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DR1101-CS111021(11/23/2011) Ken Griffin -Fwd: EFH: Northlake Access Agreement Page 1 From: Clay Phillips To: Ken Griffin Date: 10/21/2011 9:51 AM Subject: Fwd: EFH: Northlake Access Agreement Attachments: Access Agt -Dam tract. DOC; ATT00001..htm Ken, Attached is the access agreement that will allow Freese &Nichols to get on the property. Please review and let me know if it appears to be satisfactory from our perspective. Thanks! Clay »> On 10/20/2011 at 3:04 PM, in message <4DF05CE7- FC2B- 408D -8B79- 6D61 BOF2E8E9 @luminant.com >, "Mclnroe, Patrick" <Patrick.Mcinroe @luminant.com> wrote: Making sure you got this Regards, PJM Sent from my iPhone Begin forwarded message: From: "Marsh, Lila" <Imarsh @velaw.com> Date: October 20, 2011 11:57:39 AM CDT To: "rhager @njdhs.com" <rhager @njdhs.com> Cc: "Martin, Paul" <pmartin @velaw.com >, "Stammel, Matthew R." <mstammel @velaw.com >, "Mclnroe, Patrick" < Patrick. Mcinroe @luminant.com >, "White, Kirk" < Kirk. White @energyfutureholdings.com >, "Dore, Stacey" < Stacey .Dore @energyfutureholdings.com> Subject: EFH: Northlake Access Agreement i • • Please find attached an Access Agreement addressing the City of Coppell's request to access the dam properties at Northlake. Note that Luminant will need to receive a written proposal from Coppell or Freese and Nichols specifying all investigations or tests Coppell seeks to perform. This proposal should specify the portions of Luminant's property to which the City of Coppell seeks access. Please do not hesitate to contact me if you have any questions concerning the attached. Best regards, Lila C. Marsh Counsel Vinson & Elkins LLP Trammell Crow Center 2001 Ross Avenue, Suite 3700 (11/23/2011) Ken Griffin -Fwd: EFH: Northlake Access Agreement Page 2 Dallas, TX 75201 -2975 Tel +1.214.220.7730 1marsh@velaw.com ( blocked ::mailto:lmarsh @velaw.com ) Treasury Circular 230 Disclosure: To the extent this communication contains any statement regarding federal taxes, that statement was not written or intended to be used, and it cannot be used, by any person (i) as a basis for avoiding federal tax penalties that may be imposed on that person, or (ii) to promote, market or recommend to another party any transaction or matter addressed herein. CONFIDENTIALITY NOTICE: The information in this email may be confidential and /or privileged. This email is intended to be reviewed by only the individual or organization named above. If you are not the intended recipient or an authorized representative of the intended recipient, you are hereby notified that any review, dissemination or copying of this email and its attachments, if any, or the information contained herein is prohibited. If you have received this email in error, please immediately notify the sender by return email and delete this email from your system. Thank You. Confidentiality Notice: This email message, including any attachments,, contains or may contain confidential information intended only for the addressee. If you are not an intended recipient of this message, be advised that any reading,, dissemination, forwarding, printing,, copying or other use of this message or its attachments is strictly prohibited. If you have received this message in error, please notify the sender immediately by reply message and delete this email message and any attachments from your system. (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 1 ACCESS AGREEMENT This Access Agreement (this "Agreement ") is entered into as of October , 2011 (the "Effective Date "), by and between Luminant Generation Company LLC, a Texas limited liability company ( "Luminant "), the City of Coppell, Texas, a political subdivision of the State of Texas ( "C Opp ell") and Freese and Nichols, Inc. a Texas corporation (the "Contractor "). RECITALS: A. Luminant, as "Tenant" and CBIC Coppell Land, LLC, a Texas limited liability company, Cypress Waters Land A, Ltd., a Texas limited partnership, Cypress Waters Land B, Ltd., a Texas limited partnership, and Cypress Waters Land C, Ltd., a Texas limited partnership (the "Original Landlords ") executed that c ertain Facilities and Operations Lease (the "Lease ") dated as of November 21, 2008 pursuant to which Luminant leased the land described in the Lease (the "Premises "); B. Cypress Waters Land A, Ltd. conveyed a portion of the Premises to Coppell pursuant to that certain Special Warranty Deed with Reserved Right of First Refusal and Restrictive Covenants dated November 21, 2008; C. Cypress Waters Land A, Ltd., Cypress Waters Land B, Ltd. and Cypress Waters Land C, Ltd. assigned to Coppell, on anon- exclusive basis, the rights and benefits accruing to the assignors under the Lease, and Coppell assumed the obligations of assignor thereunder, as those obligations relate to any part of the Premises then owned by Coppell pursuant to that certain Non - Exclusive Assignment of Facilities and Operations Lease dated September [undated], 2011. Coppell, in its capacity as a landlord under the Lease, and the Original Landlords are collectively referred to herein as "Landlord D. Pursuant to Section 6.7 of the Lease, upon Landlord's written request and delivery to Luminant of copies of all permits or licenses required by applicable law, if any, Luminant agrees to make reasonable efforts to lower the level of the Lake to the approximate boundaries of the Storage Tract, at Landlord's sole cost (including, without limitation, costs related to permitting and any required monitoring or testing), to allow Landlord to begin development activities related to the Cypress Waters Development; provided that Luminant reserves the right to not lower the Lake if Luminant has a reasonable business purpose to maintain the Lake level; E. Coppell desires a license to enter upon certain property owned by Luminant adjacent to the Premises containing the dams for the Lake, more particularly described on Exhibit Al hereto (the "Property ") tll permit Coppell and Contractor to perform the Coppell Inspections (defined below) to investigate the potential impact on the Prop ert'', and the Premises of lowering the Lake level as provided in Section 6.7 of the Lease; F. Luminant has agreed to grant Coppell and Contractor a limited license to enter upon the Property for such purpose in accordance with I hcon d e terms and itions f t his Agreement; and 1 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 2 G. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Lease. AGREEMENTS: For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Coppell, Contractor and Luminant hereby agree as follows: 1. Inspection Period. For purposes of this Agreement, the term "Inspection Period" means the period beginning on the Effective Date and expiring on the earlier of 1 5:00 p.m., Dallas, Texas time on the 60 "' day following the Effective Date and 2 written notice from Luminant to Coppell and Contractor terminating this Agreement (which notice may be delivered by Luminant by email as provided in Section 12), which decision shall be made in Luminant's sole and absolute discretion. 