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File: 2200531
CONSTRUCTION SERVICES AGREEMENT
(Municipal)
This Construction Services Agreement for construction, modification or relocation of SRP
irrigation facilities (“Agreement”) is entered into by and between the Salt River Project
Agricultural Improvement and Power District (“District”) and Salt River Valley Water
Users’ Association (“Association”; collectively, “SRP”) and City of Chandler
(“Municipality”) as of this ____ day of____, 202__. SRP and Municipality may be referred
to as “Party” or “Parties.”
RECITALS
A. SRP manages certain irrigation facilities (the “Facilities”), including certain
irrigation facilities owned by the United States of America (“USA”), on behalf of
the Association and/or SRP;
B. Municipality has requested that SRP Facilities be modified or relocated to
accommodate certain improvements or other development needs of Municipality’s
project known as Ray Road & Dobson Road Improvements;
C. The Facilities to be modified or relocated in accordance with this Agreement are
located at RAY ROAD AND DOBSON ROAD (the “Specified Facilities”);
D. SRP has prepared plans and specifications for the modification of the Specified
Facilities for Municipality’s project (“the Plans”);
E. SRP is willing to perform such accommodation, in whole or in part, or to permit
Municipality to construct such accommodation, in whole or in part, with certain
conditions (“Work”); and
F. After receipt of SRP’s Notice to Proceed, the modifications or relocations, as shown
on the Plans, shall be constructed by SRP, as applicable, in accordance with the
Plans and this Agreement.
TERMS AND CONDITIONS
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Parties agree as follows:
1) Contract Documents. This Agreement incorporates by reference the Plans and the
Notice to Proceed, together with all other documents, exhibits, specifications and
plans referred to in the Plans or Notice to Proceed (collectively, the “Contract
Documents”).
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2) Municipality’s Acknowledgement. Municipality acknowledges that Municipality
has received and reviewed the Plans and specifically agrees that the Plans meet all
of Municipality’s requirements.
3) Permits and Licenses. Each party to this Agreement shall obtain all licenses,
permits, approvals and other agreements require for such party to perform its
obligations under this Agreement.
4) Easements and Rights-of-Way. If, in accordance with the Plans, any construction
or other work is required to be done outside of SRP’s existing right-of-way, as
reasonably determined by SRP, Municipality shall provide all necessary land,
easements and rights-of-way as required by SRP, for permanent improvements and
the construction of the permanent improvements and other work.
5) Interpretation of the Plans. Work shall be performed in accordance with SRP’s
standards for improvements of the Facilities. Any question with respect to the
intent or meaning of the Plans shall be determined by SRP, and such determination
shall be final and binding upon Municipality.
6) Scope of Work. The Construction Bid Summary is attached hereto as Exhibit A.
SRP shall perform the Work listed on the Construction Bid Summary Section I, and
optional Section II, if offered by SRP and selected by the Municipality. Prices
quoted below and in the Construction Bid Summary are valid until October 9, 2026.
The Work is further detailed in SRP’s Plans and specifications, which are attached
hereto as Exhibit B.
7) Options. Municipality shall select one of the options below by checking the
appropriate box and initialing acceptance in the appropriate space.
☒
OPTION A - Work that must be performed by SRP, with pipeline
construction (if applicable) by Municipality. Municipality shall pay SRP
$1,600,430.00 for inspection, survey, construction engineering, as-built drawings
and project supervision, as set forth in Section I of Exhibit A.
Please initial here for acceptance of Option A: _______
☐
OPTION B - Work that must be performed by SRP, and optional pipeline
construction by SRP. Municipality shall pay SRP $_______ as set forth in
Sections I and II of Exhibit A.
