENCE North 810 19' 59" East, a distance of 36.47 feet to an iron rod set in the South line of a 35 foot wide tract conveyed by 0. L. and J. N. Nislar to the State of Texas, as a 2.841 acre reserve for future widening of State Highway No. 84, described as Tract No. 1, recorded in Volume 630, Page 89 of the deed records of Lubbock County for the most -Northern Northwest corner of the tract herein described; THENCE South 730 37' East, along the South line of said 2.841 acre tract, a distance of 566.99 feet to an iron rod set for the Northeast corner of the tract herein described; THENCE South 000 44' East, parallel to the West line of said 38.58 acre tract, a distance of 179.33 feet to an iron rod set for the Southeast corner of the tract herein described; THENCE South 890 16' West, parallel to and 485.83 feet North of and at right angles to the South line of the 38.58 acre tract, a distance of 450.00 feet to the Southwest and BEGINNING corner of the 3.000 acre tract herein described. VOL 1 754 RcE 8991 TATF OF TEXAS COUNTY OF LUBBOCK 7} FILED FOR RECORD "Ibwbr -4y 6-"b��t . a d, i "``P"`VIJIM'"'brMmar•+a�e � I- a* p�no..oa R.a. a m. p sty d LUM a r..d b-" by qy $EP SEP Y im Uu= =mnJ T" .d rvOL1754 faOE 9o1 ound` `d N00°44'00"W-/2/.00' I S avo/6'0O'A'- 9di00' N00044'00"W-///.00 3 O A'45e44'00'M- 4.A1?' — O M00044'00"N' -T7. Pit e O 2 � L NC90/6'000E - 730.00' ramp If 3/4' f. P/pe 9 Ai/e LUBBOCK COUNTY, TEXAS G.C. a S. F. R.R. CO. SURVEY SECTION 4, BLOCK S, CERT. 3/501 N A Proposed 3..0000 Aere • Surface Lea+e lYiya SOO°44'O "E- /6'00'W- 4J0.00 39.1E Acn Yo% om, Pops So&fk L/a4 Of SIC//eM 4 d N/SLAR BROTHERS NOTE All Comers On Proposed Surface Lease Are Iron Rods. aEe B9� 1 Hereby Certify That Gro Net Under r My Servq Made OR The Groaed Under My Seperelnea EXHIBIT "BN F. I REVISION OULLETT A ASSOCIATES, INC. NOUSTON,TEXAS i t I _ i( Pout W.'e'leeTa" Registered PuLlm Serveyur No IT COp RECOVERY FACILITY FROM CITY OF LUBBOCK LUBBOCK COUNTY TEXAS care, 8 3• 131 1 B" Ab DATE. I 0 •. o P. 1S,19$� RLSOLUTION #B69 - 8/13/8) LEASE AGREEMENT C1T'' S'CRsV,R1=?7;E,,SJPER THE STATE OF TEXAS 4 COUNTY OF LUBBOCK $ THIS LEASE AGREEMENT made this 13th day of August , 1981, between the City of Lubbock, Texas, a home rule municipal corporation (here- inafter referred to as "Lessor"), and Carbon Dioxide Technology Corporation, a Texas corporation having its principal office at 11211 Katy Freeway, Suite 320, Houston, Texas (hereinafter referred to as "Lessee"), do hereby covenant and agree as follows: WHEREAS, on the 25th day of September, 1980, Lessor and Lessee entered into a contract whereby Lessor agreed to sell and Lessee agreed to buy the carbon dioxide which Lessee recovered from the stack gases produced at Lessor's Holly Avenue Power Station; and WHEREAS, in the above mentioned contract Lessee agreed to construct and operate a facility for the removal of carbon dioxide from the stack gases produced at Lessor's Holly Avenue Power Station; and WHEREAS, in the above mentioned contract Lessor agreed to lease to Lessee a tract of land adjacent to Lessor's boilers at its Holly Avenue Power Station for the construction, maintenance and operation of Lessee's facility. NOW THEREFORE, the Lessor and the Lessee do mutually agree as follows: I. For and in consideration of the rent hereinafter specified to be paid by Lessee, and the covenants and agreements hereinafter contained, to be kept and performed by Lessee, Lessor does hereby demise, lease and let unto Lessee certain property consisting of approximately 3 acres in Lubbock County, Texas, described in Exhibit A, and shown outlined in red on the print marked Exhibit B, both of which exhibits are attached hereto and by this reference incorporated herein for all purposes as if here set forth at length. II. The term of this lease shall be 16 years, beginning on the day o , 1981,.and ending on the day of 1997. If Lessee holds possession of the premises after the term of this lease, Lessee shall become a tenant from year to year under the provisions herein provided. Either the Lessor or the Lessee may terminate this lease effective as of the end of the term of this lease or as of the end of any subsequent year by giving the other party not less than one hundred eighty (180) days prior written notice thereof before the end of such subsequent year. In the event that Lessor's current production of stack gases at its Holly Avenue Power Station is substantially curtailed or discontinued for any reason, including but not limited to compliance with state or federal legislation, either party shall be entitled to terminate this lease upon thirty (30) days written notice to the other party. Further, this lease shall also terminate should that contract described above and dated September 25, 1980, whereby Lessor agreed to sell and Lessee agreed to buy the carbon dioxide recovered from Lessor's stack gases, be cancelled or terminated for any reason. III. Lessee covenants and agrees to pay to Lessor as rent for the said property the sum of FORTY THOUSAND DOLLARS ($40,000.00), for the full term hereof, which rental shall be paid in installments as follows: TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) upon execution of this lease, and TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) on the 13th day of August of each and every year thereafter until the termination of this lease, without delay, deduction or default. The parties hereto mutually agree that the rental rate will be adjusted ' upward or downward for each year beginning January 1, 1983, in direct pro- portion to the fluctuation in the U.S. Department of Labor, Bureau of Labor Statistics Cost of Living Index. For the purpose of computing all adjustments, the Bureau of Labor Statistics Cost of Living Index as of January 1, 1981, shall be construed as the base period. IV. Lessee may, at Lessee's sole cost and expense, construct facilities on the property necessary for the removing, extracting and refining of the carbon dioxide in the stack gases produced from the Holly Avenue Power Station. V. Neither the leased property nor any portion thereof shall be sublet, nor shall this lease, or any interest therein be assigned, hypothecated or mort- gaged by Lessee, and any attempted assignment, subletting, hypothecation or mortgaging of this lease shall be of no force or effect, and shall confer no rights upon any assignee, sublessee, mortgagee or pledgee. -2- In the event that Lessee shall become incompetent, bankrupt, or insolvent, or should a guardian, trustee, or receiver be appointed to administer Lessee's business or affairs, neither this lease nor any interest herein shall become an asset of such guardian, trustee or receiver, and in the event of the appoint- ment of any such guardian, trustee, or receiver, this lease shall immediately terminate and end. VI. In addition to the rents above specified, Lessee shall obtain all permits and licenses required by any and all laws of any federal, state or other govern- mental agency and the ordinances of the City of Lubbock, Texas, and pay all fees therefor. VII. Lessee agrees to pay all property taxes assessed against or on any or all of the property leased herein; and Lessee agrees to pay all property taxes assessed against or on any and all improvements made by Lessee on the property leased herein. If the property or the improvements are deemed by law exempt from such property taxes, then in such event Lessee shall pay to Lessor in lieu of such taxes an amount equal to the property taxes which would be assessed by , the City of Lubbock, Texas. VIII. Prior to Lessee's commencing any construction on the property leased herein, Lessee must deliver detailed plans and specifications of such con- struction to Lessor and obtain Lessor's approval of such plans and specifi- cations. Lessee further agrees that after construction of Lessee's facilities is completed, Lessee will deliver to Lessor detailed drawings of Lessee's facilities as built. If Lessee determines that it