Exhibit B - Intel Reclaimed Water Agreement

City of Chandler — Regular Meeting (2021-04-22)

Extracted text (via ocr_local) 35505 characters

Exhibit “B”

Reclaimed Water Agreement

RECLAIMED WATER AGREEMENT

This Reclaimed Water Agreement (“Agreement”) is entered into effective February 1,
2021 (“Effective Date”), by and between the City of Chandler, an Arizona municipal
corporation (“City”) and Intel Corporation, a Delaware corporation (“Intel”). City and Intel
may be referred to individually in this Agreement as a “Party” or collectively as the “Parties.”

RECITALS

A. Intel owns and operates a semiconductor manufacturing facility located at
4500 S. Dobson Road in the City of Chandler, Arizona.

B. City and Intel are parties to that certain Small Volume Reclaimed Water Use
Agreement dated July 1, 2020 (the “Existing Agreement”), which provides that City will use
its best efforts to deliver Reclaimed Water to Intel in an amount up to an annual average of
2.47 million gallons per day (MGD), plus or minus 20% and with a peak daily volume of no
more than 3.2 MGD. The Existing Agreement is for a one-year term ending at 5:00 p.m. on
June 30, 2021.

Cc. Intel desires to firm City’s commitment to deliver Reclaimed Water under the
Existing Agreement by removing the one-year term.

D. City requires additional infrastructure to firm its commitment to deliver
Reclaimed Water to Intel and to meet any future Intel Reclaimed Water needs.

AGREEMENT

NOW, THERFORE, in consideration of the mutual covenants set forth in this
Agreement, the Parties agree as follows:

1. Definitions. The following definitions apply to this Agreement:

1.1. Costs of Construction. “Costs of Construction” means all direct costs,
fees, or expenses associated with the construction of a specified infrastructure project,
including: design and engineering costs; the cost of any land, easements, rights-of-way or
other real property interests required in connection with the project; broker commissions;
escrow fees and premiums for title insurance (including endorsements); permitting fees
and costs; amounts paid to contractors, subcontractors, and material suppliers; amounts
paid to construction managers and similar personnel; the cost of studies or reports
required in connection with the construction; casualty, “wrap,” and liability insurance; the
cost of any appurtenant facilities and structures; and staging costs.

1.2. Operational Year. “Operational Year’ means a calendar year
commencing January 1 and ending December 31.

1.3. Overage. “Overage” means an increase in the Costs of Construction,
regardless of the cause.

1.4. Planned Canal Outage Schedule. “Planned Canal Outage Schedule”
means the scheduled dry-up or other major maintenance resulting in unavailability of a
canal provided to City by the canal operator.

1.5. Potable Non-Residential Rate. “Potable Non-Residential Rate” means
the then-current rate per gallon that City charges non-residential customers for delivery of
potable water.

1.6. Reclaimed Water. “Reclaimed Water” shall mean water that has been
treated at a City of Chandler wastewater treatment facility for delivery to Intel.

1.7. Reclaimed Water Rate. “Reclaimed Water Rate” means the then-
current per gallon rate that City charges to users of treated effluent under Chandler City
Code Chapter 50.

1.8. Shortage. “Shortage” means any reduction in City’s capacity to deliver
Reclaimed Water, such as unforeseen issues with water quality, a canal dry-up or other
outage, or major scheduled or unscheduled maintenance on City Water Reclamation
Facilities.

1.9. Wastewater. “Wastewater” means water that Intel delivers to any City
of Chandler wastewater treatment facility which satisfies all applicable federal, state and
City pre-treatment standards.

1.10. Water Reclamation Facilities. “Water Reclamation Facilities” means
any infrastructure that City uses or relies upon to deliver Reclaimed Water to Intel under
this Agreement, including, but not limited to, City’s Airport Water Reclamation Facility
(AWRF), City’s Ocotillo Water Reclamation Facility (OWRF), and any other infrastructure or
improvements constructed under this Agreement or any future development agreement
between City and Intel.

