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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.RESOLUTION NO. 2008-106 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, AUTHORIZING THE EXTENSION OF A MEMORANDUM OF UNDERSTANDING DATED JANUARY 14, 2008 BETWEEN THE CITY OF PARIS, TEXAS AND THE CITY OF IRVING, TEXAS PERTAINING TO THE FEASIBILITY STUDY AND POSSIBLE SALE AND TRANSPORTATION OF RAW WATER FROM LAKE PAT MAYSE TO THE CITY OF IRVING; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; A1VD DECLARING AN EFFECTIVE DATE. WHEREAS, on January 14, 2008 the City of Paris entered into a memorandum of unde standing with the City of Irving to study the feasibility of selling excess water from Lake Pat ayse to the City of Irving; and, WHEREAS, in February 2008, the City Council of the city of Paris created a Lake Pat Mays Study Committee made up of eleven (11) voting members from the City of Paris and addit onal ex-officio members from Lamar County that had expertise or special interest in the City' water resources; and, WHEREAS, the City Council asked the Study Committee to determine how much water was vailable at Lake Pat Mayse, whether that quantity could be increased or additional water sour es developed, and the amount of raw water needed in the future to meet the City's needs and t e needs of its water customers. The committee first met on March 27, 2008, and has cons lted with HDR Engineering, water attorney Jim Mathews and rate consultant Darrell Cline to assist in the technical areas; and, WHEREAS, the Study Committee has worked diligently on this project for the last eight mon s, but will not be completed with their work and will not have a final report for the City Coun il earlier than March 2009; and, WHEREAS, it is deemed appropriate and in the best interest of the City of Paris and its citiz ns to extend the term of the Memorandum of Understanding between Paris and Irving until June 30, 2009, to allow the Lake Pat Mayse Study Committee to complete their work and pres nt their final report to the Paris City Council, and should in all things be approved. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PAR S. TEXAS: Section 1. That the findings set out in the preamble of this resolution are hereby in all t ings approved. Section 2. That the term of the Memorandum of Understanding dated January 14, 200 between the City of Irving, Texas and the City of Paris, Texas as set forth in Exhibit A attac ed hereto, be, and the same is hereby extended for an additional six months, to June 30, 2009. au ne pr Section 3. That the City Manager of the City of Paris, be, and he is hereby rized and directed to execute on behalf of the City of Paris any and all documents sary to extend the term of the Memorandum of Understanding with the City of Irving as led herein. Section 4. That this resolution shall be effective from and after the date of passage. PASSED AND ADOPTED this 8th day of December, 2008. Jo McCarthy, Mayor Pro Te A'] Ellis, City Clerk PROVED AS TO FORM: Wl Kent NlWyar, qity Attorney 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 shall take place in the City of Paris. The parties shall mutually agree on a mediator, and Irving shall pay for all expenses of the mediation, including the mediator's fee. c. Conducting required engineering studies related to pipeline and water availability and feasibility. Irving agrees to timely share with Paris, and or Paris' engineers, attorneys and/or consuitants, all information, studies and reports received by Irving related to this proposal or the sale, storage, transfer or transportation of water into or from Lake Pate Mayse provided, however, Irving shall not be required to share any information, reports or studies related to Irving's determination of the vatue or pricing of water from Lake Pat Mayse or sold through Lake Pat Mayse. d. Providing anatysis of required permitting and licensing. e. Maintaining communications and negotiations as confidential, as mutually agreed upon by the Parties and to the extent authorized by law, until the water supply agreement is executed or at such time that Paris and Irving mutually agree to terminate this Memorandum of Understanding. Nothing herein shall be interpreted to violate or override the requirements of the Texas Open Meetings Act or Texas Public Information Act. 2 will be responsible for the following: a. Participating in this exclusive negotiation. b. Agreeing not to negotiate with any other party, other than current water customers of Paris or new industrial customers desiring to locate a plant or factory in the city limits of Paris, Texas, regarding sale of a water supply from Pat Mayse Reservoir until after December 31, 2008, or prior to such date if mutually agreed upon by the Parties. c. Cooperating fully in the analysis and evaluation of the feasibility of the Project and timely sharing with Irving, and or Irving's' engineers, attorneys and/or consultants, all information, studies and reports received by Paris related to this proposal or the sale, storage, transfer or transportation of water into or from Lake Pat Mayse; provided, however, Paris shall not be required to share any information, reports or studies related to Paris' determination of the value or pricing of water from Lake Pat Mayse or sold through Lake Pat Mayse. d. Maintain communications and negotiations as confidential, as mutually agreed upon by the Parties and to the extent authorized by law, until the water supply agreement is executed or at such time that Paris and Irving mutually agree to terminate this Memorandum of Understanding. Nothing herein shall be interpreted to violate or override the requirements of the Texas Open Meetings Act or Texas Public Inforrnation Act. 3 -he Parties will work diligently toward studying the feasibility of the Project and negotiating a )roposed contract outlining specific terms of the Agreement and bringing fcrward said :ontract for review to the Irving and Paris City Councils no later than December 31, 2008, inless such date is extended by mutual agreement of the parties. These terms will include: a. Quantity of water available over the ierm of the agreement and agreement extensions. b. Payment terms, including minimum and maximum payments, for water from Lake Pat Mayse. c. Payment terms for water conveyed through Lake Pat Mayse. MOQ Between Irving and Paris 2 d. Drought conservation plan coordination. e. Address future water demands in Paris. f. Minimum lake leveis in Lake Pat Mayse. g. Potential new water sources and return flows. h. Estabiish performance milestones. Paragraph 3 is not intended to be contractual in nature, but only expre5ses the basis upon which the Parties wish to enter into an Agreement. The undersigned acknowledge that paragraph 3 is intended to outline initial terms for consideration only and is in no manner intended to obiigate any party contractually and no such obiigation shall arise unless and until the Agreement has been fully executed by, and delivered to, all parties, in which event, the terms and conditions of the fully executed Agreement shall constitute the complete and final Agreement with respect to water supply purchases. In witness whereof the parties have executed this Mernorandum of Understanding e on the date and the year first written above. PA IS: TH CITY OF P IS, By: evin Ca ruth, ity Manager IRVING: TH;Qa TEXA By: or AP ROVED AS TO FORM: By: W. Kent ly r, C y Attorney APPROVED AS TO FORM: By:_ Charles R. AnVJI Attorney „ 1.ivii Tr MC#U Between Irving and Paris