Schedule B
LISTING AND
AGENCY AGREEMENT
In consideration of the services to be rendered by INTERNATIONAL CARBON BANK & EXCHANGE,
INC. (“ICBE”), Charles and
Mary Cook (“Owner”) lists with ICBE certain carbon
rights (the “Carbon Rights”) described in this contract (“Listing”) and grants
ICBE the exclusive right to (a)
provide information about the Carbon Rights in such manner and means as ICBE
deems desirable, including on the World Wide Web at www.icbe.com, and (b) sell the Carbon Rights in accordance with the provisions of this Listing
and appoints ICBE or its agent to execute such documents as are necessary to
transfer the Carbon Rights. The person
to whom ICBE shall sell the Carbon Rights on behalf of Owner shall be referred
to as the “Purchaser.”
PROPERTY
1.1 Carbon
Rights Defined. The term “Carbon
Rights” as used in this Agreement is defined to mean all direct and indirect
emission reductions achieved by a renewable energy device, crop or activity.
1.2 Registration Form. The Carbon Rights to be sold pursuant to this Listing are described in the System Registration Form, which is attached to and incorporated in this Agreement as Exhibit “A.” Owner warrants that the information in the System Registration Form is true and correct.
TERMS OF SALE
2.1 Terms of Sale. In addition to the other terms and conditions contained in this Listing, the Carbon Rights shall be sold on the following terms.
2.2 Price. The Carbon Rights shall be sold at a price of Three Dollars ($3.00) per ton or more, payable in cash in United States Dollars, based on the valuation of the Carbon Rights made in the sole discretion of ICBE. Such valuation shall be determinative. Said valuation is subject to revaluation or other governmental regulations. In such event, any sums paid to either Owner or ICBE from the proceeds of any sale shall not be affected and neither shall have the right to recover excess payment from the other.
2.3 Disclaimer. ICBE does not warrant that Carbon Rights can be sold or that the market will be stable. The parties acknowledge that the value of Carbon Rights at the present time is speculative and that their future value, if any, will be affected by a number of factors, including, without limitation, whether the Kyoto Protocol or similar emission reduction laws are adopted by the United States Congress.
2.4 Verification. Owner hereby grants ICBE and ICBE’s agents the right to enter upon Owner’s property for the purpose of verifying and inspecting the device, crop or activity that creates the Carbon Rights.
2.5 Documentation. Settlement instructions and any necessary bills of sale or other
documents of transfer which are consistent with the terms of this Agreement
shall be signed by either the Owner or the broker acting as the Owner’s agent.
2.6 Title. The Carbon Rights (“Title”) shall be free of liens, encumbrances, easements, restrictions, rights, and conditions of record or other encumbrances known to the Owner other than the following, to which the Purchaser shall take subject: _______________________.
TERM
3.1 Period of Agreement. This Agreement shall continue for three (3) years commencing on October 11, 2001 and shall terminate at midnight on October 11, 2004, unless extended in writing by the parties.
ARTICLE 4
ICBE’S COMPENSATION
4.1 Commissions. ICBE’s commission is earned and payable on the execution of this Agreement regardless of whether the Carbon Rights are sold or whether they are sold by Owner or a party other than ICBE.
4.2 Means of Payment. ICBE is authorized to and will deduct its commission from Owner’s Carbon Rights on the execution of this Agreement.
4.3 Amount of Commission. The Owner agrees to pay ICBE, in lawful money of the United States (a) an initial non-refundable listing fee of $ 0; and (b) a commission equivalent to twenty five percent (25%) of the generated Emission Reductions (Carbon Rights)
4.4 Insurance and Discount. The Owner agrees
that 10% of the Carbon Rights are put aside for Insurance and Discount funds,
to protect against natural disasters and catastrophies, uncertainties in system(s) energy production, and errors in
emissions data of the local power pool.
The Amount to be paid to the Insurance Fund is equivalent to five percent
(5%) of the generated Emission Reductions (Carbon Rights), and permanently resides in the Bank to
protect buyers and sellers of emission reductions. The Amount to be paid to the
Discount Fund is equivalent to five percent (5%) of the generated
Emission Reductions (Carbon Rights), and
is stored in the Bank until subsequent verification can confirm the realization
of anticipated Emission Reductions (Carbon Rights). In the event that generated Emission
Reductions (Carbon Rights) can be
shown to equal or exceed the anticipated amount, the Discount Amount shall be
credited to the Owner. The Amount set aside for Insurance will not be credited
to the Owner.
4.4
Acknowledgment. The Owner acknowledges that Owner has read
and understands this Listing and Agency Agreement and accepts the terms and
conditions contained in this Agreement.
ARTICLE 5
MISCELLANEOUS
5.1 Entire Agreement. This Agreement represents the entire
agreement of the parties.
5.2 Disputes. This Agreement shall be governed by the laws of the State of Florida applicable to contracts entered into and to be performed in the State of Florida. All disputes, differences or questions arising out of or relating to this Agreement, or the validity, interpretation, breach, or violation or termination thereof, shall be finally and solely determined and settled by arbitration at Gainesville, Alachua County, Florida, USA, in accordance with the rules of the American Arbitration Association. Said arbitration shall be conducted by a panel of three (3) arbitrators and all proceedings shall be conducted in the English language. In any such arbitration proceeding the arbitrators shall adopt and apply the provisions of the Federal Rules of Civil Procedure relating to discovery so that each party shall allow and may obtain discovery of any matter not privileged which is relevant to the subject matter involved in the arbitration to the same extent as if such arbitration were a civil action pending in a United States District Court. Judgment upon an arbitration award may be entered and enforced in any court of competent jurisdiction.
5.3 No Warranty. ICBE makes no warranty that the Carbon Rights can be sold at any
price. In other words, ICBE does not
guarantee that the Carbon Rights will be sold.
INTERNATIONAL CARBON OWNER: Charles and Mary Cook
BANK & EXCHANGE, INC.
Signature:________________________ Signature:___________________________
Printed
Name:_____________________ Printed
Name:________________________
Title: ____________________________ Title:
(if applicable)____________________
Date:____________________________ Date: _______________________________
Company: (if applicable) ________________