Resolution No. 5533 and Agreement

RESOLUTION NO. 5533

AUTHORIZING THE CITY OF CHANDLER TO ENTER INTO AN
AGREEMENT TO SHARE COSTS FOR THE FEASIBILITY STUDY OF
BARTLETT DAM MODIFICATION ALTERNATIVES AMONG VARIOUS
PARTICIPATING ENTITIES AND SALT RIVER AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT IN THE AMOUNT OF $400,000.

WHEREAS, the City of Chandler receives a portion of its water supply from the Salt River
Federal Reclamation Project (the “Project”), which includes Bartlett and Horseshoe reservoirs on
the Verde River (the “Verde Reservoirs”); and

WHEREAS, the Salt River Agricultural Improvement District (Salt River Project or “SRP”)
operates the Project under an agreement with the United States Department of the Interior’s
Bureau of Reclamation (“Reclamation”); and

WHEREAS, Reclamation and SRP conducted a Verde Reservoirs Sediment Mitigation Study to
investigate options to restore capacity lost in the Verde Reservoirs due to sediment
accumulation; and

WHEREAS, Reclamation has issued a report recommending that it initiate a feasibility study to
determine the technical, environmental, economic, and financial feasibility of implementing
modifications to Bartlett Dam; and

WHEREAS, if implemented, the proposed modifications to Bartlett Dam may benefit Chandler
and other entities utilizing water from the Project by improving management of the water
supplies of the Verde River, reducing reliance on groundwater, and improving central Arizona’s
ability to manage extended droughts and shortages created by climate change impacts on the
Colorado, Salt, and Verde River watersheds; and

WHEREAS, Chandler, along with the cities of Phoenix, Avondale, Buckeye, El Mirage,
Glendale, Goodyear, Mesa, Peoria, Scottsdale, Surprise, Tempe, the Towns of Gilbert and Queen
Creek, Arizona Water Company, EPCOR USA, Inc., Apache Junction Water District, Buckeye
Water Conservation and Drainage District, Central Arizona Groundwater Replenishment
District, Roosevelt Water Conservation District, and the Fort McDowell Yavapai Nation (the
“Participating Entities”) has been asked to enter into a cost sharing agreement with SRP to cover
the estimated $5 million nonfederal cost share for the feasibility study; and

WHEREAS, Chandler’s share of the cost of the study would be $100,000 per year for four years,
which may enable:Chandler to benefit from any modifications to Bartlett Dam that are
implemented after the study.

NOW, THEREFORE; BE IT RESOLVED by the City Council of the City of Chandler, Arizona,
as follows:

Resolution No. 5533
Page 2

Section 1. The City of Chandler is authorized to enter into the Agreement to Share Costs for
the Feasibility Study of Bartlett Dam Modification Alternatives Among Various
Participating Entities and Salt River Agricultural Improvement and Power District
in the form attached hereto as Exhibit “A” (the “Agreement”).

Section 2. The Mayor is authorized to sign this Resolution directing the Director of Public
Works & Utilities to execute the Agreement on behalf of the City of Chandler.

PASSED AND ADOPTED by the City Council of Chandler, Arizona, this day of
December, 2021.

ATTEST:

CITY CLERK MAYOR

CERTIFICATION

I HEREBY CERTIFY that the above and foregoing Resolution No. 5533 was duly passed and
adopted by the Chandler City Council at a regular meeting held on the day of December,
2021, at which a quorum was present.

CITY CLERK

APPROVED AS TO FORM:

CITY ATTORNEY V

Exhibit “A”

Agreement to Share Costs for the Feasibility Study of Bartlett Dam Modification Alternatives
Among Various Participating Entities and
Salt River Agricultural Improvement and Power District

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AGREEMENT TO SHARE COSTS FOR THE FEASIBILITY STUDY OF BARTLETT DAM

MODIFICATION ALTERNATIVES
AMONG COST-SHARE PARTNERS
AND

SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT

PARTIES:

This Agreement to Share Costs for the Feasibility Study of Bartlett Dam Modification
Alternatives (“Agreement”), entered into this day of _, 2021 is by and
among those entities listed in Exhibit A (“Cost-Share Partners”) and the Salt River Project
Agricultural Improvement and Power District (“SRP”). SRP and the Cost-Share Partners
are referred to collectively as “Parties” and individually as “Party”.

