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AGREEMENT TO SHARE COSTS ASSOCIATED WITH SEEKING TO OBTAIN APPROVAL FOR THE OPERATION OF THE FLOOD CONTROL SPACE IN MODIFIED ROOSEVELT DAM UNDER A TEMPORARY DEVIATION TO THE WATER CONTROL PLAN AMONG VARIOUS PARTICIPATING ENTITIES, AND SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT 1. PARTIES: This Agreement to Share Costs Associated with Seeking to Obtain Approval for Operation of the Flood Control Space in Modified Roosevelt Dam Under a Temporary Deviation to the Water Control Plan (“Agreement”), entered into this _ ~~ day of , 2021 is by and among the Arizona cities of Avondale, Chandler, Glendale, Mesa, Peoria, Phoenix, Scottsdale, and Tempe, Town of Gilbert, Roosevelt Water Conservation District, Buckeye Water Conservation and Drainage District, Salt River Pima-Maricopa Indian Community, Roosevelt Irrigation District, and Freeport Minerals Corporation (“Participating Entities”); and the Salt River Project Agricultural Improvement and Power District (“SRP”). SRP and the Participating Entities are referred to collectively as “Parties”. 2. RECITALS: This Agreement is made with regard to the following: 2.1 SRP will propose and seek to obtain approval from the United States Army Corps of Engineers (“Corps of Engineers”) and United States Department of the Interior’s Bureau of Reclamation (“Reclamation”) to authorize SRP to operate the flood control space in Modified Roosevelt Dam (“Flood Control Space”) under a planned deviation (“Temporary Deviation Plan”). 2.2. The Temporary Deviation Plan is expected to allow SRP to extend the required evacuation period for water within the first five (5) feet of the Flood Control Space (“Temporary Deviation Space”) from twenty (20) days to one hundred and twenty (120) days after such water first occupies such space. It is expected that the Temporary Deviation Plan will allow SRP to extend the required evacuation period once a year in a maximum of three (3) years over a five (5) year period. Participating Entities-SRP FCS Cost Share Agreement 2.3 The purpose of this Agreement is to set terms and conditions among the Parties for (1) the estimated costs SRP is expected to incur to seek and obtain approval for the Temporary Deviation Plan, (2) how the costs will be shared among the Parties, and (3) the process for the Participating Entities to pay their cost share. 2.4 SRP executed a reimbursement agreement with Reclamation on May 21, 2020 (“Reclamation-SRP Reimbursement Agreement”) to complete risk assessments and environmental compliance activities necessary to facilitate a federal decision on the Temporary Deviation Plan. The goal at the time of execution of the Reclamation-SRP Reimbursement Agreement was to obtain formal federal approval of the Temporary Deviation Plan by no later than February 2023. 2.5. The Parties have executed a nonbinding term sheet dated May 7, 2021 that, among other things, summarizes the principle terms for agreements (1) to share costs among SRP and the Participating Entities to seek and obtain approval from the Corps of Engineers and Reclamation for the Temporary Deviation Plan, and (2) for SRP to operate the Flood Control Space under the Temporary Deviation Plan (“Participating Entities-SRP Term Sheet” attached hereto as Exhibit A). This Agreement fulfills the intent of the cost share agreement identified in Paragraph 3 of the SRP-Participating Entities Term Sheet. 3. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants herein set forth and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 4. INCORPORATION OF RECITALS: The recitals listed above are hereby incorporated into and expressly made part of this Agreement. 5. DEFINITIONS: The listed terms, when used with initial capitalization, whether in singular or plural, shall have the meaning specified in Exhibit B. Participating Entities-SRP FCS Cost Share Agreement 6. SCOPE: This Agreement is intended to set terms and conditions for (1) the estimated costs SRP is expected to incur to seek and obtain approval for the Temporary Deviation Plan, (2) how the costs will be shared among the Parties, and (3) the process for the Participating Entities to pay their cost share. 7. EFFECTIVE DATE AND TERM OF AGREEMENT: 7.1. This Agreement shall become effective upon the execution by the Parties and shall remain effective until terminated as provided in Subparagraphs 7.2 or 7.3. 7.2. This Agreement will terminate when the both of the following have occurred: (1) the Temporary Deviation Plan is approved by the Corps of Engineers and Reclamation, and (2) when the last funds are transferred from the Participating Entities to SRP as provided in Paragraph 10. 