Draft offer of Las Vegas Valley Water District to purchase the water production lands and facilities of the Las Vegas Land and Water Company and the railroad, October 15, 1952

Officers and Directors HOWARD P. CLARK THOMAS A. CAMPBELL Chief Engineer President and SPENCER L. BUTTERFIELD Manager Vice President WILLIAM COULTHARD Secy.-Treas. LAS VEGAS VALLEY HARRY E. MILLER E. OTTO UNDERHILL WATER DISTRICT JAMES CASHMAN JOHN BUNCH 900 South 5th Street Las Vegas, Nevada Telephone 5920 October 15, 1952 P. 0. Box 1448 To: Union Pacific Railroad Company Los Angeles and Salt Lake Railroad Company; and Las Vegas Land and Water Company: The undersigned, Las Vegas Valley Water District, a water district created and existing pursuant to the provisions of Chapter 167 of the 1947 Statutes of Nevada, as amended by Chapter 130 of the 1949 Statutes of Nevada, and as amended by Chapter 307 of the 1951 Statutes of Nevada, hereinafter sometimes called "District", does hereby offer you the sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) for: (a) The five hundred seven (507) Acres, more or less, of water-bearing land, as indicated by the shaded portion of the plat attached hereto, marked Exhibit "A", and made a part hereof, together with all of the Improvements thereon and the appurtenances thereunto belonging; (b) All of the water and rights to water rising upon, or flowing from the land described in (a) above, including the water produced by pumping from wells located thereon; Exclusive, however, of the water right reserved in the Deed from Helen J. Stewart, et al, to W. A. Clark, dated December 8, 1902, and recorded in Book U of Real Estate Deeds at Page 222, Lincoln County, Nevada, Records, and except it is understood, that pursuant to the Certificate of Appropriation issued by the State Engineer of the State of Nevada to Los Angeles & Salt Lake Railroad Company under Application No. 7200, which Certificate is recorded in Book 1 of Water Appropriations at page 76, Clark County, Nevada, Records, said Railroad Company has the right to appropriate from the Las Vegas Artesian Basin through Well No. 1 (which well is located in SW 1/4 of the SW 1/4; of the SW 1/4 of Section 29, Tp. 20 South, Range 61 East, M.D.B. & M.) two and one-half (2.5 c.f.s.) cubic feet per second of water, or so much thereof as it can put to a beneficial use, for railroad purposes. That the right to appropriate said water for such purpose is to be reserved by said Railroad Company, but said Railroad Company will obtain said water through its Shop Well, which is located in the NW 1/4 of the SW 1/4 of the NW 1/4 of Section 34, in said Township, or through a well to be drilled by it at a point within a radius of one hundred feet from said shop well. Should said Railroad Company make application to the State Engineer to change the point of Diversion of said 2.5 c.f.s of water from said Well No. 1 to said Shop Well, or to a well to be drilled by it within a radius of one hundred feet from said Shop Well, the District will not protest nor contest such application. (c) Rights-of-way and Easements for the pipe lines extending from the land described in (a) above over lands owned or held by you, in location as same now exist, also rights-of-way and easements for power lines extending to the land described in (a) above, in location as such power lines now exist, over lands owned or held by you; subject, however, to an Agreement, between Union Pacific Railroad Company, and Los Angeles and Salt Lake Railroad Company, as parties of one part, and the District, as party of the other part, in the form hereto attached, marked Exhibit B and made a part hereof, which Agreement the District agrees to execute at the time of the acceptance of this offer by you. (d) All of your water production facilities and all of your water distribution facilities (exclusive of said Shop Well, and exclusive of the Well drilled by Las Vegas Land & Water Company located in Section 26, Township 20 South, Range 61 East, M.D.B. & M., and all production and distribution facilities connected with both said wells) but including automotive, shop and other equipment, material and supplies on hand belonging to Las Vegas Land and Water Company, and all additions and betterments (including the Hyde Park additions and betterments), as the same exist as of September 1st, 1952, and all additions and betterments being constructed, and those for the construction of which contracts have been executed prior to September 1st, 1952. (e) You will encumber all other land in Sections 27, 28, 29, 30, 31, 32, 33, and 34, Township 20 South, Range 61 East, M.D.B. & M., owned or held by you, for a term of fifty years, with a covenant, running with the land, to the effect that no water well shall be drilled or dug thereon, to a depth exceeding one hundred feet, except that, it is understood the said Shop Well is in need of repairs and that it may be for the best interests of all concerned that a new well be drilled in the vicinity of said Shop Well to replace the same. Said Railroad Company shall have the right to drill a well within a radius of 100 feet from said Shop Well, through which it may appropriate the water for railroad purposes reserved by it pursuant to (b) above, provided, however, that as and when such well is completed, said Railroad Company will cause said Shop Well to be plugged so that the water encountered therein shall not be wasted, as the word "waste" is defined by Section 7993.11 Nevada Compiled Laws, 1943-1949. The cost of all improvements for the construction of which contracts have been executed subsequent to September 1st, 1952, and up to the date of consummation of the sale, will be added to the amount of the purchase price. Said purchase price shall be paid to you in cash or in such other medium of payment as you may designate. It Is understood that in order to finance this purchase it is necessary that the undersigned be authorized to issue bonds pursuant to the Statute under which the undersigned was created and is acting. Therefore, one of the conditions of this offer is that it shall not be binding upon the undersigned until its bonds so to be authorized are sold and the money therefrom is available. This offer shall remain in effect until it is rejected by you or is withdrawn by the undersigned by notice given thirty days before such withdrawal becomes effective, which notice shall be made and given with the same formality as this offer is made and given. Will you please advise your reaction to this offer, and if tentatively acceptable, will you suggest a time and place where your attorneys can meet with ours, to draw up the papers setting forth a detailed agreement between us pertaining to the subject matter of this offer. Dated this 15th day of October, 1952. LAS VEGAS VALLEY WATER DISTRICT (Sgd) Thomas A. Campbell Thomas A. Campbell, President (Sgd) Spencer L. Butterfield Spencer L. Butterfield, Vice-President (Sgd) G. William Coulthard G. William Coulthard, Secy-Treas. (Sgd) Harry E. Miller_ Harry E. Miller, Director (Sgd) James Cashman_ James Cashman, Director (Sgd) John Bunch_ John Bunch, Director