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U N IO N PACIFIC R A ILR O A D CO M PAN Y O M A H A 2 , N E B R A S K A A. E. S TO D D A R D , P R E S ID E N T February 6 , 1953 Board of Directors Las Vegas Valley Water District Las Vegas, Nevada Gentlemen: The undersigned Railroad Companies and Water Company have your letter of January 31, 1953, offering to purchase the water production and water distribution facilities to­gether with the 507 acres of water-bearing lands and water rights of the undersigned which are more specifically de­scribed in your letter. Attached to your letter were a proposed agreement, designated as Exhibit "A", and a print, designated as Exhibit "A-l", providing f o r .relocation or removal of pipe lines and wire lines. The undersigned ac­cept your proposal subject to the following understanding: 1. Your proposal and this acceptance do not constitute a binding contract of purchase and sale, but are intended only to state the basis upon which formal agreements will be p r e ­pared for execution by you and by the under­signed. 2. For corporate reasons it may be desir— able for the ultimate conveyance of the proper­ties above mentioned to be made to you by one or more of the undersigned, and it is understood that the undersigned reserve the right to make inter-company transfers and to convey the prop­erties to you by any means which they elect which will result in the transfer of title to all of the said properties to you in consider­ation of the total purchase price mentioned in your letter of January 3 1 , 19 5 3. 3 3. The obligation which the undersigned may undertake under the formal agreements to convey the said properties to you will be sub­ject to their ability to obtain such approval' of applicable governmental authority, including the Nevada Public Service Commission, as may be required.