2001-172-RES APPROVING/AUTHORIZING LETTER OF CONSENT BY AND BETWEEN COP AND MERIDIAN ALLIANCE GROUP LLC

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LETTER OF CONSENT The undersigned City of Paris, Paris, Texas (the "City"), represents that it has legal right to grant access to the property located as shown in Exhibit A hereto, known as the part of property deeded to the City of Paris by Sidney Swaim, recorded on July 17, 1998, in the Real Property Records of Lamar County at Volume 794, Page 72, as Tract No.1, and further described as being in the railroad right-of-way (former Kiamichi Railroad Easement) located in the 1100 Block of N. Main Street in Paris, Texas (the "Property"), and does hereby authorize Swatsell, Inc. (the "Company) and Meridian Alliance Group, LLC (the "Consultant"), their agents, employees, and contractors to enter the Property for the purpose of performing environmental and engineering explorations (hereinafter referred to as the "Work"). The Work may include one or more of the following activities: I. Drilling of soil test borings. II. Installation of one (1) groundwater monitoring well designated MW-7. III. Performing groundwater inflow tests on well. IV. Obtaining groundwater samples from well. V. Maintenance and/or checking groundwater levels in well. All of the above-referenced activities shall be conducted in full conformance with those exhibits, schematics, and methodology description, and other related criteria previously forwarded to City, as the same is attached hereto as Exhibit B and for all purposes incorporated herein; provided, however, that in the event of a conflict between the terms and provisions of this agreement and Exhibit B, this agreement shall control. Ifwell(s) are installed on the Property, well access will be needed for a time period not to exceed two (2) years from the effective date of this agreement. The well shall not impair the City's ability to use or maintain the right-of-way, nor interfere with any current or existing utility lines or installations. Any field activities will be conducted in compliance with the procedures detailed in the Texas Manual on Uniform Control Devices for Streets and Highways. The Company and Consultant shall also coordinate closely with the City regarding underground utility installations before initiating any substantive activities. If requested by the City, the Company and Consultant will provide the City with soil and groundwater analytical data and other pertinent information collected during the investigation. The well(s) will be properly abandoned (including removal of the upper six feet of the well installation and proper plugging) no later than thirty (30) days after the first to occur of anyone of the following: 1) the expiration of a two (2) year period beginning on the effective date of this Letter of Consent; 2) a request by the City to abandon said well(s); or 3) a request by TNRCC to abandon said well(s). Within thirty (30) days after said abandonment, the Company and Consultant shall be responsible for fully restoring any areas disturbed during the Work. The City may at any time and in its sole discretion, cancel this Letter of Consent and require the removal EXHIBIT A -1-