Company:

CPS Energy Power Generation Facilities

Carbon Dioxide 98% Pure Liquid

Statement of Work No. 10607015

Purchase Order No.

CPS ENERGY GENERATION FACILITIESSTATEMENT OF WORK NO. 10607015

This Statement of Work No. 10607015 (“SOW”) is between (“Company”) and the City of San Antonio, acting by and through City Public Service Board (“CPS Energy”) issued pursuant to the Master Agreement dated (the “Agreement”).

Capitalized terms not defined in this SOW have the meaning provided in the Agreement. This SOW defines the specific requirements, work effort, milestones and schedule for the Services that Company provides to CPS Energy related to the Project (defined herein).

The terms of the Agreement shall control unless this SOW clearly indicates otherwise. Notwithstanding the immediately preceding sentence, in the event that this SOW expressly provides that certain provision therein shall control over specified provisions of the Agreement (“Special Terms”) and such Special Terms are agreed to by duly authorized representatives from both parties, then, to the extent that such Special Terms conflict or are inconsistent with the specified provisions of the Agreement, any such Special Terms shall control, but only for the purposes of this particular SOW. No terms and conditions of any proposal, invoice or other form or document provided by Company shall be binding upon CPS Energy unless specifically accepted by CPS Energy in writing.

1. Introduction/Background .

This SOW outlines the requirements for the supply of Carbon Dioxide 98% Pure Liquid as specified under Exhibit A (the “Chemical”).

This SOW covers the acceptable requirements, as determined by CPS Energy, for the order fulfillment, transportation, delivery, and storage of Chemical to and at authorized CPS Energy Power Generation locations specified within this SOW.

Accordingly, Company’s responsibility, chemical property and Service requirements, list of authorized locations, and other concerns shall be outlined within this SOW.

CPS Energy reserves the right at all times to engage multiple vendors for the supply of the Chemical covered by this SOW, and Company will be selected as the secondary, or tertiary vendor. Additionally, in its sole discretion, CPS Energy may change the Company’s role to primary, secondary, or tertiary if deemed necessary to meet the business needs of CPS Energy. 

2. Term . The Initial Term of this SOW shall commence on February 23, 2021 and shall terminate, subject to the terms of the Agreement, on February 22, 2024. The parties may agree in writing to renew the SOW for a successive term, the length of which shall be mutually agreed upon by the parties, and cannot exceed the length of the Initial Term. 

3. Chemical(s) & Services . Company agrees to provide the following Chemical (“Good(s)” for purposes of the Master Agreement) and shall provide all labor, tools, equipment and machinery, parts and materials necessary to deliver the Chemical (the “Services”), on an as needed basis, and as requested by the CPS Energy Field Representative pursuant to Order Process described in Section 4 below:

a. Chemical(s) .

i. Company shall provide the Chemical(s) indicated in the Section titled “Exhibit A” of this SOW, according to the Specifications set forth therein.

ii. Company shall use commercially reasonable efforts to devote adequate supply of Chemical to CPS Energy in accordance with the provisions of this SOW.

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iii. If required under the Specifications, Company shall at all times maintain inventory and supply chains to meet CPS Energy's total present and future requirements of Chemical for use at CPS Energy's Location(s) (“Minimum Inventory”) as set forth in the Specifications. CPS Energy shall not be limited to, nor shall be required to order a minimum or specific quantity or dollar amount of Chemical under this SOW, including the quantities set forth in the Specifications.

b. Delivery .

i. Company shall deliver the Chemical(s) to CPS Energy as set forth in the Chemical Order (defined in Section 4 below).

ii. Company shall provide suitable transportation to deliver the Chemical and shall warrant that all permits and licenses required federal, state or local law for transporting the Chemical are validly held by the Company and/or its agents and employees.

iii. Company shall comply with CPS Energy's security officers and security directives at CPS Energy's Locations.

