2008-106-RES-Extension of a memorandum of understanding date Jan. 14, 08 between the city of paris,tx and the city of irving tx pertaining to the feasibility study and possible sale and transportation of raw water fro Lake Pat Mayse to the city ot Irving.

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MEMORANDUM OF UNDERSTANDING TO EXCLUSIVELY NEGOTIATE January The City of Irving, Texas ( Irving ) and the City of Paris, Texas ("Paris") (jointly referred to a the "Parties") enter into this Memorandum of Understanding (uMOU") on the 14ttof , 200f$ (the "Effective Date") to express their agreement to enter exclusive nego iations for Paris to sell water from Lake Pat Mayse to Irving and to assist Irving as follows: acqu ring rights-of-way; seeking approval of required permitting for inter-basin transfer and, poss bly the development of new sources; and providing for the storage and conveyance of wate from sources outside Lake Pat Mayse (the "Project"). This is an interiocal agreement, entered pursuant to Chapter 791, Texas Government Cod that sets out the Parties' agreement to undertake negotiation of a water supply agreement (the `Agreement") pursuant to the terrns set forth below. This memorandum of understanding doe not obligate either party to enter such an Aareement in the event that the Parties are una le to agree upon the terms of the Agreement. This MOU sets forth the general concepts the parties desire to make part of the Agr ment. Neither party has agreed to all aspects of the issues outlined below relating to the Agr ment. However, Irving and Paris each agree that they are conducting these discussions in g od faith with the expectation that an Agreement will be reached. The parties understand that II representations and commitments of Irving and Paris relating to the Agreement require form I approval of their respective City Councils. BACKGROUND January 14, 2008, By formal action of the City Council of Paris on seeembeF and by resolution number ~a•t ~'t-499 adopted by the City Council of Irving on Dec mber 13, 2007, Paris and Irving have confirmed their commitment to negotiate an Agr ement for the Project as outlined in this MOU, have.been authorized to enter into this MOU, and have instructed their respective City staffs to continue negotiations with a goal of bringing the roject to a successful conclusion. But acknowledging that there is no guarantee by either partthat an Agreement will be reached. SUMMARY OF TERMS AND CONDITIONS ng will be responsible for the following: a. Payment to Paris of $40,000 for entering this exclusive negotiation. Payment to be received by Paris within ten (10) days of executing this Memorandum of Understanding. b. Reimbursing Paris for all engineering, feasibility, financial, legal, legislative or public relations consulting expenses incurred by Paris and related to this proposal or the sale, transfer or transportation of water from Lake Pat Mayse in an amount not to exceed One Hundred and Sixty Thousand And No/100 Dollars ($160,000). Irving agrees to reimburse Paris for all such expenses within thirty (30) days of receipt of statement from Paris. Irving further agrees to furnish a written explanation as to any disputed expenses within ten (10) business days of receiving the statement from Paris. The rarties agree to work together to resolve any disputed expenses, and if this fails, the parties agree to submit to mediation to resolve said dispute. The mediation must take place within sixty (60) days of the date Irving disputes said expenses and mediation M Between Irving and Paris 1 EXHIB{T g