# Project Stratus MOU and Reimbursement Negotiation This page collects the February–March 2025 email correspondence in Conway Corporation's 002 production that documents the back-and-forth drafting and markup of the four-party [[Project Stratus]] Memorandum of Understanding (MOU) among [[Conway Corporation]], the [[City of Conway]], [[The Conway Foundation]], and developer/customer counsel ([[Carter Law]]'s [[Jason Carter]]). The threads show the local team circulating a Word redline, meeting to consolidate comments, routing changes to "the company"/"Stratus," and — running in parallel — beginning Conway Corp's "ask to Entergy on the joint service agreement re: substation" up to Entergy's CEO. This is a Tier-1 FOIA production; every factual claim below carries a PROD# and a verbatim quote copied from the extracted text. The dollar/substantive terms of the MOU itself live in unproduced attachments and cannot be verified from these emails. ## What's inside - **PROD-068 / PROD-069** — "RE: Current Version/MOU" thread (Feb 19–20, 2025): Brad Lacy circulates "the latest version of the proposed MOU between Project Stratus and the City, Conway Corporation, and the Conway Foundation"; Jason Carter asks for the Word version "for redlining"; Jenifer Kendrick sends the Word copy; Bret Carroll acknowledges. - **PROD-057 / PROD-075 / PROD-076 / PROD-077** — "Project Stratus MOU" scheduling thread (Feb 28 – Mar 1, 2025): Brad Lacy reports the company is "anxious to get everything executed"; the group (Carroll, Lacy, Gates, Castleberry, Carter) coordinates a Tuesday meeting at the Chamber office to "talk through any changes." - **PROD-070 / PROD-071** — "Re: MOU" thread (Mar 4–5, 2025): after the meeting, Jamie Gates is "integrating all of the items we called out" and "going to pass along the comments to Stratus," and raises the parallel Entergy "joint service agreement re: substation"; Carroll agrees, noting Brad's planned approach to Laura Landreaux. - **PROD-054 / PROD-072** — "MOU" status thread (Mar 19–20, 2025): Bret Carroll asks if the team is "waiting on anything from me on the Stratus MOU"; Brad Lacy reports the redline "from the meeting with you, Jamie and Bart" went to the company with a call scheduled. - **PROD-055** — "MOU markup" transmittal (Mar 31, 2025): Jamie Gates sends Bret Carroll the "latest current version," still "Waiting on some tweaks from company." ## Key takeaways The correspondence traces one negotiation arc: a draft MOU is circulated in Word for redlining (Feb 19–20), the local parties meet to consolidate comments (late Feb / early Mar), comments are passed to the company/"Stratus," and an updated "current version" is still being tweaked at the end of March. The MOU is consistently described as a **four-party** instrument, and a **parallel electric-infrastructure track with Entergy** is opened during the same window. No cost-allocation or dollar terms appear in the produced email bodies — those would live in the MOU attachments, which were not produced as readable text in this set. ### A four-party MOU, circulated in Word for redlining - The MOU's parties are named explicitly and repeatedly. PROD-068 / PROD-069 (Brad Lacy, Feb 19, 2025) — "Please find the latest version of the proposed MOU between Project Stratus and the City, Conway Corporation, and the Conway Foundation. Please route your comments/proposed changes back to Jenifer Kendrick on our team." - Developer/customer counsel requested the editable version. PROD-068 / PROD-069 (Jason Carter, [email protected], Feb 20, 2025) — "Thanks, Brad. Do you have this in Word format for redlining?" - Conway's team supplied it. PROD-068 (Jenifer Kendrick, Feb 20, 2025) — "Jason, I'm happy to send a copy in Word. See attached. Thank you!" Bret Carroll acknowledged receipt in PROD-069 — "Thanks Jenifer." ### Time pressure from "the company" and the consolidation meeting - The customer pushed for speed. PROD-057 / PROD-075 / PROD-077 (Brad Lacy, Feb 28, 2025) — "The company emailed today and are anxious to get everything executed and a couple of the council members mentioned that they didn't want to drag our feet on it." - Lacy split the work: a local-side review meeting plus his own council outreach. Same message — "hoped the three of you could meet and talk through any changes you want to make regarding the document so we can pass