is in its best interest to contract out any phase of the construction of Lessee's recovery plant and facilities, then in such event Lessor retains the right to approve any such contract prior to its execution. IX. During construction of the Lessee's facilities, Lessee will take extra- ordinary care to insure that no.damage occurs to Lessor's property, including any and all structures, and in the event that any such damage does occur, whether through acts of negligence on the part of Lessee, its agents and/or employees, or otherwise, Lessee shall restore said damaged property and structure to the same condition as existed prior to the damage, at Lessee's sole cost and expense. -3- X. Lessee agrees to indemnify Lessor against, and save Lessor harmless from any and all claims and demands which are asserted or established against Lessor, its successors or assigns which are based upon or arise out of any loss or damages suffered by Lessor arising out of the activities of Lessee as contem- plated by this Agreement. Lessor agrees to indemnify Lessee against, and save Lessee harmless from any and all claims or demands which are asserted or estab- lished against Lessee, its successors or assigns which are based upon or arise out of any activites of Lessor. Lessee agrees to indemnify Lessor against any and all costs which Lessor may incur as a result of Lessee's recovery operation, including but not limited to: additional fuel costs, damage to Lessor's equipment, escalated wear and tear on Lessor's equipment, and expense for re -locating underground water lines. XI. Lessee covenants and agrees to carry and maintain in force adequate insurance to insure Lessor from damage to person or property as a result of Lessee's construction of its facilities, including but not limited to damage resulting from acts or omissions, negligent or otherwise, of the Lessee or any of its agents, employees, or other persons; Lessee further agrees to carry and maintain in force, at all times during the term of this lease, a policy or policies of fire insurance in an amount equal to the full insurable replacement value of Lessee's improvements on the demised premises, and Lessee further agrees to indemnify and hold Lessor harmless for any damage resulting to person or property as a result of any fire originating on the demised premises or Lessee's improvements thereon; Lessee further agrees to carry and maintain in full force and effect all insurance policies set forth in the above mentioned original contract between Lessor and Lessee. XII. In the event that Lessee's facilities placed on the leased property are substantially damaged or destroyed by fire, windstorm or the act of God or a public enemy, Lessee may, at its election, terminate this lease in which event Lessee shall not be under any liability for the payment of rent for any period of time subsequent to the date upon which such damage or destruction occurred and the rent shall be prorated for the particular year in which the destruction occurred. If Lessee elects to rebuild or repair its facilities, Lessee shall -4- do so without unnecessary delay and shall complete all rebuilding and repairing within eighteen (18) months from the date of such damage or destruction. XIII. Lessor does hereby grant to Lessee the right, privilege, and license to use a portion of Lessor's property, including a portion of Lessor's Holly Avenue Power Station, for construction of a duct connecting Lessee's facility with said Power Station for the removal of carbon dioxide from the stack gases produced at Lessor's Power Station, the exact location of which will be des- ignated by Lessor; the term of this grant shall be for the period during which this lease remains in effect, provided, however, that in the event of any necessary repairs to Lessor's Power Station, or in the event of any emergency, Lessor may compel Lessee to remove said duct, and Lessee shall immediately so remove, at Lessee's sole cost and expense, but upon termination of any such repairs or emergency, Lessee will reconstruct said duct, at Lessee's sole cost and expense; provided further that if Lessee should fail to remove said duct as requested by Lessor, Lessor may remove said duct at Lessee's sole cost and expense. XIV. Lessor agrees to provide to Lessee, at a rental value of 'SODO six P&rr , a portion of Lessor's property, consisting of approximately six acres, adjacent to the leased premises made the subject of this lease agreement, for the limit- ed purpose of usage as a storage area for Lessee's construction materials and equipment, and for no other purpose; the boundary of the above mentioned storage area has been designated by Lessor and delineated in red ink on the diagram attached hereto as ExhibitU ; it is further agreed that Lessee will construct and maintain a temporary fence bordering the said designated area. It is further agreed that the rental period for such designated adjacent area shall last only for the period reasonable and necessary to complete construction of Lessee's Recovery Plant, but shall in no event exceed a period of 24 months. XV. Lessee shall not attach, affix, locate or permit to be attached, affixed, or located upon the leased property outside of Lessee's facilities or which can be seen from the outside of Lessee's facilities any signs or other similar advertising device without first having obtained the written consent of Lessor. -5- XVI. In any of the following events Lessor, at any time hereafter, shall have the right at Lessor's election immediately to terminate this lease and agree- ment: • (a) In the event Lessee shall fail to pay the rent in the amounts and at the times and in the manner herein provided and such failure shall continue for thirty (30) or more days after written notice thereof shall have been given to Lessee; (b) In the event Lessee shall fail to keep and perform or shall violate the terms, covenants and conditions of this lease and agreement on its part to be kept'and performed, and Lessee shall not have cured or corrected such failure or violation within thirty (30) days after written notice thereof shall have been given to Lessee; (c) If the Lessee shall file a voluntary petition of bankruptcy; or, if the proceedings in bankruptcy shall be instituted against it and'it is thereafter adjudicated a bankrupt pursuant to such proceedings; or if a court shall take jurisdiction of Lessee and its assets pursuant to proceedings brought under the provisions of any federal reorgani- zation act; or if a receiver for Lessee's assets is appointed; or if Lessee shall be divested of its rights, powers and privileges under this agreement by other operation of law. (d) In the event Lessee shall vacate or abandon said premises, or shall permit the same to remain vacant or unoccupied without the consent of Lessor first had and obtained. (e) In the event Lessee fails to perform or discharge any of the ob- ligations required of Lessee by the contract dated September 25, 1980, between Lessor and Lessee. Lessor shall give written notice to Lessee to correct and cure such de- fault, failure to perform or breach and if, within thirty (30) days from the date of such notice, the default, failure to perform or breach complained of shall not have been corrected in a manner satisfactory to the Lessor, then and in such event, Lessor shall have the right, at once and without further notice to Lessee, to declare this agreement terminated and to enter upon and take full possession of the leased area and, provided further that upon the happening of any one of the contingencies enumerated in Paragraph X, subparagraph (c) hereof, -6- this agreement shall be deemed to be breached by Lessee, and thereupon "ipso facto" and without entry or any other action by Lessor the agreement shall terminate, subject to be reinstated only if such involuntary bankruptcy or insolvency proceedings, petition for organization trusteeship, receivership or other legal act divesting Lessee of its rights under this