JEAR
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DEVELOPMENTAGREEMENT
BETWEEN
LUMINANT GENERATION COMPANY LLC
LUMINANT MINING COMPANY LLC
AND
THE CITY OF SULPHUR SPRINGS

DATED OCTOBER 16, 2018

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TABLE OF CONTENTS

RECITALS...................................................................................................................................^

SECTION1. PURPOSES,AUTHORITYAND CONSIDERATION..................................... 8
1. 1 Authority............................................................................................................................... 8
1. 2 Benefits.................................................................................................................................. 8
1. 3 Consideration........................................................................................................................ 8
1.4 Effective Date........................................................................................................................ 8

1.5 Term...................................................................................................................................... 8
SECTION 2. PURCHASE AND SALE ...................................................................................... 8
2. 1 Purchase and Sale.................................................................................................................. 8
2. 2 Purchase Price....................................................................................................................... 9

2. 3 Description of Property......................................................................................................... 9

2.4 ExcludedProperty............................................................................................................... 10
2. 5 Property Inspection .............................................................................................................

11

2. 6 Property Condition..............................................................................................................

11

2. 7 Environmental Disclaimer................................................................................................... 11

2. 8 Water and Water Impoundments.........................................................................................

12

2. 9 Disclosures..........................................................................................................................

13

2. 10 No Indemnification ........................................................................................................... 14

SECTION3. PROJECT;CONTROLOF RECLAMATION;GOVERNING
REGULATIONS.........................................................................................................................
3. 1 Project Defined....................................................................................................................

14
14

3.2 Reclamation StandardsandRequirements.......................................................................... 16
3. 3 City Regulations..................................................................................................................

16

3. 4 Vested Rights......................................................................................................................

17

3. 5 Rights and Responsibilities.................................................................................................

17

SECTION 4. CONDITIONS TO CLOSE ................................................................................

19

SECTION5. CLOSING;OWNERSHIP..................................................................................20
5. 1 Closing Date........................................................................................................................

20

5. 2 Closing Deliverables...........................................................................................................

20

5. 3 Closing Costs ......................................................................................................................

21

5. 4 Luminant's Representations................................................................................................ 21

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5. 5 The City's Representations .................................................................................................

21

SECTION6. EXCLUSIVEEASEMENT;CONTINUATIONOF RECLAMATION........22
6. 1 Exclusive Easement............................................................................................................. 22

6. 2 Luminant's Use of the Property ..........................................................................................

22

SECTION 7. THE CITY'S WAIVER OF GOVERNMENTAL IMMUNITY..................... 22
REGULATORY ACTION......................................................................................................... 22
7. 1 Chapter 271 of the Texas Local Government Code............................................................

22

7. 2 Section 212. 172 of the Texas Local Government Code......................................................

22

7. 3 Chapter 245 of the Texas Local Government Code............................................................

22

7. 4 Chapter 380 of the Texas Local Government Code............................................................

23

7. 5 Other Law............................................................................................................................ 23

SECTION 8. ANNEXATION.................................................................................................... 23
8. 1 Request to Expand Extraterritorial Jurisdiction.................................................................. 23
8. 2 Expansion ofExtraterritorial Jurisdiction...........................................................................

23

8. 3 No Annexation Prior to Closing..........................................................................................

23

8.4 Annexationafter Closing .................................................................................................... 23
SECTION 9. EMINENT DOMAIN .......................................................................................... 24
SECTION 10. ASSIGNMENT...................................................................................................

24

SECTION 11. EVENTS OF DEFAULT; REMEDIES........................................................... 24
SECTION 12. RECORDATION...............................................................................................

25

SECTION 13. WAIVER OF LANDOWNER CONSULTATION; NO PROTEST............. 25
13. 1 Waiver of Landowner Consultation.................................................................................. 25
13. 2 No Protest..........................................................................................................................

25

SECTION14. TAXES................................................................................................................ 26
14. 1 Prorations..........................................................................................................................

26

14.2 Rollback Taxes.................................................................................................................. 26
SECTION 15. GENERAL PROVISIONS................................................................................

26

15. 1 Recitals..............................................................................................................................

26

15. 2 Notices...............................................................................................................................

26

15. 3 Further Assurances; Cooperation...................................................................................... 26
15. 4 Severability........................................................................................................................

27

15. 5 No Third-PartyBeneficiary............................................................................................... 27

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15. 6 Litigation...........................................................................................................................
15. 7 Interpretation....................................................................................................................

27
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15. 8 Authority and Enforceability............................................................................................. 27
15. 9 Enforcement; No Waiver..................................................................................................

27

15. 10 Law; Venue..................................................................................................................... 28
15. 11 Execution.........................................................................................................................

28

15. 12 Construction....................................................................................................................

28

15. 13 NoPartnershipor Joint Venture......................................................................................

28

15. 14 Multiple Originals...........................................................................................................

28

15. 15 Amendment..................................................................................................................... 28
15. 16 Time is of the Essence..................................................................................................... 28

15. 17 Entire Agreement............................................................................................................

28

15. 18 No Merger.......................................................................................................................

28

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LIST OF EXHIBITS
Exhibit A
Exhibit B
Exhibit C
Exhibit D

The Land
The Reclamation Tract
Excluded Tracts
The Facilities

ExhibitE
ExhibitF
ExhibitG

The Improvements
SolidWasteDisposal Landfills
MonitoringWells andDewateringWells

Exhibit H
Exhibit I
Exhibit J
Exhibit K

Environmental Covenant
Wetlands
Exclusive Easement
List of Permits

Exhibit L

Water RightsAVater Impoundments

Exhibit M
Exhibit N

Waiver of Landowner Consultation
Protected Cultural Sites

Exhibit 0
Exhibit P

FM 1870 Agreements
County Road 2307, County Road 2309 Order and Agreements

ExhibitQ

Temporary PrivateRoadCrossingAgreement (K.CS Rail Line)

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DEVELOPMENTAGREEMENT

This Development Agreement (the "Agreement") is entered into pursuant to Section 212. 172, and
Chapters 271 and 380 of the Texas Local Government Code between the City of Sulphur Springs,
Texas (the "City"), a municipal corporation organized under Article 1 1 ofthe Texas Constitution,
whose address is 125 South Davis Street, Sulphur Springs, Texas 75482, acting by and through its
City Manager, and Luminant Mining Company LLC and Luminant Generation Company LLC
(together, "Lymmant"), each a Texas limited liability company, with principal offices at 6555
SierraDrive, Irving, Texas(City andLuminantaresometimesindividuallyreferredto asa "Party".
and collectively as the "Parties").
RECITALS

WHEREAS,the City is a home rule city in Hopkins County, Texas; and
WHEREAS, Luminant owns approximately 4,901.228 acres of unincorporated real
property in Hopkins County, Texas (the "Land"), more particularly and separately described in the

attached Exhibit "A", some of which is located in the extratemtorial jurisdiction of the City
("ETJ"); and
WHEREAS, portions of the Land were permitted for mining operations by Luminant,
whichmininghasbeen completed; and
WHEREAS, a portion of the Land, more particularly and separately described in the
attached Exhibit "A", was permitted for mining operations by Luminant, which mining has been
completed (the "Reclamation Tract"), and is now subject to the reclamation requirements of the
Railroad Commission of Texas ("RRC"), which requirements are codified in 16 Texas
Administrative Code § 12. 1 et seq. (the "Coal Mining Regulations") and governed by Permit Nos.
50 and 56, issued by RRC to Luminant, as amended from time to time (together with the other
permits listed herein, the "Permits"), and secured by a blanket collateral bond posted by Luminant
(the "Bond"), which is required to be maintained with the RRC in an amount sufficient to cover
the approved reclamation cost until release of all reclamation obligations; and
WHEREAS, the Reclamation Tract is also subject to the rules and regulations of various
other regulatory agencies including, but not limited to, the Texas Commission on Environmental

Quality("TCEQ")andtheUnited StatesArmy Corps ofEngineers(the "Corps") (the regulations,
collectively, the "Environmental Regulations"); and
WHEREAS, Luminant, in furtherance of its operations, placed or constructed certain

Improvements andFacilities(bothdefinedherein) ontheLand,andwill, subjectto thisAgreement,
install certain Improvements on the Reclamation Tract, namely a water impoundment, stream
channels and forested wetlands (the Improvements, Facilities and Land, collectively referred to as
the "Property"), and
WHEREAS, the City desires to own and flexibly develop, use and maintain the Property
as a multi-use site for the benefit of its residents; and

WHEREAS, Luminant desires (i) to transfer the Property to the City, and (ii) to prepare

the Property to be developed by the City into a multi-use site, all subject to (a) Luminant's ability
to continue the current use of certain portions ofthe Land, which includes Luminant's ability to
continue reclamation operations; (b) Luminant's ability to remain in compliance with the Coal

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Mining Regulations, the Permits, the Environmental Regulations and any other rules and
regulations covering its reclamation obligations or its occupancy ofthe Land; (c) the final approval
by the RRC of all necessary permit revisions, and the release of the Reclamation Tract from the
Permits, the Bonds, the Environmental Regulations and from any other programs or permits

covering reclamation obligations (the "Releases"); and (d) the City's guarantee that the City's
current or future land-use and development regulations and/or ordinances shall not be applicable
to the Reclamation Tract and any Facilities or Improvements located thereon until the Releases

have been provided in full and final form, in consideration for which, among other things,
Luminant agrees to enter into this Agreement; and
WHEREAS, the City desires to permit Luminant to continue reclaiming the Reclamation
Tract in accordance with (i) the Coal Mining Regulations, the Permits, the Environmental
Regulations, and any other mles and regulations covering reclamation obligations on the

ReclamationTract, and(ii) thisAgreement, withouttheReclamationTractbeingsubjectto current
or future land-use and development regulations and/or ordinances of the City; and
WHEREAS, the RRC supports reclamation activities and changes ofland-use that result
in beneficial land use by the general public and, specifically, local communities; and

WHEREAS, the Land is eligible to be the subject of a development agreement under
Section 212. 172 of the Local Government Code and an economic development agreement under
Chapter 380 of the Texas Local Government Code; and

WHEREAS, this Agreement is entered into in compliance with Section 212. 172 and
Chapter380, in orderto addressthe desires ofLuminantand the City; and
WHEREAS,the City will be the beneficiary of the reclamation activities undertaken by
Luminant, which activities constitute services for purposes of Chapter 271 of the Texas Local
Government Code; and

WHEREAS,the City Council has found that development ofthe Property in compliance
with this Agreement will serve a public purpose, be in the best interests andwelfareofthe public,
and provide future benefit to the economy of the City; and

WHEREAS, the City Council authorized and approved this Agreement at a special
meeting ofthe City Council subject to the Open Meetings Act in compliance with the laws ofthe
State of Texas and the ordinances and Charter of the City on October 16, 2018 (Resolution No.
1155), that approved this Agreement with Luminant on the terms and conditions herein; and

WHEREAS,Luminantandthe City acknowledgethat this Agreement is bindinguponthe
CityandLuminant,andtheirrespectiveheirs, successorsandassignsfor theTerm (definedherein)
of this Agreement; and
WHEREAS, this Agreement is to be recorded in the Real Property Records of Hopkins
County.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and

othergood and valuable consideration,the parties hereto agree as follows:

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SECTION 1. PURPOSES, AUTHORITY AND CONSIDERATION
1. 1 Authority. Authority for Luminant and the City to enter into this Agreement exists
under the City Charter of the City, Section 212. 172 and Chapters 271 and 380 of the Texas Local

Government Code, and such other statutes as may be applicable. The approval ofthis Agreement
is subject to and contingent upon authorization granted by the City Council.

1.2 Benefits. The City desires to enter into this Agreement to enhancethe City's ability to
plan for, enhance, coordinate and control the development ofthe Property. The City acknowledges
that such enhancementand control will allow it to develop the Property as a multi-use site andbe
competitive in attractingindustryandbusinessto the City. The City desiresto attractbusinessand
taxrevenue for thebenefitofthe City and its residents, and thereby stimulate economicgrowthin
the future, provide for efficient use ofthe Property, and serve a valuable public purpose.
Luminantdesires to enter into this Agreement to facilitate the efficient and cost-effective
reclamation and re-use of the Property and will benefit from the certainty provided by this
Agreement with respect to its reclamation obligations and annexation, and from commitments

madeby the City with respect to the existingand plannedFacilitiesand Improvements.
1.3 Consideration. The benefits to the Parties set forth in the Recitals and herein, plus the
mutual promises expressed herein, are good and valuable consideration for this Agreement, the
sufficiency of which is acknowledged by the Parties.

1.4 Effective Date. This Agreement shall be effective on the date this Agreement is fully
executed by both Parties.
1. 5 Term. The term of this Agreement will commence on the Effective Date and continue

for fifteen (15) years (the "Term").
1. 5. 1 Extensions to Term. Prior to the termination of the Term, and with one

hundred eighty (180) days written notice to the City, Luminant, or any of its respective
successors or assigns, may extend this Agreement for additional periods of five (5) years
each if the Permits, the Bond, the Environmental Regulations and another rules and
regulations covering reclamations obligations have not been fully and finally released;
provided, however, that (i) Luminant is not in Material Breach of the Agreement, and (ii)
suchadditionalperiods do not cumulatively exceedthe limitations of State law.
1. 5. 2 Early Termination. Luminant may terminate this Agreement at any time after
Closing but prior to the end ofthe Term, including as extended, if necessary, provided that:
1. 5.2. 1 the Permits, the Bond, theEnvironmentalRegulationsand anyother
rules and regulations covering reclamation obligations have been fully and finally
released; or

1. 5.2.2 the City has not satisfiedthe Conditions Precedent (defined herein)
by the date set in Section 4 hereof.
SECTION 2. PURCHASE AND SALE

2. 1 Purchase and Sale. Luminant agrees to sell and convey and the City agrees to purchase
and pay for the Property. For clarity, the Property shall include all rights ofLuminant whatsoever

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in andto theProperty, includingwithout limitation all ofLuminant'sright, title and interest in and
to adjacent streets, alleys, strips, gores, rights-of-way, privileges, easements, interests and
appurtenances thereto. Luminant's rights and obligations under the Permits, its rights under the
Exclusive Easement, and the rights otherwise reserved herein are hereby excluded from the
Property.

2.2 PurchasePrice.ThepurchasepriceforthePropertyis OneHundredandNo/100Dollars
($100. 00), and other good and valuable consideration consisting of the mutual covenants,
restrictions, obligationsandprovisions ofthis Agreement.
2. 3 Description of Property. The Property consists of and includes the following Land,
Facilities, Improvements andotherreal andpersonal properties.
2. 3. 1 Land. The Land is 4901. 228 acres more or less, as identified on Exhibi_t"A"
attached hereto.

2. 3. 1. 1 Description. The Parties acknowledge and agree that some of the

descriptions describing portions ofthe Land arebased on deed references, including
metes and bounds, which are based on surveys conducted decades ago. The Parties
acknowledgeand agreethatthePropertydescriptionattachedhereto is sufficientto
accurately identify the Property to be conveyed until delivery and approval or
deemed approval of a Survey of the Property. Upon approval or deemed approval
of the Survey, the Property description set forth in the Survey shall be the
description ofthe Property for all purposes ofthis Agreement.
2. 3. 1.2 Surveys. Luminant will furnish to the City any existing surveys or
property descriptions of the Land that are in Luminant's possession. Should the
City require a recertification of such surveys, recertification will be done at the
City's sole cost and expense. For those portions of the Land that do not have a
surveyor a metes andboundsdeed description, a legal description ofthe Landwill
be made by a registered professional land surveyor at the City's expense.
2. 3. 2 Facilities. Existing facilities on the Land include, but are not limited to, office

and maintenance buildings, tank farms (bulk storage tanks), warehouse and warehouse
yards, and storage and parking areas and rail sidings, as identified on Exhibit "D" attached
hereto (the "Facilities").

2.3.3 Improvements. Existing Improvements on the Land include, but are not
limited to, certain wetlands, haul roads, rail lines (including the KCS switch and rail
crossing), culverts, access roads, drop structures, and the FM 1870 Bridge. Luminant will
construct, as future Improvements, theWaterImpoundments,stream channels andforested

wetlands on the Land, as identifiedon Exhibit"E"attachedhereto (the "ImEroyemmts").
2. 3. 3. 1 Water Impoundments. The existing and future ponds or waterbodies
("Watei_ Impoundments"), some of which will require the City to secure
authorization from TCEQ to store and/or use the water stored within such Water

Impoundments, as listed with more specificityon Exhibit"L":
a. A-18 Pond;

b. B-15 Pond;

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c. B-17 Pond;

d. B-l8 Pond;
e. C-06Pond;

f. D-03Pond;
g. G-13 Pond;and
h. H-03Pond.

2. 3.4 Existing Water Right. At Closing, Luminant will transfer to the City Water
Right No. 5906 ("Water Right No. 5906"), which currently authorizes the storage and use
of the water in the B-15 Pond, B-18 Pond and D-03 Pond, subject to retaining from the
City the right to use Water Right No. 5906 through the completion of reclamation and
receipt of all Releases.

2. 3. 5 Waste Landfills. The Land includes four (4) industrial solid waste disposal
sites, all of which may contain Class III solid wastes, have been closed pursuant to and in
compliance with TCEQ rules pertaining to industrial solid waste management, and have
been deed recorded in the Hopkins County Real Property Records, copies of which are
attached hereto as Exhibit "F".

2. 3. 6 Monitoring Wells and Dewatering Wells. As depicted on the attached Exhibit
G . there are monitoring wells and dewatering wells associated with Luminant's
reclamation obligations. Such "Monitoring Wells and Dewatering Wells" will remain
under Luminant management and control, subject to the Exclusive Easement, which

management and control will transfer to the City upon the expiration of the Exclusive
Easement.

2.3. 7 Permits. At the completion of reclamation and upon satisfaction of the
requirements under any Environmental Regulation or Coal Mining Regulation, and,
specifically, after all of Luminant's obligations related to discharge to the Water
Impoundments have been met and the Bond has been released as to all areas covered under

the Texas Pollutant Discharge Elimination System permit no. WQ0004122000 (the
"TPDESPermit"'). Luminantwill fa-ansfersaidTPDESPermit to the City.
If the City desires to operate the existing sewer plant, which is covered under the
TPDESPermit, prior to saidtransfer, the Citymust acquirea separatepermit from TCEQ.
2.4 ExcludedProperty. The Property shall not include:
2. 4. 1 those certain tracts of land, identified in Exhibit "B" and totaling 148. 964
acres, which are encumbered with a right of first refusal for the benefit ofa third-party (the
"Excluded Tracts"), ownership of which shall be retained by Luminant;
2.4.2 the 1.3 acretract ownedby Oncor; and
2.4. 2 the silo, conveyor and crusher, all ofwhich Luminant shall remove during its
reclamationoperations.

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2. 5 Property Inspection. The City shall have the right, until ten (10) daysprior to Closing,
to i) inspect the Property and verify the feasibility and suitability of the Property for the City's
intended use, and ii) conduct all desired studies, tests, and inspections ofthe Property that the City
deems advisable; provided, however, the City may only enter upon the Property to conduct
inspections upon one (1) business days' notice to Luminant; provided further, however, neither

the City nor its agent will be permitted to dig or excavate, nor conduct any soil borings or backhoe
trenching on any portions of the Land without the advanced written consent of Luminant, which
consent may be withheld by Luminant in its sole and absolute discretion. The City shall backfill
and restore any hole or trench resulting from any approved inspection as soon as reasonably
practicable after completing the inspection. The City agrees to provide evidence to Luminant,
before the City or its agents enter the Property, of the City's policies or its agents' policies of
general liability insurance with limits of not less than One Million and No/100 Dollars

($1,000,000.00) combined single limit covering liabilities for personal injury, death and property
damage arising out ofactivities on or about the Property by the City and its agents and contractors.
2. 6 Property Condition. The Property is being sold on an "AS IS, WHEREIS"basis, and
no warranty or representation (except as expressly with respect to title), either express or implied,
concerning or pertaining to the Property is made by Luminant. LUMINANTDISCLAIMSALL
WARRANTIES OR REPRESENTATIONS PERTAINING TO THE PROPERTY, OR ANY
PART THEREOF, WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF

LAW, INCLUDING ANY WARRANTY OF TITLE (EXCEPT AS EXPRESSLY PROVIDED
FOR IN THIS AGREEMENT), MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR OF GOOD AND WORKMANLIKE SERVICE. LUMINANT SPECIFICALLY
DISCLAIMS ANY WARRANTY THAT THE RECLAMATION OF THE PROPERTY HAS
BEEN COMPLETED OR WILL BE COMPLETED ACCORDING TO ANY STANDARD OR

REGULATION OTHER THAN THAT ESTABLISHED BY THE PERMITS, THE COAL
MINING REGULATIONS, AND THE ENVIRONMENTALREGULATIONS, OR THAT THE
RECLAMATION HAS RENDERED OR WILL RENDER THE PROPERTY SUITABLE FOR
THE CITY'S PURPOSE. LUMINANT SHALL HAVE NO LIABILITY TO THE CITY FOR

LOSS CAUSED BY SETTLING OR SHIFTING SOILS, IT BEING UNDERSTOOD BY THE
PARTIES

THAT

CONDUCTED

THE

BY

A

CITY

SHALL HAVE

QUALIFIED

EXPERT

AN

INDEPENDENT INSPECTION

BEFORE

COMMENCING

ANY

DEVELOPMENT OF THE PROPERTY. IN NO EVENT SHALL LUMINANT BE HELD

LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES
ARISING FROM THE CITY'S OWNERSHIP OR USE OF THE PROPERTY. The occurrence

of the Closing shall constitute an acknowledgment by the City that the Property was accepted
withoutrepresentation or warranty, express or implied (except as set forth hereinor in the special
warrantiesof title set forth in the Deed) and otherwise in an "AS IS", "WHEREIS", and "WITH
ALL FAULTS" condition based solely on the City's own inspection. The acknowledgments and

agreements of the City set forth in this Section shall survive Closing and shall not be merged
therein.

2. 7 Environmental Disclaimer. EXCEPTAS SETFORTHHEREIN,LUMINANTDOES
NOT AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY REGARDING THE

PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES (AS HEREINAFTER

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5709 ilft6E 12 OF'

DEFINED) ON, UNDER OR ABOUT THE PROPERTY OR THE COMPLIANCE OR
NONCOMPLIANCE

OF

THE

PROPERTY

WITH

THE

COMPREHENSIVE

ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE
SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, THE RESOURCE
CONSERVATION RECOVERY ACT, THE FEDERAL WATER POLLUTION CONTROL

ACT, THE FEDERAL ENVIRONMENTAL PESTICIDES ACT, THE CLEAN WATER ACT,
THE TEXAS NATURAL RESOURCES CODE, THE TEXAS WATER CODE, THE TEXAS
SOLID WASTE DISPOSAL ACT, THE TEXAS HAZARDOUS SUBSTANCES SPILL
PREVENTIONAND CONTROLACT, ANY FEDERAL,STATE ORLOCAL"SUPERFUND"
OR "SUPER LIEN" STATUTE, OR ANY OTHER STATUTE, LAW, ORDINANCE, CODE,
RULE, REGULATION, ORDER OR DECREE REGULATING, RELATING TO OR
IMPOSING LIABILITY (INCLUDING STRICT LIABILITY) OR STANDARDS OF

CONDUCT CONCERNING ANY HAZARDOUS SUBSTANCES (COLLECTIVELY, THE
"HAZARDOUS SUBSTANCE LAWS"). For purposes of this Agreement, the term "Hazardous
Substances" shall mean and include those elements or compounds which are contained on the list
of hazardous substances adopted by the United States Environmental Protection Agency and the
list of toxic pollutants designated by Congress or the Environmental Protection Agency or under
any Hazardous Substance Laws. THE CITY IS ADVISED THAT THE PRESENCE OF

JURISDICTIONAL WETLANDS OR WATERS OF THE UNITED STATES, TOXIC
SUBSTANCES, INCLUDINGASBESTOS AND WASTES OR OTHER ENVIRONMENTAL
HAZARDS, OR THE PRESENCE OF A THREATENED OR ENDANGERED SPECIES OR
ITS HABITAT MAY AFFECT THE CITY'S INTENDED USE OF THE PROPERTY. THE

CITY FURTHER ACKNOWLEDGES AND AGREES THAT, BEING GFVEN THE
OPPORTUNITYTO INSPECTTHE PROPERTY,THE CITY WILLBE PURCHASINGTHE
PROPERTY PURSUANT TO ITS INDEPENDENT EXAMINATION, STUDY, INSPECTION
AND KNOWLEDGE OF THE PROPERTY AND THE CITY IS RELYING UPON ITS OWN
DETERMINATION OF THE VALUE OF THE PROPERTY AND USES TO WHICH THE
PROPERTY MAY BE PUT, AND, EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES SET FORTH HEREIN, NOT ON ANY INFORMATION PROVIDED OR TO
BE PROVIDED BY LUMINANT. THE CITY FURTHER ACKNOWLEDGES AND AGREES
THAT WITH RESPECT TO ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH
RESPECT TO THE PROPERTY, THAT LUMINANT HAS NOT MADE AND WILL NOT BE
OBLIGATED TO MAKE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF
SUCH INFORMATION, AND LUMINANT MAKES NO REPRESENTATIONS AS TO THE

ACCURACY OR COMPLETENESSOF SUCH INFORMATION. The acknowledgments and
agreements of the City set forth in this Section shall survive Closing and shall not be merged
therein.

2. 8 Water and Water Impoundments. The Water Impoundments may currently be
exempted from permitting through exemptions related to Luminant's mining and reclamation
operations. The City acknowledges that it may not qualify for the exemptions Luminant is

currently afforded. The City further acknowledgesthat its subsequent, post-Bond releasechanges
of water uses, which shall be at the City's sole discretion, cost and expense, from agricultural to
another purpose may trigger water rights requirements by TCEQ.

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2. 9 Disclosures. Luminant hereby discloses to the City, and the City hereby acknowledges,
that portions ofthe Property have been used for a variety of functions related to the operation and
maintenance of a mine and the equipment associated with such operation and maintenance. As
well, portions of the Land have been used historically by prior owners and/or tenants for fanning,
hunting and ranching, and in connection with such uses prior owners and/or tenants mayhaveused
on the Land fertilizers, insecticides, pesticides, and other potentially hazardous materials
commonly used in connection with such operations, and may have operated on the Land gasoline
and diesel powered farm equipment and vehicles that typically result in incidental deposits of oil,
gasoline, diesel or other hydrocarbons on the Land.
2. 9. 1 Luminant shall deliver to the City or provide the City with reasonable access

to copies of all reports, including but not limited to environmental reports, and data and
inspections held by or for Seller, of which Seller has knowledge, regarding the Land and
the Property; this explicitly includes a Phase I environmental site assessment ("Phase I")
to be performed on the loading station, shop and office area to be performed at the request
ofLuminant for the purposes ofthis Agreement ("Luminant's Phase I").
2. 9. 2 Subject to the insurance requirements in Section 2. 5 herein, the City, at its
sole discretion, cost and expense, will perform or have performed a Phase I on all or
portions of the Land ("the City's Phase I").

2. 9. 3 Subject to the insurance requirements in Section 2. 5 herein, the City, at its
sole discretion, cost and expense, will perform or haveperformed a Phase II environmental
site assessment ("the City's PhaseII"')basedon the findingsofthe City's PhaseI.
2. 9. 3. 1 The Baseline Report. The City's Phase II shall establish the baseline
environmental condition for all portions of the Land assessed under the City's
Phase II. For all portions ofthe Land which are not assessed during the City's Phase
II, Luminant's PhaseI, the City's PhaseI, or the collective information from both
Phase Is shall establish the baseline environmental condition.

2. 9. 3. 2 Notwithstanding that the transfer ofthe Land is being done on an as
is, where is basis, as noted in Section 2. 6 herein, and that Luminant makes no

warranty or representation to the condition ofthe Land, except as explicitly stated
in this Agreement, the Baseline Report(s) sets forth any known or suspected
recognized environmental conditions affecting the subject Land as of the Closing.
The Parties agree that there shall be a rebuttable presumption that environmental
conditions identified through any means after the Closing that were not identified
in the Baseline Report(s) rqiresent environmental conditions that first arose after
the Closing and which, as between Luminant and the City, shall be the sole
responsibilityofthe City.
2. 9. 3. 3 The Baseline Report(s) is not a representation or warranty by
Luminant regarding the environmental or physical conditions of the subject Land,
and Luminant shall have no liability in connection with the accuracy or
completeness thereof.

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The information referred to in this Section 2. 9 is made available without representation by
Luminant or recourse to Luminant. The City relies on such information at its own risk. Without

limiting the generality ofthe ofthe foregoing, the City acknowledgesthat Luminanthasmadeno
representations (expressed or implied) regarding the accuracy of such information, the
qualificationsofthe parties preparing suchinformation, or the conclusions set forth therein.
2. 10 No Indemnification. LUMINANT SHALL HAVE NO OBLIGATION TO

INDEMNIFYOR HOLD THE CITY HARMLESSFROM AND AGAINST CLAIMS, SUITS,
LIABILITIES, COSTS, LOSSES, DAMAGES, OR EXPENSES FOR BODILY INJURY,
DEATH, OR PROPERTY DAMAGE CAUSED BY, ARISING FROM, OR RELATING TO
THE USE OF THE PROPERTY BY THE CITY, THE CITY'S SUCCESSORS OR ASSIGNS,
ORTHEIREMPLOYEES,AGENTS,GUESTS,LESSEES,LICENSEESOR INVITEES.
SECTION3. PROJECT;CONTROLOF RECLAMATION;GOVERNING
REGULATIONS

3. 1 Project Defined. The "Project" established by the Agreement will be a multi-phased
development project aimed at reclaiming the Property to an agricultural and/or industrial and

commercial ("VC") standard, for thebenefitofthe City's futuremarketing and/ordevelopment of
the Property, in accordance with the Permits, the Coal Mining Regulations, and the Environmental
Regulations. The Project includes all work by Luminant to satisfy any obligation of Luminant
under any of the Permits, the Coal Mining Regulations, or the Environmental Regulations.
3. 1. 1 Luminant will submit the necessary administrative and/or significant revision
applications to Mine Permit No. 5G and Mine Permit No. 56 to facilitate compliance with
the Coal Mining Regulations and in furtherance of the Project, including, but not limited
to, reclamation, land use, structure designs, bond map updates, surface and groundwater
monitoring reports or monitoring changes, conversion of temporary structures to
permanent, design packages, well transfers, reclamation cost estimates, groundcover and
productivity reports, vegetation monitoring and Bond release.
3. 1. 2 Luminant will submit the following to the Corps in furtherance ofthe Project:
a. An environmental covenant or deed restriction, in substantially similar
form as attached hereto in Exhibit "H", for protection of certain
jurisdictional Waters ofthe United States ("WQTUS") on the Landwithin
Thermo A-l Area and H-Area (zones C4 and D2), subject to further
discussion with the Corps at the maturity of the mitigation effort and
presentation to the Corps for concurrence on closure (estimated to occur
in 2027, approximately).

3. 1. 3 The following portions of Property will be open to access to the City
immediately upon Closing, subject to the retained right of entry provided herein, and shall
not be subject to the Exclusive Easement:

a. Any areas of the Property that have received Releases as of Closing.

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Luminant shall continue reclamation of the following areas, which are part

ofthe Reclamation Tract. All temporary diversions, ponds and roads need to be approved
by the RRC aspermanent or reclaimed.
3. 1. 4. 1 A-l Area. Luminant intends to reclaim the A-l Area to the post-

mine land uses approved in Permit No. 56 or revisions thereof, including three
Water Impoundments, as delineated on Exhibit "L", pastureland, forestry, fish and
wildlife habitat and such features as wetlands and streams.

3. 1.4. 2 H-Area. Luminant intends to reclaim the H-Area to the post-mine

land uses approved in Permit No. 5G or revisions thereof, including a Water
Impoundment (H-03 Pond), pastureland, forestry, fish and wildlife habitat and such
features as wetlands and streams.

a. H-03 Pond to be constructed by Luminant and have a capacity
of475-acre feet.

3. 1.4. 3 G-Area. Luminant has completed all dirt work and re-vegetation in
the G-Area.
3. 1. 4. 4 Central Area. Luminant intends to reclaim the Central area to the

post-mine land uses approved in the Permits or revisions thereof, including, but not
limited to, pastureland, forestry, fish and wildlife habitat and such features as
wetlands and streams:

a. Teardown the silo, conveyor and crusher, and leave the concrete
footings and slab in place;

b. Remove anyremaininglignite fines downto the stockpilebase,
leaving the stockpile base, if in useable condition, to be used
by the City as a parking or storage area;

c. Remove existing concrete slabs and footings, otherthanthose
mentioned in subparagraph (a) above, three feet (3') from the
surface of the Land; and

d. Allow the City to use, subject to its abilityto bebeneficiallyreused, any concrete that is left after the removal of the silo and
concrete slabs and footings.

3. 1. 5 Wetlands. The City agrees that upon conveyance of the Land and thereafter
in its ownership of the Land, that the City will not impact or disturb any jurisdictional
WOTUSor their associatedriparianbuffersuntil suchtime Luminanthasmet andsatisfied
the mitigation requirements ofthe Section 404 permit authorizations ("404 Permits"). listed
in Exhibit "I", and such 404 Permits are finally and fully closed. The City acknowledges

that prior to such closure of 404 Permit No. SWF-2012-00122 in the A-l Area, unless
otherwisenegotiatedwith the Corps, long-term protection must be createdfor the affected
wetland and WOTUS which will be in the form of legal deed recordation, conservation
easementor other suchother form ofsite protection requiredby the Corps.

