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Georgian Place-CS 991217BALFOUR TEXAS TXU ELBC~C CON[PA.NY BBLLB VISTA, L.L.P. RELOCATE ONE WOOD STRUCTLrR]~ FOil PROPOSED DBlrELOP~ COPPELL, TEXAS CONTRACT 960 11~ P. 02/0~ TXU Ble~c Company is tl~ owner and operator of the COPPELL-APOLLO ROAD 69 kV Line near the proposed development on Sandy Lake Road in Coppelk Tex~s Belle Vista, L.L.P. desires and has requested Company to make cerr2iI1 adjilsl:mell~ to its Coppctl-Apotlo 69 kV Line consisting of'relocating one existing wood pole structure. Now, therefore, for and in consideration of the mutual covenants herein expressed, the pardes a~ee as follows: i) Belle Vista L.L.P. will pay to Company its actual costs incun-ed for the relocamag of one wood pole structure provide proper clearance for a proposed development on Sandy Lake l~ad in Coppell, Te.x~s estimated to I~e 525,000.00. As used herein, the term "acnml costs" shall include material costs, labor costs, overhead, taxes, purchasing and stores expenses, contractor costs, and transportation costs. Company agrees to deduct from such actual costs any salvage credit which Company receives from mamdal removed as a result of the removal, relocation, and installation of Company's faeilifies. 2) Upon receipt of a fully executed duplicate original of this contract, Company will promptly be~n. and thereafter diligently purstm, the necessary platming, procurement of mamri~l ::and construction required to adjust its facilities in at:cordance with t.h/s contract. Company shall not b~ liable for failure tn p~forrn the terms of this contract or delays in performance trader this contract as a result of weather conditions, in_~hility to procure material or delays m obtaining or transportation of materials, or strikes and l~or disputes, or for oircumstances which make it inadvisable to de-energize the existing line to be adjusted, or for any other reason beyond Company's reasonable control. 3) Belle Vista, L.L.P. may terminate thi~ contr~ by providing writte~ notice to Company before actual work beans If Belle Vista, L.L.P. t~'minateS this conllact under this p~h, then Belle Vista, L.L2. will reimburse and pay Company all cos~ and expenses inctnred by Company in connection with any work and/or operations undertaken p~t m thi.q COIll:I-~ inollldillg, withOllt limi~[ation, actual costs and reimbursement (including overhead) to Company for reconsm~tion of facilities n~cssary to restore Company's facilities to their previously c~xistmg ~ndition or to a condition acceptable to Company, whichewr is less costly. Page 1 of 3 : t P, EL~/04 DEC-17-1999 09:20 BALFOUR TEXAS 9?2 960 1134 4) All amomits due and. payzblc ~o Compmiy unctcr t~_~ contract sb,~l be paid to Company in D~llas, Dallas County, Texas. Company m_~y r~ncter invoices to Belle Vista, L.L.P. monthly and Belle Vista, L.L.P. agr~ to pay invoices with~ thirty. (30) days from r~ceipt of same. Interes~ ~ the rote of 1% per month stroll accrue on ~ll pro~ress payments that are not pard within thirty (30) days of rcc~ipn 5) 6) 7) S) On/y grade changes previously a~r~-~i to will be allowed within Company's transmission line right-of- way withOUt furth~ ~l~mVal by Company. To the extc-nt allowed by lzw, thc Belle Vista, L.L.P., its successors and assigns, shall mdemrd~ Company, itz successors and its assi~, and hold it h,m-mle~s of and from any and all actions, causes of action, claims, demands, damages, and expenses, includ{ng a. rtomey's fees and other costs of litigation, for injuries to or death of persons including employees of Company, employees of Belle Vista, L.L.?., its conu'~tors and subcontrm:tors, and for damage to or dcsu'uction of propen'y, including property of Company and Belle Vista, L.L.P., incurred, whether directly or indirecdy, ~ a result of any work and/or any work md/or operations undertaken pursuant to this conu-act that are the result of fault of Belle Vista, L.L.P. Thc m'rns and provisions of this contract shah extend to and be bmdin§ upon the partics hereto, their assigns and successors in interest. Company, when possible, will dc-energize the CoppcU-Apollo Koah 69kV Line on a dmly basis when waf~ is being p¢fforrncd near or around the new strucna'e, if requcst¢cl 48 hours in advance. This contract embodies the complete a~reemem between the psrties hereto ~ supersedes any previous oral or written understandings and agreements. Ea~ pm'ty :mlmowledges that no r~rcsent~tions, inducements, promises, or a~-cernents, oral or othe~sc, trove be~ relied upon or made by any p~, or anyone on behalf of a party, which zre not embodied~ herein, and th~ no other a~reemcnt, smmment or promise not contain~ in this agreement shall be valid or binding. of 3 DEC-17-1999 09:2_0 BALFOUR TEXAS 9?2 960 1134 P.04/04 This ¢onn'a~ is Dared and effective this day of J r...l' ~f' ,1999 Transmission Engineering Manag~ Title TXU Ble~jic Company C_~orge Ta~ou~- Bell, Viral, L.L.?. P~e 3 of 3 TOTAL P.04