Please initial here for acceptance of Option B: N/A
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8) Compensation. Municipality shall pay SRP for the actual cost of Work, including
Work performed pursuant to any changes to the Plans. The initial invoice is
provided concurrently with this Agreement. If applicable, SRP will provide
additional invoices for subsequent changes to the Plan and/or Construction Bid
Summary. All invoices are due no later than within one hundred and twenty (120)
days after completion of the Work.
a. Any bills not paid when due shall be delinquent and shall bear interest at
the Wall Street Journal Prime Rate, on the date the bill was due plus 2%
(Wall Street Journal Prime Rate plus 2%) per annum from the date when
the bill was due until the bill is paid (including any accrued interest) is paid
in full.
b. In the event any portion of any bill is disputed, the disputed amount shall
be paid under protest when due and shall be accompanied by a written
statement indicating the basis for the protest. If the protest is found to be
valid, Municipality shall be refunded any overpayment plus interest,
accrued at the rate set forth in Paragraph 8(a), prorated by days from the
date payment was credited to Municipality to the date the refund check is
mailed.
c. Nothing herein shall limit the rights of SRP to use any other available legal
remedy to effect collection of said amounts.
d. Municipality’s payment obligation hereunder shall not be conditioned upon
reimbursement to Municipality by any third-party funding source.
e. Following Municipality’s receipt of invoice for any subsequent changes to
the Plans and/or Construction Bid Summary, Municipality shall have five
business days to notify SRP in writing of any disputed amount contained in
the invoice.
f. Municipality’s failure to render timely payment in accordance with this
paragraph shall be considered a material breach of this Agreement.
9) Construction of Improvements by SRP. SRP shall construct the irrigation
modifications as selected in Paragraph 7, in accordance with the Plans and the
Notice to Proceed for the benefit of Municipality with Municipality paying full
cost, as provided in Paragraph 8. SRP shall exercise diligence in completing the
work stipulated in this Agreement; however, SRP shall not be liable for damages
to any person, entity or party occasioned by delays of any type. SRP reserves the
right to fulfill all or any part of SRP’s obligations under this Agreement by
subcontract. Nothing herein shall be construed as establishing any contractual
relationship between SRP’s subcontractor and Municipality.
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10) Construction of Improvements by Municipality. If Option A in Paragraph 7 is
selected, Municipality shall construct modifications (except any work that must be
performed by SRP) in accordance with the Contract Documents. Grade and
alignment of the pipe shall be established by SRP’s Survey Department, as shown
on the Plans. Municipality shall be responsible for protection of all surveying
stakes/markers necessary for the construction and the cost for resurveys or re-
staking, if needed.
11) Buy America Provision. Municipality certifies that by performing the Work, SRP
is not acting as a contractor for Municipality and that no federal funding subject to
Buy America requirements will be used to reimburse SRP for the actual costs it
incurs in performing the Work.
OR
Municipality shall inform SRP prior to commencement of the Work if the Work is
subject to Buy America requirements. In such case, the Parties shall comply with
these requirements as follows:
a. The Parties acknowledge that utility relocations in connection with Federal-aid
highway program (FAHP) funded projects, as defined by the National
Environmental Protection Act, are subject to 23 U.S.C. § 313; 23 C.F.R. § 635.410;
and, as applicable, Section 70914 of the Infrastructure Investment and Jobs Act,
Pub, L. 117–58 (“Buy America requirements”).
b. SRP agrees to use commercially reasonable efforts to comply with applicable
Buy America requirements.
c. If SRP is unclear regarding its obligations under this provision, SRP may seek
clarification from Municipality by giving Municipality written notice of inquiry as
soon as reasonably practicable after discovery of the issue. Such requests are
limited to only (i) the items SRP cannot find a source to make a qualifying Buy
America purchase, (ii) items that SRP can find a source to make a qualifying Buy
America purchase, but the lead time for such purchase may unreasonably impact
the Project Schedule, and (iii) SRP is unable in good faith to determine whether the
Buy America requirements apply to a particular item. Municipality will respond to
the inquiry in writing within 5 working days. Municipality’s response will include
Municipality’s recommendation to SRP on how to proceed, but Municipality will
not direct SRP’s activities. SRP shall not be responsible for delays in performance
to the extent caused by Municipality recommendations or delays in Municipality
providing such recommendations.
d. As soon as practicable following the execution of this Agreement, SRP will
provide to Municipality a list of materials that do not comply with Buy America
and an estimated cost of purchasing such materials. Municipality will acknowledge
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receipt of this statement but will not make judgment as to the validity of the
statement.
