Attachment A - Resolution No. 2026-2526 with Exhibit
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Resolution No. 2026-2526
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RESOLUTION NO. 2026-2526
…
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY OF GOODYEAR, MARICOPA
COUNTY, ARIZONA, APPROVING A LONG-TERM OPERATING AGREEMENT WITH
ARIZONA PUBLIC SERVICE COMPANY FOR THE DELIVERY OF BRACKISH WATER TO THE
PALO VERDE GENERATING STATION.
…
WHEREAS, historically the reject streams produced from the City's reverse osmosis groundwater
treatment facilities has been disposed of via the city’s sewer system and passed through the
Goodyear Water Reclamation Facility ("GWRF");
WHEREAS, the delivery of these reject streams to the GWRF negatively impact the City's
wastewater operations, including using capacity at the GWRF that is needed to support new
development wit in the City;
WHEREAS, in 2019, the City completed a Brine Management Study to explore alternative
options for the disposal of the reject streams;
WHEREAS, since the completion of the Brine Management Study, the City has pursued a
collaborative and innovative project with Arizona Public Service ("APS") that will allow the City
to deliver the reject streams to the Palo Verde Generating Station ("PVGS") and water
discharged from cooling towers of industrial users in Goodyear (collectively "Brackish Water")
through the PVGS water reclamation supply system pipeline ("WRSS Pipeline).
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF
GOODYEAR, MARICOPA COUNTY, ARIZONA, AS FOLLOWS:
SECTION 1.
The Mayor and Council of the City of Goodyear hereby approve the Long-Term
Operating Agreement between the City of Goodyear and Arizona Public Service
attached hereto as Exhibit A (the "Operating Agreement") and authorize its
execution.
SECTION 2.
The City Manager is hereby authorized and directed to take any and all actions
and to execute any and all documents necessary to carry out the intent of this
Resolution and the terms of the Operating Agreement.
SECTION 3.
Resolution 2026-2526 shall be effective upon the date of its adoption.
Resolution No. 2026-2526
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PASSED AND ADOPTED by the Mayor and Council of the City of Goodyear, Maricopa County,
Arizona, by a ______ vote, this 22nd day of June, 2026.
____________________________________
Joe Pizzillo, Mayor
Date: ______________________________
ATTEST:
APPROVED AS TO FORM:
______________________________
______________________________
Jasmine Pernicano, City Clerk
Roric Massey, City Attorney
Resolution No. 2026-2526
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Exhibit A
AGREEMENT #:
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LONG-TERM OPERATING AGREEMENT
BETWEEN
THE CITY OF GOODYEAR
AND
ARIZONA PUBLIC SERVICE COMPANY
AGREEMENT #:
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1. PARTIES.
1.1 This Long-Term Operating Agreement is by and between CITY OF GOODYEAR, a municipal corporation
formed under the laws of Arizona (“Goodyear” or “Municipality”) and ARIZONA PUBLIC SERVICE COMPANY,
an Arizona corporation (“APS” or “Company”) having its principal place of business at 400 North 5th Street,
Phoenix, Arizona 85004, acting on its own behalf and as Operating Agent for the Palo Verde Generating
Station (“PVGS” or “Palo Verde”) Participants (as defined below) and for the benefit of Pinnacle West Capital
Corporation (this “Agreement”). This Agreement provides the terms and conditions under which Goodyear will
deliver, and APS will accept, Goodyear Brackish Water (as defined below) at PVGS through the Water
Reclamation Supply System (“WRSS Pipeline”) and is effective July 15, 2026 (the “Effective Date”).
2. RECITALS.
2.1 WHEREAS, PVGS is a nuclear power plant, co-owned by APS, Salt River Project Agricultural Improvement
& Power District, El Paso Electric Company, Southern California Edison Corporation, Public Service Company
of New Mexico, Southern California Public Power Authority, and Los Angeles Department of Water & Power
(collectively, the “Participants”).
2.2 WHEREAS, APS is the Operating Agent of PVGS including the WRSS Pipeline and Water Reclamation
Facility (“WRF”), which operates for the benefit of the Participants.
2.3 WHEREAS, PVGS has Nuclear Regulatory Commission approved operating licenses for nuclear Units 1, 2,
and 3 which expire in 2045, 2046, and 2047, respectively.
2.4 WHEREAS, PVGS uses cooling water from municipal effluent delivered via the WRSS Pipeline that runs
through the municipal boundaries of Goodyear; the water is delivered to the WRF where it is treated, stored,
used for cooling, and discharged into evaporation ponds.
2.5 WHEREAS, APS also provides cooling water from the WRF to the Redhawk Power Plant located in Arlington,
Arizona (“Redhawk”).
2.6 WHEREAS, the WRSS Pipeline is accessible from Goodyear’s existing and/or future water treatment and
reclamation facilities.
2.7 WHEREAS, because of the rising costs of effluent being used as cooling water, APS is interested in pursuing
alternative sources of cooling water.
2.8 WHEREAS, Goodyear is seeking to dispose of the reject stream from reverse osmosis treatment of its water
into the WRSS Pipeline to be conveyed to PVGS for use as cooling water.
2.9 WHEREAS, additionally, Goodyear is seeking to dispose of some or all of the water discharged from cooling
towers of industrial users operating in Goodyear into the WRSS Pipeline to be conveyed to PVGS for use as
cooling water.
2.10 WHEREAS the City of Buckeye ("Buckeye") also is interested in disposing of reject stream from reverse
osmosis treatment of water into the WRSS Pipeline to be conveyed to PVGS for use as cooling water.
2.11 WHEREAS, in August 2022, Goodyear, Buckeye and APS entered into that certain agreement titled
Agreement Regarding Collaborative Efforts to Accept Municipal Brackish Water into the Water Reclamation
AGREEMENT #:
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Supply System Pipeline, which was amended in March 2024 by that certain agreement titled First Amendment
to Agreement Regarding Collaborative Efforts to Accept Municipal Brackish Water into the Water Reclamation
Supply System Pipeline, and subsequently amended in 2024 by that certain agreement titled Second
Amendment to Agreement Regarding Collaborative Efforts to Accept Municipal Brackish Water into the Water
Reclamation Supply System Pipeline (collectively referred to as the “Initial Brackish Water Agreements”)
pursuant to which Goodyear and Buckeye provided the funding for (i) design work, (ii) certain construction
services, and (iii) purchase of certain long-lead time equipment.
2.12 WHEREAS, in March 2025, Goodyear, Buckeye, and APS entered into that certain agreement titled
Engineering Procurement and Construction Agreement pursuant to which the municipalities provided the
funding for (i) engineering, design, construction, and procurement of equipment to allow the Company to
deliver cooling water to Redhawk, (ii) work required for Goodyear Interconnections to the WRSS Pipeline, (iii)
preparation for PVGS to begin receiving brackish water from the municipalities, and (iv) a commitment to
further good-faith negotiations on a long-term agreement. This Agreement is that long-term agreement as
between Goodyear and APS.
2.13 WHEREAS, APS reaffirms its obligations in the Initial Brackish Water Agreements set forth in Section 5 (Third
Party) and Section 6 (Entry Fee) (i) prohibiting APS from accepting reject streams from reverse osmosis
treatment of groundwater or any other streams of water from other entities (“Additional Brackish Water
Owners”) if doing so will result in Goodyear not being able to deliver up to 3.3 million gallons per day ("mgd")
of Goodyear Brackish Water, and (ii) requiring APS to collect contribution from Additional Brackish Water
Owners to reimburse Goodyear and Buckeye a percentage of the cost of the improvements paid for by
Goodyear and Buckeye under the Initial Brackish Water Agreements except for the cost of the improvements
that were solely for Goodyear’s benefit.
2.14 WHEREAS, Buckeye is not yet prepared to deliver Brackish Water to PVGS, but Goodyear is finalizing
improvements needed for it to deliver Goodyear Brackish Water to PVGS through the WRSS Pipeline and is
prepared to enter into this long-term agreement contemplated by that certain agreement titled Engineering
Procurement and Construction Agreement entered into by Goodyear, Buckeye, and APS in March 2025.