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Additionally, the City agrees that Luminantshall retain a right of entry to conduct
surveys and studies for the evaluation of the WOTUS needed to verify that mitigation
requirements arebeingmet perthe 404 Permits andEnvironmentalRegulations. Likewise,
the City agreesto allow Luminantto managethe WOTUSasneededto ensure completion
and protection of mitigation to that standards of the 404 Permits and Environmental
Regulations. Such management shall include, but not be limited to, supplemental
vegetation planning, management of invasive species, repair of erosion and sediment

control. Suchrightsofentry andmanagementwill becontainedin theExclusiveEasement,
attached hereto as Exhibit "J".
3. 1. 6 Placeholder.

3. 2 Reclamation Standards and Requirements. All reclamation of the Property undertaken
by Luminant will be in accordance with the Coal Mining Regulations, the Permits, the Bond, the
Environmental Regulations and any other rules and regulations of other governmental agencies
covering reclamation obligations, including but not limited to the Environmental Regulations
related to former mining land or other real property impacted in the course of mining operations.
The Parties acknowledge that there are currently twelve (12) open and active environmental
permits attached to the Land, a complete listing of which is attached hereto as Exhibit "K".
Luminant's compliance with applicable regulations shall be determined solely by the
governmental agency with enforcement jurisdiction over those regulations.

The timing and sequencing of the reclamation of the Property will be determined and
completed at the sole discretion of Luminant consistent with the Permits, the Coal Mining
Regulations and the Environmental Regulations.
3. 3 City Regulations. The City guarantees and agrees that, during the Term of this
Agreement, the City will not (i) zone the Land or create a zoning classification on the Land that
prohibits reclamation operations or impairs or impedes Luminant's ability to satisfy its reclamation
obligations in a reasonable, prompt and efficient manner, (ii) require Luminant to submit, apply
for, or record a subdivision plat, development plat, site plan, or building or development permit as
a condition for performing its reclamation obligations; (iii) impose any standard or requirement
for reclamation of the Land in addition to those existing under the Permits, the Coal Mining

Regulations and the Environmental Regulations; (iv) require Luminant to construct any streets,
bridges or other public improvements on the Land; (v) require Luminant to undertake any study
of the Land for any purpose other than to provide the City with copies of any report or study
Luminant submits to the RRC, TCEQ, the Corps, or other governmental agency; (vi) impose any

impact fees or other fees, assessments, or taxes upon Luminant in conjunction with the
performance of its reclamation obligations or occupation of the Land under the terms of this
Agreement; (vii) require Luminant to comply with any wetland, storm water, flood plain, water
quality or other environmental regulation of the City; or (viii) apply any other ordinance or other
rule prohibiting the reclamation operations on the Land or impairing or impeding Luminant's
ability to satisfy its reclamation obligations in a reasonable and efficient manner.
Except as provided herein, the City is authorized to enforce, in the same manner the

regulations are enforced within the City's boundaries, all of the City's regulations and planning
authority that do not interfere with, impair, or impede Luminant's reclamation obligations or the

ability of Luminant to satisfy the Coal Mining Regulations, the Permits, the Environmental

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Regulations or any rules or regulations of another governmental agency covering reclamation
obligations, or the ability of Luminant to achieve full and final release of the Permits, the Bond,

the Environmental Regulations or any other rules and regulations of other governmental agencies
covering reclamation obligations.
3. 4 Vested Rights.

3. 4. 1 Chapter 245 of the Local Government Code. This Agreement constitutes a
"permit within the meaning of Chapter 245 of the Texas Local Government Code and

providestheCity fairnoticeoftheProject, assuchterm is definedtherein. Notwithstanding
any other provisions of this Agreement, or any applicable state law, the Project shall be
deemed in progress, and not dormant for purpose of Section 245. 005 of the Local

Government Code, as long as the Bond remains outstanding. Except as provided in this
Section, Luminant does not, by entering into this Agreement, waive (and Luminant
expressly reserves) any right that Luminant may now or hereafter have with respect to any
claim (a) of vested or protected development or other property rights arising from Chapter
245 ofthe Texas Local Government Code, as amended, or otherwise arising from common
law or other state or federal laws; or (b) that an action by the City constitutes a taking or
inverse condemnationofall or anyportion ofthe Land.ThisAgreement shall notterminate
or be modified in the event that one or all of the state statutes referenced herein shall be

repealed or modified.

3.4.2 Section 43. 002 of the Local Government Code. The City acknowledges and
agrees that, as of the Effective Date, Luminant has commenced use of the Land for the

performance of its reclamation obligations, and that nothing herein shall be deemed a
waiver ofLuminant's rights under Section 43. 002 of the Texas Local Government Code to

continue that use after annexation of all or any portion of the Land by the City.
3. 5 Rights and Responsibilities. The Parties shall have the following obligations and
responsibilities related to the Property.

3. 5. 1 Luminant's Rights and Responsibilities. As long as any portion of the
Property is under the Bond or otherwise subject to an Environmental Regulation or a
Permit, Luminant shall have the following rights and responsibilities related to said
portions of Property:

a. reclamation, at its sole cost and in accordance with Coal Mining
Regulations, the Permits, the Bond and any other mles and regulations
covering reclamation obligations on the Property;
b. full and sole authority over the reclamation operations and to make any
regulatory decisions regarding the Property covered under the Bond,
includingthose related to its development;
c. sole, exclusive authority to consult with RRC, TCEQ, the Corps or any
other agency or entity withjurisdiction over the mining and reclamation
obligations on the Land; and

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d. no title to, interest in or authorityover the Propertyor anyportion thereof
will transferto the Cityuntil Closing, and suchwill not transfer except as
expressly stipulated in this Agreement.
3. 5. 2 City's Rights. Responsibilities and Authority. The City shall have the
following rights and responsibilities, and authority:
a. assist Luminant in all respects in getting approval from the RRC to
undertake this Project;
b. assume from Luminant the obligations related to the Facilities and
Improvements, which include, but are not limited to, those maintenance

and removal obligations related to the main switch and rail crossing on
the KCS switch and rail crossing, including but not limited to the

obligations contained within that certain Temporary Private Road
Crossing Agreement attached hereto and made a part hereof as Exhibit
"O", the FM 1870 Bridge, including but not limited to the obligations
contained within that certain Agreement to Accept Donation for Highway
Construction Projects and the Order from the Commissioners' Court of

Hopkins County, attachedhereto and made a part hereofas Exhibit"O",
and Hopkins CountyRoad 2307 ("CR2307") and Hopkins CountyRoad
2309 ("CR2309"), including but not limited to the obligations contained

in the Hopkins County Commissioners' Court orders and agreement
attached hereto as Exhibit "P";

c. own and maintain any Improvements added to the Land, or that the City
otherwiseinstalls on the Land("Citv-AddedImprovements"),
d. consult with and secure from TCEQ the right to impound and use water
in amounts sufficient to allow the RRC to declare the Water

Impoundments permanent (the "Water Riehts").
In its attempts to obtain the Water Rights, the City shall:

i. ensure that Luminant is apprised of and has the opportunity to
participate in all meetings with the TCEQ or any other governmental
agency;

ii. provide Luminant with quarterly written updates, delivered within

ten (10) days followingthe endofeachcalendaryearquarter, on the
status ofthe WaterRights, includingwhatactions weretaken in the
precedingquarterandwhatactionsit intendsto takein theupcoming
quarter; and
iii. satisfy the Conditions Precedents stated in Section 4 hereof.

3.5. 3 Joint Responsibilities. The City and Luminantshall work together to submit,
on or before December 31, 2018, a joint application to the TCEQ for the amendment of
Water Right No. 5906, which amendment shall:

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a. add the A-18 Pond, B-17 Pond, C-06 Pond, G-13 Pond and H-03 Pond;
and

b. add recreational and other uses to the B-15 Pond, B-18 Pond, D-03 Pond
and A-18 Pond, B-17 Pond, C-06 Pond, G-13 Pond and H-03 Pond; and

c. explaintherelationshipoftheParties, asit relates to saidjoint application
and WaterRightNo. 5906; and
d. not transfer Luminant's ownership of, nor impair Luminant's use of or
compliance with Water Right No. 5906 until such has been transferred to
the City in accordance with Section 2. 3. 4 herein.
3. 5. 4 Miscellaneous. For clarity, the City shall not be required to provide any

financial support to Luminant for the development of the natural elements of the
reclamation plan which are regulated by the RRC and will not have any authority or ability
to direct the development or change those aspects which are regulated by the RRC.

For clarity, Luminant shall not be responsible for the costs or expenses associated
with constructing, nor be required to provide any financial support to the City to construct
or maintain any City-Added Improvements. Further, although the amendment referenced
in Section 3. 5. 3 will be submitted by Luminant, Luminant shall not be responsible for the

costs or expenses associatedwith completing the application for amendment or obtaining
theWaterRights,includingbut not limited to thosecosts andexpensesfor modelingWater
Right No. 5906.
Notwithstanding Luminant's regulatory control of those portions of the Property

covered by the Permits or the Bond and that Luminant can design such portions of the
Property and amend such designs from time to time at its sole discretion, Luminant will

allowthe City to reviewthe designand anysubsequentchangesto it, andwill endeavor, to
the extent Luminant determines to be feasible in its sole judgment, to accommodate the

City's desires and future usesofthe ReclamationTract in finalizingtheReclamationTract
design and in the developing of the Reclamation Tract.
SECTION 4. CONDITIONS TO CLOSE

Luminant shall have no obligation to convey the Property to the City until the City has
satisfied the following conditions (the "Conditions Precedent"):

1. Receiveauthorizationandapproval from theCity Council to enterinto thisAgreement;
and

2. Secure from TCEQ Water Rights in an amount sufficient to allow the RRC to declare
the Water Impoundments permanent; and

3. Submitjoint application to the TCEQ for the amendment of Water Right No. 5906 on
or before December 31, 2018; and

4. Submitapplicationto theTCEQfor any additional WaterRights determinedby TCEQ
to be needed for the Water Impoundments within ninety (90) days of said TCEQ
determination; and

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5. Obtain an updated survey containing a sufficient description of the boundary of the
Land and the Reclamation Tract; and

6. Deliverto Luminantanorderfrom theHopkins CountyCommissioners' Court thatthe
terms and obligations in the orders and agreements related to CR 2307 and CR 2309,
attached hereto as Exhibit "P", have been transferred to the City and that Luminant has
been released ofall liabilities and obligationsrelated thereto; and
7. Deliver to Luminant confirmation from the Texas Department of Transportation that
the terms and obligations in the agreements related to the FM 1870 Bridge, attached
hereto as Exhibit "O", have been transferred to the City and that Luminant has been
releaseof all liabilities and obligationsrelated thereto; and
8. Deliver to Luminant the executed Landowner Consultation and Exclusive Easement.

Notwithstanding any other provision ofthis Agreement, with the exception ofnumber 3 in
the above list, if the Conditions Precedent are not satisfied by December 31, 2019, then this
Agreement shall terminate and be of no force and effect, and the Parties shall have no further

obligations to one another hereunder, except with respect to the obligations described herein as
surviving termination of the Agreement.

The Parties may, by mutual written agreement, extend the period to satisfy any of the
Conditions Precedent.

SECTION 5. CLOSING; OWNERSHIP
5. 1 Closing Date. Within ten (10) days after all Conditions Precedent are satisfied
("Closing"), Luminant will convey the Property to the City subject to the provisions of this
Agreement via a special warranty deed.

5.2 Closing Deliverables. At Closing, Luminant and the City shall cause to be delivered
the followingitems, as applicable:
5.2. 1 Luminantshall causeto be delivered to the City:
5. 2. 1. 1 Title Policy. Luminant shall furnish to the City, at the City's
expense, an Owner's policy of title insurance (the "Title Policy") in the amount of
the appraisal district value, dated at Closing, insuring the City against loss under

theprovisions oftheTitle Policy, subject to thepromulgated exclusions (including
existing building and zoning ordinances), and the following exceptions (the
"Permitted Exceptions"):

a. The standard printed exception for standby fees, taxes and assessments.
b. Utility easements.

c. All easements and restrictions of record, and any easements shown on a
survey.

d. Reservations or exceptions otherwise permitted by this Agreement or as
may be approved by the City in writing.

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e. The standard printed exception as to discrepancies, conflicts, or shortages
in area or boundary lines, encroachments or protrusions, or overlapping
improvements.

f. The Permits, and anyother encumbrances to the Landbeing held to satisfy
Luminant's reclamation obligations.

5. 2. 1.2 Executed all bills paid affidavits, bills of sale, assignments, or other
instruments of transfer, and any record drawings, project manuals or any other

documentation, if any, related to the conveyed Facilitiesand hnprovements.
5. 2. 1. 3. Special Warranty Deed. Luminant shall deliver a special warranty

deed("Deed")conveying feesimpletitle to theProperty, free andclearofanyliens
or other encumbrances, subject only to the Permitted Exceptions.
5. 2. 2 The City shall cause to be delivered to Luminant:

5. 2. 2. 1 the Exclusive Easement(s), as attached hereto in form asExhibit "J";
and

5.2.2.2 an executedWaiverofLandownerConsultation, as attachedhereto
in form as Exhibit "M".

5. 3 Closing Costs. All costs of Closing shall be apportioned equally between the Parties,
except eachParty shall payits own attorneys' fees.
5.4 Luminant's Representations. Luminant represents and warrants to the City:
5. 4. 1 There are no existing contracts or agreements entered into by Luminant, either

recorded or unrecorded, written or oral, affecting the Property, or any portion thereofor the use
thereof, other than the Permitted Exceptions; and
5.4. 2 Luminant has no knowledge of any pending or threatened condemnation
proceedings with respect to the Property.
5. 5 The City's Representations. The City represents andwarrantto Luminant:
5. 5. 1 The City will make every effort to secure the Water Rights from TCEQ in an

expeditionsmanner, andwill allow Luminantto participatein the process; and
5.5.2 From and after Closing, the City agrees to accept and will own, operate and
maintain the Property, subject to the terms set forth herein and those of the Exclusive
Easement, and shall be responsible for all costs and obligations associated with same,

including but not limited to those associated with the FM 1870 Bridge as delineated in
Exhibit "O". CR 2307 and CR 2309 as delineated in Exhibit "P", and the K-CS switch and

rail crossing as delineated in Exhibit "O", but with the exception of any costs related to
Luminant's reclamation obligations. Withrespect to the Reclamation Tract, until Releases

have been received, the City shall not use the Reclamation Tract or allow any use of the
ReclamationTractthatis inconsistentwith, interferes with, impairsorimpedes Luminant's
ability to satisfy its reclamation obligations. For clarity, the Parties agree that any
subdivision and sale of all or anyportion of the Reclamation Tract, prior to the Releases

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beingreceived,to a third-partyenduserfordevelopmentshallbedeemeda useinconsistent
with Luminant'sreclamationobligations.
SECTION 6. EXCLUSIVE EASEMENT; CONTINUATION OF RECLAMATION
6. 1 Exclusive Easement. At Closing, the City will grant and convey to Luminant an

exclusive easement over the Reclamation Tract (the "Exclusive Easement"), providing for the
reclamation of the Reclamation Tract and access to the Reclamation Tract across the remainder of

the Land. Such Exclusive Easement will be in the form attached hereto as Exhibit "J", and will run

with the affected Land until all Releases have been received. Upon receipt of the Releases,
Luminant will file in the Hopkins County Real Property Records a document releasing such
released portions of the Land from the Exclusive Easement.

For clarity, at no time will the Reclamation Tract or any portion thereof be open to the
public or available for use by the City in a manner inconsistent with Luminant's reclamation
obligations.

6.2 Luminant's Use ofthe Property. Post-Closing, the City herebyconsents and agreesto,
at no cost to Luminant, Luminant's use and unrestricted access to any and all portions of the Land

within the boundaries of Permit No. 5G and Permit No. 56 that may be reasonably necessary to
comply with its obligations underthis Agreement, or underthe Environmental Regulations.
SECTION7. THE CITY'S WAIVEROF GOVERNMENTALIMMUNITY,
REGULATORY ACTION

7. 1 Chapter271 ofthe Texas Local Government Code. The City and Luminant agreethat
Luminant's reclamation activities on the Reclamation Tract constitute services benefitting the
City's ownership of the Land for purpose of Chapter 271 of the Texas Local Government Code.

From and after the Effective Date, the City waives its governmental immunity for any issues,
disputes, conflicts, suits, actions at law or equity, or actions for declaratory relief, injunctive relief,
or mandamus arising from or relating to this Agreement with regard to the provision of these
services to the fullest extent permitted by Section 271. 152 of the Texas Local Government Code.

7.2 Section 212. 172 of the Texas Local Government Code. The City and Luminant
acknowledge and agree that this Agreement is a valid development agreement authorized in all
respects under Section 212. 172 oftheTexas Local Government Code. The Parties expressly agree

that the rights and obligations of the Parties under this Agreement shall survive the City's
acquisitionoftitle to theLand,inthatthisAgreementimposesrights andobligationsontheParties
with regard to the Reclamation Tract that shall survive Closing, which rights and obligations are
the considerationfor Luminant's conveyanceofthe Landto the City. From and afterthe Effective
Date, the City waivesits governmental immunity for anyissues, disputes, conflicts, suits, actions
at law or equity, or actions for declaratory relief, injunctive relief, or mandamus arising from or
relating to this Agreement to the fullest extent permitted by Section 212. 172.
7. 3 Chapter 245 of the Texas Local Government Code. This Agreement is a permit for
purposesofSection245.001(1)oftheTexasLocal GovernmentCode.From andaftertheEffective

Date, the City waivesits governmental immunity for any issues, disputes, conflicts, suits, actions
at law or equity, or actions for declaratory, injunctive relief, or mandamus arising from or relating
this Agreement to the fullest extent permitted by Section 245. 006 of the Texas Local Government
Code.

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7.4 Chapter 380 of the Texas Local Government Code. This Agreement is an economic
development agreement for purposes of Chapter 380 of the Texas Local Government Code. From

and after the Effective Date, the City waives its governmental immunity for any issues, disputes,
conflicts, suits, actions at law or equity, or actions for declaratory relief, injunctive relief, or
mandamus arising from this Agreement to the fullest extent permitted by Chapter 380.
7. 5 OtherLaw.The Partiesdo not intend the foregoingwaivers to be an exclusivelist. It is
the Parties' intention that the City waive its governmental immunity for any issues, disputes, suits,
actions at law or equity, or actions for declaratory relief, injunctive relief, or mandamus arising
from or relating to this Agreement to the fullest extent permitted by the Texas Constitution or any
other law of the State of Texas.

SECTION 8. ANNEXATION

8. 1 Request to Expand Extraterritorial Jurisdiction. The execution of this Agreement by
Luminant constitutes a request and petition under Section 42. 022(b) of the Texas Local
Government Code for the City to expandits extraterritorialjurisdictionto include all ofthe Land.
The Parties agree that this is a legally sufficient request and petition by Luminant, and that no
additional requests or petitions from Luminant are necessary for the City Council to consider and
adopt an ordinance expanding the City's extratemtorial jurisdiction.
8. 2 Expansion of Extraterritorial Jurisdiction. Promptly upon receipt of a copy of this
Agreement executed by Luminant, the City Council shall place on its agenda for consideration an

ordinance expandingthe City's extraterritorial jurisdiction to include the Land. This Agreement
shall not become effective until and unless City Council, by duly enacted ordinance approved after
a public hearing complying with all City ordinances and the Texas Open Meetings Act, expands
the City's extraterritorial jurisdiction to include all of the Land. The City shall provide Luminant
at least three (3) days' written notice of any such public hearing.
8.3 No Annexation Prior to Closing. The Parties acknowledge and agree that this
Agreement is not a petition for voluntary annexation nor consent to annexation by Luminant with

regardto anyportionoftheLand.TheCity shallnot annexanyportion oftheLandpriorto Closing,
nor shall the City take any step to commence annexation proceedings of any portion of the Land

priorto Closing, including,withoutlimitation, scheduling,issuingnoticeof, orconductinga public
hearing concerning the annexation of any portion of the Land. In the event this Agreement
terminates prior to Closing, the City shall comply with all requirements set forth in Chapter 43 of

the Texas Local Government Code before initiating annexationproceedings regarding the Land,
including providing Luminant or its successor due notice of any public hearing concerning
annexation, and in that event, Luminant expressly retains and does not waive any rights of a
property ownerunder Chapter43. The provisions of this Section shall survive the termination of
this Agreement if this Agreement is terminated prior to Closing.
8. 4 Annexation after Closing. This Agreement shall not preclude the City from annexing

all or any portion of the Land after title to the Land is conveyed to the City at Closing. To the
extent Luminant's consent would be required to such annexation, this Agreement shall be deemed

full and final consent to such annexation, without the necessityoffurther actionby Luminant.

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SECTION 9. EMINENT DOMAIN

Nothing herein shall be construed as a consent to eminent domain or as a waiver of any of
Luminant's rights in an eminent domain proceeding. In the event that the City initiates eminent
domain proceedings with regard to the Land following termination of this Agreement but prior to
Closing, the City agrees that this Agreement shall be inadmissible in such proceedings and shall
constitute no evidence of the fair market value ofthe Property.
SECTION 10. ASSIGNMENT

This Agreement may be assigned by Luminant without the consent of the City to any
Luminant affiliatedor related entity and Luminantwill be released from its obligations underthis
Agreement upon delivery ofa notice ofsuch assignment to the City. Any assignment ofLuminant's
rights and obligationshereunderto an entity that is not affiliatedwith or related to Luminantwill

notrelease Luminant ofits respective obligations underthis Agreement until theCityhasapproved
the assignment in writing; provided. however, the City shall not unreasonably deny, delay, or
conditionits approval ofthe assignment.
Any assignment ofthe City's rights and obligationshereunderwill not be effective unless

first agreed to in writing by Luminant; provided, however, that the City is prohibited from
assigning to any third-party that is involved in pending litigation against or is otherwise adverse to
Luminant. Any assignment of the City's rights and obligations hereunder will not be valid unless
and until Luminant approves the assignment in writing.

Priorto the future sale, conveyance or transfer ofanyportion ofthe Property, the City shall
give written notice of this Agreement to the prospective purchaser, grantee or transferee, and shall

also give Luminant at least ten (10) days' prior written notice ofthe sale or conveyance.
Pursuantto SubchapterG, this Agreement shallbebindingupontheParties, theirgrantees,
successors, assigns, or subsequent purchasers. Any reference to Luminant or City shall be deemed

to andwill include the successors or assigns thereof, and all the covenants and agreements in this
Agreement shall bind and inure to the benefit of the respective successors and assigns thereof
whether so expressed or not.

SECTION 11. EVENTS OF DEFAULT; REMEDIES

No Partyshall bein default underthisAgreement until notice ofthe alleged failureofsuch
Partyto perform has been given (whichnotice shall set forth in reasonabledetail the nature ofthe

alleged failure) and until such Party has been given a reasonable time to cure the alleged failure
(such reasonable time determined based on the nature of the alleged failure, but in no event less
thanthirty (30) days after written notice ofthe alleged failure hasbeen given); provided, however,
in the event of any default by a Party hereunder, the failure to promptly cure of which could lead

to an imminent risk ofpersonal injury, loss of life, or damage to property, such Party shall take
such immediate action as is reasonably necessary to avoid or mitigate such consequences. In
addition, no Party shall be in default under this Agreement if, within the applicable cure period,
the Party to whom the notice was given begins performance and thereafter diligently and
continuously pursues performance until the alleged failure has been cured.

24

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iMSl 5709 PAGE 25 OF

The provisions of this Section 11 shall not apply to Section 4 and shall not operate to
lengthen the time for performance of the Conditions Precedent or limit the ability of Luminant to
terminate this Agreement on the date stipulated in Section 4 if the Conditions Precedent have not
been satisfied on or before said date.

IF A PARTY IS IN DEFAULT, THE AGGRIEVED PARTY MAY, AT ITS OPTION
AND WITHOUT PREJUDICE TO ANY OTHER RIGHT OR REMEDY UNDER THIS

AGREEMENT, SEEK ANY RELIEF AVAILABLE AT LAW OR IN EQUITY,
INCLUDING, BUT NOT LIMITED TO, AN ACTION UNDER THE UNIFORM
DECLARATORY JUDGMENTS ACT, SPECIFIC PERFORMANCE, MANDAMUS, AND
INJUNCTIVERELIEF.
SECTION 12. RECORDATION

This Agreement shall run with the Land, shall be recorded in the real property records of
Hopkins County, Texas after the Effective Date, and shall be binding on the City, as the new owner
ofthe Property, andthe City's successors in title.
SECTION 13. WAIVER OF LANDOWNERCONSULTATION; NO PROTEST
13. 1 Waiver of Landowner Consultation. Upon execution of this Agreement, the City
agrees to waive any rights to and relieve Luminant and its affiliates (including, without limitation,
Luminant Generation Company LLC) of any duty of landowner consultation associated with the

release of the reclamation bond for the Property. Concurrently with the Closing, the City will
provide Luminant with an executed Waiver of Landowner Consultation, in the form attached
hereto as Exhibit "M", waiving the City's rights to landowner consultations associated with the
Permits.

13.2 No Protest. As a part ofthe consideration supporting thisAgreement, the City agrees
and covenantsnot to contest, protest, or otherwisechallengeanyapplicationthat Luminantor any
subsidiary, affiliate or assignee of Luminant or Vistra Energy Corp., formerly known as Energy
Future Holdings Corp. and TXU Corp. (collectively referred to as "Applicant"), may file or make

to anylocal, stateor federalagency,includingbutnot limited to theRRC,TCEQ,theCorps, and/or
the United States Environmental Protection Agency, for any environmental, development,
construction, or operation authorization, including, but not limited to any local, state or federal
permit, registration or any other authorization for any facility or any portion of a facility, or any

other structure or process in Hopkins County, Texas, or otherwise take a position adverse to
Applicant, in any proceeding, in any form or forum, including, but not limited to, before or to the

RRC, the TCEQ, the Texas State OfficeofAdministrative Hearings, and/or state or federal court.
The City's agreementandcovenantnot to contest,protest, or otherwisechallengeanysuchactions
or applications includes the City's express agreement and covenant not to file any public
comments, requests for party status, motions to overturn, motions for reconsideration, objections
or anyotheradministrative orjudicial appealsregardingsuch applicationor anyauthorizationthat
Applicant obtains as a result of such application. The City's agreement and covenant not to

contest, protest, or otherwise challenge such application also extends to any subsequent
amendment or modification of any authorization that Applicant obtains as a result of any such
application. The City further agrees and covenants not to seek or pursue revocation of any

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5709 PA6E 26 Of" 135

authorization that Applicant obtains as a result of such application, or to attempt to enjoin, cease

or restrain operationsunder suchauthorization,or take a position adverseto Applicant in any such
revocationorinjunctionaction, or in anyotherwayattemptto otherwiseconstrainoperationsunder
suchauthorization, in any form or forum whatsoever. The provisions ofthis Section shall survive
Closing, and Luminantmay enforcetheprovisions hereofby any appropriate legal action.
SECTION 14. TAXES
14. 1 Prorations. Taxes, interest, assessments, andrents for the year in which Closing occurs
will be prorated through Closing. If taxes for the said year vary from the amount prorated at
Closing, the parties shall adjust the prorations when tax statements for said year are available.
14. 2 Rollback Taxes. If this Agreement, the underlying transfer of the Property from

Luminantto the City, the City's use ofthe Property after Closingor Luminant's changein use of
the Property pursuant to the purpose and provisions of this Agreement result in the assessment of

additional taxes, penalties or interest ("Assessments") for periods prior to Closing, the
Assessmentswill be the obligation ofthe City. Ifdenial ofa special use valuation on the Property
claimed by Luminant results in Assessments for periods prior to Closing, the Assessments will be
the obligation ofLuminant. Obligations imposed by this Section 14 will survive Closing. In no

event shall Luminantbe liable for taxesassessedon thePropertyunless the taxes are actuallypaid
by the City.
SECTION 15. GENERAL PROVISIONS
15. 1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the
Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; (c) are legislative findings of the City Council; and (d) reflect the final intent of the
Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to

interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals,
shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties
have relied upon the recitals as part of the consideration for entering into this Agreement and, but

for the intent ofthe Partiesreflected by the recitals, would not have entered into this Agreement.
15. 2 Notices. Any notice required or permitted to be delivered hereunder shall be in writing

and shall be deemed received on the actual receipt by mail. Federal Express or other delivery
service, fax, email or handdelivery, addressedto Luminantor the City, as the casemaybe, at the
addresses provided below:
The City: City of Sulphur Springs
Attn. : City Manager

Luminant:

Luminant Mining Company LLC
Attn. : Ashlie Alaman Stamper

125 South Davis Street

6555 Sierra Drive

Sulphur Springs, Texas 75482

Irving, Texas 75039

15.3 Further Assurances; Cooperation. Each Party shall, from time to time, upon written
request, execute and deliver such further instruments and documents as may be reasonably
necessary to perform its obligations hereunder or to give full effect to this Agreement.

26

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570° PAGE 27 OF

15.4 Severabilitv. The provisions ofthis Agreement are severable. If a court ofcompetent
jurisdiction finds that any provision of this Agreement is unenforceable, the unenforceable

provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision
that is similar in tenor to the unenforceable provisions as is legally possible, and the Agreement as
so-modified shall be enforced to the greatest extent permitted by law, except when such
construction would constitute a substantial deviation from the general intent and purchase of the
Parties as reflected in this Agreement.
15. 5 No Third-Partv Beneficiary. This Agreement is not intended, nor will it be construed

to create any third-party beneficiary rights in any person or entity who is not a Party, unless
expressly otherwiseprovidedherein.

15. 6 Litigation. Intheevent ofanythird-party lawsuit or otherclaim relating to thevalidity

ofthisAgreement or anyactionstakenbythe Partieshereunder, Luminant andthe City intendto
cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the

suit or claim without diminution oftheir respective rights andobligations underthis Agreement.
The filing of anythird-party lawsuit relating to this Agreement will not delay, stop or otherwise
affect this Agreement, unless otherwise required by a court of competent jurisdiction.
15. 7 Interpretation. The Parties acknowledge that each of them has been actively involved
in negotiating this Agreement. Accordingly, the rule ofconstruction that any ambiguities are to be
resolved against the drafting Party will not apply to interpreting this Agreement. In the event of

anydisputeoverthemeaningorapplicationofanyprovisionofthisAgreement, theprovisionwill
be interpreted fairly andreasonably and neither more strongly for or against anyParty, regardless
of which Party originally drafted the provision.

15. 8 Authority and Enforceabilitv. The City represents and warrants that this Agreement
hasbeen approved by ordinance or resolution duly adopted by the City Council in accordance with

all applicable public notice requirements (including, but not limited to, notices required by the
TexasOpenMeetingsAct) andthattheindividual executingthisAgreement onbehalfoftheCity
hasbeendulyauthorizedto doso.Luminantrepresents andwarrantsthatthisAgreementhasbeen
approved by appropriate action ofLuminant, and that the individual executing this Agreement on
behalf of Luminant has been duly authorized to do so. Each Party acknowledges and agrees that
thisAgreement isbindingupon suchPartyandenforceableagainstsuchPartyin accordancewith
its terms and conditions.

The City's execution of this Agreement constitutes a valid and bindingobligation of the
City under State Law. Luminant's execution of this Agreement constitutes a valid and binding
obligation ofLuminant.

15. 9 Enforcement; No Waiver.This Agreement maybeenforcedbyLuminantor theCity
by any proceeding at law or in equity. The remedies herein provided shall not be deemed to be

exclusive, but shall becumulative andshall bein addition to all other remedies in its favor existing
in law, in equity or in bankruptcy. No subsequent change in the law regarding annexation shall
affect the enforceability of this Agreement. The failure of either Party to insist at any time upon
the strict performance or any covenant or agreement in this Agreement or to exercise any right,

27

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IMST *
5709 PAGE 28 OF ).:

power or remedy contained in this Agreement will not be construed as a waiver or a relinquishment
thereof for the future.

15. 10 Law: Venue. This Agreement is governed by and construed in accordance with the

lawsofthe StateofTexas.Thevenuefor anylegalproceedingto enforceor interprettheprovisions
of this Agreement shall be in Dallas County, Texas, on agreement of the Parties and pursuant to
Section 15. 020 of the Civil Practice and Remedies Code.

15. 11 Execution. This Agreement may be separately executed in individual counterparts
and, upon execution, shall constitute one and the same instmment.

15. 12 Construction. This Agreement shall be construed fairly and simply, and not strictly
for or against either Party. Headings used throughout this Agreement are for convenience and
reference only, and the words contained therein shall in no way be held to explain, restrict, modify,
amplify or aid in the interpretation or construction of the meaning of the provisions of this
Agreement.

15. 13 No Partnership or Joint Venture. Nothing in this Agreement or any related document
should be construed to create any form ofpartnership orjoint venture among the Parties.
15. 14 Multiple Originals. The Parties may execute this Agreement in one or more duplicate
originals, each of equal dignity.

15. 15 Amendment. This Agreement may only be amended as mutually agreed in a writing
duly executed by the Parties.

15. 16 Time is of the Essence. It is acknowledged and agreed by the Parties that time is of
the essence in the performanceofthis Agreement.
15. 17 Entire Agreement. This Agreement, together with any exhibits attached hereto,

constitutes the entire agreement between Parties with respect to its subject matter, and may not be
amended except by a writing signed by all Parties with authority to sign and dated subsequent to
the date hereof. There are no other agreements, oral or written, except as expressly set forth herein.
15. 18 No Merger. The obligations set forth herein shall survive Closing, and shall not be
merged with the deed. The Parties acknowledge that the interest in the Exclusive Easement by
Luminant, together with the covenants and restrictions imposed by this Agreement, vest Luminant
with standing to enforce this Agreement under Section 212. 172 the Texas Local Government Code

after transfer of ownership ofthe Land to the City.

