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RESOLUTION NO. 5695 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHANDLER, ARIZONA, APPROVING A DESIGN AND CONSTRUCTION AGREEMENT BETWEEN SALT RIVER VALLEY WATER USERS’ ASSOCIATION (“ASSOCIATION”) AND THE CITY OF CHANDLER (“CITY”) FOR WELL DRILLING AT WELL SITE 27.3E-01.5S; AND AUTHORIZING AND APPROVING THE GRANT OF A WELL SITE AND ACCESS EASEMENTS TO SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT (“SRP”). WHEREAS, a well project has been planned between the City and Association for the benefit of both parties to meet their future needs for water; and WHEREAS, on December 22, 1994, the City and Association entered a Water Delivery and Use Agreement whereby City may use certain Association-owned wells to deliver water within the City’s service area; and WHEREAS, as part of the agreement, a site owned by the City was located to provide a well for mutual use; and WHEREAS, the well site facility will be placed within the boundaries of Maricopa County, parcel number 302-24-328; and WHEREAS, Association is the agent for SRP. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chandler, Arizona, as follows: Section1. Authorizes the City of Chandler to enter into a design and construction agreement with Salt River Valley Water Users’ Association, substantially in the form attached hereto as Exhibit A. Section 2. Authorizes and approves the granting of a Well Site Easement and an Access Easement to SRP for the development of a mutual use well by the City of Chandler and SRP as described in Exhibits B-1 and B-2 and made a part hereof by reference. Section 3. Authorizes the Mayor to execute and deliver the design and construction agreement and the well site and access easements on behalf of the City of Chandler. Resolution 5695 Page 2 PASSED AND ADOPTED by the City Council of the City of Chandler, Arizona, this ____ day of June, 2023. ATTEST: _____________________________ ______________________________ CITY CLERK MAYOR CERTIFICATION I HEREBY CERTIFY that the above and foregoing Resolution No. 5695 was duly passed and adopted by the City Council of the City of Chandler, Arizona, at a regular meeting held on the ___ day of June, 2023, and that a quorum was present thereat. _____________________________ CITY CLERK APPROVED AS TO FORM: ____________________________ CITY ATTORNEY Exhibit A WELL DRILLING DESIGN AND CONSTRUCTION AGREEMENT CHILTON DRIVE WELLSITE (ASSOCIATION WELLSITE 27.3E-01.5S) This Agreement for construction, modification or relocation of facilities (hereinafter “AGREEMENT”), is entered into by and between the Salt River Valley Water Users’ Association (hereinafter “ASSOCIATION”), and City of Chandler (hereinafter “CUSTOMER”). WHEREAS, CUSTOMER has deemed it necessary or desirable that ASSOCIATION accommodate certain development or other needs of CUSTOMER and recognizes that ASSOCIATION is best capable of providing such accommodation, AND; WHEREAS, ASSOCIATION is capable of providing such accommodation, using its own employees and equipment, unless otherwise provided herein. THEREFORE, in consideration of the matters described herein and of the mutual benefits and obligations set forth herein, ASSOCIATION and CUSTOMER agree as follows: 1) ASSOCIATION shall perform the work and services more particularly described in EXHIBIT A, attached hereto, and by this reference incorporated herein. 2) ASSOCIATION shall complete the work and services described in EXHIBIT A (“Work and Services”) in a timely manner. In the event ASSOCIATION is delayed in completing the Work and Services due to acts of God, fire, flood, labor disputes or any other factor beyond the reasonable control of ASSOCIATION (collectively “Force Majeure Event”), the ASSOCIATION will provide written notice to CUSTOMER within 30 days of the Force Majeure Event and ASSOCIATION’S time to complete the Work and Services shall be extended for a period of time that begins on the date of notice and continues for a period commensurate with the delay so caused. 3) ASSOCIATION shall maintain all relevant and applicable insurance coverages, through its self-insurance program or supplementary contracts of insurance it deems necessary. 4) ASSOCIATION shall at all times comply with laws applicable to performance hereunder, including acquisition of permits, licenses or other approvals. 