Escrow instructions to the First National Bank of Nevada regarding the transfer of Las Vegas water production from the Union Pacific Railroad to the Las Vegas Valley Water District, June 21, 1954

LAW DEPT. FILE COPY ESCROW INSTRUCTIONS June 21st, 1954 To the FIRST NATIONAL BANK OF NEVADA, Las Vegas, Nevada The undersigned, LOS ANGELES & SALT LAKE RAILROAD COMPANY, a Utah corporation (hereinafter sometimes called ''Salt Lake Com- pany" ), UNION PACIFIC RAILROAD COMPANY, a Utah corporation (herein- after sometimes called "Union Pacific"), LAS VEGAS LAND AND WATER COMPANY, a Nevada corporation (hereinafter sometimes called "Water Company ), Said three corporations being hereinafter sometimes col- lectively called 'Sellers , and LAS VEGAS VALLEY WATER DISTRICT, a public corporation of the state of Nevada (hereinafter sometimes called "District"), hereby agree and instruct you as follows: 1 2 3 4 5 6 7 8 9 10 11 1 2 13 14 1 5 1 6 17 1 8 19 20 21 22 23 24 25 26 II It ia the intention of th* parties hereto that the propor- iea referred to in Section 1 of the Sale Agreement ahall be trana- erred to the Dlatriet and that the Preliminary Purchase Price hereinafter defined) be paid to the Sellers on July 1, 195*, or on ueh ether date as the parties shall mutually designate in writing, hich date ia hereinafter referred to as the sale date*. It ia a- reed that the purchaae price of said proportioa aa of April 30, $54, computed aa provided in Sections 6, $ and 19 of the Sale greement, is $2,317*663.43, which amount ia herein referred to a the Preliminary Purchase Price . Adjustments in the purchase rice to he saade pursuant to the provision* of Sections 9 and 10 of he Sale Agreement for the period, May 1, lp$4, to &he sale date, annot be aade until the accounting for aaid adjuatmenta by Sellers nd the approval thereof by the Diatrict have been completed aubae- uent to the sale date. However, the parties hereto estimate that he purchase price of the said properties upon the sale date will e $2,475,046.18, which amount ia hereinafter referred to aa "Ea- iaated purchaae Price". The difference between the Preliminary urehaao Price and the Estimated Purchaae Price, being $157*362.75, a hereinafter referred to aa 'Purchase price Adjustment Fund . It a agreed that the said propertiea shall bo transferred end conveyed o the Diatrict upon the sale date upon payment to the Sellers of ho Preliminary Purchaae Price and that the Purchaae Price Adjuat- ent Fund ehall be held by you and diaburaod to the party entitled hereto in accordance with these inatruetiona after the accounting 1 2 3 4 5 6 7 8 9 10 11 1 2 13 14 1 5 1 6 17 118 19 20 21 22 23 24 25 26 'or the adjustment* la the purchaae price to bo made purauant to the previaiona of Section* 3 and 10 of the Sale Agreement for the period, tay 1, 193** to the aale date, haa been completed by the Sellers md approved by the Diatrict. Ill Seller* sgree that on or before June 21, 195** the sellera will hand you the following docomenta: 1. Deed from Water Company, Grantor, to the Diatrict, aa Orantee, conveying the landa referred to in paragraph (a) of Section 1 of the gale Agreement and deacrlbed In Exhibit "B* attached to eaid agreement. %. Instrument Transferring Intcroata la Real and Peraonal Property from Water Company, grantor, remialng, releasing, quitclaiming* aaalgning, transferring and con- veying unto the Diatrict the property referred to in paragraph* (b), (c), (d), (o), (f), (g), (h) and (j) of Section 1 of eaid Sale Agreement, except the property de- acrlbed in the document referred to ia paragraph 7 of thia aection. 3. Document in which Salt take Company and ita lea- aee, Union Pacific, aa Grantors, grant to the Diatrict righta of way and oaeementa for the ccnatruction, mainte- nance, operation, repair and replacement of the pipe linea referred to in aubparagrapha (k-l)to (k-5), lnclualve, and (k-7) to (k-H) of paragraph (k) of Section 1 of the Sale Agreement. 3. 