4. Agreement with Salt River Project
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SALT RIVER PROJECT
LICENSE
Salt River Project License No.: LJ88368
Salt River Project File No.: 0680.8836
Effective Date: June 1, 2024
Agent: HDL
1.
License Granted
The SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an
agricultural improvement district organized and existing under the laws of the State of Arizona (“District”),
and the Salt River Valley Water User’s Association (“Association”), Licensor, grants CITY OF
CHANDLER, an Arizona Municipal Corporation ("Licensee"), a revocable License conveying the
nonexclusive right and privilege to enter upon and use certain real property, the Licensed Property, under the
following terms and conditions.
2.
Purpose
Licensee shall use the Licensed Property only for drive turnaround area, landscaping, art panel, and
sidewalk as referenced in the approved plans. Licensee shall not use the Licensed Property for any other
purpose without the prior written approval of Licensor. Licensee acknowledges that, but for this License, it
has no rights to use or occupy the Licensed Property, and represents that it makes no claim to such rights.
3.
Licensed Property
The Licensed Property shall mean: that portion of land located in the NE Quarter of Section 35,
Township 01S, Range 05E of the Gila and Salt River Meridian, Maricopa County, Arizona, more particularly
described on Exhibit A attached hereto and part of hereof.
4.
Compensation
4.1
Except as stipulated in this Section 4, Licensee shall not be obligated to pay a fee or rent for the
use and occupation of the Licensed Property in accordance with this License.
4.2
Licensee shall reimburse Licensor, for all federal, state and local excise, sales, privilege, gross
receipts and other similar taxes lawfully imposed on and paid by Licensor as a result of the consideration
received by Licensor under this License; provided, however, that this Section shall not apply to income taxes.
Licensee shall pay all property taxes, if any, levied on the Licensed Property.
4.3
All amounts paid by Licensee to Licensor as a result of damages, costs, expenses and sums
incurred by Licensor hereunder as a result of Licensee's default shall be deemed to be additional License Fees.
4.4
Any payment due unpaid under this License shall bear interest from the date payment is due at
the rate of eighteen percent (18%) per annum. Licensor shall have all the rights and remedies provided herein
and by law for Licensee's failure to pay any of the compensation specified in this Section 4.
4.5
Within 30 days of Licensor’s delivery of an invoice therefore, Licensee shall pay any
incremental increase in Licensor's operation and maintenance costs on the Licensed Property resulting from
Licensee's exercise of its rights hereunder, Licensor shall incur no liability for any costs of repairing or
replacing Licensee's improvements within the Licensed Property, damaged as a result of Licensor's operation
and maintenance of its facilities, unless due to negligent or willful acts or omissions of Licensor or its agents
or employees.
5.
Term
The term of this license shall be from June 1, 2024 (the "Effective Date") through May 30, 2034, or
until terminated subject to Section 7 hereof.
6.
Assignment and Sub-Licensing
Licensee shall neither assign this License nor sub-license all or any portion of the Licensed Property
and any such assignment or sub-license shall be void.
7.
Termination of the License
7.1
If a party (the "Defaulting Party") fails (i) to make payment required herein by its due date
or (ii) perform an obligation under this License within 30 days after written notice is given to the Defaulting
Party of its failure to perform such obligation on the date when such performance was due (or, if such
default cannot reasonably be cured within 30 days, then within such longer period as is determined by the
non-defaulting party to be necessary to cure such default, provided the Defaulting Party commences to cure
such default within the 30 day period), then, upon the expiration of the applicable cure period, the non-
defaulting party may terminate this License upon not less than 30 days prior written notice to the Defaulting
Party (such notice of termination must be in addition to the notice of default).
7.2
Either party may terminate this License without cause upon not less than ninety (90) days
written notice.