e. Municipality agrees, if it is determined that materials used are not in compliance
with Buy America requirements, the maximum SRP liability will be no more than
150 percent of the price attributable to the materials that are not in compliance with
Buy America requirements; provided, however, that if SRP has sought clarification
of the material requirement under the provisions of Paragraph (b) above, and has
followed Municipality’s written recommendations, SRP shall have no liability.
f. Municipality understands that SRP’s compliance with the Buy America Act may
result in longer lead times for ordering materials, vendor-prescribed minimum
purchase quantities, and higher material costs. SRP will pass on to Municipality
any additional costs it incurs as a result of SRP’s compliance with the Buy America
Act, and SRP will not be liable for schedule delays caused by longer lead times. If
there is a minimum purchase quantity requirement, SRP shall deliver and transfer
title to excess materials to Municipality at agreed locations within the Phoenix
metropolitan area at no additional cost to Municipality.
g. SRP shall not be responsible for delays caused by changes in the Project Design
made by or at the direction of Municipality.
12) Indemnification. Municipality shall indemnify, hold harmless, release and defend
District and Association and USA and each and every one of the members of their
respective governing bodies, officers, agents, and employees (“Indemnified Parties”)
from and against any and all claims, demands, suits, costs of defense, reasonable
attorneys’ fees, witness fees of any type, losses, damages, expenses, fines, penalties,
liabilities, environmental response, and cleanup costs (collectively, “Losses”) for
injury to or death of any person or persons, including employees of SRP or of
Municipality or its subcontractors, or damage to property, including property of SRP
or of Municipality or its subcontractors, or the environment, to which the Indemnified
Parties may be put or subjected by reason of any act or omission on the part of
Municipality, any subcontractor or supplier of Municipality, or any of the directors,
officers, partners, members, managers, agents, servants or employees of Municipality,
or of its subcontractors or suppliers, involving hazardous or regulated substances.
Municipality’s obligations under this Paragraph shall extend to Losses resulting from
or arising out of the inability of any irrigation structure constructed or modified
pursuant to this Agreement to contain or dispose of water entering the structure from
a drainage facility owned, designed, maintained or operated by the Municipality,
including any necessary environmental response and cleanup. Municipality’s
obligations under this Paragraph shall also extend to Losses resulting from or arising
out of: (a) Municipality’s use or occupancy of the Licensed Property for the purposes
contemplated by this License, including claims by third parties who are invited or
permitted onto the Licensed Property by Municipality or by the nature of
Municipality’s improvement or other use of the Licensed Property pursuant to this
License, especially involving hazardous or regulated substances; (b) Municipality’s
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failure to comply with or fulfill its obligations established by this License or by law,
including environmental laws and regulations; and (c) delays in permitting or
inspection caused by Municipality, SRP, the Association, or the United States,
including those related to environmental compliance. Furthermore, Municipality’s
obligations under this Paragraph shall extend to the Indemnified Parties where they,
or any one of them, are allegedly concurrently negligent with Municipality, any
subcontractor or supplier of Municipality, or any of the directors, officers, partners,
members, managers, agents, servants or employees of Municipality, or of its
subcontractors or suppliers, in causing or contributing to the liability causing event,
including environmental contamination. Municipality shall also indemnify and hold
harmless (and, upon notice so requiring from SRP, also defend) the Indemnified
Parties for, from and against any and all Losses for contractual claims arising out of
Municipality’s agreements with third parties, including those involving hazardous or
regulated substances. Further, Municipality releases SRP, the Association, and the
United States from and waives any claims it may have, now or in the future, related
to SRP’s performance hereunder or SRP's operation and maintenance of its Facilities,
including claims for damages caused by delays in permitting or inspection, unless
such claim results from SRP’s sole, exclusive negligence or willful action.
Municipality understands and agrees that Municipality enters upon the property of
SRP at Municipality’s own risk. The obligations of Municipality under this Paragraph,
including the release of claims for damages caused by delays in permitting or
inspection and the responsibility for environmental response and cleanup, shall
survive the termination of this License.