1 2 3 4 5 6 7 8 9 1 0 11 12 13 1 4 1 5 1 6 17 118 19 20 21 22 23 24 25 26 4. Document in which Silt Lake Company and it* Lot- to*, Union Pacific, at Grantors, grant to tho Diatrict eatement for the construction, maintenance, operation, re- pair and replacement of the electric power line referred to in tubparagraph (k-15) of Paragraph (k) of Section 1 of the gale Agreement. 5. Deed in which Salt Lake Company aa Grantor con- voys to Union Pacific the land doacribed ia paragraph (1) of Section 1 of tho Sale Agreement. 6. Deed in which Union Pacific aa Grantor conveya to the District the land doacribed in paragraph (1) of Section 1 of tne Sale Agreement. 7. Bill of Sale ia which the Water Company aa Grant- or asaignt, transfers and conveya unto the District certain pipe linos and wire linea and appurtenanoea referred to in paragrapha (h) to (1) of Section 3 sad a certain pumping atation and appurtenances referred to la paragraph (d) of Section 5 of said Sale Agreement. 8. Copy of Deed, certified by the Couaty Recorder of Clark County, Nevada, to bo a true copy of Deed dated July 17* 1953* from Salt Lake Company aa Grantor to Union Pacif- ic aa Grantee in which the Grantor conveyed to tho Grantee tho land described as Paresis 1 to 9* inclusive, in Exhib- it *B" attached to the Sale Agreement ia the form of and containing all of the proviaiona of aaid Exhibit "B", which deed was recorded July 31* 1953, in Book 71* Pago 373* of 4 1 2 3 4 5 6 7 8 9 10 11 1 2 13 1 4 1 5 1 6 17 US 19 20 21 22 23 24 25 26 Doeda, la the office of the County Recorder of Clark County, Nevada. 9. Copy of Deed, certified by the County Recorder of Clark County, Nevada, to be a true copy of Deed dated July 18, 1953* fro* Union Pacific aa Orantor to Hater Company aa Grantee wherein the Grantor conveyed to the Grantee the land doacribed aa Parcels 1 to 9, inclusive, in Exhibit B" attached to the Sale Agreement, and which Deed contained a covenant on the part of the Orantor in tho form of Exhibit B-l' attached to the Sale Agreement assigning, transfer- ring and conveying to the Grantee ell of tho rights and in- terests of the Grantor aa tho Grantee and Covenantee in the deed dated July 17, 1953, referred to in paragraph 8 of this Section,and which deed dated July 18, 1953* waa recorded July 31* 1953* in Book 71* page 279* of Deeda, in tho office of the County Recorder of Clark County, Nevada. IV Tho Sellera authorize you to record the Deed referred to n paragraph 5 of Section III of these Instructions and to deliver o the Diatrict the documenta referred to in paragraphs 1 to 4, in- lualve, and in paragraphs 6 to 9* inclusive, of said section upon he sale date, if en the sale date (a) You pay to the Water Company the Preliminary Pur- chase Price of *2,317*663.*3. (b) You rumish to tho Diatrict a polity of title in- surance iaaued by the PIONEER TITLE INSURANCE COMPANY, of 5. 1 2 3 4 5 6 7 8 9 1 0 11 1 2 1 3 1 4 1 5 1 6 17 118 19 20 21 22 23 24 25 26 Laa Vagaa, Nevada, with liability not exceeding $267*650.30, shewing title to the landa described in Exhibit "B" attached to the Sale Agreement to be vested in the Diatrict free and clear of all encumbrancea aave and except ell general and apecial State, county and City taxes for the calendar year 1954 and all conditions, reatrlctlona, roaervatlona, eaae- menta and Certificates of Appropriation of Water of Record including that certain Certificate of Appropriation bear- ing Application No. 7200 and Certificate Record Mo. 1631* Book 6, page 1631, laaued to Loa Angelea A salt lake Rail- road Company, authorising the appropriation of 2.5 cubic feet of water per aeeond for railroad and domestic uae, which Certificate of Appropriation waa recorded May 1*, 1930* in Book 1 of water Appropriations, Page 76* in the office of the County Recorder of Clark county, Nevada. (c) You fumlah to the Diatrict a preliminary title report issued by the Pioneer Title Insurance Company snow- ing sll