2. C01212ell Inspections. During the Inspection Period and subject to the conditions specified in this Agreement, Luminant hereby grants to Coppell and Contractor a limited license entitling Coppell and Contractor to have access to the Property upon not less than two Business Days prior written notice to Luminant (which notice may be delivered to Luminant by email as provided in Section 12) for the sole purpose of conducting the tests and inspections specified in Exhibit B hereto (each, individually, a "Coppell Inspection" and collectively, the "Coppell Inspections "). Coppell and Contractor agree and acknowledge that Luminant is undertaking demolition and remediation operations on the Property and that Coppell and Contractor shall conduct the Coppell Inspections in such a manner as to avoid any interference with such operations. Coppell and Contractor shall each enter the Property at its sole risk and shall comply with any safety rules communicated by Luminant from time to time. The Coppell Inspections may only be performed on weekdays between the hours of 10:00 a.m. and 3:00 p.m. in the presence of an employee or agent of Luminant designated by Luminant. Coppell shall bear the cost of all Coppell Inspections and shall be responsible for and act as the generator with respect to any wastes generated by any tests, which obligation shall survive the termination of this Agreement. 3. Communications Concerning the Property. Neither Coppell nor Contractor may make any filings with or otherwise communicate with any governmental authority with respect to the Property without Luminant's prior written consent, which consent may be withheld in Luminant's sole and absolute discretion. For the avoidance of doubt, however, Coppell and Contractor shall not be required to obtain Luminant's prior written consent to research public records or databases. As used in this Section 3, "communicate" and "communication" shall mean the initiation of response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means,, 4. Delivery of Reports. As additional consideration for Luminant providing access to the Property hereunder, Contractor shall deliver to Luminant's counsel, Vinson &Elkins L.L.P., at the address set forth in Section 12, at no cost to I uminant or to such counsel, copies ol all reports and any other materials exchanged between Coppell and Contractor concerning the Property prepared in connection with the Coppell Inspections ( "Reports "). The Reports shall be delivered to Luminant's counsel without any representation or warranty as to the completeness 2 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 3 or accuracy of the Reports or any other matter relating thereto. In no event shall any Reports be delivered to Luminant without Luminant's prior express written consent,, Contractor's obligation to deliver the Reports to Luminant's counsel shall survive the termination of this Agreement. 5. Proprietary Information; Confidentiality. Coppell and Contractor agree that information gathered in connection with this Agreement that is not generally known to the public, including, without limitation, the Reports and any and all information generated, gathered or otherwise obtained from the Coppell Inspections (collectively, the "Confidential Information ") shall be considered confidential information of Luminant and proprietary to Luminant,, Access to the Property has been and will be provided to Coppell and Contractor solely to assist Coppell in determining the feasibility of lowering the level of the Lake pursuant to Section 6.7 of the Lease. Coppell and Contractor shall not use the Confidential Information for any purpose other than as set forth in the preceding sentence,, Coppell and Contractor shall not disclose the contents of any Confidential Information to any other person. Coppell shall immediately notify Luminant if the Confidential Information becomes the subject of a public information or open records request and Coppell agrees to use its best efforts to protect the Confidential Information from disclosure, including fillings appeals with the Texas Attorney General. Coppell shall provide Luminant a copy of any ig l ins or submissions made in connection with any such public information or open records request contemporaneously with such fillings or submissions. The parties further agree that no Confidential Information shall be discoverable in any litigation. Coppell and Contractor's obligations under this Section 5 shall survive the termination of this Agreement. 6. C01212ell's and Contractor's Responsibilities. In conducting any Coppell Inspections, Coppell and Contractor shall: 3 not interfere with the operation and maintenance of the Property or the demolition or remediation operations thereon; 4 not damage any part of the Property; 5 not to perform any invasive or environmental testing on the Propert y; 6 not injure or otherwise cause bodily harm to Luminant or its agents, guests, invitees, contractors and employees; 7 comply with all applicable laws; 8 not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; 9 repair any damage to the Property resulting directly or indirectly from any such inspection or tests; 10 not reveal or disclose any information concerning the Property to any other person, in accordance with the confidentiality standards set forth in Section 5 above, or except as may be otherwise required by law and 11 immediately terminate any Coppell Inspections and immediately leave the Property if so directed by an employee or agent of Luminant. Coppell and Contractor shall not introduce or use any Confidential Information in any litigation involving Luminant, the Property or the Premises without Luminant's prior written consent, which consent may be withheld by Luminant in its sole and absolute discretion. Coppell shall promptly pay when due the costs of all tests, investigations, and examinations done with regard to the Property. In the event of any litigation involving the Property or the Premises, Contractor shall not participate in any manner in such litigation without the prior written consent of both Coppell and Luminant, which consent may be withheld by either Coppell or Luminant in such entity's sole and absolute discretion. Coppell's and Contractor's obligations under this Section 6 shall survive the termination of this Agreement. 