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HomeMy WebLinkAbout7130RESOLUTION NO. 7130 A RESOLUTION CONSENTING TO THE SUBLEASE BY FUEL RESOURCES DEVELOPMENT CO. TO RENTECH, INC. OF THE PRODUCTION FACILITY LOCATED AT THE PUEBLO SOLID WASTE LANDFILL WHEREAS, City and Fuel Resources Development Co. (herein "Fuelco ") entered into a Second Amended Agreement dated June 11, 1990 concerning the development and recovery of methane gas and the construction of a methane gas recovery system and plant for the production of hydrocarbon products (the "Agreement "), and WHEREAS, Fuelco has constructed and installed a methane gas recovery system and facilities (the "System ") upon certain land covered by the Agreement (the "System Land ") (the "System" and "System Land" are herein collectively called the "Landfill "), and WHEREAS, Fuelco has constructed and installed a plant and related facilities (herein "Plant ") upon approximately 3.4 acres of land covered by the Agreement (the "Plant Land ") (the "Plant" and "Plant Land" are herein collectively called the "Production Facilities "), and WHEREAS, Fuelco is desirous of subleasing the Production Facilities to Rentech, Inc., and WHEREAS, City is willing to consent to the sublease upon the terms and conditions herein set forth; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. City does hereby consent to the sublease of the Production Facilities to Rentech, Inc. subject to the execution of a definitive agreement between City and Fuelco within 30 days from the effective date of this Resolution whereby: (a) City is granted the right to declare an abandonment by Fuelco under the Agreement with respect only to the Landfill if methane gas in commercial quantities is not produced through the System for any continuous period of twelve months from date hereof and such declaration by the City shall be deemed to be and constitute an abandonment under paragraph 17 of the Agreement, provided, that if at the time City declares such abandonment, Fuelco is pursuing plans regarding the use of the Landfill and Landfill Gas as those terms are used in the Agreement and Fuelco so notifies City within 60 days after City's declaration of abandonment, Fuelco and City shall meet to discuss such plans and City shall refrain from declaring abandonment for an additional six month period. (b) Fuelco will pay or cause to be paid to City the sum of $15,000 and City will release and discharge Fuelco from any obligation for payments to the City under paragraph 4 of the Agreement. (c) Fuelco will pay or cause to be paid to City as annual rent for the Plant Land the sum of $3,500 payable on June 1, 1993 and on the first day of June of each year thereafter during the effective term of the Agreement. (d) Fuelco will expeditiously complete all reasonable acts on its part to be performed pursuant to the terms of the Agreement with respect to the System Land and the Plant Land to effect completion of the Landfill cap, closure of the Landfill, and approval of closure by the appropriate state officials prior to July 3, 1993; provided, however, that Fuelco shall not be deemed to have assumed any obligation to perform any work with respect to closure of the Landfill which is not attributable to -2- Fuelco's activities on the Landfill including the construction and installation of the System and Plant. (e) City's consent to the sublease and execution of the definitive agreement will not release or discharge Fuelco from any of its obligations under the Agreement except with respect to payments otherwise due under paragraph 4 thereof. Such definitive agreement is hereby approved and the President of the City Council is authorized to execute same in the name of the City subject to approval as to form by the City Attorney. SECTION 2. City hereby authorizes Rentech, Inc. to operate the Production Facilities pursuant to Special Use Permit No. 694 approved by the Pueblo County Planning Commission on March 29, 1990. SECTION 3. This Resolution shall become effective upon final passage. INTRODUCED: May 10, 1993 ATTEST: OFA44 " r City Clerk By SAMUEL CORSENTINO Councilperson APPROVED: Presi ent of the City Council -3- AGREEMENT This Agreement is entered into as of the 1st day of June, 1993, by and between Fuel Resources Development Co., a Colorado corporation hereinafter referred to as "Company" or "Lessee ", Rentech Inc., a Colorado corporation hereinafter referred to as " Rentech" or "Sub- Lessee ", and the City of Pueblo, Colorado, a municipal corporation, hereinafter referred to as "City ". W I T N E S S E T H: WHEREAS, the City is the owner of property located in Pueblo County, Colorado, which