4. Order Process .

a. Chemical Orders . A CPS Energy Field Representative, or designee, (the “Ordering Agent”) will contact the Company representative by phone when a new Chemical order is required (“Order Notification”). The Ordering Agent will provide the following information:

i. Purchase Order number

ii. Chemical Order number

iii. Delivery Date

iv. Delivery location

v. Quantity required

vi. Name of the Ordering Agent

vii. Name of Company Representative taking Chemical Order

viii. Special delivery instructions, if necessary.

b. Chemical Order Documentation . Following the phone call, a Chemical Order confirmation will be submitted to the Company representative via email. The Chemical Order confirmation will include the following:

i. Purchase Order number

ii. Chemical Order number

iii. Delivery Date

iv. Delivery location

v. Quantity required

vi. Name of the Ordering Agent

vii. Name of Company Representative taking Chemical Order

viii. Special delivery instructions, if necessary.

c. Company Response . Any objection to Company’s ability to meet the requirements set forth in the Chemical Order confirmation must be made in writing, within eight (8) hours of delivery of the Chemical Order confirmation email from CPS Energy.

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5. Forced Outage / Emergency Services .

a.Company acknowledges that in order to support energy and critical infrastructure requirements, the Defense Priorities and Allocations System (“DPAS”) may grant CPS Energy a priority rating requiring Company to prioritize CPS Energy Chemical Orders in accordance with DPAS regulations.

b.Company shall order sufficient quantities of Chemical to enable Company to deliver Chemical in accordance with CPS Energy’s needs.

c.When there is a forecast for a pending natural event, Company shall prepare well in advance, organizing skilled workers, equipment, surplus Chemical and support staff to ensure Company is positioned to maintain the needed supply of Chemical to CPS Energy.

d.To the extent compliance with DPAS regulations, Company shall fulfill Chemical Orders placed pursuant to this SOW prior to filling any orders of any other customer in the event of a labor, materials or capacity shortage.

6. Deliverables . Company shall deliver the following (the “Deliverables”) with delivery of the Chemical:

a.Material Safety Data Sheet (MSDS) .

i. If an MSDS is required by law on the Chemical being supplied, Company must provide to CPS Energy, with the initial shipment of each Chemical, and with the first shipment of the Chemical after any changes in that Chemical, an MSDS in accordance with OSHA Hazard Communication Standard 29 C.F.R. 1910.2000.

ii. The MSDS document must be sent in a weatherproof package if it is exposed to the elements.

iii. Failure to include the MSDS with the shipment will cause the shipment to be received with an exception to the Chemical Order requirements and payment of the Chemical requiring an MSDS will not be made until this requirement is met.

iv. CPS Energy acknowledges that there are known hazards associated with Chemical, including the storage, use and handling thereof, and CPS Energy agrees that its employees, agents, contractors, and others concerned with Chemical are aware of such known hazards.

b.Certificate of Analysis . Company shall include, at delivery, manufacturer’s certificates of compliance and certificates of analysis with each shipment of Chemical.  Certificates of analysis shall contain, at a minimum, percentage and PPM values for all chemical components. Certificates of analysis shall be taken from the tube trailer after filling operations are completed.

c.Delivery Ticket . Company must provide a delivery ticket with each delivery that shows the CPS Energy Chemical Order Number, CPS Energy Purchase Order number, a description of the Chemical, and the quantity of Chemical delivered.

7. Company Supplier Issues / Procurement of Materials required to Maintain Supply . The Parties agree that Company is responsible for, and shall administer, the procurement of such Chemical and materials required to supply Chemical in accordance with the terms herein, which responsibilities shall include: transporting, inspecting and storing the Chemical; maintaining systems for material management; maintaining adequate supplies of Chemical, to the extent required hereunder; and supplier and logistics management, in each case in accordance with the terms herein. If there is a failure to supply issue with a Company supplier as a result of a Force Majeure Event or a Company supplier fails to deliver the appropriate quantity or quality of needed materials within the span of four consecutive orders, without limiting the provisions set forth in the Force Majeure Event Section, Company shall so notify CPS Energy in writing of such supply issue. 

