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LA&SL LS HMD AUDIT SO. 5385 GRANT OP EASEMENT C.L.D. No. 11342-2 In consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, receipt of which is hereby-acknowledged, LOS ANGELES & SALT LAKE RAILROAD COMPANY and its les­see, UNION PACIFIC RAILROAD COMPANY, Utah corporations, Grantors, hereby grant to LAS VEGAS VALLEY WATER DISTRICT, a public corpora­tion of the State of Nevada, Grantee, its successors and assigns, rights of way and easements for the construction, maintenance, op­eration, repair and replacement of water pipe lines and appurten­ances and appurtenant work, under, upon and along the strips of land hereinafter described and called "easement strips" which ex­tend across the lands of the Grantors. The Grantee, its success­ors and assigns, their officers, agents and employees, or any con­tractor, his agents and employees, engaged by the Grantee, its successors and assigns, shall have the right to enter upon, pass and repass over and along, and to deposit tools, implements and other materials on, said easement strips whenever necessary for the purposes above set forth, except that the right of the Grantee and said persons to enter upon, pass and repass over and along said easement strips at and in the vicinity of railroad tracks, signals and other appurtenant railroad operating facilities now or hereaf­ter intersecting, paralleling or extending along said easement strips shall be subject to reasonable regulations imposed by Grant­ors, their successors and assigns, from time to time restricting the time and manner of passing over the easement strips in the vi­cinity of said railroad operating facilities for the purpose of a-voiding interruption of the operation of trains, engines and cars over said tracks or danger to persons.and property, and provided further that no tools, implements or other materials shall at any time be placed upon said railroad tracks or so near thereto as to endanger trains, engines and cars or persons thereon operating up­on said tracks. Except in case of emergency the District, its suc­cessors and assigns, shall not perform or cause to be performed any work upon said easement strips in the vicinity of said railroad tracks and appurtenant facilities until after 24 hours' notice to Grantors, their successors and assigns, and in the case of emer­gency, immediate notice of such work shall be given to the agents or employees of the Grantors, their successors and assigns, who can be found nearest to the point of work. No existing pipe line maintained by Grantee, its successors and assigns, along said ease­ment strips shall be raised above its present level, and the top of all new pipe lines or pipe lines replaced by them shall be placed at least four (4) feet below the surface of the ground. The easements herein granted are subject and subordinate to the right of the Grantors,their successors and assigns,to main­tain, operate, and renew existing railroad tracks and appurtenant facilities, and to construct additional railroad tracks and appur­tenant facilities upon, under, over, along and across the easement