7.3
In the event either party terminates this License, or upon expiration of the License term,
Licensee’s rights to use and occupy the Licensed Property hereunder shall cease at the date of termination;
provided however, Licensee may enter upon the Licensed Property for a period of three hundred and sixty
(360) days thereafter, for the sole purpose of removing Licensee’s improvements and restoring the Licensed
Property to the condition that existed prior to its improvements thereon. If Licensee has failed to remove any
of its improvements or restore the Licensed Property within such three hundred and sixty (360) day period,
Licensee shall reimburse Licensor for the reasonable costs incurred by Licensor for the removal or storage of
Licensee's improvements and restoration of the Licensed Property. Licensee shall release and indemnify
against all claims, Licensor, Association, and U.S.A. from all damages resulting to Licensee as a result of such
removal, storage, or restoration. The provisions of this Section 7.3 shall survive termination of this License.
8.
Maintenance of Licensed Property & Interface with Licensor's Use of Licensed Property
8.1
Subject to the conditions set forth herein, Licensor reserves to itself, and the Association, a right
of access to the Licensed Property for the construction, use, operation, maintenance, relocation and removal of
any existing and future electric or water distribution or transmission facilities. Any such construction, use,
operation, maintenance, relocation or removal shall be performed in a manner designed to avoid, to the extent
feasible, disturbance to the improvements and Licensee's use and enjoyment of the Licensed Property. Licensor
shall give Licensee at least ninety (90) days prior written notice of any such construction, use, operation,
maintenance, relocation or removal that would materially disrupt the improvements or Licensee's use and
enjoyment of the Licensed Property or the improvements; provided, however, that such notice may be given
in such shorter period as Licensor determines to be reasonable under prevailing circumstances, or with no
notice in the event of an emergency where no notice is feasible. Nothing in this License shall be construed to
deny or lessen the powers and privileges granted Licensor by the laws of the State of Arizona and the U.S.A.
Licensor shall not be liable to Licensee for any damage to public or private property or to installations located
upon the Licensed Property, unless due to negligent or willful acts or omissions of Licensor or its agents or
employees.
8.2
Licensee, at its own expense, shall maintain all of the Licensed Property in reasonably good,
sanitary and safe condition. If Licensee defaults in the performance of the obligations set forth herein, and
Licensor gives notice of the default, Licensee shall correct such default to the reasonable satisfaction of
Licensor within the required period of time set forth in the notice of default (the "Correction Period"), which
period of time shall be reasonable under the circumstances. If Licensee fails to correct the default within the
Correction Period, Licensor may take any action reasonably determined by Licensor to be necessary to correct
such default, including without limitation making any repair or modification to or removing any of the
improvements. Licensee shall reimburse Licensor for the reasonable costs of correcting such default incurred
and paid by Licensor within thirty (30) calendar days after Licensor presents Licensee with a statement of such
costs. Licensee shall release Licensor, Association and U.S.A. from all damages resulting to Licensee from
the correction of such default, including, without limitation, those damages arising from all repairs or
modifications to or removal of any of the improvements.
9.
Nonexclusive Rights
This License is nonexclusive and nothing herein shall be construed to prevent or restrict Licensor from
granting other privileges to use the Licensed Property in a manner not inconsistent with Licensee's use of the
Licensed Property in accordance with this License.
10.
Existing Easements and Licenses
This License is subject to all existing encumbrances of record, including easements and licenses. It
shall be Licensee's obligation and responsibility to ascertain the rights of all third parties in the Licensed
Property. Licensor consents only to the use of the Licensed Property for the purposes described herein.
Nothing in this License shall be construed as Licensor's representation, warranty, approval or consent regarding
rights in the Licensed Property held by other parties. Licensee shall indemnify and hold Licensor harmless
from any liability arising out of any dispute or claim regarding actual or alleged interests in the Licensed
Property, affecting Licensee's interests created herein.
11.