2.15 WHEREAS, APS and Goodyear (individually as a Party and collectively as the Parties) wish to enter into this
Agreement to address the following (collectively, the “Project”):
• Responsibilities for operating and maintaining equipment, including work required to maintain the
systems that allow APS to deliver cooling water to Redhawk, which includes the Brackish Water the
Municipality will be delivering to PVGS;
• Operating procedures for delivery or cessations of delivery of Brackish water under various conditions;
• Brackish water testing requirements including frequency and reporting;
• Payment and pricing for Goodyear to send the Brackish Water to APS;
• Transfer of all rights and title in the Brackish Water from Goodyear to APS;
• Potential transition between water evaporation or recovery technologies; and
• Associated provisions related to the above.
2.16 WHEREAS, Goodyear agrees that APS is entitled to enter into agreements with Buckeye or other entities
that provides for the delivery of Brackish Water (defined below) to PVGS unless such agreements will result
in Goodyear not being able to deliver the agreed upon amounts of Goodyear Brackish Water (defined below),
AGREEMENT #:
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which are specified in this Agreement. APS agrees that the costs charged for delivering Brackish Water to
PVGS by Buckeye or any other entity shall not adversely impact costs charged to Goodyear under this
Agreement such that Goodyear would be subsidizing the costs for the delivery of Brackish Water to PVGS by
Buckeye or any other entity.
3. DEFINITIONS.
Terms not defined elsewhere in this Agreement have the following meanings:
“Applicable Law” means all applicable laws, statutes, ordinances, rules, and regulations of any governmental
authority (including, without limitation, city, county, state, federal, and tribal governmental authorities), including,
without limitation, statutes, ordinances, rules, and regulations.
"Brackish Water" means any stream of water with TDS levels greater than 1,750 ppm.
“Goodyear Brackish Water” means the: (A) reject stream from reverse osmosis treatment of recovered effluent
and Central Arizona Project water delivered from Goodyear to PVGS through the WRSS Pipeline; and (B) water
from cooling towers of industrial users operating in Goodyear delivered from Goodyear to PVGS through the
WRSS Pipeline for use as cooling water, with the Brackish Water delivered from Goodyear under (A) and (B)
expected to have Total Dissolved Solids (“TDS”) levels ranging between 6,000 and 9,000 mg/l.
“Business Day” means Monday through Friday excluding United States federal holidays.
“Claim” means any claim, action, dispute, demand, or right of action, whether in law or in equity, of every kind
and character.
“Company Property” means Company’s tools, equipment, data, facilities, or Company Cyber Assets.
“Force Majeure” means an unforeseeable event beyond the reasonable control of, and not the fault of nor caused
by any negligence of, the affected Party and which the affected Party is unable to overcome by the exercise of
its reasonable diligence. Force Majeure may include the following: a restraint imposed by government, act of a
public enemy, war, blockade, insurrection, riot, act of God, pandemic, epidemic, landslide, earthquake, fire, storm,
lightning, and flood. Force Majeure events do not include strikes, work stoppages, interruption to supply chain,
or economic hardship.
“Indemnitee” means the indemnified Party and the officers, directors, employees, agents, advisors,
representatives, affiliates, successors, and assigns of the indemnified Party.
“Intellectual Property” means any United States and foreign: (A) patents and patent applications, inventions and
improvements thereto; (B) trademarks, service marks, trade names, trade dress, logos, business and product
names, and registrations and applications for registration thereof; (C) copyrights and registrations thereof; (D)
trade secrets and confidential or proprietary information including, without limitation, processes, methods,
designs, formulae, know-how, and models; and (E) tangible embodiments of any of (A) through (D) in any form
or medium.
“Losses” means all liabilities, losses, damages, fines, penalties, costs, and expenses, of any kind or nature,
whether or not covered by insurance, inclusive of reasonable attorney’s fees and expenses incurred in the
investigation, defense, or enforcement of either Party’s rights under this Agreement except as provided in Section
16.1.
"mg/l" means milligrams per liter and is equivalent to ppm
"ppm" means parts per million and is equivalent to mg/l
AGREEMENT #:
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4. ENTIRE AGREEMENT; PRECEDENCE.
4.1 Entire Agreement. Except as expressly provided herein, this Agreement contains the final and complete
understanding between the Parties and supersedes all prior and contemporaneous communications
pertaining to the Project. The Initial Brackish Water Agreements and the Engineering, Procurement and
Construction Agreement remain in full force and effect.
4.2 Appendices. This Agreement includes all documents attached hereto or incorporated by reference, including:
Appendix A
Pricing and Payment
Appendix B
Operational Requirements
Appendix C
Confidentiality and Non-Disclosure Agreement
Appendix D
Insurance Requirements
Appendix E
Testing Requirements
Appendix F
Chemical Cost Determination Methodology
4.3 Precedence. In the event of a conflict, the documents of this Agreement will be read in the following order of
priority:
This Agreement.
The operating procedure then in place between the Parties, which APS shall prepare and provide to
the Goodyear, and which shall be consistent with the appendices to this Agreement unless mutually
agreed to in a writing by the Parties.
The appendices to this Agreement.
Any other documents referenced in this Agreement or its appendices.
5. TERM.
5.1 This Agreement shall have an initial term that commences upon the Effective Date and expires upon the
completion of operations of Unit 1 at PVGS, which is currently scheduled for June 1, 2045 (“Initial Term”). If
all three PVGS units obtain a subsequent operating license renewal, this Agreement shall be automatically
extended for a subsequent term that is coterminous with the earliest of the units’ license renewal term.
6. SCOPE.
6.1 This Agreement provides the rights and obligations of the Parties with respect to the Project.
6.2 This Agreement provides for an initial conveyance of Goodyear Brackish Water of 1.7 mgd through the WRSS
(“Goodyear’s Initial Flows”).
6.3 This Agreement provides, subject to PVGS operational margins and design limitations, for an additional
conveyance of up to 1.6 mgd of Goodyear Brackish Water (in whole or in part, “Goodyear’s Additional Flows”)
through the WRSS Pipeline such that at full buildout, Goodyear will be delivering up to 3.3 mgd.
In order to manage Goodyear’s Additional Flows, additional treatment capacity, which may include water
recovery equipment or additional or alternate enhanced evaporation technology, may be required.
AGREEMENT #:
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Engineering, procurement, and construction of said additional equipment will be determined by mutual written
agreement of the two Parties and at Goodyear’s expense. If such equipment is required, APS will not be
obligated to accept Goodyear’s Additional Flows until the equipment is installed. To the extent that the
improvements and equipment constructed and installed to accept flows of Goodyear Brackish Water in excess
of Goodyear's Initial Flows will support the delivery of Brackish Water from Additional Brackish Water Owners,
APS agrees that it will collect from those entities delivering Brackish Water to PVGS a percentage of the cost
of the improvements and equipment paid for by Goodyear except for the cost of any improvements that are
solely for Goodyear’s benefit.
6.4 APS shall not accept reject streams from reverse osmosis treatment of groundwater or any other streams of
water from other entities other than Brackish Water from Buckeye pursuant to the parties previous agreements
if doing so will result in Goodyear not being able to deliver up to 3.3 mgd of Goodyear Brackish Water or will
result in Goodyear having to incur costs for improvements Goodyear is responsible for under this Agreement
that Goodyear would not otherwise have incurred but for APS's acceptance of reject streams from reverse
osmosis treatment of groundwater or any other streams of water from other entities.
7. PRICE AND PAYMENT.
7.1 Description of the Costs. See Appendix A for Pricing and Payment terms.
7.2 Interconnection. Goodyear will be responsible for any costs associated with maintaining, and operating
interconnection(s) into the existing WRSS Pipeline that conveys water to PVGS, as well as any retention
ponds or other infrastructure needed in order to retain Goodyear Brackish Water when APS does not accept
the Goodyear Brackish Water into the WRSS Pipeline (such as for a period of time during a refueling outage
at PVGS, as set forth in Appendix B).