RECITALS:

This Agreement is made with regard to the following:

2.1.

2.2.

2.3.

The Salt River Valley Water Users’ Association (“Association”) and Salt River
Project Agricultural Improvement and Power District (“District”) operate the Salt
River Federal Reclamation Project, including Bartlett and Horseshoe reservoirs on
Verde River, and have rights to storage of waters of the Verde River. The City of
Phoenix has a stored water right resulting from construction of spillway gates at
Horseshoe Dam. As of 2012, SRP estimates that Horseshoe Reservoir had lost
45,749 AF of conservation capacity to sedimentation that is shared between the
Association and District and the City of Phoenix.

The United States Department of the Interior’s Bureau of Reclamation
(“Reclamation”), in partnership with SRP, conducted the Verde Reservoirs
Sediment Mitigation Study to investigate options to restore capacity lost in SRP’s
Verde River reservoirs due to sediment accumulation, which impacts critical water
supplies for central Arizona.

Reclamation issued a draft Verde Reservoirs Sediment Mitigation Study Appraisal
Report (“Draft Appraisal Report”) in May 2021 recommending that Reclamation:

2.3.1. Seek/confirm authority to initiate a feasibility study to determine the
technical, environmental, economic, and financial feasibility of
implementing one of two Bartlett Dam modification alternatives to enable

MBD Feasibility Study Cost-Share Agreement 1

central Arizona to adapt water management to changing climate
conditions (“Bartlett Dam Modification Feasibility Study”);

2.3.2. Address topics identified in the Verde Reservoirs Sediment Mitigation
Study during the feasibility study process; and

2.3.3. Develop cost-share agreements between Reclamation and potential
beneficiaries for completing the Bartlett Dam Modification Feasibility
Study.

2.4. The Parties support Reclamation’s recommendations in the Draft Appraisal Report |
and the initiation of the Bartlett Dam Modification Feasibility Study to further
evaluate alternatives for modification of Bartlett Dam to improve management of
water supplies of the Verde River, reduce reliance on groundwater, and help
position central Arizona to manage extended droughts and shortages created by
climate change impacts on the Colorado, Salt, and Verde River watersheds.

2.5. SRP and various participating entities signed a memorandum of understanding
(“SRP-Participating Entities MOU”) attached hereto as Exhibit B to describe the
cooperative efforts and roles and responsibilities of those parties related to
supporting Reclamation in completing the Bartlett Dam Modification Feasibility
Study including the development and execution of a cost-share agreement and
the formation of a steering committee (“Steering Committee,” as described in
Paragraph 10) to provide timely and effective feedback and guidance to support
Reclamation in achieving the milestones necessary to complete the Bartlett Dam
Modification Feasibility Study. This Agreement is the cost-share agreement
described in Paragraph 5 of the MOU.

2.6. SRP and the Fort McDowell Yavapai Nation signed a memorandum of
understanding (“SRP-FMYN MOU”) attached hereto as Exhibit C to describe the |
cooperative efforts and roles and responsibilities of SRP and the Fort McDowell |
Yavapai Nation related to supporting Reclamation in completing the Bartlett Dam i
Modification Feasibility Study including the development and execution of a cost-
share agreement and participation in the Steering Committee to provide timely
and effective feedback and guidance to support Reclamation in achieving the
milestones necessary to complete the Bartlett Dam Modification Feasibility Study.

2.7. SRP and Reclamation have signed or will sign a cost-share agreement (“SRP-
Reclamation Cost-Share Agreement”) as a mechanism to provide the non-federal
cost share required for completing the Bartlett Dam Modification Feasibility |

MBD Feasibility Study Cost-Share Agreement 2

Study, including the funds collected under this Agreement, for completing the
Bartlett Dam Modification Feasibility Study.