agreement shall be denied, set aside, vacated or terminated in Lessee's favor within thirty (30) days from the happening of the contingency. Upon the happening of said latter events, this agreement shall be reinstated as if there had been no breach occasioned by the happening of said contingencies, provided that Lessee shall within ten (10) days after the final denial, vacating or setting aside of such petition on the vacating, terminating or setting aside of such appointment, pay or discharge any and all sums of money which may have become due under this agreement in the interim and shall then remain unpaid and shall likewise fully perform and discharge all other obligations which may have accrued and become payable in the interim. XVII. Any waiver or any breach of covenants herein contained to be kept and c performed by Lessee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent Lessor from declaring a forfeiture for any succeeding breach either of the same condition or covenant or otherwise. XVIII. All notices or demands necessary or desirable under the provisions of this lease for Lessee to give to or serve upon Lessor shall be addressed as follows: City of Lubbock Attention: Carroll McDonald 916 Texas Avenue P.O. Box 2000 Lubbock, Texas 79457 and all notices or demands necessary or desirable under the provisions of this lease for Lessor to give to or serve upon Lessee shall be addressed as follows: Carbon Dioxide Technology Corporation 11211 Katy Freeway, Suite 320 Houston, Texas 77079 All notices to be given by either party to the other party pursuant to any of the terms of the lease shall be forwarded by registered or certified mail, return receipt requested, and shall.be deemed to have been given upon the date of the mailing thereof as shown on the post office receipt. Either party may, at any time, direct in writing that particular notices or types of notices be -7- delivered to specific designees other than those named herein. XIX. It is mutually understood and agreed that nothing contained in this lease and agreement is intended, or shall be construed, as in any wise creating or establishing the relationship of co-partners or joint venturers between the parties hereto or as constituting the Lessee as the agent or representative of the Lessor for any purpose or in any manner whatsoever. Q At the expiration, termination or cancellation of this lease, Lessee shall have a period of one year to remove machinery, fixtures, buildings, and other above and below ground structures placed on the leased property and restore the property to the same condition as existed on said property prior to the entry thereon by Lessee. Should any machinery, fixtures, buildings, and other above and below ground structures not be removed by Lessee within one year after expiration, termination or cancellation of this lease, Lessor may either have ` the same removed and assess the cost to the Lessee or Lessor may take posses- sion of such machinery, fixtures, buildings and other above and below ground structures and such shall become the property of Lessor for all purposes. XXI. Lessee agrees that it shall keep the leased property and all improvements clean and free of all debris and other waste matter. Lessee shall provide a complete and proper arrangement for the adequate sanitary handling and dis- posal, away from the leased property, of all trash, garbage and other refuse caused as a result of the operation of its business. XXII. Lessor shall have the right at all reasonable times to enter upon the leased property and facilities of Lessee for the purpose of inspecting Lessee's facilities to insure that Lessee's facilities conform to the plans and drawings of Lessee's facilities furnished to Lessor. Lessor shall have the right to enter upon the leased property and facilities of Lessee at any time there exists a condition upon the leased property or facilities of Lessee which -8- endangers the operation of Lessor's Holly Avenue Power Station or any part thereof. In Witness Whereof, the parties have executed this lease agreement this 13th day of August , 1981, by their duly authorized officers. LESSOR - CI F LUBBOCK, TEXAS BY: 1 BILL McALISTER, MAYOR ATTEST: Evelyn Gaffga; City"Seft�5iry-Treasurer APPR D AS TO CONTENT: Carroll McDonald, Director of Electric Utilities APPROYFD AS TO �FORM: David W. Reagan, Assi tan ity Attorney ATTEST: R7. R. A. Mohun, Vice President LESSEE - CARBON XID CORPORAT ON BY W. R. WIGG NS, JR President -9- t TECHNOLOGY * s BEFORE ME, the undersigned authority, a Notary Public in and for said County, Texas, on this day personally appeared Bill McALISTER, known to me to be the person whose name is subscribed to the foregoing instrument and acknowl- edged to me that he executed the same as the act and deed of the CITY OF LUB- BOCK and as MAYOR, for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _1 day of , 1981. N G otary Public, Lubbo& County, Texas My Commission Expires MARY C. GoNZAIIS NOTARY ►l1C[1C, It "CK COUNTY, TEXAS THE STATE OF TEXAS § GWAMISPON EX kas: -:i COUNTY OF LUBBOCK § BEFORE ME, the undersigned authority, a Notary Public in and for said County, Texas, on this day personally appeared W.R. WIGGINS, JR., PRESIDENT of CARBON DIOXIDE TECHNOLOGY CORPORATION, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he ex- ecuted the same as the act and deed of CARBON DIOXIDE TECHNOLOGY CORPORATION, for the purposes and consideration therein expressed and in the capacity there- in stated. 1981. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of Notary Public, Lubbock County, Texas My Commission Expires EXHIBIT "A" FIELD NOTES OF A 3.000 ACRE TRACT.OUT OF A 38.58 ACRE TRACT IN SECTION 4, BLOCK S, G.C. S S.F. RAILROAD COMPANY, LUBBOCK COUNTY, TEXAS A tract of land containing 3.000 acres of land out of a 38.58 acre tract out of the Southeast part of Section 4, Block S, Certificate 3/501, G.C. h S.F.R.R. Co., as described in a deed from Joe N. Nislar, et ux and 0. L. Nislar, et ux to the City of Lubbock, in Lubbock County, Texas, dated February 3, 1964, recorded in Volume 979, Page 647 et seq of the deed records of said County. The3.000 acre tract is hereby described as follows: COMMENCING at a 3/4" iron pipe found in the South line of said Section 4, Block S, for the Southwest corner of said 38.58 acre tract, thence North 890 16' East, along the South line of the 38.58 acre tract, and the South line of Section 4, Block S, a distance of 730.00 feet to a point; thence North 000 44' West, parallel to the West line of said 38.58 acre tract, a distance of 485.83 feet to an iron rod set for the Southwest and BEGINNING corner of the 3.000 acre tract of land herein described; THENCE North 000 44' West, parallel to the West 1•ine of the 38.58 acre tract, a distance of 77.17 feet to an iron rod set at an angle point in the tract herein described; THENCE North 450 44' West, a distance of 45.25 feet to an iron rod set at an angle point in the tract herein described; THENCE North 00' 44' West, parallel to the West line of the 38.58 acre tract, a distance of 111.00 feet to an iron pipe set at an re-entrant corner of the tract herein described; THENCE South 890 16' West, parallel to the South line of said 38.58 acre tract, a distance of 96.00 feet to an iron rod set for the most Northern Southwest corner of the tract herein described; THENCE North 000 44' West, parallel to the West line of the 38.58 acre tract, a distance of 121.00 feet to an iron rod set for the most Western Northwest corner of the tract herein described; THENCE North 810 19' 59" East, a distance of 36.47 feet to an iron rod set in the South line of a 35 foot wide tract conveyed by 0. L. and J. N. Nislar to the State of'Texas, as a 2.841 acre reserve for future widening of State Highway No. 84, described as Tract No. 1, recorded in Volume 630, Page 89 of the deed records of Lubbock County for the most -Northern Northwest corner of the tract herein described; THENCE South 730 37' East, along the South line of said 2.841 acre tract, a distance of 566.99 feet to an iron rod set for the Northeast corner of the tract herein described; THENCE South 000 44' East, parallel to the West line of said 38.58 acre tract, a distance of 179.33 feet to an iron rod set for the Southeast corner of the tract herein described; THENCE South 890 16' West, parallel to and 485.83 feet North of and at right angles to the South line of the 38.58 acre tract, a distance of 450.00 feet to the Southwest and BEGINNING corner of the 3.000 acre tract herein described. O D a 0 0 0 0b ound //2"/Pipe' 0� 36. 