Indemnification
To the extent not prohibited by law, Licensee, its successors and assigns, shall indemnify, release, and
hold harmless Licensor, Association and the United States of America, and the directors, officers, employees,
agents, successors and assigns thereof, for, from and against any damage claim, demand, lawsuit or action of
any kind for damages or loss, whether such damage or loss is to person or property, arising in whole or in part
out of: (a) negligent or otherwise wrongful acts or omissions of Licensee, its agents, officers, directors, or
employees; (b) Licensee's use or occupancy of the Licensed Property for the purposes contemplated by this
License, including but not limited to claims by third parties who are invited or permitted onto the Licensed
Property, either expressed or implied, by Licensee or by the nature of Licensee's development or other use of
the Licensed Property pursuant to this License; or (c) Licensee's failure to comply with or fulfill its obligations
established by this License or by law. Such obligation to indemnify shall extend to and encompass all costs
incurred by Licensor in defending against such claims, demands, lawsuits or actions, including but not limited
to attorney, witness and expert fees, and any other litigation related expenses. Licensee's obligation pursuant
to this Section 11 shall not extend to claims, demands, lawsuits or actions for liability attributable to the sole
exclusive negligence or willful action of Licensor, its directors, officers, employees, agents, successors or
assigns. The provisions of this Section shall survive termination of this License.
12.
Insurance
Without limiting any liabilities or any other obligations of Licensee, Licensee shall provide and
maintain, with forms and insurers acceptable to Licensor, and until all obligations under the License are
satisfied, the minimum insurance coverages, as follows:
12.1
Worker's compensation insurance to cover obligations imposed by applicable federal and state
statutes and employer's liability insurance with a minimum limit of One Million and No/100 Dollars
($1,000,000.00).
12.2
Commercial general liability insurance with a minimum combined single limit of Two Million
and No/100 Dollars ($2,000,000.00) each occurrence. The policy shall include coverage for bodily injury
liability, property damage liability, personal injury liability, and contractual liability for liability assumed under
this License. The policy shall contain a severability of interests provision.
12.3
If applicable, comprehensive automobile liability insurance with a combined single limit for
bodily injury and property damage of not less than Two Million and No/100 Dollars ($2,000,000.00) each
occurrence with respect to Licensee's vehicle, whether owned, hired or non-owned, assigned to or used in the
performance of the work.
12.4
The policies required by Sections 12.2 and 12.3 hereof shall be endorsed to include Licensor,
members of its governing bodies, its officers, agents and employees as additional insureds and shall stipulate
that the insurance afforded for Licensor, members of its governing bodies, its officers, agents and employees
shall be primary insurance and that any insurance carried by Licensor, members of its governing bodies, its
officers, agents or employees shall be excess and not contributory insurance.
12.5
Licensee shall waive their rights of recovery and require its insurers providing the required
coverages to waive all rights of subrogation against Licensor and members of its governing bodies, its officers,
agents and employees for matters arising out of this License.
12.6
Upon execution of this License, Licensee shall furnish Licensor with Certificates of Insurance
as evidence that policies providing the required coverages, conditions and limits are in full force and effect.
Such certificates shall provide that not less than thirty (30) days advance notice of cancellation, termination, or
alteration shall be sent directly to Licensor addressed as follows:
Manager, Land Rights Management, PAB10W
Salt River Project
P.O. Box 52025
Phoenix, Arizona 85072-2025
13.
Construction
13.1
Prior to making any installations on the Licensed Property, Licensee shall submit to Licensor
for its approval final construction documents and plan showing the location of any such installations. Licensor
shall approve or disapprove such documents and plans within 30 days. Construction on the Licensed Property
shall be performed only in accordance with approved construction documents and plan. At least ten (10) days
prior to the beginning of any construction on the Licensed Property, Licensee shall give Licensor notice of the
date that construction will begin and a schedule listing all construction activities and the dates when such
construction activities will be performed. Licensee shall give Licensor written notice of all changes in the
schedule and delays in construction immediately upon it being reasonably foreseeable that such change or delay
will occur.
13.2
Licensee's improvements constructed, installed, operated and maintained on the Licensed
Property shall not interfere with Licensor's use of Licensor's existing or any future irrigation or electric facilities
on or adjacent to the Licensed Property.