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8. Inspection . All deliveries will be subject to inspection by a CPS Energy representative, before unloading at the point of delivery.

9. Chemical Retention Samples . Company shall retain samples of each production batch of Chemical for up to one (1) year from production (“Retention Samples”) or as required by CPS Energy upon reasonable suspicion of a quality issue relating to the Chemical. Company shall ensure the quantity retained is sufficient to undertake relevant testing including microbiological, chemical and sensory anaylsis, and such Retention Sample is secure and stored in the recommended environmental conditions. Company shall provide CPS Energy with Retention Samples promptly upon request. CPS Energy shall be entitled to review, upon reasonable prior written notice, all manufacturing records relating to such Retention Samples including all analytical procedures and cleaning validation relating to the equipment used in connection with the manufacture of the Retention Samples. CPS Energy shall pay for such Retention Samples (including all applicable shipping costs) when invoiced in accordance with this SOW. 

10. Unloading .

a.Unloading must be performed by the Company truck driver or operator. All unloading hoses, connections, pumps, blowers, etc. must be suitable for use with the Chemical and be in good working condition. All connections must be compatible with CPS Energy quick disconnect fittings or flanged connections, as applicable.

b.There must be no release of material or Chemical into the environment at any time during unloading.

c.The driver or operator must remain with the truck during the entire unloading operation and monitor the unloading.

d.The driver or operator must provide and be using at all times during chemical handling or transfer suitable personal protective equipment in accordance with the Safety Data Sheet (SDS).

e.In the event of any release, the driver or operator must stop/control the release as quickly as safely possible and immediately notify CPS Energy.

11. Packing and Shipping .

a.All Chemical shall be properly packed, marked, loaded and shipped as required by this SOW and in a manner which prevents damage or deterioration in transit and ensures the safe arrival of Chemical at the named destination and that permits the lowest transportation rates to apply.

b.CPS Energy is not liable for extra charges for boxing, crating, packing, cartage, handling or anything else unless stated in the Chemical Order.

c.Company shall mark the CPS Energy Chemical Order Number, CPS Energy Purchase Order number with each shipment, Company's name, packing slip number and other identification on all containers, invoices, correspondence, bills of lading and other shipping papers and enclose a packing slip with the Chemical Order Number and CPS Energy Purchase Order number in each container.

d.Company shall mark all containers with necessary lifting, handling and shipping information.

12. Waste Handling . Company is responsible for accidental spills, construction waste and debris, and/or any other waste generated on CPS Energy jobs. Immediately contact the CPS Energy Field Representative or CPS Energy, if any of these situations arise for more detailed information.

13. Chemical Standards and Quality Assurance .

a.Modifications in Specifications . Neither Party shall make any revisions to the Specifications, manufacturing processes or materials of the Chemical without the prior written consent of the other Party, such consent not to be unreasonably withheld. All costs for any and all revisions to the

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Specifications (including any additional Chemical or procurement costs) shall be borne by CPS Energy and shall be mutually agreed in writing by the Parties. 

b.Legal and Regulatory Filings and Requests .  Company shall use commercially reasonable efforts to cooperate with CPS Energy in responding to all requests for information from, and in making all legally required filings with, Governmental Authorities having jurisdiction to make such requests or require such filings. Company shall (a) obtain and comply with all licenses, consents and permits, and (b) comply with all Laws to the extent applicable to its manufacturing and packaging processes, the facility or for the performance of its obligations hereunder. 

c.Quality Tests and Checks . Company or permitted subcontractors shall perform all tests or checks required by the Specifications.

d.Non-Complying Chemical . Company shall not release any Chemical for shipment that does not conform to the warranties set forth in the Specifications (“Non-Complying Chemical”), without the prior written approval of CPS Energy.