13) Municipality Obligations and Conditions. If Option A in Paragraph 7 is selected,
Municipality shall perform any Work not included in the Construction Bid Summary
Section I and, if applicable, optional Section II and comply with following conditions:
a. Municipality shall obtain such other licenses, permits, and agreements as
required by any governing bodies having jurisdiction over the location which
is the subject hereof.
b. Construction shall not commence until receipt of SRP’s Notice to Proceed.
c. Municipality shall notify the SRP inspector and request a dry-up if necessary
to perform the Work. SRP cannot assure a dry-up, which may only be possible
for brief periods and certain times of the year.
d. Municipality represents and warrants that:
i. All pipe used in the modification shall be manufactured and installed
in accordance with SRP’s “Specification for Pre-Cast Concrete
pipe.”
ii. Municipality is qualified, fully authorized under law and has all
licenses required by statute, rules and regulations, including tax
licenses, contractor’s licenses and out-of-state contractor’s
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taxpayers’ bonds and certificates, to perform the irrigation
construction undertaken pursuant to the Contract Documents or
shall contract with parties so qualified and licensed, and
Municipality shall include applicable termination and compliance
provisions from this Agreement in any subcontract or third party
contract entered under this authorization.
iii. Municipality shall comply with applicable federal, state, tribal and
local laws, rules, regulations, executive orders, permits, reclamation
policies and standards, and other authorizations.
iv. The irrigation facilities shall be installed in conformance with all
applicable safety standards and regulations and in a manner to avoid
the creation of potentially dangerous conditions and harm to any
person or property.
e. Municipality warrants that construction shall conform to SRP plans and
specifications and be free from defects in material, title and workmanship.
If defect in materials, title or workmanship or other non-conformance with
plans and specifications appears within one year from the date of SRP
acceptance, and SRP so notifies Municipality within a reasonable time after
its discovery, Municipality shall correct the non-conformity at
Municipality’s sole cost and expense within thirty (30) calendar days of
notice by SRP, unless correction of the non-conformity cannot reasonably
be accomplished within 30 days, in which case Municipality shall
commence correction efforts within 15 days of notice from SRP and
diligently prosecute such efforts to completion. If Municipality fails to
correct the non-conformity within the time period specified by SRP, SRP
may correct the non-conformity, and Municipality will pay for the cost of
performing the Work.
f. In the event the Municipality is unable to complete its Work, SRP shall have
the right, but not be obligated, to complete the Work by whatever method
SRP deems appropriate. This includes providing or obtaining any labor,
materials or equipment to perform any part of the incomplete Work or Work
that must be redone. The cost of completing the Work, along with
reasonable administrative charges or other damages caused by delays in
completing the Work shall be charged to Municipality.
g. If Municipality performs any work at the Specified Facility, Municipality
shall at all times keep the work area clean and remove all waste materials
and rubbish, leaving the work area clear of all obstructions. Prior to
discontinuing work in an area, Municipality shall remove all tools and
machinery owned or rented by Municipality, waste, surplus and other
materials from the work area and shall leave the premises in a safe and clean
condition. Municipality shall dispose of refuse from the site in a landfill
approved by SRP. If Municipality fails to leave the premises in a safe and
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clean condition, SRP may implement appropriate cleanup measures and
invoice Municipality for the costs thereof.
h. If Municipality performs any work at the Specified Facility, Municipality
shall furnish a Material Safety Data Sheet as required by law in a format
that complies with federal and state OSHA regulations.
14) Preconstruction Conference and Construction Clearance. If Option A in Paragraph
7 is selected, SRP will notify Municipality that SRP is ready to issue the Notice to
Proceed, and Municipality or Municipality’s Contractor shall contact SRP’s
Inspector, as indicated on the Plans, to schedule a preconstruction conference. Both
Municipality and Municipality’s Contractor shall attend the preconstruction
conference at the time and location determined by SRP. The Notice to Proceed and
a copy of the Plans shall be provided to the Municipality. Municipality’s
construction schedule, dry-up requirements, survey and staking requirements, and
SRP’s requirements for obtaining a construction clearance will be discussed at the
preconstruction conference. Municipality understands and agrees that a dry-up of
SRP facilities may take several weeks to schedule and may be impractical during
certain times of the year. It is Municipality’s responsibility to contact SRP’s
Inspector sufficiently in advance of beginning construction to coordinate a dry-up.