[Remainder of thepage intentionally left blank.}

28

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Tt.
HK

Wi8

T [\i (-_
INiil
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- 570° PA6E 29 OF 135

City of Sulphur Springs

Luminant Mining Company LLC
Luminant Generation Company LLC

Marc Maxwell, City Manager

Matthew GoenBgT-VP-

Date: l6-l(>-t^

Date: If)-1C- /j

John Selfeifs, Mayor

Date: ^

!(? /f^ //

Approved as

JiifiMcCeroy, City Attom^""^

Date:

29

/a/^/tS

jr

 Exhibit A - The Land

Tract

Tract

Number

Suffix

Recorded

'Deed

Deed

Grantor

Grantee

Date

County

State

Volume

Page

Acres

Survey

0001

FRANKIE D. MATTISON, ETAL

TEXAS UTILITIES GENERATING COMPANY

6/17/1982

HOPKINS

TX

723

50. 0430

MARIA J DE LOS 3ANTOS COY

0001

DEANNA LANDERS

LUMINANT MINING COMPANY LLC

1/28/2010

HOPKINS

TX

421
726

83

50. 1400

MARIA J DE LOS SAHTOS COY

000:

JON WAYNE LANDERS AND AMY RENEE LANDERS

TXUMIIHING COMPANY LP

2/4/2016

HOPKINS

TX

724

918

23, 8600

MARIA J DE LOS SANTOS CO'i

0003

JON WAYNE LANDERS AND AMY RENEE LANDERS

FXU MIINING COMPANY LP

2/4/2016

HOPKINS

TX

724

918

9. 9600

MARIA J DE LOS SANTOS COY

0003

JON WAYNE LANDERS AND AMY RENEE LANDERS

TXU MIINING COMPANY LP

2/4/2016

HOPKINS

TX

724

918

11. 2400

MARIA J DE LOS SANTOS COY

0004

LOUIS S. FERGUSOM, ETAL

LUMINANT MINING COMPANY LLC

8/25/1981

HOPKINS

TX

417

535

48. 6090

MARIA J DE LOS SANTOS COY

0004

DEANNA LANDERS

LUMINANT MINING COMPANY LLC

1/28/2010

HOPKIHS

TX

726

83

4. 8700

MARIA J DE LOS SANTOS COY

0007

DEANNALANDER

LUMINANT MINING COMPANY LLC

1/28/2010

HOPKINS

TX

726

83

1. 6150

MARIA J DE LOS SANTOS COY

0008

'EGGY RAME^i

LUMINANTMININGCOMPANYLLC

4/9/1980

HOPKINS

TX

403

533

100. 0000

MARIA J DE LOS SANTOS CO'i

001:

DEANNA LANDER

LUMINANT MINING COMPANY LLC

1/28/2010

HOPKINS

TX

726

83

4. 2600

MARIA J DE LOS SANTOS CO'i

001:

;iANDYWAYNERIDNER

LUMINANT MINING COMPANY LLC

2/6/2010

HOPKtHS

TX

726

882

0. 6000

MARIA J DE LOS 3ANTOS COY

0012

FOMMYANDRHONDA

LUMINANT MINING COMPANY LLC

2/8/2010

HOPKINS

TX

726

888

0. 6050

MARIA J DE LOS SANTOS COY

001:

^ANDYWAYHERIDNER

LUMINANT MINING COMPANY LLC

2/6/2010

HOPKINS

TX

726

882

0. 4220

/IARIA J DE LOS SANTOS COY

0026

NA MELTON POWELL, ETAL

L. D. CROSS, TRUSTEE

3/17/1975

HOPKINS

TX

362

420

13. 2100

^ARIAJ DE LOS SANTOS COY

0026

RA MELTON

L. D. CROSS, TRUSTEE

3/17/1975

HOPKINS

TX

362

423

13. 2100

/IARIA J DE LOS SANTOS COY

L. D. CROSS. TRUSTEE

4/17/1975

HOPKINS

TX

362

288

46. 4100

;IARIA J DE LOS SANTOS COY
/IARIA J DE LOS SANTOS COY

PHILLIPS

0027

DANIEL W. EDGE AND WIFE. EDDIE JO

0028

JOHN M. MORGAN. ETUX, LELA

L. D. CROSS, TRUSTEE

4/14/1975

HOPKINS

362

573

57. 0000

0029

DANIEL W. EDGE, ETUX. EDDIE JO

L, D. CROSS, TRUSTEE

4/17/1975

HOPKINS

362

288

20. 0000

/IARIA J DE LOS SANTOS COY

0029

DANIEL W. EDGE, ETUX. EDDIE JO

L. D. CROSS, TRUSTEE

4/17/1975

HOPKiNS

362

288

26. 0300

^ARIAJ DE LOS SANTOS COY

0029

DANIEL W. EDGE. ETUX. EDDIE JO

L. D. CROSS, TRUSTEE

1/30/1990

HOPKINS

362

'88

41. 1300

/IARIA J DE LOS SANTOS COY

0029

DANIEL W. EDGE, ETUX, EDDIE JO

L D. CROSS. TRUSTEE

4/17/1975

HOPKINS

362

288

4. 3460

/IARIA J DE LOS SANTOS CO'i

0030

SAMMY L. TATUM, ETUX. LINDA K.

6/17/1983

HOPKINS

430

617

3. 5300

0031

;ULPHUR SPRINGS BRICK COMPANY

L. D. CROSS, TRUSTEE

12/22/1976

HOPKINS

75

394

'8. 9600

<1ARIA J DE LOS 3ANTOS COY

.

EXAS UTILITIES GENERATING COMPANY

.

HOMAS TOBAR

00:

EARL DEAN OLIVER TRUSTEE

L. D. CROSS. TRUSTEE

1/1/1974

HOPKINS

349

47

5. 2200

-1ARIA J DE LOS SANTOS COY

00;

EARL DEAN OLIVER TRUSTEE

L. D. CROSS, TRUSTEE

, 1/1974

HOPKINS

i49

47

6. 3500

/IARIA J DE LOS SANTOS COY

0034

EARL DEAN OLIVER TRUSTEE

L. D. CROSS, TRUSTEE

, 10/1973

HOPKINS

i49

57

67. 7900

HOMAS TOBAR

0036

LOUIE V. WOODALL. ETUX, MAROLYN C.

L. D. CROSS, TRUSTEE

9/15/1975

HOPKfNS

62

40

9. 1600

HOMAS TOBAR

0037

LOUIE V. WOODALL, ETUX. MAROLYN C.

L D. CROSS, TRUSTEE

9/15/1975

HOPKINS

i62

440

i9. 1600

HOMAS TOBAR

0038

EARL DEAN OLIVER TRUSTEE

L. D. CROSS. TRUSTEE

, 1/1974

HOPKINS

i49

>47

9, 7100

HO MAS TOBAR

)039

EARL DEAN OLIVER TRUSTEE

L. D. CROSS, TRUSTEE

, 1/1974

HOPKINS

49

47

0. 2300

HO MAS TOBAR

0040

EARL DEAN OLIVER TRUSTEE

L D. CROSS, TRUSTEE

, 1/1974

HOPKINS

i49

47

1.0000

HOMAS TOBAR

)041

EARL DEAN OLIVER TRUSTEE

L. D. CROSS, TRUSTEE

, 1/1974

HOPKINS

49

47

2400

OGAN H MCKORKLE

.

0045

EARL DEAN OLIVER TRUSTEE

L. D. CROSS, TRUSTEE

, 1/1974

HOPKINS

49

47

4. 4500

)044

EARL DEAN OLIVER TRUSTEE

L. D. CROSS, TRUSTEE

, 1/1974

HOPKIHS

49

>47

2. 2700

HOMAS TOBAR

104;

<. E. ROSS

L. D. CROSS, TRUSTEE

, 24/1979

HOPKIHS

94

'0. 4370

OGAN H MCKORKLE

3046

DAISY 1. TARRANT, ET AL

1046

DOUGLAS TARRANT ET UX DEBRA TARRANT

1047
048
'048
048

^

.

XU MINING COMPANY LP

., 24/2004

HOPKINS

85

17

XU MINING COMPANY LP

B4/2004

HOPKINS

85

21

XU MINING COMPANY LP

, 2/2004

HOPKINS

67

XU MINING COMPANY LP

, 10/2006

HOPKINS

59

VIIGUEL A. TREJO AND WIFE, DONNA F, TREJO

XU MINING COMPANY LP

', 29/2005

HOPKINS

>46

:ICHARD DARLIN

XU MINING COMPANY LP

, 21/2004

HOPKINS

89

8. 5000

/OODWARD RONE

0000

/OODWARD RONE

08

5. 4230

/OODWARD ROME

49

7030

/OODWARD RONE

12

0800

OGAN H MCKORKLE

09

5000

/OODWARD ROME

.

SEVILLE W. TANTON AND WIFE, HELL TERRELL TANTON
OHN MARK MCAFEE & WIFE LORI MCAFEE

/IARIA J DE LOS SANTOS COY

.

.

.

.

 Exhibit A - The Land

Tract

Tract

Number

Sufflx Grantor

Recorded

IDeed

Deed

Grantee

Date

County

State

IVolume

Page

Acres

Survey

HOPKINS

TX

551

609

35. 1200

WOODWARD RONE
THOMAS TOBAR

0049

BILLY 0. RAY

TXU MINING COMPANY LP

11/2/2005

0050

LOUIE V. WOODALL, ETUX. MAROLYN C.

L. D. CROSS, TRUSTEE

9/15/1975

HOPKINS

TX

362

440

57. 4450

0050

LOUiE V. WOODALL. ETUX, MAROLYN C.

L D. CROSS, TRUSTEE

9/15/1975

HOPKINS

TX

362

440

55. 9120

THOMAS TOBAR

005;

EARL DEAN OLIVER TRUSTEE

L. D. CROSS. TRUSTEE

5/3/1973

HOPKINS

TX

349

559

77. 4200

THOMAS TOBAR

005;

EARL DEAN OLIVER TRUSTEE

L. D. CROSS, TRUSTEE

5/3/1973

HOPKINS

TX

349

544

139. 4600

THOMAS TOBAR

0054

LOUIEV. WOODALL, ETUX. MAROLYN C.

L. D. CROSS, TRUSTEE

9/26/1978

HOPKINS

TX

408

594

71. 9400

THOMAS TOBAR

0056

EARL DEAN OLIVER TRUSTEE

L D. CROSS, TRUSTEE

5/3/1973

HOPKINS

TX

349

559

51. 5600

THOMAS TOBAR

0056

EARL DEAN OLIVER TRUSTEE

.. D. CROSS. TRUSTEE

5/3/1973

HOPKINS

TX

349

559

51. 5600

THOMAS TOBAR

0057

EARL DEAN OLIVER TRUSTEE

L. D. CROSS, TRUSTEE

2/26/1973

HOPKINS

TX

349

168. 7500

THOMAS TOBAR

0058

MINNIE LOULEFANETAL

TEXAS UTILITIES GENERATING COMPANY

10/8/2007

HOPKINS

TX

394

561
552

114. 2900

THOMAS TOBAR

TEXASUTILITIESGENERATINGCOMPANY

4/10/1979

HOPKINS

TX

394

649

1. 0600

THOMAS TOBAR
THOMAS TOBAR

0058

iARY DUNAVANT, ETUX, SANDRA

0058

MICHAEL W. WEBB, ETUX. SANDRA

TEXAS UTILITIES GENERATING COMPANY

4/10/1979

HOPKIHS

TX

394

556

1. 9200

0059

DARRELL WAYNE HARRIS ETUX CONNIE

FXU MINING COMPANY LP

10/1/2007

HOPKINS

TX

526

861

60. 7260

/V S HARPER

0060

PATRICIA ANN HARRIS GUNH

TXU MINING COMPANY LP

10/1/2007

HOPKINS

TX

572

72

61. 8120

/VOODWARD RONE

0061

JAMES CURTIS HARRIS AND ANN HARRIS

FXU MINING COMPANY LP

4/27/2006

HOPKINS

TX

573

663

60. 6540

DANIEL MCDONALD

0062

BETTY JEAN HARRIS MEAD

FXU MINING COMPANY LP

10/25/2005

HOPKINS

TX

550

250

59. 4200

/VS HARPER

006;

AMY JOY WILER

FXU MINING COMPANY LP

4/5/2006

HOPKINS

TX

570

460

3. 0050

/TOODWARD RONE

0064

EARL DEAN OLIVER TRUSTEE

L. D. CROSS, TRUSTEE

HOPKINS

TX

349

550

89. 5300

0066

TALMADGE STONE ETUX RUBY STONE

L. D. CROSS, TRUSTEE

HOPKINS

TX

365

685

54. 5600

'HOMAS TOBAR

0067

EARL DEAN OLIVER TRUSTEE

L. D. CROSS, TRUSTEE

710/1973

HOPKINS

TX

349

554

20. 7760

'HO MAS TOBAR

0068

BILLY JACK ALLEN, ETAL

rXU MINING COMPANY LP

4/27/2005

HOPKINS

TX

527

09

47. 2000

0069

BILLY JACK ALLEN

LUMINANT MINING COMPANY LLC

12/31/2008

;AMP

688

210

45. 1900

0069

BOBBY JOE ALLEN ESTATE BY BOBBY R ALLEN IND EXEC

LUMINANT MINING COMPANY LLC

12/29/2008

;AMP

688

N S HARPER

BUDDY RAY ALLEN

LUMINANT MINING COMPANY LLC

12/31/2008

;AMP

88

25
15

45. 1900

0069

45. 1900

/V S HARPER

A. N. GENEALLEM

LUMINANT MINING COMPANY LLC

0069
0070

ilNGER ELLEN HARRIS McCREIGHT

710/1973
9/3/1975

2/31/2008

;AMP

.

XU MINING COMPANY LP

688

220

45. 1900

N S HARPER

HOPKIHS

590

88

62. 3010

/V S HARPER

6. 9000

HOMAS TOBAR

6000

HOMAS TOBAR

03. 7200

HO MAS TOBAR

EXAS UTILITIES GENERATING COMPANY

, 9/1981

HOPKINS

410

17

0071

DAVID L. JACKSON. ETAL

EXAS UTILITIES GENERATING COMPANY

, 9/1981

HOPKINS

410

17

HOPKINS

391

16

HOPKINS

i68

92

HOPKINS

368

0072

LARRY D. DEATON, ETUX, JUDITH

L. D. CROSS, TRUSTEE

1/2/1978

0073

BOBBY PRICE, ETUX, BETH' PRICE

L. D, CROSS. TRUSTEE

2/27/1976

)073

BOBBY PRICE ET UX BETTY PRICE

L. D. CROSS, TRUSTEE

, 27/1976

;OBBY PRICE ET UX BETTY PRICE

L. D. CROSS, TRUSTEE

', 27/1976

HOPKINS

)68

L. D. CROSS, TRUSTEE

0/8/2007

HOPKINS

i49

EARL DEAN OLIVER TRUSTEE

0076

AMY MYRTLE DEATON ETAL

)076

VILLIAM FRANK HODGE AND WIFE, JO RUTH HODGE

)076

VILLIAM FRANK HODGE AND WIFE. JO RUTH HODGE

3076

BILLY WAYNE DEATON ETUX GRETA SUE

)078

EARL DEAN OLIVER TRUSTEE

1079

.

1ENRY W STONE ETUX VERNA STONE

HO MAS TOBAR
/V S HARPER

8/25/2006

DAVID L. JACKSON, ETAL

)075

HOMAS TOBAR

.

0071

0073

.

EXAS UTILITIES MIN1MG COMPANY

37. 9390

HOMAS TOBAR

3. 1420

HOMAS TOBAR

92

1. 8890

HOMASTOBAR

52

27. 3400

HOMAS TOBAR

9. 7000

HOMAS TOBAR

,

9600

HOMAS TOBAR

.

0000

HOMAS TOBAR

.

9000

HOMAS TOBAR

4. 2800

HOMAS TOBAR

9/22/1987

HOPKIHS

45

14

EXASUTILITIESMININGCOMPANY

1/9/1987

HOPKINS

45

19

EXAS UTILITIES MINING COMPANY

1/9/1987

HOPKINS

19

EXAS UTILITIES MINING COMPANY

',22/1987

HOPKINS

29

, 2/1974

HOPKINS

D. CROSS, TRUSTEE

.

53

68

D. CROSS, TRUSTEE

0/8/2007

HOPKINS

22

22

0120

HOMAS TOBAR

080

EARL DEAN OLIVER TRUSTEE

D. CROSS, TRUSTEE

, 10/1973

HOPKINS

49

54

9. 0480

HOMAS TOBAR

082

EARL DEAN OLIVER TRUSTEE

D. CROSS, TRUSTEE

, 10/1973

HOPKINS

49

54

2. 8750

HOMAS TOBAR

^

,

 Exhibit A - The Land

U7

-3:
u-

-IFG-.
r-~f. 3~I i. ;"'

Tract

Tract

Number

Sufflx Grantor

Recorded

IDeed

Deed

Grantee

Date

County

State

Volume

Page

'Acres

Survey

TEXAS UTILITIES MINING COMPANY

5/31/1988

HOPKINS

TX

310

38. 3220

THOMAS TOBAR

31. 2400

0084

DELILAH GILLISPIEWILLINGHAM

0084

ALLENE LEWIS

L. D. CROSS. TRUSTEE

7/25/1975

HOPKINS

TX

60
379

0085

EARL DEAN OLIVER TRUSTEE

L. D. CROSS. TRUSTEE

7/10/1973

HOPKINS

TX

349

81
554

0087

GERALD E. THOMAS ET UX

TXU MINING COMPANY LP

12/13/2004

HOPKINS

TX

511

739

62. 2000

THOMAS TOBAR
THOMAS TOBAR
NACODGOCHES UNIVERSITY

0088

FRANK WRIGHT

TXU MINING COMPANY LP

2/8/2007

HOPKINS

TX

609

40. 1100

NACODGOCHES

UNIVERSITY

0089

GERALD E. THOMAS ET UX

TXU MINING COMPANY LP

12/13/2004 HOPKINS

TX

511

338
739

39. 6100

NACODGOCHES

UNIVERSITY

0090

C. DON HICKS

TXU MINING COMPANY LP

11/17/2005

HOPKINS

553

448

29.4900

NACODSOCHES UNIVERSITY

0090

C. DON HICKS

TXU MINING COMPANY LP

11/17/2005

HOPKIHS

1. 0600

NACODGOCHES UNIVERSITY

ELMER ELSWORTH BROOKS AND WIFE, LILLIE MAY BROOKS

TXU MINING COMPANY LP

THOMAS STEWART

DANIEL B HICKS ETUX GAIL HICKS

FIRST SECURITY BANK, IMA

466
766

1. 0200

0091

1V30/2004 HOPKINS
10/4/1999 HOPKINS

553
S09

448

0090

50. 8500

THOMAS TOBAR

0091

TXU MINING COMPANY LP

2/14/2003

HOPKINS

2. 0170

THOMAS TOBAR

FIRST SECURITY BANK, N. A.

HOPKINS

TX

735

0. 7400

THOMAS TOBAR

0091

C. DON HICKS. DANIEL B. HICKS, TRAVIS B. HICKS

TXU MINING COMPANY LP

3/22/1999
9/16(2002

427
297

685

0091

SARAH JO HIDY
JOE DAN COLEMAN ETUX BARBARA

TX
TX
TX
TX
TX

HOPKINS

TX

410

314

0. 6020

THOMAS TOBAR

ETAL

313

49. 2270

0092

!ERALO E. THOMAS ET UX

TXU MINING COMPANY LP

12/13/2004

HOPKINS

TX

511

739

15. 1900

NACODGOCHES UNIVERSITY

0093

GERALD E. THOMAS ET UX

TXU MINING COMPANY LP

12/13/2004 HOPKINS

TX

511

24. 8300

NACODGOCHES UNIVERSITY

0094

DAVID W. MILLER AND WIFE, ROSIE MILLER

TXU MINING COMPANY LP

10/3/2005

HOPKINS

TX

547

739
207

70. 2300

FIRST SECURITY BANK. N. A.

12/10/1899

HOPKINS

TX

319

170

50. 8500

5. 5370
23. 3300

NACODGOCHES UNIVERSITY
THOMAS TOBAR
THOMAS TOBAR

0097

:, DON HICKS AND WIFE SHERRON L HICKS

0097

C. DON HICKS AND WIFE SHERRON L HiCKS

FIRST SECURITr' BANK. N. A.

12;10f1999 HOPKINS

170

OLA WORSHAM

LUMINANT MINING COMPANY LLC

1/21/2011

HOPKfNS

TX
TX

319

0098
OC98

759

385

VICKIE LYNN BURGSTAHLER ETAL

FIRST SECURITY BANK, N. A.

1/8/2000

HOPKiNS

TX

321

0098

JOHN CHARLES WORSHAM

LUMiNANT MINING COMPANY LLC

12/2/2010

HOPKINS

TX

759

707
380

0099

TRAVIS B HICKS ETUX

FIRST SECURIF^ BANK. N. A.

6/1/1999

HOPKINS

TX

525

0100

MICHAEL G SMITH ETUX

FIRST SECURIPr' BANK. N. A.

HOPKINS

TX

464

0. 5000

THOMAS TOBAR

0101

TRAVIS B HICKS ETUX

FIRST SECURITY BANK, N. A.

3/10/1999
6/1/1999

303
296

2. 0600
55. 5250

HOPKINS

TX

303

525

43. 3300

THOMAS TOBAR

0101

ELLIS C. MORGAN

FIRST SECURITY BANK, N. A.

3/10/1999

HOPKINS

TX

296

445

5. 3190

THOMAS TOBAR

0101

TRAVIS B HICKS ETUX

FIRST SECURITY BANK, N. A.

671/1999

HOPKINS

TX

303

525

THOMAS TOBAR

0101

DANIEL B HICKS ETUX GAIL HICKS

FIRST SECURITY BANK, N, A,

10/4/1999

HO PKI MS

TX

313

766

2620
1. 6600

HOPKINS

TX

553

448

33. 1200

NACODGOCHES UMIVERSIP('

448

1. 8600

NACODGOCHES UNIVERSIT/

298

1. 0100

THOMAS STEWART

REVOCABLE LIVING TRUST

0123

;. DON HICKS

TXU MINING COMPANY LP

11/17/2005

0123

;. DON HICKS

TXU MINING COMPANY LP

11/17/2005 HOPKINS

TX

553

0123
0123

OAVID KELLY

TXU MINING COMPANY LP

12/21/2004

HOPKINS

TX

;. DON HICKS

TXU MINING COMPANY LP

11/17/2005

HOPKINS

TX

0126

LOUIE V. WOODALL, ETUX, MAROLYN C.

L. D. CROSS, TRUSTEE

9/15/1975

HOPKINS

TX

0126
0126

LOUIE V. WOODALL, ETUX, MAROLYN C.
LOUIE V. WOODALL. ETUX, MAROLYN C.

L. D. CROSS, TRUSTEE

9/15/1975

HOPKINS

TX

512
553
362
362

L. D. CROSS, TRUSTEE

9/15/1975

HOPKINS

0127

LOUIE V. WOODALL, ETUX. MAROLYN C.

L. D. CROSS,TRUSTEE

9/15/1975

HOPKINS

0131

MERIDA B. ELLIOTT, ETUX, PATSY

L D. CROSS. TRUSTEE

5/8/1979

0132

HOLMES A. WALLS. ETUX. AUDREY E.

L. D. CROSS, TRUSTEE

0133

BILLY WRIGHT AND ADRIENE WRIGHT

TXU MINING COMPANY LP

0134

M. W. MORGAN ETUX

TEXAS POWER 8. LIGHT COMPANY

0135

DAVID RAY TALLEY ET UX MARY ELIZABETH TALLEY; JASON TALLEY
:HARLES MITCHELL ETUX JANICE RUTH MITCHELL

TXU MINING COMPANY LP

0136

.

XU MINING COMPANY LP

448

49. 1000

.

.

0500

THOMAS TOBAR

THOMAS TOBAR
THOMAS TOBAR
THOMAS TOBAR

THOMAS TOBAR

MACODGOCHES UNIVERSITY

440

11. 4700

.

440

17. 5100

.

362

440

117. 4100

HOMAS TOBAR
HOMAS TOBAR

440

7. 0470

HOMAS TOBAR

HOPKINS

362
387

3. 7840

HOMAS TOBAR

8/2/1978

HOPKINS

389

224
300

8/18/2004

HOPKINS

496

1/28/1972 HOPKINS
9/13/2004

HOPKINS

, 13/2005

HOPKINS

3. 1800
2. 9400

HOMAS TOBAR

HOMAS TOBAR
/VOODWARD RON E

46

65

00
15

263

5. 2950

A/OODWARD ROME

37

5. 0340

WOODWARD RONE

.

7540

.

HOMAS TOBAR

 Exhibit A - The Land

Tract

lit
^

.

-. t'--'3

-'J 0

ITract

Recorded

IDeed

Deed

Number 'Suffix

Grantor

IGrantee

Date

County

State

iVolume

Page Acres

Survey

0137

CHARLES MITCHELL ETUXJANICE RUTH MITCHELL

TXU MINING COMPANY LP

1/13/2005

HOPKIHS

TX

515

137

1. 4670

WOODWARD RONE

0138

CHARLES MITCHELL ETUX JANICE RUTH MITCHELL

TXU MINING COMPANY LP

1/13/2005

HOPKINS

TX

515

137

1. 5000

WOODWARD ROME

0139

TOMMY BRANDENBURGH

TXU MINING COMPANY LP

10/22/2004

HOPKINS

TX

505

92

2. 0600

LOGAN H MCKORKLE

0140

DANIEL WRIGLEY AND RACHEL WRIGLEY

TXU MINING COMPANY LP

9/2/2004

HOPKINS

498

803

1100

LOGAN H MCKORKLE

511

746

0. 6900

509

481

2. 0000

ET UX MARY

OU1

GARY MASSEY

TXU MINING COMPANY LP

12/10/2004

HOPKINS

TX
TX

0142

PHILLIP DON ROSS ET UX GLENDA GAIL ROSS

TXU MINING COMPANY LP

11/29/2004

HOPKINS

TX

0154

DARRELL WAYNE HARRIS ETUX CONNIE

TXU MINING COMPANY LP

10/1/2007

HOPKINS

TX

526

861

0161

RKKIMA LANGFORD ET VIR JASON LANGFORD

TXU MINING COMPANY LP

11/18/2002

HOPKINS

TX

417

927

52. 1530

THOMAS TOBAR

0162

LARRY GOLIGHTLY ETUX JUANITA

FIRST SECURITY BANK, N. A.

12/6/1999

HOPKINS

TX

318

890

4. 7720

THOMAS TOBAR

0166

DANIEL W. EDGE, ETUX, EDDIE JO

L. D. CROSS, TRUSTEE

1/30/1990

HOPKIHS

TX

362

288

44. 3000

J DE LOS SANTOS COY

0167

ROGER RIDNER ETUX KtM

LUMINANT MINING COMPANY LLC

TX

756

711

65. 8100

MARIA J DE LOS SANTOS COY

iOGER RIDNER ETUXKIM

LUMINANT MINING COMPANY LLC

TX

756

711

73. 0900

MARIA J DE LOS SANTOS COY

FXU MINING COMPANY LP

12/17/2010 HOPKINS
12/17/2010 HOPKINS
8/18/2006 HOPKINS

TX

589

783

150. 6680

MARY ANN BOWLEN

TXU MINING COMPANY LP

8/18/2006

HOPKIHS

TX

589

788

16. 4400

MARY ANN BOWLEN

LUMINANT MINING COMPANY LLC

11/10/2011

TITUS

TX

788

47

68. 3400

MARIA J DE LOS SANTOS COY

0167

R. L. WRIGHT

0170
0170

CHARLES BUCK FLEET

0174

TOLSON ETUX PAT A

.

.

0000

.

OGAN H MCKORKLE

-OGAN H MCKORKLE
/VOODWARD ROME

4999. 8440

SAVE & EXCEPT
LUMINANT MINING COMPANY LLC &

0001

A-1

LUMINANT GENERATION COMPANY LLC

BRIAN PHILUPS AND CHRISTIE PHILLIPS

6/19/2017

HOPKINS

TX

20173208

0001

TXU MINING COMPANY LP

DEANNAKLANDERS

3/31/2004

HOPKINS

TX

478

461

18.5

MARIA J DE LOS SANTOS COY

0001

TXU MINING COMPANY LP

RANDY WAYNE RIDNER

2/16/2005

HOPK1NS

518

863

0. 672

MARIA J DE LOS SANTOS COY

0004

TXU MINING COMPANY LP

RANDY WAYNE RIDNER

2/16/2005

HOPKINS

TX
TX

518

863

0. 06

MARfA J DE LOS SANTOS COY

0029

L. D. CROSS. TRUSTEE

LOUIEV. WOODALLETUXMAROLYN C

9/26/1978

HOPKINS

TX

391

694

71. 94

MARIA J DE LOS SANTOS COY

0095

BLC CORPORATION. TRUSTEE

PATSY G, GIBSON

5/12/2004

HOPKINS

483

687

3. 794

THOMAS STEWART

0061

TXU MINING COMPANY, L. P & LUMINANT GENERATION COMPANY LLC

JEFFERY WILLIAMS

3/29/2017

HOPKiNS

TX
TX

1. 12
99. 36

DANIEL McDONALD

4900. 4840

Total Acres

20171632

3. 254

MARIA J DE LOS SANTOS COY

 YEftft
2018

Exhibit B
Reclamation Tract

Description ofReclamation Tract to be inserted at Closing.

INSI *
5709 PAGE 34 OF 135

 Exhibit C - Excluded Tracts

Tract

Tract

Number

Suffix Grantor

Recorded

IDeed

Deed

IVolume

Page

Acres

Survey

HOPKINS TX

301

776

41. 3760

JOSEPH B MOORE

HOPKINS

TX

301

776

51. 1200

THOMAS TOBAR

19;

HOPKINS

TX

312

38

54. 9600

THOMAS TOBAR

195

HOPKINS TX

301

776

1. 5080

THOMAS STEWART

Grantee

Date

County

JACKIE J GIBSON AND WIFE PATSY G GIBSON

FIRST SECURITY BANK, N. A.

0096

JACKIE J GIBSON AND WIFE PATSY G GIBSON

FIRSTSECURITl'BANK, N.A.

0100

JOEAWORSHAMETUX

FIRST SECURITf BANK, N. A.

JACKIE J GIBSON AND WIFE PATSY G GIBSON

FIRST SECURIPi'BANK, N. A.

5/11/1999
5/11/1999
9/15/1999
5/11/1999

OOS5

S 0123

State

148. 9640

IAI

 D10f6

 

 

 

M92
Yard

   
      

SEE FIGURE 2
ROAD FUELING 

 

SEE FIGURE 3
TANK FARM)

            

Water
Tank
Water
Tree tmenl

W9 Grass

 

 

hum.





Security Fence



Amen: Srza In Feat

50 00

 

LUMINANT THERMO MINE
SPCC PLAN

 



Figure 1

SITE PLAN

 

DRUJECT 1934 BY AJD REWSIQNS

 

SAFE CHECKED 

 

 

 

 

PASTOR, BEHLING 8. WHEELER. LLC
CONSULTING ENGINEERS AND 

 

 

ite Plan

Exhibit The Facilities

 

 

 

~\

1

^1
U Rl

II&1

Monticello Mine Buildings

_5"
&.
"
~Vi

Location

Building Description

Year Built

Thermo

Main Office, Shop & Warehouse^

1977

Thermo
Thermo

ALPM Building
ALPM Wash Building

1990
1990

Winfield North

Main Office and Change House
Shop and Warehouse

Winfield North

Alpm WashBuilding

Winfield North
Winfield North

 0ther Small Buildings

1973
1973
1990
1990
1973

Winfield North

Winfield South

Heavy Warehouse

Main Office, Shop & Warehouse

Main Use

Square Ft.
26, 977

Open Bay to wash equipment

3, 508

11, 531
22, 582
3, 195

Parts Storage

4, 090

I

39, 972

[ Parts Storage
Repair Dragline Buckets

8, 332

jCrusher and Water Control Buildings

'ALPM Building

Winfield South

ALPM Wash Building

Winfield South

Heavy Warehouse

Winfield South

Bucket House

1990
2000

Winfield South

OtherSmall Buildings

1980

re
as

1, 130

I:

706

1.432

Offices, Conference Rooms, Change House,
Warehouse and Shop for working on equipment
1990
11 Office, 1 Breakroom and Shop for PMs
1990 ^, Open Bay to wash equipment

Winfield South

B-

Sq. Ft.

6, 980

Offices, Conference Rooms and Change House
 
Offices, Warehouse and Shop for working on equipment
Open Bay to wash equipment
 

1980

-i
T 

Offices, Conference Rooms, Change House,
Warehouse and Shop for working on equipment
1 Office, 1 Breakroom and Shopfor PMs

Silo/Crusher Control Buildings

I

2d Floor

1, 384

7, 290
4, 140
3, 958
1,814
'~-' f' i

w~j~

'ower. Water and Sewer are available at each location
oading Stations and Silos will be removed
.

^'
-.J.

MQv::

iS~!

B
IN*

s,
0\

 Exhibit D - The Facilities
Tanks

YEAR
'n'R

INS'
i7Q9 PAGE 3B Of l3°

y

Tank Number

Capacity (gallons)

OFF-RF-1

84, 000

OFF-RF-2

84, 000

OFF-RF-3

700

ATF-1

10, 000

ATF-2

10, 000

ATF-3

10, 000

ATF-4

10, 000

ATF-5

8, 000

ATF-6

8, 000

Comments

Removed

ATF-7

200

Removed

ATF-8

350

Removed

ATF-9

500

Removed

AntifreezeTank

6, 000

Used Antifreeze Tank

6, 000

ON-RF-1
ON-RF-2

WT-1
ST-1

Removed
700

100, 000

Estimated volume
Removed

D3 of 6

 Exhibit D - The Facilities

YLfii
'"18

Tank Farm

INS] i;
5709 r'ASE. 39 OF 135

r

Aboveground
Piping (Typ.)

