Gilbert - Mesa - Chandler IGA SCIF Downstream Impact Study

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INTERGOVERNMENTAL AGREEMENT 
BETWEEN 
THE TOWN OF GILBERT, THE CITY OF MESA, AND THE CITY OF CHANDLER 
FOR THE DOWNSTREAM IMPACT STUDY RELATED TO THE SRP/CAP 
INTERCONNECTION FACILITY 
This Intergovernmental Agreement (“Agreement”) is entered into this    day of _______, 2026, by 
and between the Town of Gilbert, an Arizona municipal corporation, (“Gilbert”), the City of Mesa, 
an Arizona municipal corporation (“Mesa”), and the City of Chandler, an Arizona Municipal 
Corporation (“Chandler”). Gilbert, Mesa, and Chandler are sometimes collectively referred to as 
the “Parties,” and each is referred to as a “Party.” 
 
RECITALS 
 
 
A. Arizona Revised Statutes (“A.R.S.”) §§ 11-951 et seq., provide that public agencies may enter into 
Intergovernmental Agreements for joint or cooperative action. Gilbert, Mesa, and Chandler are 
authorized by A.R.S. §§ 9-240 and 9-511 to provide utility services, including the provision of 
water resources. 
 
B. The Salt River Project (SRP)/Central Arizona Project (CAP) Interconnection Facility (SCIF)                       
project aims to enable SRP water to be pumped into the CAP canal. The Parties are downstream 
water users and wish to evaluate the potential impact of the SCIF project on their infrastructure.  
 
C. The Parties wish to engage a professional consultant, WaterWorks Engineers, to cooperatively 
study the potential effects of the SCIF project to identify new or modified unit processes to meet 
water quality standards under maximum SCIF impact scenarios. To that end, the Parties desire to 
jointly share the costs associated with this study.  
 
D. Because the Parties all own and operate water treatment facilities downstream of the proposed SCIF 
project, the anticipated effects of the project will impact each of the Parties; as such, the cooperation 
between Mesa, Gilbert, and Chandler to jointly complete this study will serve the best interests of 
the public through potential cost savings by reducing duplicative work.  
 
PURPOSE OF THE AGREEMENT 
 
1) The purpose of this Agreement is to allow for cost sharing between the Parties of the WaterWorks 
Engineers study into the downstream effects of the SCIF project (the Study). The scope of this study 
is more specifically described in the attached Exhibit A.  
 
TERMS OF THE AGREEMENT 
 
2) Gilbert Responsibilities: 
 
a) Gilbert shall be the lead agency and have final decision-making authority regarding the Study. 
Gilbert shall assume the lead for the procurement, negotiation, and management needed to complete

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the Study. Gilbert shall cooperate with Mesa and Chandler in effecting this subsection. 
 
b) Upon the execution of the contract by Gilbert with WaterWorks, Gilbert shall calculate the total 
costs of the WaterWorks contract not to exceed $145,840. Throughout the term of the WaterWorks 
contract, Gilbert shall invoice Mesa and Chandler for one-third of the costs reflected in each invoice 
Gilbert receives from WaterWorks. Subject to Section 4, Gilbert shall invoice Mesa and Chandler 
for one-third the cost of any approved change orders that increase the total contract price above the 
not-to-exceed amount.  
 
c) After the execution of the contract and upon request from Mesa or Chandler, Gilbert will provide 
the requesting entity progress updates on the Study within ten (10) calendar days of receipt of such 
request to the extent Gilbert has responsive information in its possession. Mesa and Chandler may 
request such updates no more than once in any thirty (30) day period. 
 
d) Upon receipt of a request from WaterWorks for a meeting related to the Study, Gilbert shall 
promptly notify Mesa and Chandler of such meeting with sufficient advance notice to provide Mesa 
and Chandler an opportunity to attend. Gilbert shall make reasonable efforts to provide such notice 
no later than three (3) business days prior to the scheduled meeting date, or such shorter period as 
circumstances may require.  
 
e) Upon completion of the Study, Gilbert shall provide Mesa and Chandler with copies of any draft 
and final reports it has received from WaterWorks Engineers. Subject to Section 4, Gilbert will also 
provide an invoice for one-third of any remaining costs related to the Study. 
 
3) Responsibilities of Mesa and Chandler: 
 
a) Mesa and Chandler hereby designate Gilbert as the lead agency for procurement, negotiation, and 
management for the Study. 
b) Except as otherwise provided herein, Mesa and Chandler shall return review comments to Gilbert 
on all draft reports within fifteen (15) calendar days of receipt. Mesa and Chandler shall respond 
within five (5) business days to all other requests by Gilbert for information regarding the Study. 
c) Mesa and Chandler shall use reasonable efforts to attend meetings for which they receive notice. 
And upon request from WaterWorks or Gilbert, Mesa and Chandler shall provide any information 
or data within their possession that is necessary for the completion of the Study.  
d) Mesa and Chandler shall remit payment to Gilbert for its share of the costs associated with the 
Study within thirty (30) days of receipt of an invoice issued pursuant to Section 2 above. 
 
