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SW0001-CS021122NICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.E Robert E. Hager Attorneys & Counselors at Law rhager@njdhs.com 1800 Lincoln Plaza 500 North Akard Dallas, Texas 75201 (214) 965 -9900 Fax(214)965 -0010 E -mail NJDHS@NJDHS.com November 22, 2002 Myer & Williams 1601 Bryan Street Suite 30C Dallas, T 75201 ROBERT L DILLARD. JR. (1913 -2DOO) H. LOUIS NICHOLS LAWRENCE W JACKSON OF COUNSEL Re: TXU and Oncor Electric Delivery Company; Encroachment Easements in Favor of City of Coppell Dear Ms. Myer: Please be advised that we reviewed request number 2200 concerning an encroachment easement in favor of the City of Coppell over transmission line area located within the City. In revie«ing the proposed encroachment easement right- of -wa} agreement we would like the following language to be included in paragraph 4 at the completion thereof. This language would clarify in our mind the extent of any immunities which would be waived in favor of Oncor for enforcement of the lease agreement. Thus, we would like the following included: "However, nothing contained herein shall be construed to waive any immunity or agreement to indemnify Oncor or other third party under Texas law or the acts or omissions of Oncor or such third party respectively." If you could please include this language in the proposed easement agreements. If they meet with your approval please forward the completed agreements to Ken Griffin for an execution by the appropriate person at Oncor Delivery Company and forward to the City of Coppell for their acceptance thereof. It would be greatly appreciated. f � Sherry Myer Page 2 If there is other fine tuning that need to take place concerning this language please call me immediately so that we may conclude this matter. Very truly yours, NICHOLS, JACKSON, DILLARD, HAGXR & SMITH, L.L.P. REH/jh cc: Ken Griffin Jim Witt City of Coppell Robert E. NICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.P. 52277