Contract between the Los Angeles & Salt Lake Railroad, the Union Pacific Railroad, and the Las Vegas Land and Water Company, 1956

THIS AGREEMENT, made and entered into this _day of _, 1956, by LOS ANGELES & SALT LAKE RAILROAD COMPANY and its Lessee, UNION PACIFIC RAILROAD, Utah corporations, LAS VEGAS LAND AND WATER COMPANY, a Nevada corporation (hereinafter collective- ly called "First Parties") and LAS VEGAS VALLEY WATER DISTRICT, a public corporation created and existing pursuant to the provisions of Chapter 167 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 Patty (hereinafter sometimes called 'District'). RECITALS Under date of June 1, 1953, the parties hereto entered into a certain agreement wherein and whereby the First Parties agreed to sell to the District certain real property, together with all the water and rights to water rising upon or flowing from any wells or springs then or thereafter located upon said real property and all water production, storage, transmission and distribution facilities, including pertain easements and rights-of- way, all as more particularly described in said contract. Section 5 of said contract provided for certain work, consisting (among other things) 6f the construction of certain pipe lines, relocation of power lines, removal of certain pipe lines and certain power lines, to be done at the expense of the District. Said section 5 further provides as follows: "It is agreed by the parties hereto that the estimated cost of the work to be performed pursuant to this Section 5, ex- clusive of supervision and engineering, is the sum of Three Hun- dred Twenty Thousand Dollars ($320,000.00). Within the time and in the manner provided in Section 7 hereof the District shall de- posit in the escrow referred to in Section 7 said sum of Three Hundred Twenty Thousand Dollars ($320,000.00) plus a sum equal to ten percent (10%) thereof, the total of both of said sums being the aggregate amount of Thr&e Hundred Fifty-two Thousand Dollars ($352,000.00). (Said aggregate amount of Three Hundred Fifty-two Thousand Dollars ($352,000.00) is herein sometimes referred to as "Relocation Fund".) The escrow instructions referred to in Sec- tion 7 shall provide for disbursements by the Escrow Agent from said Relocation Fund pursuant to the provisions of this Section 5..... ............................................................ \ "When all the work provided for in Section 5 has been completed and all contractors employed either by the District or the First Parties shall have been paid in full, the District and the First Parties shall so notify the Escrow Agent, and thereupon any portion of the Relocation Fund remaining in the hands of the Escrow Agent shall be paid to the District." Pursuant to the foregoing quoted portion of said Section 5, the District did, on or about the 26th day of June, 1954, deposit in escrow with First National Bank of Nevada (at its South Third Street Branch, Las Vegas, Nevada) the sum of Three Hundred Fifty- two Thousand Dollars ($352,000.00), therein called "Relocation Fund," together with Escrow Instructions dated June 21, 1954, (Es- crow No. 12-1905), executed by the parties hereto. All of the work specified in said Section 5 has been per- formed, and has been fully paid for. It is agreeable to the parties hereto that the said Relo- cation Fund, to-wit, the sum of Three Hundred Twenty Thousand Dollars ($320,000.00) be forthwith paid to the District, by said First National Bank of Nevada, Escrow Agent. NOW, THEREFORE, in consideration of the mutual agreements herein contained, it is agreed by the parties hereto that: 1. Said First National Bank of Nevada, as Escrow Agent, be and it is hereby instructed to pay to the District the Reloca- tion Fund held by it in escrow pursuant to the Escrow Instructions dated June 21, 1954 (Escrow No. 12-1935) executed by the parties hereto, the sum of Three Hundred Twenty Thousand Dollars ($320,000.00). 2. That a triplicate of this agreement be forthwith delivered to said Bank. 3. The District will at all times hereafter indemnify and hold the First Parties harmless from and against all actions, causes of action, suits, claims, demands and costs, including attorneys fees that the First Parties may hereafter be put to that shall arise or grow out of any of the work done or performed or to be done or performed pursuant to the provisions of Section 5 of the contract mentioned in the Recitals. IN WITNESS THEREOF, the parties hereto have executed this agreement in triplicate, the day and year first above written. LOS ANGELES & SALT LAKE RAILROAD COMPANY UNION PACIFIC RAILROAD COMPANY Attest: LAS VEGAS LAND AND WATER COMPANY __By____._ Assistant Secretary President LAS VEGAS VALLEY WATER DISTRICT Attest: By__ _____ President Secretary