13.3
Licensor may request Licensee to alter the scheduling of construction undertaken pursuant to
Section 13.1 but only when and to the extent necessary to prevent any material interference with Licensor's use
of the Licensed Property, and if such improvements do interfere with Licensor's use, Licensor may request
Licensee to relocate Licensee's material, facilities and improvements as deemed necessary by Licensor.
13.4
If relocation of Licensee's materials, facilities, or improvements is necessitated by Licensor's
use of existing facilities or the construction of improvements by or on behalf of Licensor, Licensee shall bear
the entire actual cost of relocating said materials, facilities and improvements.
13.5
Licensor shall not exercise its right to require relocation of Licensee's facilities, materials, and
improvements in an unreasonable or arbitrary manner. Licensor warrants to Licensee that as of the date of this
License, relocation of Licensee’s facilities, materials, and improvements is not expected or anticipated as a
result of Licensor’s existing plans for the Licensed Property.”
14.
Permits, Statutes and Codes
Licensee shall comply with all requirements of all statutes, acts, ordinances, regulations, codes, and
standards of legally constituted authorities with jurisdiction applicable to Licensee's use of the Licensed
Property. Licensee shall obtain or cause to be obtained at its expense, all permits, approvals and authorizations
required by Licensee's actions pursuant to this License.
15.
Licensor's Right to Inspect
15.1
Licensor may enter any part of the Licensed Property at all reasonable times to make an
inspection thereof. During any construction by Licensee, Licensor may inspect all trenching, backfilling and
other related construction activity that potentially affects Licensor's facilities, and require conformance with all
Licensor's requirements and specifications related thereto.
15.2
Licensee shall release Licensor, Association and the U.S.A. from any claims for damages
arising out of any reasonable or unforeseeable delay caused by Licensor in permitting or inspecting any work
on the Licensed Premises. The provisions of this Section shall survive termination of this License.
16.
Service of Notice
All notices, demands and invoices required or permitted by this License shall be in writing and shall be
considered to have been properly delivered: (i) if mailed, three (3) business days after deposit in the U.S. mail,
postage prepaid, return receipt requested, addressed as follows; (ii) if sent by overnight delivery service, on the
next business day after deposit with such service, addressed as follows; or (iii) if personally delivered, on the
date of delivery service to:
Mail
Notices to Licensor
Notices to Licensee
Attn: Manager, PAB10W
Attn: Transportation Planning Manager
SALT RIVER PROJECT
City of Chandler
Land Rights Management
P.O. Box 4008/ Mail Stop 412
P.O. Box 52025
Chandler, AZ 85244
Phoenix, AZ 85072-2025
Hand /Certified Delivery
Notices to Licensor
Notices to Licensee
Attn: Manager, PAB10W
Attn: Transportation Planning Manager
SALT RIVER PROJECT
City of Chandler
Land Rights Management
P.O. Box 4008/ Mail Stop 412
2727 E. Washington Street
Chandler, AZ 85244
Phoenix, AZ 85034-1422
Either party may change its address or the designated person to receive notification hereunder by giving
notice of such change in the manner provided above.
17.
Waiver
This License may not be modified or any provision waived except by written agreement executed by
both Licensor and Licensee. The waiver by either party of any breach or failure to provide full performance
under any of the terms and conditions of this License, or the failure of a party to exercise, or any delay in
exercising, any rights or remedies provided herein or by law, or the failure of a party to notify the other properly
in the event of a breach hereunder shall not be construed as a waiver of any other term of condition herein, or
of any subsequent or continuing breach of the same or any other term or condition.
18.
Attorneys' Fees Upon Default
If either party brings or defends any legal action, suit or proceeding based on rights or obligations
arising from this License, the successful party shall be entitled to recover reasonable litigation expenses, court
costs and reasonable attorneys' fees, as determined by a court, in any such action, suit or proceeding. The
foregoing shall not in any way limit or restrict any other right or remedy at law or equity otherwise available
to such party.
