Contract between the Union Pacific and Los Angeles & Salt Lake Railroad Companies, and the Las Vegas Valley Water District, August 29, 1952

2ND REDRAFT EEB:MF Aug 29,1952 THIS AGREEMENT, made and entered into this _ day of _, 1952, by and between UNION PACIFIC RAILROAD COMPANY and LOS ANGELES & SALT LAKE RAILROAD COMPANY, corporations of the State of Utah (hereinafter sometimes called "Union Pacific"), and LAS VEGAS VALLEY WATER DISTRICT created under and by virtue of Chapter 167 of the laws of the State of Nevada, 1947 Session (hereinafter called "District"), WITNESSETH: Recitals 1. WHEREAS the Union Pacific, the LAS VEGAS LAND AND WATER COMPANY and the District propose to enter into an agreement for the purchase by the District of the distribution system of the Las Vegas Land and Water Company in the City of Las Vegas and the water production facilities, including land, of the Union Pacific in the City of Las Vegas; and 2. WHEREAS upon completion of such negotiations the District will have acquired from the Union Pacific all those lands shown in pink on the map attached hereto, marked Exhibit "A", identified as Engineer's Drawing No. _ and made a part hereof; and 3. WHEREAS in connection with the utilization of said water production facilities certain pipe lines and pole t lines have heretofore been constructed over the property of the Union Pacific not to be acquired by the District; and 4. WHEREAS it is desirable to both parties to have said pipe lines and pole lines removed from the property of the Union Pacific; Agreement NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is agreed as follows: Section 1. The District agrees that it will, at its sole cost and expense and within _ months from the effective date of this agreement, remove from the premises of the Union Pacific the following pipe lines and pole lines: (a) That certain pipe line shown in broken black and white line between points KK and LL on said Exhibit "A", being in part a 12-inch cast iron and in part a 14-inch transite pipe line. (b) That certain 8-inch cast iron pipe line shown in broken black and white line between points II and JJ on said Exhibit "A". (c) That certain three-wire power line shown in broken black and green line between points AA and BB on said Exhibit "A". (d) Those certain six-wire power lines, two wire telephone circuits and two telemeter wires shown in broken black and green lines between points CC and GG on said Exhibit "A". Section 2. The Union Pacific shall have the right at any time during the effective life of this contract after giving the District sixty (60) days written notice of its intention so to do to construct an adequate pipe line of a capacity of the existing 24-inch cast iron pipe line and 16-inch transite pipe line shown on said Exhibit "A" by broken black and red lines of a type and size to be mutually agreed upon; and in the event the parties cannot agree upon the character of said proposed pipe line, the same shall be constructed by the Union Pacific of 36-inch cast iron or pipe of a similar character. Said proposed pipe line shall be constructed in the location shown in a broken red and white line on said Exhibit "A" in the locations between points A and V and points V and K. Union Pacific shall also have the right to construct a 24-inch pipe line in the location shown in broken red and white line between points K and E on said Exhibit "A" and an 8-inch cast iron pipe line in the location shown in broken red and white lines on said Exhibit "A" between points Y and D, it being understood that unless the parties can agree upon the type of said 24-inch and 8-inch pipe lines, the Union Pacific shall construct said pipe lines pursuant to good engineering practice and of the approximate capacity hereinabove mentioned. Union Pacific shall also have the right to relocate the pumping station now located at point HH to a new location shown in solid green square on said Exhibit "A", near point R. The right to construct said pipe line shall include the right to construct pumps, valves, connections and appurtenances. It is mutually understood and agreed that the estimated cost of said pipe lines hereinabove in this section referred to, including all appurtenances and pumping stations, is $300,000.00, this sum being an estimated cost, the actual amount of said final cost to be determined upon the completion of said pipe line facilities and pumping station. Section 3. Union Pacific agrees to grant by separate instrument a parcel of land approximately _ square feet in area for the construction of said relocated pumping station shown in green near point R on said Exhibit "A" for a consideration of _? Section 4. Said pipe lines, appurtenances and pumping station shall be constructed under the direction of the District pursuant to a contract entered into between the Union Pacific and a contractor after bids have been obtained therefor, and the contract price thereof, plus _% for supervision, shall be considered as the cost of said pipe line facilities and pumping station. Section 5. The District shall open a trust fund in the_______Bank of Las Vegas, Nevada, on the first day of the month next succeeding the effective date of this agreement and shall deposit therein monthly the sum of $_, to be held in trust and to be used for the purposes hereinafter stated. Said monthly sum is based upon an estimated one-twelfth (1/12) of the annual payments of Fifteen Thousand Dollars for a period of twenty (20) years. Section 6. Upon commencement of construction of the said pipe line facilities and pumping station referred to in Section 2 hereof, the said ___ Bank shall pay to the Union Pacific all amounts deposited in said trust fund, plus interest, if any, and the District shall thereafter pay monthly to the Union Pacific on or before the tenth day of each month the sum of $_ together with interest at _% per annum on the unpaid balances until the Union Pacific