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Mr* ¥• 1U terns* 2 * December 29, 1952 H 1 m sis# enclosing one copy ©f a draft of a pro­posed agreement between the Union Pacific and tbs las fsgas Valley ¥at#r Sistrict which will be attached as Exhibit *B* to the proposal ©f the district for the par* chase of the •water production and distribution system at las Yogas* this sgroostsni location or removal of cer tapironv ipdiepse floinre st hea nde vepnotwuearl lrien­es now located upon the property of the Union Pacific which will not he sold to the District* its# of the existing pipe linee are so located as to interfere with the eale of our property for industrial or subdivision purpose#, and the purpose of this agreement is to require the Dis­trict to remove or relocate such facilities and to give the Railroad an option to do to if the District fails to carry out It# obligations* The agreement also contains a provision which is an agreement for liquidated dame.-.;as'if the said facilities are not relocated or removed by either the District or Ynlon Pacific* this provision is somewhat troublesome because of the danger that a provision for liquidated dosages sight be held to be unenforceable* bith this thought in wind 1 have attempted to draft the liquidated damage clause so that the payments into the trust fund by the District would be held as security for actual damages which might be found to exist In the event the liquidated damage clause was hsld invalid* of SetctMiso nsc la1u6s7e© hanads b16e7e1n dorfa tfhtee d Cwailitfho trnhei a prCoivviisli oCnods# in mind, which prohibit provisions for liquidated dam­ages except in cases where it would be impracticable or extremely difficult to fix the actual damage*. of course these provisions would not govern this contract, which will undoubtedly be consummated in the State of Nevada* However In drafting the clause 1 have been assuming that tbs law in hsvada is similar to that in California* I am sending a copy of this agreement to Hr* Cory with the re­quest that he advise us whether he believes the proposed liquidated damage provision is a satisfactory provision under ffevsda law* X should appreciate your comments on all of tbs sn- closures as soon as posslbls and 1 assume that your com-