47` VO0044`00`W-12/.00` 3j00`F BS S890/6`00"W-96.00` �w Proposed 3.0000 Acre N00044`00"W-///.00` Surface Lease Ada N45044`00 "W - 45.25 ` y�0'� Rere�YO� woy N00°44`00"W-77./7` S00044`0"E-/79.33` ron /` S 89°/6`00"W- 450.00` °l 6'3p m 3 =°o CITY OF L BBOCK 38.58 Acrt s o I (Vol. 979, Pope 647J O O � 2I _NOTE, All Corners On Proposed Surface lease Are Iron Rods. Uteri NO. DATE REVISION ocoraE NAM( AND ADDRESS OF AGENCY Comiskey Insurance Agency, Inc. 3915 Essex Lane P.O. Box 22751 Houston, Texas 77227-2751 NAME AND ADDRESS OF INSURED Carbon Dioxide Technology Corporation 11211 Katy Freeway, Suite 320 Houston, Texas 77079 COMPANIES AFFORDING EERY A Fidelity-& Casualty Co.. of New York COMPANLETTERY B Lloyds of London lligblpriels Insurance Company COMPANY LETTER COMPANY D LETTER COMPANY LETTER This Is to certify that policies of insurance listed below have been issued to the Insured named above and are In force at this time. Notwithstandingg any rreeqquirement. tern or condition of any contract or other document with respect to which this certificate may be Issued or may pertain, the insurance afforded by the policies descrrixd herein is subject to all the I— • Itmior.s anti conditions of uxh ooliciPs. tl A—_—� _ � tr L rn is of Liability In Thousan s COERY TYPE OF INSURANCE POLICY NUMBER POLICY EXPIRATION DATE EACH AGGREGATE OCCURRENCE GENERAL LIABILITY BODILY INJURY $ 500 f 500 �] 13 COMPREHENSIVE FORM Ll 33 72 65 5-6-82 ® PREMISES-0PERAT IONS PROPERTY DAMAGE s rj OO s 500 EXPLOSION AND COLLAPSE HAZARD A ❑ UNDERGROUND HAZARD �. PRODUCTS/COMPLETED OPERATIONS HAZARD BODILYIN)URYAND ®CONTRACTUAL INSURANCE PROPERTY DAMAGE s S ® BROAD FORM PROPERTY COMBINED DAMAGE ® INDEPENDENT CONTRACTORS PERSONAL INJURY $ PERSONAL INJURY (Witl Pxclusinng 'In" A c n cle500 AUTOMOBILE LIABILITY BODILY INJURY (EACH PERSON) $ 250. ® COMPREHENSIVE FORM Ll 33 72 65 5-6-82 BODILY INJURY s 500 (EACH ACCIDENT) A OWNED HIRED PROPERTY DAMAGE $ BODILY INJURY AND NON -OWNED PROPERTY DAMAGE s COMBINED EXCESS LIABILITY BODILY INJURY AND B UMBRELLA FORM ,S-21074 3-30-82 PROPERTY DAMAGE $10, 000 $ Excess OTHER THAN UMBRELLA to COMBINED Primar FORM WORKERS'COMPENSATION STATUTORYam WC 1017451 6-10-81 A and EMPLOYERS' LIABILITY t0 s 500 IrncH Accunl_T1 OTHER _ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES Cancellation: Should any of the above described policies be cancelled before the expiration date thereof, the issuing com- pany will endeavor to mail 10_ days written notice to the below named certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon the company. NAME AND ADDRESS OF CERTIFICATE HOLDER: City of Lubbock DATE ISSUED April 11,1 987 916 Texas Avenue COMISKEY INSURANCE AGENCY, INC. Lubbock, Texas 79457 Attn: Mr. W. T. Wood (o E mom 25 (1-79) ����� GAS SALES AGREEMENT between WESTAR TRANSMISSION COMPANY, a Division of Pioneer Corporation as "Seller" and CARBON DIOXIDE TECHNOLOGY CORPORATION as 'Buyer" Dated: September 1, 1982 I N D E X ARTICLE TITLE PAGE NUMBER I Definitions I II Quantity 2 III Delivery Point 4 IV Delivery Pressure 4 V Metering 4 V I Units of Volume 6 VII Measurement 6 Vill Price 8 IX Heating Value 13 X Billing and Payment 14 XI Qu ality 15 XII Title 16 XIII Force Majeure 16 XIV Notices 17 XV Successors and Assigns 18 XVI Maintenance of Facilities 18 XVII Duration of Agreement 19 XVI 1 I Indemnification 19 XIX Descriptive Headings 19 XX Governmental Regulations 19 XXI Plant Economics 20 XX11 Miscellaneous 20 GAS SALES AGREEMENT THIS AGREEMENT, made and entered into this Ist of September, 1982, by and between WESTAR TRANSMISSION COMPANY, a Division of Pioneer Corporation, a Texas corporation (hereinafter referred to as "Seller"), and CARBON DIOXIDE TECHNOLOGY CORPORATION, a Texas corporation, (hereinafter referred to as "Buyer"); W I T N E S S E T H WHEREAS, Buyer is desirous of purchasing certain volumes of gas to be used in Buyer's Carbon Dioxide Recovery Plant located in Lubbock County, Texas; and WHEREAS, Seller can make available to Buyer certain volumes needed by Buyer in Buyer's Carbon Dioxide Recovery Plant and Seller desires to sell such volumes of gas to Buyer; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, Seller and Buyer do hereby mutually covenant and agree as follows: ARTICLE I Section 1. "Day" shall mean the period of twenty-four (24) consecutive hours at 7:00 at 7:00 a.m., Central Standard Time on one calendar day and ending at 7:00 a.m. Central Standard Time on the following calendar day. Section 2. "Billing Month" shall mean the period commencing at 7:00 a.m. on the first day of a calendar month and ending at 7:00 a.m. on the first day of the following calendar month. Section 3. "Accounting Year" shall mean a yearly period commencing at 7:00 a.m. Central Standard Time on January I and ending at 7:00 a.m. Central Standard Time on the next succeeding January I. In the event deliveries perman- ently cease on a date other than a January 1, the period of time from the January I immediately preceding the date of such delivery cessation shall be considered as the final accounting year. Section 4. The term "Mcf" shall mean one thousand cubic feet at a temper- ature of 60 degrees Fahrenheit and an absolute pressure of 14.65 pounds per square inch. Section 5. The term "Btu" shall mean British thermal unit. Section 6. The term "Heating Value" shall mean the Btu content of the gas delivered. Section 7. The term "Buyer's Carbon Dioxide Recovery Plant" as used herein shall mean Buyer's Carbon Dioxide Recovery Plant located in the SW/4 of Section 4, Block S, G.C.&S RR Co. Survey, Lubbock County, Texas. Section 8. The term "Gas" shall mean any one or any combination of the following: natural gas, liquedfied natural gas, synthetic gas or manufactured gas. ARTICLE II QUANTITY Section I. Commencing with first deliveries hereunder, and continuing through the remaining term 'of this Gas Sales Agreement, Seller agrees to sell and deliver to Buyer the volume of gas as may be requested by Buyer for con- sumption in Buyer's Carbon Dioxide Recovery Plant; provided, however, Seller shall not be obligated to make deliveries of gas to Buyer in excess of 7,250 Mcf on any one day, and provided further, that Seller shall not be obligated to deliver hereunder to Buyer during any accounting year a quantity of natural gas in excess of 2,500,000 Mcf. Section 2. Commencing with first deliveries hereunder, and subject to the provisions of Section 6 of this Article 11, Buyer agrees to take and pay for, or nevertheless pay for, if not taken, a minimum volume of 700,000 Mcf of gas during the term hereof. In the event any accounting year does not contain twelve (12) billing months, then Buyer shall be obligated to accept 1/12th of such volume for each complete billing month contained in such accounting year. Section 3. In the event Buyer fails to take from Seller during any account- ing year pursuant to the provisions of Section 2 of this Article II, then within ninety (90) days after the end of such accounting year when there is a deficiency in takes, or within thirty (30) days after receipt of Seller's statement provided for in Section 4 of Article X, whichever is later. Buyer shall pay Seller for that quantity of gas which equals the difference between the minimum volumes Buyer was obligated to take and pay for and the volume which Buyer did actually take and pay for. The price which Buyer shall pay Seller for such deficiency shall be the weighted