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RESOLUTION NO. 5591 AUTHORIZING AN AMENDED PROJECT AGREEMENT NO. 4 UNDER THE PUBLIC INFRASTRUCTURE MASTER AGREEMENT DATED MAY 24, 2019, BETWEEN THE CITY OF CHANDLER AND INTEL CORPORATION, A DELAWARE CORPORATION, FOR THE CONSTRUCTION OF A RECLAIMED WATER INTERCONNECT FACILITY AND RELATED PUBLIC INFRASTRUCTURE NEEDED TO SERVE INTEL’S CAMPUS AT 4500 S. DOBSON ROAD. WHEREAS, City and Intel are parties to that certain Public Infrastructure Master Agreement dated May 24, 2019, which provides for the construction and financing of public infrastructure necessary to serve a manufacturing facility under A.R.S. § 42-5032.02; and WHEREAS, effective February 1, 2021, City and Intel entered into a Reclaimed Water Agreement and a Project Agreement for the design and construction of a reclaimed water interconnect facility (RWIF) to enable the City to firm existing reclaimed water deliveries to Intel as well as increase the City’s capacity to deliver additional reclaimed water to Intel needed for Intel’s expansion of its manufacturing facilities located at 4500 S. Dobson Road; and WHEREAS, the Project Agreement authorized the City to seek reimbursement of 50% of the total cost of design and construction of the RWIF from a combination of monies derived from transaction privilege tax revenue collected by the State of Arizona under A.R.S. § 42-5032.02 (80%) and Intel (20%); and WHEREAS, the Reclaimed Water Agreement provided that Intel and City would share equally any increase in the costs of design and construction of the RWIF caused by circumstances beyond the control of either Intel or City; and WHEREAS, the cost of the Work authorized under the Project Agreement was $11.7 million; and WHEREAS, due to unforeseeable labor and supply issues, the total cost to design and construct the RWIF has increased to approximately $45 million, so that the cost of the Work authorized under the Project Agreement must be increased to $22.5 million. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chandler, Arizona, as follows: Section 1. The City of Chandler is authorized to enter into the Amended Project Agreement (Project 4 — Reclaimed Water Interconnect Facility) between the City and Intel attached to this Resolution as Exhibit “A”. Resolution No. 5591 Page 2 Section 2. The Mayor is authorized to execute the Amended Project Agreement and this Resolution on behalf of the City of Chandler. PASSED AND ADOPTED by the City Council of Chandler, Arizona, this 23rd day of June, 2022. ATTEST: CITY CLERK MAYOR CERTIFICATION I HEREBY CERTIFY that the above and foregoing Resolution No. 5591 was duly passed and adopted by the Chandler City Council at a regular meeting held on the 23rd day of June, 2022, at which a quorum was present. CITY CLERK APPROVED AS TO FORM: CITY ATTORNEY \} Exhibit “A” Amended Project Agreement AMENDED PROJECT AGREEMENT (Project 4 — Reclaimed Water Interconnect Facility) This Amended Project Agreement is entered into effective , 2022, by and between the City of Chandler, an Arizona municipal corporation (the “City”), and Intel Corporation, a Delaware corporation (“Intel”), pursuant to the Public Infrastructure Master Agreement (the “Master Agreement”) between them dated May 24, 2019. Capitalized terms used in this Amended Project Agreement shall have the meanings defined in the Master Agreement. City and Intel entered into a Project Agreement for Project 4 effective February 1, 2021, and a Reclaimed Water Agreement effective February 1, 2021. Article 2 of the Project Agreement provided that the cost of the Work covered was $11.7 million, which was 50% of the total cost of the planned improvements that comprise the Work. City procured the design for the Work as provided in the Project Agreement. City is currently finalizing negotiation of a guaranteed maximum price for construction of the Work. Due to unforeseeable labor and supply issues, the total cost of the improvements that comprise the Work is now $45 million. City and Intel are entering into this Amended Project Agreement for the purpose of documenting the increase in the cost of the Work covered under the Project Agreement, as well as their agreement to split the increased cost as provided in the Reclaimed Water Agreement. The Project Agreement remains in effect to the extent not inconsistent with the provisions of this Amended Project Agreement. City is hereby authorized, and does hereby agree, to proceed with the Work described in this Amended Project Agreement, in compliance with the Master Agreement. City and Intel, in consideration of the mutual covenants set forth in the Master Agreement and in this Amended Project Agreement, agree as follows: ARTICLE 1. The facilities, buildings, or other improvements to the Public Infrastructure to be constructed for the benefit of the Manufacturing Facility under this Amended Project Agreement (the “Work”) are a small membrane water treatment facility at Chandler’s Airport Water Reclamation Facility to make additional reclaimed water available to satisfy Intel’s increasing demand for reclaimed water for industrial cooling purposes. ARTICLE 2. The cost of the Work covered under this Amended Project Agreement is $22.5 million, which is 50% of the total cost of the improvements that comprise the Work. Monies derived from transaction privilege tax revenue collected by the State of Arizona under A.R.S. § 42-5032.02 will be used to pay for 80% of the Work. Intel will pay for the remaining 20% of the Work. Intel further agrees that it will pay City for any portion of the Work not reimbursed by the State of Arizona under A.R.S. § 42-5032.02 for any reason. ARTICLE 3. Construction of the Work is expected to be completed by July 30, 2024. ARTICLE 4. City has procured the design for the Work. ARTICLE 5. The Contract Documents for the Work shall include this Amended Project Agreement, the Project Agreement, the Reclaimed Water Agreement, the Master Agreement, and other documents, forms, and requirements as specified in the Master Agreement. IN WITNESS WHEREOF, the Parties have executed this Amended Project Agreement effective on the date set forth above. ATTEST: CITY CLERK APPROVED AS TO FORM: (ASST.) CITY ATTORNEY CITY OF CHANDLER, an Arizona municipal corporation By. Kevin Hartke, Mayor INTEL CORPORATION, a Delaware corporation Sharon Anderton Sharon Anderson By. Its Utilities Manager