Correspondence between

Mr. Byrne, It was good to speak with you today. Per your request, attached please find the proposed sale agreement. Should you have any questions or concerns, please do not hesitate to contact Kevin or me about it. Anthony Chubb Deputy City Attorney City of Flint 1101 S. Saginaw Street, 3rd Floor Flint, MI 48502 (810) 237-2078 xxxEND_PAGE:treasury01_b20_2634_2931_092 WATER TRANSMISSION MAIN ACQUISITION AGREEMENT BY AND BETWEEN CITY OF FLINT AND THE GENESEE COUNTY DRAIN COMMISSIONER AS COUNTY AGENCY DATED , 2014 xxxEND_PAGE:treasury01_b20_2634_2931_093 ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT ("Agreement") is made this _ day of , 2014 (“Execution Date”), and effective April 1, 2014 (“Effective Date”), by and between the City of Flint, a Michigan municipal corporation (hereinafter “Flint"), and the Genesee County Drain Commissioner, as County Agency, a public agency pursuant to the County Public Improvement Act of 1939, as amended (the "County Agency"). The Effective Date of this Agreement shall be contingent upon a condition antecedent that the Agreement has been reviewed by the City of Flint City Council and no alternative has been proposed and the State of Michigan Department of Treasury has approved this Agreement as required by Act 436 of the Michigan Public Acts of 2012, as amended, which is commonly referred to as the Local Financial Stability and Choice Act. If either the City of Flint City Council or the State of Michigan Department of Treasury fails to approve this Agreement prior to May 1, 2014, then the Agreement shall be effective immediately upon the City of Flint City Council failing to offer an alternative and the Michigan Department of Treasury approving this Agreement. PREAMBLE It is the intent of the Parties for Flint to sell to the County Agency the Water Main, subject only to the restrictions more fully set forth in this Agreement, for the mutual consideration set forth in this Agreement for the County Agency’s unrestricted use. RECITALS A. Flint desires to sell the Water Main to the County Agency; and B. The County Agency desires to purchase the Water Main from Flint; and C. The Parties have determined that it is in their respective best interests for the County Agency to acquire, upon the terms and subject to the conditions set forth herein, the Water Main from Flint if the Karegnondi Water Authority constructs a new raw water pipeline