average price paid by Buyer during the year in which the deficiency occurred. Section 4. Gas delivered under this contract shall be subject to curtail- ment or interruption when necessary to protect public health and safety or to maintain service to higher priority customers of Seller. Such curtailment or inter- ruption shall be performed in accordance with the company's applicable rules from time to time in effect and on file with the Texas Railroad Commission or any successor regulatory agency, and shall not be the basis for any claim for damages sustained by any party. In the event curtailment or interruption becomes necessary, Seller will use its best efforts to curtail all customers of the same classification in the immediate vicinity proportionately. Section 5. In the event an interruption in, or curtailment of, deliveries shall become necessary or advisable, Seller shall notify Buyer as soon as possible before actual curtailment,, by telephone, telegraph or other means, of the nature, extent and probable duration of such interruption or curtailment. Buyer shall resume the taking of gas within a reasonable length of time following notification 3 - by Seller that gas is again available. Section 6. In the event the delivery of gas is interrupted or curtailed at the request of Buyer pursuant to Article XIII or at the request of the Seller, then, and in such event, the minimum volume of gas herein contracted for shall be reduced for that annual period by 1/365th of such minimum annual volume for each day or portion of a day that the delivery of gas hereunder was inter-, rupted or curtailed. ARTICLE III DELIVERY POINT Section I. The delivery of gas hereunder shall be made at the outlet flange of Seller's metering and regulating station to be located in Section 4, Block S, GC&S RR Co. Survey, Lubbock County, Texas. Section 2. Buyer agrees to assign to Seller sufficient easements and rights of way over, across and under any land that Buyer has the right so to do, and the right to perform thereon any acts necessary for carrying out the terms of this contract. ARTICLE IV DELIVERY PRESSURE Section I. Deliveries shall be made at the pressure requested by Buyer, but not to exceed 150 psig except deliveries may be made at higher pressures if the parties so agree. Buyer is aware that Seller cannot guarantee deliveries at 150 psig and only agrees to make its best efforts available. ARTICLE V METERING Section I. Seller, at its sole cost, risk and expense, shall install, main- tain and operate at the point or points of delivery hereunder a standard type - 4 - orifice or positive meter or meters for measuring the volume of all gas purchased by Buyer hereunder and Seller shall cause said meters to be read daily or at other mutually agreeable intervals. Orifice meters and other facilities so installed at the point of delivery shall be constructed and installed in accordance with the specifications prescribed by Report No. 3 of the Gas Measurement Committee of the American Gas Association dated April, 1955, and supplements thereto, or other generally accepted specifications, agreed to by the parties. ` Section 2. Said meters and all meter readings and meter charts, together with calculations therefrom, shall be accessible to all reasonable times to inspec- tion and examination by Buyer, but the calibration and adjustment of Seller's meter or meters shall be done by Seller. Seller may destroy meter charts and other records after two years. Section 3. Buyer may install, maintain and operate such check measuring equipment as it desires, provided that such check meter and equipment shall be so installed as not to interfere with the operation of Seller's meters. Section 4. Each such orifice meter installed by Seller shall be calibrated at least once each thirty (30) days by and at the expense of Seller, in the pre- sence of Buyer's representative if Buyer so desires. Seller shall give Buyer or Buyer's designated representative notice of each such calibration test in suf- ficient time to enable Buyer to have its representative present. If upon any such test, the measuring equipment is found to be not more than two percent (2%) erroneous in the aggregate, previous readings of such equipment shall be considered correct in computing the deliveries of gas hereunder, but such equip- ment shall be adjusted at once to read accurately. If upon any test the measur- ing equipment shall be found to be inaccurate in the aggregate by an amount exceeding two percent (2%) at a reading corresponding to the average rate of flow for the period since the last preceding test, then any previous reading of such equipment shall be corrected to zero error for any period which is known - 5 - definitely or agreed upon, but in case the period is not known definitely or agreed upon, then for a period extending back one-half (1/2) of the time elapsed since the date of the last test, but not to exceed thirty (30) days. If for any reason any meter is out of service or out of repair so that the volume of gas purchased cannot be ascertained or computed from the reading thereof, the volume of gas purchased during the period such meter is out of service or odt of repair shall be estimated or agreed upon by the parties hereto on the basis of the best data available using the first of the following methods which is feasible: (a) By using the registration of Buyer's check meter if installed and accurately registering. (b) By correcting the error in Seller's meter if the percentage of error is ascertainable by calibration test or mathematical calculation. (c) By estimating the volume of delivery by using as a basis the volumes delivered during preceding periods under similar conditions when the meter was registering accurately. ARTICLE VI UNITS OF VOLUME Section 1. The unit of volume for gas delivered hereunder, except as other- wise specifically provided herein, shall be one thousand (1,000) cubic feet (some- times referred to herein as Mcf) at a base temperature of sixty (60) degrees Fahr- enheit, and at an absolute pressure of fourteen and sixty-five hundredths (14.65) pounds per square inch, and the readings and registrations of the metering equip- ment herein provided for shall be converted into such units. ARTICLE VII MEASUREMENT Section I. All measurement of gas hereunder shall be in accordance with the recommendations for measuring gas contained in Report No. 3 of the Gas Mea- surement Committee of the American Gas Association dated April 1955, including - 6 - the supplements thereto, or other generally accepted tables relating to gas measure- ment applied in a practical and appropriate manner. Correction shall be made for deviation from Ideal Gas Laws as provided for in Section 5 of this Article VII. Section 2. An assumed atmospheric pressure of thirteen and one tenths (13.1) pounds per square inch absolute at the delivery point shall be'utilized for measurement purposes, irrespective of any variation of the actual atmospheric pressure from such assumed pressures. Section 3. Seller may, at its sole cost, risk and expense, install, maintain and operate a temperature compensating device or recording thermometer of stand - and manufacture, so that it may properly record the temperature of gas flowing through Seller's meter or meters. The arithmetical average of the twenty-four (24) hour record, or that portion of the twenty-four (24) hours during which gas was passing, shall be assumed to be the temperature of the gas for that period and shall be used in making proper computations of measurement. Section 4. Seller may, at its sole cost, risk and expense, maintain and operate a composite sampling device so that a satisfactory sample of the gas flowing through Seller's orifice meter or meters is obtained. Seller shall run such standard tests on the samples so obtained as to establish the heating value pursuant to Article IX hereof, the specific gravity of the gas and such other tests as are required to properly determine the quality and proper