Construction Agreement with SRP

P.O. Box 52025 
Mail Station SSW303 
 
 
Phoenix, Arizona 85072-2025 
(602) 236-5900 
www.srpnet.com 
Engineering and Construction Agreement.doc 
 
Date: 07/18/2024 
 
 
 
RE: Proposed SRP/Glendale Well 
       Engineering and Construction Agreement 
 
 
 
Dear: Martin Soma  
 
Attached is the Engineering and Construction Agreement (“ECA”) for the above referenced project for 
your review and signature.  The design and construction process will begin upon receipt of a signed copy 
of the ECA.  The estimated cost of our services is $74,970 and by executing the ECA, Glendale authorizes 
SRP to invoice Glendale for these services in accordance with the terms set out in the ECA.   
 
The ECA includes Exhibit A, Exhibit B and a sample Authorization to Bill letter.  Exhibit A identifies the 
scope of work to be performed for the above referenced project.  Exhibit B provides a list of activities to 
be performed by SRP and their estimated cost.  Items to be built by Glendale will have no estimated dollar 
amount and are included in the no bid section on Exhibit B.  If applicable, an Authorization to Bill letter, 
which authorizes SRP to bill Glendale for monthly power usage, will be provided for execution.  
 
SRP will submit invoices to Glendale for the estimated cost of work and work performed pursuant to any 
changes to the Scope of Work. Glendale shall provide payment upon the submission of invoices within 
one hundred twenty (120) calendar days after receipt of the invoices.   
 
To initiate the project, sign this agreement and return one signed copy of the ECA, including Exhibits A, 
B and, if applicable, the completed Authorization to Bill letter (on Glendale’s letterhead), to my attention 
at the above address.  
 
We appreciate the opportunity to provide engineering and construction services for your project.  If you 
have any questions concerning the agreement, please contact Roseanna Navarro at 602-236-3411 or 
email at Roseanna.Navarro@srpnet.com.  All efforts will be made to work with you in a timely manner.   
 
Sincerely, 
 
 
Andy Johnson, Manager Engineering 
 
Enclosures 
 
cc: Bob Pane  
Director, Water Engineering and Transmission

Engineering and Construction Agreement (Municipality).doc 
 
ENGINEERING AND CONSTRUCTION 
AGREEMENT 
(Municipal) 
 
 
This Engineering and Construction Agreement (“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 Glendale (“Municipality”) as of this ____ 
day of____, 202__.  SRP and Municipality may be referred to as “Party” or “Parties.” 
 
WHEREAS, Municipality has deemed it necessary or desirable that SRP accommodate certain development 
or other needs of Municipality (“Municipality’s Project”) and recognizes that SRP is best capable of 
providing such accommodation, AND; 
 
WHEREAS, SRP is capable of providing such accommodation, using its own employees and equipment, 
unless otherwise provided herein. 
 
THEREFORE, in consideration of the matters described herein and of the mutual benefits and obligations 
set forth herein, SRP and Municipality agree as follows: 
 
1) SRP shall perform the work and services (“Work”) more particularly described in the Scope of 
Work (EXHIBIT A), attached hereto, and by this reference incorporated herein. 
 
2) SRP shall complete the Work described in EXHIBIT A in a timely manner, as determined in SRP’s 
reasonable discretion, taking into account its business needs, priorities and operational limitations.  
In the event SRP is delayed in completing the Work due to an uncontrollable force, as defined in 
Paragraph 8 below, the time for completion shall be extended for such time as SRP shall determine, 
in its reasonable discretion, is required to account for such delay. 
 
3) SRP shall maintain its customary insurance coverage, through its self insurance program and/or 
supplementary contracts of insurance it deems necessary. 
 
4) SRP shall at all times comply with laws applicable to performance of the Work. 
 
5) The estimated cost for completing the Work is provided in EXHIBIT B.  Payment to SRP shall be 
in accordance with the terms set out in Paragraph 6 below. If applicable, an Authorization to Bill 
letter, which authorizes SRP to bill Municipality for monthly power usage, will be provided and 
must be completed and executed in conjunction with this AGREEMENT. 
 
6) Taking into account its business needs, SRP and Municipality priorities, Municipality shall pay 
SRP for the work, including work performed pursuant to any changes to scope of work. Upon the 
submission of invoices and within one hundred and twenty (120) calendar days after receipt of such 
invoices.  
 
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.

Engineering and Construction Agreement (Municipality).doc 
 
 
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 6(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 Scope of 
Work, 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. 
7) Any dispute under this Agreement shall first be submitted to each Party’s Project Manager for 
resolution.  If the matter cannot be resolved by the Project Managers within fifteen (15) business 
days, the Parties shall submit the matter to senior officers or representatives that are specifically 
authorized to resolve such matter.  If the matter cannot be resolved by such senior officers or 
representatives, any Party may bring suit upon the matter, provided however, that it is expressly 
agreed that the venue shall only be in a federal or state court of competent jurisdiction within 
Maricopa County, Arizona.   
a. In the event of any future dispute or action arising under this Agreement, the prevailing 
Party shall be entitled to recover its reasonable attorneys’ fees and costs incurred therein, 
including expert witness fees. 
b. Pending the resolution of a dispute, the Parties shall proceed, to the extent legally 
permissible, in a manner consistent with this AGREEMENT, and shall make payments 
required in accordance with the applicable provisions of this AGREEMENT.  Amounts 
paid by Municipality under this Subparagraph 7(b) during the pendency of such dispute 
shall be subject to refund and adjustment upon a final resolution of any dispute involving 
an amount due.   
8) No Party shall be considered to be in default in the performance of any of its obligations hereunder 
if failure of performance is due to an uncontrollable force. 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 obligation hereunder 
by reason of an uncontrollable force shall exercise due diligence to remove such inability.