LUMINANT THERMO MINE
SPCC PLAN
Figure 3

ALPM TANK FARM
Approx. Scale In Feel

0

10

PROJECT-

20

REVISIONS

193-)

DATE- MARCH. 2014

CHECKED: PJB

PASTOR, BEHLING & WHEELER, LLC
CONSULTING ENGINEERS AND SCIENTISTS

D4 of 6

 Exhibit D - The Facilities

.

i. N^ ;

'018

Off Road Fueling Area

i709 PAGE 4U 01: 135

r

Estimated

Underground
Piping

LUMINANT THERMO MINE
SPCC PLAN
Figure 2

OFF ROAD FUELING AREA
Approx Scale In Feet

0

15

30

PROJECT 1934

BY AJD

DATE: MARCH, 2014

CHECKED: PJB

REVISIONS

PASTOR, BEHLING & WHEELER, LLC
CONSULTING ENGINEERS AND SCIENTISTS

D5 of 6

 Exhibit D - The Facilities

YEAR
;01g

Storage, Parkingand Warehouse

Description

IHST ?
570° PAGE: -1 Of 1. ^,

Area (square feet)

Storage Area

358, 119

Parking Lot

60, 634

Warehouse Yard

60, 717

r

D6 of 6

 .

Exhibit E - The Improvements

f!;.

20 IS

IMST t
5709 PAGE 42 (IF 175

Haul Roads and Access Roads

Description

Length(feet)

Thermo East Haul Road

10, 632

Thermo West Haul Road

5, 345

Thermo Site Plan Haul Road

2, 804

A-l Haul Road

7, 285

H-01 Pond Access Road

5, 707

F-01 Pond Access Road

2, 986

C-07A Pond Access Road

358

A-Area Access Road

1, 432

Al-2 Pond Access Road
Al-1 Pond Access Road No. 1

3, 983
401

Al-1 Pond Access Road No. 2

254

D-03 Pond Access Road

888

E-06 Permanent Diversion Access Road

204

C-06 Pond Access Road
G-13 Pond Access Road
A-18 Pond Permanent Access Road

1, 564
1, 789
1, 647

El of 6

 YEAR
.

Exhibit E - The Improvements

01&

INST t
5709 F'AfiE fS OF

1-y.i

Railroad Tracks

Description

Length (feet)

East Railroad Track

5, 500

East Railroad Track

1, 170

West Railroad Track

5, 500
1, 100

West Railroad Track

Comments
From 15 feet clearance to loading silo
From silo to shop area
From 15 feet clearance to loading silo
From silo to shop area

E2 of 6

 Exhibit E - The Improvements

Tfc. Ai'

"01£;

FM 1870 Bridge

Description
FM 1870 Bridge

INS'i" ^

5709 PAGE 44 Of; 135

Length (feet)
-257

E3 oft

 ExhibitE - The Improvements
Drop Structures

YEAR
2018

INST t
5709 PAGE i5 OF 135

Description
F-ll Drop Structure
F-11A Drop Structure
D-l Drop Structure
D-2 Drop Structure
D-3 Drop Structure
D-4 Drop Structure
99. 7 Drop Structure
100. 7 Drop Structure

101. 7 Drop Structure
102. 7 Drop Structure
103. 5 Drop Structure

104. 5 Drop Structure
104. 1 Drop Structure
105. 1 Drop Structure
106. 1 Drop Structure
107. 1 Drop Structure
108. 1 Drop Structure
F-06 DS ffl

F-06 DS #2
F-06 DS #3

E4of

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£l

 Exhibit F - Solid Waste Disposal Landfills

YEAR

2018

Landfill A

STATE OF TEXAS
HOPKINS COUNTY

IHSi ^

5709 F'AGE 1. 8 3F 135

^<-

68/1S
J.NDUSTRIAL SOLID WASTE

n.t'. vyO

DISPOSAL SITE DEED RECORDATION
n
KNOW ALL MEN BY THESE PRESENTS THAT:

Pursuant to the Rules of the Texas Department of Water Resources
pertaining to Industrial Solid Waste Management, this document is

hereby filed in the Deed Records of Hopklns County, Texas in compliance
with the recordation requirements of said rule:

^
u

.^
^

viS^
^

^
I

Texas Utilities Mining Company will permanently deposit industrial

j

waste on the land described herein.

s

II

'-u
.

>r'

c

Being a 6. 031 acre tract, more or less, out of the Texas Utilities

Mining Company called 79. 07 and 167. 79 acre tracts situated in Hopkins
County, State of Texas, said 79. 07 acre tract being a part of the
Thomas Tobar Survey, A-593, conveyed by Louie V. Woodall to L. D. Cross,
Trustee, by deed recorded in Volume 362, Page 440; said 167. 79 acre

tract being a part of the Thomas Tobar Survey, A-593, conveyed by
Earl Dean Oliver, Trustee, to L. D. Cross, Trustee, by deed recorded in

Volume 349, Page 557 of the deed records of Hopkins County, Texas, said
6. 031 acre tract being more particularly described as follows:
BEGINNING at a point for corner situated S 89°37'3l"
W - 434. 00' from the northeast corner of said 79. 07
acre^tract; the coordinates of said beginning corner,

based on the Texas Grid System, North Central Zone,

are: N = 527, 642. 00, E . 2, 598, 115. 00; said point'
being set for the northwest corner;

Fl of 12

 YEA"

INSf t

2018

570? PAGE W OF 135

THENCE S 58°29'47" E - 2, 929. 84' to a point for corner
set for the northeast corner;

^

tO
u

THENCE South - 102. 00' to a point for corner set for the
southeast

corner;

^

THENCE N 58°35'03" W - 2, 956. 38' to a point for corner

i

THENCE N 15°I2'09" E - 95. 34' to the POINT OF BEGINNING

^

set for the southwest corner;
and containing 6. 031 acres, more or less.

Wastes deposited hereon have been classified by the Texas Department
of Water Resources as Class III.

Ill

The owner of the site is Texas Utilities Mining Company, a
Texas corporation, and its address is P. 0. Box 1636, Mt. Pleasant,
Texas 75455, where more specific information may be obtained from
the Mine Manager.

EXECUTED this the llth day of October, 1984.

Texas Utilities Mining Company
a Texas corporation

''Kenneth E. Price, "Jr.
Mine Manager

^&^ '

STATE OF TEXAS
TITUS COUNTY

BEFORE ME, on this llth day of October, 1984, personally
appeared Kenneth E. Price, Jr., Mine Manager of Texas Utilities

Mining Company, a Texas corporation, known to me to be the person.
and agent of said corporation whose name is subscribed to the foregoing instrument, and he acknowledged to me that he executed the

F2 of 12

 YEAR
2018

INST t

5709 PA6E ;>0 OF 135

same for the purposes and capacity therein expressed.
^

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the llth day of

"5
C5

^.

October, 1984.

^

.

'-. i-/.^
fz/. ^j- /^y

^
.

^^A^ yy^i^ i-C-

Nc^&ry PtriSlic in and" for the

^

State of Texas, County of Titus

^-

My commission Expires

-^

p
d

OL^. ^ &- /^^<r
^

^

F3 of 12

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GO

When recorded please return to
Mr. Charles W. Maughon
Texas Utilities Mining Company
P. O. Box 1255
Mt. Pleasant, Texas 75455

"0

^.

\<

 Exhibit F - Solid Waste Disposal Landfills

YEfth
201S

Landfill B

IMS. *
5709 "A6E 52 OF 13;

r

;,^STATE OF TEXAS

Vv-°

HOPKINS COUNTY
°'~>c:»p.

l^(^<

INDUSTRIAL SOLID WASTE
DISPOSAL SITE DEED RECORDATION

ALL MEN BY THESE PRESENTS THAT:

Pursuant to the Rules of the Texas Department of Water Resources
pertaining to Industrial Solid Waste Mannement, this document is here-

by filed in the Deed Records of Hopkins County, Texas in compliance
with the recordation requirements of said rule:
I

Texas Utilities Mining Company will permanently deposit industrial waste on the land described herein.

II
Being an 18. 939 acre tract, more or less, out of the Texas

Utilities Mining Company called 139. 37, 180. 53, 166. Z6, 54. 56, 141. 93,
and 47. 20 acre tracts situated in Hopkins County, State of Texas, said
tracts being a part of the Thomas Tobar Survey, A-593, said 139. 34

acre tract conveyed by Earl Dean Oliver, Trustee, to L. D. Cross,
Trustee, by deed recorded in Volume 349, Page 544; said 180. 53 acre

tract conveyed by Earl Dean Oliver, Trustee, to L. D. Cross, Trustee,
by deed recorded in Volume 349, Page 559; said 166. 26 acre tract
conveyed by Ear1 Dean Oliver, Trustee, to L. D. Cross, Trustee, by

deed recorded in Volume 349, Page 561; said 54. 56 acre tract conveyed
by Talmadge Stone to L. D. Cross, Trustee, by deed recorded in Volume
383, Page 685; said 141. 93 acre tract conveyed by Eart Dean Oliver

F5 of 12

 YEnf;'
2018

INST i;
570° PAfiE 53 OF 135

to L. D. Cross, Trustee, by deed recorded in Volume 349, Page 554;
<-, -^
->"*}

deed records of Hopkins County, Texas, said 18. 939 acre tract being
more particularly described as follows:

B. i-GINNING. -cl. t -a P01nt for corner situated S 90°03'17"
W' - 863. 42' from the northeast corner of said 139. 37

w
1 n-i

-<f<

acre^tract; the_coordinates of said beginninq DOI'I

based^"Jexas G1id System, North Central Zon'eFare:'
N-: 524'516-00',. E 2', 600, 594. 00; said point'being1'
'

set for the northwest corner:

' -- - '"""" ""':'

THENCE South 150. 00' to a point for corner set for
the southwest corner;

THENCE S 70°47'27" E - 5, 500. 00' to a point for

corner set for the southeast corner;

THENCE North - 150. 00' to a point for corner set for
the northeast corner;

IHENCE.N.70047'27" W - 5, 500, 00' to the POINT OF

BEGINNING and containing'18. 939 acres', -more"or"'1ess

Wastes deposited hereon have been classified by the Texas Depart.
of Water Resources as Class III.
.

Ill

The owner of the site is Texas Utilities Mining Company, a Texas
corporation, and its address 1s P. 0. Box 1636, Mt. Pleasant, Texas

75455, where more specific information may be oftained from the Mine
Manager.

EXECUTED this the 13th day of May, 1985.

Te^as Utilities Mining Company
a Texas Corporation

7^^^^<^ ^%>JT-^ ,

Kenneth E. Price, Jr. /'t-^^'
Mine Manager

F6 of 12

 YiiuK
2018

I N3T .?
5709 PA6E ''4 OF 1;

STATE OF TEXAS
HOPKINS COUNTY

BEFORE ME, on this 13th day of May, 1985, personally appeared
Kenneth E. Price, Jr., Mine Manager of Texas Utilities Mining Company,
a Texas corporation, known to me to be the person and agent of said

GO

corporation whose name is subscribed to the foregoing instrument.

<r>

and he acknowledged to me that he executed the same for the purposes

. -n

L-3
. 1

and capacity therein expressed.

GIVEN UNDER HY HAND AND SEAL OF OFFICE, this the 13th day of
Hay, 1985.

'. ///wa'At^^
Notary Public in and foythe
State of Texas
CHASLES W. MAUGHON

My commission expires
December 9. 1985

F7 of 12

 Exhibit F - Solid Waste Disposal Landfills
Landfill C

?LHK

2018

iNST t

570° PAGE 55 OF i. 35

1 of 2 pages

REAL PROPERTY RECORD
V, ,

STATE OF TEXAS

ilopkins

1 -:«
J-^/

'7.<..1
t:t:i

_County

3052
INDUSTRIAL SOLID WASTE
DISPOSAL SITE DEED RECORDATION

TAKrhv.

( ^twt^
c

KNOW ALL MEN BY THESE PRESENTS THAT:

Pursuant to the rules of the Texas Water Commission pertaining to
Industrial Solid Waste Management, this document is hereby filed in the Deed
Records

of Hopkins

County,

Texas

in compliance

with

the

recordation

requirements of said rule;

Texas Utilities Mining Company will permanently deposit Class III
industrial solid waste on the land described herein.
II

ALL THAT CERTAIN TRACT OR PARCEL OF LAND SITUATED IN HOFKINS COUNTY, TEXAS
BEING A PART OF THE THOMAS TOBAfi. SURVEY, ABST. NO. 593, OUT OF THE L. D
CROSS, TRUSTEE CALLED 57. 45 ACRE TRACT, VOL. 362, PAGE 440; L. D. CROSS

TRUSTEE CALLED 50. 50, 88. 87, 51. 56 ACRE TRACTS, VOL. 349, PAGE 559; L. D.
CROSS, TRUSTEE CALLED 89. 53 ACRE TRACT, VOL. 349, PAGE 550; L. D. CROSS
TRUSTEE CALLED 166. 25 ACRE TRACT, VOL. 349, PAGE 561; L. D. CROSS, TRUSTEE
CALLED 54. 56 ACRE TRACT, VOL. 365, PAGE 685; L. D. CROSS, TRUSTEE CALLED
20. 776 AND 39. 048 ACRE TRACTS, VOL. 349, PAGE 554 OF THE DEED RECORDS OF
HOFKINS COUNTY, TEXAS AND BOUNDED AS FOLLOWS:

BEGINNING at a point for corner situated N 54° 34' 27" E - 467. 82'

from a point, said point being the southwest corner of the called 57. 45 acre
tract, recorded in Vdl. 362, Page 440, of the Deed Records of Hopkins
County, Texas; the coordinates of the said BEGINNING corner, based on the
Texas Grid System, North Central Zone, are N-523, 885. 57, E-2, 598. 000; said
point being set for the southwest corner;
THENCE North - 1000. 00', to a point for corner set for the northwest
corner;

THENCE S 69° 30' E -8120..23', 'c.^a. poift for corner set for the
northeast

corner;

_

'.. /^ ^

THENCE South - 1000. 00', to a point fof corner set for the southeast
corner;
f-

THENCE N 69° 30' W - 8120. 23', to the point of BEGINNING, containing

174. 61 acres, more or less.

F8 of 12

 IH31 ^

YEAR

5709 PA5E 56 OF 135

^uiy

2 of 2 pages

?K745

[VOL

Ill

The owner of the site is Texas Utilities Mining Company, a Texas
Corporation, and its address is P. 0. Box 1636, Mt. Pleasant, Texas 75456

where more specific information may be obtained from the Mine Manager.

is

EXECUTED this

.

day of

1991.

Texas Utilities Mlnlne Comcanv
a Texas Corporation

Kenneth E. Price, Manager/lfef Mines

STATE OF TEXAS

<J<afeo

_COUNTy

BEFORE me, on this the

/^

.

day of

, 1991, personally

appeared Kenneth E. Price, Manager of Mines ctt Texas Utilities Mining

Company, a Texas Corporation, known Co me to be the person and agent of said
corporation whose name Is subscribed to the foregoing instrument, and he

acknowledged to me that he executed the same for the purposes and capacity
therein expressed.

UNDER MY HAND AND SEAL OF OFFICE, this the

/^

1991.

day of

)d^»

NotaryFubyic in and for the State
of Texas, ^County of
f''

<^l^tuc^

. .1

My comaissi. on expires '777'Z^'.

F9 of 12

 ExhibitF - SolidWasteDisposalLandfills

YEAR
2018

Landfill D

INS'
5709 PAGE

[)F

STATE OF TEXAS

Titus

County

'/Lr-"f<6\ti)(

INDUSTRIAL SOLID WASTE

DISPOSAL SITE DEED RECORD.aUOtj

'

lCr-^o ^

KNOW ALL MEN BY TJIESE_^RESENTS THAT:

Pursuant to the rules of the Texas Water Comnission pertaining to

Industrial Solid Waste Management, this document Is hereby filed In the
Deed Records of Hopkins County, Texas in compliance with the recordation
requirements

of said rule:

Texas Utilities

Mining Company will permanently deposit Class III

industrial solid waste on the land described herein.
II

Being an 87. 3 acre tract, more or less, out of the Texas Utilities Mining
Company called 20. 776, 54. 56, 166. 26, 51. 56, 89. 56, 139. 37, 71. 94 and
57. 45 acre tracts situated in Hopkins County, State of Texas, said 20. 776

acre tract being a part of the Thomas Tobar Survey, A-953, conveyed by
Earl Dean Oliver, Trustee, to L. D. Cross, Trustee', by deed recorded in

Volume 349, Page 554; said 54. 56 acre trace being a part of che Thomas
Tobar Survey, A-953, conveyed by Talmadge Stone et ux, to L. D. Cross
Trustee, by deed recorded in Volume 365, Page 685; said 166. 26 acre tract

being a ^part of the Thomas Tobar Survey, A-953, conveyed by Earl Dean
Oliver, Trustee, to L. D. Cross, Trustee, by deed recorded in Volume 349
.

^^ 561; sald 51-56 acre tract being a part of the Thomas Tobar Survey,

A-953, conveyed by Fred D. Beville et ux, to Wilburn L. Morgan and Herman
C. Morgan, by deed recorded in Volume 168, Page 64; said 89. 56 acre tract

being a jiart of the Thomas Tobar Survey, A-953, conveyed by Earl Dean

Oliver, Trustee, to L. D. Cross, Trustee, by deed recorded in Volume 349.
tract being
part of the Thomas Tobar Survey,
fa ^, 550; said 1.39-37
A-953, conveyed by Earl Dean Oliver, Trustee, to L. D. Cross, Trustee
acre

a

d^ed^rec^rded u Volume 349, Page 544; said 71. 94 acre tract'beingTparC

of_ the Thomas Tobar Survey, A-953, conveyed by Louie V. Woodall et ux. to

L. D. Cross, Trustee, by deed recorded in Volume 408, Page 594; said 57. 45
?cren-t. fT^t: ^ei"S. a Part °f the Thomas Tobar Survey, A-953, conveyed by Roy
L;- Rawson. Jr; et ux, to Louie V. Woodall et ux by deed recorded in Volume

299, Page 290; of the deed records of Hopklns County, Texas, said 87.3

acre trace being more particularly described as follows:

Beginning at a point for corner situated N 01 05' W - 170. 0' and
N 66 22'14" U - 255. 0' from the southeast corner of said 20. 776
acre ^tract; the coordinates of said beginning corner, based on

the Texas Grid System, north central zone, are: N - 521. 672
E - 2, 605, 606; said point being set for the southeast corner;

Thence N 66 22'14" W - 8, 302. 0' to a point for corner sec for the
southwest corner;

F10 of 12

 YEAR

INST .t

201. S

5709 PftSE 58 OF i35

Tlience north - 500. 0' to a point for corner set for the northwest
corner;

Thence S 66 22'14" E - 8, 302. 0' to a point for corner set for the
northeast corner;

Thence south -

500. 0' to the point of beginning containing 87.3

acres, more or less.
Ill

The owner of the .. site is Texas Utilities Mining Company, a Texas
Corporation, and Its address is P. O. Box 1636, Mt. Pleasant, 'Texas 75455,
where more specific information may be obtained from the Mine Manager.

EXECUTED this S_^i_ day of <^T^/ , 1990.
Texas Utilities Minlne: Company
a Texas Corporation

.

^^^^T')^/^

Kenneth E. Price, Mine Manager
STATE OF TEXAS

County

BEFORE me,

appea red

on this

Kenneth E.

the 5%%- day of

, 1990, personally

le-x&s

Mining Company',
a Texas^ Corporation, known to me to be the person and agent of said
Price,

Mine

Manager

of

UtiUties

corporation whose name is subscribed to the foregoing instrument, and he
acknowledged to me that he executed the same for the purposes and
therein expressed.

GIVEN^JNDER KY HAND AND SEAL OF OFFICE, this the .£^C

of ^S^»^ , 1990.

'

v

.

^^/-^&^7%<S^^-/

«. *U<Pu<»h.rf,, 1»., >^«a*b-^l

I'tary^E'ubyic in and for the

JUDY d. KAR8AM08E
Nolaiy Public, StataolTexis

MyComm, Expires6-5-92

-~

State of Texas, County of

J;

(=^^-My commisston expires &--S~~ </'^i^.

Fll of 12

 EXPLANATION
Landfill Area

®

ExistingMonitoringWellLocation

®

Monitoring Well Location

Monitoring Wells plugged 12/13/2017
THERMO LANDFILL A
6. 0 ACRES

THERMO LANDFILL D

87. 3 ACRES

om

i~iZi"

THERMO LANDFILL
17. 9 ACRES

co ::r?

Approx. Scale m Feet
0

500

1BOO
C'KC!

SOURCE:
Base map Google Earth dated December2, 2015.

~Q rib

LUMINANT MINING COMPANY, LLC
THERMOMINE

TJ
ff't

Figure 2
-Q

THERMO MINE
MONITORING WELL LOCATIONS

0

PROJECT. 5240
DATE: SEPT.. 2017

CHECKED; PJB

PASTOR, BEHLING t WHEELER. LLC
CONSULTING ENGINEERS AND SCIENTISTS

Fllnfl?

  TEIT AS I
IIJ.L {5 

 

YEnF
2018

r

ilMST *
570f PAGE 61 OF i35

Exhibit H
Environmental Covenant

Environmental Covenantto beinserteduponagreementwiththeU. S.Army Corps ofEngineers.

 






I


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.

111v femur? identi?ed an [Ins map are hydric Feature: can be
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"Hus map cnndilil?lns In 20 I7. As rec and

matures. 1h: nr? ulric features and will chm-mu:

A153 identi?ed on this map are {he location-a nf Ihc open

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Lummant

 

YEAR
.

'018

INS']' ?
5709 PAGE A3 OF

Exhibit J
Exclusive Easement

EXCLUSIVE EASEMENT AND RIGHT OF WAY AGREEMENT
ISSUED PURSUANT TO SECTIONS 212 AND 380 OF THE TEXAS LOCAL
GOVERNMENT CODE AND THE DEVELOPMENTAGREEMENT

STATE OF TEXAS §
§
COUNTY OF HOPKINS §

Know all men by these presents:

This EXCLUSIVEEASEMENTAND RIGHT OFWAY AGREEMENT(the "Exclusive
Easement") is by and between LUMINANT MINING COMPANY LLC, a Texas limited
liability company whose address is 6555 Sierra Drive, Irving Texas 75039, hereinafter referred to
as "Luminant " or "Grantee", and the CITY OF SULPHUR SPMNGS, a municipal corporation

organized under Article 11 of the Texas Constitution, whose address is 125 South Davis Street,
Sulphur Springs, Texas 75482, hereinafterreferred to as the "City" or "Grantor".
WITNESSETH:
WHEREAS, Grantor and Grantee entered into a Development Agreement, of even date

herewith, whichtransferred, among other things, 4,901.228 acres ofunincorporated real property
(the "Property") in Hopkins County, Texas from Luminant to the City in exchange for certain
considerations, including this Exclusive Easement (the "Development Agreement"); and
WHEREAS, Grantor, pursuant to the Development Agreement, succeeded to ownership

of, among other things, _
acres of real property (the "Reclamation Land") which had
previously been permitted for mining operations by Grantee, which mining has been completed,
andis nowsubjectto thereclamationrequirementsoftheRailroadCommissionofTexas("RRC"),
whichrequirements are codifiedin 16TexasAdministrativeCode §12. 1 et seq. (the "Coal Mining
Regulations") and governedby Permit Nos. 5G and 56, issuedby RRC to Luminant, as amended
from time to time, and securedby a bond, posted by Luminant,until the reclamationis completed
(the "Bond"); and
WHEREAS, the Reclamation Land is also subject to the rules and regulations of various
other regulatory agencies, including but not limited to, the Texas Commission on Environmental
Quality ("TCEQ") and the United States Army Corps of Engineers (the "Corps"); and
WHEREAS, Luminant and the City have agreed that Luminant will, in accordance with

the Coal Mining Regulations, the Permit and any other rules and regulations covering its
reclamation obligations, reclaim the Reclamation Land in a manner that will allow it to be

developedby the City into a multi-use site, and achieve final approval ofthe RRC and release of
the Reclamation Land from the Permit and the Bond, and from any other programs or permits
covering reclamation obligations related to the Reclamation Land; and
WHEREAS, the City desires to permit Luminant to continue reclaiming the Reclamation
Land in accordance with (i) the Coal Mining Regulations, the Permit and any other rules and

regulations covering reclamation obligations on the Property, and (ii) the Development
Agreement; and

1 of 10
Exhibit J - Exclusive Easement

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Exhibit J
Exclusive Easement

WHEREAS,the Property, includingthe ReclamationLand,is eligible to be the subject of
a development agreement under Sections 212. 172 and 380 of the Texas Local Government Code;
and

WHEREAS,this Exclusive Easementis entered into pursuant to and in compliance with
Sections 212. 172 and 380, in order to address the desires ofLuminant and the City; and

WHEREAS,theCityCouncil authorizedand approvedthis ExclusiveEasementaspart of
the Development Agreement at a regularly-scheduled council meeting subject to the Open
Meetings Act in compliance with the laws of the State ofTexas and the ordinances and Charter of

the City on October 16, 2018 (Resolution No. 1155); and
WHEREAS, Luminant and the City acknowledge that this Exclusive Easement is binding
upon them, their heirs, successors and assigns for the Term (defined herein) of this Exclusive
Easement; and

WHEREAS,this Exclusive Easementis to be recorded in the Real Property Records of
Hopkins County.

NOW THEREFORE, for and in consideration of the mutual covenants and promises
contained herein, the sum of Ten Dollars ($10. 00), and other valuable consideration, receipt
sufficiencyofwhichare herebyacknowledged,the parties agree as follows:
1. The Purpose. The puqiose of this Exclusive Easement is to provide Grantee with
unimpeded and unrestricted access and use of the Reclamation Land to permit the
implementation and fulfillment of Grantee's reclamation obligations on the
Reclamation Land.
2. The Grant.

Exclusive Easement on Reclamation Land. The easement rights granted herein are
EXCLUSIVE to the Grantee. This Exclusive Easement grants to Grantee (i) the
exclusive right to access, use, occupy and perform reclamation and associated

activities on the Reclamation Land, and (ii) the right to install, replace or remove such
facilities, equipment or improvements as Grantee may require to be able to perform the
reclamation work or satisfy the reclamation obligations, both for such a time as is
necessary to conduct and complete the reclamation work to the satisfaction of those
governmental agencies with authority over surface mining reclamation. For clarity,
GRANTEE

WILL

HAVE

SOLE

AUTHORITY

TO

CONTROL

THE

RECLAMATIONAND USEOFANDACCESSTO THE RECLAMATIONLAND;
PROVIDED. HOWEVER, THIS EXCLUSIVE EASEMENT DOES NOT GRANT
TO GRANTEE A FEE SIMPLEABSOLUTE FN THE RECLAMATION LAND.

Grantor's Use and Occupation on Reclamation Land. Grantor reserves no right to
and shall not grant any additional easements or licenses on, over, across or in the
Reclamation Land for any purpose. Grantor has no right to use or access, or allow or
permit access, the ReclamationLandwithout the prior written consent ofGrantee, and
Grantorshallnot construct anyfencesor otherimprovements, includingbut not limited

2 of 10
Exhibit J - Exclusive Easement

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;;018

iny
.

709 PAGE a5 OF 135

Exhibit J
Exclusive Easement

to, roads, parkinglots, or buildings, on the Reclamation Landwithout theprior written
consent of Grantee.
Non-ExcIusive Easement and Right Of Way on Property, not Reclamation Land.

With respect to the Property, Grantor grants to Grantee, pursuant to the Purpose
outlined herein, a non-exclusive easement to use, access and occupy those portions of
the Property that are not part of the Reclamation Land and a non-exclusive right-ofway for vehicular or pedestrian ingress and egress access to and from the Reclamation
Land, in each case on and over portions of the Property that are not subject to

reclamation requirements (the "Non-Exclusive Easement and ROW"). The NonExclusive Easement and ROW is valid for all purposes related to Grantee's ongoing
legal and regulatory liabilities, requirements, and obligations, including but not limited
to compliance with the Permits and any other regulations relating to environmental,
surface mining and reclamation, wetland mitigation, and related activities. Further,
Grantee shall allow Grantor and its affiliates to utilize the Property and any pond
located on the Property, as required by the RRC.
3.

Other Agreements and Requirements affecting the Reclamation Land. This
Exclusive Easement is made and accepted subject to:
A. the terms and provisions ofthat certain Development Agreement, dated October
16, 2018, true and correct copies of which are in the possession of Grantor and
Grantee;

B. certainwetland deedrestrictions and covenants, asmore particularly described
in

that

certain

dated
recorded as Document No.

as

of

., at

Volume

in the real property records of Hopkins County,
_, Page
Texas, a copy of which such restrictions are attached hereto as Exhibit B and
incoqiorated herein by reference;
C. Permits 50 and 56 issued by the RRC (the "Mining Permits"), and the Bond;
and

D. the permit issued by the United States Army Corps of Engineers, which secures
completion of wetlands mitigation on the Property to the regulatory-required

standards (the "USAGE Permit", together with the Mining Permits, and any
other permits listed on Exhibit "K" of the Development Agreement, the
"Permits").
4.

Covenants.

A. Reclamation Covenant. Grantor acknowledges and agrees that, because the

Reclamation Land has been mined and is now subject to reclamation
obligations, for which Grantee is solely responsible, that Grantee will control
all aspects of the reclamation and will coordinate such with the RRC and the
Corps, subject to said agencies' rules and the Permits, as well as the Bond. The
reclamation will require certain approvals by and from, and satisfaction of the
RRC and the Corps with respect to Grantee's obligations under the Permits,
3 of 10
Exhibit J - Exclusive Easement

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201.S

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5709 r'ftGE 66 OF 135

Exhibit J
Exclusive Easement

specifically with respect to the design, construction and placement of certain
improvements.

Grantor agrees that it shall not make, nor cause or allow to be made, any surface
or structure modifications or changes in land management practices on the
Reclamation Land while such area is subject to the Bond, the Permits or other

governmental requirements related to mine reclamation, without obtainingthe
prior written consent of Grantee.
B. Covenant on Improvements.
Existing Improvements. Grantor covenants that the following currently

existing improvements are the personal property of Grantor and will not be
removed from the Reclamation Land or otherwisebe required to be reclaimed,
repaired or removed:
i.

ii.

Facilities include, but are not limited to, office and maintenance
buildings, tank farms (bulk storage tanks), warehouse and warehouse
yards, and storage and parking areas, as identified on Exhibit "D"
attached hereto (the "Facilities").
Improvements

include, but are not limited to, certain wetlands,

haulroads, rail lines, roads, culverts, access roads, drop structures, and
the FM 1870 bridge, as identified on Exhibit "E" attached hereto (the
Improvements ).
iii.

Water and Impoundments.

a. A-18 Pond;

b. B-15Pond;
c. B-17 Pond;
d. B-18 Pond;
e. C-06 Pond;
f. D-03 Pond;
g. G-13 Pond;and
h. H-03Pond.
iv.

Waste Landfills includes four (4) industrial solid water disposal sites,

all ofwhichcontainClass III solid wastes,havebeenclosed pursuantto
and in compliance with TCEQ rules pertaining to industrial solid waste
management, and have been deed recorded in the Hopkins County Real
Property Records, copies of which are attached hereto as Exhibit "F".
v.

Monitoring Wells and Dewatering Wells as identified on Exhibit "G"

attached hereto (the "Wells").
4 of 10
Exhibit J - Exclusive Easement

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''iilS

INSLi ...,-.. ,., n, . -,:
5709 PAuE 67 OF 13'

Exhibit J
Exclusive Easement

Improvements to be Constructed. Grantee further has the right to construct,

install, maintain, replace and remove certain new improvements on the
Reclamation Land, in accordance and subject to the restrictions of the
Development Agreement:
i.

Water and Impoundments to be constructed by Grantee include water

impoundmenfreservoir, stream channels and forested wetlands.
All matters concerning the design, construction, installation, maintenance, replacement
and removal of such improvements shall be at Grantee's discretion. All improvements
shall be and remain the property ofGrantor, and shall remain on the Reclamation Land
after expiration of this Exclusive Easement.

5. Duration/Expiration. The Exclusive Easement and the Non-Exclusive Easement and
ROW shall continue in full force and effect for an indefinite period; provided, however,

each such easement shall terminate upon the full and final release of all Property from
any and all ongoing regulatory and other legal obligations imposed on Grantee by any
governmental authority related to Grantee's reclamation of the Reclamation Land, and
a written release shall be provided.
6. Waiver of Landowner Consultation; Reclamation Bond. Grantor, on behalf of

himselfand any and all persons claimingby, throughor underhim, includingGrantor's
heirs, personal representatives, successors and assigns as owner of any portion of the
Property, hereby waives any rights to and relieves Grantee and its affiliates (including
without limitation Luminant Generation Company LLC and Vistra Energy Corp.) of
any duty of landowner consultation associated with the release of the Bond, if any,
covering the Reclamation Land.