7.3. This Agreement may terminate as provided in this Subparagraph 7.3 in the event the Corps of Engineers and Reclamation make a final determination that they will not approve the Temporary Deviation Plan. In such an event, (1) SRP will meet and confer with the Participating Entities on such determination and whether SRP and the Participating Entities have exhausted their reasonable options to seek approval of the Temporary Deviation Plan, and (2) after such meeting, SRP may terminate this Agreement. In such an event, SRP will provide written notice to the Participating Entities of the termination of this Agreement. The Agreement will terminate on the date SRP sends the written notice of termination under this Subparagraph 7.3. 8. AUTHORIZED REPRESENTATIVES: Within sixty (60) days after execution of this Agreement, each Party shall designate in writing to the other Parties or by electronic mail with read receipt to the other Parties, an Authorized Representative and an alternate to administer this Agreement on behalf of the designating Party. Written notice of a change of an Authorized Representative or alternate shall be provided within (60) days of such change. The alternate shall act only in the absence of the Authorized Representative. Neither the Authorized Representatives nor the alternates shall have authority to amend, modify, or supplement this Agreement. Agreements of the Authorized Representatives pursuant to this Agreement shall be in writing and signed by them. Participating Entities-SRP FCS Cost Share Agreement 10. ESTIMATED COSTS: 9.1 9.2 9.3 SRP estimates it will cost about $1,211,549 for SRP to complete the work necessary to seek and obtain approval and authorization for the Temporary Deviation Plan. These costs include those for environmental and cultural resources compliance, among others. An itemized list of estimated costs is included as Exhibit C. In the event the actual costs referenced in Exhibit C increase above a total of $1,500,000, SRP and the Participating Entities shall meet and confer to discuss whether to incur such increased costs. In the event the actual costs referenced in Exhibit C are below the total estimated cost of $1,211,549, cost savings will be shared among SRP and the Participating Entities in the same proportion as the estimated costs. PAYMENT: 10.1. 10.2. 10.3. 10.4. Each Participating Entity shall pay a share of costs for SRP to complete the work necessary to seek and obtain approval and authorization for the Temporary Deviation Plan. The share of costs for each Participating Entity is based on the percentage of the Temporary Deviation Water that will be apportioned to that Participating Entity. Exhibit D shows the percentage of costs and Temporary Deviation Water allocated to each Participating Entity under the Temporary Deviation Plan that will be incorporated into the temporary operating agreement described in Paragraph 4 of the Participating Entities-SRP Term Sheet. SRP will notify the Participating Entities of unforeseen costs within a reasonable time. Parties will share unforeseen costs based on the apportionment described in Subparagraph 10.1, within the limitations described in Subparagraph 9.2. SRP shall send an invoice to each Participating entity for their cost share within five (5) days after execution of this Agreement, or within five (5) days after SRP notifies the Participating Entities of unforeseen costs as provided in Subparagraph 10.2, and the Participating Entities shall pay such invoices within sixty (60) days after SRP sends such invoices. Any bills not paid when due shall be delinquent and shall bear interest at the Wall Street Journal Prime Rate, on the date the bill was due plus 5% (Wall Street Journal Prime Rate plus 5%) per annum from the date when the bill was due until the bill Participating Entities-SRP FCS Cost Share Agreement 10.5. 10.6. is paid in full (including any accrued interest). In the event the Wall Street Journal no longer publishes the Wall Street Journal Prime Rate, the Authorized Representatives shall select an appropriate substitute. In the event any portion of any bill is disputed, the disputed amount shall be paid under protest when due and shall be accompanied by a written statement indicating the basis for the protest. If the protest is found to be valid, the Participating Entity shall be refunded any overpayment plus interest, accrued at the rate set forth in Subparagraph 10.4, prorated by days from the date payment was credited to the Participating Entity to the date the refund check is mailed. In the event any delinquent amount is not paid by the Participating Entity within sixty (60) days after receipt by the Participating Entity of written notice by SRP to the Participating Entity of the delinquency and the remedies available to SRP under this Agreement if the delinquent amount is not paid, SRP shall have the right, without liability of any kind, to suspend the delivery of Temporary Deviation Water so long as the said amount remains unpaid. Nothing herein shall limit the rights of SRP to use any other available legal remedy to effect collection of said amounts. 11. DISPUTE RESOLUTION; RECORDS INSPECTION; CHOICE OF LAW: 11.1. 