Municipality agrees to indemnify and hold harmless SRP for any delay claims
associated with the availability of dry-ups. Municipality’s contractor shall obtain
a construction clearance from SRP’s Inspector at least seventy-two (72) hours
before tart of construction. Municipality understands that SRP cannot assure a dry-
up of the Facilities.
15) Archaeological Resource Protection. If an archaeological site is discovered during
Municipality’s performance of any work at the Specified Facility, Municipality
shall stop work immediately, protect the discovery, inform SRP of the discovery in
writing within forty-eight (48) hours, and shall not resume Work until receiving
SRP's written approval. Municipality shall, consistent with SRP’s policy, cooperate
in performing archaeological mitigation measures. Any mitigation measures that
result in additional costs to SRP shall be added to the amount specified in Paragraph
7 as due from Municipality. Municipality shall make reasonable efforts to prevent
the collection of artifacts on or near the Specified Facility.
16) Changes. Changes to the Plans may only be made by SRP. SRP may make changes
to Plans as it deems reasonably necessary. SRP may also request that Municipality
adjust construction schedules or relocate its materials, Facilities, or improvements
at Municipality's cost to avoid material interference with SRP's operations. SRP
shall provide Municipality with prior written notice of any changes in costs and/or
the construction schedule. Municipality shall agree in writing to any changes in
cost to the Municipality.
a. If Option A in Paragraph 7 is selected, Municipality shall not make any
deviations from the Plans without SRP’s prior written consent. If
Municipality desires to make a change in its Work, Municipality shall
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request in writing, permission for such change from SRP. If SRP agrees to
the change and the change results in increased construction costs or changes
in the construction schedule, Municipality and SRP shall agree in writing to
an adjusted price or new completion date.
b. If, while performing the work, SRP encounters unanticipated conditions
that result in increased costs or delays, or if changes are necessary due to
conditions caused by or as a result of actions taken or failed to be taken by
Municipality that result in increased costs, Municipality shall be responsible
for such costs. Time permitting, and if the scope of work is known and can
be estimated, SRP will submit an estimate of the cost for the work by SRP
associated with any such condition to Municipality. If time does not allow
for an estimate to be prepared, or if the scope of work is unknown and
cannot be estimated, Municipality’s authorized field representative will be
notified, and SRP will do the work on an actual cost basis.
17) Damages to Facilities. If Option A in Paragraph 7 is selected, and if any Facilities
are damaged by Municipality or Municipality’s contractor or subcontractor of any
tier, Municipality, at Municipality’s expense, shall immediately repair the facilities
to SRP’s satisfaction. SRP reserves the right, depending on the nature and extent
of damage, to make such repairs without prior notice to Municipality and invoice
Municipality for all associated costs incurred by SRP. Municipality shall pay all
such invoices immediately upon receipt.
18) Completion of Work. When Work is completed, the improvements shall, upon the
request of either party, be inspected by Municipality’s representative and SRP’s
representative and, if applicable, certified as complete and acceptable by both
parties.
19) Removal of Improvements. If Option A in Paragraph 7 is selected, and if SRP
determines that Municipality’s improvements do not comply with the Plans or
interfere with existing or future Facilities or electric facilities, Municipality shall
remove, at Municipality’s sole cost and expense, within 90 days, or as otherwise
specified by written notice from SRP, any improvements or installation
Municipality or Municipality’s contractor placed on SRP’s right-of-way, and
restore or replace, wholly or in part as determined by SRP, the irrigation facilities
to SRP’s satisfaction. If SRP determines that the irrigation facilities must be
restored immediately for operational purposes, or if Municipality fails to take the
required action(s) to SRP’s satisfaction within the time period specified in the
notice, SRP may remove the installations from SRP’s right-of-way and restore and
replace the irrigation facilities to SRP’s desired operational condition. All costs
and expense incurred (as solely and conclusively determined by SRP) in such
removal, construction or restoration shall be paid by Municipality to SRP within
ten (10) days after receipt of an invoice. Municipality hereby releases the USA and
SRP from any and all claims for damages that may result to Municipality or others
by reason of such removal, construction or restoration.