7.3 Improvements or Alterations To, and Use Of, Existing PVGS Infrastructure. Goodyear will fund the costs of
any additional improvements to the WRSS Pipeline, not completed under previously executed agreements,
that are needed for Goodyear to deliver Goodyear Brackish Water into the WRSS Pipeline. The Parties agree
that no additional improvements to the WRSS Pipeline are needed for the delivery of Goodyear's Initial Flows.
Goodyear will pay costs for required modifications to the electrical service entrance, as well as an electrical
distribution system suitable for the operation of the new equipment in the evaporation pond area. APS and
Goodyear shall enter into a separate contract to document and provide for the construction of any new
improvements needed as provided in this section.
7.4 New Equipment and APS Infrastructure. If not already covered under existing agreements, Goodyear will fund
the costs of the new systems and equipment needed to deliver and process Goodyear Brackish Water to
include construction of the new systems, including, without limitation, a method of addressing additional
cooling tower blowdown water discharged to the evaporation ponds and construction of an excess blowdown
return line from Redhawk to PVGS; and the maintenance, repair, and periodic replacement of the new systems
or sub-components. Flowmeters and TDS meters with output provided to Palo Verde Water Resources
(“PVWR”) will be installed at connection points to monitor total Brackish Water flow and quality being supplied
into the WRSS Pipeline. APS and Goodyear shall enter into a separate contract to document and provide for
the construction of any new improvements needed as provided in this section
7.5 Entry Fee. The calculation of the Entry Fee to be charged to Additional Brackish Water Owners as set forth
in the Initial Brackish Water Agreements shall include all of the costs Goodyear incurs for improvements it is
responsible for under this Agreement unless such improvements solely benefit Goodyear.
AGREEMENT #:
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7.6 Other. The operating and maintenance costs are subject to periodic modification, which shall be based on
documented costs provided by APS. In no event will APS be obligated to conduct work or obtain goods and
services under this Agreement if the cost of such work is not reimbursed by the Municipality.
7.7 Unexpected Impacts. In the event unexpected impacts to the WRSS Pipeline, WRF, PVGS, or Redhawk are
encountered after the commencement of deliveries of Goodyear's Brackish Water to the WRSS Pipeline that
differ from or exceed those anticipated impacts identified in the Brine Management Report dated October 28,
2021, additional costs or fees may be assessed in order to adjust to those impacts.
7.8 Pricing Adjustments. In the event the Company enters into an agreement with an Additional Brackish Water
Owner, the Parties agree to meet and determine if the Lifecycle Management Fee should be modified. The
Company is under no obligation to provide specific terms of the agreement(s) with any Additional Brackish
Water Owner and is not obligated to apply any terms of those agreements to any agreement to which
Company and Goodyear are parties. APS agrees that the costs charged for delivering Brackish Water to
PVGS by Buckeye or any other entity shall not adversely impact costs charged to Goodyear under this
Agreement such that Goodyear would be subsidizing the costs for the delivery of Brackish Water to PVGS by
Buckeye or any other entity.
7.9 Invoicing. Once operation has begun, APS will invoice Goodyear on a monthly basis based on the volume
and TDS levels of the water delivered into the WRSS Pipeline, using mutually agreed upon accounting
framework. Such invoices shall contain: (A) a reference to this Agreement; and (B) a description of the goods
and services covered by the invoice. Invoices must be submitted to:
City of Goodyear
Accounts Payable
1900 No. Civic Square
Goodyear, AZ 85395
7.10 Payment Terms. Municipality shall pay amounts due to APS within thirty (30) days following the receipt of an
invoice. Such payments shall be submitted to:
Arizona Public Service Company
P.O. Box 53920
Mail Station 9996
Phoenix, AZ 85072-3920
8. FORCE MAJEURE.
8.1 Force Majeure. In the event of a Force Majeure, the affected Party will: (A) promptly notify the other Party in
writing of any causes or circumstances claimed to constitute a Force Majeure event, the obligations that will
be affected by such Force Majeure event, the measures taken or to be taken to minimize the impact thereof,
the schedule for implementation of those measures, the anticipated duration of the failure to perform or delay,
and evidence supporting the claimed Force Majeure event; and (B) use reasonable best efforts to mitigate the
effect of such failure to perform or delay and to remedy the impact of the Force Majeure event. In no event
will the Municipality’s failure to satisfy its payment obligations under this Agreement constitute a Force
Majeure. The time for performance will be extended by a period of time equal to the time lost due to a Force
Majeure event or other period agreed upon by the parties.
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8.2 Extended Force Majeure. If the cumulative period of the delay equals or exceeds six (6) months or either Party
determines the delay has a significant adverse effect on its operations, that Party may terminate this
Agreement without further liability. If possible, the affected Party will offer partial performance of its obligations,
which the non-affected Party may accept or refuse.
9. CONFIDENTIALITY.
9.1 The Parties’ obligations regarding confidentiality are governed by the provisions of the Confidentiality and
Non-Disclosure Agreement attached hereto as Appendix C.
10. INTELLECTUAL PROPERTY.
10.1 Pre-existing Intellectual Property. Rights to any and all intellectual property conceived, authored, made, or
reduced to practice by any Party prior to performing under this Agreement, are and will remain that Party’s
property.
10.2 New Intellectual Property. Copies of all reports, data, or final documentation generated as a result of this
Agreement or otherwise provided or assigned to APS by a subcontractor shall be provided and/or licensed to
the Municipalities upon their request, unless it contains confidential information about APS, the Participants,
or their facilities. APS shall have ownership rights to the results of any reports, data, or final documentation
generated as a result of this Agreement or otherwise provided or assigned to APS by a subcontractor as works
for hire.
11. TERMINATION.
11.1 Termination for Cause. The non-breaching Party must provide the breaching Party with notice of the breach.
If such breach remains uncured for 45 days from when the notice is received by the breaching Party, the non-
breaching Party may immediately terminate the Agreement.
11.2 Termination in the Event of an Early PVGS Plant Closure. In the event that one or more PVGS units close
before the Initial Term, or any extended term pursuant to Section 5.1, expires, APS may terminate this
Agreement thirty (30) days after providing notice to Goodyear of APS’s intention to terminate. Upon
Goodyear’s request, after its receipt of the termination notice, the Parties will meet and negotiate in good faith
to consider amending this Agreement to reduce the amount of Brackish Water delivered to the WRSS Pipeline;
however, APS may terminate the Agreement if the Parties do not reach mutual agreement before the thirty
(30) day notice period has passed.
11.3 Termination in the Event of Significant Unexpected Impacts to PVGS Facilities. In the event that introducing
the Brackish Water into the WRSS Pipeline results in significant unexpected impacts to PVGS facilities, APS
may terminate the Agreement thirty (30) days after providing notice to Goodyear of APS’s intention to
terminate. Upon Goodyear’s request, after its receipt of the termination notice, the Parties will meet and
negotiate in good faith to consider amending this Agreement to reduce or eliminate the impacts to PVGS;
however, APS may terminate the Agreement if the Parties do not reach mutual agreement before the thirty
(30) day notice period has passed.
11.4 Termination Based on Regulatory Change. In the event of a change in environmental regulations regarding
pollutants and the change was not contemplated by the Project and the Project is no longer feasible because
of such change, APS may suspend flows immediately. APS may also terminate the Agreement thirty (30) days
after providing notice to Goodyear of APS’s intention to terminate. Upon Goodyear’s request, after its receipt
AGREEMENT #:
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of the termination notice, the Parties will meet and negotiate in good faith to consider amending this Agreement
to eliminate the impacts of the regulatory change; however, APS may terminate the Agreement if the Parties
do not reach mutual agreement before the thirty (30) day notice period has passed.