2. Phase 1 Improvements. To enable City to firm Reclaimed Water deliveries to
Intel, City and Intel will partner on the construction of a small membrane water treatment
facility at AWRF as set forth below.

2.1. Reclaimed Water Interconnect Facility (RWIF). City has initiated a long-
lead design contract for the design of a small membrane water treatment facility with a
capacity of five MGD for delivery to City’s reclaimed water distribution system and aquifer
storage facilities at Veteran's Oasis Park and Tumbleweed Park (the “Long-Lead Design
Contract”).

2.2. Intel Participation in RWIF. For the benefit of Intel, City will increase
the design capacity of its RWIF from five MGD to ten MGD (the “Phase 1 Improvements”).
The estimated Costs of Construction related to the Phase 1 Improvements is $23.4 million
as set forth in Table A below.

Table A

Work Item Description Est. Cost
Design $ 2,008,560
Equipment (including membranes, large equipment, and 6,000,000
electrical gear)

Construction 13,391,440
Construction Administration and Inspection Services 2,000,000
Total $ 23,400,000

Intel will pay one-half of all Costs of Construction related to completion of the RWIF,
including the Long-Lead Design Contract and any other sunk costs as of the date of this
Agreement (“Intel's Share”). Any Overage will be paid by the Party whose actions cause the
Overage. If the Parties have agreed to the Overage, or if the cause of the Overage is
beyond the control of either Party or reasonably cannot be determined, City and Intel will
each pay one-half of the Overage. Intel's Share will be Public Infrastructure Improvement
Project 4 under the terms of the Public Infrastructure Master Agreement between Intel and
City dated May 24, 2019 (the “Master Agreement”). City will seek reimbursement of 80% of
Intel's Share from the Arizona’ Department of Revenue ("ADOR”) under the terms of the
Master Agreement, and Intel shall reimburse City for 20% of Intel's Share as set forth in
Table B below. Intel agrees that it will pay City for any portion of Intel's Share not
reimbursed by ADOR for any reason.

Table B
($ million)

2.3. Extension of Existing Agreement. City and Intel agree to extend the

term of the Existing Agreement until City completes construction of the RWIF.

2.4. Reclaimed Water Delivery Agreement. Upon completion of the RWIF

and payment in full of Intel's Share, City and Intel will enter into a Reclaimed Water Delivery
Agreement in the form attached as Exhibit “A”.

2.5. Termination of Existing Agreement. Upon execution of the Reclaimed
Water Delivery Agreement, the Existing Agreement shall terminate.

3. Phase 2 Improvements. When Intel determines that its demand will exceed
the volume of Reclaimed Water being delivered under the Reclaimed Water Delivery
Agreement, Intel may initiate Phase 2 Improvements by providing written Notice to City.
City and Intel will enter into a development agreement under A.R.S. § 9-500.05 addressing
the expansion of Intel's manufacturing facilities and the requirements for public
infrastructure associated with that expansion (the “Phase 2 Development Agreement”),
which shall include at least the following:

3.1. Intel Expansion. A description of Intel's planned expansion and a
projection of the economic impacts of same through increased property tax revenues, job
creation, and other economic development.

3.2. Infrastructure. For the purpose of providing necessary supply and
redundancy in the system, design, construction, and financing of a transmission line
capable of delivering up to 11 MGD of Reclaimed Water from AWRF to City’s Ocotillo Water
Reclamation Facility and Intel's Blended Reuse Water Tank, plus any other infrastructure
required to enable City to deliver a total annual average of five MGD of Reclaimed Water to
Intel, including any volumes required for peaking ("Phase 2 Improvements’).

3.3. City’s Delivery Commitment. City will commit to delivering an annual
average of five MGD of Reclaimed Water to Intel upon completion of the Phase 2
Improvements and subject to the terms and conditions set forth in this Section 3.