3 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 4 70 Coppell's and Contractor's As!reement to Indemnify. Each of Coppell and Contractor hereby a grees to indemnify, defend and hold Luminant harmless from and against any and all liens, losses, costs, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any act or omission by such party in connection with the Coppell Inspections or any violation by such party of this Agreement, even though any such loss is caused or alleged to be caused by the negligence or fault of Luminant (other than loss arising from the gross negligence or willful misconduct of Luminant). This indemnity is intended to indemnify Luminant against the consequences of its own negligence or fault as provided above when Luminant i s jointly, comparatively, contributively or concurrently negligent with Coppell or Contractor; provided, however, the indemnity shall not extend to protect Luminant from any pre - existing liabilities for matters merely discovered by Coppell or Contractor so long as Coppell's or Contractor's actions do not aggravate any liability of Luminant existing on or prior to the Effective Date and provided that Coppell and Contractor otherwise comply with this Agreement. Coppell's obligation to indemnify Luminant shall be payable solely from any of Coppell's unrestricted funds legally available therefor, including, without limitation, Coppell's ownership interest in the Premises. Coppell's and Contractor's obligations under this Section 7 shall survive the termination of this Agreement. 8's Enforcement. Luminant may enforce the terms of this Agreement by any and all legal and equitable means necessary, in Luminant I s sole discretion, including, without limitation, injunction and monetary damages, and Luminant shall be entitled to recover court costs and reasonable attorneys' fees from Coppell and Contractor if applicable. If Coppell or Contractor deems Luminant to be in non - compliance with the terms of this Agreement, Coppell's and Contractor's sole remedy shall be to terminate this Agreement by written notice to Luminant and shall in no event be entitled to damages or reimbursement of costs and expenses from Luminant. 9's No Partnership. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or b Y an y third party to create the relationship of principal and agent, or of partnership, or of joint venture, or of any other association between Luminant and Coppell or Contractor,, 10's No Waiver. No waiver of any default by any party hereto shall be implied from any omission by any other party hereto to take any action with respect to such default, if such default continues or is repeated. No express waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such express waiver. A waiver of any default in the performance of any provision contained in this Agreement shall not be deemed to be a waiver of any subsequent default in the performance of the same provision or any other provision contained herein,, 11. Binding Effect. The license granted to Coppell and Contractor under the terms of this Agreement is personal to Coppell and Contractor, and neither this Agreement nor the license may be transferred or assigned by Coppell or Contractor. Subject to the foregoing limitation, the benefits of this Agreement and burdens of this Agreement shall inure to the benefit of and be binding upon the heirs, successors, personal representatives, and assigns of the parties hereto. 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 5 12. Notices; No Electronic Records. All notices and other communications given pursuant to this Agreement shall be in writing and shall be 12 mailed by first class, United States mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address listed below, 13 hand delivered to the intended addressee, or 14 sent by nationally recognized overnight courier. Notice sent by certified mail, postage prepaid, shall be effective three Business Days after being deposited in the United States mail; all other notices shall be effective upon delivery to the address of the addressee (even if such addressee refuses delivery thereof). Luminant, Coppell and Contractor each hereby agree not to conduct the transactions or communications contemplated by this Agreement, by electronic means, except as expressly permitted by Section 1 or Section 2; nor shall the use of the phrase "in writing" or the word "written" be construed to include electronic communications except as expressly permitted by Section 1 or Section 2,, The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision: If to Luminant: Luminant Generation Company LLC Lincoln Plaza 300 North Akard Dallas, TX 75201 Attention: Director -Real Estate Development Email: Patrick.McInroe @luminant.com with a copy to: Vinson &Elkins L.L.P. 2001 Ross Avenue, Suite 3700 Dallas, TX 75201 Attention: Paul Martin Email: pmartin@ve1aw.com If to Coppell: City of Coppell 255 E Parkway Blvd Coppell, TX 75019 Attention: City Manager Email: cPhi11iPs@coppe11tx,,gov If to Contractor: Freese and Nichols, Inc. 1701 N. Market St. Suite 500, LB 51 Dallas, TX 75202 Attention: Email: 13. Revocation. The license granted under this Agreement is revocable by Luminant, at any time, for any reason or no reason, upon written notice to Coppell and Contractor. 14. Business Da :KS , Hol*1days; Weekends. "Business Da " means any day, other than a Saturday Dallas, Texas are not required or authorized to close 5 1099544v.4 EFH100 /52002 As used in this Agreement, the term or Sunday, on which banks located in If any notice or action required or (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 6 permitted by this Agreement falls on a date which is not a business day, then such date shall be extended to the next business day. 15. Entire Agreement. This Agreement is the entire agreement between Luminant, Coppell and Contractor concerning the Coppell Inspections, and no modification hereof or subsequent agreement relative to the subject matter hereof shall be binding on either party unless reduced to writing and signed by the party to be bound,, 16. Survival. All unperformed obligations of Coppell and Contractor at the end of the Inspection Period shall survive. 17. Time is of the Essence. 18's Rule of Construction. party has reviewed this Agreement Time is of the essence with respect to this Agreement. Coppell, Contractor and Luminant acknowledge that each and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto. 19's Multiple Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of or on behalf of each art Y� p or that the signature of all persons required to bind any party, appear on each counterpart,., All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this instrument to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of each of the parties hereto,, A signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. 20. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. 21. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state in which the Property is located. 22. No Waiver of Lumi*nant's Rights. Nothing contained in this Agreement shall be deemed to constitute a waiver of any of Luminant's rights, including, without limitation, Luminant I s right to not lower the Lake if I uminant has a reasonable business purpose to maintain the Lake level. 