is known as the Pueblo Solid Waste Landfill and which is specifically described in Exhibit 1 attached hereto and incorporated herein by reference; and WHEREAS, by agreement entitled Second Amended Agreement, dated June 11, 1990, by and between City and Company ( "Second Amended Agreement" or "Agreement ") the City and Company have entered into an agreement whereby the City has, subject to the conditions set forth in the Agreement, granted to the Company all of the City's right, title and interest in and to Landfill Gas (as that term is defined in the Agreement) which may now or in the future be produced on or from the Landfill, as well as granting to the Company the exclusive right to explore, drill, extract, recover, collect, gather, transport, produce, treat, process, separate, manufacture, and synthesize such Landfill Gas and to develop, construct, erect, install, operate, maintain, modify, and remove all plants, offices, facilities, pipes, towers and other structures or facilities necessary and convenient to the full enjoyment by the Company of the rights granted in the Agreement; and WHEREAS, The Company has constructed and installed a methane gas recovery system and facilities (the "System) upon certain land covered by the Agreement (the "System Land ") (the "System" and "System Land" being collectively referred to herein as the "Landfill "); and WHEREAS, the Company has constructed and installed a plant and related facilities (herein "Plant ") upon approximately 3.488 acres of land covered by the Agreement (the "Plant Land "); and WHEREAS, the Company has requested consent from the City to the sublease from the Company to Rentech of the Plant and the portion of the Landfill on which the Plant sits (as described in Exhibit 2 attached hereto) (the Plant and the Plant Land being collectively referred to herein as the "Production Facilities "); and WHEREAS, by Resolution Number 7130, dated May 10, 1993, the City has consented to a sublease of the Production Facilities by 2 the Company to Rentech; and WHEREAS, said resolution provides that City consent is subject to the execution of a definitive agreement between the parties. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and conditions set forth herein, the parties agree as follows: 1. Annual Rental The annual rental, payable to the City on June 1, 1993, and on the first day of June of each year thereafter during the term hereof, shall be the sum of $3,500. The annual rental shall be paid by the Company directly to the City's Director of Finance or such other City representative as the City shall designate in writing from time to time; provided, however, that the Company may require Rentech Inc. to make the required payment directly to the City as required herein without releasing Company from the obligation to make the required payment. 2. Release and Discharge Payment Within ten (10) days after the execution hereof by the City, the Company shall pay (or cause to be paid) to the City the sum of $15,000, the payment of which amount shall constitute a release and discharge of the Company from any obligation for payment to the City under paragraph 4 of the Agreement. 3. Term The parties acknowledge and agree that the term of the Agreement, when executed, did not contemplate bifurcation of the Plant and the Plant Land from the Landfill. Therefore, as it relates to the term of the Agreement, the parties agree that the term of the Agreement with respect to the Plant Land shall extend for so long as the Plant continues to be located on the Plant Land and used for the purpose of generating, processing, reforming, manufacturing, synthesizing, treating, heating, cooling, gathering, collecting, compressing, transporting or processing gaseous fuels from sources other than the Landfill. For the purposes of the Agreement, the Plant shall be deemed to continue to be located on the Plant Land and used for such purposes so long as, during any consecutive twelve (12) month period, Rentech has for at least 30 calendar days (i) operated the Plant for the production of Fischer - Tropsch product, (ii) been engaged in remediation work or construction work at the Plant for the purpose of allowing Rentech to operate the Plant for such purpose or (iii) been diligently pursuing reasonable alternatives which are likely to result in the production of Fischer - Tropsch product at the Plant. 4. Abandonment of Landfill The City agrees that abandonment by the Company of the System or the System Land under the Agreement shall not constitute abandonment of the Plant or the Plant Land which has been subleased to Rentech and that, in the event of such abandonment, the Agreement shall remain in full force 4 and effect with respect to the Plant and the Plant Land, but shall terminate with respect to all the land described in Exhibit " 1 " except the Plant Land and the Plant. 