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20) Title to Improvements. If Option A in Paragraph 7 is selected, and upon SRP’s
acceptance of the work, all improvements by Municipality shall become the sole
property of SRP. Nothing herein shall be conveyed as conveying any title or
interest to any person other than SRP. Municipality shall ensure that no liens attach
to any portion of the facilities as a result of Municipality’s modifications. If any
such lien arises, Municipality shall, promptly on demand of SRP and at
Municipality’s expense, take any and all action necessary to cause such lien to be
released or discharged. If Municipality fails to cause such lien to be released or
discharged within five days after SRP’s demand, SRP may satisfy the amount of
the lien and invoice Municipality for all amounts (including SRP’s costs and
expenses) incurred by SRP in satisfying the lien. Any such amounts invoiced to
Municipality shall be payable in accordance with the terms of Paragraph 8 of this
Agreement.
21) Non-Performance. Absent extraordinary circumstances, if Municipality has not
initiated construction within one year after the date of execution of this Agreement,
this may be treated as abandonment, and SRP may terminate this Agreement. If
Municipality wishes to proceed with construction at a later date, Municipality shall
apply for a new agreement and Notice to Proceed. In the event construction has
been initiated but not completed at the end of one year from the execution of this
Agreement, or at the end of the time limits in a Temporary Irrigation Outage, and
SRP determines that the Specified Facility must be partially or completely restored
for operational purposes, SRP may take action as described in Paragraph 19 herein.
In addition, SRP may terminate this Agreement.
22) Time of Essence. Time is of the essence of this Agreement.
23) Termination.
a. Prior to the commencement of any construction, Municipality may
terminate this Agreement by giving SRP no less than seven days’ written
notice.
b. Prior to the commencement of any construction, SRP may terminate this
Agreement (i) if Municipality fails to comply with terms of payment
stipulated in the Contract Documents; (ii) if Customer fails to provide
adequate rights-of-way as may be required by SRP; or (iii) in the event
climatic conditions or irrigation demands require cancellation of the type of
work involved for a period of time. SRP shall give Municipality seven
days’ written notice of termination when practicable. In the event of
termination for climatic conditions or irrigation demands, Municipality
shall have the right to enter into an agreement with SRP upon the same
terms and conditions as this Agreement, if within 90 days after the date of
termination SRP determines that work can again be undertaken and gives
notice to Municipality; provided Municipality must exercise such right to a
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new agreement within seven days after the Municipality receives
notification of such right from SRP.
c. SRP may terminate this Agreement at any time if SRP determines that
Municipality or its contractors, agents or representatives have committed a
violation of any law, rule or regulation, including OSHA or other applicable
safety regulations, and Municipality shall pay any costs of removal of
removal of facilities or restoration of SRP’s facilities.
d. After the commencement of construction, either Party or the USA may
terminate this Agreement by providing no less than thirty (30) days’ written
notice to the other Parties. In the event the Municipality desires to terminate
this Agreement prior to the completion of SRP’s work, Municipality shall
reimburse SRP for the actual costs incurred as well as reasonable costs
required to restore the facilities of SRP, the USA or the Association.
e. SRP may terminate this Agreement by written notice to Municipality if
Municipality fails to cure any default under this Agreement within one
hundred twenty (120) days after Municipality’s receipt of SRP’s written
notice specifying such default.
24) Insurance. Municipality shall maintain its customary insurance coverage, through
its self-insurance program and/or supplementary contracts of insurance it deems
necessary.
25) No Waiver. The failure of SRP to insist upon strict performance of any of the terms
and conditions hereof, or its delay or failure to exercise any rights or remedies
provided herein by law, or its failure to properly notify Municipality in the event of
breach, shall not release Municipality from any of the obligations of this Agreement
and shall not be deemed a waiver of any rights of SRP to insist upon strict
performance hereof.