Engineering and Construction Agreement (Municipality).doc 
 
9) Municipality shall indemnify, hold harmless, release and defend SRP, District and Association 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, and liabilities (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, 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.  
Municipality’s obligations under this Section 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. Municipality’s obligations under this Section 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. 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.  Further, Municipality releases SRP from and waives 
any claims it may have, now or in the future, related to SRP’s performance hereunder, 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. 
 
10) Neither SRP nor Municipality shall have the right to assign any rights or interest created herein, 
except that SRP may assign its interest in the Property and associated facilities to an affiliate or 
successor-in-interest with 60 day notification to and without consent of Municipality. 
 
11) This AGREEMENT shall be governed in all respects by the laws of the State of Arizona. 
 
12) Nothing contained in this Agreement shall be construed as creating a partnership or joint venture 
between the Parties.  The covenants, obligations, and liabilities contained in this Agreement are 
intended to be several and not joint or collective, and nothing contained herein shall be construed 
to create an association, joint venture, agency, trust, or partnership, or to impose a trust or 
partnership covenant, obligation, fiduciary duty, or liability between the Parties.  Except as 
specifically set out in this Agreement, each Party shall be individually responsible for its own 
covenants, obligations, and liabilities as provided herein. 
 
13) The parties may terminate this AGREEMENT upon mutual written agreement. 
 
14) 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. 
 
15) 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. 
 
16) This AGREEMENT is subject to the provisions of ARIZ. REV. STAT. § 38-511.

Engineering and Construction Agreement (Municipality).doc 
17) This AGREEMENT is subject to the provisions of ARIZ. REV. STAT. § 42-17106.
18) The terms, covenants and conditions of this AGREEMENT, inclusive of Exhibit A, Exhibit B and,
if applicable, the executed Authorization to Bill letter, constitute the entire agreement between the
Parties, and no understandings or obligations not expressly set forth in this Agreement shall be
binding upon them. This Agreement may not be modified or amended in any manner unless in
writing and signed by the Parties.  This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
19) The undersigned representative of each Party certifies that he or she is fully authorized by the Party
whom he or she represents to enter into the terms and conditions of this Agreement and to legally
bind the Party to it.
In witness, 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. 
SALT RIVER VALLEY PROJECT 
City of Glendale 
AGRICULTURAL IMPROVEMENT 
Attest: 
AND POWER DISTRICT AND  
SALT RIVER VALLEY WATER  
USERS’ ASSOCIATION: 
By:____________________________ 
(please print name) 
     (Seal) 
Signature:_______________________ 
Date:____________________________ 
Andrew Johnson
07/18/2024
CITY OF GLENDALE 
By:  
Name:  Kevin R. Phelps 
Title:  City Manager   
ATTEST 
By:  
Name: Julie K. Bower 
Title: City Clerk 
APPROVED AS TO FORM 
By:  
Name: Michael D. Bailey 
Title: City Attorney

Engineering and Construction Agreement (Municipality).doc 
 
  EXHIBIT A 
 
Scope of work for MUNICIPALITY connection to SRP Wellsite  
 
SRP will provide the following as part of this AGREEMENT: 
 
• 
Electrical, Civil, and SCADA design and drafting 
• 
Install MUNICIPALITY conduits, wire and cable 
• 
Fabricate and install MUNICIPALITY RTU Cabinet 
• 
Construction as-builts to MUNICIPALITY 
• 
Butterfly Valves (2)/Limitorque (2)/Tee assembly, mutually agreed upon by both 
parties at time of execution of this AGREEMENT 
 
 
 
MUNICIPALITY will provide the following as part of this AGREEMENT: 
 
• 
Install above and below ground discharge pipe 
• 
Install MUNICIPAL Flow Meter and MUNICIPAL RTU 
• 
Work with SRP at startup 
• 
MUNICIPALITY termination for electrical/SCADA 
• 
Install Butterfly Valves (2)/Limitorque (2)/Tee assembly 
• 
MUNICIPALITY shall not install any audio/video recording equipment without 
SRP’s written authorization

SECTION I - SRP Design
 
Item
Item Description
Unit
Quantity
$/Unit
Bid
Net Bid
1
Design
EA
1
27,500
27,500
27,500
a.  Electrical
b.  Mechanical
c.  Civil
                               SECTION  I  TOTALS
$27,500
$27,500
SECTION II - SRP Construction
 
Item
Item Description
Unit
Quantity
$/Unit
Bid
Net Bid
1
Customer Electrical
EA
1
32,000
32,000
32,000
a.  Install Customer conduit, wire, and cable
b.  Build and install Customer RTU mast
c.  Trenching for all Customer conduits inside well property
                               SECTION  II TOTALS
32,000
32,000
SECTION III - No Bid Items
 
Item
Item Description
Unit
Quantity
$/Unit
Bid
Net Bid
1
Customer Discharge Pipe and Measurement
EA
0
0
0
0
a.  Install city mercoids pressure switches, discharge pressure transmitter, 
mag meter, water level transducer , and motor operated valves. 
b. Install Pipe supports
c. Above ground discharge pipe
d. Below ground discharge pipe
2
City termination- electrical/SCADA
0
0
0
0
                               SECTION  III  TOTALS
$0
$0
SECTION I - Design by SRP
$27,500
SECTION II - Construction by SRP
$32,000
SECTION III - No Bid Items
$0
Sub Total
$59,500
Contingency 10%
$5,950
Sub Total
$65,450
A&G 16%
$9,520
Total Estimate
$74,970
EXHIBIT "B"
Cost Summary 
Proposed SRP Well 06.0E-16.4N