19.
Force Majeure
If either party is rendered unable, wholly or in part, by force majeure to carry out its obligations under
this License, other than the obligation of Licensee to make payments of amounts due hereunder, then the
obligations of both Licensee and Licensor, so far as they are affected by such force majeure, shall be suspended
during the continuance of any inability so caused, but for no longer period, and such cause shall so far as
possible be remedied within a reasonable time. The term "force majeure" as employed in this License shall
mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, interruptions
by government not due to the fault of the parties, civil disturbances, explosions, or unforeseeable action or
nonaction by governmental bodies in approving the applications for approvals or permits or any material
change in circumstances arising out of legislation, regulation or litigation. Nothing in this Section shall require
Licensor to settle a strike.
20.
Entire Agreement; Changes After Execution
This License, including its specified addenda and exhibits, if any, constitutes the entire agreement
between the parties, and any amendment hereto must be in writing, signed by both parties.
21.
Governing Law, Venue and Waiver of Trial by Jury
This License shall be interpreted, governed by, and constructed in accordance with the substantive and
procedural laws of the State of Arizona, without regard to conflicts of law principles. Licensor and Licensee
agree that any action, suit, or proceeding arising out of, or in any way connected with this License, shall be
initiated and prosecuted in a state or federal court of competent jurisdiction located in Maricopa County,
Arizona, and the parties irrevocably submit to the jurisdiction and venue of such court. To the fullest extent
permitted by law, each party hereby irrevocably waives any and all rights to a trial by jury and covenants and
agrees that it will not request a trial by jury with respect to any legal proceeding arising out of or in any way
connected with this License.
22.
Water Damage
Except when the result of the negligent or willful act or omission of Licensor, or its directors, officers,
employees, agents or assigns, neither Licensor, Association nor the U.S.A. shall be liable for any loss sustained
by Licensee, its officers, employees, agents or invitees on the Licensed Property because of water damage
resulting from any source whatsoever, including, but not limited to, flood, drainage or run-off, irrespective of
any prior knowledge by Licensor of the possibility of such flood, drainage or run-off, arising from or in
connection with the operation or maintenance of any Salt River Reclamation Project dam, canal or other
facility.
23.
Reservation of Remedies
Unless otherwise provided herein, each party shall have available to it, all remedies provided by law or
equity.
24.
Archaeological and Environmental Compliance
24.1
Licensee shall notify Licensor's staff archaeologist should any cultural resources or human
remains be found on the Licensed Property, and when appropriate, shall be responsible for other notifications
and legal requirements as required by the Archeological Resource Protection Act and the Native American
Graves Protection and Repatriation Act and ensuing 43 CFR 10 regulations. All related costs to comply with
the above requirements are the responsibility of the Licensee.
24.2
Licensee hereby assumes and accepts all liability and responsibility for initiation and
completion of response, cleanup, and corrective and remedial action, and the cost thereof, required on the
Licensed Property and any other affected premises due to any action taken by Licensee or its contractors,
subcontractors, agents, or representatives during use of the Licensed Property that results in release or
threatened release of any hazardous substance within the meaning of the Federal Comprehensive
Environmental Response, Compensation and Liability Act -- 42 U.S.C. § 9601 et seq., or the Arizona
Environmental Quality Act -- A.R.S. § 49-101 et seq., as such laws may have been or may be amended from
time to time, or regulated substance within the meaning of Subtitle I of the Federal Resource Conservation and
Recovery Act (Underground Storage Tanks) -- 42 U.S.C. § 6991a et seq., or the Arizona Underground Storage
Tank Law -- A.R.S. § 49-1001 et seq., as such laws may have been or may be amended from time to time.
This Section 24.2 shall survive termination of this License.