measurement of the gas sold hereunder. Seller shall furnish Buyer the results of such tests upon request. Section 5. The deviation of the gas from the Ideal Gas Laws shall be determined by tests at one (1) year intervals or at such other intervals as may - 7 - be found necessary in practice, or as may be requested by Buyer. Buyer shall not request such test more frequently than once every three months. Such tests shall be made by a mutually agreeable method generally accepted by the gas industry from time to time. Each test shall determine the correction to be used in computing the volume of gas delivered hereunder until the next such test is made. Section 6. Each party hereto, or its designated representative, shall conduct the tests and determinations under this Article V11 which are to be made with equipment owned or to be furnished by said party, but the party making such tests or determination shall give the other party, or its designated represent- ative notice of each such test or determination in sufficient time to enable said other party to have its representative present. ARTICLE VI11 PRICE Section I. Commencing with the date of first deliveries hereunder and continuing through the remaining term of this agreement, Buyer shall pay Seller for each Mcf of gas delivered hereunder and measured as herein provided for a price equal to Seller's weighted average cost of gas as defined in Section 5 of this Article VIII plus an increment of Thirty -Three and Eighty Hundredths Cents (33.800). Such price is subject to the adjustments as provided for in Sections 2, 3 and 4 of this Article VIII. Section 2. The increment as provided for in Section I of this Article VIII shall be adjusted upward or downward monthly by the percentage increase or decrease that the revised Consumers Price Index for Urban Wage Earners and Clerical Workers (CPI-W), as published by the Bureau of Labor Statistics, is above or below a base of 214.3, which is the level included in the base increment - 8 - of 33.800. If during the term of this agreement the CPI-W is superseded or replaced, the resulting new Index will thereafter be utilized for purposes of this Section 2. In the event the CPI-W is terminated, and not replaced or superseded, then the parties shall adopt another method of increment adjustment which is mutually agreeable to both parties. It is agreed between the parties that the price adjustment pursuant to this Section 2, for the preceding month's deliveries shall be based on the CPI-W for the third preceding month. Example: Calculation of price for January, 1982 January 1982 price = Cost of gas pursuant to Section 5 plus plus (33.800) x October 1981 CPI-W) 214.3 Adjustments pursuant to Sections 3 and 4 Section 3. The above provisions, as adjusted, are based on the delivery of natural gas having an average heating value of 1,000 British thermal units per cubic foot. Should the average total heating value of the gas delivered in any billing period be more than 1,000 British thermal units per cubic foot, or less than 1,000 British thermal units per cubic foot, the total charge for such month shall be increased or decreased respectively in the percentage by which the average total heating value of such gas is greater than 1,000 British thermal units per cubic foot, or less than 1,000 British thermal units per cubic foot. Section 4. In addition to the price to be paid for gas delivered hereunder, Buyer agrees to pay to Seller an amount equal to all gross receipts taxes should such taxes be imposed on Seller for gas purchased by Buyer hereunder, and all of any increased additional or new production, severance, gathering, processing, transmission, sales or delivery taxes in excess of or in addition to those in - 9 - existence on January I, 1978, which are levied upon or attributable to all or any portion of such gas, the value thereof or the processing or handling thereof before the delivery of such gas to Buyer or in connection with such delivery, but only to the extent such taxes are not included in the weighted average price as defined in Section 5 of this Article Vill. All taxes levied on such gas after delivery shall be paid by Buyer. Section 5. For the purpose of this agreement the term "Weighted average cost of purchased gas" shall mean the average price per one thousand (1,000) cubic feet paid by Seller for all gas purchased by Seller, for utilization in Seller's West Texas Transmission and Delaware Basin Divisions, computed to the nearest one -hundredth of one cent and shall be determined by dividing the total dollar amounts paid or accrued on Seller's books for all such gas purchased - by Seller during the applicable billing month by the total number of Mcf of gas purchased by Seller during such applicable billing month, adjusted to the same pressure base as gas sold hereunder and shall include in addition to the cost of gas itself, amounts expended which are accrued by Seller to parties other than Seller for the purchase, transportation, gathering, compressing, treating, storing or handling of gas, taxes, attributable to the purchase or production of such gas and other similar actual amounts borne by Seller and paid or payable to parties other than Seller, but shall not include any charges attributable to costs incurred in connection with the extraction of liquid and liquefiable hydro- carbons, Seller's amortization of its own facilities, Seller's overhead charges, Seller's direct labor or maintenance expense, or similar expenses of Seller; pro- vided, however, if any gas purchased by Seller required treating by Seller for the removal of hydrogen sulfide and/or organic sulfur and/or carbon dioxide 11 and/or water vapor, Seller's total cost of treating such gas, including shrinkage, amortization of facilities, overhead charges, direct labor and maintenance expense, shall be added to the cost of such gas, and provided further, Seller's total cost of its storage operations including fuel, amortization of facilities, overhead charges, direct labor and maintenance expense shall be added to the cost of such gas. Should Seller purchase gas for utilization in Seller's West Texas Transmission and Delaware Basin Divisions under a contract or contracts containing a Btu adjust- ment clause, the volumes of gas purchased under such contract or contracts shall be adjusted in determining the total number of Mcf of gas purchased by Seller during such month for the purpose of this Section 5 of Article Vi l l by multiplying the volumes of gas purchased under any such contract or contracts by a fraction, the numerator of which is the average Btu per thousand cubic feet of gas purchased under such contract during such month and the denominator of which is 1,000. If any portion of the weighted average cost of purchased gas or of any taxes which have been paid by Seller is refunded to Seller, or if Seller is required by the terms of any gas purchase contract, or of any agreed settlement of a disputed claim, or by a determination or judgment of a regulatory body having or asserting jurisdiction, to make retroactive payments with respect to gas pre- viously purchased by Seller, then appropriate adjustments, including adjustments for any interest paid or received by Seller with respect to such refunds or retro- active payments, to compensate therefor shall be made in the price payable for gas delivered by Seller to Buyer hereunder as soon as practicable after the time of such refund or retroactive payment, provided, that the period during which such adjustments are to be made shall be determined by Seller subject only to the condition that the same shall be made within a reasonable period of time, taking into consideration the total amount of any such refund or retractive pay- ment, but no adjustment as provided for herein shall be made after this agreement has terminated except with respect to items refunded or paid prior to the date of such termination, nor shall any adjustment as provided for herein be made with respect