3.4. Supply/Demand Forecasting. By September 1 of each year, Intel will
provide City with an annual Reclaimed Water use plan and a Wastewater supply plan for
the following Operational Year. On the 15th of every month Intel will provide City with a
Reclaimed Water demand and Wastewater supply forecast for the following month. To
ensure that an adequate volume of reclaimed water is available to serve City’s other
reclaimed water users, Intel's annual Reclaimed Water demand should not exceed the
volume of Wastewater that Intel delivers to City Water Reclamation Facilities. City and Intel
agree to work cooperatively to resolve any operational difficulties experienced by either
Party.

3.5. Priority and Shortage Sharing. City's delivery of an annual average of
five MGD of Reclaimed Water to Intel will be exempt from the provisions of City Code
Section 53-3.1. Shortages will be allocated between Intel and City as follows:

3.5.1. Shortage Lasting Less Than Seven Days. For a Shortage lasting
less than seven days, City will continue to meet deliveries to Intel using other City water

resources.

3.5.2. Shortage Lasting Seven Days or Longer. For a Shortage lasting
seven days or longer, reductions will be shared equally between City and Intel resulting ina

reduced annual average delivery volume for both. City will provide at least 48 hours’ Notice
to Intel prior to reducing the volume of Reclaimed Water delivered to Intel.

3.5.3. Planned Outage. City will share the Planned Canal Outage
Schedule with Intel annually or as revised by the source water entity.

3.5.4. Makeup Water. Any reduction in annual average delivery
volume may be addressed during the remaining months of the Operational Year by
adjusting monthly flows to make up the reduced volume up to an annual average volume
of five MGD at the Reclaimed Water Rate.

3.6. Additional Water. Intel may purchase an annual average volume of
more than five MGD of Reclaimed Water, if available and with the prior approval of City’s
Director of Public Works & Utilities, at City's then-current Potable Water Non-Residential
Rate, to be reconciled annually and billed separately as the difference between the Potable
Non-Residential Rate and the Reclaimed Water Rate previously paid through the monthly
billing process.

3.7. Limitation on Use. Intel shall limit its use of Reclaimed Water
delivered by City to industrial cooling purposes only.

3.8. Termination of Reclaimed Water Delivery Agreement. Upon
completion of the Phase 2 Improvements, the Reclaimed Water Delivery Agreement shall
terminate and the Parties shall operate according to the terms and conditions of the Phase
2 Development Agreement.

4, Ownership of Improvements. City shall own, operate, and maintain all Phase
1 and Phase 2 Improvements completed under this Agreement and any future
development agreement between City and Intel.

5. Title 34 Compliance. City shall design and construct all Phase 1 and Phase 2
Improvements in compliance with the requirements of Arizona Revised Statutes Title 34,

6. Additional Terms and Conditions.

6.1. Notice. Except as otherwise required by law, any notice, demand or
other communication required to be given by this Agreement (each, a “Notice”) shall be in
writing and shall be given by (i) personal delivery; (ii) by certified or registered United States
Mail, return receipt requested or by United States Priority Mail; or (iii) by any nationally
recognized express or overnight delivery service (e.g., Federal Express or UPS), with all
postage and other delivery charges prepaid and addressed to the Parties at their respective

addresses set forth below, or at such other address as a Party may designate in writing
pursuant to the terms of this paragraph:

To Intel: Corporate Services Ocotillo Site Manager
4500 S. Dobson Rd.
Chandler, AZ 85248
OC4-009
(480) 432-8230

With copy to: Director Global Utilities & Infrastructure
4500 S. Dobson Rd.
Chandler, AZ 85248
OC2-137
(480) 715-0999

To City: Public Works & Utilities Director
City of Chandler
215 E. Buffalo St., Suite 202
Chandler, AZ 85225
(480) 782-3590

With copy to: Chandler City Attorney
175 S. Arizona Avenue, 2nd Floor
Chandler, AZ 85225
(480) 782-4640

6.2. Effective Date of Notices. Regardless of delivery method, any Notice
will be deemed effective upon actual delivery or refusal to accept delivery by the
addressee. Notwithstanding the foregoing, no payment shall be deemed to be made until
actually received in good and available funds by the intended payee. The Parties hereby
acknowledge and agree that any Notice transmitted solely by facsimile or by electronic mail
shall be deemed ineffective.