5) CUSTOMER shall grant the ASSOCIATION the easements substantially in the form attached as Exhibit C-1 Access Easement and Exhibit C-2 Wellsite Easement (“together as Easements”). CUSTOMER shall deliver executed and acknowledged Easements for recordation within sixty (60) days after the date this Agreement is executed by both parties. 6) The estimated cost for completing the Work and Services is provided in Exhibit B, not to exceed $856,579; however, CUSTOMER shall reimburse ASSOCIATION for the actual costs incurred in the performance and completion of the Work and Services, up to the cost provided in Exhibit B. Payment to ASSOCIATION shall be in accordance with the terms incorporated herein. After recordation of the Easements by ASSOCIATION, ASSOCIATION will credit Well Drilling Design and Construction Agreement, Association Wellsite 27.3E-01.5S 2 against CUSTOMER’s share of the estimated cost for completing the Work and Services, the fair market value of the Easements, in the amount of $245,485. 7) Neither ASSOCIATION nor CUSTOMER shall have the right to assign any rights or interest created herein. 8) This AGREEMENT shall be governed in all respects by the laws of the State of Arizona. 9) CUSTOMER shall indemnify and hold harmless ASSOCIATION from liability to any third party, including Customer’s employees, resulting from or arising out of ASSOCIATION’s performance hereunder, whether such liability is for property damage, personal injury or death, unless such liability is attributed to ASSOCIATION’s sole, exclusive negligence or willful action. Further, CUSTOMER shall release ASSOCIATION from any of its claims related to ASSOCIATION’s performance hereunder, unless such claim results from ASSOCIATION’s sole, exclusive negligence or willful action. 10) The parties may terminate this AGREEMENT upon mutual written agreement. 11) In the event of termination of this AGREEMENT prior to the completion of the Work and Services, CUSTOMER shall reimburse ASSOCIATION for the actual cost it incurred up to the effective date of such termination. If completion of the Work and Services is essential to restore ASSOCIATION’s ability to operate facilities affected by the unfinished Work and Services, CUSTOMER shall reimburse ASSOCIATION in accordance with Paragraph 6 herein. 12) This AGREEMENT shall constitute the entire agreement between the parties hereto, and any prior or contemporaneous understanding or representation shall not be binding upon either party hereto. 13) Should there be any discrepancy between this AGREEMENT and the Water Delivery and Use Agreement between ASSOCIATION and CUSTOMER dated December 2, 1994, and as amended from time to time thereafter (“WDUA”), the WDUA will take precedence. Exhibit 12.1 of the WDUA defines how the CUSTOMER may use the well. 14) A.R.S. sec. 38-511 applies to this Agreement. Remainder of page left blank intentionally Well Drilling Design and Construction Agreement, Association Wellsite 27.3E-01.5S 3 In witness, each party has caused the execution of this AGREEMENT by the undersigned, who is vested with authority to bind such party to the terms and conditions herein. SALT RIVER VALLEY WATER CITY OF CHANDLER: USERS’ ASSOCIATION: By: Charlie Ester By:_____________________________ Director, Water Supply Its: _____________________________ Signature:_______________________ Signature:________________________ Date:____________________________ Date:____________________________ ATTEST: ___________________________ Chandler City Clerk APPROVED AS TO FORM: ___________________________ Chandler City Attorney Well Drilling Design and Construction Agreement, Association Wellsite 27.3E-01.5S 4 EXHIBIT “A” Scope of Work and Services for Well Drilling ASSOCIATION Wellsite 27.3E-01.5S ASSOCIATION shall provide the following as part of this agreement: • Labor, materials, permitting and contracted services to drill new ASSOCIATION well 27.3E- 01.5S. CUSTOMER shall provide the following as part of this Agreement: • Legal right to land identified in Exhibit C-1 and Exhibit C-2 for new ASSOCIATION well 27.3E- 01.5S that is at least 15,000 square feet in size, has adequate access rights for ingress and egress, has necessary utility easements to connect new well to ASSOCIATION’s water delivery