11.5 Settlement Upon Termination. In the case of Termination under Sections 11.2 (Termination in the Event of
an Early PVGS Plant Closure), APS shall reimburse Goodyear for the costs Goodyear incurred under the
Initial Brackish Water Agreements, the Engineering, Procurement and Construction Agreement, and any costs
it incurs for construction of improvements required in this Agreement prior to receiving the notice of termination
(“Goodyear’s Costs”) and APS shall not accept reject streams from reverse osmosis treatment of groundwater
or any other Brackish Water streams from any third party for a period of three (3) years following the
termination. Such reimbursement shall not allow for double recovery by Goodyear under this Agreement or
prior agreements. In the case of Termination under Section 11.3 (Termination in the Event of Significant
Unexpected Impacts to PVGS Facilities) or 11.4 (Termination Based on Regulatory Change), APS shall
reimburse Goodyear for 50% of Goodyear’s Costs, with the percentage of the reimbursement being prorated
from the Effective date through 2045. For example, if the Termination under 11.3 were to occur in 2026, APS
would reimburse Goodyear for the full 50% of Goodyear’s Costs. If the Termination under Section 11.3 were
to occur in 2045, APS would reimburse Goodyear for none of Goodyear’s Costs. This Section 11.5 shall expire
on June 1, 2045.
12. TITLE.
12.1 Title to the Brackish Water will pass from Goodyear to the Participants upon delivery to the WRSS Pipeline,
provided that the Brackish Water does not exceed the levels set forth in Appendix E or under applicable law
for human or environmental safety.
12.2 Title to interconnection, improvements, or alterations to Company Property or facilities that belong to the
Participants, including but not limited to the WRSS Pipeline and PVGS and any equipment or materials
purchased or installed as a part of the Project, will pass to APS and the Participants upon incorporation of
such interconnections, improvements, or alterations into Company’s or Participants’ property or facilities and
will belong to APS and/or the Participants; provided, however that the infrastructure from the Municipality’s
respective systems to the Palo Verde Trust 530 pipeline easement shall belong to the Municipality.
13. DESIGNATED REPRESENTATIVE AND NOTICE.
13.1 All communications relating to the day-to-day activities under this Agreement will be between the designated
representatives named in Appendix B. Any other notices required under this Agreement shall be sent by
certified mail, return receipt requested or a reputable courier service, and email, to the individuals identified
below or to any other addresses a Party may designate in writing and deliver in a like manner. Notices will be
effective on the date the certified mail is delivered, or the reputable courier service makes delivery.
Goodyear:
Barbara Chappell
Water Services Director
4980 S. 157th Ave.
Goodyear, AZ 85338
Barbara.Chappell@goodyearaz.gov
APS:
Pall Hopkins
Director, PVGS Water Resources
Pall.Hopkins@aps.com
and
Bradley Berles
Senior Director, PVGS Water Strategy
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Bradley.Berles@aps.com
5871 S. Wintersburg Rd., MS 6215
Tonopah AZ 85354
With a copy to:
Roric Massey
Goodyear City Attorney
1900 No. Civic Square
Goodyear, AZ 85395
Roric.Massey@goodyearaz.gov
With a copy to:
400 N. Fifth St., MS 8695
Phoenix, AZ 85004
Attn: General Counsel
lawdept@apsc.com
14. DAMAGE TO COMPANY PROPERTY.
14.1 With respect to any APS or Participant property, Goodyear will be liable to Company for any damage
caused to any such property by (a) intentional misconduct or negligence of Goodyear or Goodyear
personnel, subcontractors, or agents; (b) constituents within the Goodyear Brackish Water that exceeds
the limits set forth in Appendix E, or (c) any breach of this Agreement.
15. INDEMNIFICATION.
15.1 Indemnification for Municipality Actions. To the fullest extent permitted by law, the Municipality will indemnify,
defend, and hold harmless any APS or Participants’ indemnitee (APS’s and Participants’ respective officers,
directors, employees, agents, advisors, representatives, affiliates, successors, and assigns) (each a
“Company Indemnitee”) for, from and against any and all Losses that any Company Indemnitee may incur in
connection with any claim arising out of, or resulting from, any of the following:
Any harm, injury, or death to any person, or any damage or destruction of any tangible third-party
property, if caused in whole or in part by the negligence, gross negligence, willful misconduct, or
other fault of Municipality or its agents in connection with the Project;
Any release of any hazardous substance that is regulated by a governmental entity with jurisdiction
over the impact of the release to Company Property, property owned or controlled by the Participants
or the environment (along with the exacerbation of any pre-existing pollution conditions that were
caused by past releases) resulting or arising from the acts or omissions of Goodyear or its agents,
except to the extent that such release is attributable to acts or omissions of Company;
Any actual or alleged violation of applicable law by Municipality; or
The failure by Municipality to timely pay any required taxes, assessments, or contributions ((A)
through (D), collectively, “Loss”).
15.2 This indemnity shall include reasonable costs of defense, including reasonable attorney’s fees. Each of the
Parties shall provide prompt notice of any claim subject to indemnification hereunder, but failure to give such
prompt notice shall not be a defense to any indemnification obligation under the Agreement, except to the
extent that any Party can prove actual prejudice from such delay.
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16. LIMITATION OF LIABILITY/EXCLUSION OF CERTAIN DAMAGES.
16.1 No Party will be liable to another Party for any indirect, consequential, special, or punitive damages or lost
profits in connection with this Agreement. The foregoing notwithstanding, to the extent that one Party is entitled
to indemnification from the other Party under Section 15 in connection with a third-party claim, any damage
awarded to the third party (direct, consequential, or otherwise), will be deemed to be direct damages of the
indemnified Party, for which the indemnifying Party will be liable. All rights and remedies of the parties are
cumulative, and not exclusive.
17. INSURANCE.
17.1 Goodyear will comply with the terms of Appendix D.
18. AMENDMENTS AND CHANGE NOTICES.
18.1 Amendments. Any amendment to this Agreement must be in writing signed by both Parties.
18.2 Suspension. Company may suspend this Agreement, or any portion thereof, in its sole discretion if such a
suspension is required for safety, operational requirements of the WRSS or related Palo Verde or Redhawk
systems, or failure of the Municipality to make timely payments of invoices. Upon Company’s suspension of
any portion of this Agreement, it will mitigate costs to the Municipality and otherwise preserve and protect any
work or performance in progress. The suspension will be lifted when the event or events that caused it are
cured or otherwise remedied.
19. MISCELLANEOUS.
19.1 No Waiver. No statement, course of conduct, course of dealing, or other action will be construed as a waiver.
Any waiver must be in writing and signed by the Party granting the waiver.
19.2 No Joint Venture. Nothing in this Agreement shall constitute or be construed to be or to create a partnership
or joint venture relationship between the Parties. No Party shall make any statement or take any action that is
inconsistent with the provisions of this section. It is understood and agreed that the management and control
of the contracts between APS and any APS contractor shall remain, at all times, under the exclusive control
of those entities.
19.3 Assignment. The Municipality will not assign its rights or delegate its duties under this Agreement without the
prior written consent of APS, which APS may withhold at its sole discretion. Any assignment or delegation by
the Municipality in breach of this provision is void.
19.4 Survival of Obligations and Liabilities. Termination or expiration of this Agreement shall not relieve any Party
of any obligation that expressly or by implication survives termination or expiration, including but not limited
to: Indemnification, Limitation of Liability, Confidentiality, Governing Law, Dispute Resolution, and Attorney’s
Fees.
19.5 Third Party Beneficiaries. All benefits, rights, and remedies of Company under this Agreement shall also
inure to the benefit of the Participants. Except as specifically provided for herein, this Agreement does not
create any rights exercisable by any third party.
AGREEMENT #:
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19.6 Governing Law. This Agreement will be governed by and interpreted under Arizona law, without regard to
any conflict of law principles. Any legal suit, action, or proceeding arising directly or indirectly out of this
Agreement will be initiated in state or federal court in Maricopa County, Arizona. The Municipality voluntarily
waives its claims of sovereign or governmental immunity from claims and liabilities arising under this
Agreement to the extent permitted under law.