6.3. Cooperation; Further Acts. The Parties agree to cooperate with each
other consistent with this Agreement, as reasonably necessary to facilitate the design and
construction of the RWIF and the infrastructure associated with future expansion of Intel's
operations in accordance with the terms of this Agreement. In furtherance of the
foregoing, each of the Parties hereto shall execute and deliver all such documents and
perform all such acts as reasonably necessary, from time to time, to carry out the matters
contemplated by this Agreement.

6.4. Default. Subject to the limitations set forth in this Agreement, in the
event of a default by a Party of the terms of this Agreement, the non-defaulting Party shall
have all remedies available to it at law or in equity, including, without limitation, specific

performance of any obligation created under this Agreement and the issuance of an
injunction; provided, however, each Party waives any right to seek recovery of, or recover,
any special, consequential, punitive, or other monetary damages of any kind, other than
actual damages.

6.5. Venue: Attorneys’ Fees. Any legal actions instituted pursuant to this
Agreement must be filed in the County of Maricopa, State of Arizona, or in the Federal
District Court in the District of Arizona. In any legal action, the prevailing party in such
action will be entitled to reimbursement by the other Party for all reasonable costs and
expenses of such action, including reasonable attorneys’ fees as may be fixed by the court.

6.6. Conflicts of Interest. No member, official or employee of the City may
have any direct or indirect interest in this Agreement, nor participate in any decision
relating to the Agreement which is prohibited by law. All Parties hereto acknowledge that
this Agreement is subject to cancellation pursuant to the provisions of Arizona Revised
Statutes § 38-511.

6.7. No Partnership; Third Parties. It is not intended by this Agreement to,
and nothing contained in this Agreement shall, create any owner-contractor, contractor-
contractor, employer-employee, partnership, or joint venture relationship between or
among any or all of the Parties hereto. No term or provision of this Agreement is intended
to, or shall, be for the benefit of any person, firm, organization or corporation not a party
hereto, and no such other person, firm, organization or corporation shall have any right or
cause of action hereunder.

6.8. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties hereto pertaining to the subject matter hereof. All prior and
contemporaneous agreements, representations and understandings of the Parties, oral or
written, are hereby superseded and merged herein. No change or addition is to be made to
this Agreement except by written amendment executed by the Parties hereto.

6.9. Governing Law. This Agreement is entered into in Arizona and shall be
construed and interpreted under the laws of the State of Arizona.

6.10. Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be valid under applicable law, but if any provision
of this Agreement shall be conclusively determined to be invalid or unenforceable to any
extent, such provision shall be ineffective to the extent of such invalidation or
unenforceability, but such determination shall not invalidate the remainder of such
provision or the remaining provisions of this Agreement.

6.11. Calculation of Days. As used herein, the term “business day” shall
mean a day that is not a Saturday, Sunday or legal holiday in the State of Arizona. If the last
day of any time period stated in this Agreement or the date on which any obligation to be

performed under this Agreement shall fall on a Saturday, Sunday or legal holiday in the
State of Arizona, then the duration of such time period or the date of performance, as
applicable, shall be extended so that it shall end on the next succeeding day which is not a
Saturday, Sunday or legal holiday in the State of Arizona.

6.12. Counterparts. 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. The signature pages from one or more
counterparts may be removed from such counterparts and such signature pages all
attached to a single instrument so that the signatures of all Parties may be physically
attached to a single document.

6.13. Recitals; Exhibits. The Recitals of this Agreement are incorporated
herein by reference and form a part of this Agreement. The Parties agree that all
references to this Agreement include all Exhibits designated in and attached to this
Agreement, such Exhibits being incorporated into and made an integral part of this
Agreement for all purposes.