to any gas purchased by Seller prior to the first delivery of gas to Buyer hereunder. Nothing contained in this agreement shall prevent Seller from entering into any amendment, modification, renewal, extension or replacement of any existing or future gas purchase contract or contracts between Seller and any of its suppliers. Section 6. Applicable rulings or orders of governmental representatives in charge of the administration of any law or ordinance increasing or creating any tax shall be binding and conclusive upon Buyer until such time as the invalidity thereof has been finally established by the decision of a court of com- petent jurisdiction. Section 7. Buyer shall be entitled to reimbursement from Seller to the extent of any payments made by it to Seller pursuant to this Article VI II which may subsequently be refunded to Seller by the taxing authority. Seller shall reimburse Buyer with interest to the extent interest on refunded payments is paid by such taxing authority. Section 8. Buyer shall not be obligated to reimburse Seller for any ad valorem taxes on properties or for taxes which are based upon or measured by the natural gasoline or other liquefied hydrocarbon content extracted from the gas before delivery to Buyer. Section 9. For the purpose of billing and accounting for gas delivered hereunder, Seller will use its usual calculations in Seller's determination of the weighted average price as defined in Section 5 of this Article VIII, of gas pur- chased by Seller during any applicable period and nothing herein shall be con- strued so as to require Seller to change such procedure. M WAE t Section 10. Prior to September I, 1984 and each September I thereafter during the term of this agreement and as it may be extended from time to time, representatives of Buyer and Seller shall meet to determine if this agreement may be amended and/or extended, and if so, the terms and conditions of any such amendment and/or extension upon which the parties may agree, it being the intention of the parties that so long as Buyer requires gas for its Carbon Dioxide Recovery Plant which may be satisfied in whole or in part by Seller upon terms and conditions acceptable to both parties, the parties shall endeavor to reach agreement for successive annual extensions of the term provided in said agreement as amended hereby. In the event the parties do not agree upon further amendment and/or extension, and the terms and conditions thereof, then the agreement as amended from time to time shall terminate in accordance with its terms. - ARTICLE IX HEATING VALUE Section 1. The Btu content of the gas delivered hereunder shall be deter- mined for a cubic foot of gas at a temperature of sixty (60) degrees Fahrenheit, at an absolute pressure of fourteen and sixty-five one hundredths pounds per square inch, and at dry conditions. Such total heating value of the gas delivered shall be determined by a recording calorimeter of standard manufacture to be installed, maintained and operated by Seller at its sole cost, risk and expense. The moisture content of the gas delivered shall be determined by Seller as often as is found necessary in practice. Section 2. The average total heating value per cubic foot of gas shall be determined for any billing period by taking the arithmetic average of the heating value as determined pursuant to Section 1 of this Article, and such average total heating value shall be used in adjusting the price provisions here- under. In the event Seller has, or shall in the future install, a sampling device - 13 - or recording calorimeter at a point on its system which properly records the heating value of the total stream a portion of which is sold hereunder, said sampling device or calorimeter may be used to ascertain the heating value for which correction is to be made. ARTICLE X BILLING AND PAYMENT Section I. On or before the 10th day of each calendar month, Seller shall render a statement to Buyer giving the total volume of gas purchased hereunder during the preceding monthly period, such statements to be rendered in accordance with this agreement, and shall include any amounts due for tax reimbursement under the provisions of Article VIII hereof; provided, however, if the amount of reimbursement to Seller cannot be determined currently, Seller may bill Buyer and Buyer shall make payment therefor within a reasonable period after such amount becomes determinable. Section 2. It is understood and agreed between the parties hereto that if Seller's weighted average cost of gas as defined in Section 5 of Article VIII hereof cannot be determined by the loth working day of the following month, then the parties agree that Seller shall utilize an estimated weighted average cost of purchased gas in rendering the statement provided for in Section I of this Article X. The parties further agree that the statement to be rendered the fol- lowing month shall contain a debit or credit, whichever is applicable, in' correcting the prior month's statement from the estimated weighted average cost to actual weighted average cost. Section 3. Payment shall be made by Buyer to Seller within ten (10) days after receipt of the statement. Section 4. Seller shall render to Buyer on or before the first day of March each year a statement setting out the amount of gas, if any, by which Buyer failed to take Buyer's minimum annual purchase obligation during the preceding 14 - accounting year as provided in Article II hereof, and Buyer shall pay to Seller the amount due within thirty (30) days after receipt by Buyer of such statement. Section 5. Each party shall have the right at all reasonable times to examine the books, charts and records of the other party to the extent necessary to verify the accuracy of any statement, charge or computation made pursuant to the provisions of this agreement. All statements, bi I Is and payment shall be subject to correction of any errors contained therein until the expiration of one year after date of payment. Section 6. Any amounts due for gas hereunder remaining unpaid after the due date for each payment provided for herein shall bear interest at the rate of ten percent (10%) per annum until paid. ARTICLE XI QUALITY Section 1. Gas delivered by Seller hereunder shall conform to the following specifications: (a) Liquids: The gas shall be commercially free from water and hydrocarbons in liquid form. (b) Hydrogen Sulfide: The gas shall not contain more than one I grain of hydrogen sulfide per one hundred (100) cubic feet. (c) Organic Sulphur: The gas shall not contain more than twenty 20 grains of organic sulphur per one hundred (100) cubic feet. (d) Carbon Dioxide: The gas shall not contain more than three percent 3%) carbon dioxide by volume. (e) Dust, Gums, etc: The gas shall be commercially free of dust, gums and other solid matter. (f) Water Vapor: The gas shall not contain more than nine 9 pounds of water in the vapor phase per million cubic feet. - 15 - I (g) Heating Value: The gas shall have a gross heating value of not more than twelve hundred fifty (1250) and not less than nine hundred fifty (950) British thermal units per cubic foot. (h) Temperature: The temperature of the gas shall not exceed one hundred twenty (120) degrees Fahrenheit. ARTICLE X11 TITLE Section I. Seller shall be in control and possession of the gas delivered hereunder and responsible for any damage or injuries caused thereby until the same shall have been delivered to Buyer at the point of delivery, after which delivery Buyer shall be deemed to be in exclusive control and possession thereof and responsible for any such damages or injuries. Section 2. Seller expressly warrants its title to and rights to sell the gas to be delivered hereunder free and clear of all liens and Seller will hold Buyer harmless against adverse claims thereon. ARTICLE XI11 FORCE MAJEURE Section I. The obligations of either party hereto shall be suspended during such time as such party is prevented from complying therewith in whole or in