23. Prohibited Persons and Transactions. Coppell and Contractor each represents and warrants to Luminant that it is currently in compliance with and shall at times during the term of this Agreement (including any extension thereof) remain in compliance with the regulations of the Office of Foreign Assets C ontrol OFAC of the Department of the Treasury 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 7 (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 7 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 8 Executed as of the Effective Date. LUMINANT: COPPELL: CONTRACTOR: 1099544v.4 EFH100 /52002 LUMINANT GENERATION COMPANY LLC, a Texas limited liability company By: Name: Title: CITY OF COPPELL, TEXAS, a political subdivision of the State of Texas By: Name: Title: FREESE corporation By: Name: Title: AND NIC OLS, INC., a Texas (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 9 Exhibit A LEGAL DESCRIPTION OF THE PROPERTY (To Be Provided After Coppell Provides Detail on Areas to be Inspected) 1 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 10 Exhibit B COPPELL INSPECTIONS (To Be Provided by Coppell and Contractor and Approved by Luminant) 1 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Luminant Access Agreement Page 1 From: Ken Griffin To: Robert Hager NJDHS Date: 10/27/2011 4:41 PM Subject: Luminant Access Agreement Attachments: Access Agt -Dam tract. DOC Bob Attached is a copy of the Access Agreement. I've highlighted areas that I have a concern with. My main concern is with paragraphs 3 and 5 where there is verbiage about how the information can be used. Paragraph 3 states that information can not be shared with other governmental authorities without additional written approval from Luminant. As can be noted from the Exhibit "B" information, one of the main purposes of obtaining information is to share it in determining what permits may be needed to accomplish the work. I'm just trying to ensure that we don't collect information and then find that we can't share it. ken g Exhibit "B" The site visit to the North Lake project area is required in order to write the preliminary jurisdictional determination. This said, we will need vehicular and pedestrian access to the project area, including the perimeter of the reservoir, in order to assess and document the following: All inflows to the reservoir; The design spillway and the functioning outflow; Any other water bodies (ie., wetlands, etc.) within the project; and The receiving stream for the outflow. 0 These data will be needed for the pre - application meeting with the U.S. Corps of Engineers (USAGE) in order to provide them with a clear understanding of the existing conditions (presence and location of waters of the U.S.). We will also assess the existing conditions of the project area in order to provide the USAGE with a habitat evaluation within the project area in regard to the presence /absence of federally listed threatened /endangered species for Dallas County. (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 1 ACCESS AGREEMENT This Access Agreement (this "Agreement ") is entered into as of October , 2011 (the "Effective Date "), by and between Luminant Generation Company LLC, a Texas limited liability company ( "Luminant "), the City of Coppell, Texas, a political subdivision of the State of Texas ( "C Opp ell") and Freese and Nichols, Inc. a Texas corporation (the "Contractor "). RECITALS: A. Luminant, as "Tenant" and CBIC Coppell Land, LLC, a Texas limited liability company, Cypress Waters Land A, Ltd., a Texas limited partnership, Cypress Waters Land B, Ltd., a Texas limited partnership, and Cypress Waters Land C, Ltd., a Texas limited partnership (the "Original Landlords ") executed that c ertain Facilities and Operations Lease (the "Lease ") dated as of November 21, 2008 pursuant to which Luminant leased the land described in the Lease (the "Premises "); B. Cypress Waters Land A, Ltd. conveyed a portion of the Premises to Coppell pursuant to that certain Special Warranty Deed with Reserved Right of First Refusal and Restrictive Covenants dated November 21, 2008; C. Cypress Waters Land A, Ltd., Cypress Waters Land B, Ltd. and Cypress Waters Land C, Ltd. assigned to Coppell, on anon- exclusive basis, the rights and benefits accruing to the assignors under the Lease, and Coppell assumed the obligations of assignor thereunder, as those obligations relate to any part of the Premises then owned by Coppell pursuant to that certain Non - Exclusive Assignment of Facilities and Operations Lease dated September [undated], 2011. Coppell, in its capacity as a landlord under the Lease, and the Original Landlords are collectively referred to herein as "Landlord D. Pursuant to Section 6.7 of the Lease, upon Landlord's written request and delivery to Luminant of copies of all permits or licenses required by applicable law, if any, Luminant agrees to make reasonable efforts to lower the level of the Lake to the approximate boundaries of the Storage Tract, at Landlord's sole cost (including, without limitation, costs related to permitting and any required monitoring or testing), to allow Landlord to begin development activities related to the Cypress Waters Development; provided that Luminant reserves the right to not lower the Lake if Luminant has a reasonable business purpose to maintain the Lake level; E. Coppell desires a license to enter upon certain property owned by Luminant adjacent to the Premises containing the dams for the Lake, more particularly described on Exhibit Al hereto (the "Property ") tll permit Coppell and Contractor to perform the Coppell Inspections (defined below) to investigate the potential impact on the Prop ert'', and the Premises of lowering the Lake level as provided in Section 6.7 of the Lease; F. Luminant has agreed to grant Coppell and Contractor a limited license to enter upon the Property for such purpose in accordance with I hcon d e terms and itions f t his Agreement; and 1 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 2 G. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Lease. AGREEMENTS: For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Coppell, Contractor and Luminant hereby agree as follows: 1. Inspection Period. For purposes of this Agreement, the term "Inspection Period" means the period beginning on the Effective Date and expiring on the earlier of 1 5:00 p.m., Dallas, Texas time on the 60 "' day following the Effective Date and 2 written notice from Luminant to Coppell and Contractor terminating this Agreement (which notice may be delivered by Luminant by email as provided in Section 12), which decision shall be made in Luminant's sole and absolute discretion. 