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. SCOPE:

This Agreement sets terms and conditions for (1) the estimated annual costs the Parties
expect to pay in support of the Bartlett Dam Modification Feasibility Study, (2) how the
costs will be shared among the Parties, (3) the process to remit payment, (4) the process
for formation of and participation in the Steering Committee, and (5) the process for
voluntary departure, removal, and addition of Cost-Share Partners and Steering
Committee Members.

6. EFFECTIVE DATE AND TERM OF AGREEMENT:

6.1. For SRP and City of Phoenix, this Agreement is effective and binding upon the
execution by SRP and City of Phoenix. For any Party other than SRP and City of
Phoenix, this Agreement is effective and binding upon execution by that Party.
This Agreement remains effective until terminated as provided in Subparagraphs
6.2 or 6.3.

6.2. This Agreement terminates when both of the following have occurred: (1) a final
Bartlett Dam Modification Feasibility Study is issued by Reclamation, and (2) when
all funds required to be transferred under this agreement are transferred from the
Cost-Share Partners to SRP or refunded to the Cost-Share Partners as provided in
Paragraph 12.

6.3. | This Agreement may terminate as provided in this Subparagraph 6.3 in the event
that. Reclamation determines it will not proceed with:.the Bartlett Dam
Modification Feasibility Study. In such an event, SRP shall meet and confer with
the:Cost-Share Partners on such determination and whether the Parties have

MBD Feasibility Study Cost-Share Agreement a 3

exhausted their reasonable options to support Reclamation in proceeding with a
Bartlett Dam Modification Feasibility Study. After such meeting, SRP may
terminate this Agreement by providing written notice to the Cost-Share Partners
of such termination. In such an event, this Agreement will terminate when both |
of the following have occurred: (1) SRP sends the written notice of termination
under this Subparagraph 6.3 and (2) all appropriate payments and refunds have
been issued. |

7. ADMINISTRATIVE REPRESENTATIVES:

Within thirty (30) calendar 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 Administrative Representative and an Administrative Alternate to
administer this Agreement on behalf of the designating Party. Written notice of a change
of an Administrative Representative or Administrative Alternate shall be provided within
thirty (30) calendar days of such change. The Administrative Alternate shall act only in the
absence of the Administrative Representative. Neither the Administrative
Representatives nor the Administrative Alternates shall have authority to amend, modify,
or supplement this Agreement. Decisions of the Administrative Representatives pursuant
to this Agreement shall be in writing and signed by them.

8. ESTIMATED COSTS:

8.1. The Parties plan to contribute funding towards the estimated nonfederal share of
costs (“Nonfederal Cost-Share Estimate”) for the Bartlett Dam Modification
Feasibility Study. The initial Nonfederal Cost-Share Estimate is $5,000,000. The
Nonfederal Cost-Share Estimate may increase or decrease based on federal
appropriations and as project plans are developed.

8.2. With respect to issues related to the estimated costs for funding the Bartlett Dam
Modification Feasibility Study the Parties shall convene the Steering Committee
on an annual basis (“Annual Cost Assessment Meeting”) to discuss and assess such
issues. At the Annual Cost Assessment Meeting, the Parties shall make
determinations on issues including but not limited to: (1) adjustment of the
Nonfederal Cost-Share Estimate, (2) identification of federal funding availability,
and (3) the annual contribution level of each Party (“Annual Contribution Level”).
SRP will notify the Steering Committee of any identified change in total project
cost that exceeds ten percent of the then-budgeted project cost at the next
scheduled Steering Committee meeting.