part by acts of God, strikes, war, lockouts, orders or decrees of any lawfully constituted state, federal or local body, temporary failure of Seller's gas'supply due to causes or conditions reasonable beyond Seller's control, or other causes or conditions reasonably beyond the control of either party, whether like or unlike those herein enumerated, or on account of either party making necessary repairs to or replacements of facilities used in the delivery, receipt, transmission or utilization of gas, or because of any other cause, except financial, beyond the reasonable control of such party, and which, by the exercise of due diligence, such party is unable to prevent or overcome. - 16 - Section 2. In the event of either Buyer or Seller being rendered unable wholly or in part by force majeure to carry out its obligations under this agree- ment, other than to make payments due hereunder, it is agreed that on such party giving notice and full particulars of such force majeure in writing or by telegraph to the other party as soon as possible after the occurrence 'of the cause relied on, then the obligations of the parties insofar as they are affected by such force majeure shall be suspended during the continuance of any inability so caused but for no longer period, and such cause shall as far as possible be remedied with all reasonable dispatch. Section 3. The settlement of strikes or lockouts shall be entirely within the discretion of the party having the difficulty, and the above requirements that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of op- posing party having the difficulty. ARTICLE XIV NOTICES Section I. Notices to be given hereunder, unless otherwise designated in writing, shall be deemed sufficiently given and served when deposited in the United States mail, postage, prepaid, by first class, certified or registered mail to the following addresses: To Seller: Westar Transmission Company P. 0. Box 90 Amarillo, Texas 79189 To Buyer: Carbon Dioxide Technology Corporation 11211 Katy Freeway, Suite 320 Houston, Texas 77079 - 17 - Section 2. Routine communications, including monthly statements and pay- ment, shall be considered duly delivered when deposited in the United States mail, postage prepaid, by first class, certified or registered mail to the above addresses, or to such other address as may be mutually agreed upon. ARTICLE XV SUCCESSORS AND ASSIGNS Section I. Any company which shall succeed by purchase, merger or con- sol idation to the properties, substantially as an entirety, of Seller or of Buyer, as the case may be, shall be entitled to the rights and shall be subject to the obligations of its predecessor in title hereunder. Either Buyer or Seller may, without relieving itself of its obligations hereunder, assign any of its rights hereunder to a company with which it is affiliated, but otherwise no assignment of this contract or any of the rights or obligations hereunder shall be made unless there first shall have been obtained the consent thereto of Seller, in the event of any assignment by Buyer, or the consent thereto of Buyer, in the event of any assignment by Seller. Section 2. Either party may assign its rights, title and interest in, to and under this agreement to a trustee or trustees, individual or corporate, as security for bonds or other obligations or securities, without such trustee or trustees assuming or becoming in any respect obligated to perform the obligations of the assignor under this agreement, and, if any such trustee be a corporation without its being required to qualify to do business in any state in which any performance of this agreement may occur. However, such assignment, for security purposes, shall not relieve the assigning party of any of its obligations under this agreement. - is - ARTICLE XVI MAINTENANCE OF FACILITIES Section I. Each party hereto shall maintain the equipment, including meters and facilities owned by it and used in its performance hereof, in good, safe, efficient operating condition and repair. ARTICLE XVII DURATION OF AGREEMENT Section I. This agreement shall be effective as of the date hereof- and shall continue and remain in full force and effect until and including December 31, 1984 and thereafter if extended by the parties pursuant to Article VIII hereof. ARTICLE XV l 1 I INDEMNIFICATION Section 1. Seller agrees to indemnify and hold harmless Buyer against any and all loss, cost, claim or demand on account of any damage to property or injury to persons arising or resulting from Seller's operations hereunder. Buyer agrees to indemnify and hold harmless Seller against any and all loss, claim or demand on account of any damage to property or injury to persons arising or resulting from Buyer's operations hereunder. ARTICLE XIX DESCRIPTIVE HEADINGS Section I. The descriptive headings of the provisions of this agreement are formulated and used for convenience only and shall not be deemed to affect the meaning or construction of any such provisions. ARTICLE XX GOVERNMENTAL REGULATIONS Section 1. This agreement is made subject to all present and future valid laws of the State of Texas and the United States, and regulations or orders of duly constituted governmental authorities having or asserting jurisdiction which 19 _ are applicable to the subject matter hereof and effective from time to time. In the event any such authority shall establish a price at the point of delivery provided herein, or a point related to a point of delivery different from the price applicable pursuant to this agreement, then the price as provided herein shall be adjusted as required in view of such established price. ARTICLE XXI PLANT ECONOMICS Section I. After the first year's performance under this agreement and upon 60 days written notice along with proper supportive evidence concerning Buyer's inability to continue existing operations at a profit, Buyer will be ex- cused from minimum take or pay requirements so long as such condition exists. ARTICLE XXII MISCELLANEOUS Section I. There shall be no modification or waiver hereof except by a writing signed by the party claimed to be bound thereby. Section 2. The failure of either party to exercise any right granted here- under shall not impair nor be deemed a waiver by such party of its privilege of exercising such right at any subsequant time or times. No waiver by either party hereto of any one or .more defaults by the other in the performance of any provisions of this agreement shall operate or be construed as a waiver of any future default or defaults whether of the same kind or note. Section 3. This agreement is governed by and shall be construed and interpreted in accordance with the laws of the State of Texas. ITIM EXECUTED as of the ATTEST:.,. r 1 A . Assgs a'nt Secretar ATTEST: day of 1982. "SELLER" WESTAR TRANSMISSION COMPANY, a Division of Pioneer Corporation V­ - -yj�r HeiTz, Presgent "BUYER" CARBON DIOXIDE THECHNOLOGY ORPORATION -n . �,A ., _ 21 _ 0 STATE OF —7 COUNTY OF �[ he dersigned.authority, on this day personally appeared known to to be't.e per pn whose nam is ub��scribed to t e foregoing -instrument aj� c,2�-� � ' , of /fA 't -1 /.z-r/ Z��t a corporation, tnd`acknowledged to me that he executed the same for fhe puoses and consideration therein expressed, and in the capacity therein stated, and as the act and deed of said corporation. ,CeIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ter — day of LX 19Z My Commission Expires: STATE OF Texas COUNTY OF Harris Puh is in and for r✓ County, BEFORE ME, the undersigned authority, on this day personally appeared W. R. Wiggins, Jr. known to me to be the person whose name is subscribed to the foregoing instrument as President of Carbon Dioxide Technologv Corporation , a corporation, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated, and as the act and deed of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 28th day of September , 19 82 Notary Public in and for My Commission Expires: Harris County, Texas ' 2/17/85