11.2 11.3. Any dispute under this Agreement shall first be submitted to the Authorized Representatives for resolution. If the matter cannot be resolved by the Authorized Representatives, any Party may submit the matter to the SRP General Manager and the Party’s chief operating officer. If the matter cannot be resolved by the SRP General Manager and the Party’s chief operating officer, any Party may bring suit upon the matter, provided however, that it is expressly agreed that the venue shall only be in Maricopa County Superior Court or its successor court. In the event a dispute arises wherein the Salt River Pima Maricopa Indian Community is a party then the Parties agree the venue shall be in a court of competent jurisdiction. Upon reasonable request by a Participating Entity, SRP will allow such Participating Entity to inspect the records documenting the costs of seeking the Temporary Deviation Plan. This Agreement shall be governed and construed in accordance with the laws of the State of Arizona and any applicable federal law. Participating Entities-SRP FCS Cost Share Agreement 12. 13. 11.4. In the event of any future dispute or action arising under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs incurred therein, including expert witness fees. 11.5. Pending the resolution of a dispute, the Parties shall proceed, to the extent legally permissible, in a manner consistent with this Agreement, and shall make payments required in accordance with the applicable provisions of this Agreement. Amounts paid by a Party under this Subparagraph 11.4 during the pendency of such dispute shall be subject to refund and adjustment upon a final resolution of any dispute involving an amount due. UNCONTROLLABLE FORCES: No party shall be considered to be in default in the performance of any of its obligations hereunder if failure of performance is due to an uncontrollable force. The term "uncontrollable force” shall mean any cause beyond the control of the party affected, including but not limited to failure of facilities, flood, earthquake, tornado, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, and action or nonaction by or failure to obtain the necessary authorizations or approvals from any governmental agency or authority or the electorate, labor or material shortage, sabotage and restraint by Court order or public authority, which by exercise of due diligence and foresight such party could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Nothing herein shall be construed so as to require either Party to settle any strike or labor dispute in which it is involved. Either party rendered able to fulfill any obligation hereunder by reason of an uncontrollable force shall exercise due diligence to remove such inability. NOTICE; CHANGE OF NAME OR ADDRESS: 13.1. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been received either when delivered or on the fifth business day following mailing, by registered or certified mail, postage prepaid, return receipt requested, whichever is earlier, addressed as set forth below: Participating Entities-SRP FCS Cost Share Agreement 13.1.1. If to SRP: Salt River Project Agricultural Improvement and Power District c/o Corporate Secretary P.O. Box 52025 Phoenix, AZ 85072-2205 with a copy to: General Manager and CEO Salt River Project Agricultural Improvement and Power District P.O. Box 52025 Phoenix, AZ 85072-2205 Participating Entities-SRP FCS Cost Share Agreement 13.1.2. If to the City of Avondale: City of Avondale c/o City Manager 11465 W. Civic Center Drive Avondale, AZ 85323 with a copy to: 13;1.3. If to the City of Chandler: City of Chandler c/o Utility Resource Manager PO Box 4008, M.S. 905 Chandler, AZ 85244-4008 with a copy to: Chandler City Attorney P O Box 4008, MS 602 Chandler, AZ 85225 Participating Entities-SRP FCS Cost Share Agreement 13.1.4. If to the City of Glendale: City of Glendale c/o Water Resource Manager 5850 West Glendale Avenue, Ste. 431 Glendale, AZ 85301 with a copy to: 13.1.5. If to the City of Mesa: City of Mesa c/o Water Resources Department Director PO Box 1466 Mesa, AZ 85211 with a copy to: Participating Entities-SRP FCS Cost Share Agreement 13.1.6. If to the City of Peoria: City of Peoria c/o Water Services Director 8401 W. Monroe Street Peoria, AZ 85345 with a copy to: 13.1.7. If to the City of Phoenix: Water Resources Management Advisor Water Services Department City of Phoenix 200 West Washington Street, 12th Floor Phoenix, Arizona 85003-1611 With a copy to: City Attorney City of Phoenix 200 West Washington Street, 13** Floor Phoenix, Arizona 85003-1611 10 Participating Entities-SRP FCS Cost Share Agreement 13.1.8. If to the City of Scottsdale: 13.1.9. City of Scottsdale — Scottsdale Water c/o Executive Director 9312 N. 94" Street Scottsdale, AZ 85258 with a copy to: If to the City of Tempe: City of Tempe c/o Municipal Utilities Director 31. 