5. Landfill Completion The Company agrees to cooperate with the City and to expeditiously complete all reasonable acts on its part to be performed pursuant to the terms of the Agreement with respect to the System and the System Land (and to the extent necessary, the Plant Land) to effect completion of the Landfill cap, closure of the Landfill and approval of closure by the appropriate state officials prior to July 3, 1993; provided, however, that the Company shall not be deemed to have assumed any obligation to perform any work with respect to closure of the Landfill or completion of the Landfill cap which is not attributable to the Company's activities on the Landfill, including the construction and installation of the System and the Plant. 6. City Declaration of Abandonment The City is hereby granted the right to declare an abandonment by the Company under the Agreement with respect only to the Landfill if Methane gas in commercial quantities is not produced through the System for any continuous period of twelve months from the date hereof and, such declaration by the City shall be deemed to be and constitute an abandonment under paragraph 17 of the Agreement; provided, however, that if at the time the City declares such an abandonment, the 5 Company is pursuing plans regarding the use of the Landfill or the Landfill Gas, as those terms are used in the Agreement, and the Company so notifies the City within sixty (60) days after the City's declaration of abandonment, the Company and the City shall meet to discuss such plans and the City shall refrain from declaring abandonment for an additional six (6) month period, during which period the parties may agree to the continuation of the Company's activities in that regard under the Agreement. 7. City Consent to Sub - Lease The City hereby consents to the Sub -Lease by the Company to Rentech ( "Sublease Agreement "), a copy of which is attached hereto as Exhibit 3. 8. No Release by City The City's consent to the Sublease Agreement by and between the Company and Rentech dated May 20, 1993, shall not be construed to release or discharge the Company from any of its obligations under the Agreement, except with respect to the Company's payment obligations due under paragraph 4 thereof. 9. Binding Effect This Agreement and the Second Amended Agreement as amended by this Agreement shall be binding upon and inure to the benefit of the parties hereto, except that Rentech shall have no rights or obligations under the Second Amended Agreement with respect to the Landfill (including but not limited 2 to the Landfill Gas and the System). Rentech's interest shall be subject to the terms of the Second Amended Agreement and it shall have obligations to the extent those terms reasonably relate to the Production Facilities (the Plant and Plant Land), considering that the Plant and Plant Land have been bifurcated from the Landfill. IN WITNESS WHEREOF, the parties have, as of the date first above written, caused this Agreement to be executed by their duly authorized representatives. ATTEST: ASSIR'f'ANT !rrRFTARY Approved as to Form: FUEL RESOURCES DEVELOPMENT CO. FIFPF;pVE© By: Jo F01 c�2c, Vice President , S U S 0 e 1o PUEBLO, a municipal corporation, Presi nt of the Council ATTEST: RENTECH, INC. _ ✓ B C L}5sr� i�nT SECrZE �l Uv" resident 4870 - 016 -32925 7 EXHIBIT 11 1 " The parcel of land located in Pueblo County, Colorado and described as: The SJ of the NW 1 1, the NJ of the SJ, and the S1 of the SW ;, all in Section 18, Township 21 South, Range 65 West of the 6th P.M.; and a portion of the Ek of the Ek of Section 13, Township 21 South, Range 65 West of the 6th P.M. being the East 600 feet of the South 2,975 feet of said Section 13; Pueblo County, Colorado, containing approximately 361 acres, excepting existing roads and rights of way and subject to easements, restrictions, reservations and rights of way of record. EXHIBIT 11 2 " A tract of land located in the SE'k of the SW4, of Section 18, Township 21 South, Range 65 West of the 6th P.M., being more particularly described as follows: Considering the South line of the said SW4 of Section 18 to bear S. 88 45' -33" E. and all bearings contained herein being relative thereto. Commencing at the Southwest corner of said Section 18; thence N.74 23' -39" E. a distance of 1408.09 feet to the True Point of Beginning; thence N.09 24' - 55 " E., a distance of 422.00 feet; thence