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X , Las Vegas V a lle y Water D i s t r i c t June 14, 1954 representing amounts taken Into the Investment accounts of the Water Company as donations. Mr. Bennett informs me that your accountants were unable to verify the estimated purchase price of $2,557,000.00, which would have provided a purchase price adjustment fund of $239*336.57* which Mr. Bennett suggested to Mr. Hamilton in his letter of May 26, 1954. As Mr. Bennett stated in his letter of May 26, 1954, this figure represents an estimate made by our auditors of the purchase price as of July 1, 1954* with a cushion for contingencies. A very con­servative estimate made by our auditors of the purchase price as of July 1, 1954, was $2,475*046.18; and the difference b e ­tween that figure and the $2,557*000.00 was a cushion for con­tingencies which, of course, would be returned to the District in the escrow if the total purchase price was less than the total amount deposited. The item of $18,500.00 represents additions to the investment accounts of the Las Vegas Land & Water Company prior to May 1, 1954, in connection with additions to the distribu­tion system made pursuant to Rule 9 of the rules and regulations of that Company, and under Paragraph (c) of Section 9 of the Agreement is properly added to the basic purchase price. Although this is a proper item to include in the pre­liminary purchase price, and although the addition of a cushion for contingencies in the estimated purchase price is proper, our companies are willing to waive the item of $18,500.00, and to establish the preliminary purchase price at $2 ,2 9 9 * 163<>43* and to use $2,475,046.18 as the estimated purchase price, on the condition that the transfer of the system be completed through the escrow on July 1, 1954. I would appreciate a prompt reply if you are willing to immediately go into escrow on this basis. If we do not have a favorable response from you promptly, our companies intend to comply strictly with the terms of the contract and to deliver our signed escrow instructions to the First National Bank of Nevada not later than June 21, 1954, instructing the Bank to deliver the conveyance documents to you upon receipt of a pre­liminary purchase price of $2,317*663.43, provided you have deposited in the escrow an estimated purchase price of $2,475*046.18, and the relocation fund of $352,000.00 called for by Section 5 of the contract. From an operating and administrative standpoint, there is no reason for delaying the transfer beyond July 1, 1954. We have already indicated a willingness to cooperate fully with the -2-