2. C01212ell Inspections. During the Inspection Period and subject to the conditions specified in this Agreement, Luminant hereby grants to Coppell and Contractor a limited license entitling Coppell and Contractor to have access to the Property upon not less than two Business Days prior written notice to Luminant (which notice may be delivered to Luminant by email as provided in Section 12) for the sole purpose of conducting the tests and inspections specified in Exhibit B hereto (each, individually, a "Coppell Inspection" and collectively, the "Coppell Inspections "). Coppell and Contractor agree and acknowledge that Luminant is undertaking demolition and remediation operations on the Property and that Coppell and Contractor shall conduct the Coppell Inspections in such a manner as to avoid any interference with such operations. Coppell and Contractor shall each enter the Property at its sole risk and shall comply with any safety rules communicated by Luminant from time to time. The Coppell Inspections may only be performed on weekdays between the hours of 10:00 a.m. and 3:00 p.m. in the presence of an employee or agent of Luminant designated by Luminant. Coppell shall bear the cost of all Coppell Inspections and shall be responsible for and act as the generator with respect to any wastes generated by any tests, which obligation shall survive the termination of this Agreement. 3. Communications Concerning the Property. Neither Coppell nor Contractor may make any filings with or otherwise communicate with any governmental authority with respect to the Property without Luminant's prior written consent, which consent may be withheld in Luminant's sole and absolute discretion. For the avoidance of doubt, however, Coppell and Contractor shall not be required to obtain Luminant's prior written consent to research public records or databases. As used in this Section 3, "communicate" and "communication" shall mean the initiation of response to, or sharing or exchange of information, knowledge or messages, whether by oral, written or electronic methods or media, or by any other means,, 4. Delivery of Reports. As additional consideration for Luminant providing access to the Property hereunder, Contractor shall deliver to Luminant's counsel, Vinson &Elkins L.L.P., at the address set forth in Section 12, at no cost to I uminant or to such counsel, copies ol all reports and any other materials exchanged between Coppell and Contractor concerning the Property prepared in connection with the Coppell Inspections ( "Reports "). The Reports shall be delivered to Luminant's counsel without any representation or warranty as to the completeness 2 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 3 or accuracy of the Reports or any other matter relating thereto. In no event shall any Reports be delivered to Luminant without Luminant's prior express written consent,, Contractor's obligation to deliver the Reports to Luminant's counsel shall survive the termination of this Agreement. 5. Proprietary Information; Confidentiality. Coppell and Contractor agree that information gathered in connection with this Agreement that is not generally known to the public, including, without limitation, the Reports and any and all information generated, gathered or otherwise obtained from the Coppell Inspections (collectively, the "Confidential Information ") shall be considered confidential information of Luminant and proprietary to Luminant,, Access to the Property has been and will be provided to Coppell and Contractor solely to assist Coppell in determining the feasibility of lowering the level of the Lake pursuant to Section 6.7 of the Lease. Coppell and Contractor shall not use the Confidential Information for any purpose other than as set forth in the preceding sentence,, Coppell and Contractor shall not disclose the contents of any Confidential Information to any other person. Coppell shall immediately notify Luminant if the Confidential Information becomes the subject of a public information or open records request and Coppell agrees to use its best efforts to protect the Confidential Information from disclosure, including fillings appeals with the Texas Attorney General. Coppell shall provide Luminant a copy of any ig l ins or submissions made in connection with any such public information or open records request contemporaneously with such fillings or submissions. The parties further agree that no Confidential Information shall be discoverable in any litigation. Coppell and Contractor's obligations under this Section 5 shall survive the termination of this Agreement. 6. C01212ell's and Contractor's Responsibilities. In conducting any Coppell Inspections, Coppell and Contractor shall: 3 not interfere with the operation and maintenance of the Property or the demolition or remediation operations thereon; 4 not damage any part of the Property; 5 not to perform any invasive or environmental testing on the Propert y; 6 not injure or otherwise cause bodily harm to Luminant or its agents, guests, invitees, contractors and employees; 7 comply with all applicable laws; 8 not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; 9 repair any damage to the Property resulting directly or indirectly from any such inspection or tests; 10 not reveal or disclose any information concerning the Property to any other person, in accordance with the confidentiality standards set forth in Section 5 above, or except as may be otherwise required by law and 11 immediately terminate any Coppell Inspections and immediately leave the Property if so directed by an employee or agent of Luminant. Coppell and Contractor shall not introduce or use any Confidential Information in any litigation involving Luminant, the Property or the Premises without Luminant's prior written consent, which consent may be withheld by Luminant in its sole and absolute discretion. Coppell shall promptly pay when due the costs of all tests, investigations, and examinations done with regard to the Property. In the event of any litigation involving the Property or the Premises, Contractor shall not participate in any manner in such litigation without the prior written consent of both Coppell and Luminant, which consent may be withheld by either Coppell or Luminant in such entity's sole and absolute discretion. Coppell's and Contractor's obligations under this Section 6 shall survive the termination of this Agreement. 3 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 4 70 Coppell's and Contractor's As!reement to Indemnify. Each of Coppell and Contractor hereby a grees to indemnify, defend and hold Luminant harmless from and against any and all liens, losses, costs, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any act or omission by such party in connection with the Coppell Inspections or any violation by such party of this Agreement, even though any such loss is caused or alleged to be caused by the negligence or fault of Luminant (other than loss arising from the gross negligence or willful misconduct of Luminant). This indemnity is intended to indemnify Luminant against the consequences of its own negligence or fault as provided above when Luminant i s jointly, comparatively, contributively or concurrently negligent with Coppell or Contractor; provided, however, the indemnity shall not extend to protect Luminant from any pre - existing liabilities for matters merely discovered by Coppell or Contractor so long as Coppell's or Contractor's actions do not aggravate any liability of Luminant existing on or prior to the Effective Date and provided that Coppell and Contractor otherwise comply with this Agreement. Coppell's obligation to indemnify Luminant shall be payable solely from any of Coppell's unrestricted funds legally available therefor, including, without limitation, Coppell's ownership interest in the Premises. Coppell's and Contractor's obligations under this Section 7 shall survive the termination of this Agreement. 