19.7 Dispute Resolution. In the event of a dispute, a representative of each Party who has the authority to resolve
the dispute will meet within fourteen (14) days after either Party gives the other Party written notice of the
dispute. The Parties shall use their reasonable best efforts to resolve the dispute. If the Parties do not reach
a resolution within sixty (60) days following the first meeting of the Parties, either Party may pursue litigation
or – if applicable pursuant to Arizona Revised Statutes (A.R.S.) §§ 12-133, 12-1518, et seq., or other
applicable law -- arbitration. Notwithstanding the foregoing, either Party may bring an immediate suit for breach
of the confidentiality obligations of this Agreement. If a dispute becomes the subject of litigation, each Party
waives its right to a jury trial.
19.8 Attorney’s Fees. The prevailing Party in any proceeding will be entitled to recover its reasonable attorney’s
fees, and associated costs and expenses.
19.9 Severability. If any provision of this Agreement is held invalid by a court of competent jurisdiction, the rest of
this Agreement will remain in full force and effect.
19.10 Interpretation. This Agreement will be interpreted without regard to factors such as the Party who prepared it
or the relative bargaining power of the Parties.
19.11 Political Subdivision and State Contract Terms. Goodyear will provide to Company a legal opinion or letter
stating whether this Agreement complies with applicable laws regarding Goodyear’s ability to enter into such
an agreement (evidence of compliance with A.R.S. §11-952(D) will be sufficient).
19.12 No Public Service. Goodyear waives any allegation that, by participating in this Agreement, APS or any other
PVGS Participant is acting as a water treatment public service corporation, as defined in Article 15, Section 2
of the Arizona State Constitution.
19.13 Notice of Arizona Statutory Cancellations. The Parties acknowledge the provisions of A.R.S. § 38-511, and
Goodyear will provide prompt notice to Company if a claim arises that could lead to this Agreement’s
cancellation pursuant to that statutory section.
20. EXECUTION.
20.1 This Agreement may be executed using two or more counterparts, each of which shall be deemed an original
but all of which together constitute one and the same Agreement. This Agreement shall be deemed executed
and delivered upon the exchange of executed scanned signature pages transmitted by electronic mail.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of
the Effective Date.
ARIZONA PUBLIC SERVICE COMPANY
SIGNATURE: ____________________________
NAME: _________________________________
TITLE: _________________________________
CITY OF GOODYEAR
SIGNATURE: ______________________________
Bryan Langley, City Manager
ATTEST City of Goodyear:
APPROVED AS TO FORM:
_________________________________ _______________________________________
City Clerk – Jasmine Pernicano
Roric Massey, City Attorney
AGREEMENT #:
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APPENDIX A – PRICING AND PAYMENT
Goodyear will pay APS an annual Lifecycle Management Fee of one million six hundred fifty thousand dollars
($1,650,000) per year and a Variable Cost, which is a direct pass through based on actual incurred costs.
The Variable Cost for the first year is estimated to be a total of one million six hundred thousand dollars
($1,600,000) and is comprised of an estimated one million five hundred thousand dollars ($1,500,000.00) for
chemical costs (based on 1 mgd annual flow and an average of 8,000 mg/l TDS and 2025 chemical pricing) and
one hundred thousand dollars ($100,000) for Redhawk Costs.
The Lifecycle Management Fee will be subject to periodic adjustment to account for changes in the underlying
costs or installation of new enhanced evaporation or recapture equipment. Company will provide notice of any
changes to the Lifecycle Management Fee by May 1 of each year. The new costs will become effective July 1 of
the same year unless challenged by Goodyear within 30 calendar days of receiving the notice of change.
Goodyear will continue to pay the Lifecycle Management Fee from the prior year until the dispute is resolved.
Once resolved, the resulting Lifecycle Management Fee will be applied retroactively from July 1 if the date has
already passed.
The Lifecycle Management Fee (1/12th of the annual Lifecycle Management Fee) and Variable Costs will be
invoiced monthly.
Lifecycle Management Fee: The following are examples of components of the Lifecycle Management Fee.
These costs are not proportional to Goodyear Brackish Water volumes and TDS:
1. Increased staffing needs;
2. Asset preservation fee (e.g., pipeline, cooling towers, tertiary treatment equipment, evaporation
ponds, Hassayampa Pump Station);
3. Permitting fees that are necessary to accommodate the Goodyear Brackish Water (e.g., annual Title
V air permit fees, as applicable); and
4. Amortized large component replacement fees (e.g., Minetek blowers).
Variable Cost: The following are examples of the fees that are variable or proportional to Goodyear Brackish
Water volumes and TDS:
1. Increased chemical costs of PVGS softening/treatment processes associated with the Goodyear
Brackish Water flows and concentrations;
2. Redhawk Costs (e.g., increased water usage costs and excess blowdown pump station and return
line operation and maintenance costs); and
3. Energy consumption associated with the new evaporation and/or water recovery equipment.
(END OF APPENDIX A)
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APPENDIX B – OPERATIONAL REQUIREMENTS
1. Responsibility/Control of Equipment.
APS will maintain sole control of all APS owned valves, APS personnel and contractors, and APS equipment,
land, and rights-of-way.
Goodyear will maintain sole control of all Goodyear owned valves, Goodyear personnel and contractors, and
Goodyear equipment, land, and rights-of-way.
Goodyear shall be responsible for alternate storage/disposal when the WRSS Pipeline is not accepting
Goodyear Brackish Water for reasons including, but not limited to, an outage, equipment issues, or chemistry
changes.
2. Interruptions in Delivery and Notifications.
The WRSS Pipeline and WRF are periodically shut down to perform planned maintenance outages, typically
for 10 to 14 days in April and October. During these periods, Goodyear will be restricted from providing water
to the WRSS Pipeline.
For scheduled outages, APS will provide to Goodyear the dates that APS will not accept Goodyear Brackish
Water deliveries from Goodyear at least two weeks in advance. For all other outages, APS will provide notice
as soon as practicable.
APS will also have the right, at any time, to not accept Goodyear Brackish Water deliveries into the WRSS
Pipeline based on the operational needs of PVGS. APS will provide Goodyear with one month’s notice if
possible, and if not possible, APS will provide notice as soon as practicable.
If APS stops accepting Goodyear Brackish Water deliveries because the water quality does not meet the
standards set forth in the Agreement or applicable law, APS will not resume accepting the deliveries until the
water quality issues have been resolved.
If Goodyear stops delivering Goodyear Brackish Water into the WRSS Pipeline for any reason, they will
provide APS one month’s notice if possible, and if not possible, Goodyear will provide notice as soon as
practicable. For water quality issues, delivery should be suspended as soon as possible.
For planned changes in flows of Goodyear Brackish Water being delivered from Goodyear into the WRSS
Pipeline, with the exception of changes associated with routine system operations, Goodyear will notify APS
as set forth in the Appendices or in the subsequent Operating Procedures provided by APS.
For unplanned changes in water flows being delivered from Goodyear into the WRSS Pipeline, Goodyear
will notify APS as soon as possible.
If unexpected chemistry changes are observed by either Goodyear or PVWR, the identifying Party shall notify
the other Party as soon as possible. If the unexpected change is determined by either Party to have an
unacceptable impact to WRSS Pipeline or PVGS operations, the water source shall be isolated as soon as
AGREEMENT #:
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possible. APS shall notify the on-call Goodyear technician to isolate the system to ensure no damage to the
Goodyear facility.
3. Points of Contact.
The following points of contact are available for each of the Parties for operational coordination, notices of
outages, and testing:
APS, Palo Verde Water Resources
Goodyear
Name: Water Resources Control Room
Phone: 623-393-3007
Alternate: Water Resources
Name: Water Resources Shift Supervisor
Phone: 623-393-3002
Name: Goodyear Water Emergency
Phone: 602-623-5801
Alternate: Wastewater Superintendents
Name: Louie Gomez
Phone: 623-204-9184
Name: Leonard Scheid
Phone: 623-640-3689
4. Flow (Volumes and Control).
The supply of water from Goodyear’s water treatment facilities to the WRSS Pipeline shall not exceed 3.3
mgd. Additional limitations may be placed on flow volumes by APS based on the ability to manage impacts
to the evaporation ponds, equipment issues in the WRSS Pipeline or PVGS, or changes in supplied water
quality (for example, TDS > 9,000 mg/l).