shall have been reimbursed for the cost of said pipe line facilities and pumping station. Section 7. Upon completion of said pipe line facilities and pumping station the District shall connect thereto its water producing facilities and shall immediately thereafter remove from the premises of the Union Pacific the 24-inch cast iron pipe line and the 16-inch transite pipe line shown in broken red and black lines on said Exhibit "A" and restore the premises of the Union Pacific to the condition in which they were prior to such removal. The said pipe line when so removed shall remain the property of the District. Section 8, The District shall have the right at any time prior to the service upon it of the notice hereinabove in Section 2 provided to notify the Union Pacific that it proposes to remove said pipe lines shown in broken red and black lines on said Exhibit "A" at its sole cost and expense and to construct new pipe lines in lieu thereof and thereupon, within a reasonable time thereafter, commence construction of said new pipe lines. Upon the completion of such pipe lines it shall then forthwith remove from the lands of the Union Pacific said pipe lines shown in broken black and red lines on said Exhibit "A". In the event the District desires to locate said new pipe line or pipe lines upon property of the Union Pacific, the Union Pacific agrees that it will grant easements therefor along section lines of property owned by it, said easements being more particularly hereinafter described. Section 9. The Union Pacific agrees that it will, at the request of the District and by separate documents, grant to the District an easement or easements for pipe lines in the following locations shown in solid red line on said Exhibit "A": (a) Between points S, T and U, V; (b) Between points D and MM; (c) Between points E, F and G; (d) Between points F and I and H and J; (e) Between points K and M; (f) Between points L and 0 and N and P; (g) Between points JJ and Q; (h) Between points R and Z. Pending the removal of said pipe lines and pole lines described in Section 1 hereof the Union Pacific agrees to grant by separate document a temporary easement or easements as follows: (a) Pipe line easement, 10 feet in width, shown in broken black and white line on Exhibit "A" between points KK and LL. (b) Pipe line easement, 10 feet in width, shown in broken black and white lines on Exhibit "A" between points II and JJ. (c) Power line easements, 20 feet in width, shown in broken black and green lines on said Exhibit "A" between points AA and BB, CC and DD, EE and GG, and FF and HH. Said easements shall not exceed a width of _ feet and shall reserve in the Union Pacific the right to construct roads, highways, pipe lines or wire lines over and across said easement strips provided the same shall not unreasonably interfere with the use of said easement strips by the District for the purposes granted. As consideration for said easements the District agrees to pay the Union Pacific the sum of $_. Said easements shall also provide that in the event said pipe lines, or any of them, shall be removed from said easement strips, those easements from which said pipe lines shall have been removed shall revert to the Union Pacific. Section 10. The Union Pacific agrees to grant by separate instruments to the District or its designated company an easement or easements along section lines of property owned by the Union Pacific for the construction of power lines and appurtenances necessary in the operation of the facilities to be acquired by the District. Section 11. Upon the election of the District to remove at its own expense as hereinabove in Section 3 provided said pipe lines shown in broken red and black lines on said Exhibit "A" and upon the completion of said removal the trust fund hereinabove established pursuant to Section 5 shall be terminated, and any moneys therein shall be turned over to the District. Section 12. Pending the service of notice by the Union Pacific as provided in Section 2 hereof of its intention to construct said pipe lines shown in broken red and white lines on said Exhibit "A", the Union Pacific agrees to grant to the District by separate document a temporary easement or easements _ feet in width for the maintenance, use, operation and repair of said pipe lines shown in broken red and black lines on said Exhibit "A", in consideration of which the District agrees to pay the Union Pacific the sum of $_ per month. Section 13. In the event the Union Pacific shall not have elected to remove said pipe line shown in broken black and red lines on said Exhibit "A" prior to 19 years subsequent to the effective date of this agreement, and in the event the District shall not have elected to remove, and shall not have removed, said pipe lines prior to said date, then and in that event the said trust fund hereinabove in Section 9 referred to shall be turned over to the Union Pacific, and the Union Pacific shall grant to the District a permanent easement or ease- merits for the maintenance, use and operation of said pipe lines in their present location. Said easements shall be subject to substantially the same terms and conditions of those referred to in Section 9 hereof. Section 14. This agreement shall be executed concurrently with the agreement hereinabove referred to in the recitals wherein and whereby the District acquires the properties of the Union Pacific and the Las Vegas Land and Water Company and shall remain in full force and effect for a period of _ years, subject to mutual modification, amendment or termination in order to carry out the various terms and conditions herein contained. IN WITNESS WHEREOF the parties hereto have executed this agreement the date first herein written. UNION PACIFIC RAILROAD COMPANY LOS ANGELES & SALT LAKE RAILROAD COMPANY By,_^ _ Attest: President Secretary LAS VEGAS VALLEY WATER DISTRICT By__^___ President Attest: Secretary