DR1101-CN120411 AMENDMENT NO. 1 TO ACCESS AGREEMENT
This Amendment No. 1 to Access Agreement (this "Amendment ") is entered into as of
March 5, 2012 (the "Effective Date "), between Luminant Generation Company LLC, a Texas
limited liability company ( "Luminant "), the City of Coppell, Texas, a political subdivision of
the State of Texas ( "Coppell ") and Freese and Nichols, Inc., a Texas corporation (the
"Contractor ").
RECITALS:
A. Luminant, Coppell and Contractor are parties to the Access Agreement (the
"Access Agreement ") entered into as of December 9, 2011.
B. The parties desire to amend the agreement to permit additional work to be done as
part of the Coppell Inspections.
C. Capitalized terms used but not defined herein shall have the meanings assigned to
them in the Access Agreement.
AGREEMENTS:
For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Coppell, Contractor and Luminant hereby agree as follows:
1. Inspection Period. The Inspection Period is extended such that it expires on the
earlier of (a) 5:00 p.m., Dallas, Texas time on May 31, 2012 and (b) 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 of the Access Agreement), which decision shall
be made in Luminant's sole and absolute discretion.
2. Coppell Inspections. "Coppell Inspections" shall include the following work
(the "Boring Work ") which shall be done on behalf of Contractor by Texplor of Dallas, Inc.
( "Texplor "):
(1) Mobilize a truck- mounted drill rig to the Property;
(2) Drill a total of four (4) borings at the Property at the locations
shown on Exhibit A hereto (collectively, the `Borings" and each, individually, a
`Bor "): two (2) of the Borings will be 60 -foot borings and shall be made at the
locations shown as B -01 and B -02 on Exhibit A and two (2) of the Borings will be 35-
foot borings and shall be made at the locations shown as B -03 and B -04 on Exhibit A.
The Borings will be drilled with either continuous flight or hollow -stem augers. The
bedrock will be cored in two of the Borings;
(3) Obtain soil samples for laboratory testing using continuous
sampler tubes in fine- grained soils, perform "Standard Penetration Tests" in coarse -
grained soils to obtain samples and perform cone penetrometer tests on rock in the field;
and
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(4) Backfill all four Borings with cement - bentonite grout and plug the
upper foot of each Boring with concrete sack mix to prevent a tripping hazard.
In connection with the Boring Work and included as part of the Coppell Inspections, Contractor
shall provide a geologist or engineer to log the Borings and direct the drilling operations.
3. Proprietary Information; Confidentiality. Any and all information generated,
gathered or otherwise obtained by Texplor in connection with conducting or observing the
Boring Work shall constitute Confidential Information and all reports and any other materials
exchanged between Coppell, Contractor and Texplor concerning the Property prepared in
connection with the Boring Work shall constitute a Report. Coppell shall cause Texplor to
comply with the provisions of this Amendment and Section 3 and Section 4 of the Access
Agreement, as amended hereby, and shall be responsible for any breach of such provisions by
Texplor.
4. Indemnity. In addition to all other indemnity obligations of Contractor under the
Access Agreement, Contractor shall indemnify, defend and hold Luminant harmless from and
against any and all liens, losses, costs (including any costs to repair any damage caused by
Texplor), claims, causes of action, damages, liabilities and expenses (including reasonable
attorneys' fees) arising out of any act or omission by Texplor in connection with the Boring
Work or any violation by Texplor of this terms of this Amendment, 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 is jointly, comparatively, contributively or concurrently
negligent with Contractor or Texplor. Contractor's obligations under this Section 4 shall
survive the termination of the Access Agreement, as amended by this Amendment.
5. Ratification and Binding Effect. Contractor and Coppell hereby ratify and
confirm their respective obligations under the Access Agreement, as amended by this
Amendment, and each hereby represents and warrants to Luminant that it has no defenses
thereto. Except as modified hereby, the Access Agreement shall remain in full effect and this
Amendment shall be binding upon Contractor and Coppell and their respective successors and
assigns. If any inconsistency exists or arises between the terms of the Access Agreement and the
terms of this Amendment, the terms of this Amendment shall prevail.
6. Counterparts. This Amendment may be executed in multiple counterparts, each
of which shall be deemed to be an original, and all of such counterparts shall constitute one
document. To facilitate execution of this Amendment, the parties hereto may execute and
exchange, by telephone facsimile or electronic mail PDF, counterparts of the signature pages.
Signature pages may be detached from the counterparts and attached to a single copy of this
Amendment to physically form one document.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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1302694v.2 EFH100 /52002
Executed as of the Effective Date.
LUMINANT: LUMINANT GENERATION COMPANY LLC,
a Texas limited liability company
By: �
Name: ,. iQIy-,C IC
Title: ✓: c1 frrS +
COPPELL: CITY OF COPPELL, TEXAS, a political
subdivision of the State of Texas
By:
Name: C,l,q h: NS PS
Title: � r ac e cr
CONTRACTOR: FREESE AND NICHOLS, INC., a Texas
corporation
By:_ A
Name: mod,., ,Z� -•`(
Title: \A
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1302694v.2 EFH 100 /52002
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EXHIBIT A
LOCATION OF BORINGS
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