The following equipment will be installed and maintained by APS at Goodyear’s expense:
•
Instantaneous Flow Meters with indication to both Goodyear and PVWR; and
•
Flow totalizers, to be read at approximately 0800 hours on the 1st of each month.
The Parties will accommodate an initial ramp-in of flows to validate system response. Goodyear will begin
delivering Goodyear Brackish Water to the WRSS Pipeline at one point of interconnection at a time in
coordination with APS, and as mutually agreed upon in an implementation plan.
Any future increases will be performed at mutually agreeable increments.
Goodyear will provide an annual flow plan by December 31st of the prior year and then provide one day notice
for planned changes in flow (any time a new reverse osmosis skid is placed in service).
AGREEMENT #:
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5. Water Quality and Sampling.
Appendix E (Sampling and Analysis) provides an initial list of constituents that are required to be monitored
and at what frequency. That Appendix shall be maintained in a Palo Verde operating procedure and may be
revised by APS at APS’s discretion. Any revisions to the operating procedure shall be communicated to
Goodyear prior to implementing the change, along with the basis for the change.
Goodyear shall be responsible for water sampling and analysis, along with communicating results to APS
prior to the 15th day of each month.
TDS shall be between 6,000 mg/l and 9,000 mg/l annual average.
On-line monitoring of certain parameters, as installed per the system design, shall be available for APS
personnel to monitor water flow and quality. If these on-line monitoring system(s) become unavailable, APS
may, at its discretion, request more frequent sampling and analysis by Goodyear.
In the event of an exceedance of one of the listed Constituent Specifications in Appendix E or a determination
of an excessive exceedance of a Target in Appendix E, in APS’s sole discretion, the Parties will work in good
faith to isolate the source, and shall halt deliveries until the impact is resolved, or upon mutual written
agreement of the Parties.
It is a material breach of this Agreement, which could trigger Section 11.1 of the Agreement, if the water
quality exceeds the Constituent Specifications in Appendix E or is determined in excess of an exceedance
of a Target in Appendix E, or if there is an unexpected chemistry change in flows that causes an unacceptable
impact to WRSS Pipeline and PVGS operations.
(END OF APPENDIX B)
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APPENDIX C – CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Confidentiality and Non-Disclosure Agreement
This Confidentiality and Non-Disclosure Agreement (“Agreement”), effective as of the Effective Date of the LONG-
TERM OPERATING AGREEMENT BETWEEN THE CITY OF GOODYEAR AND ARIZONA PUBLIC SERVICE
COMPANY to which this is incorporated as Appendix C, is between Arizona Public Service Company, an Arizona
corporation (“APS”), in its capacity as co-owner and Operating Agent for Palo Verde Generating Station (“PVGS”),
and the City of Goodyear (“Goodyear”). The parties to this Agreement may be referred to individually as a “Party”
and collectively as the “Parties.”
Unless specifically set forth herein, all capitalized terms will have the same definition as provided in the Agreement
Regarding Collaborative Efforts to Accept Municipal Brackish Water into the Water Reclamation Supply System
Pipeline (the “Project Agreement”) to which this Agreement is attached as Attachment B.
The Parties desire to undertake certain business arrangements as described in the Long-Term Operating Agreement
between the City of Goodyear and Arizona Public Service Company in furtherance of mutually beneficial solutions
using existing infrastructure operated by APS that provides APS an alternative source of cooling water for Palo Verde
Generating Station and the Municipality an alternative means for disposing of Goodyear Brackish Water (as defined
in the Long Term Operating Agreement Between the City of Goodyear and Arizona Public Service Company) (the
“Purpose”). In furtherance of the Purpose, the Parties may acquire new or disclose existing confidential, trade secret,
and proprietary information to one another. APS will be disclosing certain confidential and/or proprietary information
relating to this Purpose and APS contractors may gather data related to this Purpose, both at PVGS and at
wastewater treatment facilities owned or controlled by Goodyear (collectively, the “Confidential Information”).
Therefore, in reliance on the commitments and obligations set forth herein, the Parties agree as follows:
1. This Agreement governs Confidential Information disclosed or gathered by the Parties or APS contractors about
the facilities owned or controlled by the Parties, consistent with the Purpose, following the Effective Date and
until this Agreement is terminated through express written mutual consent of all of the Parties to this Agreement.
The Parties may disclose one another’s Confidential Information to the APS contractors in writing, orally, visually,
or in any other manner that is not amenable to writing, and as such is covered by the disclosure restrictions
provided in this Agreement. Confidential Information may also be gathered by the Parties and the APS contractors
through engineering field studies, laboratory analysis, or other measures, and as such is covered by the
disclosure restrictions provided in this Agreement. The information, data, and analyses contained in any
preliminary, draft, or final report, or other results of the Work shall be considered trade secret, proprietary, and
confidential information, and as such shall be considered Confidential Information for the purposes of this
Agreement.
2. No Party will use or disclose to any third party, except by express written authorization from a disclosing Party,
any Confidential Information in any manner except for the Purpose, and will require that its employees and agents
who have access to such Confidential Information maintain such information as strictly confidential subject to the
same restrictions imposed by this Agreement. By way of example, but not limitation, no Party shall be allowed to
use Confidential Information in connection with any patent application, for any commercial purpose, or for the
benefit of any third party. All of the Parties’ obligations regarding any Confidential Information received pursuant
to this Agreement shall survive until such time as this Agreement is terminated through the mutual express written
consent of the Parties to this Agreement.
3. A Party’s obligations under paragraph 2 will not apply if the Party can show, with clear and convincing written
evidence, that the Confidential Information received hereunder:
AGREEMENT #:
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a) was already known to said Party prior to the time of first disclosure pursuant to the Purpose; or
b) at the time of disclosure, the information is in the public domain, or after the date of the disclosure, lawfully
becomes a part of the public domain other than through breach of this Agreement by either Party; or
c) is received in good faith, without any obligation of confidentiality from a third party having a legal right to
disclose the same; or
d) is independently developed by either Party by individuals without otherwise having access to such
Confidential Information.
4. A Party’s obligations under paragraph 2 will not apply under the following circumstances:
a) the Party is subject to Arizona’s public records law and has received a request for public records under
Arizona State Law that would apply to Confidential Information, provided however, the Party in question
promptly notifies the other Party of the request in advance of such disclosure to allow such Party to file for a
protective order with a court of competent jurisdiction. If the Party receiving a request for public records has
not received evidence that a request for a protective order was filed with a court of competent jurisdiction
within 30 days of the date of such notice, the Party that received the public records request shall disclose
only that Confidential Information necessary to comply with said public records request. If a request for a
protective order is filed, the Party will not release the records requested until ordered to do so by the court or
until the case is dismissed; or
b) with regard to disclosure to a legal or regulatory authority, such disclosure is required to be disclosed by
either Party pursuant to a legally enforceable order, law, subpoena, or other regulation (“Order”), provided,
however, that the Party in question promptly notifies the other Party in advance of such disclosure and
discloses only that Confidential Information necessary to comply with said Order.
5. ALL INFORMATION FROM THE PARTIES IS PROVIDED, OR THAT IS GATHERED BY AN APS
CONTRACTOR, “AS IS” AND WITHOUT WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY SORT,
EXPRESSED OR IMPLIED.
6. The Agreement will not be construed to create any obligation on the part of either Party hereto to retain the other
Party’s services or to compensate the other Party in any manner, except as may be set forth by a separate written
agreement duly executed by authorized representatives of the Parties hereto.
7. Any provision regarding confidentiality is limited to the extent necessary to comply with the provisions of Arizona
law. Any provision regarding confidentiality is limited to the extent necessary to comply with Arizona law, subject
to the restrictions in paragraph 4(a) and 4(b) of this Agreement.
8. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof,
and no amendment or modification to this Agreement shall be valid or binding upon the Parties unless made in
writing and signed by each Party, except that in the case of a conflict between this Agreement and the Project
Agreement, the terms of the Project Agreement will govern. This Agreement may be executed in counterparts,
each of which shall be deemed an original. Electronically transmitted and imaged copy signatures will be fully
binding and effective for all purposes.
9. This Agreement shall be effective upon the latest date of execution by both Parties to the Agreement, and shall
expire three years from either the completion of the Work or the completion of any water treatment projects that
result therefrom, if any, whichever is later, unless terminated earlier through mutual written amendment to this
Agreement.
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ARIZONA PUBLIC SERVICE COMPANY
SIGNATURE: ____________________________
NAME: _________________________________
TITLE: _________________________________
CITY OF GOODYEAR
SIGNATURE: ______________________________
Bryan Langley, City Manager
ATTEST City of Goodyear:
APPROVED AS TO FORM:
_________________________________ _______________________________________
Jasmine Pernicano, City Clerk Roric Massey, City Attorney
(END OF APPENDIX C)
AGREEMENT #:
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APPENDIX D – INSURANCE REQUIREMENTS
1. INSURANCE TERM AND COVERAGE.
1.1 Until all obligations under the Agreement are satisfied (unless otherwise stated herein), Municipality will
at its sole expense, provide and maintain the following insurance coverages and limits without exclusion
for liabilities assumed under this Agreement, using forms and insurers acceptable to Company.
Municipality shall make no material adverse alteration to the terms of any insurance required herein
without the prior written approval of Company. If an insurer makes (or purports to make) any such
alteration, Municipality shall notify Company immediately.
2. MANDATORY INSURANCE.
2.1 Municipality will provide:
Commercial General Liability (“CGL”). CGL insurance with limits of $2,000,000 per occurrence and
$6,000,000 aggregate for general liability and products-completed operations and excess liability
coverage for general liability and products and completed operations with limits of $13,000,0000 per
occurrence with a $13,000,000 aggregate. Coverage on an “occurrence” basis using Insurance Services
Office (ISO) Form CG 00 01 or equivalent, including coverage for premises operations, independent
contractors, products-completed operations, personal and advertising injury and contractual liability. The
CGL insurance policy shall not contain any clause or provision that limits third-party actions over claims.
Products-completed operations coverage to be maintained for at least three (3) years past acceptance,
cancellation or termination of the Agreement. Limit may be provided through combination of primary and
excess policies.
3. INSURANCE POLICY PROVISIONS AND CONDITIONS.
3.1 Additional Insured. All the policies required by this Agreement must include Company, Company
Indemnitees and the Participants as additional insureds. For any claims related to the Agreement,
Municipality’s insurance or self-insurance coverage will be the primary insurance and any insurance or
self-insurance carried by Company, any of the Company Indemnitee or the Participants will be excess
and will not contribute. Company will be entitled to coverage consistent with the broadest utilized ISO
coverage endorsements at the time the Agreement is executed, without exception.
3.2 Waiver of Subrogation. Municipality and subcontractors of every tier will waive, and require its insurers to
waive, any and all recovery rights they may have against Company or any Company Indemnitee or the
Participants.
3.3 Separation of Insureds. All policies, except for Workers’ Compensation, Professional Liability/Errors and
Omissions, and Data Protection/Cyber Liability insurance, will apply separately to each insured against
whom claim is made or suit is brought, subject to the policy limit of liability, and will not contain any cross
suits exclusion.
3.4 Self-Insurance and Retentions. Self-insurance and retentions: (1) are the sole responsibility of
Municipality; and (2) must provide Company, Company Indemnitees and the Participants all benefits that
would otherwise be available and provided under an insurance policy, including, but not limited to, the
defense of claims. Upon Company’s request, Municipality will present evidence acceptable to Company
of its ability to be self-insured and the financial ability to respond to stated self-insured retentions related
to the Agreement.
AGREEMENT #:
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3.5 Evidence of Insurance. Company reserves the right to request a certificate of insurance for any insurance
policy required in the Agreement. In the event of a claim, a copy of all policies requested must be provided
to Company within five (5) business days.
3.6 Acceptance of Evidence. In no event does Company’s failure to receive or identify deficiencies in
insurance documentation serve as waiver of Municipality’s obligation to obtain and maintain the required
insurance coverages and limits. Acceptance of documents by Company does not constitute approval or
agreement that the insurance requirements have been met, or that the insurance policies identified in the
certificates are in compliance with the insurance requirements of the Agreement.
3.7 Maintenance of Insurance. Municipality’s failure to provide satisfactory evidence of insurance will be
deemed a material breach of the Agreement. Municipality’s lack of insurance does not negate
Municipality’s obligations under the Agreement. Furthermore, Company may deny access to any Site for
so long as Municipality does not sufficiently prove the existence of the required insurance coverages.
3.8 Claims. Municipality will promptly make a full written report to Company of all accidents or claims for
damage arising from or in connection with: (i) the Agreement or any Order; (ii) the discharge of
Municipality's duties under the Agreement or any Order; or (iii) the presence of Municipality or Municipality
Personnel on Company Property. Municipality will cooperate fully with Company and with any insurance
carrier in the investigation and defense of all such accidents and claims and such obligation will survive
the termination or expiration of the Agreement.
3.9 Notice of Cancellation. Municipality will provide Company with written notice of any cancellation of any
required insurance policies within ten (10) calendar days of receipt of notice from Municipality’s insurance
carrier or broker.
3.10 Provision of Policies. Neither the content of any insurance policy, nor certificate, nor Company's approval
thereof, will relieve Municipality of any of its obligations in the Agreement.
3.11 No Representation. Company does not represent that the coverage types or amounts of insurance
required in this Agreement are adequate to protect Municipality against all potential losses that Municipality
may incur, nor will the types or amounts of insurance be construed to limit, release, or waive any obligations
or liabilities of Municipality to Company or other parties.
(END OF APPENDIX D)
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APPENDIX E – TESTING REQUIREMENTS
To determine the incremental changes to salt concentrations, sludge creation, and to verify no unexpected
changes in water content, Goodyear will comply with the water testing schedule provided below. This testing
schedule includes both monthly and quarterly requirements. The laboratory utilized for analysis will be mutually
agreed to by Goodyear and Company. The laboratory will send a copy of all testing results to both Parties.
Goodyear will be responsible for all sampling and analysis costs.
The method detection limit must be lower than the limit in the tables below. The tables below are subject to
change from time to time, at Company’s sole discretion, based on operational requirements and/or governmental
action. Such changes will become effective within 30 days’ notice and do not require an amendment of this
Agreement to become binding upon the Parties.
The following constituents shall be analyzed monthly, with the sample occurring on the 1st of the month. Should
the 1st fall on a Saturday or Sunday, the samples shall either be taken on the preceding Friday or the following
Monday. Testing results should be received by the 15th of each month to support invoicing by the 30th.
AGREEMENT #:
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Monthly Analysis
The following constituents shall be analyzed monthly, with the sample occurring on the 1st of the month. Should the
1st fall on a Saturday or Sunday, the samples shall either be taken on the preceding Friday or the following Monday.
Testing results should be received by the 15th of each month to support invoicing by the 30th.