7. UnavoidableDelays. Grantee shall not be deemed to be in default in the performance
ofanyobligationunderthis ExclusiveEasement, if and as long as, nonperformance of
such obligation shall be directly caused by change in governmental laws or restrictions,
inability to obtain labor or materials, acts of God, or other causes of a similar or
dissimilarnaturebeyond Grantee'sreasonablecontrol.
8. INDMEMNIFICATION. GRANTEE COVENANTS AND AGREES TO
INDEMNIFY AND HOLD HARMLESS GRANTOR FROM ANY CLAIMS,

DEMANDS,SUITS, CAUSES OF ACTIONAND LIABILITYOF ANY NATURE,
PAST, PRESENT OR FUTURE, KNOWN OR UNKNOWN, ACCRUED OR
UNACCRUED,RAISEDBY ANY PARTY OR GOVERNMENTALENTITY, FOR
ANY AND ALL DAMAGE OR LOSS OF ANY KIND TO GRANTEE'S, OR

GRANTEE'S EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS
OR INVITEESPROPERTY,OR ANY ACCIDENTOR INJURYOCCURRINGTO
GRANTEE, OR GRANTEE'S EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, WHICH IS OCCASIONED BY, OR WHICH OCCURS W
CONNECTION WITH, OR WHICH ARISES OUT OF GRANTEE'S OPERATIONS
OR ACTIVITIES ON THE RECLAMATION LAND OR THE PROPERTY;

PROVIDED. HOWEVER, SUCH AGREEMENT TO INDEMNIFY AND HOLD
HARMLESS SHALL NOT EXTEND TO ANY CLAIMS, DAMAGES, LOSSES,
5 of 10
Exhibit J - Exclusive Easement

 .

ii

JNST .;

201. 8

5709 PAGE

i8 Of 1. 35

Exhibit J
Exclusive Easement

DEMANDS, ACCIDENTS, INJURIES, SUITS, CAUSES OF ACTION AND OR
LIABILITY OF ANY NATURE WHICH IS ATTRIBUTABLE TO OR CAUSED BY

GRANTOR, ITS AGENTS, CONTRACTORS,
SUCCESSORS AND
MISCONDUCT.

ASSIGNS'

GROSS

EMPLOYEES, INVITEES,

NEGLIGENCE

OR

WILLFUL

9. Miscellaneous Provisions.

A. No Third Party Beneficiaries. This Exclusive Easement is solely for the benefit
of the parties hereto and their respective successors in title, and except as expressly
set forth in this Exclusive Easement, no third party may rely or be entitled to
benefits hereunder.

B. Compliance with Laws. Grantee agrees that, in its exercise of all rights and
privileges hereunder, Grantee shall conduct all such actions in compliance with
Coal Mining Regulations, the Permit and any other laws, rules and regulations of
the State of Texas, United States of America and all state, federal and local

governmental agencies and authorities having regulatory authority over such
activities and operations.
C. Binding. This instrument must be executed by both parties to be a valid and binding
agreement. This instrument and the covenants and agreements herein contained
shall inure to the benefit of and be binding and obligatory upon the successors and
assigns of the parties hereto.
D. No Waiver. No waiver of any provision or condition of this Exclusive Easement
by Grantee shall be valid, unless in writing signed by Grantee. No such waiver shall
be taken as a waiver of any other or similar provision or of any future event, act, or
default.

E. GoverningLaw. In all respects, this grant shall be governedby the lawsofTexas.
F. Amendment. Except as otherwise provided herein, this Exclusive Easementmay
be amended, modified, or terminated only by a writing executed with the written
consent of the Grantee. Furthermore, no amendment to this Exclusive Easement

which would adversely affect the rights or duties of Grantee may be made without
the written consent of Grantee. Any instrument so executed that amends, modifies,
or terminates this Exclusive Easement shall be filed for record in the office of the

Recorder of Deeds of Hopkins County, Texas.
G. Authority. The execution, delivery and performance of this Exclusive Easement
by Grantor has been duly authorized. The execution of this Exclusive Easement and
the consummation of the transactions contemplated hereby will not violate any
restrictions to which Grantor is subject.

H. Counterparts. This ExclusiveEasementmaybe executedin several counterparts,
each of which shall be an original of this Easement but all of which, taken together,
shall constitute one and the same Easement and be binding upon the parties who
executed any counterpart, regardless of whether it is executed by all parties named
herein.
6 of 10
Exhibit J - Exclusive Easement

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INST T

201B

5709 PftSE 69 OF 135

Exhibit J
Exclusive Easement

I. IllegalProvisions. IfanyprovisionofthisExclusiveEasementisheldto beillegal,
invalid or unenforceableunder present or future laws effective during the term of
this Easement, the legality, validity and enforceability of the remaining provisions
of this Easement shall not be affected thereby, and in lieu of each such illegal,
invalid or unenforceable provision there shall be added automatically as a part of

this Easement a provision as close in meaning to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.

[The remainder of this page intentionally left blank.}

7 of 10
Exhibit J - Exclusive Easement

 VEfiK
'. m. f,

INSLt .... _ .... ". . -."
5709 "AGE 70 OF 135

Exhibit J
Exclusive Easement

EXECUTEDandEFFECTIVEon this _ day of

2019.

City of Sulphur Springs

Luminant Mining Company LLC
Luminant Generation Company LLC

City Manager

Matthew Goering

Date:

Date:

Mayor
Date:

8 of 10
Exhibit J - Exclusive Easement

 YEnR

'018

INST ,.

5709 PAGE. 71, OF 135

Exhibit J
Exclusive Easement

STATE OF TEXAS
COUNTY OF HOPKINS

2019, by
This instrument was acknowledged before me on
as City Manager of the City of Sulphur Springs, Texas, a
municipal corporation organized under Article 11 of the Texas Constitution, on behalf of said
municipal corporation and pursuant to the authority and approval of the City Council of Sulphur
Springs grantedon October 16, 2018 via ResolutionNo. 1155.

Notary Public

STATE OF TEXAS §
§

COUNTY OF HOPKINS §

This instrument was acknowledged before me on _,
2019, by
as Mayor of the City of Sulphur Springs, Texas, a
municipal corporation organized under Article 11 of the Texas Constitution, on behalf of said

municipal corporation and pursuant to the authority and approval of the City Couucil of Sulphur
Springs granted on October 16, 2018 via Resolution No. 1155.

Notary Public

9 of 10
Exhibit J - Exclusive Easement

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201. 8

INST i
5709 F'nuE 72 OF 135

Exhibit J
Exclusive Easement

STATE OF TEXAS
COUNTY OF DALLAS

_, 2019, by

This instrument was acknowledged before me on
of

as

Luminant

Mining

Company LLC, a Texas limited liability company, on behalfof said limited liability company
and in the capacity therein stated.

Notary Public

STATE OF TEXAS
COUNTY OF DALLAS

_, 2019, by

This instmment was acknowledged before me on
as

of

Luminant

Generation Company LLC, a Texas limited liabilitycompany, onbehalfof said limited liability
company and in the capacity therein stated.

Notary Public

lOoflO
Exhibit J - Exclusive Easement

 Exhibit K-Permits

Permit Description

Permitted Facilities

Owner

Railroad Commission of Texas. Surface Mine Permits

Thermo A-l Mine Permit No. 56

Railroad Commission of Texas, Surface Mine Permits

Thermo Mine Permit No. 5G

USAGE, Wetland 404 Authorization

Thermo Permit No. 199700365

Luminant Mining Company LLC
Luminant Mining Company LLC
Luminant Mining Company LLC

Operator
Luminant Mining Company LLC
Luminant Mining Company LLC
Texas Untilites Mining Company

USAGE, Wetland 404 Authorization

Thermo Permit No. 200100189

Luminant Mining Company LLC

Luminant Mining Company LLC

USAGE, Wetland 404 Authorization

Thermo Permit No. 200600542

Luminant Mining Company LLC

Luminant Mining Company LLC

USAGE, Wetland 404 Authorization

Thermo Mine AI-AuxArea, SWF-2012-00122

Luminant Mining Company LLC

Luminant Mining Company LLC

Approval Date
6/26/2012
12/14/2010
7/1/1997
11/16/2001
2/16/2011
7/30/2013
2/1/2016

Expiration Date Status
NA
Reclamation
Reclamation
NA
11/16/2001
Mitigation
3/18/2017
Mitigation
3/18/2017
Mitigation
Active
3/30/2020

Thermo MineAI-AuxArea-Restoration Unauthorized
USAGE, Wetland 404 Authorization

impacts, 5WF-2016-00026
Monticello Mine, Thermo/Winfield South SWR34680,

Luminant Mining Company LLC

Luminant Mining Company LLC

TCEQ, Waste Notices of Registration

ID No. TXD000728972

Luminant Mining Company LLC

Texas Utilities Mining Company Inc

TCEQ, Wastewater Discharge Permit

Monticello-Thermo,

TCECL Multi-Sector Stofmwater

Monticello-Thermo

Mine, No. TXRQ5AM68

Luminant Mining Company LLC
Luminant Mining Company LLC

Luminant Mining Company LLC
Luminant Mining Companv LLC

Monticello-Thermo

Mine, Rock Creek, No. 5906

Luminant Mining Company LLC

Luminant Mining Company LLC

TCEQ, Water Rights Permit

Permit

No. 4122

Pai

3/18/2016
11/9/2016
6/15/2006

Mitigation

1/1/2021
8/14/2021
NA

Active

 Yt:AR
2018

INSr t
5709 PAGE 74 OF

Exhibit L
Water RightsAVater Impoundments
"Ponds greater than 200 ac-ftrequiring Wa'EerRighis
Avg.
Evaporative

Volume'
(Acre-feet)

Surface Area

(Acres)

(Acres)

Range of modeled
Evaporative Losses*
(Acre-feet/yr)

A-18'

776.1

253.3

15.5

-25 to 41

9.0

B-17'

4661.0

445.2

34.4

-71 to 85

19.0

C-06'

1027.8

331.2

14.0

-29 to 35

8.0

G-13^

862.1

2430.0

56.9

-118to151

9.0

H-03'

Possible off channel

3459.7

120.8

312

45.0

Drainage area

Pond

Totals

* From tech reports from 5906 amendment application
1 Currently an exempt sediment pond
2 2018 Annual pond certfications
3 Proposed final pit pond

Ponds covered by Water Rights Permit 5906
Volume
Pond
Drainage area
(Acres)
(Acre-feet)
216.6
B-15
420.3
248.0
B-18
878.0
537.0
D-03
520.9
Total of all water at Thermo
Estimated

Impoundment
A-01
A-02
A-05
A-08
A-17
A-18
B-15
B-17
B-18
C-04
C-05
C-06
C-07A
D-02
D-03
E-01
E-02
E-03
E-04
E-05
E-06
E-07
F-01
F-03
F-05
F-06
F-12
G-13
H-01
H-03
Al-1

Al-2

Drainage
Area (Ac)
49.31
3151.0
3301.0
16.3
218.2
776.1
420.3
4661.0
878.0
139.0
706.0
1027.8
953.0
971.4
520.9
95.5
241.3
202.1
170.0
23.8
594.1
165.0
389.7
256.4
265.0
8.1
196.9
862.1
401.0

Surface Area

(Acres)
11.0
12.1
35.5

Estimated
Volume

Estimated
Surface

(Ac-Ft)

Area (Ac)
4. 55
9.20

40.7
49.8
19.7
11.9
143.5
399.0

2. 92

71.2

2. 70
7. 43
15. 10
11. 00
34. 40
12. 10
3. 25
8.90
14.00
1. 80
9. 82
35. 50
1. 22
2. 30
11.46
9. 40
1.90
12. 19
9. 32
5. 10
7.04
13. 10
0. 11
11. 10
56. 90
5.80

29.4
56.9

2. 80
4. 00

216. 6"
737.6
248.0
15.2
165.4
325.9
3.3
90.5

537. 0'
1.8
28.9
96.0
184.0
1

78.6
138.5
76.8
36.3
198.0
0.1
113.9
2430.1

not finalized

69.7
151.9
Total all Water at Thermo

5544.0

Losses*

(Acre-feet/yr)

 yEAf

2018

iw^/W PAGE 7-5 OF 135

Exhibit M
Form of Landowner Consultation

,

2019
WAIVER OF LANDOWNERCONSULTATION

THERMO MINE (PERMIT NOS. 5G AND 56)
Re:

Thermo Mine, Permit No. 50 and 56, as depicted on the attached ExhibitA (the "Property")
Pursuant to that certain Development Agreement by and between the City of Sulphur

SpringsandLuminantMiningCompanyLLC,datedOctober 16, 2018,theCityofSulphurSprings
Troy Williamsowns all ofthereal propertywithintheboundariesofPermitNo. 5G and 56, which
is subjectto thejurisdiction ofthe RailroadCommissionofTexasand othergovernment agencies.
This letter confirms that the City of Sulphur Springs hereby waives any rights to, and
relieves Luminant Mining Company LLC and its affiliates, of any duty of any landowner
consultation, as required by the Railroad Commission of Texas, associated with the reclamation or
release of the reclamation bond held for Permit Nos. 50 and 56. The City of Sulphur Springs
agrees that Luminant Mining Company LLC has the right to make post-mining changes in land
use, as it may determine necessary for achieving successful reclamation, without obtaining the
written consent of the City of Sulphur Springs.
Sincerely,
City of Sulphur Springs

City Manager
Date:

STATE OF TEXAS §
§

COUNTY OF HOPKINS §
2019, by
This instrument was acknowledged before me on
as City Manager of the City of Sulphur Springs, Texas, a
municipal corporation organized under Article 11 of the Texas Constitution, on behalf of said
municipal corporation and pursuant to the authority and approval of the City Council of Sulphur
Springs granted on October 16, 2018 via Resolution No. 1155.

Notary Public

 m
x

B-

N07- FOR PUBLIC DISCLOSURE

0
ThermoA-1 Permit Area
*There are no protected cultural resource
sites in the ThermoA-1 Permit Area

1,200
Feet

0

500
Meters

N

A

Blanton 0 Associates, inc.
ENVIRONMENTALCONSULTING . PLANNING . PBOIECT MANAGEMENT

Protected Cultural Resource Sites
within the Thermo A-1 Permit Area
Prepared for: Luminant

Date: 6/11/2018

Job No. : 100007732

Scale: 1:14. 400, or 1"=1200'

Fite:Z:\PrQjects\LuminanftThenno_A_1WIXD\ARCHWIrsc\ProtectedCulturalResourceSites

0

-^
t>*

 Exhibit Protected Cultural Sites

 




 

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ii a fit;
- 
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Exhibit 0 - FM 1870 Bridge Agreements

CSJ #

0735-05-013

Project Name: TXU Haul Road
STATE OF TEXAS

§

COUNTY OF TRAVIS

§

AGREEMENTTO ACCEPTDONATION
FOR HIGHWAYCONSTRUCTIONPROJECTS

THISAGREEMENTis made by and betweenthe State ofTexas, acting byand throughtheTexas

DepartmentofTransportation (the"Department")andTXU MiningCompany\-P, a.Texas_l"T"ted
partnership, having its principal place of business at 1601 Bryan Street, Dallas, TX 75201-3411(the
"Donor"),
WITNESSETH

WHEREAS,TexasTransportation Code §201 .206 authorizes the Department to accept, from any
source, a donation or contribution in any form, including realty, personalty, money, materials, or

services, for the purpose of carrying out it's functions andduties; and
WHEREAS, Texas Government Code, Chapter 575 requires the governing board of a state agency,
not later than the 90th day after a gift or donation valued at $500 or more is accepted, to

acknowledge the acceptance ofthe giftor donation by majority vote at an open meeting, and

prohibitsa stateagencyfrom acceptinga donationfrom a person whois a partyto a contested

case before the agency until the 30th day after the date the decision in the case becomes final; and
WHEREAS, pursuant to these provisions, and to provide guidance on when a gift or donation may

beaccepted bythe Department, theTexasTransportation Commission (the"Commission") has
adopted rules relatingto Departmentacceptanceofgiftsanddonations,codifiedasTitle43,Texas
Administrative Code (TAG), §§1. 500-1. 506; and

WHEREAS, pursuant to 43 TAG §1.503(a), acceptance of a gift or donation must be approved by
order ofthe Commission, except that a gift or donation valued under $500 may be approved bythe
Department's ExecutiveDirector;and
WHEREAS, in accordance with 43 TAG §1.503(b), the Donor is not subject to Department

regulation or oversight, is not interested in or likely to become interested in any contract, purchase,

payment, orclaimwithoragainstthe Department, andis nota partyto a contestedcasebeforethe
Department; and

WHEREAS,acceptance of the donationwill provide a significantpublicbenefitandwill not
influence or reasonably appearto influence the Department in the performance of its duties; and
WHEREAS,the Department hasdetermined that participation by Donorin a highwayconstruction
project will serve the interest of the traveling public; and
WHEREAS,the Commission, by MinuteOrderNo. 109811 ,has authorizedthe Departmentto
accept the donation; and

WHEREAS,pursuantto 43TAG §1.506, the Donorandthe Department must execute a donation
agreement.

JKr;
-J.

NOW, THEREFORE, In consideration of the agreements of the parties hereto, to be respectively
kept and performed by them as described below, it is agreed as follows:

Donation Agreement

Page 1 of 8

01 of 14

 CSJ#
0735-05-013
Project Name: TXU Haul Road

AGREEMENT
ARTICLE 1. DESCRIPTION OF THE DONATIONAND RESTRICTION ON USETHEREOF
The Donor desires to donate and the Department accepts an amount sufficient for pre-construction
funding and construction inspection (the "Donation") of a grade separation and approach roadway

to be constructed by Donor on FM 1870 over the Donor's lignite haul road approximately 1.25 miles
north of State Highway 1 1 (the "Project"). The estimated value of the Donation is approximately

$20,000.00. The Donation shall be used only for the purpose of pre-construction funding and
construction inspection of the Project.

ARTICLE 2. REPRESENTATIONS AND WARRANTIES
A. The Donor represents and warrants that it owns the Donation and has unrestricted and full use
of the Donation.

B. The Department does not approve and is not responsible for any representations made by the
Donor for tax purposes.

ARTICLE 3. DONATIONACCEPTED FOR LIMITED PURPOSES
A. Acceptance of the Donation herein described does not bind the Department to a course of
action or promise of performance except as specifically described in Article 1, above, and the
Donor agrees to such use of the Donation.
B. No benefit will accrue to the Donor as a result of the Department's acceptance of the Donation
except as specifically described in Article 1, above.

ARTICLE 4. AVAILABILIT/OF INFORMATION
This agreement is public information and will be furnished to a requester under the Public
Information Act, Texas Government Code, Chapter 552.

ARTICLE 5. PROJECT FUNDING AND WORK RESPONSIBILITIES
The Department will authorize the performance of only those Project items of work that the Donor
has requested and has agreed to pay for, and only after payment is received.
Texas Government Code, Chapter 2106 requires the Department to recover indirect costs
associated with this agreement as calculated based on prevailing rates specified in the
Department's Indirect Cost Recovery Program.

ARTICLE 6. PRE-CONSTRUCTION FUNDING
Upon execution of this agreement, the Donor shall remit to the Department a check or warrant

made payable to the Texas Department of Transportation in an amount equal to $20,000.00. This
amount is estimated to be the total costs associated with all document review and preparation and

construction inspection relating to the Project, including but not limited to any agreements,
easements, schematics and plans, and specifications and estimates, and including all indirect costs
that may be incurred by the Department.
In the event the funding submitted by the Donor is insufficient to cover the Department's costs for
providing design document reviews and construction inspection oversight services as described
herein in Article 10 and 12, the Department will provide written notification to the Donor detailing
and requesting the additional funding to be made available. The Donor will review the request and,
subject to Donor's approval, make the additional funding available to the Department within thirty

;.," ^
'~J~-t
.

(30) days from receipt of the Department's notification. The Department is under no obligation to
provide any services relating to the Project unless and until it receives funding from the Donor.

ARTICLE 7. PRELIMINARYPROJECT DEVELOPMENT
The Donor will prepare the preliminary (schematic) designs for roadway and structures and submit
them to the Department for review and approval. The preliminary schematic shall be presented in a
format suitable for use in the public involvement procedures.
Donation Agreement

Page 2 of 8

02 of 14

 0735-05-013
CSJ#
Project Name: TXU Haul Road

The Department, with assistance from the Donor, will conduct any public hearing or meetings
required by the Department's public involvement processes. The Donor will prepare a categorical
exclusion consistent with prior practice and submitted in a form acceptable to the Department and
submit it to the Department for approval and clearance. The Donor will be responsible for any
required archaeological or historical investigations and reports.

The Donor shall prepare easement maps, field notes, parcel plats, and other data as needed to
properly describe the easement(s), which the Donor is to provide the Department. The field notes
and parcel plats shall be signed and sealed by a Registered Professional Land Surveyor, currently
licensed by the 'Texas Board of Professional Land Surveying. " The easement map, parcel plats,
and property descriptions shall be submitted to the Department for review and approval. Tracings
of the easement maps shall be furnished to the Department for its permanent records.

ARTICLES. EASEMENTS
The Donor shall not proceed with relocation of existing utilities until the environmental clearance
has been completed and the Department has approved the easement maps and field notes.

The Donor will provide a permanent exclusive easement for right of way purposes to the State in a
form as approved by the Department, together with an owner's policy of title insurance for the
benefit of the State. The easement shall be free and clear of all liens and encumbrances and shall

include a waiver by Donor of any right to ingress or egress to or from the surface of the land for the
purpose of exploring, developing, drilling, or mining. The easement shall also contain a
reversionary clause stating that the easement will terminate and revert to Donor if the haul road
crossing FM 1870 as described in Article 15 is closed, once the Donor reconstructs FM 1870 along
its original alignment to the approval and acceptance of the Department.
All easements for purposes of constructing the Project shall be free and clear of all hazardous
materials and contaminants.

All costs associated with the detection and remediation of the

hazardous materials and contaminants shall be borne by the Donor. When required by the

Department, the Donor shall provide written documentation from appropriate regulatory agencies
that all known hazardous materials and contaminants have been removed from the easements.
ARTICLE 9. RELOCATION ASSISTANCE

The Department will be responsible for any required relocation assistance as may be determined to
be eligible under the Department's relocation assistance program. All costs associated with the
relocation assistance including payments to displacees will be assumed by the Donor.
ARTICLE 10. DESIGN

The Donor will prepare the construction plans, specifications and cost estimates. The construction
plans shall be in a format prescribed by the Department and in accordance with the Department's

current design standards for rural highways as detailed in the Highway Design Division Roadway
Design Manual. The SDecifications shall be the Department's 2004 Standard Soecifications for
Construction of Highways, Streets and Bridges or its currently approved revisions and any special
specifications and provisions as provided by the Department. The Donor will furnish to the

Department the pavement design and any standard design details as may be appropriate for the
Project, for the Department's approval.
The Department shall review the plans, specifications and estimates provided by the Donor upon
completion or at any time deemed necessary by the Department. Should the Department
determine that the complete plans, specifications and estimates or portion thereof are
unacceptable, the Donor shall correct the design documents to the Department's satisfaction

'-" i'. f)

.

O^r

.

consistent with the Department's most recent policies, procedures, standards and guidelines.
Should additional specifications or data be required by the Department, the Donor shall redesign
the plans and specifications to the Department's satisfaction consistent with the Department's most
recent policies, procedures, standards and guidelines. The costs for additional work on the plans,
specifications and estimates shall be borne by the Donor.

Donation Agreement

C-J
J;

.

Page 3 of 8

03 of 14

 0735-05-013
CSJ#
Project Name: TXU Haul Road
The final, as-built construction plans furnished to the Department shall be reproducible tracings on
mylar or equivalent.

ARTICLE 11. UTILITY ADJUSTMENTS/RELOCATIONS
The Donor will provide for all utility adjustments or relocations required by construction of the
Project, and such adjustments/relocations shall conform to the Department's State Utility
Accommodation Policy.

ARTICLE 12. CONSTRUCTION OVERSIGHT FUNDING
Forty-five (45) days prior to the Donor receiving bids for construction of the Project, the Department
will provide written notification to the Donor outlining the estimated funding to be made available for

the costs to be incurred by the Department to provide the required construction engineering and
management services and indirect costs. Subject to the Donor's agreement that the Project should
go forward to completion, within thirty (30) days from receipt of the Department's notification, the
Donor shall remit to the Department a check or warrant made payable to the Texas Department of
Transportation for the estimated amount.
In the event the funding provided by the Donor is determined by the Department to be insufficient to
cover the Department's costs, the Department will provide written notification to the Donor outlining
the additional funding to be made available. The Donor shall review the request and, subject to

Donor's approval, make the additional funding available to the Department within thirty (30) days
from receipt of the Department's written notification The Department is under no obligation to
provide any services relating to the Project unless and until it receives funding from the Donor.

ARTICLE 13. DESIGN AND CONSTRUCTION
All aspects of the Project shall be carried out in compliance with applicable federal and state laws
and regulations. The Project shall be designed in accordance with the latest Department policies,
procedures, standards, and guidelines.
The Donor will advertise for construction bids, issue bid proposals, receive and tabulate the bids
and award a contract for construction of the Project in accordance with applicable laws relating to
bid proposals and the awarding of construction contracts. In the event the selected bid exceeds the
originally estimated cost by more than twenty percent (20%), the Donor will notify the Department

and jointly determine whether the contract should be awarded or bids re-submitted. In the event
the Department and the Donor determine that resubmitted bids are warranted, the Donor will
assume any additional costs incurred by the Department. Change orders, supplemental
agreements or additional work orders, which may become necessary subsequent to the award of
the contract, shall be mutually agreed upon in writing by the Department and the Donor. All costs
associated with construction of the Project will be assumed by Donor.

ARTICLE 14. DEPARTMENTCONSTRUCTION MANAGEMENT
The Department will perform oversight of all work performed hereunder and provide such
engineering inspection and testing verification services as may be required to ensure that the
construction is accomplished in accordance with the approved plans and specifications. All
correspondence and instructions to the contractor will be the sole responsibility of the Donor.
Upon completion and acceptance of the Project, the Donor will issue to the Department a "Final

Construction Inspection Report, " acknowledging that the Project has been constructed in
accordance with the approved plans, specifications and estimates.
ARTICLE 15. MAINTENANCE
Upon completion and acceptance of the Project, the Department will assume the maintenance

responsibilities for the approach roadway riding surface to an approximate 1-1/2 inch depth and for
the routine maintenance of the overpass deck and railing. The Donor will assume maintenance
responsibility for the remainder of the grade separation structure, the haul road and all
Donation Agreement

Page 4 of 8

04 of 14

 0735-05-013
CSJ#
Project Name: TXU Haul Road

appurtenances thereto. The Department will make periodic inspections of the grade separation
structure and will notify the Donor when such inspections reveal that repairs are required. If repairs
are required, a separate agreement will be prepared to cover the restorative work which will be
accomplished at the expense of the Donor.

The Donor will, at its own cost and expense, execute and keep in force a surety bond, for a period
of 18 months from the date of execution of this Agreement in the minimum amount of $50, 000. 00
for the cost of maintenance or repair of the highway facility crossing described herein, said surety

bond to be approved by the State Treasurer and Attorney General, and with a corporate surety
authorized to do business in the State of Texas.

As part of the Project, the Department grants to the Donor a license and permission to construct,
operate and maintain a haul road passing across FM 1870 and beneath the grade separation
structure that will be constructed on a new approach that will connect and be parallel to FM 1870.
The Donor may use that haul road in furtherance of its business purposes, including the movement
of mine-related vehicles, equipment or materials. This license shall remain in force for a period of
six years from the date this Agreement is signed by the Department and shall bs automatically

renewed for two-year periods unless modified by mutual agreement of both parties or unless this
Agreement is terminated by the Department. The Department may terminate this license upon

ninety days written notice prior to the expiration of the primary or any renewal term. At such time as
Donor determines that it no longer has a use for the haul road or the license is terminated by the
State as described above, Donor will at its expense reconstruct to Department standards the
roadway of FM 1870 at the location of haul road, remove from the State's right of way the haul road

and the approaches to the grade separation structure, and reconstruct at this location the fence
between the State's right of wayand Donor's abutting property. Nothing contained herein shall
grant the Donor the right to mine lignite or other minerals located under right of way or other
property owned by the State of Texas.

ARTICLE 16. INSURANCE
The Donor certifies that it has insurance on tile with the Office of General Counsel, Contract

Services Section of the Texas Department of Transportation in the amount specified on Texas

Department of Transportation Form 20. 1 02 or Form 1560, Certificate of Insurance, as required by
the Department. No other proof of insurance is acceptable to the Department. The Donor certifies

that it will keep current insurance on file with that office for the duration of the contract period. If
insurance lapses during the contract period, the Donor must stop work until a new certificate of
insurance is provided.

ARTICLE 17. RIGHT OF ACCESS
If the Donor is the owner of any part of the Project site, the Donor shall permit the Department or its
authorized representative access to the site to perform any activities required to execute the work.
The Donor will provide for all necessary right-of-way and utility adjustments needed for performance
of the work on sites not owned or to be acquired by the Department.

ARTICLE 18. INDEMNITY
The Donor shall indemnify and save harmless the Department and Its officers and employees from

all claims and liability due to its materials or activities of itself, its agents, or employees, performed
under this contract and which are caused by or result from error, omission, or negligent act of the
Donor or of any person employed by the Donor. The Donor shall also indemnify and save harmless
the Department from any and all expense, including, but not limited to, attorney fees which may be
incurred by the Department in litigation or otherwise resisting said claim or liabilities which may be
imposed on the Department as a result of such activities by the Donor, its agents, or employees.

Donation Agreement

2:i-^
m

Page 5 o(8

05 of 14

 CSJ#
0735-05-013
Project Name: TXU Haul Road

ARTICLE 19. DOCUMENTAND INFORMATION EXCHANGE
If applicable, the Donor agrees to electronically deliver to the Department all general notes,

specifications, contract provision requirements and related documentation in a Microsoft®Word or
similar document. If requested by the Department, the Donor will use the Department's document
template.

ARTICLE20. INTEREST
The Department will not pay interest on funds provided by the Donor. Funds will be deposited into,
and retained in, the State Treasury.

ARTICLE 21. INCREASEDCOSTS
In the event it is determined that the funding provided by the Donor will be insufficient to cover the
Department's cost for performance of the Donor's requested work, if the Donor determines that the
Project should move forward to completion, the Donor will pay to the Department the additional
funds necessary to cover the anticipated additional cost. The Department shall send the Donor a
written notification stating the amount of additional funding needed and stating the reasons for the
needed additional funds. The Donor shall review the request and, subject to Donor's approval, pay
the funds to the Department within 30 days of the written notification, unless otherwise agreed to by
all parties to this agreement. If the Donor does not pay the additional funds, the Department may
terminate the contract as its sole remedy.

ARTICLE 22. TERMINATION
If the Donor withdraws from the Project after the agreement is executed, it shall be responsible for
all direct and indirect project costs incurred by the Department for the portion of the Project in which
the Department was participating and had completed prior to the withdrawal.
This agreement may be terminated by any of the following conditions:
(a) By mutual written agreement and consent of both parties.
(b) By the Department upon determination that construction of the Project is not feasible or is
not in the best interest of the State and the traveling public.
(c) By either party, upon the failure of the other party to fulfill its obligations as set forth herein.
(d) By satisfactory completion of all services and obligations described herein.
The termination of this agreement shall extinguish all rights, duties, obligations and liabilities of the
Department and the Donor under this agreement. If the termination of this agreement is due to the
failure of the Donor to fulfill its contractual obligations, the Department will notify the Donor that

breach of contract has occurred. Within sixty (60) days from the Department's written notification,
the Donor must remedy the breach as outlined by the Department. In the event the Donor does not
remedy the breach, the Department may take over the Project and prosecute the work to
completion. In such case, the Donor shall continue to be liable to the Department for the cost of the
Project and any additional costs occasioned by the Department. In the event the Donor determines
not to proceed with the Project, the Donor agrees to reimburse the Department for all costs incurred
to the date of cancellation.

If the Donor ceases to use the haul road for a period of two (2) years, the Donor, if requested by the
Department will provide for removal of the haul road and all appurtenances and will bear the cost to
the Department for removal of the overpass approaches from State-owned right-of-way and
restoration of the affected highway to a condition equivalent to the adjacent approaches existing at

that time. The Department and the Donor will enter into a separate agreement defining the work to
be required and the costs associated with the restoration and removal work.

ARTICLE23. FINAL ACCOUNTING
Upon completion of the Project, the Department will make a final accounting in accordance with its
established accounting procedures. Any funds previously deposited by the Donor and not
expended for the cost of the work covered under this agreement will be returned to the Donor.
Donation Agreement

Page 6 of 8

06 of 14

 0735-05-013
CSJ#
Project Name: TXU Haul Road

ARTICLE 24. NOTICES
All notices to either party by the other required under this agreement shall be delivered personally
or sent by certified or U. S. mail, postage prepaid or sent by electronic mail, (electronic notice being
permitted to the extent permitted by law but only after a separate written consent of the parties),
addressed to such party at the following addresses:
Donor:

Department:

TXU Mining Company LP

Texas Department of Transportation
Attn: District Engineer
1365 N. Main Street
Paris, TX 75460

Attn: Anthony Marquez
1601 Bryan Street
Dallas, TX 75201-3411

All notices shall be deemed given on the date so delivered or so deposited in the mail, unless
otherwise provided herein. Either party may change the above address by sending written notice of
the change to the other party. Either party may request in writing that such notices shall delivered
personally or by certified U. S. mail and such request shall be honored and carried out by the other
party.

ARTICLE 25. SOLEAGREEMENT
In the event the terms of the agreement are In conflict with the provisions of any other existing
agreements between the Donor and the Department, the latest agreement shall take precedence

over the other agreements in matters related to the Project.
ARTICLB 26. SUCCESSORS AND ASSIGNS
The Department and the Donor each binds itself, its successors, executors, assigns, and
administrators to the other party to this agreement and to the successors, executors, assigns, and
administrators of such other party in respect to all covenants of this agreement.
ARTICLE 27. SIGNATORY WARRANTY
The signatories to this agreement warrant that each has the authority to enter into this agreement
on behalf of the party they represent.

F-3>

co -s:-

Donation Agreement

Page 7 of 8

07 of 14

 CSJ #
0735-05-013
Project Name: TXU Haul Road

IN TESTIMONY WHEREOF, the Department and the Donor have executed duplicate counterparts
r-

of this agreement.