8's Enforcement. Luminant may enforce the terms of this Agreement by any and all legal and equitable means necessary, in Luminant I s sole discretion, including, without limitation, injunction and monetary damages, and Luminant shall be entitled to recover court costs and reasonable attorneys' fees from Coppell and Contractor if applicable. If Coppell or Contractor deems Luminant to be in non - compliance with the terms of this Agreement, Coppell's and Contractor's sole remedy shall be to terminate this Agreement by written notice to Luminant and shall in no event be entitled to damages or reimbursement of costs and expenses from Luminant. 9's No Partnership. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or b Y an y third party to create the relationship of principal and agent, or of partnership, or of joint venture, or of any other association between Luminant and Coppell or Contractor,, 10's No Waiver. No waiver of any default by any party hereto shall be implied from any omission by any other party hereto to take any action with respect to such default, if such default continues or is repeated. No express waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such express waiver. A waiver of any default in the performance of any provision contained in this Agreement shall not be deemed to be a waiver of any subsequent default in the performance of the same provision or any other provision contained herein,, 11. Binding Effect. The license granted to Coppell and Contractor under the terms of this Agreement is personal to Coppell and Contractor, and neither this Agreement nor the license may be transferred or assigned by Coppell or Contractor. Subject to the foregoing limitation, the benefits of this Agreement and burdens of this Agreement shall inure to the benefit of and be binding upon the heirs, successors, personal representatives, and assigns of the parties hereto. 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 5 12. Notices; No Electronic Records. All notices and other communications given pursuant to this Agreement shall be in writing and shall be 12 mailed by first class, United States mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address listed below, 13 hand delivered to the intended addressee, or 14 sent by nationally recognized overnight courier. Notice sent by certified mail, postage prepaid, shall be effective three Business Days after being deposited in the United States mail; all other notices shall be effective upon delivery to the address of the addressee (even if such addressee refuses delivery thereof). Luminant, Coppell and Contractor each hereby agree not to conduct the transactions or communications contemplated by this Agreement, by electronic means, except as expressly permitted by Section 1 or Section 2; nor shall the use of the phrase "in writing" or the word "written" be construed to include electronic communications except as expressly permitted by Section 1 or Section 2,, The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision: If to Luminant: Luminant Generation Company LLC Lincoln Plaza 300 North Akard Dallas, TX 75201 Attention: Director -Real Estate Development Email: Patrick.McInroe @luminant.com with a copy to: Vinson &Elkins L.L.P. 2001 Ross Avenue, Suite 3700 Dallas, TX 75201 Attention: Paul Martin Email: pmartin@ve1aw.com If to Coppell: City of Coppell 255 E Parkway Blvd Coppell, TX 75019 Attention: City Manager Email: cPhi11iPs@coppe11tx,,gov If to Contractor: Freese and Nichols, Inc. 1701 N. Market St. Suite 500, LB 51 Dallas, TX 75202 Attention: Email: 13. Revocation. The license granted under this Agreement is revocable by Luminant, at any time, for any reason or no reason, upon written notice to Coppell and Contractor. 14. Business Da :KS , Hol*1days; Weekends. "Business Da " means any day, other than a Saturday Dallas, Texas are not required or authorized to close 5 1099544v.4 EFH100 /52002 As used in this Agreement, the term or Sunday, on which banks located in If any notice or action required or (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 6 permitted by this Agreement falls on a date which is not a business day, then such date shall be extended to the next business day. 15. Entire Agreement. This Agreement is the entire agreement between Luminant, Coppell and Contractor concerning the Coppell Inspections, and no modification hereof or subsequent agreement relative to the subject matter hereof shall be binding on either party unless reduced to writing and signed by the party to be bound,, 16. Survival. All unperformed obligations of Coppell and Contractor at the end of the Inspection Period shall survive. 17. Time is of the Essence. 18's Rule of Construction. party has reviewed this Agreement Time is of the essence with respect to this Agreement. Coppell, Contractor and Luminant acknowledge that each and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto. 19's Multiple Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of or on behalf of each art Y� p or that the signature of all persons required to bind any party, appear on each counterpart,., All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this instrument to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of each of the parties hereto,, A signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. 20. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. 21. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state in which the Property is located. 22. No Waiver of Lumi*nant's Rights. Nothing contained in this Agreement shall be deemed to constitute a waiver of any of Luminant's rights, including, without limitation, Luminant I s right to not lower the Lake if I uminant has a reasonable business purpose to maintain the Lake level. 