e.Responsibility for Rejected and Non-Complying Chemical . Company shall quarantine and properly tag all Non-Complying Chemical. Company shall promptly submit to CPS Energy a report detailing the nature of such non-compliance, including the investigation and testing done and Company’s recommended disposition. Company shall provide any additional information regarding such Non-Complying Chemical as may reasonably be requested by CPS Energy. CPS Energy shall not be required to pay for any Non-Complying Chemical. 

f.Rejection of Chemical; Disposal of Rejected Shipments . 

i. CPS Energy may reject any Non-Complying Chemical by providing notice of rejection to Company within ninety (90) days following receipt by CPS Energy of any shipment of such Chemical hereunder; provided, however, that CPS Energy may provide notice of rejection of any shipments of Chemical having any latent defects or any defects not reasonably discoverable through visual inspection up until the date of expiration of such Chemical.

ii. CPS Energy shall return any shipments of Chemical (or portions thereof) rejected to Company or Company’s designee at Company’s expense. In addition to any other rights or remedies of CPS Energy hereunder, Company shall replace such rejected Chemical as soon as practicable at no additional charge to CPS Energy. 

iii. In the event CPS Energy rejects any Chemical that Company reasonably believes to conform to the warranties, Company shall have the right to test such Chemical to determine whether or not it so conforms. Company shall hire an independent third party laboratory, subject to CPS Energy’s prior written approval of such laboratory, to perform such tests in accordance with all applicable Laws and promptly provide the results thereof to CPS Energy. The determination of such tests shall be binding upon the Parties for all purposes hereunder, provided that if such tests are unable to determine whether or not such rejected Chemical is Non-Complying Chemical, such Chemical shall be deemed to be Non-Complying Chemical. If such tests determine that the Chemical is, or such Chemical is so deemed to be, Non-Complying Chemical, Company shall bear the costs of such tests. However, if such tests determine that such Chemical is not Non-Complying Chemical, CPS Energy shall bear the costs of such tests and shall remain obligated to pay Company the Price for such Chemical, and, without limiting such obligation, if CPS Energy reasonably so requests in writing, Company shall use commercially reasonable efforts to re-deliver such Chemical to CPS Energy at CPS Energy’s expense. 

14. Disposal of Rejected and Non-Complying Chemical and Materials . 

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a.All Non-Complying Chemical and Chemical rejected pursuant to this Agreement and all non-conforming Chemical materials not able to be used in the manufacture of Chemical, shall be removed (if applicable) and disposed of by Company in accordance with all applicable Laws, and as approved in advance by CPS Energy (such disposal cost to be at the expense of the party deemed to be responsible therefor pursuant to the terms of this SOW). All Non-Complying Chemical shall be destroyed by Company prior to disposal, and Company shall deface and render unreadable all words or symbols that identify CPS Energy including CPS Energy’s trademarks and CPS Energy’s logotypes that adorn any packaging containing such Chemical prior to disposal of such Chemical. 

15. Government Inspections and Recalls .

a.Company shall notify CPS Energy of any inspection of Company’s facility proposed or scheduled with the FDA or any other Governmental Authority that relates to the Chemical or to general matters at the facility that affects the Chemical. If the FDA or any other Governmental Authority conducts an inspection at Company’s Facility, seizes any Chemical and/or Chemical materials, requests a recall or field alert be issued for any Chemical, or otherwise notifies Company of any violation or potential violation of any applicable Law or of any intended inspection of the facility, Company shall notify CPS Energy of such. For the purposes of this provision, “Field Alert” means a three-day NADA/ANADA field alert report described in 21 C.F.R. 514.80 (b)(1) that indicates the potential of a quality issue (e.g. bacterial contamination, significant chemical, physical degradation, adulterated or misbranded product). As applicable, Company shall promptly send any reports relating to such inspections, recalls or violations or potential violations of law to CPS Energy, provided that Company may reasonably redact any such reports to protect its confidential information (including information regarding Chemical not sold to or systems not used to manufacture Chemical for CPS Energy). In the event that any such governmental authority requests, but does not seize, a sample of the Chemical in connection with any such inspection, Company, as the case may be (i) shall promptly notify CPS Energy of such request, (ii) if permitted by law, shall satisfy such request only after receiving CPS Energy’s approval, such approval not to be unreasonably withheld or delayed, (iii) shall follow any reasonable procedures instructed by CPS Energy in responding to such request and (iv) shall promptly send a sample of any Chemical requested by the governmental authority to CPS Energy. Company shall not initiate any recall of Chemical without the prior written agreement by CPS Energy. Company shall give and permit full and unrestricted access to all or any of its premises at any time to any authorized representative of any governmental authority in connection with its obligations hereunder and shall co-operate fully with any such representatives. 