6.14. Time of Essence. Time is of the essence of this Agreement and each
provision of this Agreement.

6.15. Warranty Against Payment of Consideration for Agreement. Intel
warrants that it has not paid or given, and will not pay or give, any third person any money
or other consideration for obtaining this Agreement, other than normal costs of conducting
business and costs of professional services such as architects, consultants, engineers, and
attorneys.

6.16. Non-liability of City Officials and Employees. No member, official or
employee of the City will be personally liable to Intel, or any successor in interest, in the
event of any default or breach by the City or for any amount which may become due to
Intel or its successor, or on any obligation under the terms of this Agreement.

6.17. Authority to Execute, The person signing this Agreement on behalf of
Intel represents and warrants that they have the necessary authorization to enter into this
Agreement on behalf of the corporation and to bind the corporation to the terms and
conditions of this Agreement.

6.18. No Waiver. Except as otherwise expressly provided in this Agreement,
any failure or delay by any Party in asserting any of its rights or remedies as to any default,
will not operate as a waiver of any default, or of any such rights or remedies, or deprive any
such Party of its right to institute and maintain any actions or proceedings which it may
deem necessary to protect, assert, or enforce any such rights or remedies, including but
not limited to rights and remedies existing at common law.

6.19. Captions. The captions contained in this Agreement are merely a
reference and are not to be used to construe or limit the text.

6.20. Governing Statutes. References are made in this Agreement to
specific sections of the Arizona Revised Statutes. Any such references mean the statute in
effect on the date of the execution of this Agreement and any subsequent renumbering or
reordering of those provisions.

6.21. No Israel Boycott. By entering into this contract, Developer certifies
that Developer is not currently engaged in, and agrees for the duration of the contract to

not engage in, a boycott of Israel.

[Signatures on following page.]

IN WITNESS WHEREOF, City has caused this Agreement to be duly executed in its
name and on its behalf by its Mayor and its seal to be hereunder duly affixed and attested
by its City Clerk, and Developer has signed the same, on or as of the day and year first
above written.

CITY OF CHANDLER, an Arizona municipal
ATTEST: corporation

City Clerk Mayor
APPROVED AS TO FORM:

Cw)
Assistant City Attorney |
INTEL CORPORATION, a Delaware
corporation
‘ ! Weep Ul es MMNOC LK.
STATE OF ARIZONA )
)ss.
County of Maricopa ) _ |
Subscribed and sworn to before me this _L day of Febrdary-2021, by
Sharon Anderson , in his or her capacity as as Regional Vili uS of
Intel Corporation, a Delaware corporation. Manager

K nti vel ae

Notary Public
My Commission Expires: December |4 2024

KRISTEN GRANADO
Notary Public - Arizona
ao 1g MARICOPA COUNTY
</ _ Commission #595768
Expires December 14, 2024

EXHIBIT “A”
Reclaimed Water Delivery Agreement

When recorded mail to:

City Clerk

City of Chandler

P. O. Box 4008, Mail Stop 606
Chandler, AZ 85244-4008

RECLAIMED WATER DELIVERY AGREEMENT

This Reclaimed Water Delivery Agreement (“Agreement”) is entered into effective
20__, by and between Intel Corporation, a Delaware corporation
(“User”), and the City of Chandler, an Arizona municipal corporation (‘City’).

WHEREAS, the Arizona Department of Environmental Quality (ADEQ) has issued
Aquifer Protection Permit Nos. P-10317, P-103145, P-100140 and P-105338
classifying City's water reclamation facilities as producing At reclaimed water and
allowing reclaimed water from these facilities to be distributed and utilized for any
applicable Class A+ use pursuant to a reuse permit issued under Arizona
Administrative Code (AAC) Title 18, Chapter 9, Articles 5 and 7; and

WHEREAS, User intends to operate an onsite private reclaimed water system and
has read and understands the provisions of Chapter 53 of the Chandler City Code
and applicable state, county, and local statutes, ordinances, standards, rules, and
regulations associated with the use of reclaimed water.