system, and is free from materials and environmental liabilities such as contamination. All of Customer’s existing equipment shall be removed prior to commencement of ASSOCIATION well drilling activities, CUSTOMER shall, at its expense, clear the site by removing trees and plants and grading the surface to an approximate level elevation of 1209.0 (NAVD88) • Financial cost sharing at 50% of all costs associated with the drilling and construction of new ASSOCIATION well 27.3E-01.5S as set forth in Exhibit B, less the fair market value of the Easements not to exceed $245,485. Well Drilling Design and Construction Agreement, Association Wellsite 27.3E-01.5S 5 EXHIBIT “B” CUSTOMER Cost Summary for Well Drilling Proposed ASSOCIATION Wellsite 27.3E-01.5S Note: After ASSOCIATION’S recordation of the Easements in Exhibit C, ASSOCIATION will credit against the cost for completing the work and services described in this Exhibit B, the fair market value of the Easements, in the amount of $245,485. Well Drilling Design and Construction Agreement, Association Wellsite 27.3E-01.5S 6 EXHIBIT “C-1” Access Easement Well Drilling Design and Construction Agreement, Association Wellsite 27.3E-01.5S 7 EXHIBIT “C-2” Wellsite Easement Exhibit B-1 1 SRP-General Use EXHIBIT A FORM OF WELLSITE EASEMENT WHEN RECORDED MAIL TO: SALT RIVER PROJECT Land Department/PAB10W PO Box 52025 Phoenix, Arizona 85072-2025 AFFIDAVIT EXEMPT PURSUANT TO A.R.S. §§ 11-1134(A)(2) and (A)(3) Maricopa County R/W # Agt. GY Parcel #302-24-002G Job # LJ67925 S10; T1S; R65E W_________ C _______ CITY OF CHANDLER, a municipal corporation hereinafter called Grantor, for and in consideration of the sum of Ten Dollars, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby grant and convey to SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district organized and existing under the laws of the State of Arizona, and its successors and assigns, hereinafter called Grantee, for use by Grantee and Grantee’s employees, contractors, licensees, and invitees, for itself and on behalf of the United States of America and as manager of the federal Salt River Reclamation Project, an exclusive easement to construct, install, reconstruct, replace, remove, repair, operate and maintain (i) one or more wells and/or water or irrigation pumping stations, pipes, canals, turnout structures, and all other appliances, appurtenances, and fixtures for the pumping, transmission or distribution of water (“Wellsite Purpose”) (ii) buildings, structures, fences, walls or other improvements for use in connection with the Wellsite Purpose, (iii) underground electrical conduits and conductors, pipes, cables, switching equipment, transformers, pad-mounted equipment, and all other appliances, appurtenances and fixtures for the transmission and distribution of electricity, communication signals and data and all other purposes connected with the Wellsite Purpose, and for the purposes set forth in items (i) and (ii) above, in, upon, over, under, across, through and along the Easement Property (defined below) as Grantee may now or hereafter deem convenient or necessary from time to time, together with the right of access to, from, over, across, and through the Easement Property for the purpose of exercising the rights granted to Grantee hereunder (collectively, the “Easement”). The facilities described in EXCLUSIVE WELLSITE EASEMENT 2 SRP-General Use items (i), (ii), and (iii) above shall be collectively referred to herein as the “Facilities”). The lands in, upon, over, under, across, through and along which the Easement is granted are situated in the County of Maricopa, State of Arizona, and are more particularly described as: Easement Property: See Exhibit “A” attached hereto and incorporated herein by this reference The Easement is governed by the following terms and conditions: 1. Exclusive Easement. Grantee’s rights to use the Easement are exclusive. Grantor shall not use or grant any right to use the Easement Property, including without limitation granting licenses or additional easements, for any purpose without the prior written consent of Grantee, which may granted or denied through the exercise of Grantee’s sole discretion, and any use or grant of rights in violation of this requirement is void. To request any such prior written consent, with such consent in each instance to be granted or denied through the exercise of Grantee’s sole discretion: (i) Grantor shall provide Grantee with plans describing the proposed use, which shall include without limitation all construction and other development plans showing all improvements and activities to be located within the Easement Property, and any alterations thereto; and (ii) provided Grantee approves such use, Grantor shall execute Grantee’s standard form license agreement, authorizing the use of the Easement Property. 