S.80 35' -05" E., a distance of 360.00 feet; thence S.09 24' -55" W., a distance of 422.00 feet; thence N.80°- 35'-05" W., a distance of 360.00 feet to the Point of Beginning . Containing 3.488 acres, also known as 5717 W. Highway 78, Pueblo, Colorado 81005. vu 11 Ul 'IL�JV f J G1UV 1 1J'YI r EXHI l t luV'SVTVUI fT11/ lU This Sub -Lease Agreement is entered Into as of the 20th day of May, 1943, by and between Fuel Resources Development Ca, a Colorado corporation hereinafter referred to as many" or Ussee , and Rentech Inc., a Colorado corporation hereinafter referred to as "RentecY or "Sub - Lessee". WITNESSETH: WHEREAS, the City of Pueblo (mar y is the owner of property located in Pueblo County, Colorado, which is bown as the Pueblo Solid Waste Landfill and which is specifically described in Exhibit 1 attached hereto and incorporated herein by reference C Landfill"); and WHEREAS, by agreement entitled Second Amended Agreement, dated June 11, 1994 by and between City and Company ("Second Amended Agreement" or "Agreement ") the City and Company have entered into an agreement whereby the City has gtmited to the Company AU of the City's right, title and interest in and to Tan 11 Gas (as that term is defined in the Agreement) which may now or in the future be located on, in or under, or produced from the Landfill, as well as $ranting to the Company the exclusive right to expkm M4 extract, recover, collets, gather, transport, produce, treat, process, separate, manufacture, and synthesize such Landfill Cas and to develop, construct, erect, instal, operate, maintain, modify, and remove all plants, of lees, iawilities, pipes, towers and other structtm or facilities necessary and convenient to the full enjoyment by the Company of the rights granted in the Agreement; and the Company together with Public Service Cam+ ' of Colorado, S)mbyte* Inc., and Renteeh have entered into that certain Asset Transfer Agreement. dated April 12,1943, ( "Asset Transfer Agreement', which Asset Transfer Agreement provides for, among other things, the transfer of all of the CompanYs, fight, title and interest in and to certain described assets and agreements relating to a portion of the Landfill; and by letter dated April 30, 1993, Rnrmecb has advised the C:mwany of Raatech's desire to acquire all of the Company's right, title and interest to the Synhytech Pant (as defined in the Asset Transfer Agreement) (the "Plant") located on the IandfU. mduding the rights associated therewkh under the Agreement; but has waived any right to acquire any right, title or interest of the Company in and to the IAMB Gas and the landfill gas recovery facilities located an the Landfill; aced i the Company has requested approval from the City for the transfer to Renteeb of all of the Company's right, tide and interest and associated obligations, as sot forth in the Agreement, as same relates to the Plant and the portion of the LandfM on which the Plant sits (as dcstxt')ed in FAMA 2 attached hereto) (the "Plant Laud'); and JL+t! IJl 'tiJV r V G/ UU i iv•zV tIJV - ' I f l OwZ L! T 1 L, l U WHMWAS, by Resolution Number 7130; dated May 1% 1993, the City has agreed to a subk4we by the Company to Rentech of all of the Company's right, tide and interest and associated obligations under the Agreement as same relates to the P1w and the Plant Land. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants agreements and conditions set forth herein, the parties agree as follows: L SuU&m Subject to the terms herein, Lessee hereby leases to Sub - Lessee all of Lessee's right, title and interest in and to the Second Amended Agreement to the extent necessary in order for Subdfessee to own, operate maintain, modify, repair and remove the Plant and any additions thereto, located or to be located on the Plaza Land as 6wribed inEarhihh 7, a#aded hereto and incorporated b=aby refemnce. Lessee does, however, reserve the right hereunder to maintain at no cost, but at Lessee's sole expense, that certain Project Trader presently located on the Plant Land until such time as Lessee shall have cormpleted Its obligations to the City regarding thte Landfill under the Agreement. This right shall include ingress and egress therata Sub.l ewe shall have no rights or obligations hereunder with respect to any other pardon of the Landfill, including but not limited to Landfill Gas and the landfill gas recovery facilities located on the Landfill, except that Sub - Lasses shall have obligations with respect to the Landfill to the ement Sublessees acts or omissions with respect to the Plant and the Plant Land affect the Landfill. 