1992-041-RES WHEREAS, constructing a S.W. from West and, the City of Paris is in the process of Twelve Inch (12")

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0636n PL X 900815 Form Approved, AVP-Law TNE-92050l PIPELINE AGREEMENT CROSSING Mile Post TNE-91.l6-WLX At Paris, Texas Paris Yard THIS AGREEMENT is made and entered into as of the 26th day of May, 1992, by and between the TEXAS NORTHEASTERN DIVISION, MID-MICHIGAN RAILROAD, INC., (hereinafter the Licensor) and the CITY OF PARIS, a municipal corporation (hereinafter the Licensee), mailing address P. O. Box 9037, Paris, TX 75461-9037. "RECITALS": This License Agreement is made pursuant and subject to and in accordance with that certain Lease Agreement dated March 2, 1990 (hereinafter the "Prior Lease") between Missouri Pacific Railroad Company and Mid-Michigan Railroad, Inc. IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article 1. LICENSE FEE. Upon the execution of this Agreement, the Licensee shall pay to the Licensor a license fee of two thousand & no/100 dollars ($2,000.00). Article 2.. LICENSOR GRANTS RIGHT. In consideration of the license fee to be paid by Licensee and in further consideration of the covenants and agreements herein contained to be by the Licensee kept, observed and performed, the Licensor hereby grants to the Licensee the right to construct and thereafter, during the term hereof, to maintain and operate a 12 inch PVC Water pipeline (hereinafter the Pipeline) in the location shown and in conformity with the dimensions and specifications indicated on the attached Print dated May 26, 1992, marked Exhibit "A". Article 3. CONSTRUCTION, MAINTENANCE AND OPERATION. The grant of right herein made to the Licensee is subject to each and all of the terms, provisions, conditions, limitations and covenants set forth herein and in Exhibit B, hereto attached. EXHIBIT A