4)  Change Orders 
 
a) Following the execution of the contract, Gilbert shall notify Mesa and Chandler of any change order 
requests related to such contract that would increase the total contract amount above the not-to-
exceed amount listed in Section 2(b). Should Mesa or Chandler object to any change order, it shall 
notify Gilbert within five (5) business days of receipt of the change order request. Gilbert shall give 
due consideration to any objection from Mesa or Chandler, but shall retain sole discretion (which 
shall not be exercised unreasonably) to execute any commercially reasonable change order. In the

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event Gilbert approves any change order request(s) over Mesa or Chandler’s timely objections, the 
objecting entity shall not be responsible for the costs associated with such change order request(s) 
to the extent they increase the total cost of the Study more than twenty percent (20%) above the 
not-to-exceed amount listed in Section 2(b) plus any previously-approved change orders. 
 
5) Term 
 
a) The term of this Agreement shall commence on the date it is fully executed (“Effective Date”) 
and shall end upon the earlier of (i) the completion and acceptance by Gilbert of the final report 
produced as a result of the Study, (ii) three (3) years from the Effective Date, or (iii) upon written 
agreement of the Parties; provided, however, any termination of this Agreement shall not 
terminate any then-existing obligation to pay for Study nor shall it terminate the indemnities 
specified in Section 6. Notwithstanding the foregoing, any funding provided for in this Agreement 
is contingent upon being budgeted and appropriated by the Gilbert Town Council, the Mesa City 
Council, and the Chandler City Council in accordance with A.R.S. § 42-17106 for such fiscal 
year. 
 
6) Indemnity: 
 
a) Gilbert hereby agrees that, to the extent permitted by law, Gilbert shall defend, indemnify, and 
hold harmless Mesa and Chandler, their departments, agencies, officers, employees, elected 
officials or agents, (“Mesa & Chandler Indemnitees”) from and against all third party losses, 
damages, claims, and expenses (including court costs, expenses for litigation, and reasonable 
attorney fees), or other liabilities of any kind ("Liability") resulting from or arising out of 
Gilbert’s acts or omissions under this Agreement  (including, without limitation, Liability on 
account of any injury, sickness, disease, or death of any person or damage, destruction, or loss of 
any property), to the extent such Liability is due to the gross negligence or more culpable conduct 
of Gilbert, its officers, employees, elected officials, agents, or anyone under Gilbert's direction 
and control. Nothing herein shall require Gilbert to indemnify or hold harmless the Mesa & 
Chandler Indemnitees for any Liability to the extent caused by the negligent acts or omissions of 
the Mesa & Chandler Indemnitees. 
 
b) Mesa hereby agrees that, to the extent permitted by law, Mesa shall defend, indemnify, and hold 
harmless Gilbert and Chandler, their departments, agencies, officers, employees, elected officials 
or agents, (“Gilbert & Chandler Indemnitees”) from and against all third party losses, damages, 
claims, and expenses (including, without limitation, court costs, expenses for litigation, and 
reasonable attorney fees), or other liabilities of any kind ("Liability") resulting from or arising out 
of Mesa’s acts or omissions under this Agreement  (including, without limitation, Liability on 
account of any injury, sickness, disease, or death of any person or damage, destruction, or loss of 
any property),  to the extent such Liability is due to the gross negligence or more culpable conduct 
of Mesa, its officers, employees, elected officials, agents, or anyone under Mesa's direction and 
control. Nothing herein shall require Mesa to indemnify or hold harmless the Gilbert & Chandler 
Indemnitees for any Liability to the extent caused by the negligent acts or omissions of the Gilbert 
& Chandler Indemnitees. 
 
c) 
Chandler hereby agrees that, to the extent permitted by law, Chandler shall defend, indemnify,

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and hold harmless Gilbert and Mesa, their departments, agencies, officers, employees, elected 
officials or agents, (“Gilbert & Mesa Indemnitees”) from and against all third party losses, 
damages, claims, and expenses (including, without limitation, court costs, expenses for litigation, 
and reasonable attorney fees), or other liabilities of any kind ("Liability") resulting from or arising 
out of Chandler’s acts or omissions under this Agreement  (including, without limitation, Liability 
on account of any injury, sickness, disease, or death of any person or damage, destruction, or loss 
of any property),  to the extent such Liability is due to the gross negligence or more culpable 
conduct of Chandler, its officers, employees, elected officials, agents, or anyone under Chandler's 
direction and control. Nothing herein shall require Chandler to indemnify or hold harmless the 
Gilbert & Mesa Indemnitees for any Liability to the extent caused by the negligent acts or 
omissions of the Gilbert & Mesa Indemnitees. 
 