NOW THEREFORE, in consideration of the mutual promises set forth in this
Agreement, City hereby agrees to sell and User hereby agrees to purchase
reclaimed water under the following terms and conditions:

Ts COMMODITY RATE. The rate to be paid by User for reclaimed water
delivered by City shall be the then-applicable rate set forth in Chapter 50 of
the Chandler City Code.

2. QUALITY STANDARDS. The reclaimed water delivered to User shall meet or
exceed state standards established for open access landscape irrigation
under AAC Title 18, Chapter 11, Article 3, Table A. User shall not be obligated
to accept reclaimed water that does not meet this standard.

Rev. 8/11/2020 (JW)

10.

PLACE OF USE. Reclaimed water delivered under this Agreement shall be
stored and used only on the property legally described in the attached
Exhibit A (“Place of Use”).

POINT(S) OF DELIVERY. City shall deliver the reclaimed water at the point(s)
identified on the attached Exhibit B (“Point(s) of Delivery’).

METERING. User shall install 1 meter(s) to record the quantity of reclaimed
water delivered to the Place of Use.

CONTROL BOX. User shall place a diagram in each control box identifying
the areas served by each sprinkler circuit. User shall seal the diagram in
plastic and store it securely in the control box.

USE. The reclaimed water delivered under this Agreement shall be used
solely for industrial cooling. No other use of the reclaimed water is
contemplated or allowed under this Agreement.

QUANTITY. City agrees to use its best efforts to deliver to User up to an
annual average of 2.47 million gallons per day (MGD), plus or minus 20%, up
to a maximum of 3.2 MGD in any 24-hour period. However, nothing in this
Agreement obligates City to deliver reclaimed water in uniformly equal daily
or monthly quantities, and City does not guarantee that any quantity of
reclaimed water will be available for delivery in any given year throughout
the term of this Agreement. Notwithstanding the foregoing, the daily
reclaimed water amount delivered to User in any 24-hour period may exceed
3.2 MGD if additional reclaimed water is available for delivery to User as
determined by the Director of Public Works & Utilities.

PERMIT REQUIRED. No reclaimed water will be delivered under this
Agreement unless and until ADEQ issues User a valid reuse permit under
AAC Title 18, Chapter 9, Articles 5 and 7.

RECLAIMED WATER DELIVERY SCHEDULE. _ If reclaimed water infrastructure
is currently available to deliver reclaimed water to the Place of Use, User
shall, within 90 days of execution of this Agreement, submit a written
schedule to the City estimating User's reclaimed water requirements by
month and the date reclaimed water deliveries are to commence. The
schedule should show the expected reclaimed water requirements for each
month. Within 30 days of receipt of such schedule, the City shall develop a
reclaimed water delivery schedule which estimates the monthly quantities of
reclaimed water available for User and sets the time of the day and the days
of the week when User may take the reclaimed water.

11.

12.

13.

If at the time of executing this Agreement reclaimed water infrastructure is
not available to deliver reclaimed water to the Place of Use, User must have
an alternative source of water to irrigate until such infrastructure is available
and, within 90 days after such infrastructure becomes available, User shall
submit a written schedule to the City estimating User's reclaimed water
requirements by month and setting forth the date when reclaimed water
deliveries should commence. Within 30 days of receipt of such schedule, City
shall develop a reclaimed water delivery schedule which estimates the
monthly quantities of reclaimed water available for User and sets the time of
the day and the days of the week when User may take the reclaimed water.

For each subsequent year after reclaimed water deliveries commence, User
shall submit on or before October 1, a written schedule to City estimating
User's reclaimed water requirements for each month of the following year.
On or before December 31, City shall develop a reclaimed water delivery
schedule which estimates the monthly quantities of reclaimed water
available for User and sets the time of the day and the days of the week
when User may take the reclaimed water.