23. Prohibited Persons and Transactions. Coppell and Contractor each represents and warrants to Luminant that it is currently in compliance with and shall at times during the term of this Agreement (including any extension thereof) remain in compliance with the regulations of the Office of Foreign Assets C ontrol OFAC of the Department of the Treasury 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 7 (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 7 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 8 Executed as of the Effective Date. LUMINANT: COPPELL: CONTRACTOR: 1099544v.4 EFH100 /52002 LUMINANT GENERATION COMPANY LLC, a Texas limited liability company By: Name: Title: CITY OF COPPELL, TEXAS, a political subdivision of the State of Texas By: Name: Title: FREESE corporation By: Name: Title: AND NIC OLS, INC., a Texas (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 9 Exhibit A LEGAL DESCRIPTION OF THE PROPERTY (To Be Provided After Coppell Provides Detail on Areas to be Inspected) 1 1099544v.4 EFH100 /52002 (11/23/2011) Ken Griffin - Access Agt -Dam tract-DOC Page 10 Exhibit B COPPELL INSPECTIONS (To Be Provided by Coppell and Contractor and Approved by Luminant) 1 1099544v.4 EFH100 /52002 Page 1 of 1 Ken Griffin - Access Agreement From: Ken Griffin To: Robert Hager NJDHS Date: 11/15/20112:43 PM S UbjectO 40 Access Agreement CC: Clay Phillips I have the following questions, which may or may not be pertinent: Sections 3, 5, 6 (a) and 6 (b) -Last sentence states that any requirements survive the termination of the agreement. That's confusing. Section 4 (e) states that Coppell's and Contractor's obligation ends upon acquisition of property by Coppell. Shouldn't that the case for Sections 3, 5, 6 (a) and 6 (b)? Section 4 (a), 4 (b) and 4 (d) all still state that we can't share the information without Luminant's approval and /or attendance. The attendance part doesn't necessarily concern me, but Pm not sure why this Access Agreement doesn't grant us the right to discuss this property with governmental agencies so we can determine what permits are needed. The sole purpose of accessing the property is to gain information to discuss with governmental agencies. It would be a shame to go through this exercise and then find out that we can't proceed because Luminant will not grant us the right to discuss the property. The information I sent to Patrick McInroe with Luminant was - This specific site visit will be visual only. no tests. Basically. two folks will walk around and take ictures so they can describe the habitat and the environmental iMDact of lowering the lake. In the future, access to the site will be needed to perform up to 4 geotechnical borings at the dam. One would be at the inlet, two would be along the pipeline a one would be at the outlet structure. Depths will vary from 35 to 70 feet. Will we need to go through this process again (new access agreement) when we need to do the second part? Not sure why both aspects can't be included in this agreement with the understanding that the second part can't be performed without Luminant approval at the time or the acquisition of the property by Coppell. Just my thoughts ken g file: //C: \Documents and Settings \lhenderson \Local Settings \Temp \XPgrpwise \4EC27AA... 11/23/2011 (11/23/2011) Ken Griffin - Fw: Access agreement Page 1 From: To: Date: Subject: Attachments: Ken, Clay Phillips Ken Griffin, rhager @njdhs.com 11/17/2011 6:08 PM Fw: Access agreement Access agreement Can we accomplish what Luminant requests below? Thanks! Clay (11/23/2011) Ken Griffin - Access agreement Page 1 From: "Mclnroe, Patrick" < Patrick. Mcinroe @luminant.com> To: Clay Phillips <CPHILLIPS @coppelltx.gov> Date: 11/17/2011 5:57 PM Subject: Access agreement We need something from Freese Nichols that says where they need to take core samples, how they'll do it, etc. I have to have something to take to my head of gas plant ops. We can't allow 'free range' of the property. Get FN to you provide a statement of work - that's a fairly standard item for them as they spit for us all the time. I'm in San Antonio through Sunday but back in the office Monday. We can get on the phone with them then if needed, thx. Regards, Patrick McInroe Sent from my iPad Confidentiality Notice: This email message, including any attachments, contains or may contain confidential information intended only for the addressee. If you are not an intended recipient of this message, be advised that any reading, dissemination, forwarding, printing, copying or other use of this message or its attachments is strictly prohibited. If you have received this message in error, please notify the sender immediately by reply message and delete this email message and any attachments from your system. Ken Griffin - Re:* F Access agreement From: Ken Griffin To: Clay Phillips Date: 11/18/20118:53 AM SUbject: Re: Fw: Access agreement It stated one at the inlet, one at the outlet and two along the pipeline. map. ken g Page 1 of 1 I'll see if F &N can provide a >>> Clay Phillips 11/18/2011 8:50 AM >>> They were wanting to know exact locations where we would be doing soil sampling.....did previous info included that level of detail? >>> On 11/18/2011 at 8:18 AM, in message <4EC66918.43A: 232: 59364>, Ken Griffin wrote: I sent the detail information to Luminant on 11/3/2011,, to let me know if he needs even more detail. ken g >>> Clay Phillips 11/17/20116:08 PM >>> Ken, I resent it this morning and asked Patrick Can we accomplish what Luminant requests below? Thanks! Clay file: //C: \Documents and Settings \lhenderson \Local Settings\Temp\XPgrpwise\4EC61DO9... 11/23/2011 (11/23/2011) Ken Griffin - Northlake Page 1 From: Ken Griffin To: John Rutledge Date: 11/18/2011 9:48 AM Subject: Northlake John We continue to work on the Access Agreement. Now Luminant wants detailed information on where the soil samples will take place. I've sent them your email twice that provides general locations and methods. However, they want "exact" locations and detailed methods. The following is their latest email: We need something from Freese Nichols that says where they need to take core samples, how the. 'ly 1 do it, etc. 1 have to have something to take to my head of gas plant ops. We can't allow 'free range' of the property. Get FN to you a statement of work - that's a fairly standard item for them as they pit for ijq all the time I'm in San Antonio through Sunday but back in the office Monday. We can get on the phone with them then if needed, thx. Regards, Pa trir.k Mr.I n mP. Would it be possible to provide a map that shows the "exact" locations of the samples and a little more detail on the methods? Sorry to keep requesting more information. Ken Griffin (11/23/2011) Ken Griffin - Northlake Page 1 From: Ken Griffin To: John Rutledge Date: 11/22/2011 11:27 AM Subject: Northlake John Per my last email, Luminant wants to know the width of the bore hole. Do you have that information? Thanks Ken Page 1 of 2 Ken Griffin - RE:* Northlake From: John Rutledge <JLR9freese.com> To: Ken Griffin <kgriffingcoppe11tx.9ov> Date: 11/18/2011 5:14 PM Subject: RE: Northlake talked with Tony and we should be able to have you the needed information on Monday. Thanks JLR John L. Rutledge, P.E. Freese and Nichols., Inc. 4055 International Plaza St 200 Fort Worth., TX 76109 817 -735 -7284 jlr @freese.com kw!! "B'!" Fromm. Ken Griffin [mailto:kgriffin @coppelltx.gov] Sent: Friday, November 18, 20119:48 AM Too. John Rutledge Subject: Northlake John We continue to work