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<br />ATMOS <br />energy <br /> <br />The City of Paris, Texas <br />P.O. Box 9037 <br />Paris, Texas 75461-9037 <br /> <br />January 16, 2006 <br /> <br />Re: Reciprocal Agreement on Damage to Distribution Facilities <br /> <br />The City of Paris, Texas (Cityrrown) and Atmos Energy Corporation, Mid-Tex Division (Mid-Tex) <br />both operate facilities within the public rights-of-way of Cityrrown. On occasion, our respective <br />employees damage those facilities during excavation activity. In order to avoid future <br />misunderstandings concerning the responsibility for the cost of repairing facilities damaged during <br />excavation activities, Cityrrown and Mid-Tex are entering into this reciprocal agreement concerning <br />property damage claims. <br /> <br />If Mid-Tex employees damage the facilities owned by Cityrrown within the public rights-of-way of <br />Cityrrown, Cityrrown agrees to repair the damage to its facilities at no cost to Mid-Tex. Mid-Tex <br />agrees to notify the appropriate official of City/Town as soon as reasonably possible after the <br />occurrence of such damage. <br /> <br />If Cityrrown employees damage the distribution facilities owned by Mid-Tex within the public rights- <br />of-way of Cityrrown, Mid-Tex agrees to repair the damage to its facilities at no cost to Cityrrown. <br />Cityrrown agrees to notify the appropriate personnel of Mid-Tex as soon as reasonably possible <br />after the occurrence of such damage. <br /> <br />This reciprocal agreement will remain in full force and effect until one party gives written notice to the <br />other party of termination at least 30 days prior to the proposed termination date. Any such <br />termination will not affect either party's obligation to pay for any damage that occurs prior to the <br />termination date. <br /> <br />If this reciprocal agreement is acceptable to Cityrrown, please have both copies of this letter <br />executed by the appropriate Cityrrown official and retum one fully executed copy to me. <br /> <br /> <br />AGREED TO AND ACCEPTED <br />THIS 13th DAY OF February ,2006 <br /> <br />The City of Paris, Texas <br /> <br />By: <br /> <br />Title: <br /> <br />City Manager <br /> <br />Printed Name: <br /> <br />Tony N. Williams <br /> <br />EXHIBIT A <br />