THE STATE OF TEXAS
Executed for the Executive Director and approved by the Texas Transportation Commission for the
purpose and effect of activating and/or carrying out the orders, established policies, or work
programs heretofore approved and authorized by the TexasTransportation Commission.

By:

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n^tjLUP

Date 7/?7^i //, -icoS^

^^

Jg/iice Mulleni$(

frector of Contract Services Section
Office of General Counsel

Texas Department of Transportation
THE DONOR
The undersigned signatory warrants that he or she is an official representative of the organization
making the Donation described herein and that he or she is authorized to make the donation and to

enter into this agreement on behalf of the organization.

By;

?c^

Date

//-/0-QV

Director of Mining Operations
TXU Mining Company LP
Typed or Printed Name and Title

or":
wv

Donation Agreement

Page 8 of 8

08 of 14

 Form 1560-CSO Profcsalonat Proivider Insurance
(S/2002)
>s used
Page 1 of 2

Texas Department of Transportation (TxDOT)

CERTIFICATEOF INSURANCE
Prior to the beginning ofwork, the Contractor shall obtain the minimum insurance and cndDrsements speafied. Only the TxDOT certtficale of insurance form is
acceptableas proofofinsurancefordepartmentcontracts.AgentsshouMcomplete theform provklingaUrcquested'information(heneitherfaxormaB(hisform
directlyto the addresslistedonthebackofthis form Copiesotendorsementslistedbelowarenotrequiredas attachmentstothiscertificale.

l"surad;

TXII MTNTNR CnMPANY T. P__

Street/Mailing Address: 1 fim RRYAN ITRI. -I.-.T
City/Stale/Zip:
nar. r. AR Tp-xa.c:
7C. 701

PhoneNumber:

Area Codei2j^_si2- 2872 VendorIdentificationNumber: 1 7^ilfl373 5540 ^9

Workers' Compensation Insurance Coverage: py 1870

Haul

Endorsed with a Waiver of Subroaalion in favor of TxDOT.

Road North of

State

Highway 11.

Carrier Name: Liberty Mutual Insurance Co-

Carrier Phone »: 617-6 54-3061

Address:?. 0. Box
Type of Insurance

City, State, Zip: Wausau, WI 54402
Expiration Date
Limits of UaSiiiUT

8017
Policy Number

Workers' Compensation

EffecUve Date

WA769D00422t-025

1/1/05

Not Less Than: Statutory - Texas

1/1/06

Comprehensive General Liability Insurance:

EndorsediwittTTxDOTji^Addjtional

CarrierName: sol f

Insured and wilh a Waiver of Subrogation in favor of TxDOT.

Tnaiir-Rfl

Carrier Phone #:

City, State, Zip:

Address:

Type of Insurance:

Policy Number

[

Effective Date

Limits ofUaUlity:

Expiration Date:

Comprehensive General
Liability Insurance
Bodily Injury
PropertyDamage
OR

Not Less Than:

$ 500,000eachoccurreqce
S 100.000 each occurrence

$ 100,000 for aggregate
OR
$ 600.000 combined single limit

Commercial General

Liability Insurance
Comprehensive Automobile Liability Insurance:

Endorsed with TxDOT as Additional Insured andwrth a Waiverof Subrogation infavorofTxDQT\

CarrierName: Self Tnsui-Hd

Carrier Phone #:

City, State, Zip:

Address:

Type of Insurance:

Policy Number

 

Expiration Date:

Effective Date

ComprehenshmAutomobile
UabllftyInsurance ORTexas
Business Automobile Policy
Bodily Injury

Limits of Liability:
Not LBSS Than:

$ 250,000 each person
$ 500, 000 each occurrence
$ 100, 000 each occurrence

Property Damage
Umbrella Policy (If applicable):
Carrier Name:

Carrier Phone #:

City, Stale, Zip:

Address:

Type of Insurance:

Policy Number

Effective Data:

UmlteofUtki Uny:

Expiration Date:

Umbrella PoBcy

Authorized Agent name, address and zip code:
Marsh USA,

Inc.,

1717 Main Street,

Dallas Texas 75201

4----, i . . .

i

--'

...-- . ... ".I.

This Certificate of Insurance neither afGnnaBvely nor negaUvaty amanda. extands. or atten thfl coveragB aflbfded by the above Insurance poildes Issued by the
named Insurance company. CnncelaUon of (he insurance polidea ahBB not be made unUI THIRTY DAYS AFTER the agent or the Insurance company has sent
written notice by certified mal to the contractor and the Taxas Department ofTransportatton.

THIS IS TO CERTIFY to th®Texas Department of Transportation flding on behalf of the State of Texas that Ihe Insurance poBdw named meet all Ihg
requirements itipulsrted andluch poficfesare In Ml force and cffed. // fh/sfonnis seat byfacsimilemachlns(fax). (ho sendwadbpfsffiadbcanwrfmcrtvBd6,
TxDOTasa dupfwataorigfnalandadoptstheaJpnafureproducodbyUwmcBMnpfaxmacftlnoasffw sonctof'aoriginalsignalura.
The Texas OefwrtmentofTransportationmaintains the informationcollected through thh fonn. Wtth fewexcepUarw,you are eoUttedon requert to be htwmed
aboutthe Informationthatwecollect aboutyou. Undersections555.021 and 653.023 of theTexasGovernmentCode,youalso areenUtiedto recetveandreview
the Information. Undersection559.004 ofthe GovernmentCode,youaje aboentitledto havaua conedInfomiatfonaboutyouthatte IncofrecL

Area Code {21)

303-8581

Authorized Agent's Phone Number

/^vrtdi^
Agent Original Signature

.

LTW

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r"?

05/25/05
Date

09 of 14

 Form 1560-CSO Professions) Provider Insurance
(5/2002)
Page 2 of 2

XEAR

^ "-11E

INST t

Texas Department of Transportation

3709 PAGE 37 OF ]:.;.,
-

"

t-"

NOTES TO AGENTS:
Agents must provide all requested information then either fax or mail this form directly to the address listed below.
Pre-printed limits are the minimum required, if higher limits are provided by the policy, enter the higher limit amount
and strike-through or cross out the pre-printed limit.

To avoid work suspension, an updated insurance form must reach the address listed below one business day
prior to the expiration date. Insurance must be in force in order to perform any work.
Binder numbers are not acceptable for policy numbers.

The certificate of insurance, once on file with the department, Is adequate for subsequent department contracts
provided adequate coverage is still in effect. Do not refer to specific projects/contracts on this form.
The TxDOT certificate of insurance form is the only acceptable proof of insurance for department contracts.
List the contractor's legal company name, including the DBA (doing business as) name as the insured or list both

the contractor and staff leasing service as insured when a staff leasing service is providing insurance.

Over-stamping and/or over-typing entries on the certificate of insurance are not acceptable if such entries change
the provisions of the certificate in any manner.
This form may be reproduced.

The SIGNATURE of the agent is required. Stamped/typed/printed signatures are not acceptable.
CERTIFICATE OF INSURANCE REQUIREMENTS:
WORKERS' COMPENSATION INSURANCE:

The contractor is required to have Workers' Compensation Insurance if the contractor has any employees including
relatives.

The word STATUTORY, under limits of liability, means that the insurer would pay benefits allowed under the Texas
Workers' Compensation Law.

GROUP HEALTH or ACCIDENT INSURANCE is not an acceptable substitute for Workers' Compensation.
COMPREHENSIVE GENERAL LIABILR-Y INSURANCE or COMMERCIAL GENERAL LIABIUTT INSURANCE:
If coverages are specified separately, they must be at least these amounts:
Bodily Injury
Property Damage

$500, 000 each occurrence
$100, 000 each occurrence

$100.000 for aggregates
MANUFACTURERS' or CONTRACTOR LIABILIPl' INSURANCE is not an acceptable substitute for Comprehensive
General Liability Insurance or Commercial General Liability Insurance.
COMPREHENSIVE AUTOMOBILE UABILITY INSURANCE or TEXAS BUSINESS AUTOMOBILE POUCY:

The coverage amount for a Texas Business Automobile Policy or Comprehensive Automobile Liability may be
shown as a minimum of $600, 000 Combined Single Limit by a typed or printed entry and deletion of the specific
amounts listed for Bodily Injury and Property Damage.
BASIC AUTOMOBILE LIABILITY INSURANCE is not an acceptable substitute for Comprehensive Automobile
Liability Insurance or Texas Business Automobile Policy.
MAIL ALL CERTIFICATES TO:
Texas Department of Transportation
Office of General Counsel - Contract Services Section

125 E. 11th St.
Austin, TX 78701-2483
(512)936-1970
Fax #(512) 936-1971

010 of 14

 YEAR
2018

INST {
5709 F'nuE 88 OF 13;

TXU MINING COMPANY LP
Energy Plaza 1601 Bryan Street Dallas, Texas 75201-3411

CERTIFICATE OFAUTHORITY

The undersigned, John F. Stephens, Jr., Assistant Secretary of TXU Mining
Management Company LLC, (the "Company"), a Delaware limited liability company and
General Partner of TXU Mining Company LP, a Texas limited partnership (the
"Partnership"), hereby certifies that Gerry L. Pearson holds the position of Director of
Mining Operations, and as such is authorized to sign on behalf of or otherwise act on
behalf of the Partnership.

^WITNESS my hand and the seal of TXU Mining Management Company LLC

the V

day of July, 2004

Assistant Secretary!

TifSJ Mining Management Company LLC,
GeneralPartnerof TXUMiningCompanyLP

(CORPORATE SEAL)

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011 of 14

 YEAR
2018

INS'I :F

570° "AGE 39 Of 1. 35

ORDER
THE STATE OF TEXAS X
COUNTY OF HOPKINS X

BE IT REMEMBERED that the Commissioners' Court of Hopkins County met in

Regular Session onSeptember 26 , 2005, after notice ofthe meeting hadbeenposted in
the form, mannerandplacerequiredby law, with a quorumof its members present and
participating in the meeting when, among other matters, the following came on to be
considered, and action taken thereon, to-wit:

Came on to beconsidered, thepresentation andrequest ofTXU MiningCompany
LP,("TXU"), to approve the construction ofMonticello-Thenno Mine FM 1870Bridge
Project, more particularly described as follows:

(1) LOCATION
The FM 1870 Bridge Project is located in Hopkins County, Texas. The
Project lies between the Thermo community and State Highway 1 1 (see

ProjectLocationMap attachedhereto as Exhibit"A"). Theproject begins
Approximately . 4 mile north from the intersection of State Highway 1 1
And FM 1870. The .64 mile of new highway, i.e. temporary detours and

Bridge, will be relocatedapproximately 150feet to the westofexisting
FM 1870alignment.
(2) PROJECT DESCRIPTION

The design will consist of approach embankments and a bridge over a

mine haulroad withina temporary detour. Theclearance betweenthe top
ofthe haul rodandthebottom ofthebridgegirderwill be approximately
25 feet. The temporary relocation will be built on the westsideof the
existing alignment and will extend onto TXU Mining Company LP
(TXU) property. TXU is working together with the Texas Department of
Transportation to fulfill any state requirements and regulations.

After consideration ofthe saidrequest presentation ofTXU, upon motion duly
made by Commissioner Burke_Bullock and seconded by Commissioner Don Patterson

the following Order was adopted by the Commissioners' Court of Hopkins County.
Texas, to-wit:

IT IS. HEREBY, ORDERED BY THE COMMISSIONERS' COURT OF
HOPK1NS COUNTY. TEXAS:

012 of 14

 Yt:HK

Mis

INST T

5709 I'ASE 90 OF 135

That the Fm 1870 Bridge Project is hereby accepted and approved:
(1)

LOCATION

The FM 1870BridgeProjectis located in Hopkins County, Texas. The project
lies between the Thermo community and State Highway 11 (see Project
Location Map attached hereto as Exhibit "A"). The project begins
approximately . 4 mile north from the intersection of State Highway 11 and FM
1870. The . 64 mile of new highway i.e. temporary detours and bridge, will be
relocated approximately 150 feet to the west of existing FM 1870 alignment.
(2)

PROJECTDESCRIPTION

The design of the Project will consist ofapproach embankments and a bridge
over a mine haul road within a temporary detour. The clearance between the

top of the haul rod andthe bottom of thebridge girderwill be approximately
25 feet. The temporary relocation will be built on the westside of the existing
alignment andwill extendonto TXLU MiningCompanyLP(TXU) property.
(3)

PERSONSAFFECTED
The Court further finds that TXU is the owner of all tracts involved in the

construction of the FM 1870 Bridge Project and that no persons shall be

withoutaccessto theirproperty uponcompletion ofsaidproject.

^

(4)

n- IS FURTHER DETERMINED BY THE COMMISSIONERS . COURT

That the interests of the public and affected landowners have been protected by
the plans presented to the Commissioners' Court for the construction of the FM

1870BridgeProject.

Upon a vote, all voted "aye", and none voted "no". and the County Judge declared
the Order passed, approved, and adopted as of the 26 day of September. 2005.
SIGNED, ENTERED and ORDER

on the 26"' day of September. 2005.

^\iH^\_

Cletis Millsap. Hopkins
ATTEST:

^U4^ ^^i.j
Debbie Shirley. Hopkins Co»((ity Clerk

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ExhibitP - County Road 2307, County Road

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INST ?

5709 PA6E 92 OF 135

2309 Order and Agreements

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ORDER
THE STATE OF TEXAS *
COUNTy OF HOPKINS *

BEIT REMEMBEREDthatthe Commissioners'Court ofHopkinsCounty met in Special
Session on January 14, 2000, after notice ofthe meeting had been posted in the form, manner and

placerequiredby law,witha quorumofits memberspresentandparticipatinginthemeetingwhen,
amongothermatters, the followingcameonto be considered,andactiontakenthereon, to-wit:
Came on to be considered, the request of TXU-Miningto close, abandonand vacate a
county road located in Hopkins County, Texas, said work being more particularly described as
follows:

(1)

TXU-Mining requests the closure, abandonment and relocation of a portion of
County Road2309, beginningat a point along saidroad, approximately 1.0 mile
south ofthe intersectionofsaidroadandFM Highway 1870, with saidbegummg
point being further described as an interior point in a tract of land conveyed from
Daniel W. Edge to L. D. Cross, Trustee, acting as agent in and for Texas Utilities,

andbeingrecordedin Vol. 362,Page288oftheReal PropertyRecordsofHopkins
County,Texas. Thence,ftom saidbeginningpoint, andalongsaidproposedclosure
section, baveling in a south then westeriy direction for a distance of approximately

2.0 mUesto thetenninuspointoftheproposedroadclosure,withsaidterminuspoint
being a southwest comer of a tract of land conveyed to First Security Bank, N.A.,
acting as agent in and for Texas Utilities, by Joe A. Worsham and Bobbie Miller

Worsham,recordedin Vol. 312, Page38, oftheReal PropertyRecordsofHopkins
County, Texas, with said terminus point being approximately 0.2 miles east ofthe

intersectionofHopkms CountyRoad2309and StateHighway 11. Saidproposed
roadclosurebeingmarkedasCR2309onthemapattachedhereto asAttachment 1 .
(2)

TXU-Mining proposes that in 2008, or within two (2) years after all mining and
reclamation has been completed west and north of the proposed closure section,
whichever is later, TXU-Muring will constmct a new county road segment with a

typicalsectionasshownin Attachment2. Saidnewcountyroadsegmentwill beof
similar aligmnent, location, and distance as existed prior to mining and will thereby

reconnectpreviously open sectionsofHopkinsCountyRoad2309to thenorthand
south-southwest,creatinga continuousroadbetweenFM 1870andStateHighway
11.
After consideration of said request and hearing remarks from TXU-Mining and interested
citizens from within the county, upon motion duly made by Commissioner
Halcomb_andsecondedbyCommissioner
Wisenbaker_,
the following Order was adopted by the Commissioners Court ofHopkinii County, Texas, to-wit:
r

5-^ TRUE AND CORRECT
<\<i\COPY OF ORIGINAL
)F!LRD IN HOPKINS

Pl of 31

 YEAR
'01B
.

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INST t
570¥ PAGE 93 OF 135

FTIS,HEREBY,ORDEREDBY THE COMMISSIONERS'COURTOFHOPKINS
COUNTV, TEXAS:
That the followmg described county road located in Hopkins County, Texas, shall be closed,
abandoned and vacated:

(a)

County Road 2309, beginning at a pomt along said road, approximately 1.0 mile
south of the intersection of said road and FM Highway 1870, with said beginning
point being farther described as an interior point in a tract of land conveyed from
DanielW. Edgeto L. D. Cross, Trustee, actingas agentin andfor Texas Utilities,
and being recorded in Vol. 362, Page 288 ofthe Real Property Records ofHopkins
County, Texas. Thence, ftom saidbeginning point, and along saidproposed closure
section, traveling in a south then westeriy direction for a distance of approximately
2.0 miles to tfaetenninus point ofthe proposed road closure, with saidtenninus point
being a southwest corner of a tract of land conveyed to First Security Bank, N.A.,
acting as agent in and for Texas Utilities, by JoeA. Worshamand Bobbie Miller

Worsham,recoidedin Vol. 312,Page38, oftheRealPropertyRecordsofHopkins
County, Texas, with saidterminus point being approximately 0.2 miles east ofthe

intersection ofHopkins County Road2309and StateHighway 11 . Saidproposed
roadclosurebeingmarkedasCR2309onthemapattachedhereto asAttachment 1 .
(b)

In2008, or within two (2) years after all mining andreclamation hasbeen completed
west and north ofthe proposed closure section, whichever is later, TXU-Mining will
constructa newcountyroadsegmentwitha typical sectionas shownin Attachment
2. Saidnewcounty roadsegment will be ofsimilar alignment, location, and distance

as existed prior to mining andwill thereby reconnect previously open sections of
Hopkins County Road2309to the north and south-southwest, creating a continuous

road between FM 1870 and State Highway 11. In addition, TXU-Mining shall
resurface that portion of County Road 2309 which is not relocated pursuant to the
terms ofthis Order.

(c)

In lieu ofreconstructingthe county roadsegmentasit existedprior to mining
and described In paragraph (b) above, the Commissioners' Court of Hopkins
County, Texas, may, at its option, select a route for a roadway, with the approval of
TXU-Mining, which connects County Road 2307 with the northern portion of
County Road 2309 which remains open. The cost of the proposed roadway
connecting County Road2309 andCounty Road2307 to bepaid for by TXU-Mming
shall not exceed the cost of reconstaicting that portion of County Road 2309
describedinparagraph(b) above. Inthe eventthecostofsuchroadbuiltunderthis
paragraph (c) should be less than the amount required under paragraph (b), then
TXU-Mining shall pay the difference to Hopkins County. TXU-Mining shall agree

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to resurfacetheportionofCountyRoad2309whichliesNorthoftheportionclosed
under paragraph (a).

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(d)

In lieu ofreconstructing the county road segment asit existed prior to mining
and described in paragraph (b) above, the Commissioners' Court of Hopkins
County, Texas, may, at its option, apply the funds, ofwhich TXU-Mining would be

P2 of 31

 YEAR
.

'018

IMST t
5709 PA6E 94 OF 135

responsible for reconstructing that portion of County Road 2309, for the benefit of
a proposed roadway connecting County Road 2307 on the south and Interstate

Highway30 onthenorth. Thisproposedroadwayhasnotbeenfinally determined
asto itscourseorin anywayapprovedby anygovernmentalauthorities. Intheevent

the Commissioners' CourtofHopkinsCounty, atanytimeprior to the cessationof
mining and reclamation, has not chosen either of the alternatives outlined in

paragraphs (b) or (c), the saidfimds necessary to relocate County Road 2309 may be
usedbytheCourtforthepurposes ofthisproposed roadway. IfTXU-Mining should
ownanyproperty alongtherouteofthisproposedroadway,it will cooperateanduse
its best efforts to provide right-of-way for the completion ofsaid road, taking into
account its effect on any future proposed mining area and its ownership of any
property lying on suchright-of-way ofthe proposed roadway.

(e)

The selection of any alternative under paragraph (b), (c), (d) shall relieve TXUMining from anyobligationundertheremainingparagraphs, except its commitment

underparagraph(d)to assistinprovidingright-of-wayfortheproposedroadway.
FT IS FURTHER DETERMINEDBY THE COMMISSIONERS'COURT that the
interests ofthe public and affected landowners have been protected.

Upona vote, all voted"aye",andnonevoted "no",andtheCountyJudgedeclaredthe Order
passed, approved, and adopted as ofthe 14th day ofJanuary, 2000.

SIGNED,ENTEREDandORDEREDFILEDofithisthe 14th day ofJanuary, 2000.

letis Millsap, Couriy'Judge
ATTEST:

K)^AJL>
Debbie Shirley

, CAmty Clerk

<S3^ TRUE AND CORRECT

CC^\COPY OF ORIGINAL
S'')-.J!:ILED IN HOPKINS
/ i".i~>] !NTV Cl FPK'S QFF'C^

 .

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a.

""5709 PAGE 95 OF 135

CLERK'S CERTIFICATE
r

THE STATE OF TEXAS

I

COUNTY OF UOBKINS

It

I, DEBBIE SHIRLEY. County Clerk and Clerk of the Commissioners' Court
of Hopkins County, Texas, do hereby certify that the above is a true and
correct excerpt as. taken from the minutes of the Commissioners' Court sitting
in session on the 11th day of January, 2000 and recorded In the Minutes of
the office of the County Clerk of Hopklns County, Texas.

COUNT?

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P4 of 31

 YEAR
201S

-.!.

IMST i
SPOT F'ASE. 96 OF 135

^"ar

Attachinent 1

Proposed Road Closure

Hopkins County Road S309
TXU-Mining Company
Sulphur Spri

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f.

21'-0"

ONE COURSE SURFACE TREATMENT^

TO'-O" .,.
6" THCKNESS

FLEXIBLE BASE

WO"

COUNTY ROAD
0.02 FT/FT

EXISTING
GROUND
. FOR FILLS OVER 10-IN HEIGHT

EXISTINGGROUND

HALLSECTION CUT

HALF SECTION FILL

TYPICAL SECTION
NOT TO SCALE

MONTICELLO THERMO
SULPHER SPRINGS.TEXAS

TYPICAL COUNTY ROAD SECTION
IS

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2,
(jA

DR. BY:

IAPPRQVM :

TXU MINING
IntTF-

 Exhibit P - County Road 2307, County Road
2309 Order and Agreements

YEAR
2018

INST *

5709 CA6E 98 011

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STATE OF TEXAS

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AGREEMENT

135

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WHEREAS, theCommissioners' Court ofHopkins County ("the Court") meting ina^Special

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Sessionon Januaiy 14, 2000, consideredandapproved therequest ofTXU-Mining to close a portion
ofCounty Road2309,whichwasdescribedintheOrderissuedon(he samedateby the Court ("the
Order"); and
WHEREAS, contained in the Order issued by the Court were three (3) options regarding the
reconstruction of a roadway by TXU-Mimng; and
WHEREAS, the Court and TXU-Mining have agreed upon the selection of an option for the
reconstruction of a roadway as outlined in the Order issued by the Court;

NOW, THEREFORE, the parties agree as follows:

(1)

The Comnussionera' Court ofHopkins County, Texas, has selectedthe option for

reconstruction of a roadway outlined in that Order of the Court dated January 14, 2000, and said

optionbeingdescribedasfollows:
In2008,orwithintwo(2) yearsafterall miningandreclamationhasbeencompleted
westandnorthoftheproposedclosuresection,wfaicheveris later, TXU-Mimngwill
constouct a new county road segment with a typical section as shown in Attachment

2 (as shownin theCourt'sOrder). Saidnewcountyroadsegmentwill be ofsimilar
alignment, location, and distance as existed prior to mining and will thereby
reconnectpreviously opensectionsofHopkinsCounty Road2309to thenorth and
south-southwest, creating a continuous road between FM 1870 and State Highway

11. In addition, TXU-Miningshall resurface that portion of County Road 2309
which is not relocated pursuant to the terms ofthe Order.

(2)

That upon the selection of this option by the Court, TXU-Minmg shall have no

responsibility with regardto either ofthe othertwo (2) options contained in the Court's order dated

P7 of 31

 YEAS
2018

INST t
5709 PAGE 99 OF 1. 35

January 14, 2000. The parties agree that upon the constmction of the new county road as described

above in Section 1 and acceptance by the Court, TXU-Mining shall have complied with the
requu-ementsofthe Court'sorderdatedJanuary14, 2000.
(3)

This Agreement shall be considered effective upon the approval by the

Commissioners' Court ofHopkinsCounty, Texas.
This Agreement entered into the 28th day of August, 2000.

CletisMillsap, CountyTBSge
Hopkins County, Texas

TXU-Mining

hnr^f

Title: Mine Manager - Monticello

P8 of 31

 YEAR
2018

I N31 ^

5709 PnfiE tClO OF 135

1~ ;-l

ORDER
THE STATE OF TEXAS *
COUNTY OF HOPKINS .

7'7S^ r;;2: %

BEITREMEMBEREDthattheCommissioners'CourtofHopkinsCountymet in Regular
SessiononSeptember 10,2007, afternoticeofthemeetinghadbeenposted intheform, mannerand

placerequiredbylaw,witha quorumofitsmemberspresentandparticipatinginthemeetingwhen.
among other matters, the following came on to be considered, and action taken thereon, to-wit:

Came on to be considered, the request of TXU Mining Company LP ("TXU") to close,
abandonandrelocatea portionofa certaincountyroadlocatedinHopkinsCounty, Texas,saidwork
being more particularly described as follows:

(1)

Beingidentifiedas a portionofHopkinsCountyRoadNo.2307andbeginningat a
point alongsaidroad,approximately 0.42 miles northoftheintersection ofsaidroad

andStateHighway11 . Thence,(romsaidbeginningpoint,andalongsaidproposed
closure section, traveling in a north then westerly direction for a distance of
approximately 1.2Smilesto thetenninus pointoftheproposed road closure. Said
proposed road closure being marked asa dotted line on the map attached hereto as
Attachment 1.

(2)

Asa conditionfortheclosure, abandonmentandrelocationofa certainportionof
County Road No. 2307, TXU shall, at its expense, construct an access road to

provide accesstoa property ownedbytheCityofSulphurSprings, Texas, saidroad
beginningata pointonCountyRoadNo.2309atthepointwheresuchroadbecomes
a public road pursuant to that Order of this Court dated January 14, 2000, and
continuing westward to saidproperty, as shown on Attachment 1.

(3)

TXU proposes that in2013 or within two (2) yearsafter all mining and reclamation
hasbeencompleted in theproposed closure section, whicheveris later, TXU will

construct two(2)newcountyroadsegments identifiedonAttachment 1 asProposed
County Road No. 1 andProposed County Road No. 2, with the typical section as
shown on Attachment 2.

After consideration ofsaid request and hearing remarks from TXU and interested citizens
from within the county, upon motion duly madeby Commissioner Burke Bullock
and

seconded by Commissioner Don Patteraon , the following Order was adopted by the
Commissioners' Court ofHopkins County, Texas, to-wit:

IT IS,HEREBY,ORDEREDBY THE COMMISSIONERS'COURTOFHOPKINS
COUNTY,TEXAS:
ITiat the following described portion ofllopkins County Road No. 2307 shall be closed.
abandoned and relocated as follows:

P9 of 31

 YESK
20'lS

(1)

INbt

:?

5709 PAGE 101 OF 135

Being identified as a portion of Hopkins County Road No. 2307 and beginning at a
pointalongsaidroad,approximately0.42milesnorthoftheintersectionofsaidroad

andStateHighway11. Thence,fromsaidbeginningpoint, andalongsaidproposed
closure section, traveling in a north then westerly direction for a distance'of
approximately 1.28 miles to the terminus point ofthe proposed road closure. Said
proposed road closure being marked as a dotted line on the map attached hereto as
Attachment 1.

(2)

As a condition for the closure, abandonmentandrelocation of a certain portion of
County Road No. 2307, TXU shall, at its expense, construct an access road to
provide accessto a property owned bythe City ofSulphur Springs, Texas, saidroad
beginningata pointonCountyRoadNo.2309atthepointwheresuchroadbecomes
a public road pursuant to that Order of this Court dated January 14, 2000. and
continuing westward to said property, as shown on Attachment I. Prior to
completion of such access road, TXU shall, at all times, provide gates and keys to

thosepersonsor entitieswhichshall needaccessto theproperty ownedby the City
ofSulphurSprings,Texas.
(3)
r

TXU proposes that in 2013 or within two (2) years after all mining and reclamation
has been completed in the proposed closure section, whichever is later, TXU will
construct two (2) newcounty roadsegments identified on Attachment 1 as Proposed

County RoadNo. 1 and Proposed County RoadNo. 2, with the typical section as
shown on Attachment 2.

IT IS FURTHER DETERMINEDBY THE COMMISSIONERS'COURT that the
interests of the public and affected landowners have been protected.

Upona vote,all voted "aye",andnonevoted "no",andtheCountyJudgedeclaredtheOrder
passed, approved, andadopted asofthe 10111dayofSeptember, 2007.
SIGNED, ENTERED and ORDERED FI

fhisthe 101b dayj>fSeptember.2007.

^
s Millsap.
Millsap, CountyJu!
ATTEST:

, County Clerk

P10 of 31

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5709 F'nSE Wt Qf 135

NOTICE OF REQUEST TO

CLOSE,ABANDONANDRELOCATE

A TOUNHROADINHOPKINSCOUNTy.TEXAS
NoticeisherebygiventhatTXU MiningCompanyLPhasrequested theCommissioners'

coyrt °fHOPlans Coimty, Texas, to close, abandon andrelocate a segment ofCounty Road No.

2307. Thisrequest will beheardbytheCommissionera'CourtofHopkinsCounty, Texas,in a

regular session on the 1011'day ofSeptember, 2007, at 10:00o'clock a-m., in the Commissioneis'

Courtroom located in the Hopkina County Courthousc. A copy ofsuchrequest ison file in die

OfficeoftheCounty ClericofHopkinsCounty, Texas,andmaybeinspected byanyinterested

person. As a result ofclosing, abandoning and relocating saidsegment ofsaid county road, no

pereonwill be left withoutaccessto theirresidenceor lands.

Notice given this 1S*dayofJuly, 2007.
TXU Mining Company LP

B. )C U^. Jf0K^hyWootten,Attorney

r

RUSSELL& WOOTTEN, P.C.
P. O. Box 1135
Mt. Pleasant,Texas 75456-1135
Phone; (903)572-3653

FAX: (903)572-7442

STATE OF TEXAS
COUNTY OF HOPKINS

BEFORE
Scott Keys

ME. die undereigned authority, on this day peraonally appeared
^PublisheroftheSulphurSpringsNewsTelegram, anewspaperofgeneral

circulation in Hopkins County, Texas, who, beingby me duly sworn upon oaA, says that the
foregoingnoticewaspublishedinsaidnewspaper,bearingthedateof August 12 , 2007.

-s^
SUBSCRIBED AND SWORN TO BfiFORE MEon the

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sf

'2007,tocertifywhichwitnessmyhandandofficialseal.
BUn.EH
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_, Publisher

13 dayof August

NOTARYVUBUC,STATEOFTEXAS

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P13 of 31

 Exhibit P - County Road 2307, County Road

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2018

2309 Order and Agreements

^QTICEOFREGULAR^SSISSQ
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5709 F'ASE 105 OF 135
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FILEDFORRECORD

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COUKTY CLERK

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Tbo CounT'a Cl flnMflr<^tt(iHBtr*ftm^"tpUi

4) Ottwc County Butoau.

0

TlK CourtToConatdwApprovingA TNXAbatouwuPoUcy.

U> JIuCoutTB Aa^poitttIyAwwTh^Clemn. AlMndmaBit AndRaleaulnaOfA Slrttun OfCOBUyRoadNo. 2109And
To CmuUa AadFo-aily AWKW The Conttwtioa Anil Accoptoaw OfA Ralowtlui OfCounvis<d230S.BO 'nuCounToBiMau/Atd»<biyT«lMAatloaOa Aninnillng TluJnly 1,;

S)

The

iv) Tto Court To RjiwiiffMnntiily&ipwtB Foe O®BW.
Ceurt To CoBUddafBi*4aat Amnn^mmtii A^d litto ttcna Tmna&u.

g n»CounWnn^CoMld«^Ai[ i>Aa>OnPwaBaC»BU)«,
7) Tb» CourtTo CfwridwCtwtnwf.
8)

BovuBO«AiidBxp«iue»And?IiuaaIalSt«iaaaaa.

The Court Wm Can»Mnr And Act On Pmonnel Mattw.

») Tin CourtTBCoBlMMBtopo-lOfAltta^iwit.

10) TIr CourtTo ARpnwRmBtatioBaAaidPffoehunNttoui.
U) The Court To A^oum.

^'
tdrns MiLUiAt", ridUd 1' k j ubui>
Bonaao COUNTT, ISCAS

STATBOPTEBCAS X
COUNTyOTBOTKBNS X

I, Dttotolo Shlriay.Couaty ClericpfHopUiui Curunty,Taxan, do bcnbywsriifytfiat ttf aborts andfonigoinanctie* .w»»Sladla my
olBo»UlUlllB »" dayc"»ly. Mid «t lOWAM.
<31vM»uBdara8ybnad«od(w»Ittat»tt<a3"t«*ay*fJuly. 30lOut IO:OOA. M.

^My^A^J*Kl ^2ss

DEBAmaHAi-BY. 'CQ
Ho»au>t8 couNry,

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}(Jai3 £WM;» <-<-<- jVSniI . 3(lf . 03 SNISJf
P14 of 31

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INST {

5709 Pft6E 106 OF 135

VUL

u/\

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'33

f;l;

STATE OFTEXAS
COUNTY OF HOPKINS

BEITREMEMBEREDonthe26'bdayofJuly2010,therewasconducted a

REGULARPublicMeetingoftheHonorableCommissioners' CourtofHopkinsCounty.