eaeementa, licenses, leeeea, contraeta or permits of record pursuant to which the water Company on the sale date owns the right to construct, maintain* operate or re- new under, along, upon and aeroea the landa of othera any and all water pipe lines and their appurtonancea owned or operated by the Water Company on aaid date for the purpoa- oe of dlatributing water aa a public utility ia the City of laa Vegas, Nevada. (d) There aball remain ia your poeaoesion the Pur- 6 1 2 3 4 5 6 7 8 9 10 11 1 2 13 14 15 1 6 17 1)8 19 20 21 22 23 24 25 26 ctaae Price Adjustment Fund of $157,362.75, which you will hold tad diaburae tt provided in Section VII of thete Instruction*. (o) There shall remain in your possession the Relo- cation Fund of $352,090.00, ahieh you will hold tad dis- burse as provided in Section VIII of these Instructions. V Tho District agreea that on or before June 15, 1?$4, the Diatrict will hand you the sum of $2,827,046.18, $2,475,046.18 of which is the Estimated Purchaao Price of the properties referred to in Section 1 of the gale Agreement, and $352,000.30 of which ia the amount of the Relocation Fund referred to ia Section 5 of the Sale ^Agreement. VI The Diatrict authorises you to pay to laa Vega* Land and ^ater Company upon the aale date the Preliminary Purchase Price of $2,317*663.43, to hold the Purchase Price Adjustment Fund of $157*3c2.75, subject to the provisions of Section VII of these Instructions, and to hold the Relocation Fund of $352,000.00 subject to tho proviaiona of Section VIII of theao Inatructiona, if on the sale date: (a) You record tho deed referred to in paragraph 5 of Section III of theae Inatructiona and deliver to the Diatrict the documenta referred to in paragrapha 1 to 4, inclusive, and in paragrapha 6 to 9, incluaive, of aaid section, all of which document* shall comply with the pro- visions of tho sale Agreement. 1 2 3 4 5 6 7 8 9 10 1 1 12 13 1 4 1 5 1 6 17 118 19 20 21 22 23 24 25 26 (b) You have received written notice fro* the Sell- ers and the District that the sellera have delivered to the Diatrict the documenta, booka, atapa, records and file cabinets referred to in paragraph (m) of Section 1 of aaid gale Agreement. (c) You furniah to the Diatrict the policy of title insurance referred to la paragraph (b) of section IV of these Instructions. (d) All general and apecial State, County and City taxea for years prior to the calendar year 1$54 upon tho property referred to ia section 1 of the gale Agreement have been paid. (e) You furniah to the Dlatriet a preliminary title report iaaued by the Pioneer Title Insurance company ahow- lng all eaaementa, licensee, leasee, contracts or permita of record pursuant to which the Mater Company on the sale it date owna the right to construct, maintain, operate or re- new under, along, upon and aeroaa tho land* of othera any and all water pipe lines and their appurtonancoa owned or operated by the water Company on said date for the purpoao of diatrlbutlag water as a public utillt ia the City of Las Vegaa, Nevada. The Dlatriet also autherissa you to record with the County Recorder of Clark County, Nevada, the documents referred to In paragraphs 1, 2, 3* * and 6 of Section III of those Instructions at the time of tho delivery of said documenta by you to the District. 8. 1 2 3 4 5 6 7 8 9 10 11 1 2 13 14 1 5 1 6 17 118 19 20 21 22 23 24 25 26 ou are Instructed net to record the Bill of Sale referred to in aragraph 7 ef Section III of these Inatructiona. VII It la agreed between nhe Sellera and the Diatrict that he final purchaae price which the Water Company ahall receive for he prcpertiea referred to in Section 1 of the Sale Agreement ahall e the Preliminary Purchase Price of $2,317*^63.43 plus ameunta to e added thereto purauant to the provlaiona ef Section 9 of the Sale greement for the period. May 1, 195*, to the sale date, leas amounta o be deducted therefrom pursuant to the provlaiona of Section 10 of he Sale Agreement for