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m - 3 - all the matters discussed at the Las Vegas conference this matter was left open for further consideration by the Dis­trict officers. Further. I would like to modify the expression in I that paragraph (f). The word "encumber”, while in a sense it may be justified, yet I think should be narrowed down to/ a restriction on the use of the land and that is just what / is intended. An agreement on our part to respect the re- I striction and also to place it on our lessees and on our grantees, too, by way of a covenant running with the land * would seem to effect the intended purpose. From the above it is apparent that the offer can­not be accepted as it stands. The best way to effect a clear mutual understanding is to draft a form of complete contract between the parties. It is my suggestion that Mr. Bennett be asked to undertake this, collaborating with Mr. Reinhardt, and embodying in the draft what these gentle­men conclude we can fairly expect and accept. After this draft has been referred here for your consideration it can then be presented to the District for its approval and, if approved, its signature. If you like the idea of having a draft of contract made at this time, it is my suggestion that Mr. Reinhardt be requested to follow up his letter of August 27th to the Water District in which he indicated that some clarification in the offer was necessary. He could advise the District that the offer has been further considered by our people and that we feel a clear mutual understanding can best be achieved by a draft of contract which is being prepared and will be presented as promptly as may be to the District for consideration. /s/ W. R. Rouse