2. A=Mnt ObligafiM. This Sub-Lease is expressly subject to the Second Amended Agreement, a copy of wbieb is attached hereto and incorporated herein by referem as Pxhihit 3, as same relates to the Plant and the Plant Land The parties adwowledge, that the Second Amended Agreement, when executed, did not contemplate bifurcation of the Plant and the Plant Land from the Landfill. 7be putties farther adwowledge that there are various aspects of the Second Amended Agreement which impose express or implied obligations on Lessee with respect to the LandfiII, acrd /or the Plant, and /or the Plasm Land, as those terms are used herein. Therefore, a wept as to any specific rigbts reserved by Lessee as set forth in patrAraph 1 above, Sub-Leuw covenants and agrees that all terms and conditions of said Second Amended Agreement, except for the payment obligations set forth in paragraph 4 thereof, which are reasonably related to the Plant and the Plant Land, either expressly or by implication based upon the context of the Agreement and the intent of the parties at the time of execution thereK shall become -and hereby are deemed to be the obligations of Sub- Lewo,- which shall be frilly discharged by Sub-Lame at Sub - Lessee's sole cost and expense. By way of - and not ] imitation, the obUgaxtions assnn od by Sub - Lessee shall Wade. Insurance, pprsmxnt to paragraph 7; L kenses, pursuant to paragraph 8; Eminent Domain, pursuant to paragraph 10; Cooperation with Iaadfill Operaur, purSUaut to paragraph 12, De Wt; t; purmum to paragraph 13; Site Conditions and Hazardous Materials, pummt to paragraph 14; Indenmification, Pmt to paragraph 15; Removal of Improvements, pursuant to M 2 J+.d�l ell •1 \JV r v G/ uV i'�+' zu r 11 Jv paragraph 17; provided, bmwver, that Lessee shall be responsible for damage and violations of Environmental laws, as defined in Section 11.3 of the Asset Tran4er Agreement, that result or ace incurred frpm any (y injury to or the death of any person or loss or damage to property or the environment on, about, or in connection with the Plant and the Plant which arise at any time prior to March 1, 2943. and (ii) any violation arising or accruing at any time prior to March 1. 1993 and without limitation, the F.avlrattmG,n1a1 Laws and; provided fin they, that Lessee shall indemnify Sub- for any iajuty to or death of any person or loss or dames to Property and without limitation, those relMing to the Fnvironmentai Lawws amp, about, or in connection with Lessee's maintenance of that certain Mobile Office Trader on the Plant Land as provided in paragraph I above. All rights which accrue to the Lessee under the Second Amended Agreement shalt continue to be rights of the Lessee, which rights the Lessee shall exercise, Wag due diligence, in the best interest of Sub- Lessee, as same relate to the Plant and the Plant Land snbleesed hereunder, provided, however, that Lessee shall be under no obligation to litigate any term or condition of said Second Amended Agreement for or on behalf of Sub- Lessee: 3. No RCnresentati= or '1litarrantim Sub - Lessee adax wledges that it is aware of the terms and conditions set f(nth in the Second Amended Agreement and has relied on its own review and analysis of the Agreement in determining the nature and extent of Sub - Lessee's obligations hereunder with respect to the Second Amended Agreement. Sub - 1AMe further a cimo vledges that Lessee has ma & no representations or warranties of any land regard n the terms and conditions and the rights and obligations under the Second Amended Agreement as sawne relates to the Plant and the Plant Land, or otherwise. 4. jU, ; E= = The Sub - twwee agrees to pay to the City as rental, an annual amount of $3,5W each year during the term hereof for the rights granted to Sub. Lessee hereunder. Said annual rental shall be cue and payable to the City on lime 1, 1993, and on the first day of June of each year thereafter during the term of this Sub - Lease. Said annual rental due and payable to the City shall be in addition to all other payments required to be made with respect, to the Plant anti the Plant band under the Second Amended Agreement. Such annual rental shall be remitted to the City without deduedon, set off or cmtmerdaim. Concurrently with the payment of annual rental to the City, Sub-Lessee shall provide Lessee with written notice stating that the required annual rental has been paid 5. ;ublesse Term. This Sub -Lease stall become effective as of the date first above written and shall corrdow thereafter for a terns coexistent with the term of said Second Amended Agreement; provided, however, that Lessee raserves the right in its disrretlon, to terminate this