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m Hr. Thoma# a* Campbell 6*21-5* at this tin** We have not, however, cheeked or verified any of the dollar amount* set forth in tha Escrow Instructions, aiziaa we presume that this la a matter which will ha subject to the examination and approval of the District *a accountant, Hr* Conway. Kith raapaet to tha “Amendment to m Eaerow l u s t ^ s t L -- have no objection to tha provisions oontalnad therein, axoaph with possible reference to subparagraph (2) tharaof. this para­graph provides that tha amendment Is not to ha affaetlva unless tha m m m la alosad on July 1, 195*, Apparently, tha assumption la mods that the only party who night pravant tha close of tha escrow on tha said data is the District. There is# however, tha possibility that tha dominants dapositad by Union Pacific night ba insufficient in some respect and that Union Pacific night pravant the escrow from halng oloaad. Zt would appear to us that If a failure to d o s e the escrow occurred by reason of delinquency on the part of Union Pacific, the District should not be penalised by being compelled to pay tha cost of tha donated properties* Tha natter of whether or not tha District can ba com­pelled to pay the cost of the denoted properties (fire hydrant connections) presents a vexing problem, Under the literal pro­visions of the contract with Union Pacific, Union Pacific is en­titled to receive payment for the value of such donated properties* however, it was never the intention of Union Pacific or the Dis­trict that the District should be compelled to pay the value of the donated properties or that Union Pacific should receive a “windfall* by reason thereof. On this basis, it is our view that tha District scull bring an action for tha reformation of the agreement whereby union Pacific would not be entitled to receive payment for the value of the donated properties. From our telephone conversations, It is our understand­nilnlgl that the hoard of Directors or the officers of tha District contact Union Pacific representatives concerning whether the sserow is to be completed cut July 1, 19§*« Vary truly yours, 0 s e l v e s ? & n u t s 3y Franklin f« Hamilton FTHtgv Inals. cat Nr. Nelson Conway Deo A* NcMamec, Esq* VHr* Harry !« Hiller Nr* william C* Renshaw Hr.!* S* Bennett