User shall notify City of any revisions to User's monthly delivery schedule.
User's delivery schedule may be adjusted by City or at the request of User.
However, nothing in this Agreement obligates City to deliver reclaimed water
in uniformly equal daily or monthly quantities or to increase the reclaimed
water to be delivered.

SHORTAGE OF RECLAIMED WATER. In the event that there is insufficient
reclaimed water available to meet the demand of all entities using reclaimed
water, a reduction in reclaimed water deliveries to User may be made in
accordance with Chapter 53 of the Chandler City Code.

OPERATION OF THE TURNOUT. It shall be the responsibility of User to
operate User's turnout and other infrastructure in accordance with the
delivery schedule developed under Paragraph 10 of this Agreement, to
accept deliveries of reclaimed water in the quantities set forth in City’s
delivery schedule developed under Paragraph 10 of this Agreement, and to
properly manage and use the reclaimed water after delivery.

ROUTINE MAINTENANCE. User shall periodically check and maintain the
valves, controllers, sprinklers, and other equipment necessary for the
delivery of reclaimed water and shall maintain a written record of the
maintenance. All maintenance records shall be kept at the Place of Use for at
least three years and shall be available for inspection by City during normal
business hours.

14.

15.

16.

17.

18.

19.

COSTS TO USER. Any costs arising out of the use of reclaimed water by User
or for the maintenance or operation of the reclaimed water delivery system
downstream of the Delivery Point(s) shall be the sole responsibility of User.

COMPLIANCE WITH REGULATIONS. User agrees to, at its sole cost, comply
with Chapter 53 of the Chandler City Code and all state, federal, and local
statutes, ordinances, regulations, rules, and standards, as now exist, and are
later lawfully enacted, relating to the use of reclaimed water. Such statutes,
ordinances, regulations, rules, and standards include, but are not limited to,
requirements and restrictions governing use of the reclaimed water, contact
with employees, guests, members of the public, and adjoining properties,
control of access to the reclaimed water and to the delivery system, and
posting of warning signs on the delivery system and the area of storage and
use.

TERM. Unless renewed under this Paragraph or terminated early under
Paragraph 21, this Agreement shall terminate on the expiration or
termination of User's reuse permit. This Agreement shall be automatically
renewed if User's reuse permit is renewed by ADEQ, without substantive
changes, prior to the expiration of the permit. If ADEQ makes any
substantive changes to User's reuse permit or fails to renew such permit
prior to the expiration of the permit, this Agreement shall terminate and a
new agreement between City and User shall be required. If User has not
obtained a reuse permit at the time of executing this Agreement because
reclaimed water infrastructure is not yet available to deliver reclaimed water
to the Place of Use, the term of this Agreement automatically shall be
modified to reflect the term of User's reuse permit when issued.

RESALE OF RECLAIMED WATER; FURTHER REUSE. User shall not resell
reclaimed water delivered under this Agreement or allow any other person
to use the reclaimed water unless approved in writing by the Public Works
Director.

AGREEMENT RUNS WITH THE LAND. This Agreement shall run with the land
and shall be binding upon, and inure to the benefit of, User's successors and
assigns.

INSPECTION. User acknowledges and agrees that city, state, county or other
agency with jurisdiction may inspect the premises being served reclaimed
water at reasonable times.

User specifically acknowledges that it has the responsibility to inform, notify,
and/or request inspection and approvals from various agencies, including

20.

21.

22.

23.

24.

City, MCDES, and ADEQ for certain activities relating to the construction,
maintenance, and operation of its private reclaimed water system, including,
but not necessarily limited to, materials, construction, facility testing,
violations, and emergency situations.

SUSPENSION OF RECLAIMED WATER DELIVERIES. City may suspend
reclaimed water deliveries in accordance with Chapter 53 of the Chandler
City Code if User is not in compliance with that chapter or any other
applicable federal, state, county, or local law. City will resume reclaimed
water deliveries only after compliance is re-established.