2. Additional Grantee Rights. Grantee shall have the right (but not the obligation) to do any and all of the following: a. Trim, cut and clear away trees, brush or other vegetation on, or which encroaches into, the Easement Property, whenever in its judgment the same shall be necessary for the convenient and safe exercise of the rights herein granted. b. Install, place and maintain on the Easement Property warning or safety signs regarding the Facilities and safety or security devices to protect the Facilities. c. Enclose the Easement Property or any portion thereof by fences, walls or other structures and to take other steps to prevent access thereto by unauthorized persons. 3. Water Withdrawal. The rights granted to Grantee under this instrument include, without limitation, the right to withdraw water under Grantee’s service area rights and under applicable federal rights as the care, operator, and maintainer of a federal reclamation project. 4. Perpetual Nature of Easement. The Easement, and Grantee’s rights hereunder, shall be perpetual, and shall not terminate until, and unless abandoned through the recordation of a document formally abandoning the Easement, which references this instrument and is executed and acknowledged by Grantee. Upon such recordation, all Grantee's rights hereunder shall cease, except the right to remove any and all property placed upon the Easement Property within a reasonable time subsequent to such abandonment. 3 SRP-General Use 5. Successors and Assigns. The benefits and burdens, and the covenants and agreements herein set forth shall run with and burden the land and shall extend and inure in favor and to the benefit of, and shall be binding on Grantor and Grantee and their successors and assigns. 6. Rights and Remedies Cumulative. The rights and remedies hereunder are cumulative, and the exercise of any one or more of such rights or remedies shall not preclude the exercise, at the same or different times, of any other right or remedy available. 7. Warranty of Title. Grantor represents and warrants that: (i) fee simple title to the Grantor’s Property and Easement Property is vested in Grantor, and (ii) Grantor has full power and authority to grant the Easement and to perform its obligations under this document. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4 SRP-General Use IN WITNESS WHEREOF, Grantor has executed this Easement as of the date set forth in its acknowledgement below. GRANTOR: CITY OF CHANDLER, a municipal corporation By: _________________________________ Its: _________________________________ City Attorney - Approve As To Form: By: Name: ______________________________ Title: ______________________________ City Clerk - attesting the Mayor's signature. By: Name: ______________________________ Title: ______________________________ STATE OF ARIZONA ) ) ss COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this _____ day of ______________, 2021, by ________________________, as _________ of the City of Chandler, a municipal corporation on behalf of the corporation. ___________________________________ Notary Public 5 SRP-General Use EXHIBIT A EASEMENT PROPERTY [See attached legal description and depiction thereof comprising two (2) pages] EXHIBIT “A” Page 1 of 1 LEGAL DESCRIPTION SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT A Well Site easement within a portion of the land described in documents 1985-0531214 and 2018-0778995, Maricopa County Records, Arizona, situated in the Southwest quarter of Section 10, Township 1 South, Range 5 East, of the Gila and Salt River Meridian, Maricopa County, Arizona, described as follows: Commencing at the West quarter corner of said Section 10, being a Brass Cap in Handhole, from which the East quarter corner