MBD Feasibility Study Cost-Share Agreement : 4

8.3. | Atthe Annual Cost Assessment Meeting, SRP shall present updates to the Steering

Committee regarding: (1) information relevant to the Nonfederal Cost-Share |
Estimate, (2) availability of federal funding, and (3) anticipated adjustments to the |
Annual Contribution Level of each Party. These updates will be provided based on |
information and analysis developed by SRP in consultation with Reclamation. Prior
to the Annual Cost Assessment Meeting, SRP shall develop and send for approval
of the Steering Committee a report for the Annual Cost Assessment Meeting
(“Annual Cost Assessment Report”). The Annual Cost Assessment Report will
include: (1) the proposed Nonfederal Cost-Share Estimate and (2) the proposed
Annual Contribution Levels of each Party for the following year. Consistent with
Subparagraph 9.5, Fort McDowell Yavapai Nation and Buckeye Water
Conservation and Drainage District will not be required to contribute any funding
under this Agreement. The Steering Committee may vote on such approval of the
Annual Cost Assessment Report at the Annual Cost Assessment Meeting but shall
do so no later than thirty (30) calendar days after such Annual Cost Assessment
Meeting.

8.4. Each Party shall contribute an annual amount equal to its Annual Contribution
Level and remit payment for its Annual Contribution Level as described in
Paragraph 12. The Annual Contribution Level as defined in this Agreement
includes the option for a Party to elect to budget and appropriate the full amount
of $400,000 to participate in this Agreement as a Voting Member at the time of
the Effective Date of the Agreement for that Party. Payment will be made pursuant
to Section 12 of this Agreement. The Parties’ Annual Contribution Levels are
summarized in Exhibit D. The Steering Committee shall update Exhibit D in
accordance with the Annual Cost Assessment Report upon approval of the Annual
Cost Assessment Report by the Steering Committee. In the event that the
Nonfederal Cost-Share increases above a total of $1,250,000 in any one year, or is |
projected to be above a total of $5,000,000 for the entire study, the Parties shall
discuss whether to incur such increased costs at the next Annual Cost Assessment |
Meeting. If the Steering Committee agrees to incur such increased costs, each
Party will seek any necessary spending authority or appropriations for any
increase in its then-current Annual Contribution Level. In the event that spending
authority is not granted, or funds are not appropriated beyond the amounts
necessary to fulfill a Party’s then-current Annual Contribution Level, a Party has
the right to terminate this Agreement without obligation for the increased Annual
Contribution Level: However, the terminating Party shall comply with
Subparagraph 11.1 with regard to its then-current Annual Contribution Level.

MBD Feasibility Study Cost-Share Agreement 5

9.1.

9.2.

9.3.

9.4.

9.5,

9.6.

PARTIES’ COST SHARE CONTRIBUTIONS:

SRP’s initial Annual Contribution Level shall be $250,000.
City of Phoenix’s initial Annual Contribution Level shall be $150,000.

The initial Annual Contribution Levels are identified in Exhibit D. Unless otherwise
stated in Exhibit D, a Party with an initial Annual Contribution Level of $100,000
or greater will be a voting member of the Steering Committee (“Voting Member”)
with respect to decisions that the Steering Committee makes related to the
Bartlett Dam Modification Feasibility Study. Voting Members commit to
supporting the Bartlett Dam Modification Feasibility Study to completion at the
Annual Contribution Level identified in Exhibit D but not to exceed a period of four
years. If the Bartlett Dam Modification Feasibility Study exceeds four years, the
Parties shall convene the Steering Committee to discuss contribution towards the
nonfederal portion of funding required for completion. The Annual Contribution
Level as defined in this Agreement includes the option for a Party to elect to
budget and appropriate the full amount of $400,000 to participate in this
Agreement as a Voting Member at the time of the Effective Date of the Agreement
for that Party. Payment will be made pursuant to Section 12 of this Agreement.

Unless otherwise stated in Exhibit D, a Party with an initial Annual Contribution
Level of $30,000 will be a nonvoting member of the Steering Committee
(“Nonvoting Member”).

The Fort McDowell Yavapai Nation, as a federally recognized tribe with a direct
interest in water stored in Bartlett Reservoir, will be a Voting Member of the
Steering Committee irrespective of its Annual Contribution Level. Buckeye Water
Conservation and Drainage District will be a Voting Member of the Steering
Committee irrespective of its Annual Contribution Level due to its interest under
the stipulation between Buckeye Irrigation Company and Salt River Valley Water
Users’ Association entered September 7, 1944.

