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MEMORANDUM OF UNDERSTANDING TO EXCLUSIVELY NEGOTIATE The City of Irving, Texas ("Irving") and the City of Paris, Texas ("Paris") Qointly referred to as the "Parties") enter into this Memorandum of Understanding (°MOU") on the 14t1of Ianuary 200f g (the "Effective Date") to express their agreement to enter exclusive ~*-'T'r, negotiations for Paris to sell water from Lake Pat Mayse to Irving and to assist Irving as follows: acquiring rights-of-way; seeking approval of required permitting for inter-basin transfer and, possibly the development of new sources; and providing for the storage and conveyance of water from sources outside Lake Pat Mayse (the "ProjecY'). This is an interlocal agreement, entered pursuant to Chapter 791, Texas Government Code that sets out the Parties' agreement to undertake negotiation of a water suppiy agreement (the "Agreement") pursuant to the terms set forth below. This memorandum of understanding does not obligate either party to enter such an Agreement in the event that the Parties are unable to agree upon the terms of the Agreement. . This MOU sets forth the general concepts the parties desire to make part of the Agreement. Neither party has agreed to all aspects of the issues outlined below relating to the Agreement. However, Irving and Paris each agree that they are conducting these discussions in good faith with the expectation that an Agreement will be reached. The parties understand that all representations and commitments of Irving and Paris relating to the Agreement require formal approval of their respective City Councils. BACKGROUND January 14, 2008, By formal action of the City Council of Paris on Seeermbef 4'9~, and by resolution number ia•t3 m•u99 adopted by the City Council of Irving on December 13, 2007, Paris and Irving have confirmed their commitment to negotiate an Agreement 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 Project to a successful conclusion. But acknowledging that there is no guarantee by either party that an Agreement will be reacMed. SUMMARY OF TERMS AND CONDITIONS 1. Irving 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 MOU Between Irving and Paris 1 EXHIBI'T' -L ~ 0 0 6 Z2~w,