26) Transactional Conflict of Interest. This Agreement is subject to the provisions of
ARIZ. REV. STAT. § 38-511. In addition, no member of Congress shall receive
any share of or benefit from this Agreement.
27) Expenditures and Transfer of Monies. This Agreement is subject to the provisions
of ARIZ. REV. STAT. § 42-17106.
28) Notices:
If to Municipality:
City of Chandler
Mr. Ivan Magana
P. O. Box 4008
Chandler, AZ 85244-4008
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If to SRP:
SRP
Attn: Christian Andrews, Manager
Water Engineering and Transmission, MS SSW 303
P.O. Box 52025
Phoenix, Arizona 85072-2025
29) Binding Agreement. This Agreement is binding upon the Parties hereto, and their
respective successors and assigns.
30) Data Protection. All data, regardless of form, including originals, images and
reproductions, prepared by, obtained by, or transmitted to SRP in connection with
this Agreement is confidential, proprietary information owned by the Municipality.
Except as specifically provided in this Agreement, SRP shall not disclose data
generated in the performance of the services to any third person without the prior
written consent of the Municipality, or its designee.
31) Force Majeure. No Party shall be considered to be in default in the performance of
any of its nonpayment obligations hereunder if failure of performance is due to an
uncontrollable force; provided, however, that payment obligations shall not be
excused by force majeure. The term “uncontrollable force” shall mean any cause
beyond the control of the Party affected, including but not limited to failure of
facilities, flood, earthquake, tornado, storm, fire, lightning, pandemic, epidemic,
war, riot, civil disturbance or disobedience, labor dispute, action or nonaction by or
failure to obtain the necessary authorizations or approvals from any governmental
agency or authority or the electorate, labor or material shortage, unusual delays in
delivery, supply interruptions, delay attributable to the actions of any governmental
or regulatory agency having jurisdiction over the project, sabotage, restraint by
Court order or public authority, or any other factor beyond the reasonable control
of a Party, and which by the exercise of commercially reasonable due diligence
such Party shall be unable to overcome. Nothing herein shall be construed so as to
require either Party to settle any strike or labor dispute in which it is involved. Either
Party rendered unable to fulfill any nonpayment obligation hereunder by reason of
an uncontrollable force shall exercise due diligence to remove such inability and
shall remedy such affected obligations within a reasonable time after the
uncontrollable force ceases to exist.
32) Governing Law and Venue. The Contract Documents shall be governed by and
construed in accordance with the laws of the State of Arizona, without regard to
conflict of law principles. SRP and Municipality agree that any action, suit or
proceeding arising out of or relating to the Contract Documents shall be initiated
and prosecuted in a federal or state court of competent jurisdiction located in
Maricopa County, Arizona, and the parties irrevocably submit to the jurisdiction
and venue of such court.
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33) Waiver of Jury Trial. In the event of a dispute involving the terms of this Agreement
or an allegation of material breach by either Party, the Parties reserve all rights and
remedies, arising by law or equity, but shall waive any right to demand a trial by
jury in an action commenced in court with respect to any legal proceeding arising
out of or relating to this Agreement.
34) Attorney’s Fees. Should either party sue to enforce its rights herein, the prevailing
party to litigation shall be entitled to reimbursement from the other party of its
reasonable attorney’s fees and litigation costs and expenses, including witness fees
of any kind, in an amount to be determined by the court, by arbitration if required
by the court, or by agreement between the parties.
35) Complete Agreement. This Agreement (encompassing all Contract Documents
referenced herein) represents the entire agreement of the Parties and supersedes all
negotiations, representations, prior discussions or preliminary agreements between
the Parties. No statements, warranties or representations of any kind not created in
this Agreement shall in any way bind the Parties. This Agreement can only be
changed or modified by a writing signed by all of the Parties hereto.
36) Amendment. The Contract Documents may not be amended except by a written
instrument executed by each party to this Agreement.
37) Severability. No term or provision of this Agreement that is determined by a court
of competent jurisdiction to be invalid or unenforceable shall affect the validity or
enforceability of the remaining terms and provisions of this Agreement. Any term
found to be invalid or unenforceable shall be deemed as severable from the
remainder of the Agreement.