along to the company. Jamie can lead on that effort from our end. I'll meet with the remaining council members on Wednesday." This places [[Brad Lacy]] in direct contact with [[City of Conway]] council members on the MOU. - The group (Carroll, Lacy, Gates, [[Bart Castleberry]], Carter) coordinated a Tuesday meeting. PROD-075 (Jamie Gates, Feb 28, 2025) — "I'm free any time Tuesday except 2p-3p. Chamber office at 9a?" PROD-077 (Jason Carter, Mar 1, 2025) — "Works for me"; Bret Carroll — "I can make that work." ### Comments consolidated and routed to "Stratus" - After the meeting, the comments were being integrated and passed to the customer. PROD-070 / PROD-071 (Jamie Gates, Mar 5, 2025) — "I'm in the process of integrating all of the items we called out and putting them back out to the group. We're also going to pass along the comments to Stratus." - The redline that went to the company came out of the local meeting. PROD-072 (Brad Lacy, Mar 20, 2025) — "We've sent our redline copy (from the meeting with you, Jamie and Bart) to the company and we have a call with them tomorrow. We will let you know what we find out." - By month-end the document was still iterating. PROD-055 (Jamie Gates, Mar 31, 2025) — "Waiting on some tweaks from company today. But this is latest current version." ### The parallel Entergy "joint service agreement re: substation" track Running alongside the MOU markup, Conway Corp was prompted to begin a separate electric-infrastructure negotiation with [[Entergy Arkansas]]. This was framed as Conway Corp's "ask" to Entergy regarding a substation; **no cost-allocation or cost-sharing terms for this track appear in the produced text.** - The prompt. PROD-070 / PROD-071 (Jamie Gates, Mar 5, 2025) — "We should probably start to shape up your ask to Entergy on the joint service agreement re: substation and get the conversations going between y'all (Entergy/Conway Corp). I think Brad will talk to Bentley Story and/or Danny Games about where that process begins and what it looks like." - It was being pursued to Entergy's chief executive. PROD-071 (Bret Carroll, Mar 5, 2025) — "Yes, I agree on the Entergy discussion. Brad had planned to discuss meeting with Laura Landreaux when he was at the capitol last week but she ended up not being there." [[Laura R. Landreaux]] is Entergy Arkansas's CEO; the records name [[Bentley Story]] and [[Danny Games]] as the entry points for "where that process begins." > [!note] No cost-allocation, cost-sharing, or dollar terms appear in the produced email bodies for either the MOU or the Entergy substation "joint service agreement." The MOU's substantive terms live in the Word/redline attachments referenced throughout (PROD-068 "See attached"; PROD-055 "latest current version"), which were not produced as readable text in this set. The Entergy track is, on this record, only an intent to "shape up" an "ask" and "get the conversations going" (PROD-070/071) — no agreement, scope, or allocation was produced. Cannot verify any cost figures or sharing arrangement from this production. ### Who pays / cost allocation The produced emails in this set do **not** surface who-pays or cost-allocation language for the MOU. The cost-allocation architecture for the broader transaction (capital "paid for by the industrial facility," ongoing O&M recovered through a reuse rate) appears in the executed Black & Veatch professional-services agreement, documented on the sibling page [[Project Stratus Contract Instruments]] (PROD-044), not in these negotiation threads. For the Entergy substation track, the only producible fact is the intent to open the "joint service agreement re: substation" conversation (PROD-070/071); terms are not in the record. ## People and orgs mentioned - [[Brett Carroll]] — Conway Corp CEO ("Bret A. Carroll | Chief Executive Officer"); asks for next steps and status on the MOU and agrees to the Entergy discussion (PROD-054/070/071/072; PROD-077). - [[Brad Lacy]] — Chamber/CDC; circulates the MOU, meets with City Council members, and routes the redline to the company (PROD-068/069/057/075/077/072). - [[Jamie Gates]] — Chamber/CDC EVP; consolidates comments, passes them to "Stratus," sends the "latest current version," and prompts the Entergy substation ask (PROD-055/070/071/075). - [[Jenifer Kendrick]] — Conway-side staff; sends the MOU in Word and is