b.To the extent that such recall results from any breach by Company of this SOW, in addition to any other rights or remedies available under the Agreement, Company shall reimburse CPS Energy for CPS Energy’s costs and expenses associated with such recall, including shipping costs, administrative costs associated with arranging and coordinating the recall, and all costs associated with the distribution of replacement Chemical. 

16. Segregation of Restricted Compounds . 

a.Company shall not use any equipment, dedicated change parts, molds or tooling used to manufacture Chemical to manufacture Chemical containing any of the following compounds: (i) androgens, estrogens and progestin or (ii) herbicides, pesticides, rodentcides, agrochemicals and cytotoxins, in each case without such controls and segregation with respect to these compounds as required by applicable Laws.

b.Company shall not manufacture penicillins, cephalosporins, beta lactams in the same building within the same facility as the Chemical. 

17. Company Covenants / Responsibilites .

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a.Company shall demonstrate competency in the knowledge of safety, health and environmental regulation compliance and the association of those requirements to this Agreement. Company shall ensure that all worker certifications and license requirements are identified and obtained before performing the regulated work. Company shall demonstrate full competence in the execution of Services required by the magnitude of this Agreement. Company shall ensure all work conforms to latest recognized industrial standards and specifications.

b.Safety, Health and Environmental Requirements . Safety at CPS Energy and all of its locations is of paramount importance. Company shall be responsible for the workplace safety and health of all work performed under this Agreement. Company shall assert safety, health and environmental standards in the performance of this Agreement. Company’s goal shall be zero lost workdays due to on the job injuries or illness and zero fines, penalties or Notices of Violations (NOV) due to safety, health or environmental issues. Company shall develop and maintain a written safety plan subject to all applicable federal, state, and local laws, CPS Energy regulations, ordinances, codes, and orders relating to safety, health and environmental.

c.Staffing . Company shall maintain adequate professional expertise, qualified staff and management to ensure work is completed as required. Only qualified workers shall perform the work. The work force shall not only meet any requisite training requirements, but they shall be able to demonstrate competence in all assigned tasks. Company shall remove any individual whose behavior is deemed by the CPS Energy the Field Representative to be contrary to the public interest or inconsistent with the best interests of CPS Energy’s security from the performance of Services at any CPS Energy site.

d.Familiarization of Conditions . Company shall become familiar with all available information regarding difficulties that may be encountered and the conditions, including safety precautions, under which the work prescribed within this SOW, must be accomplished. Company shall not be relieved from assuming all responsibility for properly estimating the difficulties and the cost of performing the Services required in this Agreement because Company failed to investigate the conditions or to become acquainted with all information concerning the Services to be performed.

e.Contract Not Affected by Oral Agreement . Company shall acknowledge that no oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in this Agreement. All modifications to the Agreement must be made in writing.