 
7) General Provisions: 
 
a) This Agreement contains the entire understanding between the Parties with respect to the subjects 
addressed and supersedes all prior negotiations and agreements. 
 
b) This Agreement may be amended only by an instrument in writing signed by authorized 
representatives of the Parties. 
 
c) Nothing in this Agreement shall create a relationship of agency, partnership, or employer-employee 
between Mesa, Gilbert, and Chandler, and it is the intent and desire of the parties that the 
relationship be and be construed as that of independent contracting parties and not as agents, 
partners, joint ventures, joint employers, or a relationship of employer or employee. 
 
d) This Agreement is solely for the benefit of the parties hereto and, except as aforesaid, no provision 
of this Agreement shall be deemed to convert any remedy, claim, or right upon any third party, 
including any current or former employee of Mesa, Gilbert, or Chandler or any participant or 
beneficiary in any benefit plan, program, or arrangement. 
 
e) If any provision of this Agreement shall be held invalid, illegal, or unenforceable, the validity, 
legality, or enforceability of the other provisions of this Agreement shall not be affected thereby, and 
there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision 
as similar as possible to the provision at issue. 
 
f) All notices, requests, instructions, or other documents to be given hereunder to either party shall be 
in writing and shall be deemed to have been duly given when delivered in person or upon 
confirmation of receipt when transmitted by electronic mail or on receipt after dispatch by registered 
or certified mail, postage prepaid, addressed as follows: 
 
 
If to Gilbert: 
 
 
Water Resources Manager  
50 E Civic Center Dr 
Gilbert, AZ 85296 
 
 
 
Email: Lauren.Hixson@gilbertaz.gov

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With a copy to: 
 
Public Works Director 
900 E Juniper Ave 
Gilbert, AZ 85234 
 
 
 
 
 
Email: Jessica.Marlow@gilbertaz.gov 
  
 
If to Mesa: 
 
 
__________________ 
 
 
 
__________________  
 
 
 
__________________ 
 
 
 
Email: ____________ 
 
 
With a copy to: 
 
__________________ 
 
 
 
__________________  
 
 
 
__________________ 
 
 
 
Email: ____________ 
 
 
If to Chandler:  
 
__________________ 
 
 
 
__________________  
 
 
 
__________________ 
 
 
 
Email: ____________ 
 
 
With a copy to:  
 
__________________ 
 
 
 
__________________  
 
 
 
__________________ 
 
 
 
Email: ____________ 
 
g) Attached to this Agreement are copies of appropriate action by ordinance, resolution, or otherwise 
authorizing the respective Parties to enter into this Agreement. 
 
h) This Agreement may be cancelled Pursuant to A.R.S. § 38-511. 
 
 
Signatures are on the following pages

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IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective the 
date first written above. 
 
TOWN OF GILBERT 
 
Approved and Accepted By: 
 
 
 
Date 
Attest: 
 
, Town Clerk 
Date 
APPROVAL OF GILBERT TOWN ATTORNEY 
I hereby state that I have reviewed the proposed Intergovernmental Agreement between the 
Town of Gilbert, the City of Mesa, and the City of Chandler and declare the Agreement to be in 
proper form and within the powers and authority granted to their respective governing bodies under 
the laws of the State of Arizona. 
 
 
Christopher W. Payne, Town Attorney 
Date

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CITY OF MESA 
 
Approved and Accepted By: 
 
 
 
Date 
Attest: 
 
City Clerk 
Date 
 
APPROVAL OF MESA CITY ATTORNEY 
I hereby state that I have reviewed the proposed Intergovernmental Agreement between the 
Town of Gilbert, the City of Mesa, and the City of Chandler and declare the Agreement to be in 
proper form and within the powers and authority granted to their respective governing bodies under 
the laws of the State of Arizona. 
 
 
 
, City Attorney 
 
Date

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CITY OF CHANDLER 
 
Approved and Accepted By: 
 
 
 
Date 
Attest: 
 
City Clerk 
Date 
 
APPROVAL OF CHANDLER CITY ATTORNEY 
I hereby state that I have reviewed the proposed Intergovernmental Agreement between the 
Town of Gilbert, the City of Mesa, and the City of Chandler and declare the Agreement to be in 
proper form and within the powers and authority granted to their respective governing bodies under 
the laws of the State of Arizona. 
 
 
 
, City Attorney 
 
Date