on the Access Agreement. Now Luminant wants detailed information on where the soil samples will take place. I've sent them your email twice that provides general locations and methods. However, they want "exact" locations and detailed methods. The following is their latest email: We need something from Freese Nichols that says where they need to take core samples, how they'll do it etc. I have to have something to take to my head of gas plant ops. We can't allow free range'of the property. Get FN to you provide a statement of work - that's a fairly standard item for them as they spit for us all the time. I'm in San Antonio through Sunday but back in the office Monday. We can get on the phone with then then if needed. thx. P file: / /C: \umn ettnenson \LoSttings\T m\Pw4E627Dand X 11/23/2011 Page 2 of 2 Regards, Patrick McInroe Would it be possible to provide a map that shows the "exact" locations of the samples and a little more detail on the methods? Sorry to keep requesting more information. Ken Griffin Please consider the environment before printing this message. This electronic mail message is intended exclusively for the individual or entity to which it is addressed. This message, together with any attachment, may contain the sender's organization's confidential and privileged information. The recipient is hereby notified to treat the information as confidential and privileged and to not disclose or use the information except as authorized by sender's organization. Any unauthorized review, printing, retention, copying, disclosure, distribution, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited. If you received this message in error, please immediately contact the sender by reply email and delete all copies of the material from any computer. Thank you for your cooperation. file: //C: \Documents and Settings \lhenderson \Local Settings \Temp \XPgrpwise \4EC69276... 11/23/2011 (11/23/2011) Ken Griffin - RE: Northlake Page 1 From: John Rutledge <JLR @freese.com> To: Ken Griffin <kgriffin @coppelltx.gov> Date: 11/21/2011 2:43 PM Subject: RE: Northlake Attachments: 20111121142956.pdf This shows where we would like the 4 borings. Hopefully, this will be sufficient to be called "exact ". It's certainly as "exact" as we know it to date. These are standard core borings with samples. We'll need to take a drilling rig truck to the site in order to get the borings. The holes will be filled upon completion. We're not planning on installing any instrumentation. Only the one in the riprap upstream from the spillway will require a little work, such as moving riprap or adding some fill to make a pad. We're fine with either. 1, 3, and 4 will be about 50' and 2 will be about 70. Total depths are not finalized. If there is any directions on getting in to the site and getting out and limitations on the driller while there, please let us know. The two folks doing the environmental assessment will cover a much wider area but are only doing a visual observation. I think that was fully covered in previous correspondence. Please let me know if more information is needed. Thanks JLR John L. Rutledge, P.E. Freese and Nichols, Inc. 4055 International Plaza St 200 Fort Worth, TX 76109 817 -735 -7284 jlr @freese.com [cid:image001.gif @01 CCA85B.867A6400] From: Ken Griffin [mai Ito: kg riffi n@coppelltx.gov] Sent: Friday, November 18, 2011 9:48 AM To: John Rutledge Subject: Northlake John We continue to work on the Access Agreement. Now Luminant wants detailed information on where the soil samples will take place. I've sent them your email twice that provides general locations and methods. However, they want "exact" locations and detailed methods. The following is their latest email: We need something from Freese Nichols that says where they need to take core samples, how they'll do it, etc. I have to have something to take to my head of gas plant ops. We can't allow'free range' of the property. Get FN to you provide a statement of work - that's a fairly standard item for them as they spit for us all the time. I'm in San Antonio through Sunday but back in the office Monday. We can get on the phone with them then if needed, thx. Regards, Patrick McInroe Would it be possible to provide a map that shows the "exact" locations of the samples and a little more detail on the methods? Sorry to keep requesting more information. Ken Griffin (11/23/2011) Ken Griffin - RE: Northlake Page 2 Please consider the environment before printing this message. This electronic mail message is intended exclusively for the individual or entity to which it is addressed. This message, together with any attachment, may contain the sender's organization's confidential and privileged information. The recipient is hereby notified to treat the information as confidential and privileged and to not disclose or use the information except as authorized by sender's organization. Any unauthorized review, printing, retention, copying, disclosure, distribution, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited. If you received this message in error, please immediately contact the sender by reply email and delete all copies of the material from any computer. Thank you for your cooperation. Page 1 of 1 Ken Griffin - RE:* Northlake From: John Rutledge <JLR @freese.com> To: Ken Griffin <kgriffin@coppe11tx.9ov> Date: 11/22/2011 11:53 AM Subject: RE: Northlake According to the geotech engineer, they are 6 -8 inches in diameter, depending on whether hollow stem (60".8"11 ) or solid stem augers (4`--6") are used. That decision is made in the field depending on field conditions. The holes will be backfilled with a bentonite grout mixture. Thanks JLR John L. Rutledge, P.E. Freese and Nichols, Inc. 4055 International Plaza St 200 Fort Worth, TX 76109 817 -735 -7284 jlr @freese.com kdin a =a Qu*m""tp im e Fromm. Ken Griffin [mailto:kgriffin@coppelltx.gov] Sent: Tuesday., November 22, 2011 11:27 AM Too. John Rutledge Subject: Northlake John Per my last email, Luminant wants to know the width of the bore hole. Do you have that information? Thanks Ken Please consider the environment before printing this message. This electronic mail message is intended exclusively for the individual or entity to which it is addressed. This message, together with any attachment, may contain the sender's organization's confidential and privileged information. The recipient is hereby notified to treat the information as confidential and privileged and to not disclose or use the information except as authorized by sender's organization. Any unauthorized review, printing, retention, copying, disclosure, distribution, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited. If you received this message in error, please immediately contact the sender by reply email and delete all copies of the material from any computer. Thank you for your cooperation. file: //C: \Documents and Settings \lhenderson \Local Settings \Temp \XPgrpwise \4ECB8D4... 11/23/2011