LICENSOR:
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND
POWER DISTRICT
Signature: ____________________________________
Print: ________________________________________
Its: __________________________________________
Dated: _______________________________________
LICENSEE:
CITY OF CHANDLER
Signature: ____________________________________
Print: ________________________________________
Its: __________________________________________
Dated: _______________________________________
APPROVED AS TO FORM:
_________________________________
City Attorney
ATTEST:
________________________________
City Clerk
1201 E. Jefferson St., Suite 3
Phoenix, AZ 85034
303-02-022A SRP LICENSE
EXHIBIT “A”
LEGAL DESCRIPTION
SRP LICENSE
303-02-022A
That portion of the Northeast quarter of Section 35, Township 1 South, Range 5 East of
the Gila and Salt River Base and Meridian, Maricopa County, Arizona, more particularly
described as follows;
COMMENCING at the Southwest corner of Lot 3 of MINOR LAND DIVISION MAP,
recorded in Book 590 of maps, Page 46, being a point on the Northerly right-of-way line
of Frye Road;
Thence North 89° 18' 24" East, along the North right-of-way line of said Frye Road, a
distance of 18.54 feet to the POINT OF BEGINNING.
Thence departing said North line, North 00° 41' 36" West, a distance of 40.00 feet;
Thence North 89° 18' 24" East, a distance of 32.00 feet;
Thence South 00° 41' 36" East, a distance of 25.00 feet;
Thence North 89° 18' 24" East, a distance of 153.00 feet;
Thence South 00° 41' 36" East, a distance of 15.00 feet to a point on said North right-of-
way line of Frye Road;
Thence South 89° 18' 24" West, along said North right-of-way line, a distance of 185.00
feet to the POINT OF BEGINNING.
Containing 3,575.00 square feet (0.0821 acres), more or less.
L1
L2
L3
L4
L5
L6
N89° 18' 24"E 18.54'
LINE TABLE
LINE
L1
L2
L3
L4
L5
L6
BEARING
N00° 41' 36"W
N89° 18' 24"E
S00° 41' 36"E
N89° 18' 24"E
S00° 41' 36"E
S89° 18' 24"W
DISTANCE
40.00'
32.00'
25.00'
153.00'
15.00'
185.00'
C O N S U L T I N G
TC# 220104, DATE: 05/24/2024
T.1S.
R.5E.
SCALE: NTS
0
5
/
2
4
/24
APN 303-02-022A
SRPAI & PD
33'
R/W
EXISTING PROPERTY LINE
EXISTING R/W LINE
LEGEND
EXISTING MONUMENT LINE
NEW SRP LICENSE
NEW SRP LICENSE LINE
APN 303-02-003F
CHANDLER ADAM WADE
/ KELLY ANNE TR
LOT 3, BK. 590, PG. 46,
MCR.
33'
R/W
SOUTHEAST CORNER
LOT 3, BK. 590,
PG. 46, MCR.
P.O.C.
P.O.B.
POINT OF BEGINNING
POINT OF COMMENCEMENT
P.O.B.
P.O.C.
Parcel Map Check Report
Parcel Name: 303-02-022A - SRP LICENSE
North:836,520.80'
East:732,696.70'
Segment# 1: Line
Course: N0° 41' 36"W
Length: 40.00'
North: 836,560.79'
East: 732,696.22'
Segment# 2: Line
Course: N89° 18' 24"E
Length: 32.00'
North: 836,561.18'
East: 732,728.22'
Segment# 3: Line
Course: S0° 41' 36"E
Length: 25.00'
North: 836,536.18'
East: 732,728.52'
Segment# 4: Line
Course: N89° 18' 24"E
Length: 153.00'
North: 836,538.04'
East: 732,881.51'
Segment# 5: Line
Course: S0° 41' 36"E
Length: 15.00'
North: 836,523.04'
East: 732,881.69'
Segment# 6: Line
Course: S89° 18' 24"W
Length: 185.00'
North: 836,520.80'
East: 732,696.70'
Perimeter: 450.00'
Area: 3,575.00Sq.Ft.
Error Closure: 0.00
Course: N90° 00' 00"W
Error North : 0.000
East: 0.000
Precision 1: 450,000,000.00