Texas,ondie i" Floor, Commissioners' Courtroom, intheCourthouse, 118Chureh
Street,CityofSulphurSprings, Texas,forthepurpose oftransacting anyandall business

that may lawfully be brought before the same.
THE COURTMETAT:
10:00 A.M.

PRESENT:
CLETISMILLSAP
COUNTy JUDGE

BCTH WISENBAKER
COMMISSIONER, PRECINCT NO.T

BURKEBULLOCK
COMMISSIONER, PRECINCTNO. 2
DON PATTERSON
COMMISSIONER, PRECINCT NO. 3-

DANNYEVANS
COMMISSIONER, PRECINCTNO.T

CHERE GODBOLT
COUNTyCLERK

.

Deputy

ABSENT:

The meeting was called to orderbyJudgeCleris Millsap. JudgeMillsap offered
aninvocation andasked the court and audience tojoin him inreciting the Pledge of
Allegiance to The American Flag & Texas Flag.

TheCourt considered the following matters asposted and filed for Record in the
Office ofthe County Clerk on July 23, 2010 at 9:02 a.m. Judge Millsap Declared A
Quorum.

PIS of 31

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5709 PA6E 1. 07 OF- 1;;,5

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For The Record Commissioner Evans Came In At 10:15 a-m.
CONSENTAGENDA:

Upon motion by Commissioner Patterson, seconded by Commissioner

Wisenbaker andcarried unanimously. To Approve The Following Consent Agenda:
THE MINUTESFROMPREVIOUSMEETINGS
The Minutes ofThe Regular Meeting Held July 12, 2010, Commissioners'

Courtroom LocatedAt 118ChurchSt.,SulphurSprings,TX.
APPROVALOF UTILITYEASEMENTS,BURIALOFTELEPHONECABLES
ANDCONSTRUCTIONOFWATERDISTRIBUTIONFACILITIES
A Request From North Hopkins Water Supply Corporation To Install A 1" Water

MainAcrossCountyRoad3504LocatedInPrecinct3, A CopyIsAttachedHereto And
Made A Part Hereof. (Ex.1)

CITIZENSCOMMENTS
NOACTIONTAKEN

OTHERCOUNTYBUSINESS

TAX ABATEMENTPOLICY
Upon motion by Commissioner Bullock, seconded by Commissioner Patterson

andcarried unanimously. ToApprove A Tax Abatement Policy. A Copy IsAttached
Hereto And Made A Part Hereof. (Ex.2)

APPROVETHE CLOSURE,ABANDONMENTANDRELOCATIONOF A
SECTION OFCOUNTY ROAD NO. 2309 AND TO CONSIDERANDPOSSIBLY
APPROVE THE CONSTRUCTION AND ACCEPTANCE OF A RELOCATION
OF COUNTY ROAD 2309

Upon motion by Commissioner Bullock, seconded by Commissioner Wisenbaker
and carried unanimously. To Approve The Closure, Abandonment And Relocation Of A

Section OfCounty Road No. 2309 And To Approve The Construction And Acceptance
OfA Relocation OfCounty Road 2309. A Copy Is Attached Hereto And Made A Part
Hereof. (Ex.3)

P16 of 31

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iNgij _" .... " ",. ..^

5709 rftfifc 108 OF 135

r.". ur-

144

ORDER
THESTATEOFTEXAS *
COUNTY OF HOPKINS *

BE IT REMEMBERED that the Commissioners' Court ofHopkins County met in Regular
Session onJuly26, 2010, afternoticeofthemeeting hadbeen posted inthefonn, manner andplace
required bylaw, with a quorum ofitsmembers present andparticipating inthemeeting when, among
othermatters, thefollowingcameon to beconsidered,and actiontaken thereon,to-wit:
Came on to be considered, the request of Luminant Mining Company LLC to close,
abandon andrelocate a portion ofa certain county roadlocated in Hopkina County, Texas, saidwork
beingmoreparticularlydescribedasfollows;

(1)

Beingidentifiedas a portionofHopkinsCountyRoadNo.2309andbeginningatits
intersection with FarmRoad 1870andproceeding southwardandthenwestward for
approximately 0.6 miles. Saidproposed road closure being marked as a dotted line
on the map attached hereto as Attachment 1.

(2)

As a condition for (he closure, abandonment and relocation of a certain portion of

CountyRoadNo.2309,Luminantshall,atitsexpense,constructa relocationofthis
road to the west ofthe current road alignment, which will be approximately 0.75
miles in length as shown by the black biple line on the map attached hereto as
Attachment 1. The relocated section oftheroad will beconstructed according to the
attached typical cross section attached hereto as Attachment 2.

After consideration of said

citizensfromwithinthecounty,
and seconded by Commissioner

;uest and hearing remarks from I®iii}^^ii(/interested
qtioidyly(iy4e by Commissioner
.

ft WIIW . the following Orderwas adopted bythe

Commissioners' Court ofHopkins County, Texas, to-wit:

IT IS, HEREBY, ORDERED BY THE COMMISSIONERS' COURT OF HOPKJNS

COUNTY,TEXAS:
That the following describedportion of Hopkins County Road No. 2309 shall be closed,
abandoned and relocated as follows:

(1)

Being identified as a portion of Hopkins County Road No. 2309 and beginning at

its intersection withFarm Road 1870andproceeding southward andthenwestward
for approximately 0. 6 miles. Said proposed road closure being marked as a dotted
line on the map attached hereto as Attachment 1.
(2)

As a condition for the closure, abandonment and relocation of a certain portion of
County Road No. 2309, Luminant shall, at its expense, construct a relocation ofthis
P17 of 31

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013

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45

road to the west of the cuirent road alignment, which will be approximately 0. 75

miles in length as shown by the black triple line on the map attached hereto as
Attachment 1. Therelocatedsectionoftheroadwill beconstructedaccordingto the
attachedtypical crosssectionattachedhereto asAttachment 2.

IT IS FURTHER DETERMINED BY THE COMMISSIONERS' COURT that the

interests ofthe public and affected landowners have beenprotected.
Upona vote, all voted"aye",andnonevoted"no",andtheCountyJudgedeclaredtheOrder

passed, approved, and adopted asofthe 26'k dayofJuly, 2010.
SIGNED. ENTERED and ORDERED FIL

ris the 2St dayofJuly, 2010.

fc-^^u/V
TIetisMillsap, Count^Judge

?-J~<
.

^.m

i-i3>

w:v

T?
3>
I^t

, CountyClerk
-0
0

00
p
^1
w

 TEAR

2018

IMST ~t

5709 PA6E 110 UF 1. 35

013

! I, r-.

i 40

BEGIN PROJECT

COUNTY ROAD 5309

PRDPDSED RELDCATIQN
LENGTH =

END PROJECT

; s^
.R

THERHD MINE

HQPKINS CaUNTY, TEXAS
HDPKINS COUNTY RDAB 2309
PROPOSED BELDCATION

LUWWKT MixiNB wwmr u.c

P19 of 31

 1

60"
WWUUU REM OF Wf

24'
6' COUPACTCa tWS£ W/ TOMF COAT
,

-__-_ Z2'_

mit COURSE SWVMX TRMnCW

»!'

f>-

4'

uw

UNf

SHOP

VARIES

I- PEL

C3

CR 2309 - nPICAL SLCTION

CJ

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m

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.

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®

s,
w

-T!

 YEAR
201S

r

IMST t
5709 PA6E 112 OF 135

48

0 i3

07-19-10 A10:32

i\

NOTICE OF REQUEST TO
CLOSE,ABANDON AND RELOCATE
A COUNTYJ<QAD I&LHOPKINS COUNTY. TEXAS

Notice is hereby given that Luminant Mining Company LLC has requested the

Commissioners' Court of Hopkins County, Texas, to close, abandonand relocate B segment of
CountyXoadNo.2309. Thisrequestwill heheardbytheCommissioners' Court ofHopkinBCounty,
Texas,ina regularsessiononthe26°'dayofJuly,2010,at10:00o'clocka.m.,intheCommissioners'
Courtroom locatedin the Hopkins County Courtbouse. A copy of such request is on file in the
Office of the County Clerk of Hopkins County, Texas, and may be inspected by any interested
person. As a result of closing, abandoning and relocating said segment of said county road, no
person will be left without access to theirresidence or lands.

Notice given this 29IkdayofJune, 2010.
Luminant Mining Company LLC

By-J<^ [)^J^
Wootten. Attorney

RUSSELL& WOOTTEN,P.C.

P. O.Box 1135
Mt. Pleasant, Texas 75456-1135

Phone; (903) 572-3653
FAX; (903) 572.7442

STATE OF TBXAS <
COUNTy OF HOPKINS *
.

ME,

the undersigned authority, on this day personally appeared
^ Publisher ofthe Sulphur Springs News Telegram, a newspaper ofgenera)

circulation in Hopkins County, Texas, who, being by me duly-sffora vpon oath, says that the

foregoingnoticewaspublishedinsaidnewspaper,bearingthe^fiteof ._)VJ^JL\\
z

'-t_, 2010.
_, Publislier

c-^

SUBSCRIBEDANDSWORTSTO BEFOREME on the
2010,to certifywhichwitoessmyhandandofficial seal.
JIMBUTLER
Notary Public

\^

dayof 3l<\.
.

jS^K^-i

NOTARY PUBLIC. STATE OF TEXAS

STATE OF TEXAS
VyComm. El >. 12(18f2013

P21 of 31

 INST t
5709 PAGE 113 OF 135

YEAR

2018

.

( Ui

! 49

013
NOTICE OF REQUEST TO

CLOSE,ABANDONANDRELOCATE
A COUNTY ROAD IN HOPKINS COUNTS. TEXAS

Notice is hereby given that Luminant Mining Company LLC has requested the

Commissioners' Court of Hopkins County, Texas, to close, abandon and relocate a segment of
County RoadNo.2309. Thisrequest willbeheardbytheCommissioners' CourtofHopkins County.
Texas,

in

a

regularsession

on

the 261k day ofJuly, 2010,

at

10:00o'clock un., in the Commissioners'

Courtroom located in theHopkins CountyCourthouse. A copy ofsuch requestis onfile in the
Office ofthe County Clerk of Hopkins County, Texas, and may be inspected by any interested
person. As a result ofclosing, abandoning and relocating said segment of said county road, no
person will be left without access to their residence or lands.

Noticegiven this 29"'dayofJune,2010.
r

Luroiaant Mining Company LLC

By_ ^
.

Woottea, Attorney

RUSSELL& WOOrTEN,P.C.
P. 0. Box 1135
Mt. Pleasant, Texas 75456-1135

Phone: (903)572-3653

FAX: (903) 572-7442

CERTIFICATE

I herebycertifythattwo(2)trueandcon-ectcopiesoftheaboveandforegoingNoticewereposted

inandoned
thevicinity
ofCountyRoadNo.2309inHopkinsCounty,Texas,whichis'soughttobeclosed,
and
ab

relocated,

as set

forth in the

Request which

is,

un

Clerk ofHopkins County, Texas, onthis the 1stdayofJuly. 2010.

file in the Office of the

County

P22 of 31

 YEAR
2018

INST t
5709 PA6E 1U OF 135

013

RUSSELL & WOOTTEN, P. C.

50

ATTORNEYSAT LAW
P.O. 50X 1135
204 W SEVENTHSTREET
MT. PLEASANT.TEXAS754E8-1135
T?.. EPHONE

KEmnWOOFTEN

[S03. 572. 36S3

FJU

June 29, 2010

iflOS. S72., '442

'fl.

The Hon. Cletis Millsap

CountyJudgeofHopkinsCounty
118 Church Street

SulphurSprings,TX 75482
RE:

Request by Luminant Mining Company, LLC

Dear Judge Millsap:

On behalf of my client, Luminant Mining Company LLC, I am requesting that the attached
matter pertaining to the request by Luminant to close, abandon and relocate a county road beplaced

on the agenda for the meeting ofthe Commissioners' Court to be held on July 26, 2010. 1 believe
the infomiation contained in (herequest is self-explanatory, but, in the event you should have any
questions,pleasefeel fteeto contactme.
I appreciate your assistance in this matter.

Verytruly yours,

u)^
Kerrf' Wootten

KW/jmc

ec Doug Blevins
Luminant Mining Company, LLC

P23 of 31

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5709 PA6E 11. 5 OF 135

RUSSELL&WOOTTEN,P.C.

013

!5!

AT-ORa. eVBATUtW
P. O Bcxr^s
204 W. SEVENTHSTREET
MT, PLEASANT,TEXAS76456-r35
TELEPHONE

KERRY VbOOr-EN

(803) ?72. 3&5£
FAX
(903; 572. 744;?

June 29, 2010

TO:

County Judge and Commissioners' Court of Hopkins County, Texas

RE:

Request to close, abandon and relocate a county road located in Hopkins County, Texas

Gentlemen:

LuminantMining Conpany, LLC("Luminant") wouldshowthatithascoalandligniteleases
in Hopkins County, Texas. In order to conduct mining operations on this property, it will be
necessary to close, abandon, vacate and relocate a certain section of a public road in Hopkins
County. PursuanttoauthorityvestedintheCommissioners'CourtunderTexasLocalGovanment

Code, Sec.81.028(2) andTexasTransportation Code, Sec.251. 051, Luainant respectfully requests
the Commissioners' Court ofHopkins County, Texas, to allow the following:

(I)

Luminant requests the closure, abandonment andrelocation ofa portion ofCounty
RoadNo. 2309 in Hopkins County, beginningat its intersection with Farm Road
1870 proceeding southward and then westward for approximately 0.6 mUes. Said
proposed road closure being highlighted on the map aHached hereto as Attachment
1.

(2)

As a condition for the closure, abandonment and relocation ofa certain portion of
CountyRoadNo.2309, Luminantshall, atitsexpense,constructa relocationofthis
road to the west of the current road alignment, which will be approximately 0.75
miles in length as shown by the black triple line on the map attached hereto as

Attachment I. Therelocatedsectionoftheroadwillbeconstructedaccordingtothe
attached typical cross section attached hereto as Attachment 2.

Luminantrequesu thattheCommissioners' CourtofHopkins County, Texas,adoptandenter
anorderwhich closes, abandons and relocates the County Road identified in Item (I) above; and
(2) approves the construction of the relocation of County Road No. 2309.

Intheeventthereareindividuals livingon landsinthe\ icuiityoftheroadsforwhichclosure,
abandonmentandrelocation is beingrequested, no suchresident or landowner will bedeniedaccess
to their property.

-1P24 of 31

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5709 PA6E 116 OF 135

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52

Luminant would also show that the interests of the public and affected landowners will be
protected atall times bythe closing ofthis road.
Thankyou very much for your consideration in this matter.

Respectfully submitted,

LuminantMiningCompany, LLC

B. /^ U],J^-

I^nryWootten,Attorney

RUSSELL& WOOTTEN,P.C.
P. O. Box 1135
Ml. Pleasant, Texas 75456-1135

Telephone: (903) 572-3653

FAX:

(903) 572-7442

State Bar Card No. 21993600

-2.
P25 of 31

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:'dlg

INST t
5709 PAGE 11. 7 OF 135

s. '-^i^'y* '. '^:'.;.'. .

013

;5S

BEGIN PROJECT

\

T!i

'-\

COUNTY RDAD 2309

PROPOSED RELDCATIDN
LENGTH = 0,75 MILE

END PROJECT

JHERMD MINE

HDPMNS COUNTY. TEXAS
HOPKINS COUNTY RDAB 5339
PROPOSED RELOCATIDN"
LUWNANr H1NINB CDMPANY LU:
WfT
B»

P26 of 31

 "I

60'
UIMUIM RIGHT (y Wff

24ECUMVBIBASE
6" CXWACVff
BASE H/ IWK OMT"
22'

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"-'. ".'. ^.... afeliu;-. !..;<.»" . ii. ..
.

^.. ^-y^*U

uaepcndenu Day holiday. The
-neeUag will bt moved to noon

a] Hni ftmbyuilah Oiuicb,
:ollcge St QiB 9(0-243-4377

. BuUdlng,1331SoBthBroadway

1^&

;.-*:'^-"-<^i-'"'
- . i. n. iillfi-Ul. gtUtUUJ

at S p. m_ at 468 SlumoiTlloaj",
Suite 1 B, behind Qiiaa House;
OBJuly 12In the Edward Jones Call MlckeUc 903-348-i865 and

A& GROUPofAJccUics
lymoiu beginsat7 p.m. Sue-

INSI' *
5709 PAGE 119 OF

«4L

013

.

!. \'»

!55

Kcny903. 88W184.

ORAHTUDEAUNONGnup

. CHBISTIAN QSrWVSSj Sca- wtta^Moudaynlglittn'8 p.m. u
sioiu an held Moadavs at 6:30 the Fnabytenan" Ctiiucl!, 302
;N LANGUAOBinuipren- f-m. n St.Janws.CadmlicCIiiireh, SouthOitinut St,to'WBnaboro..
formation.
.

t worahip arviccB, 11' ajB.

297 Tnuu St. All an invited to- Call 903-342-3011.

ws M east Baptist .Churek.

"come and iacreaac yoiir biowlHOPHNS COUNTY Anatoia"
03-S85-OM6.
edge aboutGod and"the CaltoUc Radio Club (HCARO'S Pablrc
- MmDLE-AOE to seaior Ctureh. " For mou Inforoatton,
inttnsled InfeUowship aul callDiuuAnmat903-6W-WS. mfonoatioo netis every Monday
U 7 p.m. cm fnqueDcy 146. 68'.;
study are invited to the
PKA'ifES ON the Squiue, a Eveiyoae invited. F<amore infotBibleSiuriaySchoolQasa ccnuuiyuty-widc
praise, worslup niatlon, (aU 903-(a5-84<0 or visit
. Bapist Omich at 9>tSiun.
and pmyor scrrice, will he hosted

uais broadcastat 9:45 a.rn.
, 5 on KSSTnullo.

wwwJcSmung. '

each Monday at 6 p.ro. on thi
"K1VTTNQ, CgOCHETINO
dowawwB (quare. 'Bi.eie wffl be and TkBiag" an tausHt ovciy
ainglngami music.All aniinited Mondayat I pa. byBc&yLanilca

'OHOUCS
ANONY.
; NewLifeOraup meets al toJoin in (he weekly payer wad
Senior"Cl&uuCoiter(150
foropendiscualon at468 praisefdtowaUp.PiayWwilibe itthe
MUCJr.
Drive). AIao BOABD
w Road, Suite 11B, locat- offeredfor city, couniy, slateaBd
GAMES
an
alsoheldMondays M
lidChiaaKoiuc. Nomnk- fedcnlofficial?,aswellasdunuldl MickeUc 903-348-5865 Itajy. scliools, bualnosses and all noon.
/.RECOVBRY:YOU Am Not
iry903-S8S-6l84.
oUwn^Poi lafbnaatlou, contaci Alonal",a Oidniaa-bascdauppon
LanyFriday Sr.at 903-243-6863. group far addUctfouSi
Monday, JulyS
CANHHLP WBLCOMBS.tlu uigcr, grid. dlvoro. faarandoth-

.

I

KINS COUNTY Beaalifi- donation of recycled cell phones crlsauesofliftjnectefiom? c.m.
"regram Commitec meets and cell phone batttries'Bt. the toSp.in. MOndB}
icn Monday of themath CANHdp'Community Resource Claucli, MOOEastLoopMl'. DininHopUas County Coait- Cratw, S3 GilnuT St, on MOB- net ^W be wned al'&30
xcept lii inonlhs in which days and Wedaroiays from 10 Contact: 903-439-2016. .'
wUday on die finl Mm- fun. 10 3 p.m. Donations cm be
BIBtEDISGDPLEBible study
matlngs m dusennalla madn st oBw tlm»sifiiecMaaty.
will bo tdd at Como McihodiM
hold onfte 2nd Moiidty Qdl 903-885-9797 fcrnon laf
Quudi Mondays'at 7 pj n, CaU
Anyone Interested In
g a number or with coa-

matioa.

F 0 L L 0 WME !

903-488. 3541.

TEEN ORqU Pnuetsat 6 pa.
TUTORB^G/Mentoiiagftognm at Franyia National Bank In
a Lonl'sfcy aiuB!li,"806Rw.
>, corner of Maia aad

welcome to attmd. Far
ion, contact Wyvoiuw

ilaiiW3. 43W99'?.

naa St, »i0. b»'dfei6d ton 6;30 Bnadway sbuta. Cffl 903-342-

. MEETS the flnt Men- p.m. to 8 p.m. Mondays, Tuesdays

Ifl DSiDW. P'BRB tof lf» afQVB '""".
''. W.'W ot_«u!i>lur 8{rlng«
) are ttvBdab. a ircm TxOOT'a MuntolBBi BulMlna", T«8'K'mn^6a%
kt www. triot. oov and frem
n companiw st th» BXPMM ol aKniUryPrpfWialt murt b> .ubmMad in
m.
the tormjit of ttr prppnaBrihwt'Betiwt

8941. '

W.?rrt;Bf"awww^.w«fir»P«wiwui

No»»,limh)»Mft dayolJur,aio,
'Uminant WnlnjComMntU!

m*

pmgwain am dWB'pnof Iwton 11:00 a. ni.
fc^ConttfuakWt Olrishm. 200
'28,aHO»tttTdSutohur
3» D^._Af"l'>. TBUB 7fr0 4,
8piInfl»Municfpar Bulkifnfl/Otfioa'e/'thB
4ift-2MO.
twrtlnrv- Plftflw nwi &i) flanaral
CfficB(a); Paris OWrla, Diatriot
3U N; Main 8t. pM[8, T<MB. hlanmlhn»iii »diMloiu, firEity'»S
wlywnaxtedlnet'mfnBaranceoontrarte,

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Ro. Boxnas

.

'. nmir. va-TSfacS. """. lm"'tWSit (MWI. iindwarluni
n w6fi< ft- ue act out In conlraalr'Btop ^M'eantw'initBtftt'fht
lumenis and tha mtw mU b<
contract, TXDOT Bnsuma that
net t» tfiartninatw) flflahid an
i. ootar, MX o/'natHinni

iQQ% of

NVJTkTIONTOBID
cut* for lie1 emptoyBB heal)

wnctlt prpgnm; Tfis City eT

.

)ram

flf hindBd. P/opoptla wD) b<
t B^rtmblnaUon packafla of

pwiflcwlMU of0)9 Ifnrftadcfl tt bid.

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COUNTYROADINifOPKms'CQUNTr

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cowragB. The Oty wiTuu If

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[.wa.lXllM. ha. nl by luC. mmuwnri1
ciart°! H?l>!*"°°u*»T-i, 'in«i
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.

.

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copyol flucftrequMtlt o?
'opoaed rlll b< uniieer«). Cpunhous^A
nts inth»j5ffcaof_ths Coj flty Clerk o'
.

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lan. Propoaat padwB can be inapertttdtyanylniBrottad p<r8pn. 'Ai a
nsuli of oloalng and pbacdonfng u a

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pancn # 11 b« art wthcut aocaat B tftfllf
nskrncBorlafidi.

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nnm^AtUi
n., SBELL'tWOOTrEKf>&
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\fL Pleasant, "nuaa 7S4SB-'135
Pho-e: f803) r

Fu.'leoali

P28 of 31

 Exhibit P - County Road 2307, County Road
2309 Order and Agreements

.

ikflK

INS'!' ;

2018

5709 PAGE: i. 20 OF 135

OR?TGRANTING REQUEST BYLUMINANT MINING COMPANY LLC

TOTEMORARILYCLOSEAPORTIONOFHOPKWScbuNTYROAD*N'a2309
All. OFWfflCHISSHOWNANDDESCRIBEDON

EXHIBIT "A" ATTACHED HERETOANDMADEA PARTHEREOF

BE IT REMEMBERED, that the Commissioners Court ofHopkins County, Texas, met in

RegularSessionontheAldayof 1^2017,afternoticeofthemeetinghadbeenpostedin
the form, mannerandplacerequired by law, with a quorum of its members present and
participatinginthemeetingwhen,amongothermatters,thefollowingcameontobeconsidered,
andactiontakenthereon, to-wit. Thefollowing werepresent:

RobertNewsom,CountyJudgeofHopkinsCounty,Texas

^,ckeLB^'k^r' conunissi°"CT ofPrecinctNo. 1,HopkinsCounty, Texas
-Meodeu'conmisao°»ofPrecinctNo.2,HopUnsCounty,Texas
^^eB^ey, CommissionerofPrecinctNo.3,HoplansCounty, ~T»cas
)annyEvans,Commissioner ofPrecinctNo.4,HopkinsCovaty'. iexas

r

PursuanttopubUshedagendaofsaidmeeting.Commissioner r\&Y_<»_ G>At.l.\
offeredthefollowingresolution andmoveditsadoption,whichwassecondedbyConnnissioner
.

lya. -C^i

"s- r- il&-»r^<;,

toivit:

, WH?REAS-. LUM?)ANTMD?NGCOMPANYLLChasceasedmiringoperationsand
^u?12^'n
-closmgofthis portion°fHOPlT CountyRoad'No72309'wiU protectr^iant
SCompany's Thenno Mine
tosed^itsminethat islocatedinthevidnity ofHopkins CountyRoadNo. 23097"TSo"
and other property, and will
support

1;

JVHEREAS! &etemp<M'ary closurewiU be/°r

a

all activities relatedlo1

period of approximately 3 years

theHopkins County Road2309relocation iscompleted; and"

or

untU

w!ffiREAS'..LUMINANTM!NINGCOMPANYLLCis^viUiagto,atitssolecostand

p!°se'temporanly closeHopkinscountyRoad 2309,atthelocationasshownonixhibi'f^
.

f; and

Z'HKIUSAS',ae Portio°~ofHOPl^-Comty-Road-No^309&at"is to~b7tanpoiml'
closedhasnothrough-trafficanddead-endsattheTTiennoMine;aud'

P29 of 31

 YEAR
2018

INS)- 4
5709 PACE 1. 21 OF 1;

^^s^^s^^^^y^
.

S ^s'-?eHopkms county Commissioners Courthasdetenninedthatthereis.

NOW,THEREFORE,BEITRESOLVEDbytheCommissioners CourtofHopkins
County,Texas,thattheyareinagreementwiththeproposedtemponayclosureofHopkms
CountyRoadNo.2309,andhavenoobjectionstothetemporalclosureofHopkinsCounty
RoadNo. 2309, as shown on Exhibit "A".

Uponvote.allvoted"Aye"andnonevoted-Wo",andtheCountyJudgedeclaredthe
Resolutiondulyadopted.
Theaboveandforegoingistrue andcoirect.
r

^^-

Vewsam,Coi

HopkinsCounty, Texas

I,DebbieShirley,CountyClerkofHopto County,Texas,andexofficioclerkofthe

CommissionersCourtofHopkinsCounty,Texas,doherebycertifythattheaboveandforegoing
isa trueandcoirectcopyoftheResolutionadoptedbytheComnussionersCourtofHopkins
J^mity, Kxas.ata regularsessionofsaidCourt,heldandconductedonthe ^day of
L,2017,asthesaneappearsintheminutesthereof,andthatsaidResolutionhasnot
beenamended, revoked, orrescinded.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this ^ day of
_2017--"-- ---

DebbieShiriey,HopkinsCou/tyClerk

P30 of 31

 .- ., 


FREE 122 

I. ..Monticello Mine Closure

SCALE

 

 

 

03Il4i2017
I'll

 
  

Luminant

. CR 2309 Closure

Prop

 

 

 

P31 0f3l

 



1200 500




a.


 

 

 

  

ExhibitQ - Temporary Private Road

YEAR
"-11. "

Crossing Agreement

INST i
5709 PAGE 123 OF 135
ReferenceNo, 09-571

r

TEMPORARY PRIVATE ROAD CROSSING AGREEMENT

THE KANSAS CITY SOUTHERN RAILWAY COMPANY ("KCS"), a Missoiiri
corporation, andLUMINANTMININGCOMPANYLLC, a Texas Limited Liability Company, to be

addressed at P.O. Box 1636,Mount Pleasant, Texas 75456 ("USER") agree this 17'"dayofMay, 2011, as
follows;

RECITALS

A. KCS is a Missouri corporation operating as a railroad in interstate commerce;
B. USER is a company desiring access to property located adjacent to KCS's right-of-way near

Sulphur Springs (Hopkins County), Texas, for purposes of a temporary road crossing for temporary
access for heavy equipment to haul coal from USER'S mining area and perform other mining-related
activities, which activities are sometimes hereinafter referred to as "Use"; and

C. USER,for its convenienceandnotasa matterofrightor necessity, seekspermissionto cross
KCS s right-of-way and tracks near Sulphur Springs (Hopkins County), Texas (Greenville Subdivision),
near KCS Mile Post 136. 1 for a private road crossing ("Private Road Crossing"), said Private Road
Crossing sometimes hereinafter referred to as the "Crossing", as shown on Drawing No. 09-571, dated
03-4-2011 and approved 05-16-2011, a copy of which marked asExhibit "A" is attached and incorporated
into this Agreement herein by reference; and

D. KCS is willing to grant USER a revocable license to cross KCS's right-of-way and tracks at
the Crossing under the terms and conditions of this Agreement.
Section 1. GRANT

KCS herebygrants USERthe right to maintain, accessanduse the Crossiiigin accordancewith
the terms and conditions of this Agreement. The use granted herein shall be for private use access by
USERandshall not beallowedbyUSERto becomea crossingopenforpublicuse.
Sectiou2. COST AND PAYMENT

2. 1
Regardless of who supplies the materials or performs the work, USER shall be
responsible for all costs, expenses, fees, fines and taxes arising out of the construction, operation, use,
removal and maintenance of the Crossing.

2. 2
The preliminary budget estimate ("Estimate") for the Crossing, a copy of which is
marked as Exhibit "B," is attached and incorporated into this Agreement herein by reference. KCS's
design for the Crossing as set forth in the Estimate is described below:

Forty-eight foot (48') fall depth timber surface installed, signs, vegetation clearing, and
removing of surface and signs, including new control bungalow with train detection

equipment, two (2) flashing lights with gate arms, two (2) stop signs with blinking
LED's, video smveillaiice system, remote train detection system at the TUGCO power
switch located west of the proposed crossing, and gated private gravel road for KCS
access only from CR2309.

2.3
USERshall, atthe time ofexecution ofthisAgreement, payto KCStheestimated project
cost set forth in the Estimate ("Estimated Project Cost") of $671, 686. 00. Should KCS complete

- Page 1 of 11-

 YEAR
2018

INST *
5709 PA6E 124 OF 135
ReferenceNo. 09-571

construction for less than the Estimated Project Cost, KCS shall rcftind the difference to USER within

ninety (90) days of completion of the Crossing. USER acknowledges that the Estimate is based on

current prices as of the date shown on the Estimate, and that delay in proceedingwith IheProject could

alterestimated costs. ShouldKCSdetermineill goodfaiththattheactualcost to install theCrossingwill
exceedthe EstimatedProject Cost by more thantenpercent (10%); K.CSshall promptly notifyUSERof
suchdetermination in writing. USERshall havethe right to terminatethisAgreementby notifying KCS
of its decision to terminate within three (3) days ofUSER'S receipt ofKCS' notice. IfUSER terminates
the Agreement as authorized by the immediately-preceding sentence, KCS sliall immediately discontinue

theworkcalled forby theAgreement, doingonly suchfurtherworkasis necessaryto repairanydamage
to KCS' track or right ofway caused by work under the Agreement. Within ninety (90) days of USER'S
notice to terminate tile Agreement, KCS shall complete a final accounting of the amounts expended to
perform work called for prior to USER'S termination of the Agreement (including all work described in
the immediately-precedingsentence), andwill provide a copy ofthat accountingto USERandwill remit
to USER the difference (if any) between the amount shown in that accounting and the Estimated Project
Cost. If USER does not so terminate this Agreement, KCS sliall submit a written invoice to USER
documenting KCS's additional costs and USER agrees to pay such additional costs. If USER terminates

this Agreement either pursuant to tliis Section 2. 3 or for USER'S failure to obtain permits as provided in

Section3. 1 andKCShasorderedmaterialthatis not usedfortheCrossing,K.CSshall,at its option, either
(i) credit the actual value of ail such materials to the amount to be remitted to USER or (ii) deliver the
material to a mutually agreeable location.

2.4

K.CS shall invoice USER monthly for the maintenance expense KCS incurs to maintain

the Crossing and provide reasonable supporting documentation. USER shall remit said maintenance
expensewithin thirty (30) days ofreceipt ofKCS's invoice.

2. 5
KCS shall coiltact USER prior to incurring any expenses for upgrades, enlargements,
renewals, or improvements to the Crossing so that USER may determine whether to terminate the
Agreement. If USER does not elect to terminate the Agreement, USER shall be responsible for the

reasonable expenses for Ihe upgrades, enlargements, renewals, or improvements to the Crossing. KCS
shall invoice USER for such reasonable expeiises upon completion of such upgrades, enlargements,
renewals, or improvements to the Crossing and shall provide reasonable supporling documentation
USERshallremit saidinvoicedexpenseswithinthirty(30) daysofreceipt ofKCS'sinvoice.

2.6

Upon termination ofthis Agreement, KCSsliall invoiceUSERfor the Crossingremoval

expense as provided below and provide reasonable documentation to USER. USER shall remit said

removal expensewithinthirty (30) daysofreceiptofKCS'sinvoice.
Section 3. KCS WORK

3. 1
KCS shall install and maintain a forty-eight foot (48') wide at-grade full depth timber
PrivateRoadCrossingbetweentherails andto theendoftheties, andinstall andmaintainontheright-ofwaysignsprovidingwarningoftheexisteiiceoftheCrossingandoftheneedto stop, lookandlistenprior
to entering the Crossing. KCS acknowledges that USER must acquire certain permits prior to
commencement of activities onUSER'Sproperty aud that KCS shall coordinate its Crossing construction
activities with USER'S project manager at 903-439-1414. USER acknowledges that, ill order to avoid

delay in construction ofthe CrossingonceUSERobtainstherequired permits, KCSwill place ordersfor
materials for tlie installation of the Crossing (including signal materials) upon execution of tliis
Agreement, and that USER will be responsible for (lie cost (including delivery to site) of the materials
even if USER fails to obtain the required permits.

