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July 09, 2010 <br />Folder: 2519-04 <br />VIA UPS Overnight <br />RETURN RECEIPT REQUESTED <br />SHAWN NAPIER <br />CITY OF PARIS <br />P.O. BOX 9037 <br />PARIS TX 75461 <br />Dear Mr. Napier: <br />This letter ("Agreement") confirms our understandings covering the possible sale by Union Pacific <br />Railroad Company ("Seller") to CITY OF PARIS ("Buyer") of Seller's interest in certain real property in <br />Paris, Texas. <br />The undersigned will recommend to Seller's Management a sale of the Property on the following terms <br />and conditions: <br />Article 1. Description of Propertv: <br />A. The Property is approximately 0.96 acre as shown on the print attached hereto as <br />Exhibit A and made a part hereof. The legal description of the Property will be <br />determined by Seller. Survey will be at the sole cost and expense of Buyer. Survey will <br />depict ali facilities affecting the property. <br />B. Before finalizing any survey, Buyer shall submit the draft survey to Seller for review and <br />approval. Computer files of the survey and legal descriptions shall be sent via e-mail to <br />PMMORAN@UP.COM, with a subject line referencing the UPRR Folder Number 02519- <br />04 assigned to this document. Buyer shall deliver a certified copy of the completed <br />survey to Seller within Forty Five (45) days after Buyer's execution of this Agreement <br />("Survey Period"). Delay in obtaining or furnishing the survey to Seller shail in no event <br />give Buyer the right to extend the Closing Date (as defined in the 'Closing - Default:' <br />Article). <br />Article 2. Sale Price: <br />Union Pacific Railroad Aeal Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fic. (402) 501-0340 <br />11.8 <br />