18. Additional Warranty Provisions . In addition to any warranties stated in the Agreement, the following additional warranty provisions shall apply:

a.The Chemical sold hereunder are warranted to be free from defects in material and workmanship and to strictly comply with the Specifications attached to this SOW. Chemical shall be merchantable and fit for their intended use. In the event of breach of the foregoing warranty, Company shall promptly arrange for return of any defective Chemical and replace or correct it, all at Company’s expense. In addition to any other rights or remedies CPS Energy may have available to it at law or in equity, Company shall indemnify CPS Energy for any direct loss or damage arising out of the use or inability to use Chemical sold hereunder, whether or not such damage results from breach of warranty, negligence or any other cause.

b.The Chemical sold hereunder shall not be adulterated or misbranded within the meaning of Sections 501 and 502, respectively, of the FD&C Act and any other applicable Laws and shall comply with the 1913 Virus-Serum-Toxin Act, 21 U.S.C. 151-159 and 21 C.F.R. Parts 101 to 118, as amended by the 1985 Food Security Act (as applicable with respect to veterinary biologics), in each case except to the extent resulting from (i) any CPS Energy-supplied materials as furnished to Company hereunder; or (ii) CPS Energy’s specifications for the text (including any logos or other graphics) for any packaging material used in connection with Chemical.

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c.The Chemical sold hereunder shall, at the time delivered, have the remaining minimum shelf-life, if any, specified in the Specifications.

19. Time of Essence / Days. Time is of the essence of this SOW and of each covenant or agreement that is to be performed at a particular time or within a particular period of time. Unless otherwise expressly provided herein, all periods for performance, delivery, review or approval and the like shall be determined on a “calendar” day basis. If any day for performance, delivery, review or approval shall fall on a Saturday, Sunday or legal holiday (state or federal) in San Antonio, Texas, the time therefor shall be extended to the next business day.

20. Delivery Date / Delay Damages & Fees .

a.Company shall deliver the Chemical(s) specified on or before the Delivery Date specified for each Chemical Order (each a “Delivery Date”).

b.Shipments in greater or lesser quantity than ordered or items delivered substantially in advance of scheduled dates may be returned at Company's expense, including transportation charges both ways, unless written authorization is issued by CPS Energy.

c.Notwithstanding any provisions to the contrary, should Company be unable to meet the Delivery Date, Company shall be liable for all costs incurred by CPS Energy arising from such delay, including Late Delivery Fees, if any are specified on the Specifications. If Late Delivery Fees are specified in the Specifications, Company will credit CPS Energy the Late Delivery Fee amount set forth therein for each and every calendar day there is a delay in the delivery, other than delays approved in writing by CPS Energy. The amount of such credit may, at CPS Energy’s option, be deducted and retained from any amount which would otherwise be payable to Company. The parties acknowledge and agree that the damages for delayed delivery cannot be accurately measured or that calculating such damages is difficult, and that the Late Delivery Fee amount is reasonable. Notwithstanding any limitation of liability provision that purports to limit Company’s liability for various types of damages, Company’s liability for Late Delivery Fees pursuant to this provision shall be unaffected. The parties intend that the Late Delivery Fees constitute compensation, and not a penalty. CPS Energy’s acceptance of Late Delivery Fees shall not be deemed acceptance of late delivery, nor shall it prohibit CPS Energy’s termination rights of such delayed Chemical Order. The rights and remedies provided herein shall be cumulative and in addition to any other rights and remedies provided by law or otherwise.

21. Termination by CPS Energy – Schedule Delay or Delivery Delay .

a. If Company is responsible for a delay in the progress of the Chemical Order such that the Delivery Date is either delayed or anticipated to be delayed, Company must, without additional cost to CPS Energy, work such overtime and utilize such additional equipment as may be necessary to minimize or eliminate the anticipated delay in the Delivery Date.

b. If Company fails to meet written deadlines and does not cure the failure within five (5) calendar days of CPS Energy’s written notice, CPS Energy may immediately terminate this SOW for breach, in whole or in part without further liability or obligation as to the terminated portion of this SOW.