-Pagc2ofll-

Q2 of 12

 YEAR
MIS

IMST t
57(19 PClSE

25 OF 135

Reference No. 09-571

r

3.2

KCS will install and maintaiii gates witll supplemental warning lights as indicated on (lie

Estimate.

-_""llcut alld mai"tain vegetation in all four (4) quadrants to the edge ofKCS' right
of way to KCS staiidard, maintain the crossing surface from cnd-of-tie to cnd-of-tie, and maintain
.

crossing warning devices. KCS will coordinate its vegetation maintenance activities with USER to

ensure minimal disruptionofUSER'Suse ofthe Crossing by providing five (5) days advance notice to

USER at 903-439-1414. KCS will, to the extent practicable, advise USER in advance at 903-439-1414.

ofplanned signal maintenance activities, but USERacknowledges that signal maintenance activities can
occur twenty-four liours per day virtually every day of the year, and tliat even scheduled maintenance is
subject to last minute alteration due to unplanned signal maintainer needs at other locations. KCS will

coordinate with USER any activities which result in blocking the roadway to test the gate mechanisms or
which involve temporary deaclivation ofsignal equipment.

3.4

KCS shall, following the termination of this Agreement, remove tlie Crossing surface

between therails andto theends oftheties andremove thecrossing warning signs from theright-of-way
within ninety (90) days of termination. KCS will not be required to remove underground cables
connecting to above-ground equipment. KCS may elect to either (i) retain all or some of the materials

removed from theCrossingor (ii) placetlie removed materials at a USER-designatedpoint onUSER'S

property adjacent to K.CS' right-of-way for final removal by USER. IfKCS elects to retain some or all of

the materials removed from the Crossing,KCSshallpayUSERfifty percent (50%) ofthecost ofthose

materials as estimated on the attached Estimate.

3. 5

Upon .opening of the Crossing, KCS shall remove the crossing surface between the rails

a:^^t l°Ji^ end.?.fJllat <hc curre"uy-existing private crossing located at approximately milepost
135. 94. USER and K.CSR agree that any existing private crossing agreement for the currently-existing

private crossinglocatedatapproximately milcpost 135.94shall beterminated thereby.

3.6 Duringthe KCS Workas specifiedin this Section3, KCSshall provide protective services

(flagging)to safeguardtile railroadoperationsandproperty.
Section 4. USER WORK

4. 1

USER shall design, construct and maintain the road and approaches for the Crossing,

Deluding grading, and install all structures and facilities necessary to maintain the existing drainage,
including installation ofdrainage pipe to maintain adequate flow at theKCS ditch line. AU approach

surfaces shall beconstructed andmaintained ofa material that will not wash offor clog the ditch lines,

andwhichwillprovideadequatetractionovertheentireright-of-way. Theroad,approachesanddrainage

facilities must be constructed in such a manner as to avoid any damage to KCS's embankment, roadbed.

signal systems and tracks. The road approaching on each side of the track will, to the greatest extent
possible, bebuilt to the samewidth asthe Crossing andata 90"angle to the tracks. Eachapproach must

beconstructed andmaintainedtoforcewaterawayfromtrackbutallowingnomorethanthreeinches(3")

ofdownwardchangein elevation within thefirst thirty feet (30') from thencarest rail withintheCrossn
surface.

""" ?"°r .to il»yconstr"t;tion, maintenance or approach removal activities onKCS'sright-ofl/ay', ^S.BR sh.a11' l"l!ess. othCTWlse aereed to '" writing by KCS and at KCS's sole discretion, provide
five (5) days advancenotice to KCS at 816-983-1892.

^4. 3
USER shall remove all trees, vegetation, buildings and other improvements from
USER'Sproperty within 100feet ofthe track to a distanceof 1320feet along the track in eachdh-ection
-Pagc3ofll-

 YEAR
Wig

INST .t
5709 PnuE 1. 2o OF 135
ReferenceNo. 09-571

^"-:fhe ro'ldway °" eilch side 0! the track that may interfere with the ability ofpcrsoiis using the

crossillgto sccaPProat:hi"g<rai"sor the crewofthe train frombeingableto seeapproacliine'vehTcles"

KCS ACKISOWLEDGESTHAT USER HAS ADVISEDKCS THAT USER'S PROPERTY ONLY
EXTIENDS FOR 7m FEET I'1ROM THE CROSSING ALONG KCS'
RIGHT OF WAYiN'THE

NORTHEAST QUADRANT.

4.4

USER^shall regularly inspect the Crossing to ensiire that the Crossing surface and

ST-ilc^s are,i", a sa,fecondition>thatallwamingsignsbothonandoffoftheright-of-wayareinplace

andlegiblc^and thattheline-of-sight hasnotbeenobstructed. USERshall immediately notifyJCCS!in
writing ifUSER'Sinspectiondisclosesanyunsafecondition.

.,4:5.. ., upo" the terminalio". of this Agreement, USER shall remove the roadway and
approachesto(lieCrossingandreturnallportionsoftheright-of-wayoccupiedbytheapproachesto their
naturalcontour,butUSERshalHeaveinplaceanydrainagestructuresandotherimprovements'
to continue adequate drainage oftheright-of-way ornecessary to protect the embankment.

,.- "";,S

BeforeUSERbeginsactivities specified intheSection4.2,USERshallcomply withall

"one-caIF'jcquirements foroblaining identification andlocation ofall utility installations witliin the area

where USER'Sactivities will beperformed.

4.7 Upon opening of (lie Crossing, USER shall permanently barricade (at least 25 feet from
neM'est^rail^and remove the approaches to the cun-ently-existmg private'crossing located'at

approximatelymilepost 135.94totheextentapproachesareonUSER'SorKCS'sproperty.
Section 5. USE

. . USERi"ldits empi°yecs an<iinvitees mayonly iisetheCrossing whenit is safeto doso.
andthenonly for thepurpose ofproviding ingressandegrcss fortheUSER,the USER'Semclovees. and

°ther:Invitees, of. lheUSER' USERslla11.'.a"dsl'a" i"stnlctits employees andmvitees, ''to"stop'arposted

,

locations, look in both directions and listen before proceeding across the Crossing. USER and its

employees aild invitees should only proceedacross the Crossingif it is safe to do so° USERsha'Hnot

perm"tlle. l'se°fthc crossinsat anytimewhenUSERhasknowkdge thattheCrossingis-ui7safe'feri

reason. Without limiting the foregoing, USERshall not use the Crossing or permit"othcrs"to use'the

<_°ssi"8_alany t;mcwlle" locomotives, carsorotherrailmounted vehicles areoccupying theCrossingor
visible from the crossmg
be heard at the Crossing" USER
shall not permit usage of the Crossing by the general publFc or aiiy tlih:d-party~oth'er~thaaaUSER''s
moym g. towi'rdtl'e. crossing, £md

are

or

can

employees or invitees without KCS- express prior'written consent. USERwill not start across'crossinE'if

red flashing lights at stop sign ortile flashers/gates are flashing.

5.2

USERwill not cross with, drag or tow or allow its employees or invitees to cross with.
ye liicle, object equipment that could damage the rail' or'the crossing surface"No s'leel
cleated or non-dcated wlrcel or track is permitted to come in contact witli either"ml'"in"the crossTn
.,

oi^

tow any

or

surface.

Section 6. FLAGGING

At anytimeotherthanduring[heperformance ofthe KCSWorkdescribedin Section 3 hereof.
agging services provided by a KCS-qualified flagging contractor will be required whenever aaents.'

employees or equipment of USERor any ofits contractors or subcontractors slialfbe'WCTkinE"rt"the
rail for purposes other thansimpiy'crossingtri e'trac'k
'V.Itl, wenty-five feet (25') oftlie

crossi"g

lm .

nearest

in accord with this Agreement.

-Page4ofll/

Q4ofli2

 iT

1:"18

WSf t

57QQ F.ME 127 OF 135
Reference No. 09-571

r

Arrangements for flagging protection must be made directly by USER with a KCS-qualified
flaggingcoiltractor. CurrentICCS-qualifiedflaggingcontractorsiacludcthefollowing:
RPS - Railroad Protective Services

DaveSliaffer(904) 588-3433 Kylc Hawlhoni(318)218.1174

drsshaffcr(%aol. com

kb!]aw!horn(%aol. com

Patsy Crisafi (904) 813-9905
Dicrisan@aol. com

Railpros. Inc.

JenniferKazner (714) 734-8765, Ext. 116

JohnnyJohnson (949) 278-8637
johnnv. iohnsoiKSirailDros. com

ieunifer. kaznerft2railDios. ccun

USER should ordinarily provide at least one month's notice to the flagging contractor to have
reasonable assurance of the availability of flagging services. USER may also"obtain-acurrent"list"of

Railroad-qualified flagging contractors togetliei-'wiTh theiraddress and telephone numbers"fOT'flaegir

purposes^aUhe proposed site bywritten request, sent at least 30 (thirty) day's in advance, by US'imFfoT
e-mail addressed to:

Sri Honnur, P. E.

Bngineering Department
Post Office Box 219335
Kansas City, MO 64121 -9335
SHonnHr@KCSoHlhern. com

USER,
its agents, employees and contractors will clear the tracks when directed-to do so bv the
Thc prcsellce of lhe
flagga: win "°t relieve USER of its duty to keep all of-it's'agents7i
andcontractors clear ofthetracks whentrains arein dangerous proximity to the areawhere"cons7rwri'CTi''is

flagger'..

occurring. . ..

.

K,cs's, desig";ltio"ofa comPmy. or individual asa "qualified"flaggerorflaggingprovider
KCS's willingness to allow said individual or entity to provJdc"flagging°semces~on~KCS:s

property without furtlier proofof qualification, and shall not be construed as"an e°ndorsement"or other

TCrificat'o°"^fthe,
all purposes

(lualifications of. 5fr<l "agger
flagging provider. -A'irflaggcrs"contract"ed
^treated solely as independent contractors ofUSER', with no relationship to KCS'.'for
hereunder. The actions
inactions of the flagger shail be'construed"fort'airB
abililies

OT

or

or

urDO!

as the actions or inactions of USER.
Section 7. KCS USE

Kcs-reservesthe"glltto"sethecrossingandapproachesandtogranttotliirdpartiestheriglitto

use (lie Crossing^nd woachessolong as sucli use does not unreasonably interfere "withUSER'l'use
andeujoyment of the Crossing. USER shall not be responsible
liEibleforsuch-use~oftiie Crossir
ird p'lrtles adm"ted to the
KCS
and
KCS
crossi"g
by
SHALL INDEMNfF Y"AND"HOLD
Kcsand. s!'.
or

"ARML]ESS USERFROM AND AGAINST ANY AND ALL ACTIONS, PROCEEDINGS.
CI;AIMS^ ...DEMANDS'_-_FINES' LOSSES, DAMAGES, LIABILITIES"""AND

EXPENSES(WHETHERARIS11NG; OUT OF ORBASED DPON'TORT. C'ONT'RAC'T', STIU^

LIAB11LITYOR-ANY OTHER THEORY OF LIABILITY) AND^NCLUDmG'ATTORNEYS''
FEES'»FORJNJURY TO OR DEATH OF ANY PERSON OR LOSS"OR DAMAGE"OF

PROPERTY_DIRECTLY_OR

ARIsfN GOUTOF"OR'IN
OF'AND'IN PROP'ORTKW1

INDIRECTLY RESULTING FROM,
SUCH USE TO THE EXTENT

ANYWAYCONNECTED To

Kcy
P.R SUCHJHIRD_PARTIES' SHARE OF NEGLIGENCE,GIIOSSNEGLIGENCEOR
WILLFUL MISCONDUCT. KCS
for itself, its-gra7itees:us^, re
sse'es:su'»e"s;o'r7:nd^i^
reserves

-Page 5 of II-

Q5 of 12

 YEA;.
2018

INS'] t
5709 PASE 128 OF 1. 35
Reference No. 09-571

r

a, ofitsrights andillterest m "leright-of-way, tracks anditsotherfacilities, including, without limitation,
rigllt.. toco"stl'"ct; rep°sitio"or expand it5 'racks, wires, pipelines, fiber oplic lTnes;'conduil s,"
,

other structures above, on aiid below the surface oftheright-of-way. In the event tha~t~the"Crosrsm£

approaclieii^or drainage facilKies reasonably must be modified to accommodate change'ii i'tii e'eMstir
KCS. OT Kcs?erl"itted fi>cili"cs °" the right-of-way, KCS shall make the necessaTy changes' to"it?
a

and DieCrossing surface, and USER shall make any necessary changes to the approTches'and

lagc facilities.

Sections. ASSUMPTION OF RISK

Use of the Crossing will expose USER and all other persons permitted by USER to use the

crossm81°,. riskofpropCTty dilmage: "lillry anddi;ilth. KCS and other rail carriers opera~teTocom'o7ive^
car!>-mdotherev"pme"toveMhecrossin& USERassumes auriskofloss, damage and'injury'aris'ine
outofiiseoftheCrossingbyUSER,USER'Semployees, andotherinviteesandgiicsTsofUSER.'
Section 9. INDEMNITY

J.O.JHE..EXTENT_OF AND IN PROPORTION TO USER'S AND USER'S
EMPLOYEES''GUESTS1AND INVITEES'SHAREOFNEGLIGENCE^GROSSNEGLIGENCE
ORW!LLFULMISCONDUCT ONLY>IISERSHAU INDEMNIFYAND HOLD'HARMLE^
KCS.. FROM^AND AGAINST_ANY AND ALL ACTIONS, PROCEEDINGS, " 'CLMMS.
DEMAN?S'_FIN1ES' LOSSES, DAMAGES, UABILmE7'AND"EX'PEN'SES"7wHE;?H^'

^MS^OOT^O. ^OR. BASE1° UPON TORT. CONTRACT/SraiCTLTAMLITY'^

on RZHEOF.O.F.UABILITY)ANDINCLUDING'ATTORNE^S7^

OR.DEATH. OF_ANY_PIERSON OR Loss OR DAMAGE OF PROPERTY'DIRECTL'Y OR
]INDIRECTLLRESULTINGFROM' ARISING OUT OF, OR IN ANYWAYFcONNECTED TO
raL£ONSrau£TION:. MAlNTENANCE^

CROSSING'»APPROACHESLD^INAGE-STRUCTURES'OR"WARN^^^

FO?EGOING ^OBLIGATION SHALL ALSO EXTEND TO "ALL"OTHER"RAILR^
^OMPA,NIES OPERATG OVER_THE TRACKS OF KCS AT THE CROSsiN G^lAN'DV T'H^
DIRECTOR^ OFFICERS- AGENTS' AND EMPLOYEES: PARENTS;"S"UCCESSaRS' A

ASSIGN!LOJLKCS_AND

ANY

OTHER

PROTECTIONSOFTHISPARAGRAPH.

RAILROAD COMPANY

ENTITLiD"TO

Section 10. INSURANCE

VSEB.shall obtain and maintain in effect throughout the term of this Agreement a policy of

comprehensive general liability insurancejncluding contractual liability-covcrage7^oven7i R\heT)SER
potential liability and duty of indcmnification under this Agreement. USER"°shalTcauseB KCS'anTits
'

itedcompames^eachtobenamedasanadditionalinsuredunderthepolicy. An insurance .

authorizedto do businessin thestatewherethe Crossingis locatedmust''issu'esuchpoiiw""Th^li'c
must
provide

jniiiimum

co verage

of

$10, 000, 000. 00"

per

occurrence

and

contain'ihc 'foitowi'i;

endorsement; Contractual_Liability Railroads:ISOForm CO24 17 1001 (or"substi'tute form oro^din
equivalent coverage). USER'S policy shall contain cancellation provision-that''meetsAssocStion"fo6r
Cooperative Operations Research andDevelopment's ("ACORD")"standards and,"to"the'cxtent"a'llowe"d
a

byjll,-e.sta"da"'.s:Providc, for the notification ofKCSat least thirty (30) daysprior'to termina'tiono'i'
s;8nific'"ltm°'I'.
f'cationoftl!e policyor oftlle p°iicy lim"s- I" tl'e e'vent'the'ACORD'-sstand'ards'd'o'^t
'for at
leasuhirty(30_) dilys"°t":e prior to any cancellation non-renewaUhe'nUSER'wHrDro'n'c
or

!"ot;cc to Kc& USER shii" i"mua"y sendto KCS a certificate ofinsurance evidencniB thc'USE'R:s

. limits, andatothertimeswhenproofofinsuranceisreasonably°requestedby
-Page 6 of 11-

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 YEAR
Win

IMST t
5709 PMir 129 OF 135
Reference No. 09-571

r

i:5. PIW./J.^the, mimm"'" coverase required will not,
:. :..

however,

limit

or

relieve USER of its

liability to KCSfordamagesor ofits duty oflndemnity, whichisabsoluteandunlimited.

potential

Section 11. TERM

Theji iilial term of this

Agreement

shall extend sixty

(60) months

from the date stated in the first

paragraph oftl"s Agrcement_KCS may. renew orextend the'ini'tial termofthisAgreement'beyond said
slix ty. (60)-mo"th. pe"°d'" Kcs's sole discrcti0"' Tl"s Agreement shall be considered lerminatcd-upo]i

the.;lapse.'. wi.tllout. rc"ew1'1°r e)<tensi(>n-oftlle termoftliisAgreement, andmaybetermina'teddiu'ing'the

",., . t.erm °r dllringa"yl'enewal or extension oftheinitialterm ofthis Agreement by USER, with or

without cause; by giving KCS thirty (30) days advance written notification oftorminatron. 'Tn'additTon'.
may term"l;'te thisAgreemeiit during its initial term orduring any rencwalor extension
.

providingUSERwjtlithirty(30) daysadvancewrittennotificationofte'miinationatanytime'USER'is'in

Default;
mBdedJrowever,
thatshouldUSER'SDefaultbeviolationbyUSERorUSER'Semployee's,'
teesor
of
guests

inyi

any requirement of this

Agreement

which violation creates

an

immediate risk

to

"the

safcty_ofthe Persomlel OTPropertyofKCS, USERoranyotherpersonorentity, KCSmay'terminalethis

Agreement on two (2) days'^written notice to USER. Should this Agreement tenninate orbetemiinated

^y.1e^.?l-wllats^cver' !heParties/grce_that suchterminationshallfully satisfyanyand~alTrights'of

USERto theusejindmamtenance ofthe Crossing and thatUSERshall underno circumstance assert
^lhenvis&_ALLRIGHTS OFINDEMNITYGRANTEDKCS ORGRANTEDTO'USERUNUER

TmsAGREEMlENr SHAU- SURVIVE THE TERMINATION OF THIS AGREEMENT AND
SHAULREMAIN!N_FULL FORCE AND EFFECT FOR TEN (10) YEARS FOLLOWINGTHE
EFFECTIVEDATEOFTHETERMINATIONOFTHISAGREEMENT;""' """."""'" "'
SecCioii 12. DEFAULT , ,
I

.

.

'

'

USERshall strictly perfoimeach term aild c. ondition ofthis Agreement. Should USERfail to
performas^required bythisAgreement, thenUSERmust remedy its failure ordefaull'wTthm«K"eariia- of
(a) ten (10) days written irotice byKLCSof the failure or defaul't or (b) USER-S'achial lmowicdKe"of'the
refasal
?n"reor. cIefauI^USER's fail.
to. remedy thc failure default within ten (TO) day"sB or'such
greater time as KCS may in its reasonable discretion allow (or substantially commence remedyine'a
"re OT

or

or default that reasonably_will require more than ten (10) days to remedy), shall'consdluS a
111"l.ldw.!llis Agreemcnt' . The period provided herein for USERto remedy'a Default'does'not

authorizeUSER'srontinuanccofaiiyaclionorinactionivhichcreatesa risktothesafetyof(he i

orproperty ofKCS, USERor anyotherpersonor entity.
Section 13. CLOSURE

tlie tracks and right-of-way ofKCS
yp ^rmi"alion °ftl. A8reeme111. USER'S license to
shall end. K.CS^may_.tt any time thereafter remove the Crossing or anyportion thereofwithin KCS-s
"s

cross

.

right-of-way, andUSERshallnotopposeKCS doingso.
Section 14. ENVIRONMENT

r

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5709 t'ltSE 130 OF 135
Reference No. 09-571

,

;.1. A?et .tlle execll*io" °f this Agreemeiit, but prior to the construction of the Crossing,

USERshall liave the right to inspect the Crossing for tliepresence ofanyhazardous wastes, siibstaneesor
materials on the Crossing site. If any are fouild, USER may terminate this Agreement without further
liabiHty. USER shall iiot use, release or dispose ofanyhazardous wastes, substances or materials on or
nearKCS'sright-of-wayor on theCrossing. Exceptassetforthin the first two sentencesofthis Scclion
14. 1, USER shall bo solely responsible for renioving any such wastes, substances and materials used.

releasedordisposedofby USERandremedyingany suchdamagecausedbyUSER'Sfailure to
with its obligations under this Section.

14. 2

USER shall not use, release, or dispose ofany hazardous waste, hazardous substances or

hazardous materials (as those terms are defined in any federal, state or local law, rule, regulation or

ordinance) oil or in the Crossing or elsewherewithin KCS'sright ofway without the wriitenconsentof

KCS.

_ .... L??^.? stla.11 "?t mluHate> damagc> misuse, alter or permit waste in the Crossing or

elsewherewithinKCS'srightofway Shouldanydischarge,leakage,spillagcoremissionofaiiyhazardous

waste, hazardoussubstanceor hazardousmaterial or pollution ofany kindIoccurupon, in, into, iinderor
fromtheareacovered by this Agreement dueto USER'Suseandoccupancy thereof, USER,at its solecost

!!".-c.xpe".se;,SI"lll. dean a11 ProPertyaffected thereby, to the reasonable satisfaction ofKCSandany
governmental body havingjurisdiction thereover.

14.4

USER shall comply with all ordinances, rules, regulations, requirements and laws

whatsoeverapplicabletoitsuseoftheCrossingandotherportionsofKCS'srightofwaytowhichUSER, ,

itsemployees, invitees andguests aregranted accessunderthisAgreement, including (byway. ofillustration
only andnotbywayoflimitiition) anygovernmental authority or court controlling environmentai siandai'ds
antL<:°',lditi°ns °"lhe premises andshaiifiimisli satisfactoiy evidence ofsiich compliance
KCS:_IF'_AS A RESULT OF USER'S OPERATION OR USE OF THE CROSSING"GR'ANY
OTHER_PORTION

OF Kcsl s MGHT OF WAY TO WHICH USER,

!

ITS'EMPLOYEES.

LWITEESA_ND_GU1E:STSAREGKANTEDACCESSUNDERTHISAGREEMENT,ANYSUCH
OM)INANCJE> RULE' REGULATION, REQUIREMENT, DECREE, CONSENT DECREE^

JUDGMENT' PERMIT OR LAW IS VIOLATED BY USER, OR IF, AS A RESULT'OF'ANY'
ACT!ONBY USER-ANYHAZARDOUSORTOXICWASTE,MATERIALSORSUBSTANCES
SHOULD_ENTER OR OTHERWISE AFFECT ANY PART OF THE CROSSING-OR-ANY

°TER_PORTION OF Kcs's RIGHT OF WAY TO WHICH USER, ITS EMPLOYEES.
INV"['EES AND-GUESTS ARE GRANTED ACCESS UNDERTHIS AGREEMENT (INCLUDING
SUM'ACE'. SUBSURFACE' AIRBORNE AND/OR GROUND CONTAMINATION), USER~SHALL
!?fDEMNIFY-ANDSAVEHARMLESSKCSFROMANDAGAINSTANYPENALTIES,FINES^

COSTS;.R1ESPONSE, REMEDIAL, REMOVAL AND CLEAN-UP COSTS,"CORRECTIVE

ACTTON, NATURAL RESOURCE DAMAGE, AND DAMAGES AND EXPENSES'OF'ANY
°TER. _NATURE WHATSOEVER' INCLUDING LEGAL FEES AND COVR-T "COSTS.
IMrosED_-IJPON OR INCURRED BY KCS, CAUSED BY, RESULTING FROM OR"IN
CONNECTION WITH SUCH VIOLATION OR VIOLATIONS.

14;5-_FORTHE PURPOSESOFTHIS ENVIRONMENTALPROTECTIONSECTION.
USER. AGREESTO INDEMNIFY AND SAVE HARMLESS KCS PROM AND AGAINST'ANY
AND-ALL-CLAIMS'DEMANDS,ACTIONS,LIABILITY,RESPONSIBILITYANDCAUSES'OF
ACTION(WHETHERARISINGINOROUTOFTORT,CONTRACT,STRICTLIABILITYOR
OTHERWrsEAASSERTED AGAINST THEM AND FOR ALL PEN'ALTfES^ VWES','COS:TS.
RESPONSE'_REMOVAL' REMEDIAL AND CLEAN UP COSTS, CORRECTIVE'ACTION!
NATURAL. RESOURCE DAMAGE, AND DAMAGES AND EXPENSES OF ANY'OTHER
NATURE WHATSOEVER, ILNCLUDINGLEGAL FEESANDCOURT COSTS TO THE EXTENT
-PageSoflI-

 YEAR
W-iS

INST t
5709 F'A6E 131 OF 135
Reference No. 09-571

CAUSED BY USE OF THE AREA COVERED BY THIS AGREEMENT BY USER AND ITS
AGEWS, SERVANTS,EMPLOYEES,CONTRACTORS AND REPRESENTATFVES.

14.6 KCS SHALL OBTAIN AN INSPECTIONBY A QUALIFIED INDEPENDENT
ENVIRONMENTAL PROFESSIONAL, WITHIN 90 DAYS FOLLOWINGTERMINATION'OF
THIS AGREEMENT,OF THE PORTIONOF KCS' RIGHT OF WAY TO WHFCH USER.ITS

EMPLOYEES, INVITEES AND GUESTS ARE GRANTED ACCESS~"UNDER"THIS

AGREEMENT TO PREPARE AN APPROPRIATE WRITTEN REPORT OF WHETHER
THERE ARE HAZARDOUS WASTES, SUBSTANCES OR MATERIALS IN SUCH AREA
THAT_ARE THE RESPONSIBILTY OF USER. KCS AND USER SHALL SHARE
THE COSTS OF SAID INSPECTION AND REPORT. IF THE REPORT STATES THAT
THERE ARE NO HAZARDOUS WASTES, SUBSTANCES OR MATERIALS IN SUCH AREA
TAT-ARE THE RESPONSIBILTY OF USER, USER'S ENVIRONMENTAL
INDEMNIFICATION RESPONSIBILITIES UNDER THIS AGREEMENT "SHALL
TERMINATE. KCS MAY, IF IT SO CHOOSES, WAIVE HAVING SUCH AN INSPECTION
AND_ REPORT, IN WHICH CASE USER'S ENVIRONMENTAL INDEMNIFICAT'ION
RESPONSIBILITIES UNDER THIS AGREEMENT SHALL TERMINATE. IF HOWEVE'R.

SAro^REPORT-CONCLlJDESTHATTHEREAREHAZARDOUSWASTEs7SUBSTANCESOR

MATERIALS ON_THE CROSSINGAND SUCH HAZARDOUS WASTES, SUBSTANCES OR
MATERIALS AR£ USER'S RESPONSIBILITY

RESPONsiB ILITIES
SHALL_NOT TERM1NATE UNTIL USER'S RESPONSBILITIES AS SET FORTH ABOVE
HEREUNDER,

USER'S

HAVE BEEN FULFILLEDBY USER.
Section IS. LAWS

15. 1

KCS and USER in their performance under this Agreement sliall comply with all

applicable federal, state and local laws, rules, regulations and ordinances.

. . This A8reeme°t shall be governed by andconstrued in accordance with the laws of the

Statein whichthe Crossingis located.

. "

Anyactionto iiiterpretorenforcethisAgreementmustbebroughtintheCircuitCourtof

Sh Louis County, Missouri or the Federal District Court for the Eastern Distnct ofMissoim'or'inthe

federal orstatecourts m Dallas County, Texas. TheUSERandKCSin'evocably submit themselves to the
jurisdiction of these courts and agree not to raise any claim of lack ofjurisdiction, lack: of venue, or
inconvenient forum.

Section 16. ASSIGNMENT

ThisAgreement maybe freely assignedby KCS without the consent ofUSERsolongassuch
successoKhaveAeobligationto fulfil KCS'sobligationshcreundcr, andit shallautomatically inureto
USER may not assign
transfer tliis Agreement ortransferany . of its
?^. !'°"efit of, K-cs's
successors

or

rightsunderthisAgreement toa thirdparty without thepriorwritten consent ofKCS,whichconsent shall

notbeunreasonably withheld__USBR maynotpermit theuseoftheCrossing byVhirdpersons otherIh'an

el"ployees°, r, "witeesofusERWithout theprior written conse.it ofKCS." Anyassfgimientor'pcrmii

grantedbyUSERin violationofthisparagraphshallbevoidandofnoeffect.

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 YEAR
iOlS

INSi .t
5709 PnSE 132 OF 135

.

Reference No. 09-571

f

Section 17. MISCEI.I.ANKOTIS

17. 1

Thefailureofeitherparty toenforce anyofits rights underthisAgreement shall not be

1 toconstitutea waiverofsuchparty'srighttoenforcesuchprovisioninthefatureorthewaiverof

any other right such party may liave.

^ 17. 2 Should^ any provision of this Agreement be determined by a court of
jurisdiction to be unenforceable, that portion of the Agreement shall be deemed to bc"scvcrodfrom"t'he
andtheremainderoftheAgreementshallsurvive.

^17. 3

In the event ofanemergency condition or situation at the Crossing requiring immediate

attention, repair, or action, USER sliall contact KCS at 877-527-9464.
Section 18. NOTICES

,.A"yc°rresp°nde"ce requiredorPe""itted""d"thisAgreement,exceptanemergencynoticeto

3,s^mllbesenttoeachpartybyfirstclassmail,nationalovernightdeiiveivservice',"or°handddivered

to (lie following address:
KCS:

TheKansasCity SouthernRailwayCompany
Engineering Department

Post Office Box 219335
Kansas City, MO 64121-9335

(Overnight delivery service address:

427West 12'1'Street, KansasCily, MO64105)
With a copy to:

Jones LangLaSalIeAmericas, Inc.
3017 Lou Menk Drive, Suite 100
Fort Worth, Texas 76131-2800
Phone: 817-230-2600
Fax: 817-306-5521

USER:

LuminantMiningCompany,LLC
P. 0. Box 1636
Mt. Pleasant, Texas 75456-1636
Phone: 903-439-1414
Fax: 903-439-1444

Oye rniglU delivery service address: From 1-30, East West, take Exit 126
(c°"ege streeo- Tum SE°" collegc strect (FM 1870) and go2. 3iniles"to CR
or

2309. Turn right, 1. 7 miles to mine entrance.
address.

Either party may change its address by providing the other party written notice of the new

-PagelOofll-

Q10 of 12

 YEAR

2018

IMSi I

5709 PA6E 133 OF :i35
Reference No. 09-571

r

Scctioii 19. SURVIVAL

Anyobligalion ofUSERarisingorbaseduponfactsoccurringpriortotermination, forindemnity

or to reimburse KCS for any cost or expeiise, and (lie duty to barriciide llic road where each entered llie
right-of-wayshallsurvive(lie tenniiiationofthisAgrccnicnt.

This Agreement lias been signed by(lie aiitliorizcd representatives ofeachofthepanics andshall

be effectiveasoflhc daleandyearfirst wrilteiiabove.

THE KANSAS CITY SOUTHERN RAILWAY COMPANY

By: ^V^-y^VL.

LUMINANT MINING COMPANY LLC

By:
Title:
Date:

s. /e

1/1 c-e - ^es^fi^r_

-r-zo-//

^

/^

-Page II of II-

Qll of 12

 ^

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KANSASOTYSOUTOERN
RAILWAY COMPANY
CEOUSfcCOALUNNOHIAVT*OU»U(NT

Date:
Drawn By;

_07-20-2010-

WPROMCO Blltl.fltotruywluyOwnfUln
DN;e^Dfftn Lan, D-K*nrunOt^ <&itt
S*»KVt, OU-SvuIPT^*Cir^tT
w,

Checked Bv-l CTB
tul-OIIUttiTOaatonuBni, c-tfi
l^lt WW
CompanyJARTLETT&WESn O.teMI]
Sheet No:
ll-'ofT
Map ft 150691
icaie
w
FILE N<
.

.

09-571

EXHiBrr"ATEMPORARY PRIVATE CROSSING FOR
LUMINATE MINING COMPANY
AT MP 135. 94 GREENVtLLE SUBD.
NEAR: SULPHUR SPRINGS, TEXAS

 YE:flR

INST .t

a018

57l:i9 pftGE 135 Of 135

FILED AND RECORDED UN
OCT 22i 2018

ftT 02:21P

AS A(N) OF RECORD
t'LERK MUI-IBER 20185709

AFIOUMT:

PA6ES

17, ':

558. 00

RECEIPT NUMBER ISQ06778
BY HlJDENil

STftTE OF TEXAS

IWKiNS COUNTY, TEX

i^hereb^ certify that this instruaent uns filed i
;

lie

nuiaber

sequence

on

the

(io. te

ann

tinB

stanit ieii

hereon ba^me and uns duly recorded in th» nampd

records of Hopkins County r 1'^Ka-:,.
DEBBIt; SHIRLEY, COUNTY CLERK

i-IOPKIMS COUNTY, TEXAS

CMQ (^a^ ^Q^do^^