Sttb- Lease upon sixty (60) days' written notice in the event Sub - Lesaoe shall not have during any consecutive twelve (12) month period, A operated the Plant for the production of P'ischa- Trapseh product, (U) been engaged in remediation work or oonstruakm wort at the Plant for the lnuposc of allowing Sub - Lessee to operate the Plant for such purpose or, (iii) been diligently pursuing reasonable alternatives which are I 3 -)"11 U1 •I%L„1 f U -1 uV • LJ -Vu I 1LriV L I LJ:JZtIiV UL 1TLZ! �J Mmly to result in the production of Fscher- Tropsch prodW at the plant. Ussee may ekCt, from time to tame, to make reasonable inquiry of Sub - Lessee rem Sub - Lessee's cited des in this regard, except that Lane Shall have no right to receiv mandential information with respect tbermtea (L EWWnt of 7 = and Fes. Sub- Uss+ee shag promptly pay and discharge as they beemme clue and before delinquency, all taxes, assess w=6 charges, liens, levies, or cw sea, whether general or speci4 ordinary or attraardinary of every name and kind, which arise out of or result from the aetivities of Sub -Lssee berg order or with respect to the Plant or the Plant Land, including impro- placed thereon by Sub - Lessee; exeoept that the taxes due and payable for Calendar year 1993 shall be prorated between the patties as of May 20, 1993 pursuant to the terms of the Asset Transfer Agreement. 7. JndemuiHca&& Sub- Lessee agrees to assume Pull Liability and responsibility for any injuries or property damage occurring from and after the date heteoiy and to protect and bold harmless and indemnify Lessee from and against any and all liabilities, losses, daims demands, costs expenses (including expenses and attorneys fees incurred in enforcing this indemnify obligations and judgments of any nature arising* or alleged to arise, from or in connection with MM to, or the death 4 aay person, or loss or damage to property or the envaronmem on, about, or in ecconec Lion with the Plant and the Plant Land as well as nay violation arising or accruing at any time from and after the date hereof., and without lianitation. the -- Laws (as defined in the Asset Transfer Agreement). At its expense, Sub - Lessee will resat and defend any action, suit or proceeding brought against Lesser and /or Sub - Lessee by reason of any smh occurrence through counsel mutually agreed upon by Lessee and Sub- Lessee. Nothing herein wataine d shall impose any oblipdoan on Sub - Lessee to indemnify Lessee for any liability. losses, dams, demands, costs, expenses and judgments whether relating to death, injury or property damage or damages arising under the Emdronmental Laws, which arise from I Lessee maintanmmg that certain Mobs Of E ce Trader on the Plant land as provided in paragraph 2 above. & No Suh case or Agig= nt . 7bis Sub - Lease Agreement shall not be further subleased by Sub - Lessee, nor shall it be assigned by Sub - Lessee. Any sublease or assignment in violation of this pwv ision shalt be an "Ev u of Lkftult° heremuler. 9. Sub - Lessee may terminate this Sob -Lease Agreement upon sat)► (60) days * written notice t0 Issee. Upon termination. Sub-Le shall, at its sole oast and expense, anply with obligations of the Second Amended Agreement, including but without limitation, those regarding, Removal of lmpmn+emenis as same relate either erspredtsly or by implication. direretly or fly to the Plant and the Plant Land. Upon premature termination of this Serb - Lessee Agreement by Sub - Lessee pumnant to this paragraph 9 or by Lessee pursuant to paragraph S above, Sub- Lessee shall bane six (6) f 4 .!L \1 U1 -1 \J11 V -L / UV Y aV'V• I iwY 11 LUV'='..f IM14/ / A. moanths front the affective date of stieb termination to remove the Plant and any addition thereto from the Plant LWd. 10. M ofd rune is of the Essence for this Sub-Lease Agreemenk and any of the following shall constitute an "Event of De:ftwlf giving rise to the rights on the part of Lessee described in Paragrapb (10) below; (a) Failure of Sub -Ussee to pay any amounts due to the (qty of Pu Wo as described in paragraph 4 above, for more than five (S) days after such payment is due or the failure: of Sub- Lessee tb make payment of any other amount due under the Second Amended Agreement relating to the Plant or the plant Land more; than ten (10) days after sucb payment is due; provided, however, that Lessee shall, to the extent it has knowledge of such a failure, provide ten (10) days written notice to Sub -fame of such failure and Stab- 14ssee shall have ten (10) days from receipt of such notice to cure the failure; or (b) DefaWt in the perfornraace of any other obligation of Sub - Lessee purunant