c. If Delivery of the Chemical is delayed for any reason (excluding Force Majeure Delays) in excess of fifeteen (15) calendar days after the Delivery Date, the delay shall be considered an irreparable delay and a default of Company under the Agreement.  In the event of such a delay, CPS Energy shall have the option to immediately cancel/terminate this SOW in whole or in part without further liability or obligation as to the terminated portion of this SOW.

d. Should CPS Energy elect to excuse the delay, it must do so in writing. 

e. In the event of termination or cancellation under this Section, Company shall immediately stop work as to the terminated portion of the SOW, notify all suppliers, subcontractors and sub-suppliers to stop work

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on contracts for performance hereunder and to protect and preserve property in its possession in which CPS Energy has or may acquire an interest.

f. To the extent CPS Energy has terminated or cancelled a Chemical Order pursuant to this Section, and CPS Energy has not accepted any Chemical for the terminated portion, Company hereby waives any claim for Fees under this SOW, including damages or expenses related to termination or production. This provision shall apply notwithstanding whether the Chemical Order included production of custom Chemical in which Company has incurred costs in starting production and/or for Chemical in which Company may not be able to remarket or resell due to customization by CPS Energy.

22. Primary Contacts . The following persons will be the primary contacts for the Parties as it relates to this SOW.

CPS   ENERGY

Field Representative Field Representative

Name: Name:

Phone Number: Phone Number:

Email Address: Email Address:

COMPANY

Primary Contact Chemical Order Form Confirmation

Name: Name:

Phone Number: Phone Number:

Email Address: Email Address:

[Title] [Title]

Name: Name:

Phone Number: Phone Number:

Email Address: Email Address:

23. Fees . The fees for the Services shall be based on rates set forth on Exhibit A.

24. Expenses . Unless otherwise approved by CPS Energy in writing in advance, Company shall bear all of its expenses in connection with the performance of the Services and development and delivery of the Deliverables.

25. Invoicing . In addition to those requirements set forth in the Agreement, all invoices MUST include Chemical Order Number and PO Number or the invoice is subject to rejection or late payment. CPS Energy is not responsible for any incurred costs as a result of late or rejected payments resulting from failure to include this vital information.

26. Force Majeure; Failure to Supply . 

a.Subject to the timelines set forth herein, no Party shall be liable for any other failure to perform or any other delay in performance, and other than as expressly provided herein, no Party shall be deemed to be in breach or default of its obligations set forth in this Agreement, if, to the extent and for so long as, such failure or delay is due to any causes that are beyond its reasonable control, including such causes as acts

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of God, natural disasters, fire, flood, severe storm, earthquake, civil disturbance, lockout, riot, order of any court or administrative body, embargo, acts of government, war (whether or not declared), acts of terrorism, failure of suppliers, strikes or other labor disputes or other similar causes, in each case to the extent beyond such Party’s reasonable control (“Force Majeure Event”). In the event of a Force Majeure Event, the Party prevented from or delayed in performing shall promptly give notice to the other Party and shall use commercially reasonable efforts to avoid or minimize the delay. In the event that the delay continues for a period of at least thirty (30) calendar days, the Party affected by the other Party’s delay may elect to: (i) suspend performance and extend the time for performance for the duration of the Force Majeure Event, or (ii) cancel all or any part of the unperformed part of the applicable Chemical Order. 

b.In the event that Company shall be unable or unwilling or shall fail to supply any Chemical in such quantities as CPS Energy shall request and in compliance with the Delivery Date (whether due to the occurrence of a Force Majeure Event, or otherwise) (hereinafter referred to as a “Failure to Supply”), then upon the occurrence of any such Failure to Supply and through and until such time as Company fully resumes its supply obligations hereunder: (i) Company shall provide advice and consultation in connection therewith; (ii) CPS Energy shall have no obligation to purchase Chemical from Company until any contractual obligations that CPS Energy has assumed in connection with producing the same or obtaining such substitute source of supply shall have terminated; and (iii) CPS Energy shall have the sole election to terminate such alternate arrangements following Company’s notice to CPS Energy that Company is capable of fully resuming its supply obligations hereunder.