As described in Subparagraph 8.2, Annual Contribution Levels may be adjusted at
the Annual Cost Assessment Meeting based on the Nonfederal Cost-Share
Estimate as described in Subparagraph 8.1. Adjustments to Annual Contribution
Levels will be made in proportion to the initial Annual Contribution Levels and will
increase or decrease in proportion to the Nonfederal Cost-Share Estimate. Except
as provided under circumstances noted in Subparagraph 11.3, the standing of
each Party as a Voting Member or Nonvoting Member of the Steering Committee

MBD Feasibility Study Cost-Share Agreement » 6

is established by each Party’s initial Annual Contribution Level, as described in
Subparagraphs 9.3 and 9.4, and will not be impacted by adjustments made under
Subparagraph 8.2, Subparagraph 8.4, or this Subparagraph 9.6.

10. STEERING COMMITTEE:

10.1.

10.2.

10.3.

Within thirty (30) calendar days after execution of this Agreement, each Party shall
designate in writing or electronic mail with read receipt to SRP a representative to
serve on the Steering Committee (“Steering Committee Representative”) and an
alternate to serve on the Steering Committee (“Steering Committee Alternate”).
Written notice of a change of a Steering Committee Representative or Steering
Committee Alternate shall be provided within thirty (30) calendar days of such
change. The Steering Committee Alternate shall act only in the absence of the
Steering Committee Representative. Unless otherwise authorized by the Steering
Committee, each Party shall ensure that only its Steering Committee
Representative or Steering Committee Alternate participates in meetings of the
Steering Committee. Steering Committee Representatives and Steering
Committee Alternates are expected to be individuals with senior positions within
the organizational structure of each Party, such as director-level positions, and
may be the same or different from the Administrative Representatives and
Administrative Alternates identified in Paragraph 7.

The Parties shall convene the Steering Committee within thirty (30) calendar days
after this Agreement is effective as provided in Subparagraph 6.1 and develop
roles, responsibilities, meeting schedules, and other guidelines to govern the
Steering Committee within sixty (60) calendar days after this Agreement is
effective as provided in Subparagraph 6.1.

The Steering Committee shall be responsible for developing criteria for assessing
the need of any potential beneficiary to obtain a right to use a portion of the water
to be stored in the new conservation storage capacity created from the
modifications at Bartlett Dam. The new conservation storage capacity includes
the volume of water above the combined original constructed capacity of both
Horseshoe and Bartlett Reservoirs including the capacity added by installation of
the Horseshoe Dam spillway gates (“New Conservation Capacity”). The criteria
shall be developed and approved by the Steering Committee during development
of feasibility cost estimates and designs of dam facilities required for the Bartlett
Dam Modification Feasibility Study and may be similar to those identified in
Exhibit E.

MBD Feasibility Study Cost-Share Agreement . 7

11.

10.4.

10.5.

10.6.

The Steering Committee shall be responsible for developing the preferred
allocation of available New Conservation Capacity among potential project
beneficiaries using the criteria for assessing need identified in Subparagraph 10.3
to provide to Reclamation for study purposes.

Nothing contained in this Agreement shall be construed as to (1) create any right
to new or existing capacity in Bartlett or Horseshoe Reservoirs or (2) alter any
existing rights to water stored in Bartlett or Horseshoe Reservoirs in a modified
Bartlett Dam if a project to modify Bartlett Dam is constructed.

SRP shall chair the Steering Committee and all Steering Committee decisions will
be made by majority vote of the Voting Members described in Subparagraph 9.3
with the exception of issues identified in Subparagraph 11.2. The votes of all
Voting Members will be of equal weight. In the event of an even split during a
Steering Committee vote, SRP shall act as the tie-breaking vote.

VOLUNTARY DEPARTURE; REMOVAL; AND ADDITION OF PARTIES, COST SHARE
PARTNERS, AND STEERING COMMITTEE MEMBERS

11.1,

11.2.

