Correspondence between

Drain Commissioner Jeff Wright wanted you to have a copy of the contract signed today. xxxEND_PAGE:treasury01_b35_5648_6098_440 LICENSE TO TRANSMIT WATER This License to Transmit Water (“License”) entered into on October 14, 2015, (the “License Date” and “Effective Date”) is made between the City of Flint, a Home Rule City (the “City”), and the Genesee County Drain Commissioner, as County Agency, a county agency pursuant to the County Public Improvement Act 342 of 1939, as amended, (“GCDC”), The City and GCDC may be referred to individually as a “Party” or collectively as the “Parties.” RECITALS WHEREAS, the City has requested the Detroit Water and Sewerage Department (“DWSD") to provide the City with potable water; and WHEREAS, DWSD water distribution system has no physical connection to the City water distribution system; and WHEREAS, GCDC is currently purchasing potable water from DWSD and GCDC is receiving DWSD water at the water meter GN-01 near Baxter and Potter Roads, located in Genesee County and more fully set forth in Exhibit J (hereinafter known as “GCDC/DWSD Connection”); and WHEREAS, GCDC has a physical connection to the City water distribution system near Center Road and Pierson Road in Genesee Township, Genesee County, Michigan, which is more fully set forth in Exhibit 2 (hereinafter known as “GCDC/City Connection”); and WHEREAS, GCDC owns nine (9) miles of water transmission pipeline (“Pipeline”) that connects the GCDC/DWSD Connection to the GCDC/City Connection; and WHEREAS, GCDC has the ability to allow Flint to transmit water through the Pipeline from the GCDC/DWSD Connection to the GCDC/City Connection so DWSD may service the City with DWSD treated potable water; and WHEREAS, this License shall govern the terms and conditions of Flint transmitting water through the Pipeline from the DWSD/GCDC Connection to the GCDC/City Connection; and WHEREAS, the Parties hereto acknowledge and agree that DWSD may assign its contract to provide potable water to the City to another entity, including, but not limited to, the Great Lakes Water Authority, and, if DWSD assigns its contract to provide water to the City, all reference to DWSD in this License shall be replaced by the party to whom DWSD assigns its contract NOW, THEREFORE, THIS LICENSE is hereby made and mutually entered into by the City and GCDC for the mutual consideration stated herein and the Parties agree to the following: 1 Adoption of Recitals. All of the matters stated in the Recitals of this License are true and correct and are hereby incorporated into the body of this License as though fully set forth in their entirety herein. However, in cases of conflict, provisions of this License shall prevail over the matters stated in the Recitals. Page | of 4 xxxEND_PAGE:treasury01_b35_5648_6098_441 2. Contract for Water. As a condition precedent to this License being effective, the City shall enter into a contract with DWSD for DWSD to supply the City with water and said contract shall require the City to pay DWSD directly for all water consumed by the City and any applicable charges, fees, or other amounts charged by DWSD. The City shall hold GCDC harmless from any and all debts the City incurs from receiving water from DWSD and any and all costs that DWSD may impose on GCDC as a result of the City receiving water from DWSD. 3. Term. The Parties hereto understand and acknowledge that GCDC needs the Pipeline to transmit its potable water to its customers once GCDC starts receiving raw water from KWA. The Parties agree and acknowledge that this License shall expire sixty (60) days after the City has received notice from KWA that raw water is available for the City for treatment; however, the City may request GCDC to extend this License until GCDC starts receiving raw water from KWA. The City shall not transmit water through the Pipeline after GCDC begins to transmit its potable water to its customers. The City acknowledges and consents to GCDC terminating any water transmission in the Pipeline for the benefit of the City once GCDC begins to produce and sell its potable water to its customers. The City may terminate this License by providing GCDC with thirty (30) days written notice of termination. 4, Consideration. In exchange for GCDC allowing the City to transmit water through the Pipeline, the City shall pay GCDC one dollar ($1.00) per month for the term of this License. The City is allowed to pay the first nine (9) months in a lump sum payment. 5. Meters and Billing. The City hereby grants GCDC complete access to and upon verbal request by GCDC complete control of Station 2, including, but not limited to, all meters, valves, structures, and appurtenances until the Karegnondi Water Authority (“KA”) has notified the City that water is available to the City for treatment or GCDC has provided the City with thirty (30) days notice that GCDC no longer requires access to Station 2. GCDC shall have the meter calibrated within fifteen (15) days of the execution of this License and all costs for the calibration shall be the responsibility of the City. The City shall be entitled to all data, meter reads, and other information that is collected by GCDC at Station 2. The City shall be responsible for all utility costs associated with the operation of Station 2. The City shall be responsible for all repairs to the meter and meter pit. GCDC shall notify DWSD of the monthly meter read for Station 2. 6. Transmission of Water. GCDC shall use reasonable diligence to allow the City regular and uninterrupted transmission of water through the Pipeline from the GCDC/DWSD Connection to the GCDC/City Connection; however, Flint shall hold harmless and indemnify GCDC for any damages, breach of contract, or otherwise for interruption of service or curtailment of supply for any cause beyond the control of GCDC. These could include, but are not limited to, Acts of God, strikes, lockouts or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State, or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or failure of the Pipeline or appurtenances. The City shall further hold GCDC harmless