27. Insurance . Company agrees to carry and keep insurance in full force during the Term of this SOW sufficient to fully protect CPS Energy from all damages, claims, suits and/or judgments including, but not limited to, errors, omissions, violations, fees and penalties caused or claimed to have been caused by, or in connection with the performance or failure to perform under the Agreement by Company, Company’s agents or employees, a Company Subcontractor, or its agents or employees. The minimum amount of insurance as required shall be in accordance with Addendum A titled “Minimum Insurance Requirements.” Company’s insurance shall be primary to and non-contributory with any self-insurance and/or insurance maintained by CPS Energy. Should the Minimum Insurance Requirements of CPS Energy change, Company shall be notified in writing and Company shall have sixty (60) days to meet the new requirements. Should the new requirements add materially to Company’s cost, Company should notify CPS Energy and request adjustment in Company’s compensation.

28. Indemnification . In addition to those Indemnification obligations set forth in the Agreement, Company shall indemnify, defend and hold harmless CPS Energy, its employees, principals (partners, shareholders or holders of an ownership interest, as the case may be), officers, employees, representatives, and agents (collectively, the “CPS Indemnified Parties”) from and against any claims, demands, loss, damage or expense arising from in any manner, directly or indirectly, out of, or in connection with, or in the course of, or incidental to, or as a consequence of Company’s conduct, including any act, omission, professional error, fault, mistake, failure, negligence, gross negligence or gross or willful misconduct, of any and every kind, by Company, or by Company’s officers, directors, employees, agents, or Subcontractors, arising from in any manner, directly or indirectly, out of, or in connection with, or in the course of, or incidental to, or as a consequence of (i) any workers’ compensation claims or claims under similar laws or obligations related to the Agreement, the Chemical, Deliverables or the Services thereunder; (ii) performance of the Agreement (or failure to perform) or any actions contemplated herein; (iii) breach of the Agreement; or (iv) violation of any laws or regulations, except to the extent the gross negligence or willful misconduct of CPS Energy gives rise to such claim. To the extent that any claim arises from the concurrent conduct of CPS Energy, Company and/or any third party, it is expressly agreed that each party’s obligations of indemnity under this section shall be effective only to the extent of each party’s pro rata share of liability. CPS Energy reserves the right to employ counsel at its own expense and participate in the defense and/or settlement of any claim

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covered by this subsection.29. Preservation of Contract Information. The requirements of Subchapter J, Chapter 552, Texas

Government Code, may apply to the Agreement and contractor or vendor agrees that the contract can be terminated if contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter.

30. Change Authorization Order / Amendment . All changes to the terms of this SOW, including any change in the scope of Deliverables or Services, modification of the description or due date of the Deliverables or Services, or a change in fees due shall be subject to the Change Authorization Order process set forth in the Agreement or by written agreement signed by both parties.

31. Authorization . Each party represents and warrants that all consents or approvals required of third parties (including, but not limited to, its Board of Directors or partners) for the execution, delivery and performance of this SOW have been obtained and that each Party has the right and authority to enter into and perform its covenants contained in this SOW.

32. Addenda. The following Addenda shall be attached hereto and incorporated herein by reference:

Addendum A: Minimum Insurance Requirements

Addendum B: Data and Security Policy

Addendum C: Subcontracting

Addendum D: Reserved

Addendum E: Change Authorization Order

Addendum F: Reserved

Addendum G:CPS Energy Power Stations and Power Plant Sites

Addendum H:Company Personnel On-Site at CPS Energy Generation Facilities

Addendum I: DOT Compliance

33. Exhibit(s). The following Exhibit(s) shall be attached hereto and incorporated herein by reference:

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Exhibit A: Carbon Dioxide Specifications and Fees

[Signature Page Follows]

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The City of San Antonio, Texasacting by and through City Public Service Board

     

Signature Signature

Printed Name Printed Name

Title Title

Date Date

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