of said Section 10, being a Brass Cap in Handhole, bears North 89 degrees 47 minutes 48 seconds East, a distance of 5,317.95 feet (Basis of Bearing); Thence North 89 degrees 47 minutes 48 seconds East, along the east-west mid- section line of said Section 10, a distance of 1424.87 feet; Thence South 00 Degrees 12 Minutes 12 Seconds East, departing said east-west mid-section line, a distance of 229.83 feet to the Point of Beginning; Thence South 00 Degrees 09 Minutes 32 Seconds East, a distance of 200.00 feet; Thence South 89 Degrees 50 Minutes 35 Seconds West, a distance of 105.00 feet; Thence North 00 Degrees 09 Minutes 32 Seconds West, a distance of 200.00 feet; Thence North 89 Degrees 50 Minutes 28 Seconds East, a distance of 105.00 feet to the Point of Beginning; Contains 0.482 acres more or less. End of Description 02/16/2021 02/16/2021 Exhibit B-2 1 SRP-General Use ACCESS EASEMENT WHEN RECORDED MAIL TO: SALT RIVER PROJECT Land Department/PAB10W P. O. Box 52025 Phoenix, Arizona 85072-2025 EXEMPT PURSUANT TO A.R.S. §§ 11-1134(A)(2) and (A)(3) Maricopa County R/W # Agt. GY Parcel #302-24-328 Job # LJ67925 S10; T1S; R65E W_________ C _______ CITY OF CHANDLER, a municipal corporation hereinafter called Grantor, for and in consideration of the sum of Ten Dollars, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby grant and convey to SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district organized and existing under the laws of the State of Arizona, and its successors and assigns, hereinafter called Grantee, for use by Grantee and Grantee’s employees, contractors, licensees, and invitees, as an easement appurtenant to the real property described on Exhibit “A” attached hereto (“Grantee’s Property”) and every part thereof, an easement over, across, and through the Easement Parcel (defined below) for purposes of providing vehicular and pedestrian access to Grantee’s Property, including ingress and egress to and from the adjacent streets and rights of way furnishing access to Grantee’s Property (the “Easement”). Except as provided in paragraph 1, the Easement, and Grantee’s rights hereunder, shall be exclusive. The lands in, upon, over, under, across, through and along which the Easement is granted are situated in the County of Maricopa, State of Arizona, and are more particularly described as: Easement Parcel: See Exhibit “B” attached hereto. ACCESS EASEMENT 2 SRP-General Use The Easement is governed by the following terms and conditions: 1. Grantor Reservation of Rights, Approval of Use. Grantor reserves the right to use or permit others to use the Easement Parcel for the purpose of pedestrian and vehicular access (“Use”), provided that such Use does not interfere with the rights and privileges granted to Grantee hereunder. Grantor may pave, grade or otherwise improve the surface of the Easement Parcel, provided that Grantor provides Grantee with plans describing the proposed work and obtains Grantee’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed. 2. No Barriers. Grantor shall not construct, install or place, or permit to be constructed, installed or placed, any fence, wall, barrier, structure or improvement of any kind on the Easement Parcel. No parking shall be permitted on the Easement Parcel except in the case of an emergency. 3. Additional Grantee Rights. Grantee shall have the right (but not the obligation) to trim, cut and clear away trees, brush or other vegetation on, or which encroaches into, the Easement Parcel, whenever in its judgment the same shall be necessary for the convenient and safe exercise of the rights herein granted. Grantee shall further have the right (but not the obligation) to pave, grade or otherwise improve the surface of the Easement Parcel or portions thereof to facilitate Grantee’s access to Grantee’s Property. 4. Perpetual Nature of Easement. The Easement, and Grantee’s rights hereunder, shall be perpetual, and shall not terminate until, and unless abandoned through the recordation of a document formally abandoning the Easement, which references this instrument and is executed and acknowledged by Grantee. 5. Successors and Assigns. The benefits and burdens, and the covenants and agreements herein set forth shall run with and burden the land and shall extend and inure in favor and to the benefit of, and shall be binding on Grantor and Grantee and their successors and assigns. 