A Party that no longer wishes to be a Party to this Agreement and participate in
the Steering Committee may leave by giving the other Parties thirty (30) calendar
days written notice under Paragraph 15 (“Voluntary Departure”). Parties that
voluntarily depart this Agreement and Steering Committee under this
Subparagraph 11.1 shall not be refunded any previous financial contributions. Any
Voting Member that voluntarily departs this Agreement and Steering Committee
shall pay the remaining balance that would be due based on that Voting Member's
Annual Contribution Level for the period of time required to support completion
of the Bartlett Dam Modification Feasibility Study but not to exceed a period of
four years. The remaining balance will be based on the number of months
projected to remain on the Bartlett Dam Modification Feasibility Study, multiplied
by the Party’s initial Annual Contribution Level, not to exceed a total of four years
from the start of the non-federal contributions for the feasibility study. Upon the
Voluntary Departure of a Party to this Agreement under this Subparagraph 11.1,
the SRP shall update Exhibits A, D, and F accordingly.

The Steering Committee may remove a Party from the Agreement and
membership on the Steering Committee if the Voting Members of the Steering
Committee determine by a vote of at least 2/3 of Voting Members that the Party
is not acting in good faith or otherwise unnecessarily interfering with making
progress towards completion of the Bartlett Dam Modification Feasibility Study.

MBD Feasibility Study Cost-Share Agreement 8

11.3.

Any Party that is removed from the Agreement and the Steering Committee under
this Subparagraph 11.2 shall not be refunded any previous financial contributions.
Upon removing a Party to this Agreement under this Subparagraph 11.2, the SRP
shall update Exhibits A, D, and F accordingly.

The Steering Committee, by majority vote of the Steering Committee, may add a
Party to the Agreement as a Voting or Nonvoting member of the Steering
Committee upon request from an entity to support the Bartlett Dam Modification
Feasibility Study. Prior to adding a Party to the Agreement and Steering
Committee, the Steering Committee shall determine the Annual Contribution
Level of the entity to be added in a manner consistent with Paragraphs 8 and 9,
provided that, the Steering Committee will not unreasonably withhold a
participant's ability to join the Steering Committee if that participant is willing to
work in good faith and bring appropriate resources in support of the goals of the
Bartlett Dam Modification Feasibility Study. Upon adding a Party to this
Agreement under this Subparagraph 11.3, the SRP shall update Exhibits A, D, and
F accordingly. Should a Party be added to the Steering Committee as a Voting
Member, that Party shall pay the Annual Contribution Level identified in
Subparagraph 9.3 for the time period between the Steering Committee’s
inception and the Party’s addition. Should an existing Nonvoting Member become
a Voting Member, that Party will be responsible for paying the difference between
their actual contributions and the Annual Contribution Level identified in 9.3 for
the time period between the Steering Committee's inception and the Party
becoming a Voting Member. Any new Voting Member or Nonvoting Member
becoming a Voting Member will be subject to all conditions as outlined in
Subparagraph 11.1

12. PAYMENT:

12.1.

12.2.

SRP shall invoice each Party at its initial Annual Contribution Level as identified in
Exhibit D within 90 days of execution of this Agreement.

Following approval of the Annual Cost Assessment Report by the Steering
Committee, SRP shall invoice the Cost-Share Partners in the amounts identified in
the Annual Cost Assessment Report. The Cost-Share Partners shall pay such
invoices within thirty (30) calendar days after SRP sends such invoices. SRP shall
remit payments made under Paragraph 12 to Reclamation or consultants as
contributions towards the nonfederal portion of:costs for the Bartlett Dam
Modification Feasibility Study under the SRP-Reclamation Cost-Share Agreement.

. In the event that funds paid to SRP will not be remitted to Reclamation or

MBD Feasibility Study Cost-Share Agreement oo 9

12.3.

12.4.

12.5.

consultants, SRP shall refund the Cost-Share Partners for any amount paid to SRP
under Paragraph 12 that will not be remitted to Reclamation or consultants.