the period, May 1, 1954, to the sale date, romptly after the eale date the Sellers ahall complete the account- ng for the adjuatmenta in the purchaae price of the properties re- erred to in Section 1 of the Sale Agreement to bo made for the po- led from May 1, 1954, to the aale date purauant to the provlaiona f Sections 9 and 10 of the Sale Agreement. Upon the completion of aid accounting by Sellers the District shall promptly audit the rec- rda of the Sellers with respect to aaid adjuatmenta. When the par- ies eve agreed upon the adjuatmenta in the purchaae price of the aid propertioe to be sada for the period, May I, 1354, to she aale ate, all of aald parties shall give you written instructions aa to he manner in Which you shsll dlaburae the Purchaae Price Adjuatmant und of $157,382.75 which you are holding purauant to the provi- iona of paragraph (d) of Section IV and purauant to Section VI of heae Inatructlona. If the partlea are unable to agree upon written natructiona to you for t*e dlaburaement of aaid fund, you ahall hold 9. 1 2 3 4 5 6 7 8 9 10 11 12 13 1 4 1 5 1 6 17 118 19 20 21 22 23 24 25 26 aaid fu d until ordered to diabtrse the aame in accordance witn the final judgment of a court of competent jurisdiction adjudicating the rigrta of the Sellers and the Diatrict to aaid fund, at *hich time you shall dlaburae the Purchase Price Adjustment Pund in ac- cordance Mith aaid fi si judgment. After the final purcnaae price of r,he prcpertiea referred to ir Section 1 of the Sale Agreement la determined either by agreement of the partiea or by final Jud^meat of a court of competent Jurisdiction in tho event the partiea here- o are unable to agree, you ahall disburse tho Purchaae Price Ad- justment Pund as fellows* (a) If the final purchaae price ia leaa than the Pre- liminary Purchaae Price of $2,317*663.43, the Water Com- pany ahall promptly pay to the Diatrict the difference be- tween the final price ao determined and the Preliminary Purchaae Price received by the Water Company upon the sale date, and you ahall pay the District the entire amount of the Purchaae Price Adjuatment Fund of $157,382.75. (b) If tho final purchaae price ia in exceea of the Estimated Purchaae Price of $2,475,046.16, tho Dlatriet ahall promptly pay to tho water Company the difference be- tween said Estimated purchase Price and tho final purchaae price of said propertlea, determined aa in thla section provided, end you ahall pay the water Company the entire aatount of the Purchaae Price Adjuateont Pund of $157,3^2.75. (e) If the final purchaae price ahall bo in exeeaa of the Preliminary Purchaae Price but leaa than the Batlmatod 10 1 2 3 4 5 6 7 8 9 1 0 1 1 1 2 13 1 4 1 5 1 6 17 118 19 20 21 22 23 24 25 26 Purcnaao Price, you ahall promptly pay the entire amount ef the Purchaae Price Adjustment Fund of 3157*332.75 to the water Company and the Diatrict In auch amounta aa may have been determined by aaid agreement of the partlea or by aaid final judgment ef a court of competent juria- dietlon. VIII All ef the prcviaiona of Section 5 of the Sale Agreement and all of the other portlona of aaid agreement referred to In aaid Section 5 are incorporated herein by reference and made a part here- of aa if fully act forth heroin. After the sale dane you are In- structed to hold the Relocation Fund of $352,000.03 and to diaburae it aa provided in Section $ of the Sale Agreement. I IX Yea are instructed to prorate all general and apeeial State, Cou ty and Ctty taxea levied and aaaeaaad for the calendar year 1954 upon the property referred to in Section 1 of the Sale Agreement aa of the aale date, ic ia agreed by the parties that auch taxea ahall not include ta*ea for the calendar year 1954 lev- ied purauant to aaaeaataenta made by the Nevada Tax Coauaiaaicn under Section ^546 of the Nevada Compiled lawa of 1929 aa amended upon any propertlea of the Salt Lake Company and the Unto^ Pacific, wich tne aaid Railroad companiea agree to pay afore delinquency. The prora- tion of taxea provided for heroin ahall be made after the aale date at the time the final purchaae price ia determined and the Purchaae Price Adjustment Fund ia diaburaed by you In accordance with the 11. 