6. Rights and Remedies Cumulative. The rights and remedies hereunder are cumulative, and the exercise of any one or more of such rights or remedies shall not preclude the exercise, at the same or different times, of any other right or remedy available. 7. Private Use. The provisions of this Easement Agreement are not intended to and do not constitute a public right of way or any other grant, dedication, or conveyance for public use of the Easement Parcel. 8. Exhibits. Exhibit “A” and Exhibit “B” attached hereto are incorporated herein with this reference. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 3 SRP-General Use IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by its duly authorized representative(s), this ____ day of _______________, ________. GRANTOR: City of Chandler _____________________, A municipal corporation By: Name: ______________________________ Title: ______________________________ City Attorney - Approve As To Form: By: Name: ______________________________ Title: ______________________________ City Clerk - attesting the Mayor's signature. By: Name: ______________________________ Title: ______________________________ STATE OF ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this _____ day of _______________ 2021, by __________, as _______________ of _____________, on behalf of the corporation. ___________________________________ Notary Public My Commission expires: 4 SRP-General Use Signature and Acknowledgement Page to Easement granted by __________., to Salt River Project Agricultural Improvement and Power District, dated as of ___________ ___, 2021, consisting of _____ pages. Legal Approved Form_1-20-2015_mcm Exhibit A SRP-General Use Exhibit “A” to Access Easement Grantee’s Property [consisting of 2 pages] [to come] EXHIBIT “A” Page 1 of 2 LEGAL DESCRIPTION SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT An ingress egress easement within a portion of the land described in documents 1985-0531214 and 2018-0778995, Maricopa County Records, Arizona, situated in the Southwest quarter of Section 10, Township 1 South, Range 5 East, of the Gila and Salt River Meridian, Maricopa County, Arizona, described as follows: Commencing at the West quarter corner of said Section 10, being a Brass Cap in Handhole, from which the East quarter corner of said Section 10, being a Brass Cap in Handhole, bears North 89 degrees 47 minutes 48 seconds East, a distance of 5,317.95 feet (Basis of Bearing); Thence North 89 degrees 47 minutes 48 seconds East, along the east-west mid- section line of said Section 10, a distance of 1424.87 feet; Thence South 00 Degrees 12 Minutes 12 Seconds East, departing said east-west mid-section line, a distance of 155.00 feet to the Point of Beginning; Thence South 00 Degrees 09 Minutes 32 Seconds East, a distance of 74.83 feet; Thence South 89 Degrees 50 Minutes 28 Seconds West, a distance of 127.65 feet; Thence South 00 Degrees 12 Minutes 12 Seconds East, a distance of 172.74 feet to the beginning of a curve concave to the east having a radius of 500.00 feet; Thence southeasterly along said curve through a central angle of 15°05'38", an arc length of 131.72 feet; Thence South 15 Degrees 17 Minutes 50 Seconds East, a distance of 193.59 feet to the beginning of a non-tangent curve concave to the south having a radius of 530.00 feet, to which beginning of curve a radial bears South 28 Degrees 47 Minutes 02 Seconds East; Thence southwesterly along said curve through a central angle of 1°37'38", an arc length of 15.05 feet; Thence South 59 Degrees 35 Minutes 19 Seconds West, a distance of 13.84 feet; Thence North 15 Degrees 18 Minutes 34 Seconds West, a distance of 240.14 feet; Thence North 00 Degrees 12 Minutes 12 Seconds West, a distance of 457.64 feet; Thence North 89 Degrees 50 Minutes 29 Seconds East, a distance of 20.00 feet; Thence South 00 Degrees 12 Minutes 12 Seconds East, a distance of 110.54 feet; EXHIBIT “A” Page 2 of 2 Thence North 89 Degrees 47 Minutes 48 Seconds East, a distance of 127.71 feet to the Point of Beginning; Contains 0.587 acres more or less. End of Description 02/16/2021 02/16/2021 Exhibit B SRP-General Use Exhibit “B” to Access Easement Easement Parcel [consisting of 2 pages] [to come]