TERMINATION. City may terminate this Agreement in accordance with
Chapter 53 of the Chandler City Code if User breaches any provision of this
Agreement or fails to comply with any applicable federal, state, county, or
local law.

INDEMNIFICATION. City is responsible for the treatment and transportation
of reclaimed water only upstream of the Point(s) of Delivery. User shall and
does hereby agree to indemnify, defend, and hold harmless the City, its
officers, agents, and employees from and against all claims, losses, fines, and
damages arising out of or connected with the reclaimed water from the
Point(s) of Delivery and downstream of the Point(s) of Delivery.

EXCUSABLE NON-PERFORMANCE. In the event of an Act of God, natural
catastrophe, war, civil insurrection, accidents, acts of governmental or judicial
bodies other than City, or any unexpected occurrences beyond the control of
either Party which shall materially interfere with the ability of City to deliver
reclaimed water, or the ability of User to accept, transmit, or distribute
reclaimed water, the failure of either Party to perform its obligations under
this Agreement shall be excused for as long as the condition interfering with
performance continues. The maintenance and operation of City’s sewage
system and of the AWRF shall be solely within the discretion of City; and in
the event that City discontinues operation of the AWRF, all obligations of
either Party to perform shall cease without prejudice to any claimed or
asserted rights of either.

ATTORNEYS’ FEES. Should litigation be necessary to enforce any term or
provision of this Agreement, or to collect any damages claimed or amount
payable under this Agreement, then all reasonable litigation expenses,
witness fees, court costs, and attorneys’ fees shall be awarded to the
prevailing party. Nothing herein shall preclude the Parties from agreeing to
resolve disputes through non-binding arbitration or any other alternative
dispute resolution.

25.

26.

24s

28.

31.

ENTIRE AGREEMENT. Unless expressly stated otherwise, this Agreement
constitutes the complete and entire Agreement between the Parties.

USER REPRESENTATIONS. User represents and warrants that its execution,
delivery, and performance of this Agreement are duly authorized.

CITY REPRESENTATIONS. City represents and warrants that its execution,
delivery, and performance of this Agreement has been duly authorized and
entered into in compliance with the Chandler City Code.

NOTICES. Unless expressly stated otherwise, all notices, demands, or other
communications relating to this Agreement shall be in writing and shall be
deemed to have been duly delivered upon personal delivery or as of the fifth
business day after mailing by United States certified mail, postage prepaid,
return receipt requested, addressed as follows:

To User: Sharon W. Anderson, Utilities Purchasing Manager
Intel Corporation
4500 S. Dobson Rd. OC2-137
Chandler, Arizona 85248

To City: Utility Operations Manager
Public Works & Utilities Department
City of Chandler
PO Box 4008, MS 905
Chandler, Arizona 85244-4008

The address for notice under this Agreement may be changed by written
notice in compliance with this Section.

AMENDMENTS. Amendments to this Agreement must be in writing and
signed by both Parties.

GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Arizona. This Agreement is made and entered
into in Maricopa County.

WAIVER. No waiver by either Party of a breach of any of the terms,
covenants, or conditions of this Agreement shall be construed as waiving any
succeeding or preceding breach of the same or any other term, covenant, or
condition.

32. SEVERABILITY. In the event that a court declares any portion of this
Agreement void for any reason, the remaining portions of this Agreement
shall remain in effect to the fullest extent permissible by law.

33. | CONFLICT OF INTEREST. This Agreement is subject to cancellation for a
conflict of interest under A.R.S. 8 38-511.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the
date set forth above.

Intel Corporation, a Delaware
corporation

[name]
[title]

CITY OF CHANDLER, an Arizona municipal
ATTEST: corporation

By By
City Clerk Director of Public Works & Utilities

APPROVED AS TO FORM:

(Asst.) City Attorney