38) No Joint Venture, Partnership or Business Association. This Agreement is not
intended to constitute, create, give rise to, or otherwise recognize a joint venture,
partnership or formal business association or organization of any kind, and the
rights and obligations of the Parties shall be only those expressly set forth in this
Agreement. The Parties agree that no individual performing under this Agreement
on behalf of SRP will be considered a Municipality employee, and that no rights of
Municipality civil service, Municipality retirement or Municipality personnel rules
shall accrue to such individual. SRP shall have total responsibility for all salaries,
wages, bonuses, retirement, withholdings, workers’ compensation, other employee
benefits, and all taxes and premiums appurtenant thereto concerning such
individuals and shall save and hold harmless the Municipality with respect thereto.
39) Parties’ Compliance. Each Party shall comply with all existing and subsequently
enacted federal, state and local laws, ordinances, codes, and regulations that are, or
become applicable to this Agreement.
40) Rights of the United States. This Agreement is subordinate to the rights and
regulatory authority of the United States, federal reclamation law, and existing or
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future agreements governing management of the reclamation project. If a
subsequently enacted law imposes substantial additional costs on SRP, a request
for an amendment may be submitted.
41) No Assignment. Neither SRP nor Municipality shall have the right to assign any
rights or interest created herein without the prior written approval of the other Party,
except that SRP may assign its interest in the Property and associated facilities to
an affiliate or successor-in-interest without consent of Municipality. Any
unauthorized assignment shall void this Agreement.
IN WITNESS HEREOF, each Party has caused the execution of this Agreement by the
undersigned, who is vested with authority to bind such Party to the terms and conditions
herein.
“SRP”
Salt River Valley Project Agricultural
Improvement and Power District and
Salt River Valley Water Users’
Association:
“Municipality”
City of Chandler, an Arizona
municipal corporation:
______________________________
Christa McJunkin
Sr. Director
Water Supply & System
______________________________
Municipality Representative
_08/11/2026___________________
Date Signed
______________________________
Title of Representative
______________________________
Date Signed
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EXHIBIT A
Construction Bid Summary
8/10/2026
SECTION I - Items by SRP
Item
Item Description
Unit
Quantity
Unit Bid
Net Bid
1.
Construction Engineering - Survey, Inspection, & AsBuilts
LS
1
26,240
26,240
1.
60" CIPL
LF
734
1,119.42
1119
821,651
2.
48" CIPL
LF
155
895.53
896
138,808
3.
30" CIPL
LF
189
560
105,785
4.
24" CIPL
LF
178
447.77
448
79,702
5.
Remove and Replace Manhole tops
EA
2
109970
219,940
6.
Install Manhole
EA
1
139764
139,764
7.
Restore Sidewalk
LF
60
1142
68,540
SECTION I TOTALS
$0
$1,600,430
Summary:
SECTION I - Items by SRP
$1,600,430
NET BID =
$1,600,430
NOTES:
1. Items listed in this Const. Bid Summary constitute a total bid which valid for 60 days and expires on:
October 9, 2026
2. All utility conflicts must be resolved and completed prior to the arrival of SRP Construction forces.
3. Items, Restorations, and/or services not specifically listed in the details and quantities above are excluded.
4. This Construction Estimate Bid Summary was prepared by SRP Water Construction.
SRP # 2200531
Ray Road and Dobson Road Improvements
Ray Road and Dobson Road Chandler
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EXHIBIT B
Plans
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ADDITIONAL TERMS AND CONDITIONS:
•
This Agreement is subject to A.R.S. 38-511
For Customer (City of Chandler):
Mayor Signature:
Date:
Authorized Signature:
Date:
Printed Name: Daniel Haskins, P.E.
Title: CIP City Engineer
Approved as to Form:
Date:
City Attorney
Attest:
Date:
City Clerk
Seal
City Project No.:
ST2103.507
City Project Name:
Ray Road and Dobson Road Intersection Improvements
Council Date:
September 17, 2026
SRP Project Name:
Ray Road and Dobson Road Intersection Improvements
SRP File No.:
2200531
Job Location:
Ray Road and Dobson Road
Amount:
$1,600,430
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