Signed offer from the Las Vegas Valley Water District to purchase all water production lands, facilities, and rights owned by the Union Pacific Railroad and subsidiaries, August 25, 1952

Officers and Directors THOMAS A CAMPBELL. President Spenser BUTTERFIELD, V.P. William Coulthard, Secy, Treas. HARRY E. MILLER E OTTO UNDERHILL JAMES CASHMAN JOHN BUNCH LAS VEGAS VALLEY WATER DISTRICT 900 SOUTH 5TH STREET LAS VEGAS. NEVADA August 25, 1952 HOWARD F. CLARK 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, 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; (c) A temporary right-of-way or easement 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, provided that the location of said easements may be changed at your option upon your providing a permanent easement over your said lands; (d) A right-of-way or easement for power tines extending to the land described in (a) above, in location as such power lines now exist, over lands owned or held by you; (e) All of your water production facilities and all of your water distribution facilities (exclusive of what is known as the Shop Well, and all production and distribution facilities connected therewith, 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. (f) You will encumber all other land in the Las Vegas Valley, 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. The cost of all improvements made by you subsequent to September 1st, 1952, up to the date of consummation of the sate, 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 25th day of August, 1952. LAS VEGAS VALLEY WATER DISTRICT Thomas A. Campbell, President Spencer L. Butterfield, Vice-President William Coulthard, Secy-Treas. Harry E. Miller, Director James Cashman, Director John Bunch, Director