5" Street Tempe, AZ 85281 with a copy to: 11 Participating Entities-SRP FCS Cost Share Agreement 13.1.10. If to the Town of the Gilbert: Town of Gilbert c/o Town Manager 50 E. Civic Center Drive Gilbert, AZ 85296 with a copy to: 13.1.11. If to Roosevelt Water Conservation District: Roosevelt Water Conservation District PO Box 100 Higley, AZ 85212 with a copy to: 12 Participating Entities-SRP FCS Cost Share Agreement 13.1.12. If to the Buckeye Water Conservation and Drainage District: Buckeye Water Conservation and Drainage District c/o General Manager 205 Roosevelt Buckeye, AZ 85326 with a copy to: 13.1.13. If to the Salt River Pima-Maricopa Indian Community: Salt River Pima-Maricopa Indian Community: c/o Public Works Director 1005 E. Osborn Road Scottsdale, AZ 85256 13 Participating Entities-SRP FCS Cost Share Agreement 13.1.14. If to the Roosevelt Irrigation District: Roosevelt Irrigation District 103 W. Baseline Road Buckeye, AZ 85326 with a copy to: 13.1,15 . If to Freeport Minerals Corporation: Freeport Minerals Corporation c/o 333 N. Central Avenue Phoenix, AZ 85004 with a copy to: 13.2 Any Party may change the addressee or address to which communications or copies are to be sent by giving notice of such change under Subparagraph 13.1. 14. SEVERABILITY: Should any part of this Agreement be declared, in a final decision by a court or tribunal of competent jurisdiction, to be unconstitutional, invalid, or beyond the authority of either Party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the 14 Participating Entities-SRP FCS Cost Share Agreement 15. 16. 17. 18. 19. remainder of this Agreement, absent the excised portion, can be reasonably interpreted to give effect to the intentions of the Parties. WAIVER: The failure of any Party to insist on any one or more instances upon strict performance of any of the obligations of the other pursuant to this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of the performance of any such obligation or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. BINDING AGREEMENT: All of the provisions of this Agreement shall be binding upon, and inure to the benefit of, the Parties and their heirs, successors and assigns; provided, however, that no Party shall assign its rights and obligations under this Agreement to another entity without the written consent of the other Parties. Such consent to assignment shall not, however, be unreasonably withheld, conditioned, or delayed. NO THIRD-PARTY BENEFICIARIES: This Agreement is solely for the benefit of the Parties and does not create nor shall it be construed to create rights to any third party. No third party may enforce the terms and conditions of this Agreement. NO PARTNERSHIP AND NO JOINT VENTURE: Nothing contained in this Agreement shall be construed as creating a partnership or joint venture between the Parties hereto. The covenants, obligations, and liabilities contained in this Agreement are intended to be several and not joint or collective, and nothing contained herein shall be construed to create an association, joint venture, agency, trust, or partnership, or to impose a trust or partnership covenant, obligation, fiduciary duty, or liability between the Parties. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided herein. AUTHORITY: The undersigned representative of each Party certifies that he or she is fully authorized by the Party whom he or she represents to enter into the terms and conditions of this Agreement and to legally bind the Party to it. 15 Participating Entities-SRP FCS Cost Share Agreement 20. 21. CONFLICT OF INTEREST: Pursuant to A.R.S. § 38-511, a Party who is a political subdivision of the State may cancel this Agreement, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of a Party is, at any time while this Agreement is in effect, an employee of another Party in any capacity, or a consultant to another Party with respect to the subject matter of this Agreement. The cancellation shall be effective when written notice is received unless the notice specifies a later time. ENTIRE AGREEMENT; MODIFICATION; COUNTERPARTS: The terms, covenants and conditions of this Agreement constitute the entire Agreement between the Parties, and no understandings or obligations not herein expressly set forth shall be binding upon them. This Agreement may not be modified or amended in any manner unless in writing and signed by the Parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [signatures on the following pages] 16 Participating Entities-SRP FCS Cost Share Agreement IN WITNESS WHEREOF, this Agreement was executed by the Parties on the date first hereinabove written. Participating Entities-SRP FCS Cost Share Agreement SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT By: Name: David C. Roberts Title: Associate General Manager Water Resources APPROVED AS TO FORM By: Name: Patrick B. Sigl Title: Supervising Attorney, Environment, Land & Water Rights 17 CITY OF AVONDALE By: Name: Title: APPROVED AS TO FORM By: Name: Title: 18 Participating Entities-SRP FCS Cost Share Agreement CITY OF CHANDLER By: Name: Gregg Capps Title: Utility Resource Manager APPROVED AS TO FORM By: Name: Jenny J. Winkler Title: Assistant City Attorney 19 Participating Entities-SRP FCS Cost Share Agreement CITY OF GLENDALE By: Name: Title: APPROVED AS TO FORM By: Name: Title: 20 Participating Entities-SRP FCS Cost Share Agreement