1 2 3 4 5 6 7 8 9 1 0 11 1 2 1 3 1 4 1 5 1 6 17 118 19 20 2 1 22 23 24 25 26 provisions of Section VII hereof. You ere instructed to request the Pioneer Title Insurance Company at once to a tar-; preliminary search of title ^o the proper- ty referred to in paragraph (a) of 3eer.i<,n 1 of the 3ale Agreement and to star". completion, of tne jrellmirary report referree to in paragraph (c) of Sect on IV of these inatructiona *nich trion Pacif- ic hoe heretofore ordered outside of thla escrow. The Sellera ahall pay for the policy of title insurance and the preliminary title report referred to in paragraphia (t) and (c) of Section iv of thoae Inatructiona, the coot of documentary stsmpa o Le affixed by you purauant to Section 3*>2 of the Inter- nal Revenue Code on all instruments conveying londa, tenement* or realty o the District, tte cost of recording he document referred o in paragraph 3 of ection III of these Inatructiona, and one-half of your eacrow feea. Prior to the aalo date the Sellers will in- struct yot ss to he amount of documentary atampa to be affixed by jyou purauant to 3ect on 3^b2 of tne Internal hevenuo Code. The Dis- I rict shall pay the coat of reeordl g the documents referred to in paragrapha 1, 2, 3* 4, end 6 of Section III hereof arid one-half of your eacrow feea. X All funds received by you in this escrow Shall bo held in trust ay yo^ as s special deposit end ahall bo kept aoparate and aiatinet from your genorsl saaoto. All payments made by you to the water Company shall be aade by cashier's chock, which shsll bo sent by united States regia- 12. 1 2 3 4 5 6 7 8 9 10 11 1 2 13 14 1 5 1 6 17 118 19 20 2 1 22 23 24 25 26 ered, air mail on tho day of the payment to L. I. Burri, Treasurer of the water Company, at 1416 Dodge Street, Omaha 2, Nebraska. All psymeata made by you to the Salt Lake Company or the Union Pacific ahall be made by caahier'a cheek, which ahall be aent by united Statea registered, air mail on the day of the payment to L. L. Burri, their Aaalatant Treasurer, at 1416 Dodge Street, Omaha 2, Nebraska. XI when the Sellers have delivered to you the documenta re- ferred to in Paragraph III of theae Escrow instructions, you shall promptly give written aotiee thereof to the Diatrict. when the Dis- trict shall have delivered to you the total amount of money referred to la Paragreph V of theae Instructions, you shall immediately give written notice thereof to the Sellera. Time ia of the eaaence of theae Instructions. If you are unable to complete the transfer of the properties referred to in Section 1 of the Sole Agreement through this escrow on the sale date, any party who then ahall have fully complied with its instruc- tions may in writing demand the return of its money or property. If no party naa complied, no demand for return thereof ahall be recog- nized until twenty (20) daya after tho eacrow holder ahall have sailed coplea of such demand to all other partiea at their reapect- Lve addroaaea shown in tneae Escrow Inatructiona. Any amendment of or supplement to theae Instructions must so in writiag. All notices to the Sellers, or any of them, ahall be given 13. 1 2 3 4 5 6 7 8 9 1 0 11 12 13 14 1 5 1 6 17 118 1 9 20 21 22 23 24 25 26 to *M. BERNHARDT, Vie* Preaident of the Sellers st 422 west Sixth Street, loa Angeles 14, California. All notices to the District shall be given to the District at 933 South Fifth Street, las Vegas Nevada. LOS^ANCSlgg & SALT IAKE RAILROAD COMPANY UNION PACIFIC RAILROAD COMPANY LAS VSOAS LAND AN) WATER COMPANY sy_ s. A. E. STODDARD freaident LAS VB0A3 VALLEY WATER DISTRICT By_ President The undersigned hereby accepta the foregoing oacro*, thia 3*y <***___, 1954. FIRST NATIONAL BANK OF NEVADA By_ TIs- 14