the comment-routing point (PROD-068/069). - [[Bart Castleberry]] — City of Conway Mayor; participates in scheduling the consolidation meeting; named in the redline "from the meeting with you, Jamie and Bart" (PROD-075/077/072). - [[Jason Carter]] — [[Carter Law]]; developer/customer counsel who requests the Word version for redlining and joins the meeting (PROD-068/069/075/077). - [[Laura R. Landreaux]] — Entergy Arkansas CEO; the target of Conway/Brad Lacy's planned substation discussion (PROD-071). - [[Bentley Story]] — named as an entry point for beginning the Entergy substation process (PROD-070/071). - [[Danny Games]] — named as an entry point for beginning the Entergy substation process (PROD-070/071). - [[Conway Corporation]] — the utility; a party to the MOU and the Conway Corp side of the Entergy "joint service agreement re: substation" (PROD-068/070). - [[City of Conway]] — a party to the MOU; its council members are in Brad Lacy's review loop (PROD-068/057). - [[The Conway Foundation]] — named third local party to the MOU (PROD-068/069). - [[Conway Area Chamber of Commerce]] / [[Conway Development Corporation]] — Gates's and Lacy's affiliations in their signature blocks; the Chamber office is the meeting site (PROD-055/075). - [[Entergy Arkansas]] — counterparty to the parallel substation "joint service agreement" (PROD-070/071). - [[Carter Law]] — Jason Carter's firm; customer-side counsel on the MOU redline (PROD-068/069). - [[Project Stratus]] — the codename; the MOU and the customer ("the company"/"Stratus") referenced throughout. ## Concepts invoked - [[Special rate contract]] — the MOU is the framework instrument behind the bespoke utility arrangement for the single customer; its terms are in the unproduced attachments (PROD-068/055). - [[Tupelo Bayou Treated-Effluent Cooling]] — the underlying water/effluent concept the broader Stratus transaction implements (context for the MOU; not itself quoted in these threads). ## Events documented - [[2025-04 Conway City Council Approves Project Stratus MOU]] — the negotiation/markup arc in these threads (Feb 19 – Mar 31, 2025) feeds the MOU finalized and routed for signature the following month. - [[2026-06 Conway Corporation Produces Project Stratus Records]] — the production these PRODs belong to. ## Cross-references - [[Project Stratus Contract Instruments]] — sibling source page covering the executed instruments (NDA, professional-services agreement, Reimbursement Agreement, and MOU signature routing PROD-085) that these negotiations produced. - [[Tupelo Bayou Effluent Study RFQ and Engineering Reports]] — the engineering track running in parallel to the MOU drafting. - [[Project Stratus Site Visits Scoping and Meetings]] — the meetings/site visits surrounding this correspondence. - [[The Conway Data Center Project]] — the overarching project hub. - [[T005 - Google as the Project Stratus Customer]] — the tracked customer-identity question; in these threads the customer is referred to only as "the company" / "Stratus." ## Open questions / follow-ups - **MOU terms and dollar figures.** The substantive MOU text (and any cost-allocation, incentive, or dollar terms) lives in the Word/redline attachments referenced in PROD-068 ("See attached") and PROD-055 ("latest current version"), which were not produced as readable text here. Follow up: obtain the redlined MOU drafts and the executed copy. Cannot verify any MOU terms from these emails. - **Entergy "joint service agreement re: substation."** PROD-070/071 establish only the intent to "shape up" Conway Corp's "ask" to Entergy and to pursue a meeting with CEO Laura Landreaux via Bentley Story and/or Danny Games. No scope, cost-sharing, or executed agreement was produced. Follow up: request the Entergy substation correspondence and any resulting joint-service/cost-allocation document. - **Identity of "the company" / "Stratus."** Throughout these threads the customer is named only as "the company" or "Stratus" (PROD-057/070/072/055); ties to the [[T005 - Google as the Project Stratus Customer]] question. No Google personnel appear by name in this particular MOU-negotiation set. - **City Council member discussions.** Brad Lacy describes finishing "discussions with the City Council members on the Stratus MOU" (PROD-057); the substance of those council discussions is not in the produced text.