CONSTITUENT
UNIT
HISTORICAL
OPERATING
RANGE
SITE 12
HISTORICAL
OPERATING
RANGE
BULLARD
SPECIFICATION
TARGET
Alkalinity (as
CaCO3)
mg/L
130-210
420-775
< 735
Ammonia
mg/L
0
0
< 1.5
Calcium (as
CaCO3)
mg/L
80-240
1,500-3,000
< 4,000
Chloride
mg/L
2,700-3,160
2,200-3,300
< 5,600
< 3,700
Fluoride
mg/L
27-33
2-3
< 33
Magnesium (as
CaCO3)
mg/L
0
1,100-2,200
< 3,000
Nitrate (as N)
mg/L
4-11
40-70
< 100
Phosphate
mg/L
0-1
0-1
< 60
< 10
Potassium
mg/L
17-23
29-34
< 57
pH
pH
7.7-7.9
7.9-8.0
6.0-9.0
7.0-8.5
Silica
mg/L
130-160
110-140
< 360
< 200
Sodium
mg/L
2,000-2,400
1,100-2,100
< 3,000
Sulfate
mg/L
730-940
1,600-3,100
< 6,800
< 4,000
Total Dissolved
Solids
mg/L
5,800-7,000
6,000-9,700
< 9,000
< 7,500
TSS
mg/L
3-8
4-10
< 30
<15
Conductivity
µmhos/cm
10,500-
11,500
10,000-
11,400
< 12,000
Specifications - Those process operating parameters established by regulation, plant design, legal contracts, safety
or to protect plant equipment.
Targets - Those process operating parameters established as a guideline to allow for the optimum plant operations.
These parameters may be exceeded.
AGREEMENT #:
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Quarterly Analysis
The following constituents shall be analyzed quarterly, with the sample occurring on the 1st month of each quarter,
concurrent with the monthly samples. Results should be reported as soon as available, but not later than 45 days
after sampling, and impacts to the invoice will be shown in the next available invoice after receipt.
CONSTITUENT
UNIT
HISTORICAL
OPERATING
RANGE
SITE 12
HISTORICAL
OPERATING
RANGE
BULLARD
SPECIFICATION
TARGET
PFAS
ppt
0
3-8
PFOS
ppt
0
0-11
Antimony
mg/L
0
0
< 0.006
Arsenic
mg/L
0.2-0.4
0.02-0.06
< 0.4
Barium
mg/L
0.2-0.4
0.2-0.5
< 2
Beryllium
mg/L
0
0
< 0.004
Boron
mg/L
1.4-1.7
0-1.3
Cadmium
mg/L
0
0-0.0012
< 0.005
Chloroform
ug/L
0
0-4.3
Chromium
(dissolved)
mg/L
0
0
< 0.1
Chromium
(total)
mg/L
0
0-0.05
< 0.1
Ethylbenzene
mg/L
0
0
Iron
mg/L
0
0
Lead
mg/L
0
0
< 0.05
Mercury
mg/L
0
0
< 0.002
Nickel
mg/L
0
0
< 0.1
Selenium
mg/L
0-0.011
0.01-0.09
< 0.09
Silver
mg/L
0
0
Strontium
mg/L
4.2-6.2
16-20
Thallium
mg/L
0
0
< 0.002
Trihalomethanes
(THMs)
mg/L
0
0-0.0043
< 0.1
Xylene
mg/L
0
0
AGREEMENT #:
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Total
Organic
Carbon (TOC)
mg/L
0-7.3
1-3
< 1,500
APS maintains the right to change the sampling requirements based on any revisions to county, state, or federal
regulations or identification of potentially hazardous constituents not already incorporated into regulations.
If PVGS is expected to be in outage at the time that the sampling is set to occur based on the sections above,
Company will provide notice to Goodyear and Goodyear will conduct the sampling before the outage occurs.
(END OF APPENDIX E)
AGREEMENT #:
Page 27 of 28
APPENDIX F – CHEMICAL COST DETERMINATION METHODOLOGY
Purpose: The following describes the costs and variables associated with chemicals used to treat Brackish Water
influent at PVGS. This methodology is designed for a recovery of costs and not for profit generation. This Appendix
F describes the cost recovery for chemical costs only and does not include other costs that may be applicable.
Inputs: PVGS routinely receives and uses the chemicals listed in Table 1 in the treatment of wastewater effluent
from the 91st Avenue and Tolleson Wastewater Treatment Plants. The costs of each chemical are subject to market
pricing changes and may be adjusted on a real-time basis such that costs are accurately reflected in monthly charges.
This historical use data will serve as the use basis for future calculated costs incurred for the use and treatment of
Brackish Water at the WRF.
Table 1
Calculation Method: A four-year average of chemical volumes was used to determine the average annual use and
cost per each chemical type. This value is shown in the ‘Annual Avg Costs’ column in Table 1. This value is then
divided by the pounds (lbs) of Total Dissolved Solids (TDS) treated by the WRF on an annual basis to determine the
‘Calculated Annual Cost per lbs TDS’ for each chemical type. An influent ‘Profile Weighting Factor’ is also applied to
reflect a more accurate representation of the influent chemical components as they are anticipated from Goodyear
Brackish Water compared to historical influent received at the WRF. Table 2 identifies the Profile Weighting Factor
determinations.
Description
Current PVGS
Cost (2025)
Annual Avg Costs
Calculated
Annual Cost per
lbs TDS
Profile
Weighting
Factor
Profile
Adjusted
Cost per lbs
TDS
Lime
19878
tons $ 413.60 $ 8,221,540.80 $ 0.0365
0.93 $ 0.0339
CO2
2810
tons $ 403.43 $ 1,133,638.30 $ 0.0050
1.06 $ 0.0053
Soda Ash
7745
tons $ 505.07 $ 3,911,767.15 $ 0.0174
1.06 $ 0.0185
Polymer
14319
gal $ 17.05 $ 244,138.95 $ 0.0011
1.00 $ 0.0011
Sulfuric Acid AB
446168
gal $ 2.33 $ 1,039,571.44 $ 0.0046
1.06 $ 0.0049
Sulfuric Acid CT
486860
gal $ 2.34 $ 1,139,252.40 $ 0.0051
1.00 $ 0.0051
Sodium Hypochlorite
7961894
gal $ 0.96 $ 7,643,418.24 $ 0.0339
0.00 $ -
Bio Dispersant
49
bin $ 1,804.00 $ 88,396.00 $ 0.0004
1.00 $ 0.0004
Dispersant
5983
gal $ 16.32 $ 97,642.56 $ 0.0004
1.00 $ 0.0004
Foamtrol
41
bin $ 7,839.00 $ 321,399.00 $ 0.0014
1.00 $ 0.0014
Sum $ 23,840,764.84 $ 0.1057
$ 0.0710
Annual Use (4yr
Average, CY21-24)
AGREEMENT #:
Page 28 of 28
Table 2
Parameter
PVWR Historical Influent
Goodyear RO Reject
Profile
Weighting
Factor
mg/L
Fraction
mg/L
Fraction
Calcium
(mg/L)
185
0.52
1989
0.56
1.063419
Magnesium
(mg/L)
151
0.43
1475
0.41
0.930576
Silica
(mg/L)
18
0.05
115
0.03
This weighting factor is then applied to Lime, CO2, and Soda Ash and summed for a total cost per pound of TDS of
$0.0710/lbs. Sodium Hypochlorite is not anticipated to be impacted by the acceptance of Brackish Water as this
treatment is currently all post water softening and is therefore given a profile weighting factor of 0.0 in Table 1. The
summed ‘Calculated Annual Cost per lbs TDS’ value can then be applied to effectively determine the cost for
chemicals to treat Brackish Water at the WRF from the Goodyear Brackish Water.
Example Calculation: This example calculation assumes the following:
The Brackish Water influent to WRSS pipeline has an average TDS of 7,000 mg/l.
The volume of Brackish Water is 0.8 mgd or 73.7 AF per month.
7,000 𝑝𝑝𝑝𝑝𝑝𝑝 𝑇𝑇𝑇𝑇𝑇𝑇× 2.716 𝑙𝑙𝑙𝑙𝑙𝑙
𝐴𝐴𝐴𝐴
× 73.7 𝐴𝐴𝐴𝐴
𝑚𝑚𝑚𝑚𝑚𝑚𝑚𝑚ℎ× $0.0710
𝑙𝑙𝑙𝑙𝑙𝑙
= $99,484.09 𝑝𝑝𝑝𝑝𝑝𝑝 𝑚𝑚𝑚𝑚𝑚𝑚𝑚𝑚ℎ