to the Second Amended Agreement ss same relates to the Plant and the Plant 1=4 with such default continuing for a period of ten (10) days after written notice by Lessee to SO4.,essee; or (c) The entry of a decree or order for relief with respect to the Sub- Lessee by a court having jurisdiction m the premium in an irYVOluntary case under federal bankruptcy Taws, as now or hereafter eonstitated, or any other applicable federal or state bankruptcN insolvency, or other similar law, or appointing it receiver, luhurdator, assigam cuntodim trustee, sequestrator (or similar official) of the Sub-Lessee or of any sub►9tantial. part of the Sub- Lmee's property or ordering the winding up or liquidation of Sub - Lessee's affairs and the t'nmation of any such decree or order wn uye:d and in effed for a period of thirty (30) consecutive days+ or' -- (d) Failure to maintain insurance witb respcd to the Plant amd the Plant Land as required pursuant to the above - mentioned Asset Transfer Agreement and the Second Amended Agreement. IL RWMUps? E6-WI, Upon the occurrence and contim don of any Event of Default, the Lessee may, in its discretion, declare this Sub -Lem Agreement in default and do any one or more of the fallowing: (a) Terminate this Sub -Lease Agreement; 41 II.W' 1 fiJJY UY�.1U1 >fY A Ul lU JLI Yl U1 •1rJV > J - d.l 00 (b) E=cise any other right or remedy which may be available under applicable law and in general prooeed by appropriate judicial proceedings eitber at law or in equity, to enforce the terms hereof or to recover damages for the breach hereof including reasonable expenses and morneys fees; (c) Exeraisit any other right or remedy which may be available under the Second Amended Agreement. 12 Sub- Lessee hereby reppresenra and warrants to Lessee that (a) Sib - Lessee has the power to make, deliver and perform under this Sub - .Lease AgteemeiM (b) The person executing' and delivering this Sub - Lease Agreement is authorized to do so on behalf of Sub - Lessee; and (c) This Sub -Lease Agreement canstiWAS the valid obligation of Sub- Lessee, and is legaUy binding igm it and enforceable and is accordance with its terms. 11 I'i Any ocI , unication between Sub - Lessee and Lessee shall be addressed as follows or as is later amended in writing to the other party hereto: FOR LESSEE: Fuel Resources Development Co. Public Service Company of Colorado Richard C. Kelly, Senior Vice President V25 27th Street, Suite 900 Denver, Colorado 5002 FOR SUB - LESSEE. Rented, Inc. Ronald Riti, Soeretary 1624 Market Street, Suite 3MA Denver. Colorado 5012!Qi2 14. Qftr „gg nments. N o thing herein shalt be deemed to modify or amend in any wall ft terms and em litions of the Asset Transfer Agreement. In the event of a 6 :,utt u► -lwv 1 c1 1 - uU + 1 J • cIL 1lJJ 1 (1I)- 9L"-uA If A f r I" conflict between this Sub -Lease Agreement and the Asset Transfer Agreement, the Asset Thnsfer ,Agreement shall control. 15. This Sub- 14aseAgreement constitutes the complete agreement between the parties with respect to the subject matter hereal. This Sub -Lease Agreement stall not be amended euept as may be immUn Iy agreed to by the parties in writing. A7rm - . 5— Ae l L ATTEST: FUEL RESOURCES DEVELOPMENT CO We President RENTECK INC. 4 4M•016 -3340 i � J G i UV ♦ t U' Vt+ s ItJV -� a O i l 1 f 1JVYU'YVU AT M 1 U! 1J The parcel of land located in Pueblo County, Colorado and desan' bed a: The S% of the NW y4, the N% of the SV4 and she SYz of the SW Y4, all is Section 15, Township 21 South, Range 65 West of the 6th P.M.; and a portion of the E% of the E% of Section 1 3. , Township 21 South, Range 65 West of the 6th P.M. being the Fast 600 feet of the South 2975 feet of said Section 13; Pueblo y, Colorado, =tainin a;Vrozinmtely 361 wes, aweptio8 edsting roads and rights of way and subject to easements, restrictions, reservations and rights of way of record. F JLr Y A V r J — G7 - JJ f 1V• =lc. LiJJ lrl ✓VYcrSVLl sfrl UJ 1J A Uld of land located is the SEi/4 of the SWVs of Section 18, Township 21 South, Rauge 65 West of the 6th P.M., being more particularly described as follow Considering the South line of the said SWV4 of Sec dm 18 to bear S. 88°- 45' -33" E and all beams contained bercin being relative tbereto. �. at the corner of said Section 18; thence N.74 E, a distance of 1408.09 feet to the True Point of BeginninX tbence N 04° - 24 =55" E., a dieunce of 422.00 feet; thence &W -35'-05 - E., a distance of 360.00 feet; thence S.d9°- 24' -W W. a distance of 42ZOO feet; thence N.W 35 4W W , a distance of 360.00 feet to the Point of Beginning . Containing 3.4$$ acres, also ]mown as 5717 W. Highway 78, Pueblo, Colorado 81M.