Any invoices not paid when due shall be delinquent and shall bear interest at the
Wall Street Journal Prime Rate, on the date the invoice was due plus 5% (Wall
Street Journal Prime Rate plus 5%) per annum from the date when the bill was
due until the bill is paid in full (including any accrued interest). In the event the
Wall Street Journal no longer publishes the Wall Street Journal Prime Rate, a
majority of the Administrative Representatives shall select an appropriate
substitute.

In the event any portion of any bill is disputed, to the extent the disputing Party
has the legal authority to pay, 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 Cost-Share Partners shall be
refunded any overpayment plus interest, accrued at the rate set forth in
Subparagraph 12.3, prorated by days from the date payment was credited to the
Cost-Share Partners to the date the refund check is mailed.

In the event that this Agreement is terminated under Subparagraph 6.3, SRP shall
refund the Cost-Share Partners for any amount paid to SRP under Paragraph 12
that will not be remitted to Reclamation or consultants for services approved prior
to termination of this Agreement.

13. DISPUTE RESOLUTION; RECORDS INSPECTION; CHOICE OF LAW:

13.1.

13.2.

Any dispute under this Agreement shall first be submitted to the Steering
Committee for resolution. The Steering Committee shall make all reasonable
efforts to resolve the dispute. If the matter cannot be resolved by the Parties’
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.

This Agreement shall be governed and construed in accordance with the laws of
the State of Arizona and any applicable federal law. In the event a dispute arises
wherein the Fort McDowell Yavapai Nation is a party, the Parties agree the venue
will be in a court of competent jurisdiction other than Tribal court.

MBD Feasibility Study Cost-Share Agreement : 10

14.

15.

16.

13.3. 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.

13.4. 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 Paragraph 12 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 any Party to settle any strike or labor dispute in which it is
involved. Any 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:

15.1. All notices, requests, demands, and other communications under this Agreement
shall be in writing or by electronic mail with read receipt 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 in Exhibit F.

15.2. 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 15.1.

SEVERABILITY:

MBD Feasibility Study Cost-Share Agreement 11

17.

18.

19.

20.

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 a 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 and reformed, provided that
the 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.

MBD Feasibility Study Cost-Share Agreement : 12

21.

22.

23.

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.

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]

MBD Feasibility Study Cost-Share Agreement 13

IN WITNESS WHEREOF, this Agreement was executed by the Parties and is effective on
the date described in Subparagraph 6.1 of this Agreement.

MBD Feasibility Study 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

CITY OF CHANDLER

By: |
Name: |
Title:

APPROVED AS TO FORM

By: lw
Name: Jenny Jt. Winkler 7
Title: Asst. Ceru Atrornen

MBD Feasibility Study Cost-Share Agreement

AGREEMENT TO SHARE COSTS FOR THE FEASIBILITY STUDY OF BARTLETT DAM
MODIFICATION ALTERNATIVES
AMONG COST-SHARE PARTNERS
AND
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT

EXHIBIT A

COST-SHARE PARTNERS

Arizona Water Company City Goodyear
Apache Junction Water Utility Community City of Glendale
Facilities District dba Apache Junction Water
District
City of Avondale City of Mesa
City of Buckeye City Peoria
Buckeye Water Conservation City of Phoenix
and Drainage District
Central Arizona Groundwater Town of Queen Creek
Replenishment District
City of Chandler Roosevelt Water Conservation District
City of El Mirage City of Scottsdale
EPCOR, USA, Inc. City of Surprise
Fort McDowell Yavapai Nation City of Tempe
Town of Gilbert

EXHIBIT A— MBD Feasibility Cost-Share Agreement

:

AGREEMENT TO SHARE COSTS FOR THE FEASIBILITY STUDY OF BARTLETT DAM
MODIFICATION ALTERNATIVES
AMONG COST-SHARE PARTNERS
AND
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT

EXHIBIT B
MEMORANDUM OF UNDERSTANDING TO SUPPORT THE BARTLETT DAM MODIFICATION

FEASIBILITY STUDY AMONG VARIOUS PARTICIPATING ENTITIES AND SALT RIVER PROJECT
AGRICULTURAL IMPROVEMENT AND POWER DISTRICT

EXHIBIT B — MBD Feasibility Cost-Share Agreement