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G.L.D. No. 11342 THIS AGREEMENT, made this first, day- of June , 1953, by LOS ANGELES & SALT LAKE RAILROAD COMPANY and its lessee, UNION PACIFIC RAILROAD COMPANY, Utah corporations, LAS VEGAS LAND AND WATER COMPANY, a Nevada corporation (hereinafter collectively called "First Parties"), and LAS VEGAS VALLEY WATER DISTRICT, a public corporation created and existing pursuant to the provisions 167 of Chapter of the 1947 Statutes of Nevada as amended by Chapter 130 of the 1949 Statutes of Nevada and as amended by Chapter 307 of the 1951 Statutes of Nevada, Second Party (hereinafter sometimes called "District") . RECITALS Los Angeles & Salt Lake Railroad Company is hereinafter sometimes called "Salt Lake Company"; Union Pacific Railroad Company is the lessee and in possession of all of the properties of the Salt Lake Company and is hereinafter sometimes called "Union Pacific"; said two railroad companies are collectively sometimes hereinafter called "Railroad Companies"; and Las Vegas Land and Water Company is hereinafter sometimes called "Water Company". References herein to the property or accounts of the Water Company are limited solely to its property or accounts constituting the water distribution system operated and maintained by the water department of the Water Company for the distribution of water as a public utility at Las Vegas, Nevada. The District desires to purchase certain water-bearing lands,water rights and water production,storage and transmission facilities owned and operated by the Railroad Companies as non-utility facilities and the water distribution system owned and operated by the Water Company as a public utility at Las Vegas, Nevada, on September 1, 1952, and all extensions thereto and additions and betterments thereof made by First Parties subsequent thereto. In the event the electors in the District vote to authorize the District to issue and sell its bonds, and the District is able to sell its bonds, for the purchase of the above mentioned properties, First Parties are willing to sell their respective properties above mentioned to the District upon the terms and conditions hereinafter stated. It is the intention of the parties hereto that promptly after the sale date the District, at its expense, will remove and relocate certain of said facilities consisting of certain pipe lines,wire lines and a pumping station and will construct certain 1 .